HT Media : Annual Secretarial Compliance Report (FY-23)

	30th May, 2023
BSE Limited	National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers,	Exchange Plaza, C-1, Block G,
Dalal Street	Bandra-Kurla Complex, Bandra (E)
Mumbai - 400 001	Mumbai - 400 051
Scrip Code: 532662	Trading Symbol: HTMEDIA

Sub: Annual Secretarial Compliance Report

Ref: Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir(s),

We enclose herewith the Annual Secretarial Compliance Report of HT Media Limited for the financial year ended on 31st March, 2023 issued by N C Khanna & Associates, Practicing Company Secretaries.

This disclosure will also be hosted on the Company's website i.e. https://www.htmedia.in/.

Thanking you,

Yours faithfully,

For HT Media Limited

MANHAR KAPOOR

Digitally signed by

MANHAR KAPOOR Date: 2023.05.30 13:04:19 +05'30'

(Manhar Kapoor)

Group General Counsel & Company Secretary

Encl: As above

Secretarial Compliance Report

Of

HT MEDIA LIMITED,

for the financial year ended 31/03/2023

I have conducted the Secretarial Review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by HT Media Limited having its Registered Office at 18-20, Kasturba Gandhi Marg, New Delhi-110001. Secretarial Review was

conducted in a manner that provided me a reasonable basis for evaluating the corporate

conducts/statutory compliances and to provide my/our observations thereon.

Based on my verification of the listed books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, I hereby report that the listed entity has, during the review period covering the financial year ended on March 31, 2023 complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter :

I have examined:

1. all the documents and records made available to me and explanation provided by HT Media Limited listed
2. the filings/ submissions made by the listed entity to the stock exchanges,
3. website of the listed entity,
4. any other document/ filing, as may be relevant, which has been relied upon to make this report, for the
   financial year ended March 31, 2023 in respect of compliance with the provisions of :

1. the Securities and Exchange Board of India Act, 1992 and the Regulations, circulars, guidelines issued thereunder; and
2. the Securities Contracts (Regulation) Act, 1956 rules made thereunder and the Regulations,
   circulars, guidelines issued thereunder by the Securities and Exchange Board of India ;

The specific Regulations whose provisions and the Circulars/Guidelines issued thereunder have been examined, includes -

1. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
2. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;*
3. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
4. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; *
5. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; *
6. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
7. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
8. (other regulations as applicable) and circulars/ guidelines issued thereunder;

*(Not applicable as there is no reportable event held during the financial year under review);

and based on the above examination, I hereby report that, during the Review Period:

I. (a) (**) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

Sr.	Compliance	Regula	Deviat	Action	Type	Details	Fine	Observatio	Manage	Re
No.	Requirement	tion/	ions	Taken	of	of	Amount	ns/	ment	mar
	(Regulations/	Circula		by	Action	Violatio		Remarks of	Respon	ks
	circulars/	r No.				n		the	se
	guidelines							Practicing
	including							Company
	specific clause)							Secretary

NO SUCH CASES

1. The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr.	Compliance	Regula	Deviat	Action	Type	Details	Fine	Observatio	Manage	Re-
No.	Requirement	tion/	ions	Taken	of	of	Amount	ns/	ment	mar
	(Regulations/	Circula		by	Action	Violatio		Remarks of	Respon	ks
	circulars/	r No.				n		the	se
	guidelines							Practicing
	including							Company
	specific clause)							Secretary

NO SUCH CASES

1. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

Sr. No.		Particulars	Compliance Status	Observations/
			(Yes/No/ NA)	Remarks by PCS*
1.	Compliances with the following conditions while appointing/re-appointing an auditor
	i.	If the auditor has resigned within 45 days from	NA
		the end of a quarter of a financial year, the
		auditor before such resignation, has issued the
		limited review/ audit report for such quarter; or
	ii.	If the auditor has resigned after 45 days from
		the end of a quarter of a financial year, the
		auditor before such resignation, has issued the
		limited review/ audit report for such quarter as
		well as the next quarter; or
	iii. If the auditor has signed the limited review/
		audit report for the first three quarters of a
		financial year, the auditor before such
		resignation, has issued the limited review/ audit
		report for the last quarter of such financial year
		as well as the audit report for such financial year.

2.	Other conditions relating to resignation of statutory auditor
	i. Reporting of concerns by Auditor with respect to the		NA
	listed entity/its material subsidiary to the Audit
	Committee:
	a. In case of any concern with the management of
	the listed entity/material subsidiary such as non-
	availability of information / non-cooperation by
	the management which has hampered the audit
	process, the auditor has approached the
	Chairman of the Audit Committee of the listed
	entity and the Audit Committee shall receive such
	concern directly and immediately without
	specifically waiting for the quarterly Audit
	Committee meetings.
	b. In case the auditor proposes to resign, all
	concerns with respect to the proposed
	resignation, along with relevant documents has
	been brought to the notice of the Audit
	Committee. In cases where the proposed
	resignation is due to non-receipt of information /
	explanation from the company, the auditor has
	informed the Audit Committee the details of
	information/ explanation sought and not provided
	by the management, as applicable.

Sr. No.	Particulars	Compliance Status	Observations/
		(Yes/No/ NA)	Remarks by PCS*

1. The Audit Committee / Board of Directors, as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor.

1. Disclaimer in case of non-receipt of information:

The auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor.

3.	The listed entity / its material subsidiary has obtained	NA
	information from the Auditor upon resignation, in the
	format as specified in Annexure-A in SEBI Circular CIR/
	CFD/CMD1/114/2019 dated 18th October, 2019.

1. I hereby report that, during the review period the compliance status of the listed entity is appended as below :

Sr. No.	Particulars	Compliance Status	Observations/
		(Yes/No/ NA)	Remarks by PCS*
1.	1. Secretarial Standards:	YES
	The compliances of the listed entity are in accordance
	with the applicable Secretarial Standards (SS) issued
	by the Institute of Company Secretaries of India (ICSI).
2.	Adoption and timely updation of the Policies:	YES
	All applicable policies under SEBI Regulations are
	adopted with the approval of board of directors of
	the listed entities
	All the policies are in conformity with SEBI
	Regulations and have been reviewed & updated on
	time, as per the regulations /circulars /guidelines
	issued by SEBI .
3.	Maintenance and disclosures on Website:	YES
	The Listed entity is maintaining a functional
	website.
	Timely dissemination of the documents/
	information under a separate section on the
	website.
	Web-links provided in annual corporate
	governance reports under Regulation 27(2) are
	accurate and specific which re- directs to the
	relevant document(s)/ section of the website.