Music Broadcast Ltd

Dear Shareholders,

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

1. COMPANY OVERVIEW:

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

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

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

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

2. FINANCIAL SUMMARY:

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

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

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

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

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

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

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

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

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

Turnover of the Company was RS. 22,853.85 lakhs for the financial year ended March 31, 2024 as compared to 119,886.14 lakhs, an increase of 14.92% over the previous

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

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

4. DIVIDEND:

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

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

5. DIVIDEND DISTRIBUTION POLICY:

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

6. RESERVES:

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

7. DEPOSITS:

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

3. CREDIT RATING:

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

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

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

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

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

Dividend Payment:

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

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Director Retiring by Rotation:

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

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

ii. Appointment of Director:

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

of Nomination and Remuneration Committee ("NRC") had considered and recommended the re-appointment of Ms. Anita Nayyar as an Independent Director for the second term of five (5) years commencing from January 27,2025 to January 26, 2030 subject to approval of shareholders at 25^rtl Annual General Meeting. Accordingly, matter with respect to her re-appointment is proposed for the approval of the shareholders in the Notice of 25*¹ Annual General Meeting.

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

iii. Key Managerial Personnel:

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

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

11. INDEPENDENT DIRECTORS:

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

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

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

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

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

12. PERFORMANCE EVALUATION:

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

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

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

13. FAMILIARIZATION PROGRAMME FOR DIRECTORS:

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

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

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

Pursuant to Regulation 25(7) of the Listing Regulations, during the Financial Year 2023-24, the familiarisation program for the Directors was held on February 10, 2024 on the Legal Landscape- An overview of Legislative Changes. The details of familiarization program for Directors are uploaded on the website of the Company

14. NOMINATION, REMUNERATION AND EVALUATION POLICY:

In accordance with Section 134(3) of the Act read with Section 178(4) of the Act and based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the Company the Nomination, Remuneration and Evaluation Policy for Directors and Senior Management Personnel. The Nomination. Remuneration and Evaluation Policy is attached hereto as Annexure I to the Director's Report and is also uploaded on the website of the Company at https://www.radiocity. i n / i m a g e s /u p I oa d s /p d f / N R CPo I i c y M B L 231681891299, pdf.

15. MEETINGS OF THE BOARD:

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

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

16. COMMITTEES OF BOARD OF DIRECTORS:

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

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

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

17. CORPORATE GOVERNANCE

AND CORPORATE GOVERNANCE CERTIFICATE:

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

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

18. MANAGEMENT DISCUSSION AND ANALYSIS:

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

19. INSURANCE:

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

20. CODE OF CONDUCT:

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

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

21. INVESTOR EDUCATION AND PROTECTION FUND:

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

22. SHARE CAPITAL:

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

Authorised Share Capital:

The Authorised Share Capital of your Company is RS. 89,01,96,000 (Rupees Eighty-Nine Crores One Lakh Ninety-Six Thousand Only) comprising of 40,00,00,000 (Forty Crore) Equity Shares of t 2 (Rupees Two only) each, 50,000 (Fifty Thousand) Convertible Redeemable Preference Shares of t 10 (Rupees Ten only) each and 89,69,600 (Eighty-nine Lakhs, Sixty-Nine Thousand and Six- hundred) Non-Convertible Non-Cumulative Redeemable Preference Shares of 110/- (RS. Ten Only) each.

Issued, Subscribed and Paid-up Share Capital:

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

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

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

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

24. CORPORATE SOCIAL RESPONSIBILITY

("CSR"):

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

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

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

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

25. RELATED PARTY TRANSACTIONS:

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

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

Furthermore, the policy on materiality and dealing with Related Party Transactions is available on the website of the Company at https://www.radiocity.in/imaqes/uploads/ pdf/RPTPolicv-MBLJanua ry242022Latestl64621168S.pdf

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

26. INTERNAL FINANCIAL CONTROLS:

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

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

27. INTERNAL AUDITORS:

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

28. LEGAL FRAMEWORK AND REPORTING STRUCTURE:

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

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

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

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

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

31. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:

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

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

32. WEBLINK OF ANNUAL RETURN:

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

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

33. VIGIL POLICY/ WHISTLE BLOWER MECHANISM:

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

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

The Audit Committee periodically reviews the operation of the Vigil Mechanism to ensure its effectiveness. Furthermore, none of the Employees/Directors has been denied access to the Chairman of the Audit Committee. Comprehensive details of the Whistle Blower Policy are outlined in the ‘Report on Corporate Governance' and the Policy is also available on the website of the Company

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

34. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

35. COMPLIANCE OF SECRETARIAL STANDARDS:

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

36. SECRETARIAL AUDIT AND

SECRETARIAL COMPLIANCE REPORT:

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

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

Furthermore, in compliance with Regulation 24A of the Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report for the Financial Year 2023- 24 from the Secretarial Auditors. This report has also been submitted to the Stock Exchanges.

37. COST AUDIT:

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

38. STATUTORY AUDITOR:

At the 21ⁿ Annual General Meeting held on September 15, 2020, the shareholders of the Company appointed M/s Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/ N500016)as Statutory Auditors of the Company for a second consecutive term of five (5) years to hold office from the conclusion of the 21^a Annual General Meeting of the Company till the conclusion of 26"¹ Annual General Meeting to be held in the year 2025,

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

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

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

Reporting of Fraud by the Auditors

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

39. OTHER DISCLOSURES:

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

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

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

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

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

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

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

40. MATERIAL CHANGES AND

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

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

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

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

Conservation of Energy:

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

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

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

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

Technology Absorption, Adaptation, and Innovation:

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

Foreign Exchange Earnings and Outgo:

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

(Z In Lakhs)

42. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

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

43. HUMAN RESOURCES:

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

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

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

44. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

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

45. CAUTIONARY STATEMENTS:

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

46. ACKNOWLEDGEMENT:

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

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

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