HT Media Ltd — Capital/Financing Update 2021

Oct 28, 2021

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October 28, 2021

BSE Limited PJ Towers Dalal Street Mumbai- 400001

National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1 G Block, Bandra-Kurla Complex, Bandra (East) Mumbai - 400 051

Scrip Code : 532662

Trading Symbol: HTMEDIA

Dear Sirs,

Sub: Intimation of acquisition of equity stake in Digital Performance Media Private Limited

Re: Disclosure u/r 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR)

Dear Sirs,

In terms of Regulation 30 of SEBI LODR, this is to inform you that the Company has acquired 19.99% equity stake in Digital Performance Media Private Limited (Digiperform). Particulars of the above acquisition as per SEBI’s circular no. CIR/CFD/CMD/4/2015 dated 9[th] September, 2015, are enclosed as Annexure-A .

In the above connection, it is submitted that the aforesaid acquisition was completed on 24[th] March, 2021, however, due to the unprecedented and extraordinary situation arising out of second wave of Covid-19, the disclosure u/r 30 of SEBI LODR in the above respect could not be made. Since, the delay is on account of a bona-fide reason, this disclosure may kindly be taken on record.

For HT Media Limited

DINESH Digitally signed by DINESH MITTAL MITTAL Date: 2021.10.28 15:19:48 +05'30' (Dinesh Mittal)

Group General Counsel & Company Secretary

Encl.: As above

Annexure - A

Disclosure of information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9[th] September, 2015

S. No.	Particulars		Information
a)	Name of the target entity, details in brief such as size, turnover etc.		Digital Performance Media Private Limited (Digiperform) Last 3 years’ turnover of Digiperform FY 19 - Rs 2.73 Crore FY 20 – Rs. 5.40 Crore FY 21_(Provisional)_– Rs. 4.03 Crore
b)	whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”;		Not a related party
c)	Industry to which the entity being acquired belongs		Digital Marketing (Edtech)
d)	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)		Digiperform is an Edtech company, growing it’s online and offline presence which may help HT to reach younger generation in a cost effective way.
e)	Brief details of any governmental or regulatory approvals required for the acquisition		Not Applicable
f)	Indicative time period for completion of the acquisition		24~~th~~March, 2021
g)	Nature of consideration – whether cash consideration or share swap and details of the same		On 21~~st~~December, 2018, the Company subscribed to 21 nos. share warrants of Digiperform amountingto Rs. 1,05,00,000/-

		and one equity share of Rs.10/-. As per terms and conditions agreed between the Company and Digiperform, on 24thMarch, 2021, the Company exercised these share warrants on payment of aggregate amount of Rs. 21/-, and subscribed to 2,776 equity shares of Rs.10/- each of Digiperform (constituting 19.99% equity share capital).
h)	Cost of acquisition or the price at which the shares are acquired	Rs. 3,781/- per equity share
i)	Percentage of shareholding / control acquired and / or number of shares acquired	The Company holds 2,777 equity shares (comprising of 19.99% equity share capital) of Digiperform on a fully diluted basis.
j)	brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);	- Digiperform is a leading digital marketing certification company having PAN India presence. Digiperform imparts skill based digital marketing training to create opportunities for self-employment and/or to get better job placements. - Date of incorporation – 16thDecember, 2013 - Please refer para (a) above for last 3 year’s turnover details

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