MUSIC BROADCAST LIMITED

Music Broadcast Limited – Public Offer to open on 6^th March 2017, and to close on 8^th March 2017

Price Band fixed from Rs. 324 to Rs. 333 per Equity Share

Music Broadcast Limited (the “Company” or “Issuer”) proposes to open on Monday, 6^th March 2017, an initial public offer of equity shares of face value of Rs. 10 each (the “Equity Shares”) for cash at a premium (the “Offer”) consisting of a fresh issue of up to Rs. 4,000 million (the “Fresh Issue”) and an offer for sale up to 2,658,518 Equity Shares by the Selling Shareholders (the “Offer For Sale”). The Offer will close on Wednesday, 8^th March 2017. The Price Band for the Offer is fixed from Rs. 324 to Rs. 333 per Equity Share .

The Company, in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“ICDR Regulations”). The Anchor Investor Bidding Date shall be one Working Day prior to the Offer Opening Date; i.e., Friday, 3^rd March 2017. Bids can be made for a minimum of 45 Equity Shares and in multiples of 45 Equity Shares thereafter.

The sole Book Running Lead Manager (“BRLM”) to the Offer is ICICI Securities Limited.

The Offer is being made through the Book Building Process in compliance with regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI ICDR Regulations”), wherein 50% of the Offer shall be allocated on a proportionate basis to qualified institutional buyers (“QIBs”). Our Company may, in consultation with the BRLM, allocate up to 60% of the QIB Portion to Anchor Investors (“Anchor Investor Portion”) on a discretionary basis, out of which at least one-third will be available for allocation to Mutual Funds only subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Such number of Equity Shares representing 5% of the Net QIB Portion (i.e. The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remaining Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Offer shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. All Investors (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process, and shall provide details of their respective bank account in which the Bid amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”).

The Equity Shares offered through the Red Herring Prospectus dated February 22, 2017 (“RHP”) are proposed to be listed on BSE and NSE.

All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the RHP.

Disclaimer: Music Broadcast Limited is proposing, subject to receipt of requisite approvals, market conditions and other considerations, to undertake an initial public offering of its Equity Shares and has filed the Red Herring Prospectus dated February 22, 2017 with the registrar of Companies (the “RHP”). The RHP is available on the website of the Securities and Exchange Board of India (“SEBI”) at www.sebi.gov.in and on the website of the book running lead manager at www.icicisecurities.com. Any potential investors should note that investment in the Equity Shares involves a degree of risk. For details potential investors should refer to the section “Risk Factors” on page 18 of the RHP. Potential investors should not rely on the draft red herring prospectus filed with SEBI for making any investment decision.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States, and, unless so registered may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States.  Accordingly, the Equity Shares are being offered and sold outside the United States in offshore transactions in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.

Music Broadcast Limited, promoted by Jagran Prakashan Limited, operates radio stations under the brand “Radio City”. Radio City is the first private FM radio broadcaster in India. It has grown presence from four cities in 2001 to 37 cities as on 15^th February 15, 2017. These radio stations include Bengaluru, Mumbai, Delhi, Chennai, Pune, Hyderabad, Ahmedabad etc. which were existing stations. The Company acquired 11 additional radio stations under the Phase III policy. The Company is present in 12 out of the top 15 cities in India by population (Source: Census 2011). As on 31^st March 2016, its radio stations reached out to over 49.60 million listeners in 23 cities covered by AZ Research (Source: AZ Research Report).

In addition to presence in 37 cities, the Company has a sales alliance with ITM Software & Entertainment Private Limited (“ITM”) which operates “Suno Lemon 91.9 FM” (“Suno Lemon”) in Gwalior and Ananda Offset Private Limited (“AOPL”) which operates “Friends 91.9 FM” (“Friends FM”) in Kolkata. It also operates online web radio on its web portal www.planetradiocity.com (“Planet Radio City”), which was launched in 2010. It operates 40 web radio stations through planetradiocity.com in eight languages.

The Company also has a ‘Planet Radio City’ mobile app that plays various stations such as ‘Radio City Freedom’, ‘Radio City Electronica’, ‘Radio City Metal’ and ‘Radio City Smaran’, in various languages, on mobile and other smart devices.

Its radio content typically comprises of RJ shows and film music. It has also created popular radio shows such as ‘Love Guru’ and ‘Kal Bhi Aaj Bhi’ and pre-programming features such as ‘Babber Sher’ and ‘Joke Studio’. ‘Radio City Super Singer’, a popular singer talent hunt on radio was launched by the Company in 2011 and continues till date. It has also launched ‘Gig City’ a unique initiative which broadcasts music concerts simultaneously across multiple radio stations. In its endeavour to recognise independent singers and musicians, it has initiated ‘Radio City Freedom Awards’ which has completed three years and in the fourth edition, which is underway, involves live performances in six cities, facilitating independent music across genres and languages.

Radio City has won various accolades in the industry. The Company has been awarded under the category ‘Best Talk/Interview Special’ and ‘Community Service’ by the New York Festival Radio Awards in 2016. It has also been awarded under the category ‘Best Breakfast Program (Telugu)’, ‘Best Radio Promo – InHouse’, ‘Best Radio Programme Packaging’, ‘Best Interactive Idea’, ‘Best Media Campaign’, Excellence in Radio Awards 2016 by IRF. It has also been ranked one in the ‘Media Industry’ and rank two in ‘Best Companies for Hiring and Welcoming’ categories by Great Place to Work in 2015.

For the six month period ended on September 30, 2016, Music Broadcast Limited generated a total revenue of Rs. 1,382.13 million, EBITDA of Rs. 455.09 million and net profit/ after tax as restated for the period of Rs. 297.56 million. For the fiscal year ended March 31, 2016, it generated a total revenue of Rs. 2,455.06 million, EBITDA of Rs. 785.87 million and net profit/ (loss) after tax as restated for the year of Rs. 425.07 million. Company’s total revenue, EBITDA, net profit/(loss) after tax as restated for the year, grew at a CAGR of 20.45%, 32.40% and 54.09%, respectively between Fiscal 2013 and Fiscal 2016.