Music Broadcast Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Dec 2018

Auditor and Management Disclosures and Notes for the quarterly results dated 31 Dec 2018

1.The above financial results for the quarter and nine months ended December 31, 2018 have been reviewed by the Audit Committee and approved by the Board of Directors on January 28, 2019. The Statutory Auditors have carried out limited review for the quarter and nine months ended December 31, 2018.

2.Effective April 1, 2018, the Company has adopted Ind AS 115 "Revenue from Contracts with Customers" using the modified retrospective transition method, which is applied to contracts that are not completed on or before March 31, 2018. Accordingly, the comparatives have not been restated. The impact of adoption of Ind AS 115 on the financial results was not material.

3.The Company completed the Initial Public Offering (IPO) of fresh issue of 12,012,012 equity shares and Offer for Sale of 2,658,518 equity shares of Rs. 10 each at an issue price of Rs. 333 per share in the financial year ended March 31, 2017. The equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) w.e.f. March 17, 2017.

Utilisation of IPO Proceeds is summarised as below:

Particulars Amount

(Rs. In Lakhs)

Issue Proceeds 40,000

Less : Transaction cost arising on share issue 1,773

Net Proceeds from IPO 38,227

Less: Amount utilised as per the objects of the issue as per prospectus 33,227

Funds to be utilised 5,000

Unutilised IPO Proceeds as at December 31, 2018 are temporarily invested in fixed deposit with a scheduled commercial bank.

4. The listed NCDs of the Company aggregating to Rs. 5,000 Lakhs as at December 31, 2018 are secured by a first pari-passu charge on the entire book assets, including fixed assets, current assets and investments of the Company and the asset cover thereof exceeds hundred percent of the principal amount of the said NCDs.

5.The Company is engaged primarily in the business of operating Private FM Radio Stations, which constitute single reportable segment. Accordingly, the Company is single segment company in accordance with Indian Accounting Standard 108 ''Operating Segment''.

6. The Board of Directors at its meeting held on April 23, 2018 approved the acquisition of Radio Business Undertaking of Ananda Offset Private Limited, engaged in Radio Broadcasting Business under the brand name "Friends 91.9 FM" in Kolkata, through a slump sale, subject to receipt of approval from Ministry of Information and Broadcasting (MIB), for cash consideration of Rs. 3,500 Lakhs (minus) Net External Debt (plus/minus) differential of normalised working capital adjustment of Rs. 924 Lakhs. The Company has deposited Rs. 875 Lakhs in an escrow account on May 09, 2018, in accordance with the business transfer agreement, and is waiting for approval from the MIB.

7.The Board of Directors at its meeting held on July 24, 2018 approved the buyback of fully paid-up equity shares of the Company for an aggregate amount not exceeding Rs. 5,700 Lakhs, for a price not exceeding Rs. 385 per equity share. During the current quarter, the Company completed buyback of 1,745,079 equity shares at an average price of Rs. 326.61 per equity share and, accordingly, utilised Rs. 5,699.63 Lakhs (excluding transaction costs) towards the buyback of shares.

8.The Board of Directors at its meeting held on December 31, 2018 proposed the sub-division of equity shares of the Company from the existing face value of Rs. 10 per share to face value of Rs. 2 per share, subject to the approval of the shareholders of the Company.