HT Media Ltd — Capital/Financing Update 2025

Feb 7, 2025

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7[th] February, 2025

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, 5th Floor Dalal Street Plot No. C-1, Block G, Mumbai - 400 001 Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051 Scrip Code: 532662 Trading Symbol: HTMEDIA

Dear Sir/Madam

Subject: Disclosure in compliance with the Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

With reference to the captioned subject, we would like to inform you that that the Board of Directors of HT Media Limited (“ Company ”) on 7[th] February, 2025 has approved the conversion of the existing inter-company loans extended by the Company to Next Radio Limited (“ NRL ”), a stepdown subsidiary of the Company, as also the outstanding interest thereon, to equity in NRL.

This conversion is pursuant to the terms and conditions of the loan that was granted to NRL, in terms of which the Company has the option to convert the outstanding loan (i.e. principal amount plus interest accrued thereon) into equity shares of NRL (at par value), any time during the tenure of the loan by giving a notice to NRL to this effect and subject to meeting all regulatory compliances. The conversion is being undertaken, interalia, to meet NRL’s regulatory requirements under its radio licences. The aggregate loan amount outstanding against NRL as on 31[st] December, 2024 was INR 212,00,04,536 (Indian Rupees Two Hundred and Twelve Crore Four Thousand Five Hundred and Thirty-Six Only) (“ Outstanding Debt ”), convertible into 21,20,00,453 equity shares of NRL of INR 10 each.

Upon conversion of the Outstanding Debt into equity, NRL shall become the direct subsidiary of the Company (from being a step-down subsidiary). The Company’s pre-conversion and postconversion holding in NRL is given hereinbelow:

Target Company	No of Shares held in NRL before conversion of Unsecured Loan(A)	% of Shareholding in NRL No of Shares proposed to be issued by NRL on conversion of Unsecured Loan(B)	% of Shareholding in NRL No of Shares proposed to be issued by NRL on conversion of Unsecured Loan(B)	No of Shares to be held in NRL Post Conversion C = (A+B)	% of Shareholdi ng in NRL
Next Radio Limited	3,68,08,001	48.60%	21,20,00,453	24,88,08,454	86.47%

Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi- 110025 Ph.: 011-66561234

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The relevant details in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023 is enclosed in Annexure 1 herewith.

Thanking you,

Yours faithfully,

For HT Media Limited

MANHAR KAPOOR Digitally signed by MANHAR KAPOOR DN: c=IN, o=Personal, postalCode=122018, l=Gurgaon, st=Haryana, street=FLAT 2, ACACIA 1, VATIKA CITY, SECTOR 49, SOUTH CITY-II, GURGAON - 122018, HARYANA, title=5055, 2.5.4.20=0c084d4207b0c3dbb4ffa0cfa9e4b8c1495ad5f7977a160ba971717f4bc5234b, serialNumber=a81fc37164ecf09e7a9a7d17be888acfb99218d6147eff1971f4899863059d6a, email=manhark@gmail.com, cn=MANHAR KAPOOR Date: 2025.02.07 18:58:34 +05'30'

(Manhar Kapoor) Group General Counsel & Company Secretary

Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi- 110025 Ph.: 011-66561234

Annexure -1

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Disclosure of information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated 13th July, 2023

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Information
S. No. Particulars
a) Name of the target entity, details in brief such Target Entity
as size, turnover etc. Next Radio Limited (“ NRL ”)
Last 3 years’ turnover of NRL
FY 22- INR 2,566 Lacs
FY 23- INR 3,625 Lacs
FY 24- INR 3,837 Lacs
b) Whether the acquisition would fall within The Company is holding 3,68,08,001 equity
related party transaction(s) and whether the shares in NRL (equivalent to 48.60%) and
promoter/promoter group/ group companies NRL is a step-down subsidiary of the
have any interest in the entity being acquired? Company. Therefore, the transaction of
If yes, nature of interest and details thereof conversion of outstanding loan, along with
and whether the same is done at “arm’s accrued interest, extended by the Company
length” into equity shares of NRL, will not fall under
related party transaction.
The conversion is in compliance with the
valuation requirements under Companies Act,
2013 for preferential allotment.
Other than as disclosed above, the
promoter/promoter group/group companies
do not have any interest in the said
transaction.
c) Industry to which the entity being acquired Radio Broadcasting
belongs
d) Objects and impact of acquisition (including Object: The conversion of the outstanding
but not limited to, disclosure of reasons for loan is pursuant to the existing right of
acquisition of target entity, if its business is HTML under the loan agreement executed
outside the main line of business of the listed with NRL. Given the uncertainty of
entity) repayment of the outstanding debt by NRL,
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Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi- 110025 Ph.: 011-66561234

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the proposed conversion will preserve the
Company’s existing investment in NRL and
will also render NRL’s net worth positive,
thereby ensuring compliance with its
regulatory requirements under the licenses
issued to it by the Ministry of Information
and Broadcasting (“MIB”) for operation of
the radio business.
Impact of acquisition : Not applicable. This is
not an acquisition and there is no fresh
infusion of capital.
e) Brief details of any governmental or NRL has obtained approval of Ministry of
regulatory approvals required for the Information and Broadcasting vide letter
acquisition dated 27 [th] January, 2025.
f) Indicative time period for completion of the The indicative time period for conversion of
acquisition the loan into equity is by 7 [th] February, 2025
g) Consideration – whether cash consideration or Not applicable. There is no fresh infusion of
share swap and details of the same capital. The outstanding amount pursuant to
loans extended in past are now being
converted into equity shares.
h) Cost of acquisition and/or the price at which Not applicable. There is no fresh infusion of
the shares are acquired capital. The outstanding unsecured loan
(including accrued interest) of
INR 212,00,04,536 (Indian Rupees Two
Hundred and Twelve Crore Four Thousand
Five Hundred and Thirty-Six only) is being
converted into 21,20,00,453 equity shares of
NRL, at par, at face value of INR 10 each.
i) Percentage of shareholding / control acquired The outstanding loan is convertible into
and / or number of shares acquired 21,20,00,453 equity shares of NRL of face
value INR 10 each. Pursuant to the
conversion, the Company’s shareholding in
the NRL will increase from 48.60%
(3,68,08,001 equity shares) to 86.47%
(24,88,08,454 equity shares).
j) Brief background about the entity acquired NRL has been incorporated on 14 [th] October,
in terms of products/line of business 1999 and is presently engaged in the business
acquired, date of incorporation, history of of FM Radio broadcasting. It was among the
last 3 years turnover, country in which the first private players to venture into private FM
acquired entity has presence and any other broadcasting and runs the “Radio One”
significant information (in brief) channel.
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Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi- 110025 Ph.: 011-66561234

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Radio One has stations in 7 metropolitan cities in India including Delhi, Mumbai, Bangalore, Kolkata, Chennai, Pune and Ahmedabad. For last 3 years’ turnover, please refer point (a) above.

Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi- 110025 Ph.: 011-66561234