EGM Details

  • Date and Time: Friday, August 7, 2026 at 11:00 A.M. IST
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM) Facility
  • Cut-off Date for Eligibility: Friday, July 31, 2026
  • Remote e-Voting Period: Commences Tuesday, August 4, 2026 at 9:00 A.M. and ends Thursday, August 6, 2026 at 5:00 P.M.
  • Scrutinizer: M/s D.S. Associates, Practicing Company Secretaries (Shri Dhawal Kant Singh or Shri Kabindra Jha)
  • Voting Agency: National Securities Depository Limited (NSDL)

Key Resolution: Preferential Warrant Issue

Special Business Item No. 1: Issuance of Warrants on Preferential Basis

Issue Details

  • Total Warrants: Up to 3,87,87,137 (Three Crores Eighty Seven Lakhs Eighty Seven Thousand One Hundred and Thirty Seven)
  • Issue Price per Warrant: INR 24.57 (Indian Rupees Twenty Four and Fifty Seven Paise only)
  • Total Issue Size: INR 95,29,99,956.09 (Indian Rupees Ninety Five Crores Twenty Nine Lakhs Ninety Nine Thousand Nine Hundred Fifty Six and Nine Paise only)
  • Relevant Date for Pricing: 8th July, 2026
  • Floor Price Determination: Based on Chapter V of SEBI ICDR Regulations. The price of INR 24.57 is the higher of the 10-day VWAP (INR 24.57) and the 90-day VWAP (INR 22.14) preceding the Relevant Date.

Allottees and Allocation

| Sr. No. | Allottee Name | Number of Warrants | Amount (INR) | Category |

| 1 | The Hindustan Times Limited | 1,34,31,013 | 32,99,99,989.41 | Promoter |

| 2 | Tremis Consultancy LLP | 1,24,13,512 | 30,49,99,989.84 | Non-Promoter |

| 3 | Kiran Vyapar Limited | 71,22,507 | 17,49,99,996.99 | Non-Promoter |

| 4 | Zafar Ahmadullah | 40,70,004 | 9,99,99,998.28 | Non-Promoter |

| 5 | Zapfin Teknologies Private Limited | 4,07,000 | 99,99,990.00 | Non-Promoter |

| 6 | Peanence Commercial Private Limited | 13,43,101 | 3,29,99,991.57 | Non-Promoter |

| Total | | 3,87,87,137 | 95,29,99,956.09 | |

Warrant Terms and Conditions

  • Tenure: Promoter Warrants (18 months from allotment); Non-Promoter Warrants (12 months from allotment)
  • Payment Terms: 25% of the issue price payable on allotment; balance 75% payable upon exercise.
  • Exercise Right: Each warrant carries a right to subscribe to 1 (one) fully paid-up equity share of face value INR 2.
  • Lapse Condition: Unexercised warrants lapse after the exercise period, and the upfront amount is forfeited.
  • Allotment Timeline: Warrants to be allotted in dematerialized form within 15 days from the later of: (i) shareholder approval date or (ii) receipt of last regulatory approval.
  • Share Ranking: Equity shares allotted on exercise will rank pari-passu with existing shares.
  • Voting/Dividends: Warrant holders have no voting rights or entitlement to dividends.
  • Lock-in: Warrants and underlying shares are subject to lock-in as per ICDR Regulations. Pre-preferential shareholding of The Hindustan Times Limited is also under lock-in.

Objects of the Issue

The gross proceeds (assuming 100% conversion) are to be utilized as follows:

| Sr. No. | Object | Amount (INR) | Tentative Timeline |

| 1 | Repayment of Debt | 90,00,00,000 | 6 months from fund receipt |

| 2 | General Corporate Purpose | 5,29,99,956 | 6 months from fund receipt |

| Total | | 95,29,99,956 | |

The amount for general corporate purposes does not exceed 25% of the total issue size.

Shareholding Impact

Pre-Issue Shareholding (as of 10th July 2026):

  • Promoters: 69.50% (16,17,77,090 shares)
  • Non-Promoters: 30.50% (7,09,96,056 shares)
  • Total: 23,27,73,149 shares

Post-Issue Shareholding (assuming 100% warrant exercise):

  • Promoters: 64.52% (17,52,08,103 shares)
  • Non-Promoters: 35.48% (9,63,52,180 shares)
  • Total: 27,15,60,286 shares

Change in Allottee Holdings:

  • The Hindustan Times Limited: Increases from 69.50% to 64.52%
  • Tremis Consultancy LLP: New holding of 4.57%
  • Kiran Vyapar Limited: New holding of 2.62%
  • Zafar Ahmadullah: New holding of 1.50%
  • Zapfin Teknologies Private Limited: New holding of 0.15%
  • Peanence Commercial Private Limited: New holding of 0.49%

Corporate Governance and Compliance

  • Ultimate Beneficial Owners: Disclosed for all allottees. For The Hindustan Times Limited: Smt. Shobhana Bhartia, Shri Shamit Bhartia, Shri Priyavrat Bhartia.
  • Company Undertakings: The company confirms it is not a wilful defaulter; has no outstanding dues to SEBI/Exchanges; is compliant with listing conditions; and has no subsisting default in dividend payment.
  • Eligibility: The proposed allottees have confirmed their eligibility under ICDR Regulations.
  • No Change in Control: The transaction will not result in a change of control of the company.
  • Practicing Company Secretary Certificate: A certificate from CS Malavika Bansal has been obtained and is available on the company's website.

Voting and Meeting Logistics

  • The EGM notice was dispatched electronically to eligible shareholders as of July 10, 2026.
  • The notice is available on the company's website (https://www.htmedia.in/) and stock exchange websites.
  • Members can vote remotely via NSDL's platform or vote during the meeting via e-voting.
  • Institutional members must send certified board resolutions to authorize their representatives.
  • Members wishing to speak at the EGM must pre-register between July 31, 2026 (9:00 A.M.) and August 3, 2026 (5:00 P.M.).