Directors Report of Music Broadcast Ltd.

Mar 31, 2024

We are delighted to present the Twenty-Fifth (25^th) Annual Report of Music Broadcast Limited ("MBL" / "the Company" / "Radio City") along with the Audited Financial Statements for the financial year ended on March 31, 2024.

1. COMPANY OVERVIEW:

As the pioneer of private FM radio broadcasting in India, Music Broadcast Limited, operating under the iconic brand "Radio City", has been at the forefront of shaping the FM radio landscape in the country. Since its inception, Radio City has been dedicated to revolutionizing FM radio with its distinctive content, characterized by innovation and a deep connection with urban culture, encapsulated by its brand ethos of "Rag Rag Mein Daude City".

Radio City has been instrumental in introducing content that is not only groundbreaking but also resonates with the unique spirit of each city it operates in. With a focus on capturing the essence of city life, Radio City has fostered a sense of local pride and community among its listeners.

In line with its commitment to offering comprehensive solutions to advertisers, Radio City has evolved into a holistic platform, providing integrated marketing opportunities. From content production to event intellectual properties, social media campaigns, commissioned podcasts, audio narratives and influencer collaborations, Radio City offers advertisers a diverse array of avenues to engage with their target audience effectively.

By continuously innovating and adapting to the changing media landscape, Radio City remains dedicated to enriching the lives of its listeners and delivering value to its advertisers, solidifying its position as a leading player in the Indian broadcasting industry.

2. FINANCIAL SUMMARY:

The summarized financial performance of the Company for the financial year ended March 31, 2024, as compared to the previous year''s are given below:

		('' in Lakhs)
Particulars	FY 2023-24	FY 2022-23
Revenue from Operations Other Income	22853.85 2307.77	19886.14 1970.33
Total Income	25161.62	21856.47
Administration & other expenses	19538.63	17579.39
Interest	989.81	391.26
Depreciation and amortization expenses	3343.13	3279.57
Total Expenditure	23871.57	21250.22
Profit/(Loss) before Tax	1290.05	606.25
Less: Current Tax	219.42	126.17
Deferred Tax expense	386.21	136.09
Profit / (Loss) after Tax	684.42	343.99
Other comprehensive income Items that will not be reclassified to profit or loss -Re-measurements of post-employment benefit obligations	12.82	39.76
Add: Income tax relating to these items	(3.73)	(11.58)
Other comprehensive income for the year, net of tax	9.09	28.18
Total comprehensive income for the year	693.51	372.17
Add: Proft/(loss) brought forward	(772.97)	(1145.14)
Less: Transfer to Debenture Redemption Reserve	-	-
Profit / (Loss) carried to Balance Sheet	(79.46)	(772.97)

Note: The above figures are extracted from the financial statements prepared in compliance with Indian Accounting Standards (''Ind AS''). The Financial Statements of the Company complied with all aspects with Ind AS notified under Section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

3. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIR:

Financial year 2023-24 witnessed significant developments and trends within the Indian radio industry, reflecting its resilience and adaptability amidst changing consumer behaviors and market dynamics. As the key player in the country''s media landscape, the radio industry continued its journey of evolution, leveraging technology and innovation to engage audiences and drive growth.

Despite the challenges posed by the global conflicts and economic uncertainties, India demonstrated remarkable resilience and continue to be fastest growing major economy. Similarly, radio Industry has shown its ability to bounce back, with FM radio stations across the country experiencing a gradual recovery in advertising revenues and listener engagement.

A notable trend during Financial Year 2023-24 was the accelerated by adoption of digital technologies within the radio industry. FM radio stations intensified their efforts to embrace digital platforms, including online streaming, mobile applications and social media channels, to expand their reach and enhance listener experiences. This digital integration opened up new avenues for content delivery, audience engagement, brand promotion and advertising, transforming the radio landscape in India.

In response to evolving listener preferences and market dynamics, radio broadcasters focused on content innovation, offering diverse and engaging programming across genres. From music and entertainment to talk shows and podcasts, radio stations curated content that resonated with their target audiences, fostering deeper connections and loyalty.

The advertising landscape for the radio industry witnessed a resurgence during Financial Year 2023-24, with advertisers increasingly recognizing the effectiveness and relevance of radio advertising in reaching local and regional audiences. The festive period, in particular, witnessed a surge in advertising spend, as businesses capitalized on the positive consumer sentiment and increased the purchasing power.

The Financial Year 2023-24 marked a period of recovery, growth and transformation for the Indian radio industry, reaffirming its relevance and enduring appeal in an increasingly digital world. With a focus on innovation, content excellence and audience engagement, the industry is poised to chart a path of sustained growth and success in the years to come.

Turnover of the Company was '' 22,853.85 lakhs for the financial year ended March 31, 2024 as compared to '' 19,886.14 lakhs, an increase of 14.92% over the previous

year. The Profit/ (Loss) after taxes is '' 684.42 lakhs, as compared to '' 343.99 lakhs in the previous year, an increase of 98.97% over the previous year.

For a comprehensive analysis of the Company''s financial performance during the year under review, please refer to the Report on Management Discussion and Analysis, which constitutes an integral part of this Annual Report.

4. DIVIDEND:

The Board of Directors of the Company has not recommended any dividend on equity shares for the year under review.

Further, the Company has paid an Interim Dividend during the FY 2023-24 of '' 0.01 per Non-Convertible Redeemable Preference Shares.

5. DIVIDEND DISTRIBUTION POLICY:

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors of the Company has framed the Dividend Distribution Policy. This policy delineates the criteria for determining the distribution of dividends to shareholders while also addressing the need to conserve resources for future exigencies. The policy is accessible on the website of the Company at https://www.radiocity.in/ investors/policies-code-of-conduct.

6. RESERVES:

During the year under review, no amount has been transferred to the Reserves of the Company. For a comprehensive breakdown of the changes in Other Equity throughout the year, please refer to the Statement of changes in Equity within the Company''s Financial Statements.

7. DEPOSITS:

The Company has adhered to Section 73 of the Act along with the Companies (Acceptance of Deposits) Rules, 2014, by not accepting any deposit from the public or shareholders. Consequently, as of the Balance Sheet date, there were no amounts outstanding on account of principal or interest on public deposits. Therefore, there are no details to disclose as mandated under Rule 8(v) and (vi) of the Companies (Accounts) Rules, 2014.

8. CREDIT RATING:

The Company''s robust financial management and its ability to meet financial obligations promptly have been reaffirmed by the credit rating agency CRISIL. The Longterm instrument rating stands at "CRISIL AA/Stable", while the Short-term instrument rating is noted as "CRISIL A1 ".

Furthermore, the Company''s Non-Cumulative NonConvertible Redeemable Preference Shares have also undergone assessment by CRISIL, with the rating being reaffirmed as "CRISIL AA/Stable".

The details of Credit Rating of the Company are also uploaded on the website of the Company at https://www. radiocity.in/investors/credit-rating.

9. UNSECURED, NON-CONVERTIBLE, NON-CUMULATIVE, REDEEMABLE PREFERENCE SHARES (“NCRPS”) OF FACE VALUE OF '' 10/- EACH:

The Company allotted 89,69,597 NCRPS of face value of '' 10/- each, bearing coupon rate of 0.1% p.a. to the nonpromoter equity shareholders of the Company, as on the Record Date i.e., Friday, January 13, 2023, as per the ratio stipulated in the Scheme of Arrangement i.e., 1 (One) NCRPS with a face value of '' 10 each, issued at a premium of '' 90 per NCRPS, for every 10 (Ten) Equity Shares held with a face value of '' 2 each. These NCRPS are redeemable at the expiry of 36 months i.e., January 19, 2026 from the date of allotment of shares. These NCRPS were listed and admitted to trade freely at the stock exchanges with effect from April 20, 2023, on both BSE Limited and the National Stock Exchange of India Limited.

Dividend Payment:

The Company declared in its Board Meeting held on January 23, 2024 first year dividend of 0.1% of face value of '' 10/- each on NCRPS an interim dividend credited to the eligible NCRPS holders account whose name appears in the Register of Members of the Company or in the records of the Depositories as beneficial owners of the NCRPS as on "Record Date" i.e. Friday, February 2, 2024.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Director Retiring by Rotation:

In accordance with the provisions outlined in Section 152 of the Act, read along with the Companies (Management & Administration) Rules, 2014, and the Articles of Association of the Company, Mr. Rahul Gupta (DIN-00359182), a Non-Executive NonIndependent Director of the Company, is liable to retire by rotation at the upcoming Annual General Meeting. Mr. Gupta, being eligible, has expressed his willingness for re-appointment.

The Board has recommended for his re-appointment at the forthcoming Annual General Meeting as a Non-Executive Non-Independent Director of the Company, liable to retirement by rotation.

ii. Appointment of Director:

The tenure of Ms. Anita Nayyar (DIN: 03317861) as a Woman Independent Director will be completed on January 26, 2025. The Board of Directors at its meeting held on May 22, 2024, based on recommendation

of Nomination and Remuneration Committee ("NRC") had considered and recommended the re-appointment of Ms. Anita Nayyar as an Independent Director for the second term of five (5) years commencing from January 27, 2025 to January 26, 2030 subject to approval of shareholders at 25^th Annual General Meeting. Accordingly, matter with respect to her re-appointment is proposed for the approval of the shareholders in the Notice of 25^th Annual General Meeting.

A brief profile and other necessary details, as mandated under Regulation 36 of the Listing Regulations and Secretarial Standard-2 on General Meetings ("Secretarial Standard-2"), regarding the Directors proposed for appointment, reappointment at the ensuing AGM, are attached to the Notice convening the 25^th Annual General Meeting.

iii. Key Managerial Personnel:

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are designated as the Key Managerial Personnels (KMPs) as on March 31, 2024:

Sr. No	Name of the KMP	Designation
1	Mr. Ashit Kukian	Chief Executive Officer (CEO)
2	Mr. Prashant	Chief Financial Officer
	Domadia	(CFO)
3	Ms. Arpita Kapoor	Company Secretary (CS) and Compliance Officer

During the financial year under review, there were no changes in the KMP of the Company.

11. INDEPENDENT DIRECTORS:

In accordance with Section 149 of the Act, Ms. Anita Nayyar, Mr. Anuj Puri, Mr. Madhukar Kamath, Mr. Ravi Sardana and Mr. Vijay Tandon serve as Independent Directors of the Company. The Company has received declarations from all Independent Directors confirming their adherence to the independence criteria outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

As per Regulation 25(8) of the Listing Regulations, they have affirmed their unawareness of any circumstances or situations that could impair their ability to discharge their duties independently and objectively. The Board has duly acknowledged and recorded these declarations and confirmations, after thoroughly assessing their veracity.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder, read with the Listing Regulations and are independent of the management and possess requisite qualifications, experience and expertise and hold highest standards of integrity to discharge the

assigned duties and responsibilities as mandated by Act and Listing Regulations diligently. Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

Further, in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company are qualified to act as independent directors and have registered their names in the online databank of Independent Directors maintained by Indian Institute of Corporate Affairs.

12. PERFORMANCE EVALUATION:

The Nomination and Remuneration Committee of the Company has established comprehensive criteria for evaluating the performance of the Board, its Committees and individual Directors, including Independent Directors. These criteria encompass various facets of the Board''s functioning, including the adequacy of the Board and Committee compositions, the fostering of a healthy Board culture, administration, strategic & risk management, effective participation and corporate governance/ compliance framework. Parameters for evaluation of Directors included constructive participation in Meetings and engagement with colleagues on the Board.

Similarly, the Committees were evaluated on parameters understanding their mandate and accordingly discharging their duties and providing adequate oversight on key areas. The Chairman of the Company was evaluated on leadership and overall effectiveness in managing affairs of the Company, ensuring Corporate Governance and carrying out duties as entrusted by the Board.

Responses submitted by Board Members were collated, analyzed and improvement opportunities emanating were noted by the Board to optimize its overall effectiveness. The evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors and the Chair is satisfactory. The details of the evaluation process and the results thereof of the evaluation were presented to the Board of Directors.

13. FAMILIARIZATION PROGRAMME FOR DIRECTORS:

Upon appointment of new Independent Director, the Company issues a formal letter of appointment which sets out in detail, inter-alia, the terms and conditions of appointment, their duties, responsibilities and expected time commitments, amongst others. The terms and conditions of their appointment are disclosed on the website of the Company.

The Board members are provided with the necessary documents, presentation, reports and policies to enable

them to familiarize with the Company''s procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on the Company''s performance. Detailed presentations on the Company''s business and updates on relevant statutory changes and important laws are also given in the meetings.

Pursuant to Regulation 25(7) of the Listing Regulations, during the Financial Year 2023-24, the familiarisation program for the Directors was held on February 10, 2024 on the Legal Landscape- An overview of Legislative Changes. The details of familiarization program for Directors are uploaded on the website of the Company at https://www.radiocity.in/images/uploads/pdf/ OrientationandFamiliarisationProgramme -2023-241707998525.pdf.

14. NOMINATION, REMUNERATION AND EVALUATION POLICY:

In accordance with Section 134(3) of the Act read with Section 178(4) of the Act and based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the Company the Nomination, Remuneration and Evaluation Policy for Directors and Senior Management Personnel. The Nomination, Remuneration and Evaluation Policy is attached hereto as Annexure I to the Director''s Report and is also uploaded on the website of the Company at https://www.radiocity. in/images/uploads/pdf/NRCPolicyMBL231681891299. pdf.

15. MEETINGS OF THE BOARD:

The Board of Directors met 5 (Five) times during the Financial Year ended March 31, 2024, in accordance with the provisions of the Act and the Rules made thereunder and Regulation 17 (2) of the Listing Regulations.

Details of the composition of the Board along with the Meetings held, attendance of the Directors and other relevant details are provided in the Corporate Governance Report, which forms part of this Annual Report.

16. COMMITTEES OF BOARD OF DIRECTORS:

The Company has established various Board committees as required by the Act and Listing Regulations. These Committees include the Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee. They have been constituted in compliance with relevant provisions of laws and regulations.

Detailed information about the composition, dates of the meetings, attendance, terms of reference and other relevant details regarding these committees is provided

in the ''Report on Corporate Governance'' section, which forms part of this Annual Report.

17. CORPORATE GOVERNANCEAND CORPORATE GOVERNANCE CERTIFICATE:

A Report on Corporate Governance as stipulated under Regulations 17 to 27 and Para C, D and E of Schedule V of the Listing Regulations, as amended from time to time, is set out separately in this Annual Report. The Company has been in compliance with all the norms of Corporate Governance as stipulated in the Listing Regulations, mentioned above.

A Certificate from the Secretarial Auditor of the Company, Mr. Deepak Rane, Practicing Company Secretary (CP 8717; ACS 24110), confirming compliance with the provisions of Corporate Governance as stipulated under the Listing Regulations is included in the Corporate Governance Report which forms a part of this Annual Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report, as mandated by Regulation 34(2)(e) of the Listing Regulations, has been provided separately and forms part of this Annual Report. Additionally, in compliance with the Listing Regulations, the Audit Committee of the Company has duly reviewed the said Management Discussion and Analysis Report for the Financial year ended March 31, 2024.

19. INSURANCE:

The Company has comprehensive insurance coverage for all its existing assets, safeguarding against potential risks such as fire, riots, earthquakes, floods, and other threats identified by management. As per the provisions of the Act and in compliance with Regulation 25(10) of the Listing Regulations, we have also procured a Directors'' and Officers'' Liability Insurance to indemnify our directors and officers for claims brought against them to the fullest extent permitted under applicable law.

20. CODE OF CONDUCT:

The Company has implemented a robust Code of Conduct applicable to both to Directors and Senior Management Personnel. This Code provides essential guidance and support for ensuring ethical business conduct and adherence to the legal requirements.

A declaration signed by the Chief Executive Officer of the Company affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel as prescribed under Part ''D'' of Schedule V read with Regulation 17 (5) of the Listing Regulations, for the Financial Year 2023-24 is included in the Corporate Governance Report which forms a part of this Annual Report.

21. INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company did not had any obligation to transfer funds or shares to the Investor Education and Protection Fund.

22. SHARE CAPITAL:

As of March 31, 2024, the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company were as follows:

Authorised Share Capital:

The Authorised Share Capital of your Company is '' 89,01,96,000 (Rupees Eighty-Nine Crores One Lakh Ninety-Six Thousand Only) comprising of 40,00,00,000 (Forty Crore) Equity Shares of '' 2 (Rupees Two only) each, 50,000 (Fifty Thousand) Convertible Redeemable Preference Shares of '' 10 (Rupees Ten only) each and 89,69,600 (Eighty-nine Lakhs, Sixty-Nine Thousand and Six-hundred) Non-Convertible Non-Cumulative Redeemable Preference Shares of '' 10/- ('' Ten Only) each.

Issued, Subscribed and Paid-up Share Capital:

The issued, subscribed and paid-up share capital of the Company as at March 31, 2024 stood at '' 78,10,67,220/-(Rupees Seventy-Eight Crores Ten Lakhs Sixty-Seven Thousand Two Hundred and Twenty Only) divided into Equity Capital of '' 69,13,71,250/- (Rupees Sixty-Nine Crores Thirteen Lakh Seventy-One Thousand Two Hundred and Fifty Only) divided into 34,56,85,625 (Thirty-Four Crore Fifty-Six Lakhs Eighty-Five Thousand Six Hundred Twenty Five) Equity Shares of ''2/- each and Preference Share Capital of '' 8,96,95,970/- (Rupees Eight Crore Ninety-Six Lakhs Ninety-Five Thousand Nine Hundred and Seventy Only) divided into 89,69,597 (Eighty-Nine Lakhs Sixty-Nine Thousand Five Hundred and Ninety Seven) NCRPS of ''10/- (Rupees Ten Only) each.

There is no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company from previous Financial year.

The Company has neither issued shares with differential voting rights nor sweat equity. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company (ies) for the year under review.

24. CORPORATE SOCIAL RESPONSIBILITY(“CSR”):

The Company is committed to conduct its business in a socially responsible, ethical and environmental friendly manner. It strives to enhance the quality of life in the communities where it operates. To further these

objectives, the Company has constituted a CSR Committee comprising of 3 (Three) members. Comprehensive information about the composition of the CSR Committee and its meetings held during the Financial year 2023-24 is provided in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Amendment Rules, 2014, the Company has formulated its CSR Policy. This Policy takes into account the relevant Acts and Rules and Schedules VII of the Act. Additionally, the CSR Policy of the Company is available on the website of the Company at https://www.radiocity. in/images/uploads/pdf/CorporateSocialResponsibilityPo licy-MBL202116182135091627568756.pdf

The Annual report on CSR activities, as mandated by Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) has been included as Annexure II to the Director''s Report.

25. RELATED PARTY TRANSACTIONS:

During the financial year under review, the Company did not enter into any contract / arrangement / transactions referred in Section 188(1) of the Act along with the rules made thereunder. All Related Party Transactions conducted by the Company during the financial year were carried out in the normal course of business and on an arm''s length basis. Additionally, there were no significant contracts, arrangements or transactions, materially at arm''s length or otherwise. Hence, the disclosure requirement in Form AOC-2, as prescribed by Section 134 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, does not apply to the Company.

All Related Party Transactions were conducted only with the prior approval of the Audit Committee. For transactions anticipated or of a recurring nature, prior omnibus approval was obtained. A statement detailing all related party transactions is regularly presented before both the Audit Committee and the Board on a quarterly basis, providing comprehensive information on these transactions. Also, the Statement of Related Party Transactions is also filed at the stock exchanges on half yearly basis in the prescribed format.

Furthermore, the policy on materiality and dealing with Related Party Transactions is available on the website of the Company at https://www.radiocity.in/images/uploads/ pdf/RPTPolicy-MBLJanuary242022Latest1646211685.pdf

In accordance with Ind AS-24, the Related Party Transactions are disclosed under Note No. 24 of the Financial Statements.

26. INTERNAL FINANCIAL CONTROLS:

The Company has implemented robust internal financial controls pertaining to its Financial Statements. These controls were thoroughly tested during the year under review and no significant weaknesses in the processes or operations were identified. Furthermore, the Company conducts Internal Audit, performed by an independent audit firm, to consistently monitor the adequacy and effectiveness of its internal control system. This Internal Audit also evaluates the Company''s compliance status, ensuring that all regulatory requirements are met satisfactorily.

The Audit Committee reviews the adequacy and effectiveness of the Company''s Internal Controls and monitors the implementation of audit recommendations, if any.

27. INTERNAL AUDITORS:

M/s KPMG is the Internal Auditor of the Company. The Terms of Reference and scope of work of the Internal Auditor is approved by the Audit Committee. The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. The Internal Auditor presents significant audit findings and recommendations, along with corresponding corrective actions, to the Audit Committee of the Board.

28. LEGAL FRAMEWORK AND REPORTING STRUCTURE:

In consultation with a professional agency, the Company has set up a compliance tool aimed at monitoring and enhancing compliance of the applicable laws to the Company. This tool undergoes regular updates to accommodate any amendments/modifications in applicable laws from time to time. As a result of this initiative, compliance at all levels of the Company has been significantly strengthened. The Compliance Officer has been designated with the responsibility to oversee the functioning of this tool.

29. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT:

The details of Loans, Guarantees and Investments as defined under Section 186 of the Act are given in the notes to the Financial Statements for the year under review.

However, the Company has not given any guarantee or provided security in connection with loan to any other body corporate or person as prescribed under Section 186(2) of the Act.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In accordance with Regulation 34 (2) (f) of the Listing Regulations, the Company has formulated the Business Responsibility and Sustainability Reporting for the Financial year 2023-24. This report is appended as Annexure III to the Director''s Report and forms a part of this Annual Report. This report evaluates the Company''s performance and reporting against each of the nine principles outlined in the ''National Guidelines on Responsible Business Conduct'' (NGRBCs).

31. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:

In accordance with Section 134(3)(n) of the Act and Regulation 21 of Listing Regulations, the Company has established a Risk Management Committee (RMC) comprised of four (4) members. Comprehensive details regarding the Risk Management Committee can be found in the ''Corporate Governance'' section, which forms part of this Annual Report. The Company has formulated a Risk Management Policy to establish an efficient and integrated framework for managing risks.

During Financial year 2023-24, the Company has engaged M/s KPMG to assist in conducting an Enterprise Risk Management (ERM) exercise. This initiate has fortified the Company''s risk management framework, facilitating the identification, assessment and mitigation of business risks, coupled with timely monitoring and action. Each key function and division independently oversees risks within their respective areas of operations including strategic, finance, operational, regulatory & compliance, insurance, legal and other issues like cyber security, data privacy, personnel, reputational and other risks.

32. WEBLINK OF ANNUAL RETURN:

This framework aims to forter growth, enhance transparency, minimize adverse impact on the business objectives and strengthen the Company''s competitive advantage by implementing effective risk management measures.

The Annual Return for the Financial year ended March 31, 2024, in Form MGT - 7 as mandated under Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 can be accessed on the website of the Company at https://www.radiocity.in/ investors/annual-reports

33. VIGIL POLICY/ WHISTLE BLOWER MECHANISM:

The Company upholds the ethical conduct across all its business endevours, aligning with the highest standards of Corporate Governance. The Company has established a whistle- blower/ vigil mechanism for both the Directors

and Employees. This mechanism enables reporting of breaches of the code of conduct including code of conduct for insider trading, unethical business practices, illegality, fraud, corruption, leak of unpublished price sensitive information pertaining to the company, etc. at the workplace without any fear of retaliation. Adequate safeguards are in place to protect individuals against victimization.

The Audit Committee periodically reviews the operation of the Vigil Mechanism to ensure its effectiveness. Furthermore, none of the Employees/Directors has been denied access to the Chairman of the Audit Committee. Comprehensive details of the Whistle Blower Policy are outlined in the ''Report on Corporate Governance'' and the Policy is also available on the website of the Company at https://www.radiocity.in/images/uploads/pdf/Vigil-Machanism-Policy-MBL15537699281627568423.pdf

For the Financial Year 2023-24, there was no complaint reported by any Employee/ Director under this mechanism.

34. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the requirements of Section 134(5) of the Act, the Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures from the same;

ii) They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit and loss of the Company at the end of the financial year;

iii) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They had prepared the annual accounts on a going concern basis;

v) They had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

vi) They had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

35. COMPLIANCE OF SECRETARIAL STANDARDS:

During the Financial year under review, the Company diligently adhered to the relevant Secretarial Standards, namely SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) as prescribed by the Institute of Company Secretaries of India. These standards have been duly approved by the Central Government under Section 118(10) of the Act.

36. SECRETARIAL AUDIT ANDSECRETARIAL COMPLIANCE REPORT:

In accordance with the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and upon the recommendation of Audit Committee, the Board has appointed Mr. Deepak Rane, Practicing Company Secretary, (Membership No: ACS 24110 and CP No. 8717) to conduct the Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024, is annexed herewith as Annexure IV to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Furthermore, in compliance with Regulation 24A of the Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report for the Financial Year 202324 from the Secretarial Auditors. This report has also been submitted to the Stock Exchanges.

37. COST AUDIT:

The Company has deligently maintained its accounts and cost records in accordance with the specifications outlined by the Central Government under Section 148(1) of the Act. Upon the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s Kishore Bhatia and Associates, Cost Accountants, Mumbai (Firm Registration No. 00294) as Cost Auditors to conduct audit of Cost Accounts of the Company for the Financial year 2024-25. At the forthcoming Annual General Meeting, the approval of the Members will be sought for the ratification of their remuneration.

38. STATUTORY AUDITOR:

At the 21^st Annual General Meeting held on September 15, 2020, the shareholders of the Company appointed M/s Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/ N500016) as Statutory Auditors of the Company for a second consecutive term of five (5) years to hold office from the conclusion of the 21^st Annual General Meeting of the Company till the conclusion of 26^th Annual General Meeting to be held in the year 2025,

at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Statutory Auditors.

Pursuant to the provisions of Section 139(1) and Section 141 of the Act read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company.

M/s Price Waterhouse Chartered Accountants LLP has audited the books of accounts of the Company for the Financial Year ended March 31, 2024 and have issued the Auditors'' Report thereon. The Report given on the financial statement of the Company for the Financial Year 2023-24 forms part of this Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.

Reporting of Fraud by the Auditors

During the Financial year under review, neither the Statutory Auditors or the Cost Auditors or the Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees, to either the Audit Committee or the Board. As mandated under Section 143 (12) of the Act, the Director''s Report does not require the inclusion of details regarding such incidents.

39. OTHER DISCLOSURES:

During the year under review, there were no transactions requiring:

• No securities (including sweat equity shares and ESOP) were issued to the employees of the Company under any scheme.

• No orders were passed by any of the regulators or courts or tribunals impacting the going concern status and Company''s operations in the future.

• No revision was made in the previous financial statement of the Company.

• No changes in the nature of the business of the Company.

• No application has been made under the Insolvency and Bankruptcy Code hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

• The requirement to disclose the details of difference

between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

40. MATERIAL CHANGES AND

COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Board reports that there have been no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ending March 31, 2024 and the date of this Report. Furthermore, there has been no alteration in the nature of the Company''s business during this period.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO:

The Company is in the business of Private FM Radio Broadcasting. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However, the information, as applicable, is given hereunder:

Conservation of Energy:

The operations of the Company are not energy-intensive; steps are being continually taken to conserve energy in all possible ways. In the past few years, the Company has undertaken several initiatives not only in the areas of energy efficiency across locations to conserve energy but also towards optimum utilisation of all-natural resources. Some of these initiatives include:

o Replacement of conventional lighting with LED lighting across our locations.

o Installation of star-rated energy-efficient air conditioners.

o Installation and up-gradation of energy-efficient electronic devices aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

Technology Absorption, Adaptation, and Innovation:

The Company has not imported any specific technology for its broadcasting, although it uses advanced mechanisms including transmitters, Cummins, etc. which are handled by the Company''s in-house technical team. The Company uses the latest equipment in broadcasting its programs. The outdated technologies are constantly identified and updated with the latest innovations.

Foreign Exchange Earnings and Outgo:

The details of earnings and outgo in foreign exchanges are as under:

('' In Lakhs)
Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Foreign Exchange earned	70.76	148.63
Foreign Exchange outgo • Capital Expenses • Other Expenses	432.50 37.23	307.03 34.60
Total Foreign Exchange outgo	469.74	341.63

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details is annexed as Annexure V to the Director''s Report.

Additionally, the statement enumerating the names of top ten employees in terms of the remuneration drawn and the particulars of employees as required pursuant to Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company in the said Rules forms part of the Annual Report. However, in terms of second provision of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such information may address an email to [email protected]. None of the employees identified as per above Rules is related to any Director of the Company.

43. HUMAN RESOURCES:

Human resource represent a critical asset and a primary important driver for the Company''s sustained growth and profitability. The Company consistently places significant emphasis on its human capital and maintains positive and harmonious relations across all organizational levels. The well-disciplined workforce, many of whom have been with the Company for over a decade, forms the bedrock of the Company''s notable accomplishments and will continue to do so in the future.

The management deligently conducts systematic performance appraisals and imparts training at periodic intervals to enhance employee skills and competencies. The Company values talent recognition and adheres to the principle of rewarding performance judiciously.

The total number of permanent employees of the Company as on March 31, 2024 is 479.

44. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 ("POSH Act") and Rules made thereunder, the Company has taken measures to comply with the POSH Act and has established a zero-tolerance policy towards sexual harassment at the workplace. The Company has constituted an Internal Complaint Committee to redress and resolve any complaints arising under the POSH Act.

Regular Training/awareness programs are conducted by the Company throughout the year fostering a culture of respect and sensitivity in the workplace. No complaints on sexual harassment were received during the financial year under review.

45. CAUTIONARY STATEMENTS:

Certain statements contained in the Directors'' Report, Corporate Governance Report and Management Discussion & Analysis describing the Company''s objectives, estimates, expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company''s operations include advertisements available, cost and demand and pricing of the Company''s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

46. ACKNOWLEDGEMENT:

The Directors extend their heartfelt gratitude to the shareholders, bankers, financial institutions, Credit Rating

Agency, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Regulatory Bodies, Advisors, Government Authorities and other business partners for their cooperation and support throughout the financial year.

Additionally, the Directors acknowledge and appreciate the dedicated efforts of employees and other stakeholders who have played a crucial role in the Company''s consistent and satisfactory performance, especially in a challenging environment. Their hard work and enthusiasm have been instrumental in the Company''s growth, particularly in ensuring uninterrupted dissemination of information and content to listeners despite challenges faced by the radio industry.

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Mar 31, 2018

The Board of Directors of the Company are pleased to submit their Nineteenth Annual Report together with the Audited Accounts statements for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS:

The summarized financial results of the Company for the financial year ended March 31, 2018 as compared to the previous year were as under:

(Rs. in Lakhs)

Particulars	F.Y. 2017-18	F.Y. 2016-17
Income -
Revenue from Advertisement	29,824.78	27,141.61
Other Income	1,938.34	443.65
Total Income	31,763.12	27,585.26
Expenditure -
Administration & other expenses	20,115.89	18,016.41
Interest	1,497.86	1,901.32
Depreciation and amortization expenses	2,626.92	1,967.69
Total Expenditure	24,240.67	21,885.42
Profit before Exceptional items and Tax	7,522.45	5,699.84
Less: Exceptional items	0.00	0.00
Profit/(Loss) for the year before tax	7,522.45	5,699.84
Less: Current Tax	1,648.07	1,335.06
Deferred Tax expense	702.68	698.87
Profit for the year	5,171.70	3,665.91
Other comprehensive income
Items that will not be reclassified to profit or loss
-Re-measurements of post-employment benefit obligations	5.50	-170.17
Add: Income tax relating to these items	-1.90	58.89
Other comprehensive income for the year, net of tax	3.60	-111.28
Total comprehensive income for the year	5,175.30	3,554.63
Add: (Loss) brought forward	-11,012.84	-12,715.73
Less: Transfer to Debenture Redemption Reserve	1,013.89	1,851.74
Loss carried to Balance Sheet	-6,851.43	-11,012.84

2. FINANCIAL HIGHLIGHTS

During the financial year 2017-18, the Company recorded growth of 9.89 % in revenue from operations, 6.40 % in PBIDT and 41.08% growth in Net Profit respectively.

For a detailed analysis of financial performance of the Company for the year under review, refer to report on Management Discussion and Analysis (‘MD&A’).

3. DIVIDEND

In view of carry forward losses by the Company from previous years, the Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2018.

4. UTILISATION OF IPO PROCEEDS

The proceeds of the IPO, are being used for redemption of listed Non-Convertible Debentures (‘NCD’s’), redemption of NCD’s/ ICD’s of promoters and general corporate purposes.

The unutilized portion thereto has been temporarily deployed in fixed deposit / current deposit with Scheduled Banks.

The summary of utilisation of net IPO proceeds as on March 31, 2018 is given below:

(Rs. in Lakhs)

Object of the Issue as per Prospectus	Projected utilisation of funds as per offer document / prospectus	Utilisation of funds up to March 31, 2018	Unutilised amount as at March 31, 2018
Redemption of the Listed NCD’s	20,000.00	15,000.00	5000.00
Early redemption of the Jagran Prakashan Limited (JPL) NCD’s and repayment / prepayment of JPL ICD’s	9,824.00	9,824.00	Nil
General Corporate Purpose	10,176.00	10,176.00	Nil

5. DEPOSITS

During the year under review, the Company neither accepted any public deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits’ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. During the year under review, the Company re-affirmed credit rating of “CRISIL AA/Stable” from CRISIL Limited on its Non-Convertible Debentures (NCD’s) listed with BSE Limited (“BSE”) and obtained “CRISIL A1 ” rating to the bank facilities of the Company from CRISIL Limited.

7. ACQUISITION OF THE RADIO BUSINESS OF THE ANANDA OFFSET PRIVATE LIMITED AND ALL ASSETS PERTAINING THERETO ON A ‘SLUMP SALE’ BASIS AS A GOING CONCERN

The Board of Directors at its meeting held on April 23, 2018, has approved the acquisition of Radio Business of Kolkata based “Ananda Offset Private Limited” (‘AOPL’) operating radio station under the brand name “Friends 91.9 FM” by way of Slump Sale subject to regulatory approvals. The Company has had a sales alliance with AOPL since the last five years and the acquisition allows it to enter into the Kolkata market, which is one of the top five markets in the country. ‘Friends FM’ as a brand has established itself in Kolkata city since past 10 years and was not in company’s bouquet and was also not available for bidding in Phase III Batch I of e-auctions carried out by Ministry of Information and Broadcasting (“MIB”).

Being a standalone channel its efficiency is yet to reach the potential, largely coming from National advertiser. This transaction is expected to be value accretive and help in improving the EBIDTA. AOPL runs two business divisions, radio and offset division and under terms of the business transfer agreement, the Company will acquire 100% ownership of the radio division of AOPL, subject to regulatory approvals.

8. DETAILS OF DIRECTORS OR KMP’S APPOINTED AND RESIGNED DURING THE FINANCIAL YEAR 2017-18 Appointment of Director:

Mr. Madhukar Kamath (DIN-00230316) was appointed as Additional Director of the Company with effect from May 25, 2017 as per provisions of Section 161 of the Companies Act, 2013. The shareholders, in the 18^th Annual General Meeting of the company held on September 14, 2017, approved the appointment of Mr. Kamath as Non-Executive Independent Director of the Company to hold office for 5 (five) consecutive years, up to May 24, 2022, not liable to retire by rotation.

Resignation of Director

Mr. Sameer Gupta, (DIN 00038353), Non-Executive Director of the Company has submitted his resignation from the Board of Directors of the Company with effect from October 09, 2017.

The Board places on record its deep appreciation for the valuable contribution made by Mr. Sameer Gupta during his tenure of office as director of the Company.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Ms. Apurva Purohit (DIN 00190097), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment and the Board recommends her re-appointment.

Necessary resolutions in respect of Ms. Apurva Purohit, seeking re-appointment and her brief resume pursuant to Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standards - 2 on General Meetings, is provided in the explanatory statement to the Notice convening the ensuing Annual General Meeting.

Key Managerial Personnel:

No KMP(s) has been appointed, retired or resigned during the financial year 2017-18.

9. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfil the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management.

10. ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE, OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Companies Act, 2013 and Listing Regulations mandate performance evaluation of the board and its committees, the Chairman and individual directors. To ensure an effective evaluation process, the Nomination and Remuneration Committee (‘NRC’) of the Board of Directors has put in place a robust evaluation framework for conducting the exercise. During financial year 2017-18, NRC, with a view to augmenting the process, questionnaires were circulated, refinements were made in questionnaires and peer evaluation was conducted for all the directors.

The Performance evaluation of the board was done on key attributes such as composition, administration, corporate governance etc. Parameters for evaluation of directors included constructive participation in meetings, engagement with colleagues on the board. Similarly, committees were evaluated on parameters such as adherence to the terms of mandate, deliberations on key issues etc. The Chairman of the Company was evaluated on leadership, guidance to the Board and overall effectiveness

Responses submitted by Board Members were collated and analyzed. Improvement opportunities emanating from this process were considered by the Board to optimize its overall effectiveness. A report on the evaluation process and the results of the evaluation was presented to the Board.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Upon appointment of new Independent Director, the Company issues a formal letter of appointment which inter alia sets out in detail, the terms and conditions of appointment, their duties, responsibilities and expected time commitments, amongst others. The terms and conditions of their appointment are disclosed on the website of the Company.

The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on Company’s performance. Detailed presentations on the Company’s businesses and updates on relevant statutory changes and important laws are also given in the meetings. The familiarization program for Directors was held on January 11, 2018 to give overview of and update on Performance Evaluation, Highlights of Companies Amendment Act, 2017, recommendation of Kotak Committee and Role and Responsibilities of Independent Directors. The details of familiarization program for Directors are posted on the Company’s website www.radiocity.in (web link: (http://www.radiocity. in//images/about-us/presscoverageimg/Orientation-and-Familiarisation-Programme-2017-18.pdf)

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178 (3) of the Companies Act, 2013 and Regulation 19 (4) (Part ‘D’ of Schedule II) of Listing Regulations is appended as Annexure - I to this Report.

13. COMMITTEES OF BOARD

The Company has constituted various Committees of the Board in accordance with the requirements of Listing Regulations, namely, Audit, Nomination & Remuneration, Stakeholders Relationship and Corporate Social Responsibility which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The details with respect to the composition, powers, roles, terms of reference, policies etc. of relevant Committees are given in the ‘Report on Corporate Governance’.

14. MEETINGS OF THE BOARD & ITS COMMITTEES

The Board of Directors met five times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder and Regulation 17 (2) of the Listing Regulations. During the year ended March 31, 2018, the Independent Directors held a separate meeting in compliance with the requirements of Schedule VI to the Companies Act, 2013 and Regulation 25 (3) of the Listing Regulations.

For details, kindly refer to the section on Corporate Governance forming part of this Annual Report.

15. CORPORATE GOVERNANCE

The Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A Report on Corporate Governance as stipulated under Regulations 17 to 27 of Listing Regulations is set out separately and forms part of the Annual Report.

The Company has been in compliance with all the norms of Corporate Governance as stipulated in Regulations 17 to 27 of Listing Regulations.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 of Listing Regulations is set out separately and forms part of the Annual Report.

17. INSURANCE

All the existing assets of the Company are adequately insured against loss of fire, riot, earthquake, floods etc. and such other risks which are being considered as threats to the Company’s assets by the Management of the Company.

18. CODE OF CONDUCT

As prescribed under Part ‘D’ of Schedule V read with Regulation 17 (5) of the Listing Regulations, a declaration signed by the Chairman affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the Financial Year 2017-18 is annexed to and forms part of the Corporate Governance Report.

19. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company was not required to transfer any amount to the Investor Education and Protection Fund.

20. CHANGES IN STRUCTURE OF SHARE CAPITAL, IF ANY

There was no change in the capital structure of the Company. The paid-up equity share capital of the Company as on March 31, 2018 was Rs.57,05,47,790/- consisting of 57,054,779 Equity Shares of Rs.10/- each.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company (ies) for the year under review.

22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE OF THE BOARD

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company’s website www.radiocity.in (web link http://www.radiocity.in//images/ about-us/presscoverageimg/Corporate%20Social%20 Responsibility %20Policy%20-%20MBL1491476602.pdf)

The Committee comprises of Ms. Apurva Purohit, Chairperson, Mr. Rahul Gupta and Mr. Anuj Puri as Members. The Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure II to this Report.

23. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were at arm’s length basis and in the ordinary course of business.

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties, which may have any potential conflict with the interest of the Company. All such related party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval is obtained for the transaction which are foreseen or recurring in nature. A statement of all related party transactions is presented before Audit Committee on quarterly basis, specifying the relevant details of the transactions. The policy on dealing with related party transactions is uploaded on the website of the Company at www.radiocity.in (web link: http://www.radiocity.in//images/ about-us/presscoverageimg/Policy%20on%20Related%20 Party%20 Transactions%20-%20MBL1491476649.pdf)

Since all related party transactions entered by the Company were in the ordinary course of business and were on an arm’s length basis, form AOC-2 as prescribed pursuant to Rule 8 (2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company. The details of the transactions with related parties are provided in Note No. 24 to the Financial Statements.

24. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements. During the year under review, such controls were adequately tested and no reportable material weakness in the process or operations were observed.

25. INTERNAL AUDITOR

M/s KPMG are our Internal Auditors. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments within the meaning of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements for the year under review.

27. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS

The management of the Company has framed risk management policy and identified the key risks to the business and its existence. There are no risks identified that may threaten the existence of the Company. For major risks, please refer to the section titled ‘Risks and Concerns’ in report on Management Discussion and Analysis. Since the Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year, compliance under Regulation 21 of Listing Regulations is not applicable.

28. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year ended March 31, 2018 is appended as Annexure III to this Report.

29. ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM

The Company promotes ethical behaviour in all its business activities and is in line with the best practices for adhering to highest standards of corporate governance. It has established a system through which directors & employees may report breach of code of conduct including code of conduct for insider trading, unethical business practices, illegality, fraud or corruption, etc. at work place without any fear of reprisal.

The Company has established a whistle blower mechanism for the directors and employees. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. None of the employees/directors has been denied access to the Audit Committee. The details of the Whistle Blower Policy are given in the Report on Corporate Governance and also available on the website of the Company at www.radiocity.in (web link http://www. radiocity.in//images/about-us/press coverageimg/ Vigil %20 Machanism%20Policy%20-%20MBL1491476623.pdf)

During the Financial Year 2017-18, there was no complaint reported by any Director or employee of the Company under this mechanism.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(5) of the Companies Act, 2013, the directors hereby confirm that:

in the preparation of the annual accounts, the applicable accounting standards had been followed;

the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit and loss of the Company at the end of the financial year;

the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the directors had prepared the annual accounts on a going concern basis;

the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are operating effectively.

31. COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

32. SECRETARIAL AUDIT

Pursuant to the provisions of section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Deepak Rane, Company Secretary in practice, Mumbai for conducting the Secretarial Audit of the Company for the financial year 2017-18 and furnish his report to the Board.

The Secretarial Audit Report forms part of this Report as Annexure IV. There are no qualifications or observations or other remarks made by the Secretarial Auditor on the audit conducted by him in his Report for the year under review.

33. COST AUDIT

Pursuant to provisions of Section 148 of the Act and Rules thereunder, the Board on the recommendation of the Audit Committee has re-appointed M/s Kishor Bhatia and Associates, Cost Accountants, Mumbai, (Firm Registration No. 00294) as Cost Auditors to carry out the audit of Cost Accounts of the Company for the financial year 2018-19 at a remuneration as mentioned in the Notice convening the 19^th Annual General Meeting of the Company.

The Cost Audit Report for the financial year 2016-17 was filed on August 02, 2017 with Ministry of Corporate Affairs and it did not contain any qualification, reservation, adverse remark or disclaimer and the Cost Audit Report for the financial year 2017-18 will be filed on or before the due date.

34. STATUTORY AUDITOR

Pursuant to provisions of Section 139 of the Act and Rules thereunder, M/s Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/ N500016) were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 16^th Annual General Meeting, until the conclusion of 21^st Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting.

As the first proviso to sub-section (1) of Section 139 requiring ratification has been omitted by The Companies (Amendment Act) 2017, as notified on 7^th May 2018 resolution seeking ratification of their appointment does not forms part of the Notice convening the 19^th Annual General Meeting.

A certificate from Statutory Auditors has however been received to the effect that their appointment as Statutory Auditors of the Company, continue to be according to the terms and conditions prescribed under Section 139 of the Act and Rules thereunder.

There are no qualifications or adverse comments in the Auditor’s Report, needing explanation. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.

35. OTHER DISCLOSURES

During the year under review, no securities (including sweat equity shares) were issued to employees of the Company under any scheme.

No orders were passed by any of the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

During the year under review, there were no changes in nature of business of the Company.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of Company and the date hereof other than signing of Business Transfer Agreement for acquisition of Radio Business of Kolkata based “Ananda Offset Private Limited” (‘AOPL’) operating radio station under the brand name “Friends 91.9 FM” by way of Slump Sale subject to approval of MIB.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is in the business of Private FM Radio Broadcasting. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However the information, as applicable, is given hereunder:

Conservation of Energy

Though, the operations of the Company are not energy intensive. Nevertheless, continuous efforts such as installation and up gradation of energy efficient electronic devices aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

Technology Absorption, Adaptation and Innovation

The Company has not imported any specific technology for its broadcasting, although it uses advanced mechanism including transmitters, Cummins etc. which are handled by the Company’s in-house technical team. The Company uses the latest equipment in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.

38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

I n terms of the provisions of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details is annexed to this Report as Annexure V.

The statement containing names of top ten employees in terms of the remuneration drawn and the particulars of employees as required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company are available for inspection by members at the Registered Office of the Company 21 days before the AGM, during business hours on any working days (Monday to Friday) of the Company upto the date of the ensuing AGM. Any member who is interested in obtaining a copy thereof, may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on such request.

39. HUMAN RESOURCES

Human resource is a key asset capital and an important business driver for the Company’s sustained growth and profitability. The Company continues to place significant importance on its Human Resources and enjoys cordial relations at all levels. The well-disciplined workforce which has served the Company for over a decade lies at the very foundation of the Company’s major achievements and shall continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

41. CAUTIONARY STATEMENTS

The Board’s Report and Management Discussion & Analysis may contain certain statements describing the Company’s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

42. ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, Credit Rating Agency, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, regulatory bodies and other business constituents during the year under review. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the board of directors of

Music Broadcast Limited

Date: May 22, 2018 Vijay Tandon

Place: Mumbai Chairman

(Non-Executive and Independent)

Registered Office:

5^th Floor, RNA Corporate Park,

Off Western Express Highway,

Kalanagar, Bandra (East), Mumbai 400 051

Tel: [phone], Fax: [phone]

E-mail: [email protected]

Website: www.radiocity.in,

CIN: L64200MH1999PLC137729

---

Mar 31, 2017

The Directors of the Company are pleased to submit their Eighteenth Annual Report together with the Audited Accounts statements for the financial year ended 31^st March 2017.

1. FINANCIAL RESULTS

The summarized financial results of the Company for the financial year ended March 31, 2017 as compared to the previous year were as under:

(Rs, in Lakhs)

Particulars	F.Y. 2016-17	F.Y. 2015-16
Income
Revenue from Advertisement	27,141.61	22,547.66
Other Income	443.65	1,474.82
Total Income	27,585.26	24,022.48
Expenditure
Administration & other expenses	18,016.41	14,733.85
Interest	1,901.32	2,066.08
Depreciation and amortization expenses	1,967.69	1,672.33
Total Expenditure	21,885.42	18,472.26
Profit before Exceptional items and Tax	5,699.84	5,550.22
Less : Exceptional items	0.00	1,357.50
Profit/(Loss) for the year before tax	5,699.84	4,192.72
Less: Current Tax	1,357.70	1,358.46
Add: MAT Credit Entitlement	-1,357.70	-1,358.46
Deferred Tax expense	698.87	72.01
Profit for the year	3,665.91	2,762.25
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurements of post-employment benefit obligations	-170.17	-51.98
Add : Income tax relating to these items	58.89	17.99
Other comprehensive income for the year, net of tax	-111.28	-33.99
Total comprehensive income for the year	3,554.63	2,728.26
Add: (Loss) brought forward	-12,715.73	-13,735.67
Less: Transfer to Debenture Redemption Reserve	1,851.74	1,708.33
Loss carried to Balance Sheet	-11,012.84	-12,715.73

2. FINANCIAL HIGHLIGHTS

During the year 2016-17, the Company recorded growth of 20.37% in revenue from operations, 20.65% in PBIDT and 32.71% growth in Net Profit respectively.

For a detailed analysis of financial performance of the Company for the year under review, refer to report on Management Discussion and Analysis (‘MD&A'').

3. INITIAL PUBLIC OFFER (“IPO”)

The Board of Directors of the Company are pleased to inform that during the year under review, the Company has completed its highly successful Initial Public Offer (IPO) and received overwhelming response for the same, with an oversubscription of about 40 times, which was a remarkable milestone for the Company, since it was the first IPO by a Radio Company in past 11 years.

The equity shares of the Company were listed on both BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) with effect from March 17, 2017.

Initial Public Offering (IPO) of Company comprised of a fresh issue of 12,012,012 equity shares and an offer for sale of 2,658,518 equity shares by selling shareholders for Rs, 333/- per equity share (inclusive of premium of Rs, 323/per share).

Issue Details:

Issue Open: From March 06, 2017 -

To March 08, 2017

Issue Type: Book Built Issue IPO

Issue Size: 14,670,530 Equity Shares of Rs, 10/

aggregating up to Rs, 4000 million

Face Value: Rs, 10/- Per Equity Share

Band Price: Rs, 324/- to Rs, 333/- Per Equity Share

Market Lot for

Application: In multiple of 45 Equity Shares

Listing At: BSE and NSE Over subscription: 39.67 times

The Company has incurred expenses of Rs, 1,773.41 lakhs relating to fresh issue of equity shares which has been adjusted to securities premium account pursuant to Section 52 of Companies Act, 2013 [“Act”].

4. UTILISATION OF IPO PROCEEDS

The proceeds of the IPO, are being used for redemption of listed NCD''s, redemption of NCD''s/ ICD''s of promoters and general corporate purposes. The unutilized portion thereto has been temporarily deployed in fixed deposit / current deposit with Scheduled Banks.

The summary of utilization of net IPO proceeds as on March 31, 2017 is given below:

(Rs, In Lakhs)

Object of the Issue as per Prospectus	Projected utilization of funds as per offer document / prospectus	Utilization of funds up to March 31, 2017	Unutilized amount as at March 31, 2017
Redemption of the Listed NCD’s	20,000.00	5,000.00	15,000.00
Early redemption of the Jagran Prakashan Limited (JPL) NCD’s and repayment / prepayment of JPL ICD’s	9,824.00	9,824.00	Nil
General Corporate Purpose	10,176.00	1,699.89	8,476.11

5. DIVIDEND

In view of carry forward losses by the Company from previous years, the Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2017.

6. FIXED DEPOSITS

The Company has not accepted any deposit from public/ shareholders in accordance with Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

7. CREDIT RATING

During the year under review, the Company re-affirmed credit rating of “CRISIL AA/Stable” from CRISIL Limited on its Non-Convertible Debentures (NCD''S) listed with BSE Limited (“BSE”).

8. DETAILS OF DIRECTORS OR KMP’S APPOINTED AND RETIRED DURING THE FINANCIAL YEAR 2016-17

Appointment / Resignation of Directors:

During the year under review, Mr. Anuj Puri and Mr. Vijay Tandon were appointed as Additional Directors

- Independent on May 30, 2016 and November 24, 2016 respectively, as required under the provisions of Section 149 of the Companies Act, 2013. Their appointment as Non-Executive Independent Directors of the Company was regularized by the shareholders at their meeting held on September 12, 2016 and November 25, 2016 respectively to hold office for 5 (five) consecutive years, not liable to retire by rotation.

Mr. Madhukar Kamath was appointed as Additional Director - Independent on May 25, 2017 as per provisions of Section 161 of the Companies Act, 2013. Mr. Kamath, in his capacity as Additional Director will cease to hold office at the forthcoming Annual General Meeting and is eligible for appointment. A notice under Section 160 of the Companies Act, 2013 has been received from a member signifying his intention to propose Mr. Madhukar Kamath''s appointment as Director.

Key Managerial Personnel:

No KMP(s) has been appointed, retired or resigned during the financial year 2016-17.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Sameer Gupta (DIN 00038353), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment and the Board recommends his re-appointment.

Brief resume of the director proposed to be reappointed, relevant information including nature of his expertise in specific functional areas, qualifications, terms of appointment, details of remuneration, names of the companies in which he holds directorships and the memberships/chairmanships of Committees of the Board, his shareholding in the Company, etc., as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations”) and Secretarial Standards have been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report.

9. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfil the criteria of independence as provided under the Act, rules made there under, read with the Listing Regulations and that they are independent of the management.

10. ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE, OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Companies Act, 2013 and Regulations 17 to 20 of Listing Regulations mandates performance evaluation of all the Directors including Chairman, Board and its Committees. The Company has established a framework for performance evaluation in line with the applicable regulatory provisions.

The Independent Directors reviewed the performance of non-independent Directors, the Chairman and the Board. The Nomination & Remuneration Committee evaluated the performance of the Independent Directors, Non Independent Directors and the Chairman of the Company. Structured questionnaires as approved by the Nomination & Remuneration Committee were used by reviewers to assess

i. Board Effectiveness,

ii. Evaluation of Non-independent Directors,

iii. Evaluation of Independent Directors,

iv. Evaluation of Committees (Audit, Nomination & Remuneration and Corporate Social Responsibility) and

v. Evaluation of Chairman.

The Board uses the results of evaluation process to improve its effectiveness in the interest of the Company.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Upon appointment of a new Independent Director, the Company issues a formal letter of appointment which inter alia sets out in detail, the terms and conditions of appointment, their duties, responsibilities and expected time commitments, amongst others. The terms and conditions of their appointment are disclosed on the website of the Company.

The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarize with the Company''s procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on Company''s performance. Detailed presentations on the Company''s businesses and updates on relevant statutory changes and important laws are also given in the meetings.

The details of familiarization program for Directors are posted on the Company''s website www.planetradiocity. com(web link: http://www.planetradiocity.com//images/ about-us/press cover ageing/Orientation%20and%20 Familiarisation%20Programme%20for%20ID%20-%20 MBL1491476557.pdf)

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178 (3) of the Companies Act, 2013 and Regulation 19 (4) (Part ‘D'' of Schedule II) of Listing Regulations is appended as Annexure - I to this Report.

13. COMMITTEES OF BOARD

The Company has constituted various Committees of the Board in accordance with the requirements of Listing Regulations, namely, Audit, Nomination & Remuneration, Stakeholder Relationship and Corporate Social Responsibility which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The details with respect to the composition, powers, roles, terms of reference, policies etc. of relevant Committees are given in the ‘Report on Corporate Governance''.

14. MEETINGS OF THE BOARD & ITS COMMITTEES

9 (Nine) meetings of the Board of Directors were held during the year under review.

For further details, please refer to Report on Corporate Governance.

15. CORPORATE GOVERNANCE

The Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A Report on Corporate Governance as stipulated under Regulations 17 to 27 of Listing Regulations is set out separately and forms part of the Annual Report.

The Company has been in compliance with all the norms of Corporate Governance as stipulated in Regulations 17 to 27 of Listing Regulations.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 of Listing Regulations is set out separately and forms part of the Annual Report.

17. INSURANCE

All the existing assets of the Company are adequately insured against loss of fire, riot, earthquake, floods etc. and such other risks which are being considered as threats to the Company''s assets by the Management of the Company.

18. CODE OF CONDUCT

As prescribed under Part ‘D'' of Schedule V read with Regulation 17 (5) of the Listing Regulations, a declaration signed by the Chairman affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the Financial Year 2016-2017 is annexed to and forms part of the Corporate Governance Report.

19. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company was not required to transfer any amount to the Investor Education and Protection Fund.

20. CHANGES IN STRUCTURE OF SHARE CAPITAL, IF ANY

During the year under review, the Authorized Share Capital of the Company was increased from '' 46,05,00,000/- (Rupees Forty Six Crores Five Lacs only) to '' 67,05,00,000/- (Rupees Sixty Seven Crores Five Lacs only) effective from November 25, 2016.

Pursuant to approval of the Composite Scheme of Arrangement, the Company has allotted 31,25,000 fresh Equity Shares of Rs, 10/- each on November 24, 2016.

Further, during the Initial public Offer (”IPO”), 1,20,12,012 fresh Equity Shares of Rs, 10/- each were allotted on March 15, 2017. All the above mentioned shares ranked pari passu with the existing Equity shares of the Company, thus increasing the paid up equity share capital of the Company from Rs, 41,91,77,670/- to Rs, 57,05,47,790/-.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company (ies) for the year under review.

22. APPROVAL OF COMPOSITE SCHEME OF ARRANGEMENT BY THE RESPECTIVE HIGH COURTS

The Composite scheme of arrangement (the “Scheme”) for amalgamation of Crystal Sound and Music Private Limited (“Crystal”) and Spectrum Broadcast Holdings Private Limited (“Spectrum”) with Jagran Prakashan Limited (“JPL” or “Amalgamated Company”), and the demerger of radio business undertaking of Shri Puran Multimedia Limited (“Demerged Company”) into Music Broadcast Limited (“Company”) was sanctioned by the Hon''ble High Court of Judicature at Allahabad vide its Order dated September 22, 2016 and the Hon''ble High Court of Judicature at Bombay vide its Order dated October 27, 2016. Subsequently approval from Ministry of Information & Broadcasting (“MIB”) was received on November 18, 2016. The Scheme came into effect on November 18,

2016, which was the date on which a certified copy of the order of the Hon''ble High Court of Bombay and Hon''ble High Court of Allahabad sanctioning the Scheme was filed with the Registrar of Companies, Mumbai and the Registrar of Companies, Kanpur.

In terms of the Scheme, all properties, assets (including statutory licenses and permits), rights and liabilities forming part of the radio business undertaking of Demerged Company, as well all employees engaged in such business, were transferred to and vested in favour of the Company. Additionally, the Company substituted Demerged Company in all contracts and legal proceedings pertaining to the radio business undertaking. Additionally, in terms of the Scheme, the entire business and undertaking of Spectrum and Crystal, including all properties, assets (including statutory licenses and permits), rights and liabilities of Spectrum and Crystal, were transferred to and vested in favour of JPL.

As consideration for the radio business undertaking of Demerged Company transferred to the Company, the shareholders of Demerged Company were allotted 10 fully paid up equity shares of face value of ''10/- each of the Company for every 112 equity shares of Demerged Company held by them.

23. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule

12 of the Companies (Management and Administration) Rules, 2014 for the financial year ended March 31, 2017 is appended as ANNEXURE-II to this Report.

24. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were at arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties, which may have any potential conflict with the interest of the Company.

All such related party transactions are placed before the Audit Committee for approval, wherever applicable.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the relevant details of such transactions

Since all related party transactions entered by the Company were in the ordinary course of business and were on an arm''s length basis, form AOC-2 as prescribed pursuant to Rule 8 (2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

The details of the transactions with related parties are provided in Note No 26 to the Financial Statements.

25. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements. During the year under review, such controls were adequately tested and no reportable material weakness in the process or operations were observed.

26. INTERNAL AUDITOR

During the year under review, the Internal Audit was carried out by M/s KPMG. The scope of work and authority of the Internal Auditor is as per the terms of reference approved by Audit Committee. The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments within the meaning of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements for the year under review.

28. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS

The management of the Company has framed risk management policy and identified the key risks to the business and its existence. There are no risks identified that may threaten the existence of the Company. For major risks, please refer to the section titled ‘Risks and Concerns'' in report on Management Discussion and Analysis.

Since the Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year, compliance under Regulation 21 of Listing Regulations is not applicable.

29. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE OF THE BOARD

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company.

The CSR policy may be accessed on the Company''s website www.planetradiocity.com (web link http:// www.planetradiocity.com/Zimages/about-us/ press coverageimg/Corporate%20Social%20 Responsibility%20Policy%20-%20MBL1491476602.pdf)

The Committee comprises of Mr. Anuj Puri, Chairman, Mr. Rahul Gupta and Ms. Apurva Purohit as Members.

The Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure III to this Report.

30. ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM

The Company promotes ethical behavior in all its business activities and is in line with the best practices for adhering to highest standards of corporate governance. It has established a system through which directors & employees may report breach of code of conduct including code of conduct for insider trading, unethical business practices, illegality, fraud or corruption, etc. at work place without any fear of reprisal.

The Company has established a whistle blower mechanism for the directors and employees. The functioning of the

Vigil mechanism is reviewed by the Audit Committee from time to time. None of the employees/directors has been denied access to the Audit Committee. The details of the Whistle Blower Policy are given in the Report on Corporate Governance and also available on the website of the Company at www.planetradiocity.com (web link http://www.planetradiocity.com//images/about-us/ presscoverageimg/Vigil%20Machanism%20Policy%20 -%20MBL1491476623.pdf)

During the Financial Year 2016-2017, there was no complaint reported by any Director or employee of the Company under this mechanism.

31. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(5) of the Companies Act, 2013, the directors hereby confirm that:

- in the preparation of the annual accounts, the applicable accounting standards had been followed;

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit and loss of the Company at the end of the financial year;

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the directors had prepared the annual accounts on a going concern basis;

- the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

- the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are operating effectively.

32. SECRETARIAL AUDIT

Pursuant to the provisions of section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Deepak Rane, Company Secretary in practice, Mumbai for conducting the Secretarial Audit of the Company for the financial year 2016-17 and furnish his report to the Board.

The Secretarial Audit Report forms part of this Report as Annexure IV. There are no qualifications or observations or other remarks made by the Secretarial Auditor on the audit conducted by him in his Report for the year under review.

33. COST AUDIT

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s Kishor Bhatia and Associates, Cost Accountants, Mumbai, (Firm Registration No. 00294) to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2018. The aforesaid appointment of M/s Kishor Bhatia and Associates, is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time.

The remuneration payable to M/s Kishor Bhatia and Associates, Cost Accountants, (Firm Registration No. 00294) shall be '' 60,000/- (Rupees Sixty Thousand only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the shareholders. Accordingly, consent of the members has been sought for passing the resolution as set out at Item No. 4 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on March 31, 2018.

The Cost Audit Report for the financial year 2015-16 was filed on August 10, 2016 with Ministry of Corporate Affairs and the Cost Audit Report for the financial year 2016-17 will be filed on or before the due date.

34. STATUTORY AUDITOR

At the 16^th AGM held on September 07, 2015, the Members of the Company had approved the appointment of M/s. Price Waterhouse Chartered Accountant LLP (FRN: 012754N / N500016) as the Statutory Auditors of the Company to hold the office from the conclusion of the 16^th Annual General Meeting (‘AGM'') till the conclusion of 21^st AGM of the Company. As per the provisions of Section 139 of the Act, the Company shall place the matter relating to such appointment for ratification by members at every AGM. Accordingly, the appointment of M/s. Price Waterhouse Chartered Accountant LLP (FRN: 012754N / N500016), as the statutory auditors of the Company is placed for ratification by the members of the Company.

M/s. Price Waterhouse Chartered Accountant LLP (FRN: 012754N / N500016) have furnished a certificate in terms of the Companies (Audit and Auditors) Rules, 2014 and confirmed their eligibility in terms of Section 141 of the Companies Act, 2013.

There are no qualifications or adverse comments in the Auditor''s Report, needing explanation. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.

35. OTHER DISCLOSURES

- During the year under review, no securities (including sweat equity shares) were issued to employees of the Company under any scheme.

- No orders were passed by any of the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

- During the year under review, there were no changes in nature of business of the Company.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of Company and the date hereof.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is in the business of Private FM Radio Broadcasting. Hence, most of the information required to be provided relating to the Conservation of energy and Technology absorption is not applicable. However the information, as applicable, is given hereunder:

Conservation of Energy

Though, the operations of the Company are not energy intensive. Nevertheless, continuous efforts such as installation and up gradation of energy efficient electronic devices aimed at reducing energy consumption are being made by the Company and its employees to reduce the wastage of scarce energy resources.

Technology Absorption, Adaptation and Innovation

The Company has not imported any specific technology for its broadcasting, although it uses advanced mechanism including transmitters, Cummins etc. which are handled by the Company’s in-house technical team. The Company uses the latest equipment in broadcasting its programs. The outdated technologies are constantly identified and updated with latest innovations.

Foreign Exchange Earnings and Outgo

The details of earnings and outgo in foreign exchanges are as under:

(Rs, In Lakhs)

Particulars	Year ended March 31, 2017	Year ended March 31, 2016
Foreign Exchange earned	7.04	14.07
Foreign Exchange outgo
I. Capital Expenses	812.47	6.07
II. Other Expenses	27.48	5.18
TOTAL	839.95	11.25

38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 of the Companies Act, 2013 (‘Act'') read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of limits set out in the said Rules are provided in Annexure V to the Directors'' Report. In terms of Section 136 of the Act, the same is open for inspection at the registered office of the Company on all working days between 11:00 a.m. and 1:00 p.m. up to the date of AGM. Members interested in obtaining the same may write to the Company Secretary.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - V of this Report

39. HUMAN RESOURCES

Human resource is a key asset capital and an important business driver for the Company''s sustained growth and profitability. The Company continues to place significant importance on its Human Resources and enjoys cordial relations at all levels.

The well-disciplined workforce which has served the Company for over a decade lies at the very foundation of the Company''s major achievements and shall continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and dignified work environment for its employees which is free of discrimination, intimidation and abuse. The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of complaints of any such harassment. The Company has also constituted an Internal Complaints Committee (ICC) to redress the complaints received under this policy.

During the financial year under review, two complaints pertaining to sexual harassment were reported to the ICC of the Company. After detailed investigation and following due procedure under the applicable laws, guidelines and regulations, the said two complaints were appropriately dealt with during the financial year under review and appropriate action was taken.

41. CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate to MD&A, describing the Company''s objectives, estimates and expectation may constitute ‘forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

42. ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, Credit Rating Agency, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, regulatory bodies and other business constituents during the year under review.

The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the board of directors of Music Broadcast Limited

Date: May 25, 2017 Vijay Tandon

Place: Mumbai Chairman

Registered Office:

5^th Floor, RNA Corporate Park,

Off Western Express Highway,

Kalanagar, Bandra (East),

Mumbai 400 051 Tel: [phone],

Fax: [phone] E-mail: [email protected]

Website: www.planetradiocity.com,

CIN: L64200MH1999PLC137729