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HT Media Ltd Audit Report / Information 2022

May 27, 2022

61512_rns_2022-05-27_1ef95489-baa0-4f3b-a478-0b148090da3b.pdf

Audit Report / Information

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HT MEDIA LIMITED

Regd . Office-: Hindus-tan Time-s House 18-20, Kasturba Gandhi Marg New Delhi - 110001 Tel. : 66561234 Fax : 66561270 www . hind us ta ntimes. com E-mail : [email protected] CIN L22121DL2002PL.C117874

27th May, 2022

Ref: HTML/CS/02/2022

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

National Stock Exchange of India Limited Exchange Plaza, C-1 , Block G, Bandra-Kurla Complex, Bandra (E) MUMBAI -400 051

Scrip Code: 532662

Trading Symbol: HTMEDIA

Subject: Outcome of the Board Meeting held on 27th May, 2022 and Disclosure under Regulation 30 and 51 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("SEBI LODR")

Dear Sirs,

This is to inform that the Board of Directors of the Company at its meeting held today, i.e. 27th May, 2022, (which commenced at 7;00 p.m. and concluded at 7 :3 0 p.m.) has, inter-alia, transacted the following business: -

  • 1. Approved the Audited Financial Results (Standalone and Consolidated) of the Company fo r the quarter and financial year ended on 3 I st March, 2022, pursuant to Regulation 33 and 52 of SEBI LODR;
    1. Approved the Audited Financial Statements (Standalone and Consolidated) of the Company, prepared pursuant to the Companies Act, 2013 for the financial year ended on 31 st March, 2022;
    1. No Dividend has been recommended for the financial year 2021-22.

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

  • I. Audited Financial Results (Standalone and Consolidated) of the Company for the quarter and financial year ended on 31 st March, 2022 in the prescribed format along with the Auditor's Repott thereon (Annexure-1 );
    1. Declaration by Chief Financial Officer on Unmodified Opinion m the Auditor's Report, for Financial Year 2021-22 (Annexure -2);

This is for your information and record.

Thanking you,

edia Limited

Encl.: As above

B S R and Associates

Chartered Accountants

Building No.10,12th Floor, Tower-C, DLF Cyber City, Phase-II, Gurugram – 122 002, India

Telephone: +91 124 719 1000 Fax: +91 124 235 8613

Independent Auditor's Report

To the Board of Directors of HT Media Limited

Report on the audit of the Consolidated Annual Financial Results

Opinion

We have audited the accompanying consolidated annual financial results of HT Media Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group"), and its joint ventures for the year ended 31 March 2022, attached herewith, (in which are included financial statements of Employee Stock Option Plan ('Trust')) being submitted by the Holding Company pursuant to the requirement of Regulation 33 and Regulation 52(4) read with Regulation 63 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), as prescribed in Securities and Exchange Board of India operational circular SEBI/HO/DDHS/P/CIR/2021/613 dated 10 August 2021.

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of report of the other auditor on audited financial statements of Trust and of the other auditors on separate audited financial statements of the subsidiaries, the aforesaid consolidated annual financial results:

a. include the annual financial results of the following entities

Parent:

HT Media Limited (HTML)

Subsidiaries:

Hindustan Media Ventures Limited (HMVL)

HT Music and Entertainment Limited (HTME)

HT Mobile Solutions Limited (HTMS)

HT Overseas Pte. Limited (HTOS)

Next Mediaworks Limited (NMW)

Next Radio Limited (NRL)

Syngience Broadcast Ahemdabad Limited (SABL)

Shine HR Tech Limited (struck off w.e.f. 15 December 2021)

HT Noida (Company) Limited

Mosaic Media Ventures Limited (MMVL)

Joint ventures:

Sports Asia Pte. Limited, Singapore (struck off w.e.f 7 February 2022)

HT Content Studio LLP

  • b. are presented in accordance with the requirements of Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing Regulations, as prescribed in Securities and Exchange Board of India operational circular SEBI/HO/DDHS/P/CIR/2021/613 dated 10 August 2021 in this regard; and
  • c. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of consolidated net profit and other comprehensive loss and other financial information of the Group for the year ended 31 March 2022.

Principal Office:

Independent Auditor's Report (Continued) HT Media Limited

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results section of our report. We are independent of the Group, and its joint ventures in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us,along with the consideration of report of the auditor of Trust and other auditors referred to in sub paragraph no. (a) of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our opinion on the consolidated annual financial results.

Management's and Board of Directors'/Designated Partners'/Board of Trustees' Responsibilities for the Consolidated Annual Financial Results

These consolidated annual financial results have been prepared on the basis of the consolidated annual financial statements.

The Holding Company's Management and the Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net profit/ loss and other comprehensive income and other financial information of the Group including its joint ventures (including one limited liability partnership(LLP)) in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing Regulations, as prescribed in Securities and Exchange Board of India operational circular SEBI/HO/DDHS/P/CIR/2021/613 dated 10 August 2021. The respective Management and Board of Directors of the companies /Board of Trustees of Trust included in the Group and the respective Management and Board of Directors / Designated Partners of its joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of each company/Trust/ LLP and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated annual financial results by the Management and the Board of Directors of the Holding Company, as aforesaid.

In preparing the consolidated annual financial results, the respective Management and the Board of Directors of the companies/Trust included in the Group and the respective Management and Board of Directors / Designated Partners of its joint ventures are responsible for assessing the ability of each company/Trust/ LLP to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors/Trustees/Designated Partners either intends to liquidate the company/Trust/ LLP or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies/Trust included in the Group and the respective Board of Directors/Designated Partners of its joint ventures is responsible for overseeing the financial reporting process of each company/Trust/ LLP.

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

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

Independent Auditor's Report (Continued)

HT Media Limited

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

  • Identify and assess the risks of material misstatement of the consolidated annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the consolidated annual financial results made by the Management and Board of Directors.
  • Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its joint ventures to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated annual financial results, including the disclosures, and whether the consolidated annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial results/ financial statements/financial information of the entities within the Group and its joint ventures to express an opinion on the consolidated annual financial results. We are responsible for the direction, supervision and performance of the audit of financial results/ financial statements/financial information of such entities included in the consolidated annual financial results of which we are the independent auditors. For the other entities included in the consolidated annual financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in sub paragraph no. (a) of the "Other Matters" paragraph in this audit report.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated annual financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

We also performed procedures in accordance with the circular No CIR/CFD/CMD1/44/2019 issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

Other Matter(s)

a. The consolidated annual financial results include the audited financial results of one Trust, whose financial statements reflecttotal assets (before consolidation adjustments) of Rs. 2,111 lakhs as at 31

Independent Auditor's Report (Continued)

HT Media Limited

March 2022, total revenue (before consolidation adjustments) of Rs. Nil, total net (loss) after tax (before consolidation adjustments) of Rs. (1) lakhs for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by their auditor. The other auditor's report on financial statements of this Trust has been furnished to us by the management.

Our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of this Trust, is based solely on the report of such auditor and the procedures performed by us are as stated in paragraph above.

The consolidated annual financial results include the audited financial results of three subsidiaries, whose financial statements reflects Group's share of total assets of Rs. 2,908 lakhs as at 31 March 2022, Group's share of total revenue of Rs. 2,728 lakhs, Group's share of total net profit/(loss) after tax of Rs. (824) lakhs and Group's share of net cash outflows of Rs. 200 lakhs for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by their respective independent auditors. The independent auditor's report on financial statements of these entities has been furnished to us by the management.

Our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditor and the procedures performed by us are as stated in paragraph above.

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

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

b. The consolidated annual financial results include the unaudited financial results of one subsidiary (struck off w.e.f. 15 December 2021, whose financial statements reflect Group's share of total assets of Rs. Nil as at 31 March 2022, Group's share of total revenue of Rs. Nil, Group's share of total net profit/(loss) after tax of Rs. Nil and Group's share of net cash outflows/(inflows) of Rs Nil for the year ended on that date, as considered in the consolidated annual financial results. These unaudited financial statements have been furnished to us by the Board of Directors. Additionally, the consolidated annual financial results also include the Group's share of total net profit/(loss) after tax of Rs. Nil for the year ended 31 March 2022, as considered in the consolidated annual financial results, in respect of one of joint venture (struck of w.e.f 7 February 2022. These unaudited financial statements have been furnished to us by the Board of Directors.

Our opinion on the consolidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of this subsidiary and joint venture is based solely on such financial statements. In our opinion and according to the information and explanations given to us by the Board of Directors, these financial statements are not material to the Group.

Our opinion on the consolidated annual financial results is not modified in respect of the above matter with respect to the financial statements certified by the Board of Directors.

c. The consolidated annual financial results include the results for the quarter ended 31 March 2022 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which

Independent Auditor's Report (Continued) HT Media Limited

were subject to limited review by us.

For B S R and Associates

Chartered Accountants Firm's Registration No.:128901W

David Jones Partner Gurugram Membership No.: 098113 27 May 2022 UDIN:22098113AJSAAM9378

HINT

L.

HT Media Limited HT Media Limited CIN:- L22121DL2002PLC117874 Registered Office: Hindustan Times House, 2nd floor, 18-20, Kasturba Gandhi Marg, New Delhi - 110001, India Tel:- +91 11 66561608 Fax:- +91 11 66561445 Website:- www.htmedia

(INR in Lakhs except earnings per share data)
Statement of Audited Consolidated Financial Results for the quarter and year ended March 31, 2022 Quarter Ended Year Ended
December 31, 2021 March 31, 2021 * March 31, 2022 March 31, 2021
SI.No. Particulars March 31, 2022 *Audited Un-audited Audited Audited Audited
$\mathbf{1}$ Incomea) Revenue from operations 42,090 46,613 34,907 1,50,038 1,11,729
b) Other income 3,478 3,44350,056 4,92639,833 17,7471,67,785 21,3831,33,112
Total income 45,568
$\overline{2}$ Expensesa) Cost of materials consumed 11,674 12,156 7,922 39,997 25,594
b) Purchases of stock-in-trade 1 $\mathbf{1}$ 225 664 225255
c) Changes in inventories of finished goods, work-in-progressand stock-in-trade 95 (30) (58) 38
d) Employee benefits expense 9,340 9,098 6,857 37,124 32,949
e) Finance costs 1,483 1,323 1,210 5,459 5,579
f) Depreciation and amortisation expense 3,239 3,365 3,395 13,525 13,73165,098
g) Other expenses 18,748 18,100 17,854 69,564 1,43,431
Total expenses 44,580 44,013 37,405 1,66,3711,414 (10, 319)
$\overline{\mathbf{3}}$ Profit/ (loss) before exceptional items and tax (1-2) 988 6,043 2,428
4 Earnings before finance costs, tax, depreciation andamortisation expense (EBITDA) (3+2e+2f) and exceptionalitems 5,710 10,731 7,033 20,398 8,991
5 Exceptional items (loss) $\overline{\phantom{a}}$ (317) $\overline{\phantom{a}}$ (317)
6 Profit/(loss) before tax (3+5) 988 6,043 2,111 1,414 (10, 636)
7 Tax expense (Refer Note 12) 502 773 1,605
a) Current tax expense/ (credit) (28) 569 (396) (1,506) (6, 136)
b) Deferred tax expense/ (credit) (523) 351920 106 (733) (4, 531)
Total tax expense/(credit) (551) 2,005 2,147 (6, 105)
8 Profit/(loss) for the period (6-7) 1,539(33) 5,123(19) (96) (248) (360)
$\overline{9}$ Share of loss of joint ventures (accounted for using equitymethod)
10 Profit/ (loss) after taxes and share of loss of joint ventures 1,506 5,104 1,909 1,899 (6, 465)
$(8+9)$Other comprehensive income (net of taxes) (3,656) 34 (238) (3,568) 140
Items that will not be reclassified subsequently to profit or loss
309
Other comprehensive income (net of taxes)Items that will be reclassified subsequently to profit or loss 64 21 166 152
11 Other comprehensive income/ (loss) for the period (3, 592) 55 (72) (3, 416) 449
12 Total comprehensive income/ (loss) (10+11) (2,086) 5,159 1,837 (1, 517) (6,016)
Net profit/ (loss) attributable to:Owners of the Company 1,672 4,488 1,589 1,779 (7,084)
Non-controlling interest (166) 616 320 120 619
Other comprehensive income/ (loss) attributable to:
Owners of the Company (2,662) 47 (55) (2,506)(910) 42326
Non-controlling interest (930) 8 (17)
Total comprehensive income/ (loss) attributable to: (727) (6,661)
Owners of the Company (990) 4,535624 1,534303 (790) 645
Non-controlling interest (1,096)
13 Paid-up equity share capital #(Face value - INR 2/- per share) 4,655 4,655 4,655 4,6552,03,740 4,6552,04,318
14 Other equity excluding revaluation reserve as shown in theaudited Balance Sheet
15 Earnings/ (Loss) per share Not annualised Not annualised Not annualised
(of INR 2/- each) 0.69 0.77 (3.07)
Basic 0.720.72 1.951.93 0.68 0.76 (3.07)
Diluted# Includes Equity Shares held by HT Media Employee Welfare 30 44 44 30 44
Trust

$Q_{\mu\nu}$

* Refer Note 8

Notes:

1 The financial results of following entities have been consolidated with the financial results of HT Media Limited ("the Company"), hereinafter referred to as "the Group": Subsidiaries

Hindustan Media Ventures Limited (HMVL) HT Music and Entertainment Company Limited (HT Music)

HT Mobile Solutions Limited (HTMSL)

HT Overseas Pte. Ltd., Singapore (HT Overseas)

Next Mediaworks Limited (NMWL)

Next Radio Limited (NRL)

Syngience Broadcast Ahmedabad Limited (SBAL) Shine HR Tech Limited (SHRT) (Name struck off by MCA w.e.f. December 15, 2021)

HT Noida (Company) Limited (HTNL)

Mosaic Media Ventures Private Limited

Joint Ventures (JV)

Sports Asia Pte Limited (SAPL), Singapore (Name struck off by ACRA w.e.f. February 7, 2022) HT Content Studio LLP (HTCS)

  • 2 The above consolidated financial results for the quarter and year ended March 31, 2022 were reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on May 27, 2022. The Statutory Auditors have conducted an audit of the above results pursuant to Regulation 33 and Regulation 52 read with Regulation 63(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and have issued an unmodified audit opinion.
  • 3 The consolidated financial results have been prepared in accordance with the Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, as amended from time to time.
  • A Composite Scheme of Amalgamation u/s 230-232 of the Companies Act, 2013 which provides for merger of Next Mediaworks Limited (NMWL), Digicontent Limited (DCL) and HT Mobile Solutions Limited (HTMSL) with HT Media Limited (HTML) ("Scheme"), has been approved by the Board of Directors of respective companies. Both NSE and BSE have issued their no-objection letter in relation to the Scheme pursuant to Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Scheme was filed before the Delhi and Mumbai Benches of Hon'ble National Company Law Tribunal (NCLTs) on September 08, 2021 and September 13, 2021 respectively.

Pursuant to directions of Hon'ble Delhi NCLT vide order dated February 03, 2022 read with order dated December 22, 2021, the meetings of the equity shareholders of HTMSL, DCL & HTML, were convened on March 25, 2022, March 29, 2022 and March 29, 2022 respectively and the meetings of secured and unsecured creditors of HTML were convened on March 28, 2022, for considering their approval to the Scheme.

Pursuant to directions of Hon'ble Mumbai NCLT vide its order dated December 03, 2021, the meeting of the equity shareholders of NMWL was convened on February 24, 2022, for considering their approval to the Scheme.

In their respective meetings, the equity shareholders, secured and unsecured creditors of HTML, and equity shareholders of HTMSL have accorded their approval to the Scheme with the requisite majority as prescribed under the applicable provisions of Companies Act, 2013 and SEBI regulations read with SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended from time to time ("SEBI Circular").

However, in their respective meetings, the Scheme has not been approved by the requisite majority of equity shareholders (including public shareholders) of NMWL and DCL as per the requirements of the SEBI Circular.

Accordingly, the Scheme would continue to be implemented to the extent it provides for amalgamation of HTMSL with HTML and would be subject to sanction by Hon'ble Delhi NCLT and approvals of such other statutory authorities as may be required

Pending aforementioned sanction and approvals of the Scheme, impact of the Scheme has not been considered in the Company's consolidated financial results for the year ended March 31, 2022.

4(b) A Scheme of Amalgamation u/s 230-232 of the Companies Act, 2013 which provides for amalgamation of Syngience Broadcast Ahmedabad Limited (SBAL) with Next Radio Limited (NRL) ("Scheme"), has been approved by the Board of Directors of SBAL and NRL at their respective meeting held on March 31, 2021. The Scheme was filed with Hon'ble National Company Law Tribunal, Mumbai Bench (NCLT) on June 7, 2021. Further, the second motion petition has been filed with Hon'ble NCLT on 22 December 2021.

Pending aforementioned sanction and approvals of the Scheme, impact of the Scheme has not been considered in the Company's consolidated financial results for the period ended March 31, 2022.

5 Management has been continuously evaluating the possible effects that may result from the pandemic relating to COVID-19 on the operational and financial results of the Group for the quarter and year ended March 31, 2022. The Group has considered and taken into account internal and external information in assessing the recoverability of financial and non financial assets. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Group's financial information will be continuously made and provided for as required.

6 The audited standalone financial results of the Company for the quarter and year ended March 31, 2022 have been filed with BSE and NSE and are also available on Company's website 'www.htmedia.in". The key standalone financial information for the quarter and year ended March 31, 2022 are as under:

(INR in Lakhs)
Particulars Quarter Ended Year Ended
March 31, 2022Audited December 31, 2021Un-audited March 31, 2021Audited March 31, 2022Audited March 31, 2021Audited
Revenue from Operations 20,254 24,429 17,093 75,129 52,810
Profit/ (Loss) Before Tax (2,360) 3.912 2.871 (2,846) (13, 544)
Profit/ (Loss) After Tax (1, 582) 2,835 3,118 (2,012) (8, 135)
Total Comprehensive Income/ (Loss) (1, 565) 2,840 3,121 (1,921) (7, 822)

7 Details of Employee Stock Option for the quarter ended March 31, 2022 are as follows :

Plan A :- No options were granted, vested, exercised or forfeited/expired.

Plan B :- No options were granted, vested, exercised or forfeited/expired.

Plan C : - No options were granted;

  • 238,388 options were vested;
  • 679,776 options were exercised; and - 254.917 options were forfeited/expired.

b) For HMVL: - 36.729 options were vested:

a) For the Company :-

Ù.

  • No options were vested, granted or exercised; and - 18,364 options were forfeited/expired.

Under the HT Group Companies - Employee Stock Option Trust Scheme of the Holding Company.

Details of Employee Stock Option for the year ended March 31, 2022 are as follows : a) For the Company :- Plan A :- No options were granted, vested, exercised or forfeited/expired.

Plan B :- No options were granted, vested, exercised or forfeited/expired.

Plan C :- No options were granted

  • 408,322 options were vested;

  • 679,776 options were exercised;

  • 904.480 options were forfeited/expired.

b) For HMVL: - 36,729 options were vested;

  • No options were granted or exercised - 73,461 options were forfeited/expired.

Under the HT Group Companies - Employee Stock Option Trust Scheme of the Holding Company.

c) For HTMSL :- Under Employee Stock Option Plan - 2009 :- 5,037,375 options were forfeited/expired and no options were granted, vested or exercised.

  • 8 The figures of the quarter ended March 31, 2022 and March 31, 2021 are the balancing figures between the audited figures in respect of the financial year and the year to date figures upto December 31, 2021 and December 31, 2020, being the end of the third quarter of the financial year, which were subjected to limited review.
  • 9 The certificate of CEO and CFO in terms of Regulation 33 of SEBI (LODR), in respect of the above results has been placed before the Board of Directors.
  • 10 During the year ended March 31, 2022, the Company has issued 5.70% Non-Convertible Debentures of face value of INR 9,600 lakhs under private placement. The same are secured as First charge by way of hypothecation on the movable fixed assets of the Company to provide security cover of 1.15 times of the Outstanding NCDs during the currency of the Facility. The asset cover available as on March 31, 2022 in respect of secured Non-Convertible Debentures is complied with.
  • 11 As at September 2020, certain Land and Building was classified as "Non- current assets held for sale" due to outsourcing of printing work at certain units. Though the Group has been unable to sell this asset due to certain circumstances that were previously considered unlikely, the Group remains committed to its plan to sell the same. The Group is seeking Board's approval for selling one of the unit in near future. Further as at January 31, 2022, certain Plant and Machinery pertaining to unit where printing work has been outsourced, has been classified as "Noncurrent assets held for sale". These assets are being measured at the lower of its carrying amount and fair value less costs to sell.

12 Tax Expense for the year ended March 31, 2022 includes current tax credit of INR 791 Lakhs and deferred tax charge of INR 1,746 Lakhs arising from finalization of return for the previous year.

  • 13 Previous period figures have been re-grouped/re-classified wherever necessary, to conform to current period's classification in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013 effective 1st April 2021.
  • 14 During the year ended March 31, 2022, the Company has made the following investment in subsidiaries: - INR 300 Lakhs in Equity Shares of Mosaic Media Ventures Private Limited
  • 15 Pursuant to SEBI Circular bearing no. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, the 'Parent Company' (HT Media Limited) has been identified as a Large Corporate and the details are appearing in Standalone Financial Results (refer Note 14 of Quarterly Standalone Financial Results for the quarter and year ended March 31, 2022).
  1. Additional disclosure as per Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended:

i) The Commercial Papers of the company outstanding (face value) as on March 31, 2022 were INR 5,000 lakhs.

$\label{eq:1} \begin{array}{lll} \mathcal{P} & \mathcal{P} & \mathcal{P} \end{array}$

S. No. ii) Other disclosures Quarter Ended Year Ended
Particulars March 31, 2022 December 31, 2021 March 31, 2021 March 31, 2022 March 31, 2021
Audited Un-audited Audited Audited Audited
$\mathbf{1}$ Net profit/(loss) after tax (INR in lakhs)Net profit/ (loss) after tax & share of JV (net of non controlling interest) 1,672 4,488 1,589 1,779 (7,084)
$\overline{2}$ Earning/(loss) per share (in INR) - BasicEarning/(loss) per share (in INR) - Diluted(not annualised except for year ended March 31, 2022 & year ended March31, 2021) 0.720.72 1.951.93 0.690.68 0.770.76 (3.07)(3.07)
3 Operating margin (%)(Adjusted EBITDA* / Revenue from operations)* Adjusted EBITDA = Earnings/ (loss) before finance costs, tax expenses,depreciation and amortisation expenses and exceptional items (excludingother income). 5.30% 15.64% 6.04% 1.77% $-11.09%$
4 Net profit margin (%){Net profit/ (loss) after tax & share of JV (net of non controlling interest /Total Income)} 3.67% 8.97% 3.99% 1.06% $-5.32%$
5 Interest Service Coverage Ratio (times)(EBITDA - Depreciation and amortization expense)/ Finance costs 1.67 5.57 3.01 1.26 (0.85)
6 Debt service coverage ratio (times)(EBITDA - Depreciation and amortization expense)/ (Debt payable within oneyear + Interest on debt)(not annualised except for year ended March 31, 2022 & year ended March31, 2021) 0.04 0.10 0.06 0.10 (0.07)
Bad debts to account receivable ratio (%)(Allowances for bad and doubtful receivables for the period/ average tradereceivables)(not annualised except for year ended March 31, 2022 & year ended March31, 2021) 1.32% 1.02% 6.67% 10.67%
8 Debtors turnover ratio (in times)(Revenue from operations/ average trade receivable)(not annualised except for year ended March 31, 2022 & year ended March31, 2021) 1.31 1.40 5.47 3.33
9 Inventory turnover ratio (in times)(Cost of goods sold /average Inventory)COGS = Cost of materials consumed + Purchases of stock-in-trade + Changesin inventories of finished goods, work-in-progress and stock-in-trade(not annualised except for year ended March 31, 2022 & year ended March31, 2021) 0.74 0.73 2.76 1.84
10 Capital redemption reserve (in INR lakhs) 2,045 2,045 2,045 2,045 2,045
11 Networth (in INR lakhs){Networth is calculated as per the Companies Act, 2013 (excluding noncontrolling interest)} 1,97,352 1,98,248 1,98,060 1,97,352 1,98,060
12 Debt-equity ratio (in times)(Total Debt/ Total Equity)Total Debt = Debt comprises of current borrowings (including currentmaturities of long term borrowings), non-current borrowings and interestaccrued on borrowings.Total Equity = Shareholders' Equity including non controlling interest 0.32 0.35 0.29 0.32 0.29
13 Current ratio (in times)(Current assets / Current liabilities) 1.12 1.07 0.69 1.12 0.69
14 Current liability ratio (in times)(Current liabilities / total liabilities) 0.86 0.89 0.88 0.86 0.89
15 Total debts to total assets (in times)(Total debts/ total assets)Total Debt = Debt comprises of current borrowings (including currentmaturities of long term borrowings), non-current borrowings and interestaccrued on borrowings. 0.18 0.19 0.17 0.18 0.17
16 Long term debt to working capital (in times)(Non-current borrowings including current maturities of long-termborrowings) / working capitalWorking capital = Current assets - current liabilities 1.55 2.34 (0.54) 1.55 (0.54)

* These ratios have not been computed as the underlying Balance Sheets as on December 31, 2020 have not been published as per SEBI regulations.

m

C

17 Consolidated Balance Sheet as at March 31, 2022 is given below:

$\mathcal{A}_{\text{max}} = \mathcal{P}_t$

Particulars As atMarch 31, 2022(Audited) As atMarch 31, 2021(Audited)
ASSETS
Non-current assets
Property, plant and equipment 35,027 39,452
Capital work in progress 1,993 1,576
Right-of-use assets 12,180 15,33947,946
Investment property 47,105541 541
Goodwill 26,021 28,646
Other intangible assets 39 60
Intangible assets under developmentFinancial assets
(i) Investments 1,03,160 1,49,545
(ii) Loans 97 8,0979,003
(iii) Other financial assets 6,078736 801
Other non-current assets 18,585 17,397
Deferred tax assets (net) 3,447 4,039
Income tax assets (net)Total non-current assets 2,55,009 3,22,442
Current assets 14,228
Inventories 15,313
Financial assets 1,02,178 44,898
(i) Investments 28,053 26,819
(ii) Trade receivables 7,053 7,111
(iii) Cash and cash equivalents(iv) Other bank balances 4,853 4,906
$(v)$ Loans 6,817 $\overline{\phantom{a}}$
(vi) Other financial assets 4,570 1,35511,945
Other current assets 12,9941,81,831 1,11,262
Total current assets 939
Non-current assets held for sale (Refer Note 11) 9684,37,808 4,34,643
Total assets
(a)(b) EquityEquity share capital*Other equity 4,6252,03,740 4,6112,04,3182,08,929
Equity attributable to equity holders of parent 2,08,365 40,678
(c) Non-controlling interest 39,888 2,49,607
Total equity 2,48,253
$\overline{\mathbf{2}}$ Liabilities
Non-current liabilities
(a) Financial liabilities 18,471 10,741
(i) Borrowings 5,421 6,703
(ii) Lease liabilities(iii) Other financial liabilities 17 149432
(b) Contract liabilities 44690 123
(c) Provisions 2,070 3,412
(d) Deferred tax liabilities (net) 851 970
(e) Other non-current liabilities 101 283
(f) Liability under equity method of accountingTotal non-current liabilities 27,467 22,813
Current liabilities
(a) Financial liabilities 61,841 62,640
(i) Borrowings 1,886 3,593
(ii) Lease liabilities 25,373 27,510
(iii) Trade payables(iv) Other financial liabilities 50,823 48,6311,045
(b) Other current liabilities 1,37018,726 16,716
(c) Contract liabilities 1,624 1,546
(d) Provisions 445
(e) Income tax liability (net) 1,62,088 1,62,223
Total current liabilities 1,89,555 1,85,036
Total liabilitiesTotal equity and liabilities 4,37,808 4,34,643

$\cdots$

* Net of Equity Shares of INR 30 Lakhs (Previous Year INR 44 Lakhs) held by HT Media Employee Welfare Trust

$\epsilon$

18 Statement of segment information for the quarter and year ended March 31, 2022

$\theta_{\rm{corr}}$

$\boldsymbol{\delta}$

(INR in Lakhs)
Quarter Ended Year Ended
March 31, 2022 December 31, 2021 March 31, 2021 March 31, 2022 March 31, 2021
Particulars Audited Un-audited Audited Audited Audited
1 Segment revenue
a) Printing & publishing of newspapers & 35,705 39,600 29,695 1,26,871 95,552
periodicals 3.072 3,448 2,358 10,140 7,425
b) Radio broadcast & entertainment 3,343 3,619 2,889 13,181 8,996
c) Digital 22 22
d) Unallocated 42,142 46,667 34,942 1,50,214 1,11,973
Total (52) (54) (35) (176) (244)
Inter segment revenue 42,090 46,613 34,907 1,50,038 1,11,729
Net revenue from operations
2 Segment results (8,558)
a) Printing & publishing of newspapers & 2,287 6,618 2,189 3,640
periodicals (830) (417) (1.353) (5.043) (9,958)
b) Radio broadcast & entertainment (229) (68) (166) (413) (607)
c) Digital (2, 235) (2, 210) (1,958) (9,058) (7,000)
d) Unallocated (1,007) 3,923 (1, 288) (10, 874) (26, 123)
Total (A)
1,323 1,210 5,459 5,579
Less: i) Finance cost (B) 1,483 317 317
ii) Exceptional items - loss (C) 3,443 4,926 17,747 21,383
Add: Other income (D) 3,478 6,043 2,111 1,414 (10, 636)
Profit/ (Loss) before taxation (A-B-C+D) 988
3 Segment assets
a) Printing & publishing of newspapers & 1,06,067 1,26,502 1,13,943 1,06,067 1,13,943
periodicals 31,024 32,510 31,012 31,024 31,012
b) Radio broadcast & entertainment 1,912 1,240 228 1,912 228
c) Digital 1,39,003 1,60,252 1,45,183 1,39,003 1,45,183
Total segment assets 2,90,863 2,89,460 2,98,805 2,89,460
Unallocated 2,98,8054,37,808 4,51,115 4,34,643 4,37,808 4,34,643
Total assets
4 Segment liabilities 89,972 90,581
a) Printing & publishing of newspapers & 89,972 96,146 90,581 14,078
periodicals 12,684 12,989 14,078 12,684 6,399
b) Radio broadcast & entertainment 5,020 4,726 6,399 5,020 1,11,058
c) Digital 1,07,676 1,13,861 1,11,058 1,07,676 73,978
Total segment liabilities 81,879 87,067 73,978 81,879 1,85,036
UnallocatedTotal liabilities 1,89,555 2,00,928 1,85,036 1,89,555

Note: Unallocated figures (including research and development activities) relates to segments which do not meet criteria of Reportable Segment as per Ind AS 108- Operating Segments.

$\int$ $|V\rangle$

(INR in Lakhs)Year ended
Year ended
Particulars March 31, 2022(Audited) March 31, 2021(Audited)
Cash flows from operating activities
Profit/(Loss) before tax from operations 1,414 (10, 636)
Adjustments for
13,525 13,731
Depreciation and amortisation expense 640
Net loss on sale/ impairment of property, plant and equipments and intangible assets 131(256)
Income on account of de-recognition of liability (as per Equity Method)Fair value of investment through profit and loss (including (profit)/ loss on sale of investments) (3, 569) (1,738)
Income from lease termination (net) (31) (123)
(Profit)/Loss on sale of investment properties (37) 172
Fair value (gain)/loss of derivative through profit or loss 35 (81)
Interest/finance income from investments and others (9,822) (14, 582)
Income on assets given on financial lease (118) (127)
Dividend income (1)
Unclaimed balances/liabilities written back (net) (1,604) (1, 425)
Income from government grant (119) (119)
Interest expense 5,026 5,430
Unrealised foreign exchange gain (71) (52)
Provision for impairment on investment properties 582 1,782
Allowance for bad and doubtful receivables and advances 1,830 3,585
Rental income (1, 464) (1,955)
Forfeiture of security deposits (5,774) (2,637)
Employee stock option expense 29 101(8,036)
Cash flows used in operating activities before changes in following assets and liabilities (293)
Changes in operating assets and liabilities
(Increase)/Decrease in trade and other receivables (3,064) 9.857
Increase in inventories (1,085) (85)
(Increase)/Decrease in current and non-current financial assets and other current and non-current assets (4, 342) 1,685
Increase in current and non-current financial liabilities and other current and non-current liabilities and 10,507 16,981
provisions 1,723 20,402
Cash generated from operations (278) (121)
Income taxes paid (net of refunds) 1,445 20,280
Net cash flows from operating activities (A)
Cash flows from investing activities (2, 406) (1,795)
Purchase of property, plant and equipment/ intangible assets 132 649
Proceeds from sale of property, plant and equipment/ intangible assets (10, 888) (6, 225)
Purchase of investment propertyProceeds from sale of investment properties 10,005 5,536
Purchase of investments in mutual funds and others (54, 678) (54, 320)
Proceeds from sale of investments in mutual funds and others 40,724 39,846
Acquisition of a subsidiary (562)
Inter corporate deposits refund 1,183
Interest/Finance income from investments and others 14,944 9,767
Income on assets given on financial lease 118 127(276)
Investments made in joint venture (175) (659)
Deposits done (1)1,464 1,955
Rental income 422 (5,956)
Net cash flows from/(used in) investing activities (B)
Cash flows from financing activities
Proceeds from borrowings 2,65,146 2,11,067
Repayment of borrowings (2.59.601) (2, 14, 213)
Interest paid (5, 332) (5,100)
Repayment of lease liabilities (3, 422) (2,980)
Net cash flows used in financing activities (C) (3, 208) (11, 226)
Net increase/ (decrease) in cash and cash equivalents (D= A+B+C) (1, 341) 3,098
Net foreign exchange gain (E) 32 128
Cash component on acquisition of subsidiary (F) 5,506 2,276
Cash and cash equivalents at the beginning of the year (G) 4,197 5,506
Cash and cash equivalents at year end (D+E+F+G)
Components of cash and cash equivalents as at end of the year 2,134 2,535
Cash and cheques on hand
Balances with banks 3,928 1,662
- on current accounts 991 2,914
- on deposit accounts 7,053 7,111
Total cash and cash equivalents (2,856) (1,605)
Bank OverdraftsCash and cash equivalents as per Cash Flow Statement 4,197 5,506

Cash and cash equivalents as per Cash Flow Statement

For and on behalf of the Board of Directors

ra à $\overline{c}$ $\lambda$

Shobhana BhartiaChairperson & Editorial Director

New DelhiMay 27, 2022

$\bar{\bar{z}}$

$\mathbf{A}^{\mathcal{E}}=\mathbf{A}$

B S R and Associates

Chartered Accountants

Building No.10,12th Floor, Tower-C, DLF Cyber City, Phase-II, Gurugram – 122 002, India

Telephone: +91 124 719 1000 Fax: +91 124 235 8613

Independent Auditor's Report

To the Board of Directors of HT Media Limited

Report on the audit of the Standalone Annual Financial Results

Opinion

We have audited the accompanying standalone annual financial results of HT Media Limited (hereinafter referred to as the "Company") for the year ended 31 March 2022, attached herewith, (in which are included financial statements from an Employee Stock Option Plan (ESOP) trust) being submitted by the Company pursuant to the requirement of Regulation 33 and Regulation 52(4) read with Regulation 63 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), as prescribed in Securities and Exchange Board of India operational circular SEBI/HO/DDHS/P/CIR/2021/613 dated 10 August 2021.

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of other auditor on separate audited financial statements of the ESOP trust, the aforesaid standalone annual financial results:

  • a. are presented in accordance with the requirements of Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing Regulations, as prescribed in Securities and Exchange Board of India operational circular SEBI/HO/DDHS/P/CIR/2021/613 dated 10 August 2021 in this regard; and
  • b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the net loss and other comprehensive income and other financial information for the year ended 31 March 2022.

Basis for Opinion

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

Management's and Board of Directors'/Board of Trustees' Responsibilities for the Standalone Annual Financial Results

These standalone annual financial results have been prepared on the basis of the standalone annual financial statements.

The Company's Management and the Board of Directors are responsible for the preparation and presentation of these standalone annual financial results that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52(4) read with Regulation 63 of the Listing Regulations, as prescribed in Securities and Exchange Board of India operational circular SEBI/HO/DDHS/P/CIR/2021/613 dated 10 August 2021. The respective Management and Board of Directors of the Company and Board of Trustees of the Trust are

Principal Office:

Independent Auditor's Report (Continued)

HT Media Limited

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

In preparing the standalone annual financial results, the respective Management and the Board of Directors/Board of Trustees are responsible for assessing each company/Trust to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors/Board of Trustees either intends to liquidate the company/Trust or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors/Board of Trustees are responsible for overseeing the financial reporting process of each company/Trust.

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

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

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

  • Identify and assess the risks of material misstatement of the standalone annual financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone annual financial results made by the Management and Board of Directors.
  • Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone annual financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the standalone annual financial results, including the disclosures, and whether the standalone annual financial results represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial results/ financial statements/financial information of the ESOP trust of the Company to express an opinion on the standalone annual financial results. For the Trust included in the standalone annual financial results,

Independent Auditor's Report (Continued)

HT Media Limited

which have been audited by other auditor, such other auditor remain responsible for the direction, supervision and performance of the audit carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described sub paragraph (a) of the "Other Matters" paragraph in this audit report.

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

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

Other Matter(s)

a. The standalone annual financial results include the audited financial results of one Turst included in the standalone financial results whose financial statements reflectCompany's share of total assets (before consolidation adjustments) of Rs. 2,111 lakhs as at 31 March 2022, Company's share of total revenue (before consolidation adjustments) of Rs. Nil and Company's share of total net (loss) after tax (before consolidation adjustments) of Rs. (1) lakhs, for the year ended on that date, as considered in the standalone annual financial results, which have been audited by other auditor. The other auditor's report on financial statements of this ESOP trust have been furnished to us by the management.

Our opinion on the standalone annual financial results, in so far as it relates to the amounts and disclosures included in respect of this ESOP trust, is based solely on the report of such auditor.

Our opinion is not modified in respect of this matter.

b. The standalone annual financial results include the results for the quarter ended 31 March 2022 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

For B S R and Associates

Chartered Accountants Firm's Registration No.:128901W

David Jones Partner Gurugram Membership No.: 098113 27 May 2022 UDIN:22098113AJSAGV1984

EIHT

$\begin{array}{cc} \nu & \rightarrow & \nu \ \nu & \rightarrow & \nu \end{array}$

HT Media Limited

CIN:- L22121DL2002PLC117874

Registered Office: Hindustan Times House, 2nd floor, 18-20, Kasturba Gandhi Marg, New Delhi - 110001, India

Tel:- +91 11 66561608 Fax:- +91 11 66561445

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

Audited Standalone Financial Results for the quarter and year ended March 31, 2022

Statement of Audited Standalone Financial Results for the quarter and year ended March 31, 2022

(INR in Lakhs except earnings per share data)

Quarter Ended Year Ended
Sl. No. Particulars March 31, 2022* December 31, 2021 March 31, 2021* March 31, 2022 March 31, 2021
Audited Un-audited Audited Audited Audited
$\mathbf{1}$ Income
a) Revenue from operations 20,254 24,429 17,093 75,129 52,810
b) Other income 4,030 2,667 3,342 12,411 10,058
Total Income 24,284 27,096 20,435 87,540 62,868
$\overline{2}$ Expenses
a) Cost of materials consumed 4,895 5,210 2,743 15,599 8,324
b) Changes in inventories of finished goods, stock-in - 60 (49) (43) 41 152
trade and work-in-progress 17,981
c) Employee benefits expense 4,776 4,682 3,601 19,106
d) Finance costs 1,138 1,075 1,035 4,405 4,587
e) Depreciation and amortization expense 2,141 2,254 2,278 9,002 9,090
f) Other expenses 10,374 10,012 10,081 38,798 36,999
Total Expenses 23,384 23,184 19,695 86,951 77,133
3 Profit/(Loss) before exceptional items (1-2) 900 3,912 740 589 (14, 265)
Earnings/(Loss) before finance costs, tax, depreciation 4,179 7,241 4,053 13,996 (588)
4 and amortization expense (EBITDA) and exceptional
items (3+2d+2e) $\bar{a}$ 2,131 (3, 435) 721
5 Exceptional Items (loss)/gain (refer note 4) (3,260) 2,871 (2,846) (13, 544)
6 Profit/(Loss) before tax (3+5) (2, 360) 3,912
$\overline{7}$ Tax expense (Refer Note 8)
a) Current tax 202 29 202 29
b) Deferred tax (credit)/charge (980) 1,077 (276) (1,036) (5, 438)
(778) 1,077 (247) (834) (5, 409)
Total tax (credit)/ charge (1, 582) 2,835 3,118 (2,012) (8, 135)
8 Profit/(Loss) after tax (6-7)
9 Other comprehensive income (net of taxes) 73 264
a) Items that will not be reclassified subsequently to (6) 30 (176)
profit or loss 179 18 49
b) Items that will be reclassified subsequently to 23 (25)
profit or loss 3 91 313
Total Other comprehensive income (a)+ (b) 17 52,840 3,121 (1, 921) (7, 822)
10 Total Comprehensive income/(loss) (8+9) (1, 565)4,655 4,655 4,655 4,655 4,655
11 Paid-up Equity Share Capital"
(Face value - INR 2 per share) 107,975 109,747
12 Other equity excluding revaluation reserves as per the
audited balance sheet
13 Earnings/(Loss) per share Not annualised Not annualised Not annualised
(of INR 2 each) (0.87) (3.53)
Basic (0.68) 1.23 1.35 (3.53)
Diluted (0.68) 1.22 1.34 (0.87) 44
# Includes Equity Shares held by HT Media Employee 30 44 3044
Welfare Trust

* Refer Note 7

Notes:

$\cdot$ $\cdot$

  • 1 The above standalone financial results for the quarter and year ended on March 31, 2022 were reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on May 27, 2022. The Statutory Auditors of HT Media Limited ('the Company') have carried out an audit of the above results pursuant to Regulation 33 and Regulation 52 read with Regulation 63(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and have issued an unmodified opinion.
  • 2 The standalone financial results have been prepared in accordance with the Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, as amended from time to time.

3 Employee Stock Option details of the Company for the quarter ended March 31, 2022 are as follows:

i) Plan A :- No options were granted, vested, exercised or forfeited/expired.

ii) Plan B :- No options were granted, vested, exercised or forfeited/expired.

iii) Plan C :-

-No options were granted;

-238,388 options were vested;

-679,776 options were exercised; and -254,917 options were forfeited/expired;

Further Employee Stock Option details of the Company for the year ended March 31, 2022 are as follows:

i) Plan A :- No options were granted, vested, exercised or forfeited/expired.

ii) Plan B :- No options were granted, vested, exercised or forfeited/expired.

iii) Plan C :-

-No options were granted;

-408,322 options were vested;

-679,776 options were exercised; and

-904,480 options were forfeited/expired

4 Exceptional Item (also refer note 10).

a) For the year ended March 31, 2022 represents :

  • Impairment of investments in HT Overseas Pte. Limited amounting to INR 2,614 lakhs has been made on account of recoverable amount lower than the carrying amount.

  • Impairment of investments in HT Music and Entertainment Company Limited amounting to INR 821 lakhs has been made on account of recoverable amount lower than the carrying amount.

b) For the quarter ended March 31, 2022 represents :

  • Impairment of investments in HT Overseas Pte. Limited amounting to INR 2,614 lakhs has been made on account of recoverable amount lower than the carrying amount.

Impairment of investments in HT Music and Entertainment Company Limited amounting to INR 646 lakhs has been made on account of recoverable amount lower than the carrying amount.

5 A Composite Scheme of Amalgamation u/s 230-232 of the Companies Act, 2013 which provides for merger of Next Mediaworks Limited (NMWL), Digicontent Limited (DCL) and HT Mobile Solutions Limited (HTMSL) with HT Media Limited (HTML) ("Scheme"), has been approved by the Board of Directors of respective companies. Both NSE and BSE have issued their no-objection letter in relation to the Scheme pursuant to Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Scheme has been filed before the Delhi and Mumbai Benches of Hon'ble National Company Law Tribunal (NCLTs) on September 08, 2021 and September 13, 2021 respectively.

Pursuant to directions of Hon'ble Delhi NCLT vide order dated February 03, 2022 read with order dated December 22, 2021, the meetings of the equity shareholders of HTMSL, DCL & HTML, were convened on March 25, 2022, March 29, 2022 and March 29, 2022 respectively and the meetings of secured and unsecured creditors of HTML were convened on March 28, 2022, for considering their approval to the Scheme.

Pursuant to directions of Hon'ble Mumbai NCLT vide its order dated December 03, 2021, the meeting of the equity shareholders of NMWL was convened on

February 24, 2022, for considering their approval to the Scheme. In their respective meetings, the equity shareholders, secured and unsecured creditors of HTML, and equity shareholders of HTMSL have accorded their approval to the Scheme with the requisite majority as prescribed under the applicable provisions of Companies Act, 2013 and SEBI regulations read with SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended from time to time ("SEBI Circular").

However, in their respective meetings, the Scheme has not been approved by the requisite majority of equity shareholders (including public shareholders) of NMWL and DCL as per the requirements of the SEBI Circular.

Accordingly, the Scheme would continue to be implemented to the extent it provides for amalgamation of HTMSL with HTML and would be subject to sanction by Hon'ble Delhi NCLT and approvals of such other statutory authorities as may be required.

Pending aforementioned sanction and approvals of the Scheme, impact of the Scheme has not been considered in the Company's standalone financial results for the year ended March 31, 2022.

  • 6 As per Ind AS 108 Operating Segments, the Company has three reportable Operating Segments viz. Printing & Publishing of Newspaper & Periodicals, Radio Broadcast and Entertainment & Digital. The financial information of these segments is appearing in Consolidated Financial Results prepared as per Ind AS 108.
  • 7 The figures of the quarter ended March 31, 2022 and March 31, 2021 are the balancing figures between the audited figures in respect of the financial year and the year to date figures upto December 31, 2021 and December 31, 2020, being the end of the third quarter of the financial year, which were subjected to limited review.
  • 8 Tax Expense for the year ended March 31, 2022 includes deferred tax credit of INR 3 Lakhs arising from finalization of return for the previous year.
  • 9 The certificate of CEO and CFO in terms of Regulation 33 of SEBI (LODR), in respect of the above results has been placed before the Board of Directors.
  • 10 Management has been continuously evaluating the possible effects that may result from the pandemic relating to COVID-19 on the operational and financial results of the Company for the quarter and year ended on March 31, 2022. The Company has considered and taken into account internal and external information and has performed sensitivity analysis based on current estimates in assessing the recoverability of financial and non financial assets. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Company's financial information will be continuously made and provided for as required (also refer note 4).
  • 11 During the year ended March 31, 2022, the Company has issued 5.70% Non-Convertible Debentures of face value of INR 9,600 lakhs under private placement. The same are secured as First charge by way of hypothecation on the movable fixed assets of the Company to provide security cover of 1.15 times of the Outstanding NCDs during the currency of the Facility. The asset cover available as on March 31, 2022 in respect of secured Non-Convertible Debentures is complied with.
  • 12 During the year ended March 31, 2022, the Company has made the following investment in subsidiaries:
  • INR 300 Lakhs in Equity Shares of Mosaic Media Ventures Private Limited
  • 13 Previous period figures have been re-grouped/re-classified wherever necessary, to conform to current period's classification in order to comply with the requirements of the amended Schedule III to the Companies Act, 2013 effective 1st April 2021.

14 The Company, as per the Securities and Exchange Board of India (SEBI) circular SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, is identified as a Large Corporate (LC) and submits the details as under:

Initial disclosures filed for the financial year 2022-23

Sr. No. Particulars Details
Name of the company HT Media Limited
CIN L22121DL2002PLC117874
3 Outstanding borrowing~ of company as on March31, 2022 (in INR lakhs)^ INR 27600 Lakhs
$\overline{4}$ Highest Credit Rating During the previous FY alongwith name of the Credit Rating Agency - Long Term Credit Rating : AA (By CRISIL Limited)
5 Name of Stock Exchange# in which the fine shall bepaid, in case of shortfall in the required borrowingunder the framework BSE Limited

^Outstanding borrowing~ of company as on March 31, 2021 was INR 22866 Lakhs

~Outstanding borrowings represents outstanding long-term borrowings with original maturity of more than 1 year excluding external commercial borrowings and inter-corporate borrowings between parent and subsidiary(ies).

#In terms of para of 3.2(ii) of the SEBI Circular bearing no SEBI/HO/DDHS/CIR/P/2018/144 dated 26th November, 2018, beginning FY- 2022, in the event of shortfall in the mandatory borrowing through debt securities, a fine of 0.2% of the shortfall shall be levied by Stock Exchanges at the end of the two-year block period. Therefore, an entity identified as LC shall provide, in its initial disclosure for a financial year, the name of Stock Exchange to which it would pay the fine in case of shortfall in the mandatory borrowing through debt markets.

Annual Disclosure filed by the Company pursuant to identified as a Large Corporate for FY 2022

$\mathbf{1}$ Name of the Company:

2 CIN:

3 Report filed for FY:

HT Media Limited L22121DL2002PLC117874 FY 2022 (T)

4 Details of the borrowings (all figures in INR lakhs):

Sr. No. Particulars Details
2-year block period (Specify financial years) FY 2022, FY 2023
ii. Incremental borrowing done in FY (T) (a) INR 19,600 Lakhs
iii Mandatory borrowing to be done through debtsecurities in FY (T) (b) = $(25% \text{ of a})$ INR 4,900 Lakhs
iv Actual borrowing done through debt securities in FY INR 9,600 Lakhs(T)(c)
$\mathsf{v}$ Shortfall in the borrowing through debt securities, ifany, for FY (T-1) carried forward to FY (T). (d) INR 2,500 Lakhs
vi Quantum of (d), which has been met from (c) (e) INR 2,500 Lakhs
vii Shortfall, if any, in the mandatory borrowingthrough debt securities for FY (T) {after adjusting forany shortfall in borrowing for FY (T-1)which was carried forward to FY $(T)$ } $(f)=(b)-(c)-(e)$ ]{If the calculated value is zero or negative, write NIL
"nil"

5 Details of penalty to be paid, if any, in respect to previous block (all figures in INR lakhs):

Particulars
Fine = 0.2% of ${(d)-(e)}#$
12-year block period (Specify financial years) DetailsFY 2021, FY 2022Amount of fine to be paid for the block, if applicable Not Applicable

(d) and (e) are same as mentioned at 4(v) and 4(vi) above.

The expression "incremental borrowings" shall mean any borrowing done during a particular financial year, of original maturity of more than one year, irrespective of whether such borrowing is for refinancing/repayment of existing debt or otherwise and shall exclude external commercial borrowings and inter-corporate borrowings between a parent and subsidiary(ies).

  • 15 Additional disclosure as per Regulation 52(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended:
    • i) The Commercial Papers of the company outstanding (face value) as on March 31, 2022 were INR 5,000 lakhs.
    • ii) Other disclosures :

$\frac{1}{2} \left( \frac{1}{2} \right)^2$

III Other disclosuresParticulars Quarter Ended Year Ended
Sr.No. March 31,2022 December 31,2021 March 31,$2021*$ March 31,2022 March 31,2021
Audited Un-audited Audited Audited Audited
1 Net profit/(loss) after tax (INR in lakhs) (1, 582) 2,835 3,118 (2,012) (8, 135)
$\overline{2}$ Earning/(loss) per share (in INR) - Basic (0.68) 1.23 1.35 (0.87) (3.53)
- Diluted (0.68) 1.22 1.34 (0.87) (3.53)
(not annualised except for year ended March 31, 2021 and
year ended March 31, 2022) 0.74% 18.72% 4.16% 2.11% $-20.16%$
3 Operating margin (%)(Adjusted EBITDA* / Revenue from operations)
* Adjusted EBITDA = Earnings/(loss) before finance costs, tax
expenses, depreciation and amortisation expenses and
exceptional items (excluding other income).
4 Net profit margin (%) $-6.51%$ 10.46% 15.26% $-2.30%$ $-12.94%$
{Net profit/(loss) after tax / Total Income}
5 Interest Service Coverage Ratio (in times) 1.79 4.64 1.71 1.13 (2.11)
(EBITDA - Depreciation and amortization expense)/ Finance
costs
6 Debt service coverage ratio (in times) 0.04 0.08 0.03 0.09 (0.15)
(EBITDA - Depreciation and amortization expense)/ (Debt
payable within one year + Interest on debt)
(not annualised except for year ended March 31, 2021 and
year ended March 31, 2022) 0.29% $\ast$ 1.87% 10.45%
$\overline{7}$ Bad debts to account receivable ratio (%) $-0.36%$
(Allowances for bad and doubtful receivables for the period/
average trade receivables),(not annualised except for year ended March 31, 2021 and
year ended March 31, 2022)
8 Debtors turnover ratio (in times) 1.13 1.38 $\ast$ 5.23 2.95
(Revenue from operations /average trade receivable)
(not annualised except for year ended March 31, 2021 and
year ended March 31, 2022) ¥ 1.91 0.93
$\overline{9}$ Inventory turnover ratio (times) 0.61 0.56
(Cost of goods sold /average Inventory)
COGS = Cost of materials consumed + Changes in inventories of
finished goods, work-in-progress and stock-in-trade(not annualised except for year ended March 31, 2021 and
year ended March 31, 2022)
10 Capital redemption reserve (in INR lakhs) 2,045 2,045 2,045 2,045 2,045107,035
11 Networth (in INR lakhs) 105,243 106,692 107,035 105,243
(Networth is calculated as per the Companies Act, 2013) 0.61 0.63 0.61
12 Debt-equity ratio (in times) 0.63 0.65
(Total Debt/ Total Equity)
Total Debt = Debt comprises of current borrowings (including
current maturities of long term borrowings), non-currentborrowings and interest accrued on borrowings.
Total Equity = Shareholders' Equity
13 Current ratio (in times) 0.62 0.61 0.42 0.62 0.42
(Current assets / Current liabilities) 0.89 0.83 0.89
14 Current liability ratio (in times) 0.83 0.87
(Current liabilities / total liabilities) 0.28
15 Total debts to total assets (in times) 0.30 0.30 0.28 0.30
(Total debts/ total assets)
Total Debt = Debt comprises of current borrowings (including
current maturities of long term borrowings), non-current
borrowings and interest accrued on borrowings.
16 Long term debt to working capital (in times) (0.70) (0.58) (0.36) (0.70) (0.36)
(Non-current borrowings including current maturities of long-
term borrowings) / working capital
Working capital = Current assets - current liabilities

* These ratios have not been computed as the underlying Balance Sheets as on December 31, 2020 have not been published as per SEBI regulations.

$(1)$

16 Standalone Balance Sheet as at March 31, 2022 is given below:

$\frac{1}{\sqrt{2}}$ , $\frac{1}{\sqrt{2}}$

As atAs atParticularsMarch 31, 2021March 31, 2022(Audited)(Audited)ASSETSNon-current assets25,69622,826(a) Property, plant and equipment2543(b) Capital work in progress8.4326,196(c) Right - of - use assets40,06938,071(d) Investment property15,05613,177(e) Intangible assets6039(f) Intangible assets under development24,44121,300(g) Investment in subsidiaries(h) Financial assets38,17933,755(i)Investments19,00414,272(ii) Loans8,3786,507(iii)Other financial assets14,36815,365(i) Deferred tax Assets (net)1,8171,568(j) Income tax assets (net)501528(k) Other non-current assets196,026173,647Total non-current assetsCurrent assets$\overline{2}$8,8027,613(a) Inventories(b) Financial assets13,29118,751(i)Investments13,20415,520(ii)Trade receivables2,5893,670(iii)Cash and cash equivalents2,0362,040(iv)Bank balances other than (iii) above6,817(v)Loans1,8534,391(vi)Other financial assets6,7025,943(c) Other current assets48,47764,745Total current assets244,503238,392Total AssetsEQUITY AND LIABILITIESв$\mathbf{1}$Equity4,6114,625(a) Equity share capital "109,747107,975(b) Other equity114,358112,600Total equityLiabilities$\overline{2}$Non-current liabilities(a) Financial liabilities9,12017,323(i) Borrowings4,3143,181(ii) Lease liabilities432446(b) Contract Liabilities970851(c) Other non-current liabilities14,83621,801Total non-current liabilitiesCurrent liabilities(a) Financial liabilities59,91752,604(i)Borrowings2,4741,494(ii) Lease liabilities16,87516,527(iii) Trade payable21,23816,614(iv)Other financial liabilities564747(b) Other current liabilities14,01215,803(c) Contract liabilities229202(d) Provisions115,309103,991Total current liabilities125,792Total Liabilities238,392 (INR in Lakhs)
А
$\mathbf{1}$
130,145
Total Equity and Liabilities 244,503

# Net of equity shares of INR 30 Lakhs (previous year INR 44 Lakhs) held by HT Media Employee Welfare Trust.

17 Standalone Statement of Cash Flow fo. th€ year ended March 3L' 2022 (lNR in Lakhs)
flows from op€rating activities:
before tax: (2,846) (13,544)
Depreciation and amortization expense 9,002
Profit on disposal of property, plant and equipm€nt & intangibles (s) {1ss}
lmpairment of investment in subsidiaries (exceptional item) 2,735
lmpairment reversal of inter corporate deposits given to subsidiaries (2,8s6)
(exceptional item)
Fair value of investment through profit and loss {including (profit)/ Ioss on (4,4s6) (842)
sale of investments)
Fair value Loss/(gain) from derivatives at FWPL 35
lncome on lease termination (net) (31) (74
Finance income from investment and other interest received 12,0181 {3,s36)
lnterest income from deposits and others (2,936) 12,7821
Income on assets given on financial lease (118) lr27)
Write off of investment 5
lncome from Government grants (11s) {119)
(Profit)/ Loss on sale of investment properties (4) 128
unclaimed balances/liabilities wriften back (net) (967) (618)
lnterest cost on debts and borrowings 4,074 4,274
share based payment exPense 4 55
Forfeiture of security dePosits (2,286) (2,230)
Rentalrncome (1,119) (1,4e)
Unrealized foreign exchange loss/ (gain) 2a
Provision for impairment on investment propenles 477 1,588
Allowances for bad and doubtful receivables and advances
flows from/(used in) opetating activitiet before changes in following 359 (8,661)
and liabilities
(lncrease)/Decrease in trade receivables 12,572) j,449
Decrease in inventories 11Cq 710
(lncrease)/Decrease in current and non-currentfinancial assets and other 1 114, {1o21
current and non-current assets
lncrease/ {Decrease) in current and non-current financial liabilities and 343 (307)
other current and non-current liabilities & provision
flows from/ (used in)operations 1,033 (1,s11)
lncome taxes refund 48 444
Payment for purchase of property, plant and equipment & intangible {8171.
assetsProceeds from sale of property, plant and equipment & intangible assets 78
Purchase of inv€stment properties (8,ss9)
Proceeds from sale of investment propertles 9,726
Purchase of investments (13,488)
Proceeds from sale of investments 16,696
Purchase of investments in subsidiaries (300)
Rentalincome 1,119
Refund of inter corporate deposats 3,300
Inter corPorate dePosits given (s,3841
lncome on assets given on Ilnancial lease 118
Finance income from investment and other interest received

1"h ?

(INR in Lakhs)
Particulars March 31, 2022 March 31, 2021
Cash flows from financing activities:
Repayment of lease liability (2, 326) (2, 170)
Proceeds from borrowings 221,995 208,449
Repayment of borrowings (222, 340) (205, 232)
Interest paid (3,886) (4, 362)
Net cash flows used in financing activities (C) (6, 557) (3, 315)
Net (decrease)/increase in cash and cash equivalents (D= A+B+C) (122) 1,772
Cash and cash equivalents at the beginning of the year (E) 2,224 452
Cash and cash equivalents at year end (D+E) 2,102 2,224
Components of cash & cash equivalents as at end of the year
Cash and cheques on hand 953 1,274
Balances with banks
- on deposit accounts 652 765
- in current accounts 2,065 550
Total cash and cash equivalents 3,670 2,589
Less: Bank Overdraft 1,568 365
Cash and cash equivalents as per Cash Flow Statement 2,102 2,224

For and on behalf of the Board of Directors

circua

Shobhana Bhartia Chairperson & Editorial Director

New Delhi May 27, 2022

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j

HT MEDIA LIMITED Read Office Hilldustan Times House 18-20 Kasturba Gandrii Maro New Demin 110001 Tel 66561234 Fax 66561275 www.hindustantimes.com E-mail: [email protected] CIN L22121DL2002PLC117874

May 27, 2022

Ref: HTML/CS/02/2022

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

The National Stock Exchange of India Limited Exchange Plaza, C/1, Block G, Bandra Kurla Complex, Bandra (E) MUMBAI-400 051

Scrip Code: 532662

Trading Symbol: HTMEDIA

Dear Sirs,

Sub: Declaration on Unmodified Opinion in the Auditor's Report for Financial Year $2021 - 22$

Pursuant to Regulations 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule VIII thereto and SEBI Circular CIR/CFD/CMD/56/ 2016 dated May 27, 2016, we hereby declare that the Statutory Auditors of the Company, M/s B S R and Associates, Chartered Accountants (Firm Registration No. 128901W), have submitted the Auditor's Report with unmodified opinion on the financial results for the financial year ended March 31, 2022.

This is for your information and records.

Thanking you,

$51 - 7$

Yours faithfully, For HT Media Limited

(Myush Gupta)

Group Chief Financial Officer