The Board of Directors are pleased to present to you the Twenty-Seventh (27^th) Annual Report of Music Broadcast Limited along with the Audited Financial Statements for the financial year ended on March 31, 2026.

In compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), this report covers summary of the financial performance and other developments during the financial year ended March 31, 2026 and up to the date of the Board Meeting held on May 21, 2026 which is the date of approval of this Report.

COMPANY OVERVIEW:

Music Broadcast Limited ("MBL" / "the Company" / "Radio City"), under its flagship brand "Radio City", has been at the forefront of India's private FM radio journey, playing a significant role in the evolution of the industry from its early growth phase to its current position within an integrated media ecosystem. From being an early entrant in the sector to emerging as a diversified audio and content platform, the Company's journey reflects the broader transformation of the media and entertainment landscape.

The FM radio industry in India continues to remain a resilient medium with strong regional reach, while increasingly witnessing convergence with digital platforms driven by evolving consumer behavior and advertiser expectations. In this dynamic environment, the Company has strategically focused on hyper-local content, differentiated programming and brand-led storytelling to sustain and deepen audience engagement.

Radio City's enduring emphasis on city-centric content, embodied in its ethos "Rag Rag Mein Daude City", has enabled it to build strong listener affinity and advertiser trust. By capturing the unique cultural fabric and pulse of each market it serves, the Company has consistently delivered relevant and engaging experiences to its audiences.

Recognizing the shift towards integrated media consumption, the Company has progressively expanded beyond traditional radio broadcasting to offer a comprehensive suite of solutions across on-air, on-ground and digital platforms. These include branded content, experiential initiatives, social media integrations, podcasts and influencer-led engagements, enabling the Company to deliver holistic and measurable value to advertisers.

Anchored in its legacy of innovation and guided by a forward-looking strategy, Radio City continues to strengthen its position in India's evolving audio and digital content ecosystem, while remaining committed to enriching listener experiences and enhancing stakeholder value.

FINANCIAL PERFORMANCE:

The summarized financial performance of the Company for the financial year ended March 31, 2026, as compared to the previous year as given below:

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIR:

The financial year 2025-26 marked a period of gradual stabilization for the Indian radio industry, supported by improving macroeconomic conditions, sustained consumption demand and continued relevance of radio as a cost-effective and high-reach medium. While the sector continued to navigate evolving listener preferences and increasing digital competition, it demonstrated resilience through adaptive strategies focused on content innovation, platform diversification and enhanced advertiser engagement.

During the year, the industry further strengthened its integration with digital ecosystems, with broadcasters leveraging online streaming, social media and on-demand audio formats to complement traditional radio offerings. This convergence enabled deeper audience engagement and provided advertisers with more targeted and measurable solutions. The continued focus on hyperlocal content and culturally relevant programming remained central to sustaining listener loyalty across markets.

In this operating environment, the Company focused on strengthening its core offerings while aligning with emerging industry trends. The Company continued to emphasize cost optimisation and operational efficiencies across functions, ensuring prudent resource allocation without compromising on content quality and brand equity.

On the revenue front the Company adopted a calibrated approach towards advertisement growth by enhancing its integrated solutions portfolio. By leveraging its strong citycentric presence and brand recall, the Company expanded its engagement with advertisers through a mix of on-air campaigns, digital integrations, branded content, on-ground activations, and influencer-led initiatives.

The Company also continued to strengthen its digital capabilities, aligning with the industry's shift towards multiplatform consumption. This enabled the Company to diversify its revenue streams and enhance its value proposition to both listeners and advertisers.

During the financial year under review, the Company reported a turnover of ' 17,443.25 lakhs for the financial year ended March 31, 2026, as compared to ' 23,448.11 lakhs in the previous year mainly due to lower advertising demand and reduced inventory monetization. During the year, the carrying amount

of the Company's net assets exceeded its market capitalisation, thereby triggering an assessment of impairment in accordance with applicable accounting standards. Accordingly, the Company computed the value in use of the relevant cash generating unit (CGU), and based on such assessment, recognized an impairment loss of ' 4,900 lakhs as the recoverable amount was lower than the carrying value of its net assets.

Consequently, the Company reported a loss after tax of ('5,332.41) lakhs for the year, as compared to a loss after tax of ('3,383.70) lakhs in the previous year.

The financial year reflects a phase of consolidation for the Company, characterized by a balanced focus on cost rationalization, strengthening of advertisement revenues streams, and investment in digital and integrated offerings. With continued emphasis on operational discipline and strategic growth initiatives, the Company remains committed to improving its financial performance and enhancing stakeholder value.

A detailed analysis of the Company's financial performance and outlook is provided 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 the Equity Shares of the Company for the financial year 2025-26.

However, during the year under review, the Board of Directors, at its meeting held on January 5, 2026, approved and declared the third interim dividend for FY 2025-26 of ' 0.01 per NonConvertible Redeemable Preference Shares ("NCRPS"), representing 0.1% of the face value of ' 10 per NCRPS. The said interim dividend was duly paid to the eligible NCRPS holders whose names appeared in the Register of Members or as beneficial owners as per the records of the depositories as on the Record Date, i.e., January 9, 2026.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Listing Regulations, the Company has in place a Dividend Distribution Policy, duly approved by the Board of Directors.

The Policy sets out the parameters and guiding principles for declaration and distribution of dividend, balancing the expectations of shareholders with the Company's need to retain earnings for its growth, expansion plans and financial stability.

The Dividend Distribution Policy is available on the Company's website and can be accessed at https://www. radiocity.in/ investors/policies-code-of-conduct.

RESERVES:

During the year under review, the Company did not transfer any amount to the Reserves, considering the financial performance for the year and the need to conserve resources.

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 neither accepted nor renewed any deposits from the public or its shareholders during the financial year under review, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, there were no outstanding deposits, including principal or interest as on March 31, 2026. In view of the same, the disclosures required under Rule 8(v) and (vi) of the Companies (Accounts) Rules, 2014 are not applicable.

CREDIT RATING:

The Company's strong financial discipline and its ability to meet financial obligations in a timely manner continue to be reflected in its credit ratings.

During the year under review, CRISIL Limited has re-affirmed the Company's long-term rating at "CRISIL AA/Stable" and shortterm rating at "CRISIL A1 ".

Further, the rating for the Company's Non-Cumulative NonConvertible Redeemable Preference Shares has also been reaffirmed at "CRISIL AA/Stable". The details of the credit ratings are available 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 RS. 10/- EACH:

During the earlier period, the Company had, in accordance with the approved Scheme of Arrangement, allotted 89,69,597 Non-Cumulative Non-Convertible Redeemable Preference Shares ("NCRPS") of face value '10 each at a premium of '90 per share, aggregating to '100 per NCRPS, to the non-promoter equity shareholders of the Company as on the Record Date, i.e., January 13, 2023, in the ratio of 1 (One) NCRPS for every 10 (Ten) equity shares of face value '2 each held.

The said NCRPS were listed and admitted to trading on BSE Limited and National Stock Exchange of India Limited with effect from April 20, 2023.

In terms of the conditions of issue, the NCRPS were redeemable upon completion of 36 months from the date of allotment, i.e., January 19, 2026, at a redemption price of '120 per NCRPS (including a premium of '20 per share) aggregating to '107.63 crores.

Accordingly, pursuant to the approval of the Board of Directors at its meeting held on January 5, 2026, the Company has redeemed the aforesaid NCRPS in accordance with the terms of issue. As on the date of this Report, all such NCRPS stand fully redeemed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board Composition:

As on March 31, 2026, the Board comprised 7 (seven) Directors, 5 (five) Independent Director's and 2 (two) Non-Executive Director's. Out of the 7 (seven) Director's on the Board, there are 2 (two) Women Director's. The following changes have taken place in the Directors and Key Managerial Personnel's during the year under review and upto the date of this Report:

a. Appointment of Director:

During the year, the Board of Directors based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Ms. Divya Karani (DIN: 01829747) as an Independent Woman Director of the Company for a first term of five consecutive years commencing from July 24, 2025 up to July 23, 2030. Her appointment was approved by the Members at the 26^th Annual General Meeting held on September 17, 2025.

b. Retirement / Resignation of Director:

During the year, Mr. Vijay Tandon (DIN: 00156305), Non-Executive Independent Director of the Company, tendered his resignation due to his ill-health and there was no other material reasons other than those provided, accordingly he ceased to be a Director of the Company with effect from May 19, 2025.

The Board placed on record its sincere appreciation for the valuable guidance, leadership and contributions made by Mr. Tandon during his tenure.

c. Director Retiring by Rotation at 27^th Annual General Meeting:

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), NonExecutive Director of the Company, is eligible 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 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 ("SS-2"), regarding the Director proposed for re-appointment at the ensuing AGM, is attached to the Notice convening the 27^th Annual General Meeting.

INDEPENDENT DIRECTORS:

As at March 31, 2026, the composition of the Board was in compliance with the provisions of Section 149 of the Act and the Listing Regulations. Ms. Anita Nayyar, Mr. Anuj Puri, Ms. Divya Karani, Mr. Madhukar Kamath and Mr. Ravi Sardana were the Independent Directors on the Board of the Company.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment.

The Board, after taking these declarations and confirmations on record and based on its assessment, is of the opinion that all the Independent Directors fulfill the conditions of independence as specified under the Act and the Listing Regulations and are independent of the management. The Board is also satisfied that the Independent Directors possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties.

In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors have confirmed that they have registered their names in the databank of Independent Directors

maintained by the Indian Institute of Corporate Affairs and are compliant with the applicable requirements.

Details of the skills, expertise and competencies of the Directors are provided in the Report on Corporate Governance, forming part of this Annual Report.

PERFORMANCE EVALUATION:

During the year, the Board conducted an annual evaluation of its own performance, as well as that of its Committees and individual Directors, including the Chairman. This evaluation was carried out based on a comprehensive framework formulated by the NRC for assessing the performance of the Board, its Committees, and individual Directors, including Independent Directors.

These evaluation criteria covers various aspects of the Board's functioning, inter alia composition, and structure of the Board and its Committees, effectiveness of Board processes, quality of deliberations, strategic oversight, risk management, governance and compliance framework, and overall Board culture.

The performance of individual Directors was evaluated based on parameters such as their level of engagement, preparedness and meaningful participation in Board and Committee meetings, as well as their contribution to discussions and decision-making processes.

The Committees of the Board were assessed on the effectiveness in discharging their respective mandates, quality of deliberations and the extent of oversight exercised on key functional areas.

The performance of the Chairperson was evaluated, inter alia, on leadership, guidance to the Board, and effectiveness in ensuring efficient functioning of the Board and upholding high standards of corporate governance.

The evaluation was carried out through a structured process involving feedback from the Directors, which was subsequently collated and analyzed. The outcome of the evaluation, including identified areas for improvement, was placed before the Board for its consideration. Based on the evaluation, the Board is of the view that it, along with its Committees, continues to function effectively and that the performance of the Directors, including the Chairperson, is satisfactory.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Upon appointment of a 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 such appointments are hosted on the website of the Company.

The Directors are provided with necessary documents, policies, presentations and periodic updates to enable them to familiarize themselves with the Company's business, operations, processes and governance framework. Detailed presentations are made at the meetings of the Board and its Committees covering, inter alia, the Company's performance, business strategies, risk management practices and regulatory developments. The

Directors are also apprised of relevant amendments in laws and regulations impacting the Company.

In compliance with Regulation 25(7) of the Listing Regulations, during the financial year 2025-26 the familiarisation program for the Directors was held on March 6, 2026 on the regulatory changes.

The details of familiarization program for Directors are uploaded on the website of the Company at https://www.radiocity.in/ investors

NOMINATION, REMUNERATION AND EVALUATION POLICY:

In accordance with Section 134(3) of the Act read with Section 178(4) of the Act, the Board has adopted 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/investors/policies-code-of-conduct.

MEETINGS OF THE BOARD:

During the financial year ended March 31, 2026, 7 (seven) meetings of the Board of Directors were held in compliance with the provisions of the Act and Regulation 17(2) of the Listing Regulations.

The details of composition of the Board, number of meetings held and attendance of Directors are provided in the Report on Corporate Governance, which forms part of this Annual Report.

The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations. During the year under review, the Board has accepted all the recommendations of the Committee's of the Board.

COMMITTEES OF BOARD OF DIRECTORS:

The Board has constituted various Committees in accordance with the requirements of the Act and the Listing Regulations. These include the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

The composition, terms of reference, number of meetings held and attendance of members are detailed in the Report on Corporate Governance forming part of this Annual Report.

CORPORATE GOVERNANCE:

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 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, 2026.

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 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 2025-26 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 have 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, 2026 on the Company's website at www.radiocity.in.

SHARE CAPITAL:

As of March 31, 2026, 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. There were no change in the Authorised Capital.

Issued, Subscribed and Paid-up Share Capital:

The issued, subscribed and paid-up share capital of the Company as at March 31, 2026 stood at ' 69,13,71,250/- (Rupees Sixty-Nine Crores Thirteen Lakh Seventy-One Thousand Two Hundred and Fifty Only) consisting of 34,56,85,625 (Thirty-Four

Crore Fifty Six Lakhs Eighty Five Thousand Six Hundred Twenty Five) Equity Shares of '2/- each (Rupees Two Only).

The Issued, Subscribed and Paid-up Share Capital of the Company underwent following changes from previous Financial year.

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 2025-26 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/investors/policies-code-of-conduct.

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. The Company in terms of Regulation 23 of the Listing Regulations submits on the date of publication of its financial results for the half year, disclosures of related party transactions, in the format specified by the SEBI. The said disclosures are available on the Company's website at www.radiocity.in.

Furthermore, the policy on materiality and dealing with Related Party Transactions is available on the website of the Company at https://www.radiocity.in/investors/policies-code-of-conduct.

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 adequate and robust internal financial controls pertaining to its Financial Statements which commensurate with the nature of its business, the size and complexity of its operations. During the year, such controls were tested, and no reportable material weaknesses in the financial controls were observed. The Audit Committee reviews the adequacy and effectiveness of the Company's Internal Controls and monitors the implementation of audit recommendations, if any.

Furthermore, the Company conducts the 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.

INTERNAL AUDITORS:

As recommended by the Audit Committee, the Board of Directors of the Company re-appointed M/s KPMG Assurance and Consulting Services LLP as an Internal Auditors of the Company in their meeting held on May 20, 2025 for the Financial Year 2025-26.

The Terms of Reference and scope of work of the Internal Auditor was 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 on periodic basis.

Further, based on the recommendation of the Audit Committee, the Board of Directors approved the appointment of M/s Ernst & Young LLP (EY) as an Internal Auditors of the Company for the Financial Year 2026-27.

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.

RISK MANAGEMENT POLICY AND IDENTIFICATION OF KEY RISKS:

Pursuant to the provisions of Section 134(3)(n) of the Act and Regulation 21 of the Listing Regulations, the Company has constituted a Risk Management Committee ("RMC") to oversee the implementation of its risk management framework. Details of the composition and functioning of the RMC are provided in the Report on Corporate Governance forming part of this Annual Report.

The Company has in place a Risk Management Policy which lays down an integrated and structured approach for identification,

assessment, monitoring and mitigation of risks across the organization.

During the financial year 2025-26, the Company engaged KPMG to undertake an Enterprise Risk Management (ERM) exercise. This initiative further strengthened the Company's risk management framework by enabling a comprehensive evaluation of key business risks and the implementation of appropriate mitigation strategies, supported by ongoing monitoring mechanisms.

The risk management framework operates across various functional areas, with each business function responsible for managing risks within its domain, including strategic, financial, operational, regulatory and compliance, legal, cyber security, data privacy, human resources and reputational risks. The framework is designed to support informed decision-making, enhance operational resilience, and safeguard the Company's business objectives.

Through a proactive and structured risk management approach, the Company aims to mitigate potential adverse impacts, enhance transparency and governance standards, and strengthen its overall competitive position.

WEBLINK OF ANNUAL RETURN:

The Annual Return for the financial year ended March 31, 2026, 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 Vigil Mechanism, as envisaged under the Act and the Listing Regulations, has been implemented through the Company's Vigil Mechanism Policy. The Company is committed to upholding the highest standards of ethical conduct and corporate governance across all its operations. In furtherance of this commitment, the Company has established a Vigil Mechanism Policy that enables Directors and employees to report genuine concerns in a secure and transparent manner.

The mechanism provides an avenue to report instances of unethical behavior, actual or suspected fraud, violation of the Company's Code of Conduct (including the Code of Conduct for Prevention of Insider Trading), irregularities, corruption, leakage of unpublished price sensitive information, or any other misconduct, without fear of retaliation. Adequate safeguards are in place to protect individuals from any form of victimization.

The Audit Committee oversees the functioning of the Vigil Mechanism and periodically reviews its effectiveness. Further, it is affirmed that no Director or employee has been denied access to the Chairman of the Audit Committee.

Details of the Whistle Blower Policy are provided in the Report on Corporate Governance and are also available on the website of the Company at: https://www.radiocity.in/investors/policies-code-of-conduct.

During the financial year 2025-26, no complaints were received under the Vigil Mechanism.

PROHIBITION OF INSIDER TRADING:

In compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, the Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Company. The said Code are available on Company's website at https://www.radiocity.in/ investors/policies-code-of-conduct.

The Trading Window is closed when the Compliance Officer determines that a Designated Person or class of Designated Persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.

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 WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, during the year under review, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and adopted under the Act.

SECRETARIAL AUDITOR, SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT:

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations,

the Board of Directors based on the recommendation of Audit Committee, appointed Mr. Deepak Rane, Practicing Company Secretary, (Membership No: ACS 24110 and CP No. 8717) as the Secretarial Auditor of the Company for 5 (five) consecutive years from the financial year 2025-26 upto the financial year 2029-30. The said appointment was approved by the members at the Twenty-Sixth AGM of the Company.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, is annexed herewith as Annexure III 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 2025-26 from the Secretarial Auditors. This report has also been submitted to the Stock Exchanges and is also uploaded on the 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 the Cost Auditors to conduct audit of Cost Accounts of the Company for the financial year 2026-27. 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. S.N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N/N500045), were appointed as the Statutory Auditors of the Company at the 26^th AGM of the Company for a period of 5 (five) consecutive years from the conclusion of the 26^th AGM of the Company till the conclusion of 31^st AGM.

Pursuant to the provisions of Section 139(1) and 141 of the Act read with the Companies (Accounts and Auditors) Rules, 2014, the Statutory Auditors have confirmed their eligibility and qualification for holding the office as Statutory Auditors of the Company.

The report given by the statutory auditor on the financial statements of the Company forms part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the statutory auditor in their report.

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 and therefore the disclosure of details under Section 143 (12) of the Act, 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, 2026 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:

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

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

Ý 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, and other broadcasting equipments, 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 IV 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 Financial Statements 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@mvradiocitv.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.

As on March 31, 2026, the Company had a total of 334 permanent employees, comprising 62 female employees and 272 male employees.

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.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY2025-26, pursuant to the POSH Act and Rules framed thereunder:

COMPLIANCE UNDER MATERNITY BENEFIT ACT:

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and the Maternity Benefit Act, 1961.

RESEARCH AND DEVELOPMENT:

During the year under review, no Research & Development was carried out.

OTHER DISCLOSURES:

During the year under review, no disclosure or reporting is required in respect of the following items as there was no transaction on these items :

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

Ý No significant and material 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.

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 place on record their sincere appreciation and gratitude to the listeners, Government of India, vendors, shareholders, bankers, financial institutions, Credit Rating Agency, Depositories, Stock Exchanges, Registrar and Share Transfer Agents, Regulatory Bodies, Advisors 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.