We are delighted to present the Twenty-Sixth (26^th) Annual Report of Music Broadcast Limited ("MBL" / "the Company" / "Radio
City") along with the Audited Financial Statements for the financial year ended on March 31, 2025.

COMPANY OVERVIEW:

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

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

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

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

FINANCIAL SUMMARY:

The summarized financial performance of the Company for the financial year ended March 31, 2025, as compared to the previous
year's are as 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 Companies Act, 2013 ("the Act").

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S
AFFAIR:

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

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

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

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

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

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

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

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

DIVIDEND:

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

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

Dividend Payment:

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

DIVIDEND DISTRIBUTION POLICY:

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

RESERVES:

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

DEPOSITS:

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

CREDIT RATING:

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

Furthermore, the 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-rating.

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

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Director Retiring by Rotation:

In accordance with the provisions outlined in Section 152 of
the Act, read along with the Companies (Management &
Administration) Rules, 2014, and the Articles of Association of the
Company, Mr. Shailesh Gupta (DIN-00192466), a Non-Executive
Director of the Company, is liable to retire by rotation at the
upcoming Annual General Meeting. Mr. Gupta, being eligible,
has expressed his willingness for re-appointment.

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

A brief profile and other necessary details, as mandated
under Regulation 36 of the Listing Regulations and Secretarial
Standard-2 on General Meetings ("Secretarial Standard-2"),
regarding the Director proposed for appointment/re-
appointment at the ensuing AGM, is attached to the Notice
convening the 26^th Annual General Meeting.

Appointment of Director:

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

Key Managerial Personnel:

In terms of the provisions of Section 2(51) and Section 203 of
the Act, the following are designated as the Key Managerial
Personnels (KMPs) as on March 31. 2025:

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

Cessation of Director:

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

INDEPENDENT DIRECTORS:

As at March 31, 2025, in accordance with Section 149 of the Act,
Ms. Anita Nayyar, Mr. Anuj Puri, Mr. Madhukar Kamath, Mr. Ravi
Sardana and Mr. Vijay Tandon served as Independent Directors
of the Company. The Company has received declarations from
all Independent Directors confirming their adherence to the
independence criteria outlined in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations.

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

In the opinion of the Board, all the Independent Directors
fulfill the criteria of independence as provided under the Act,
Rules made thereunder, and the Listing Regulations. They
are independent of the management and possess requisite
qualifications, experience and expertise. Furthermore, they
uphold the highest standards of integrity in discharging the
assigned duties and responsibilities as mandated by Act and
Listing Regulations diligently. Disclosure regarding the skills/
expertise/competence possessed by the Directors is provided
in detail in the Report on Corporate Governance forming part
of the Annual Report.

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

PERFORMANCE EVALUATION:

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

Similarly, the Committees were evaluated on parameters such
as effective participation, understanding their mandate and
accordingly discharging their duties, while providing adequate
oversight on key areas. The Chairman of the Company was
evaluated on leadership and overall effectiveness in managing

the affairs of the Company, ensuring Corporate Governance and
carrying out duties entrusted by the Board.

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

FAMILIARIZATION PROGRAMME FOR DIRECTORS:

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

The Board members are provided with the necessary
documents, presentation, reports and policies to enable them
to familiarize with the Company's procedures and practices.
Periodic presentations are made at the meetings of Board and
its Committees also updates about 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 2024-25, the familiarisation program for the
Directors was held on March 20, 2025 on the Legal Landscape-
An overview of Legislative Changes . The details of familiarization
program for Directors are uploaded on the website of the
Company at https://www.radiocity.in/images/uploads/pdf/
OrientationandFamiliarisationProgramme202425461742476079.
pdf

NOMINATION, REMUNERATION AND EVALUATION
POLICY:

In accordance with Section 134(3) of the Act read with Section
178(4) of the Act and based on the recommendation of the
Nomination and Remuneration Committee (NRC), the Board
has adopted the Company the Nomination, Remuneration
and Evaluation Policy for Directors and Senior Management
Personnel. The Nomination, Remuneration and Evaluation
Policy is attached hereto as Annexure I to the Director's
Report and is also uploaded on the website of the Company
at https://www.radiocity.in/images/uploads/pdf/NRCPolicy-
MBL 130420231720780881.pdf

MEETINGS OF THE BOARD:

The Board of Directors met Five (5) times during the financial
year ended March 31, 2025, in accordance with the provisions
of the Act and the Rules made thereunder and Regulation 17 (2)
of the Listing Regulations.

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

COMMITTEES OF BOARD OF DIRECTORS:

The Company has established various Board committees as
required by the Act and Listing Regulations. These Committees
include the Audit Committee, Nomination & Remuneration
Committee, 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.

CORPORATE GOVERNANCE AND CORPORATE
GOVERNANCE CERTIFICATE:

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

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

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report, as mandated
by Regulation 34(2)(e) of the Listing Regulations, has been
provided separately and forms part of this Annual Report.
Additionally, in compliance with the Listing Regulations, the
Audit Committee of the Company has duly reviewed the said
Management Discussion and Analysis report for the financial
year ended March 31, 2025.

INSURANCE:

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

CODE OF CONDUCT:

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

A declaration signed by the Chief Executive Officer affirming
compliance with the Code of Conduct by the Directors and
Senior Management Personnel as prescribed under Part 'D' of
Schedule V read with Regulation 17 (5) of the Listing Regulations,

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

INVESTOR EDUCATION AND PROTECTION FUND:

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

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

SHARE CAPITAL:

As of March 31, 2025, the Authorised, Issued, Subscribed and
Paid-up Share Capital of the Company were as follows:

Authorised Share Capital:

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

Issued, Subscribed and Paid-up Share Capital:

The issued, subscribed and paid-up share capital of the
Company as at March 31, 2025 stood at ' 78,10,67,220/-
(Rupees Seventy-Eight Crores Ten Lakhs Sixty-Seven Thousand
Two Hundred and Twenty Only) divided into Equity Capital
of ' 69,13,71,250/- (Rupees Sixty-Nine Crores Thirteen Lakh
Seventy-One Thousand Two Hundred and Fifty Only) divided
into 34,56,85,625 (Thirty-Four Crore Fifty Six Lakhs Eighty Five
Thousand Six Hundred Twenty Five) Equity Shares of ' 2/- each
and Preference Share Capital of ' 8,96,95,970/- (Rupees Eight
Crore Ninety-Six Lakhs Ninety-Five Thousand Nine Hundred
and Seventy Only) divided into 89,69,597 (Eighty-Nine Lakhs
Sixty-Nine Thousand Five Hundred and Ninety Seven) NCRPS
of '10/- (Rupees Ten Only) each.

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

The Company has neither issued shares with differential voting
rights nor sweat equity. As on March 31, 2025, none of the
Directors of the Company hold instruments convertible into
equity shares of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES:

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

CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

The Company is committed to conduct its business in a socially
responsible, ethical and environmental friendly manner. It
strives to enhance the quality of life in the communities where
it operates. To further these objectives, the Company has
constituted a CSR Committee comprises of 3 (Three) members.
Comprehensive information about the composition of the CSR

Committee and its meetings held during the fianancial year
2024-25 is provided in the Corporate Governance Report, which
forms part of this Annual Report.

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

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

RELATED PARTY TRANSACTIONS:

During the financial year under review, all Related Party
Transactions conducted by the Company during the financial
year were carried out in the normal course of business and on
an arm's length basis. Additionally, there were no significant
contracts, arrangements, or transactions, materially at arm's
length or otherwise. Hence, the disclosure requirement in
Form AOC-2, as prescribed by Section 134 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, does not apply to the
Company.

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

Furthermore, the policy on materiality and dealing with Related
Party Transactions is available on the website of the Company
at https://www.radiocity.in/images/uploads/pdf/RPTPolicy-
MBL%2028012025-461746548323.pdf

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

INTERNAL FINANCIAL CONTROLS:

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

INTERNAL AUDITORS:

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

LEGAL FRAMEWORK AND REPORTING STRUCTURE:

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

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

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

In accordance with Regulation 34 (2) (f) of the Listing Regulations,
the Company has formulated the Business Responsibility and
Sustainability Reporting for the Financial Year 2024-25. This
report is appended as Annexure III to the 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).

RISK MANAGEMENT POLICY AND IDENTIFICATION OF
KEY RISKS:

In accordance with Section 134(3)(n) of the Act and Regulation
21 of Listing Regulations, the Company has established a Risk
Management Committee comprised of four (4) members.
Comprehensive details regarding the Risk Management
Committee can be found in the '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 2024-25, the Company has engaged M/s
KPMG to assist in conducting an Enterprise Risk Management
(ERM) exercise. This initiative 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.
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.

WEBLINK OF ANNUAL RETURN:

The Annual Return for the financial year ended March 31,
2025, in Form MGT - 7 as mandated under Section 92 (3) of
the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 can be accessed on the website
of the Company at https://www.radiocity.in/investors/annual-
reports

VIGIL / WHISTLE BLOWER MECHANISM POLICY:

The Company upholds the ethical conduct across all its business
endevours, aligning with the highest standards of corporate
governance. The Company has established a whistle- blower/
vigil mechanism for both the Directors and Employees.
This mechanism enables reporting of breaches of the code
of conduct including code of conduct for insider trading,
unethical business practices, illegality, fraud, corruption, leak
of unpublished price sensitive information pertaining to the
company, etc. at the workplace without any fear of retaliation.
Adequate safeguards are in place to protect individuals against
victimization.

The Audit Committee periodically reviews the operation of the
Vigil Mechanism to ensure its effectiveness. Additionally, no
Employees/Directors have been denied access to the Chairman
of the Audit Committee. Comprehensive details of the Whistle
Blower Policy are provided in the 'Report on Corporate
Governance' and the Policy is also available on the website of
the Company at https://www.radiocity.in/images/uploads/pdf/
Vigil-Machanism-Policy-MBL15537699281627568423.pdf

For the Financial Year 2024-25, there was no complaint reported
by any Employee/ Director under this mechanism.

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.

COMPLIANCE OF SECRETARIAL STANDARDS:

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

SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE
REPORT:

In accordance with the provisions of Section 204 of the
Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and
upon the recommendation of Audit Committee, the Board has
appointed Mr. Deepak Rane, Practicing Company Secretary,
(Membership No: ACS 24110 and CP No. 8717) to conduct the
Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report in Form MR-3 for the financial year
ended March 31, 2025, is annexed herewith as Annexure IV
to this Annual Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

Furthermore, in compliance with Regulation 24A of the Listing
Regulations, the Company has obtained an Annual Secretarial
Compliance Report for the Financial Year 2024-25 from the
Secretarial Auditors. This report has also been submitted to the
Stock Exchanges and is also uploaded on the corporate website
of the Company.

COST AUDIT:

The Company has deligently maintained its accounts and cost
records in accordance with the specifications outlined by the
Central Government under Section 148(1) of the Act. Upon
the recommendation of the Audit Committee, the Board of
Directors has re-appointed M/s Kishore Bhatia and Associates,
Cost Accountants, Mumbai, (Firm Registration No. 00294) as Cost
Auditors to conduct audit of Cost Accounts of the Company for
the financial year 2025-26. At the forthcoming Annual General
Meeting (AGM), the approval of the Members will be sought for
the ratification of their remuneration.

STATUTORY AUDITOR:

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

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

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

SECRETARIAL AUDITOR:

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

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

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

Reporting of Fraud by the Auditors

During the financial year under review, the Statutory Auditors,
the Cost Auditors and the Secretarial Auditor have not reported
any instances of fraud committed against the Company by its
officers or employees, to either the Audit Committee or the
Board. As mandated under Section 143 (12) of the Act, the
Director's Report does not require the inclusion of details
regarding such incidents.

OTHER DISCLOSURES:

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

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

Ý 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.

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

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

Ý 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.

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

The Board reports that there have been no material changes and
commitments affecting the financial position of the Company
have occurred between the end of the financial year ending
March 31, 2025 and the date of this Report. Furthermore, there
has been no alteration in the nature of the Company's business
during this period.

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

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

Conservation of Energy:

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

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

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

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

Technology Absorption, Adaptation, and Innovation:

The Company has not imported any specific technology for
its broadcasting, although it uses advanced mechanisms
including transmitters, Cummins, etc. which are handled by
the 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:

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.

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, 2025 is 489.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE:

In accordance with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act
2013 ("POSH Act") and Rules made thereunder, the Company
has taken measures to comply with the POSH Act and has
established a zero-tolerance policy towards sexual harassment

at the workplace. The Company has constituted an Internal
Complaint Committee to redress and resolve any complaints
arising under the POSH Act.

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

CAUTIONARY STATEMENTS:

Certain statements contained in the 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.

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.

For and on behalf of the Board of Directors of
Music Broadcast Limited

Madhukar Kamath

Place: Mumbai Chairman

Date: May 20, 2025 DIN:00230316