HT Media Ltd — M&A Activity 2022

Feb 22, 2022

Ref: HTML/CS/02/2022

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February 22, 2022

National Stock Exchange of India Limited

Exchange Plaza, 5[th] Floor Plot No. C/1, G Block Bandra Kurla Complex Bandra (E) Mumbai 400051

Symbol: HTMEDIA

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400 001

Scrip Code: 532662

Dear Sir/ Madam,

Sub: Notice of the meeting of Equity Shareholders of HT Media Limited convened as per the directions of the New Delhi Bench

Ref: In the matter of between Digicontent Limited, Next Mediaworks Limited and HT Mobile Solutions Limited with HT Media Limited and their respective shareholders and creditors.

In furtherance to our letter dated February 8, 2022, this is to inform that a meeting of the equity shareholders of the Company will be held on Tuesday, March 29, 2022 at 3:00 p.m. (IST), through Video Conferencing / Other Audio Visual Means to consider and if thought fit, to approve the Scheme under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as CA(CAA)/112/230/232/ND/2021 .

Copy of the Notice convening aforesaid meeting along with the Explanatory Statement and other Annexures are enclosed.

Notice of the meeting has been sent to the equity shareholders whose names appear in the register of members/ list of beneficial owners maintained by the Depositories as on February 11, 2022 (i) through electronic mode to the equity shareholders whose e-mail IDs are registered with KFin Technologies Private Limited /depositories and (ii) through courier (physically) to the equity shareholders whose e-mail IDs are not registered with KFin/Depositories.

The voting period for remote e-voting shall commence on Friday, March 25, 2022 at 9:00 a.m. (IST) and ends on Monday, March 28, 2022 at 5:00 p.m. (IST).

The detailed instructions such as manner of (i) casting vote through e-voting (including remote e- voting) and (ii) attending the meeting through VC / OAVM have been set out in the Notice of the meeting. The Company has engaged the services of KFin for facilitating voting through electronic

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means, as well to enable the eligible equity shareholders to attend and participate in the meeting through VC/ OAVM.

The notices is also being made available on the website of the Company www.htmedia.in and on the website of KFin at https://evoting.kfintech.com.

We request you to take the above information on record.

Thanking You

Yours truly,

For HT MEDIA LIMITED

(Dinesh Mittal) Group General Counsel and Company Secretary

Encl: As above

HT MEDIA LIMITED

Corporate Identification Number: L22121DL2002PLC117874

Registered Office: 18-20, Kasturba Gandhi Marg, New Delhi - 110001

Ph: +91-11-6656-1234; Email: investor@hindustantimes.com; Website: www.htmedia.in

MEETING OF THE EQUITY SHAREHOLDERS OF HT MEDIA LIMITED

(convened pursuant to Order dated February 03, 2022 read with Order dated December 22, 2021 of the

Hon’ble National Company Law Tribunal, New Delhi Bench)

DETAILS OF THE MEETING:

DETAILS OF THE MEETING:
Day	Tuesday
Date	March 29, 2022
Time	3:00 p.m. IST
Mode of Meeting	As per the directions of the Hon’ble National Company Law Tribunal, New Delhi Bench, the meeting shall be conducted through Video Conferencing / Other Audio-Visual Means

REMOTE E-VOTING AND E-VOTING AT THE MEETING:

Cut Off date for e-voting	Tuesday, March 22, 2022
Remote e‐voting date and time	From Friday, March 25, 2022 at 09:00 a.m. (IST) to Monday, March 28, 2022 at 05:00 p.m. (IST)
E-voting at the Meeting	As may be instructed by the Chairperson of the Meeting, during the proceedings of the meeting

DOCUMENTS ENCLOSED:

Sl. No.	Contents	Page Nos.
1.	Notice of meeting of the equity shareholders of HT Media Limited convened as per the directions of the Hon’ble National Company Law Tribunal, New Delhi Bench(“Notice”)	1-12
2.	Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013(“Act”)read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”)	13-41
3.	Annexure 1 Copy of Composite Scheme of Amalgamation of Digicontent Limited (“Transferor Company 1”), Next Mediaworks Limited (“Transferor Company 2”) and HT Mobile Solutions Limited (“Transferor Company 3”)(hereinafter collectively referred to as “Transferor Companies”)with HT Media Limited (“Transferee Company”)and their respective shareholders and creditors under	42-83

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	Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Scheme’)
4.	Annexure 2 Copy of Equity Share Exchange Ratio Report dated February 10, 2021, jointly issued by SSPA & Co., and Finvox Analytics, Registered Valuers	84-98
5.	Annexure 3 Copy of Fairness Opinion dated February 10, 2021, issued by Sundae Capital Advisors Private Limited, SEBI registered Category 1 Merchant Banker	99-106
6.	Annexure 4 Copy of Fairness Opinion dated February 10, 2021, issued by Inga Ventures Private Limited, SEBI registered Category 1 Merchant Banker	107-111
7.	Annexure 5 Certificate dated February 11, 2021, on compliance with conditions of the Pricing provisions specified in Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, issued by MRKS and Associates, Chartered Accountants	112-114
8.	Annexure 6 Complaints Reports dated April 27, 2021 and June 18, 2021, filed by HT Media Limited with BSE Limited and National Stock Exchange of India Limited, respectively	115-118
9.	Annexure 7 Complaints Reports dated April 27, 2021 and June 18, 2021, filed by Digicontent Limited with BSE Limited and National Stock Exchange of India Limited, respectively	119-123
10.	Annexure 8 Complaints Reports dated April 27, 2021 and June 18, 2021, filed by Next Mediaworks Limited with BSE Limited and National Stock Exchange of India Limited, respectively	124-127
11.	Annexure 9 Copy of Observation Letters dated August 13, 2021 and August 16, 2021, issued to HT Media Limited by BSE Limited and National Stock Exchange of India Limited, respectively.	128-131
12.	Annexure 10 Copy of Observation Letters dated August 13, 2021 and August 16, 2021, issued to Digicontent Limited by BSE Limited and National Stock Exchange of India Limited, respectively.	132-135
13.	Annexure 11 Copy of Observation Letters dated August 13, 2021 and August 16, 2021, issued to Next Mediaworks Limited by BSE Limited and National Stock Exchange of India Limited, respectively.	136-139

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14.	Annexure 12 Copy of Report adopted by Board of Directors of Digicontent Limited, Next Mediaworks Limited, HT Mobile Solutions Limited and HT Media Limited as required under Section 232(2)(c) of the Companies Act, 2013	140-155
15.	Annexure 13 Limited review standalone and consolidated Financial Results of HT Media Limited for the quarter and half-year ended on September 30, 2021	156-173
16.	Annexure 14 Limited review standalone and consolidated Financial Results of Digicontent Limited for the quarter and half-year ended on September 30, 2021	174-185
17.	Annexure 15 Limited review standalone and consolidated Financial Results of Next Mediaworks Limited for the quarter and half-year ended on September 30, 2021	186-197
18.	Annexure 16 Unaudited management certified accounting statements of HT Mobile Solutions Limited as on September 30, 2021	198-228
19.	Annexure 17 The applicable information relating to HT Mobile Solutions Limited, in the format specified for abridged prospectus as provided in Part E of Schedule VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018	229-236
20.	Annexure 18 Pre-Scheme and post-Scheme shareholding pattern of HT Media Limited	237-239
21.	Annexure 19 Pre-Scheme and post-Scheme shareholding pattern of Digicontent Limited	240-241
22.	Annexure 20 Pre-Scheme and post-Scheme shareholding pattern of Next Mediaworks Limited	242-243
23.	Annexure 21 Pre-Scheme and post-Scheme shareholding pattern of HT Mobile Solutions Limited	244
24.	Annexure 22 Auditor’s certificate issued to HT Media Limited that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013	245-247
25.	Annexure 23 Auditor’s certificate issued to Digicontent Limited that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013	248-250
26.	Annexure 24 Auditor’s certificate issued to Next Mediaworks Limited that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013	251-253

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	27.	Annexure 25 Auditor’s certificate issued to HT Mobile Solutions Limited that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013	254-256

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FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

NEW DELHI BENCH

(COMPANY APPLICATION NO. : CA(CAA)/112/230/232/ND/2021)

IN THE MATTER OF COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230-232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

AND

IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN

DIGICONTENT LIMITED, a public listed company incorporated under the provisions of the Companies Act, 2013 on 14[th] August 2017 bearing corporate identification number of L74999DL2017PLC322147 having its registered office at Hindustan Times House, 2[nd] floor, 18-20 Kasturba Gandhi Marg, New Delhi - 110001.

………. Transferor Company 1/Applicant Company 1/ DCL

HT MOBILE SOLUTIONS LIMITED, an unlisted

public company incorporated under the provisions of the Companies Act, 1956 on 19[th] February 2009 bearing corporate identification number of U74900DL2009PLC187795 having its registered office at Hindustan Times House, 2nd Floor, 18-20 Kasturba Gandhi Marg, New Delhi - 110001.

………. Transferor Company 3/Applicant Company 2/HTMS

HT MEDIA LIMITED, a public listed company incorporated under the provisions of the Companies Act, 1956 on 3[rd] December 2002 bearing corporate identification number of L22121DL2002PLC117874 having its registered office at 18-20, Kasturba Gandhi Marg, New Delhi - 110001

……………. Transferee Company/Applicant Company 3/ HTML ……………Applicant Companies

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

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NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF HT MEDIA LIMITED

To,

Equity Shareholders of HT Media Limited

NOTICE is hereby given that by an Order dated February 03, 2022 read with Order dated December 22, 2021 (“Orders”) , the Hon’ble National Company Law Tribunal, New Delhi Bench (“Tribunal” or “NCLT”) has directed a meeting of the equity shareholders of HT Media Limited (“Applicant Company 3” or “Transferee Company” or “Company”) to be held, for the purpose of considering, and if thought fit, approving, the Composite Scheme of Amalgamation (“Scheme”) of Digicontent Limited (“Transferor Company 1”) , Next Mediaworks Limited ( “Transferor Company 2”) and HT Mobile Solutions Limited (“Transferor Company 3”) (hereinafter collectively referred to as “Transferor Companies”) with HT Media Limited (“Transferee Company”) and their respective shareholders and creditors under the provisions of Sections 230 to 232 of the Companies Act, 2013 and the other applicable provisions thereof and applicable rules thereunder.

In pursuance of the Orders and as directed therein, further notice is hereby given that a meeting of equity shareholders of the Company (“Meeting”), will be held on Tuesday, March 29, 2022 at 3:00 p.m. (IST) through video conferencing / other audio-visual means (“VC/OAVM”) , in compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and circulars issued thereunder, as amended from time to time and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), at which day, time and place the said equity shareholders of Company are requested to attend the Meeting.

At the Meeting, the following resolutions will be considered and if thought fit, be passed, by requisite majority, under Sections 230 to 232 and other applicable provisions of the Act and relevant provisions of the SEBI Listing Regulations:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications issued thereunder, including any statutory modification(s) or re-enactment(s)thereof, for the time being in force, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the circulars and notifications issued thereunder, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble jurisdictional National Company Law Tribunal (“NCLT”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the Parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the Composite Scheme of Amalgamation of Digicontent Limited (“Transferor Company 1”), Next Mediaworks Limited

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(“Transferor Company 2”) and HT Mobile Solutions Limited (“Transferor Company 3”) (hereinafter collectively referred to as “Transferor Companies”) with HT Media Limited (“Transferee Company”) (“Scheme”) and their respective shareholders and creditors, which was circulated along with this Notice, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by NCLT while sanctioning the Scheme or by any authorities under law, including but not limited to passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, and to settle any question, difficulty or doubt that may arise in respect of Scheme, without being required to seek any further consent or approval of the equity shareholders of the Company or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution. ”

TAKE FURTHER NOTICE that in compliance with the provisions of Section 230 read with Section 108 of the Act; Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014, Regulation 44 and other applicable provisions of SEBI Listing Regulations, as amended; and Paragraph 9(a) of Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 (to the extent applicable) issued by the Securities and Exchange Board of India, as amended (“SEBI Circulars”) , read with applicable circulars, issued in this regard, from time to time, the Company has provided the facility to vote through remote electronic voting (“remote e-voting”) and e‐voting during the Meeting (‘Insta Poll’) by way of facility offered by KFin Technologies Private Limited (“KFin”) so as to enable the equity shareholders, to consider and approve the Scheme by passing aforesaid resolution.

TAKE FURTHER NOTICE that in terms of the said Orders of the Hon’ble Tribunal, in addition to facility of voting through e-voting system during the Meeting i.e., Insta Poll, the persons entitled to attend and vote at the Meeting shall have the facility and option to cast vote(s) on the resolution, for approval of the Scheme through remote e-voting facility during the period commencing from Friday, March 25, 2022 at 09:00 a.m. (IST) to Monday, March 28, 2022 at 05:00 p.m. (IST) (“remote e-voting period”) . The voting rights of equity shareholders shall be in proportion to their holding in the paid-up share capital of the Company as on cut-off date i.e., March 22, 2022 (“Cut-off Date”) . The instructions for remote e-voting and Insta Poll are appended to the Notice. In case of remote e-voting, the votes should be cast in the manner described in the instructions during the e-voting period. Remote e-voting module will be disabled by KFin thereafter.

A copy of the Scheme, the Explanatory Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other annexures as indicated in the Index are enclosed herewith. A copy of this notice and the accompanying documents will be placed on the Company’s website viz. www.htmedia.in and will also be available on the website of KFin at www.kfintech.com, and websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The copy of the Scheme and other enclosed

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annexures can be obtained free of charge on all working days, from the registered office of the Company between 10:00 a.m. to 4:00 p.m. or by sending email to the Company at investor@hindustantimes.com, up to the date of the Meeting.

TAKE FURTHER NOTICE that the Hon’ble Tribunal has appointed Mr. Satwinder Singh, Advocate, and Mr. N.C. Khanna (FCS No. 4268, CP No. 5143), Practising Company Secretary, as the Chairperson and Alternate Chairperson respectively of the Meeting, including for any adjournment(s) thereof. Further, the Tribunal has appointed Mr. Manish Gupta, Practising Company Secretary (FCS No. 5123, CP No. 4095) to be the Scrutinizer for the Meeting, including for any adjournment(s) thereof.

The results of the Meeting shall be announced by the Chairperson within two (2) working days of the conclusion of the Meeting upon receipt of Scrutinizer’s report and the same shall be displayed on the website of the Company viz. www.htmedia.in and on the website of KFin viz. www.kfintech.com, besides being communicated to BSE Limited and the National Stock Exchange of India Limited.

The Scheme, if approved by the equity shareholders (which includes Public Shareholders), will be subject to the subsequent approval of the Hon’ble Tribunal and such other approvals, permissions, and sanctions of regulatory or other authorities, as may be necessary.

In accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013 read with the SEBI Circulars, the Scheme shall be considered approved by the Equity Shareholders (which includes Public Shareholders) only if, (a) the Scheme is approved by majority in number representing three-fourths in value of the equity shareholders of Company, who voted during the Meeting or by way of remote e-voting; and (b) the votes cast by the public shareholders of Company in favour of the Scheme, are more than the number of votes cast by the public shareholders against it.

Dated this February 16, 2022 Place: New Delhi

For HT MEDIA LIMITED

Sd/-

Satwinder Singh, Advocate Chairperson appointed for the Meeting

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Notes:

1. Pursuant to the directions of the Hon’ble National Company Law Tribunal, New Delhi Bench (“Tribunal” or “NCLT”) given vide its Orders dated February 03, 2022 read with Order dated December 22, 2021 (“Orders”) , the meeting of the equity shareholders of the Company (“Meeting”) is being convened on Tuesday, March 29, 2022, at 3:00 p.m. (IST) through VC/OAVM to transact the business set out in the Notice convening this Meeting, which does not require physical presence of members at a common venue. In view of the same, registered office of the Company shall be the deemed venue for this Meeting.

2. Since the Meeting will be held through VC/OAVM, route map of the venue is not required and hence, not annexed to this notice.

3. Institutional/Corporate shareholders (i.e. other than individuals/HUF, NRI, etc.) are entitled to appoint authorized representative(s) to attend the Meeting through VC/ OAVM and to cast their vote through remote e-voting/ e-voting at the Meeting. In this regard, they are required to send certified copy of the latest board resolution/ authorization letter/ power of attorney etc. authorizing their representative(s) to attend the meeting and vote on their behalf, through e-voting at the Meeting. The said resolution/ letter/ power of attorney etc. shall be sent by them from their registered e-mail ID to the Scrutinizer at manish@rmgcs.com and a copy thereof marked to investor@hindustantimes.com not later than 48 (forty-eight) hours before the time for holding the Meeting.

4. Since the Meeting will be held through VC/OAVM, which does not require physical attendance of the Equity Shareholders, the facility to appoint proxy by Equity Shareholders will not be available for this Meeting and therefore, Proxy Form and Attendance Slip are not annexed to this Notice.

5. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Equity shareholders holding shares in electronic form are requested to submit their PAN to their DPs, and those holding shares in physical form are requested to submit their PAN to the Company / Company’s Registrar and Transfer Agent (KFin) at KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Gachibowli Financial District, Nanakramguda Serilingampally Mandal, Hyderabad – 500 032, Telangana or at evoting@kfintech.com.

6. In terms of SEBI’s circular dated April 20, 2018, Equity Shareholders holding shares in physical form and whose PAN and bank details are not updated in the records of KFin, are requested to submit their PAN and bank account details, along with self-attested copy of PAN Card and original cancelled cheque/attested copy of bank passbook bearing name of the Equity Shareholder to the Company/KFin.

7. The explanatory statement pursuant to Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“the Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out in the Notice of the Meeting is annexed hereto.

8. The quorum of the Meeting of the equity shareholders of the Company shall be equity shareholders representing 75% in value of the paid-up share capital of the Company as on Cut-Off date. The equity shareholders attending the Meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum. In case the above stated quorum is not present at the Meeting, the Meeting shall be

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adjourned for half an hour, thereafter, the equity shareholders present shall be deemed to constitute the quorum.

9. The Notice of the Meeting, explanatory statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the Scheme and the other annexures as indicated in the Index are being sent to the equity shareholders whose names appear in the register of members/ list of beneficial owners maintained by the Depositories as on Friday, February 11, 2022 (i) through electronic mode to the equity shareholders whose e-mail IDs are registered with KFin/Depositories; and (ii) through registered post or courier, physically, to the equity shareholders whose email IDs are not registered with KFin/Depositories.

10. The equity shareholders may note that the notice and accompanying documents are also available on the website of the Company at www.htmedia.in, on the website of KFin at www.kfintech.com, and will also be filed to the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited.

11. Any person, who acquires shares of the Company after dispatch of the Notice of the Meeting and whose name appears in the register of members/ list of beneficial owners maintained by the Depositories as on the Cut Off date (i.e., Tuesday, March 22, 2022) can download this Notice along with all the annexures from the website of Company at www.htmedia.in.

12. In case of joint holders attending the meeting, the Equity Shareholders whose name appears as the first holder in the order of names as per the Register of Members/list of beneficial owners maintained by the Depositories will be entitled to vote.

13. All the documents referred to in this Notice shall also be open for inspection by the equity shareholders at the registered office of the Company between 10:00 a.m. to 4:00 p.m. on all working days up to the date of the Meeting. The equity shareholders desirous to inspect these documents may send request from their registered email ID to the Company at investor@hindustantimes.com.

14. The Notice convening the Meeting in Form CAA 2 will be published through advertisement in ‘MINT’ in English language; and in ‘HINDUSTAN’ in Hindi language newspapers.

15. All investor related communication may be addressed to KFin at KFin Technologies Private Limited, Unit: HT Media Limited, Selenium Tower B, Plot Nos. 31 & 32, Gachibowli Financial District, Nanakramguda Serilingampally Mandal, Hyderabad – 500 032, Telangana. Toll free number: 1800309-4001; E-mail: einward.ris@kfintech.com; Website: www.kfintech.com

E-VOTING AND PARTICIPATION IN THE MEETING

• a) Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Act read with the Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI Listing Regulations, the Company is providing the facility to its equity shareholders to exercise their right to vote on the resolutions set out in Notice by electronic means. The Company has engaged the services of KFin, Company’s Registrar and Transfer Agent, to provide e-voting facility (remote e-voting and voting during the meeting).

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• b) The equity shareholders may cast their votes remotely, using electronic voting system (“remote e- voting’’) during the remote e-voting period as mentioned in para (c) hereinbelow . The facility of e-voting will also be available at the Meeting (“InstaPoll”), and equity shareholders who have not cast their vote(s) by remote e-voting, will be able to cast their vote at the meeting through InstaPoll.

• c) The remote e-voting facility will be available during following period:

Commencement of e-voting	From 09:00 a.m. (IST) on March 25, 2022 (Friday)
End of remote e-voting	Up 5:00 p.m. (IST) on March 28, 2022 (Monday)

Remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFin upon expiry of aforesaid period.

• d) Equity shareholders whose name appears in the Register of Members/list of Beneficial Owners maintained by the Depositories as on March 22, 2022 (“Cut-off Date”) shall be entitled to cast their vote by remote e-voting on the resolution set forth in this Notice or participating at the Meeting and vote through Insta Poll. Any person who is not an equity shareholder as on the Cut-off Date should treat this Notice for information purpose only.

• e) Once the vote on the resolution has been cast by an equity shareholder, whether partially or otherwise, the equity shareholder shall not be allowed to change it subsequently or cast the vote again.

• f) The Hon’ble Tribunal has appointed Mr. Manish Gupta, Practising Company Secretary (FCS No. 5123, CP No. 4095) as Scrutinizer to scrutinize the remote e-voting process and Insta Poll in a fair and transparent manner.

• g) After conclusion of e-voting at the Meeting, Scrutinizer will scrutinize the votes cast via Insta Poll and remote e-voting and submit his consolidated Scrutinizer’s Report to the Chairperson of the Meeting.

• h) The result of e-voting (remote e-voting and Insta Poll) will be declared within two (2) working days of conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be placed on Company’s website viz. www.htmedia.in. The result of voting will be simultaneously communicated to the stock exchanges viz. BSE Limited and the National Stock Exchange of India Limited.

• i) The resolutions as set out in the Notice shall be deemed to be passed on the date of Meeting, subject to receipt of requisite number of votes in favour of the resolution.

• j) Any equity shareholder who is desirous to express his/her views or ask questions during the Meeting, may register themselves by logging on to https://emeetings.kfintech.com and click on the ‘ Speaker Registration ’. Speaker Registration will be open from Thursday, March 24, 2022, at 9:00 a.m. (IST) to Saturday, March 26, 2022, at 5:00 p.m. (IST). Only those equity shareholders who have registered themselves as speaker will be allowed to express their views or ask questions at the Meeting. The Company reserves the right to restrict the number of questions and speakers, depending upon availability of time as appropriate for smooth conduct of the Meeting.

• k) Equity shareholders are requested to send their queries, if any, via email to the Company at investor@hindustantimes.com, at least 7 days before the Meeting, so that the information can be compiled in advance.

• l) Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 09, 2020 on “e-Voting Facility provided by Listed Entities”, individual shareholders holding equity shares in

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dematerialised form can cast their vote, by way of single login credential, through their demat account/ websites of Depositories/ Depository Participants.

Equity shareholders are advised to update their mobile number and E-mail ID in their demat accounts in order to access e-voting facility.

m) Equity shareholders are requested to carefully read the “PROCEDURE TO CAST VOTE THROUGH REMOTE E-VOTING” and “PROCEDURE FOR JOINING THE MEETING THROUGH VC/OAVM AND VOTING AT THE MEETING” given below.

I. PROCEDURE TO CAST VOTE THROUGH REMOTE E-VOTING

1. Individual equity shareholders holding shares of the Company in demat mode (by accessing e-Voting system of Depositories)

-Voting system of Depositories)
National Securities Depository Limited (NSDL)	Central Depository Services (India) Limited (CDSL)
1. User already registered for IDeAS facility: (i)Visithttps://eservices.nsdl.com (ii) Click on the “Beneficial Owner” icon under ‘IDeAS’ section. (iii) Enter User ID and Password. Post successful authentication, click on “Access to e-Voting” (iv) Click on Company name: “HT Media Limited” or e-Voting service provider “KFin”. You will be re-directed to KFin’s e-Voting page to cast vote during the remote e-Voting period. 2. User not registered for IDeAS facility: (i) Click on link: https://eservices.nsdl.com and select “Register Online for IDeAS” OR https://eservices.nsdl.com/SecureWeb/Ide asDirectReg.jsp (ii) Proceed with completing the required fields. (iii) Follow steps mentioned in point no. 1 above 3. Alternatively, by directly accessing the e- Voting website of NSDL: (i) Visit https://www.evoting.nsdl.com	1.User already registered for Easi/ Easiest: (i) Visit URL: https://web.cdslindia.com/myeasi/home/l ogin OR www.cdslindia.comand click on “Login” and select “New System Myeasi” (ii) Enter your User ID and Password. (iii) Post successful authentication, please click on ‘E-voting’ (iv) You will be requested to select the name of the Company: “HT Media Limited” or KFin. You will be re-directed to KFin’s eVoting portal to cast the vote during the remote e-Voting period. 2. User not registered for Easi/Easiest: (i) Click on link: https://web.cdslindia.com/myeasi/Registr a tion/EasiRegistration (ii) Proceed with completing the required fields. (iii) Follow steps mentioned in point no. 1 above 3. Alternatively, by directly accessing the e- Voting website of CDSL: (i) Visitwww.cdslindia.comand select “E Voting”

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(ii) Click on the icon “Login” available under ‘Shareholder/Member’ section. (iii) On the Login page, enter your User ID (i.e. your 16 characters demat account number held with NSDL), Password/ OTP and a verification code as shown on the screen. (iv) Post successful authentication, click on Company name: “HT Media Limited” or e-Voting service provider “KFin”. You will be re-directed to KFin’s e-Voting portal to cast vote during the remote e- Voting period.

(ii) Provide your BO ID/ demat account number and PAN (iii) System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. (iv) You will be requested to select the name of the Company: “HT Media Limited” or KFin. You will be re- directed to KFin’s e-Voting portal to cast the vote during the remote e- Voting period.

Procedure to login through demat account/ website of Depository Participant (DP)

(i) You can login using the credentials of your demat account through the website of your DP registered with NSDL/CDSL, for remote e-Voting. (ii) Once logged-in, you will be able to see “e-Voting” option. Once you click on “e- Voting” option and after successful authentication, you will be re-directed to e-voting module of NSDL/CDSL. (iii) Click on options available against Company name: “HT Media Limited” or KFin and you will be re-directed to e- Voting portal of KFin to cast your vote during the remote e-Voting period.

NOTE: After successful login, Individual equity shareholders holding shares of the Company

in demat mode, are requested to follow steps (f) to (l) mentioned under point no. 2(A) below, to cast their vote.

Equity shareholders who are unable to retrieve User ID/ Password are advised to use “Forget User ID”/ “Forget Password” option available the websites of Depositories/DP.

Equity shareholders facing any technical issue on NSDL website	Equity shareholders facing any technical issue on CDSL website
Contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800-1020-990 or 1800-224-430	Contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 22-23058542-43

2. All Equity shareholders other than ‘Individuals holding shares of the Company in demat mode’ (by accessing to e-Voting system of KFin)

9

(A) Equity shareholders whose e-mail addresses are registered with the Company/Depository Participant(s)/KFin and have received email from Company/ KFin with login details, please follow the below process:

• (a) Launch internet browser by typing the URL: https://evoting.kfintech.com.

• (b) Enter the login credentials (User ID and password given in the e-mail). The E-Voting Event Number + Folio No. or DP ID Client ID will be your User ID. However, if you are already registered with KFin for e-voting, you can use the existing password to log-in.

• (c) After entering these details appropriately, click on “LOGIN”.

• (d) You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging in for the first time. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to update your contact details like mobile number, e-mail address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• (e) You need to login again with the new credentials.

• (f) On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for HT Media Limited.

• (g) On the voting page, enter the number of shares held by you as on the Cut-off date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR”/“AGAINST”, but the total number under “FOR”/“AGAINST” taken together should not exceed your total shareholding as on the Cut-off date. You may also choose to “ABSTAIN” and vote will not be counted under either head.

• (h) Equity shareholders holding shares under multiple folios/demat accounts shall choose the voting process separately for each of the folios/demat accounts.

• (i) Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as “ABSTAIN”.

• (j) You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.

• (k) A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify.

• (l) Once you confirm, you will not be allowed to modify your vote.

• (m) Corporate/Institutional equity shareholders (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certified true copy (in PDF Format) of the Board Resolution/Power of Attorney/Authority Letter, etc., to the Scrutinizer at manish@rmgcs.com with a copy marked to investor@hindustantimes.com. It is also requested to upload the same in the e-voting module in their login. The naming format of the aforesaid legible scanned document shall be “Corporate Name EVENT NO.”

(B) Equity shareholder whose e-mail address is not registered/updated with the Company/ KFin/ Depository Participant, please follow the below process to generate your login credentials:

• (a) Equity shareholders holding shares in physical mode, who have not registered/ updated their email addresses with the Company, are requested to register/ update the same on the link https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx or by writing to the

10

Company with details of folio number and attaching a self-attested copy of PAN card at investor@hindustantimes.com or to KFin at einward.ris@Kfintech.com.

• (b) Equity Shareholders holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or KFin, details of such folios together with the share certificates in original and KYC proof(s) viz. PAN, Aadhar etc. for consolidating their holding in one folio. The share certificates will be returned to the Equity Shareholder after making requisite changes thereon.

• (c) Equity shareholders holding shares in dematerialized mode who have not registered their e-mail addresses with their Depository Participant(s) are requested to register/update their email addresses with the Depository Participant(s) with whom they maintain their demat account(s).

• (d) After due verification, the Company/KFin will forward your login credentials to your registered email address.

• (e) Follow the instructions mentioned under point 2(A) above, to cast your vote.

• (f) You can also update your mobile number and e-mail id in the “user profile details” in your e-voting login on https://e-voting.kfintech.com which may be used for sending further communication.

• (C) Any person who becomes an equity shareholder of the Company after dispatch of the Notice of the Meeting and holding shares as on the Cut-off Date may obtain the User ID and password from KFin in the manner as mentioned below:

• (a) If the mobile number of the equity shareholder is registered against Folio No./DP ID Client ID, the equity shareholder may send SMS: MYEPWD E-Voting Event Number + Folio No. or DP ID Client ID to +91-9212993399 Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678

Example for Physical: MYEPWD XXXX1234567890

• (b) If e-mail address or mobile number of the equity shareholder is registered against Folio No./DP ID Client ID, then on the home page of https://evoting.kfintech.com, the equity shareholder may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

• (c) Equity shareholder may send an e-mail request to evoting@kfintech.com requesting User ID and Password. After due verification of the request, User ID and Password will be sent to the equity shareholder.

• (D) In case of any query/grievance in respect of e-voting - equity shareholders may refer to the Help & FAQs section/ e-voting user manual available at the “Downloads” section at https://evoting.kfintech.com or contact Mr. Rajkumar Kale, Assistant Vice president, KFin Technologies Private Limited, Unit: HT Media Limited, Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500032 | Phone No.: +91-040-67162222 / 040- 67162222 | Toll- free No.: 1800-309-4001 | E-mail: evoting@kfintech.com.

II. PROCEDURE FOR JOINING THE MEETING THROUGH VC/OAVM AND VOTING AT

THE MEETING

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• (a) Joining the Meeting through VC/OAVM: Equity shareholders will be able to attend the Meeting through VC/OAVM at https://emeetings.kfintech.com by using their e-voting login details provided in the email received from the Company/KFin.

Equity shareholders are requested to follow the procedure given below:

• (i) Launch internet browser (chrome/firefox/safari) by visiting the URL viz. https://emeetings.kfintech.com

• (ii) Enter the login credentials

• (iii) After logging in, click on “Video Conference” option

• (iv) Then click on camera icon appearing against Meeting event of HT Media Limited, to attend the Meeting.

• (b) Equity shareholders will be allowed to attend the Meeting through VC/OAVM on first come, first served basis.

• (c) Facility to join the meeting shall be opened 30 minutes before the scheduled time of the Meeting and shall be kept open throughout the proceedings of the Meeting.

(d) Voting at the Meeting (“InstaPoll”):

• (i) Facility to cast vote through InstaPoll will be made available on the meeting page, and will be activated once the InstaPoll is announced at the Meeting.

• (ii) Once the voting at the Meeting is announced, Equity shareholders who have not cast their vote through remote e-voting can cast their vote by clicking on the link “Vote”.

• (iii) If an equity shareholder casts vote(s) by both modes, then voting done through remote e- voting facility shall prevail and vote(s) cast through InstaPoll shall be treated as “INVALID”.

• (e) Equity shareholders who need assistance before or during the Meeting can contact KFin at evoting@kfintech.com or call at 1800-309-4001. Kindly quote your name, DP ID-Client ID/ Folio no. and E-Voting Event Number (EVEN) in all your communications.

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

NEW DELHI BENCH

(COMPANY APPLICATION NO. : CA(CAA)/112/230/232/ND/2021)

IN THE MATTER OF COMPANIES ACT, 2013

AND

IN THE MATTER OF SECTIONS 230-232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

AND

IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN

DIGICONTENT LIMITED, a public listed company

incorporated under the provisions of the Companies Act, 2013 on 14[th] August 2017 bearing corporate identification number of L74999DL2017PLC322147 having its registered office at Hindustan Times House, 2nd floor, 18-20, Kasturba Gandhi Marg, New Delhi - 110001.

………. Transferor Company 1/Applicant Company 1/ DCL

HT MOBILE SOLUTIONS LIMITED, an unlisted

public company incorporated under the provisions of the Companies Act, 1956 on 19[th] February 2009 bearing corporate identification number of U74900DL2009PLC187795 having its registered office at Hindustan Times House, 2nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi - 110001.

………. Transferor Company 3/Applicant Company 2/HTMS

HT MEDIA LIMITED, a public listed company incorporated under the provisions of the Companies Act, 1956 on 3[rd] December 2002 bearing corporate identification number of L22121DL2002PLC117874 having its registered office at 18-20, Kasturba Gandhi Marg, New Delhi - 110001

……………. Transferee Company/Applicant Company 3/ HTML ……………Applicant Companies

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

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EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232 (1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“EXPLANATORY STATEMENT”)

1. MEETING OF EQUITY SHAREHOLDERS OF THE COMPANY

This is an Explanatory Statement accompanying the Notice convening the meeting of the equity shareholders of HT Media Limited (“Company”) for the purpose of their consideration and if thought fit, approving, the proposed Composite Scheme of Amalgamation (“Scheme”) of Digicontent Limited (“Transferor Company 1”) , Next Mediaworks Limited (“Transferor Company 2”) and HT Mobile Solutions Limited (“Transferor Company 3”) (hereinafter collectively referred to as “Transferor Companies”) with HT Media Limited (“Transferee Company”) and their respective shareholders and creditors under Sections 230-232 of the Companies Act, 2013, and other applicable provisions of the Act, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”) , whereby and whereunder it is proposed to amalgamate the Transferor Companies with the Transferee Company, in the manner and on the terms and conditions stated in the said Scheme. A copy of the Scheme, which has been, inter alia, approved by the Audit Committee, Committee of Independent Directors, and the Board of Directors of the Company at their respective meetings, held on February 10, 2021, February 11, 2021, and February 11, 2021, respectively, is enclosed as Annexure 1.

Capital terms not defined herein and used in the Notice and this Explanatory Statement shall have the meaning as ascribed to them in the Scheme.

2. DATE, TIME AND VENUE OF MEETING

Pursuant to an Order dated February 03, 2022 read with Order December 22, 2021 (“Orders”) , passed by the Hon’ble National Company Law Tribunal, New Delhi Bench (“Tribunal” or “NCLT”) in Company Application No. CA(CAA)/112/230/232/ND/2021, this meeting of the equity shareholders of the Company (“Meeting”) is being held through VC/OAVM on Tuesday, March 29, 2022 at 3:00 p.m. (IST) for the purpose of considering and if thought fit, approving, the said Scheme.

3. PARTICULARS OF THE COMPANIES WHO ARE PARTIES TO THE SCHEME

1. Digicontent Limited (“Transferor Company 1”) is a public listed company incorporated under the provisions of the Companies Act, 2013 on August 14, 2017 in the name of “HT Digital Ventures Limited” bearing corporate identification number of U74999DL2017PLC322147. Subsequently on October 24, 2017, the name of the Transferor Company 1 was changed to “Digicontent Limited” and later on corporate identification number changed to L74999DL2017PLC322147 upon listing of its equity shares on stock exchanges on June 18, 2019. The Permanent Account Number is AAECH2819R. Except as stated above, there has been no change in the name of Transferor Company 1 during the last 5 years.

The registered office of the Transferor Company 1 is situated at Hindustan Times house, 2[nd] Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001. The email address of Transferor Company 1 is investor@digicontent.co.in. There has been no change in the registered office of the Transferor Company 1 during the last 5 years.

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Equity shares of Transferor Company 1 are listed on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). Transferor Company 1 is engaged in Entertainment & Digital Innovation Business.

There has been no change in the objects of the Transferor Company 1 during the last 5 years. The Main Objects of Transferor Company 1 as set out in its Memorandum of Association are, inter alia, as follows:

1. To engage in, deal, carry out any activity or business in the digital media space and electronic media, for creation, dissemination and/or integration of news, knowledge, information, entertainment, brand/event promotion and content of general interest, in English, Hindi or any other language, across the globe through networking, telecom, web-page design, creation, hosting, radio, television and/or any other mode of communication whether currently in vogue or which may in vogue in the future.

2. To carry on in India or elsewhere, the business to produce, promote, manage, project, procure, acquire rights, develop digital and other tools, create, curate, edit, aggregate, digital content (including photo, audio and video content) and/or to participate in, manufacture, process, aggregate, accumulate, syndicate, prepare, alter, develop, edit, exhibit, broadcast, transmit, make, remake, display, print, reprint, convert, duplicate, finish, buy, sell, promote, run, import, export, act as broker, agent, distributor, proprietor, organizers, promoter, sponsors, copyright owner, audit & video right owner, media partners/ advisors or deal in any manner, in all kinds of audio, video, photo or digital content, live and recorded sports, entertainment events, music, news & current affair events, summits, pageants, concerts, shows, exhibitions, premiers, in all languages in India or elsewhere.

3. To carry on by itself, or through franchisees or licensees, classified advertisement business including but not limited to jobs, education, property, automobile, matrimonial, travel, sale or purchase of merchandise and/or providing services in relation thereto, through internet or any other digital medium; to provide web-based services, including but not limited to gaming, blogging, audio-video streaming etc. by designing, creating, hosting, servicing web-sites or any other platform, establishing, providing, operating and managing, e-commerce, direct-to-home, m-commerce platforms, for sale of all categories of products and / or services; to create, develop and market any technology for facilitation of mobile or electronic or internet based payments or any other technology based payments for transactions, whether currently in vogue or which may be in vogue in the future.

4. To carry on any business relating to Internet or e-mail, networking and communication environments, including but not limited to search engines, jobs, education, property, automobile, classifieds, matrimonial, travel, sale/purchase of merchandise and/or providing services etc. through internet/on- line medium and/or to provide various web-based services, including but not limited to gaming, blogging, audio/video streaming etc. by designing, creating, hosting, servicing etc. appropriate web- sites, merchandising the web-sites or any other internet based media, to be the licensee of different web- sites, to manage, operate and maintain web-sites of different types (content, technical or otherwise) web related products or internet related activities and to execute ecommerce, e-logic, e-solutions, business of internet service, electronic mail service, facsimile service, content marketing efficiency model, content and event aggregation for online medium and/or mobile applications, providing or engaging in business of m-commerce solutions, providing content for value added services in mobile telephones and/or other communication

15

systems and to carry on any internet, web-based or any other prevalent or future technology based business.

5. To carry on the business to act as advisors, consultants, guides, executants, agents, liaison representatives or in any other manner, for marketing promotion and/or brand promotion, including business-to-business solutions of any product, person, entity, advertisement and public relations agency, government and non-governmental organization, through all communication mediums, including but not limited to newspaper, magazine, pamphlet, publications, television, events, conferences, radio, mobile, internet, satellite in India or abroad or any other kind of media currently in vogue or which may be in vogue in the future.

The Authorized, Issued, Subscribed and Paid-up Share Capital of the Transferor Company 1 as on December 31, 2021 is as under:

Particulars	Amount (INR)
Authorized Share Capital
6,00,00,000 Equity Shares of INR 2/- each	12,00,00,000
Total	12,00,00,000
Issued, Subscribed and Paid-Up Share Capital
5,81,87,078 Equity Shares of INR 2/- each fully paid up	11,63,74,156
Total	11,63,74,156

Subsequent to December 31, 2021, there has been no change in the authorised, issued, subscribed and paid-up share capital of Transferor Company 1.

Upon the Scheme becoming effective, the entire authorised capital of the Transferor Company 1 shall stand transferred to Transferee Company. Please refer to Annexure 19 for pre-scheme shareholding pattern of the Transferor Company 1 as on December 31, 2021. The Transferor Company 1 will be dissolved after the Scheme becomes effective.

As on December 31, 2021, the list of Directors of the Transferor Company 1 is as under:

S. No	Name	DIN	Address
1	Mr. Priyavrat Bhartia	00020603	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001
2	Ms. Suchitra Rajendra	07962214	Y-11 Regency Park 2, DLF Phase 4, Chakarpur (74), Gurgaon – 122002
3	Mr. Vivek Mehra	00101328	B 314, New Friends Colony, New Delhi – 110 025
4	Mr. Lloyd Mathias	02879668	R-14, B, Windsor, Court, DLF Phase-IV, Gurgaon -122002
5	Mr. Praveen Someshwar	01802656	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001
6	Mr. Dinesh Mittal	00105769	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001

16

As on December 31, 2021, the list of promoters of the Transferor Company 1 is as under:

S. No.	Name of Promoter	Address
1.	The Hindustan Times Limited	Hindustan Times House, 18-20, Kasturba Gandhi MargNew Delhi – 110 001
2.	Go4i.com (Mauritius) Limited*	30 Cecil Street #23-03/04 Prudential Tower Singapore - 049 712
3.	Mrs. Shobhana Bhartia	Hindustan Times House, 18-20, Kasturba Gandhi Marg New Delhi – 110 001
4.	Mr. Priyavrat Bhartia	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001
5.	Mr. Shamit Bhartia	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001

• Go4i.com (Mauritius) Limited (Go4i) is under the process of liquidation. Post receipt of

regulatory approvals, Go4i will get liquidated and hence, will cease to be the Promoter.

2. Next Mediaworks Limited (“Transferor Company 2”) is a public listed company incorporated under the provisions of the Companies Act, 1956 on March 12, 1981 bearing corporate identification number of L22100MH1981PLC024052. The Permanent Account Number of Transferor Company 2 is AAACM7512L. There has been no change in the name of the Transferor Company 2 during the last 5 years.

The registered office of Transferor Company 2 was situated at D.J. Dadajee Road, Behind Everest Building, Tardeo, Mumbai – 400 034. Later, with effect from February 02, 2017, the registered office of Transferor Company 2 was shifted to Office Nos. I-17, I-18 & I-19, 10[th] Floor, The Tardeo Everest Premises Co-operative Society Limited, D.J. Dadajee Road, Tardeo, Mumbai – 400 034 and thereafter, with effect from August 08, 2019, registered office of Transferor Company 2 was shifted to Unit 701A, 7[th] Floor, Tower-2, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400 013. The email address of Transferor Company 2 is investor.communication@radioone.in. Except as stated above, there has been no change in the registered address of the Transferor Company 2 in the last 5 years.

Equity shares of Transferor Company 2 are listed on BSE and NSE. Transferor Company 2 is engaged in the business of FM Radio broadcasting through its subsidiary viz. Next Radio Limited which operates as FM Radio broadcaster under the brand “Radio One” in (i) Delhi, (ii) Mumbai, (iii) Chennai, (iv) Kolkata, (v) Bengaluru, (vi) Pune, and (vii) Ahmedabad.

There has been no change in the objects of the Transferor Company 2 during the last 5 years. The Main Objects of Transferor Company 2 as set out in its Memorandum of Association are, inter alia, as follows:

I. To carry on business as printers & publishers of any newspapers, journals, magazines books and other literary works undertakings and publications including printings of reports, accounts statements & stationery, calendars. Pictures and other works of arts.

IA. To carry on the trade or business as manufacturers ,suppliers, broadcasters, marketers or in any other manner of audio programmes, audio commercials, in-flight audio for airlines, instore audio for retail business, tailor made audio programmes for local and export markets ,for

17

advertisers and their agencies, audio programming for other parties ,and for these purposes to apply for ,bid, establish ,expand and acquire by any means, radio stations, time slots on radio channels of ALL INDIA RADIO (AIR) and other channels under AIR’S scheme to permit private operators to operate segments of AM/FM output on stations owned by government, A IR or any other persons or body.

IB. To carry on business of manufacturers, producers, exhibitors, importers, exporters and distributors of television programs, television films and television software.

IC. To carry on business, of Advertising agents and for that purpose to purchase and sell advertising time or space on any radio stations or television center in India or abroad or any other kind of media currently in vougue or which may be in vougue at any time like cinematography and including newspaper, souvenirs, hoardings, neon-signs, buses. Bus shelters, railways stations, electric poles and other display device of all kinds and descriptions to promote the sale or any other interest of its clients.

ID. To provide on-line and/or interactive information and news for business and general use and systems or processes relating to the production, storage ,distribution, marketing, networking and research through internets/portals and satellite technology and sale of goods and/or relating to the rendering of services, ecommerce and provide data processing techniques for systems, software and hardware solutions and programming ,work and to buy, sell, hire, let on hire, lease, import, export, use, operate, convert, alter and in any manner, considered expedient to deal in such software systems.

IE. To deal in internet commerce and all internet related activity thereby taking advantage of electronic commerce possibilities on the internet including telemarketing, database marketing, internet marketing, automated sales calls and interactive voice response, electronic catalogs, supply change management, merchandising trading. Storage, delivery of goods, internet-based post sales and maintenance, support and electronic payment system.

IF. To engage in the production, distribution, commissioning, acquisition, of copyrights of films, entertainment programmes, music, videos, entertainment events, game shows , talk shows, etc. and to deal in such properties, whether in India or Overseas, for all kinds of exhibition and commercial exploitation of such rights.”

1G. To set up TV stations, radio stations, broadcasting stations, cable networks and web-casting facilities for distribution of all products and services for the purpose of consumer entertainment, information, education, knowledge, music, and other emerging products/services.

The Authorized, Issued, Subscribed and Paid-up Share Capital of the Transferor Company 2 as on December 31, 2021 is as under:

Particulars	Amount (INR)
Authorised Share Capital
8,00,00,000 Equity shares of INR 10/- each	80,00,00,000
Total	80,00,00,000
Issued, Subscribed and Paid-Up Share Capital
6,68,92,908 Equity shares of INR 10/- each	66,89,29,080
Total	66,89,29,080

Subsequent to December 31, 2021, there has been no change in the authorised, issued, subscribed

and paid-up share capital of Transferor Company 2.

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Upon the Scheme becoming effective, the entire authorised capital of the Transferor Company 2 shall stand transferred to Transferee Company. Please refer to Annexure 20 for pre-scheme shareholding pattern of the Transferor Company 2 as on December 31, 2021. The Transferor Company 2 will be dissolved after the Scheme becomes effective.

As on December 31, 2021, the list of Directors of the Transferor Company 2 is as under:

S. No	Name	DIN	Address
1	Mr. Sameer Singh	08138465	B1-402, World Spa, Sector-30, Gurugram – 122 001
2	Mr. Samudra Bhattacharya	02797819	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001
3	Ms. Suchitra Rajendra	07962214	Y-11 Regency Park 2, DLF phase 4, Chakarpur (74), Gurgaon - 122002
4	Mr. Lloyd Mathias	02879668	R-14, B, Windsor, Court, DLF Phase-IV, Gurgaon -122002
5	Mr. Praveen Someshwar	01802656	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001
6	Mr. Dinesh Mittal	00105769	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001

As on December 31, 2021, the list of promoters of the Transferor Company 2 is as under:

S. No.	Name of Promoter	Address
1.	HT Media Limited	18-20, Kasturba Gandhi Marg, New Delhi – 110 001
2.	Ferari Investment and Trading Company Private Limited	Floor G, Plot 156, Raja Bahadur Motilal Mills Compound, Pandit Madan Mohan Malviya Marg, Tardeo Mumbai – 400 034
3.	Meridian Holding and Leasing Company Private Limited	Floor G, Plot 156, Raja Bahadur Motilal Mills Compound, Pandit Madan Mohan Malviya Marg, Tardeo Mumbai – 400 034
4.	Ms. Rukya Khalid Ansari	802, Cumballa Crest , 42/A Peddar Road, Dr. Gopalrao, Deshmukh Marg, Mumbai – 400 026
5.	Mr. Tarique Ansari	Flat No. 4, Building No. 7, Brady Apartment, Sorab Bharucha Marg, Colaba, Mumbai – 400 005
6.	Mr. Sharique Ansari	2ndFloor, 8thPlot, 42/42A, Cumballa Crest Bldg., Dr. Gopal, Rao Dehmukh Marg, Cumballa Hill, Mumbai – 400 026
7.	Ms. Tehzeeb Ansari Grossman	802 Cumballa Crest, 42 Peddar Road, Mumbai – 400 026

3. HT Mobile Solutions Limited (“Transferor Company 3”) is an unlisted public limited company

incorporated under the provisions of the Companies Act, 1956 on February 19, 2009 bearing corporate identification number of U74900DL2009PLC187795. The Permanent Account Number of Transferor Company 3 is AACCH1844G. There has been no change in the name of the Transferor Company 3 during the last 5 years.

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The registered office of Transferor Company 3 is situated at Hindustan Times House, Second Floor, 18-20 Kasturba Gandhi Marg, New Delhi – 110001. The email address of Transferor Company 3 is investor@hindustantimes.com. There has been no change in the registered office of the Transferor Company 3 during the last 5 years.

The main business of Transferor Company 3 is to carry out mobile marketing, social media marketing, advertising, mobile CRM and loyalty campaigns, mobile music content and ring tones and integrates with other media campaigns and strategies.

The objects of the Transferor Company 3 have been amended pursuant to the special resolution passed by the members of the Transferee Company, at the meeting of the equity shareholders convened on November 05, 2018 and inserted /altered sub clause (4) and (5) under Main Object Clause III(A) of Memorandum of Association of Transferor Company 3. Further, the Transferor Company 3 replaced the existing title of Clause III(B) with “Matters which are necessary for furtherance of the Objects Specified in Clause III(A)” and deleted Clause III(C) titled as “Other Objects” of Memorandum of Association of Transferor Company 3.

Except as stated above, there has been no change in the objects of the Transferor Company 3 during the last 5 years.

The Main Objects of Transferor Company 3 as set out in its Memorandum of Association are, inter alia, as follows:

1. To conduct business in field of mobile/wireless communication providing Business to Business solutions in the areas like mobile marketing solutions for brands, mobile/wireless communication solution for enterprise(s), value added service and platform solutions for mobile network/service providers.

2. To carry on or engage in the business of all types of on-line, internet and mobile based services and activities like electronic mail, facsimile service, search engines, jobs, property, automobile, classifieds, matrimonial, travel, social networking, news & current affairs, education, gaming, electronic-mail, securities trading, and value-added services related thereto, sale, purchase and marketing of merchandise and services etc., providing all types of facilities and services through on-line, internet and mobile based platform like gaming, blogging, audio/video, streaming etc., designing, creating, hosting, servicing merchandising and marketing of web-sites, content and database of all kinds, marketing and sale of advertisement space in own and other’s web-sites and all types of internet and mobile based platform, marketing by all means, including on-line and offline means, own and other’s on-line, internet and mobile based business, executing mobilecommerce, e-commerce, e-logic and e-solutions, content and event aggregation for online, webbased and mobile-based applications, and providing content for value added services in mobile telephones and/or other communication platforms etc.

3. To carry on the business of designing, developing, researching and otherwise dealing or handling all types of telecom products including value added services, software systems, with all products and services of m-commerce, web, telecom, datacom, networking, electronic media, e-commerce, internet, and all kinds of communication system, including software platforms managed services to financial sector and the government sector, and to carry on the business of providing software platforms and managed services to the telecommunications sector enabling value added services,

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mobile application services to access the mobile marketing channels to 1my or all business service users including users in the business of media and retail.

4. To purchase and sell advertising time or space on any media like, newspaper, magazine, pamphlet, publications, television, radio, mobile, internet, satellite in India or abroad or any other kind of media currently in vogue or which may be in vogue at any time, and to act as agent or representative for any person(s) or entities for soliciting/booking advertisements and/or any other promotional, commercial and other programmes on any form of media or medium including collection of charges and remittances thereof to principals and any other activities related to or necessary in the context of the said business.

5. To purchase or import, take on lease or in exchange or hire or otherwise acquire any movable or immovable property and any rights or privileges which the Company may think necessary or convenient for the purposes of its business and in particular any land, building, easement, rights, privileges, concessions, machinery, plant or any other property or assets.

As on the date of approval of Scheme by Board of Directors of Transferor Company 3, an Ongoing HTMS Scheme as was mentioned in the Scheme, i.e. the scheme of amalgamation of Firefly e- Ventures Limited, HT Digital Media Holdings Limited, HT Education Limited, HT Learning Centers Limited, India Education Services Private Limited and Topmovies Entertainment Limited with Transferor Company 3 (“HTMS scheme”) under Section 230-232 of the Companies Act, 2013 was pending for approval by the Hon’ble National Company Law Tribunal, New Delhi Bench. The said bench has approved the HTMS scheme by pronouncing the order sanctioning the HTMS scheme on May 11, 2021. The HTMS scheme became effective on June 07, 2021. Accordingly, the condition attached to clause 8.3 of the Scheme stands satisfied.

The Authorized, Issued, Subscribed and Paid-up Share Capital of the Transferor Company 3 as on December 31, 2021 is as under:

Particulars	Amount (INR)
Authorized Share Capital
55,34,00,000 Equity Shares of INR 10/- each fully paid up	5,53,40,00,000
Total	5,53,40,00,000
Issued, Subscribed and Paid-Up Share Capital
5,04,15,889 Equity Shares of INR 10/- each fully paid up	50,41,58,890
Total	50,41,58,890

Subsequent to December 31, 2021, there has been no change in the authorised, issued, subscribed and paid-up share capital of Transferor Company 3.

Upon the Scheme becoming effective, the entire authorised capital of the Transferor Company 3 shall stand transferred to Transferee Company. Please refer to Annexure 21 for pre-scheme shareholding pattern of the Transferor Company 3 as on December 31, 2021. The Transferor Company 3 will be dissolved after the Scheme becomes effective.

As on December 31, 2021, the list of Directors of the Transferor Company 3 is as under:

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S. No	Name	DIN	Address
1	Mr. Umesh Sharma	01490553	A-303, Golf Enclave, Plot N0. 27, Sector 21C, Faridabad – 121001
2	Mr. Sanjay Malhotra	00885377	C-91, Sector – 44, Gautam Buddha Nagar, Noida – 201301
3	Mr. Piyush Gupta	03155591	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001
4	Mr. Sandeep Rao	08711910	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001

As on December 31, 2021, the list of promoters of the Transferor Company 3 is as under:

S. No	Name	Address
1.	HT Media Limited	18-20, Kasturba Gandhi Marg, New Delhi – 110001

4. HT Media Limited (“Transferee Company”) is a public listed company incorporated under the provisions of the Companies Act, 1956 on December 03, 2002 bearing corporate identification number of L22121DL2002PLC117874. The Permanent Account Number of Transferee Company is AABCH3165P. There has been no change in the name of the Transferee Company during the last 5 years.

The registered office of Transferee Company is situated at 18-20 Kasturba Gandhi Marg, New Delhi

– 110001. The email address of Transferee Company is investor@hindustantimes.com. There has been no change in the registered office of the Transferee Company during the last 5 years. Equity shares of Transferee Company are listed on BSE and NSE. Further the non-convertible debentures (“NCDs”) of the Transferee Company are listed on BSE. Transferee Company is a diversified conglomerate, inter alia, engaged in printing and publication of newspapers and periodicals, radio broadcast & entertainment (under the brand name “Fever’’ and “Nasha”) and digital business.

The objects of the Transferee Company have been amended pursuant to the special resolution passed by the members of the Transferee Company through Postal Ballot on January 15, 2018 and altered existing title of clause III(A) & altered sub clause (1) and inserted sub clause (7), (8) and (9) under Main Object Clause III(A) of Memorandum of Association of the Transferee Company. Further, the Transferee Company altered existing title of Clause III B and inserted sub clause (37) under Clause III(B) and deleted Clause III(C) of Memorandum of Association of the Transferee Company.

Except as stated above, there has been no change in the objects of the Transferee Company during the last 5 years.

The Main Objects of Transferee Company as set out in its Memorandum of Association are, inter alia, as follows:

1. To print, publish, conduct for sale or deal in one or more newspapers, periodicals, magazines books, pamphlets etc., either daily or otherwise, in English, Hindi or any other language.

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1. To manufacture, produce, exhibit, distribute, buy, and sell, assign, licence, telecast, broadcast news and current affairs, television films, commercial films, video films, video magazines and to engage in other similar activities related thereto.

2. To engage in the business of dissemination of news, knowledge, and information of general interest, across the globe, through web-page design, creation, hosting and any business relating to the Internet or e-mail, networking, and communication environments.

3. To engage in the business of radio broadcast and all other allied activities including producing, buying, selling and distribution of radio programs.

4. To carry on in India and elsewhere the business to produce, promote, manage, project, procure or acquire rights, participate, manufacture, process, prepare, alter, develop, expose, edit, exhibit, broadcast, transmit, make, remake, display, print, reprint, convert, duplicate, finish, buy, sell, run, import, export and deal in any manner, to act as broker, agent, distributor, proprietor, organizers, promoters, sponsors, copyright owners, audio & video right owners, media partners and media advisors of all kinds of live and recorded sports, entertainment events, news & current affair events, summits, pageants, concerts, shows, exhibitions, premiers in all languages in India or elsewhere.

5. To carry on business as advertising agent, to purchase and sell advertising time or space on any media like, newspaper, magazine, pamphlet, publications, television, radio, mobile, internet, satellite in India or abroad or any other kind of media currently in vogue or which may be in vogue at any time, and to act as agent or representative for any person(s) or entities for soliciting/booking advertisements and/or any other promotional, commercial and other programmes on any form of media or medium including collection of charges and remittances thereof to principals and any other activities related to or necessary in the context of the said business.

6. To act as manufacturers, importers, exporters and dealers in all kinds and classes of paper, board, or any other articles or things of a character similar or analogous to the foregoing.

7. To provide managerial, consulting and/or advisory based services.

8. To establish, purchase, acquire, operate, manage, maintain, develop, and /or run, either on its own, or in collaboration with others, coaching classes, training centers, schools, colleges, universities, bureaus, websites, research laboratories and other academic/non-academic institutions, for imparting primary, secondary and higher level education, in all disciplines of arts, science, commerce, engineering, medicine, para-medical, management, computers, management and information technology, in and outside India, by way of oral, written, correspondence, teleconferencing and online courses.

The Authorized, Issued, Subscribed and Paid-up Share Capital of the Transferee Company as on December 31, 2021 is as under:

Particulars	Amount (INR)
Authorized Share Capital
36,25,00,000 Equity shares of INR 2/- each	72,50,00,000
Total	72,50,00,000
Issued, Subscribed and Paid-Up Share Capital
23,27,48,314 Equity shares of INR 2/- each	46,54,96,628
Total	46,54,96,628

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Subsequent to December 31, 2021, there has been no change in the authorised, issued, subscribed and paid-up share capital of Transferee Company.

The indicative capital structure of the Transferee Company after the Scheme becomes effective is as

under:

nder:
Particulars	Amount (INR)
Authorized Share Capital
3,58,95,00,000 Equity shares of INR 2/- each	7,17,90,00,000
Total	7,17,90,00,000
Issued, Subscribed and Paid-Up Share Capital
25,30,18,118 Equity shares of INR 2/- each	50,60,36,236
Total	50,60,36,236

Please refer to Annexure 18 for pre-scheme shareholding pattern of the Transferee Company as on December 31, 2021 and indicative post -scheme shareholding pattern of the Transferee Company as on December 31, 2021.

As on December 31, 2021, list of Directors of the Transferee Company is as under:

S. No	Name	DIN	Address
1.	Mrs. Shobhana Bhartia	00020648	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110001
2.	Mr. P.S. Jayakumar	01173236	Flat No. B, 803, 8thFloor, B Wing, Vivarea, Near Jacob Circle, Sane Guruji Marg, Mahalaxmi, Mumbai, 400011
3.	Mrs. Rashmi Verma	01993918	D-87, Panchsheel Enclave (Ground Floor), New Delhi – 110017
4.	Mr. Vikram Singh Mehta	00041197	23, Friends Colony (West), New Delhi – 110065
5.	Mr. Vivek Mehra	00101328	B 314, New Friends Colony, New Delhi – 110025
6.	Mr. Priyavrat Bhartia	00020603	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110001
7.	Mr. Shamit Bhartia	00020623	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110001
8.	Mr. Praveen Someshwar	01802656	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110001

As on December 31, 2021, the list of promoters of the Transferee Company is as under:

S. No.	Name of Promoter	Address
1.	The Hindustan Times Limited	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001
2.	Go4i.com (Mauritius) Limited*	30 Cecil Street #23-03/04 Prudential Tower Singapore - 049 712

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3.	Mrs. Shobhana Bhartia	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001
4.	Mr. Priyavrat Bhartia	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001
5.	Mr. Shamit Bhartia	Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001

* Go4i.com (Mauritius) Limited (Go4i) is under the process of liquidation. Post receipt of

regulatory approvals, Go4i will get liquidated and hence, will cease to be the Promoter.

4. RELATIONSHIP SUBSISTING BETWEEN COMPANIES WHO ARE PARTIES TO THE

SCHEME

• a) The Transferor Companies and Transferee Company are part of the HT Group. The ultimate holding company of the Transferor Companies and Transferee Company is The Hindustan Times Limited

• b) Transferor Company 1 is the fellow subsidiary of Transferee Company

• c) The Transferor Company 2 and Transferor Company 3 are subsidiaries of Transferee Company

5. RATIONALE FOR THE SCHEME

The circumstances which justify and/or have necessitated the said Scheme and the benefits of the same are, inter alia, as follows: -

The Transferee Company is engaged in the business of printing and publication of newspapers along with operating radio broadcasting and digital business. The Transferor Companies and Transferee Company are desirous of consolidating their businesses under the Transferee Company. This would enable the business to scale up and pursue growth opportunities in a more focused manner.

• a) consolidation of businesses under the Transferee Company provides an increased capability to offer a wider portfolio of products and services to effectively address change in consumer preferences and market dynamics with a combined ability to integrate, innovate, customize, and bundle the offerings and services of the Transferee and the Transferor Companies under a single platform and creation of a synergized go to market strategy which shall result in building a sustainable business;

• b) consolidation of the Transferor Companies with the Transferee Company would also result in simplification of the holding structure;

• c) reduction in management overlaps and elimination of legal and regulatory compliances & associated costs due to operation of multiple listed and unlisted entities;

• d) optimisation of the allocated capital & availability of funds which can be deployed more efficiently to pursue the operational growth opportunities;

• e) consolidation of businesses under the Transferee Company thereby resulting in synergies, pooling of financial, managerial, technical, and human resources, thereby creating stronger base for future growth and value accretion for the stakeholders;

• f) consolidation of businesses under the Transferee Company thereby resulting in savings of operational costs which has become critical for long term sustainability and will also lead to optimum utilisation of resources;

• g) elimination of the need for inter-company transactions between the Transferor Companies and Transferee Company

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• h) post scheme, the Transferee Company would be in a better position to support and finance organic and inorganic expansion of the businesses;

• i) post scheme, the Transferee Company would be in a position to offer a bouquet of media platforms which result in value accretion for all the stakeholders.

6. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter alia, as follows:-

• a) “Appointed Date” means 1 April 2020;

• b) “Effective Date” means the date on which the last of the conditions mentioned in Clause 22 of the Scheme is fulfilled and the Scheme is made effective with effect from the Appointed Date. Any references in the Scheme to the “date of coming into effect of the Scheme” or “Effectiveness of the Scheme” or “Scheme taking effect” shall mean the Effective Date;

• c) The Scheme is conditional upon and subject to:

• a. The approval of the amalgamation of the respective Transferor Company with the Transferee Company by the requisite majorities in number and value of such classes of persons including the members and or creditors (wherever applicable) of such Transferor Company and the Transferee Company, either at a meeting or through consent or noobjection letters or otherwise, as may be directed by the Hon’ble NCLT;

• b. The Scheme being approved by public shareholders of Transferee Company or the respective Transferor Company (except for Transferor Company 3, being an unlisted entity), as the case may be, through e-voting in terms of para 9 (a) of part I of Annexure I of SEBI circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and the Scheme shall be acted upon only if vote cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it. Further, the term “public” shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957;

• c. Obtaining “No-objection” letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and the SEBI Circular;

• d. The Scheme being sanctioned by the Hon’ble NCLT under Sections 230-232 read with other applicable provisions of the Act;

• e. the requisite consent, approval, or permission, if required, from any statutory or regulatory authority under foreign direct investment regulations, which by law may be necessary for issue of shares by HTML to the foreign shareholders of each of Transferor Companies and/or for the implementation of the Scheme;

• f. Such other sanctions and approvals including sanctions of the Appropriate Authority as may be required by law or contract in respect of any particular part of the Scheme being obtained; and

• g. The last of the dates on which the certified copies of the order(s) of the NCLT referred to in the Scheme is filed with the Registrar of Companies by the Transferee Company and each of the Transferor Companies.

• h. The last of such dates shall be the “Effective Date” for the purpose of the Scheme.

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Notwithstanding anything to the contrary contained elsewhere in the Scheme, in the event the Scheme is approved with respect to any Part of the Scheme by the NCLT, but not in relation to the other Part of the Scheme, the Board of Directors of the Transferee Company shall be at liberty to make the Scheme effective to that extent.

• d) In the event any of the sanctions and approvals as referred to in Clause 22 of the Scheme is not obtained or complied with or satisfied, or, if for any other reason, any Part of the Scheme cannot be implemented, such Part of the Scheme shall automatically stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder, or as to any rights and liabilities which might have arisen or accrued pursuant thereto, and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law. It is hereby clarified that the non-receipt of approvals, as mentioned in the Scheme, shall not, unless decided otherwise by the Boards of the relevant Transferor Companies and Transferee Company, affect the validity or implementation of the other Parts of the Scheme

• e) Upon coming into effect of the Scheme and with effect from the Appointed Date and subject to the terms of the Scheme, the Amalgamated Undertaking of the Transferor Company 1 (Part B)/ Transferor Company 2 (Part C) / Transferor Company 3 (Part D) shall, under the provisions of the Act and pursuant to the Order of the Hon’ble NCLT, without any further act, instrument or deed, be and stand transferred to and vested in and be available to the Transferee Company as a going concern so as to become as and from the Appointed Date the estates, assets, rights, title, interests and authorities of the Transferee Company

• f) On the Scheme coming into effect, each of the Transferor Companies shall, without any further act or deed, stand dissolved without the process of winding up. The name of the Transferor Companies shall be struck off from the records of the concerned Registrar of Companies and Transferor Companies and/or Transferee Company shall make necessary filings in this regard.

• g) Upon the date of coming into effect of the Scheme and in consideration of the transfer and vesting of the Transferor Company 1 in the Transferee Company, the Transferee Company shall, without any further act or deed, issue and allot to the equity shareholders of the Transferor Company 1, whose names appear in the Register of Members of the Transferor Company 1, on the Record date in the following proportion namely:

• “4 (Four) fully paid-up equity shares of face value of Rs. 2 (Rupees Two) each of the Transferee Company shall be issued and allotted as fully paid-up equity shares to the equity shareholders of Digicontent Limited, for every 13 (Thirteen) fully paid-up equity shares of face value of Rs.2 (Rupees Two) each held by them in Digicontent Limited”

It is clarified that the issuance of shares by the Transferee Company, in case of a shareholder holding less than 13 shares of Transferor Company 1, shall be determined on the basis of the above swap ratio for the actual number of shares held by such shareholder.

• h) Upon the date of coming into effect of the Scheme and in consideration of the transfer and vesting of the Transferor Company 2 in the Transferee Company, the Transferee Company shall, without any further act or deed, issue and allot to the equity shareholders of the Transferor Company 2 (other than where shareholder is itself the Transferee Company), whose names appear in the

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Register of Members of the Transferor Company 2 as on the Record date in the following proportion namely:

“1(One) fully paid-up equity share of face value of Rs. 2 (Rupees Two) each of the Transferee Company shall be issued and allotted as fully paid-up equity shares to the equity shareholders of Next Mediaworks Limited, for every 14 (Fourteen) fully paid-up equity shares of face value of Rs.10 (Rupees Ten) each held by them in Next Mediaworks Limited, subject to provisions of Clause 6.2 of the Scheme”

It is clarified that the issuance of shares by the Transferee Company, in case of a shareholder holding less than 14 shares of Transferor Company 2, shall be determined on the basis of the above swap ratio for the actual number of shares held by such shareholder.

• i) Upon the date of coming into effect of the Scheme and in consideration of the transfer and vesting of the Transferor Company 3 in the Transferee Company, the Transferee Company shall, without any further act or deed, issue and allot to the equity shareholders of the Transferor Company 3, whose names appear in the Register of Members of the Transferor Company 3 (other than where shareholder is itself the Transferee Company), on the Record date in the following proportion namely:

“1 (One) fully paid-up equity share of face value of Rs. 2 (Rupees Two) each of the Transferee Company shall be issued and allotted as fully paid-up equity shares to the equity shareholders of HT Mobile Solutions Limited, for every 12 (Twelve) fully paid-up equity shares of face value of Rs.10 (Rupees Ten) each held by them in HT Mobile Solutions Limited, subject to provisions of Clause 9.2 of the Scheme”

For avoidance of doubt, it is being clarified that the above share swap ratio has been determined based on the valuation of the Transferee Company as on the date of the Board meeting approving the Scheme in compliance with the pricing provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

It is further clarified that the issuance of shares by the Transferee Company, in case of a shareholder holding less than 12 shares of Transferor Company 3, shall be determined on the basis of the above swap ratio for the actual number of shares held by such shareholder.

• j) The Transferee Company shall apply for listing of its equity shares issued in terms of Clause 3.1, 6.1 and 9.1 of the Scheme on the Stock Exchanges in terms of and in compliance of the SEBI Circular. The equity shares issued by the Transferee Company in terms of 3.1, 6.1 and 9.1 pursuant to the Scheme, shall remain frozen in the depository system till listing/ trading permission is given by the designated Stock Exchange.

• k) On effectiveness of the Scheme, since the transaction involves entities which are ultimately controlled by the same party before and after the transaction, the Transferee Company shall account for amalgamation in its books of account in accordance with Appendix C ‘Business combinations of entities under common control’ of the Indian Accounting Standard (Ind AS) 103 for Business Combination prescribed under Section 133 of the Companies Act, 2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015 and generally accepted accounting principles, as may be amended from time to time, as under:

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• a. The Transferee Company shall record the assets and liabilities of the each of the Transferor Companies vested in it pursuant to the Scheme, at their respective carrying values and in the same form as appearing in the books of the respective Transferor Company

• b. The identity of the reserves of Transferor Companies shall be preserved and the Transferee Company shall record the reserves of the Transferor Companies in the same form, manner and at the same values as they appear in the financial statements of the respective Transferor Company

• c. The Transferee Company shall credit its share capital account with the aggregate face value of the equity shares issued by it to the equity shareholders of each of the Transferor Companies pursuant to Clause 3.1, 6.1 & 9.1 of the Scheme.

• d. The difference, if any, between carrying amount of the assets and liabilities and reserves of each of the Transferor Companies as recorded under Clause 10.1 and 10.2 & 10.3 of the Scheme, and the share capital account credited by the Transferee Company with aggregate face value of the equity shares as recorded under Clause 10.4 of the Scheme, shall be transferred to Capital Reserve.

• e. If there are any loans, advance, or other obligations (including but not limited to any guarantees, letter of credit, letter of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form) that are due between any of the Transferor Companies and the Transferee Company or between any of the Transferor Companies inter se, if any, shall, ispso facto, stand discharged and come to end and the same shall be eliminated by giving appropriate elimination effect in the books of account and records of the Transferee Company in the manner determined by the Board of Directors of the Transferee Company.

• f. If considered appropriate for compliance with Accounting Standards, the Transferee Company may make suitable adjustment as may be permitted under the provisions of Companies Act 2013 and related applicable rules, to the accounting treatment and adjust the effect thereof in the manner determined by the Board of Directors of the Transferee Company.

• l) Upon the Scheme coming into effect, the authorized share capital of the Transferee Company shall automatically stand increased by merging the authorized share capital of all the Transferor Companies with the Transferee Company without any further act or deed on the part of the Transferee Company. On dissolution of Transferor Companies in accordance with Clause 17 of the Scheme, the stamp duty, or any other fees, if any, paid by the Transferor Companies on its authorized share capital shall be set-off against any fees payable by the Transferee Company on its combined authorized share capital subsequent to the amalgamation.

• m) The amalgamation of Transferor Companies with the Transferee Company shall take place in accordance with the Scheme as per the provisions of section 2(1B) of the Income-tax Act, 1961.

The features set out above being only salient features of the Scheme, the equity shareholders of the Company are requested to read the entire Scheme to get themselves fully acquainted with the provisions thereof.

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7. DETAILS OF APPROVALS / SANCTIONS/ NO-OBJECTIONS, IF ANY, RECEIVED OR PENDING FOR THE SCHEME

I. CORPORATE APPROVALS

• a) In accordance with the provisions of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and Master Circular No.SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665, dated November 23, 2021 (to the extent applicable), as amended (“SEBI Circulars”) and applicable provision of the Act, the Audit Committee of Transferee Company vide resolution passed on February 10, 2021, recommended the Scheme to the Board of Directors of the Transferee Company for their approval by its report inter alia amongst others, on the basis of its evaluation and independent judgment and consideration of the following:

• i. Joint Equity Share Exchange Ratio Report dated February 10, 2021, jointly issued by SSPA & Co. (IBBI Registration No. IBBI/RV-E/06/2020/126) and Finvox Analytics (IBBI Registration No. IBBI/RV-E/06/2020/120), Registered Valuers, inter-alia, recommending the fair equity share exchange ratios (“Valuation Report”)

• ii. Fairness Opinion dated February 10, 2021, issued by Sundae Capital Advisors Private Limited, SEBI registered Category 1 Merchant Banker (SEBI Registration No. INM000012494) and Inga Ventures Private Limited, SEBI registered Category 1 Merchant Banker (SEBI Registration No. INM000012698) on the fair equity share exchange ratios recommended in the Valuation Report (“Fairness Opinions”)

• iii. Statutory Auditors’ certificate confirming the accounting treatment mentioned in the Scheme is in compliance with the applicable Ind AS notified under the Companies Act 2013, and other generally accepted accounting principles

• iv. Certificate dated February 11, 2021, issued by MRKS and Associates, Chartered Accountants certifying the minimum price as prescribed under Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 for the purpose of the Scheme;

• b) The aforesaid proposed Scheme, the Valuation Report, the Fairness Opinions and Auditor Certificate, amongst others, were also placed before the Committee of Independent Directors of the Transferee Company at its meeting held on February 11, 2021. The Committee of Independent Directors of the Transferee Company, based on the aforesaid reports and documents, was of the opinion that the Scheme is not detrimental to the shareholders of the Transferee Company, and by its report, recommended the Scheme to the Board of Directors of the Transferee Company for their approval.

• c) Based upon the reports submitted by the Audit Committee and the Committee of Independent Directors of the Transferee Company recommending the proposed Scheme, the Board of Directors of the Transferee Company approved the Scheme at its meeting held on February 11, 2021.

• d) The details of the directors of Transferee Company who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution are as under:

Sl. No.	Name	Voting on resolution
1	Mrs. Shobhana Bhartia	Notpresent
2	Mr. Vikram Singh Mehta	In favour
3	Mrs. Rashmi Verma	In favour
4	Mr. Vivek Mehra	In favour
5	Mr. Ajay Relan	In favour
6	Mr. Priyavrat Bhartia	Notpresent

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7	Mr. Shamit Bhartia	Notpresent
8	Mr. Praveen Someshwar	In favour

e) The aforesaid proposed Scheme along with Valuation Report, Fairness Opinions and Statutory Auditor Certificate issued by B S R and Associates, Chartered Accountants, Statutory Auditor of the Transferor Company 1 was placed before the Audit Committee of the Transferor Company 1 at its meeting held on February 10, 2021. The Audit Committee of Transferor Company 1 vide resolution passed on February 10, 2021, recommended the Scheme to the Board of Directors of the Transferor Company 1 by its report inter alia amongst others, on the basis of its evaluation and independent judgment and consideration of Valuation Report, Fairness Opinions and Auditor Certificate. The aforesaid proposed Scheme, the Valuation Report, the Fairness Opinions and Auditor Certificate, amongst others, were also placed before the Committee of Independent Directors of the Transferor Company 1 at its meeting held on February 10, 2021. The Committee of Independent Directors of the Transferor Company 1, based on the aforesaid reports and documents, was of the opinion that the Scheme is not detrimental to the shareholders of the Transferor Company 1, and by its report, recommended the Scheme to the Board of Directors of the Transferor Company 1 for their approval. Based upon the reports submitted by the Audit Committee and the Committee of Independent Directors of the Transferor Company 1 recommending the proposed Scheme, the Board of Directors of the Transferor Company 1 approved the Scheme at its meeting held on February 11, 2021.

• f) The details of the directors of Transferor Company 1 who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution are as under:

S. No	Name of Director	Voting on resolution
1	Mr. Priyavrat Bhartia	Not present
2	Mr. Ajay Relan	In favour
3	Mr. Vivek Mehra	In favour
4	Ms. Suchitra Rajendra	In favour
5.	Mr. Praveen Someshwar	Not present
6.	Mr. Dinesh Mittal	In favour

• g) The aforesaid proposed Scheme along with Valuation Report, Fairness Opinions and Statutory Auditor Certificate issued by B S R and Associates, Chartered Accountants, Statutory Auditor of the Transferor Company 2 was placed before the Audit Committee of the Transferor Company 2 at its meeting held on February 10, 2021. The Audit Committee of Transferor Company 2 vide resolution passed on February 10, 2021, recommended the Scheme to the Board of Directors of the Transferor Company 2 by its report inter alia on the basis of its evaluation and independent judgment and consideration of Valuation Report, Fairness Opinions and Auditor Certificate. The aforesaid proposed Scheme, the Valuation Report, the Fairness Opinions and Auditor Certificate, amongst others, were also placed before the Committee of Independent Directors of the Transferor Company 2 at its meeting held on February 10, 2021. The Committee of Independent Directors of the Transferor Company 2, based on the aforesaid reports and documents, was of the opinion that the Scheme is not detrimental to the shareholders of the Transferor Company 2, and by its report, recommended the Scheme to the Board of Directors of the Transferor Company 2 for their approval. Based upon the reports submitted by the Audit Committee and the Committee of Independent Directors of the Transferor Company 2 recommending the proposed Scheme, the Board of

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Directors of the Transferor Company 2 approved the Scheme at its meeting held on February 11, 2021.

• h) The details of the directors of Transferor Company 2 who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution are as under:

S. No	Name of Director	Voting on resolution
1	Mr. Ajay Relan	In favour
2	Ms. Suchitra Rajendra	In favour
3	Mr. Sameer Singh	In favour
4	Mr. Praveen Someshwar	Not present
5.	Mr. Samudra Bhattacharya	In favour
6.	Mr. Dinesh Mittal	In favour

• i) The aforesaid proposed Scheme along with Valuation Report, Fairness Opinions and Statutory Auditor Certificate issued by B S R and Associates, Chartered Accountants, Statutory Auditor of the Transferor Company 3 was placed before the Audit Committee of the Transferor Company 3 at its meeting held on February 10, 2021. The Audit Committee of Transferor Company 3 vide resolution passed on February 10, 2021, approved the Scheme. Based upon the approval of the Audit Committee, the Board of Directors of the Transferor Company 3 approved the Scheme at its meeting held on February 11, 2021.

• j) The details of the directors of Transferor Company 3 who voted in favour of the resolution, who

voted against the resolution and who did not vote or participate on such resolution are as under:

S. No	Name of Director	Voting on resolution
1	Mr. Umesh Sharma	In favour
2	Mr. Sanjay Malhotra	In favour
3	Mr. Piyush Gupta	In favour
4	Mr. Sandeep Rao	Not present

A copy of the Scheme, Valuation Report, copies of the Fairness Opinions and copies of Auditor Certificates are enclosed as Annexure 1, 2, 3, 4 and 22 to 25 respectively. The Valuation Report, Fairness Opinions and Auditor Certificate are also open for inspection at the registered office of the Transferee Company and Transferor Companies.

B. SHAREHOLDERS AND CREDITORS APPROVALS

On the Scheme being approved by the requisite majority of the shareholders and creditors of the respective companies involved in the Scheme as per the requirement of Section 230 of the Act, Transferor Companies and Transferee Company will file petition with the respective Hon’ble National Company Law Tribunal, New Delhi Bench or Mumbai Bench, as applicable, for sanction of the Scheme.

C. REGULATORY APPROVALS

• a) The equity shares of the Transferee Company, Transferor Company 1 and Transferor Company 2 are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (collectively, the” Stock Exchanges”).

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• b) NSE was appointed as the Designated Stock Exchange by the Transferee Company, Transferor Company 1 and Transferor Company 2, for the purpose of co-ordinating with SEBI, pursuant to the SEBI Circulars.

• c) As required by the SEBI Circulars, the Transferee Company has filed its Complaints Report with BSE and NSE, dated April 27, 2021 and June 18, 2021, respectively. Copies of the Complaints Report are enclosed as Annexure 6 .

• d) As required by the SEBI Circulars, both Transferor Company 1 and Transferor Company 2 has filed their respective Complaints Report with BSE and NSE, each dated April 27, 2021 and June 18, 2021, respectively. Copies of the Complaints Report are enclosed as Annexure 7 and 8 .

• e) The Transferee Company has received an observation letter dated August 13, 2021 from BSE and an observation letter dated August 16, 2021 from NSE wherein the Stock Exchanges have granted their no objection to filing the Scheme with the Hon’ble Tribunal. The said observation letters issued by the BSE and the NSE are enclosed as Annexure 9 .

• f) The Transferor Company 1 and Transferor Company 2 have received an observation letter dated August 13, 2021 from BSE and an observation letter dated August 16, 2021 from NSE wherein the Stock Exchanges have granted their no objection to filing the Scheme with the Hon’ble Tribunal. The said observation letters issued by the BSE and the NSE are enclosed as Annexure 10 and 11 .

• g) Application C.A.(CAA)/215(MB)2021 was filed by Transferor Company 2 with Hon’ble National Company Law Tribunal, Mumbai Bench, on September 13, 2021;

• h) The Hon’ble Tribunal, Mumbai Bench vide order dated on December 03, 2021 has directed, inter alia, the convening of the meeting of the equity shareholders of Transferor Company 2;

• i) Joint application CA(CAA) No.112/230/232/ND/2021 was filed by Transferor Company 1, Transferor Company 3, and Transferee Company with the Hon’ble National Company Law Tribunal, New Delhi Bench on September 08, 2021.

• j) The Hon’ble Tribunal, New Delhi Bench vide order dated February 03, 2022 read with order dated December 22. 2021 has directed, inter alia, the convening of the meeting of the equity shareholders of Transferor Company 1, meeting of the equity shareholders of Transferor Company 3 and meeting of the equity shareholders, secured creditors and unsecured creditors of Transferee Company;

• k) Notice under Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 will be given to (i) the concerned Regional Directors with respect to all Transferor Companies and Transferee Company; (ii) concerned Registrar of Companies with respect to all Transferor Companies and Transferee Company; (iii) concerned Official Liquidator(s) with respect to all Transferor Companies, (iv) Ministry of Information and Broadcasting with respect to Transferee Company and Transferor Company 2 (‘MIB’), (v) concerned Income Tax Authorities with respect to all Transferor Companies and Transferee Company, (vi) Stock Exchanges viz BSE and NSE and Securities Exchange Board of India with respect to Transferor company 1, Transferor Company 2 and Transferee Company, for their representation/approval to the Scheme.

8. EFFECT OF SCHEME ON STAKEHOLDERS

8.1 Disclosure about the effect of the Scheme on material interests of directors, key managerial personnel, debenture trustee and other stakeholders of Transferee Company would be as follows:

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Category of Stakeholder	Effect of the Scheme on Stakeholders
Shareholders (including promoter and non-promoter shareholders)	a) There is only one class of shareholders i.e. equity shareholders, which includes promoter and non-promoter shareholders of the Transferee Company. b) Upon coming in effect of the Scheme, the Transferee Company shall issue and allot its equity shares to all the members/list of beneficial owners of the respective Transferor Companies (promoter and non-promoter) (other than where shareholder is itself the Transferee Company), whose name is recorded in the register of members of the respective Transferor Companies as on the Record Date (as defined in the Scheme), in terms of fair equity share exchange ratio determined in the Valuation Report. c) No equity shares shall be issued or allotted by the Transferee Company in respect of the shares held (including beneficial rights held in shares) by Transferee Company itself in any of the Transferor Companies, and all such shares shall stand cancelled and extinguished without any further application act or deed. d) No fractional shares shall be issued by the Transferee Company. Fractional entitlements, if any, arising shall be rounded off to the nearest integer. A fraction of less than half shall be rounded down to the nearest lower integer and a fraction of half or more shall be rounded up to the nearest highest integer. e) The equity shares to be issued and allotted as above, shall be subject to the provisions of the Memorandum and Articles of Association of the Transferee Company and shall rank pari- passu, in all respects with the then existing equity shares of the Transferee Company, if any, in all respects including dividends. f) There will be a change in the shareholding pattern of the Transferee Company pursuant to the amalgamation of Transferor Company 1, Transferor Company 2, and Transferor Company 3 with Transferee Company, as per the Scheme, in accordance with the fair equity share exchange ratio. Indicative post Scheme shareholding pattern of the Transferee Company is set out inAnnexure 18
Employees	The employees of the Transferee Company would in no way be affected by the Scheme.
Directors and Key Managerial Personnel (KMPs)	a) The Scheme will have no effect on KMPs of the Transferee Company, except to the extent of their respective shareholding in the Transferee Company, if any and effect thereon as detailed above. The KMP of the Company shall continue as KMP of the Transferee Company upon the Scheme coming into effect. b) The Directors of the Transferee Company shall continue as the Directors upon the Scheme coming into effect and would in no way be affected by the Scheme.

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	c) None of the Directors_(as defined under the Act)and Key Managerial Personnel(as defined under the Act)of the Transferee Company and their respective relatives(as defined_ _under the Act)_have any interests, financial or otherwise in the Scheme except to the extent of the equity shares held by them in any of Transferor Companies or Transferee Company, if any. The effect of the Scheme on such shareholding(s) is in no way different from the effect of the Scheme on the shareholding of other shareholders of these companies. The details of shareholding of Directors and KMPs of Transferee Company as on December 31, 2021 are enclosed below this table.
Creditors	No rights of the creditors of the Transferee Company are being affected pursuant to the Scheme. The Scheme does not involve any compromise or arrangement with the creditors of the Transferee Company. The liability towards the creditors of the Transferee Company is neither being reduced nor being extinguished and the Scheme is therefore not prejudicial to the interests of the creditors of the Transferee Company. Therefore, the Scheme does not have any impact on the creditors.
Debenture Holders and Debenture Trustees	Transferee Company has secured non-convertible debentures (“NCDs”) that are listed on BSE having a face value of INR Rs. 10,00,000 each and having a coupon rate of 5.70% p.a. aggregating to INR 9,600 lakhs. The rights of the debenture-holders shall not be affected by the Scheme. The liability of the Transferee Company towards the debenture-holders is neither being reduced nor being extinguished under the Scheme. The debenture trustee(s) appointed for the secured debenture holders shall continue to remain the debenture trustee(s) and shall not be affected by the Scheme.
Depositors and Deposit trustee	Not applicable, as the Transferee Company does not have any outstanding deposits. Therefore, the effect of the Scheme on any such deposit holders or deposit trustees does not arise.

The details of shareholding of Directors and KMPs of Transferee Company as on December 31, 2021 are as under:

Sl. No	Name of Director / KMP	Designation		No. of Equity Shares held	No. of Equity Shares held
			Transferee Company	Transferor Company 1	Transferor Company 2	Transferor Company 3
1.	Mrs. Shobhana Bhartia	Chairperson & Editorial Director	6**	1*	NIL	1
2.	Mr. P.S. Jayakumar	Director	NIL	NIL	NIL	NIL
3.	Mr. Vikram Singh Mehta	Director	NIL	NIL	NIL	NIL
4.	Mrs. Rashmi Verma	Director	NIL	NIL	NIL	NIL
5.	Mr. Vivek Mehra	Director	NIL	NIL	NIL	NIL
6.	Mr. Priyavrat Bhartia	Director	6**	1*	NIL	1

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7.	Mr. Shamit Bhartia	Managing Director	6**	1*	NIL	1
8.	Mr. Praveen Someshwar	Managing Director and Chief Executive Officer	NIL	NIL	NIL	NIL
9.	Mr. Piyush Gupta	Group Chief Financial Officer	NIL	NIL	NIL	1
10.	Mr. Dinesh Mittal	Group General Counsel & Company Secretary	1	5	5	1

* Held jointly with The Hindustan Times Limited

** 5 shares held jointly with The Hindustan Times Limited

8.2 Disclosure about the effect of the Scheme on material interests of directors, key managerial personnel, debenture trustee and other stakeholders of Transferor Company 1, Transferor Company 2 and Transferor Company 3 (collectively hereinafter referred as “Transferor Companies”), would be as follows:

Category of Stakeholder	Effect of the Scheme on Stakeholders
Shareholders (including promoter and non-promoter shareholders)	a) There is only one class of shareholders i.e., equity shareholders in each of the Transferor Company, which includes promoter and non-promoter shareholders. b) Upon coming in effect of the Scheme, the Transferee Company shall issue and allot its equity shares to all the members/list of beneficial owners of the respective Transferor Companies (promoter and non-promoter) (other than where shareholder is itself the Transferee Company), whose name is recorded in the register of members of the respective Transferor Companies as on the Record Date (as defined in the Scheme), in terms of fair equity share exchange ratio determined in the Valuation Report. c) No equity shares shall be issued or allotted by the Transferee Company in respect of the shares held (including beneficial rights held in shares) by Transferee Company itself in any of the Transferor Companies, and all such shares shall stand cancelled and extinguished without any further application act or deed. d) No fractional shares shall be issued by the Transferee Company. Fractional entitlements, if any, arising shall be rounded off to the nearest integer. A fraction of less than half shall be rounded down to the nearest lower integer and a fraction of half or more shall be rounded up to the nearest highest integer. e) The equity shares to be issued and allotted as above, shall be subject to the provisions of the Memorandum and Articles of Association of the Transferee Company and shall rank pari- passu, in all respects with the then existing equity shares of the Transferee Company, if any, in all respects including dividends.
Employees	a) In terms of Clause 18.1 of the Scheme, the employees of the Transferor Companies in service on Effective Date, shall

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	become the staff and employees of Transferee Company without any interruption or break in their service and on the basis of continuity of service and the terms and conditions of their employment with Transferee Company shall not be less favourable than those applicable to them with reference to the Company. b) Further in terms of Clause 18.2 of the Scheme, upon the Scheme coming into effect, all staff welfare schemes and/or any accumulated balances including the existing Provident Fund, Gratuity Fund and or schemes and trusts, including employee’s welfare trust, if any, created by the Company for its employees shall be transferred to the Transferee Company. It is clarified that the services of the staff, workmen and employees of the Company will be treated as having been continuous for the purpose of the said Fund or Funds.
Directors and Key Managerial Personnel	a) In terms of Clause 17 of the Scheme, upon the Scheme coming into effect, the Transferor Companies shall stand dissolved without being wound up. In these circumstances, the Board of Directors of Transferor Companies shall cease to exist. Further, key managerial personnel of the Transferor Companies shall cease to be key managerial personnel of the Transferor Companies. The KMPs will be entitled to the equity shares of the Transferee Company to the extent of their shareholding in the respective Transferor Company, if any, as per fair equity share exchange ratio. b) None of the Directors_(as defined under the Act)and Key Managerial Personnel(as defined under the Act)of any of the Transferor Companies and their respective relatives(as defined_ _under the Act)_have any interests, financial or otherwise in the Scheme except to the extent of the equity shares held by them in any of the Transferor Companies or Transferee Company, if any. The effect of the Scheme on such shareholding(s) is in no way different from the effect of the Scheme on the shareholding of other shareholders of these companies. The details of shareholding of Directors and KMPs of the Transferor Companies as on December 31, 2021 are enclosed below this table.
Creditors	Upon the Scheme becoming effective, the creditors of the Transferor Companies will cease to be creditors of Transferor Companies and become creditors of the Transferee Company on the same terms and conditions, as before. The Scheme does not involve any compromise or arrangement with the creditors of any of the Transferor Companies. The liability towards the creditors of any of the Transferor Companies is neither being reduced nor being

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	extinguished and the Scheme is therefore not prejudicial to the interests of the creditors of any of the Transferor Company.
Debenture Holders and Debenture Trustees	Not applicable, as none of the Transferor Companies have any debenture holders. Therefore, the effect of the Scheme on any such debenture holders or debenture trustees does not arise.
Depositors and Deposit trustee	Not applicable, as none of the Transferor Companies have any outstanding deposits. Therefore, the effect of the Scheme on any such deposit holders or deposit trustees does not arise.

The details of shareholding of Directors and KMPs of Transferor Company 1 as on December 31, 2021 are as under:

Sl. No	Name of Director / KMP	Designation		No. of Equity Shares held	No. of Equity Shares held
			Transferee Company	Transferor Company 1	Transferor Company 2	Transferor Company 3
1.	Mr. Priyavrat Bhartia	Director	6**	1*	NIL	1
2.	Mr. Vivek Mehra	Director	NIL	NIL	NIL	NIL
3.	Ms. Suchitra Rajendra	Director	NIL	NIL	NIL	NIL
4.	Mr. Lloyd Mathias	Director	NIL	NIL	NIL	NIL
5.	Mr. Praveen Someshwar	Director	NIL	NIL	NIL	NIL
6.	Mr. Dinesh Mittal	Director	1	5	5	1
7.	Mr. Puneet Jain	Chief Executive Officer	NIL	NIL	NIL	NIL
8.	Mr. Ajay Sivaraman Nair	Chief Financial Officer	NIL	NIL	NIL	NIL
9.	Mr. Vikas Prakash	Company Secretary	1	NIL	NIL	NIL

* Held jointly with The Hindustan Times Limited

• ** 5 shares held jointly with The Hindustan Times Limited

The details of shareholding of Directors and KMPs of Transferor Company 2 as on December 31, 2021 are as under:

Sl. No	Name of Director / KMP	Designation		No. of Equity Shares held	No. of Equity Shares held
			Transferee Company	Transferor Company 1	Transferor Company 2	Transferor Company 3
1.	Ms. Suchitra Rajendra	Director	NIL	NIL	NIL	NIL
2.	Mr. Sameer Singh	Director	NIL	NIL	NIL	NIL
3.	Mr. Praveen Someshwar	Director	NIL	NIL	NIL	NIL
4.	Mr. Samudra Bhattacharya	Director	NIL	NIL	NIL	NIL
5.	Mr. Lloyd Mathias	Director	NIL	NIL	NIL	NIL
6.	Mr. Dinesh Mittal	Director	1	5	5	1
7.	Mr. Ramesh Menon	Chief Executive Officer	NIL	NIL	NIL	NIL

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8.	Mr. Anup Sharma	Chief Financial Officer	NIL	NIL	NIL	NIL
9.	Mrs. Diksha Singh	Company Secretary	1	5	5	NIL

The details of shareholding of Directors and KMPs of Transferor Company 3 as on December 31, 2021 are as under:

Sl. No	Name of Director / KMP	Designation		No. of Equity Shares held	No. of Equity Shares held
			Transferee Company	Transferor Company 1	Transferor Company 2	Transferor Company 3
1.	Mr. Umesh Sharma	Director	NIL	NIL	NIL	NIL
2.	Mr. Sanjay Malhotra	Director	NIL	NIL	NIL	NIL
3.	Mr. Piyush Gupta	Director	NIL	NIL	NIL	1
4.	Mr. Sandeep Rao	Director	NIL	NIL	NIL	NIL
5.	Mr. Rahul Garg	Chief Financial Officer	NIL	NIL	NIL	NIL
6.	Mr. Arjit Gupta	Company Secretary	NIL	NIL	NIL	NIL

In compliance with the provisions of Section 232(2)(c) of the Act, the respective Board of Directors of the Transferor Companies, and the Transferee Company, in their respective meetings, held on February 11, 2021, have adopted a report, inter alia, explaining the effect of the Scheme on its shareholders and key managerial personnel amongst others. Copy of the Reports adopted by the Board of Directors of the Transferor Companies and the Transferee Company are enclosed as Annexure 12 .

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

9. AMOUNTS DUE TO UNSECURED CREDITORS

The aggregate amounts due to Unsecured Creditors of Transferor Companies and Transferee Company are as follows: -

SI. No.	Companies involved in the Scheme	Name of Company	As on September 30, 2021 (INR in Lakh)
1.	Transferor Company 1	Digicontent Limited	9,869.70
2.	Transferor Company 2	Next Mediaworks Limited	2,067.48
3.	Transferor Company 3	HT Mobile Solutions Limited	1,426.12
4.	Transferee Company	HT Media Limited	72,645.70

10. SUMMARY OF VALUATION REPORT INCLUDING BASIS OF VALUATION AND THE FAIRNESS OPINION

A joint equity share exchange ratio report dated February 10, 2021 (“Valuation report”) , was issued by SSPA & Co. (IBBI Registration No. IBBI/RV-E/06/2020/126), Registered Valuer and Finvox Analytics (IBBI Registration No. IBBI/RV-E/06/2020/120), Registered Valuer, inter-alia, recommending the fair equity share exchange ratio proposed in the Scheme. The copy of Valuation report is enclosed as Annexure 2.

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In terms of the SEBI Circular, Sundae Capital Advisors Private Limited (SEBI Registration No. INM000012494) and Inga Ventures Private Limited (SEBI Registration No. INM000012698), both SEBI registered Category 1 Merchant Bankers, submitted their respective fairness opinions, certifying the fair equity share exchange ratio provided in the Valuation Report is fair and reasonable. The copies of Fairness Opinion are enclosed as Annexure 3 and 4.

11. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The statutory auditor of the Transferee Company has confirmed that the accounting treatment in the proposed Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.

The respective statutory auditor of the Transferor Companies has confirmed that in accordance with Indian Accounting Standards specified under Section 133 of the Companies Act 2013, no accounting treatment has been specified for the amalgamating company since pursuant to the Scheme, the amalgamating company will be amalgamated into the amalgamated company as a going concern without winding up. The copies of certificates are enclosed as Annexure 22, 23, 24 and 25.

12. PROCEEDINGS AGAINST THE TRANSFEROR COMPANIES AND TRANSFEREE COMPANY

• i. No investigation proceedings have been instituted or are pending against any of the Transferor Companies and/or the Transferee Company under the provisions of the Companies Act, 2013.

• ii. No winding up proceedings have been filed or are pending against any of the Transferor Companies and/or the Transferee Company under the provisions of the Companies Act, 2013.

13. OTHER MATTERS

• a. There is no capital restructuring or debt restructuring being undertaken pursuant to this Scheme

• b. The copy of the proposed Scheme has been filed by the Transferor Companies and Transferee Company before concerned Registrar of Companies pursuant to Section 232(2)(b) of the Act.

14. INSPECTION OF DOCUMENTS

In addition to the documents annexed hereto, following documents will be open for inspection by the equity shareholders at the registered office of the Company on all working days (between 10:00 A.M. to 4:00 P.M.) except Saturdays, Sundays, and Public Holidays upto the date of the Meeting:

• a. Copy of the Orders dated February 03, 2022 read with order dated December 22, 2021, passed by the Hon’ble National Company Law Tribunal, New Delhi Bench in Company Application No. CA(CAA)/112/230/232/ND/2021 directing the convening and holding of meeting of its equity shareholders, secured creditors and unsecured creditors;

• b. Copy of report of the Audit Committee of the Transferor Company 1, Transferor Company 2 and Transferee Company recommending the Scheme;

• c. Copy of report of Committee of Independent Directors of the Transferor Company 1, Transferor Company 2 and Transferee Company recommending the Scheme;

• d. Copy of the resolutions passed by the Board of Directors of the Transferor Companies and Transferee Company approving the Scheme;

• e. Audited Standalone and Consolidated Financial Statements of the Transferee Company for the financial year ended on March 31, 2021;

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• f. Audited Standalone and Consolidated Financial Statements of the Transferor Company 1 and Transferor Company 2 for the financial year ended on March 31, 2021;

• g. Audited Financial Statements of the Transferor Company 3 for the financial year ended on March 31, 2021;

• h. Memorandum and Articles of Association of the Transferor Companies and Transferee Company;

A copy of the Scheme, Explanatory Statement, may be downloaded from the website of the Company at www.htmedia.in.

After the Scheme is approved by the requisite majority of equity shareholders (including public shareholders) of the Company, it will be subject to the approval/sanction by the Hon’ble Tribunal.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the equity shareholders. The Directors and Key Managerial Personnel of the Company and their relatives do not have any concern or interest, financially or otherwise, in the Scheme except as shareholders, if so, in general.

Dated this February 16, 2022 Place: New Delhi

For HT MEDIA LIMITED

Sd/- Dinesh Mittal

Group General Counsel and Company Secretary

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SSPA & CO.

Chartered Accountants 1st Floor, “Arjun”, Plot No.6A, V. P. Road, Andheri (W), Mumbai – 400 058. INDIA. Tel : 91 (22) 2670 4376 91 (22) 2670 3682 Website: www.sspa.in

Finvox Analytics

FRN: 06-018-2019-00202 RVEN: IBBI/RV-E/06/2020/120 D15/15, Ground Floor, Ardee City, Sector 52 Gurugram, Haryana - 122011 Email: info@finvoxanalytics.com

STRICTLY PRIVATE & CONFIDENTIAL

February 10, 2021

The Board of Directors The Board of Directors HT Media Limited Digicontent Limited Hindustan Times House, 18-20, Hindustan Times House (2[nd] Floor), Kasturba Gandhi Marg, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001 New Delhi – 110 001

The Board of Directors The Board of Directors Next Mediaworks Limited HT Mobile Solutions Limited Unit 701A, 7[th] Floor Hindustan Times House, 18-20, Tower-2, Indiabulls Finance Centre Kasturba Gandhi Marg, Senapati Bapat Marg, Elphinstone Road New Delhi – 110 001 Mumbai – 400 013

Sub: Recommendation of fair equity share exchange ratio for the proposed amalgamation of Digicontent Limited, Next Mediaworks Limited and HT Mobile Solutions Limited with HT Media Limited

Dear Sir(s) / Madam(s),

We refer to the engagement letter dated February 01, 2021 whereby, SSPA & Co., Chartered Accountants (hereinafter referred to as ‘SSPA’) and engagement letter dated February 01, 2021 whereby Finvox Analytics (hereinafter referred to as ‘Finvox’), have been appointed by HT Media Limited (hereinafter referred to as ‘HTML’), Digicontent Limited (hereinafter referred to as ‘DCL’), Next Mediaworks Limited (hereinafter referred to as ‘NMW’) and HT Mobile Solutions Limited (hereinafter referred to as ‘HTMS’) to issue a joint report containing recommendation of fair equity share exchange ratio for the proposed amalgamation of DCL, NMW and HTMS into HTML with effect from opening business hours on April 01, 2020 (‘Appointed Date’) (‘hereinafter referred to as ‘Proposed Amalgamation’).

HTML, DCL, NMW and HTMS are hereinafter collectively referred to as the ‘Companies’. SSPA and Finvox have been referred to as ‘Valuers’ or ‘we’ or ‘us’ or ‘our’ and individually referred to as

Page 1 of 15

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SSPA & CO.

Chartered Accountants

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‘Valuer’ for the purpose of issue of this joint equity share exchange ratio report (‘Valuation Report’ or ‘Report’).

1. SCOPE AND PURPOSE OF THIS REPORT

• 1.1 We have been informed by the management of the Companies (hereinafter collectively referred to as the ‘Management’) that they are considering a restructuring proposal pursuant to a composite scheme of amalgamation under sections 230 to 232 and other applicable provisions of the Companies Act, 2013, including rules and regulations made thereunder (hereinafter referred to as the ‘Scheme’). Subject to necessary approvals, DCL, NMW and HTMS would be amalgamated with HTML, with effect from the Appointed Date.

• 1.2 In this regards, we have been appointed by the Companies to carry out the relative valuation of equity shares of the Companies and to recommend the fair equity share exchange ratio for the Proposed Amalgamation. The report is being furnished by SSPA and Finvox in the capacity of Registered Valuer under section 247 of the Companies Act, 2013 which would suffice the requirements of Securities Exchange Board of India and Companies Act, 2013.

• 1.3 For the purpose of this valuation, we have carried out relative valuations of the Companies and the valuation is based on ‘going concern’ premise.

• 1.4 The report sets out our joint recommendation of the fair equity share exchange ratio and discusses the methodologies and approach considered in the computation of the equity share exchange ratio.

2. BRIEF BACKGROUND

2.1. HT MEDIA LIMITED

HTML is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The company publishes ‘Hindustan Times’, an English daily, and ‘Mint’, a Business paper and undertakes commercial printing jobs. The company is also engaged into the business of providing entertainment, radio broadcast

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and all other related activities through its Radio Stations operating under brand name ‘Fever 104’, ‘Fever’ and ‘Radio Nasha’. The digital business of the company comprises of various online platforms such as ‘shine.com’, etc.

The company derives revenue primarily from the sale of the above-mentioned publications, advertisements published therein, by undertaking printing jobs and airtime advertisements aired at the aforesaid radio stations. Equity shares of HTML are listed on BSE limited (‘BSE’) and the National Stock Exchange Limited (‘NSE’). The standalone revenue from operations of HTML for financial year 2019-20 was INR 1,225.51 crores and profit/(loss) before tax was INR (-) 432.58 crores.

HTML also holds 74.40% equity stake in Hindustan Media Ventures Limited (‘HMVL’) and ~51% equity stake in NMW.

HMVL is engaged in the printing and publication of newspapers and periodicals in India. HMVL’s product line includes Hindustan, a Hindi daily newspaper that provides news relating to politics, business, entertainment, sports, and other general interests. Equity shares of HMVL are listed on BSE and NSE.

2.2. DIGICONTENT LIMITED

Digicontent Group consists of DCL and its wholly owned subsidiary HT Digital Streams Limited (‘HTDSL’). DCL and HTDSL collectively are engaged in Entertainment & Digital Innovation Business. DCL is also a fellow subsidiary of HTML. The equity shares of DCL are listed on BSE and NSE.

2.3. NEXT MEDIAWORKS LIMITED

Next Mediaworks Group consists of NMW and its subsidiary Next Radio Limited (‘NRL’) and its step-down subsidiary Syngience Broadcast Ahmedabad Limited (‘SBAL’). NRL is engaged in the business of FM broadcasting and presently has the "Radio One" FM brand in 7 cities of the country being Delhi, Mumbai, Chennai, Kolkata, Bangalore, Pune, and Ahmedabad. The company operates under frequency 94.3MHz in all its cities except for

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the city of Ahmedabad where it operates under the frequency 95 MHz.

The equity shares of NMW are listed on BSE and NSE. HTML owns ~51% equity stake in NMW.

2.4. HT MOBILE SOLUTIONS LIMITED

HTMS is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India having investment through HT Digital Media Holdings Limited to carry out mobile marketing, social media marketing, advertising, mobile CRM and loyalty campaigns, mobile music content, ring tones and integrates with other media campaigns and strategies. HTMS has filed a scheme of amalgamation with the National Company Law Tribunal, New Delhi Bench for merger of Firefly e-Ventures Limited (‘FVL’), HT Digital Media Holdings Limited (‘HTDML’), HT Education Limited (‘HTEL’), HT Learning Centers Limited (HTLCL’), India Education Services Private Limited (‘IESPL’), Topmovies Entertainment Limited (‘TEL’) with itself, which is pending for final approval.

As informed by the Management, the implementation of the above-mentioned scheme of amalgamation will be a pre-condition for the proposed amalgamation of HTMS with HTML. Accordingly, we have computed the value of HTMS on the assumption that the amalgamation of the above-mentioned companies will be approved by NCLT. Post implementation of the HTMS Scheme, HTML will hold ~99.41% equity interest in HTMS.

3. REGISTERED VALUERS SSPA & CO., CHARTERED ACCOUNTANTS

SSPA & Co., Chartered Accountants, is a partnership firm, located at 1st Floor, Arjun Building, Plot No. 6A, V. P. Road, Andheri (West), Mumbai - 400 058, India. SSPA is engaged in providing various corporate consultancy services.

SSPA is a firm of practicising Chartered Accountants registered with The Institute of Chartered Accountants of India (‘ICAI’). SSPA is also registered with the Insolvency and Bankruptcy Board of India (‘IBBI’), as a Registered Valuer for asset class – ‘Securities or

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Financial Assets’ with Registration No. IBBI/RV-E/06/2020/126.

FINVOX ANALYTICS

Finvox Analytics is a registered valuer entity, located at D 15/15, Ground Floor, Ardee City, Sector 52, Gurugram, India. Finvox Analytics is engaged in providing valuation services.

Finvox is registered with the IBBI, as a Registered Valuer Entity for the asset class – ‘Securities or Financial Assets’ with Registration No. IBBI/RV-E/06/2020/120.

4. SOURCES OF INFORMATION

The valuation exercise is based on the following information which has been received from the Management and any information available in the public domain:

• (a) Annual Reports / standalone audited financial statements of the Companies and subsidiaries and associates of the Companies for the financial year (‘FY’) ended March 31, 2020.

• (b) Limited review standalone financial statements of the Companies and subsidiaries & associates of the Companies for 6 months period ended September 30, 2020.

• (c) Standalone financial projections of HTML, HMVL, HTDS, NRL and HTMS, as provided by the Management.

• (d) Scheme of amalgamation in relation to HTMS, Firefly e-Ventures Limited, HT Digital Media Holdings Limited, HT Education Limited, HT Learning Centers Limited, India Education Services Private Limited and Topmovies Entertainment Limited with an appointed date of April 1, 2020.

• (e) Draft Scheme of amalgamation.

• (f) Other relevant details regarding the Companies such as their history, past and present activities and other relevant information and data.

• (g) Such other information and explanations as we required and which have been provided by the Management including Management Representation.

5. SCOPE LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

• 5.1. This report is subject to the scope limitations detailed hereinafter. As such the report is

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to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein and in the context of the purpose for which it is made. Further our report on recommendation of fair equity share exchange ratio is in accordance with ICAI Valuation Standards 2018.

• 5.2. This report has been prepared for Board of Directors of the companies solely for the purpose of recommending a fair equity share exchange ratio for the Proposed Amalgamation.

• 5.3. Valuation is not a precise science and the conclusions arrived at will be subjective and dependent on the exercise of individual judgment. There is, therefore, no indisputable single value. While we have provided an assessment of value by applying certain formulae which are based on the information available, others may place a different value.

• 5.4. The Management has represented that the Companies have clear and valid title of assets. No investigation on the Companies’ claim to title of assets has been made for the purpose of this valuation and their claim to such rights has been assumed to be valid.

• 5.5. The draft of the present report (excluding the recommended fair equity share exchange ratio) was circulated to the Management for confirming the facts stated in the report and to confirm that the information or facts stated are not erroneous.

• 5.6. For the purpose of this exercise, we were provided with both written and verbal information including information detailed hereinabove in para ‘Sources of Information’. Further, the responsibility for the accuracy and completeness of the information provided to us by the Companies/auditors/consultants is that of the Companies. Also, with respect to explanations and information sought from the Companies, we have been given to understand by the Management that they have not omitted any relevant and material factors about the Companies. The Management has indicated to us that they have understood that any omissions, inaccuracies or misstatements by the Management may materially affect our valuation analysis/conclusions. Our work does not constitute an

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audit, due diligence or certification of these information referred to in this report including information sourced from public domain. Accordingly, we are unable to and do not express an opinion on the fairness or accuracy of any information referred to in this report and consequential impact on the present exercise. However, nothing has come to our attention to indicate that the information provided/obtained was materially misstated/incorrect or would not afford reasonable grounds upon which to base the report.

• 5.7. Valuation analysis and results are specific to the purpose of valuation and the valuation date mentioned in the report as agreed with the Management.

Our recommendation is based on the estimates of future financial performance as projected by the Management, which represents their view of reasonable expectation at the point of time when they were prepared, after giving due considerations to commercial and financial aspects of the Companies and the industry in which the Companies operate. But such information and estimates are not offered as assurances that the particular level of income or profit will be achieved or events will occur as predicted. As part of our evaluation process we have evaluated the reasonableness of the projections prepared by the Management and had discussion with the Management to understand the basis and assumptions for the preparation of projections. Actual results achieved during the period covered by the prospective financial statements may vary from those contained in the statement and the variation may be material. The fact that we have considered the projections in this exercise of valuation should not be construed or taken as being associated with or a party to such projections.

• 5.8. A valuation of this nature involves consideration of various factors including those impacted by prevailing market trends in general and industry trends in particular. This report is issued on the understanding that Management has drawn our attention to all the matters, which they are aware of concerning the financial position of the Companies and any other matter, which may have an impact on our opinion, on the fair value of the shares of the Companies including any significant changes that have taken place or are

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likely to take place in the financial position of the Companies. Events and transactions occurring after the date of this report may affect the report and assumptions used in preparing it and we do not assume any obligation to update, revise or reaffirm this report.

• 5.9. The fee for the engagement and this report is not contingent upon the results reported. We have no present or contemplated financial interest in any of the Companies.

• 5.10. Our report is not, nor should it be construed as opining or certifying the compliance of the proposed transaction with the provisions of any law including companies, competition, taxation (including transfer pricing) and capital market related laws or as regards any legal implications or issues arising in India or abroad from such Proposed Amalgamation.

• 5.11. Any person/party intending to provide finance/invest in the shares/convertible instruments/business of the Companies shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision.

• 5.12. The decision to carry out the transaction (including consideration thereof) lies entirely with the Management and our work and our finding shall not constitute a recommendation as to whether or not the Management should carry out the transaction.

• 5.13. This Report is meant for the purpose mentioned in Para 1 only and should not be used for any purpose other than the purpose mentioned therein. It is exclusively for the use of the Companies and for submission to any regulatory/statutory authority as may be required under any law. This Report should not be copied or reproduced without obtaining our prior written approval for any purpose other than the purpose for which it is prepared. In no event, regardless of whether consent has been provided, shall we assume any responsibility to any third party to whom the report is disclosed or otherwise made available.

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• 5.14. SSPA and Finvox, nor our partners and employees make any representation or warranty, express or implied, as to the accuracy, reasonableness or completeness of the information, based on which the valuation is carried out. All such parties expressly disclaim any and all liability for/or based on or relating to any such information contained in the valuation.

6. VALUATION APPROACH AND METHODOLOGIES

• 6.1. For carrying out this valuation exercise, we have requested and received financial information from the Management, obtained relevant data from public domains, carried out analysis, carried discussions with the Management to understand the business and fundamental factors affecting the Companies and selected appropriate valuation methodologies.

• 6.2. For the purpose of valuation, generally following approaches can be considered, viz,

• (a) the ‘Market’ approach;

• (b) the ‘Income’ approach; and

• (c) the ‘Asset’ approach

6.3. MARKET APPROACH

Market approach is a valuation approach that uses prices and other relevant information generated by market transactions involving identical or comparable (i.e. similar) assets, liabilities or a group of assets and liabilities, such as a business.

Under this method, the value of the shares of a company is determined by taking the average of the market capitalization of the equity shares of a recognized stock exchange over reasonable period of time, subject to the element of speculative support that may be inbuilt in the market price. But there could be situations where the value of the share as quoted on quoted on the stock market would not be regarded as proper index for the fair value of the share.

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6.4. INCOME APPROACH

• 6.4.1. Under the ‘Income’ approach, shares of companies are valued using ‘Discounted Cash Flow’ (‘DCF’) Method.

• 6.4.2. Under the DCF method the projected free cash flows from business operations after considering fund requirements for projected capital expenditure and incremental working capital are discounted at the Weighted Average Cost of Capital (WACC). The sum of the discounted value of such free cash flows and discounted value of perpetuity is the value of the business.

• 6.4.3. The free cash flows represent the cash available for distribution to both the owners and the creditors of the business. The free cash flows are determined by adding back to profit before tax, (i) interest on loans, if any, (ii) depreciation and amortizations (non-cash charge), and (iii) any non-operating item. The cash flow is adjusted for outflows on account of (i) capital expenditure, (ii) incremental working capital requirements and (iii) tax.

• 6.4.4. WACC is considered as the most appropriate discount rate in the DCF Method, since it reflects both the business and the financial risk of the company. In other words, WACC is the weighted average of the company’s cost of equity and debt.

6.5. ASSET APPROACH – NET ASSET VALUE METHOD

• 6.5.1. Under the asset approach, the Net Asset Value (‘NAV’) method is considered, which is based on the underlying net assets and liabilities of the company, taking into account operating assets and liabilities on a book value basis and appropriate adjustments for, interalia, value of surplus / non-operating assets. Such value generally represents the floor value in case of profit-making business.

• 6.6. Out of the above methods, the Valuers have used approaches / methods as considered appropriate by them respectively. The valuation approaches / methods used and the values arrived at using such approaches / methods by the Valuers have been tabled in

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para 7 of this Report. The report date is the Valuation Date.

7. RECOMMENDATION OF FAIR EQUITY SHARE EXCHANGE RATIO

• 7.1. The fair basis of amalgamation of DCL, NMW and HTMS with HTML would have to be determined after taking into consideration all the factors and methodologies mentioned hereinabove. Though different values have been arrived at under different methods, for the purposes of recommending a ratio of exchange it is necessary to arrive at a single value for the shares of the Companies. It is however important to note that in doing so, we are not attempting to arrive at the absolute values of the shares of each company. Our exercise is to work out relative value of shares of the Companies to facilitate the determination of a ratio of exchange. For this purpose, it is necessary to give appropriate weightage to the values arrived at under each approach.

• 7.2. Valuers, have independently applied approaches / methods discussed above, as considered appropriate and arrived at their assessment of the relative values per equity share of the Companies. To arrive at the consensus on the fair equity share exchange ratios for the Proposed Amalgamation, suitable minor adjustments / rounding off have been done in the relative values arrived by the Valuers.

• 7.3. The fair equity share exchange ratio has been arrived on the basis of a relative valuation of equity shares of the Companies based on the approaches explained herein and various qualitative factors relevant to the companies and the business dynamics and growth potential of the businesses, having regard to information base, management representation and perceptions, key underlying assumptions and limitations.

• 7.4. In the ultimate analysis, valuation will have to involve the exercise of judicious discretion and judgement taking into account all the relevant factors. There will always be several factors, e.g. present and prospective competition, yield on comparable securities and market sentiments, etc. which are not evident from the face of the balance sheets but which will strongly influence the worth of a share.

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• 7.5. In light of the above and on consideration of all the relevant factors and circumstances as discussed and outlined hereinabove in this report, we recommend the following fair equity share exchange ratio for the proposed Amalgamation whose computation as required as per BSE Circular number LIST/COMP/02/2017-18 dated May 29, 2017 and NSE Circular number NSE/CML/2017/12 dated June 01, 2017 is as under:

7.5.1. Computation of Fair Equity Share Exchange Ratios as derived by SSPA, is given below:

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----- Start of picture text -----

HTML DCL NMW HTMS
Value per Value per Value per Value per
Method of Valuation
Share Weights Share Weights Share Weights Share Weights
(INR) (INR) (INR) (INR)
Asset Approach - NAV Method NA NA 34.18 50% 5.36 50% NA NA
Income Approach - DCF Method 137.29 50% NA NA NA NA 6.41 100%
Market Approach - Market Price
15.93 50% 13.13 50% 5.57 50% NA NA
Method
Relative Value per equity share 76.61 23.65 5.46 6.41
Exchange Ratio (rounded off) 3.25 14.00 12.00
----- End of picture text -----

NA - Not Applicable / Not Applied

Valuer’s Notes:

In the present case, the business of HTML and HTMS are intended to be continued on a ‘going concern basis’ and there is no intention to dispose-off the assets, therefore the Asset approach is not adopted for the present valuation exercise.

Given the nature of businesses of HTML and HTMS and the fact that we have been provided by the companies with their projected financials, we have considered it appropriate to apply the DCF Method under the Income approach to arrive the relative fair value of the shares of the companies for the purpose of arriving at the fair equity share exchange ratios. Since, business operations of DCL are insignificant and NMW does not carry business operations on their own, Income approach cannot be considered. NAV method under Asset approach has been considered for valuation of DCL and NMW wherein the fair values of underlying investments have been considered by applying DCF method under income approach.

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In the present case, equity shares of HTML, DCL and NMW are listed on BSE and NSE. Per the relevant SEBI regulations, the equity shares of HTML and DCL are frequently traded, whereas, the equity shares of NMW are not frequently traded. Since we are carrying out relative valuation, based on our analysis it would be inappropriate to ignore the market price. Accordingly, to calculate the relative equity value, we have considered the market prices for all the three companies and assigned appropriate weights to different valuation approaches to arrive at the fair equity share exchange ratios.

7.5.2. Computation of Fair Equity Share Exchange Ratios as derived by Finvox, is given below:

Method of Valuation	HTML	HTML	DCL	DCL	NMW	NMW	HTMS	HTMS
	Value per Share (INR)	Weights	Value per Share (INR)	Weights	Value per Share (INR)	Weights	Value per Share (INR)	Weights
Asset Approach - NAV Method Income Approach - DCF Method Market Approach - Market Price Method Relative Value per equity share Exchange Ratio (Rounded off)	84.53 127.69 17.30	33.33% 33.33% 33.33%	32.56 NA 14.64	50% NA 50%	5.44 NA 5.31	50% NA 50%	NA 6.44 NA	NA 100% NA
	76.51		23.60		5.38		6.44
			3.25		14.00		12.00

NA - Not Applicable / Not Applied

Valuer’s Notes:

We have used the NAV method under the Asset approach to arrive at the relative fair value of equity shares of HTML, DCL and NMW. The NAV method generally sets a floor to the range of values as an entity tends not to be worth less than the net value of its underlying assets and liabilities at fair value. In case of HTML, as the market price is less than the NAV, therefore, we have also considered the Asset approach to arrive the relative fair value of the equity shares of HTML. In case of DCL and NMW, as both the entities derive majority of their value from the underlying investments in subsidiary companies, we have used the Asset approach for their valuation. In case of HTMS, as the company operates a digital entertainment business, the true worth of HTMS is not reflected by the net assets of the company. Therefore, the asset approach was not used in the valuation of HTMS.

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Given the nature of businesses of HTML and HTMS and the fact that we have been provided by the companies with their projected financials, we have considered it appropriate to apply the DCF Method under the Income approach to arrive the relative fair value of the shares of the companies for the purpose of arriving at the fair equity share exchange ratios. As previously discussed, the NAV method under Assets approach has been considered for valuation of DCL and NMW wherein the fair values of underlying investments have been considered by applying DCF method under Income approach.

As previously discussed, equity shares of HTML, DCL and NMW are listed on BSE and NSE. Per the relevant SEBI regulations, the equity shares of HTML and DCL are frequently traded, whereas, the equity shares of NMW are not frequently traded. Since we are carrying out relative valuation, based on our analysis it would be inappropriate to ignore the market price. Accordingly, to calculate the relative equity value, we have considered the market prices for all the three companies and assigned appropriate weights to different valuation approaches to arrive at the fair equity share exchange ratios.

We have used the Market Price method under the Market approach for the valuation of HTML, DCL and NMW by using the pricing formula provided in Regulations 164 (1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ('ICDR').

The market price is considered as higher of the following:

(a) average of the weekly high and low of the volume weighted average price during the 26 weeks preceding February 09, 2021; or

(b) average of weekly high and low of the volume weighted average price during the 2 weeks preceding February 09, 2021.

<<>>

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• 7.6. In light of the above, and on consideration of all the relevant factors and circumstances as discussed and outlined hereinabove, we recommend fair equity share exchange ratios

as mentioned below:

• The fair equity share exchange ratio for the proposed amalgamation of DCL with HTML is as under:

4 (Four) equity shares of HTML of INR 2 each fully paid up for every 13 (Thirteen)

equity shares of DCL of INR 2 each fully paid up

• The fair equity share exchange ratio for the proposed amalgamation of NMW with HTML is as under:

1 (One) equity share of HTML of INR 2 each fully paid up for every 14 (Fourteen)

equity shares of NMW of INR 10 each fully paid up

• The fair equity share exchange ratio for the proposed amalgamation of HTMS with HTML is as under:

1 (One) equity share of HTML of INR 2 each fully paid up for every 12 (Twelve) equity

shares of HTMS of INR 10 each fully paid up

Thanking you, Yours faithfully,

For SSPA & CO. Chartered Accountants ICAI Firm registration number: 128851W IBBI Reg Valuer No.: IBBI/RV-E/06/2020/126

Parag Digitally signed by Parag Shamji Ved Date: 2021.02.10 07:30:30 Shamji Ved +05'30'

Parag Ved Partner

ICAI Membership No. 102432 IBBI Reg. No.: IBBI/RV/06/2018/10092 UDIN: 21102432AAAAAC9536 Place: Mumbai

For Finvox Analytics IBBI Reg Valuer No.: IBBI/RV-E/06/2020/120

Digitally signed by AMRISHGARG DN: cn=AMRISH GARG, c=IN, st=Rajasthan, o=Personal,serialNumber=c7e7f56f51257521 3397e845d9a142077995aea838f 741a879fd528522d3a304 Location: GURUGRAM Date: 2021.02.10 07:43:33 +05'30'

AMRISH GARG

Amrish Garg Partner

ICAI Membership No. 511520 IBBI No: IBBI/RV/06/2018/10044 UDIN: 21511520AAAAAX4444 Place: Gurugram

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Sundae Capital Advisors Private Limited

CIN: U65990DL2016PTC305412

February 10, 2021

3rd Floor, C - 11, Community Centre Janak Puri, New Delhi-110 058

Ph.: +91 11 4914 9740 E-mail: info@sundaecapital.com www.sundaecapital.com

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To,

Board of Directors HT Media Limited Hindustan Times House 18-20 Kasturba Gandhi Marg New Delhi - 110 001

Board of Directors Digicontent Limited Hindustan Times House (2nd Floor) 18-20 Kasturba Gandhi Marg New Delhi - 110 001

Board of Directors Next Mediaworks Limited

Unit 701A, 7th Floor Tower - 2, Indiabulls Finance Centre Senapati Bapat Marg, Elphinstone Road Mumbai - 400 013

Sub.: Fairness Opinion on Fair Equity Share Exchange Ratio recommended by M/s SSPA & Co. and M/s Finvox Analytics pursuant to the proposed “Composite Scheme of Amalgamation”

Dear Sir / Madam,

We, Sundae Capital Advisors Private Limited (referred to as “ Sundae ” or “ We ”), refer to the engagement letter dated February 01, 2021, wherein we have been requested by HT Media Limited (referred to as “ Transferee Company / HTML ”), Digicontent Limited (referred to as “ Transferor Company 1 / DCL ”) and Next Mediaworks Limited (referred to as “ Transferor Company 2 / NMW ”) collectively known as “Companies” to provide a fairness opinion on the Fair Equity Share Exchange Ratio recommended by the report dated February 10, 2021 (“ Fair Equity Share Exchange Ratio Report ”) issued jointly by SSPA & CO. (“SSPA”) and Finvox Analytics LLP (“Finvox”) (SSPA and Finvox collectively referred as “ Valuers ”) for the proposed amalgamation of DCL, NMW and HT Mobile Solutions Limited (referred to as “Transferor Company 3” / “HTMS”) with HTML and their respective shareholders and creditors as a going concern vide a composite scheme of amalgamation under provision of Section 230 to Section 232 of the Companies Act, 2013 read with other applicable provisions and rules thereunder (“Proposed Scheme”) .

SCOPE AND PURPOSE OF THIS REPORT

The Company has appointed Valuers for recommendation of Fair Equity Share Exchange Ratio for the Proposed Scheme and our scope is restricted issue our independent opinion as to the fairness of the Fair Equity Share Exchange Ratio (“ Fairness Opinion ”).

All terms not specifically defined in this fairness opinion shall carry the same meaning as in the valuation report issued by the Valuers or Proposed Scheme.

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SEBI Regn. No.: INM000012494

BACKGROUND OF THE COMPANIES INVOLVED IN THE SCHEME

Digicontent Limited ("Transferor Company 1” or “DCL”) is a public listed company incorporated under the provisions of the Companies Act, 2013 on 14th August 2017 in the name of “HT Digital Ventures Limited” bearing corporate identification number of L74999DL2017PLC322147. Subsequently on 24[th] October 2017, the name of the Transferor Company 1 was changed to “Digicontent Limited”. The Registered office of DCL is situated at Hindustan Times house, 2nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi - 110 001. Equity shares of DCL are listed on BSE Limited (“BSE”) and National Stock Exchange Limited (“NSE”). DCL is engaged in Entertainment & Digital Innovation Business. As on the date of this Scheme, DCL is a fellow subsidiary of Transferee Company.

The Authorized, Issued, Subscribed and Paid-up Share Capital of DCL as on the date of approval of this Scheme by the Board of DCL is as under:

Particulars	Amount(`)
Authorized Share Capital
6,00,00,000 Equityshares of`2/- each	12,00,00,000
Total	12,00,00,000
Issued, Subscribed and Paid‐Up Share Capital
5,81,87,078 Equityshares of`2/- each	11,63,74,156
Total	11,63,74,156

The equity shares of DCL are listed on BSE and NSE.

Next Mediaworks Limited (“Transferor Company 2” or “NMW”) is a public listed company incorporated under the provisions of the Companies Act, 1956 on 12th March 1981 bearing corporate identification number of L22100MH1981PLC024052. The Registered office of NMW is situated at Unit 701 A, 7th Floor, Tower 2, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road Mumbai, Maharashtra - 400 013. Equity shares of NMW are listed on BSE and NSE. NMW is engaged in the business of FM Radio broadcasting through its subsidiary viz. Next Radio Limited which operates as FM Radio broadcaster under the brand “Radio One” in (i) Delhi, (ii) Mumbai, (iii) Chennai, (iv) Kolkata, (v) Bengaluru, (vi) Pune, and (vii) Ahmedabad. As on the date of this Scheme, NMW is a subsidiary of Transferee Company.

The Authorized, Issued, Subscribed and Paid-up Share Capital of NMW as on the date of approval of this Scheme by the Board of NMW is as under:

Particulars	Amount(`)
Authorized Share Capital
8,00,00,000 Equityshares of`10/- each	80,00,00,000
Total	80,00,00,000
Issued, Subscribed and Paid‐Up Share Capital
6,68,92,908 Equityshares of`10/- each	66,89,29,080
Total	66,89,29,080

The equity shares of NMW are listed on BSE and NSE.

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HT Mobile Solutions Limited (“Transferor Company 3” or “HTMS”) is an unlisted public limited company incorporated under the provisions of the Companies Act, 1956 on 19th February 2009 bearing corporate identification number of U74900DL2009PLC187795. The Registered office of HTMS is situated at Hindustan Times House, Second Floor, 18-20 Kasturba Gandhi Marg, New Delhi - 110 001. The main business of HTMS is to carry out mobile marketing, social media marketing, advertising, mobile CRM and loyalty campaigns, mobile music content and ring tones and integrates with other media campaigns and strategies. As on the date of this Scheme, HTMS is an indirect subsidiary of Transferee Company.

Existing Scheme of Arrangement By HTMS

An NCLT application for sanction of the Ongoing HTMS Scheme (Application No. CA(CAA)-72/ND/2020 dated December 16, 2020) with an appointed date of April 01, 2020 has been filed with Hon’ble NCLT, Division Bench, Delhi Bench III. The application is currently pending for sanction by said Hon’ble NCLT.

Under the Ongoing HTMS Scheme, HTMS is the transferee company while all the transferor companies of the Ongoing HTMS Scheme are direct or indirect subsidiaries of HT Media Limited (i.e., the Transferee Company).

The Authorized, Issued, Subscribed and Paid-up Share Capital of HTMS as on the date of approval of this Scheme by the Board of HTMS is as under:

Particulars	Amount(`)
Authorized Share Capital
4,10,00,000 Equityshares of`10/- each	41,00,00,000
5,00,00,000 0.1% Optionally Convertible Cumulative Preference Shares	50,00,000
(OCCPS)of`0.10/- each
Total	41,50,00,000
Issued, Subscribed and Paid‐Up Share Capital
3,54,58,598 Equityshares of`10/- each	35,45,85,980
Total	35,45,85,980

The Authorized, Issued, Subscribed and Paid-up Share Capital of HTMS (after considering the effect of the Ongoing HTMS Scheme) is as under:

Particulars	Amount(`)
Authorized Share Capital
55,34,00,000 Equityshares of`10/- each	5,53,40,00,000
Total	5,53,40,00,000
Issued, Subscribed and Paid‐Up Share Capital
5,04,15,889 Equityshares of`10/- each	50,41,58,890
Total	50,41,58,890

HT Media Limited (“Transferee Company” or “HTML”) is a public listed company incorporated under the provisions of the Companies Act, 1956 on 3rd December 2002 bearing corporate identification number of L22121DL2002PLC117874. The Registered office of HTML is situated at 18-20 Kasturba Gandhi Marg, New Delhi - 110 001. Equity shares of HTML are listed on BSE and NSE. HTML is a diversified conglomerate, inter alia, engaged in printing and publication of newspapers and

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periodicals, radio broadcast & entertainment (under the brand name "Fever'' and “Nasha") and digital business.

The Authorized, Issued, Subscribed and Paid-up Share Capital of HTML as on the date of approval of this Scheme by the Board of HTML is as under:

Particulars	Amount(`)
Authorized Share Capital
36,25,00,000 Equityshares of`2/- each	72,50,00,000
Total	72,50,00,000
Issued, Subscribed and Paid‐Up Share Capital
23,27,48,314 Equityshares of`2/- each	46,54,96,628
Total	46,54,96,628

RATIONALE OF THE SCHEME

The Transferee Company is engaged in the business of printing and publication of newspapers along with operating radio broadcasting and digital business. The Transferor Companies and Transferee Company are desirous of consolidating their businesses under the Transferee Company. This would enable the business to scale up and pursue growth opportunities in a more focussed manner.

The Scheme will result in:

• a) consolidation of businesses under the Transferee Company provides an increased capability to offer a wider portfolio of products and services to effectively address change in consumer preferences and market dynamics with a combined ability to integrate, innovate, customize and bundle the offerings and services of the Transferee and the Transferor Companies under a single platform and creation of a synergized go to market strategy which shall result in building a sustainable business;

• b) simplification of the holding structure by consolidation of Transferor Companies multiple entities, thereby resulting in a linear corporate structure with greater management focus;

• c) reduction in management overlaps and elimination of legal and regulatory compliances & associated costs due to operation of multiple listed and unlisted entities;

• d) optimisation of the allocated capital & availability of funds which can be deployed more efficiently to pursue the operational growth opportunities;

• e) consolidation of businesses under the Transferee Company thereby resulting in synergies, pooling of financial, managerial, technical and human resources, thereby creating stronger base for future growth and value accretion for the stakeholders;

• f) consolidation of businesses under the Transferee Company thereby resulting in savings of operational costs which has become critical for long term sustainability and will also lead to optimum utilisation of resources;

• g) elimination of the need for inter-company transactions between the Transferor Companies and Transferee Company;

• h) post scheme, the Transferee Company would be in a better position to support and finance organic and inorganic expansion of the businesses;

• i) post scheme, the Transferee Company would be in a position to offer a bouquet of media platforms which result in value accretion for all the stakeholders.

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In the view of the above advantages and benefits, the Board of Directors of each of the Transferor Companies and the Transferee Company have formulated this Scheme pursuant to the provisions of Section 230-232 and other applicable provisions of the Act.

Further, the Scheme also states that the Scheme would be beneficial to and in the best interest of the shareholders, creditors, employees, and other stakeholders of each of the Transferor Companies and Transferee Company along with general public at large.

SOURCE OF INFORMATION AND REPRESENTATIONS

For the purpose of forming our opinion on the Fair Equity Share Exchange Ratio Reports, we have relied on the discussions with the Management and Valuers and the following information and documents made available to us:

• Fair Equity Share Exchange Ratio Report dated February 10, 2021 issued by Valuers;

• Draft Proposed Scheme;

• Necessary explanations and information from the management of Companies & their representatives;

• Discussion with the Valuer; and

• Other information as available in public domain.

We have obtained explanations and information considered reasonably necessary for our exercise, from the representatives of the Companies. Our analysis considers those facts and circumstances present at the date of this Fairness Opinion.

EXCLUSIONS AND LIMITATIONS

We have assumed and relied upon, without independent verification, the accuracy and completeness of all information that was publicly available or provided or otherwise made available to us by the companies and their representatives for the purpose of this opinion. With respect to the estimated financials, if any, provided to us by the management, we have assumed that such financials were prepared in good faith and reflect the best currently available estimates and judgments by the management of the company. We express no opinion and accordingly accept no responsibility with respect to or for such estimated financials or the assumptions on which they were based. Our work does not constitute an audit or certification or due diligence of the working results, financial statements, financial estimates or estimates of value to be realized for the business. We have solely relied upon the information provided to us by the management. We have not reviewed any books or records of the business (other than those provided or made available to us). We have not assumed any obligation to conduct, nor have we conducted any physical inspection or title verification of the properties or facilities of the business and neither express any opinion with respect thereto nor accept any responsibility therefore. We have not made any independent valuation or appraisal of the assets or liabilities of the business. We have not reviewed any internal management information statements or any non-public reports, and, instead, with your consent we have relied upon information which was publicly available or provided or otherwise made available to us by the business for the purpose of this opinion. We are not experts in the evaluation of litigation or other actual or threaten claims and hence have not commented on the effect of such litigation or claims on the valuation. We are not legal, tax, regulatory or actuarial advisors. We are financial advisors only and have relied upon, without independent verification, the assessment of the business with respect to these matters. In addition, we have assumed that the Proposed Scheme will be approved by the appropriate authorities, if any,

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and that the proposed transaction will be consummated substantially in accordance with the terms set forth in the Proposed Scheme.

We understand that the managements of the business during our discussion with them would have drawn our attention to all such information and matters which may have an impact on our analysis and opinion. We have assumed that in the course of obtaining necessary approvals for the Proposed Scheme, no restrictions will be imposed that will have a material adverse effect on the benefits of the transaction that the business may have contemplated. Our opinion is necessarily based on financial, economic, market and other conditions as they currently exist and, on the information, made available to us as of the date hereof. It should be understood that although subsequent developments may affect this opinion, we do not have any obligation to update, revise or reaffirm this opinion. In arriving at our opinion, we are not authorized to solicit, and did not solicit, interests for any party with respect to the acquisition, business combination or other extra-ordinary transaction involving the business or any of its assets, nor did we negotiate with any other party in this regard.

We have acted as a merchant banker to HTML, DCL and NMW for providing a fairness opinion on the proposed transaction and will receive professional fees for our services. In the ordinary course of business, Sundae is engaged in merchant banking business including corporate advisory, restructuring, valuations, etc. We may be providing various other independent professional advisory services to the said entities in the ordinary course of our business.

It is understood that this letter is solely for the benefit of and use by the Board of Directors of HTML, DCL and NMW and may not be relied upon by any other person and may not be used or disclosed for any other purpose without our prior written consent. The opinion is not meant for meeting any other regulatory or disclosure requirements, save and except as specified above, under any Indian or foreign law- Statute, Act, guideline or similar instruction. Management should not make this report available to any party, including any regulatory or compliance authority/agency except as mentioned above. The letter is only intended for the aforementioned specific purpose and if it is used for any other purpose; we will not be liable for any consequences thereof.

We express no opinion whatever and make no recommendation at all as to the underlying decision of HTML, DCL and NMW to effect to the proposed transaction or as to how the holders of equity shares of HTML, DCL and NMW should vote at their respective meetings held in connection with the transaction. We do not express and should not be deemed to have expressed any views on any other terms of transaction. We also express no opinion and accordingly accept no responsibility for or as to the prices at which the equity shares of HTML, DCL and NMW will trade following the announcement of the transaction or as to the financial performance of HTML, DCL and NMW following the consummation of the transaction.

It should be noted that we have examined only the fairness of the Fair Equity Share Exchange Ratio for the Proposed Scheme and have not examined any other matter including economic rationale of the transfer per se or accounting and tax matters involved.

In no circumstances however, will Sundae or its associates, directors or employees accept any responsibility or liability to any third party. Our liability (statutory or otherwise) for any economic loss or damage arising out of the rendering this opinion shall be limited to amount of fees received for rendering this Opinion as per our engagement with HTML, DCL and NMW.

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CONCLUSION

Valuer's Recommendation: As stated in the Valuation Report, Independent Valuers have recommended the following fair equity share exchange ratio:

Computation of Fair Equity Share Exchange Ratio as derived by SSPA, is given below:

Method of Valuation	HTML DCL	NMW HTMS
	Value per Share (in **)**<br>**Weights**<br>**Value per**<br>**Share (in**<br>) Weights	Value per Share (in **)**<br>**Weights**<br>**Value per**<br>**Share (in**<br>) Weights
Asset Approach - NAV Method	NA NA 34.18 50%	5.36 50% NA NA
Income Approach - DCF Method	137.29 50% NA NA	NA NA 6.41 100%
Market Approach - Market Price Method	15.93 50% 13.13 50%	5.57 50% NA NA
Relative Value per equity share	76.61 23.65	5.46 6.41
Exchange Ratio (rounded off)	3.25	14.00 12.00

NA: Not Applicable / Not Applied

Computation of Fair Equity Share Exchange Ratios as derived by Finvox, is given below:

Method of Valuation	HTML DCL	NMW HTMS
	Value per Share (in **)**<br>**Weights**<br>**Value per**<br>**Share (in**<br>) Weights	Value per Share (in **)**<br>**Weights**<br>**Value per**<br>**Share (in**<br>) Weights
Asset Approach - NAV Method	84.53 33.33% 32.56 50%	5.44 50% NA NA
Income Approach - DCF Method	127.69 33.33% NA NA	NA NA 6.44 100%
Market Approach - Market Price Method	17.30 33.33% 14.64 50%	5.31 50% NA NA
Relative Value per equity share	76.51 23.60	5.38 6.44
Exchange Ratio (rounded off)	3.25	14.00 12.00

NA: Not Applicable / Not Applied

The Fair Equity Share Exchange Ratio for the proposed amalgamation of DCL with HTML is as under:

4 (Four) equity shares of HTML of _**2 each fully paid up for every 13 (Thirteen) equity shares of DCL of**_ 2 each fully paid up.

The Fair Equity Share Exchange Ratio for the proposed amalgamation of NMW with HTML is as under:

1 (One) equity shares of HTML of _**2 each fully paid up for every 14 (Fourteen) equity shares of NMW of**_ 10 each fully paid up.

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The Fair Equity Share Exchange Ratio for the proposed amalgamation of HTMS with HTML is as under:

1 (One) equity shares of HTML of _**2 each fully paid up for every 12 (Twelve) equity shares of HTMS of**_ 10 each fully paid up.

OUR OPINION

With reference to details above and based on our examination of Fair Equity Share Exchange Ratio, such other information / undertakings / representation provided by the management of the Companies and their representatives, after analyzing the Proposed Scheme and our independent analysis and evaluation of such information and subject to the exclusions and limitations as mentioned hereinabove, and to the best of our knowledge and belief, the Fair Equity Share Exchange Ratio as recommended by the Independent Valuers in relation the Proposed Scheme, as stated in all three scenarios above in our opinion, is fair and reasonable.

The aforesaid Proposed Scheme shall be subject to the receipt of approvals from NCLT and other statutory authorities as may be required. The detailed terms and conditions are more fully set forth in the Proposed Scheme. Sundae has issued this Fairness Opinion with the understanding the Proposed Scheme shall not be materially altered and the parties hereto agree that the Fairness Opinion shall not stand good in case the final Proposed Scheme alters the transaction.

for Sundae Capital Advisors Private Limited (SEBI Regn. No.: INM000012494)

SOURABH Digitally signed by SOURABH GARG GARG Date: 2021.02.10 08:55:24 +05'30' Sourabh Garg Director

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107

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109

110

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MRKS AND ASSOCIATES

CHARTERED ACCOUNTANTS

The Board of Directors HT Media Limited Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001

Dear Sir(s) / Madam(s),

Sub: Application for “In-principle approval” prior to issue and allotment of (Quantity & Type of Securities) on preferential basis under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

We MRKS And Associates, hereby certify that the minimum issue price for the proposed preferential issue of HT Media Limited, based on the pricing formula prescribed under Regulation 164 / 165 of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 has been worked out at Rs.17.48 (Rupees Seventeen and Paisa forty eight only).

The relevant date for the purpose of said minimum issue price was February 11, 2021.

The workings for arriving at such minimum issue price have been attached Annexure .

For MRKS And Associates Chartered Accountants Firm Registration No. 023711N

Digitally signed KAMAL by KAMAL AHUJA AHUJA Date: 2021.02.11 00:08:39 +05'30'

Kamal Ahuja Partner Membership No. 505788 UDIN : 21505788AAAAGS3227 Place: Delhi Date: February 11, 2021

Branch Office Delhi: 1204, 12[th] Floor, Tower-1, Pearls Omaxe Tower, Netaji Subhash Place, Pitampura, Delhi-110034 Branch Office Gurugram: 216, Tower-2, DLF Corporate Greens, Sector-74A, Gurugram, 122002 Regd Office: QU-35B, Pitam Pura, New Delhi - 110088

Tel: +91-11-47079095 • E-mail : office@mrks.co.in • Website : www.mrks.in

112

Annexure

Calculation of minimum issue price as per prescribed under Chapter V of SEBI (ICDR) Regulations, 2018

Date of Board Meeting	February11,2021
Relevant Date (The same is being issued for the purpose of consideration of the valuation report by the Board Meeting and hence the date of Board Meeting is considered as Relevant Date)	February 11, 2021

• A. Stock Exchange on which the equity shares of HT Media Limited are frequently traded in terms of Regulation 164(5) of the SEBI ICDR Regulations:

Details of equity shares traded on Stock Exchanges during the period from February 01, 2020 to January 31, 2021

Particulars	NSE	BSE
No. of shares traded	3,20,81,680	57,76,704
Number of shares outstandingduringthe aforesaidperiod	23,27,48,314	23,27,48,314
Traded volume(in %age)	13.78%	2.48%
(sourcewww.nseindia.com&www.bseindia.com)

Hence, the equity shares of HT Media Limited are frequently traded on NSE in terms of Regulation 164(5) of the SEBI ICDR Regulations.

• B. Stock Exchange in which the highest trading volume in respect of the equity shares of HT Media Limited has been recorded during the preceding twenty six weeks prior to the relevant date in terms of Explanation to Regulation 164(5) of the SEBI ICDR Regulations:

Particulars	NSE	BSE
No. of shares traded	2,06,26,238	30,47,807
(sourcewww.nseindia.com&www.bseindia.com)

Hence, the calculation of minimum issue price for the equity shares shall be calculated based on the price of equity shares on NSE as contained in Para C below.

• C. The minimum issue price for the proposed preferential issue of Equity Shares by HT Media Limited based on the pricing formula prescribed under Regulation 164(1), Chapter V of the SEBI ICDR Regulations shall be higher of the following:

• (i) Average of weekly high & low of the volume weighted average price (VWAP) of the equity shares of HT Media Limited quoted on the National Stock Exchange of India Limited (“NSE”) during the last twenty six weeks preceding the relevant date (considering relevant date as February 11, 2021)

Week	From	To	**High **	Low	**Average **
1	04-02-2021	10-02-2021	18.10	17.22	17.66
2	28-01-2021	03-02-2021	17.59	16.99	17.29
3	21-01-2021	27-01-2021	17.67	16.66	17.17
4	14-01-2021	20-01-2021	18.32	17.57	17.95
5	07-01-2021	13-01-2021	19.46	18	18.73

2

113

Week	From	To	High	Low	Average
6	31-12-2020	06-01-2021	17.64	15.98	16.81
7	24-12-2020	30-12-2020	15.97	15.69	15.83
8	17-12-2020	23-12-2020	17.22	14.5	15.86
9	10-12-2020	16-12-2020	17.14	14.94	16.04
10	03-12-2020	09-12-2020	15.81	13.9	14.86
11	26-11-2020	02-12-2020	14.21	13.37	13.79
12	19-11-2020	25-11-2020	13.93	13.35	13.64
13	12-11-2020	18-11-2020	13.19	12.53	12.86
14	05-11-2020	11-11-2020	13.38	12.9	13.14
15	29-10-2020	04-11-2020	13.62	13.29	13.46
16	22-10-2020	28-10-2020	14.39	13.62	14.01
17	15-10-2020	21-10-2020	13.61	13	13.31
18	08-10-2020	14-10-2020	14.2	13.87	14.04
19	01-10-2020	07-10-2020	14.5	14.03	14.27
20	24-09-2020	30-09-2020	14.25	13.48	13.87
21	17-09-2020	23-09-2020	14.45	13.81	14.13
22	10-09-2020	16-09-2020	14.88	14.41	14.65
23	03-09-2020	09-09-2020	15.09	14.06	14.58
24	27-08-2020	02-09-2020	16.63	15.31	15.97
25	20-08-2020	26-08-2020	16.45	15.35	15.90
26	13-08-2020	19-08-2020	14.3	12.49	13.40
Average of weekly High and Low of the Volume Weighted Average Price ofpreceding 26 weeks of the Relevant Date					15.12

• (ii) Average of weekly high & low of the volume weighted average price (VWAP) of the equity shares of HT Media Limited quoted on the NSE during the last two weeks preceding the relevant date (considering relevant date as February 11, 2021)

Week	From	To	**High **	Low	**Average **
1	04-02-2021	10-02-2021	18.10	17.22	17.66
2	28-01-2021	03-02-2021	17.59	16.99	17.29
Average of weekly High and Low of the Volume Weighted Average Price ofpreceding last 2 weeks of the Relevant Date					17.48

Applicable Minimum Price as per NSE (Higher of the i or ii)

Average of 26 weeks high low of the VWAP	15.12
Average of 2 weeks high low of the VWAP	17.48
Applicable Minimum Price (Higher of the A or B)	17.48

3

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April 27, 2021

The Listing Department BSE Limited P.J. Towers, Dalal Street Mumbai - 400 001

Sub.: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Scheme of Amalgamation between HT Media Limited (“Transferee Company” or the “Company”) and Digicontent Limited (Transferor Company 1”) and Next Mediaworks Limited (“Transferor Company 2”) and HT Mobile Solutions Limited (“Transferor Company 3”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (“Scheme” and/or “Scheme of Amalgamation”)

Ref.: Submission of "Complaints Report" for a period from February 11, 2021 to April 21, 2021 in the format prescribed at Annexure III of the SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 ("SEBI circular")

Dear Sir/ Madam,

This is in furtherance to our Application under Regulation 37 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, submitted to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), enclosing all documents required under the SEBI circular.

The draft Scheme and the related documents thereon were hosted by your good office, on BSE website viz . www.bseindia.com on March 31, 2021, therefore in furtherance to our aforesaid Application, we are hereby submitting herewith the Complaint Report (enclosed herewith as Annexure I) for a period from February 11, 2021 (i.e. date of approval of the Scheme by the Board of Directors of the Company) to April 21, 2021 as per Annexure Ill of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017.

The Complaints Report will also be uploaded on the website of the Company viz. www.htmedia.in, as per the requirement of the said circular.

It is further requested to kindly take the above on record and issue the necessary “No-Objection” letter with respect to the Scheme of Amalgamation.

Thanking you, Yours faithfully

For HT Media Limited

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Dinesh Mittal Group General Counsel and Company Secretary Encl.: as above

115

Annexure - I

Complaints Report

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchange	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	Not applicable
5.	Number of complaints pending	Not applicable

Part B

Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
	Not Applicable

For HT Media Limited

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Dinesh Mittal Group General Counsel and Company Secretary

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June 18, 2021

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

Trading Symbol: HTMEDIA

Dear Sir,

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Scheme of Amalgamation between HT Media Limited (“Transferee Company” or the “Company”) and Digicontent Limited (Transferor Company 1”) and Next Mediaworks Limited (“Transferor Company 2”) and HT Mobile Solutions Limited (“Transferor Company 3”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (“Scheme” or “Scheme of Amalgamation”)

Ref: Submission of ‘Complaints Report’ for the period from February 11, 2021 to June 14, 2021 in the format prescribed in Annexure III of the SEBI Circular no. CFD/DIL3/CIR/2017/21 dated 10[th] March, 2017 (“SEBI circular”)

This is in further compliance to our Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 submitted to BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’), enclosing all the applicable documents as required under the SEBI circular.

The draft Scheme and the related documents thereon have been hosted by your good office, on NSE website viz . www.nseindia.com on May 24, 2021. In furtherance to the above, we are hereby submitting the Complaint Report (enclosed as Annexure-I) for the period from February 11, 2021 (i.e. date of approval of Scheme by the Board of Directors of the Company) to June 14, 2021 (i.e. till the expiry of 21 days from the date of hosting draft scheme & other documents on NSE website) as per Annexure III of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017.

The Complaints Report will also be uploaded on the Company’s website viz. www.htmedia.in as per the requirement of the said circular.

It is further requested to kindly take the above on record and issue the necessary “No-Objection” letter with respect to the Scheme of Amalgamation.

Thanking you,

Yours faithfully For HT Media Limited

DINESH MITTAL Digitally signed by DINESH MITTAL DN: c=IN, st=Delhi, 2.5.4.20=f0a517aae31821f7d1c6c4bae72f3bff850f57048ce049c2a76579ceb11a166f, postalCode=110092, street=228 3rd floor jagriti enclave, serialNumber=3b8ea030aca58b5c895290ff3776eeba38495f2277e5ca28bf49cc98813d4ad3, o=Personal, cn=DINESH MITTAL, pseudonym=c7c0b39597c7bce51ebd37952444a69b Date: 2021.06.18 14:43:06 +05'30' (Dinesh Mittal) Group General Counsel & Company Secretary

Encl.: As above

117

ANNEXURE - I

Complaints Report

(Status as on June 14, 2021)

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchange	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	Not Applicable
5.	Number of complaints pending	Not Applicable

Part B	Part B	Part B	Part B
Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
Not Applicable

For HT Media Limited

DINESH MITTAL Digitally signed by DINESH MITTAL DN: c=IN, st=Delhi, 2.5.4.20=f0a517aae31821f7d1c6c4bae72f3bff850f57048ce049c2a76579ceb11a166f, postalCode=110092, street=228 3rd floor jagriti enclave, serialNumber=3b8ea030aca58b5c895290ff3776eeba38495f2277e5ca28bf49cc98813d4ad3, o=Personal, cn=DINESH MITTAL, pseudonym=c7c0b39597c7bce51ebd37952444a69b Date: 2021.06.18 14:44:29 +05'30' (Dinesh Mittal) Group General Counsel & Company Secretary

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DIGICONTENT LIMITED

Registered Office: Hindustan Times House (2nd Floor) 18-20, Kasturba Gandhi Marg, New Delhi 110 001, India T : +9111 66561234 F: + 911166561270 W: www.digicontent.co.in E: corporatedept@digicontent.co.in

CIN: L74999DL2017PLC322147

April 27, 2021

To,

BSE Limited P.J. Towers, Dalal Street Mumbai - 400 001

Sub.: Application under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Composite Scheme of Amalgamation between HT Media Limited (“Transferee Company”) and Digicontent Limited (“Transferor Company 1” or the “Company”) and Next Mediaworks Limited (“Transferor Company 2”) and HT Mobile Solutions Limited (“Transferor Company 3”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (“Scheme” and/or “Scheme of Amalgamation”)

Ref.: Submission of "Complaints Report" for the period February 11, 2021 to April 21, 2021 in the format as prescribed under Annexure III of the SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 ("SEBI circular")

Sir/ Madam,

This is in further compliance to our application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 submitted to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) as referred above.

The draft Scheme and the related documents thereon have been hosted by your good office on BSE website viz . www.bseindia.com on March 31, 2021. In furtherance to above, we hereby submit the Complaint Report (enclosed as Annexure – I) for the period February 11, 2021 (i.e. date of approval of the draft Scheme by the Board of Directors of the Company) to April 21, 2021 as per Annexure III of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017.

The Complaint Report will also be uploaded on the website of the Company viz . www.digicontent.co.in, as per the requirement of the SEBI circular.

Kindly take the above on record and do the needful please.

Thanking you,

Yours sincerely

For Digicontent Limited

VIKAS Digitally signed by VIKAS PRAKASH PRAKASH Date: 2021.04.27 22:31:13 +05'30' Vikas Prakash Company Secretary

Encl.: as above

119

Annexure - I

Format for Complaints Report

(Status as on April 21, 2021)

Part A

==> picture [447 x 160] intentionally omitted <==

----- Start of picture text -----

Sr. Particulars Number
No.
1. Number of complaints received directly 12
2. Number of complaints forwarded by Stock Exchange Nil
3. Total Number of complaints/comments received (1+2) 12
4. Number of complaints resolved 8
5. Number of complaints pending 4
----- End of picture text -----

Part B

==> picture [447 x 461] intentionally omitted <==

----- Start of picture text -----

Sr. Name of complainant Date of complaint Status (Resolved/Pending)
No.
1. Mr. Porinju Veliyath February 15, 2021 Resolved
2. Mr. Ajay B Patil along February 15, 2021 Resolved
with Ms. Nisha Patil
3. Mr. Ajay B Patil February 19, 2021 Resolved
4. Mr. Gajesh Abani February 16, 2021 Pending
The Company has suitably replied to the
queries/ complaint received from the
shareholder, last reply was given on
April 20, 2021. Thereafter, the Company
has received a follow-up e-mail from the
shareholder on April 21, 2021.
5. Mr. Sridhar Reddy February 19, 2021 Pending
The Company has suitably replied to the
queries/ complaint received from the
shareholder, last reply was given on
April 21, 2021. Thereafter, the Company
has received a follow-up e-mail from the
shareholder on April 21, 2021.
6. Mr. Manoj Bagadia April 03, 2021 Resolved
7. Mr. Santaji Ware April 04, 2021 Resolved
8. Karma Capital April 06, 2021 Resolved
Advisors Pvt. Ltd.
9. Mr. Basawaraj April 09, 2021 Resolved
Somashetti
10. Mr. Sunij Bachubhai April 19, 2021 Resolved
Shah
11. Ms. Sejal S. Shah April 20, 2021 Pending
----- End of picture text -----*

120

12.	Ms. Nisha Ajay Patil	April 16, 2021	Pending The Company has suitably replied to the queries/ complaint received from the shareholder on April 20, 2021. Thereafter, the Company has received a follow-up e-mail from the shareholder on April 21,2021.*

* The response has been sent to the shareholder(s), as on date of this report.

For Digicontent Limited

VIKAS Digitally signed by VIKAS PRAKASH PRAKASH Date: 2021.04.27 22:31:31 +05'30' Vikas Prakash Company Secretary

121

June 18, 2021

==> picture [425 x 74] intentionally omitted <==

To,

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

Sub.: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Composite Scheme of Amalgamation between HT Media Limited (“Transferee Company”) and Digicontent Limited (Transferor Company 1” or the “Company”) and Next Mediaworks Limited (“Transferor Company 2”) and HT Mobile Solutions Limited (“Transferor Company 3”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (“Scheme” and/or “Scheme of Amalgamation”)

Ref.: Submission of "Complaints Report" for the period February 11, 2021 to June 14, 2021 in the format prescribed at Annexure III of the SEBI Circular no. CFD/DIL3/CIR/2017/21 dated 10[th] March, 2017 ("SEBI circular")

Sir/ Madam,

This is in further compliance to our Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 submitted to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), enclosing all the applicable documents as required under the above referred SEBI circular.

The draft Scheme and the related documents thereon have been hosted by your good office, on NSE website viz . www.nseindia.com on May 24, 2021. In furtherance to above, we are hereby submitting the Complaint Report (enclosed as Annexure-I) for the period from February 11, 2021 (i.e. date of approval of Scheme by the Board of Directors of the Company) to June 14, 2021 (i.e. till the expiry of 21 days from the date of hosting draft scheme & other documents on NSE website) as per SEBI circular.

The Complaints Report will also be uploaded on the Company’s website viz . www.digicontent.co.in as per the requirement of the SEBI circular.

It is further requested to kindly take the above on record and issue the necessary “NoObjection” letter with respect to the Scheme of Amalgamation.

Thanking you,

Yours faithfully

For Digicontent Limited

Digitally signed VIKAS by VIKAS PRAKASH PRAKASH Date: 2021.06.18 20:55:33 +05'30' Vikas Prakash Company Secretary

Encl.: As above

122

Annexure - I

Complaints Report

(Status as on June 14, 2021)

Part A

==> picture [436 x 120] intentionally omitted <==

----- Start of picture text -----

Sr. No. Particulars Number
1. Number of complaints received directly 13
2. Number of complaints forwarded by Stock Exchange Nil
3. Total Number of complaints/comments received (1+2) 13
4. Number of complaints resolved 12
5. Number of complaints pending 1
----- End of picture text -----*

Part B

==> picture [434 x 390] intentionally omitted <==

----- Start of picture text -----

Sr. No. Name of complainant Date of complaint Status (Resolved/Pending)
1. Mr. Porinju Veliyath February 15, 2021 Resolved
2. Mr. Ajay B Patil along with February 15, 2021 Resolved
Ms. Nisha Patil
3. Mr. Ajay B Patil February 19, 2021 Resolved
4. Mr. Gajesh Abani February 16, 2021 Resolved
5. Mr. Sridhar Reddy February 19, 2021 Pending
Company has suitably
replied to the queries/
complaint received from the
shareholder, last reply was
given on June 5, 2021.
Thereafter, the Company has
received a follow-up e-mail
from the shareholder on June
11, 2021.
6. Mr. Manoj Bagadia April 03, 2021 Resolved
7. Mr. Santaji Ware April 04, 2021 Resolved
8. Karma Capital Advisors Pvt. April 06, 2021 Resolved
Ltd.
9. Mr. Basawaraj Somashetti April 09, 2021 Resolved
10. Mr. Sunij Bachubhai Shah April 19, 2021 Resolved
11. Ms. Sejal S. Shah April 20, 2021 Resolved
12. Ms. Nisha Ajay Patil April 16, 2021 Resolved
13. Mr. Bhimavarapu Bharathreddy May 10, 2021 Resolved
----- End of picture text -----*

• The response has been sent to the shareholder on June 17, 2021.

For Digicontent Limited

Digitally signed VIKAS by VIKAS PRAKASH PRAKASH Date: 2021.06.18 20:55:55 +05'30' Vikas Prakash Company Secretary

123

==> picture [218 x 64] intentionally omitted <==

==> picture [95 x 37] intentionally omitted <==

April 27, 2021

The Listing Department BSE Limited P.J. Towers, Dalal Street Mumbai - 400 001

Sub.: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Scheme of Amalgamation between HT Media Limited (“Transferee Company”) and Digicontent Limited (Transferor Company 1”) and Next Mediaworks Limited (“Transferor Company 2” or the “Company”) and HT Mobile Solutions Limited (“Transferor Company 3”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (“Scheme” and/or “Scheme of Amalgamation”)

Ref.: Submission of "Complaints Report" for the period from February 11, 2021 to April 21, 2021 in the format prescribed at Annexure III of the SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 ("SEBI circular")

Dear Sir/ Madam,

This is in furtherance to our Application under Regulation 37 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, submitted to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), enclosing all the applicable documents as required under the SEBI circular.

The draft Scheme and the related documents thereon were hosted by your good authority, on BSE website viz . www.bseindia.com on March 31, 2021, therefore in furtherance to our aforesaid Application, we are hereby submitting the Complaint Report (enclosed herewith as Annexure I) for the period from February 11, 2021 (i.e. date of approval of Scheme by the Board of Directors of the Company) to April 21, 2021 as per Annexure III of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017.

The Complaints Report will also be uploaded on the website of the Company viz. www.nextmediaworks.com as per the requirement of the said circular.

It is further requested to kindly take the above on record and issue the necessary “No-Objection” letter with respect to the Scheme of Amalgamation.

Thanking you, Yours faithfully,

For Next Mediaworks Limited

DIKSHA Digitally signed by DIKSHA SINGH SINGH Date: 2021.04.27 20:53:07 +05'30' Diksha Singh Company Secretary

Encl.: as above

==> picture [430 x 62] intentionally omitted <==

124

Annexure - I

Complaints Report

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	Nil
2.	Number of complaints forwarded by Stock Exchange	Nil
3.	Total Number of complaints/comments received (1+2)	Nil
4.	Number of complaints resolved	Not applicable
5.	Number of complaints pending	Not applicable

Part B

Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
	Not applicable

For Next Mediaworks Limited

DIKSHA Digitally signed by DIKSHA SINGH Date: 2021.04.27 SINGH 20:53:33 +05'30' Diksha Singh Company Secretary

125

June 18, 2021

==> picture [266 x 83] intentionally omitted <==

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

Trading Symbol: NEXTMEDIA

Sir/ Madam,

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed Scheme of Amalgamation between HT Media Limited (“Transferee Company”) and Digicontent Limited (Transferor Company 1”) and Next Mediaworks Limited (“Transferor Company 2” or the “Company”) and HT Mobile Solutions Limited (“Transferor Company 3”) and their respective shareholders and creditors under sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (“Scheme” or “Scheme of Amalgamation”) Ref: Submission of ‘Complaints Report’ for the period from February 11, 2021 to June 14, 2021 in the format prescribed in Annexure III of the SEBI Circular no. CFD/DIL3/CIR/2017/21 dated 10[th] March, 2017 (“SEBI circular”)

This is in further compliance to our Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 submitted to BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’), enclosing all the applicable documents as required under the SEBI circular.

The draft Scheme and the related documents thereon have been hosted by your good office, on NSE website viz . www.nseindia.com on May 24, 2021. In furtherance to the above, we are hereby submitting the Complaint Report (enclosed as Annexure-I) for the period from February 11, 2021 (i.e. date of approval of Scheme by the Board of Directors of the Company) to June 14, 2021 (i.e. till the expiry of 21 days from the date of hosting draft scheme & other documents on NSE website) as per Annexure III of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017.

The Complaints Report will also be uploaded on the Company’s website viz. www.nextmediaworks.com as per the requirement of the said circular.

It is further requested to kindly take the above on record and issue the necessary “No-Objection” letter with respect to the Scheme of Amalgamation.

Thanking you,

Yours faithfully

For Next Mediaworks Limited

DIKSHA Digitally signed by DIKSHA SINGH Date: 2021.06.18 SINGH 15:13:13 +05'30' (Diksha Singh) Company Secretary Encl.: As above

126

investor.communication@radioone.in

ANNEXURE - I

Complaints Report

(Status as on June 14, 2021)

	Part A	Part A	Part A
Sr. No.	Particulars			Number
1.	Number of complaints received directly			Nil
2.	Number of complaints forwarded by Stock Exchange			Nil
3.	Total Number of complaints/comments received (1+2)			Nil
4.	Number of complaints resolved			Not Applicable
5.	Number of complaints pending			Not Applicable
	Part B
Sr. No.	Name of complainant	Date of complaint	Status (Resolved/Pending)
	Not Applicable

For Next Mediaworks Limited

Digitally signed DIKSHA by DIKSHA SINGH SINGH Date: 2021.06.18 15:13:45 +05'30' (Diksha Singh) Company Secretary

127

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

==> picture [79 x 33] intentionally omitted <==

==> picture [112 x 54] intentionally omitted <==

DCS/AMAL/PB/R37/2040/2021-22 “E-Letter” The Company Secretary, HT MEDIA LTD.

August 13, 2021

Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi, Delhi, 110001

Sir,

Sub: Observation letter regarding Draft Composite Scheme of Amalgamation between Digicontent Limited, Next Mediaworks Limited, HT Mobile Solutions Limited with HT MEDIA Limited and their respective shareholders and creditors.

We are in receipt of the Draft Composite Scheme of Amalgamation of HT MEDIA Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated August 13, 2021 has inter alia given the following comment(s) on the draft scheme of Arrangement:

• “Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchanges, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”

• “Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”

• “Company shall duly comply with various provisions of the Circular.”

• “The entities involved in the Scheme shall duly comply with various provisions of the Circular.”

• “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."

• “It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.

• To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

• To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

128

BSE - PUBLIC

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/-

Rupal Khandelwal Assistant General Manager

129

BSE - PUBLIC

==> picture [452 x 106] intentionally omitted <==

Ref: NSE/LIST/26258_III

August 16, 2021

The Company Secretary HT Media Limited Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110001

Kind Attn.: Mr. Dinesh Mittal

Dear Sir,

Sub: Observation Letter for Draft Composite Scheme of Amalgamation between Digicontent Limited, Next Mediaworks Limited, HT Mobile Solutions Limited, HT Media Limited and their respective shareholders and creditors

We are in receipt of the Draft Composite Scheme of Amalgamation between Digicontent Limited (“Transferor Company 1”), Next Mediaworks Limited (“Transferor Company 2”), HT Mobile Solutions Limited (“Transferor Company 3”), HT Media Limited ("Transferee Company") and their respective shareholders and creditors vide application dated March 03, 2021.

Based on our letter reference no Ref: NSE/LIST/26258 submitted to SEBI and pursuant to SEBI Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 („Circular‟), kindly find following comments on the draft scheme:

• a. The Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.

• b. No changes to the draft scheme except those mandated by the regulators/authorities/tribunals shall be made without specific written consent of SEBI.

• c. The Company shall duly comply with various provisions of the Circular.

• d. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.

• e. It is to be noted that the petitions are being filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under Section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

==> picture [452 x 42] intentionally omitted <==

130

Continuation Sheet

==> picture [293 x 71] intentionally omitted <==

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the Scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the Circular.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “Noobjection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from August 16, 2021 within which the scheme shall be submitted to NCLT.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Harshad Dharod Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

==> picture [452 x 42] intentionally omitted <==

131

==> picture [80 x 39] intentionally omitted <==

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

==> picture [112 x 54] intentionally omitted <==

DCS/AMAL/PB/R37/2041/2021-22 “E-Letter”

August 13, 2021

The Company Secretary, Digicontent Limited.

18-20, Hindustan Times House, 2nd Floor, Kasturba Gandhi Marg, New Delhi, Delhi, 110001

Sir,

Sub: Observation letter regarding Draft Composite Scheme of Amalgamation between Digicontent Limited, Next Mediaworks Limited, HT Mobile Solutions Limited with HT MEDIA Limited and their respective shareholders and creditors.

We are in receipt of the Draft Composite Scheme of Amalgamation of Digicontent Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated August 13, 2021 has inter alia given the following comment(s) on the draft scheme of Arrangement:

• “Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchanges, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”

• “Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”

• “Company shall duly comply with various provisions of the Circular.”

• “The entities involved in the Scheme shall duly comply with various provisions of the Circular.”

• “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."

• “It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.

• To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

• To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted

132

BSE - PUBLIC

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/-

Rupal Khandelwal Assistant General Manager

133

BSE - PUBLIC

==> picture [452 x 106] intentionally omitted <==

Ref: NSE/LIST/26284_III

August 16, 2021

The Company Secretary Digicontent Limited 2[nd] Floor, Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi -110001

Kind Attn.: Mr. Vikas Prakash

Dear Sir,

Sub: Observation Letter for Draft Composite Scheme of Amalgamation between Digicontent Limited, Next Mediaworks Limited, HT Mobile Solutions Limited, HT Media Limited and their respective shareholders and creditors

We are in receipt of the Draft Composite Scheme of Amalgamation between Digicontent Limited (“Transferor Company 1”), Next Mediaworks Limited (“Transferor Company 2”), HT Mobile Solutions Limited (“Transferor Company 3”), HT Media Limited ("Transferee Company") and their respective shareholders and creditors vide application dated March 05, 2021.

Based on our letter reference no Ref: NSE/LIST/26284 submitted to SEBI and pursuant to SEBI Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 („Circular‟), kindly find following comments on the draft scheme:

• a. The Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.

• b. No changes to the draft scheme except those mandated by the regulators/authorities/tribunals shall be made without specific written consent of SEBI.

• c. The Company shall duly comply with various provisions of the Circular.

• d. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.

• e. It is to be noted that the petitions are being filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under Section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

==> picture [452 x 42] intentionally omitted <==

134

Continuation Sheet

==> picture [293 x 71] intentionally omitted <==

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the Scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the Circular.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “Noobjection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from August 16, 2021 within which the scheme shall be submitted to NCLT.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Harshad Dharod Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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135

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

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DCS/AMAL/PB/R37/2042/2021-22 “E-Letter”

August 13, 2021

The Company Secretary,

NEXT MEDIAWORKS LTD.

Unit 701 A, 7th floor, Tower - 2, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai, Maharashtra, 400013

Sir,

Sub: Observation letter regarding Draft Composite Scheme of Amalgamation between Digicontent Limited, Next Mediaworks Limited, HT Mobile Solutions Limited with HT MEDIA Limited and their respective shareholders and creditors.

We are in receipt of the Draft Composite Scheme of Amalgamation of NEXT MEDIAWORKS LTD as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated August 13, 2021 has inter alia given the following comment(s) on the draft scheme of Arrangement:

• “Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchanges, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”

• “Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”

• “Company shall duly comply with various provisions of the Circular.”

• “The entities involved in the Scheme shall duly comply with various provisions of the Circular.”

• “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."

• “It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.

• To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

• To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

136

BSE - PUBLIC

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/-

Rupal Khandelwal Assistant General Manager

137

BSE - PUBLIC

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Ref: NSE/LIST/26263_III

August 16, 2021

The Company Secretary Next Mediaworks Limited Unit 701 A, 7th Floor, Tower 2, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400013

Kind Attn.: Ms. Diksha Singh

Dear Madam,

Sub: Observation Letter for Draft Composite Scheme of Amalgamation between Digicontent Limited, Next Mediaworks Limited, HT Mobile Solutions Limited, HT Media Limited and their respective shareholders and creditors

We are in receipt of the Draft Composite Scheme of Amalgamation between Digicontent Limited (“Transferor Company 1”), Next Mediaworks Limited (“Transferor Company 2”), HT Mobile Solutions Limited (“Transferor Company 3”), HT Media Limited ("Transferee Company") and their respective shareholders and creditors vide application dated March 03, 2021.

Based on our letter reference no Ref: NSE/LIST/26263 submitted to SEBI and pursuant to SEBI Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 („Circular‟), kindly find following comments on the draft scheme:

• a. The Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.

• b. No changes to the draft scheme except those mandated by the regulators/authorities/tribunals shall be made without specific written consent of SEBI.

• c. The Company shall duly comply with various provisions of the Circular.

• d. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.

• e. It is to be noted that the petitions are being filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under Section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

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138

Continuation Sheet

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It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the Scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the Circular.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “Noobjection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from August 16, 2021 within which the scheme shall be submitted to NCLT.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Harshad Dharod Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

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Ref: 



BSE Limited   MUMBAI 400 001

The National Stock Exchange of India Limited   Mumbai 400 051

Scrip Code: 532662

Trading Symbol: HTMEDIA



Sub: Intimation of outcome of the Board Meeting held on 29[th] October, 2021 and disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations

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 []  inter-alia  

•   []   (enclosed herewith) 

•    (enclosed herewith) 







 HT Media Limited

(Dinesh Mittal) Group General Counsel & Company Secretary

Encl: As above

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Ref 



National Stock Exchange of India Limited   Mumbai- 400051

BSE Limited []   Mumbai - 400001

Trading Symbol: NEXTMEDIA

Scrip Code: 532416



Sub: Intimation of outcome of the Board Meeting held on 26[th] October, 2021 and disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure

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 []  inter-alia 

•   []  (enclosed herewith).

•   (enclosed herewith).







 Next Mediaworks Limited

(Diksha Singh) Company Secretary

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Encl.: As above

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investor.communication@radioone.in

B S R and Associates

Chartered Accountants

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

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

To

Board of Directors of Next Mediaworks Limited

1. We have reviewed the accompanying Statement of unaudited standalone financial results of Next Mediaworks Limited for the quarter ended 30 September 2021 and year to date results for the period from 1 April 2021 to 30 September 2021 (“the Statement”).

2. This Statement, which is the responsibility of the Company’s management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “ Interim Financial Reporting ” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Our responsibility is to issue a report on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

For B S R and Associates Chartered Accountants

Firm Registration Number: - 128901W

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Place: Gurugram Date: 26 October 2021

David Jones Partner

Membership No.:098113 UDIN: 21098113AAAAAV1410

Principal Office:

14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai – 400063, India

187

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191

B S R and Associates

Chartered Accountants

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

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

To

Board of Directors of Next Mediaworks Limited

1. We have reviewed the accompanying Statement of unaudited consolidated financial results of Next Mediaworks Limited (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”), for the quarter ended 30 September 2021 and the year to date results for the period from 1 April 2021 to 30 September 2021(“the Statement”), being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’).

2. This Statement, which is the responsibility of the Parent’s management and approved by the Parent’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “ Interim Financial Reporting ” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

1. The Statement includes the results of the following entities:

Parent Company

• a. Next Mediaworks Limited

Subsidiaries

• b. Next Radio Limited

• c. Syngience Broadcast Ahmedabad Limited

• Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review report of the other auditor referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

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Principal Office: 14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai – 400063, India

192

B S R and Associates

1. We did not review the interim financial results of one subsidiary included in the Statement, whose interim financial results reflect total assets (before consolidation adjustment) of Rs 204 Lakhs as at 30 September 2021, total revenues (before consolidation adjustments) of Rs 4 Lakhs and Rs 8 Lakhs, total net profit after tax (before consolidation adjustments) of Rs 3 Lakhs and Rs 7 Lakhs and total comprehensive income (before consolidation adjustments) of Rs 3 Lakhs and Rs 7 Lakhs for the quarter ended 30 September 2021 and for the period from 1 April 2021 to 30 September 2021 respectively and cash flows (net) of Rs 0.2 Lakhs for the period from 1 April 2021 to 30 September 2021, as considered in the Statement, which have been reviewed by other auditor. The other auditor report on financial results have been furnished to us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of the subsidiary is based solely on the reports of the other auditor and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of the above matter.

For B S R and Associates Chartered Accountants Firm Registration Number: - 128901W

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Place: Gurugram Date: 26 October 2021

David Jones Partner Membership No.:098113 UDIN: 21098113AAAAAW9598

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196

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197

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HT	Mobile Solutions Limited
Balance sheet as at September 30, 2021
				As at		As at
Particulars		Notes	September 30,		2021	March 31, 2021
				INR Lakhs		INR Lakhs
I	ASSETS
1)	Non-current assets
	(a) Property, plant and equipment	3			6	7
	(c) Intangible assets	4			1	1
	(d) Financial assets
	(i) Investments	5A			181	147
	(ii) Loans	5B			-	1,121
	(iii) Other financial assets	5C			-	40
	(e) Deferred tax assets (net)	16			817	875
	(f)Income tax assets(net)	6			108	87
	Total Non- current assets				1,113	2,278
2)	Current assets
	(a) Financial assets
	(i) Trade receivables	7A			491	448
	(ii) Cash and cash equivalents	7B			449	916
	(iii) Loans	5B			-	449
	(iv) Other financial assets	5C			8	44
	(b)Other current assets	8			1,015	668
	Total current assets				1,963	2,525
	TOTAL ASSETS				3,076	4,803
II	EQUITY AND LIABILITIES
1)	Equity
	(a) Equity share capital	9			5,042	3,546
	(b) Shares pending issuance (net)	9			-	1,496
	(c)Other equity	10			(4,418)	(4,589)
	Total equity				624	453
2)	Liabilities
	Non-current liabilities
	(a) Financial liabilities
	(i) Borrowings	11			542	2,392
	(ii) Other financial liabilities	12B			450	423
	(b)Provisions	13			8	7
	Total Non-current liabilities				1,000	2,822
	Current liabilities
	(a) Financial liabilities
	(i) Trade payables
	a) Total outstanding dues of micro enterprises
	and small enterprises	12A			-	111
	b) Total outstanding dues of creditors other than
	micro enterprises and small enterprises	12A			1,335	1,247
	(ii) Other financial liabilities	12B			81	116
	(b) Other current liabilities	15			15	35
	(c) Contract liabilities	14			18	17
	(d)Provisions	13			3	2
	Total current liabilities				1,452	1,528
	Total liabilities				2,452	4,350
	TOTAL EQUITY AND LIABILITIES				3,076	4,803
	See accompanying notes to the financial statements.
					For HT Mobile Solutions Limited
		               				      
	Place: New Delhi		Piyush Gupta			Sandeep Rao
	Date:		Director			Director
			(DIN:	03155591)		(DIN: 08711910)

198

HT M	obile Solutions Limited
State	ment of Profit and Loss for the period ended September 30, 2021
Pa	rticulars Notes	Period ended Year ended September 30, 2021 March 31, 2021
		INR Lakhs
I a) b) II a) b) c) d) e) III IV V VI VII VIII IX X XI	Income Revenue from operations 17 Other income 18 Total income Expenses Cost of services rendered (mobile and music content) Employee benefits expense 19 Finance costs 20 Depreciation and amortization expense 21 Other expenses 22 Total expenses Profit before exceptional items and tax (I-II) Exceptional items loss Profit before tax (III-IV) Earnings before interest, tax, depreciation and amortization (EBITDA) [V+II(c)+II(d)] Tax expense: (1) Current tax (2) Deferred tax charge/(credit) (3) Adjustment of tax relating to earlier periods - Deferred tax (4) Adjustment of tax relating to earlier periods - Current tax charge/(credit) Total tax expense/(credit) Profit for the period (VI-VII) OTHER COMPREHENSIVE INCOME 23 Items that will not to be reclassified subsequently to profit or loss Remeasurement of defined benefit plans - Income tax effect Other comprehensive income for the period, net of tax Total Comprehensive income for the period, net of tax (VIII+IX) Earnings/Loss per equity share (basic and diluted) (INR) 24
		2,309 3,458
		87 461
		2,396 3,919
		1,977 2,933
		58 112
		102 345
		1 9
		30 373
		2,168 3,772
		228 147
		- -
		228 147
		331 501
		- -
		57 (389)
		- 16
		- (1)
		57(374)
		171 521
		- - - -
		- -
		171 521
		0.34 1.03
		(Not annualised)
	See accompanying notes to the financial statements.
	0 0	For HT Mobile Solutions Limited
	0                     
	Place: New Delhi Piyush Gupta Sandeep Rao Date: Director Director (DIN: 03155591) (DIN: 08711910)

199

HT Mobile Solutions Limited Notes forming part of financial statements for period ended September 30, 2021

1. Corporate information

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incorporated under the provisions of the Companies Act applicable in India to carry out mobile marketing, social media marketing, advertising, mobile CRM and loyalty campaigns, mobile music content and ring tones and integrates with other media campaigns and strategies.

The registered office of the Company is located at Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi-110001.

2. Significant accounting policies followed by the company

2.1 Basis of preparation

The Special purpose financial information for the period April 1, 2021 to September 30, 2021 have been prepared in accordance with recognition and measurement principles of Standards) Rules, 2015 (as amended) under Section 133 of the Companies Act 2013 (the

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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 approved by the Board of Directors of respective companies at their meeting held on February 11, 2021, subject to requisite approval(s). 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 on September 08, 2021 and September 13, 2021 respectively. The special purpose financial information of the Company has been prepared for the purpose of filing with NCLT in relation to proposed merger scheme.

The accounting policies are applied consistently to all the periods presented in the financial statements.

The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value:

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• Defined benefit plans - plan assets measured at fair value;

• Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments),

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functional currency. All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

200

HT Mobile Solutions Limited Notes forming part of financial statements for period ended September 30, 2021

2.2 Summary of significant accounting policies

a) Current versus non- current classification

The Company presents assets and liabilities in the balance sheet based on current and noncurrent classification. An asset is treated as current when it is:

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• Expected to be realised or intended to sold or consumed in normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within twelve months after the reporting period, or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

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• It is expected to be settled in normal operating cycle

• It is held primarily for the purpose of trading

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the display of advertisement on website and delivery of content and their realization in cash and cash equivalent. The Company has identified 12 months as its operating cycle.

b) Business combinations - common control transactions

Common control business combination means a business combination involving entities or businesses in which all the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory.

Common control business combination are accounted for using the pooling of interests method as follows:

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• made to reflect fair values, or recognise any new assets or liabilities.

• Adjustments are only made to harmonise accounting policies.

• The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. However, where the business combination had occurred after that date, the prior period information is restated only from that date.

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• The balance of the retained earnings appearing in the financial statements of the transferor is aggregated with the corresponding balance appearing in the financial statements of the transferee or is adjusted against general reserve.

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• The identity of the reserves are preserved and the reserves of the transferor become the reserves of the transferee.

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• The difference, if any, between the amounts recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve and is presented separately from other capital reserves

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201

HT Mobile Solutions Limited Notes forming part of financial statements for period ended September 30, 2021

c) Foreign currencies

Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Company uses an average rate if the average approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Exchange differences arising on the settlement of monetary items or on restatement of the recorded during the period, or reported in previous financial statements, are recognized as income or as expenses in the period in which they arise.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

d) Fair value measurement

The Company measures certain financial instruments such as investments at fair value at each reporting/ balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

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• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a nonability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

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• Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 Valuation techniques for which inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

• Level 3 Valuation techniques for which inputs are unobservable inputs for the asset or liability

202

HT Mobile Solutions Limited Notes forming part of financial statements for period ended September 30, 2021

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

e) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured based on the transaction price, which is the consideration, adjusted for allowances, trade discounts, volume rebates, if any, as specified in the contract with the customer. Revenue excludes taxes collected from customers. The Company has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks.

Goods and Service tax / Service tax is not received by the Company on its own account. Accordingly, it is excluded from revenue.

Contract asset and unbilled receivables

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the Company has transferred to a customer when that right is conditioned on something other than the passage of time.

When there is unconditional right to receive cash, and only passage of time is required to do invoicing, the same is presented as unbilled receivable.

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Company transfers the related goods or services and the Company is under an obligation to provide only the goods or services under the contract. Contract liabilities are recognised as revenue when the Company performs under the contract. (i.e., transfers control of the related goods or services to the customer).

The specific recognition criteria described below must also be met before revenue is recognised.

Revenue from services

Revenue from services is recognised basis music and video content monetised during the month through various publishers (websites).

Revenue from SMS pushes/voice calls

Revenue is recognised after the delivery of SMS pushes/voice calls.

Revenue from Content

Revenue is recognised basis of log records of operators.

Revenue from Digital Services/Social Media

Revenue from social media is recognised based on actual output delivered in a month to the client as per the terms of the RO/email from client/agreement.

203

HT Mobile Solutions Limited Notes forming part of financial statements for period ended September 30, 2021

Revenue from tuition, examination, content and admission fees : Revenue from tuition, examination and content fees is recognized over the period of the completion of the course offered.

Interest income

Interest income is recorded using the effective interest rate (ElR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in other income in the statement of profit and loss.

f) Taxes

Current income tax

Tax expense is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Appendix C to Ind AS 12, Income Taxes dealing with accounting for uncertainty over income tax treatments does not have any material impact on financial statements of the Company.

Deferred tax

Deferred tax is provided considering temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences except: liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

204

HT Mobile Solutions Limited Notes forming part of financial statements for period ended September 30, 2021

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and associates, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

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the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

GST / value added taxes paid on acquisition of assets or on incurring expenses

Expenses and assets are recognised net of the amount of sales tax / value added taxes/ goods and service tax paid, except:

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• When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable

• When receivables and payables are stated with the amount of tax included

The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

205

HT Mobile Solutions Limited Notes forming part of financial statements for period ended September 30, 2021

g) Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met.

Cost comprises the purchase price, borrowing costs (if any) if capitalization criteria are met and any directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Recognition:

The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if:

• a) it is probable that future economic benefits associated with the item will flow to the entity;

• and

• b) the cost of the item can be measured reliably.

All other expenses on existing assets, including day-to day- repairs and maintenance expenditure and cost of replacing arts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

Depreciation on property, plant and equipment is provided on a Straight Line Method over its economic useful lives of the assets as follows:

Type of asset	Useful lives estimated by management(Years)
Generalplant andmachinery	3 6
Furniture andfixtures	2-10
Leaseholdimprovements	amortized overthelease period

The Company, based on technical assessment made by the management every year, depreciates certain plant and machinery over estimated useful lives which are different from the useful life prescribed in Schedule ll to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Property, Plant and Equipment which are added/disposed off during the year, depreciation is provided on pro-rata basis with reference to the month of addition/deletion.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

Subsequent expenditure can be capitalised only if it is probable that future economic benefits associated with the expenditure will flow to the company.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

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h) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the Statement of Profit and Loss.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually either individually or at the cash generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the income statement when the asset is derecognized.

Intangible assets with finite lives are amortised on straight line basis using the estimated life as follows:

Intangible Assets	Useful Life(in Years)
Software Licenses	6

i) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

j) Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is

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• disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by air value indicators.

The Company bases its impairment calculation on detailed budgets and forecast individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used.

Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit and loss.

An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Statement of Profit or Loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

k) Employee benefits

Short term employee benefits and defined contribution plans:

All employee benefits payable/available within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages and bonus etc. are recognised in the statement of profit and loss in the period in which the employee renders the related service.

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund. The

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Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

Gratuity

Gratuity is a defined benefit scheme. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained s through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of:

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• The date of the plan amendment or curtailment, and

• The date that the Company recognises related restructuring cost

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

The Company recognises the following changes in the net defined benefit obligation as an expense in the Statement of profit and loss:

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• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

• Net interest expense or income

Termination benefits

Termination benefits are payable when employment is terminated by the company before the normal retirement date. The Company recognises termination benefits at the earlier of the following dates: (a) when the Company can no longer withdraw the offer of those benefits; and (b) when the Company recognises costs for a restructuring that is within the scope of Ind AS 37 and involves the payment of terminations benefits. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

Compensated Absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Company treats leaves expected to be carried forward for measurement purposes. Such compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred. The Company presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where Company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non- current liability.

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l) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets (Other than trade receivable which is recognised at transaction price as per Ind AS 115) are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Equity investments

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind-AS 103 applies are Ind-AS classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on Initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Profit and loss.

Subsequent measurement

For purposes of subsequent measurement, Debt instruments are measured at amortised cost.

A 'debt instrument' is measured at the amortised cost if both the following conditions are met:

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• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

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• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of balance sheet) when:

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• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a -through' arrangement; and either (a) the Company has

• transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortised cost e.g. loans, debt securities, deposits, trade receivables and bank balance

b) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Indl revenue receivables' in these financial statements).

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• Trade receivables or unbilled receivables;

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for

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forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss. This amount is reflected under the head us financial instruments is described below:

[ Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount. For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

The Company does not have any purchased or originated credit-impaired (POCI) financial assets, i.e., financial assets which are credit impaired on purchase/ origination.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of and payables, net of directly attributable transaction costs.

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mainly include trade and other payables.

Subsequent measurement

Trade and other payables are subsequently measured at amortised cost using the effective interest method.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit or Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

m) Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

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Company as a lessee

The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.

The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The Company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss.

The Company has elected not to apply the requirements of Ind AS 116 to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.

As a practical expedient a lessee (the company) has elected, by class of underlying asset, not to separate lease components from any associated non-lease components. A lessee (the company) accounts for the lease component and the associated non-lease components as a single lease component.

Company as a lessor

At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight- line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant

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n) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and shortterm deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalent consists of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are Cash flows from operating activities are being prepared as per the Indirect method mentioned in Ind AS 7.

o) Measurement of EBITDA

The Company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The company measures EBITDA on the basis of profit/ (loss) from continuing operations. In its measurement, the Company does not include depreciation and amortization expense, finance costs and tax expense .

p) Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements. Contingent assets are only disclosed when it is probable that the economic benefits will flow to the entity.

q) Earnings Per Share

Basic earnings per share

Basic earnings per share are calculated by dividing:

-the profit attributable to equity holders of the Company

-by the weighted average number of equity shares outstanding during the financial period, adjusted for bonus elements in equity shares issued during the period and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• The after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

• The weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

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r) Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. The Company has availed option under Ind-AS 101, to apply intrinsic value method to the options already vested before the date of transition and applied Ind-AS 102 Share-based payment to equity instruments that remain unvested as of transition date.

That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the f the number of equity instruments that will ultimately vest. The Statement of Profit and Loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed r of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

2.3 Significant accounting judgments, estimates and assumptions

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judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The areas involving critical estimates or judgment are as below:

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the long-term nature and complexity of existing contractual

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agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax assessments and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Companies.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Share Based Payment

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.

Defined benefit plans

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

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Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and market conditions as well as forward looking estimates at the end of each reporting period.

Impairment of Non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent markets transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

217

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 3 : Property, plant and equipment	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 3 : Property, plant and equipment	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 3 : Property, plant and equipment	(INR Lakhs)	(INR Lakhs)	(INR Lakhs)	(INR Lakhs)
Particulars	Improvement to leasehold premises	Plant and machinery	Furniture and fixtures	Office Equipments	Total	Capital Work in Progress
As at April 1, 2020	392	134	8	61	595	10
Additions during the year	-	-	-	-	-	-
Less : Disposals/ adjustments	392	15	6	20	433	10
As at March 31, 2021	-	119	2	41	162	-
Additions during the period	-	-	-	-	-
Less : Disposals/ adjustments	-	-	-	-	-
As at September 30, 2021	-	119	2	41	162	-
Depreciation/ Impairment
As at April 1, 2020	392	110	2	36	540	-
Charge for theyear	-	3	-	4	7	-
Less : Disposals/ adjustments	392	-	-	-	392	-
As at March 31, 2021	-	113	2	40	155	-
Charge for the period*	-	-	-	1	1	-
Less : Disposals/ adjustments	-	-	-	-	-	-
As at September 30, 2021	-	113	2	40	156	-
Net Block
As at September 30, 2021	-	6	-	1	6	-
As at March 31, 2021	-	6	-	1	7 -
* INR less than 50,000/- has been rounded off to Nil.

218

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 4 : Intangible assets (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 4 : Intangible assets (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 4 : Intangible assets (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 4 : Intangible assets (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 4 : Intangible assets (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 4 : Intangible assets (INR Lakhs)
Particulars	Software licenses	Website Development	Web site	Non compete fees	Total
Gross carrying amount
As at April 1, 2020	115	45	1	14	175
Additions duringtheyear	-	-	-	-	-
As at March 31, 2021	115	45	1	14	175
Additions duringtheperiod	-	-	-	-	-
Less : Disposals/ adjustments	-	-	-	(14)	(14)
As at September 31, 2021	115	45	1	-	161
Accumulated Amortization/ Impairment
As at April 1, 2020	112	45	1	14	172
Charge for theyear	2	-	-	-	2
As at March 31, 2021	114	45	1	14	174
Charge for the Period	0	-	-	-	0
Less : Disposals/ adjustments	-	-	-	(14)	(14)
As at September 31, 2021	115	45	1	-	160
Net carrying amount
As at September 30, 2021	1	-	-	-	1
As at March 31, 2021	1	-	-	-	1

219

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 5 : Financial Assets Note 5A : Investments	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 5 : Financial Assets Note 5A : Investments	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 5 : Financial Assets Note 5A : Investments
Particulars	As at September 30, 2021	As at March 31, 2021
(a) Investments at fair value through profit and loss
Unquoted
Investment in equityinstruments and warrants	70	70
Investment in cumulative convertiblepreference Shares	105	71
Quoted
Investment in equityinstruments and warrants	6	6
Total investments	181	147
Current	-	-
Non - current	181	147
Aggregate book value ofquoted investments	6	6
Aggregate market value ofquoted investments	6	6
Aggregate value of unquoted investments	176	141
Note 5B :Loans
Particulars	As at September 30, 2021	As at March 31, 2021
Unsecured consideredgood at amortised cost
Inter- corporate loangiven	-	1,570
Total Loans	-	1,570
Current	-	449
Non - Current	-	1,121
Particulars	As at September 30, 2021	As at March 31, 2021
Secured,consideredgood	-	-
Unsecured,consideredgood	-	1,570
Total	-	1,570
Note 5C : Other financial assets
Particulars	As at September 30, 2021	As at March 31, 2021
Other financial assets(at amortised cost)
Securitydeposit	8	8
Interest accrued on fixed deposits*	-	-
Interest accrued on inter-companydeposits*	-	69
Other receivables (includes receivable from related party INR Nil (previous year INR 7 lacs)	-	7
Total Other Financial Assets	8	84
Current	8	44
Non - Current	-	40
Total Financial Assets	189	1,801
Current	8	493
Non - Current	181	1,308
* INR less than 50,000/- has been rounded off to Nil. Note 6 : Income tax assets(net)
Particulars	As at September 30, 2021	As at March 31, 2021
Income tax assets(net) [related to current tax]	108	87
Current	-	-
Non-Current	108	87
Note 7A : Trade Receivables
Particulars	As at September 30, 2021	As at March 31, 2021
Trade receivables	544	500
Unbilled revenue	50	54
	594	554
Provision for doubtful receivables	104	106
Total Trade Recievables	491	448
Current	491	448
Non - Current	-	-

220

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021
Particulars	As at September 30, 2021	As at March 31, 2021
Secured,consideredgood	-	-
Unsecured,consideredgood	491	394
Unsecured,considered doubtful	104	106
Total	594	500
No trade receivable is due from directors or other officers of the Company either severally or jointly with any other person. Trade receivables are non-interest bearing and are generally credit period generally falls in range of 0 to 90 days. Note 7B : Cash and cash equivalents
Particulars	As at September 30, 2021	As at March 31, 2021
Balance with banks :
- On current accounts	24	71
- Deposit with original maturityof three months or less	425	845
Total	449	916
Note 8 : Other current assets Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company and earn interest at the respective short-term deposit rates.
Particulars	As at September 30, 2021	As at March 31, 2021
Prepaid expenses*	1	-
Advances to vendors	27	2
Balance with statutory/government authorities	987	666
Total	1,015	668
Current	1,015	668
Non - Current	-	-
* INR less than 50,000/- has been rounded off to Nil. Break up of financial assets carried at amortised cost
Particulars	As at September 30, 2021	As at March 31, 2021
Trade receivables(Note 7A)	491	448
Cash and cash equivalents(Note 7B)	449	916
Loans(Note 5B)	-	1,570
Other financial assets(Note 5C)	8	84
Total financial assets carried at amortised cost	947	3,018

221

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 9 : Share capital Authorised share capital (A) Equity share capital Particulars No. of shares (INR Lakhs) As at April 1, 2020 4,10,00,000 4,100 Increase/(decrease) during the year - - As at March 31, 2021 4,10,00,000 4,100 Increase/(decrease) during the period 51,24,00,000 51,24,000 As at September 30, 2021 55,34,00,000 55,340	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 9 : Share capital Authorised share capital (A) Equity share capital Particulars No. of shares (INR Lakhs) As at April 1, 2020 4,10,00,000 4,100 Increase/(decrease) during the year - - As at March 31, 2021 4,10,00,000 4,100 Increase/(decrease) during the period 51,24,00,000 51,24,000 As at September 30, 2021 55,34,00,000 55,340	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 9 : Share capital Authorised share capital (A) Equity share capital Particulars No. of shares (INR Lakhs) As at April 1, 2020 4,10,00,000 4,100 Increase/(decrease) during the year - - As at March 31, 2021 4,10,00,000 4,100 Increase/(decrease) during the period 51,24,00,000 51,24,000 As at September 30, 2021 55,34,00,000 55,340	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 9 : Share capital Authorised share capital (A) Equity share capital Particulars No. of shares (INR Lakhs) As at April 1, 2020 4,10,00,000 4,100 Increase/(decrease) during the year - - As at March 31, 2021 4,10,00,000 4,100 Increase/(decrease) during the period 51,24,00,000 51,24,000 As at September 30, 2021 55,34,00,000 55,340	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 9 : Share capital Authorised share capital (A) Equity share capital Particulars No. of shares (INR Lakhs) As at April 1, 2020 4,10,00,000 4,100 Increase/(decrease) during the year - - As at March 31, 2021 4,10,00,000 4,100 Increase/(decrease) during the period 51,24,00,000 51,24,000 As at September 30, 2021 55,34,00,000 55,340
Terms/ rights attached to equity shares
Shares pending issuance (net) Equity shares of Rs. 10 each issued, subscribed & fully paid No. of shares (INR Lakhs) As at March 31, 2020 1,49,57,291 1,496 Changes during the year - - As at March 31, 2021 1,49,57,291 1,496 Changes during the period (1,49,57,291) (1,496) As at September 30, 2021 - - Issued and subscribed capital Equity shares of Rs. 10 each issued, subscribed & fully paid No. of shares (INR Lakhs) As at April 1, 2020 3,54,58,598 3,546 Changes during the year - - As at March 31, 2021 3,54,58,598 3,546 Changes during the period 1,49,57,291 1,496 As at September 30, 2021 5,04,15,889 5,042 Reconciliation of the equity shares outstanding at the beginning and at the end of the period : The Company has only one class of equity share having par value of Rs.10 each per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders
Particulars	September 30, 2021		March 31, 2021
	No. of shares	(INR Lakhs)	No. of shares	(INR Lakhs)
Shares outstandingat the beginningof theperiod	5,04,15,889	5,042	3,54,58,598	3,546
Equity sharesissued during the period	-	-	1,49,57,291	1,496
Shares outstanding at the end of theperiod	5,04,15,889	5,042	5,04,15,889	5,042
HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Shares held by holding/ ultimate holding Company and/ or their subsidiaries/ associates Out of equity and preference shares issued by the Company, shares held by its holding Company, u	September 31, 2021 March 31, 2021 (INR Lakhs) (INR Lakhs) - 3,217 5,012 5,012 ltimate holding Company and their subsidiaries/ associates are as below:
Particulars	September 31, 2021	March 31, 2021
	(INR Lakhs)	(INR Lakhs)
Equity Shares of Rs. 10 each of fully paid:
HT Digital Media HoldingLimited	-	3,217
# Nil(March31,2021 - #32,171,158) equity shares of Rs. 10 each fully paid
HT Media Limited
#50,117,855 (March31,2021 - # 2,990,653) equity shares of Rs. 10 each fully paid	5,012	5,012
Details of shareholders holding more than 5% shares in the Company
Particulars	As at September 30, 2021		As at March 31, 2021
	**No. of shares **	% holding in the No in class	**No. of shares **	% holding in the No in class
Equity Shares with voting rights:
HT Digital Media HoldingLimited	-	-	3,21,71,158	0.00%
#Nil(March31,2021 -# 32,171,158) equity shares of Rs. 10 each fully paid
HT Media Limited	5,01,17,855	99.41%	29,90,653	5.93%
# 50,117,855(March 31,2021 - # 2,990,653)equityshares of Rs. 10 each fully paid
As per records of the Company, including its register of shareholders/members and other declaratio represents both legal and beneficial ownerships of shares.	n received from the shareholders regarding beneficial interest, the above shareholding

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 9 : Share capital Authorised share capital (A) Equity share capital Particulars No. of shares (INR Lakhs) As at April 1, 2020 4,10,00,000 4,100 Increase/(decrease) during the year - - As at March 31, 2021 4,10,00,000 4,100 Increase/(decrease) during the period 51,24,00,000 51,24,000 As at September 30, 2021 55,34,00,000 55,340	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 9 : Share capital Authorised share capital (A) Equity share capital Particulars No. of shares (INR Lakhs) As at April 1, 2020 4,10,00,000 4,100 Increase/(decrease) during the year - - As at March 31, 2021 4,10,00,000 4,100 Increase/(decrease) during the period 51,24,00,000 51,24,000 As at September 30, 2021 55,34,00,000 55,340	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 9 : Share capital Authorised share capital (A) Equity share capital Particulars No. of shares (INR Lakhs) As at April 1, 2020 4,10,00,000 4,100 Increase/(decrease) during the year - - As at March 31, 2021 4,10,00,000 4,100 Increase/(decrease) during the period 51,24,00,000 51,24,000 As at September 30, 2021 55,34,00,000 55,340	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 9 : Share capital Authorised share capital (A) Equity share capital Particulars No. of shares (INR Lakhs) As at April 1, 2020 4,10,00,000 4,100 Increase/(decrease) during the year - - As at March 31, 2021 4,10,00,000 4,100 Increase/(decrease) during the period 51,24,00,000 51,24,000 As at September 30, 2021 55,34,00,000 55,340	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 9 : Share capital Authorised share capital (A) Equity share capital Particulars No. of shares (INR Lakhs) As at April 1, 2020 4,10,00,000 4,100 Increase/(decrease) during the year - - As at March 31, 2021 4,10,00,000 4,100 Increase/(decrease) during the period 51,24,00,000 51,24,000 As at September 30, 2021 55,34,00,000 55,340
Terms/ rights attached to equity shares
Shares pending issuance (net) Equity shares of Rs. 10 each issued, subscribed & fully paid No. of shares (INR Lakhs) As at March 31, 2020 1,49,57,291 1,496 Changes during the year - - As at March 31, 2021 1,49,57,291 1,496 Changes during the period (1,49,57,291) (1,496) As at September 30, 2021 - - Issued and subscribed capital Equity shares of Rs. 10 each issued, subscribed & fully paid No. of shares (INR Lakhs) As at April 1, 2020 3,54,58,598 3,546 Changes during the year - - As at March 31, 2021 3,54,58,598 3,546 Changes during the period 1,49,57,291 1,496 As at September 30, 2021 5,04,15,889 5,042 Reconciliation of the equity shares outstanding at the beginning and at the end of the period : The Company has only one class of equity share having par value of Rs.10 each per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders
Particulars	September 30, 2021		March 31, 2021
	No. of shares	(INR Lakhs)	No. of shares	(INR Lakhs)
Shares outstandingat the beginningof theperiod	5,04,15,889	5,042	3,54,58,598	3,546
Equity sharesissued during the period	-	-	1,49,57,291	1,496
Shares outstanding at the end of theperiod	5,04,15,889	5,042	5,04,15,889	5,042
HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Shares held by holding/ ultimate holding Company and/ or their subsidiaries/ associates Out of equity and preference shares issued by the Company, shares held by its holding Company, u	September 31, 2021 March 31, 2021 (INR Lakhs) (INR Lakhs) - 3,217 5,012 5,012 ltimate holding Company and their subsidiaries/ associates are as below:
Particulars	September 31, 2021	March 31, 2021
	(INR Lakhs)	(INR Lakhs)
Equity Shares of Rs. 10 each of fully paid:
HT Digital Media HoldingLimited	-	3,217
# Nil(March31,2021 - #32,171,158) equity shares of Rs. 10 each fully paid
HT Media Limited
#50,117,855 (March31,2021 - # 2,990,653) equity shares of Rs. 10 each fully paid	5,012	5,012
Details of shareholders holding more than 5% shares in the Company
Particulars	As at September 30, 2021		As at March 31, 2021
	**No. of shares **	% holding in the No in class	**No. of shares **	% holding in the No in class
Equity Shares with voting rights:
HT Digital Media HoldingLimited	-	-	3,21,71,158	0.00%
#Nil(March31,2021 -# 32,171,158) equity shares of Rs. 10 each fully paid
HT Media Limited	5,01,17,855	99.41%	29,90,653	5.93%
# 50,117,855(March 31,2021 - # 2,990,653)equityshares of Rs. 10 each fully paid
As per records of the Company, including its register of shareholders/members and other declaratio represents both legal and beneficial ownerships of shares.	n received from the shareholders regarding beneficial interest, the above shareholding

222

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 10 : Other equity (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 10 : Other equity (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 10 : Other equity (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Securitiespremium	1,356	1,356
Capital reserve	11,170	11,170
Retained earnings	(16,943)	(17,120)
General Reserve*	-	-
Share based payment reserve	-	5
Total	(4,418)	(4,589)
* INR less than 50,000/- has been rounded off to Nil. Securitiespremium (INR Lakhs) Particulars Total As at April 1, 2020 1,356 Changes duringtheyear - As at March 31, 2021 1,356 Changes duringtheperiod - As at September 30, 2021 1,356 Retained earnings (INR Lakhs) Particulars Total As at April 1, 2020 (17,744) Net Profit for theyear 521 Transfered from FVTOCI Reserve 103 Items of gain of other comprehensive income recognised directly in retained earnings - Remeasurements of defined benefits obligation,net of tax - As at March 31, 2021 (17,120) Net Profit for theperiod 171 Add : Share Based Payment Reserve 5 Items of gain of other comprehensive income recognised directly in retained earnings - Remeasurements of defined benefits obligation,net of tax - As at September 30, 2021 (16,943) INR less than 50,000/- has been rounded off to Nil. General reserves (Rs. in Lakhs) Particulars Total As at April 1, 2020 - Changes during the year - At March 31, 2021 - Changes during the period - As at September 30, 2021 - INR less than 50,000/- has been rounded off to Nil. **Capital reserve (INR Lakhs) Particulars Total As at April 1, 2020 11,170 Changes duringtheyear - At March 31, 2021 11,170 Changes duringtheperiod - As at September 30, 2021 11,170 in relation to common control acquisition FVTOCI Reserve (INR Lakhs) Particulars Total As at April 1, 2020 103 Transfer to retained earnings (103) At March 31, 2021 - Changes during the period - As at September 30, 2021 - Share based payment reserve (INR Lakhs) Particulars Total As at April 1, 2020 6 Changes duringtheyear (1) At March 31, 2021 5 Changes duringtheperiod (5) As at September 30, 2021 -* Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 10 : Other equity (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 10 : Other equity (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 10 : Other equity (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Securitiespremium	1,356	1,356
Capital reserve	11,170	11,170
Retained earnings	(16,943)	(17,120)
General Reserve*	-	-
Share based payment reserve	-	5
Total	(4,418)	(4,589)
* INR less than 50,000/- has been rounded off to Nil. Securitiespremium (INR Lakhs) Particulars Total As at April 1, 2020 1,356 Changes duringtheyear - As at March 31, 2021 1,356 Changes duringtheperiod - As at September 30, 2021 1,356 Retained earnings (INR Lakhs) Particulars Total As at April 1, 2020 (17,744) Net Profit for theyear 521 Transfered from FVTOCI Reserve 103 Items of gain of other comprehensive income recognised directly in retained earnings - Remeasurements of defined benefits obligation,net of tax - As at March 31, 2021 (17,120) Net Profit for theperiod 171 Add : Share Based Payment Reserve 5 Items of gain of other comprehensive income recognised directly in retained earnings - Remeasurements of defined benefits obligation,net of tax - As at September 30, 2021 (16,943) INR less than 50,000/- has been rounded off to Nil. General reserves (Rs. in Lakhs) Particulars Total As at April 1, 2020 - Changes during the year - At March 31, 2021 - Changes during the period - As at September 30, 2021 - INR less than 50,000/- has been rounded off to Nil. **Capital reserve (INR Lakhs) Particulars Total As at April 1, 2020 11,170 Changes duringtheyear - At March 31, 2021 11,170 Changes duringtheperiod - As at September 30, 2021 11,170 in relation to common control acquisition FVTOCI Reserve (INR Lakhs) Particulars Total As at April 1, 2020 103 Transfer to retained earnings (103) At March 31, 2021 - Changes during the period - As at September 30, 2021 - Share based payment reserve (INR Lakhs) Particulars Total As at April 1, 2020 6 Changes duringtheyear (1) At March 31, 2021 5 Changes duringtheperiod (5) As at September 30, 2021 -* Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

223

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 11 : Borrowings	(INR Lakhs)	(INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Non- current Borrowings
UnSecured Loan
Inter corporate deposit from relatedparties*	542	2,392
Total	542	2,392
Current	-	-
Non Current	542	2,392
Note 12A : Tradepayables (INR Lakhs) * Inter corporate deposits of Rs. 2,392 lakhs was drawn in multiple traches at an interest of 9.65% p.a. compunded annually and repayable within 60 months from date of each drawn. Out of this Rs. 1,850 Lakhs has been repaid during the period ended September 30, 2021.
Particulars	As at September 30, 2021	As at March 31, 2021
Trade Payables
(i)Total outstandingdues of micro enterprises and small enterprises	-	111
(ii)total outstandingdues of creditors other than micro enterprises and small enterprises
-payable to relatedparties	182	156
- Payable to others	1,153	1,091
Other than micro enterprises and small enterprises	1,335	1,247
Total	1,335	1,358
Current	1,335	1,358
Non- Current	-	-
Note 12B : Other financial liabilities (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Other financial liabilities at amortised cost
Employeepayables	13	19
Security deposit 68		68
Interest accrued but not due on borrowings	450	423
Otherpayable to relatedparties	-	29
Total financial liabilities carried at amortised cost	531	539
Current	81	116
Non- Current	450	423
Note 13 : Provisions (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Provision for employee benefits
Provision for compensated absences	3	1
Provision forgratuity	8	8
Total Provisions	11	9
Current	3	2
Non- current	8	7
Note 14 : Contract liabilities (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Deferred revenue	1	1
Customers and agents balances	17	17
Total	18	17
Current	18	17
Non Current	-	-
Note 15 : Other liabilities (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Statutorydues	15	35
Total other current liabilities	15	35
Current	15	35
Non- Current	-	-

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 11 : Borrowings	(INR Lakhs)	(INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Non- current Borrowings
UnSecured Loan
Inter corporate deposit from relatedparties*	542	2,392
Total	542	2,392
Current	-	-
Non Current	542	2,392
Note 12A : Tradepayables (INR Lakhs) * Inter corporate deposits of Rs. 2,392 lakhs was drawn in multiple traches at an interest of 9.65% p.a. compunded annually and repayable within 60 months from date of each drawn. Out of this Rs. 1,850 Lakhs has been repaid during the period ended September 30, 2021.
Particulars	As at September 30, 2021	As at March 31, 2021
Trade Payables
(i)Total outstandingdues of micro enterprises and small enterprises	-	111
(ii)total outstandingdues of creditors other than micro enterprises and small enterprises
-payable to relatedparties	182	156
- Payable to others	1,153	1,091
Other than micro enterprises and small enterprises	1,335	1,247
Total	1,335	1,358
Current	1,335	1,358
Non- Current	-	-
Note 12B : Other financial liabilities (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Other financial liabilities at amortised cost
Employeepayables	13	19
Security deposit 68		68
Interest accrued but not due on borrowings	450	423
Otherpayable to relatedparties	-	29
Total financial liabilities carried at amortised cost	531	539
Current	81	116
Non- Current	450	423
Note 13 : Provisions (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Provision for employee benefits
Provision for compensated absences	3	1
Provision forgratuity	8	8
Total Provisions	11	9
Current	3	2
Non- current	8	7
Note 14 : Contract liabilities (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Deferred revenue	1	1
Customers and agents balances	17	17
Total	18	17
Current	18	17
Non Current	-	-
Note 15 : Other liabilities (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Statutorydues	15	35
Total other current liabilities	15	35
Current	15	35
Non- Current	-	-

224

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 16 : Income Tax	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 16 : Income Tax	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 16 : Income Tax
The major components of income tax expense for the period ended September 30, 2021 and March 31, 2021 are : Statement of profit and loss : (INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Current income tax	-	-
Deferred tax charge/(credit)	57	(389)
Adjustments in respect ofpreviousyear - deferred Tax	-	16
Adjustments in respect ofpreviousyear - current Tax	-	(1)
Income tax expense reported in the statement ofprofit and loss	57	(374)
OCI section : Deferred tax related to items recognised in OCI:	(INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Income tax credit on remeasurements of defined benefitplans*	-	-
Income tax charged to OCI	-	-
* INR less than 50,000/- has been rounded off to Nil. Reconciliation of deferred tax assets(net):	(INR Lakhs)
Particulars	As at September 30, 2021	As at March 31, 2021
Openingbalance	875	501
Tax income/(expense)duringtheperiod recognised inprofit or loss	(57)	374
Closing balance	817	875

225

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 17 : Revenue from operations (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 17 : Revenue from operations (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 17 : Revenue from operations (INR Lakhs)
Particulars	Period ended September 30, 2021	Year ended March 31, 2021
Sales of Digital services	2,309	3,425
Other Operating revenue
- Forfeiture of securitydeposit	-	33
Total	2,309	3,458
Note 18 : Other income (INR Lakhs)
Particulars	Period ended September 30, 2021	Year ended March 31, 2021
Interest income on EIR method
- Bank deposits	4	34
- Interest on inter corporate deposit	38	68
- Others	-	45
Other non - operating income
Unclaimed balances/liabilities written back(net)	-	313
Fair value gain on Investments at fair value through profit or loss	34	-
Foreign exchange fluctuation income(net)	11	-
Miscellaneous income	-	1
Total	87	461
Note 19 : Employee benefits expense (INR Lakhs)
Particulars	Period ended September 30, 2021	Year ended March 31, 2021
Salaries,wages and bonus	55	106
Contribution toprovident and other funds	2	4
Gratuityexpense	1	2
Total	58	112
Note 20 : Finance costs (INR Lakhs)
Particulars	Period ended September 30, 2021	Year ended March 31, 2021
Interest on debts and borrowings	100	341
Bank charges	2	4
Total	102	345
Note 21 : Depreciation and amortization expense (INR Lakhs)
Particulars	Period ended September 30, 2021	Year ended March 31, 2021
Depreciation onproperty,plant and equipment(Refer Note 3)	1	7
Amortization of intangible assets(Refer Note 4)*	-	2
Total	1	9
* INR less than 50,000/- has been rounded off to Nil.

226

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 22 : Other expenses (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 22 : Other expenses (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 22 : Other expenses (INR Lakhs)
Particulars	Period ended September 30, 2021	Year ended March 31, 2021
Visitinglecturer fees	-	12
Data entryexpenses	-	7
Rates and taxes	2	25
Insurance	1	1
Repairs and maintenance:
- Plant and machinery	-	5
Travellingand conveyance	12	26
Communication costs*	-	2
Legal andprofessional fees	4	131
Payment to auditor	4	15
Director's sittingfees	-	1
Exchange differences(net)	-	11
Loss on account of fair value of investments classified at FVTPL	-	107
Impairment for doubtful receivables and advances	7	19
Loss on sale/discard ofproperty, plant and equipment	-	7
Miscellaneous expenses*	-	4
Total	30	373
* INR less than50,000/- has been rounded offtoNil.

227

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 23 : Other Comprehensive Income The disaggregation of changes to OCI by each type of reserve in equity is shown below : During the period ended September 30, 2021 (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 23 : Other Comprehensive Income The disaggregation of changes to OCI by each type of reserve in equity is shown below : During the period ended September 30, 2021 (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 23 : Other Comprehensive Income The disaggregation of changes to OCI by each type of reserve in equity is shown below : During the period ended September 30, 2021 (INR Lakhs)
Particulars	Retained earnings	Total
Remeasurement of defined benefitplans*	-	-
Tax Impact*	-	-
Total	-	-
* INR less than 50,000/- has been rounded off to Nil. During the year ended March 31, 2021 (INR Lakhs)
Particulars	Retained earnings	Total
Remeasurement of defined benefitplans*	-	-
Tax Impact*	-	-
Total	-	-
* INR less than 50,000/- has been rounded off to Nil. Note 24 : Earnings per share (EPS) (INR Lakhs except earnings per share) Basic EPS amounts are calculated by dividing the profit for the period attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the period. Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares. The following reflects the income and share data used in the basic and diluted EPS computations:
Particulars	Period ended September 31, 2021	Year ended March 31, 2021
Profit/(loss)attributable to equityholders for basic earnings(INR Lakhs)	171	521
Weighted average number of equity shares for basic EPS (No.)	5,04,15,889	5,04,15,889
Earning per share
Basic & Diluted EPS(INR)	0.34	1.03
	(Not annualised)
Note 25 :Previous period figures have been regrouped and reclassified wherever necessary to conform to the current year classification.

HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 23 : Other Comprehensive Income The disaggregation of changes to OCI by each type of reserve in equity is shown below : During the period ended September 30, 2021 (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 23 : Other Comprehensive Income The disaggregation of changes to OCI by each type of reserve in equity is shown below : During the period ended September 30, 2021 (INR Lakhs)	HT Mobile Solutions Limited Notes to financial statements for the period ended September 30, 2021 Note 23 : Other Comprehensive Income The disaggregation of changes to OCI by each type of reserve in equity is shown below : During the period ended September 30, 2021 (INR Lakhs)
Particulars	Retained earnings	Total
Remeasurement of defined benefitplans*	-	-
Tax Impact*	-	-
Total	-	-
* INR less than 50,000/- has been rounded off to Nil. During the year ended March 31, 2021 (INR Lakhs)
Particulars	Retained earnings	Total
Remeasurement of defined benefitplans*	-	-
Tax Impact*	-	-
Total	-	-
* INR less than 50,000/- has been rounded off to Nil. Note 24 : Earnings per share (EPS) (INR Lakhs except earnings per share) Basic EPS amounts are calculated by dividing the profit for the period attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the period. Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares. The following reflects the income and share data used in the basic and diluted EPS computations:
Particulars	Period ended September 31, 2021	Year ended March 31, 2021
Profit/(loss)attributable to equityholders for basic earnings(INR Lakhs)	171	521
Weighted average number of equity shares for basic EPS (No.)	5,04,15,889	5,04,15,889
Earning per share
Basic & Diluted EPS(INR)	0.34	1.03
	(Not annualised)
Note 25 :Previous period figures have been regrouped and reclassified wherever necessary to conform to the current year classification.

228

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236

ANNEXURE 18

PRE-SCHEME SHAREHOLDING PATTERN OF THE TRANSFEREE COMPANY AS ON DECEMBER 31, 2021:

DECEMBER 31, 2021:
Category of shareholder	No. of fully paid up equity shares held	% of shareholding
A. Promoter and Promoter Group
A1) Indian
Individuals/Hindu undivided Family	3	0
Any Other (specify)
Bodies Corporate	16,17,77,090	69.51
Sub Total A1	16,17,77,093	69.51
A2) Foreign
Total Shareholding of Promoter and Promoter Group A=A1+A2	16,17,77,093	69.51
B. Public Shareholding
B1) Institutions
Mutual Funds	14,27,415	0.61
Foreign Portfolio Investors	47,86,211	2.06
Insurance Companies	1,05,479	0.05
Sub Total B1	63,19,105	2.71
B2) Central Government/ State Government(s)/ President of India	0	0.00
B3) Non-Institutions
Individual share capital up to Rs.2 lacs	2,70,87,123	11.64
Individual share capital in excess of Rs.2 Lacs	2,47,48,626	10.63
Any Other (specify)	1,06,38,077	4.57
Trusts	240	0
Non Resident Indian (NRI)	9,40,269	0.40
ClearingMembers	4,27,141	0.18
Bodies Corporate	79,75,952	3.43
Non Resident Indian Non Repatriable	12,72,305	0.55
IEPF	21,634	0.01
Foreign Nationals	536	0.00
Sub Total B3	6,24,73,826	26.84
Total Public Shareholding [B=B1+B2+B3]	6,87,92,931	29.55
C. Non Promoter Non Public
**C1) Custodian/DR Holder **	0	0.00
C2) Employee Benefit Trust	21,78,290	0.94
**Sub Total C2 **	21,78,290	**0.94 **
Total Non Promoter Non Public Shareholding [C= C1+C2]	21,78,290	0.94
Total Shareholding [A+B+C]	23,27,48,314	100

237

POST-SCHEME SHAREHOLDING PATTERN OF THE TRANSFEREE COMPANY AS ON DECEMBER 31, 2021*:

*DECEMBER 31, 2021: **
Category of shareholder	No. of fully paid up	% of shareholding
	equity shares held
A. Promoter and Promoter Group
A1) Indian
Individuals/Hindu undivided Family	3	0.00
Any Other(specify)
Bodies Corporate	17,42,70,788	68.88
Sub Total A1	17,42,70,791	68.88
**A2) Foreign **
Total Shareholding of Promoter and Promoter Group A=A1+A2	17,42,70,791	68.88
B. Public Shareholding
B1) Institutions
Mutual Funds	14,27,415	0.56
Foreign Portfolio Investors	49,14,404	1.94
Insurance Companies	1,13,593	0.04
Sub Total B1	64,55,412	2.55
B2) Central Government/ State Government(s)/ President of India	0	0.00
B3) Non-Institutions
Individual share capital up to Rs.2 lacs**	2,95,17,711	11.67
Individual share capital in excess of Rs. 2 Lacs**	2,72,39,200	10.77
Any Other(specify)	1,33,06,051	5.26
Trusts	1,838	0.00
Non Resident Indian(NRI)	10,53,182	0.42
ClearingMembers	4,40,491	0.17
Bodies Corporate**	1,04,76,806	4.14
Non Resident Indian Non Repatriable	12,83,507	0.51
IEPF	22,472	0.01
Foreign Nationals	577	0.00
HUF	27073	0.01
HT Mobile Solutions Limited - Unclaimed Suspense Account	104	0.00
Sub Total B3	7,00,62,961	27.69
Total Public Shareholding [B=B1+B2+B3]	7,65,18,373	30.24
C. Non Promoter Non Public
C1) Custodian/DR Holder	0	0.00
C2) Employee Benefit Trust	22,28,954	0.88

238

Sub Total C2	22,28,954	0.88
Total Non Promoter Non Public Shareholding [C= C1+C2]	22,28,954	0.88
Total Shareholding [A+B+C]	25,30,18,118	100

* The post scheme shareholding has been computed on the basis of shareholding of Transferor Company 1, Transferor Company 2 and Transferor Company 3 as on December 31, 2021. The post scheme shareholding may change on the basis of shares held as on the date of allotment.

** includes promoters of Transferor Company 2

239

ANNEXURE 19

PRE-SCHEME SHAREHOLDING PATTERN OF THE TRANSFEROR COMPANY 1 AS ON DECEMBER 31, 2021:

DECEMBER 31, 2021:
Ct f hhld	No. of fully paid up	% of
aegory o sareoer	equity shares held	Shareholding
A. Promoter and Promoter Group
A1) Indian
Individuals/Hindu undivided Family	0	0.00
Any Other(specify)
Bodies Corporate	4,06,04,521	69.78
Sub Total A1	4,06,04,521	69.78
**A2) Foreign **
Total Shareholding of Promoter and Promoter Group A=A1+A2	4,06,04,521	69.78
B. Public Shareholding
B1) Institutions
Mutual Funds	0	0.00
Foreign Portfolio Investors	36,749	0.06
Insurance Companies	26,369	0.05
Sub Total B1	63,118	0.11
B2) Central Government/ State Government(s)/ President of India	0	0.00
B3) Non-Institutions
Individual share capital upto Rs.2 lacs	64,10,349	11.02
Individual share capital in excess of Rs. 2 Lacs	47,63,727	8.19
Any Other(specify)	61,80,706	10.62
Trusts	2,060	0.00
Non Resident Indian(NRI)	3,53,787	0.61
ClearingMembers	43,365	0.07
Bodies Corporate	57,62,588	9.90
Non Resident Indian Non Repatriable	16,129	0.03
IEPF	2,643	0.00
Foreign Nationals	134	0.00
Sub Total B3	1,73,54,782	29.83
Total Public Shareholding [B=B1+B2+B3]	1,74,17,900	29.93
C. Non Promoter Non Public
C1) Custodian/DR Holder	0	0.00
C2) Employee Benefit Trust	1,64,657	0.28
Sub Total C2	1,64,657	0.28
Total Non Promoter Non Public Shareholding [C= C1+C2]	1,64,657	0.28
Total Shareholding [A+B+C]	5,81,87,078	100.00

240

POST-SCHEME SHAREHOLDING PATTERN OF THE TRANSFEROR COMPANY 1 AS ON DECEMBER 31, 2021:

Not applicable

241

ANNEXURE 20

PRE-SCHEME SHAREHOLDING PATTERN OF THE TRANSFEROR COMPANY 2 AS ON DECEMBER 31, 2021:

DECEMBER 31, 2021:
Ct f hhld	No. of fully paid up	% of
aegory o sareoer	equity shares held	Shareholding
A. Promoter and Promoter Group
A1) Indian
Individuals/Hindu undivided Family	1,07,15,043	16.02
Any Other(specify)
Bodies Corporate	3,94,46,264	58.97
Sub Total A1	5,01,61,307	74.99
**A2) Foreign **
Total Shareholding of Promoter and Promoter Group A=A1+A2	5,01,61,307	74.99
B. Public Shareholding
B1) Institutions
Mutual Funds	0	0.00
Foreign Portfolio Investors	16,36,409	2.45
Insurance Companies	0	0.00
Sub Total B1	16,36,409	2.45
B2) Central Government/ State Government(s)/ President of India	0	0.00
B3) Non-Institutions
Individual share capital upto Rs.2 lacs	64,14,386	9.59
Individual share capital in excess of Rs. 2 Lacs	36,32,320	5.43
Any Other(specify)	50,48,486	7.55
Trusts	13500	0.02
Non Resident Indian(NRI)	56,782	0.08
ClearingMembers	100	0.00
Non Resident Indian Non Repatriable	87,345	0.13
Bodies Corporate	45,11,387	6.74
IEPF	352	0.00
HUF	379020	0.57
Sub Total B3	1,50,95,192	22.57
Total Public Shareholding [B=B1+B2+B3]	1,67,31,601	25.01
C. Non Promoter Non Public
C1) Custodian/DR Holder	0	0.00
C2) Employee Benefit Trust	0	0.00
Sub Total C2	0	0.00
Total Non Promoter Non Public Shareholding [C= C1+C2]	0	0.00

242

Total Shareholding [A+B+C]

6,68,92,908

100.00

POST-SCHEME SHAREHOLDING PATTERN OF THE TRANSFEROR COMPANY 2 AS ON DECEMBER 31, 2021:

Not applicable

243

ANNEXURE 21

PRE-SCHEME SHAREHOLDING PATTERN OF THE TRANSFEROR COMPANY 3 AS ON DECEMBER 31, 2021:

DECEMBER 31, 2021:
Name of shareholder	No. of fully paid up	% of Shareholdin
	equity shares held	g
Shri Priyavrat Bhartia	1	0.00
Shri Shamit Bhartia	1	0.00
Shri Piyush Gupta	1	0.00
Shri Dinesh Mittal	1	0.00
Shri Rajiv Bansal	1	0.00
Bluelemon Technologies Pvt. Ltd.	2,96,776	0.59
Smt. Shobhana Bhartia	1	0.00
HT Media Limited	5,01,17,855	99.41
HT Mobile Solutions Limited - Unclaimed Suspense Account	1,250	0.00
Shri Rajan Bhalla	2	0.00

POST-SCHEME SHAREHOLDING PATTERN OF THE TRANSFEROR COMPANY 3 AS ON DECEMBER 31, 2021:

Not applicable

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