Markets

Your Directors are pleased to present their Twenty-Fourth Report, together with the Audited Financial Statements (Standalone
and Consolidated) for the financial year ended on March 31, 2026.

FINANCIAL RESULTS

Your Company’s performance during the financial year ended on March 31, 2026, along with previous year’s figures is
summarized below:

DIVIDEND

The Board of Directors have not recommended any dividend on the Equity Shares of the Company for the financial year ended
on March 31, 2026.

The Dividend Distribution Policy framed pursuant to the provisions of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the
Company’s website at https://www.htmedia.in/wp-content/uploads/2020/08/Dividend Distribution Policy.pdf

COMPANY PERFORMANCE AND FUTURE
OUTLOOK

A detailed analysis and insight into the financial performance
and operations of your Company for the year under review
and future outlook, is appearing under the Management
Discussion and Analysis section, which forms part of
this Annual Report.

PREFERENTIAL ISSUE

Subsequent to the close of the financial year, the Board of
Directors, at its meeting held on July 11, 2026, approved,
subject to the approval of shareholders and other statutory
and regulatory approvals, the issuance of 3,87,87,137 (Three
Crores Eighty Seven Lakhs Eighty Seven Thousand One
Hundred and Thirty Seven) warrants on a preferential issue
basis. Each warrant carries a right, exercisable by the warrant
holder, to subscribe to 1 (one) fully paid-up Equity Share of
the Company of face value of INR 2 (Indian Rupees Two only)
each, at an issue price of INR 24.57 (Indian Rupees Twenty
Four and Fifty Seven Paise only) per warrant, aggregating up
to ~INR 95.30 crores, in accordance with the provisions of the
Companies Act, 2013 and the rules made there under, Chapter
V of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as
amended (“ICDR Regulations”), and other applicable laws.
The Company has completed the dispatch of Notice of Extra
Ordinary General meeting ("EGM") scheduled to be held on
August 7, 2026, for obtaining approval of the members for
issuance of warrants.

RISK MANAGEMENT

Your Company has an established risk management
framework to identify, evaluate and mitigate business risks.
The identified risks and appropriateness of management’s
response to significant risks are reviewed periodically
by the Audit Committee. A detailed statement indicating
development and implementation of a Risk Management
Policy of the Company, including identification of various
elements of risk, is appearing in the Management Discussion
and Analysis Report.

EMPLOYEE STOCK OPTION SCHEME

The Company’s “HTML Employee Stock Option Scheme
- 2009” (“HTML ESOS 2009”) whereunder the Eligible
Employees are entitled to grant of option(s) in relation to the
Company’s shares, is in compliance with the Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (“SEBI ESOP Regulations”)
and there was no change in the same during FY-26. Further,
during the year under review, no options were granted,
vested, exercised or cancelled (each option representing one
equity share of INR 2 each) under HTML ESOS 2009.

The information required to be disclosed pursuant to the
provisions of the SEBI ESOP Regulations is available on the
Company’s website at https://www.htmedia.in/wp-content/
uploads/2026/06/ESOP-Disclosure.pdf. Certificate dated

August 5, 2026 issued by Secretarial Auditor in terms of
the SEBI ESOP Regulations is available for inspection by the
Members and any Member desirous to inspect the same may
send a request to the said effect from his/ her registered email
ID to investor@hindustantimes.com.

DEPOSITORY SYSTEM

The Company’s equity shares are compulsorily tradeable
in electronic form. As on March 31, 2026, 99.995% of the
Company’s total paid-up capital representing 23,27,62,518
equity shares are in dematerialized form.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31, 2026, your Company has 6 (six) direct
subsidiary Companies namely, Hindustan Media Ventures
Limited, Next Mediaworks Limited, Next Radio Limited,
HT Music and Entertainment Company Limited, Mosaic
Media Ventures Private Limited & HT Overseas Pte.
Ltd.; 1 (one) indirect subsidiary Company namely HT
Noida (Company) Limited. During the year under review,
HT Content Studio LLP, a Joint Venture Company (“JV
Company”) has been striken out by Ministry of Corporate
Affairs on application by its holding company i.e. Hindustan
Media Ventures Limited and consequently it ceased to be a JV
Company effective September 8, 2025.

Your Company does not have any joint venture Company
within the meaning of Section 2(6) of the Companies Act
("Act") during the year under review.

In terms of the applicable provisions of Section 136 of the
Act, Financial Statements of Subsidiary Company(ies) for
the financial year ended on March 31, 2026 are available for
inspection at Company’s website viz. https://www.htmedia.in/
investors/financial-statements-of-subsidiaries

A report on the performance and financial position of each
of the Subsidiary Companies in prescribed Form AOC-1, is
annexed to the Consolidated Financial Statements and hence,
not reproduced here. The ‘Policy for determining Material
Subsidiary(ies)’, is available on the Company’s website at
https://www.htmedia.in/wp-content/uploads/2020/08/Policy
Form Determining Material Subsidiary.pdf.

The contribution of Subsidiary Companies to the overall
performance of your Company is outlined in note no. 50 of
the Consolidated Financial Statements for the financial year
ended March 31, 2026.

Other than as mentioned above, no other subsidiary, associate
or joint venture has been acquired or ceased/ sold/ liquidated
during the financial year ended on March 31, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Appointments:

The Board, based on the recommendation of Nomination
and Remuneration Committee, and after considering the

experience of Shri Manhar Kapoor (DIN: 06553730) accorded
its approval to appoint him as an Additional Director (Whole¬
time Director) of the Company w.e.f. May 20, 2025 for a
period of 3 (three) years, which was regularised/approved by
the Members via postal ballot on June 30, 2025.

Further, on the recommendation of Nomination and
Remuneration Committee, the Board of Directors accorded
its approval to appoint Shri Sameer Singh (DIN:08138465) as
an Additional Director (in capacity of Managing Director &
Chief Executive Officer) of the Company w.e.f March 1, 2026
and recommended his appointment as the Managing Director
and Chief Executive Officer of the Company, liable to retire by
rotation, to hold office for a period of 5 (five) years with effect
from March 1, 2026, including the remuneration for a period
of 3 (three) years for the approval of the Members, which was
regularised/approved by the Members via postal ballot on
March 5, 2026.

Re-appointment of Director retiring by rotation:

In accordance with the provisions of the Act, Shri Priyavrat
Bhartia (DIN: 00020603) retires by rotation at the ensuing
Annual General Meeting ("AGM") and being eligible, offers
himself for re-appointment. Your Directors recommends the
re-appointment of Shri Priyavrat Bhartia, for approval of the
Members, at the ensuing AGM.

The disclosures required pursuant to Regulation 36 of the
SEBI Listing Regulations and the Secretarial Standards
on General Meetings (“SS-2”) with respect to proposed
re-appointment of Director are given in the Notice of ensuing
AGM, forming part of this Annual Report.

Cessation:

During the year under review, Shri Manhar Kapoor
(DIN: 06553730) has resigned and ceased to be the
Whole-Time Director of the Company w.e.f. February 28,
2026. However, he continues to act as the Group General
Counsel and Company Secretary of the Company.

Independent Directors Declaration

The Independent Directors of the Company have confirmed
the following:

a. they meet the criteria of independence as prescribed
under both, the Act and SEBI Listing Regulations;

b. they abide by the Code of Independent Directors as
provided in the Schedule IV to the Act; and

c. they have registered themselves on the data bank of
Independent Directors maintained by Indian Institute
of Corporate Affairs.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and also, they hold highest
standards of integrity and possess requisite expertise
and experience required to fulfil their duties as
Independent Directors.

Board Diversity:

Your Company acknowledges the importance of Board
diversity in fostering rich discussions and ensuring
comprehensive evaluation of key matters presented before
the Board. In line with this commitment, the Board comprises
Directors with diverse backgrounds and expertise. Further,
in compliance with Section 149(1) of the Act, your Company
has appointed a Woman Independent Director on its Board.

Code of Conduct:

The Company is guided by the Code of Conduct in taking
decisions, conducting business with a firm commitment
towards values, while meeting stakeholders’ expectations. This
is aimed at enhancing the organization’s brand and reputation.
It is imperative that the affairs of the Company are managed in
a fair and transparent manner. Further, all the Directors have
confirmed adherence to the Company’s ‘Code of Conduct’.

Key Managerial Personnel

In terms of Section 203 of the Act, the Key
Managerial Personnel (“KMPs”) of the Company as on
March 31, 2026 are Shri Sameer Singh, Managing

Director & Chief Executive Officer, Shri Piyush Gupta,
Group Chief Financial Officer and Shri Manhar Kapoor,
Group General Counsel & Company Secretary.

PERFORMANCE EVALUATION

In line with the requirements under the Act and SEBI Listing
Regulations, the Board undertook a formal annual evaluation
of its own performance, and that of its Committees, Directors
and the Chairperson.

Nomination & Remuneration Committee framed
questionnaires for evaluation of performance of the Board as
a whole, Committees, Directors and the Chairperson.

The Directors were evaluated on various parameters such
as value addition to discussions, level of preparedness,
willingness to appreciate the views of fellow Directors,
commitment to processes which includes risk management,
compliance and control, commitment to all stakeholders
(shareholders, employees, vendors, customers etc.),
familiarization with relevant aspects of Company’s business/
activities, amongst other matters. Similarly, the Board as
a whole was evaluated on parameters which included its
composition, strategic direction, focus on governance, risk
management and financial controls.

A summary report of the feedback of Directors on the
questionnaire(s) was considered by the Independent
Directors, Nomination & Remuneration Committee and the
Board of Directors at their respective meetings. On the basis
of outcome of evaluation questionnaire and discussion of the
Board, the performance of the Board and its Committees,
Directors (including Independent Directors) and Chairperson
has been assessed as satisfactory.

A separate meeting of Independent Directors was also
held to review:

Performance of the Non - Independent Directors and
the Board as a whole.

Performance of the Chairperson of the Company
considering the views of the Directors of the Company.

Assess the quality, quantity and timeliness of flow of
information between the Company Management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

AUDIT & AUDITORS
Statutory Auditor

M/s S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm
Registration No. 301003E/E300005), (“SRB”) were appointed
as Statutory Auditors of the Company, at the Annual General
Meeting ("AGM") held on September 27, 2024 to hold office
for a term of 5 (five) consecutive years.

The Auditors’ Report of SRB on Annual Financial
Statements for the financial year ended on March 31, 2026
does not contain any qualification, reservation or adverse
remark or disclaimer.

Secretarial Auditor

Shri N.C. Khanna, Company Secretary in Practice (ICSI Unique
Code: I2003DE34080) have been appointed as Secretarial
Auditor of the Company to conduct Secretarial Audit for a
term of 5 (five) consecutive years w.e.f FY-26 at the AGM held
on September 26, 2025.

The Secretarial Audit Report of the Company for FY-26
is annexed herewith as “Annexure - A” and the report
does not contain any qualification, reservation or adverse
remark or disclaimer.

Cost Auditor

In terms of the provisions of Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014, and
on the recommendation of Audit Committee, the Board of
Directors had re-appointed M/s Ramanath Iyer & Co., Cost
Accountants (Firm Registration No. 000019) as Cost Auditor
to carry out cost audit of records maintained by the Company
in relation to its FM Radio business for the financial year
ended on March 31, 2026. The Cost Audit Report has been
placed before the meeting of Audit Committee and Board of
Directors held on August 5, 2026 and report does not contain
any qualification, reservation, adverse remark or disclaimer.

In compliance with the provisions of Section 148 of the
Act, the Company has prepared and maintained its cost
records for the FY 26.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the
Company with related parties during the year under review,

were in ordinary course of business of the Company and on
arms’ length terms. The related party transactions were placed
before the Audit Committee for review and/or approval.

During the year under review, the Company did not enter
into any contracts/ arrangements/ transactions with related
party, which could be considered material in accordance
with the Company’s ‘Policy on Materiality of and dealing with
Related Party Transactions’ and accordingly, the disclosure
of related party transactions in Form AOC-2 is not applicable.
The aforesaid Policy is available on the Company’s website at
https://www.htmedia.in/wp-content/uploads/2025/11/Policy
materiality dealing Related Party Transactions-1-1.pdf.

Reference of Members is invited to note nos. 36 and 36A
of the Standalone Financial Statements, which sets out the
related party disclosures as per IND AS-24.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, your Company is
committed to undertake socially useful programmes for
welfare and sustainable development of the community at
large. The Corporate Social Responsibility (“CSR”) Committee
of Directors is in place in terms of Section 135 of the Act. The
composition, terms of reference and other details of the
CSR Committee are provided in the ‘Report on Corporate
Governance’, which forms part of this Annual Report. The
Company has in place a CSR Policy, formulated in terms of
provisions of Section 135(4) of the Act read with Rule 6 of the
Companies (Corporate Social Responsibility Policy) Rules,
2014. The CSR Policy is available on the Company’s website
at https://www.htmedia.in/wp-content/uploads/2020/08/HT
Media CSR Policy-2021.pdf and there was no change in the
same during the year under review.

The Company has not yielded any profits during the previous
three financial years. Hence, in terms of Section 135 of the
Act, the Company was not required to spend any amount on
CSR activities. However, the Annual Report on CSR for FY-26
is annexed herewith as “Annexure - B” as required
under Section 134 and 135 of the Act read with Rule
8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your Directors
state that:

i. in the preparation of the annual accounts for the
financial year ended on March 31, 2026, the applicable
Accounting Standards have been followed and there are
no material departures;

ii. such accounting policies have been selected and applied
consistently and judgments and estimates have been
made; that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
as on March 31, 2026; and of the loss of the Company for
the year ended on March 31, 2026;

iii. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a ‘going
concern’ basis;

v. proper internal financial controls were in place and
that such internal financial controls were adequate and
operating effectively; and

vi. systems have been devised to ensure compliance with
the provisions of all applicable laws, and that such
systems were adequate and operating effectively.

DISCLOSURES UNDER THE COMPANIES
ACT, 2013

Borrowings and Debt Servicing: During the year under
review, your Company has met all its obligations towards
repayment of principal and interest on loans availed.

Particulars of loans given, investments made, guarantees/
security given: Details of investments made and loans/
guarantees /security given, as applicable, are given in the note
nos. 6A, 6B, 35 & 47 of the Standalone Financial Statements.

Board Meetings: Yearly calendar of Board Meetings was
prepared and circulated in advance to the Directors. During
the financial year ended on March 31, 2026, the Board met
4 (four) times on May 20, 2025, August 5, 2025, November
11, 2025 and January 28, 2026. For further details of these
meetings, Members may please refer Report on Corporate
Governance which forms part of this Annual Report.

Committees of the Board: During the year under review, there
were 7 (seven) standing Committees of the Board of Directors
viz. Audit Committee, Stakeholders’ Relationship Committee,
Nomination & Remuneration Committee, Risk Management
Committee, Corporate Social Responsibility Committee, Banking
& Finance Committee and Investment Committee. During the
year under review, recommendations of these Committees if any,
were accepted by the Board. For further details of the Committees
of the Board, Members may please refer ‘Report on Corporate
Governance’ which forms part of this Annual Report.

Remuneration Policy: The Remuneration Policy of the
Company on appointment and remuneration of Directors,
Key Managerial Personnel (KMPs) & Senior Management, as
prescribed under Section 178(3) of the Act and SEBI Listing
Regulations, is available on the Company’s website at https://
www.htmedia.in/wp-content/uploads/2020/08/Remuneration
Policy 16-Jan-19.pdf. The Remuneration Policy includes,
inter-alia, criteria for appointment of Directors, KMPs, Senior
Management Personnel and other covered employees, their
remuneration structure and disclosures in relation thereto.
There was no change in the remuneration policy during the
year under review.

Vigil Mechanism: The Vigil Mechanism, as envisaged
in the Act & rules made thereunder and SEBI Listing
Regulations, is addressed in the Company’s “Whistle
Blower Policy”. In terms of the Policy, Directors/employees/
stakeholders of the Company may report concerns about
unethical behaviour, actual or suspected fraud or any
violation of the Company’s Code of Conduct and any
incident of leak or suspected leak of Unpublished Price
Sensitive Information (“UPSI”). The Policy provides for
adequate safeguards against victimization of the Whistle
Blower. The Policy is available on the Company’s website
at https://www.htmedia.in/wp-content/uploads/2020/08/
Whistle Blower Policy.pdf.

Particulars of employees and related disclosures: In

accordance with the provisions of Section 197(12) of the Act
read with Rule 5(2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
details of employees’ remuneration forms part to this Annual
Report. Having regard to the provisions of the second proviso
to Section 136(1) of the Act, the Annual Report excluding
the aforesaid information is being sent to the Members
of the Company. Any Member interested in obtaining
such information may address their email to investor@
hindustantimes.com.

Disclosures under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as
“Annexure - C”.

Annual Return: In terms of Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return in form MGT-7 for FY-
26, is available on the website of the Company at https://www.
htmedia.in/investors/annual-return-report.

Conservation of energy, technology absorption and foreign
exchange earnings & outgo: The information on conservation
of energy, technology absorption and foreign exchange
earnings & outgo is annexed herewith as “Annexure - D”.

CORPORATE GOVERNANCE

The report on Corporate Governance in terms of the SEBI
Listing Regulations, forms part of this Annual Report. The
certificate issued by Shri N.C.Khanna, Company Secretary in
Practice confirming the conditions of corporate governance
is annexed herewith as “Annexure - E”.

SECRETARIAL STANDARDS

During the year under review, Secretarial Standards (i.e.
SS-1 and SS-2) relating to ‘Meetings of the Board of Directors’
and ‘General Meetings’, have been followed by the Company.
Further, the Company has in place proper systems to
ensure compliance with the provisions of the applicable
Secretarial Standards issued by The Institute of Company
Secretaries of India and such systems are adequate and
operating effectively.

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

Your Company adheres to a strict policy to ensure the
safety of women employees at workplace. The Company is
fully compliant with the provisions of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made thereunder. An Internal
Committee (IC) is in place to redress complaints regarding
sexual harassment. IC is in place for all works and offices of
the Company to redress complaints received regarding sexual
harassment. The Company’s policy in this regard, is available
on the employee intranet portal. The Company conducts
regular training sessions for employees and Members of IC
and has also rolled-out an online module for employees to
increase awareness. Further, 1 (one) complaint was received
during the year under review which has been resolved.

MATERNITY BENEFITS ACT, 1961

The Company is in compliance with the provisions of the
Maternity Benefits Act, 1961.

INTERNAL FINANCIAL CONTROL

Your Company has in place, adequate internal financial
controls with reference to the financial statements, which
helps in periodically reviewing the effectiveness of controls
laid down across all critical processes. The Company also has
in place internal control system which is supplemented by an
extensive program of internal audits and their review by the
Management. The in-house internal audit function, supported
by professional external audit firms, conduct comprehensive
risk focused audits and evaluates the effectiveness of the
internal control structure across locations and functions on
a regular basis. The Company also has an online Compliance
Management Tool with a centralized repository to cater to its
statutory compliance requirements.

GENERAL

Your Directors state that during the year under review:

1. There were no deposits accepted by the Company under
Chapter V of the Act.

2. The Company had not issued any shares (including
sweat equity shares) to Directors or employees of the
Company under any scheme.

3. There was no change in the share capital of the Company.

4. The Company had not issued any equity shares with
differential rights as to dividend, voting or otherwise.

5. The Company has not transferred any amount to the
General Reserve.

6. No material changes/commitments of the Company have
occurred after the end of the Financial Year 2025-26 and
till the date of this report, which affect the financial
position of your Company.

7. No significant or material order was passed by any
Regulator, Court or Tribunal which impact the ‘going
concern’ status and Company’s operations in future.

8. Statutory Auditor, Secretarial Auditor and Cost Auditor
have not reported any instance of fraud to the Audit
Committee pursuant to Section 143(12) of the Act and
rules made thereunder.

9. There was no change in the nature of business
of the Company.

10. There were no proceedings initiated/ pending
against your Company under the Insolvency and
Bankruptcy Code, 2016.

11. There was no instance of onetime settlement with any
Bank or Financial Institution.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for
the co-operation extended by all the stakeholders, including
Ministry of Information & Broadcasting, regulatory
authorities and other government authorities, shareholders,
investors, readers, advertisers, browsers, listeners, customers,
banks, vendors and suppliers.

Your Directors also place on record their deep appreciation
of the committed services of the executives and employees
of the Company.

For and on behalf of the Board

(Shobhana Bhartia)

Chairperson & Editorial Director
DIN: 00020648