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Dear Members,

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:

(INR In Lakhs)

Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	110,445	116,347	1,97,136	1,96,359
Earnings before finance costs, tax, depreciation and amortization expense (EBITDA) and exceptional items	10,921	12,845	29,842	27,549
Add: Exceptional Items (loss)	(13,464)	(6,652)	(11,423)	(581)
Less: Depreciation and amortization expense	6,684	6,851	9,273	9,799
Less: Finance costs	5,142	5,962	6,034	6,734
Add: Share of profit of joint ventures (accounted for using equity method)	NA	NA	-	-
Profit/(Loss) before tax from continuing operations	(14,369)	(6,620)	3,112	10,435
Less: Tax expense
Current Tax	-	-	1,525	-
Deferred tax charge/ (Credit)	(2,212)	(152)	(2,275)	435
Total tax charge/ (Credit) from continuing operations	(2,212)	(152)	(750)	435
Profit/(Loss) after tax from continuing operations	(12,157)	(6,468)	3,862	10,000
Loss before tax from discontinued operations	NA	NA	(10,096)	(8,891)
Tax credit of discontinued operations	NA	NA	(1,327)	(311)
Loss for the year after tax from discontinued operations	NA	NA	(8,769)	(8,580)
Add: Other comprehensive income (net of tax)
a) Items that will not be reclassified to profit or loss	355	181	776	(2,081)
b) Items that will be reclassified to profit or loss	(23)	(113)	74	(70)
Total Comprehensive loss (Net of tax)	(11,825)	(6,400)	(4,047)	(718)
Opening Balance in retained earnings	379	6,697	1,04,281	1,07,175
Add: Profit/(Loss) for the year	(12,157)	(6,468)	(5,427)	195
Add: Item of other comprehensive income recognized directly in retained earnings
- Re-measurement gain/(loss) on post-employment benefit obligation (net of tax) attributable to owners of the company	385	150	620	333
Add: Transfer from FVTOCI Reserve to Retained Earnings	-	-	(1,515)	-
Add: Adjustment due to change in non- controlling interest	-	-	-	(3,422)
Total Retained Earnings	(11,393)	379	97,959	1,04,281

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 (Wholetime 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 p>

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)
Place: New Delhi	Chairperson & Editorial Director
Date: August 5, 2026	DIN: 00020648