The Board of Directors of the Company are pleased to submit their Nineteenth Annual Report together with the Audited Accounts statements for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS:

The summarized financial results of the Company for the financial year ended March 31, 2018 as compared to the previous year were as under:

(Rs. in Lakhs)

2. FINANCIAL HIGHLIGHTS

During the financial year 2017-18, the Company recorded growth of 9.89 % in revenue from operations, 6.40 % in PBIDT and 41.08% growth in Net Profit respectively.

For a detailed analysis of financial performance of the Company for the year under review, refer to report on Management Discussion and Analysis (‘MD&A’).

3. DIVIDEND

In view of carry forward losses by the Company from previous years, the Directors have not recommended any dividend on the equity shares for the financial year ended March 31, 2018.

4. UTILISATION OF IPO PROCEEDS

The proceeds of the IPO, are being used for redemption of listed Non-Convertible Debentures (‘NCD’s’), redemption of NCD’s/ ICD’s of promoters and general corporate purposes.

The unutilized portion thereto has been temporarily deployed in fixed deposit / current deposit with Scheduled Banks.

The summary of utilisation of net IPO proceeds as on March 31, 2018 is given below:

(Rs. in Lakhs)

5. DEPOSITS

During the year under review, the Company neither accepted any public deposits nor there were any amounts outstanding at the beginning of the year which were classified as ‘Deposits’ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. CREDIT RATING

The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. During the year under review, the Company re-affirmed credit rating of “CRISIL AA/Stable” from CRISIL Limited on its Non-Convertible Debentures (NCD’s) listed with BSE Limited (“BSE”) and obtained “CRISIL A1 ” rating to the bank facilities of the Company from CRISIL Limited.

7. ACQUISITION OF THE RADIO BUSINESS OF THE ANANDA OFFSET PRIVATE LIMITED AND ALL ASSETS PERTAINING THERETO ON A ‘SLUMP SALE’ BASIS AS A GOING CONCERN

The Board of Directors at its meeting held on April 23, 2018, has approved the acquisition of Radio Business of Kolkata based “Ananda Offset Private Limited” (‘AOPL’) operating radio station under the brand name “Friends 91.9 FM” by way of Slump Sale subject to regulatory approvals. The Company has had a sales alliance with AOPL since the last five years and the acquisition allows it to enter into the Kolkata market, which is one of the top five markets in the country. ‘Friends FM’ as a brand has established itself in Kolkata city since past 10 years and was not in company’s bouquet and was also not available for bidding in Phase III Batch I of e-auctions carried out by Ministry of Information and Broadcasting (“MIB”).

Being a standalone channel its efficiency is yet to reach the potential, largely coming from National advertiser. This transaction is expected to be value accretive and help in improving the EBIDTA. AOPL runs two business divisions, radio and offset division and under terms of the business transfer agreement, the Company will acquire 100% ownership of the radio division of AOPL, subject to regulatory approvals.

8. DETAILS OF DIRECTORS OR KMP’S APPOINTED AND RESIGNED DURING THE FINANCIAL YEAR 2017-18 Appointment of Director:

Mr. Madhukar Kamath (DIN-00230316) was appointed as Additional Director of the Company with effect from May 25, 2017 as per provisions of Section 161 of the Companies Act, 2013. The shareholders, in the 18^th Annual General Meeting of the company held on September 14, 2017, approved the appointment of Mr. Kamath as Non-Executive Independent Director of the Company to hold office for 5 (five) consecutive years, up to May 24, 2022, not liable to retire by rotation.

Resignation of Director

Mr. Sameer Gupta, (DIN 00038353), Non-Executive Director of the Company has submitted his resignation from the Board of Directors of the Company with effect from October 09, 2017.

The Board places on record its deep appreciation for the valuable contribution made by Mr. Sameer Gupta during his tenure of office as director of the Company.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Ms. Apurva Purohit (DIN 00190097), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for re-appointment and the Board recommends her re-appointment.

Necessary resolutions in respect of Ms. Apurva Purohit, seeking re-appointment and her brief resume pursuant to Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standards - 2 on General Meetings, is provided in the explanatory statement to the Notice convening the ensuing Annual General Meeting.

Key Managerial Personnel:

No KMP(s) has been appointed, retired or resigned during the financial year 2017-18.

9. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received the declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfil the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management.

10. ANNUAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE, OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Companies Act, 2013 and Listing Regulations mandate performance evaluation of the board and its committees, the Chairman and individual directors. To ensure an effective evaluation process, the Nomination and Remuneration Committee (‘NRC’) of the Board of Directors has put in place a robust evaluation framework for conducting the exercise. During financial year 2017-18, NRC, with a view to augmenting the process, questionnaires were circulated, refinements were made in questionnaires and peer evaluation was conducted for all the directors.

The Performance evaluation of the board was done on key attributes such as composition, administration, corporate governance etc. Parameters for evaluation of directors included constructive participation in meetings, engagement with colleagues on the board. Similarly, committees were evaluated on parameters such as adherence to the terms of mandate, deliberations on key issues etc. The Chairman of the Company was evaluated on leadership, guidance to the Board and overall effectiveness

Responses submitted by Board Members were collated and analyzed. Improvement opportunities emanating from this process were considered by the Board to optimize its overall effectiveness. A report on the evaluation process and the results of the evaluation was presented to the Board.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Upon appointment of new Independent Director, the Company issues a formal letter of appointment which inter alia sets out in detail, 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 Company’s performance. Detailed presentations on the Company’s businesses and updates on relevant statutory changes and important laws are also given in the meetings. The familiarization program for Directors was held on January 11, 2018 to give overview of and update on Performance Evaluation, Highlights of Companies Amendment Act, 2017, recommendation of Kotak Committee and Role and Responsibilities of Independent Directors. The details of familiarization program for Directors are posted on the Company’s website www.radiocity.in (web link: (http://www.radiocity. in//images/about-us/presscoverageimg/Orientation-and-Familiarisation-Programme-2017-18.pdf)

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178 (3) of the Companies Act, 2013 and Regulation 19 (4) (Part ‘D’ of Schedule II) of Listing Regulations is appended as Annexure - I to this Report.

13. COMMITTEES OF BOARD

The Company has constituted various Committees of the Board in accordance with the requirements of Listing Regulations, namely, Audit, Nomination & Remuneration, Stakeholders Relationship and Corporate Social Responsibility which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The details with respect to the composition, powers, roles, terms of reference, policies etc. of relevant Committees are given in the ‘Report on Corporate Governance’.

14. MEETINGS OF THE BOARD & ITS COMMITTEES

The Board of Directors met five times during the financial year ended March 31, 2018 in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder and Regulation 17 (2) of the Listing Regulations. During the year ended March 31, 2018, the Independent Directors held a separate meeting in compliance with the requirements of Schedule VI to the Companies Act, 2013 and Regulation 25 (3) of the Listing Regulations.

For details, kindly refer to the section on Corporate Governance forming part of this Annual Report.

15. CORPORATE GOVERNANCE

The Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A Report on Corporate Governance as stipulated under Regulations 17 to 27 of Listing Regulations is set out separately and forms part of the Annual Report.

The Company has been in compliance with all the norms of Corporate Governance as stipulated in Regulations 17 to 27 of Listing Regulations.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 of Listing Regulations is set out separately and forms part of the Annual Report.

17. INSURANCE

All the existing assets of the Company are adequately insured against loss of fire, riot, earthquake, floods etc. and such other risks which are being considered as threats to the Company’s assets by the Management of the Company.

18. CODE OF CONDUCT

As prescribed under Part ‘D’ of Schedule V read with Regulation 17 (5) of the Listing Regulations, a declaration signed by the Chairman affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the Financial Year 2017-18 is annexed to and forms part of the Corporate Governance Report.

19. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company was not required to transfer any amount to the Investor Education and Protection Fund.

20. CHANGES IN STRUCTURE OF SHARE CAPITAL, IF ANY

There was no change in the capital structure of the Company. The paid-up equity share capital of the Company as on March 31, 2018 was Rs.57,05,47,790/- consisting of 57,054,779 Equity Shares of Rs.10/- each.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

22. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE OF THE BOARD

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company’s website www.radiocity.in (web link http://www.radiocity.in//images/ about-us/presscoverageimg/Corporate%20Social%20 Responsibility %20Policy%20-%20MBL1491476602.pdf)

The Committee comprises of Ms. Apurva Purohit, Chairperson, Mr. Rahul Gupta and Mr. Anuj Puri as Members. The Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure II to this Report.

23. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the financial year under review with related parties were at arm’s length basis and in the ordinary course of business.

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties, which may have any potential conflict with the interest of the Company. All such related party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval is obtained for the transaction which are foreseen or recurring in nature. A statement of all related party transactions is presented before Audit Committee on quarterly basis, specifying the relevant details of the transactions. The policy on dealing with related party transactions is uploaded on the website of the Company at www.radiocity.in (web link: http://www.radiocity.in//images/ about-us/presscoverageimg/Policy%20on%20Related%20 Party%20 Transactions%20-%20MBL1491476649.pdf)

Since all related party transactions entered by the Company were in the ordinary course of business and were on an arm’s length basis, form AOC-2 as prescribed pursuant to Rule 8 (2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company. The details of the transactions with related parties are provided in Note No. 24 to the Financial Statements.

24. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls in place with reference to financial statements. During the year under review, such controls were adequately tested and no reportable material weakness in the process or operations were observed.

25. INTERNAL AUDITOR

M/s KPMG are our Internal Auditors. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments within the meaning of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements for the year under review.

27. RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS

The management of the Company has framed risk management policy and identified the key risks to the business and its existence. There are no risks identified that may threaten the existence of the Company. For major risks, please refer to the section titled ‘Risks and Concerns’ in report on Management Discussion and Analysis. Since the Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year, compliance under Regulation 21 of Listing Regulations is not applicable.

28. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year ended March 31, 2018 is appended as Annexure III to this Report.

29. ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM

The Company promotes ethical behaviour in all its business activities and is in line with the best practices for adhering to highest standards of corporate governance. It has established a system through which directors & employees may report breach of code of conduct including code of conduct for insider trading, unethical business practices, illegality, fraud or corruption, etc. at work place without any fear of reprisal.

The Company has established a whistle blower mechanism for the directors and employees. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. None of the employees/directors has been denied access to the Audit Committee. The details of the Whistle Blower Policy are given in the Report on Corporate Governance and also available on the website of the Company at www.radiocity.in (web link http://www. radiocity.in//images/about-us/press coverageimg/ Vigil %20 Machanism%20Policy%20-%20MBL1491476623.pdf)

During the Financial Year 2017-18, there was no complaint reported by any Director or employee of the Company under this mechanism.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(5) of the Companies Act, 2013, the directors hereby confirm that:

in the preparation of the annual accounts, the applicable accounting standards had been followed;

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 and of the profit and loss of the Company at the end of the financial year;

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

the directors had prepared the annual accounts on a going concern basis;

the directors 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

the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are operating effectively.

31. COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

32. SECRETARIAL AUDIT

Pursuant to the provisions of section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Deepak Rane, Company Secretary in practice, Mumbai for conducting the Secretarial Audit of the Company for the financial year 2017-18 and furnish his report to the Board.

The Secretarial Audit Report forms part of this Report as Annexure IV. There are no qualifications or observations or other remarks made by the Secretarial Auditor on the audit conducted by him in his Report for the year under review.

33. COST AUDIT

Pursuant to provisions of Section 148 of the Act and Rules thereunder, the Board on the recommendation of the Audit Committee has re-appointed M/s Kishor Bhatia and Associates, Cost Accountants, Mumbai, (Firm Registration No. 00294) as Cost Auditors to carry out the audit of Cost Accounts of the Company for the financial year 2018-19 at a remuneration as mentioned in the Notice convening the 19^th Annual General Meeting of the Company.

The Cost Audit Report for the financial year 2016-17 was filed on August 02, 2017 with Ministry of Corporate Affairs and it did not contain any qualification, reservation, adverse remark or disclaimer and the Cost Audit Report for the financial year 2017-18 will be filed on or before the due date.

34. STATUTORY AUDITOR

Pursuant to provisions of Section 139 of the Act and Rules thereunder, M/s Price Waterhouse Chartered Accountants LLP (Registration No. 012754N/ N500016) were appointed as Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of 16^th Annual General Meeting, until the conclusion of 21^st Annual General Meeting, subject to ratification of their appointment at every subsequent Annual General Meeting.

As the first proviso to sub-section (1) of Section 139 requiring ratification has been omitted by The Companies (Amendment Act) 2017, as notified on 7^th May 2018 resolution seeking ratification of their appointment does not forms part of the Notice convening the 19^th Annual General Meeting.

A certificate from Statutory Auditors has however been received to the effect that their appointment as Statutory Auditors of the Company, continue to be according to the terms and conditions prescribed under Section 139 of the Act and Rules thereunder.

There are no qualifications or adverse comments in the Auditor’s Report, needing explanation. The Statutory Auditors have not reported any incident of fraud to the Audit Committee in the year under review.

35. OTHER DISCLOSURES

During the year under review, no securities (including sweat equity shares) were issued to 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 future.

During the year under review, there were no changes in nature of business of the Company.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION

The Board reports that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of Company and the date hereof other than signing of Business Transfer Agreement for acquisition of Radio Business of Kolkata based “Ananda Offset Private Limited” (‘AOPL’) operating radio station under the brand name “Friends 91.9 FM” by way of Slump Sale subject to approval of MIB.

37. 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 Companies Act, 2013 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

Though, the operations of the Company are not energy intensive. Nevertheless, continuous efforts such as 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 mechanism 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 latest innovations.

38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

I n 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 to this Report as Annexure V.

The statement containing 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 Companies Act, 2013 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 are available for inspection by members at the Registered Office of the Company 21 days before the AGM, during business hours on any working days (Monday to Friday) of the Company upto the date of the ensuing AGM. Any member who is interested in obtaining a copy thereof, may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on such request.

39. HUMAN RESOURCES

Human resource is a key asset capital and an important business driver for the Company’s sustained growth and profitability. The Company continues to place significant importance on its Human Resources and enjoys cordial relations at all levels. The well-disciplined workforce which has served the Company for over a decade lies at the very foundation of the Company’s major achievements and shall continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

41. CAUTIONARY STATEMENTS

The Board’s Report and Management Discussion & Analysis may contain certain statements describing the Company’s objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

42. ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, Credit Rating Agency, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, regulatory bodies and other business constituents during the year under review. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the board of directors of

Music Broadcast Limited

Date: May 22, 2018 Vijay Tandon

Place: Mumbai Chairman

(Non-Executive and Independent)

Registered Office:

5^th Floor, RNA Corporate Park,

Off Western Express Highway,

Kalanagar, Bandra (East), Mumbai 400 051

Tel: 91 22 66969100, Fax: 91 22 26429118

E-mail: investor@myradiocity.com

Website: www.radiocity.in,

CIN: L64200MH1999PLC137729