Reliance Broadcast Network Ltd Directors Report

Dear Shareowners,

Your Directors have pleasure in presenting the 18^th Annual Report and the audited financial statement for the financial year ended March 31, 2022.

Financial Performance and State of Companys Affairs

The performance of the Company for the financial year ended March 31, 2022 is summarized below:

Particulars	Financial Year ended March 31, 2022	Financial Year ended March 31, 2021
	(Rs In Lakhs)	(Rs In Lakhs)
Total income	14,484.03	13,373.62
Gross profit/(loss) before depreciation, amortisation and exceptional items	(8,578.41)	(9,004.92)
Less:
a. Depreciation and amortization	3,328.39	3,699.75
b. Exceptional items and other adjustments (Profit)/Loss before tax	-	-
Less: Provision for:
Current tax/Excess provision for Tax of earlier years	-	-
Profit/(Loss) after tax	(11,906.80)	(12,704.67)
Other comprehensive income	-	-
Items that will not be reclassified to profit or loss	-	-
Re-measurements of post-employment benefit obligations	(5.87)	(24.54)
Add : Income tax relating to these items	-	-
Other comprehensive income for the year, net of tax	(5.87)	(24.54)
Total comprehensive income/ (loss) for the year	(11,912.67)	(12,729.21 )
Add : Balance brought forward from previous year Profit/(Loss) available for appropriation	(146,832.92)	(134,103.71 )
Appropriations:
Proposed Dividend on equity shares	-	-
Impact of adoption of Ind AS 116	-	-
Dividend Tax	-	-
Transfer (from) /to General Reserve	-	-
Transfer to Debenture Redemption	-	-
Balance carried to Balance Sheet	(158,745.59)	(146,832.92)
Earnings per share
- Basic	(0.93)	(0.99)
- Diluted	(0.93)	(0.99)

*Figures of previous year have been regrouped and reclassified, wherever required.

Financial Performance

The Companys total income for the financial year ended March 31, 2022 was 14,484.03 lakhs as against 13,373.62 lakhs in the previous year. The Net Loss stood at 11,906.80 lakhs, as compared to the Net loss of 1 2,704.67 lakhs for the previous year.

Dividend

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

Business Operations

The new financial year had an unwelcome greeting by the second wave of the COVID-1 9 pandemic. It left everyone worried and anxious about the global health crisis and where we were headed in the months to come. Hence, despite a fairly brisk start at the beginning of 2021, radio witnessed an approximately 50% degrowth. The sectors that were impacted included FMCG, Education Retail, Lifestyle, Consumer durables, Government and E-Commerce, especially mobile handsets, as online delivery was not allowed during the second wave.

Under the most trying circumstances ever witnessed, healthcare personnel in India were doing their best to cope with the deadly second wave. The pressure of work and shortage of material stretched people to the breaking point. During these testing times, radio rose to the occasion and played an integral role in standing by the public and curbing the spread of misinformation. Radio is always looking for the best ways to spread awareness and create a feeling of positivity among the public. Since its inception, BIG FM has been pioneering a variety of thought-led campaigns and properties that bring positive change in society, thus staying true to its philosophy - Dhun Badal Ke Toh Dekho. BIG FM reacted strategically and created good packages with their focus on helping their stakeholders towards a speedy recovery.

With the entire country reeling under these dire consequences, especially with isolation and social distancing being the strict norm, BIG FM took its listeners-first ethos further with its latest initiative - #BIGHUG. BIG RJs like Khurafati Nitin, RJ Abhimanyu, RJ Sangram, RJ Rani, RJ Juhie and others engaged with audiences in a live session on BIGs Facebook Page, from Monday - Saturday from 5:30 pm for 30 mins, spreading smiles and being comfort companions to the covid affected individuals and families. These live sessions also saw RJs interacting with renowned celebrities such as Sunidhi Chauhan, Divya Dutta and many others who candidly shared their experiences in dealing with isolation and social distancing. The #BIGHUG initiative that was extensively promoted on its radio and social media assets, culminated with a video featuring BIG RJs reiterating the need and importance of reaching out to your loved ones through virtual hugs during these times.

Another way of bringing smiles to peoples faces has been through entertainment and there is very little bigger than IPL in India. On the backdrop of this mega cricket tournament, BIG FM conducted a 12 Week Sporting & Trivia Extravaganza, from April 2021, to find the T20 MAHAYODHA of Cricket in India. Participating teams from across 58 BIG FM Stations competed for the ultimate glory of bringing honor to their city, hosted by RJ Abhilash at a National level. Goa won the title of T20 Mahayodha. The entire campaign involved match updates, forecast, reviews, filmy sports trivia capsules, etc. It had a high level of participation from listeners across the country. Additionally, a digital arm encouraged participation and updated the leaderboard regularly during the on-air campaign.

During April, May and till July 2021, with cricket as the flavor of the season and the country beginning to open up, a variety of shows and events began to come alive. Music is our DNA and we were elated to be part of the Indian Pro Music League through the BIG Music Studio. It captured the cricket vibe of the country and gave a platform to leading musical stars on-air. BIG Music Studio showcased snippets from the show, performances, behind the scenes interviews of more than 30 A-lister celebrities on-air and on digital (social media platforms) with RJs Rani and Abhimanyu. Our RJs received immense exposure on the show as all RJs across the country were the face of the campaign on a national level. This was done in partnership with Zee TV. It gave huge traction to our RJs on-air, on TV and on digital media. Listeners got an opportunity to connect with their favorite singers on-air and on digital.

Since the beginning of the pandemic and even today, the healthcare and pharma sector was booming and still continues to. With an influx of brands, some of BIG FMs key clients on both radio and our digital assets were Sunpharma, Alkem, Medtronic, Fortis, Emcure Pharmaceuticals and many others. Major deliverables included doctor interviews busting various myths and spreading genuine factual awareness about healthcare. They were in conversation with our RJs. These interviews were taken live on-air as well as on digital in the form of Facebook Spotlight videos and FB Lives on our National and Regional FB pages. BIG FM accomplished 100+ RJ Live videos with Sun Pharma. A unique offering was executed for Emcure Pharma. Emcure aimed at creating awareness about their brand Maderna by breaking myths surrounding the topic of IVF. The campaign was done in two phases - July and August 2021. A set

of doctor interviews were done on-air, another set on digital and a third set on Podcasts. The Podcast went live on leading platforms like Gaana, JioSaavn, Spotify, Google Podcasts, Aawaz and the BIG FM Youtube page and website. A cumulative reach of 54,000 was achieved across podcast platforms and 27,000 across Facebook.

While most of the people were still staying indoors, eyes were glued and ears were cued into the 2020 Olympics in July 2021. In keeping with the Olympics fervour, Big FM has launched its property - the Big Music Olympiad, a musical extravaganza, against the milieu of the current sports vibe of the Olympics. BIG FM had the cast of Gangs of Wasseypur in the studios to play the game. The show aired during the morning time band and evening time band across 30 stations. We gave our listeners a chance to display their love for music in "The BIG Music Olympiad"- a race to make your favourite song win a GOLD across all the stations under the following categories inspired by sports. Winners from each category won GOLD, SILVER, and BRONZE as per the number of audience votes. It was a Dhun Badlo way of showcasing the golden songs of Hindi cinema by actually making them win a gold.

The celebrations from Indias historic wins at the Olympics continued into the start of the 75^th year of Indias independence in August 2021. For this momentous occasion, BIG FM, through "I for India", decided to reflect back on our journey leading up to 75 years and see people and stories bringing about positive changes across the country. The campaign included 75 stories of 75 individuals across India who made the change they wanted to see. These heroes were highlighted on all the shows through an interaction with 92.7 BIG FMs RJs. This spike re-established our brand promise as storytellers

- real stories that have changed the Dhun of the society in the long run.

As part of our "Dhun Badlo" ethos, BIG FM has been a thought leader in client solutions. By partnering with Gulf Superfleet Turbo Plus Truck Engine Oil for the third edition of their highly acclaimed campaign, Suraksha Bandhan, BIG FM commemorated Raksha Bandhan in a remarkable way. The initiative recognized the relentless efforts of truck drivers and saluted them for their work in health and safety which was the need of the hour. To show gratitude and keep them protected during their work of transporting oxygen cylinders, essentials, etc. during times in need, the initiative focused on getting the truck drivers vaccinated. BIG FM, TV9, and Gulf Superfleet Turbo Plus Truck Engine Oil embarked on the mission to help over 10,000 trucker friends to get their Suraksha Ka Tika. The 15-day long free vaccination drive received words of support and encouragement from the Minister of Road Transport & Highways, Nitin Gadkari during the launch. For seamless execution of the campaign, BIG FM & TV9 tied up with reputed hospitals and truckers associations for the vaccination drive across 11 cities including Mumbai, Delhi, Jalandhar, Ludhiana, Indore and many more! The initiative achieved the target of having 10,000 of our trucker brothers vaccinated and culminated with a heartwarming video that went live across Gulf Oil, TV9, and BIG FM social media handles. The initiative has won at the Golden Mikes - Radio Advertising Awards 2022 for Best Innovation on Radio.

BIG FM also celebrated Raksha Bandhan in a unique way by spreading awareness through our National Spike - Mask Ka Bandhan.BIG FM urged listeners to share their Mask Ka Bandhan

- people give a virtual "mask" to their loved ones in the form of a message to protect them against COVID and hence the society at large. This was executed by all RJs across the country. The campaign generated awareness and gifting masks in the form of awareness messages to loved ones became a trend.

From messages of awareness, to messages of gratitude...BIG FM with MSF India highlighted the efforts of various healthcare workers through emotional stories of the work by their Doctors Without Borders. Richa Anirudh was the host of the show. The content was then made into a podcast show that went live on multiple streaming platforms like Gaana, JioSaavn, Spotify, BIG FM YouTube Channel and Aawaz with a Digital Reach of 158.2k+ and Podcast Streams of more than 9000.

With the worlds communication moving from physical to virtual, privacy has become ever more important. WhatsApp executed an on-air and digital campaign with BIG FM, leveraging the strength of our RJs to perpetuate the E2E Encryption feature that assures privacy in communication on WhatsApp. BIG FM joined WhatsApp as a media partner offering Integrated "Radio + Digital" amplification, using the power of both mediums to promote the features, privacy etc. Focused on "interesting" & "engaging" content creation while delivering the message across to the audiences through - Storytelling, Celeb-interviews, Tailor-made Digital Posts, RJs and Influencers Talk & Campaign Messaging. Brand integrations were done in Suhaana Safar, with Neelesh Misra and through Actor Calling Actor. The Radio Reach was 1.84 Cr (Source - RAM, 3 metro markets, 16^th August to 22^nd Sept. 2021) and Facebook Reach was 12 Lacs. This campaign was an affirmation of the faith of 2 BILLION USERS around the world who trust WhatsApp to deliver their personal messages every day.

In September, after a nostalgic campaign was conducted for Teachers Day - Ek Thi Teacher, a Time Spent Listening Campaign was conducted, especially by the Mumbai team called "Gaane Gin Gin" which spanned through the festive activities as well with big gratification collaborations to celebrate the winners who guessed the number of songs played within a time band.

This month also saw the beginning of the festive season...one of the biggest being Ganesha Chathurthi. Taking a different route as we always do, BIG FMs key IP BIG Green Ganesha had a big digital leg to the entire campaign keeping in mind the protocols within the pandemic situation. BIG FM initiated BIG Green Ganesha to promote use of eco-friendly idols & celebration with minimum environmental damage. BIG Green Ganesha builds awareness in 20+ Indian cities among environmentalists, political dignitaries, and celebrities. "Har Ghar Hariyali", a major theme under BIG Green Ganesha, witnessed interactions with artisans who made eco- friendly idols. They were in conversation with our leading RJs like Vrajesh Hirjee and RJ Abhilash. The interviews went live on-air as well as on BIG FMs National social media handles. A number of celebrity interactions were also conducted with this theme, with Akriti Kakkar, Daler Mehndi, Ganesh Acharya.to name a few. The highlight was the daily Facebook Live darshans and poojas of the Lalbaugcha Raja and other major pandals, that went live on BIG FMs Facebook page with thousands of people tuning in each day. This went live across multiple regional pages, further emphasizing on BIG FMs regional presence across the country.

October was a power-packed month with the festive season as well as other new initiatives at a brand level. October was a new beginning for BIG FM in the independent music space. In our foray into this genre of music, BIG FM launched #TheBlueMic in collaboration with Hungama Artist Aloud, on 4^th October, 2021 with ace band Euphoria #TheBlueMic. Based on an "Artist of the Week" format, the show has had a perfect mix of sounds, genres and styles that really brings out the persona and talent of each selected artist. Each week, 1 Artist / Band has been featured with their music, passions, fans & future plans. Artists like Ritviz, Neha Bhasin, Nikita Gandhi, Shaan, Kamakshi Khanna, Amaal Mallik, and many more have been on the show! The show is still live on radio, YouTube, OTT and the Hungama Artist Aloud App every week with promotions leading up to the show across social media. After 15 + weeks of the initiative, the show gained 1.3 Mn Reach on Radio, 2.9 Mn + Reach on Instagram, 3.2 Mn+ Reach on Facebook and 800k + Reach on Twitter with 49.1 lac PR Value. #TheBlueMic has entered the English Edition currently and is soon to be converted into a Podcast.

Navratri was celebrated on-air with "Nau Din, Nau Swaad" a 9 days special with celeb chefs like Shipra Khanna, Vishnu Manohar, Chef Nilesh, Madhura from Madhuras Recipes [Youtube], and Chef Akshraj Jodha from ITC, and Siddhant Bhargava. They shared some mouth watering recipes via BIG FM, for all the 9 days. These recipes were of traditional food used during the time of fasting. Recipe videos were also shared across BIG FM social media.

While Navratri is a major Indian festival, it is especially popular in Gujarat. Keeping in mind the 2021 COVID-19 protocols and how much people missed "garba" nights, BIG FM is known for innovating and changing the dhun of the moment. With Navla Norta, we leveraged the Navratri festival and organized Digital Garba with Popular Gujarati Artists. These videos went live on Facebook and YouTube and opened up a number of branding opportunities for associated clients. In total, BIG FM delivered a Reach of 5 Mn + with 1.2 Mn + Video Views.

From the West, we head to the East. The Pujo festivities began from the day of Mahalaya, the tithi of which falls a week prior to the Pujo. People wake up in the wee hours to listen to a ritualistic radio drama on-air that tells the story of Mahishasuramardini and sings praises on Devi Durga. While the content narrates about the unleashing of the supreme feminine - the Shakti - it is done by a male lead. BIG FM vowed to go beyond this tradition and created a radio play that was contemporary and inclusive in its approach. We used both male and female artistes for the play, hymns and the songs. While every other private FM station-aired the age-old drama, BIG FM played Mahalaya in its new avatar called the "BIG Mahalaya". In the run up phase to the Mahalaya, on-air and digital platforms were used to ignite conversations around the need for bringing diversity and inclusion into every sphere of life including the religious and cultural festivals. It received rave reviews from the audience and made impactful PR.

BIG FM celebrates the big occasions, but never skips the aspects that impact society at large...something as simple as hand washing. The devastation caused has already had a marked effect on peoples mental health. Researchers worldwide investigated and continued to investigate the causes and impacts of this stress, and some feared that the deterioration in mental health could linger long after the pandemic subsides. Mental Health is a silent Pandemic. BIG FM on the occasion of "World Mental Health Day on 10^th October along with Life Coach Dilip said "Restart Zindagi". It was a month- long campaign which concluded with the Digital Dhunbadal Ke Dekho Wellness Workshop. We had Aditi Gowitrakar as part of the campaign as a certified wellness coach. The brand that leveraged this opportunity was Happi Plus. The campaign was impactful for people across the country but also for us as our Digital Impressions were north of 11 lakhs - the extent of our campaign reach.

From wellbeing to hygiene, BIG FM has done it all! On October 15, 2021 - Global Handwashing Day...BIG FM executed the campaign "BIG FM Haath Dhoke Aapke Peechhe Pada Hai" and we were happy to have Himalaya on board. The objective was to generate awareness about the washing hands during the spurt in Covid cases on Global Handwashing Day. We created a jingle of 20 secs which will act like a timer for people to wash their hands for 20 secs. There were handwash alarms set during the day. Activating our RJ Advocacy digital arm, the RJs across the country made their own videos of washing hands using Himalaya hand wash. Tips and breaking myths were also shared on-air and on digital platforms. A social media contest was conducted wherein audiences had to share their handwashing video/image in the comments and lucky winners were given a gift hamper by Himalaya. The jingle and videos went viral giving BIG FM great radio and digital mileage.

As we boast our radio and digital reach, BIG FM is known to leverage its strengths in cause-related marketing for various NGOs. During October 2021, BIG FM joined hands with Smile Foundation for the campaign "Shiksha Na Ruke" to collect funds for fulfilling the needs of education for the underprivileged, whose dreams of learning were affected by the pandemic as the entire system moved online. beyond the reach of many children and families. BIG FM stepped in and conducted an on-air and digital campaign to raise funds and awareness. Through an aggressive digital campaign comprising RJ Lives on Facebook (with a donate button and link) and other static and video creatives, donors were able to donate their contributions on the Smile Foundation landing page towards the cause. Together we exceeded INR 8 Lakhs in funds, a successful campaign and an even stronger outreach to society in a time of need.

October ended with a bang as BIG FM launched BIG Marathi Entertainment Awards to recognise talents from the Marathi television industry across 10 popular categories. Creating engaging content and entertaining people, Marathi shows have been at the forefront especially during the pandemic. The awards were an ode to the inspiring Marathi television fraternity acknowledging and felicitating their work. This radio awards was led by RJ Bandya. BIG FM listeners could nominate their favorite Television artists and enable them to win a deserving title across 10 popular categories - BIG Best Character (Male and Female), BIG Supporting Character (Male and Female), BIG Best Title Song, BIG Best Family, BIG Best Negative Role (Male and Female), BIG Best Jodi and finally the Big Best Non-Fiction Show. Various television stars who were adored by their fans were Madhurani Gokhale, Mukta Barve, Harshada Khanvilkar, Umesh Kamat, Smita Shewale, Pallavi Patil, Ajay Purkar, Akshaya Naik amongst others were nominated under these exciting categories. A whopping 75000+ votes were received from the public for their favourite celebrities and stars amongst the various categories. Sundara Manamadhye Bharali won Best Character (Female and Male) - Akshaya Naik and Sameer Paranjpe; Supporting Character and Best Villian (Male) won by Sandesh Upsham and Hrishikesh Shelar respectively. Jay Jay Swami, one of the most popular songs in the Marathi TV bagged the trophy of Big Best Title Song, whereas the Desai Family from Ajunhi Barsat Aahe were adorned with the title of Big Best Family. Celebrating their on-screen chemistry, Dr Meera and Dr Adiraja from Ajunhi Barsat Aahe grabbed the award for Big Best Jodi. Harshada Khanvilkar was honoured with the Big Supporting Character (Female) for the show Rang Majha Vegla. The Best Negative Role (Female) award went to Rupali Bhoasale for the show Aai Kuthe Kay Karte. Lastly, Maharashtrachi Hasyajatra, a comedy show where professional comedians from different regions of Maharashtra perform a series of acts, was recognised with the Big Best Non Fiction Show award.

As the festive season continued, November began with the Festival of Lights...one of the biggest festivals in India...one that is celebrated as a family where all members come together in love and hope and exchange gifts as a sign of these values. With this central theme of the festival, BIG FM executed the BIG Family Jackpot - A Diwali-special game show, the BIG Family Jackpot Season 2 was a Bollywood based quiz where families could win many exciting prizes across the cities. The campaign helped in gaining cumes through prizes given on-air and TSL for the continuity factor of the film trivia based contest. During the lockdown, this was refreshing content for listeners to look forward to in the midst of tension and grief. It brought joy to the lives of many consumers.

Ever since the lockdown, the world adjusted and adapted to the "new normal". The world went digital, it went online. With digitalization picking up in the country, online shopping is the latest trend. People are moving towards digital solutions and are spending more time online. In 2020, India was hit hard by cybercrime, experiencing close to 120 million cases. Overall, cybercrime increased by 86% between the months of March & April 2020. In the period from August 2019 to June 2021 79.68 crore was lost to cyber frauds. Objective was to make the audience aware of Cyber frauds through the campaign - BIG Cybershield. Celebrities like Jimmy Shergil , Manoj Bajpayee , Abhsihek Bachchan and others came forward to talk about cybercrime. The campaign concluded with the presence of IT Minister of Maharatsra - Satej Patil recognising BIG FMs efforts. Local Authorities like ADG Brijesh Singh Maharashtra Police, DCP Rashami Cyber Cell , Mumbai Police , Mumbai Grahak Panchayat Head...were part of the campaign. Brands involved were ScamCheck India and sponsored by LIC. Digital Impressions of 1.3 lakh plus were reached through this campaign. We were able to save 80 lakh plus INR of the audience.

While retail went online, people found solace in the form of retail therapy during the pandemic. Those who were not convinced with the idea of online purchases, slowly adapted to and adopted the new ideal. Expanding the scope of our slew of offerings, in November 2021, BIG FM launched our social commerce platform - BIG Living, a platform for those who abide by the Buy Good, Do Good and Feel Good way of life. Catering to the myriad needs of their audience, BIG Living is a platform where products are designed for consumers who care for themselves and the environment and want to live a sustainable life. BIG Living has 5 pillars Health and Wellness, Artisans, Locally Made, Giving Back and Workshops. It is the small, everyday choices one makes that matter and make a difference. BIG Living has had more than 20 brands and has delivered 1 lac site visits per month, 8 Mn Reach, 10 Mn impressions, and 6 Lacs video views. The aim is to curate a platform where our audiences can choose from a hand-picked selection of products and services that are perfectly in line with our brand philosophy of Dhun Badal Ke Toh Dekho.

November 2021 came to an end with the beginning of a digital - first, social media campaign. This campaign not only proved our digital reach and beyond radio solutions and innovations, it also highlighted the advocacy strength of our RJs. "Dhun Workouts" was executed in collaboration with WATConsult, a leading digital agency. The objective was to strengthen the lungs through different breathing/lung exercises with the help of music. BIG FM through the strength of the RJs, leveraged Instagram Reels and created short videos against music to which they did the lung exercises and threw the challenge out to their followers to try the same. Promotions were done across radio to drive participation. 20+ RJs participated from across the nation. Abhijit Sawant also joined in the challenge and did an interview with BIG FM as well. The campaign ended with a bang with Meri Jaan from the movie Gangubai Kathiawadi. Neeti Mohan, the singer of the original song and music label Sa Re Ga Ma also shared the Dhun Workout with her community on Instagram stories. The campaign was live on the short video format app - Josh. With 33 reels, 20+ RJs and celebrity participation, across November and December 2021 and January 2022, the reach was 1 Mn on Instagram with 1 Lac views on Josh. "Dhun Workouts" won the Baby Blue Elephant at the 2022 Kyoorius Creative Awards.

Storytelling is in our DNA. BIG FM launched BIG Katha in early December 2021 - a show that reimagines and re-tells tales and fables of yesteryear with a modern twist, while still retaining the deep meaning and implied morals. The show aired on Saturdays from 8 pm - 9 pm and Sundays from 6 pm to 7 pm. It featured RJ Khurafati Nitin as Akkad Singh (contemporary Akbar) and RJ Pihu as Babita (modern day Birbal) as the lead characters of the show. Season 1 has spanned over 20 episodes and is now a podcast show live on 30+ platforms.

Continuing to spearhead through the audio entertainment industry, BIG FM is driving its podcast arm by leveraging its core strength - its regional presence. Regional RJs have power not only over the language but also over the cultural nuances of their region. BIG FM, through BIG Podcasts, launched 9 regional podcasts across languages like Hindi, Bhojpuri, Bengali, Marathi, Tamil and Telugu with a total of 28,796 streams currently. Itihas Navachi Vyakti by RJ Sngram is the top performing podcast followed by Gonu Jha Ke Gudgudate Kisse by RJ Chokha and Bidesiya by Rajeev Kumar. Currently there are more than 15 podcasts live through BIG Podcasts, and this number is constantly growing.

After an interesting year in 2021, BIG FM was back to celebrate Republic Day in January 2022 with the spike - "ConstiTuition". Republic Day is when our countrys constitution was formed. People got to know about their rights, duties and laws as citizens. These details are things which we are taught in school and play an important part in shaping our civic sense. BIG FM gave kids the ConstiTuition addressing various social issues prevalent in the society to remind them of their duties through radio play, debates and open mic sessions. The brightest kids appeared on all our platforms to enlighten listeners about a certain topic related to rights and duties. An on-air aptitude test was conducted to select the kids fit to represent their city. In every city, 3 kids were selected through the following rounds and these best 3 received an opportunity to co-host the morning show with RJs till 26^th Jan. The impact was good in terms of cume building activities like marketing tie ups with local schools/tutorial centers to get bright students to appear on-air. We took the teachers/principals bytes wishing their wards on-air during the activity.

February 2022, the month of love, witnessed the spike - Love Ka Locker - wherein BIG FM emphasized on love to grow from all aspects - economically & emotionally. BIG FM added a twist and decided to help audiences take care of their loved ones LOVE KA LOCKER. The message revolved around the fact that if a person was truly invested in the relationship, then they could show their care and concern and invest in securing the future of their loved ones.

Further stimulating the concept of love...selfless and giving love, in "Dhun Badal Ke Toh Dekho" style, BIG FM began the campaign for organ donation. Since the start of the pandemic, weve witnessed a huge drop in organ donation in India & specially in Mumbai. Since we have a lot of requirements for different organs in the city, BIG FM did "Bano Mumbai Ke Ang Daataa". This was an organ donation awareness drive - asking listeners to get them registered to save lives and live through others. The objective of the campaign was to generate conversations in each household regarding organ donation and to encourage listeners to get their Donor Card. Actors like Nandita Das, Narayani Shastri came forward in this campaign. More than 200 people registered for organ donation. Bollywood celebrities like Sonakshi Sinha, Manoj Bajpayee, Shaan and Tapsee Pannu supported the cause. The campaign culminated with a concert by Shankar Mahadevan and Vrajesh Hirjee featuring our organ donor heroes. Mumbai Ke Ang Daata was done in association with ZTCC, a not-for-profit, government organization that began promoting organ donation in 2000 in Mumbai. Every major campaign, whether national or regional, has a strong digital arm to it. The digital reach of the campaign was 30,000 in Mumbai.

Love is empowering and as BIG FM established that in February, March 2022 was all about women empowerment as we celebrated womens day with very powerful themes. "BIG Nayika was one such campaign led by RJ Abhilash. We showcased stories of women from all walks of life - the not so celebrated native women working at a grassroot level to contribute to the growth of the nation and who are deserving of our praise and recognition. From single handedly nurturing over 8000 trees to blazing a trail in mountaineering, these incredible women proved what BIG Nayika truly is! These stories were covered by BIG FMs top RJ - Abhilash Thapliyal and our Inspiration Partner was She The People. Every interview with these trail-blazing women went live on-air and on social media. At the end of the campaign, the content was stitched together and is now live as a podcast on 30+ platforms including Gaana, JioSaavn, Spotify, Amazon Music, etc.

Women empowerment as a theme extends to financial empowerment as well. For decades women have been underestimated when it comes to finance, and many do not enjoy financial freedom. Why is there such a gender bias when it comes to finance and how do we break through the stereotype? Several studies have revealed that women are more financially responsible than men and are better at saving for the future. However, we still witness women facing gender inequality, less pay, and other stereotypical perceptions about their capacity to handle finances. Despite these hurdles, some women are the torchbearers in the financial space and are beacons of light for women across the country. These financial experts were featured on Aap Jaise Rani with RJ Rani. They included - Niyati Thaker , Sayali Bhagat , Rachna patel, Neha Patil. The show had many financial dignitaries like Chetna Gala Sinha- Founder, Chair of Mann Deshi Bank , Nari Shakti Samman, Sumaira Abidi - Editor - CNBC-TV18 and Money Control, Lakshmi Baruaha - Padamshree - founder of Assams first women-run Co-operative bank , and Shanai Ghosh CEO Edelweiss and many more. RJ Rani replicated Alia Bhatt as Gangubai Financewali giving finance tips along with other bollywood celebs also giving their opinion on handling finance. Aap Jaisi Rani is all about treating female listeners as queens of their own lives. We, at BIG FM, reiterated that every woman can be a Finance Minister of her own wealth. Through "Main Bhi Finance Minister" - we generated conversations and shared different perspectives around financial management by women, for women. These conversations went live on-air and on all BIG FM digital platforms. Yami Gautam, Rani Mukherjee, Raveena Tandon, Huma Qureshi etc were celebrities who spoke about the importance of financial management. There was also a Round Table discussion with the Netflix women director team. The campaign culminated in a rap music video featuring Dean Siquera and Rani, scripted, created and produced by BIG FMs Boombox. Digital Reach was 1 Lac and the show ranked #2 on radio for the first time. The entire show is now a podcast series on 30+ platforms.

It was during the month of March (2022), that BIG FM rode on the audio rooms trend and set up BIG Cafe, our very own audio rooms feature on the BIG FM Website. In partnership with Justbaat, BIG FM held a Womens Day themed event on its website in which RJ Heer hosted the first session "Judgemental Hai Kya" in collaboration with Chandigarh University with approx. 100 participants. BIG FM is consistently discovering and presenting newer and innovative solutions to its stakeholders through optimal use of technology.

BIG Cafe Online, another tech-based virtual event and concert offering, was used for the second season of the "Folk Studio" - an artist of the week format with featured artists like Amit Trivedi, Sachin Sanghvi and many others. Well packaged digital elements went live BIG FMs regional and national handles and achieved an impact of 100k Reach and 20,000 views.

The cricket fever was back with a bang with IPL 2022 and so was BIG FMs T20 Mahayodha - live from the BIG Stadium- an alternate arena created to relive the passion for cricket for both who can play the game and the viewers who are passionate about the game. It was a 12 Week Sporting & Trivia Extravaganza to find the T20 MAHAYODHA of Cricket in India. Teams participated from across 58 BIG FM stations. The campaign included special T20 Mahayodha integrations within Actor Calling Actor, Match Forecasts, Trivia on sports films, pre and post analysis of matches and a couple of RJs went Live from the stadiums. This was a paid partnership with LIC, Union Bank and Chaini, pan India.

Towards the end of March and spilling onto April 2022, the Jammu region and Bhopal executed 2 events - BIG Laughter Fest and Nanhe Ustad respectively. Keeping with the humorous theme of the month, BIG FM partnered with Geetanjali Salon and brought out Jammus first ever comedy show of a kind called "Big Laughter Fest" which was held at Radisson Blu, Jammu. The talent hunt gave BIG FM listeners a chance to send in their entries to participate in the show. The best performances were facilitated at Radisson Blu, Jammu. The event saw 300 + listeners laugh out loud at witty and hilarious performances put up by one of Indias best stand- up comedians and You-Tube sensation Gaurav Kapoor. RJ Juhie and RJ Rahul set the vibe of the show from the beginning where the audience couldnt control their laughter, and this continued till the end. In Bhopal, Nanhe Ustad was a platform for kids to showcase their talent. It was the first time the team experimented with a hybrid model with superlative amplification on radio, digital, Print & on-ground. They even received 300+ registrations and 1 90+ audition videos. There was a direct reach of 3K+ people and this was amplified on the clients website as well. The Grand Finale was held at the prestigious Sage International School with 250+ attendees with MLA of Kolar, Mr. Parshad Kolar, Executive Director- Sage group among the honourable guests and renowned names of the Industry as Judges for the Grand Culmination. RJ Pihu, RJ Anadi and RJ Anuj hosted the event.

In continuation with the regional highlights of the year, a major campaign was the BIG Marathi Bioscope with Subodh Bhave...a successful radio show in Maharashtra that took the industry by storm, so much so that audiences shared comments, testimonials, organized fanclubs and have been asking for more!This show brings alive the nostalgia for Marathi film lovers through content that is based on authentic research not easily available on the internet. Audiences asked for the show to go live every day and spammed our Instagram inbox with requests and positive feedback and love for the show. A huge Press Event was conducted for the show on 11^th April with multi-platform digital amplification. We can expect another season to be planned soon.

While April was full of fun, laughter, humor, celebrity shows and more...BIG FM never misses out on the important aspects of the country and the world at large. To celebrate Earth Day and make people aware of the importance of the environment and what we need to do for the earth, BIG FM organized the spike "Earth Reboot". Most people are familiar with the 3Rs — Reduce, Reuse, and Recycle. However, this is not taken seriously enough. BIG FM decided to inculcate the habit of 3Rs to enjoy a better, and more sustainable lifestyle for generations to come. Listeners were asked to register with BIG FM to refill items at home to not only save money but to also save plastic from entering landfills. Each city executed their own tie-up for the recycle initiative. Mumbai tied up with Refillable and interviews were conducted by different RJs with Refillables associates. The end goal was to showcase the amount of plastic saved from entering landfills. The campaign culminated with a BIG Cafe event (audio room) event with more than 75 attendees.

Future Forward Marketing Initiatives:

In 2021, BIG FM took a BIG Leap with BIG World and strategically pitched maximum BIG World solutions to clients in addition to radio.

We opened new avenues of technology solutions through the use of podcasts, social commerce, virtual events and much more!

• BIG FM Website - Programmatic ads have been playing on the BIG FM Website. All podcasts are also live on our website.

• Audiorooms - In partnership with JustBaat, BIG FM has created BIG Cafe, an audio rooms solution for people to come together to have purposeful conversations

• Short Format Video Apps - BIG FM has a presence on Chingari and Josh. We have also offered clients SVF solutions in addition to our own social media presence. Our videos have received over 6 Mn views on Chingari and BIG FM handle on Josh has over 274k followers.

• YouTube - BIG FM has increased its video count per month that goes up on YouTube. In addition we are leveraging different features available to us to improve our algorithms, like the use of Thumbnails for all videos, End Cards, Monetization, etc. Our followers have increased to 4 Lacs coupled with an increase in YouTube revenue received per month.

• Social Media - BIG FM has national handles as well as a number of Facebook regional pages to cover its vast presence. Initiatives like BIG living and #TheBlueMic have their own Instagram pages that are being built upon currently with content and followers.

• BIG World - All the BIG World Verticals - Social, Live, Voice and Radio, have been developed further and individual offerings have been part of every client - based solution. Major leaps have been made in RJ Advocacy, wherein our RJs have been selected to promote products and brands both on BIG FM National Assets as well as on their own handles. To further strengthen the advocacy piece, BIG FM has partnered with influencer marketing agencies. Together we develop outcome based influencer solutions for clients. A more recent development in this past year is the micro- influencer plan - BIG Ishtory, an offering that taps into the Indian heartland. Thousands of micro-influencers, including Youtubers from the depths of India, collaborate with us for brand solutions...a most recent case study being Too Yumm! with The Mishraji, that received 495k Views, 78.1K likes, and over 200 comments. A close second in terms of major strides taken is in BIG Living. BIG Living has 5 pillars Health and Wellness, Artisans, Locally Made, Giving Back and Workshops. As mentioned earlier in the report, since its launch in November 2021, the BIG Living website has witnessed more than 20 brands across these 5 pillars. Each brand has received unboxing videos done by our RJs, Product-focused videos, static posts and a curated radio plan based on the requirement of the client. BIG Living has delivered 1 lac site visits per month, 8 Mn Reach, 10 Mn impressions, and 6 Lacs video views. Influencer tie-ups have also been part of the BIG Living plans for brands. Third in the bucket that has seen substantial growth in BIG World, is BIG Podcasts. BIG FM partnered with Ideabrews to distribute our content across 30+ Platforms including leading platforms like Gaana, JioSaavn, Spotify, Apple Podcasts, Amazon Music, Google Podcasts and more! Over 15 podcasts, a mix of brand-led shows, BIG FM library content and regional shows, are live through Ideabrews and have achieved a total listenership of 28,000 listens with RJ Sangrams Itihas Nacachi Vyakti leading the way with 12,000 listens. Each podcast is promoted through RJ mentions, Statics, RJ Videos, etc. This reach has been organic. A key brand- led podcast includes OLX Podcasts - "Kya Baat Kar Rahe Ho". OLX Autos wanted to portray that selling a car today is not as difficult as it used to be, in fact the process is so much easier because of OLX Autos. Different aspects about OLX Autos were highlighted - Hassle-free, trustworthy and completely transparent. The Total Impressions received were 50 Lacs +. Boombox, as the name suggests is a booming offering that is currently with the Center Of Excellence team of BIG FM. We are strategic partners, through Boombox, for Spotify wherein we have produced their in-house ads and are a production house for some of their client solutions. Boombox is expanding and moving towards being part of strategic audio and video solutions for brands. BIG Lives BIG Cafe Online and BIG Events are both extremely active with plans to leverage the same in place by the marketing team. As mentioned earlier in the report, a number of online and on-ground events have been activated through BIG Live. The other BIG World offerings like Gamification and Smart Speaker Solutions are in progress and see a bright future ahead of them.

• RJ Allocation - With the BIG World verticals expanding further and with a growing RJ community and the importance of leveraging their strengths as a radio and radio++ player, BIG FM Marketing has worked out a RJ Workload Plan that identifies the core strengths of all our RJs and evaluates their interests, in an effort to place them in driving various BIG World initiatives and developing their own digital footprint.

We are including a special mention of the BIG-Verse in which BIG World was officially launched in the Metaverse in June 2022, a first of its kind in the radio industry. It was a virtual Press Event in which attendees and guests were present in the form of avatars. BIG FM showcased our key case studies and work through the event and in a special Hall of Fame area open to the public. The BIG- verse received extensive PR coverage and has driven the start of an aggressive trase marketing plan for the brand.

All - in - all, BIG FM has seen a slew of activities in 2021-2022 that has been impactful and taken the brand many steps further. We are now on the cusp and ready to take the brand to the next level through a number of new age solutions like the Metaverse, NFTs and scaling up further our existing offerings, to become one of the largest radio++ players in the industry in the current and future financial years.

Transfer to General Reserve

During the year under review, Nil amount has been transferred to general reserves.

Deposits

The Company has not accepted any deposit from public/ shareholders in accordance with Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposits) Rules,

2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet for the year under review.

Depository system

Your Companys equity shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2022, 99.99 per cent of the equity shares of your Company were held in demat form.

Change in nature of Business

There has been no change in the nature of business of the Company during the year under review.

Share Capital

The Authorised Share Capital of the Company is 1500,00,00,000 (Rupees One Thousand and Five Hundred Crores only) divided into 290,00,00,000 (Two Hundred and Ninety Crores) Equity shares of 5 (Rupees Five) each and 10,00,00,000 (Ten Crore) Preference Shares of 5 (Rupees Five) each.

The Issued, subscribed and fully paid up share capital of the Company is 639,72,55,850 (Rupees Six Hundred and Thirty Nine Crores Seventy Two Lakhs Fifty Five Thousand Eight Hundred and Fifty Only) divided into 1 27,94,51,170 (One Hundred and Twenty Seven Crores Ninety Four Lakhs Fifty One Thousand One Hundred and Seventy) Equity shares of 5 (Rupees Five) each.

Particulars of Loans, Guarantees or Investments

Particulars of loans given are provided in the financial statement. There were no investments made, guarantees given and securities provided under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

Subsidiaries, joint venture or associate companies

The Company continues to be a subsidiary of Reliance Entertainment Networks Private Limited (formerly known as Reliance Land Private Limited).

The Company does not have any Subsidiary, Joint venture or Associate Company.

Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Act.

Smt. Archana Sharad Kamble (DIN:09149435) was appointed as an Additional Non Executive Non Independent Woman Director w.e.f. June 21, 2021. Further the Company was in receipt of letter dated June 21, 2021 from Ministry of Information and Broadcasting approving her appointment on the Board. The Company had received notice under Section 160 of the Act from member proposing her candidature for the office of Director of the Company. She was appointed as an Non Executive Non Independent Woman Director for a term of 5 (five) years at the 17^th Annual General Meeting held on September 29, 2021.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made there under and are independent of the management.

Pursuant to Section 152(6) of the Companies Act, 2013, considering the composition of Board of Directors of the Companies, there are no directors which shall be liable to retire by rotation. Hence, the said provisions are not applicable.

Key Managerial Personnel

During the year, Mr. Abraham Koppara Thomas, Chief Executive Officer of the Company continued to hold his office for the financial year ended March 31, 2022.

Mr. Asheesh Chatterjee tendered his resignation as Chief Financial Officer of the Company w.e.f. March 14, 2022. Subsequently, Mr. Nilpesh Shah was appointed as the Chief Financial Officer of the Company w.e.f. May 28, 2022.

Ms. Kinjal Vyas tendered her resignation as Company Secretary w.e.f. December 31, 2021. Subsequently, Ms. Kajal Damania was appointed as the Company Secretary w.e.f. February 17, 2022.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board/Committee processes, and information provided to the Board, etc.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of the Board as a whole.

The Board has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors etc.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director. The Policy has been put up on the Companys website at https://reliancebroadcast.in/corporate_gov/Policies.html

In terms of the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided and which forms part of this Report marked as Annexure - A.

However, having regard to the provisions of second provision to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection up to the date of the Meeting. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the annual financial statement for the financial year ended March 31, 2022, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

2) 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 as at March 31, 2022 and of the loss of the Company for the year ended on that date;

3) The Directors 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;

4) The Directors had prepared the annual financial statements for the financial year ended March 31, 2022 on a going concern basis.

5) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts /arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on an arms length basis and in the ordinary course of business. In accordance with Section 188 of the Companies Act, 2013, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which could have a potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

The details of related party transactions are disclosed in Notes to Accounts.

Significant events and Updates

1. During the financial year under review IDBI Trusteeship Limited on behalf of Debenture holder L&T Investment Management Limited, has filed an application under Section 7 of the Insolvency & Bankruptcy Code, 2016 with National Company Law Tribunal (NCLT) to initiate Corporate Insolvency Resolution Process against the Company for defaults in making payments.

2. The Company is in receipt of notice from Reliance Capital Limited for repayment of loan along with all outstanding dues thereon and interest amounting to a total of 318,04,58,573/- (Rupees Three Hundred and Fourteen Crores Twenty One Lacs Sixty Nine Thousand Nine Hundred and Ninety Only). Reliance Capital Limited was informed that the Company is in the process of finding a buyer / bidder for taking over the Company and accordingly the Company can repay the outstanding amount.

3. The Company is in receipt of notice from Reliance Commercial Finance Limited for repayment of loan along with interest amounting to a total of 52,77,00,000/- (Rupees Fifty Two Crores Seventy Seven Lakhs Only). Reliance Commercial Finance Limited was informed that the Company is in the process of finding a buyer /bidder for taking over the Company and accordingly the Company can repay the outstanding amount.

4. During the financial year under review, Indusind Bank Limited has filed application under Section 19 of the Recovery of debts due to Banks and Financial Institutions Act, 1993 for recovery of the debt amounting to 1,55,69,80,724.33/- (Rupees One Hundred and Fifty Five crores Sixty Nine Lakhs Eighty Thousand Seven Hundred and Twenty Four Only).

5. IDBI Trusteeship Limited on behalf of NCD holder Franklin Templeton MF has filed a summary suit in Bombay High Court against the Company for a amount of 77,00,00,000/-(Rupees Seventy Seven crores only)

Material Changes and Commitments, if any, affecting the financial position of the Company

1. During the financial year under review, the Company is in continuing default in repayment of principal installments of Secured Rated Redeemable Non Convertible Debentures and the term loan as more particularly described in Note no. 20 of the Financial Statements for the financial year ended 31^st March, 2022. There has been delay in payment of interest on such Non Convertible Debentures and Term Loans as stated in the Note No. 23.

2. The Net worth of the Company has been eroded due to losses incurred, its current liabilities exceeds current assets and Company having defaulted in repayment of its dues to lenders. These events and conditions along with matters are more specifically stated in Note 39 of the financial statements.

Meetings of the Board

During the year, Five Board meetings were held on April 1 5, 2021; August 23, 2021; December 11, 2021; February 17, 2022 and February 28, 2022.

Committees of Directors

The Company has constituted various committees of the Board, namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

Composition of Board Level Committees:-

A. Audit Committee

The Audit Committee was reconstituted w.e.f. 21^st June 2021. It comprises of Shri. Darius Kakalia, Shri. Sushilkumar Agrawal and Smt. Archana Sharad Kamble as members.

The terms of reference of the Audit Committee are in accordance with the provisions of the Act, as amended from time to time. During the year, all recommendations made by the Audit Committee were accepted by the Board.

The Audit committee met twice during the financial year.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was reconstituted w.e.f. 21^st June 2021. It comprises of Shri. Darius Kakalia, Shri. Sushilkumar Agrawal and Smt. Archana Sharad Kamble as members.

The terms of reference of Nomination and Remuneration Committee are in accordance with the provisions of the Act, as amended from time to time.

The Nomination and Remuneration Committee met twice during the financial year.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was reconstituted w.e.f. 21^st June 2021. It comprises of Shri. Darius Kakalia, Shri. Abraham Koppara Thomas and Smt. Archana Sharad Kamble as members. The terms of reference of Stakeholders Relationship Committee are in accordance with the provisions of the Act, as amended from time to time.

The Stakeholders Relationship Committee met once during the financial year.

Corporate Social Responsibility

The provisions of Section 135(1) of the Companies Act, 2013 is not applicable to your Company.

Secretarial Standards

Your Directors state that the company is in compliance with the applicable secretarial standards as issued by the Institute of Company Secretaries of India and approved by Central Government under Section 118(10) of the Companies Act, 2013.

Statutory Auditors and explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the statutory auditors in their report

M/s. Pathak H.D. & Associates LLP (Firm Registration No.: 107783W/W100593), Chartered Accountants was appointed as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 14^th AGM up to the conclusion of the 19^th AGM of the Company.

The auditors report has 1 qualifications and Boards reply to the same is stated below:

We draw attention to Note 39 of the financial statements, which fully describes that the Net worth of the Company has been fully eroded due to losses incurred, its current liabilities exceeds current assets and Company having defaulted in repayment of its dues to lenders. The Company also has received NCLT and DRT application made by the lenders on account of default in repayment of outstanding dues. These events and conditions along with matters stated in the aforesaid note indicate material uncertainty that exists which may cast a significant doubt on the Companys ability to continue as a going concern. The management of the Company based on the assumption of fresh investments and cost reductions to scale up further operations and settlement of financial obligation have prepared the accounts on a Going Concern basis however; in the absence of any evidence to this effect we are unable to rely on the assessments made by the management that the Company would be able to continue as a going concern.

Boards response to the above

The Company has continued to incur losses during the current year and earlier years, primarily due to high finance costs which has resulted in fully erosion of the net worth and its current liabilities exceeds its current assets by 81,436.69 Lakhs. Further, the Company has also defaulted in repayment of principal and interest payable to lenders aggregating to 86,030.10 Lakhs in respect of its term loan, other borrowings and debentures as on March 31, 2022. The default under term loan,other borrowings and debentures gives right to the holders recall these facilities immediately. The company has also received notices of applications filed with NCLT and DRT by the lenders on account of default in payment of outstanding loans and interest dues (Refer note no 20). The aforesaid conditions indicate liquidity stress and existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. The Board of directors has evaluated these conditions and has advised the management to take measures to improve liquidity condition of the Company. The Company is also exploring opportunity for new investor to enable the Company to scale up its operations and meet the remaining financial obligations. Management has taken steps in reduction of cost by vacating the rented places, reduction in manpower cost, etc. The company in the current financial year has recorded positive EBITA as compared to last year. Accordingly, these financial statements have been prepared on a going concern basis and no adjustments have been made to the carrying values (including adjustment on account of impairment of assets) or classification of assets and liabilities.

Reporting of fraud by statutory auditor

The Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Bhatt & Associates, Company Secretaries LLP, to undertake the Secretarial Audit of the Company. The Audit Report of the Secretarial Auditor is attached as Annexure - B.

Annual Return

As required under Section 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual return for the financial year 2020 - 21 is available on Companys website and can be accessed at https:// reliancebroadcast.in/investors-desk/annual_reports.html.

The Annual Return of the Company for the financial year ended 31^st March, 2022 will be uploaded, once filed with the Ministry of Corporate Affairs and can be accessed at https://reliancebroadcast. in/investors-desk/annual_reports.html.

Cost Auditor

M/s. N Ritesh & Associates, Cost Accountants (Firm Registration No. 100675), were appointed as the Cost Auditor for the financial year 2021-22 to conduct the audit of the cost records of the Company. The firm has been reappointed as the Cost Auditor for the financial year 2022-23 by the Board of Directors. In terms of the provisions of Section 148(3) of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as

amended, the remuneration payable to the Cost Auditors shall be ratified by the Members of the Company. Accordingly, the Board seeks ratification at the ensuing AGM for the remuneration payable to the Cost Auditors for the financial year 2022-23.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company is a multi-media entertainment Company and does not involve in any manufacturing activity, most of the information as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in the Annexure - C forming part of this Report.

Vigil Mechanism

Pursuant to Section 177 (9) of the Act and Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 201 4, the Company has a vigil mechanism policy named Whistle Blower Policy. The Audit Committee oversees the vigil mechanism. The policy can be accessed on the Companys website.

Risk Management Policy

The Company has laid down Risk Management Policy, defining Risk profiles involving Strategic, Technological, Operational, Financial, Organizational, Legal and Regulatory risks within a well defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks. The Board reviews periodically the risk assessment and minimization procedures in the areas of business.

Compliance with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has complied with constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year no complaints were received.

Order, if any, passed by Regulator or Courts or Tribunals

No orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations. Further, the Company has received the Compounding order from Regional Director, Western Region Ministry of Corporate Affairs, Mumbai for Compounding the offences committed under Section 135, 177 and 178 of the Companies Act, 2013 and the Company paid the penalty imposed on Directors and KMP as per the order. Order for offence u/s. 149 of the Companies Act, 2013 was passed on 9^th December, 2021 and penalty was imposed by the Registrar of Companies on the Company and the Key Managerial Personnel and Company paid the penalty. The Order is awaited from the concerned regulator for compounding of offenses made u/s 92 of the Companies Act, 2013.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustees, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff during the year.

For and on behalf of the Board of Directors
Darius Kakalia	Sushilkumar Agrawal
Director	Director
DIN: 000291 59	DIN: 00400892
Mumbai
26th August, 2022