HT MEDIA LIMITED Regd. Office; Hindustan Times Ho use 18-20, Kasturba Gandhi Mug New Delhi -110001 Tel.: 66561234 Fax: 66561270 www.hinduatantimes.com E-mail : [email protected] CIN: L22121DL2002PLC117874

20th May, 2025

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C-1, Block G, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

Scrip Code: 532662 Trading Symbol: HTMEDIA

Subject: Outcome of the Board Meeting held on 20th May, 2025 and Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("SEBI Listing Regulations")

Dear Sir/Madam,

This is to inform that the Board of Directors of the Company at its meeting held today, i.e. 20th May, 2025 (which commenced at 12:00 pm and concluded at 01:35 pm) has inter-alia, transacted the following businesses:

• 1. Approved the Audited Financial Results (Standalone and Consolidated) ("AFRs") of the Company for the quarter and financial year ended on 31st March, 2025, pursuant to Regulation 33 of SEBI Listing Regulations;
• 1. Approved the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended on 31st March, 2025, prepared pursuant to the Companies Act, 2013; and
• 1. Upon recommendation of the Nomination and Remuneration Committee, approved appointment of Shri Manhar Kapoor (DIN: 06553730) as a Whole-time Director, with effect from 20th May, 2025, for a period of 3 years, subject to the approval of Members of the Company.

Further, we are enclosing herewith the following in regard to the above:

1. AFRs of the Company for the quarter and financial year ended on 31st March, 2025 along with the Auditors' Report thereon (Annexure-1);

HT MEDIA LIMITED Regd. Office: Hindustan Times House 18-20, Kasturba Gandhi Marg New Delhi· 110001 Tel.: 66561234 Fax 66561270 www. hind u sta ntimes .com E-mail : [email protected] CIN L22121DL2002PLC117874

• 1. Declaration on Unmodified Opinion in the Auditors' Report, for Financial Year 2024-25 (Annexure -2); and
• 1. The relevant details of appointment of Shri Manhar Kapoor, in terms of SEBI Listing Regulations, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July, 2023 (Annexure -3)

This information is also being uploaded on the website of the Company i.e. https://www.htmedia.in/

You are requested to take the same on record.

Thanking you,

Yours faithfully, For HT Media Limited (Manhar Kapoor) Group General Counsel and Company Secretary MANHAR KAPOOR Digitally signed by MANHAR KAPOOR Date: 2025.05.20 13:41:24 +05'30'

Encl.: As above

S.R. BATLIBOt & Co. LLP 67, Institutional Area

Haryana, India Chartered Accountants

Sector 44, Gurugram • 122 003

Tel: +91124 6816000

Independent Auditor's Report on the Quarterly and Year to Date Consolidated Financial Results of the Company Pursuant to the Regulation 33 and 52(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To The Board of Directors of HT Media Limited

Report on the audit of the Consolidated Financial Results

Opinion

We have audited the accompanying statement of quarterly and year to date consolidated financial results of HT Media Limited ("Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") and its joint venture for the quarter ended March 31, 2025 and for the year ended March 3 I, 2025 ("Statement"), attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 and 52(4) of the SEBI (Listing Obligations and Disclosw-e Requirements) Regulations, 2015, as amended ("Listing Regulations")

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on separate audited financial statements/ financial results/fi nancial information of the subsidiary / trust, the Statement:

• 1. includes the results of the following entities;
• 1. Holding Company HT Media Limited*
• 1. Subsidiaries:
  2. a. Hindustan Media Ventures Limited
  3. b. HT Music and Entertainment Company Limited
  4. c. Next Mediaworks Limited
  5. d. Next Radio Limited
  6. e. Mosaic Media Ventures Private Limited
  7. f. HT Overseas Pte. Limited
  8. g. HT Noida (Company) Limited

• Joint Venture - HT Content Studio LLP

*includes financial results of HT Media Employee Welfare Trust ("Trust")

• 1. are presented in accordance with the requirements of the Listing Regulations in this regard; and
• 1. gives a true and fair view in conformity with the applicable accounting standards, and other accounting principles generally accepted in India, of the consolidated net profit and other comprehensive loss and other financial information of the Group for the quarter ended March 31, 2025 and for the year ended March 31 , 2025.

Chartered Accountants

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under Section 143( I 0) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for the Audit of the Consolidated Financial Results" section of our report. We are independent of the Group and its joint venture in accordance with the 'Code of Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter" paragraph below, is sufficient and appropriate to provide a basis for our opinion.

Management's Responsibilities for the Consolidated Financial Results

The Statement has been prepared on the basis of the consolidated annual financial statements. The Holding Company's Board of Directors are responsible for the preparation and presentation of the Statement that give a true and fair view of the net profit and other comprehensive loss and other financial information of the Group including its joint venture in accordance with the applicable accounting standards prescribed under section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 and 52(4) of the Listing Regulations. The respective Board of Directors of the companies included in the Group, Board of Trustees of the trust and Designated Partners of its joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of their respective companies/trust/LLP and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.

In preparing the Statement, the respective Board of Directors of the companies included in the Group, Board of Trustees of the trust and Designated Partners of its joint venture are responsible for assessing the ability of their respective companies/trust/LLP to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group, Board of Trustees of the trust and Designated Partners of its joint venture are also responsible for overseeing the financial reporting process of their respective companies/trust/LLP.

Auditor's Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

Chartered Accountants

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery , intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its joint venture to continue as a going concern. If we conclude that a material unce11ainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its joint venture to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the entities within the Group and its joint venture of which we are the independent auditors and whose financial information we have audited, to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of the financial information of such entities included in the Statement of which we are the independent auditors. For the other entities included in the Statement, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit op1111on.

We communicate with those charged with governance of the Holding Company and such other entities included in the Statement of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the Master Circular issued by the Securities Exchange Board of India under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

Chartered Accountants

Other Matters

The accompanying Statement includes the financial statements /financial information/ financial resu Its of one trust (HT Media Employee Welfare Trust) included in the standalone financial statements/ financial information/ financial results of the entities included in the Group, whose financial statements/ financial information/financial results reflect total assets of IN R 1,312 lakh as at March 31 , 2025 and total revenues of INR Nil and INR Nil, total net loss after tax of INR Nil and INR 2 lakh for the quarter ended and for the year ended on that date respectively, and net cash outflows of IN R I lakh for the year ended March 31 , 2025 as considered in the respective standalone audited financial statements/ financial information/ financial results of the entities included in the Group which have been audited by another auditor.

The independent auditor's repo11 of this trust has been furnished to us by the management, and our opinion in so far as it relates to the amounts and disclosures included in respect of this trust, is based solely on the report of such auditor and the procedures performed by us as stated in paragraph above.

The accompanying Statement includes the audited financial results/statements and other financial information, in respect of one subsidiaiy, whose financial results/statements and other financial information include total assets of INR 751 lakh as at March 31 , 2025, total revenues of INR 12 lakh and IN R 204 lakh, total net profit/(loss) after tax of IN R (8) lakh and IN R 14 lakh, total comprehensive income of IN R 4 lakh and IN R 56 lakh, for the quarter and the year ended on that date respectively , and net cash inflows of IN R 237 lakh for the year ended March 31, 2025, as considered in the Statement which have been audited by its independent auditor.

The independent auditor's repo1i on the financial statements/financial results/financial information of this entity has been furnished to us by the Management and our opinion on the Statement in so far as it relates to the amounts and disclosures included in respect of this subsidiary is based solely on the report of such auditor and the procedures performed by us as stated in paragraph above.

This subsidiary is located outside India whose financial results/financial statements and other financial information have been prepared in accordance with the accounting principles generally accepted in its respective country and which have been audited by other auditor under generally accepted auditing standards applicable in its respective country. The Holding Company's management has conve1ied the financial results / financial statements of such subsidiary located outside India from accounting principles generally accepted in its respective country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company's management. Our opinion in so far as it relates to the balances and affairs of such subsidiary located outside India is based on the repo11 of other auditor and the conversion adjustments prepared by the management of the Holding Company and audited by us.

Our opinion on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

The comparative financial information of the Group and its joint venture for the corresponding quarter and for the year ended March 3 I, 2024, included in these consolidated financial results, were audited by the predecessor auditor who expressed an unmodified opinion on those consolidated financial information on May 08, 2024.

The Statement includes the results for the quatier ended March 31, 2025 being the balancing figures between the audited figures in respect of the full financial year ended March 31 , 2025 and the published

Chartered Accountants

unaudited year-to-date figures up to the end of the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

~~,,_-,

per Vishal Sharma Partner Membership No.: 096766

UDIN: o'}~()q{:,76J,E:, 1-IIT0TV 4h33

Place: New Delhi Date: May 20, 2025

HT Media limited CIN:- l22121DL2002PLC117874 Wt'T Registered Office: Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi -110001, India Tel:· +9111 66561234 Website:~ www.htmedia.in E-mail:[email protected] Audited Consolidated Financial Results for the quarter and year ended March 31, 2025

'-- * / } --

Notes:

1 These audited conso lidated financial results comprise HT Media Limited ("the Company") and its subsidiaries (as stated below) [hereinafter referred to as "the Group"] and the Group's interest in joint venture (HT Content Studio, LLP).

Subsidiaries: Hindustan Media Ventures Lim ited (HMVL) HT Music and Entertainment Company Limited (HT Music) HT Overseas Pte. Ltd., Singapore (HT Overseas) Next Mediaworks Limited (NMWL) Next Radio Lim ited (NRL) HT Naida (Company) limited (HTNL) Mosaic Media Ventures Private Limited (MMVPL)

• 2 The above audited consolidated financial results for the quarter and year ended March 31, 2025 were reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on May 20, 2025. The Statu tory Auditors have conducted an audit of the above resu lts pursuant to Regulation 33 and Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and have issued an unmodified audit opinion .
• 3 The audited consolidated financial results have been prepared in accordance with the Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Ru les, 2015 as amended from time to time.
• 4 The audited standalone financial results of the Company for the quarter and year ended March 31, 2025 have been fi led with BSE and NSE and are also avai lable on Company's website "www.htmedia.in". The key sta ndalone financial information for the quarter and year ended March 31, 2025 are as under:

* Refer Note 8

5 The certificate of CEO and CFO in terms of Regulation 33 of SEBI (LODR), in respect of the above resu lts has been placed before the Board of Directors.

• 6 During the year ended March 31, 2025, exceptiona l Item represents net impairment of INR 534 Lakhs towards impairment of intangible assets, INR 30 lakhs towards impairment of property, plant and equipment and INR 17 Lakhs towards Right of Use Asset which has been made on account of recoverable amount lower than the carrying amount.

• 7 Out of the Land and Bui lding classified as "Non- current assets held for sale" as at September 30, 2020, the Company has been able to dispose of substantial Land and Building and the Company has entered into agreement to sell the balance. Further, during the year ended March 31, 2025, additional Land and Bu ilding has been classified under held for disposal due to outsourcing of printing work at a certain unit and the Company has entered into agreement to sel l the same.

• Out of the Investment Property classified as "Non- current assets held for sa le" as at March 31, 2024, the Company has bee n able to dispose of partial Investment Property and the Company remains committed to its plan to sel l the balance. Further, during the year ended March 31, 2025, certain additiona l Investment Property has been re-classified from "Investment Property" to " Non- current assets held for sale".

8 The Composite Scheme of Amalgamation ("the Scheme") u/s 230-232 of the Companies Act, 2013 wh ich provides for merger of HT Mobile Solutions Limited (HTMSL) ("Transferor Company") with HT Media Limited (HTML) ("th e Company") has been sanctioned by the Hon'ble National Company Law Tribunal (NCLT), New Delhi Bench vide order dated December 3, 2024 ("NCLT Delhi order"). In terms of the Scheme, consequent upon filing of the NCLT order with the Registrar of Companies, NCT of Delhi on December 21, 2024 , the Scheme has become effective from the Appointed Date of April 1, 2020.

The transaction as per Scheme of Amalgamation is in the nature of business acquisi~ion under Common Control as defined under Ind AS 103 "Business Combinations". Accord ingly, the Scheme has been given effect from April 1, 2023 i. e. acq uisition date. under common control business combination accounting. Consequently, the numbers related to the comparative period (i. e., FY 2023-24) has been restated accordingly.

In terms of the Scheme, the Company shall issue and allot its 24,835 equity shares of INR 2 each to the shareholders of the Transferor Company. Pending such allotment by the Company 24,835 shares of INR 2 each (amounting to INR 0.5 lakhs) have been accounted in Shares pending issuance on April 1, 2023 and have been considered for the purpose of calculation of earnings per shares subsequent to acquisition date. Subsequently, the company has issued and alloted 24,835 equity shares of INR 2 each on February 4, 2025.

Consequent to th e above, the non controlling interest has reduced by IN R 6 lakhs for year ended March 31, 2024 with a corresponding increase in the owners equ ity ,n the Group

• 9 During the year ended March 31, 2025, tax expense includes

• Deferred tax expense of INR 301 Lakhs of the Company pertaining to previous years on account of Scheme impact (refer note 8) for w x returns are yet to be filed.

• Deferred tax credit of INR 11 lakhs of HMVL ansmg from fm ahzat,on of return for previous year.

• 10 The figures for the quarter ended March 31, 2025 and March 31, 2024 arc the balancing figures between the au dited figures in respect of the financial year and the year to date figures upto December 31, 2024 and December 31, 2023, being the third quarter of the financial year, which are subjected to limited review.

• 11 Post conversion of Loan provided to Next Radio Limited by the company into Equity, in accordance with regulatory approvals, Next Radio Limited has become a direct subsidiary {rather th an being a step-down subsidiary) of the Company w.e.f. February 7, 2025 [Effective holding of HT Media Limited in Next Radio Limited has increased from 74.81% to 93.37% (HT Media Limited hold s 86.47% equity stake in Next Radio Limited directly and 13.53% equity stake is held directly by Next Media Works Limited). Accordingly, non-controlling interest in NRL has reduced from 25.19% to 6.63% w.e.f. February 7, 2025.

12, Add itional disclosure as per Reguli1tion 52!4) of the Securities and Exchange Board of lndii:! (listing Obligations and Disr./osure Requirements) Regulations, 2015, as amended: i) The Commercia l Papers of the Group outst.indinc (face value) as on March 31, 2025 wi:ore INR 23,000 Lakhs.

ii) Other disclosures : S. No. Quarter Ended Year Ended Pa,ticulars March 31, 2025 December 31, 2024 March 31, 2024 March 31, 2025 March 31, 2024 Aud ited Un-audited Audited Audited Audited 1 Net profit/floss) ofter tax /IN« in Lakhs) 4,102 (599) 125 195 (8,058) Net loss after lax & share of profit of JV (net of non controlling intcrestl 2 Earnings/{loss) per share (in JNR) - Basic 1.77 (0.26) 0.05 0.08 [3.48) Earnings/floss) per share (in /11/R)- Diluted 1.76 (0.26) 0.05 0.08 (3.48) (not annua lised except for year ended March 31, 202 5 and March 31, 2024) 3 Operating mrrrg;n {%) 4.99% 1.18% 0.2 9% -1.81% -4.29% (Adjusted EBITDA ~/Revenue from operations) U Adjusted EBITDA = Earnings/ (loss) before finance costs, lax expenses, depreciation and amortisation expenses and exceptional items fcxcluding other income}. 4 Net prafit/(loss) margin (%) 6.98% -1.13% 0,24% 0.10% -4.27% (Net profit/(loss) after tax & share of profit of JV (net of non controlline interest/ Total Income)} 5 Interest Service Coverag e Ratio (t;mes) 4.74 1.39 1.70 1.32 (0.01) fEBITDA - Dep,cciation and amortization expense)/ Finance costs 6 Debt service coverage ratio fames) 0.12 0.04 0.05 0.15 (0.00) (EBITDA - Depreciation and amortization expense)/ (Debt payable within one year+ Interest on debt) (not annualised except fm year ended March 31, 2025 and March 31, 2024) 7 Bad debts to account receivable ratio (%} -0.22% 0.65% -0.08% 1.58% 1.05% (Allowances for bad and doubtful receivables for the period/ Average trade receivables) (not annualised except for year ended March 31, 2025 and March 31, 2024 ) 8 Debtors turnover ratio (;n times) 1.3 1 1.31 1.16 4.57 4.58 fR evenue from operations/ Average trade receivable I {not annua lised except for year ended March 31, 2025 and March 31, ^l ,n. 9 Inventory t urnover ratio (in r;mes) 0.60 0.64 0.64 2.79 2.96 (Cost of goods sold /Average Inventory) COGS = Cost of materials consumed + Purch ases of stock-in-trade + Changes in inventories of finished goods, work-In-progress and stock-intrade 10 Capital redemption reserve (in INR Lokhs) 2,045 2,045 2,045 2,045 2,045 11 Networth (in INR Lakhs) 1,66,227 1,65,415 1,69,121 1.66.227 1,69,121 (Nctworth is calculated as per the Companies Act, 2013 (excludine non contrnlling interest)) 12 Debt-equity ratfo (in times) 0.28 I 0.33 0.36 0.2 8 0.36 (Total Debt/Total Equity) Total Debt = Debt com prises of current borrowings (including current maturities of long term borrowings), non-current borrowincs and interest accrued on borrowings. Total Equi t~ - Sl1areholders' Equ ity Including non controlline interest 13 Current ratio (in nmi!s) 1.17 1.24 1.03 1.17 1.03 (Cummt assets/ Curren t liabilities) 14 Current liability ratio {in times) 0.91 0.90 0.88 0.91 0.88 (Current liabilities/ Total liabilities) 15 Total debts to total assets (in times/ 0.15 0.17 0.18 0.15 0.18 (Total debts/Total assets) Total Debt = Debt comprises of current borrowings (including current maturities of long term borrowings), non-current borrowings and interest ;Jecrned on borrowings. 16 Long term debt to working capital (jn times) 0.33 0.30 4.55 0.33 4.55 (Non-current borrowings includin_g current maturities of long-term borrowincs) / Working capital

Working cap ital= Current assets - current liabilities

16 Consolidated Balance Sheet as at M arch 31, 2025 is given below:

• Refer Note 8

** INR less Iha n 50,000/- has been rounded off to Nil.

'*' Net of Equity Shares of INR 29 Lakhs (Previous Year INR 29 Lakhs) held by HT Media Employee Welfare Trust.

17 Statement of segment information for the quarter and year ended March 31, 2025

* INR less than 50,000/· has been rounded off to Nil.

Note:

1. Unallocated figures relates to segments which do not meet criteria of Reportable Segment as per Ind AS 108- Operating Segments.

1. Consolidated Cash Flow Statement for the year ended March 31, 2025 is given below:

• INR less than 50,000/· has been rounded off to Nil.

For and on behalf of the Board of Directors

~

Shobhana Bhartia Chaitpcrson & Editorial Director

~

New Delhi May 20, 2025

'r

Chartered Accountants

67, Institutional Area Sector 44, Gurugram - 122 003 Haryana, India

Tel: +91124 6816000

Independent Auditor's Report on the Quarterly and Year to Date Audited Standalone Financial Results of the Company Pursuant to the Regulation 33 and 52(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To The Board of Directors of HT Media Limited

Report on the audit of the Standalone Financial Results

Opinion

We have audited the accompanying statement of quarterly and year to date standalone financial results of HT Media Limited (the "Company") which includes one Trust (HT Media Employee Welfare Trust) for the quarter ended March 3 I, 2025 and for the year ended March 31, 2025 ("Statement"), attached herewith , being submitted by the Company pursuant to the requirement of Regulation 33 and 52(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the report of the other auditor on the separate audited financial statement and on the other financial information of the Trust, the Statement:

• i. is presented in accordance with the requirements of the Listing Regulations in this regard; and
• 1. gives a true and fair view in conformity with the applicable accounting standards and other accounting principles generally accepted in India, of the net loss and other comprehensive income and other financial information of the Company for the quarter ended March 3 I, 2025 and for the year ended March 3 I, 2025.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Om responsibilities under those Standards are fu1iher described in the ''Auditor's Responsibilities for the Audit of the Standalone Financial Results" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditor in terms of their report referred to in "Other Matter" paragraph below is sufficient and appropriate to provide a basis for our opinion.

Management's Responsibilities for the Standalone Financial Results

The Statement has been prepared on the basis of the standalone annual financial statements. The Board of Directors of the Company are responsible for the preparation and presentation of the Statement that gives a true and fair view of the net loss and other comprehensive income of the Company and other financial information in accordance with the applicable accounting standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 and 52(4) of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the

Chartered Accountants

provisions of the Act for safeguarding of the assets of the Company/Trust and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Statement, the Board of Directors/Board of Trustees are responsible for assessing the Company 's/Trust's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors/Board of Trustees either intends to liquidate the Company/Trust or to cease operations, or has no realistic alternative but to do so.

The Board of Directors/Board of Trustees are also responsible for overseeing the Company's/Trust's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise fro1i1 fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section l43(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material unce1tainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's repo1t. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.

Chartered Accountants

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

The accompanying Statement of quarterly and year to date standalone financial results include the audited financial results in respect of one Trust whose annual financial results/statements and other financial information reflect total assets of IN R 1,312 lakhs as at March 31 , 2025 and total revenues of INR Nil and INR Nil, total net loss after tax of INR Nil and INR 2 lakh for the quarter ended and for the year ended on that date respectively, and net cash outflows of INR I lakh for the year ended March 31, 2025, as considered in the Statement which has been audited by another auditor.

The report of such other auditor on annual financial statements/financial results/financial information of this Trust has been furnished to us by the management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this Trust, is based solely on the report of such other auditor. Our opinion on the Statement is not modified in respect of the above matter.

The comparative financial information of the Company for the corresponding quarter and year ended March 31, 2024, included in these standalone financial results, are restated pursuant to the scheme of amalgamation approved by the Hon'ble National Company Law Tribunal, as disclosed in note 8 of the standalone financial results, between HT Mobile Solutions Limited ("transferor Company") and the Company. The comparative financial information of the transferor Company and the Company for the corresponding quarter and year ended March 31 , 2024 were audited by the predecessor auditor who expressed an unmodified opinion on those financial information on May 8, 2024 and May 8, 2024 respectively. The consequential adjustments to give effect of the Scheme of Arrangement to these standalone financial results have been recorded by the Company and which have been audited by us.

The Statement includes the results for the quarter ended March 31, 2025 being the balancing figure between the audited figures in respect of the full financial year ended March 31, 2025 and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm Registration Number: 30 I 003E/E300005

^~ ~v<vf __ _

per Vishal Sha 1a Partner Membership No.: 096766 urnN:a soqo76b e,._111 o 1 o 7 q s6

Place: New Delhi Date: May 20, 2025

1IIIHT HT Media Limited

CIN:-l22121DL2002PLC117874

Registered Office: Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi - llD00l, India

Tel:- +9111 66561234

Website:- www.htmedia.in E-mail:[email protected]

Audited Standalone Financial Results for the quarter and year ended March 31, 2025

Statement of Audited Standalone Financial Results for the quarter and year ended March 31,2025

* Refer Note 8 •• Refer Note 12

Notes:

• 1 The above audited standalone financial results for the quarter and year ended March 31, 2025 were reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on May 20, 2025. The Statutory Auditors of HT Media Limited ('the Company') have carried out an audit of the above results pursuant to Regulation 33 and Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and have issued an unmodified audit opinion.
• 2 The audited standalone financial results have been prepared in accordance with the Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.
• 3 As per Ind AS 108 Operating Segments, the Company has three reportable Operating Segments viz. Printing & Publishing of Newspaper & Periodicals, Radio Broadcast & Entertainment and Digital. The financial information of these segments is appearing in audited consolidated Financial Results prepared as per Ind AS 108.
• 4 The certificate of CEO and CFO in terms of Regulation 33 of SEBI (LODR), in respect of the above results has been placed before the Board of Directors.
• 5 Other expense for the year ended March 31, 2025 includes INR 1,233 Lakhs arising from fair value movement in respect of investments classified at "Fair value through profit and loss (FVTPL)".
• 6 During the year ended March 31, 2025, exceptional Item represents net impairment of INR 6,246 Lakhs towards impairment of investment in subsidiaries, INR 404 lakhs towards impairment of intangible assets and INR 2 lakhs towards impairment of property, plant and equipment which has been made on account of recoverable amount lower than the carrying amount.
• 7 During the year ended March 31, 2025, the Company has made the following investment in subsidiaries : - INR 1,500 Lakhs in Equity Shares of Mosaic Media Ventures Private Limited.

8 The Composite Scheme of Amalgamation ("the Scheme") u/s 230-232 of the Companies Act, 2013 which provides for merger of HT Mobile Solutions Limited (HTMSL) ("Transferor Company") with HT Media Limited (HTML) ("the Company") has been sanctioned by the Hon'ble National Company Law Tribunal (NCLT), New Delhi Bench vide order dated December 3, 2024 ("NCLT Delhi order"). In terms of the Scheme, consequent upon filing of the NCLT order with the Registrar of Companies, NCT of Delhi on December 21, 2024, the Scheme has become effective from the Appointed Date of April 1, 2020. The transaction as per Scheme of Amalgamation is in the nature of business acquisition under Common Control as defined under Ind AS 103 "Business

Combinations". Accordingly, the Scheme has been given effect from April 1, 2023 i.e. acquisition date under common control business combination accounting. Consequently, the numbers related to the comparative period (i.e., FY 2023-24) has been rest ated accordingly.

In terms of the Scheme, the Company shall issue and allot its 24,835 equity shares of INR 2 each to the shareholders of the Transferor Company. Pending such allotment by the Company 24,835 shares of INR 2 each (amounting to INR 0.5 lakhs) have been accounted in Shares pending issuance on April 1, 2023 and have been considered for the purpose of ca lculation of earnings per shares subsequent to acquisition date. Subsequently, the company has issued and alloted 24,835 equity shares of INR 2 each on February 4, 2025.

• 9 During the year en.ded March 31, 2025, tax expense includes deferred tax expense of INR 301 Lakhs pertaining to previous years on account of Scheme impact (refer note 8) for which revised income tax returns are yet to be filed.
• 10 During the year ended March 31, 2025, HT Overseas Pte Ltd (HTOS), a wholly owned overseas subsidiary of the Company, has carried out buy back of its 3.30 Lakhs fully paid up equity shares of SGD 1 each held by the Company (representing 20% of total equity share capital of HTOS), at a price of SGD 2.36 per equity share. Impact of the buy back has been considered in Company's standalone financial results. The aforesaid buy-back will not entail any change in the shareholding pattern of HTOS, as it continues to be a wholly-owned subsidiary of the Company.
• 11 -Out of the Investment Property classified as "Non- current assets held for sale" as at March 31, 2024, the company is able to dispose of partial Investment Property and the Company remains committed to its plan to sell the balance. Further, during the year ended March 31, 2025, certain additional Investment Property has been has been re-classified from "Investment Property" to "Non- current assets held for sale".
• 12 The figures of the quarter ended March 31, 2025 and March 31, 2024 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto December 31, 2024 and December 31, 2023 respectively, being the end of the third quarter of the financial year, which were subjected to limited review.
• 13 Post conversion of Loan (including interest accrued) aggregating to INR 21,200 Lakhs provided to Next Radio Limited (subsidiary) by the company into Equity, in accordance with regulatory approvals, 'Loan to subsidiary' to this extent has been reclassified as 'Investment in subsidiary' w.e.f. February 7, 2025.

14 Additiona l disclosure as per Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requiremen ts) Regulations, 2015, as i) The Commercial Papers of the company outstanding (face value) as on March 31, 2025 were INR 23,000 Lakhs.

15 Standalone Balance Sheet as at March 31, 2025 is given below:

•• INR less than 50,000/- has been rounded off to NII.

• Refer Note 8

' Net of equity shares of INR 29 Lakhs (previous year INR 29 Lakhs) held by HT Media Employee Welfare Trust.

16 Standalone Statement of Cash Flow for the year ended March 31, 2025

~ ~

(INR in Lakhs]

* Refer Note 8

New Delhi May 20, 2025

For and on behalf of the Board of Directors

~

Shobhana Bhartia Chairperson & Editorial Director

Annexure - 2

HT MEDIA LIMITED Regd O'fice: HiodJs'.an Tin-es House 1 S-20, Kasturba Gar,d~i Marg 'lew Delh: - 1 • 0001 Tel.: 6656'234 Fax: 6656'270 www .h ·1ous1a-.t:nes .:::~r.". £-rna:I: ccrporateceo:@~industar.t1mf:s.ccrr: CIN . L22' 21DL, 32P~C1 ·7574

20th May, 2025

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400 001

National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, Block G, Bandra-Kurla Complex, Sandra (E) Mumbai- 400 051

Scrip Code: 532662

Trading Symbol: HTMEDIA

Sub: Declaration on Unmodified Opinion in the Auditor's Report for Financial Year 2024-25

Pursuant to Regulations 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby declare that the Statutory Auditors of the Company, i.e. M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), have submitted the Auditor's Report with unmodified opinion on the Standalone and Consolidated Financial Results of the Company for the Financial Year ended March 31, 2025.

You are requested to kindly take t~e above on record.

Thanking you,

Yours faithfully, For H

ial Officer)

Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi- 110025 Ph.: 011-66561234

HT MEDIA LIMITED Regd. Office; Hindustan Times House 18-20, Kasturba Gandhi Mug New Delhi -110001 Tel.: 66561234 Fax: 66561270 www.hinduatantimes.com E-mail : [email protected] CIN: L22121DL2002PLC117874

Annexure-3

Appointment of Shri Manhar Kapoor (DIN: 06553730) as a Whole-time Director of the Company

HT MEDIA LIMITED Regd. Office; Hindustan Times House 18-20, Kasturba Gandhi Mug New Delhi -110001 Tel.: 66561234 Fax: 66561270 www.hinduatantimes.com E-mail : [email protected] CIN: L22121DL2002PLC117874