Radiowalla Network Ltd Directors Report

To the Members of

RADIOWALLA NETWORK LIMITED

Your directors have pleasure in presenting their 15 th Annual Report together with the Audited Accounts for the year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

PARTICULARS				STANDALONE (Rs 000)						CONSOLIDATED (Rs. 000)
				2024-25			2023-24			2024-25		2023-24
Revenue from Operations (Net of Excise)				204947.24			152743.81			204947.24		153513.8
Other Income				6476.97			655.16			6206.16		384.87
Other Expenses excluding finance cost and depreciation				11808.41			7957.63			11788.47		6994.63
Finance Charges				1371.36			1170.95			1478.24		1685.42
Depreciation				4749.06			4276.29			4799.80		4351.42
Profit before exceptional items and Tax				10841.86			15160.37			16513.69		14688.46
Exceptional Items				(563.67)			-			(563.67)		-
Profit before Tax	16568.63	15160.37			16513.69			14688.46
Provision for Tax:				4240.76			-			4240.76		-
Current tax				4800.30			-			4800.30		-
MAT Credit entitlement				-			-			-		-
Tax adjustment of earlier Year				-			-			-		-
Deferred tax			(59.15)			(741.83)			(59.15)		(741.83)
Profit before Minority Interest			-			-			-		-
Minority Interest			-			-			-		-
Net Profit After Tax			7586.73			15902.19			6968.12		15430.29
Earnings per equity shares Basic			1.05			3.07			0.96		2.98
Diluted			1.05			3.07			0.96		2.98

2. TURNOVER & PROFITS:

Standalone:

During the year under review, the Company recorded a significant increase in its total revenue. Sales and other income rose to Rs. 21,14,24,209 (Rupees Twenty-one crore fourteen lakhs twenty- four thousand two hundred nine only), representing a growth of 33.7% over the previous financial years total income of Rs. 15,33,99,278 (Rupees Fifteen crore thirty-three lakh ninety-nine thousand two hundred seventy eight only).

Profit Before Tax (PBT) has increased from Rs 1,51,60,366 (Rupees One crore fifty-one lakh sixty thousand three hundred sixty six only) In FY 23-24 to Rs 1,65,68,631 (Rupees One crore sixty five lakh sixty eight thousand six hundred thirty one only) In FY 24-25. This represents a 9 % increase over previous year.

The Net Profit After Tax (NPAT) for the year stood at Rs. 75,86,730 (Rupees Seventy-five lakh eighty-six thousand seven hundred thirty only), which reflects a decline of 52.3% compared to the net profit of Rs. 1,59,02,194 (Rupees One crore fifty-nine lakh two thousand one hundred ninety- four only) reported in the previous financial year.

The decline in net profit, was primarily due to increased taxes and certain one-time expenses.

Consolidated:

During the year under review, the Company witnessed a commendable increase in its total revenue. Sales and other income rose to Rs. 21,11,53,400 (Rupees Twenty-one crore eleven lakh fifty-three thousand four hundred only), representing a growth of 37.2% over the previous financial years income of Rs. 15,38,98,690 (Rupees Fifteen crore thirty-eight lakh ninety-eight thousand six hundred ninety only). This increase can be attributed to improved operational performance, stronger market demand, and the effective implementation of strategic initiatives.

Profit Before Tax (PBT) has increased from Rs 1,46,88,462 (Rupees one crore fourty six lakhs eight eight thousand four hundred sixty two) In FY 23-24 to Rs 1,59,50,017 (Rupees one crore fifty nine lakhs fifty thousand seventeen only) In FY 24-25. This represents a 9 % increase over previous year.

The Net Profit After Tax (NPAT) for the current year stood at Rs. 69,68,120 (Rupees Sixty-nine lakh sixty-eight thousand one hundred twenty only), which reflects a decline of 54.8% compared to the previous years net profit of Rs. 1,54,30,290 (Rupees One crore fifty-four lakh thirty thousand two hundred ninety only).

The reduction in net profit, was primarily due to due to increased taxes and certain one-time expenses.

The management remains focused on enhancing profitability through cost optimization, operational efficiencies, and value-driven growth strategies in the coming year. A pictorial representation of the financial performance is also attached for ready reference.

During the year under review, the Company has witnessed a decline in its Net Profit as compared to the previous financial year. While the operational performance of the Company remained stable and revenue from operations showed resilience, the profitability was adversely impacted primarily on account of one-time expenses and higher tax expenses.

The increase in the effective tax outgo was a key factor contributing to the reduction in Net Profit after Tax (PAT). Consequently, even though the Company maintained its efforts towards cost optimization and improved operational efficiencies, the overall bottom line reflected a decline.

It is pertinent to note that this impact is more financial in nature and does not indicate any structural weakness in the business model of the Company. Radiowalla Network Limited continues to focus on strengthening its revenue streams, diversifying service offerings, and enhancing long-term shareholder value. The management is also evaluating tax planning strategies within the permissible framework of law to optimize future tax outflows.

The Board remains confident that with stable operations, continued client engagement, and prudent financial management, the Company will be able to mitigate the impact of such external factors and maintain sustainable growth in the coming periods.

3. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is ^7,50,00,000 (Rupees Seven Crores Fifty Lakhs only), divided into 75,00,000 (Seventy-Five Lakh) equity shares of ?10/- (Rupees Ten only) each.

The Paid-up Equity Share Capital of the Company as on March 31, 2024, stood at ^5,17,30,360 (Rupees Five Crores Seventeen Lakhs Thirty Thousand Three Hundred Sixty only), divided into 51,73,036 equity shares of face value ?10/- each.

During the financial year 2024-25, the Company successfully completed its Initial Public Offering (IPO) comprising the issue of 18,75,200 equity shares of ?10/- each. Pursuant to the allotment under the IPO, the Paid-up Equity Share Capital of the Company increased to ^7,04,82,360 (Rupees Seven Crores Four Lakhs Eighty-Two Thousand Three Hundred Sixty only), divided into 70,48,236 equity shares of ?10/- each as on March 31, 2025.

4. ALLOTMENT AND LISTING OF SHARES

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During the year under review, the Company successfully completed a fresh issue of 18,75,200 (Eighteen Lakh Seventy-Five Thousand Two Hundred) equity shares of face value ?10 each through an Initial Public Offering (IPO). Pursuant to the successful completion of the IPO process, the equity shares of the Company were listed on the NSE Emerge (SME Platform of the National Stock Exchange of India Limited) with effect from April 05, 2024.

The public issue received an encouraging response from investors, and the listing marks a significant milestone in the Companys growth journey. The funds raised through the IPO are being utilized in accordance with the objects stated in the prospectus.

The Company has complied with all regulatory requirements and filings in connection with the allotment and listing, including the submission of necessary returns with the Registrar of Companies, credit of shares to the respective demat accounts of allottees, and obtaining the listing and trading approvals from NSE.

The listing has enhanced the Companys visibility, brand value, and has provided a platform to access the capital markets for future growth.

5. DIVIDEND

In order to preserve funds for future business endeavours, your directors do not recommend any dividend on equity shares.

6. PUBLIC DEPOSIT

Your Company did not raise any public deposit during the year. There was no public outstanding as at the beginning or end of the year ended on 31 st March, 2025.

7. CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financial year.

8. SECRETARIAL STANDARD OF ICSI

The Company has established a robust internal framework to ensure strict adherence to all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). These standards have been prescribed under Section 118(10) of the Companies Act, 2013 and are mandatory for all companies to follow.

During the year under review, the Company was in due compliance with the following Secretarial Standards: Secretarial Standard - 1 (SS-1): Meetings of the Board of Directors of the Company has complied with all provisions of SS-1 relating to the convening and conduct of meetings of the Board and its Committees. This includes sending notices and agenda items within the prescribed timelines, proper maintenance of minutes, ensuring active participation of directors, and maintaining transparency in deliberations and decision-making. Secretarial Standard - 2 (SS-2): General Meetings.

The Company has also complied with the provisions of SS-2 relating to General Meetings, including the Annual General Meeting (AGM). All procedural requirements ?€” such as dispatch of notices, conducting meetings at a proper venue, maintaining quorum, proper recording of proceedings, and filing of resolutions?€”were duly observed in accordance with the standard.

The Company has implemented adequate systems and processes to monitor compliance with the applicable Secretarial Standards on a continuous basis. These systems are reviewed periodically to ensure their effectiveness and updated in accordance with any amendments issued by ICSI or the Ministry of Corporate Affairs (MCA).

The Secretarial Auditor, in their report, has also confirmed that the Company has complied with the provisions of Secretarial Standards SS-1 and SS-2 during the reporting period. This reflects the Companys commitment to high standards of corporate governance, statutory compliance, and ethical conduct.

9. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

10. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with the workers and employees at all levels.

11. NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has one subsidiary company. However, the Company does not have any Joint Venture and Associate Company.

12. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Your Company has a well-defined and structured risk management framework in place, which enables the identification, evaluation, and mitigation of various risks that could potentially affect its operations, financial performance, or reputation. This framework operates across different levels of the organization, ensuring that risk awareness and control are embedded into the core of the business processes. The system forms a strategic defense mechanism that integrates risk management into day-to-day operations, departmental decision-making, and strategic planning.

While the nature of the Companys business inherently involves exposure to a variety of risks ?€” such as market volatility, operational disruptions, regulatory changes, financial uncertainties, and technological threats?€”the Company is committed to minimizing their impact through timely assessment and appropriate mitigation strategies. Regular internal reviews and monitoring mechanisms are conducted to ensure that emerging risks are promptly addressed and existing controls remain effective.

The Company recognizes that risks cannot be completely eliminated; however, all efforts are made to anticipate potential issues, build resilience, and maintain operational continuity. The framework is dynamic and evolves in line with the changing business environment, ensuring preparedness and agility in response to both internal and external challenges. Oversight of the risk management function is carried out by the senior management and the Board of Directors, ensuring that appropriate systems and policies are in place and operating effectively.

13. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company on various activities also puts necessary internal control systems in place to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

The Board of Directors has adopted robust policies and procedures to ensure the orderly and efficient conduct of the Companys business operations. These internal controls are designed to provide reasonable assurance regarding the integrity and reliability of financial reporting, compliance with applicable laws and regulations, and adherence to the Companys internal policies. The internal control framework also includes mechanisms for safeguarding the Companys assets, preventing and detecting fraud and errors, maintaining accurate and complete accounting records, and ensuring the timely preparation of reliable financial disclosures. In addition, the Company has implemented internal control systems across various functional areas to support operational efficiency, accountability, and transparency. These systems facilitate the achievement of the Companys strategic objectives by ensuring that resources are optimally utilized and business processes are aligned with the overall goals of the organization. The internal controls are reviewed and strengthened periodically to adapt to evolving business needs and regulatory requirements.

14. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. Particulars of contract or arrangements with related parties are annexed herewith in Form AOC 2 as "Annexure- B".

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Companys website.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by any Regulators or Court or Tribunal which would impact the going concern status of the Company and its future operations.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details relating to loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year forms part of the Financial Statement.

17. TRANSFER TO RESERVES

During the financial year under review, the Company does not propose to transfer any amount to General Reserve.

18. DIRECTORS

The composition director is same there is no change in Board of Directors of the Company.

19. DECLARATION BY THE COMPANY

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

20. KEY MANAGERIAL PERSONNEL

Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel (KMP) of the Company as on 31 st March, 2025 are as follows:

?€? Mr. Harvinderjit Singh Bhatia, Promoter, Chief Executive Officer & Chief Financial Officer

?€? Ms. Kiran Gurnani, Company Secretary and Compliance officer

?€? Mr. Anil Srivatsa, Promoter & Executive Director

?€? Mr. Harpreet Singh, Deputy CEO & Chief Operating officer

?€? Ms. Gurneet Kaur Bhatia Promoter & Non-Executive Director

21. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 164(2) of the Companies Act, 2013, the Company has received declarations from all its Directors confirming that:

1. They have not incurred any disqualification for being appointed or continuing as Directors under the said provisions of the Act.

2. They have complied with all requirements relating to filing of annual returns and financial statements with the Registrar of Companies.

3. None of them has been convicted of any offence in connection with the affairs of the Company, nor has an order been passed disqualifying them from acting as Directors.

4. Their Director Identification Numbers (DINs) are active and have not been deactivated due to non-filing of prescribed returns.

5. They are in full compliance with provisions relating to non-default in repayment of deposits, debentures, interest payments, or any loan facility availed by the Company.

These confirmations have been duly placed before the Board at its meeting and taken on record as part of the Boards statutory compliance and due diligence process. The Board affirms that such declarations provide assurance regarding the integrity, eligibility, and capability of its leadership, thereby ensuring that the governance framework of the Company remains strong, transparent, and compliant with applicable laws.

22. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR:

The Company proactively keeps its directors informed of the activities of the Company, its Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

23. BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman and

Non - Independent Directors was carried out by the Independent Directors in their separate Meeting who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meeting and guidance /support to the Management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members.

Evaluation of Independent Directors was done by the entire Board, excluding the director being evaluated.

24. MEETING OF BOARD OF DIRECTORS

A. Number of Board Meetings in the year (FY 2024- 25)

The Board met seven (7) times during the financial year 2024-25 as detailed below:

SL. NO.	DATE OF BOARD MEETING	NO. OF DIRECTORS PRESENT
1.	03.04.2024	5
2.	28.05.2024	5
3.	29.07.2024	5
4.	26.08.2024	5
5.	29.10.2024	5
6.	26.12.2024	5
7.	13.03.2025	5

The intervening gap between any two meetings was within the time limit prescribed under the Companies Act, 2013.

B. Attendance of Directors at Board meetings held during the year:

S.NO	NAME OF DIRECTOR	CATEGORY OF DIRECTOR	NO. OF BOARD MEETINGS ATTENDED	ATTENDANCE AT THE LAST AGM
1.	HARVINDERJIT SINGH BHATIA	Chief Executive Officer and Chief Financial Officer	7	YES
2.	ANIL SRIVATSA	Executive Director	7	YES
3.	SUNIL MOHAN LULLA	Independent Director	7	YES
4.	NEERAJ JAIN	Independent Director	7	YES
5.	GURNEET KAUR BHATIA	Non- executive Director	7	YES

25. MEETING OF MEMBERS

During the year, the 14 th Annual General Meeting of the Company was held on 25 th September,2024.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The company got listed on NSE Emerge over SME Platform on April 05,2024.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(A) CONSERVATION OF ENERGY

(i)	the effort made towards technology absorption	Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported
	(b) the year of import;
(iv)	whether the technology been fully absorbed;	Nil
	if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
	the expenditure incurred on Research and Development
(v)	the effort made towards technology absorption	Nil

(B) TECHNOLOGY ABSORPTION

(i) the steps taken or impact on conservation of energy	Companys operation does not consume significant amount of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
(iii) The capital investment on energy conservation equipments	Not applicable, in view of comments in clause (i)

(C) Foreign Exchange earnings and outgo

(i) Expenditure in Foreign Currency	Rs. 68,85,563/-
(ii) Earnings in Foreign Exchange	Rs. 1,61,84,641/-

28. WEBLINK OF ANNUAL RETURN:

In accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Amendment Rules, 2021, The Annual Return as referred in Section 134(3)(a) of the Act for the financial year ended March 31, 2025 is available on the website of the Company at Radiowalla.in

29. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)

(c) of the Companies Act, 2013.

i. That in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. That such accounting policies, as mentioned in the Financial Statements as "Significant Accounting Policies" have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the annual financial statements have been prepared on a going concern basis;

v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi. Those proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

30. SHARE TRANSFER SYSTEM

All share transfer, dematerialization and related work is managed by Maashitla Securities Private Limited having registered office at No. 451, Krishna Apra Business, Netaji Subhash Place, Pitampura Delhi- 110034. Shareholders are requested to send all share transfer requests, demat/ remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. to the registrar and transfer agents.

31. SHARE CAPITAL AUDIT

As stipulated by Securities and Exchange Board of India (SEBI), M/s. SPDA & Associates., Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) as per the register of members and the total issued and listed capital.

32. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.

33. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

34. INVESTORS CORRESPONDENCE

Maashitla Securities Private Limited

Address: 451, Krishna Apra Business Square, Netaji Subhash Palace, Pitampura, Delhi- 110034 Telephone: 011-45121795 Email: ipo@maashitla.com Website: www.maashitla.com

35. AUDITORS

a. Statutory Auditors: Statutory Auditors Report

The Statutory Auditors report dated 28th May, 2025 on the financial statements of the Company for the financial year 2024-25 is unmodified & self-explanatory, and does not have any reservations, qualifications or adverse remarks.

Details in respect of frauds reported by auditors

No fraud has been reported by the Auditors to the Audit Committee or the Board.

b. Internal Auditor

The provision of Section 138 of the Companies Act, 2013 is applicable to company from the financial year 2024-25 and the company has appointed M/ s. JHS & Associates LLP, Chartered Accountants to carry out internal Audit for the financial year 2024-25 based on the recommendation of the Audit Committee.

c. Secretarial Auditor

Pursuant to provision of section 204 of The Companies Act, 2013 and rules made thereunder, M/ s. SPDA & Associates, Practising Company Secretaries has been appointed as Secretarial Auditor of the company for the period of five (5) financial years - 2025-26, 2026-27, 2027-28, 2028-29 and 20292030 at the meeting of Board of Directors held on May 28, 2025. A Secretarial Auditor Report in Form MR-3 given by M/s. SPDA & Associates, Practising Company Secretaries for the Financial Year ended on 31 st March, 2025 has been provided in "Annexure C" which forms parts of this Directors Report.

36. DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee

37. DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees who are employed throughout the financial year was in receipt of remuneration for that year of not less than One Crore and Two Lakh Rupees and if employed for a part of the financial year was in receipt of remuneration for any part of that year of not less than Eight Lakh and Fifty Thousand Rupees per month to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of the prescribed limit during the financial year 2024-25.

The information required under section 197 of the act read with Rule 5(1) of the companies (Appointment and Remuneration) Rules, 2014 is annexed as "Annexure D" and forms a part of this report.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the Section 135 of Companies Act, 2013 all companies having Net Worth of Rs. 500 cr or more, or Turnover of Rs. 1,000 core or more, or Net Profit of Rs. 5 core or more during any financial year required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising of three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Companys three immediately preceding financial year.

During the current financial year, the provisions of Section 135 of Companies Act, 2013 is not applicable to the Company, therefore; it is not required to pay 2% of the average net profits of the Company for the current Financial Year.

39. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formal mechanism for all employees and the Directors of the Company to report about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or an event he becomes aware of that could have a detrimental effect on the business or reputation of the Company and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The Policy has been posted on the Companys website. No person was denied access to

the Chairperson of the Audit Committee to report any concern. The said Whistle Blower Policy has been disseminated on the Companys website

40. SEXUAL HARASSMENT

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

41. CORPORATE GOVERNANCE:

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the provisions of Corporate Governance as specified in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Para C, D and E of Schedule V, are not applicable to companies whose equity shares are listed on the SME Platform of the Stock Exchange.

Since the Companys securities are listed on the SME EMERGE Platform of the National Stock Exchange of India Limited, the above-mentioned provisions relating to Corporate Governance are not applicable to the Company.

Accordingly, the Company is not required to furnish a report on Corporate Governance for the financial year under review, and therefore, the same does not form part of this Annual Report. However, the Company continues to adhere to and maintain the highest standards of ethical practices, transparency, and accountability in its operations and management to the extent possible.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 forms part of this report and is attached as "Annexure E".

43. INSIDER TRADING

The Board of Directors has adopted the Inside Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the company as well as consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in the Companys shares.

The Company had in place a "Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices", in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b. Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The code referred to in (a) above is placed on the Companys website www Radiowalla.in

44. CODE OF CONDUCT

The Board of Directors of the Company has laid down Code of Conduct for all the Board Members and Senior Management personnel of the Company. The Board Members and the Senior Management personnel have to affirm compliance with the code for the financial year 2024-25. The said Code of Conduct has been posted on the website of the Company. A declaration to this effect is annexed and forms part of this report.

45. CERTIFICATION FROM CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER OF THE COMPANY

The Company has obtained a compliance certificate in accordance with Regulation 17(8) of listing Regulations from Mr. Harvinderjit Singh Bhatia, Chief Executive officer and Chief Financial Officer of the Company. The same forms a part of this Annual Report.

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a compliance certificate from Mr. Harvinderjit Singh Bhatia, Chief Executive Officer and Chief Financial Officer of the Company. This certificate confirms the accuracy and completeness of the financial statements and other information presented in the Annual Report.

The certificate, which forms an integral part of this Annual Report, affirms that:

?€? The financial statements and other financial information have been reviewed and, to the best of their knowledge and belief, do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

?€? These statements present a true and fair view of the Companys affairs and are in compliance with applicable accounting standards, laws, and regulations;

?€? They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of such internal controls;

?€? They have disclosed to the auditors and the Audit Committee any deficiencies in the design or operation of internal controls, and any significant changes or instances of fraud of which they are aware.

46. INDEPENDENT DIRECTORS MEETING

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting 21 st March 2025, without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i. review the performance of non-independent directors and the Board as a whole;

ii. review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii. assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

iv. review the responsibility of independent directors with regard to internal financial controls.

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

47. TRANSFER OF UNCLAIMED SHARES/DIVIDEND AND INTEREST THEREON TO IEPF:

As required under Section 124 of the Act there are no unclaimed shares / dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.

48. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

During the year under review, there were no cases filed pursuant to the sexual harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has been conducting an awareness campaign to encourage its employees to be more responsible and alert while discharging their duties.

S.No.	Particulars	Number of Complaints
1.	No. of Complaints at the opening of year (1st April 2024)	0
2.	No. of Complaints received during the year	0
3.	No. of Complaints resolved during the year	0
4.	No. of Complaints remained unresolved at the end of the year (31 st March 2025)	0

49. ACKNOWLEDGEMENT

The Board of Directors would like to place on record their sincere appreciation and gratitude to the esteemed Bankers of the Company for their unwavering support, timely assistance, and continued trust throughout the financial year. Their cooperation has been instrumental in ensuring the smooth functioning of the Companys financial operations and in supporting the Companys growth objectives.

The Directors also extend their heartfelt thanks to the Companys valued customers for their continued patronage and loyalty. Their confidence in our products and services remains the cornerstone of our success. We are equally grateful to our vendors and business partners, whose

dependable service, timely delivery, and commitment to quality have helped us maintain high operational standards.

The Board further expresses its deep appreciation to our esteemed investors for their sustained trust, encouragement, and belief in the Companys vision and long-term strategies. Their support has played a crucial role in driving the Companys performance and stability, even amid challenging business environments.

Last but not least, the Directors wish to convey their sincere thanks to all employees across all levels of the organization. Their dedication, hard work, and commitment have significantly contributed to the achievements of the Company during the year. It is through their relentless efforts, innovation, and professionalism that tire Company has been able to meet its strategic objectives and maintain a competitive edge.

Tire Board looks forward to the continued support and cooperation of all stakeholders in the years ahead, as the Company strives to achieve new milestones and deliver sustained value to all its stakeholders.

FOR AND BEHALF OF BOARD OF DIRECTORS RADIOWALLA NETWORK LIMITED

HARVINDERJIT SINGH BHATIA	GURNEET KAUR BHATIA
DIRECTOR	DIRECTOR
DIN: 01681292	DIN: 03098892
DATE: 29.08.2025
PLACE: Bangalore