Music Broadcast Ltd Directors Report

Dear Shareholders,

We are delighted to present the Twenty-Sixth (26^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, 2025.

COMPANY OVERVIEW:

As the pioneer in private FM radio broadcasting in India, Music Broadcast Limited, operating under the iconic brand "Radio City", has played a pivotal role in shaping the countryRs.s FM radio landscape. Since its inception, Radio City has remained committed to innovation, delivering engaging and culturally resonant content that reflects the vibrant urban spirit-embodied in its brand ethos, "Rag Rag Mein Daude City".

With a deep understanding of city-specific sensibilities, Radio City has introduced content that not only breaks new ground but also fosters local pride and community connections. Its programming captures the pulse of each city, ensuring a meaningful and immersive listening experience.

Beyond traditional radio, Radio City has evolved into a comprehensive platform, offering advertisers integrated marketing solutions. From bespoke content production and event intellectual properties to social media campaigns, commissioned podcasts, audio narratives and influencer collaborations, Radio City provides a dynamic suite of engagement opportunities for brands.

By continuously innovating and adapting to the evolving media landscape, Radio City remains dedicated to enriching listeners experiences while delivering measurable value to advertisers, reinforcing its leadership in IndiaRs.s broadcasting industry.

FINANCIAL SUMMARY:

The summarized financial performance of the Company for the financial year ended March 31, 2025, as compared to the previous yearRs.s are as given below:

Particulars	FY 2024-25	F Y 2023-24
Revenue from Operations	23448.11	22853.85
Other Income	2686.46	2307.77
Total Income	26134.57	25161.62
Impairment of non-current assets	3,492.99	-
Administration & other expenses	22184.43	19538.63
Interest	1159.04	989.81
Depreciation and amortization expenses	3461.77	3343.13
Total Expenditure	30298.23	23871.57
Profit/(Loss) before Tax	(4163.66)	1290.05
Less: Current Tax	-	219.42
Deferred Tax expense	(779.96)	386.21
Profit / (Loss) after Tax	(3383.70)	684.42
Other comprehensive income
Items that will not be reclassified to profit or loss
-Re-measurements of post-employment benefit obligations	(15.57)	12.82
Add: Income tax relating to these items	4.53	(3.73)
Other comprehensive income for the year, net of tax	(11.04)	9.09
Total comprehensive income for the year	(3394.74)	693.51
Add: Proft/(loss) brought forward	(79.46)	(772.97)
Less: Transfer to Debenture Redemption Reserve	-	-
Profit / (Loss) carried to Balance Sheet	(3474.20)	(79.46)

Note: The above figures are extracted from the financial statements prepared in compliance with Indian Accounting Standards (Rs.Ind ASRs.). 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 Companies Act, 2013 ("the Act").

FINANCIAL HIGHLIGHTS AND STATE OF COMPANYRs.S AFFAIR:

The Indian radio industry demonstrated remarkable resilience in the financial year 2024-25, adapting to shifting market dynamics and evolving consumer preferences. As a vital part of the countryRs.s media ecosystem, the industry continued to innovate, leveraging technology to enhance audience engagement and drive growth.

Despite global economic uncertainties and geopolitical challenges, India maintained its position as the fastest-growing major economy. In line with this, the radio industry showed steady signs of recovery, with FM stations across the nation witnessing an upswing in advertising revenues and listener engagement.

A key highlight of financial year 2024-25 was the rapid integration of digital platforms within the radio industry. FM broadcasters increasingly embraced online streaming, mobile applications, and social media to extend their reach and create immersive listener experiences. This shift not only expanded the industryRs.s digital footprint but also unlocked fresh avenues for content delivery, audience interaction, and brand partnerships.

With evolving listener preferences, radio stations focused on delivering diverse and engaging content across multiple genres. From music and talk shows to podcasts and interactive segments, programming was tailored to foster deeper audience connections and enhance listener loyalty.

The advertising sector within the radio industry also saw a positive turnaround during financial year 2024-25. Brands and advertisers recognized radioRs.s ability to effectively reach hyperlocal and regional audiences, leading to increased advertisment spends. The festive season, in particular, drove a notable surge in advertising revenue, fueled by heightened consumer sentiment and strong market demand.

The financial year 2024-25 marked a phase of recovery, evolution, and transformation for the Indian radio industry, reaffirming its enduring relevance in a rapidly digitizing world. With a continued emphasis on innovation, content excellence, and audience engagement, the industry is well-positioned for sustained growth in the years ahead.

Turnover of the Company was Rs. 23,448.11 lakhs for the financial year ended March 31, 2025 as compared to Rs. 22,853.85 lakhs over the previous year. During the year, the carrying amount of CompanyRs.s net assets exceeded its market capitalisation. This reduction in market capitalisation triggered the requirement for the Company to compute the value in use of the cash generating unit (CGU) to which these assets belong. The Company has computed the value in use of its net assets and the said value is lower than the carrying value of its net assets by Rs.3,492.99 lakhs. Accordingly, the impairment loss of Rs.3,492.99 lakhs has been provided for in the financial year ended March 31, 2025. The Profit/ (Loss) after taxes is Rs. (3,383.70) lakhs, as compared to Rs. 684.42 lakhs in the previous year.

A detailed analysis of the CompanyRs.s financial performance is available in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

DIVIDEND:

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

However, the Company has paid an Interim Dividend of Rs. 0.01 per Non-Convertible Redeemable Preference Shares ("NCRPS") during the financial year 2024-25, as per the terms of issuance of such NCRPS.

Dividend Payment:

At its meeting held on January 28, 2025, the Board of Directors approved the declaration of a second-year interim dividend of 0.1% on the face value of Rs.10/- per NCRPS. The interim dividend was credited to the accounts of eligible NCRPS holders whose names appeared in the Register of Members or were recorded as beneficial owners in the depositories as of the Record Date, Friday, February 7, 2025.

DIVIDEND DISTRIBUTION POLICY:

In accordance 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

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 CompanyRs.s Financial Statements.

DEPOSITS:

The Company has complied with Section 73 of the Act along with the Companies (Acceptance of Deposits) Rules, 2014, by not accepting any deposits 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.

CREDIT RATING:

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

Furthermore, the CompanyRs.s Non-Cumulative Non-Convertible 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.

UNSECURED, NON- CONVERTIBLE, NON-CUMULATIVE, REDEEMABLE PREFERENCE SHARES OF FACE VALUE OF Rs. 10/- EACH:

The Company allotted 89,69,597 NCRPS of face value of Rs. 10/- each, bearing coupon rate of 0.1% p.a. to the non-promoter 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 viz. for 1 (One) NCRPS with a face value of Rs. 10 each, issued at a premium of Rs. 90 per NCRPS, for every 10 (Ten) Equity Shares held with a face value of Rs. 2 each. These NCRPS are redeemable at the expiry of 36 months i.e., on 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.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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. Shailesh Gupta (DIN-00192466), a Non-Executive 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 Director of the Company, liable to retirement by rotation.

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 Director proposed for appointment/re- appointment at the ensuing AGM, is attached to the Notice convening the 26^th Annual General Meeting.

Appointment of Director:

The members may recall that at the 25^th Annual General Meeting held on August 21, 2024 had re-appointed Ms. Anita Nayyar (DIN: 03317861) for the second term as a Independent Woman Director w.e.f January 27, 2025 to January 26, 2030.

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, 2025:

Name of the KMP	Designation
1 Mr. Ashit Kukian	Chief Executive Officer (CEO)
2 Mr. Prashant Domadia	Chief Financial Officer (CFO)
3 Ms. Arpita Kapoor	Company Secretary (CS) and Compliance Officer

During the financial year under review, there were no changes in the Key Managerial Personnel of the Company.

Cessation of Director:

Mr. Vijay Tandon (DIN: 00156305) had resigned as the Chairman & Non-Executive Independent Director of the Company w.e.f. May 19, 2025 from the closure of business hours due to his health reasons. The Board of Directors expressed its sincere appreciation for his invaluable contributions and dedicated service to the Company during his tenure.

INDEPENDENT DIRECTORS:

As at March 31, 2025, in accordance with Section 149 of the Act, Ms. Anita Nayyar, Mr. Anuj Puri, Mr. Madhukar Kamath, Mr. Ravi Sardana and Mr. Vijay Tandon served 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, and the Listing Regulations. They are independent of the management and possess requisite qualifications, experience and expertise. Furthermore, they uphold the highest standards of integrity in discharging the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently. Disclosure regarding the skills/ expertise/competence possessed by the Directors is provided in detail in the Report on Corporate Governance forming part of the 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 the Indian Institute of Corporate Affairs.

PERFORMANCE EVALUATION:

The Nomination and Remuneration Committee of the Company has laid down the comprehensive criteria for evaluating the performance of the Board, its Committees and individual Directors, including Independent Directors. These criteria encompass various facets of the BoardRs.s functioning, including the adequacy of the Board and Committee compositions, fostering a healthy Board culture, administration, strategic and risk management, effective participation and the 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 such as effective participation, understanding their mandate and accordingly discharging their duties, while providing adequate oversight on key areas. The Chairman of the Company was evaluated on leadership and overall effectiveness in managing the affairs of the Company, ensuring Corporate Governance and carrying out duties 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 Chairman is satisfactory. The details of the evaluation process and the results thereof were presented to the Board of Directors.

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 CompanyRs.s procedures and practices. Periodic presentations are made at the meetings of Board and its Committees also updates about the CompanyRs.s performance. Detailed presentations on the CompanyRs.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 2024-25, the familiarisation program for the Directors was held on March 20, 2025 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/ OrientationandFamiliarisationProgramme202425461742476079. pdf

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 DirectorRs.s Report and is also uploaded on the website of the Company at https://www.radiocity.in/images/uploads/pdf/NRCPolicy- MBL 130420231720780881.pdf

MEETINGS OF THE BOARD:

The Board of Directors met Five (5) times during the financial year ended March 31, 2025, 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.

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, StakeholdersRs. 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 Rs.Report on Corporate GovernanceRs. section, which forms part of this Annual Report.

CORPORATE GOVERNANCE AND 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 Auditors 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 forms part of the this Annual Report.

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, 2025.

INSURANCE:

The Company has ensured 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 DirectorsRs. and OfficersRs. Liability Insurance to indemnify our directors and officers for claims brought against them to the fullest extent permitted under applicable law.

CODE OF CONDUCT:

The Company has implemented a robust Code of Conduct applicable to both 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 affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel as prescribed under Part Rs.DRs. of Schedule V read with Regulation 17 (5) of the Listing Regulations,

for the Financial Year 2024-25 is included in the Corporate Governance Report which forms a part of this Annual Report.

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.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2025 on the CompanyRs.s website at www.radiocity.in.

SHARE CAPITAL:

As of March 31, 2025, 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 Rs. 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 Rs.2 (Rupees Two only) each, 50,000 (Fifty Thousand) Convertible Redeemable Preference Shares of Rs.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 Rs.10/- (Rupees 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, 2025 stood at Rs. 78,10,67,220/- (Rupees Seventy-Eight Crores Ten Lakhs Sixty-Seven Thousand Two Hundred and Twenty Only) divided into Equity Capital of Rs. 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 Rs. 2/- each and Preference Share Capital of Rs. 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 Rs.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, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

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 comprises of 3 (Three) members. Comprehensive information about the composition of the CSR

Committee and its meetings held during the fianancial year 2024-25 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 as amended, 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/CorporateSocialResponsibilityPolicy- 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 DirectorRs.s Report .

RELATED PARTY TRANSACTIONS:

During the financial year under review, all Related Party Transactions conducted by the Company during the financial year were carried out in the normal course of business and on an armRs.s length basis. Additionally, there were no significant contracts, arrangements, or transactions, materially at armRs.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- MBL%2028012025-461746548323.pdf

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

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 CompanyRs.s compliance status, ensuring that all regulatory requirements are met satisfactorily.

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

INTERNAL AUDITORS:

M/s KPMG are the Internal Auditors 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.

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.

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 neither provided any guarantee nor offered any security in connection with loan to any other body corporate or person as prescribed under Section 186(2) of the Act.

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 2024-25. This report is appended as Annexure III to the DirectorRs.s Report and forms a part of this Annual Report. This report evaluates the CompanyRs.s performance and reporting against each of the nine principles outlined in the Rs.National Guidelines on Responsible Business ConductRs. (NGRBCs).

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 comprised of four (4) members. Comprehensive details regarding the Risk Management Committee can be found in the Rs.Corporate GovernanceRs. 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 2024-25, the Company has engaged M/s KPMG to assist in conducting an Enterprise Risk Management (ERM) exercise. This initiative has fortified the CompanyRs.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. This framework aims to forter growth, enhance transparency, minimize adverse impact on the business objectives and strengthen the CompanyRs.s competitive advantage by implementing effective risk management measures.

WEBLINK OF ANNUAL RETURN:

The Annual Return for the financial year ended March 31, 2025, 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

VIGIL / WHISTLE BLOWER MECHANISM POLICY:

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. Additionally, no Employees/Directors have been denied access to the Chairman of the Audit Committee. Comprehensive details of the Whistle Blower Policy are provided in the Rs.Report on Corporate GovernanceRs. 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 2024-25, there was no complaint reported by any Employee/ Director under this mechanism.

DIRECTORSRs. 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.

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.

SECRETARIAL AUDIT AND SECRETARIAL 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 2024-25.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025, 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 2024-25 from the Secretarial Auditors. This report has also been submitted to the Stock Exchanges and is also uploaded on the corporate website of the Company.

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 2025-26. At the forthcoming Annual General Meeting (AGM), the approval of the Members will be sought for the ratification of their remuneration.

STATUTORY AUDITOR:

M/s Price Waterhouse Chartered Accountants LLP (ICAI Firm Registration No.: 012754N/ N500016), were re-appointed as the Statutory Auditors at the 21^st Annual General Meeting of the Company for a period of five (5) years and accordingly will complete their second term on conclusion of the ensuing 26^th Annual General Meeting of the Company.

The Board hasrecommended the appointment M/s. S. N. Dhawan & Co LLP, Chartered Accountants (Firm Registration No. 000050N/N- 500045), as the Statutory Auditors of the Company, for a period of five years from the conclusion of the ensuing 26^th Annual General Meeting till the conclusion of the 31^st Annual General Meeting of the Company.

Pursuant to the provisions of Section 139(1) and 141 of the Act read with the Companies (Accounts and Auditors) Rules, 2014, M/s. S. N. Dhawan & Co LLP, Chartered Accountants have confirmed their eligibility and qualification for holding the office as the Statutory Auditors of the Company.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed Mr. Deepak Rane, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as Annexure IV of this report. The Secretarial AuditorRs.s Report to the Members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company.

Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 20, 2025 have approved & recommended for approval of Members, appointment of Mr. Deepak Rane, Practicing Company Secretary, (CP No. 8717, Peer Review Number 2063/2022) as Secretarial Auditor for a term of upto Five (5) consecutive years, to hold office from April 1, 2025 upto March 31, 2030.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

Reporting of Fraud by the Auditors

During the financial year under review, the Statutory Auditors, the Cost Auditors and 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 DirectorRs.s Report does not require the inclusion of details regarding such incidents.

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 CompanyRs.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.

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, 2025 and the date of this Report. Furthermore, there has been no alteration in the nature of the CompanyRs.s business during this period.

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:

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

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

- 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 CompanyRs.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:

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Foreign Exchange earned	137.70	70.76
Foreign Exchange outgo
• Capital Expenses	517.85	432.50
• Other Expenses	37.25	37.23
Total Foreign Exchange outgo	692.80	469.74

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 DirectorRs.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 investor@myradiocity.com. None of the employees identified as per above Rules is related to any Director of the Company.

HUMAN RESOURCES:

Human resource represent a critical asset and a primary important driver for the CompanyRs.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 CompanyRs.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, 2025 is 489.

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.

CAUTIONARY STATEMENTS:

Certain statements contained in the DirectorsRs. Report, Corporate Governance Report and Management Discussion & Analysis describing the CompanyRs.s objectives, estimates, expectations or predictions may be forward-looking 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 CompanyRs.s operations include advertisements available, cost and demand and pricing of the CompanyRs.s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

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 CompanyRs.s consistent and satisfactory performance, especially in a challenging environment. Their hard work and enthusiasm have been instrumental in the CompanyRs.s growth, particularly in ensuring uninterrupted dissemination of information and content to listeners despite challenges faced by the radio industry.

For and on behalf of the Board of Directors of Music Broadcast Limited
	Madhukar Kamath
Place: Mumbai	Chairman
Date: May 20, 2025	DIN:00230316