HT Media Limited has announced the resignation of Shri Manhar Kapoor from his position as Whole-Time Director, effective from closing business hours on February 28, 2026. The disclosure was made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Transition Details

The company informed the stock exchanges that Manhar Kapoor, holding Director Identification Number (DIN) 06553730, has tendered his resignation from the Board of Directors. The resignation becomes effective at the close of business on February 28, 2026.

Continued Role in Company

Despite stepping down from his directorship, Kapoor will continue to serve HT Media in key operational roles. He will retain his positions as Group General Counsel & Company Secretary, which are classified as Key Managerial Personnel under Section 203 of the Companies Act, 2013. Additionally, he will continue as the Compliance Officer of the company.

Regulatory Compliance

The announcement was made through a formal communication to both BSE Limited and National Stock Exchange of India Limited on February 27, 2026. The disclosure included all relevant details as required under the listing regulations and was accompanied by supporting documentation in Annexure I.

Strategic Focus

In his resignation letter addressed to the Board of Directors, Kapoor stated that he is stepping down from his directorship "in order to devote my full attention and efforts to my responsibilities as Group General Counsel and Company Secretary." This indicates a strategic decision to concentrate on his legal and secretarial functions within the organization.

The communication was signed by Piyush Gupta, Group Chief Financial Officer of HT Media Limited, ensuring proper authorization and documentation of this corporate governance matter.

HT Media Limited has issued a postal ballot notice seeking shareholder approval for a key leadership appointment, marking a significant corporate governance milestone for the media company.

Postal Ballot Details and Timeline

The company issued the postal ballot notice on February 3, 2026, for seeking approval on special business related to the appointment of a new Managing Director & Chief Executive Officer. The e-voting facility has been arranged through National Securities Depository Limited (NSDL) with specific timelines for shareholder participation.

Proposed Appointment and Remuneration Structure

The postal ballot seeks approval for appointing Sameer Singh (DIN: 08138465) as Managing Director & Chief Executive Officer for a five-year term starting March 1, 2026. The remuneration package has been structured with multiple components and built-in revision mechanisms.

Leadership Profile and Experience

Sameer Singh brings extensive experience to the role, having served as Group Chief Executive Officer of the company since March 1, 2025. He is an alumnus of IIM Calcutta with over 30 years of experience spanning digital platforms, advertising, and brand innovation.

His previous roles include:

• Head of North America Global Business Solutions at TikTok/ByteDance
• Chief Executive Officer - India and South Asia at GroupM
• Leadership positions at Google, GSK, Procter & Gamble, and IPG

During FY 2026 (till December 31, 2025), he has drawn remuneration of Rs. 2.43 crore as Group Chief Executive Officer and Rs. 4.03 crore from subsidiary Hindustan Media Ventures Limited.

Financial Performance Context

The company's recent financial performance shows improvement in operational metrics. For FY 2024-25, HT Media reported revenue from continuing operations of Rs. 1,03,562 lakhs compared to Rs. 90,706 lakhs in FY 2023-24, representing significant growth.

Regulatory Compliance and Voting Process

The appointment follows regulatory requirements under SEBI Listing Regulations, particularly Regulation 25(11), which mandates a one-year cooling period for independent directors before executive appointments. Singh previously served as Independent Director of subsidiary companies until early 2025.

Shareholders can participate in e-voting through multiple channels including NSDL's platform, depository participant portals, and mobile applications. The company has engaged KFin Technologies Limited as the Registrar & Share Transfer Agent for the process.

Board Recommendation and Future Outlook

The Board of Directors has recommended the special resolution for shareholder approval. The appointment aims to strengthen the company's leadership as it focuses on digital transformation, revenue optimization, and market expansion across its print, radio, and digital business segments.

The resolution requires approval by special resolution, and if passed, will be deemed effective from the end of the e-voting period on March 5, 2026.