Integrated Governance

MUSIC BROADCAST LIMITED

General information about company

Scrip code	540366
NSE Symbol	RADIOCITY
MSEI Symbol	NOTLISTED
ISIN	INE919I01024
Date of start of financial year	01-04-2024
Date of end of financial year	31-03-2025
Reporting Quarter Type	Yearly
Date of Quarter Ending	31-03-2025
Type of company	Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?	true
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?	true
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?	false	Not Applicable
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?	false	Not Applicable
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?	true
Risk management committee	true
Market Capitalisation as per immediate previous Financial Year	Top 2000 listed entities
Is SCORE ID Available ?	true
SCORE Registration ID	m00927
Reason For No SCORE ID
Type of Submission	Original
Remarks (website dissemination)

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

true

Whether Chairperson is related to MD or CEO

false

Disqualification of Directors under section 164 of the Companies Act, 2013

Sr no.

Title(Mr/Ms)

Name of the Director

Category 1 of directors

Category 2 of directors

Category 3 of directors

Whether the director is disqualified?

Start Date of disqualification

End Date of disqualification

Details of disqualification

Current status

Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]

Date of passing special resolution

Initial Date of appointment

Date of Re-appointment

Date of cessation

Tenure of director(in months)

No of Directorship in listed entities including this listed entity(Refer Regulation 17A of Listing Regulations)

No of Independent Directorship in listed entities including this listed entity(Refer Regulation 17A(1) of Listing Regulations

Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)

No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)

Reason for Cessation

Notes for not providing PAN

Notes for not providing DIN

VIJAY TANDON

Non-Executive - Independent Director

Chairperson

false

Active

Yes

14-09-2021

24-11-2016

24-11-2021

100

ANUJ PURI

Non-Executive - Independent Director

Not Applicable

false

Active

30-05-2016

30-05-2021

106

MADHUKAR KAMATH

Non-Executive - Independent Director

Not Applicable

false

Active

25-05-2017

25-05-2022

Mrs

ANITA NAYYAR

Non-Executive - Independent Director

Not Applicable

false

Active

27-01-2020

RAVI SARDANA

Non-Executive - Independent Director

Not Applicable

false

Active

24-05-2022

SHAILESH GUPTA

Non-Executive - Non Independent Director

Not Applicable

false

Active

28-01-2019

RAHUL GUPTA

Non-Executive - Non Independent Director

Not Applicable

false

Active

10-06-2015

Annexure I

II. Composition of Committees
Disclosure of notes on composition of committees explanatory

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	VIJAY TANDON	Non-Executive - Independent Director	Chairperson	24-11-2016
2	ANUJ PURI	Non-Executive - Independent Director	Member	24-11-2016
3	MADHUKAR KAMATH	Non-Executive - Independent Director	Member	25-05-2017
4	SHAILESH GUPTA	Non-Executive - Non Independent Director	Member	02-07-2021

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	ANUJ PURI	Non-Executive - Independent Director	Chairperson	24-11-2016
2	VIJAY TANDON	Non-Executive - Independent Director	Member	24-11-2016
3	ANITA NAYYAR	Non-Executive - Independent Director	Member	25-05-2020
4	SHAILESH GUPTA	Non-Executive - Non Independent Director	Member	28-01-2019

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	MADHUKAR KAMATH	Non-Executive - Independent Director	Chairperson	28-01-2019
2	RAHUL GUPTA	Non-Executive - Non Independent Director	Member	24-11-2016
3	SHAILESH GUPTA	Non-Executive - Non Independent Director	Member	02-07-2021

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	VIJAY TANDON	Non-Executive - Independent Director	Chairperson	20-05-2021
2	ANITA NAYYAR	Non-Executive - Independent Director	Member	20-05-2021
3	RAVI SARDANA	Non-Executive - Independent Director	Member	03-08-2022
4	ASHIT KUKIAN	Chief Executive Officer	Member	20-05-2021		Textual Information(1)

Text Block

Textual Information(1)

Mr. Ashit Kukian, a member of the Risk Management Committee is the CEO of the Company and not a Director, hence his DIN is not mentioned

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson						true
Sr	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	SHAILESH GUPTA	Non-Executive - Non Independent Director	Chairperson	02-07-2021
2	ANUJ PURI	Non-Executive - Independent Director	Member	24-11-2016
3	RAHUL GUPTA	Non-Executive - Non Independent Director	Member	24-11-2016

Annexure I

III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors as on date of the meeting	Number of Directors present*(All directors including Independent Director)	No. of Independent Directors attending the meeting*
1	24-10-2024			true	7	7	5
2	28-01-2025	95		true	7	7	5

Annexure I

IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Name of other committee	Reson for not providing date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors in the Committee as on date of the meeting	Number of Directors Present (All Directors including Independent Director)	No. of Independent Directors attending the meeting*	No. of members attending the meeting (other than Board of Directors)
1	Audit Committee	24-10-2024				true	4	4	3	0
2	Audit Committee	28-01-2025	95			true	4	4	3	0
3	Stakeholders Relationship Committee	24-10-2024				true	3	3	1	0
4	Stakeholders Relationship Committee	28-01-2025	95			true	3	3	1	0
5	Corporate Social Responsibility Committee	28-01-2025				true	3	3	1	0

Annexure I

V. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	true
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	true
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	true
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c.Stakeholders relationship committee	true
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable the top 1000 listed entities)	Yes
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	true
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	true
9	Any comments/observations/advice of Board of Directors may be mentioned here:

Annexure I

Sr	Subject	Compliance status
1	Name of signatory	Arpita Kapoor
2	Designation	Company Secretary and Compliance Officer

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter		false
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status (Yes/No/NA)	If status is â€œNoâ€ details of non-compliance may be given here.	Web address
1	Details of business	Yes		https://www.radiocity.in/corporate
2	Terms and conditions of appointment of independent directors	Yes		https://www.radiocity.in/images/uploads/pdf/Terms-Conditions-of-appointment-of-ID-MBL1627315820.pdf
3	Composition of various committees of board of directors	Yes		https://www.radiocity.in/images/uploads/pdf/Constitution-of-Committees_20221670591740.pdf
4	Code of conduct of board of directors and senior management personnel	Yes		https://www.radiocity.in/investors/policies-code-of-conduct
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		https://www.radiocity.in/images/uploads/pdf/Vigil-Machanism-Policy-MBL15537699281627568423.pdf
6	Criteria of making payments to non-executive directors	Yes		https://www.radiocity.in/images/uploads/pdf/CriteriaofmakingPaymentstoNon-executiveDirectorsofMBL15795986031627569356.pdf
7	Policy on dealing with related party transactions	Yes		https://www.radiocity.in/images/uploads/pdf/RPTPolicy-MBLJanuary242022Latest1646211685.pdf
8	Policy for determining â€˜materialâ€™ subsidiaries	Yes		https://www.radiocity.in/images/uploads/pdf/Policy-for-Determining-Material-Subsidairies-MBL15517833761627568888.pdf
9	Details of familiarization programmes imparted to independent directors	Yes		https://www.radiocity.in/investors/orientation-and-familiarisation-programme
10	Email address for grievance redressal and other relevant details	Yes		https://www.radiocity.in/investors
11	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		https://www.radiocity.in/investors
12	Financial results	Yes		https://www.radiocity.in/investors/quarterly-financial-results
13	Shareholding pattern	Yes		https://www.radiocity.in/investors/shareholding-pattern
14	Details of agreements entered into with the media companies and/or their associates	NA
15.1	Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange	Yes
15.2	Audio or video recordings and transcripts of post earnings/quarterly calls	Yes		https://www.radiocity.in/investors/investors-transcript-of-conference https://www.radiocity.in/investors/other-compliance-recordings
16	New name and the old name of the listed entity	NA
17	Advertisements as per regulation 47 (1)	Yes		https://www.radiocity.in/investors/newspaper-notices
18	Credit rating or revision in credit rating obtained	Yes		https://www.radiocity.in/investors/credit-rating
19	Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year	NA
20	Secretarial Compliance Report	Yes		https://www.radiocity.in/investors/stock-exchange-2024-2025
21	Materiality Policy as per Regulation 30 (4)	Yes		https://www.radiocity.in/images/uploads/pdf/Policyoncriterialfordeterminingmaterialityofevents_MBLfinal1691473770.pdf
22	Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)	Yes		https://www.radiocity.in/images/uploads/pdf/Policyoncriterialfordeterminingmaterialityofevents_MBLfinal1691473770.pdf
23	Disclosures under regulation 30(8)	Yes		https://www.radiocity.in/investors/stock-exchange-2024-2025
24	Statements of deviation(s) or variations(s) as specified in regulation 32	NA
25	Dividend Distribution policy as per Regulation 43A(1)	Yes		https://www.radiocity.in/images/uploads/pdf/dividend-distribution-policy-mbl1714458792.pdf
26	Annual return as provided under section 92 of the Companies Act, 2013	Yes		https://www.radiocity.in/investors/annual-reports
27	Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)	Yes		https://www.radiocity.in/disclosure-under-regulation-46-sebi-lodr-regulations
28	Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating	Yes		https://www.radiocity.in/investors
29	Disclosure of notes on website in terms of Listing Regulations explanatory [Text Block]

Annexure II

II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is â€œNoâ€ details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of 'independence' and/or 'eligibility'	16(1)(b) & 25(6)	Yes
2	Board composition	17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Quorum of Board meeting	17(2A)	Yes
5	Review of Compliance Reports	17(3)	Yes
6	Plans for orderly succession for appointments	17(4)	Yes
7	Code of Conduct	17(5)	Yes
8	Fees/compensation	17(6)	Yes
9	Minimum Information	17(7)	Yes
10	Compliance Certificate	17(8)	Yes
11	Risk Assessment & Management	17(9)	Yes
12	Performance Evaluation of Independent Directors	17(10)	Yes
13	Recommendation of Board	17(11)	Yes
14	Maximum number of Directorships	17A	Yes
15	Composition of Audit Committee	18(1)	Yes
16	Meeting of Audit Committee	18(2)	Yes
17	Role of Audit Committee and information to be reviewed by the audit committee	18(3)	Yes
18	Composition of nomination & remuneration committee	19(1) & (2)	Yes
19	Quorum of Nomination and Remuneration Committee meeting	19(2A)	Yes
20	Meeting of Nomination and Remuneration Committee	19(3A)	Yes
21	Role of Nomination and Remuneration Committee	19(4)	Yes
22	Composition of Stakeholder Relationship Committee	20(1), 20(2) & 20(2A)	Yes
23	Meeting of Stakeholders Relationship Committee	20(3A)	Yes
24	Role of Stakeholders Relationship Committee	20(4)	Yes
25	Composition and role of risk management committee	21(1),(2),(3),(4)	Yes
26	Meeting of Risk Management Committee	21(3A)	Yes
27	Quorum of Risk Management Committee meeting	21(3B)	Yes
28	Gap between the meetings of the Risk Management Committee	21(3C)	Yes
29	Vigil Mechanism	22	Yes
30	Policy for related party Transaction	23(1), (1A), (5), (6), & (8)	Yes
31	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
32	Approval for material related party transactions	23(4)	Yes
33	Disclosure of related party transactions on consolidated basis	23(9)	Yes
34	Composition of Board of Directors of unlisted material Subsidiary	24(1)	Yes
35	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	Yes
36	Alternate Director to Independent Director	25(1)	NA
37	Maximum Tenure	25(2)	Yes
38	Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism	25(2A)	Yes
39	Meeting of independent directors	25(3) & (4)	Yes
40	Familiarization of independent directors	25(7)	Yes
41	Declaration from Independent Director	25(8) & (9)	Yes
42	Directors and Officers insurance	25(10)	Yes
43	Confirmation with respect to appointment of Independent Directors who resigned from the listed entity	25(11)	NA
44	Memberships in Committees	26(1)	Yes
45	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
46	Disclosure of Shareholding by Non-Executive Directors	26(4)
47	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
48	Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity	26(6)	NA
49	Vacancies in respect Key Managerial Personnel	26A(1) & 26A(2)	Yes
Any other information to be provided

Annexure II

1	Name of signatory	Arpita Kapoor
2	Designation	Company Secretary and Compliance Officer

Annexure II

III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	Yes
Any other information to be provided

Annexure II

1	Name of signatory	Arpita Kapoor
2	Designation	Company Secretary and Compliance Officer

Signatory Details

Name of signatory	Arpita Kapoor
Designation of person	Company Secretary and Compliance Officer
Place	Mumbai
Date	15-04-2025

Additional Half yearly Disclosure

Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc.
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity	Aggregate amount advanced during six months	Balance outstanding at the end of six months
Promoter or any other entity controlled by them	0	0
Promoter Group or any other entity controlled by them	0	0
Directors (including relatives) or any other entity controlled by them	0	0
KMPs or any other entity controlled by them	0	0
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity	Type (guarantee, comfort letter etc.)	Aggregate amount of issuance during six months	Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them	0	0	0
Promoter Group or any other entity controlled by them	0	0	0
Directors (including relatives) or any other entity controlled by them	0	0	0
KMPs or any other entity controlled by them	0	0	0
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity	Type of security (cash, shares etc.)	Aggregate value of security provided during six months	Balance outstanding at the end of six months
Promoter or any other entity controlled by them	0	0	0
Promoter Group or any other entity controlled by them	0	0	0
Directors (including relatives) or any other entity controlled by them	0	0	0
KMPs or any other entity controlled by them	0	0	0
(D) Additional Information
II. Affirmations
Affirmations	Compliance Status	Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.	true
Name		Prashant Domadia
Designation		CFO
Place		Mumbai
Date		15-04-2025

Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter		0
No. of investor complaints received during the Quarter		1
No. of investor complaints disposed off during the Quarter		1
No. of investor complaints those remaining unresolved at the end of the Quarter		0

Disclosure of Updates to Ongoing Tax Litigations or Disputes The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr.No.	Name of the opposing party	Date of initiation of the litigation / dispute	Status of the litigation / dispute as per last disclosure	Current status of the litigation / dispute
1	Superintendent of Central Tax Range CED-2, Bengaluru East Commissionerate, CGST, Bengaluru	13-01-2025	The Company has received an order from the Superintendent of Central Tax Range CED-2, Bengaluru East Commissionerate, CGST, Bengalurualleged demand of Rs. 1,10,180/- and penalty of Rs. 1,10,180/- under Section 74 of CGST/SGST Act, 2017, by disputing excess availed Input Tax Credit in contravention of Section 16(2) read with Section 41 of the CGST Act, 2017 read with KGST Act, 2017 and order for recovery of the same.	Demand amount has been paid by the Company.
2	Assistant Commissioner, Pondy Bazaar, Central-III, Chennai Central, Tamil Nadu	20-02-2025	The Company has received demand order in Form GST DRC-07 dated February 20, 2025 for FY 2019-20 for an aggregate amount of Rs. 21,291/- (includes amount of Tax Rs. 759/-, interest Rs. 532/- and penalty Rs. 20,000/-).	Demand amount has been paid by the Company.
3	Deputy Commissioner of State Tax (E-705), Andheri East 502, Nodal Division-7, Mumbai, State/UT - Maharashtra	24-02-2025	The Company has received demand order in Form GST DRC-07 dated February 24, 2025 for FY 2020-21 for an aggregate amount of ? 7,10,975 /-	Demand amount has been paid by the Company.