Dear Members,
Your Directors are pleased to present their Twenty-Third Report,
together with the Audited Financial Statements (Standalone and Consolidated) for the
financial year ended on March 31, 2025.
FINANCIAL RESULTS
Your Company's performance during the financial year ended on
March 31, 2025, along with previous year's figures is summarized below:
(J in Lacs)
Particulars |
Standalone |
Consolidated |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Income |
1,16,347 |
1,05,232 |
2,02,488 |
1,88,580 |
Earnings before finance costs,
tax, depreciation and amortization expense (EBITDA) and exceptional items |
12,845 |
9,594 |
18,660 |
11,831 |
Add: Exceptional Items (loss) |
(6,652) |
(8,188) |
(581) |
(6,233) |
Less: Depreciation and
amortization expense |
6,851 |
8,024 |
9,801 |
11,921 |
Less: Finance costs |
5,962 |
6,338 |
6,734 |
7,777 |
Add: Share of profit of joint
ventures (accounted for using equity method) |
- |
- |
- |
53 |
Profit/(Loss) before tax |
(6,620) |
(12,956) |
1,544 |
(14,047) |
Less: Tax expense |
|
|
|
|
- Current Tax |
- |
- |
- |
- |
- Deferred tax charge/
(Credit) |
(152) |
(2,184) |
124 |
(4,909) |
Total tax charge/ (Credit) |
(152) |
(2,184) |
124 |
(4,909) |
Profit/(Loss) after tax |
(6,468) |
(10,772) |
1,420 |
(9,138) |
Add: Other comprehensive
income (net of tax) |
|
|
|
|
a) Items that will not be
reclassified to profit or loss |
181 |
(17) |
(2,068) |
(613) |
b) Items that will be
reclassified to profit or loss |
(113) |
(28) |
(70) |
(25) |
Total Comprehensive loss (Net
of tax) |
(6,400) |
(10,817) |
(718) |
(9,776) |
Opening Balance in retained
earnings |
6,697 |
34,362 |
1,07,175 |
1,15,329 |
Pursuant to scheme of
amalgamation (refer note 50 of financials for standalone and note 47 of financials for
consolidated) |
|
(16,867) |
|
4 |
Add: Profit/(Loss) for the
year |
(6,468) |
(10,772) |
195 |
(8,058) |
Add: Item of other
comprehensive income recognized directly in retained earnings |
|
|
|
|
Re-measurement gain/(loss) on
post-employment benefit obligation (net of tax) |
150 |
(26) |
333 |
(100) |
Adjustment due to change in
non-controlling interest (Refer Note 33 of financials) |
- |
- |
(3,422) |
- |
Total Retained Earnings |
379 |
6,697 |
1,04,281 |
1,07,175 |
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, 2025.
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 Report.
SCHEME OF ARRANGEMENT
Hon'ble National Company Law Tribunal (NCLT), New Delhi Bench has
approved merger of HT Mobile Solutions Ltd. (transferor entity) with HT Media Ltd. (the
Company) vide its Order dated December 03, 2024. The Certified True Copy (CTC) of the
order was received on December 16, 2024. The order of the scheme was effective upon filing
of CTC with Ministry of Corporate Affairs i.e. December 21, 2024. Accordingly, in terms of
the scheme, the scheme has become effective from April 01, 2020 (Appointed Date).
Pursuant to merger, the Authorised Share Capital of the Company has
been increased from H 72,50,00,000 to H 625,90,00,000 and the total Paid-up Equity Share
Capital of the Company has been increased to 23,27,73,149 equity shares of H 2 each
amounting to H 46,55,46,298. The new shares allotted consequent to merger (24,835 equity
shares) are listed on the Stock Exchanges (i.e. NSE Limited and BSE Limited).
RISK MANAGEMENT
Your Company has an established risk management framework to identify,
evaluate and mitigate business risks. The Company has constituted a Risk Management
Committee of Directors which reviews the identified risks and appropriateness of
management's response to significant risks. The details of Risk Management Committee
are given in the Corporate Governance Report which forms part of this Annual Report. 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 SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(“SEBI ESOP Regulations”) and there was no change in the same during FY-25.
Further, during the year under review, no options were granted, vested, exercised or
cancelled (each option representing one equity share of ? 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/2025/08/ESOP-Disclosure-1.pdf .
Certificate dated August 05, 2025 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, 2025, 99.99% of the Company's total paid-up capital
representing 23,27,37,135 equity shares are in dematerialized form.
SUBSIDIARY AND ASSOCIATE COMPANIES
As on March 31, 2025, your Company has six (6) 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.; one (1) indirect subsidiary Company namely HT Noida (Company)
Limited and one (1) associate Company HT Content Studio LLP.
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 of the Company (rather than being a step-down subsidiary) w.e.f.
February 7, 2025. Effective holding % of the Company in Next Radio Limited has increased
from 74.81% to 93.37%. The Company holds 86.47% equity stake in Next Radio Limited
directly and 13.53% equity stake is held directly by Next Mediaworks Limited. Accordingly,
non-controlling interest in NRL has reduced from 25.19% to 6.63% w.e.f. February 7, 2025.
Further, during the period under review, HT Mobile Solutions Limited
ceased to be the subsidiary of the Company effective December 21, 2024 pursuant to the
scheme of amalgamation sanctioned by Hon'ble National
Company Law Tribunal, New Delhi Bench (NCLT) vide its order dated
December 03, 2024.
Your Company does not have any joint venture Company within the meaning
of Section 2(6) of the Act during the year under review.
In terms of the applicable provisions of Section 136 of the Act,
Financial Statements of subsidiary/ associate Companies for the financial year ended on
March 31, 2025 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 / associate 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/ associate/ joint ventures Companies to
the overall performance of your Company is outlined in note no. 49 of the Consolidated
Financial Statements for the financial year ended March 31, 2025.
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, 2025.
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 three (3) years, which was
regularised/approved by the Members via postal ballot on June 30, 2025.
Re-appointment of Director retiring by rotation:
In accordance with the provisions of the Act, Shri Shamit Bhartia (DIN:
00020623) retires by rotation at the ensuing AGM and being eligible, offers himself for
re-appointment. Your Directors commends the re-appointment of Shri Shamit 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:
Shri Praveen Someshwar (DIN: 01802656) has ceased to be the Managing
Director & Chief Executive Officer of the Company w.e.f. February 28, 2025.
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 Directo rs ofthe Company and
also they hold highest stan dards 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 Companies
Act, 2013, 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 (KMP)
During the year under review, Shri Praveen Someshwar has resigned from
the position of Managing Director & Chief Executive Officer (KMP) of the Company
w.e.f. February 28, 2025. Further pursuant to the recommendation of the Nomination &
Remuneration Committee and approval of the Board of Directors of the Company, Shri Sameer
Singh was appointed as Group Chief Executive Officer (KMP) of the Company w.e.f. March 1,
2025.
In terms of Section 203 of the Act, the KMPs of the Company as on March
31, 2025 are Shri Sameer Singh, Group Chief Executive Officer, Shri Piyush Gupta, Group
Chief Financial Officer and Shri Manhar Kapoor, Group General Counsel and Company
Secretary. Shri Manhar Kapoor was also appointed as Whole Time Director of the Company
w.e.f. May 20, 2025.
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 B S R and Associates, Chartered Accountants [Firm Registration No.
128901W] (“B S R”) were appointed as Statutory Auditors of the Company, for a
term of five (5) consecutive years, at the AGM held on September 26, 2019. The term of the
Statutory Auditors has expired on the conclusion of 22nd AGM of the Company
held on September 27, 2024.
Accordingly, after evaluation of M/s S.R. Batliboi & Co. LLP,
Chartered Accountants, (Firm Registration No. 301003E/ E300005), (“SRB”), on
various criteria viz. competency, technical capability, approach on transition, overall
audit approach, sector expertise and understanding of the business of the Company, the
shareholders on the recommendation of Audit Committee and Board of Directors, have
approved the appointment of SRB as Statutory Auditors of the Company, in accordance with
the provisions of Section 139 of the Companies Act, 2013, for a term of 5 (five)
consecutive years to hold office from the conclusion of 22nd AGM till the
conclusion of 27th AGM of the Company to be held in the calendar year 2029.
The Auditors' Report of SRB on Annual Financial Statements for the
financial year ended on March 31, 2025 does not contain any qualification, reservation or
adverse remark or disclaimer.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and rules made
thereunder, the Board of Directors had appointed Shri N.C. Khanna, Company
Secretary-inPractice (C.P. No. 5143) as Secretarial Auditor, to conduct Secretarial Audit
for the financial year ended on March 31, 2025. Secretarial Audit Report of the Company
for FY-25 is annexed herewith as “Annexure - A” and the report does not contain
any qualification, reservation or adverse remark or disclaimer.
In terms of the Regulation 24A of SEBI Listing Regulations the Board
has recommended appointment of Shri N.C. Khanna, Company Secretary-in-Practice (C.P. No.
5143) as Secretarial Auditor, for a period of 5 years w.e.f. FY 2026, for approval of the
Members, at the ensuing AGM.
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 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, 2025. The Cost Audit Report has been placed before the meeting of
Audit Committee and Board of Directors held on August 05, 2025 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 financial year 2024-25.
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, 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/2020/08/Policy
materiality
dealing Related Party Transactions.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.
DEBENTURES
The Company had issued 5.70% Non-Convertible Debentures (NCDs) of face
value of INR 9,600 Lakhs under private placement (listed on BSE limited) in the year ended
March 31, 2022, out of which INR 3,200 Lakhs were outstanding as at March 31, 2024 and the
same got redeemed on December 31, 2024. During the year under review, the Company has not
allotted any fresh NCDs and there are no outstanding NCD's as on March 31, 2025.
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-25 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, 2025, 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,
2025; and of the loss of the Company for the year ended on March 31, 2025;
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, 2025,
the Board met five times on May 8, 2024, July 26, 2024, October 29, 2024, January 11, 2025
and February 04, 2025. 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: At present, seven standing Committees of the
Board of Directors are in place 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 & 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 Info rmation (UPSI). The
Policy provides fo r 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 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-25, is available on the website of the
Company at https://www.htmedia.in/wp-content/
uploads/2025/08/Draft-MGT-7.pdf
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 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, no complaints were received during the year
under review.
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, suppo
rted 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 except due
to merger of HT Mobile Solutions Limited with the Company, the details of which are
mentioned under section ‘Scheme of Arrangement' of this report.
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 2024-25 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 Regulato r, 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.
ANNEXURE - A TO BOARD'S REPORT
Form No. MR-3
SECRETARIAL AUDIT REPORT (For the Financial Year ended March 31, 2025)
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members HT MEDIA LIMITED
CIN: - L2212DL2002PLC117874 HINDUSTAN TIMES HOUSE 18-20, KASTURBA
GANDHI MARG NEW DELHI 110001
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by HT MEDIA LIMITED
(hereinafter called the “Company”). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on my verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, the explanations and clarifications given to us
and the representations made by the management, I hereby report that in my opinion, the
Company has, during the audit period covering the financial year ended on March 31, 2025,
complied with the statutory provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter,
I have examined the books, papers, minute books, forms and returns
filed, and other records maintained by the Company for the financial year ended on March
31, 2025, according to the provisions of:
I. The Companies Act, 2013 (the Act) and the rules made there under;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA')
and the rules made there under;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed
there under;
IV. Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to extent of Foreign Direct
Investment, Overseas Direct
Investment and External Commercial borrowings.
V. The following Regulations and Guidelines
prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act'): -
a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of
India (Prohibition of Insider Trading)
Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018*;
d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client (Not Applicable as the Company is not registered as Registrar to Issue and Share
Transfer Agent during the financial year un der review);
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009*; and
h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018*;
*(Not applicable as there is no reportable event held during the
financial year under review);
VI. Other laws applicable to the Company namely: -
a) The Press and Registration of Books Act, 1867 & rules made
thereunder;
b) Press Council Act, 1978;
c) Telecom Regulatory Authority of India Act, 1997;
d) Indian Telegraphy Act, 1885;
e) Indian Wireless Telegraphy Act, 1993; and
f) Information Technology Act, 2000 & rules & guidelines made
thereunder
#The Company has a proper monitoring system for compliance of Industry
specific laws. There are no regular compliances under these acts. However, as and when an
event arose the company has attended the same promptly.
I have examined the entire framework, processes and procedures of
compliance of Environmental Laws, Labour Laws & other General Laws. The reports,
compliances etc. with respect to these laws have been examined by me on test check basis.
I have also examined compliance with the applicable clauses of the
following:
I. Secretarial Standards issued by The Institute of Company Secretaries
of India.
II. SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, NonExecutive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review are carried out in compliance with the provisions of the Act.
Adequate notices were given to all directors to schedule the Board
Meetings agenda and detailed notes on agenda were sent in accordance with applicable
statutory provision and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
All decisions at Board and Committee Meetings are carried out
unanimously as recorded in the minutes of the meetings of the Board of Directors or
Committees of the Board, as the case may be.
I further report that there are adequate systems and processes in the
company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that
1. Statutory Auditor Change: M/s S.R. Batliboi & Co. LLP was
appointed as Statutory Auditors of the Company for a term of five (5) consecutive years to
hold office from the conclusion of 22nd AGM till the conclusion of 27th
AGM of the Company to be held in the calendar year 2029.
2. Share Buy-back: Approved offer of 3,30,038 shares held in HT
Overseas Pte. Ltd. for buy-back at SGD 2.36 per share, totalling SGD 7,79,775.
3. Leadership Transition: Shri Praveen Someshwar resigned as MD &
CEO effective February 28, 2025. Shri Sameer Singh was appointed as Group CEO (KMP)
effective March 01, 2025.
4. Equity Investment in Subsidiary: Board at its meeting held on May
08, 2024 had approved investment of upto H 10 crore by way of equity infusion in Mosaic
Media Ventures Pvt. Ltd. during FY 2024-25 Further, Board at its meeting held on February
04, 2025 had approved investment of up to ? 11 crore in the equity share capital of Mosaic
Media Ventures Pvt. Ltd. during FY 2024-25 and FY 202526 to meet business and working
capital needs.
5. Scheme of Amalgamation: Took note of the scheme of amalgamation
between HT Mobile Solutions Limited (HTMS) and HT Media Limited (HTML), effective April
01, 2020, including approval for allotment of equity shares of HTML to eligible
shareholders of HTMS and cancellation of shares held by HTML and its nominees. The scheme
was
approved by the Hon'ble NCLT vide order dated December 03, 2024.
6. The Board of Directors of the Company on February 07, 2025, had
approved the conversion of existing inter-Company loans(including outstanding interest) as
on December 31, 2024, extended by the Company to Next Radio Limited (‘NRL'), a
step-down subsidiary of the Company, into equity in NRL. Upon conversion of outstanding
debt into equity NRL has become direct subsidiary of the Company with effect from February
07, 2025.
To,
The Members
HT MEDIA LIMITED
CIN: - L2212DL2002PLC117874
HINDUSTAN TIMES HOUSE
18-20, KASTURBA GANDHI MARG
NEW DELHI 110001
My Secretarial Audit Report of even date, for the financial year ended
March 31, 2025 is to be read along with this letter.
Management's Responsibility
1. It is the responsibility of the management of the Company to
maintain secretarial records, devise proper systems to ensure compliance with the
provisions of all applicable laws and regulations and to ensure that the systems are
adequate and operate effectively.
Auditor's Responsibility
2. My responsibility is to express an opinion on these secretarial
records, standards and procedures followed by the Company with respect to secretarial
compliances.
3. I believe that audit evidence and information obtained from the
Company's management is adequate and appropriate for us to provide a basis for our
opinion.
4. Wherever required, I have obtained the management's
representation about the compliance of laws, rules and regulations and happening of events
etc.
Disclaimer
5. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
6. I have not verified the correctness and appropriateness of financial
records and books of accounts of the Company.
ANNEXURE - B TO BOARD'S REPORT
Annual Report on CSR activities for FY-25
1. Brief outline on CSR Policy of the Company:
The Company strives to achieve excellence when it comes to undertaking
business in a socially, ethically and environmentally responsible manner. The formulation
of Corporate Social Responsibility (CSR) Policy, is one such step forward in that
direction. The Policy outlines the Company's philosophy as a responsible corporate
citizen and also lays down the guidelines and mechanism for undertaking socially useful
programs for welfare & sustainable development of the community, in and around area of
operations of the Company and other parts of the Country.
2. Composition of CSR Committee:
Sl. No. Name of Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Smt. Shobhana Bhartia |
Chairperson (Chairperson
& Editorial Director [MD]) |
- |
- |
2 Smt. Rashmi Verma |
Member
(Independent Director) |
- |
- |
3 Shri Priyavrat Bhartia |
Member
(Non-Executive Director) |
- |
- |
3. Provide the web-link(s) where Composition of CSR Committee, CSR
Policy and CSR projects approved by the Board are disclosed on the website of the Company:
Composition of CSR Committee: https://www.htmedia.in/wp-content/uploads/2024/01/Board-Committee-of-HT-Media.pdf
CSR Policy is available at: https://www.htmedia.in/wp-content/uploads/2020/08/HT
Media CSR Policy-2021.pdf CSR Projects: Not Applicable
4. Provide the executive summary along with web-link(s) of Impact
Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if
applicable:
Not Applicable
5. a) Average net profit/(loss) of the Company as per sub-section (5)
of section 135: H (8992.10 Lacs)
b) Two percent of average net profit of the Company as per sub-section
(5) of section 135: Not
Applicable
c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: Nil
d) Amount required to be set off for the financial year, if any: Not
Applicable
e) Total CSR obligation for the financial year (5b+5c- 5d): Not
Applicable
6. a) Amount spent on CSR Projects (both Ongoing Project and other than
Ongoing Project): Ongoing Project: Not Applicable
Other than Ongoing Project: Not Applicable
b) Amount spent in Administrative Overheads: Not Applicable
c) Amount spent on Impact Assessment, if applicable: Not Applicable
d) Total amount spent for the Financial Year [(6a)+(6b)+(6c)]: Not
Applicable
e) CSR amount spent or unspent for the Financial year:
Total Amount Spent
for the Financial Year (J in Lacs) |
Amount Unspent (J
in Lacs) |
Total Amount
transferred to Unspent CSR Account as per sub-section (6) of section 135 |
Amount transferred
to any fund specified under Schedule VII as per second proviso to sub-section (5) of
Section 135 |
|
Amount |
Date of transfer |
Name of the Fund |
Amount |
Date of transfer |
Nil |
Not Applicable |
f) Excess amount for set off, if any:
Sl. No. Particular |
Amount (J in
Lacs) |
(1) (2) |
(3) |
(i) Two percent of average net
profit of the Company as per sub-section (5) of section 135 |
NA |
(ii) Total amount spent for the
Financial Year |
NA |
(iii) Excess amount spent for the
financial year [(ii)-(i)] |
NA |
(iv) Surplus arising out of the
CSR projects or programmes or activities of the previous financial years, if any |
NA |
(v) Amount available for set off
in succeeding financial years [(iii)-(iv)] |
NA |
7. Details of Unspent CSR amount for the preceding three Financial
Years:
Sl. No. |
Preceding Financial
Year(s) |
Amount transferred
to Unspent CSR Account under sub-section (6) |
Balance Amount in
Unspent CSR Account under sub-section (6) |
Amount spent in
the Financial Year (J in |
Amount
transferred to a Fund as specified under Schedule VII as per second proviso
to sub-section (5) of section 135, if any |
Amount remaining
to be spent in succeeding Financial |
Deficiency, if any |
|
|
of section 135 (J
in Lacs) |
of section 135 (J
in Lacs) |
Lacs) |
Amount (J in Lacs) |
Date of transfer |
Years (J in Lacs) |
|
1. |
FY 23-24 |
Not Applicable |
Nil |
Not Applicable |
2. |
FY 22-23 |
Not Applicable |
Nil |
Not Applicable |
3. |
FY 21-22 |
Not Applicable |
Nil |
Not Applicable |
8. Whether any capital assets have been created or acquired through CSR
amount spent in the Financial Year: No
If Yes, enter the number of Capital assets created/ acquired: Not
Applicable
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year:
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year:
Sl.
No. |
Short particulars of the
property or asset(s) [including complete address and location of the property] |
Pincode of the property or
asset(s) |
Date of creation |
Amount of CSR amount spent |
Details of
entity/ Authority/ beneficiary of the registered owner |
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
|
|
|
|
|
CSR Registration n Number, if
applicable |
Registered
address |
|
(All the fields should be captured as appearing in the revenue record,
flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be
specified and also the area of the immovable property as well as boundaries)
9. Specify the reason(s), if the Company has failed to spend two per
cent of the average net profit as per sub-section (5) of section 135: Not Applicable
ANNEXURE - C TO BOARD'S REPORT
Details pertaining to remuneration as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014
(i) The ratio of remuneration of each Director to the median
remuneration of the employees and percentage change in remuneration of each Director and
KMP viz. Chief Executive Officer, Chief Financial Officer and Company Secretary during the
financial year ended on March 31, 2025, is as under -
Name of Directors and KMP |
Designation |
Remuneration for FY 24-25
J/Lacs) |
% increase in remuneration in FY
24-25 |
Ratio of remuneration of each
Director to median remuneration of employees in FY 24-25@ |
Smt. Shobhana Bhartia |
Chairperson & Editorial
Director |
713.57 |
0.03% |
89.20% |
Shri Palamadai
Sundararajan
Jayakumar |
Independent
Director* |
5.00 |
(28.57%) |
0.62% |
Smt. Rashmi Verma |
Independent
Director* |
9.50 |
18.75% |
1.19% |
Shri Sandeep Singhal |
Independent
Director* |
4.50 |
28.57% |
0.56% |
Shri Vivek Mehra |
Independent
Director* |
10.00 |
17.65% |
1.25% |
Shri Ashwani Windlass |
Independent
Director* |
8.00 |
- |
1% |
Shri Priyavrat Bhartia |
Non-Executive
Director |
Not applicable |
Not applicable |
Not applicable |
Shri Shamit Bhartia |
Non-Executive
Director |
Not applicable |
Not applicable |
Not applicable |
Shri Sameer Singh** |
Group Chief Executive Officer |
27.00 |
Not
comparable |
Not applicable |
Shri Praveen SomeshwarAA |
Managing Director & CEO |
640.38 |
28.60%*** |
80.05% |
Shri Manhar Kapoor |
Group General Counsel &
Company Secretary |
250.83 |
12.27% |
Not applicable |
Shri Piyush Gupta |
Group Chief Financial Officer |
558.35 |
25.57% |
Not applicable |
@ Median remuneration of employees during FY-25 was H 8 Lacs ^Comprises
of sitting fee for attending Board/Committee meetings, as applicable
A
Not comparable since he was appointed w.e.f January19, 2024 and
attended only one meeting in FY24 **Appointed as Group Chief Executive Officer w.e.f.
March 01,2025
AACeased to be MD & CEO w.e.f. February28, 2025
***Compared on pro-rata basis owing to cessation of office w.e.f.
February 28,2025
Note:
(a) Perquisites have been valued as per Income Tax Act, 1961.
(b) Save and except the above, no remuneration was paid by the Company
to Directors/ KMPs during FY-25.
(ii) There was an increase of 1% in the median remuneration of
employees of the Company in FY-25.
(iii) As on March 31, 2025, there were 1587 permanent employees on the
rolls of the Company.
(iv) Average percentage increase in remuneration of employees, other
than managerial personnel, during FY- 25 is 7.7%. During the same period, the average
percentage change in remuneration of managerial personnel is given in above table.
(v) It is hereby affirmed that the remuneration is as per the
Remuneration Policy of the Company.
ANNEXURE - D TO BOARD'S REPORT
Information on conservation of energy, technology absorption, foreign
exchange earnings & outgo as per Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014
(A) Conservation of energy-
(i) Steps taken or impact on conservation of energy:
Energy saving initiatives taken during earlier years were further
progressed during FY-25. At present, 100% of the lighting across all print locations have
been converted to LED. Internal energy audit in factories has been taken up and various
energysaving projects were implemented. Major energy saving projects undertaken this year
1. Replaced 2 * 400KVA UPS with en ergy efficient 2 * 300 KVA UPS
2. UPS Load rationalization to eliminate usage of 2 * 400 KVA UPS
3. Replaced 2 no's of AHU's with EC / IE4 fan technology.
4. Operational Control to conserve energy of air compressors,
CTP's, Lighting, Air Conditioning and Machine chillers.
These projects delivered savings of ~H 42 Lacs/ year.
(ii) Steps taken by the Company for utilizing alternate sources of
energy:
The Company continues to use green energy (Solar project) through Power
Purchase Agreement (PPA) with M/s Amplus Green Power Pvt Ltd to provide open access solar
power (3.84 MWp). With this initiative we are utilising 70% of our total power requirement
through Solar Energy based on applicable Solar regulatory authority laws. It has saved
electricity cost of H 98 Lacs/ year (approx.) at our Greater Noida plant.
(iii) Capital investment on energy conservation equipment:
In line with the Company's strategy to optimise energy
conservation, a sum of H 91 Lacs was spent:
1. H 70 Lacs on the replacement of UPS
2. H 21 Lacs on replacement of Air Handling Unit (AHUs).
(B) Technology absorption-
(i) Efforts made towards technology absorption:
Energy efficient AHU's & UPS.
(ii) Benefits derived like product improvement, cost reduction, product
development or import substitution: Cost Savings of approx. H 42 Lacs/ year
(iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year):
a) Details of technology imported: EC Fan Technology for AHU, 4-level
hybrid technology for UPS
b) Year of import: 2024
c) Whether the technology being fully absorbed: Yes
d) If not fully absorbed, areas where absorption has not taken place,
and the reasons thereof: Not Applicable
(iv) Expenditure incurred on Research and Development: NIL
(C) Foreign exchange earnings and outgo-
• Foreign Exchange earned in terms of actual inflows during the
year: H 406 Lacs
• Foreign Exchange outgo during the year in terms of actual
outflows: H 11,970 lacs
ANNEXURE - E TO BOARDS REPORT
CERTIFICATE OF COMPLIANCE OF CORPORATE GOVERNANCE [Pursuant to
Regulation 34(3) read with Schedule V Para E of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015]
(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
To
The Members
HT Media Limited
Reg Office: Hindustan Times House,
18-20, Kasturba Gandhi Marg,
New Delhi-110001
I have examined the compliance of the conditions of Corporate
Governance by HT Media Limited ('the Company') for the financial year ended on March
31, 2025, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-regulation
(2) of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI
Listing Regulations').
The compliance of conditions of Corporate Governance is the
responsibility of the management. My examination was limited to the procedures and
implementation thereof, adopted by the Company, for ensuring compliance with the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on
the financial statements of the Company.
In my opinion and to the best of our information and according to the
explanations given to us, and the representations made by the Directors and the
Management, I hereby certify that the Company has complied with the conditions of
Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on
March 31, 2025.
I further state that such compliance is neither an assurance as to the
future viability of the Company nor the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
