a) Terms/rifthts attached to equity shares

The Company Has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note 35 Employee benefits

Defined benefit obligation (Gratuity)

Gratuity liability arises on retirement, withdrawal, resignation, and death of an employee. The aforesaid liability is calculated on the basts of 15 days salary (i.e. last drawn salary plus dearness allowance) for each completed year of service or part thereof in excess of 6 months, subject to a maximum of Rs. 20,00,(HX). Vesting occurs upon completion of 5 years of service.

The present value of the defined benefit obligation and the related current service cost are measured using the Projected Unit Credit method with actuarial valuations being carried out at each balance sheet date. ———..

Notes:

a. The discount rate is generally based upon the market yields available on Government bonds at the accounting date with a term that matches

b. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

c. The gratuity plan is unfunded.

d. Defined Contribution Plans:

Employee Benefit expenses includes the following defined contribution plans

Eligibility criteria- All Employees are eligible for being granted Employee Stock Options under the Scheme. The specific employees to whom the Options may be granted would be determined by the Board at its sole discretion

Vesting conditions: Vesting of Options would be subject to achievement of performance criteria or any otiter criteria ( Vesting Conditions ) as specified by the Board from lime to time.

Exercise period and price: The Board shall have the right to determine the Exercise Period to be such that the Vested Options With an Option Grantee may be exercised On and alter Vesting of such Option subject to a maximum Exercise Period of 7 (seven) years from the date of Vesting of the Option or such period as may be determined by the Board and provided in the Grant Letter.

Fair Value of Options

Method used for valuation- Black-Scholes model:

Assumptions used : European-style stock options, Option are not linked to market conditions, Time to expiry is assumed based on weighted Avg period of expiry, The company is going concern

The Company has established an Employee Stock Option Scheme (ESCS) approved by the Board of Directors and shareholders. Under the scheme, the Company grams options to eligible employees that the options vest over a period of 4 years and are exercisable within 7years from

lli.- djU- o(

The Company has instituted an Employee Stock Option Scheme (F.SOS), duly approved hy the Board of Directors on 29th October 2024. Under

the scheme, board authorised to Grant 4,50,0lX) slin k options to eligible employees, which vest over u period of four years and an* exercisable

within sewn years from thi> date of vesting. The Company has ari ounted for dm stork options in arrordanro with Ind AS 102, using the fair value method The (air value of the options was determined by a registered valuer using the Blark-Scholes valuation model.

During the year ended ‘'1st March 2025, the Company granted 5,68,000 slock options at an exeru.se price of ?110 per option. The fair value of

rarh option a! the grant date was 160.81 An amount of ?1 \99 lakhs has been rerogmsed as "Employee benefit expense'in thp Statement of Profit

and Loss lor the year ended ^Ist March 2025, with a corresponding credit to thp "ESOP Reserve under equity".

The total expense recognized during the year ended March 31. 2025, i.s Rs. 1399.77 Thousands, which has been recorded under employee benefit expense and credited to the ESOP Reserve under equity.

Note 38 Financial Instruments

Capital Risk Management

Tli«» Group's objectives when managing capital is to safeguard continuity as a going concern and provide adequate return to shareholders through continuing

grmvih rind mdinidin dn optimal capital structure to reduce the cost of capital. The Company sets the amount of capital required on the basis of annual business

plan and long-term operating plans which include capital investments.

Financial Risk Management

A wide range of risks may affect Die Group's business and financial results. Amongst other nsks that could have significant influence on the Company are market

risk, credit risk and liquidity risk.

Tilt* Board of Directors of the Group manage and review the affairs of the Company by selling op short term and long term budgets by monitoring the same and taking suitable actions to minimise potential adverse effects on its operational and financial performance

The (.roup is exposed to the following market risks:

(a) Credit Risk

Credit rusk refers to the nsk that the counter party will default on its contractual obligation resulting in financial loss to the Group. The Company has adopted a policy of dealing with only credit worthy counter parties. This risk principally arises from credit exposures to customers, deposits with banks and financial institutions and other receivables.

(b) Liquidity Risk

Liquidity risk refers to the risk that the Group may not be in a position to meet its financial obligations timely. Management monitors rolling forecasts of the Group's liquidity position (comprising of undrawn bank facilities and cash and cash equivalents) on the basis of expected cash flows. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents.

(c) Market Risk

Market Risk is the nsk that the value of on and off-balance sheet positions of a Group will be adversely affected by movements in market rates or prices such as interest rales, prices resulting in a loss to earnings and capital.

Tlie Company sets the amount of capital required on the basis of annual business and long-term operating plans.

The funding requirements are met through a mixture of equity, internal fund generation, convertible and non convertible debt securities, and other short term borrowings. The Company's policy Is to use short term and long-term borrowings to meet anticipated funding requirements.

The Company monitors capital on tlie basis of the net debt to equity ratio. The Company is not subject to any externally imposed capital requirements.

Net debt are long term and short term debts as reduced by cash and cash equivalents (ini luding restricted cash and cash equivalents) and short-term investments. Equity comprises all components of equity without any exclusion.

The company is using over draft facility.

Note 40 Subsequent Events

No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation

Note 41 Authorisation Of Financial Statements

1 he financial statements for the year ended Marc h 31, 2025 were approved by the Board of Directors on 28th May,2025. The management and authorities have the power to amend the Financial Statements in accordance with Section 130 and 131 of I’hc Companies Ait, 2013.

Note 42 In the opinion of the Management, Current Assets, Loans and Advances are of the value stated, if realized in the ordinary c ourse of business.

Note 43 Segment Reporting

There is only one reportable segment as the company is providing In-Store Radio and allied services only. The operations of the Company are located in India.

Note 44 Other Matters

Information with regard to other matters specified in Revised Schedule III to the Act is either nil or not applicable to the Company for the year.

Note 45 No funds have been advanced or loaned or invested bv the Company to/in any intermediary on behalf of ultimate beneficiaries or nor any such sum has been received by the company where the company has act as an intermediary on behalf of ultimate beneficiaries."

Note 4b Trade Receivables & Trade Payables Balances:

Trade receivables and trade payables balances continue to have a realisable value of at least the amount stated therein in the opinion of ihe board.

Note 47 The Board of Directors of the Company, in its meeting held on 21 st December 21)23, approved the Initial Public Offer (IPO). Pursuant lo this, the allotment of shares was made on 3rd April 2024. The Company has issued 18,75,200 equity shares having a face value of ?10 each at a premium ol ?ht> per share, aggregating to a total issue value of * 14,25.15,200

Note 48 The Board of Directors duly approved in its meeting held on loth November 2024,to purchased a motor vehicle for the exclusive use in the

business ojvraiiuns and the vehicles has been registered in the name of "Mr. Harvinderjit Singh Bhatia under care of M/s Radiowalla Network

Ltd.", as per the applicable motor vehicle registration norms .The registration in the name of the Director is solely for administrative convenience and m no way impacts the ownership, control, or lieneficial interest of the Company in the said asset

The entire cost of the vehicle and subsequent vehicle loan EMIs, will be fully borne by the Company. The asset has accordingly been capitalised under Properly, Plant and Equipment in the books of account.

Note 49 In compliance with INDAS, the company has recognised Listing expenses eg.exchangc fees,accounting charges etc. amounting to Rs.563.67 thousand as an "Exceptional & Extra Ordinary Item" in the Profit & Loss account. These expenses are non-recurring in nature and pertains to cost incurred during the year.

Note 50 As approved by the Board of Directors in its meeting held on 13th March 2025 to changed its method of depreciation on Property, Plant and Equipment (PPE) from the Written Down Value (WDV) method to the Straight Line Method (SLM) w.e.f 01st April, 2024, as the management

believes that the Straight Line Method better reflects the pattern in which the future economic benefits from the use of these assets am expe.-ted

to be consumed, in line with the requirements of Ind AS 16 - Property, Plant and Equipment.

In accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, this change in the method of depreciation has been treated us a change in accounting estimate and has been applied prospectively from 1st April 2024.

As a result of the change in the? method of depreciation from the Written Down Value (WDV) method to the Straight Line Method (SLM) with effect from 1st April 2024, the depreciation charge for the year ended 31 st March 2025 is lower by Rs.43.11 lakhs. Consequently, the profit before tax for the year has increased by the same amount as compared to what would have been reported under the earlier method. The financial results published for the half-year ended 30th September 2024 wen* based on the WDV method. Following the change in accounting estimate, the net impact arising from the change of method from WDV lo SLM from 1st Apnl 2024 has been adjusted in the financial results for the half-year ended 31st March 2025.

Note 51 Additional Regulatory Disclosures

(1) The Company have no immovable property whose title deeds are not held in the name of the company.

(n) The Company has not revalued its Property, Plant and Equipment during the reporting years.

(iii) Loans and Advances granted to Promoters, Directors, KMP and Related Parties:

There are no Loans and Advances in the nature of loans that are granted lo promoters, directors, KMFs and the related parties either severally or jointly with uny other person, that are repayable on demand.

(iv) There are no proceedings initiated or pending against the Parent for holding any benami property under the Ben-ami Transactions (Prohibition) Act, 1988 (45 of 1988).

(v) The Company has availed borrowings from banks or financial institutions on the basis of security of current assets ik no material variance exceeding 10% were observed during

the periodiinI review statement* submitted to banks.

(vi) The Company is not declared as wilful defaulter by any bank or financial institution or other lender.

(vii) The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013.

(viii) The Company do not have any charge to be registered with Registrar of Companies beyond the statutory period.

(ix) The Company has no subsidiaries with one layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

(x) No Scheme of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

(xi) Utilisation of Borrowed funds and share premium:

A. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or anv other sources or kind of funds) to any other pcrson(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

(;) dimply _ur indirectly lend ur invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries)or (ii) provide any guarantee, security or the like loor on behalf of the Ultimate Beneficiaries

B. The Company has not received any fund from any person (s) or enlily(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(>) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parly (Ultimate Beneficiaries) or (n) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note 54 Other Matters

Information with regard to other matters specified in Revised Schedule III to the Ad is either nil or not applicable to the Company for the year. Note 55 Authorisation of Financial Statements

The financial statements for the year ended March 31, 2024 were approved by the Board of Directors on 2Xth May, 2025. The management and authorities have the power to amend the Financial Statements in accordance with Section 130 and 131 of The Companies Act, 2013.

Note 56 Previous year figures has been regrouped /reclassified wherever necessary, to make them comparable with current year figure.