UNITED
STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



Form
20-F



ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934



for the fiscal year ended December 31, 2011
Commission File Number: 1-12090










Grupo
Radio Centro, S.A.B. de C.V.

(Exact name of Registrant as specified in
its charter)

Radio Center Group(Translation of Registrant’s name into English)

United Mexican States

(Jurisdiction of incorporation or organization)












Constituyentes 1154 (7° Piso)

Col. Lomas Altas

C.P. 11950, México, D.F., México

(Address of principal executive offices)



Alfredo Azpeitia Mera

Constituyentes 1154 (7° Piso)

Col. Lomas Altas

C.P. 11950, México, D.F., México

aazpeitia@grc.com.mx



(5255) 5728 48 00
(Name, telephone, e-mail and/or facsimile number and address of company contact person)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title of each class:                                                                    |  | Name of each exchange on which registered
|--------------------------------------------------------------------------------------- |  | -----------------------------------------
|                                                                                        |  |                                          
|Series A Shares, without par value (“Series A Shares”)                                  |  | New York Stock Exchange*                 
|Ordinary Participation Certificates (“CPOs”), each CPO representing one  Series A Share |  | New York Stock Exchange*                 
|American Depositary Shares (“ADSs”), each representing nine CPOs                        |  | New York Stock Exchange                  
|                                                                                        |  |                                          

*Not for trading, but only in connection with the registration
of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.



Securities registered or to be registered pursuant to Section
12(g) of the Act: None



Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None



Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report: 162,724,561 Series A Shares



Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ̈YesxNo



If this report is an annual or
transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934. ̈YesxNo



Indicate by check mark whether
the registrant (1) has filed all reports required to be file by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.xYes ̈No



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). N/A



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ̈Accelerated
filerSNon-accelerated filer ̈



Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:



U.S. GAAP ̈International
Financial Reporting Standards S	             Other ̈



Indicate by check mark which
financial statement item the registrant has elected to follow: ̈Item 17SItem 18

If this is an annual report,
indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ̈YesxNo











TABLE OF CONTENTS





|          |                                                                              | Page
|--------- | ---------------------------------------------------------------------------- | ----
|          |                                                                              |     
|PART I    |                                                                              | 1   
|Item 1.   | Identity of Directors, Senior Management and Advisers                        | 1   
|Item 2.   | Offer Statistics and Expected Timetable                                      | 2   
|Item 3.   | Key Information                                                              | 2   
|Item 4.   | Information on the Company                                                   | 8   
|Item 4A.  | Unresolved Staff Comments                                                    | 24  
|Item 5.   | Operating and Financial Review and Prospects                                 | 24  
|Item 6.   | Directors, Senior Management and Employees                                   | 30  
|Item 7.   | Major Shareholders and Related Party Transactions                            | 35  
|Item 8.   | Financial Information                                                        | 37  
|Item 9.   | The Offer and Listing                                                        | 40  
|Item 10.  | Additional Information                                                       | 41  
|Item 11.  | Quantitative and Qualitative Disclosures About Market Risk                   | 54  
|Item 12.  | Description of Securities Other than Equity Securities                       | 54  
|Item 12A. | Debt Securities                                                              | 54  
|Item 12B. | Warrants and Rights                                                          | 54  
|Item 12C. | Other Securities                                                             | 54  
|Item 12D. | American Depositary Shares                                                   | 55  
|PART II   |                                                                              | 56  
|Item 13.  | Defaults, Dividend Arrearages and Delinquencies                              | 56  
|Item 14.  | Material Modifications to the Rights of Security Holders and Use of Proceeds | 56  
|Item 15.  | Controls and Procedures                                                      | 56  
|Item 16A. | Audit Committee Financial Expert                                             | 58  
|Item 16B. | Code of Ethics                                                               | 58  
|Item 16C. | Principal Accountant Fees and Services                                       | 58  
|Item 16D. | Exemptions from the Listing Standards for Audit Committees                   | 59  
|Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers       | 59  
|Item 16F. | Change in Registrant’s Certifying Accountant.                                | 59  
|Item 16G. | Corporate Governance                                                         | 59  
|PART III  |                                                                              | 64  
|Item 17.  | Financial Statements                                                         | 64  
|Item 18.  | Financial Statements                                                         | 64  
|Item 19.  | Exhibits                                                                     | 64  



i







INTRODUCTION



Grupo Radio Centro, S.A.B. de C.V. is a
corporation organized under the laws of the United Mexican States. As used in this Annual Report and except as the context otherwise
requires, the terms “Grupo Radio Centro” and the “Company” refer to Grupo Radio Centro, S.A.B. de C.V.
and its subsidiaries.



PRESENTATION OF FINANCIAL INFORMATION



We adopted International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) for the year ended
December 31, 2011. Our date of transition to IFRS was January 1, 2010. Accordingly, the consolidated annual financial statements
as of and for the year ended December 31, 2011, included in this Annual Report are our first financial statements prepared in accordance
with IFRS, and represent the integral, explicit and unreserved adoption of IFRS. IFRS 1,“First-time Adoption of International
Financial Reporting Standards” has been applied in preparing these consolidated financial statements, which generally requires
the retrospective application of all IFRS and the related improvements and interpretations. Therefore, our consolidated financial
statements as of and for the year ended December 31, 2010 presented in this annual report, which were previously presented in accordance
with Mexican Financial Reporting Standards (“MFRS”), have also been prepared under IFRS for comparative purposes. Note
28 to our audited consolidated financial statements contains information regarding the effects of adoption of IFRS on our consolidated
financial information, including the required reconciliations of consolidated stockholders’ equity as of January 1 and December
31, 2010 and of total comprehensive income for the year ended December 31, 2010.



The Company publishes its financial statements
in Mexican pesos. This Annual Report contains translations of certain peso amounts into U.S. dollars at specified rates solely
for the convenience of the reader. These translations should not be construed as representations that the peso amounts actually
represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, such
U.S. dollar amounts have been translated from pesos at an exchange rate of Ps. 13.9787 to U.S.$ 1.00, the exchange rate for pesos
on December 31, 2011, as published by the Central Bank of Mexico. On April 16, 2012, the exchange rate for pesos was Ps. 13.0736
to U.S.$ 1.00. See Item 3, “Key Information—Exchange Rate Information,” for information regarding exchange rates
since January 1, 2007.



In this Annual Report, references to “pesos”
or “Ps.” are to the lawful currency of Mexico. References herein to “U.S. dollars” or “U.S.$”
are to United States dollars.



FORWARD-LOOKING STATEMENTS



This Annual Report contains words such as
“believe,” “expect,” “anticipate” and similar expressions that identify forward-looking statements
that reflect the Company’s views about future events and financial performance. Actual results could differ materially from
those projected in such forward-looking statements as a result of various factors that may be beyond the Company’s control.
These factors, some of which are discussed in Item 3, “Key Information—Risk Factors,” include projections
of revenues, profit for the year, total comprehensive income, earnings per share, capital expenditures, indebtedness levels, dividends,
capital structure or other financial items or ratios; statements about our future financial performance or the economic performance
of Mexico or other countries;effects from competition with our broadcasting operations; material changes in the performance
or popularity of key radio stations or broadcast programs; the loss of one or more key customers or a reduction in the advertising
expenditures of key customers; a change in the seasonality of our business; the ability to make additional investments in radio
operations or renew our broadcasting licenses; significant developments in the Mexican economic or political situation; changes
in the regulatory environment in which we operate or fluctuations in inflation rates or exchange rates. Accordingly, readers are
cautioned not to place undue reliance on these forward-looking statements. In any event, these statements speak only as of their
dates, and we undertake no obligation to update or revise any of them, whether as a result of new information, future events or
otherwise.



PART I



Item 1. Identity of Directors, Senior Management and Advisers



Not applicable.











Item 2. Offer Statistics and Expected Timetable



Not applicable.



Item 3. Key Information



SELECTED FINANCIAL DATA



The following table presents selected consolidated
financial information of the Company and its subsidiaries for each of the periods indicated. This information, to the extent applicable,
should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements
as of December 31, 2011 and 2010 and for the years then ended (the “Consolidated Financial Statements”), including
the notes thereto, included elsewhere in this Annual Report. The selected financial information for 2010 differs from the information
we previously published for 2010, because it is presented in accordance with IFRS.



|                                                                |  | Year Ended December 31,             |            
|--------------------------------------------------------------- |  | ----------------------------------- | -----------
|                                                                |  | 2011(1)                             |            
|                                                                |  | (in thousands, except per ADS data) |            
|Operating Data:                                                 |  |                                     |            
|Broadcasting revenue                                            |  |                                     | U.S.$70,722
|Broadcasting expenses(2)                                        |  |                                     | 51,456     
|Depreciation and amortization                                   |  |                                     | 1,786      
|Corporate expenses                                              |  |                                     | 1,069      
|Other expenses, net                                             |  |                                     | 4,298      
|Net finance cost                                                |  |                                     | 1,293      
|Profit for the year                                             |  |                                     | 12,555     
|Total comprehensive income                                      |  |                                     | 12,733     
|Profit for the year attributable to non-controlling interest(3) |  |                                     | 1          
|Basic and diluted earnings per share                            |  |                                     | 0.077      
|Basic and diluted earnings per ADS(4)                           |  |                                     | 0.694      
|Dividends per ADS(4)                                            |  |                                     | 0.29       
|Common shares outstanding(4)                                    |  |                                     | 162,724,561
|                                                                |  |                                     |            
|Balance Sheet Data:                                             |  |                                     |            
|Working capital(5)                                              |  |                                     | U.S.$17,747
|Property and equipment, net                                     |  |                                     | 32,655     
|Goodwill                                                        |  |                                     | 59,295     
|Total assets                                                    |  |                                     | 127,116    
|Long-term debt(6)                                               |  |                                     | 3,578      
|Total liabilities                                               |  |                                     | 26,354     
|Common stock(7)                                                 |  |                                     | 75,827     
|Stockholders’ equity                                            |  |                                     | 100,762    










| | (1) | Peso amounts have been translated into U.S. dollars solely for the convenience of the reader at the rate of Ps. 13.9787 per
U.S. dollar, the exchange rate for pesos on December 31, 2011, as published by the Central Bank of Mexico. See “—Exchange
Rate Information.”
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Excludes depreciation, amortization and corporate expenses.
| | --- | -----------------------------------------------------------

| | (3) | Total comprehensive income for the year attributable to non-controlling interest is equal to the amounts included herein, as
other comprehensive income is only attributable to controlling interests.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Earnings per ADS are computed based on nine CPOs per ADS, each CPO representing one Series A Share of the Company. Common shares
outstanding represents the weighted average number of Series A Shares outstanding. The Company declares dividends in any given
year for the immediately preceding fiscal year. In 2011, the Company paid dividends in the aggregate amount of Ps. 65 million with
respect to 2010. In 2010 and 2009, the Company paid dividends in the aggregate amount of Ps. 100 million for each year with respect
to 2009 and 2008, respectively. For more information, see “Item 8 —Financial Information—Other Financial Information—Dividend
Policy.”
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Consists of total current assets minus total current liabilities.
| | --- | -----------------------------------------------------------------

| | (6) | Excludes current portion of long-term debt.
| | --- | -------------------------------------------

| | (7) | Excludes long-term debt.
| | --- | ------------------------



EXCHANGE RATE INFORMATION



Mexico has a free market for foreign exchange,
and the Mexican government allows the peso to float freely against the U.S. dollar. There can be no assurance that the Mexican
government will maintain its current policies with regard to the peso or that the peso will not appreciate or depreciate significantly
in the future.



2







The following table sets forth, for the
periods indicated, the high, low, average and period-end exchange rate for the purchase of U.S. dollars, expressed in pesos per
U.S. dollar.



|Period                  |  | Exchange Rate(1) |       
|----------------------- |  | ---------------- | ------
|Year Ended December 31, |  | High             |       
|2007                    |  |                  | 11.269
|2008                    |  |                  | 13.935
|2009                    |  |                  | 15.406
|2010                    |  |                  | 13.194
|2011                    |  |                  | 14.254
|                        |  |                  |       
|Month Ended 2011:       |  |                  |       
|October 31              |  |                  | 13.93 
|November 30             |  |                  | 14.254
|December 31             |  |                  | 13.993
|                        |  |                  |       
|Month Ended 2012:       |  |                  |       
|January 31              |  |                  | 13.750
|February 29             |  |                  | 12.951
|March 31                |  |                  | 12.990










| | (1) | Source: Noon-buying rate for cable transfers in New York reported by the Federal Reserve.
| | --- | -----------------------------------------------------------------------------------------



| | (2) | Average of month-end rates for annual figures; average of daily rates for monthly figures.
| | --- | ------------------------------------------------------------------------------------------



On April 13, 2012, the exchange rate reported
by the Federal Reserve was Ps. 13.1460 to U.S.$ 1.00.



Fluctuations in the exchange rate between
the peso and the U.S. dollar will affect the U.S. dollar equivalent of the peso price of Series A Shares on the Bolsa Mexicana
de Valores, S.A. de C.V. (the Mexican Stock Exchange) and the price of American Depositary Shares, or “ADSs”, on the
New York Stock Exchange (“NYSE”). The Company pays cash dividends in pesos, and exchange rate fluctuations will affect
the U.S. dollar amounts received by holders of ADSs upon conversion by Citibank N.A., as depositary for the ADSs (the “Depositary”),
of cash dividends on the Series A Shares underlying the certificados de participación ordinaria (ordinary participation
certificates, or “CPOs”) represented by the ADSs.



3







RISK FACTORS



Risks Relating to Our Operations



We may be unsuccessful in addressing
the challenges and risks presented by our investment in the United States



In April 2009, we began to provide programming
to, and sell advertising time on, KXOS-FM, a radio station broadcasting in Los Angeles, California that is owned by Emmis Communications
Corporation. Our investment in the United States involves risks to which we have not previously been exposed and presents different
or greater risks, including from competition and regulation, than those present in Mexico. Our potential for success should be
considered in light of the expenses, complications and delays frequently encountered in connection with a new business. In 2011,
our U.S. operations generated a net loss for the year of Ps. 101.4 million. We cannot predict whether or when our operations in
the United States will become profitable.



In light of losses in our operations
in the United States, we may not have sufficient sources of cash to meet our working capital needs



Although cash flow from operations historically
has been sufficient to cover our working capital needs, our investment in April 2009 in a Los Angeles radio station has resulted
in increased working capital needs. There can be no assurances that we will be able to meet our working capital needs, or, if we
are in non-compliance with our debt covenants, that we will be able to borrow further amounts under the credit facility. Such events
would have a material adverse effect on our financial condition and results of operations.



Increased competition or a decline in
popularity of any of our radio formats could reduce our audience share and result in a loss of revenue



Radio broadcasting is highly competitive,
and programming popularity, an important factor in advertising sales, is readily susceptible to change. There can be no assurance
that increased competition within, or a decline in the popularity of, a given format will not decrease our aggregate audience share
in the future. In addition, we face strong competition for advertising revenues from both television and various print media. If
we are unable to respond to an increase in competition or a decline in the popularity of any of our radio formats, our revenue
and profitability could suffer material adverse consequences.



In the past, we have not complied with
a financial covenant under our credit facility, and we may be incurring substantial additional indebtedness in the future in connection
with the acquisition of the KXOS-FM station assets



We have entered into a credit facility for
a secured peso-denominated loan having an outstanding aggregate principal amount of Ps. 80 million as of the date hereof. This
amount is guaranteed by several of our subsidiaries and secured by a first priority lien on substantially all of our property,
including our corporate headquarters but excluding any equipment used for broadcasting. The credit facility contains covenants
requiring us to maintain certain financial ratios and comply with other financial conditions that, among other things, limit our
ability to incur additional indebtedness, pledge assets and enter into transactions with affiliates. We were not in compliance
with the fixed charges coverage ratio for the first and second quarters of 2010 and obtained waivers from the lender of this non-compliance
for each quarter. Since then, we have been in compliance with our financial covenants. If we fail to comply with any covenant under
the credit facility in the future, there can be no assurance that we will be able to obtain waivers or that the lender will not
accelerate amounts due under the credit facility. If we are unable to repay amounts due under the credit facility, the lender could
proceed against the collateral securing our indebtedness. Such events would have a material adverse effect on our business, financial
condition and results of operations.



In addition, in the event the
acquisition of the KXOS-FM station assets described under “—Material Contracts” below is consummated, we
anticipate that we would be required to guarantee the debt financing utilized to acquire these assets. This debt financing
would be in an  aggregate principal amount of approximately U.S.$85.5 million and would substantially increase our
liabilities. To service this debt, we would rely primarily on cash flows provided by operations. If our cash flows from
operations decline in the future, we may have difficult servicing this debt, which would have a material adverse effect on
our business, financial condition and results of operations.



4







If we lose one or more of our key customers
in Mexico, we could lose a significant amount of our revenue



Our two largest individual customers in
2011 were Walmart de México, S.A.B. de C.V. (“Walmart”) and Organización Soriana, S.A.B. de C.V. (“Soriana”).
In 2010, our two largest customers were Walmart and Soriana. In 2011, Walmart represented 9.1% and Soriana represented 4.1% of
our consolidated broadcasting revenue, excluding revenue from our operations in the United States. In 2010, Walmart represented
10.4% and Soriana represented 3.4% of our consolidated broadcasting revenue, excluding revenue from our operations in the United
States. The companies comprising Grupo Carso are also key customers, representing 5.5% of our total broadcasting revenue in 2011
and 5.2% in 2010, excluding revenue from our operations in the United States. We cannot assure you our key customers will continue
to purchase advertising from us at current levels or at all. The loss of our relationship with any one of our principal customers
could have a material adverse effect on our results of operations.



The seasonal nature of our business affects
our revenue



Our business is seasonal. Our revenue from
advertising sales, which we recognize when the advertising is aired, is generally highest in the fourth quarter because of the
high level of advertising during the holiday season. Accordingly, our results of operations depend disproportionately on revenue
recognized in the fourth quarter, and a low level of fourth quarter advertising revenue could have a material adverse effect on
our results of operations for the year.



The Mexican Federal Competition Commission
may prohibit us from making additional investments in radio operations in Mexico



We, like all Mexican radio licensees, are
subject to regulation by several Mexican governmental agencies. As a result of such regulation, radio licenses are subject to review
and possible revocation, and licensees are prohibited from transferring or assigning their radio broadcasting licenses without
prior governmental approval of both the transfer and its terms. As a result of the increase in our share of the Mexico City radio
market following the acquisition of Radiodifusión RED, S.A. in 1996, we are required by the Mexican Comisión Federal
de Competencia (Federal Competition Commission) to seek its prior approval in connection with any future investments in radio
operations in Mexico, including, without limitation, purchases and leases of radio stations, interests in other radio concerns
or transmission sites, irrespective of the size of such investments or their related audience share. To the best of our knowledge,
other Mexican radio broadcasting companies are not generally subject to this requirement. No assurance can be given that we will
be permitted by the Federal Competition Commission to make any particular investment should we desire to do so.



If the Mexican government does not renew
our broadcasting licenses, our business could be harmed



To broadcast commercial radio in Mexico,
a broadcaster must have a license from the Secretaría de Comunicaciones y Transportes(Secretary of Communication and Transportation, or “SCT”). Because the SCT generally grants renewals to licensees
that have substantially complied with applicable law, we expect that our future renewal applications will be granted. However,
if we were unable to renew these licenses in the future, our business could be significantly harmed.



Adverse global economic conditions and,
in particular, the slowdown of the U.S. and Mexican economies, may affect our client base and could have a negative impact on our
business and results of operations



Our business is influenced by general economic
conditions worldwide and in Mexico. The risks associated with our business become more acute in periods of a slowing economy or
recession, which may be accompanied by a decrease in advertising. A decline in the level of business activity of our advertisers
could have an adverse effect on our revenue and profit margins. In response to negative market conditions, customers may choose
to make fewer advertising expenditures, to slow their spending on or cancel our services or to seek contract terms more favorable
to them. Adverse economic conditions may also lead to an increase in the number of our customers that are unable to pay for services.
If these events were to occur, it could have a material adverse effect on our business and results of operations.



5







If we are required by the Mexican courts
to pay a pending arbitration award, it may have a material adverse effect on our financial condition



We are party to legal proceedings in Mexico
relating to an arbitration award granted in 2004 against us in favor of Infored, S.A. de C.V. and Mr. José Gutiérrez
Vivó. If we are ultimately unsuccessful in challenging the enforcement of the arbitration award, we will be required to
finance all or part of the amount due. Our ability to obtain financing is subject to various factors, including general market
conditions, our financial condition and results of operations and the fact that we have pledged substantially all of our assets
under outstanding indebtedness. Accordingly, we may not be able to obtain financing in a timely manner, or on acceptable terms,
or at all. If we incur additional indebtedness or we are unable to obtain financing when needed, our financial condition may be
materially and adversely affected.



Risks Relating to Our Principal Shareholders and Capital
Structure



Holders of ADSs are not entitled to attend
shareholders meetings and have no voting rights



Holders of the CPOs, and therefore holders
of the ADSs, have no voting rights with respect to the underlying Series A Shares. Pursuant to the trust agreement under which
the CPOs are issued, the trustee for the CPOs will vote the Series A Shares held in the trust in the same manner as the majority
of the Series A Shares that are not held in the trust and that are voted at the relevant shareholders meeting. Holders of
the CPOs are not entitled to attend or to address our shareholders meetings.



Certain members of the Aguirre family
effectively control our management and the decisions of the shareholders, and their interests may differ from those of other shareholders



Certain members of the Aguirre family have
the power to elect a majority of our directors and control our management because they own a substantial majority of the outstanding
Series A Shares not held in the form of CPOs. These Aguirre family members have established a Mexican trust, which they control,
that holds 51.6%, of the outstanding Series A Shares as of April 16, 2012.



Our bylaws include provisions that could
delay or prevent a takeover and, thus, deprive you of a premium over the market price of the ADSs or otherwise adversely affect
the market price of the ADSs



Our bylaws include certain provisions that
could delay, defer or prevent a third party from acquiring us, despite the possible benefit to our shareholders. These provisions
include restrictions on the acquisition, without the approval of the board of directors, of our shares or other securities representing
30% or more of our capital stock and restrictions on agreements and other arrangements, without the approval of the board of directors,
for the exercise of voting rights in respect of shares representing 30% or more of our capital stock. These provisions may deprive
you of a premium over the market price of the ADSs or otherwise adversely affect the market price of the ADSs.



Future sales of Series A Shares by the
controlling shareholders may affect future market prices of the Series A Shares, CPOs and ADSs



Actions by members of the Aguirre family,
directly or through the Mexican trust through which they hold most of their Series A Shares, with respect to the disposition of
their Series A Shares, may adversely affect the trading price of the Series A Shares or the CPOs on the Mexican Stock Exchange
and the price of the ADSs on the NYSE. There are no contractual restrictions on the rights of members of the Aguirre family to
sell ADSs, CPOs or Series A Shares, other than those contained in our loan with Inbursa, S.A. Institución de Banca
Múltiple, Grupo Financiero Inbursa, which requires the Aguirre family to maintain 51% of our capital stock.



You may not be able to participate in
any future preemptive rights offering and, as a result, your equity interest in the Company may be diluted



Under current Mexican law, if we issue new
shares for cash as a part of a capital increase, we generally must grant our shareholders the right to purchase a sufficient number
of shares to maintain their existing ownership percentage. Rights to purchase shares in these circumstances are known as preemptive
rights. We may not be legally permitted to allow holders of ADSs in the United States to exercise any preemptive rights in any
future capital increases unless (i) we file a registration statement with the U.S. Securities and Exchange Commission (“SEC”)
with respect to that future issuance of shares or (ii) the offering qualifies for an exemption from the registration requirements
of the U.S. Securities Act of 1933. At the time of any future capital increase, we will evaluate the costs and potential liabilities
associated with filing a registration statement with the SEC, the benefits of preemptive rights to holders of ADSs in the United
States and any other factors that we consider important in determining whether to file a registration statement.



6







We cannot assure you that we will file a
registration statement with the SEC to allow holders of ADSs in the United States to participate in a preemptive rights offering.
Furthermore, under current Mexican law, sales by the Depositary of preemptive rights and distribution of the proceeds from such
sales to ADS holders are not possible. As a result, the equity interest of ADS holders would be diluted proportionately. In addition,
preemptive rights will not arise under current Mexican law upon the sale of newly issued shares in a public offering or the resale
of shares of capital stock previously repurchased by us.



Risks Relating to Mexico



Economic developments in Mexico may adversely
affect our business



Our financial condition and results of operations
are generally affected by the strength of the Mexican economy, as the demand for advertising, from which we derive revenue constituting
the principal source of our earnings, generally declines during periods of economic difficulty.



In 2011, Mexico’s gross domestic product,
or GDP, grew by 3.9% and inflation was 3.82%. In 2010, Mexico’s GDP grew by 5.4% and inflation was 4.4%. In 2012, according
to preliminary estimates of the Mexican government, GDP is expected to increase by 3.23% and inflation is expected to be 3.53%.
If the Mexican economy contracts or if inflation and interest rates increase significantly, our business, financial condition and
results of operations could suffer material adverse consequences.



Economic conditions in Mexico are heavily
influenced by the condition of the U.S. economy due to various factors, including commercial trade with the U.S., U.S. investment
in Mexico and emigration from Mexico to the United States. Events and conditions affecting the U.S. economy may adversely affect
our business, results of operations, prospects and financial condition. In addition, in the past, economic crises in Asia, Russia,
Brazil and other emerging markets have adversely affected the Mexican economy and could do so again.



High levels of inflation and high interest
rates in Mexico could adversely affect our financial condition and results of operations



Mexico has experienced high levels of inflation
and high domestic interest rates in the past. The annual rate of inflation, as measured by changes in the INPC, was 3.82% for 2011.
If inflation in Mexico does not remain within the government’s projections, we may not be able to raise our broadcast advertising
rates to keep pace with inflation. More generally, the adverse effects of high inflation on the Mexican economy may result in lower
demand for broadcast advertising.



Interest rates on 28-day Mexican treasury
bills, or Cetes, averaged 4.25% during 2011. During the first quarter of 2012, the average 28-day Cetes rate was 4.27%.High
interest rates in Mexico could adversely affect our financing costs, and to the extent that we incur peso-denominated debt in the
future, it could be at high interest rates.



Political events in Mexico could affect
Mexican economic policy and our operations



Mexican political events may significantly
affect our operations and the performance of Mexican securities, including our securities. We cannot assure you that the current
political situation or any future political developments, including the presidential and federal congressional elections in Mexico,
which will be held in July 2012, will not have a broad adverse effect on growth trends in the Mexican broadcasting industry or
in the economy generally, or directly and adversely affect us.



7







Depreciation of the peso relative to
the U.S. dollar could adversely affect our financial condition and results of operations



The value of the peso has been subject to
significant fluctuations with respect to the U.S. dollar in the past and may be subject to significant fluctuations in the future.
In 2011, the peso depreciated against the U.S. dollar at year-end by 12.7%, although the average value of the peso against the
U.S. dollar during 2011 was 1.6% lower than in 2010. In 2010, the peso appreciated against the U.S. dollar at year-end by 5.2%,
while the average value of the peso against the U.S. dollar during 2010 was 3.2% higher than in 2009. In 2009, the peso appreciated
against the U.S. dollar at year-end by 5.6%, and the average value of the peso against the U.S. dollar during 2009 was 21.1% lower
than in 2008. No assurance can be given that the peso will not depreciate in value
relative to the U.S. dollar in the future.



Fluctuations in the exchange rate between
the peso and the U.S. dollar will affect the U.S. dollar value of an investment in our equity securities and of dividend and other
distribution payments on those securities.



In 2011, our operating costs payable in
U.S. dollars increased due to our investment in a radio station in Los Angeles, California. These expenses represented 23.5% of
our consolidated broadcasting expenses in 2011. We prepaid the first two years of fees (U.S.$ 14 million) under the related local
marketing agreement and, beginning in April 2011, we have been making monthly fee payments of U.S.$583,333. Although at December
31, 2011, we had no U.S. dollar-denominated indebtedness, we may incur U.S. dollar-denominated indebtedness in the future, particularly
in connection with the acquisition of the KXOS-FM station assets. Declines in the value of the peso relative to the U.S. dollar
increase our operating costs, increase our interest costs in pesos relative to any U.S. dollar-denominated indebtedness, increase
our obligations payable in U.S. dollars, result in foreign exchange losses and could adversely affect our ability to meet our U.S.
dollar-denominated obligations. Additionally, since substantially all our revenue is denominated in pesos, increased costs resulting
from a decline in the value of the peso relative to the U.S. dollar will not be offset by any exchange-related increase in revenue.
Since we fund our operations in the United States with peso-denominated revenue earned in Mexico, the decline of the peso relative
to the U.S. dollar could increase our operating costs.



Severe devaluation or depreciation of the
peso may also result in disruption of the international foreign exchange markets and may limit our ability to transfer, or to convert
pesos into, U.S. dollars and other currencies for the purpose of making timely payments of our operating costs or obligations payable
in U.S. dollars.



Developments in other countries may affect
the price of the ADSs



As is the case with respect to securities
of issuers from other emerging markets, the market value of securities of Mexican companies is, to varying degrees, affected by
economic and market conditions in other countries. Although economic conditions in other countries may differ significantly from
economic conditions in Mexico, investors’ reactions to developments in other countries may have an adverse effect on the
market value of securities of Mexican issuers. In recent years, for example, economic conditions in Mexico have become increasingly
correlated to economic conditions in the United States as a result of NAFTA and increased economic activity between the two countries.
Adverse economic conditions in the United States and other related events could have a material adverse effect on the Mexican economy.
Prices of Mexican securities also dropped substantially as a result of developments in Russia, Asia, Brazil and Argentina in the
late 1990s. The Mexican securities markets also have been adversely affected by ongoing developments in the global credit markets.
We cannot assure you that events in other emerging market countries, in the United States or elsewhere, will not have a material
adverse effect on our business, financial condition or results of operations.



Item 4. Information on the Company



THE COMPANY



Organization



Grupo Radio Centro is a corporation (sociedad
anónima bursátil de capital variable) organized under the laws of Mexico. Grupo Radio Centro is a holding company
that operates through its subsidiaries.



Grupo Radio Centro’s principal executive
offices are located at Constituyentes 1154 (7° Piso), Col. Lomas Altas, C.P. 11950, México, D.F., México. The
telephone number of Grupo Radio Centro is (525) 55-728-4800.



8







History



Grupo Radio Centro is a family-controlled
radio broadcasting company with roots in Mexican radio broadcasting dating back approximately 65 years. Francisco Aguirre J., the
founder of Grupo Radio Centro, initiated his radio broadcasting activities in 1946. In 1952, he founded Organización Radio
Centro(“ORC”), the sole owner and operator of two radio stations, Radio Centro and Radio Exitos. In 1965, the
Company formed Organización Impulsora de Radio (“OIR”), to provide national sales representation to affiliated
radio stations outside Mexico City. The Company was incorporated as Técnica de Desarrollo Publicitario, S.A. de C.V. on
June 8, 1971, renamed Grupo Radio Centro, S.A. de C.V. on July 14, 1992 and renamed Grupo Radio Centro, S.A.B. de C.V. on
July 31, 2006. The bylaws of the Company provide for its indefinite existence.



In 1973, Grupo Radio Centro expanded its
broadcasting activities by establishing three new FM radio stations, thus consolidating its position as the market leader in Mexico
City radio broadcasting. In 1989, the Aguirre family began a comprehensive process of corporate reorganization designed to consolidate
Grupo Radio Centro’s radio operations under the common ownership of the Company and the family’s non-radio-related
operations under the common ownership of another company controlled by the Aguirre family outside Grupo Radio Centro. The purpose
of the reorganization was to permit Grupo Radio Centro to focus on radio-related operations and to acquire the balance of shares
of its radio broadcasting subsidiaries that were owned directly or indirectly by members of the Aguirre family outside Grupo Radio
Centro. As a result of the reorganization, the Company acquired substantially all of the shares of its radio broadcasting subsidiaries,
with the last transfer of shares occurring in March 1993. In the third quarter of 1993, the Company completed an initial public
offering of its ADSs and CPOs, listing these securities on the NYSE and the Mexican Stock Exchange. The Company completed a subsequent
public offering of ADSs and CPOs during the third quarter of 1996. On June 30, 2003, all CPOs held by holders that qualified as
Mexican investors, pursuant to the Company’s bylaws (see Item 10, “Additional Information—Bylaws and Mexican
Law—Limitations Affecting Non-Mexican Holders—Share Ownership”), were exchanged for Series A Shares held in the
CPO Trust (see Item 9, “The Offer and Listing”). In connection with the amended CPO trust arrangement, the Series A
Shares commenced trading on the Mexican Stock Exchange under the symbol “RCENTRO.A” on June 30, 2003. The Series A
Share listing is deemed to include the CPOs, so the Series A Share trading line reflects trading of both Series A Shares and CPOs.



Capital Expenditures and Divestitures



Capital Expenditures



Capital expenditures were Ps. 41.7 million
in 2011 and Ps. 16.7 million in 2010. In 2011 and 2010, capital expenditures were financed from working capital. In 2011, the Company’s
principal capital expenditures were for broadcasting equipment. In 2010, the Company’s principal capital expenditures were
for transportation equipment. The increase in 2011 compared to 2010 was primarily due to increased investment in broadcasting equipment
and in the construction of a new transmission site with digital transmission systems and state-of-the-art technology for five FM
radio stations. See “Business Overview—Broadcasting Operations—Investment in Technology.”



Capital Divestitures



The Company had no capital divestitures
in 2011 and had Ps. 14.1 million in capital divestitures in 2010. These divestitures in 2010 were principally related to the sale
of transportation equipment.



BUSINESS OVERVIEW



Grupo Radio Centro is a leading radio broadcasting
company in Mexico. For more than 40 years, the Company has been the leading radio broadcaster in terms of audience share in Mexico
City, the most populous city in North America. Grupo Radio Centro’s principal activities are the production and broadcasting
of music, entertainment, news and special event programs. The Company’s revenue is derived primarily from the sale of commercial
airtime to advertising agencies and businesses. According to IBOPE AGB México (“IBOPE”), the Company’s
Mexico City audience share as of December 31, 2011 was 54.0%, more than three times that of the next most popular radio broadcasting
company in Mexico City on the same date. See “—Broadcasting Operations” and “—Competition.”



In Mexico, Grupo Radio Centro currently
owns eight AM and five FM radio stations. The Company manages and operates an additional FM station located in Mexico City and
an additional FM station located in the United States. Of these 15 radio stations, Grupo Radio Centro operates five AM and six
FM stations in Mexico City, one AM station in both Guadalajara and Monterrey, and one FM station in Los Angeles. The remaining
AM radio station in Mexico City is managed and operated by a third party pursuant to an operating agreement.



9







The Company manages the 11 radio stations
it operates in Mexico City as a portfolio, combining in-depth market research and programming innovation with continuous investment
in state-of-the-art technology and human resources to produce high-quality, popular programs that target substantially all of the
demographic segments of the Mexico City radio audience sought by advertisers. According to IBOPE, for the year ended December 31,
2011, Grupo Radio Centro’s radio stations ranked as seven of the top ten radio stations (out of a total of 68 radio stations
in Mexico City); as five of the top 10 FM radio stations (out of a total of 32 FM stations) and four of the top 10 AM stations
(out of a total of 36 AM stations). See “—Business Strategy.”



In the United States, we entered into an
agreement on April 3, 2009 with Emmis Communications Corporation (“Emmis”), a U.S. radio broadcasting company. We agreed
to provide programming to, and sell advertising time on, KXOS-FM for up to seven years. KXOS-FM is an Emmis-owned radio station
broadcasting in Los Angeles, California, on the 93.9 FM frequency.We began operating the station in the contemporary Spanish-language
hits format on April 15, 2009. We operate KXOS-FM through our subsidiary, Grupo Radio Centro LA, LLC (“GRC-LA”), which
was incorporated on March 13, 2009 as a Delaware limited liability company. According to Arbitron Inc., a media and marketing research
firm, as of December 31, 2011, KXOS-FM had an audience share of 1.2% and was ranked 27 out of a total of 80 stations in the Los
Angeles metropolitan area and an audience share of 2.3% and was ranked 14 in terms of the Hispanic population.



In addition to its radio broadcasting activities,
the Company, under the trade name Organización Impulsora de Radio, acts as the national sales representative for,
and provides programming to, a network of affiliates in Mexico. At December 31, 2011, the Company had 127 affiliates in 71 cities
throughout Mexico.



Business Strategy



The Company’s strategy is to optimize
cash flow from operations by maintaining its leading market position.



Maintenance of Leading Market Position



The Company is focused on maintaining its
current position as the leading radio broadcaster in Mexico City, offering advertisers top-ranked stations in almost all major
station formats, including the following:



| | · | Grupera—Diverse Musical Genres,
| | - | -------------------------------



| | · | Juvenil—Youth Oriented,
| | - | -----------------------



| | · | Spanish Language—Contemporary Music,
| | - | ------------------------------------



| | · | English Language—Classic Rock,
| | - | ------------------------------



| | · | English Language—Contemporary Music,
| | - | ------------------------------------



| | · | Spanish Language—Classics, News/Talk Show, and
| | - | ----------------------------------------------



| | · | English Language—Music/News.
| | - | ----------------------------



By maintaining a strong presence in the
major station formats, management believes that the Company will maximize its share of total radio advertising expenditures. Management
bases such belief on the following rationales: (i) a broadcaster’s revenue is correlated with its ability to maximize the
number of listeners within an advertiser’s given demographic parameters, and (ii) the Company’s stations currently
cover almost all of the demographic segments of the radio audience sought by advertisers. In addition, by managing its
stations as a portfolio and offering a broad range of advertising packages, the Company believes that it distinguishes itself from
its smaller competitors, who cannot offer as comprehensive coverage of the Mexican radio audience. The Company offers advertisers
exposure to listening audiences targeted to correspond with the demographic profiles advertisers seek and provides advertisers
with their choice of either focused or broad audience exposure across a comprehensive range of income classes and age groups.



10







In order to maximize the audience share
of its portfolio of stations, the Company recognizes the need to be responsive to the requirements of its listeners and advertisers,
tailoring its stations to the changing circumstances of the market. The Company seeks to manage its station portfolio by balancing
the mix of its station formats to correspond to the needs of the overall market and being proactive in the management of each individual
station format and adjusting to the evolution of its particular market segment.



OIR Network Strategy



As a complement to its radio-broadcasting
activities, Grupo Radio Centro operates and continues its efforts to expand its OIR radio network. The Company simultaneously transmits
its news program “La Red de Radio Red” from 5:45 a.m. to 10:00 a.m. to the 24 largest commercial markets in
Mexico outside the Mexico City metropolitan area. While increasing programming and service revenue, the operation of OIR also facilitates
the Company’s overall marketing efforts, offering advertisers access to radio stations on a nationwide basis. See “—OIR
Network.”



11







Broadcasting Operations



Radio Stations



The following table sets forth certain information
about the radio stations Grupo Radio Centro operates in Mexico City as of December 31, 2011:



|Station    |  | Frequency |                                                                                                      |  | Power 
    (Watts) |  |         | Station Format |  | Total
    Market Rank(1)(2)                                                                         |  |  | Total
    Audience Share(1)(3) |  |  | Band
    Rank(1)(4) |      |   | Target
    Demographic Segments
|---------- |  | --------- | ---------------------------------------------------------------------------------------------------- |  | ------------------ |  | ------- | -------------- |  | --------------------------------------------------------------------------------------------------- |  |  | ------------------------------ |  |  | ------------------- | ---- | - | -------------------------------
|XEQR-FM.   |  |           | 107.3
                                                                                           mhz |  |                    |  | 100,000 |                |  | Grupera—Diverse
                                                                     Musical Genres |  |  | 1                              |  |  |                     | 13.9 | % |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|XERC-FM    |  |           | 97.7
                                                                                mhz             |  |                    |  | 100,000 |                |  | Juvenil— Youth Oriented                                                                             |  |  | 9                              |  |  |                     | 3.5  | % |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|XEJP-FM.   |  |           | 93.7
                                                                                mhz             |  |                    |  | 100,000 |                |  | Spanish Language—Contemporary Music                                                                 |  |  | 4                              |  |  |                     | 6.5  | % |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|XHFO-FM(5) |  |           | 92.1
                                                                                mhz             |  |                    |  | 150,000 |                |  | English Language—Classic Rock                                                                       |  |  | 5                              |  |  |                     | 5.6  | % |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|XHFAJ-FM.  |  |           | 91.3
                                                                                mhz             |  |                    |  | 100,000 |                |  | English Language—Contemporary Music                                                                 |  |  | 2                              |  |  |                     | 11.1 | % |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|XEQR-AM.   |  |           | 1030
                                                                                khz             |  |                    |  | 50,000  |                |  | Spanish Language—Talk Show                                                                          |  |  | 6                              |  |  |                     | 4.4  | % |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|XEJP-AM    |  |           | 1150
                                                                                khz             |  |                    |  | 50,000  |                |  | Spanish Language Classics                                                                           |  |  | 7                              |  |  |                     | 4.0  | % |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|XERED-AM   |  |           | 1110
                                                                                khz             |  |                    |  | 100,000 |                |  | News / Talk Show                                                                                    |  |  | 22                             |  |  |                     | 1.0  | % |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|XHRED-FM   |  |           | 88.1
                                                                                mhz             |  |                    |  | 100,000 |                |  | News / English Language—Music                                                                       |  |  | 21                             |  |  |                     | 1.1  | % |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|XERC-AM.   |  |           | 790
                                                                                khz              |  |                    |  | 50,000  |                |  | News                                                                                                |  |  | 37                             |  |  |                     | 0.4  | % |                                
|           |  |           |                                                                                                      |  |                    |  |         |                |  |                                                                                                     |  |  |                                |  |  |                     |      |   |                                
|XEN-AM     |  |           | 690
                                                                                khz              |  |                    |  | 100,000 |                |  | News / Talk Show                                                                                    |  |  | 36                             |  |  |                     | 0.4  | % |                                



| | (1) | Source: IBOPE AGB Mexico.
| | --- | -------------------------

| | (2) | Total market rank is determined based on each station’s annual average share of the total radio audience.
| | --- | ---------------------------------------------------------------------------------------------------------

| | (3) | Total audience share represents each station’s annual average share of the total radio audience.
| | --- | ------------------------------------------------------------------------------------------------

| | (4) | Band rank is determined based on each station’s annual average share of the radio audience within its broadcasting frequency
band (i.e., either AM or FM).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

(5) XHFO-FM is operated by Grupo
Radio Centro pursuant to an operating agreement that was renewed on October 16, 2008 for five years ending on January 2, 2014.
For the year ended December 31, 2011, XHFO-FM accounted for approximately 12.2% of Grupo Radio Centro’s broadcasting revenue.



12







Programming



The Company currently produces all of the
programming for the stations it owns or operates. The Company also provides programming to its network of affiliates.



The programming the Company produces includes
playing recorded music, covering live music events (such as concerts), and airing special musical programs and news and talk show
programs. Through its Noticentro news division, the Company produces daily news programs consisting of three-minute updates and
10-minute summaries of local, national and international news that are broadcast through Formato 21, the Company’s 24-hour
all-news station, and the majority of its other stations in Mexico City. The Company also produces segments of two, three and four
hour news programs that are broadcast at different times during the day.



The Company’s programming strategy
is to tailor the format of each of its stations to attract targeted demographic segments of the radio audience sought by advertisers.
To ensure that its programming remains responsive to shifting demographic trends and audience tastes, Grupo Radio Centro uses its
internal research division (which regularly conducts door-to-door interviews throughout Mexico City), as well as commercially available
data, to assess the listening habits and tastes of the Mexico City population. Grupo Radio Centro conducted approximately 250,000
interviews in 2011 and 287,000 interviews in 2010. The Company believes that no competitor has developed an internal research capability
as extensive as its own.



Production and Transmission of Programming



Audio Engineering. Grupo Radio Centro
has 18 production studios in which musical material, advertisements, informational messages, news and promotional spots are recorded
on hard drive, compact disk, and DVD-audio through the Maestro Automation System. This system permits the direct transmission
of audio recordings to the Company’s 35 workstations, where they are processed and sent to broadcast sites.



Grupo Radio Centro also maintains 13 on-air
studios, each of which is linked to Grupo Radio Centro’s automated programming computer network via fiber optics. Grupo Radio
Centro’s primary studio operations are substantially fully digital and utilize state-of-the-art computer networks to record,
schedule and play all news, music, promotional and advertising material. Currently, the Company has a single high-speed computer
network installed both in on-air studios and in production studios. In 2008, the Company installed two digital mixer consoles used
by OIR.



Grupo Radio Centro’s news division
uses the News Room system, which enables news writers to provide radio announcers with information directly through scrolling text
that runs across a flat-panel screen while the announcers are on air. The system is used primarily in the Formato 21 radio station,
but it also provides information to news centers in other radio stations. The News Room system, which receives news reports from
the Associated Press (AP), Agence France-Presse (AFP), Notimex F Agency and Reuters, has reduced considerably the amount of paper
used during news programs.



Transmission. Each of the Company’s
radio stations has a main transmitter and two back-up transmitters. All AM transmitters incorporate solid-state design. Each transmitter
site has a diesel generator with automatic transfer that allows rapid switch to back-up power in case of a power outage. In addition,
the main FM transmitter facility is equipped with an uninterruptible power supply to prevent the loss of airtime during the transfer
to back-up power.



Grupo Radio Centro uses multiplexed networks
for transmission, which allows five of its AM stations to operate at three sites, each using one antenna. Similarly, five FM stations
were multiplexed in a common panel master antenna on the Cerro del Chiquihuite. In November 2010, the Company obtained authorization
from the SCT to relocate these five FM radio stations from Cerro del Chiquihuite, which is in the north of Mexico City, to property
at higher elevations and, after receiving such approval, purchased 484,000 square feet of land located at 3,300 meters above sea
level. The Company expects to improve its current coverage for these radio stations after the relocation is complete. In addition,
one FM radio station operated by the Company transmits from the World Trade Center building in Mexico City.



13







In 2007, the Company renovated a location
to serve as an alternate transmission site as a back-up studio and production space. This facility is equipped with two small production
studios, six transmission booths for talk show or news programs, and five workstations for music programs. The facility also has
a sophisticated multiplexing network for up to five stereo channels for the FM stations and six digital encoders/decoders to connect
to the transmitting plants. If there is an emergency, the alternate site can be controlled remotely from the XERC-FM, XEJP-FM and
XEQR-FM radio stations in Mexico City.



In 2008, the Company began renovating an
additional alternate transmission site for the studios of 11 of the Company’s Mexico City radio stations. The alternate site,
which was completed in 2009, is equipped with two small production studios, six transmitter booths for talk show and news programs,
and five workstations for music programs.



In December 2008, the Company obtained authorization
from the SCT to increase the power at two stations: XEDKR-AM (in Jalisco) was increased from one to 10 kilowatts, and XESTN-AM
(in Monterrey) was increased from one to five kilowatts. In June 2009, the Company completed a new transmission site which is controlled
remotely in a new building from which XEDKR-AM currently operates. In September 2009, the Company completed upgrades to its XESTN-AM
transmission site. Both stations now operate with increased power.



Investment in Technology



The Company consistently invests in state-of-the-art
equipment, the development and deployment of new operating systems and the training of its engineering and operating personnel.
The Company believes these investments enable it to produce high-quality programming with few on-air errors and to broadcast a
superior signal to listeners’ radios. In addition, the Company’s computer system allows it to maintain a certifiable
log of advertising and to generate real-time affidavits certifying that advertisements have been aired when and as requested, which
reduces customers’ monitoring costs and enhances customers’ goodwill. The Company believes that its equipment and engineering
staff give it a competitive edge in Mexico City radio broadcasting.



Currently, all AM and FM radio broadcast
signals in Mexico are analog. However, in recent years there have been efforts to develop, test and implement radio digital audio
broadcasting (DAB), using either the “in-band-on-channel” (IBOC) U.S. broadcasting model or the “out-of-band”
European broadcasting model. The Cámara Nacional de la Industria de Radio y Televisión (National Chamber of
the Radio and Television Industries, or “CIRT”) has been analyzing DAB proposals and created a task force with the
Comisión Federal de Telecomunicaciones (Mexican Federal Telecommunications Commission or “Cofetel”) in
order to introduce DAB in Mexico. In February 2011, Cofetel approved the IBOC standard for AM and FM radio broadcast signals in
Mexico. Cofetel announced that the adoption of IBOC would be voluntary for AM and FM station licensees and that IBOC would be used
in hybrid mode, allowing for continued use of analog signals. The approval of IBOC does not prevent Cofetel from evaluating other
broadcasting technologies in other bands of frequencies assigned to broadcasting. The adoption of IBOC is pending approval by the
Comisión Federal de Mejora Regulatoria (Federal Commission for the Improvement of Regulations). If implemented, IBOC
would eliminate fading, static and other interference that adversely affects the listening experience.



The Company has actively participated in
the analysis of the adoption of DAB in Mexico through its representation in CIRT and by supporting Cofetel’s Comité
Mixto de Tecnologías Digitales (Mixed Committee on Digital Technology). The Company has also supported the adoption
of DAB in Mexico by installing and operating advanced digital radio transmission systems on an experimental basis. From October
to December 2008, the Company tested a Digital Broadcasting System from its Constituyentes building. The system’s capabilities
included the transmission on one digital radio channel of two video programs, eight audio CD quality programs, data, and a webcam
signal. The Company demonstrated the system with a reduced power transmitter during “CIRT Radio Week” in October 2008.
The demonstration included more than 20 different types of DAB receivers. The Company plans to adopt IBOC by 2015.



14







In October 2011, the Company commenced building
a new transmission site with digital transmission systems and state-of-the-art technology for five FM radio stations. This transmission
site will be equipped with a new tower, new master antenna, new transmitters, processors, telemetry systems and remote control.
The transmission site will also include a solar park to reduce or eliminate electric energy consumption.



Sale of Airtime and Marketing



Our two largest individual customers in
2011 were Walmart and Soriana. In 2010, our two largest individual customers were Walmart and Soriana. In 2011, Walmart represented
9.1% and Soriana represented 4.1% of our total broadcasting revenue, excluding revenue from our operations in the United States.
In 2010, Walmart represented 10.4% and Soriana represented 3.4% of our total broadcasting revenue, excluding revenue from our operations
in the United States. The Companies comprising Grupo Carso are also key customers, representing 5.5% of our total broadcasting
revenue in 2011 and 5.2% in 2010, excluding revenue from our operations in the United States.



Sales of commercial airtime vary throughout
the year and are generally highest in the fourth quarter of the year and lowest in the first quarter of the year. See Item 5, “Operating
and Financial Review and Prospects—Seasonality of Sales.”



At December 31, 2011, the Company had a
sales force of 28 individuals, of which 15 marketed primarily to advertising agencies and major customer accounts, and 13 marketed
to small and mid-sized customer accounts.



Grupo Radio Centro establishes its advertising
rates by considering the cost per thousand listeners as a reference to ensure that its rates are competitive. The Company offers
package discounts to customers who purchase airtime on multiple stations; the largest discounts are offered to customers who purchase
airtime on all of its stations. The Company charges higher rates to customers who purchase airtime during “special events,”
such as live concerts and special news features.



The Company sells some commercial airtime
in advance. The advance-sales arrangements guarantee the rate in effect at the time of purchase to advertisers who deposit cash
with Grupo Radio Centro in an amount equal to their advertising commitment for an agreed period. These advertisers are also granted
bonus advertising time in addition to the time purchased. The Company invests cash deposited pursuant to advance sales and includes
interest generated on such investments in broadcasting revenue. In 2011, revenue recognized under advance-sale arrangements, including
related interest income, accounted for approximately 19.7% of total broadcasting revenue (excluding revenue from our operations
in the United States), compared to 22.0% for 2010.



The effect of such advance sales is to substitute
the increased interest income earned on the advance sale payments for a portion of the operating income foregone because of the
reduced effective rate on the advertising time sold subject to the advance-sale arrangements. The Company believes that such advance
sales are advantageous to Grupo Radio Centro because the interest income generated by the proceeds of such advance sales offsets,
in part, the effective reduction in advertising rates associated with such sales and because the bonus advertising time granted
to purchasers is “dead time” (i.e., time that would not otherwise be sold). The Company also believes that the benefits
of guaranteed rates and bonus airtime under its advance-sales plans attract advertisers who would not otherwise purchase advertising
time. However, any decrease in future inflation rates may reduce the attractiveness of these plans for such advertisers.



OIR Network



Grupo Radio Centro, under the trade name
OIR, provides national sales representation, programming and broadcast-related services to a network of affiliates. At December
31, 2011, Grupo Radio Centro had 127 affiliates located in 71 cities throughout Mexico. During the last two years, broadcasting
revenue from OIR-related activities ranged from 2.9% to 3.2% of total broadcasting revenue (excluding revenue from our operations
in the United States). In 2011, approximately 2.9% of the Company’s revenue (excluding revenue from our operations in the
United States) was attributable to its work through OIR, and no single affiliate represented more than 9.3% of total OIR-related
revenue.



15







At December 31, 2011, 11 of the Company’s
OIR-related affiliates were owned or controlled by shareholders of the Company. Except as disclosed elsewhere (see Item 7, “Major
Shareholders and Related Party Transactions—Related Party Transactions” and Note 23 to the Consolidated Financial Statements),
all commercial relations between such shareholder-owned or shareholder-controlled stations and Grupo Radio Centro are on an arm’s-length
basis.



Outside Mexico City, virtually all advertising
aimed at a national audience is sold through networks of affiliated radio stations. Pursuant to its standard affiliate agreement,
which is terminable at will by either party on 60 days’ notice, OIR agrees to purchase commercial airtime from affiliated
stations, compensating such stations for their airtime with a percentage of the revenue obtained on the resale of commercial airtime
to national advertisers, which percentage amounted to, on average, 64% of such revenue in 2011 and, on average, 62% of such revenue
in 2010. The affiliates agree to broadcast certain programs at specified times with advertising spots of specified duration. Compensation
paid to each affiliate varies depending on the size of each affiliate’s market.



OIR transmits special event programs, including
national advertising, directly to certain affiliates via satellite. In December 2005, the Company installed a new satellite up-link
system with state-of-the-art technologies, including Digital Video Broadcasting (DVB) transmission, with 10 digital stereo channels.
All of our affiliates are able to receive OIR special event programs via satellite from Mexico City.



Competition



Radio broadcasting in Mexico is highly competitive,
and programming popularity, an important factor in advertising sales, is readily susceptible to change. As of December 31, 2011,
there were 54 commercial radio stations in Mexico City (31 AM and 23 FM stations) and 14 not-for-profit, public-service stations
(eight FM and six AM). These stations constitute all of the currently available radio broadcast channels within Mexico City’s
AM and FM frequency spectrum.



Set out below is a table showing the number
of stations in Mexico City operated by Grupo Radio Centro and each of its six main competitors at December 31, 2011, and a chart
depicting the audience share of each.



Operation of Mexico City Stations by
Grupo Radio Centro and its Principal Competitors(1)



|                    |  | AM Stations |    |  | FM Stations |  |    | Total | 
|------------------- |  | ----------- | -- |  | ----------- |  | -- | ----- | 
|Grupo Radio Centro  |  |             | 5  |  |             |  | 6  |       | 
|Grupo Acir          |  |             | 2  |  |             |  | 4  |       | 
|Televisa Radio      |  |             | 3  |  |             |  | 3  |       | 
|NRM Comunicaciones  |  |             | 3  |  |             |  | 3  |       | 
|Grupo Radio Fórmula |  |             | 3  |  |             |  | 2  |       | 
|Grupo Imagen        |  |             | 0  |  |             |  | 2  |       | 
|MVS Radio           |  |             | 0  |  |             |  | 2  |       | 
|Total               |  |             | 16 |  |             |  | 22 |       | 










(1)	Source: Grupo Radio Centro.



16







Mexico City Radio Audience Share (1970-2011)







| | (1) | Sources: INRA, Arbitron, Inc. and IBOPE.
| | --- | ----------------------------------------

| | (2) | In 1995, the Company began operating the three stations owned by Radio Programas de México. Accordingly, from 1995,
the Company’s audience share includes the audience share of these three stations. In 1996, the Company acquired these stations.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | In 1995, Grupo Acir acquired the three stations owned by Grupo Artsa.
| | --- | ---------------------------------------------------------------------

| | (4) | As of 1994, Núcleo Radio Mil (NRM) no longer owns XECO-AM and XEUR-AM. In 1995, NRM purchased XHMM-FM.
| | --- | ------------------------------------------------------------------------------------------------------



| | (5) | Includes average audience share of stations owned by Grupo Imagen until its separation from MVS Radio in December 1999.
| | --- | -----------------------------------------------------------------------------------------------------------------------



According to IBOPE, the Company’s
Mexico City audience share increased to 51.9% in 2011, and the Company’s average Mexico City audience
share increased from 43.4% in 2009 to 50.4% in 2010.The Company has experienced gradual declines in the years prior to
2009, which were mainly attributable to increased competition from other radio stations that adopted formats similar to the Company’s
most successful formats, including Juvenil—Youth Oriented, Grupera—Diverse Musical Genres and News/Talk Show.



The Company believes that its balanced portfolio
of station formats reduces the impact of a decline in audience share of any one format segment or station. For example, the Company’s
most popular station, XEQR-FM, which was the top-ranked station in Mexico City for the year ended December 31, 2011, represented
only 14.7% of the Company’s total radio audience. However, there can be no assurance that competition within, or a decline
in the popularity of, a given format will not decrease the Company’s aggregate audience share in the future.



In addition, the Company faces strong competition
for advertising revenue from both television and various print media.



17







OIR Network Competition



The Mexican radio-network market is highly
competitive. As of December 31, 2011, there were 26 radio networks serving 687 AM radio stations and 499 FM radio stations outside
Mexico City. The Company believes that the popularity of its programming, its long-standing experience in the Mexican radio broadcasting
market and the quality of its broadcast-related services enable the Company’s affiliates that are served by OIR to compete
effectively.



Significant Subsidiaries



The following table sets forth the Company’s
significant subsidiaries at December 31, 2011:



|Name of the Company                              |  | Jurisdiction of Establishment |  | Percentage of Ownership and Voting Interest |       |      | Description
|------------------------------------------------ |  | ----------------------------- |  | ------------------------------------------- | ----- | ---- | -----------
|                                                 |  |                               |  |                                             |       |      |            
|XEQR, S.A. de C.V.                               |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|XERC, S.A. de C.V.                               |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|XEEST, S.A. de C.V.                              |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|XEQR-FM, S.A. de C.V.                            |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|XERC-FM, S.A. de C.V.                            |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|XEJP-FM, S.A. de C.V.                            |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|XEDKR-AM, S.A. de C.V.                           |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|Radio Red, S.A. de C.V.                          |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|Radio Red-FM, S.A. de C.V.                       |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|Radio Sistema Mexicano, S.A.                     |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|Estación Alfa, S.A. de C.V.                      |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|Emisora 1150, S.A. de C.V.                       |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|Grupo Radio Centro LA, LLC                       |  | United States of America      |  |                                             | 100.0 | %(1) |            
|                                                 |  |                               |  |                                             |       |      |            
|GRC Comunicaciones, S.A. de C.V.                 |  | Mexico                        |  |                                             | 99.99 | %    |            
|                                                 |  |                               |  |                                             |       |      |            
|GRC Radiodifusión, S.A. (formerly Aerocer, S.A.) |  | Mexico                        |  |                                             | 99.99 | %    |            












(1) As the result of a capital reduction in February 2010, the
Company owns 100% of Grupo Radio Centro LA, LLC. See Item 7, “Major Shareholders and Related Party Transactions—Related
Party Transactions—Investment in GRC-LA.”



18







|Name of the Company                                        |  | Jurisdiction of Establishment |        |  | Percentage of Ownership and Voting Interest |  |       | Description
|---------------------------------------------------------- |  | ----------------------------- | ------ |  | ------------------------------------------- |  | ----- | -----------
|                                                           |  |                               |        |  |                                             |  |       |            
|Promotora Técnica de Servicios Profesionales, S.A. de C.V. |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|Publicidad y Promociones Internacionales, S.A. de C.V.     |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|To2 México, S.A. de C.V.                                   |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|Promo Red, S.A. de C.V.                                    |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|Universal de Muebles e Inmuebles, S.A. de C.V.             |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|Inmobiliaria Radio Centro,  S.A. de C.V.                   |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|Desarrollos Empresariales,  S.A. de C.V.                   |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|Radiodifusión Red, S.A. de C.V.                            |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|Enlaces Troncales, S.A. de C.V.                            |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|Música, Música, Música, S.A. de C.V.                       |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|Promotora de Éxitos, S.A. de C.V.                          |  |                               | Mexico |  |                                             |  | 99.99 | %          
|                                                           |  |                               |        |  |                                             |  |       |            
|Producciones Artísticas Internacionales, S.A. de C.V.      |  |                               | Mexico |  |                                             |  | 99.99 | %          



Property and Equipment



All of Grupo Radio Centro’s tangible
assets (other than a small amount of tangible assets located in Los Angeles, California) are located in Mexico. At December 31,
2011, the net book value of all property and equipment was approximately Ps. 456.4 million (U.S.$ 32.6 million).



Grupo Radio Centro’s principal executive
offices and studios are located in Mexico City and are owned by the Company. In 1992 Grupo Radio Centro purchased the Constituyentesbuilding, a 102,000 square foot building (approximately 10,000 square meters), of which, at December 31, 2011, the Company
occupied approximately 81,000square feet (approximately 7,500 square meters). The remainder is available for leasing to
third parties. In March 1994, Grupo Radio Centro moved its principal offices and broadcasting operations (excluding transmitter
antennae and related equipment) into the Constituyentes building. Grupo Radio Centro also owns the transmitter sites and antenna
sites used by most of its Mexico City radio stations, including related back-up facilities. In addition, Grupo Radio Centro currently
leases satellite-transmission facilities in Mexico City from the Mexican government. As a result of a 1993 change in Mexican law,
Grupo Radio Centro purchased and received authorization from Telecomunicaciones de México, a state-owned entity, to operate
its own up-link equipment. This up-link equipment has been operational since the end of 1994 and was upgraded in December 2005
and the first quarter of 2006 (see “—Business Strategy—Production and Transmission of Programming”).



19







Grupo Radio Centro continues to own the
building in which its administrative offices and studios were located immediately before its move into theConstituyentes
building. Grupo Radio Centro also owns the land in Mexico City on which the transmission facilities of XERED-AM are located. Grupo
Radio Centro believes that its facilities are adequate for its present needs and are suitable for their intended purpose.



Substantially all of the Company’s
property, excluding its broadcasting equipment, is subject to a first priority lien under our credit facility. See Item 5, “Operating
and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”



20







REGULATORY FRAMEWORK



The business of Grupo Radio Centro is subject
to regulation and oversight by the SCT and Cofetel. The SCT is part of the executive branch of the Mexican federal government and
Cofetel is a separate administrative agency independent of the SCT. Regulation and oversight are governed by the Ley Federal
de Radio y Televisión (Federal Radio and Television Law), the Ley Federal de Telecomunicaciones (Federal Telecommunications
Law), the regulations issued pursuant to these laws and the licenses granted by the SCT. We are also subject to oversight by the
Procuraduría Federal del Consumidor (Federal Agency for Consumer Protection) and the Comisión Federal de
Competencia Económica (Federal Competition Commission).



Regulation of Radio Broadcasting by Mexico



Licenses. Under the Federal Radio
and Television Law, amended by the Mexican Congress in April 2006 and June 2009, owners and operators of radio stations in Mexico
must obtain a license from the Mexican government through the SCT to broadcast over a specified channel. After a call for bids
and a public bidding process, a 20-year license is granted to the winning applicant upon payment of a fee. The SCT through Cofetel,
may terminate or revoke the license at any time upon the occurrence of, among others, the following events: failure to construct
broadcasting facilities within a specific period; changes in the location of the broadcasting facilities or changes in the frequency
assigned without prior governmental authorization; failure to broadcast for more than 60 days without reasonable justification;
and any violation of any of the other terms of the license. Under Mexican law, if the Company’s license were revoked for
certain specified reasons, Grupo Radio Centro would forfeit to the Mexican government its transmission and antenna facilities with
respect to the license. If the license were terminated early for other causes, the Mexican government would have a right of first
refusal to purchase all these assets at a price fixed by an independent appraiser. In addition, if the SCT, through Cofetel, terminates
or revokes a license, the licensee may not obtain a new license for one to five years and, in some cases, may be forbidden from
obtaining a new license at all. Under current regulations, we believe that it is unlikely that additional licenses will be granted
in the Mexico City market.



The licensee has a preferential right to
renew the license for periods of up to 20 years (with most terms for renewal currently being granted for up to 12 years) under
a non-competitive renewal process. Renewals are generally granted to licensees that have substantially complied with the applicable
law and the terms of their licenses. The licenses for nine of Grupo Radio Centro’s radio stations (XEQR-AM, XERC-AM, XEEST-AM,
XEJP-AM, XERED-AM, XEN-AM, XEQR-FM, XERC-FM AND XHFAJ-FM) were renewed and are now set to expire in 2016. The license for XHRED-FM
was renewed and is now set to expire in 2019. The license for XEJP-FM is set to expire in December 2012, and the Company has applied
for a renewal of this license. The license for XEDKR-AM (in Guadalajara) will expire in October 2015, and the license for XESTN-AM
(in Monterrey) will expire in November 2015.



The licenses contain restrictions on the
transfer of shares of the licensee, including the following: the transfer must be to a qualifying Mexican person; the transfer
cannot result in a concentration of radio broadcasting holdings that may be contrary to the public interest; and the transfer cannot
result in a gain to the seller. All such transfers are subject to prior notice to the SCT. In addition, any transfer of the license
is subject to the prior approval of the SCT. A license may only be assigned if the license has been in effect for more than three
years, the licensee has complied with all of its obligations under the license and has obtained a favorable opinion of the Federal
Competition Commission.



Supervision of Operations. Cofetel
conducts regular inspections of the operations of the radio stations, and the companies or persons to whom licenses have been granted
must file annual technical, statistical, financial and legal reports with Cofetel.



Under Mexican law, radio programming is
not subject to judicial or administrative censorship, except that programming is subject to various regulations, including prohibitions
on explicit language and programming that is contrary to the general principles of right conduct, national security or public order.



Radio programming is required to promote
Mexico’s cultural, social and ideological identity, and each licensee is required to make available each day up to 30 minutes
of cultural or educational programming, or programming regarding family counseling or other social matters. The programming to
be used to fulfill this requirement is provided to the broadcaster by the Mexican government.



21







Each licensee is required to provide a limited
amount of broadcasting time free of charge to all registered political parties and the Instituto Federal Electoral (Federal
Electoral Institute or “IFE”). See “— Political Advertising.”



Networks. There are no Mexican regulations
governing the ownership and operation of a radio broadcasting network, such as OIR’s network, separate from the regulations
applicable to operating a radio station.



Restrictions on Advertising. Mexican
law regulates the type and contents of advertising that may be broadcast on radio. Licensees are also prohibited from broadcasting
advertisements that are misleading. Advertisements for certain products and services are subject to restrictions or require government
approval before their broadcast. Moreover, the Mexican government must approve any advertisement of lotteries or raffles, or any
advertisement that promotes bonuses to consumers for purchasing products or services.



Mexican law also regulates the amount of
advertising that may be broadcast in any day. Under Mexican regulations, no more than 40% of total broadcast time may be used for
advertisements. That time must be divided proportionately among broadcasting hours.



The Company sets its minimum advertising
rates and registers such rates through Cofetel. Commercial airtime may not be sold at lower rates than those registered with the
SCT. There are no restrictions on maximum rates that may be charged.



Broadcast Tax. All radio stations
in Mexico are subject to a tax payable in cash or by granting the Mexican government the right to use a portion of broadcast time.
Radio stations may satisfy this tax by providing the Mexican government with several advertising spots lasting between 20 to 30
seconds each. The amount of broadcasting time allotted to the government is currently fixed at 35 minutes each day between 6:00 a.m.
and midnight. The use of this time is not cumulative, and the Mexican government forfeits any time it does not use in any day.
The Mexican government’s spots must be distributed on a proportional and equitable basis throughout the relevant programming
period.



Public service announcements provided by
the Mexican government are prohibited from competing with the licensee’s programming, and Mexican government programming
that promotes the consumption of products or services must be limited to the general promotion of Mexico’s goods and services.



Political Advertising. Several articles
of the Mexican constitution relating to political parties and elections were amended in November 2007. A new electoral code implementing
the amendments became effective on January 15, 2008. The constitutional amendments and the electoral code prohibit political parties
from directly or indirectly purchasing broadcast time on any radio or television station. In addition, private individuals and
entities are prohibited from purchasing advertising on radio or television aimed at influencing voter preferences.



The Mexican government is allotted a certain
amount of time under concession agreements with broadcasters and, in turn, gives a portion of that time to the IFE to distribute
among the political parties (during election years) and for the use of the IFE. The broadcast time that political parties receive
through the IFE is free of charge and airs during primetime hours. During campaign season, the IFE is granted 48 minutes of the
65 minutes that the Mexican government receives, in aggregate, daily, which includes 30 minutes allotted under concession agreements
and 35 minutes allotted as a broadcast tax. In other periods, the IFE receives eight minutes. The time allocated by IFE to political
parties is the only broadcast time at their disposal as, under the electoral code, political parties are prohibited from purchasing
broadcast time. IFE has supervisory powers and is able to administer sanctions for violations of the provisions of the electoral
code.



Other. Mexican companies are subject
to the Ley Federal de Competencia Económica (Federal Economic Competition Law), which promotes fair competition and
prevents monopolistic practices.



22







As a result of the increase in Grupo Radio
Centro’s share of the Mexico City radio market following its acquisition of Radiodifusión RED, S.A. in 1996, the Company
is required by the Federal Competition Commission to seek its prior approval in connection with any future acquisitions of radio
stations in Mexico, including, without limitation, purchases or leases of radio stations, interests in other radio concerns or
transmission sites, irrespective of the size of such investments or their related audience share, a requirement to which, to the
best knowledge of the Company, other Mexican broadcasting companies generally are not subject. The Company received Federal Competition
Commission approval of its acquisition of XEN-AM in July 2001 because the Company sold two of its AM stations in 2000. No assurance
can be given that the Federal Competition Commission will permit the Company to make any additional investments should it desire
to do so.



The Federal Economic Competition Law was
amended in 2006. These amendments strengthened the authority of the Federal Competition Commission, expanded the definition of
monopolistic practices, provided a more rigorous approval process for business combinations and established more stringent penalties,
including substantially higher fines and the divestiture of assets. As a result, it is possible that the Federal Competition Commission
will more strictly enforce the Federal Economic Competition Law, which could restrict our operations.



The Federal Telecommunications Law was also
amended in 2006, and interpretive regulations were issued in October 2007. The amendments to the Federal Telecommunications Law
subject radio and television broadcasting companies such as Grupo Radio Centro to the oversight of Cofetel. The Federal Telecommunications
Law also covers the transmission of restricted radio signals and other telecommunications services at certain frequencies.



The Federal Telecommunications Law expanded
Cofetel’s authority to conduct public auctions of available radio and television frequencies. Under this law, while the SCT
retains the ultimate authority to issue licenses, Cofetel is permitted to engage in granting, prorogation, and completion of concessions,
permissions and allocations to use and operate frequency bands attributed to the broadcasting service, acting as a branch of the
SCT.



Mexican law prohibits ownership of radio
broadcasting companies by non-Mexicans and Mexican corporations that allow foreign ownership of their voting securities. The adoption
of the North American Free Trade Agreement did not change these Mexican regulations.



23









Intellectual Property



Mexico. Grupo Radio Centro (directly or
through its subsidiaries) has registered or filed for registration with the Instituto Mexicano de la Propiedad Industrial
(Mexican Institute of Industrial Property) the following service marks (and their corresponding design, where indicated):



| | · | “Radio Red”                 |  | · | “Stereo 97.7”    
| | - | --------------------------- |  | - | -----------------
| | · | “Joya”                      |  | · | “Alegría”        
| | · | “El Fonógrafo del Recuerdo” |  | · | “Centro”         
| | · | “Variedades”                |  | · | “Formato 21”     
| | · | “Stereo Joya”               |  | · | “Hoy”            
| | · | “NotiCentro” (and design)   |  | · | “OIR”            
| | · | “Sensación” (and design)    |  | · | “Palco Deportivo”
| | · | “Universal” (and design)    |  | · | “To2”            
| | · | “Radio Programas de México” |  | · | “UNIRED”         
| | · | “RPM”                       |  | · | “SERVIRED”       
| | · | “ALFA 91.3”                 |  | · | “AUTORED”        
| | · | “BANG”                      |  |   |                  



In addition, Grupo Radio Centro (directly
or through its subsidiaries) has registered or filed for registration the following commercial slogans:



| | · | “CRC Radiodifusión Internacional”
| | - | ---------------------------------

| | · | “Grupo Radio Centro Radiodifusión de México al Mundo”
| | - | -----------------------------------------------------

| | · | “ORC Radiodifusión Valle de México”
| | - | -----------------------------------

| | · | “OIR Radiodifusión Nacional”
| | - | ----------------------------

| | · | “Radio Centro, la Estación de la Gran Familia Mexicana”
| | - | -------------------------------------------------------

| | · | “SER, Servicios Especializados de Radiodifusión”
| | - | ------------------------------------------------



United States. Grupo Radio Centro has filed
for registration with the United States Patent and Trademark Office for the following service mark:



| | · | “Radio Éxitos”
| | - | --------------



Item 4A. Unresolved Staff Comments



Not applicable.



Item 5. Operating and Financial Review and Prospects



The following discussion should
be read in conjunction with the Consolidated Financial Statements and the notes thereto included elsewhere in this Annual Report.
Our financial statements have been prepared in accordance with IFRS as issued by the IASB. We began reporting under IFRS for the
year ended December 31, 2011 with a transition date to IFRS of January 1, 2010. Note 28 to our Consolidated Financial Statements
contains information regarding the effects of adoption of IFRS, including the required reconciliations of consolidated stockholders’
equity (as of January 1, 2010 and December 31, 2010) and of total comprehensive income for the year ended December 31, 2010. IFRS
1,“First-time Adoption of International Financial Reporting Standards” has been applied in preparing the Consolidated
Financial Statements, which generally requires the retrospective application of all IFRS and the related improvements and interpretations.
However, IFRS 1 requires certain mandatory exceptions and permits other optional exemptions from retrospective application in order
to assist entities in the transition process. See Note 2 to the Consolidated Financial Statements for an explanation of use of
exceptions permitted or required by IFRS 1. The summary consolidated annual financial information as of and for the year ended
December 31, 2010 presented in this Annual Report, which was previously presented in accordance with MFRS, is presented under IFRS
for comparative purposes.





24









General



Grupo Radio Centro’s operating performance
is dependent on a number of factors, including its ability to produce popular radio programs that attract the demographic segments
of the radio audience sought by advertisers, its share of the total radio audience, the relative advertising cost efficiency of
radio compared to other media, its competition, the strength of its radio signals and the quality of its sound, the rate of growth
of the local and national economies and government regulation and policies. Grupo Radio Centro’s revenue is generated mainly
from the sale of commercial airtime. The primary operating expenses involved in owning and operating radio stations are
employee salaries, programming expenses, promotion and advertising expenses and depreciation and amortization.



Seasonality of Sales



Grupo Radio Centro’s revenue varies
throughout the year. Sales of commercial airtime, Grupo Radio Centro’s primary source of revenue, are generally highest in
the fourth quarter of the year and lowest in the first quarter of the year. Grupo Radio Centro historically has had sufficient
cash flow from operations to meet its operating needs in all four calendar quarters.



The following table sets forth the Company’s
broadcasting revenue on a quarterly basis as a percentage of total revenue, for 2011 and 2010.



|                |  | Broadcasting Revenue
|--------------- |  | --------------------
|                |  | 2011                
|First quarter.  |  |                     
|Second quarter. |  |                     
|Third quarter.  |  |                     
|Fourth quarter. |  |                     
|Total           |  |                     



Economic Conditions in Mexico



Grupo Radio Centro’s financial condition
and results of operations are generally affected by the strength of the Mexican economy, as demand for advertising, revenue from
which is the principal source of the Company’s earnings, generally declines during periods of economic difficulty.



Mexico began to enter a recession in the
fourth quarter of 2008, during which GDP fell by approximately 1.6%. GDP fell by 6.5% in 2009 and has grown by approximately 5.5%
in 2010 and 3.9% in 2011. If the Mexican economy experiences another recession, if inflation or interest rates increase significantly
or if the Mexican economy is otherwise adversely impacted, our business, financial condition or results of operations could be
materially and adversely affected.



The annual rate of inflation in Mexico,
as measured by changes in the INPC, was 3.82% for 2011. The adverse effects of high inflation on the Mexican economy might result
in lower demand for broadcast advertising.



Loss Contingency



In 2002, Infored, S.A. de C.V. (“Infored”)
and José Gutiérrez Vivó initiated an arbitration proceeding against us, seeking the rescission of a production
contract and damages. In March 2004, an arbitration panel of the International Chamber of Commerce notified us of its decision
to rescind the contract and award Infored and Mr. Gutiérrez Vivó, collectively, U.S.$ 21.1 million. As a result of
the damages award, we recorded a provision for this contingent liability in the amount of U.S.$ 21.1 million as of December 31,
2003. For the year ended December 31, 2005, we recorded Ps. 14.3 million and, for the year ended December 31, 2004, we recorded
Ps. 7.0 million in interest relating to this provision. As of March 31, 2006, the provision amounted to Ps. 253.6
million (nominal amount). We challenged the validity of the arbitration award, and on June 16, 2006, a Mexican court set aside
and refused to enforce the arbitration award in Mexico. As a result, we reversed the provision and recorded it as an extraordinary
income item in June 2006.



25







Since the June 2006 decision, legal proceedings
have continued, and in June 2008, the June 2006 decision was reversed. We currently do not consider it necessary to record a provision
for this matter because the June 2008 decision does not impose an obligation to pay the arbitration award and we have continued
to challenge the award’s validity in the Mexican courts. See Item 8, “Financial Information3⁄4Other
Financial Information3⁄4Legal and Arbitration Proceedings.”



Critical Accounting Policies



In preparing our financial statements, we
make estimates concerning a variety of matters. Some of these matters are highly uncertain, and our estimates involve judgments
we make based on the information available to us. In the discussion below, we have identified several of these matters for which
our financial presentation would be materially affected if either (i) we used different estimates that we could reasonably have
used or (ii) in the future we change our estimates in response to changes that are reasonably likely to occur. The discussion addresses
only those estimates that we consider most important based on the degree of uncertainty and the likelihood of a material impact
if we used a different estimate. There are many other areas in which we use estimates about uncertain matters, but the reasonably
likely effect of changed or different estimates is not material to our financial presentation.



Impairment of Long-Lived Assets



Tangible and intangible assets are recorded
at cost less accumulated depreciation or amortization and impairment losses. Depreciation and amortization are recognized on a
straight-line basis over the estimated useful lives of the assets. The estimated useful life and the depreciation or amortization
method are reviewed at the end of each reporting period by management, with the effect of any changes in estimate being accounted
for on a prospective basis.



Goodwill arising on an acquisition of a
business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.



For the purposes of impairment testing,
goodwill is allocated to each of the Company’s cash-generating units (or groups of cash-generating units) that is expected
to benefit from the synergies of the combination.



In order to calculate an impairment loss,
the Company determines the recovery value of the asset or cash-generating unit, which is defined as the greater of the net sales
price of the asset or its value in use. Value in use is comprised of the present value of estimated future cash flows. The determination
of the underlying assumptions related to the recoverability of long-lived assets is subjective and requires the exercise of considerable
judgment. Key assumptions used by the Company in its calculations of potential impairment loss include projections of cash flows,
discounted using a weighted average cost of capital of 14.73%, considering perpetual growth of net cash flow of 3.5% and a perpetual
factor of 8.91.



Impairment testing is performed annually
or more frequently when there is indication that the asset or cash-generating unit may be impaired. Any impairment loss is recognized
directly in profit or loss in the consolidated statement of comprehensive income. An impairment loss recognized for goodwill is
not reversed in subsequent periods.



Employee Benefits



The costs related to benefits to which employees
are entitled as a result of seniority premiums and pension plans, in the case of union personnel, or by law or by Company grant,
are recognized in the results of operations at the time services are rendered by employees, based on the present value of the benefits
determined under actuarial estimates. Actuarial calculations include, among other things, assumptions related to employee demographics,
retirement age, compensation levels, future costs, pay rates, turnover and mortality. As of December 31, 2011, the discount rate
used in the calculation of employee benefits was 7.25%, while the expected rate of increase in salary used was 5%.



26







Deferred Taxes



Under IFRS, the Company is required to recognize
income tax effects on the differences between the accounting and tax bases of the Company’s assets and liabilities. A deferred
income tax benefit related to amortization of tax losses is recognized in the consolidated financial statements to the extent that
it is likely that future tax benefits will ultimately be realized by the Company. Such estimates are based on management’s
knowledge of the business, as well as projections of future profits, including tax strategies developed by the Company. In connection
with the Tax Law Concerning Expressly Declared Public Services and Concessionaires of Public Dominion Assets of the Nation (Ley
del Impuesto sobre Servicios Expresamente Declarados de Interes Público por Ley, Empresas Concesionarias de Bienes del Dominio
Directo de la Nación) issued in 1968 a radio and television tax is levied on customers who make payments to radio and
television concessionaires (the “concessionaires”), equivalent to 25% of such payments. This tax is collected from
customers and remitted to the Mexican government by the concessionaires. Subsequently, a new decree issued on October 10, 2002,
allowed concessionaires to remit the tax either in cash or in-kind. If paid in-kind, the decree establishes that payment be provided
in free airtime, the value of which is determined based on the equivalent of 18 minutes a day with respect to television broadcast,
and 35 minutes a day with respect to radio broadcast. Accordingly, only 80% of the total amount of the consideration received from
customers for broadcasting services relates to the payment for services provided to such customer, while the 20% remaining relates
to the tax collected by concessionaires and payable to the Ministry of Finance of Mexico.



Based on tax and legal advice received,
the Company does not consider the tax paid in-kind as part of its taxable income because there is no service contract entered into
between the Company and the Mexican government, nor is there any consideration agreed upon between the two entities for the services
rendered. The Company calculates its deferred income taxes on this basis and, accordingly, projects minimal to zero taxable income
in future years. As a result, the Company has determined that it is not more likely than not that it will generate future taxable
income sufficient to utilize the benefit provided from its previous tax loss carry-forwards, and thus has partially recognized
the related deferred income tax asset.



2011 vs. 2010 Results of Operations



For the year ended December 31, 2011, broadcasting
revenue was Ps. 988.6 million, representing a 8.9% increase compared to the Ps. 907.9 million reported in 2010. The increase in
broadcasting revenue was mainly attributable to higher advertising expenditures by the Company’s clients, who purchased more
airtime during the year ended December 31, 2011 compared to the same period of 2010. Specifically, the Company recorded a 9.1%
increase in the sale of airtime from its operations in Mexico, as revenues increased to Ps. 920.7 million in 2011 from Ps. 843.9
million in 2010, and we recorded a 6.1% increase in the sale of airtime from our operations in the United States, as revenues increased
to Ps. 67.9 million in 2011 from Ps. 64.0 million in 2010.



The Company’s broadcasting expenses
(excluding depreciation, amortization, corporate and general and administrative expenses) for the year ended December 31, 2011
were Ps. 719.3 million, a 4% increase compared to the Ps. 691.4 million reported in the same period for 2010. This increase was
primarily due to (i) increased promotional expenses, which increased to Ps. 32.1 million from Ps. 20.4 million in 2010, a 57.4%
increase, (ii) higher commissions paid to the Company’s sales force and to advertising agencies due to higher broadcasting
revenues, which increased to Ps. 43.4 million from Ps. 37.1 million in 2010, a 17.2% increase, and (iii) the depreciation of the
Mexican peso against the U.S. dollar, which increased our operating costs payable in U.S. dollars to Ps. 52.1 million in 2011,
from Ps. 46.8 million in 2010, including those payable to Comercializadora Siete de Mexico, S.A. de C.V., an 11.2% increase.



Depreciation and amortization expenses for
the year ended December 31, 2011 were Ps. 25.0 million, a slight increase compared to the Ps. 23.9 million reported in 2010.



27







The Company’s corporate expenses for
the year ended December 31, 2011 were Ps. 14.9 million, the same amount reported in 2010.



Other expenses, net for the year ended December
31, 2011 were Ps. 60.0 million, a 4.2% increase compared to the Ps. 57.7 million reported in 2010. This increase was mainly attributable
to an increase in legal expenses incurred in 2011 related to the arbitral proceeding involving Mr. Gutiérrez Vivó.



The Company’s net finance cost for
2011 was Ps. 18.1 million, compared to the Ps. 26.1 million reported in 2010. This decrease was mainly due to a decrease in interest
expense from Ps. 26.3 million for the year ended December 31, 2010 to Ps. 17.9 million in the same period of 2011 as a result of
the reduction in the annual interest rate of the Company’s loan with Banco Inbursa, S.A. from 13% through March 18, 2010
to 9.5% thereafter combined with a reduction in the principal amount of such loan.



For the year ended December 31, 2011, the
Company reported profit before taxes of Ps. 151.3 million, compared to Ps. 93.9 million reported in 2010, mainly due to the aforementioned
increase in broadcasting revenue.



During 2011, the Company reevaluated the
tax treatment of the portion of the broadcast time that it grants to the Mexican government as payment in-kind of broadcasting
taxes. Although the payment in-kind of broadcast time is recognized as revenue for accounting purposes, the Company has determined
that such amounts should not be included in taxable income for purposes of calculating income taxes payable. As a result of such
reevaluation, the Company successfully petitioned the Mexican government for the reimbursement of $27.9 million in income taxes
paid related to the fiscal year ended December 31, 2009, which was recorded as an income tax benefit in the year ended December
31, 2011. This resulted in an overall net income tax benefit of Ps. 24.2 million in 2011, as compared to income tax expense of
Ps. 42.7 million recorded for the year ended December 31, 2010. Although the Company generated profit before taxes in 2011, this
benefit and the related approach to calculating taxable income resulted in a negative effective tax rate in 2011 of 16%, which
represented an income tax benefit, as compared to a positive effective tax rate of 45% in 2010. In 2012, the Company expects to
continue receiving reimbursements of income tax by the Mexican government in an amount equal to approximately Ps. 29.6 million.



As a result of the foregoing, the Company
recorded a profit of Ps. 175.5 million for the year ended December 31, 2011, a significant increase when compared to a profit of
Ps. 51.2 million for the year ended December 31, 2010.



In addition, for the year ended December
31, 2011, other comprehensive income, which is comprised of foreign currency translation and net actuarial gains and losses, amounted
to Ps. 2.5 million, a slight increase compared to the Ps. 2.1 million recorded in 2010.



Liquidity and Capital Resources



The Company’s primary source of liquidity
is cash flow from operations. The Company’s operating activities provided Ps. 132.3 million in 2011 and Ps. 153.3 million
in 2010. Working capital at December 31, 2011 was Ps. 248.0 million and Ps. 184.3 million at December 31, 2010. This increase in
working capital was mainly a result of a decrease in current liabilities, which resulted from a decrease in commercial airtime
sold in advance and reduced tax liabilities as a result of certain tax benefits received related to the re-evaluation of the tax
treatment of broadcast tax.



Although cash flow from operations historically
has been sufficient to cover the Company’s working capital needs, the Company’s investment in April 2009 in a Los Angeles
radio station has resulted in increased working capital needs and the contemplated acquisition of the KXOS-FM station assets may
increase the Company’s working capital needs. On June 1, 2010, the Company borrowed Ps. 30 million under the revolving tranche
of our credit facility to meet working capital needs, which we repaid on November 9, 2010. Although the Company currently expects
to be able to meet its working capital needs in 2012 with cash flow from operations, there can be no assurances that it will not
need to borrow further amounts.



28







During 2011, the Company’s principal
use of funds, other than for operating purposes and capital expenditures was the payment of dividends in the amount of Ps. 65.0
million and the repayment of indebtedness in the principal amount of Ps. 40.0 million. During 2011, the Company invested Ps. 15.9
million in the construction of a new transmission site with digital transmission systems and state-of-the-art technology for five
FM radio stations, which commenced in October 2011. See “Business Overview—Broadcasting Operations—Investment
in Technology.”



During 2010, the Company’s principal
use of funds, other than for operating purposes and capital expenditures was the payment of dividends in the amount of Ps. 100.0
million and the repayment of indebtedness in the principal amount of Ps. 70.0 million. Grupo Radio Centro may from time to time
repurchase its outstanding equity securities if market conditions and other relevant considerations make such repurchases appropriate.



Grupo Radio Centro invests its cash balances,
generally, in short-term peso instruments, including overnight and time deposits, repurchase agreements, certificates of deposit
and commercial paper of certain Mexican issuers. The Company has not entered into any arrangements for the purpose of hedging interest
rate or currency risk.



Indebtedness



In 2006, we entered into a credit facility
with Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa for a secured peso-denominated loan
in two tranches in an aggregate principal amount equivalent to up to U.S.$ 21.0 million. As of December 31, 2011, Ps. 90 million
(or approximately U.S.$6.4 million) were outstanding under this credit facility. The first, non-revolving tranche is for a peso-denominated
amount equivalent to up to U.S.$ 14 million to be used for capital expenditures and other corporate purposes. The second, revolving
tranche is for a peso-denominated amount equivalent to up to U.S.$ 7 million to be used for working capital purposes.



On March 26, 2009, we drew down on the first
tranche, in the amount of Ps. 200 million, to finance the prepayment of the first two years of fees under the local marketing
agreement we entered into with Emmis. We are required to repay the principal amount over five years in 20 quarterly installments
beginning June 1, 2009 and make quarterly interest payments at an annual rate of 13.0% through March 18, 2010 and at 9.5% thereafter.
On June 1, 2010, we borrowed Ps. 30 million under the second tranche for working capital purposes, which we repaid on November
9, 2010.



Amounts borrowed under the credit facility
are guaranteed by several of our subsidiaries and secured by a first priority lien on substantially all of our property, including
our corporate headquarters but excluding any equipment used for broadcasting.



The credit facility will expire on June
16, 2015. The principal conditions to drawing down include that we are in compliance with our obligations under the credit facility;
there be no material adverse change resulting in a loss or liability to us equivalent to 5% or more of our total assets (as such
condition is more fully defined in the credit facility) and no material adverse change in the banking environment or international
capital markets; borrowed amounts be secured by a first priority lien on substantially all of our property; and no event of default
under the credit facility has occurred. If any of the conditions to draw down is not met or waived, we will be unable to obtain
funds under the credit facility.



The credit facility contains covenants requiring
us to maintain certain financial ratios and comply with other financial conditions that, among other things, limit our ability
to incur additional indebtedness, pay dividends, pledge assets and enter into transactions with affiliates. The financial covenants
(using terms defined in the credit facility) include an interest coverage ratio of at least 2.5 to 1, a total debt to EBITDA ratio
of no more than 3 to 1, a fixed charges coverage ratio of at least 1.75 to 1, a cash balance of at least U.S.$ 1.75 million, and
stockholders’ equity of at least Ps. 850 million.



29







We were not in compliance with the fixed
charges coverage ratio for the first and second quarters of 2010 and obtained waivers from the lender of this non-compliance for
each quarter. Since then, we have been in compliance with our financial covenants. As of December 31, 2011 our interest coverage
ratio was approximately 20.7 to 1, our total debt to EBITDA ratio was approximately 0.35 to 1, our fixed charges coverage ratio
was approximately 5.95 to 1, our cash balance was approximately U.S.$ 8.7 million, and our stockholders’ equity was approximately
Ps. 1.4 billion. If we fail to comply with any covenant under the credit facility in the future, there can be no assurance
that we will be able to obtain waivers or that the lender will not accelerate amounts due under the credit facility. If we are
unable to repay amounts due under the credit facility, the lender could proceed against the collateral securing our indebtedness.
Such events would have a material adverse effect on our business, financial condition and results of operations.



Off-Balance Sheet Arrangements



In 2011, the Company had no off-balance
sheet arrangements that have or, in the opinion of the Company, are reasonably likely to have a current or future effect on the
Company’s financial condition.



Contractual Obligations



In the table below we set forth contractual
obligations consisting of long-term debt as of December 31, 2011 and the period in which the contractual obligations come due.
The amount of our long-term debt reported in the table excludes accrued interest. The following table excludes pension obligations,
as we are not able to determine the amount and timing of our future contributions to the pension fund because these obligations
are determined annually based on actuarial calculations.



|                         |  | Payments Due by Period (as of December 31, 2011) |      
|------------------------ |  | ------------------------------------------------ | -----
|                         |  | Total                                            |      
|                         |  | (in millions of Mexican pesos)                   |      
|Contractual obligations: |  |                                                  |      
|Total debt(1)            |  | Ps.                                              | 90.0 
|Interest                 |  |                                                  | 10.1 
|Operating lease(2)       |  |                                                  | 419.7










| | (1) | Excludes interest payments and fees.
| | --- | ------------------------------------

| | (2) | Reflects future payments due under the local marketing agreement described under “– Material Contracts” below
(assuming the exercise of the call option under the Put and Call Agreement is not consummated).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 6. Directors, Senior Management and Employees



Directors



Management of the business of the Company
is vested in the board of directors and the chief executive officer. Our bylaws provide that the board of directors consist of
a minimum of seven and a maximum of 21 directors and an equal number of alternate directors. The Company’s shareholders elect
each director and alternate director by simple majority vote at the annual ordinary general meeting. Alternate directors are authorized
to serve on the board of directors in place of directors who are unable to attend meetings or otherwise participate in the activities
of the board of directors. Directors and alternate directors may be Mexican or foreign, but both the majority of directors and
the majority of alternate directors must be Mexican. A person who has acted as an external auditor of the Company or of companies
that form a part of the Company’s corporate group or consortium during the year prior to appointment may not be a director.



Of the total number of directors, and their
respective alternate directors, at least 25% must be independent directors. Independent directors may not be individuals related
to the Company, such as, among others, employees or officers of the Company, controlling shareholders, important customers, suppliers,
debtors or creditors of the Company, or their respective shareholders, directors or employees. Alternate directors only serve in
place of their respective regular directors and alternates of independent directors, must also meet the requirements for independent
directors.



30







The board of directors ordinarily consists
of 12 members; however, on January 27, 2012, one of our directors, Thomas Harold Raymond Moffet passed away and, accordingly, our
board of directors currently has 11 members. Alejandro Sepulveda de la Fuente is the secretary to the board of directors. The current
members of the board of directors were reelected at the annual shareholders meeting on April 28, 2011 for a one-year term. Their
names, positions, ages and information on their principal business activities outside Grupo Radio Centro are listed below. In addition
to the “other directorships” listed below, two Aguirre members of the board of directors, Francisco Aguirre and María
Adriana Aguirre, sit on the boards of directors of various radio stations in Mexico.



|                                 |  |                         |  |     |  | Years as |  |                                                                                     |  |                                                                                                                                                                          
|-------------------------------- |  | ----------------------- |  | --- |  | -------- |  | ----------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name                             |  | Position                |  | Age |  | director |  | Principal occupation                                                                |  | Other directorships                                                                                                                                                      
|Francisco Aguirre G.             |  | Chairman                |  | 70  |  | 12       |  | Private investor                                                                    |  | Chairman of the board of Grupo Radio México, S.A. de C.V.                                                                                                                
|                                 |  |                         |  |     |  |          |  |                                                                                     |  |                                                                                                                                                                          
|María Esther Aguirre G.          |  | First Vice Chairperson  |  | 72  |  | 12       |  | Private investor                                                                    |  | –                                                                                                                                                                        
|                                 |  |                         |  |     |  |          |  |                                                                                     |  |                                                                                                                                                                          
|María Adriana Aguirre G.         |  | Second Vice Chairperson |  | 65  |  | 12       |  | Private investor                                                                    |  | –                                                                                                                                                                        
|                                 |  |                         |  |     |  |          |  |                                                                                     |  |                                                                                                                                                                          
|Ana María Aguirre G.             |  | Director                |  | 67  |  | 41       |  | Private investor                                                                    |  | –                                                                                                                                                                        
|                                 |  |                         |  |     |  |          |  |                                                                                     |  |                                                                                                                                                                          
|Carlos Aguirre G.                |  | Director                |  | 57  |  | 12       |  | Chief Executive Officer of Grupo Radio Centro                                       |  | –                                                                                                                                                                        
|                                 |  |                         |  |     |  |          |  |                                                                                     |  |                                                                                                                                                                          
|Rafael Aguirre G.                |  | Director                |  | 54  |  | 19       |  | Private investor                                                                    |  | Director of the Quintana Roo branch of HSBC México, S.A. (formerly Banco Internacional, S.A.); Director of the Yucatan Peninsula branch of Banco Nacional de México, S.A.
|                                 |  |                         |  |     |  |          |  |                                                                                     |  |                                                                                                                                                                          
|José Manuel Aguirre G.           |  | Director                |  | 50  |  | 12       |  | Real estate investor                                                                |  | –                                                                                                                                                                        
|                                 |  |                         |  |     |  |          |  |                                                                                     |  |                                                                                                                                                                          
|Pedro Beltrán N.                 |  | Director                |  | 68  |  | 10       |  | Finance & Administrative Director and Chief Financial Officer of Grupo Radio Centro |  | –                                                                                                                                                                        
|                                 |  |                         |  |     |  |          |  |                                                                                     |  |                                                                                                                                                                          
|Luis Alfonso Cervantes Muñiz     |  | Director                |  | 56  |  | 7        |  | Attorney                                                                            |  | –                                                                                                                                                                        
|                                 |  |                         |  |     |  |          |  |                                                                                     |  |                                                                                                                                                                          
|Gustavo Gabriel Llamas Monjardín |  | Director                |  | 49  |  | 7        |  | Public accountant                                                                   |  | –                                                                                                                                                                        
|                                 |  |                         |  |     |  |          |  |                                                                                     |  |                                                                                                                                                                          
|Luis Manuel de la Fuente Baca    |  | Director                |  | 66  |  | 12       |  | Financial advisor                                                                   |  | –                                                                                                                                                                        





Francisco Aguirre G., María Adriana
Aguirre G., María Esther Aguirre G., Ana María Aguirre G., Carlos Aguirre G., Rafael Aguirre G. and José Manuel
Aguirre G. are siblings. Until she passed away on June 23, 2008, their mother María Esther G. de Aguirre was the honorary
chairperson of the board of directors of the Company.



Francisco Aguirre G., María Esther
Aguirre G., María Adriana Aguirre G., Ana María Aguirre G., Carlos Aguirre G., Rafael Aguirre G. and José
Manuel Aguirre G. are shareholders of the Company. Pedro Beltrán N. is an employee of the Company and Luis Alfonso Cervantes
Muñiz is an advisor to affiliates of the Company. Gustavo Gabriel Llamas Monjardín and Luis de la Fuente Baca are
independent directors, as defined under the Mexican Securities Market Law. Thomas Harold Raymond Moffet was an independent director
as well and, at our next shareholders’ meeting a new independent director shall be appointed to replace Mr. Moffet on the
board of directors and on all of the committees (audit and corporate practices) on which he served.



31







The Company’s bylaws provide that
the board of directors shall meet at least four times during each fiscal year. Each of the chairman of the board of directors,
the chairman of the Audit Committee, the chairman of the Corporate Practices Committee or at least 25% of the members of the board
of directors is entitled to call a meeting of the Board and to include items in the agenda for each meeting.



The bylaws provide that holders of Series
A Shares representing 10% of the capital stock of the Company shall be entitled to appoint one regular member of the board of directors
and such member’s alternate.



The bylaws also provide that the board of
directors shall present to the shareholders at the annual shareholders meeting (i) the report on the transactions and activities
in which it has been involved in accordance with the Mexican Securities Market Law, (ii) the report on the main accounting and
information policies and criteria employed in the preparation of financial information, (iii) the reports prepared by the chairpersons
of the Audit Committee and the Corporate Practices Committee and (iv) the report prepared by the chief executive officer together
with the external auditors’ report. The board of directors shall also present its opinion on the content of the report prepared
by the chief executive officer.



The bylaws of the Company were amended on
April 22, 2005 to provide that, independently and without prejudice to the exercise of the powers granted to the board of directors
pursuant to Mexican law, the board of directors is entitled to grant or delegate in favor of the Audit Committee those powers that
it deems necessary or convenient to comply with the legal and regulatory provisions applicable to the Company, as well as to determine
the rules pursuant to which the Audit Committee shall exercise such powers, including the right to revoke or modify them.



The bylaws of the Company were further amended
on July 31, 2006 to meet the requirements of the Mexican Securities Market Law. The amendments granted the board of directors and
the Audit Committee greater authority and provided for the creation of the Corporate Practices Committee. The amendments to the
bylaws also increased the authority that the board of directors may exert over the Company’s accounting, auditing and internal
control. With prior favorable opinion from the Audit Committee, the board of directors may approve the Company’s financial
statements, internal control and audit guidelines and accounting policies.



Executive Committee



The Company’s bylaws provide that
at an ordinary general meeting, the shareholders may elect, by simple majority vote, an Executive Committee of five to seven members
from among the Company’s directors or alternate directors elected or designated at such shareholders meeting. The bylaws
of the Company provide that the Executive Committee’s operations are subject to the same rules applicable to the operation
of the board of directors. Alternate Executive Committee members are authorized to serve on the Executive Committee in place of
members who are unable to attend meetings or otherwise participate in the activities of the Executive Committee.



The current members of the Executive Committee
are José Manuel Aguirre G. (chairman), Carlos Aguirre G. (vice-chairman), Ana María Aguirre G., María Esther
Aguirre G., María Adriana Aguirre G., Rafael Aguirre G. and Francisco Aguirre G.



Audit Committee



The Audit Committee consists of Gustavo
Gabriel Llamas Monjardín and Luis Manuel de la Fuente Baca (chairman). Thomas Harold Raymond Moffet was a member of our
Audit Committee. All of the members of the Audit Committee also serve on the Company’s board of directors. The shareholders
ratified the appointment of these members to the Audit Committee and Mr. de la Fuente Baca’s appointment as committee chairman
at the annual shareholders’ meeting held on April 28, 2011. As required by our bylaws and applicable law, all members of
the Audit Committee are independent, as defined under Mexican Securities Market Law and Rule 10A-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). See Item 16A, “Audit Committee Financial Expert.” In order
for a meeting of the Audit Committee to be valid, the majority of its members must be present, and the Audit Committee must adopt
resolutions by majority vote.



32







The chairman of the Audit Committee may
not also be the chair of the board of directors and is appointed and removed exclusively through a majority vote of the shareholders.
The shareholders base their decision on the experience, ability and professional prestige of the appointee. The chairman of the
Committee must submit an annual report on the activities of the Audit Committee to the board of directors.



The Audit Committee is responsible for assisting
the Board in overseeing the activities of the Company. The members evaluate the performance, opinions and reports of the external
auditor. In addition, the Audit Committee is responsible for regulation within the Company. The Audit Committee investigates possible
violations of internal guidelines and also verifies the establishment of internal controls and the filing of related information.
Additionally, the Audit Committee renders an opinion on the report regarding the financial information and results of operations
of the Company, which is filed by the chief executive officer, and provides further information concerning that report to the board
of directors.



The Audit Committee further assists the
board of directors in oversight activities by requesting periodic meetings with executive officers. The Audit Committee also monitors
the filing of information related to the internal control systems and internal audits of the Company and is responsible for preparing
an opinion on the report filed by the chief executive officer. Additionally, the Audit Committee is responsible for verifying that
the chief executive officer abides by the resolutions adopted in shareholder meetings and by the board of directors.



Corporate Practices Committee



The Corporate Practices Committee consists
of Gustavo Gabriel Llamas Monjardín and Luis Manuel de la Fuente Baca, with Mr. de la Fuente Baca (chairman). Thomas Harold
Raymond Moffet was a member of this committee. All of the members of the Corporate Practices Committee also serve on the Company’s
board of directors. The shareholders ratified the appointment of these members to the Corporate Practices Committee and Mr. de
la Fuente Baca’s appointment as committee chairman at the annual shareholders’ meeting held on April 28, 2011. As required
by our bylaws and applicable law, all members are independent, as defined by the Mexican Securities Market Law and Rule 10A-3 of
the Exchange Act. In order for a meeting of the Corporate Practices Committee to be valid, the majority of its members must be
present, and the Corporate Practices Committee must adopt resolutions by majority vote.



In accordance with the Securities Market
Law, the Corporate Practices Committee is responsible for rendering opinions to the board of directors and requesting the opinions
of independent experts if the Corporate Practices Committee considers it necessary. The Corporate Practices Committee assists the
board of directors in generating reports on the main accounting policies and the criteria used to prepare the financial statements
of the Company. The Corporate Practices Committee also reports on the transactions and activities of the Company in which the board
of directors intervened. The Corporate Practices Committee may call shareholders’ meetings and contribute items to the agenda
when needed.



The chairman of the Corporate Practices
Committee must submit an annual report on the activities of the Corporate Practices Committee to the board of directors. This report
includes information regarding related party transactions, waivers granted and the performance and compensation of the Company’s
executive officers.



33









Executive Officers



The executive officers
of Grupo Radio Centro are as follows:



|                          |  |                                                               |  | Years as |  | Years of
|------------------------- |  | ------------------------------------------------------------- |  | -------- |  | --------
|Name                      |  | Position                                                      |  | officer  |  | service 
|Carlos Aguirre G.         |  | Chief Executive Officer                                       |  | 33       |  | 38      
|Pedro Beltrán N.          |  | Finance & Administrative Director and Chief Financial Officer |  | 26       |  | 26      
|Arturo Yáñez F.           |  | Auditing Director                                             |  | 28       |  | 28      
|Sergio González L.        |  | Operations Director                                           |  | 28       |  | 28      
|Luis Cepero A.            |  | Audio Engineering Director                                    |  | 29       |  | 51      
|Eduardo Stevens A.        |  | Transmission Engineering Director                             |  | 22       |  | 32      
|Gonzalo Yáñez V.          |  | Marketing Director                                            |  | 12       |  | 15      
|Rodolfo Nava C.           |  | Treasurer and Financial Information Manager                   |  | 12       |  | 26      
|Alvaro Fajardo de la Mora |  | General Counsel                                               |  | 27       |  | 27      
|Luis Miguel Carrasco N.   |  | Commercial Director                                           |  | 14       |  | 19      
|Alfredo Azpeitia Mera     |  | Investor Relations Manager                                    |  | 19       |  | 23      



Compensation



For the year ended December 31, 2011, the
aggregate compensation for the executive officers of the Company paid or accrued in that year for services in all capacities was
Ps. 24.1 million, of which approximately Ps. 6.7 million was paid in the form of bonus compensation. The bonus compensation
amounts were determined based on various factors, including quarterly financial results and station ratings and rankings.



The total of payments to Executive Committee
members for attendance at Executive Committee meetings during 2011 was Ps. 22.6 million. The total of payments to directors
for attendance at board of director meetings during 2011 was Ps. 0.2 million. The total payments to Audit Committee members
for attendance at Audit Committee meetings during 2011 was Ps. 0.7 million.



Board Practices



None of the directors have entered into
a service contract with the Company that provides for benefits upon termination of employment or expiration of their membership
on the board of directors of the Company.



Employees



At December 31, 2011, Grupo Radio Centro
employed a total of 461 full-time employees, fewer than halfof whom are members of the Sindicato de Trabajadores de
la Industria de Radio y Televisión, Similares y Conexos de la República Mexicana (Radio and Telecommunications
Workers Union, or the “Union”). The Company employed a total of 467 full-time employees at December 31, 2010 and a
total of 481 full-time employees at December 31, 2009. Grupo Radio Centro also employs a varying number of temporary employees.
During 2011, the Company employed an average of 114 temporary employees. All employees of Grupo Radio Centro work in Mexico City.



Negotiations with Union employees are conducted
at the industry level pursuant to a national contract (the “Contrato Ley”) that is administered by the Union
and that provides for general employment terms applicable to all Union employees, although particular enterprises within the radio
broadcasting industry may negotiate separate contractual arrangements with the Union if exceptions from the Contrato Ley
are desired. All of Grupo Radio Centro’s current contractual relations with Union employees are pursuant to the stated terms
of the Contrato Ley. The current Contrato Ley was renewed on February 1, 2010; however, salary increases are implemented
annually. On February 1, 2012, the Company and the Union agreed to a 4.7% increase in salaries. Relations between Grupo
Radio Centro, its workers and the Union have historically been good; there have been no material disputes between any of the radio
broadcasting subsidiaries of Grupo Radio Centro and any of their employees since the founding of Grupo Radio Centro.



34









Share Ownership



As of December 31, 2011, the Aguirre members
of the board of directors had beneficial ownership, through a Mexican trust through which they hold Series A Shares, of 84,064,946
Series A Shares of the Company, representing 51.6% of the outstanding Series A Shares. See Item 7, “Major Shareholders and
Related Party Transactions—Major Shareholders.”



None of the Company’s other directors
or officers is the beneficial owner of more than 1% of the Company’s outstanding capital stock.



Item 7. Major Shareholders and Related Party Transactions



Major Shareholders



The Company was incorporated as Técnica
de Desarrollo Publicitario, S.A. de C.V. on June 8, 1971, with its principal shareholders being members of the Aguirre family.
The Company has undergone several changes in nominal ownership, but ultimate control has always resided with the Aguirre family.



On June 3, 1998, all of the Series A Shares
and CPOs owned by the Aguirre family, which had been held in a trust established by the Aguirre family in 1992 (the “Old
Controlling Trust”), were divided into two trusts (the Old Controlling Trust and the “New Controlling Trust”
and, together, the “Controlling Trusts”). Before the division, 50% of the Series A Shares and CPOs of the Company held
by the Old Controlling Trust was held for the benefit of María Esther G. de Aguirre, with the remainder divided equally
among her children. Simultaneously with the division, María Esther G. de Aguirre acquired a 50% interest in each of the
Controlling Trusts and transferred those interests to her children in equal parts, but reserved her rights to vote and receive
dividends in respect of the Series A Shares and CPOs previously held for her benefit (the “reserved rights”).



On May 25, 1999, four members of the Aguirre
family made a gift of their interests in the Company’s Series A Shares and CPOs held by the Controlling Trusts to María
Esther G. de Aguirre. On the same date, the Aguirre family amended the terms of the Controlling Trusts to transfer, on such date,
the reserved rights held by María Esther G. de Aguirre to her children in equal parts and to transfer, upon the occurrence
of certain events, the trust interests gifted to her by her four children to her seven other children—María Esther
Aguirre G., Francisco Aguirre G., María Adriana Aguirre G., Ana María Aguirre G., Carlos Aguirre G., Rafael Aguirre
G. and José Manuel Aguirre G.



On April 5, 2000, María Esther G.
de Aguirre made a gift of her approximate 36% interest in the Controlling Trusts to her seven children holding interests in such
trusts. Following this gift and an amendment of the terms of the Controlling Trusts to remove María Esther G. de Aguirre
as grantor and beneficiary, those seven children owned, in equal parts, 100% of the interests in the Controlling Trusts. In 2003,
all CPOs held by the Controlling Trusts were converted to Series A Shares.



In 2007, the Controlling Trusts were amended
to change the trustee and consolidate the Controlling Trusts. Pursuant to agreements dated June 15, 2007, Bancomer, S.A. was replaced
with Banco IXE S.A. as trustee of each Controlling Trust. Pursuant to an agreement dated June 18, 2007, the New Controlling Trust
was dissolved and all of its assets were transferred to the Old Controlling Trust (now referred to simply as the “Trust”).
The same seven members of the Aguirre family continue to own, in equal parts, 100% of the interests in the Trust. Under the terms
of the Trust, the Series A Shares held by the Trust are ordinarily voted as directed by a majority of the beneficiaries of the
Trust.



35







The following table sets forth certain information
regarding the beneficial ownership of Series A Shares by beneficial holders of more than 5% of the outstanding Series A Shares
as of April 16, 2012.



|                         |  |                    |            |        | Percentage of | 
|------------------------ |  | ------------------ | ---------- | ------ | ------------- | 
|                         |  | Series A Shares    |            |        | Series A      | 
|Name of Person or Group  |  | Beneficially Owned |            |        | Shares(1)     | 
|The Trust                |  |                    | 84,064,946 |        |               | 
|María Esther Aguirre G.  |  |                    | 84,064,946 | (2)    |               | 
|Francisco Aguirre G.     |  |                    | 84,064,946 | (2)    |               | 
|María Adriana Aguirre G. |  |                    | 84,064,946 | (2)    |               | 
|Ana María Aguirre G.     |  |                    | 84,098,246 | (2)(3) |               | 
|Carlos Aguirre G.        |  |                    | 84,088,346 | (2)(4) |               | 
|Rafael Aguirre G         |  |                    | 84,064,946 | (2)    |               | 
|José Manuel Aguirre G.   |  |                    | 84,064,946 | (2)    |               | 










| | (1) | Percentages are based on 162,724,561 Series A Shares issued and outstanding as of April 16, 2012.
| | --- | -------------------------------------------------------------------------------------------------

| | (2) | All Series A Shares beneficially owned by the Trust (the “Family Shares”) are held for the benefit of the Aguirre
Family and are deemed to be beneficially owned by each member of the Aguirre Family, each of whom is deemed to share power to vote
or dispose, or direct the vote or disposition of, the Family Shares as a member of the Technical Committee of the Trust.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes 33,300 Series A Shares beneficially owned by Ana María Aguirre G. in addition to Family Shares.
| | --- | --------------------------------------------------------------------------------------------------------



| | (4) | Includes 2,600 ADSs beneficially owned by Carlos G. Aguirre in addition to Family Shares.
| | --- | -----------------------------------------------------------------------------------------



The voting rights of the holders of Series
A Shares not held in the form of CPOs or ADSs are identical.



The bylaws of the Company prohibit the ownership
of Series A Shares by persons who do not qualify as Mexican investors. See Item 10, “Additional Information—Bylaws
and Mexican Law—Limitations Affecting Non-Mexican Holders—Share Ownership.” At April 16, 2012, to the best knowledge
of the Company, approximately 2.8% of the outstanding Series A Shares was represented by ADSs. It is not practical for the Company
to determine the number of U.S. holders of CPOs or ADSs, the portion of each class of securities held in Mexico or the number of
record holders in Mexico.



Related Party Transactions



The Company engages in a variety of transactions
with affiliates. Pursuant to the Company’s bylaws, the operating rules of the board of directors and Mexican law, the Corporate
Practices Committee of Company’s board of directors must express an opinion on, and the Company’s board of directors
has exclusive power to approve, any transaction with a related party unless the transaction (i) is considered to be not material
based on the value of the transaction; (ii) is entered into with a controlled entity, provided that such a transaction is either
in the ordinary course of the Company’s business and carried out at market price or supported in valuations prepared by external
experts; or (iii) is entered into with employees, provided that the transaction is conducted under the same conditions as it would
be for a client or as a result of general labor benefits.



Investment in GRC-LA; Acquisition of
KXOS-FM Station Assets



On May 13, 2009, certain members of the
Aguirre family acquired a 49% equity stake in Grupo Radio Centro LA, LLC, a wholly-owned subsidiary of the Company formed to provide
programming to KXOS-FM pursuant to the local marketing agreement with Emmis Communications Corporation (which we refer to as “Emmis”).
In exchange for their 49% equity stake, the Aguirre family members agreed to be responsible for 49% of the cost of the Company’s
investment. On February 26, 2010, the Company undertook a capital reduction of Grupo Radio Centro LA, LLC by returning U.S.$
1.47 million in capital contributions to certain members of the Aguirre family, which was the same amount initially invested
by them. As a result of the capital reduction, the Company is the sole shareholder of Grupo Radio Centro LA, LLC.



As described under “—Material
Contracts” below, the Company has entered into an amendment to the call and put option agreement with Emmis that effectively
gives certain qualified designees of the Company, which are entities controlled by certain children of certain members of the Aguirre
family who are U.S. citizens, the right to purchase the KXOS-FM station assets. The Company and the children of the members of
the Aguirre family are currently negotiating the governance and economic arrangements that would be implemented following the consummation
of the acquisition of the KXOS-FM station assets by the qualified designees of the Company.



36







Family Control of OIR Network Affiliates



In addition to their ownership interest
in the Company, members of the Aguirre family owned or controlled 11 of the 127 affiliates in the network serviced by OIR at December
31, 2011. Affiliated stations owned or controlled by members of the Aguirre family accounted for approximately 10.0% of OIR revenue
(or 0.03% of the Company’s total broadcasting revenue) for 2011 (excluding revenue from our operations in the United States),
and 7.4% of OIR revenue (or 0.2% of the Company’s total broadcasting revenue) for 2010. The Company has provided administrative
and other services to such family-owned stations in the OIR network and under certain circumstances has provided commercial airtime
to related parties, on terms that are more favorable than those provided to unrelated parties. The Company does not believe that
such transactions have been material.



Service Contract



On January 5, 2000, Grupo Radio Centro entered
into a contract with an entity owned by Francisco Aguirre G., chairman of the board of directors of the Company, for an indefinite
term pursuant to which this entity is compensated for consulting services and the sale of airtime provided to the Company by Mr.
Aguirre. The Company incurred expenses under this contract totaling Ps. 4.7 million in 2011 and Ps. 4.0 million in 2010.



Sale of Goods and Services



The Company makes available to employees,
including key management personnel, and directors and directors’ family members goods and services obtained by the Company
in barter transactions. These goods and services are offered to executive officers and directors at discounts that are comparable
to the discounts offered to the Company’s employees. The Company received a total of Ps. 4.3 million in 2011 and Ps. 3.8
million in 2010 from executive officers and directors and their families in connection with these transactions. See Note 23.1 to
the Consolidated Financial Statements.



Attention to Aguirre Family Matters



Carlos Aguirre G., the Chief Executive Officer,
Pedro Beltrán, the Chief Financial Officer, and Alvaro Fajardo, the General Counsel, have spent a portion of their time
on Aguirre family matters for which the Company has not been separately compensated.



Item 8. Financial Information



Consolidated Financial Statements



See Item 18, “Financial Statements”
and pages F-1 through F-52.



Other Financial Information



Legal and Arbitration Proceedings



Through a series of transactions effected
in 1995 and 1996, the Company acquired five radio stations owned by Radiodifusión RED, S.A., as well as the exclusive radio
broadcasting rights to Monitor, a news and talk radio program. On December 23, 1998, the Company entered into an agreement with
Infored and Mr. Gutiérrez Vivó, the principal anchor of Monitor, pursuant to which they would provide the Company
with original news programs and special-event productions until 2015 (the “Infored Agreement”). The Infored Agreement
provided that Mr. Gutiérrez Vivó would continue as Monitor’s host until at least the end of 2003.



37







In May 2002, Mr. Gutiérrez Vivó
and Infored initiated an arbitration proceeding pursuant to which they sought rescission of the Infored Agreement and damages.
On March 1, 2004, the International Chamber of Commerce, or the ICC, notified the Company that, by majority vote of two of the
three arbitrators, the ICC panel held that the Company was in breach of its contract with Infored and Mr. Gutiérrez
Vivó. As a result, the contract was rescinded and Infored and Mr. Gutiérrez Vivó together were awarded a total
of U.S.$ 21.1 million in damages, which represents the amount the Company would be required to pay under the contract after taking
into account prepayments made by the Company. The Company challenged the validity of this decision in the Mexican courts and, on
November 11, 2004, Civil Judge 63 of the Federal District Superior Tribunal of Justice, set aside the arbitration award. Infored
and Mr. Gutiérrez Vivó initiated an amparo, which is a type of proceeding used to challenge the legality of
a decision under Mexican law, in November 2004. On August 11, 2005, District Judge 6 of Civil Matters granted Infored and Mr. Gutiérrez
Vivó an amparo, in effect overturning the November 2004 decision. On August 25, 2005, the Company challenged District
Judge 6’s ruling in a proceeding before the Federal District’s Thirteenth Circuit Court of Civil Matters. On June 16,
2006, the Federal District’s Thirteenth Circuit Court of Civil Matters ratified the decision of the Civil Judge 63 of the
Federal District Superior Tribunal of Justice to set aside the arbitration award and refused to enforce the arbitration award in
Mexico.



Following an appeal by Infored and Mr. Gutiérrez
Vivó, on January 30, 2007, the Mexican Supreme Court (Suprema Corte de Justicia de la Nación), in a 5 to 4
decision based on procedural grounds, reversed the Federal District’s Thirteenth Circuit Court of Civil Matters’ decision
that had ratified a lower court’s decision to set aside the arbitration award. The Supreme Court remanded the case to the
Thirteenth Circuit Court, instructing the court to reexamine the matter under different procedural rules, which required the court
to review the merits of the case. On June 12, 2008, the Thirteenth Circuit Court reversed its prior decision, granted the amparoof Infored and Mr. Gutiérrez Vivó, denied the amparoof the Company, and remanded the case to Civil Judge
63 of the Federal District Superior Tribunal of Justice. On July 11, 2008, Civil Judge 63 of the Federal District Superior Tribunal
of Justice ruled that the decision that set aside the arbitration award was valid. The July 2008 decision of Civil Judge 63 of
the Federal District Superior Tribunal of Justice did not constitute an order to pay the arbitration award, the enforcement of
which remains subject to lower court review.



In August 2008, the Company challenged the
arbitration award as unconstitutional in an amparo filed with District Judge 6 of Civil Matters. District Judge 6 of Civil
Matters dismissed the amparo based on procedural grounds. The Company challenged this action before the Thirteenth Circuit
Court, and in February 2009, that court ruled the Company’s amparo was admissible and remanded it to District Judge
6 of Civil Matters. In April 2009, District Judge 6 of Civil Matters granted the Company’s amparo, in part, but dismissed
the amparo with respect to the Company’s challenge of the constitutionality of certain provisions of the Mexican commercial
code. The Company then appealed this dismissal to the Thirteenth Circuit Court in July 2009, which in turn referred the constitutional
question to the Mexican Supreme Court. In September 2010, the Mexican Supreme Court concluded that the disputed commercial code
provisions are constitutional, thus denying the Company’s amparo in which it sought to challenge the arbitration award
as unconstitutional. The Company believes that enforcement of the arbitration award remains subject to lower court proceedings.
In May 2011, Infored and Mr. Gutiérrez Vivó requested that Civil Judge 63 of the Federal District Superior Tribunal
of Justice enforce the arbitration award pursuant to a motion for summary judgment. This request was rejected by Civil Judge 63
and Mr. Gutiérrez Vivó and Infored filed an amparo, which was denied on November 10, 2011, with Civil Judge
6 to challenge this ruling. Infored and Mr. Gutiérrez Vivó are appealing the ruling of Civil Judge 63, and the decision
on this appeal is pending.



The Company plans to continue to challenge
the validity of the arbitration award in the Mexican courts. Although the Company believes it has merits to achieve a favorable
outcome, if the Company is ultimately unsuccessful in challenging the enforcement of the arbitration award in Mexico, it will be
required to finance any amounts due. See Item 5, “Operating and Financial Review and Prospects—Liquidity and Capital
Resources.” The Company’s ability to obtain financing is subject to various factors, including general market
conditions, the Company’s financial condition and results of operations and the fact that the Company has pledged substantially
all of its assets under its outstanding indebtedness. Accordingly, the Company may not be able to obtain financing in a timely
manner, or on acceptable terms, or at all. If the Company incurs additional indebtedness or it is unable to obtain financing when
needed, the Company’s financial condition and results of operations may be materially and adversely affected.



38







The Company is involved in various other
legal proceedings related to the Infored and Gutiérrez Vivó transaction. In 2004, the Company and a subsidiary, along
with four minority shareholders, initiated two lawsuits against Mr. Gutiérrez Vivó and Ms. María Ivonne Gutiérrez
Vivó to seek rescission of the stock purchase agreement entered into as an “accessory contract” to the Infored
Agreement. One case pertains to the shares of the licensee of the radio station formerly known as XEJP-AM (now XENET-AM), and the
other case pertains to the shares of the licensee of the radio station formerly known as XEFAJ-AM (now XEINFO-AM).



In addition, in 2008, Mr. Gutiérrez
Vivó and Infored initiated additional claims against the Company for alleged violations of labor law in connection with
the Infored Agreement. In 2009, Mr. Gutiérrez Vivó and Infored initiated a civil lawsuit against the Company and
individual members of the Aguirre family, seeking consequential damages in an amount of approximately Ps. 9.46 billion arising
out of the Company’s alleged wrongful failure to pay the arbitration award. The lower court dismissed both claims, however,
the ruling did not provide that Mr. Gutiérrez Vivó and Infored would pay the Company’s costs expenses related
to this lawsuit. The lower court ruling was appealed by Mr. Gutiérrez Vivó and Infored and by the Company. The Company
is only challenging the award on cost and expenses. The Company’s management believes that these cases will be ultimately
resolved in favor of the Company.



As of December 31, 2011, the Company was
also involved in a variety of labor claims initiated by former employees between 2000 and 2004 seeking an aggregate amount of approximately
Ps. 30.5 million. The Company did not record a provision for these claims as of December 31, 2011, as the Company’s management
believed that the cases would be resolved in favor of the Company.



Other than proceedings related to labor
claims and proceedings related to the arbitration with Infored described above, neither the Company nor any of its subsidiaries
is currently engaged in any material litigation or arbitration, and no material litigation or claim is known to the Company to
be pending or threatened against the Company or any of its subsidiaries.



Dividend Policy



The table below sets forth each of the dividends
paid by the Company for the years ended December 31, 2008, 2009 and 2010, together with per-Series A Share (in nominal pesos and
U.S. dollars) and per-ADS amounts translated into U.S. dollars at the exchange rate in effect on each of the respective payment
dates.



|                   |  | Fiscal     |  |                     |             |  |              |  |      |                   |  |  |                   | 
|------------------ |  | ---------- |  | ------------------- | ----------- |  | ------------ |  | ---- | ----------------- |  |  | ----------------- | 
|                   |  | Year with  |  |                     |             |  | Dividend     |  |      |                   |  |  |                   | 
|                   |  | Respect to |  |                     |             |  | Per Series A |  |      |                   |  |  |                   | 
|                   |  | which      |  | Aggregate Amount of |             |  | Share        |  |      | Dividend Per      |  |  | Dividend Per      | 
|                   |  | Dividend   |  | Dividend Paid       |             |  | (Nominal     |  |      | Series A Share    |  |  | ADS               | 
|Date Dividend Paid |  | Paid       |  | (Nominal Pesos)     |             |  | Pesos)       |  |      | (U.S. dollars)(1) |  |  | (U.S. dollars)(1) | 
|April 13, 2009     |  | 2008       |  | Ps.                 | 100,000,000 |  |              |  | 0.61 |                   |  |  | 0.04              | 
|March 24, 2010     |  | 2009       |  | Ps.                 | 100,000,000 |  |              |  | 0.61 |                   |  |  | 0.05              | 
|August 22, 2011    |  | 2010       |  | Ps.                 | 65,000,000  |  |              |  | 0.40 |                   |  |  | 0.03              | 










| | (1) | Per Series A Share and ADS amounts are calculated based on number of shares outstanding on the date of payment of the dividend.
ADS are comprised of nine CPOs, each CPO representing one Series A Share.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Peso amounts have been translated to U.S. dollar amounts at the exchange rate for pesos on the date of payment of the dividend,
as published by the Central Bank of Mexico.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The amount of future dividends will depend
upon Grupo Radio Centro’s operating results, financial condition and capital requirements and upon general business conditions.
The declaration, amount and payment of dividends are determined by a majority vote of the holders of the Series A Shares, generally
upon the recommendation of the Company’s board of directors. Depending on the Company's financial position and compliance
with the covenants in its credit facility, the Company may declare dividends in the future. See Item 10, “Additional Information—Bylaws
and Mexican Law—Dividends.”



39









Item 9. The Offer and Listing



Since July 1, 1993, the CPOs have been listed
on the Mexican Stock Exchange and the ADSs have been listed on the NYSE. The ADSs have been issued by the Depositary. Each ADS
represents nine CPOs. Each CPO represents a financial interest in one Series A Share.



The CPOs were originally issued by Nacional
Financiera, S.N.C., Institución de Banca de Desarrollo, Dirección Fiduciaria (“Nafin”) as trustee for
the trust (the “CPO Trust”) created by the trust agreement, dated May 24, 1993, as amended, among the Old Controlling
Trust and the Company, as grantors, and Nafin, as CPO trustee. At a general meeting of the Company’s shareholders on April
25, 2003 and a general meeting of the CPO holders on May 19, 2003, the shareholders and CPO holders approved several amendments
to the CPO Trust. On June 27, 2003, the parties to the CPO Trust agreement entered into an amended and restated CPO Trust agreement
(the “Amended CPO Trust Agreement”), reflecting those amendments, including the following:



| | · | Nafin was replaced as the CPO trustee by GE Capital Bank, S.A., Institución de Banca Múltiple, GE Capital Grupo
Financiero, División Fiduciaria, as successor trustee for the CPO Trust (the “CPO Trustee”).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The term of the CPO Trust was extended 20 years until June 29, 2023 (which term may be further extended).
| | - | ---------------------------------------------------------------------------------------------------------



| | · | On June 30, 2003, all CPOs held by holders that qualified as Mexican investors, as defined in the Company’s bylaws (see
Item 10, “Additional Information—Bylaws and Mexican Law––Limitations Affecting Non-Mexican Holders”),
were exchanged for Series A Shares held in the CPO Trust. As of June 30, 2003, qualifying Mexican investors held Series A Shares
and no longer held CPOs. Non-Mexican holders of CPOs as of June 30, 2003 continued to hold CPOs and, as holders of CPOs, are not
entitled to withdraw the Series A Shares held in the CPO Trust.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In connection with the Amended CPO Trust,
the Series A Shares commenced trading on the Mexican Stock Exchange under the symbol “RCENTRO.A” on June 30, 2003.
The Series A Share listing is deemed to include the CPOs, such that the Series A Share trading line will reflect trading of both
Series A Shares and CPOs.



Holders of CPOs are able to sell their CPOs
(i) to a non-Mexican investor, in which event the non-Mexican investor would receive such CPOs, or (ii) to a Mexican investor,
in which event the Mexican investor would receive the Series A Shares underlying such CPOs, directly or by keeping them deposited
at an account at Indeval, maintained by such investor or by an authorized institution. Indeval, or S.D. Indeval, S.A. de C.V.,
Institución para el Depósito de Valores, is a privately owned securities depositary that acts as a clearinghouse
for Mexican Stock Exchange transactions.



The 2003 amendments to the CPO Trust did
not affect the rights or interests of holders of ADSs.



On April 6, 2010 GE Money Bank, S.A., Institución
de Banca Múltiple, GE Capital Grupo Financiero (formerly GE Capital Bank, S.A.) was replaced as CPO Trustee of the CPO Trust,
by Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, División Fiduciaria (“Multiva”),
as a result of the divesture by GE Money of its managing trust portfolio, which included the Trust. Multiva assumed the position
of CPO Trustee under the Trust.



40









Price History



The following table sets forth, for the
periods indicated, the reported high and low sale prices for the Series A Shares and the CPOs on the Mexican Stock Exchange (on
a nominal basis) and the reported high and low sale prices for the ADSs on the NYSE.



|                       |  | Mexican              |       |  | New York          | 
|---------------------- |  | -------------------- | ----- |  | ----------------- | 
|                       |  | Stock Exchange       |       |  | Stock Exchange    | 
|                       |  | Amounts per Series A |       |  | Amounts per ADS   | 
|                       |  | Share and per CPO    |       |  | (in U.S. dollars) | 
|                       |  | (in nominal pesos)   |       |  |                   | 
|                       |  | High                 |       |  | Low               | 
|                       |  |                      |       |  |                   | 
|2007                   |  |                      | 18.95 |  |                   | 
|2008                   |  |                      | 16.00 |  |                   | 
|2009                   |  |                      | 14.10 |  |                   | 
|2010                   |  |                      | 14.50 |  |                   | 
|First quarter          |  |                      | 14.00 |  |                   | 
|Second quarter         |  |                      | 12.00 |  |                   | 
|Third quarter          |  |                      | 11.70 |  |                   | 
|Fourth quarter         |  |                      | 14.50 |  |                   | 
|2011                   |  |                      | 16.00 |  |                   | 
|First quarter          |  |                      | 16.00 |  |                   | 
|Second quarter         |  |                      | 14.59 |  |                   | 
|Third quarter          |  |                      | 12.00 |  |                   | 
|Fourth quarter         |  |                      | 13.60 |  |                   | 
|Most Recent Six Months |  |                      |       |  |                   | 
|October 2011           |  |                      | 14.36 |  |                   | 
|November 2011          |  |                      | 12.00 |  |                   | 
|December 2011          |  |                      | 13.61 |  |                   | 
|January 2012           |  |                      | 14.00 |  |                   | 
|February 2012          |  |                      | 13.50 |  |                   | 
|March 2012             |  |                      | 14.00 |  |                   | 



Trading on the Mexican Stock Exchange



The Mexican Stock Exchange, located in Mexico
City, is the only stock exchange in Mexico. Founded in 1907, it is organized as a corporation whose shares are currently held by
brokerage firms that are exclusively authorized to trade on the Exchange. Trading on the Mexican Stock Exchange takes place through
the Sentra automated system; the Exchange’s opening and closing times are fixed so that the Exchange’s trading day
coincides with the trading day of the NYSE. The Mexican Stock Exchange operates a system of automatic suspension of trading in
shares of a particular issuer as a means of controlling excessive price volatility, but under current regulations this system does
not apply to securities, such as the CPOs, that are directly or indirectly (for example, through ADSs) quoted on a stock exchange
(including, for these purposes, the NYSE) outside Mexico.



Settlement is effected three business days
after a share transaction on the Mexican Stock Exchange. Deferred settlement, even by mutual agreement, is not permitted without
the approval of the CNBV. Most securities traded on the Mexican Stock Exchange, including those of Grupo Radio Centro, are on deposit
with Indeval.



Item 10. Additional Information



BYLAWS AND MEXICAN LAW



Set forth below is certain information concerning
the Company’s capital stock and a brief summary of certain significant provisions of the Company’s bylaws and Mexican
law. This description does not purport to be complete and is qualified by reference to Mexican law and the bylaws of the Company,
which have been filed as an exhibit to this Annual Report. For a description of the Company’s bylaws relating to the board
of directors, Executive Committee, Audit Committee and Corporate Practices Committee, see Item 6, “Directors, Senior Management
and Employees.”



The bylaws of the Company were amended on
July 31, 2006 to incorporate provisions required by the Mexican Securities Market Law. The most recent amendment to the bylaws
was on December 16, 2009.



41









Mexican Securities Market Law



On December 30, 2005, a new Mexican Securities
Market Law was enacted. The law became effective on June 28, 2006 and, in some cases, it provided issuers until December 2006 to
adopt the new corporate governance requirements. The Securities Market Law introduces significant changes to the regime in which
issuers operate, including:



| | · | the establishment of the sociedad anónima bursátil, a separate corporate form of organization for issuers with
stock registered with the Comisión Nacional Bancaria y de Valores (Mexican National Banking and Securities Commission
or the “CNBV”) and listed on the Mexican Stock Exchange, which provides for a new set of corporate governance requirements;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the redefinition of the functions and structure of the board of directors, including (i) increasing the number of members
of the board of directors (up to 21, with independent members comprising at least 25%) and (ii) requiring that the status of members
of the board of directors as independent be determined by the shareholders’ meeting, subject to the CNBV’s authority
to challenge such determination;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the application of a legal framework to the chief executive officer (director general) and executive officers (directivos
relevantes) entrusted with the day-to-day management of the issuer;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the adoption of a clear definition of fiduciary duties, including but not limited to the duty of care and the duty of loyalty,
for members of the board of directors and, in certain cases to its secretary, the chief executive officer and other executive officers;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the increase in liability for members of the board of directors and its secretary with respect to the operations and performance
of the issuer, including (i) payment of damages and losses resulting from the breach of their duty of care or loyalty and (ii)
criminal penalties from one to 12 years of imprisonment for certain illegal acts involving willful misconduct. Civil actions under
(i) above may be brought by the issuer or by shareholders that represent 5% or more of the capital stock of the issuer; and criminal
actions under (ii) above may be brought by the issuer, the Secretaría de Hacienda y Crédito Público(Mexican
Ministry of Finance and Public Credit) after consultation with the CNBV, and in certain cases, by injured shareholders;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the elimination of the requirement that the issuer have a statutory auditor and the delegation of specific obligations of corporate
governance and oversight to the audit committee, the corporate practices committee and the external auditors;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the requirement that all the members of the audit and corporate practices committees be independent as such term is defined
under the new law, except with respect to the corporate practices committee in the case of issuers like us that have controlling
shareholders;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the enhancement of the functions and responsibilities of the audit committee, including (i) the evaluation of the performance
of the external auditor, (ii) the review and discussion of the financial statements of the issuer and the conveyance to the board
of directors of the committee’s recommendations regarding the approval of such financial statements, (iii) the surveillance
of internal controls and internal audit procedures of the issuer, (iv) the reception and analysis of recommendations and observations
regarding the committee’s functions by the shareholders, members of the board of directors and senior management, and the
authority to act upon such recommendations and observations, (v) the authority to call a shareholders’ meeting and to
contribute to the meeting’s agenda and (vi) the oversight of the execution of resolutions enacted at meetings of shareholders
or the board of directors;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the requirement that the shareholders’ meeting approve all transactions that represent 20% or more of the consolidated
assets of the issuer within a given fiscal year; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



42







| | · | the inclusion of a new set of rules requiring an issuer to obtain prior authorization from the CNBV to effect public offerings
of securities and tender offers.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



Organization and Register



The Company was incorporated on June 8,
1971, as a Mexican limited liability stock company (sociedad anónima de capital variable) in accordance with Chapter
V of the Ley General de Sociedades Mercantiles(the “Mexican Companies Law”). It was registered in the Registro
Público de Comercio de la Ciudad de México (the “Public Registry of Commerce of Mexico City”) on
August 28, 1992 under number 20694. Pursuant to the Mexican Securities Market Law, Grupo Radio Centro adopted the corporate form
of sociedad anónima bursátil de capital variable on July 31, 2006 through an amendment to its bylaws.



Purpose



The Company’s purpose is, among others,
to market advertising services through media as well as to represent or act as an agent of all types of associations, civil or
commercial companies, services, industrial or commercial corporations and in general, Mexican or foreign individuals or entities
and to provide consulting and technical assistance services related to accounting, commercial, financial, tax, legal or administrative
issues for companies in which it is a shareholder or for other third parties.



Share Capital



The capital stock of the Company consists
of Series A Shares. In addition to Series A Shares, the bylaws permit the issuance, upon the approval of competent authorities
such as the Ministry of Economy and of the CNBV, of special series of shares including those with limited or no voting rights.



Voting Rights



Each Series A Share entitles the holder
thereof to one vote at any meeting of the shareholders of the Company. Holders of CPOs are not entitled to exercise the voting
rights corresponding to the Series A Shares held in the CPO Trust. Such voting rights are exercisable only by the CPO Trustee,
which is required to vote all such Series A Shares in the same manner as the holders of a majority of the Series A Shares that
are not held in the CPO Trust and that are voted at a shareholders meeting. See “—Limitations Affecting Non-Mexican
Holders—Voting Rights.”



Shareholders Meetings



General shareholders meetings may be ordinary
meetings or extraordinary meetings. Extraordinary general meetings are those called to consider certain matters specified in Article
182 of the Mexican Companies Law and the Company’s bylaws, including, among others, amendments to the bylaws, liquidation,
and merger and transformation from one form of company to another. In addition, the Company’s bylaws require an extraordinary
general meeting to consider the removal of the Company’s capital stock from listing on the Mexican Stock Exchange.



An ordinary general meeting of the holders
of Series A Shares must be held at least once each year to consider the approval of the financial statements of the Company for
the preceding fiscal year, to elect directors for holders of Series A Shares and members of the Executive Committee, to determine
the allocation of the profits or losses of the preceding year and to consider approval of the report on the Company’s repurchase
and sale of shares and the report on the actions of the Audit Committee.



The quorum for an ordinary general meeting
of the Series A Shares in first call is 50% of such shares, and action may be taken by a majority of the Series A Shares present.
If a quorum is not available, a second meeting may be called at which action may be taken by a majority of the Series A Shares
present, regardless of the number of such shares. The quorum for an extraordinary general meeting is 75% of the Series A Shares.
If a quorum is not available, a second meeting may be called, provided that at least 50% of the Series A Shares entitled to vote
are present. Actions at an extraordinary general meeting may be taken by a 50% vote of all outstanding Series A Shares on first
and successive calls.



43







Shareholders meetings may be called by the
board of directors, the Audit Committee, the Corporate Practices Committee or a court. Holders of 10% of the Series A Shares may
require the chairpersons of the board of directors, the Audit Committee or the Corporate Practices Committee to call a meeting
of the shareholders. Additionally, if holders of shares with full or limited voting rights representing 10% of the capital stock
of the Company do not have sufficient information on the matters to be voted on, those shareholders may request one postponement
of shareholders’ meetings per matter. These postponements may be extended for up to three business days if necessary. Notice
of meetings must be published in the Diario Oficial de la Federación or a newspaper of general circulation in Mexico
City at least 15 days before the meeting. In order to attend a meeting, shareholders must deposit their Series A Shares with the
Company’s secretary at its office in Mexico City or any appointed registrar, or submit certificates evidencing a deposit
with Indeval. If entitled to attend the meeting, a shareholder may be represented by proxy. The directors of the Company may not
act as proxies. Holders of the Company’s shares, with full or limited voting rights, representing 20% of the capital stock
of the Company have the right to seek judicial remedies to block any actions taken by the shareholders with respect to which such
holders have the right to vote. Holders of CPOs and ADSs representing CPOs are not entitled to call shareholders meetings or seek
judicial remedies to block actions taken by the shareholders.



Dividends



At the annual ordinary general meeting of
holders of Series A Shares, the board of directors submits the financial statements of the Company for the previous fiscal year,
together with a report thereon by the Board, to the holders of Series A Shares for approval. The holders of Series A Shares, once
they have approved the financial statements, determine the allocation of the Company’s net profits for the preceding year.
They are required by law to allocate at least 5% of such net profits to a legal reserve, which is not thereafter available for
distribution except as a stock dividend, until the amount of the legal reserve equals 20% of the Company’s historical capital
stock (before effect of restatement). See Note 17.5 to the Consolidated Financial Statements. Thereafter, the shareholders may
determine and allocate a certain percentage of net profits to any special reserve, including a reserve for open-market purchases
of the Company’s Series A Shares. The remainder of net profits is available for distribution. All Series A Shares outstanding
and fully paid at the time a dividend or other distribution is declared are entitled to share equally in such dividend or other
distribution. Series A Shares that are only partially paid participate in dividends or other distributions in the same proportion
that such Series A Shares have been paid at the time of the dividends or other distributions.



Liquidation



Upon liquidation of the Company, one or
more liquidators may be appointed to wind up its affairs. All fully paid and outstanding Series A Shares will be entitled to participate
equally in any distribution upon liquidation. Series A Shares that are only partially paid participate in such distribution upon
liquidation in the proportion that they have been paid at the time of liquidation.



Preemptive Rights



Except as described below, in the event
of a capital increase, a holder of existing Series A Shares has a preferential right to subscribe for a sufficient number of Series
A Shares to maintain the holder’s existing proportionate holdings of Series A Shares. Shareholders will not have preemptive
rights to subscribe for Series A Shares issued (i) in connection with mergers or (ii) on the conversion of convertible
debentures, if an extraordinary general shareholders meeting called for such purpose approved such issuance or conversion and waived
preemptive rights in connection therewith in accordance with the procedures specified in the Company’s bylaws. Preemptive
rights must be exercised within 15 days following the publication of notice of the capital increase in the Diario Oficial de
la Federación. Under Mexican law, preemptive rights cannot be waived in advance and cannot be represented by an instrument
that is negotiable separately from the corresponding share. Holders of CPOs or ADSs that are U.S. persons or located in the United
States will be unable to participate in the exercise of such preemptive rights absent registration of the preemptive rights offering
under the U.S. Securities Act of 1933, which the Company is not obligated to do.



44







Under the new Mexican Securities Market
Law, however, if Grupo Radio Centro were to increase its capital stock to effect a public offering of newly issued shares or were
to resell any repurchased shares, no preemptive rights would be available to the holders of outstanding shares as a result of the
issuance or resale.



Variable Capital



Under the Company’s bylaws and Mexican
law, the Company’s capital stock must consist of fixed capital and may include variable capital. Shares of the Company’s
fixed capital stock are called Class I shares and shares of the Company’s variable capital stock are called Class II shares.
The fixed portion of the Company’s capital stock may only be increased or decreased by resolution of an extraordinary general
meeting of shareholders, whereas the variable portion of the Company’s capital stock may be increased or decreased by resolution
of an ordinary or extraordinary general meeting of shareholders. Increases and decreases in the variable portion of the capital
stock must be recorded in the Company’s book of capital variations.



Currently, the Company’s outstanding
capital stock consists only of fixed capital. Should the Company have any outstanding variable capital, its outstanding shares
will not be specifically assigned to the fixed or variable portion.



The bylaws of the Company were amended on
December 13, 2006, to increase the Company’s minimum capital stock. On December 16, 2009, the Company’s bylaws were
further amended to increase the peso amount of our fixed minimum capital stock to Ps. 1,611,620,660. We did not authorize or issue
any new shares. As of the date hereof, we have 247,414,768 authorized common shares, of which 162,724,561 shares are outstanding
and fully paid for and 84,690,207 shares are held in treasury shares.



Limitations Affecting Non-Mexican Holders



Share Ownership



Ownership by non-Mexican investors of shares
of Mexican enterprises is regulated by the 1993 Ley de Inversión Extranjera (Foreign Investment Law), as amended,
and the 1998 Reglamento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras (Foreign
Investment Regulations) thereunder. The Secretaría de Economía (Ministry of Economy) and the Comisión
Nacional de Inversiones Extranjeras(Foreign Investment Commission) are responsible for the administration of the Foreign Investment
Law and the Foreign Investment Regulations.



The Foreign Investment Law reserves certain
economic activities exclusively for the state and reserves certain other activities (such as radio broadcasting) exclusively for
Mexican individuals or Mexican corporations the bylaws of which contain a prohibition on ownership by non-Mexicans of the corporation’s
voting securities. However, the Foreign Investment Law allows foreign investors to own non-voting securities, such as the CPOs,
of companies subject to foreign investment restrictions.



In addition to the limitations established
by the Foreign Investment Law, the Federal Radio and Television Law and the licenses granted by the SCT provide restrictions on
ownership by non-Mexicans of shares of Mexican enterprises holding licenses for radio, such as those held by Grupo Radio Centro.



In order to comply with these restrictions,
the Company’s bylaws limit ownership of Series A Shares to qualifying Mexican investors. A holder that acquires Series A
Shares in violation of the restrictions on non-Mexican ownership will have none of the rights of a shareholder with respect to
those shares. The Company, however, has received approval from the Foreign Investment Commission to have up to 73.5% of its capital
stock represented by CPOs issued by the CPO Trust. The CPOs do not have any restrictions on non-Mexican ownership, except that
foreign governments or their agencies may not own them. The foregoing restriction does not prevent foreign state-owned enterprises
organized as separate entities with their own assets to own CPOs. Pursuant to the Amended CPO Trust Agreement, the CPOs may be
owned only by holders that do not qualify as Mexican investors as defined in the Company’s bylaws. A holder that acquires
CPOs in violation of the restrictions on Mexican ownership will have none of the rights of a CPO holder with respect to those CPOs.



45







The Foreign Investment Law and Foreign Investment
Regulations also require that the Company register any foreign owner of its shares, or the depositary with respect to ADSs or global
depositary shares representing its shares or ordinary participation certificates representing such shares, with the Registro
Nacional de Inversiones Extranjeras (National Registry of Foreign Investment). A foreign owner of Series A Shares that has
not been registered is not entitled to vote such Series A Shares or to receive dividends with respect to such Series A Shares.
The Dirección General de Inversión Extranjera (General Directorate of Foreign Investment) has informed Grupo
Radio Centro that it is not required to register any foreign owner of CPOs.



Voting Rights



Each Series A Share entitles the holder
thereof to one vote at any meeting of the shareholders of the Company. Holders of CPOs (and holders of ADSs representing CPOs)
are not entitled to exercise voting rights with respect to the Series A Shares underlying such CPOs. Pursuant to the terms of the
Amended CPO Trust Agreement, the CPO Trustee votes the Series A Shares held in the CPO Trust in the same manner as holders of a
majority of the Series A Shares not held in the CPO Trust and voted at the relevant shareholders meeting. The Trust holds a substantial
majority of the Series A Shares not held in the form of CPOs. As a result, the Trust and, indirectly, members of the Aguirre family
have the power to elect a majority of the directors of, and control, the Company. Additionally, holders of CPOs or ADSs are not
entitled to attend or to address the Company’s shareholders meetings.



Rights of Withdrawal



Whenever the shareholders approve a change
of corporate purpose, change of nationality or restructuring from one type of corporate form to another, any shareholder who has
voted against such change or restructuring has the right to withdraw from the Company and receive the amount calculated as specified
in Mexican law attributable to its shares, provided such shareholder exercises its right to withdraw during the 15-day period following
the meeting at which such change was approved. Because the CPO Trustee is required to vote the Shares held in the CPO Trust in
the same manner as the holders of a majority of the Series A Shares that are not held in the CPO Trust and that are voted at the
shareholders meeting, under no circumstances will the Series A Shares underlying the CPOs be voted against any such change and
therefore appraisal rights will not be available to holders of CPOs or ADSs.



Termination of the CPO Trust



The Amended CPO Trust Agreement and the
CPOs issued under the public deed evidencing the issuance of CPOs pursuant to the Amended CPO Trust Agreement (which deed is registered
with the Public Registry of Commerce of Mexico City) are scheduled to expire 20 years after the date of execution of the Amended
CPO Trust Agreement. The CPO Trust may be extended by the CPO Trustee upon receipt six months before termination of written notice
from the technical committee of the CPO Trust. If no such notice is received, the CPO Trustee will commence the procedure for the
termination of the Amended CPO Trust Agreement. At the time of such termination, the CPO Trustee will proceed to sell the Series
A Shares held in the CPO Trust and distribute the proceeds of such sale to the holders of the CPOs on a pro rata basis in accordance
with the number of CPOs owned by each holder. Notwithstanding the foregoing, the Amended CPO Trust Agreement cannot be terminated
if any dividends or other distributions previously received by the CPO Trustee remain unpaid to the CPO holders.



Upon the expiration of the Amended CPO Trust
Agreement, subject to obtaining the applicable authorizations from the Mexican government, the CPO Trustee and any CPO holder may
execute a new trust agreement with the same terms as the Amended CPO Trust Agreement. There can be no assurance that a new trust
agreement will be executed.



See Item 9, “The Offer and Listing”
on the replacement of the CPO Trustee by Multiva on April 6, 2010.



46







Administration of the CPO Trust



Pursuant to the terms of the Amended CPO
Trust Agreement, the CPO Trust will continue to be administered by the CPO Trustee under the direction of a technical committee.
The technical committee of the CPO Trust consists of four members and their respective alternates. Each of the following appoints
one member: the Foreign Investment Commission, the Mexican Stock Exchange, the Asociación Mexicana de Intermediarios Bursátiles,
A.C. (Mexican Association of Securities Brokerage Firms) and the common representative of the CPO holders (HSBC México,
S.A., Institución de Banca Multiple, Grupo Financiero HSBC). Actions taken by the technical committee of the CPO Trust must
be approved by a majority of the members present at any meeting of such committee at which at least the majority of the members
are present.



Other Provisions



Redemption



The Series A Shares are subject to redemption
in connection with either (i) a reduction of share capital or (ii) a redemption with retained earnings, which, in either case,
must be approved by the Company’s shareholders at an extraordinary shareholders meeting. The Series A Shares subject to any
such redemption would be selected by the Company by lot or, in the case of redemption with retained earnings, by purchasing Series
A Shares by means of a tender offer conducted on the Mexican Stock Exchange, in accordance with the Mexican Companies Law.



Purchase by the Company of its Shares



The Company generally may not repurchase
its shares, subject to certain exceptions. First, the Company may repurchase shares for cancellation with distributable earnings
pursuant to a decision of an extraordinary general meeting of shareholders. Second, pursuant to judicial adjudication, the Company
may acquire the shares of a shareholder in satisfaction of a debt owed by such shareholder to the Company. The Company must sell
any shares acquired pursuant to judicial adjudication within three months; otherwise, the Company’s capital stock will be
reduced and such shares will be cancelled. Third, in accordance with the Mexican Securities Market Law, the Company is permitted
to repurchase its own shares at their current market price on the Mexican Stock Exchange under certain circumstances with funds
from a special reserve created for such purpose. The maximum amount that may be authorized by the shareholders to be spent by the
Company for the repurchase of shares (see “—Shareholders Meetings” above) may not exceed the sum of net income
for the prior year plus retained earnings.



Purchase of Shares by Subsidiaries of
the Company



Subsidiaries or other entities controlled
by the Company may not purchase, directly or indirectly, shares of the Company, shares of companies that are majority shareholders
of the Company or invest in derivative instruments having shares of the Company as underlying assets. However, subsidiaries or
other entities controlled by the Company may acquire equity interests in investment companies that in turn invest in shares of
the Company.



Conflict of Interest



A shareholder who votes on a business transaction
in which its interest conflicts with that of the Company may be liable for damages, but only if the transaction would not have
been approved without its vote. In accordance with the Securities Market Law, a conflict of interest is assumed, unless proven
otherwise, when a controlling shareholder votes in favor of or against transactions and in so doing obtains benefits that not obtained
by other shareholders, the Company or its controlled entities.



Additionally, any members of the board of
directors who have a conflict of interest must abstain from discussing or voting on any matter. This condition does not affect
the quorum requirement for Board meetings.



Duty of Care



The members of the board of directors must
comply with the duty of care by acting in good faith and in the best interest of the Company and its controlled entities. In order
to obtain the necessary information to comply with the duty of care, the members are authorized to request information on the Company
and its controlled entities as well as solicit meetings with executive officers and other persons that may contribute to the decision-making
processes of the Board.



47







Duty of Loyalty



Directors and the secretary of the board
of directors are bound to preserve the confidentiality of information regarding the Company when such information has not been
made public. As part of the duty of loyalty, directors must inform the Audit Committee and the external auditor of any irregularities
that occurred during the tenure of former board members as well as any irregularities that become apparent during their tenure.



Directors who breach the duty of loyalty
may be jointly liable with other directors and must indemnify the Company against any losses or damages caused by the breach. Such
individuals shall be removed from their positions.



Actions Against Directors



Actions for civil liabilities against the
directors, the secretary of the board of directors or executive officers may be initiated by resolution passed at a general ordinary
shareholders meeting. If the shareholders decide to bring such action, the directors against whom such action is to be brought
immediately cease to be directors. Shareholders representing not less than 5% of the outstanding Series A Shares may directly bring
such action provided that the claim covers all damages allegedly suffered by the Company or its controlled entities and not only
by such shareholders. Any recovery of damages with respect to actions for civil liabilities against directors, the secretary of
the Board or executive officers will be for the benefit of the Company or its controlled entities and not for the shareholders
bringing such actions.



Obligations of Majority Shareholders



If the Company seeks to cancel the registration
of its shares with the Registro Nacional de Valores (National Registry of Securities, or “RNV”) or the registry
is cancelled by the CNBV, shareholders holding the majority of the voting shares or having the power to control decisions in the
general shareholders meeting or appoint the majority of the board of directors (the “controlling shareholders”) must
offer to purchase all outstanding shares before cancellation. If the controlling shareholders make such a purchase offer but do
not acquire 100% of the shares of the Company’s capital stock, then before cancellation of the registration of its securities
from the RNV, the controlling shareholders shall place in trust for a minimum of six months an amount of funds necessary to acquire
the remaining shares at the purchase offer price.



According to the bylaws of the Company,
the price of the offer must be at least the higher of (i) the average trading price during the previous 30 days on which the
shares may have been quoted for a period up to six months before the effective date of the offer or (ii) the book value of
the shares in accordance with the most recent quarterly report submitted to the CNBV and the Mexican Stock Exchange.



The trade value in the Mexican Stock Exchange
shall be the average adjusted price per volume of transactions carried out during the last 30 days in which the shares of the Company
have been traded, before the date of the offer during a period that cannot exceed six months. If the number the shares were traded
for fewer than 30 days, the actual number of days in which the shares were traded will be taken into account. If the shares are
not traded within such period of time, the book value of the shares will be used.



The board of directors of the Company must
provide its opinion regarding the price of the tender offer within the ten business days after the commencement of the offer, taking
into account the opinion of the Corporate Practices Committee, and disclose its opinion through the Mexican Stock Exchange. The
opinion provided by the board of directors may include the opinion of an independent expert. The Board must also disclose any conflicts
of interests that any director may have in connection with the offer. The directors and the chief executive officer of the Company
must publicly disclose their decision with respect to whether or not they will sell any of their own securities issued by the Company.



If the controlling shareholders obtain the
consent of the shareholders representing 95% of the capital stock of the Company through a resolution adopted at a shareholders
meeting, and the bid price for the shares is less than 300,000 investment units, as defined under Mexican law, the controlling
shareholders will not be required to conduct a tender offer, as long as to obtain the cancellation, the Company places in trust
for a minimum of six months an amount of funds necessary to acquire the remaining shares at the same price as the offer price.



48









Finally, the bylaws provide that the controlling
shareholders may request authorization from the CNBV to use a different basis for the determination of the price provided that
the board of directors presents a recommendation to establish a different price, after taking into account the opinion of the Corporate
Practices Committee, together with the report of an independent expert confirming that the price is reasonably appropriate.



Duration



The Company’s existence under the
bylaws is indefinite.



Anti-Takeover Provisions



The bylaws contain certain provisions intended
to delay or prevent a takeover of the Company by any person or persons. The bylaws require the approval of two-thirds of the members
of the board of directors for the (i) acquisition by any person or related persons, through one or more consecutive transactions
of any nature, of shares or other securities with full voting rights representing 30% or more of the capital stock of the Company
and (ii) entering into by any person or persons of any agreement or arrangement for the exercise of voting rights in respect of
30% or more of the capital stock of the Company.



Any acquisition of shares or other securities
of the Company which has not been approved by the board of directors as required will not be recorded in the stock registry book
of the Company, will not be acknowledged by the Company and will not entitle the acquiring person to vote or exercise any other
rights in respect of the acquired shares or securities. Similarly, any person entering into any voting agreement or arrangement
which has not been approved by the board of directors as required will not be entitled to exercise the relevant voting rights whether
in the general shareholders meeting or the board of directors meetings. In the event of either an acquisition of shares or securities
of the Company or the entering into of a voting agreement or arrangement without the required approval of the board of directors,
the board of directors will have the right to take certain actions including requiring the acquirer of shares to sell such shares
through a public offering, requiring such acquirer to acquire all or part of the remaining shares of the Company, the rescission
of the acquisition of shares and the termination of such voting agreement or arrangement.



To the extent that the board of directors
has the right to approve any acquisition of shares or other securities or any agreement for the exercise of voting rights, the
board of directors shall decide to approve such transaction based on the following factors: (i) the nationality, moral and financial
status and other characteristics of the contemplated acquirer, (ii) the potential advantages and disadvantages of the contemplated
acquirer’s participation in the Company and (iii) the contemplated acquirer’s experience in the radio broadcasting
industry.



The chairman and the secretary of the board
of directors must be notified, within five days, of any acquisition of shares or other securities or the entering into of any voting
agreements or arrangements involving 5% or more of the capital stock of the Company.



MATERIAL CONTRACTS



On October 16, 2008, the Company entered
into an agreement to extend the term of the Operating Agreement, dated as of December 30, 1998, between the Company and Comercializadora
Siete, S.A. de C.V., under which the Company operates the radio station XHFO-FM. The agreement is scheduled to terminate on January
2, 2014. See Note 25 to the Consolidated Financial Statements.



For a description of the Company’s
bank credit facility, see Item 5, “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”



49







On April 3, 2009, the Company entered into
a local marketing agreement with certain subsidiaries of Emmis, a U.S. radio broadcasting company. Under the local marketing agreement,
the Company provides programming to, and sells advertising time on, KXOS-FM, a radio station broadcasting in Los Angeles, California,
for up to seven years. The Company is obligated to pay Emmis U.S.$ 7 million per year, plus expenses incurred by Emmis with respect
to the station. On April 7, 2009, the Company advanced U.S.$ 14 million (approximately Ps. 200 million) as prepayment for the first
two years of fees under the local marketing agreement. The Company financed the prepayment with a bank loan in an aggregate principal
amount of Ps. 200 million. Beginning in April 2011, following the initial prepayment, the Company pays Emmis a monthly fee of U.S.$
583,000. In connection with the local marketing agreement, the Company also entered into a seven-year call and put option agreement
with Emmis to purchase the assets of KXOS-FM. Pursuant to the agreement, the Company is entitled to exercise its call option to
purchase the KXOS-FM station assets at any time during its seven-year term, and Emmis is entitled to require the Company to purchase
the station’s assets during the seventh year of the term. If, at the time of the exercise of the call or put, the Company
is not qualified under U.S. law to own a U.S. radio station, the Company must assign the agreement to a qualified third party.
The purchase price under this agreement is U.S.$110 million, subject to the amendment described below.



On April 13, 2012, the Company entered
into an amendment to the call and put option agreement with Emmis that effectively gives certain qualified designees of the
Company, which are entities controlled by certain children of certain members of the Aguirre family who are U.S. citizens,
the right to purchase the KXOS-FM station assets for U.S.$85.5 million dollars provided that the purchase closes on or before
March 27, 2013 or, in certain limited circumstances related to the timing of the FCC approval, an earlier date. The local
marketing agreement will remain in effect until the closing of the purchase. In connection with this amendment, the qualified
designees have exercised the call option, the consummation of which is subject to certain closing conditions, including a
financing condition and FCC approval (for which transfer applications have been filed). If the closing does not occur on or
before March 27, 2013 or such earlier date (if applicable), the local marketing agreement will continue to remain in effect, the call
option exercised by the qualified designees will terminate and the amendments to the call and put option agreement set forth
in the amendment will be deemed null and void (i.e., the purchase price for the KXOS-FM station assets will revert to
U.S.$110 million).



Other than the foregoing, the only material
contracts entered into by the Company in the two-year period before this filing has been entered into in the ordinary course of
business.



EXCHANGE CONTROLS



Mexico has had a free market for foreign
exchange since 1991, and the government has allowed the peso to float freely against the U.S. dollar since December 1994. There
can be no assurance that the government will maintain its current foreign exchange policies. The Mexican Ministry of Finance announced
on June 16, 2010 certain restrictions applicable to Mexican financial institutions, which limit their ability to purchase U.S.
dollars (in cash) from the public. See Item 3, “Key Information—Exchange Rate Information.”







TAXATION



The following summary contains a description
of the principal U.S. federal income and Mexican federal tax consequences of the purchase, ownership and disposition of CPOs or
ADSs by a holder that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject
to U.S. federal income tax on a net income basis in respect of the CPOs or ADSs (a “U.S. holder”), but it does not
purport to be a comprehensive description of all of the tax considerations that may be relevant to an investment in CPOs or ADSs.
In particular, this summary deals only with U.S. holders that will hold CPOs or ADSs as capital assets and does not address the
tax treatment of U.S. holders that are subject to special tax rules, that own or are treated as owning 10% or more of the voting
shares (including CPOs) of the Company or that may have acquired Series A Shares issued by the Company. This summary also includes
a limited description of certain U.S. federal income tax consequences with respect to non-U.S. holders.



The summary is based upon tax laws of the
United States and Mexico as in effect on the date of this Annual Report, which are subject to change. Holders of CPOs or ADSs should
consult their own tax advisers as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of
CPOs or ADSs, including, in particular, the effect of any foreign, state or local tax law.



50







In general, for U.S. federal tax purposes,
and for purposes of the Convention for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion and the Protocols
thereto (the “Tax Treaty”) between the United States and Mexico, entered into force on January 1, 1994, holders of
CPOs or ADSs will be treated as the beneficial owners of the Series A Shares represented by those CPOs or ADSs.



Taxation of Dividends



Mexican Tax Considerations



During 2012, there will be no Mexican income
or withholding tax levied on holders of the CPOs or ADSs who are non-residents of Mexico for tax purposes (as described below)
on dividends paid, either in cash or in any other form, by the Company.



For purposes of Mexican taxation, an individual
is considered to be a resident of Mexico if he or she has established a home in Mexico. However, if such individual has a home
in a foreign country as well, he or she will be considered a resident of Mexico if his or her center of vital interests is located
in Mexico. An individual is deemed to have his or her center of vital interests in Mexico if (i) more than 50% of the individual’s
aggregate annual income is derived from Mexican sources, or (ii) the individual’s main center of professional activities
is located in Mexico. A Mexican citizen is presumed to be a resident of Mexico for tax purposes unless such individual can demonstrate
otherwise.



A legal entity is considered to be a resident
of Mexico for tax purposes if its principal administrative office is located in Mexico.



U.S. Tax Considerations



The gross amount of any dividends paid with
respect to the Series A Shares represented by CPOs or ADSs, to the extent paid out of the Company’s current or accumulated
earnings and profits, as determined for U.S. tax purposes, generally will be includible in the gross income of a U.S. holder as
ordinary income on the day on which the dividends are received by the CPO Trustee and will not be eligible for the dividends received
deduction allowed to corporations under the Internal Revenue Code of 1986, as amended (the “Code”). Dividends, which
will be paid in pesos, will be includible in the income of a U.S. holder in a U.S. dollar amount calculated in general by reference
to the exchange rate in effect on the day they are received by the CPO Trustee. U.S. holders should consult their own tax advisors
regarding the treatment of foreign currency gain or loss, if any, on any pesos received that are converted into U.S. dollars on
a date after the date of receipt by the CPO Trustee.



Subject to certain exceptions for short-term
and hedged positions, the U.S. dollar amount of dividends received by an individual before January 1, 2013 with respect to the
ADSs will be subject to taxation at a maximum rate of 15% if the dividends are “qualified dividends.” Dividends paid
on the ADSs will be treated as qualified dividends if (i) the ADSs are readily tradable on an established securities market in
the United States and (ii) the Company was not, in the year before the year in which the dividend was paid, and is not, in the
year in which the dividend is paid, a passive foreign investment company for U.S. federal income tax purposes (a “PFIC”).
The ADSs are listed on the New York Stock Exchange, and will qualify as readily tradable on an established securities market in
the United States so long as they are so listed. Based on the Company’s audited financial statements and relevant market
and shareholder data, the Company believes that it was not treated as a PFIC for U.S. federal income tax purposes with respect
to its 2010 or 2011 taxable year. In addition, based on the Company’s audited financial statements and its current expectations
regarding the value and nature of its assets, the sources and nature of its income, and relevant market and shareholder data, the
Company does not anticipate becoming a PFIC for its 2012 taxable year. The U.S. Treasury has announced its intention to promulgate
rules pursuant to which holders of ADSs or common stock and intermediaries though whom such securities are held will be permitted
to rely on certifications from issuers to establish that dividends are treated as qualified dividends. Because such procedures
have not yet been issued, it is not clear whether the Company will be able to comply with them. Holders of ADSs or CPOs should
consult their own tax advisers regarding the availability of the reduced dividend tax rate in the light of their own particular
circumstances.



51







A holder of CPOs or ADSs that is, with respect
to the United States, a foreign corporation or nonresident alien individual (a “non-U.S. holder”) generally will not
be subject to U.S. federal income or withholding tax on dividends received on CPOs or ADSs, unless such income is effectively connected
with the conduct by the non-U.S. holder of a trade or business in the United States (and, to the extent required by an applicable
tax treaty, is attributable to a permanent establishment of such non-U.S. holder in the United States).



Taxation of Capital Gains



Mexican Tax Considerations



Gains obtained during 2012 on the sale or
other disposition of ADSs by holders who are non-residents of Mexico for tax purposes, will generally not be subject to Mexican
income or withholding tax. Deposits of CPOs in exchange for ADSs and withdrawals of CPOs in exchange for ADSs will not give rise
to any Mexican tax or transfer duties.



Income generated on the sale of CPOs during
2012 by individuals or legal entities that are non-resident of Mexico for tax purposes through the Mexican Stock Exchange or any
other stock exchange or securities market in Mexico that is recognized by the Mexican Ministry of Finance, are generally exempt
from Mexican taxes.



The tax exemption described in the previous
paragraph will not be applicable to pre-negotiated trades executed through the Mexican Stock Exchange, which preclude the holders’
acceptance of offers more competitive than those received prior to and during the period in which they are offered for sale. The
exemption will not be applicable in the case of a person or group of persons that, directly or indirectly, holds 10% or more of
the shares representing our capital stock, or that holds a controlling interest in us, if in a 24-month period, a sale of 10% or
more of our fully paid shares, or of a controlling interest in us, is carried out through one or several simultaneous or successive
transactions, including those carried out through derivative instruments or other similar transactions. In addition, the exemption
will not be applicable in the case of transfer of controlling interest over a corporation by an individual or group of individuals
through one or more simultaneous or consecutive transactions during a 24-month period, including derivative instruments or other
similar transactions.



If the abovementioned requirements are not
met, capital gains realized on the disposition of CPOs by a U.S. holder who is eligible for tax benefits under the Tax Treaty,
generally will not be subject to Mexican tax, unless such gains are attributable to a permanent establishment of such U.S. holder
in Mexico or if the U.S. holder owned, directly or indirectly, 25% or more of the issuer’s capital stock within the 12-month
period preceding such sale or other disposition.



Exemption under the Tax Treaty requires
that the U.S. holder appoint a legal representative in Mexico for income tax purposes prior to the sale and provide such a representative
with a U.S. tax residence certificate issued by the U.S. Internal Revenue Service, corresponding to the same tax year in which
the income is obtained. Additionally, the U.S. holder must file a notice with the Mexican tax authorities within 30 days after
the appointment has been made.



Gains on sales or other dispositions of
CPOs made in circumstances other than those described above, generally would be subject to Mexican tax, regardless of the nationality
or residence of the transferor.



U.S. Tax Considerations



Gain or loss realized by a U.S. holder on
the sale or other disposition of CPOs or ADSs will be subject to U.S. federal income taxation as capital gain or loss in an amount
equal to the difference between the amount realized on the disposition and such U.S. holder’s tax basis in the ADSs or the
CPOs. Gain, if any, realized by a U.S. holder on the sale or other disposition of CPOs or ADSs generally will be treated as U.S.
source income for U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is imposed on the sale or disposition
of CPOs or ADSs, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive
effective U.S. foreign tax credit benefits in respect of these Mexican taxes. U.S. holders should consult their own tax advisors
regarding the application of the foreign tax credit rules to their investment in, and disposition of, CPOs or ADSs.



52







Gain or loss realized by a U.S. holder on
such sale, redemption or other disposition generally will be long-term capital gain or loss if, at the time of disposition, the
CPOs or ADSs have been held for more than one year. The net amount of long-term capital gain recognized by an individual holder
is taxed at a reduced rate. The deduction of capital losses is subject to limitations under the Code.



Deposits and withdrawals of CPOs by U.S.
holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes. Such an exchanging
U.S. holder will have a tax basis in the securities received equal to the basis such holder had in the exchanged securities. A
U.S. holder’s holding period for securities received in such an exchange will include the holding period such U.S. holder
had in the securities before such exchange.



A non-U.S. holder of CPOs or ADSs will not
be subject to U.S. federal income or withholding tax on gain realized on the sale of CPOs or ADSs, unless (i) such gain is effectively
connected with the conduct by the non-U.S. holder of a trade or business in the United States (and, to the extent required by an
applicable tax treaty, is attributable to a permanent establishment of such non-U.S. holder in the United States), or (ii) in the
case of gain realized by an individual non-U.S. holder, the non-U.S. holder is present in the United States for 183 days or more
in the taxable year of the sale and certain other conditions are met.



Other Mexican Taxes



There are no inheritance, gift, succession
or value added taxes applicable to the ownership, transfer, exchange or disposition of CPOs or ADSs by holders that are non-residents
of Mexico for tax purposes. There are no Mexican stamp, issue, registration or similar taxes or duties payable by holders of CPOs
or ADSs.



Unless it can be proved that the services
were not utilized in Mexico, commissions paid in brokerage transactions for the sale of CPOs on the Mexican Stock Exchange are
subject to a value added tax rate of 16%.



The Single Rate Business Tax Law establishes
that individuals and legal entities deemed as Mexican residents for tax purposes, as well as foreign residents with a permanent
establishment in Mexico, are obligated to pay this tax, regardless of where the income is generated, on revenues obtained from
engaging in the following activities: (i) transfer of goods; (ii) rendering of independent services; and (iii) granting of temporary
use or enjoyment of goods.



In accordance with the Single Rate Business
Tax Law, the sale or other disposition of CPOs by holders who are non-residents of Mexico for tax purposes are not considered as
taxable transactions.



Additionally, in accordance with the Single
Rate Business Tax Law, dividends (either in cash or in any other form) earned by the abovementioned holders are also not deemed
as taxable income for purposes of this tax.



U.S. Backup Withholding Tax and Information Reporting Requirements



In general, information reporting requirements
will apply to payments by a paying agent within the United States (or through certain U.S.-related financial intermediaries) to
a non-corporate (or other non-exempt) U.S. holder of dividends in respect of the CPOs or ADSs or the proceeds received on the sale
or other disposition of the CPOs or ADSs, and a backup withholding tax may apply to such amounts if the U.S. holder fails to provide
an accurate taxpayer identification number to the paying agent. Amounts withheld as backup withholding tax will be allowed as a
refund or will be creditable against the U.S. holder’s U.S. federal income tax liability, provided that the required information
is properly furnished to the U.S. Internal Revenue Service.



53







DOCUMENTS ON DISPLAY



Grupo Radio Centro is subject to the information
requirements of the Exchange Act. In accordance with these requirements, Grupo Radio Centro files reports, including annual reports
on Form 20-F, and other information with the SEC. These materials, including this Annual Report, and the exhibits thereto, may
be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E, Room 1580, Washington, D.C. 20549. Information
on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Any materials filed by Grupo
Radio Centro may also be read and copied at the SEC’s regional office at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. As a foreign private issuer, Grupo Radio Centro has been required to make filings with the SEC by
electronic means since November 2002. Any filings the Company makes electronically will be available to the public over the Internet
at the SEC’s website at http://www.sec.gov and Grupo Radio Centro’s website at http://www.grc.com.mx. (This URL is
intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information
on our website, which might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be, incorporated
into this Annual Report.)



Item 11.  Quantitative and Qualitative Disclosures About
Market Risk



The Company is exposed to market risk from
changes in currency exchange rates.



Foreign Currency Exchange Risk



The Company’s principal foreign currency
exchange risk involves changes in the value of the peso relative to the U.S. dollar.  For the year ended December 31, 2011,
the Company had net foreign currency exposure of U.S.$ 11.2 million, of which (i) U.S.$ 0.44 million were short-term U.S. dollar-denominated
bank deposits, (ii) U.S.$ 3.0 million consisted in foreign currency debt, and (iii) U.S.$ 8.2 million in lease obligations. The
Company did not acquire any instruments for trading purposes during the year ended December 31, 2011.  See Note 22.6 to the
Consolidated Financial Statements.



Decreases in the value of the peso relative
to the U.S. dollar will increase the cost in pesos of the Company’s foreign currency denominated costs and expenses and of
any obligation of the Company with respect to any foreign currency denominated liabilities.  The Company generally does not
hedge or enter into derivative transactions with respect to its foreign currency exposure.



A hypothetical and unfavorable 10% change
in the currency exchange rate would result in total additional operating expenses of approximately Ps. 15.7 million in 2011.



Item 12. Description of Securities Other than Equity Securities



Item 12A. Debt Securities



Not applicable.



Item 12B. Warrants and Rights



Not applicable.



Item 12C. Other Securities



Not applicable.



54







Item 12D. American Depositary Shares



Citibank, N.A. serves as the Depositary
for our ADSs. Holders of our ADSs are required to pay various fees to the Depositary, and the Depositary may refuse to provide
any service for which a fee is assessed until the applicable fee has been paid.



ADS holders are required to pay the Depositary
amounts in respect of expenses incurred by the Depositary or its agents on behalf of ADS holders, including expenses arising from
compliance with applicable law, taxes or other governmental charges, cable, telex and facsimile transmission, or conversion of
foreign currency into U.S. dollars. The Depositary may decide in its sole discretion to seek payment by either billing holders
or by deducting the fee from one or more cash dividends or other cash distributions.



ADS holders are also required to pay additional
fees for certain services provided by the Depositary, as set forth in the table below.



|Depositary service                                                          |  | Fee payable by ADS holders                         
|--------------------------------------------------------------------------- |  | ---------------------------------------------------
|Issuance and delivery of ADSs, including in connection with stock dividends |  | Up to U.S.$ 5.00 per 100 
ADSs (or portion thereof)
|Withdrawal or surrender of ADSs                                             |  | Up to U.S.$ 5.00 per 100 
ADSs (or portion thereof)
|Cash distributions                                                          |  | Up to U.S.$ 2.00 per 100 
ADSs (or portion thereof)



Direct and indirect payments by the Depositary



The Depositary does not make any direct
or indirect payments to us.



55







PART II



Item 13. Defaults, Dividend Arrearages and Delinquencies



None.



Item 14. Material Modifications to the Rights of Security
Holders and Use of Proceeds



Material Modifications to Security Holders’ Rights



None.



Use of Proceeds



Not applicable.



Item 15. Controls and Procedures



| | A. | Disclosure Controls and Procedures
| | -- | ----------------------------------



We have evaluated, with the participation
of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of December
31, 2011. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure
controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation,
our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to
provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that
it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure.



| | B. | Management’s Report on Internal Control over Financial Reporting
| | -- | ----------------------------------------------------------------



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer
and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission.



Our internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with International Financial Reporting Standards. Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards,
and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors
of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the Company’s assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



56







Based on our evaluation under the framework
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission,
our management concluded that our internal control over financial reporting was effective as of December 31, 2011.



Galaz, Yamazaki, Ruiz Urquiza, S.C. (“Deloitte”),
an independent registered public accounting firm, that has audited our financial statements, has issued an attestation report on
the effectiveness of our internal control over financial reporting.



| | C. | Report of Independent Registered Public Accounting Firm to the Board of Directors and Stockholders’ of the Company
| | -- | ------------------------------------------------------------------------------------------------------------------



We have audited the internal control over
financial reporting of the Company as of December 31, 2011, based on criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.



We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.



A company’s internal control over
financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial
officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company's assets that could have a material effect on the financial statements.



Because of the inherent limitations of internal
control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established
in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.



57







We have also audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and
for the year ended December 31, 2011 of the Company and our report dated February 15, 2012 expressed an unqualified opinion on
those consolidated financial statements and includes explanatory paragraphs relating to (i) the adoption of International Financial
Reporting Standards for the year ended December 31, 2011 and (ii) that
our audit also comprehended the translation of Mexican peso amounts into U.S. dollar amounts in conformity with the basis stated
in Note 2 to such consolidated financial statements.



Galaz, Yamazaki, Ruiz Urquiza, S. C.

Member of Deloitte Touche TohmatsuLimited



C. P. C. Erick J. Calvillo Rello



February 15, 2012



| | D. | Changes in Internal Control Over Financial Reporting
| | -- | ----------------------------------------------------



There has been no change in our internal
control over financial reporting during 2011 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.



Item 16A. Audit Committee Financial Expert



Our board of directors has determined that
Luis de la Fuente Baca qualifies as an “audit committee financial expert” and as independent, as independence is defined
under the Mexican Securities Market Law and the rules of the NYSE that are applicable to foreign private issuers. Mr. de la Fuente
Baca acquired his expertise by serving as the chief executive officer and chief financial officer of various Mexican corporations
over the last 30 years. See Item 6. “Directors, Senior Management and Employees—Directors—Audit Committee



Item 16B. Code of Ethics



We have adopted a code of ethics, as defined
in Item 16B of Form 20-F under the Exchange Act. Our code of ethics applies to our chief executive officer, chief financial officer
and principal accounting officer or persons performing similar functions. Our code of ethics is available on our website at http://www.grc.com.mx.
(This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The
information on our website, which might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed
to be, incorporated into this Annual Report.) If we amend the provisions of our code of ethics that apply to our chief executive
officer, chief financial officer, principal accounting officer or persons performing similar functions, or if we grant any waiver
of such provisions, we will disclose such amendment or waiver on our website at the same address.



Item 16C. Principal Accountant Fees and Services



Audit Fees



The following table sets forth the fees
billed to us by our independent registered public accounting firms, BDO Hernández Marrón y Cía., S.C. (“BDO
HM”) and Deloitte, for the fiscal years ended December 31, 2010 and 2011:



58







|                    |  |     | Year ended December 31, | 
|------------------- |  | --- | ----------------------- | 
|                    |  |     | 2011                    | 
|                    |  |     | (in thousands)          | 
|BDO HM Audit fees   |  | Ps. | –                       | 
|Deloitte Audit fees |  | Ps. | 1,900                   | 



Audit
fees in the above table are the aggregate fees billed by each of BDO HM and Deloitte in connection with the audit of our financial
statements and statutory and regulatory audits. Neither BDO HM nor Deloitte has billed us for fees related to any other services.



Audit
Committee Approval Policies and Procedures



Our audit committee has not established
pre-approval policies and procedures for the engagement of our independent auditors for services. Our audit committee expressly
approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries
or to us.



Item 16D. Exemptions from the Listing Standards for Audit
Committees



Not applicable.



Item 16E. Purchases of Equity Securities by the Issuer
and Affiliated Purchasers



The Company did not make any purchases of
its equity securities in 2011.



Item 16F. Change in Registrant’s Certifying Accountant.



On and effective as of January 1, 2011,
BDO HM was dismissed as the Company’s independent auditor. On February 28, 2011, the Company’s Board of Directors and
Audit Committee resolved to appoint Galaz, Yamazaki, Ruiz Urquiza, S. C. a member firm of Deloitte Touche Tohmatsu, Limited, as
its external auditor beginning with the fiscal year ending December 31, 2011.



BDO HM’s report on the Company’s
consolidated financial statements for the year ended December 31, 2010 did not contain any adverse opinion or disclaimer of
opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.



During the fiscal year ended December 31,
2010, there were no disagreements with BDO HM on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure that if not resolved to the satisfaction of BDO HM would have caused BDO HM to make references to
the subject matter of the disagreements in connection with any report.



Deloitte’s report on the Company’s
consolidated financial statements for the year ended December 31, 2011 did not contain any adverse opinion or disclaimer of
opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.



During the fiscal year ended December 31,
2011, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure that if not resolved to the satisfaction of Deloitte would have caused Deloitte to make references
to the subject matter of the disagreements in connection with any report.



Item 16G. Corporate Governance.



Significant Differences between New York Stock Exchange
Corporate Governance Standards and our Corporate Governance Practices



On November 4, 2003, the NYSE established
new corporate governance rules applicable to listed companies. These rules, and the amendments thereto, are codified in Section
303A of the NYSE’s Listed Company Manual. Under these rules, foreign private issuers are subject to a more limited set of
corporate governance requirements than U.S. domestic issuers. As a foreign private issuer, pursuant to Rule 303A.11 of the Listed
Company Manual of the NYSE, we must provide a brief description of any significant difference between our corporate governance
practices and those followed by U.S. companies in accordance with the NYSE listing standards.



59







The table below discloses the significant
differences between our corporate governance practices and the NYSE rules. See Item 6, “Directors, Senior Management and
Employees—Directors.”



|Section of the NYSE Listed Company Manual |  | New York Stock Exchange Corporate Governance Rules for Domestic Issuers                                                                                                                                                                                                                                                                                                                                                                                                |  | Our Corporate Governance Practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Director Independence                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|303A.01                                   |  | Majority of board of directors must be independent. “Controlled companies,” which would include our company if it were a U.S. issuer, are exempt from this requirement. A controlled company is one in which more than 50% of the voting an individual, group holds power or another company, rather than the public.                                                                                                                                                  |  | Pursuant to our bylaws, our shareholders are required to appoint
        a board of directors of between seven and 21 members, of whom at least 25% must be independent.
        
        In accordance with the Securities Market Law, our general shareholders’
        meeting is required to make a determination as to the independence of our directors, though such determination may be challenged
        by the CNBV. There is no exemption from the independence requirement for controlled companies.
|                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Executive Sessions                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|303A.03                                   |  | Non-management directors must meet regularly without management in executive sessions over which a non-management director must preside. The name of the non-management director presiding at all such sessions (or the procedure by which one is selected for each session) must be disclosed in the company’s proxy (or, if no proxy is filed, its Form 10-K / annual report). Independent directors should meet alone in an executive session at least once a year. |  | There is no similar requirement under our bylaws or applicable
        Mexican law.                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Nominating/Corporate Governance Committee |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|303A.04                                   |  | Nominating/corporate governance committee of independent directors is required. The committee must have a charter specifying the purpose, duties and annual evaluation procedures of the committee. “Controlled companies,” which would include our company if it were a U.S. issuer, are exempt from these requirements.                                                                                                                                              |  | We currently do not have a nominating/corporate governance committee.
        
        As required under the Mexican Securities Market Law, we have
        formed a corporate practices committee.
        
        ·	        The
        committee is composed of directors who are appointed by either the board of directors after nomination by its chairman or by the
        shareholders at the general shareholders’ meeting.                                                                           



60







|Section of the NYSE Listed Company Manual |  | New York Stock Exchange Corporate Governance Rules for Domestic Issuers                                                                                                                                                                                                                                 |  | Our Corporate Governance Practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                          |  |                                                                                                                                                                                                                                                                                                         |  | ·	        Currently,
        all members of our corporate practices committee are independent as defined under the Mexican Securities Market Law and Rule 10A-3.
        
        ·	        The
        chairman of the committee is appointed and removed exclusively by the shareholders at the general shareholders’ meeting.
        
        ·	        Pursuant
        to our bylaws and to Mexican law, the chairman of our corporate practices committee submits an annual report regarding its activities
        to our board of directors, which in turn presents the report to our shareholders at the general shareholders’ meeting.
|                                          |  |                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Compensation Committee                    |  |                                                                                                                                                                                                                                                                                                        
|                                          |  |                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|303A.05                                   |  | Compensation committee of independent directors is required, which must approve CEO compensation and offer recommendations to the board concerning non-CEO executive officer compensation. The committee must have a charter specifying the purpose, duties and evaluation procedures of the committee. |  | Our bylaws require that our directors’ compensation be
        determined by the shareholders at the general shareholders’ meeting.
        
        The board of directors is authorized to approve the compensation
        policies for the CEO and other executive officers.                                                                                                                                                                                                                                                                                                                                                                 



61







|Section of the NYSE Listed Company Manual |  | New York Stock Exchange Corporate Governance Rules for Domestic Issuers                                                                                                                                          |  | Our Corporate Governance Practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                          |  |                                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Audit Committee                           |  |                                                                                                                                                                                                                 
|                                          |  |                                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|303A.06 303A.07                           |  | Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended and the more stringent requirements under the NYSE standards is required. |  | We have been required to comply with Rule 10A-3 since July 31,
        2005 and have formed an audit committee that satisfies the requirements of Rule 10A-3. The audit committee is not required to satisfy
        the NYSE independence and other audit committee standards that are not prescribed by Rule 10A-3.
        
        ·	        The
        audit committee is composed of directors who are appointed by either the board of directors after nomination by its chairman or
        by the shareholders at the general shareholders’ meeting.
        
        ·	        All
        members of the audit committee are independent as defined by the Securities Market Law and Rule 10A-3.
        
        ·	        The
        chairman of the audit committee is appointed and removed exclusively by the shareholders at the general shareholders’ meeting
        and submits an annual report regarding the activities of the committee to the board of directors, which in turn presents the report
        to the shareholders at the general shareholders’ meeting.
|                                          |  |                                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Equity Compensation Plans                 |  |                                                                                                                                                                                                                 
|                                          |  |                                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|303A.08                                   |  | Equity compensation plans, and material amendments thereto, require shareholder approval, subject to limited exemptions.                                                                                         |  | Under Mexican law, shareholder approval is required for the adoption and amendment of an equity compensation plan. We do not currently have an equity compensation plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                          |  |                                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Code of Ethics                            |  |                                                                                                                                                                                                                 
|                                          |  |                                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|303A.10                                   |  | Corporate governance guidelines and a code of business conduct and ethics are required, with disclosure of any waiver for directors or executive officers.                                                       |  | We have adopted a code of ethics applicable to our chief executive officer, chief financial officer and principal accounting officer or persons performing similar functions. We must disclose any waivers granted to such persons. A copy of our code of ethics is available on our website at www.radiocentro.com.mx.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



62







|Section of the NYSE Listed Company Manual |  | New York Stock Exchange Corporate Governance Rules for Domestic Issuers                                                                                                                                                                                                                                                                                                                                                                     |  | Our Corporate Governance Practices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Certification Requirements                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|303A.12                                   |  | CEO must (1) certify annually that unaware of any violation of the NYSE corporate governance listing standards and (2) notify the NYSE in writing after any executive officer becomes aware of any material non-compliance with NYSE corporate governance standards. An annual Written Affirmation (as well as interim Written Affirmations in certain circumstances) must be executed and submitted to the NYSE in the form it prescribes. |  | Mexican securities regulations require us to submit annually
        to the CNBV a report and certification of the chairman and secretary of our board of directors regarding the degree of our compliance
        with the provisions of the Mexican Code of Best Corporate Practices.
        
        The NYSE rules require that we execute and submit an annual
        Written Affirmation (as well as interim Written Affirmations in certain circumstances) to the NYSE in the form it prescribes and
        that our CEO notify the NYSE in writing after any executive officer becomes aware of any material non-compliance with NYSE corporate
        governance standards.



63









PART III



| | Item 17. | Financial Statements
| | -------- | --------------------



Not applicable.



| | Item 18. | Financial Statements
| | -------- | --------------------



See pages F-1 through F-52, incorporated
by reference herein.



| | Item 19. | Exhibits
| | -------- | --------



Documents filed as exhibits to this Annual
Report:



| | (a) | List of Financial Statements
| | --- | ----------------------------



|                                                                                                                       |  | Page       
|---------------------------------------------------------------------------------------------------------------------- |  | -----------
|Consolidated Financial Statements of Grupo Radio Centro, S.A.B. de C.V. for the Years Ended December 31, 2011 and 2010 |  |            
|                                                                                                                       |  |            
|Report of independent registered public accounting firm                                                                |  | F-1        
|                                                                                                                       |  |            
|Consolidated statements of financial position as of December 31, 2011 and 2010                                         |  | F-3        
|                                                                                                                       |  |            
|Consolidated statements of comprehensive income for the years ended December 31, 2011 and 2010                         |  | F-4        
|                                                                                                                       |  |            
|Consolidated statements of changes in stockholders’ equity for the years ended  December 31, 2011 and 2010             |  | F-6        
|                                                                                                                       |  |            
|Consolidated statements of cash flows for the years ended December 31, 2011 and 2010                                   |  | F-7        
|                                                                                                                       |  |            
|Notes to the consolidated financial statements as of and for the years ended December 31, 2011 and 2010                |  | F-8 to F-52



All other supplemental schedules relating
to the Company are omitted because they are not required or because the required information, where material, is contained in the
Consolidated Financial Statements or Notes thereto.



| | (b) | List of Exhibits
| | --- | ----------------



|Charter (Escritura Constitutiva), together with an English translation (a)                                                      |  | 1.1
|------------------------------------------------------------------------------------------------------------------------------- |  | ---
|                                                                                                                                |  |    
|Amended and Restated Bylaws of Grupo Radio Centro, S.A.B. de C.V., dated December 16, 2009, filed as an English translation (o) |  | 1.2





64







|Deposit Agreement, dated June 30, 1993, among Grupo Radio Centro, S.A. de C.V., Citibank N.A. and holders from time to time of American Depositary Receipts issued thereunder, including the form of American Depositary Receipt (d)                                                                                                                                                                                                                                                                                                                                                                            |  | 2.1 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Amended and Restated Controlling Trust Agreement, No. F/23020-1, dated April 24, 1992, with amendments dated September 2, 1992, May 18, 1993, September 14, 1993, May 25, 1999 and April 5, 2000 between certain members of the Aguirre family and Bancomer, S.A., as trustee, together with an English translation(b)                                                                                                                                                                                                                                                                                          |  | 3.1 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Trustee Substitution Agreement with respect to the Amended and Restated Controlling Trust Agreement of Trust F/632 (formerly Trust No. F/23020-1), dated June 15, 2007, between certain members of the Aguirre family, Bancomer, S.A., as the old trustee and IXE Banco, S.A., as the new trustee, filed as an English translation (l)                                                                                                                                                                                                                                                                          |  | 3.2 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Trust Agreement, No. F/29307-6, dated June 3, 1998, among certain principal shareholders of Grupo Radio Centro, S.A. de C.V., together with an English translation(c)                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 3.3 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Trustee Substitution Agreement with respect to the Trust Agreement of Trust F/633 (formerly Trust No. F/29307-6), dated June 3, 1998, among certain principal shareholders of Grupo Radio Centro, S.A. de C.V., Bancomer, S.A., as the old trustee and IXE Banco, S.A., as the new trustee, filed as an English translation (m)                                                                                                                                                                                                                                                                                 |  | 3.4 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Trust Dissolution Agreement with respect to Trust F/633, dated June 18, 2007, between certain members of the Aguirre family and IXE Banco, S.A., as trustee, filed as an English translation (l)                                                                                                                                                                                                                                                                                                                                                                                                                |  | 3.5 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Amended and Restated CPO Trust Agreement, dated as of June 27, 2003, between GE Capital Bank S.A., Institución de Banca Multiple, GE Capital Grupo Financiero, as CPO Trustee, and Grupo Radio Centro, S.A. de C.V., filed as an English translation(h)                                                                                                                                                                                                                                                                                                                                                         |  | 3.6 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Amended and Restated Public Deed, dated as of June 27, 2003 (the “Amended and Restated CPO Deed”), filed as an English translation(h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | 4.1 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Modifying Agreement, dated December 14, 1998, between Grupo Radio Centro, S.A. de C.V. and Comercializadora Siete, S.A. de C.V., modifying Service Agreement, dated October 2, 1995 with respect to XHFO-FM, together with an English translation(e)                                                                                                                                                                                                                                                                                                                                                            |  | 4.2 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Modifying Agreement, dated June 29, 2001, between Grupo Radio Centro, S.A. de C.V. and Comercializadora Siete, S.A. de C.V., modifying Service Agreement, dated October 2, 1995, with respect to XHFO-FM, together with an English translation(g)                                                                                                                                                                                                                                                                                                                                                               |  | 4.3 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Modifying Agreement, dated September 7, 2004, between Grupo Radio Centro, S.A. de C.V. and Comercializadora Siete, S.A. de C.V., modifying Service Agreement, dated October 2, 1995 with respect to XHFO-FM, filed as an English translation(j)                                                                                                                                                                                                                                                                                                                                                                 |  | 4.4 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Programming Services Agreement, dated December 23, 1998, among Grupo Radio Centro, S.A. de C.V., Infored and José Gutiérrez Vivó, together with an English translation(e)                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 4.5 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Credit Agreement, dated May 16, 2006, among Grupo Radio Centro, S.A. de C.V, as borrower; Radio Centro Publicidad, S.A. de C.V., GRC Publicidad, S.A. de C.V. and GRC Medios, S.A. de C.V., as several obligors; Desarrollos Empresariales, S.A. de C.V., Radiodifusión Red, S.A. de C.V., Inmobilaria Radio Centro, S.A. de C.V. and Universal de Muebles e Inmuebles, S.A. de C.V., as guarantors; and GE Capital CEF México, S. de R.L. de C.V. and Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, as creditors, (the “Credit Agreement”), filed as an English translation(k) |  | 4.6 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Amendment to the Credit Agreement, dated May 16, 2008, filed as an English translation(m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 4.7 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Second Amendment to the Credit Agreement, dated June 4, 2008, filed as an English translation(m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 4.8 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Third Amendment to the Credit Agreement, dated May 14, 2009, filed as an English translation (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 4.9 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Local Marketing Agreement, dated as of April 3, 2009, among KMVN, LLC, KMVN License, LLC, Grupo Radio Centro LA, LLC and Grupo Radio Centro, S.A.B. de C.V.(n)                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 4.10
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|Put and Call Agreement, dated as of April 3, 2009, among KMVN, LLC, KMVN License, LLC, Grupo Radio Centro LA, LLC and Grupo Radio Centro, S.A.B. de C.V.(n)                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 4.11



65







|First Amendment to Put and Call Agreement, dated as of April 12, 2012, among KMVN, LLC, KMVN License, LLC, Grupo Radio Centro LA, LLC, Grupo Radio Centro, S.A.B. de C.V., 93.9 Holdings, Inc. and 93.9 License, LLC(o) |  | 4.12
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                                                                                        |  |     
|List of Subsidiaries of the Company                                                                                                                                                                                     |  | 8.1 
|                                                                                                                                                                                                                        |  |     
|Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                 |  | 12.1
|                                                                                                                                                                                                                        |  |     
|Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                 |  | 12.2
|                                                                                                                                                                                                                        |  |     
|Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                 |  | 13.1
|                                                                                                                                                                                                                        |  |     
|Letter from BDO Hernández Marrón y Cía., S.C. Addressed to the SEC(p)                                                                                                                                                   |  | 15.1

________________



(a) Incorporated by reference to the Company’s
Registration Statement on Form F-1 (Commission File No. 333-63878) filed on June 4, 1993.



(b) Incorporated by reference to the Company’s
Annual Report on Form 20-F (Commission File No. 001-12090) filed on December 31, 1993.



(c) Incorporated by reference to the Company’s
Annual Report on Form 20-F (Commission File No. 001-12090) filed on June 30, 1998.



(d) Incorporated by reference
to the Company’s Registration Statement on Form F-6 (Commission File No. 333-8224) filed on January 16, 1998.



(e) Incorporated by reference to the Company’s
Annual Report on Form 20-F (Commission File No. 001-12090) filed on June 30, 1999.



(f) Incorporated by reference to the Company’s
Annual Report on Form 20-F (Commission File No. 001-12090) filed on May 9, 2001.



(g) Incorporated by reference to the Company’s
Annual Report on Form 20-F (Commission File No. 001-12090) filed on June 24, 2002.



(h) Incorporated by reference to the Company’s
Annual Report on Form 20-F (Commission File No. 001-12090) filed on June 30, 2003.



(i) Incorporated by reference to the Company’s
Annual Report on Form 20-F (Commission File No. 001-12090) filed on July 1, 2004, as amended by amendment filed on July 2,
2004.



(j) Incorporated by reference to the Company’s
Annual Report on Form 20-F (Commission File No. 001-12090) filed on June 29, 2005.



(k)Incorporated by reference to the Company’s
Annual Report on Form 20-F (Commission File No. 001-12090) filed on June 30, 2006.



(l) Incorporated by reference to our Annual Report
on Form 20-F (Commission File No. 001-12090) filed on July 2, 2007.



(m) Incorporated by reference to our Annual Report
on Form 20-F (Commission File No. 001-12090) filed on July 30, 2008.



(n) Incorporated by reference to the Form 8-K of
Emmis Communications Corporation (Commission File No. 0-23264) filed on April 8, 2009.



(o) Incorporated by reference to the Form 8-K of
Emmis Communications Corporation (Commission File No. 000-23264) filed on April 16, 2012.



66







(p)Incorporated by reference to the Company’s
Annual Report on Form 20-F (Commission File No. 001-12090) filed on June 21, 2011.



67









| | Grupo Radio Centro, S. A. B. de C. V. and Subsidiaries                                                                                                                | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                                                                                                                                                                       | 
| | Consolidated Financial Statements for the Years Ended December 31, 2011 and 2010, and Report of Independent Registered Public Accounting Firm Dated February 15, 2012 | 











Grupo Radio Centro, S. A. B. de C. V. and Subsidiaries



Report of Independent Registered
Public Accounting Firmand Consolidated
Financial Statements for 2011 and 2010



|Table of contents                                          |  | Page
|---------------------------------------------------------- |  | ----
|                                                           |  |     
|Report of Independent Registered Public Accounting Firm    |  | F-1 
|                                                           |  |     
|Consolidated Statements of Financial Position              |  | F-3 
|                                                           |  |     
|Consolidated Statements of Comprehensive Income            |  | F-4 
|                                                           |  |     
|Consolidated Statements of Changes in Stockholders’ Equity |  | F-6 
|                                                           |  |     
|Consolidated Statements of Cash Flows                      |  | F-7 
|                                                           |  |     
|Notes to Consolidated Financial Statements                 |  | F-8 











Report of Independent Registered Public Accounting Firm
to the Board of Directors and Stockholders of Grupo Radio Centro, S. A. B. de C. V.



We have audited the accompanying consolidated statements of
financial position of Grupo Radio Centro, S. A. B. de C. V. and subsidiaries (the “Company”), as of December 31, 2011
and 2010 and as of January 1, 2010 (date of transition), and the related consolidated statements of comprehensive income, changes
in stockholders’ equity and cash flows for the years ended December 31, 2011 and 2010. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statements
based on our audits.



We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Grupo Radio Centro, S. A. B. de C. V. and subsidiaries as of December
31, 2011 and 2010 and as of January 1, 2010 (date of transition) and the results of their operations and their cash flows for the
years ended December 31, 2011 and 2010, in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board.



As mentioned in Note 28, the Company adopted International Financial
Reporting Standards as issued by the International Accounting Standards Board for the first time for the year ended December 31,
2011. Such adoption affected the amounts previously reported in the Company’s consolidated financial statements which were
presented under Mexican Financial Reporting Standards.



Our audits also comprehended the translation of Mexican peso
amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note
3. The translation of the consolidated financial statement amounts into U.S. dollars and the translation of the financial statements
into English have been made solely for the convenience of readers outside Mexico.



F-1







We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of
December 31, 2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated February 15, 2012 expressed an unqualified opinion on
the Company’s internal control over financial reporting (not presented herein).



Galaz, Yamazaki, Ruiz Urquiza, S. C.

Member of Deloitte Touche TohmatsuLimited



C. P. C. Erick J. Calvillo Rello



February 15, 2012

(April 25, 2012 with respect to Note 30)



F-2







Grupo Radio Centro, S. A. B. de C. V. and Subsidiaries



Consolidated Statements of Financial Position

As of December 31, 2011 and 2010 and January 1, 2010

(In thousands of Mexican pesos (Ps.)
and in thousands of U. S. dollars (US $))



|                                             |  |       |  | 31/12/2011                            |         |  |            |     |           |            |  |     |            | 
|-------------------------------------------- |  | ----- |  | ------------------------------------- | ------- |  | ---------- | --- | --------- | ---------- |  | --- | ---------- | 
|                                             |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|                                             |  | Note  |  | (Convenience translation; see Note 3) |         |  | 31/12/2011 |     |           | 31/12/2010 |  |     | 01/01/2010 | 
|Assets                                       |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Current assets:                              |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|                                             |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Cash and cash equivalents                    |  | 5     |  | US$                                   | 8,674   |  |            | Ps. | 121,255   |            |  | Ps. | 143,443    | 
|Recoverable taxes (mainly income tax)        |  |       |  |                                       | 1,459   |  |            |     | 20,389    |            |  |     | -          | 
|Broadcasting receivables, net                |  | 6     |  |                                       | 21,541  |  |            |     | 301,118   |            |  |     | 308,143    | 
|Other receivables                            |  | 7     |  |                                       | 598     |  |            |     | 8,365     |            |  |     | 6,490      | 
|Prepaid expenses                             |  | 8     |  |                                       | 2,512   |  |            |     | 35,108    |            |  |     | 32,368     | 
|Total current assets                         |  |       |  |                                       | 34,784  |  |            |     | 486,235   |            |  |     | 490,444    | 
|                                             |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Non-current assets:                          |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Property and equipment, net                  |  | 9     |  |                                       | 32,655  |  |            |     | 456,475   |            |  |     | 438,717    | 
|Prepaid expenses                             |  | 8     |  |                                       | -       |  |            |     | -         |            |  |     | -          | 
|Deferred income taxes                        |  | 21    |  |                                       | -       |  |            |     | -         |            |  |     | 7,239      | 
|Intangible and other assets, net             |  | 10    |  |                                       | 382     |  |            |     | 5,349     |            |  |     | 6,326      | 
|Goodwill                                     |  | 11    |  |                                       | 59,295  |  |            |     | 828,863   |            |  |     | 828,863    | 
|Total non-current assets                     |  |       |  |                                       | 92,332  |  |            |     | 1,290,687 |            |  |     | 1,281,145  | 
|                                             |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Total assets                                 |  |       |  | US$                                   | 127,116 |  |            | Ps. | 1,776,922 |            |  | Ps. | 1,771,589  | 
|Liabilities and stockholders’ equity         |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Current liabilities:                         |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Current portion of long-term debt            |  | 12    |  | US$                                   | 2,914   |  |            | Ps. | 40,736    |            |  | Ps. | 41,064     | 
|Deferred revenue                             |  |       |  |                                       | 7,323   |  |            |     | 102,365   |            |  |     | 139,751    | 
|Accounts payable and accrued expenses        |  |       |  |                                       | 4,034   |  |            |     | 56,394    |            |  |     | 57,483     | 
|Taxes payable                                |  | 13    |  |                                       | 2,766   |  |            |     | 38,672    |            |  |     | 67,806     | 
|Total current liabilities                    |  |       |  |                                       | 17,037  |  |            |     | 238,167   |            |  |     | 306,104    | 
|                                             |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Non-current liabilities:                     |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Long-term debt                               |  | 12    |  |                                       | 3,578   |  |            |     | 50,000    |            |  |     | 90,000     | 
|Employee benefits                            |  | 14    |  |                                       | 5,739   |  |            |     | 80,222    |            |  |     | 79,944     | 
|Deferred income taxes                        |  | 21    |  |                                       | -       |  |            |     | -         |            |  |     | -          | 
|Total non-current liabilities                |  |       |  |                                       | 9,317   |  |            |     | 130,222   |            |  |     | 169,944    | 
|Total liabilities                            |  |       |  |                                       | 26,354  |  |            |     | 368,389   |            |  |     | 476,048    | 
|                                             |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Contingencies and litigation                 |  | 24    |  |                                       |         |  |            |     |           |            |  |     |            | 
|                                             |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Commitments                                  |  | 16 25 |  |                                       |         |  |            |     |           |            |  |     |            | 
|Stockholders’ equity:                        |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Common stock                                 |  | 17    |  |                                       | 75,827  |  |            |     | 1,059,962 |            |  |     | 1,059,962  | 
|Reserve for the repurchase of shares         |  |       |  |                                       | 2,145   |  |            |     | 29,989    |            |  |     | 29,989     | 
|Retained earnings                            |  |       |  |                                       | 22,439  |  |            |     | 313,667   |            |  |     | 203,171    | 
|Other comprehensive income                   |  |       |  |                                       | 328     |  |            |     | 4,590     |            |  |     | 2,105      | 
|Equity attributable to owners of the Company |  |       |  |                                       | 100,739 |  |            |     | 1,408,208 |            |  |     | 1,295,227  | 
|Non-controlling interest                     |  |       |  |                                       | 23      |  |            |     | 325       |            |  |     | 314        | 
|Total equity                                 |  |       |  |                                       | 100,762 |  |            |     | 1,408,533 |            |  |     | 1,295,541  | 
|                                             |  |       |  |                                       |         |  |            |     |           |            |  |     |            | 
|Total liabilities and stockholders’ equity   |  |       |  | US$                                   | 127,116 |  |            | Ps. | 1,776,922 |            |  | Ps. | 1,771,589  | 



See accompanying notes to consolidated financial statements.



F-3







Grupo Radio Centro, S. A. B. de C. V. and Subsidiaries





Consolidated Statements
of Comprehensive Income

For the years ended December 31, 2011 and 2010

(In thousands of Mexican pesos (Ps.)
and in thousands of U. S. dollars (US $), except per share data)



|                                                               |  | Notes |  | 31/12/2011 (Convenience translation; see Note 3) |        |   | 31/12/2011 |     |         | 31/12/2010 | 
|-------------------------------------------------------------- |  | ----- |  | ------------------------------------------------ | ------ | - | ---------- | --- | ------- | ---------- | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Revenues:                                                      |  |       |  |                                                  |        |   |            |     |         |            | 
|Broadcasting revenue                                           |  |       |  | US$                                              | 70,722 |   |            | Ps. | 988,598 |            | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Expenses:                                                      |  |       |  |                                                  |        |   |            |     |         |            | 
|Broadcasting expenses, excluding depreciation and amortization |  | 19    |  |                                                  | 51,456 |   |            |     | 719,294 |            | 
|Depreciation and amortization                                  |  |       |  |                                                  | 1,786  |   |            |     | 24,967  |            | 
|Corporate expenses                                             |  | 19    |  |                                                  | 1,069  |   |            |     | 14,939  |            | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Other expenses, net                                            |  | 20    |  |                                                  | 4,298  |   |            |     | 60,077  |            | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Finance costs:                                                 |  |       |  |                                                  |        |   |            |     |         |            | 
|Interest income                                                |  |       |  |                                                  | (1     | ) |            |     | (20     | )          | 
|Interest expense                                               |  |       |  |                                                  | 1,280  |   |            |     | 17,886  |            | 
|Exchange loss                                                  |  |       |  |                                                  | 14     |   |            |     | 198     |            | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Net finance costs                                              |  |       |  |                                                  | 1,293  |   |            |     | 18,064  |            | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Profit before income taxes                                     |  |       |  |                                                  | 10,820 |   |            |     | 151,257 |            | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Income tax benefit (expense)                                   |  | 21    |  |                                                  | 1,735  |   |            |     | 24,250  |            | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Profit for the year                                            |  |       |  |                                                  | 12,555 |   |            |     | 175,507 |            | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Other comprehensive income (loss) items:                       |  |       |  |                                                  |        |   |            |     |         |            | 
|Foreign currency translation                                   |  |       |  |                                                  | 233    |   |            |     | 3,257   |            | 
|Net actuarial gains and losses for the year                    |  |       |  |                                                  | (77    | ) |            |     | (1,072  | )          | 
|Tax effect of net actuarial gains and losses for the year      |  |       |  |                                                  | 22     |   |            |     | 300     |            | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Other comprehensive income for the year                        |  |       |  |                                                  | 178    |   |            |     | 2,485   |            | 
|                                                               |  |       |  |                                                  |        |   |            |     |         |            | 
|Total comprehensive income for the year                        |  |       |  | US$                                              | 12,733 |   |            | Ps. | 177,992 |            | 



(continued)



F-4







|                                                         |  | Notes |  | 31/12/2011 (Convenience translation; see Note 3) |        | 31/12/2011 |     | 31/12/2010
|-------------------------------------------------------- |  | ----- |  | ------------------------------------------------ | ------ | ---------- | --- | ----------
|Profit for the year attributable to:                     |  |       |  |                                                  |        |            |     |           
|                                                         |  |       |  |                                                  |        |            |     |           
|Owners of the Company                                    |  |       |  | US$                                              | 12,554 |            | Ps. | 175,496   
|Non-controlling interests                                |  |       |  |                                                  | 1      |            |     | 11        
|                                                         |  |       |  |                                                  |        |            |     |           
|                                                         |  |       |  | US$                                              | 12,555 |            | Ps. | 175,507   
|                                                         |  |       |  |                                                  |        |            |     |           
|Other comprehensive income attributable to:              |  |       |  |                                                  |        |            |     |           
|                                                         |  |       |  |                                                  |        |            |     |           
|Owners of the Company                                    |  |       |  | US$                                              | 178    |            | Ps. | 2,485     
|Non-controlling interests                                |  |       |  |                                                  | -      |            |     | -         
|                                                         |  |       |  |                                                  |        |            |     |           
|                                                         |  |       |  | US$                                              | 178    |            | Ps. | 2,485     
|                                                         |  |       |  |                                                  |        |            |     |           
|Total comprehensive income for the year attributable to: |  |       |  |                                                  |        |            |     |           
|                                                         |  |       |  |                                                  |        |            |     |           
|Owners of the Company                                    |  |       |  | US$                                              | 12,732 |            | Ps. | 177,981   
|Non-controlling interests                                |  |       |  |                                                  | 1      |            |     | 11        
|                                                         |  |       |  |                                                  |        |            |     |           
|                                                         |  |       |  | US$                                              | 12,733 |            | Ps. | 177,992   
|                                                         |  |       |  |                                                  |        |            |     |           
|Basic and diluted earnings per share (in pesos)          |  |       |  | US$                                              | 0.0771 |            | Ps. | 1.0785    



(concluded)



See accompanying notes to consolidated financial statements.



F-5







Grupo Radio Centro, S. A. B. de C. V. and Subsidiaries



Consolidated Statements of Changes in Stockholders’
Equity

For the years ended December 31, 2011 and 2010

(In thousands of Mexican pesos (Ps.))



|                                                          |  | Common stock |           |  | Reserve for the repurchase of shares |     |        | Retained earnings |  |     | Other comprehensive income |   |  | Non-controlling interest |       |  | Total stockholders’ equity |    
|--------------------------------------------------------- |  | ------------ | --------- |  | ------------------------------------ | --- | ------ | ----------------- |  | --- | -------------------------- | - |  | ------------------------ | ----- |  | -------------------------- | ---
|                                                          |  |              |           |  |                                      |     |        |                   |  |     |                            |   |  |                          |       |  |                            |    
|Balances as of January 1, 2010                            |  | Ps.          | 1,059,962 |  |                                      | Ps. | 29,989 |                   |  | Ps. | 305,887                    |   |  | Ps.                      | -     |  |                            | Ps.
|                                                          |  |              |           |  |                                      |     |        |                   |  |     |                            |   |  |                          |       |  |                            |    
|Dividends declared                                        |  |              | -         |  |                                      |     | -      |                   |  |     | (100,000                   | ) |  |                          | -     |  |                            |    
|                                                          |  |              |           |  |                                      |     |        |                   |  |     |                            |   |  |                          |       |  |                            |    
|Changes in ownership of subsidiaries – Equity transaction |  |              | -         |  |                                      |     | -      |                   |  |     | (53,959                    | ) |  |                          | -     |  |                            |    
|                                                          |  |              |           |  |                                      |     |        |                   |  |     |                            |   |  |                          |       |  |                            |    
|Total comprehensive income                                |  |              | -         |  |                                      |     | -      |                   |  |     | 51,243                     |   |  |                          | 2,105 |  |                            |    
|                                                          |  |              |           |  |                                      |     |        |                   |  |     |                            |   |  |                          |       |  |                            |    
|Balances as of December 31, 2010                          |  |              | 1,059,962 |  |                                      |     | 29,989 |                   |  |     | 203,171                    |   |  |                          | 2,105 |  |                            |    
|                                                          |  |              |           |  |                                      |     |        |                   |  |     |                            |   |  |                          |       |  |                            |    
|Dividends declared                                        |  |              | -         |  |                                      |     | -      |                   |  |     | (65,000                    | ) |  |                          | -     |  |                            |    
|                                                          |  |              |           |  |                                      |     |        |                   |  |     |                            |   |  |                          |       |  |                            |    
|Comprehensive income                                      |  |              | -         |  |                                      |     | -      |                   |  |     | 175,496                    |   |  |                          | 2,485 |  |                            |    
|                                                          |  |              |           |  |                                      |     |        |                   |  |     |                            |   |  |                          |       |  |                            |    
|Balances as of December 31, 2011                          |  | Ps.          | 1,059,962 |  |                                      | Ps. | 29,989 |                   |  | Ps. | 313,667                    |   |  | Ps.                      | 4,590 |  |                            | Ps.



See accompanying notes to consolidated financial statements.



F-6







Grupo Radio Centro, S. A. B. de C. V. and Subsidiaries



Consolidated Statements of Cash Flows

For the years ended December 31,
2011 and 2010

(In thousands of Mexican pesos (Ps.))



|                                                   |  | 31/12/2011 |          |   | 31/12/2010 |    
|-------------------------------------------------- |  | ---------- | -------- | - | ---------- | ---
|Cash flows from operating activities:              |  |            |          |   |            |    
|Profit before income taxes                         |  | Ps.        | 151,257  |   |            | Ps.
|Adjustments:                                       |  |            |          |   |            |    
|Depreciation and amortization                      |  |            | 24,967   |   |            |    
|Employee benefits                                  |  |            | 3,271    |   |            |    
|Exchange loss, net                                 |  |            | 198      |   |            |    
|Interest income                                    |  |            | (20      | ) |            |    
|Interest expense                                   |  |            | 17,886   |   |            |    
|                                                   |  |            |          |   |            |    
|Working capital adjustments:                       |  |            |          |   |            |    
|(Increase) decrease in:                            |  |            |          |   |            |    
|Broadcasting receivables, net                      |  |            | 7,025    |   |            |    
|Recoverable taxes                                  |  |            | (20,389  | ) |            |    
|Prepaid expenses                                   |  |            | (2,740   | ) |            |    
|Other receivables                                  |  |            | (1,875   | ) |            |    
|Deferred revenue                                   |  |            | (37,386  | ) |            |    
|Accounts payable and accrued expenses              |  |            | (2,435   | ) |            |    
|Taxes payable                                      |  |            | (8,263   | ) |            |    
|Payments of employee benefits                      |  |            | (9,758   | ) |            |    
|Income tax recovered (paid)                        |  |            | 10,618   |   |            |    
|Net cash generated by operating activities         |  |            | 132,356  |   |            |    
|                                                   |  |            |          |   |            |    
|Cash flows from investing activities:              |  |            |          |   |            |    
|Interest received                                  |  |            | 20       |   |            |    
|Purchases of property and equipment                |  |            | (41,748  | ) |            |    
|Net cash used in investing activities              |  |            | (41,728  | ) |            |    
|                                                   |  |            |          |   |            |    
|Cash flows from financing activities:              |  |            |          |   |            |    
|Borrowings obtained                                |  |            | -        |   |            |    
|Re-payments of borrowings                          |  |            | (40,000  | ) |            |    
|Interest paid                                      |  |            | (11,073  | ) |            |    
|Acquisition of non-controlling interest            |  |            | -        |   |            |    
|Dividends paid                                     |  |            | (65,000  | ) |            |    
|Net cash used in financing activities              |  |            | (116,073 | ) |            |    
|                                                   |  |            |          |   |            |    
|Effects of exchange rate changes on cash flows     |  |            | 3,257    |   |            |    
|Net decrease in cash and cash equivalents          |  |            | (22,188  | ) |            |    
|Cash and cash equivalents at the beginning of year |  |            | 143,443  |   |            |    
|                                                   |  |            |          |   |            |    
|Cash and cash equivalents at the end of year       |  | Ps.        | 121,255  |   |            | Ps.



See accompanying notes to consolidated
financial statements.



F-7







Grupo Radio Centro, S. A. B. de C. V. and Subsidiaries



Notes to Consolidated Financial Statements

As of December 31, 2011and 2010 and January 1, 2010 and
for the years ended December 31, 2011 and 2010

((In thousands of Mexican pesos (Ps.)
and in thousands of U. S. dollars (US $), unless otherwise indicated)



| | 1. | General information
| | -- | -------------------



Grupo Radio Centro, S. A. B. de
C. V. (“Grupo Radio Centro”) and subsidiaries (collectively, the “Company”) is a corporation organized
under the laws of Mexico and incorporated on June 8, 1971. The address of its registered office and principal place of business
is Constituyentes 1154, 7th floor, Mexico City, México.



The Company is a Mexican commercial
broadcasting company whose principal line of business is the production and radio broadcasting of musical programs, news and special
events. Its revenues are derived primarily from the sale of commercial air time to advertising agencies and business. The Company
also operates a radio network in Mexico, under the trade name OIR (Organización Impulsora de Radio).



| | 2. | Adoption of International Financial Reporting Standards
| | -- | -------------------------------------------------------



The accompanying consolidated
financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as
issued by the International Accounting Standards Board (“IASB”) and adopted by the Company in 2011. Accordingly, all
IFRS, improvements and interpretations that were issued and in effect through December 31, 2011 are included in the accompanying
consolidated financial statements.



Transition to IFRS
- The most recently issued annual consolidated financial statements of the Company (which were for the year ended December 31,
2010) were prepared in accordance with Mexican Financial Reporting Standards (“MFRS”, individually referred to as Normas
de Información Financiera, or “NIFs”). MFRS differs in certain respects from IFRS. Accordingly, certain
adjustments and transition rules have been applied to the 2010 figures previously reported under MFRS in order for them to comply
with IFRS. The Company’s date of transition, which is defined as the beginning of the earliest period for which the Company
is presenting comparative information, is January 1, 2010.



As the accompanying financial
statements are the Company’s initial financial statements prepared in accordance with IFRS, they include the application
of IFRS 1, First Time Adoption of International Financial Reporting Standards, and the related transition requirements.
IFRS 1 generally requires retrospective application of all IFRS and related improvements and interpretations. However, IFRS 1 requires
certain mandatory exceptions and permits other optional exemptions from retrospective application in order to assist entities in
the transition process.



The Company has applied the following
mandatory exception to the retrospective application of IFRS as required by IFRS 1:



| | · | Accounting estimates – Accounting estimates made under MFRS in 2010 are consistent with estimates under IFRS made for
the same periods and, accordingly, are not retrospectively modified.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company has also applied the
following voluntary exemptions from retrospective application of IFRS as permitted by IFRS 1:



F-8







| | · | Business combinations under IFRS 3 (2008) – The Company chose to apply IFRS 3 (2008) as of
its transition date to IFRS (January 1,2010). Accordingly, business combinations effected
prior to such date were not accounted for under IFRS 3 (2008). Consistent with this optional exemption, the carrying amount of
goodwill at the date of transition is its carrying amount under MFRS and, accordingly, the Company did not remove the cumulative
effects of inflation through December 31, 2007.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Employee Benefits – The Company elected to recognize all cumulative actuarial gains and losses at the date of transition
to IFRS. The Company applied this exemption to all of its plans.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Under IAS 21, The Effects of Changes in Foreign Exchange Rates, entities must (i) recognize some translation differences in
other comprehensive income and accumulate these in a separate component of equity; and (ii) on disposal of a foreign operation,
reclassify the cumulative translation difference for that foreign operation (including, if applicable, gains and losses on related
hedges) from equity to profit or loss as part of the gain or loss on disposal. However, a first-time adopter need not comply with
this requirement for cumulative translation differences that existed at the date of transition to IFRS. If a first-time adopter
uses this exemption: (i) the cumulative translation differences for all foreign operations are deemed to be zero at the date of
transition to IFRS, and (ii) the gain or loss on a subsequent disposal of any foreign operation shall exclude translation differences
that arose before the date of transition to IFRS and shall include later translation differences. The Company applied this exemption
to its financial statements at the transition date and will account for such effects prospectively.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Fair Value or revaluation – In accordance with IFRS 1, an entity may elect to measure an item of property, plant and
equipment at the date of transition to IFRS at its fair value and to use that fair value as its deemed cost at that date. A first-time
adopter may elect to use a revaluation of property, plant and equipment and intangible assets based on its previous accounting
principles at, or before, the date of transition to IFRS as deemed cost at the date of revaluation, if the revaluation was, at
the date of the revaluation, broadly comparable to (i) fair value; or (ii) cost or depreciated cost in accordance with IFRS, adjusted
to reflect, for example, changes in a general or specific price index. The Company elected to use the deemed cost exemption for
its property and equipment and, accordingly, the attributed cost at the transition date was the restated amount (i.e., including
the effects of inflation through December 31, 2007) of property and equipment as determined under MFRS at December 31, 2009.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The required reconciliations of
equity and total comprehensive income, as well as a description of the differences between MFRS and IFRS as they apply to the Company
are discussed in Note 28.



| | 3. | Significant accounting policies
| | -- | -------------------------------



The principal accounting policies followed by the
Company in the preparation of its financial consolidated statements are summarized below:



| | 3.1 | Cash equivalents
| | --- | ----------------



The Company considers all highly-liquid
debt instruments purchased with an original maturity of three months or less to be cash equivalents.



F-9







| | 3.2 | Basis of preparation
| | --- | --------------------



The consolidated financial statements have been prepared
on historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for assets.



Mexican peso is the currency of presentation of these
financial statements.



Solely for convenience of readers, Mexican peso amounts
included in the consolidated financial statements have been translated into U.S. dollar amounts at the rate of 13.9787 Mexican
pesos per U.S. dollar, which is the exchange rate for Mexican pesos on December 31, 2011, as published by the Central Bank of Mexico.
This translation should not be construed as a representation that the Mexican peso amounts have been, could have been or could,
in the future, be converted into U.S. dollars at this rate or any other rate.



| | 3.3 | Basis of consolidation
| | --- | ----------------------



The consolidated financial
statements include the financial information of Grupo Radio Centro and those of the subsidiaries over which Grupo Radio Centro
exercises “control”, with “control” defined as the power to govern the financial and operating policies
of an entity so as to obtain benefits from its activities. Grupo Radio Centro owns approximately
99.9% of most of its subsidiaries, which comprise the following companies held as of the dates indicated below:



|                                                             |  | Ownership percentage |       
|------------------------------------------------------------ |  | -------------------- | ------
|Subsidiary                                                   |  | 31/12/11             |       
|Radio stations:                                              |  |                      |       
|                                                             |  |                      |       
|XEQR, S. A. de C. V.                                         |  |                      | 99.99 
|XERC, S. A. de C. V.                                         |  |                      | 99.99 
|XEEST, S. A. de C. V. (a)                                    |  |                      | 99.99 
|XEQR- FM, S. A. de C. V.                                     |  |                      | 99.99 
|XERC-FM, S. A. de C. V.                                      |  |                      | 99.99 
|XEJP-FM, S. A. de C.V.                                       |  |                      | 99.99 
|XEDKR-AM, S. A. de C. V.                                     |  |                      | 99.99 
|Radio Red, S. A. de C. V.                                    |  |                      | 99.99 
|Radio Red- FM, S. A. de C. V.                                |  |                      | 99.99 
|Estación Alfa, S. A. de C. V.                                |  |                      | 99.99 
|Emisora 1150, S. A. de C. V.                                 |  |                      | 99.99 
|Radio Sistema Mexicano, S. A.                                |  |                      | 99.99 
|Grupo Radio Centro LA., LLC (b)                              |  |                      | 100.00
|                                                             |  |                      |       
|Marketing companies:                                         |  |                      |       
|                                                             |  |                      |       
|GRC Radiodifusión, S. A. de C.V.                             |  |                      | 99.99 
|GRC Comunicaciones, S. A. de C. V.                           |  |                      | 99.99 
|                                                             |  |                      |       
|Service companies:                                           |  |                      |       
|                                                             |  |                      |       
|Promotora Técnica de Servicios Profesionales, S. A. de C. V. |  |                      | 99.99 
|Publicidad y Promociones Internacionales, S. A. de C. V.     |  |                      | 99.99 
|Promo Red, S. A. de C. V.                                    |  |                      | 99.99 
|To2 México, S. A. de C.V.                                    |  |                      | 99.99 



F-10







|                                                        |  | Ownership percentage |      
|------------------------------------------------------- |  | -------------------- | -----
|Subsidiary                                              |  | 31/12/11             |      
|                                                        |  |                      |      
|Subholding companies:                                   |  |                      |      
|                                                        |  |                      |      
|Desarrollos Empresariales, S. A. de C. V.               |  |                      | 99.99
|Radiodifusión Red, S. A. de C. V.                       |  |                      | 99.99
|Enlaces Troncales, S. A. de C. V.                       |  |                      | 99.99
|To2 México, S. A. de C. V.                              |  |                      | 99.99
|                                                        |  |                      |      
|Real estate companies:                                  |  |                      |      
|                                                        |  |                      |      
|Universal de Muebles e Inmuebles, S. A. de C. V.        |  |                      | 99.99
|Inmobiliaria Radio Centro, S. A. de C. V.               |  |                      | 99.99
|                                                        |  |                      |      
|Non- operating companies:                               |  |                      |      
|                                                        |  |                      |      
|Música, Música, Música, S. A. de C. V.                  |  |                      | 99.99
|Promotora de Éxitos, S. A. de C. V.                     |  |                      | 99.99
|Producciones Artísticas Internacionales, S. A. de C. V. |  |                      | 99.99



All intercompany balances and transactions have been
eliminated in consolidation.



| | a) | Radio station managed and operated by Comercializadora Siete de México, S.A. de C.V. a third party.
| | -- | ---------------------------------------------------------------------------------------------------



| | b) | Grupo Radio Centro LA LLC, a wholly-owned subsidiary of the Company, was incorporated on March 13, 2009 (“GRC-LA”)
in accordance with the laws of the state of Delaware in the United States of America to provide programming on KXOS-FM radio pursuant
to the LMA (as defined in Note 26) with Emmis Communications Corporation. The main activity of GRC-LA is the operation of the radio
station with the call letters KXOS-FM (formerly, KMVN-FM) that operates on a frequency of 93.9 FM in Los Angeles, California (see
Note 26 for more information). As of December 31, 2010, the Company owned 100% of GRC-LA. On February 26, 2010, capital contributions
of US $ 1,470 (equivalent to Ps. 19,864) were returned to several members of the Aguirre family, the majority shareholders of the
Company, which reduced their ownership interest in GRC-LA from 49% to zero. The Company is now the sole shareholder of GRC-LA.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-11







The Company’s radio-station operations include
the production and broadcasting of musical programs, news, interviews, special events and advertising in Mexico City’s metropolitan
area and in Los Angeles, California.



The marketing companies of Grupo Radio Centro are
responsible for the programming and sale of commercial airtime for broadcast by the Company’s radio stations in Mexico City,
the metropolitan area, and the interior of the country.



The Company’s service companies provide commercial,
technical and administrative services to the companies comprising Grupo Radio Centro.



The Company’s real estate companies own the
land and buildings where the transmission facilities of the Company’s radio stations and its commercial companies are located,
including the building where the headquarter offices and studios of Grupo Radio Centro are located.



The Company’s non-operating companies were
incorporated for the purpose of developing new investment projects.



| | 3.4 | Changes in the Company’s ownership interests in existing subsidiaries
| | --- | ---------------------------------------------------------------------



Changes in the Company’s ownership interests
in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions.
The carrying amounts of the Company's interests and the non-controlling interests are adjusted to reflect the changes in their
relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and
the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.



When the Company loses control of a subsidiary, a
gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of
the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including
goodwill), and liabilities of the subsidiary and any non-controlling interests. The fair value of any investment retained in the
former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting
under IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition of
an investment in an associate or a jointly controlled entity.



F-12







| | 3.5 | Financial instruments
| | --- | ---------------------



Financial assets and financial liabilities are recognized
when the Company becomes a party to the contract governing such financial instruments.



Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted
from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognized immediately in profit or loss.



| | 3.5.1 | Effective interest method
| | ----- | -------------------------



The effective interest method is a method of calculating
the amortized cost of financial instruments and of allocating interest income over the relevant period. The effective interest
rate is the rate that exactly discounts estimated future cash flows expected to be paid or received (including all fees and expenses
paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts)
through the expected life of the instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.



Income is recognized on an effective interest basis
for debt instruments other than those financial assets classified as at fair value through profit or loss.



Financial assets



| | 3.5.2 | Loans and receivables
| | ----- | ---------------------



Loans and receivables are non-derivative financial
assets with fixed payments or payments that may be determined and are not quoted in an active market. Loans and receivables are
mainly comprised of broadcasting receivables that are carried at amortized cost.



F-13







| | 3.5.3 | Impairment of financial assets
| | ----- | ------------------------------



The Company creates a general reserve for impaired
broadcasting receivables equivalent to 0.5% of its broadcasting revenues. Additionally, the Company reviews the outstanding amounts
and age of the broadcasting receivables on a client-by-client basis in order to determine the need to create an additional allowance
for the recoverability of such receivables.



Financial liabilities
and equity instruments



| | 3.5.4 | Financial liabilities
| | ----- | ---------------------



The Company’s financial liabilities, consisting
mainly of accounts payable and borrowings, are measured at amortized cost using the effective interest method, described above.



| | 3.5.5 | Derecognition of financial liabilities
| | ----- | --------------------------------------



The Company derecognizes financial liabilities only
when its obligations are discharged or cancelled or when they expire. The difference between the carrying amount of the financial
liability derecognized and the consideration paid and payable is recognized in profit or loss.



| | 3.6 | Property and equipment
| | --- | ----------------------



Land and buildings held for use in the supply of
services, or for administrative purposes, are stated in the consolidated statement of financial position at their cost and in the
case of buildings, less any accumulated depreciation.



Fixtures and broadcasting equipment are stated at
cost less accumulated depreciation and accumulated impairment losses.



Properties in the course of construction for supply
of services or administrative purposes are carried at cost, less any recognized impairment loss. Such properties are transferred
to the appropriate categories of property or equipment when completed and ready for intended use. Depreciation of these assets,
on the same basis as other property assets, commences when the assets are ready for their intended use.



F-14







Depreciation is recognized so as to write off the
cost of assets (other than freehold land and properties under construction) less their residual values over their useful lives,
using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of
each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.



An item of property and equipment is derecognized
upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising
on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and
the carrying amount of the asset and is recognized in profit or loss.



| | 3.7 | Intangible assets
| | --- | -----------------



Intangible assets with finite useful lives that are
acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized
on a straight-line basis over the estimated useful lives of the assets. The estimated useful life and amortization method are reviewed
at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.



F-15







| | 3.8 | Impairment of tangible and intangible assets other than goodwill
| | --- | ----------------------------------------------------------------



At the end of each reporting period, the Company
reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset,
the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they
are allocated to the smallest cash-generating unit for which a reasonable and consistent allocation basis can be identified.



Intangible assets with indefinite useful lives and
intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that
the asset may be impaired.



Recoverable amount is the higher of fair value less
costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.



If the recoverable amount of an asset (or cash-generating
unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to
its recoverable amount. An impairment loss is recognized immediately in profit or loss.



When an impairment loss subsequently
reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment
loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately
in profit or loss.



| | 3.9 | Goodwill
| | --- | --------



Goodwill arising on an acquisition of a business
is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.



For the purposes of impairment testing, goodwill
is allocated to each of the Company’s cash-generating units (or groups of cash-generating units) that is expected to benefit
from the synergies of the combination.



A cash-generating unit to which goodwill has been
allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the
recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying
amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in profit or loss in the consolidated
statement of comprehensive income. An impairment loss recognized for goodwill is not reversed in subsequent periods.



On disposal of the relevant cash-generating unit,
the attributable amount of goodwill is included in the determination of the profit or loss on disposal.



F-16







| | 3.10 | Deferred revenue
| | ---- | ----------------



Deferred revenue relates to advances from clients
which are deposits for future broadcasting services and is recognized as income when the corresponding airtime is broadcast.



The advances are considered income for tax purposes
as of the date on which they are received.



| | 3.11 | Provisions
| | ---- | ----------



Provisions are recognized when the Company has a
present obligation (legal or constructive) as a result of a past event, when it is probable that the Company will be required to
settle the obligation, and when a reliable estimate can be made of the amount of the obligation.



The amount recognized as a provision is the best
estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account
the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is
material).



When some or all of the economic benefits required
to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually
certain that reimbursement will be received and the amount of the receivable can be measured reliably.



| | 3.12 | Employee benefits
| | ---- | -----------------



Direct employee benefits are calculated based on
the services rendered by employees, considering their most recent salaries. The liability is recognized as it accrues. These benefits
include mainly statutory employee profit sharing (“PTU”) payable, compensated absences, such as vacation and vacation
premiums, and incentives.



For defined benefit employee benefit plans, the cost
of providing benefits is determined using the projected unit credit method. The Company early adopted the 2011 amendments to IAS
19, Employee Benefits. Accordingly, changes in defined benefit obligations and in the fair value of plan assets are recognized
when they occur. All actuarial gains and losses are recognized immediately through other comprehensive income and prior service
cost is recognized in profit or loss in the year when it occurs in order for the net pension liability recognized in the consolidated
statement of financial position to reflect the full value of the plan deficit or surplus.



F-17







Any asset resulting from this calculation is limited
to the present value of available refunds and reductions in future contributions to the plan.



| | 3.13 | Taxation
| | ---- | --------



Income tax expense represents the sum of the tax
currently payable and deferred tax.



| | 3.13.1 | Current tax
| | ------ | -----------



Income tax (“ISR”) and the Business
Flat Tax (“IETU”) are recorded in the results of the year they are incurred. Taxable profit differs from profit as
reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible
in other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using
tax rates that have been enacted or substantively enacted by the end of the reporting period.



F-18







| | 3.13.2 | Deferred tax
| | ------ | ------------



In order to recognize deferred income taxes, based
on its financial projections, the Company determines whether it expects to incur ISR or IETU. Deferred taxes are then calculated
by applying either the ISR or IETU tax rate to temporary differences resulting from comparing the accounting and tax bases of assets
and liabilities and including, if any, future benefits from tax loss carryforwards and certain tax credits. Deferred tax liabilities
are generally recognized for all taxable temporary differences. Deferred tax assets are recorded only when there is a high probability
of recovery. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from
the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither
the taxable profit nor the accounting profit.



The carrying amount of deferred tax assets is reviewed
at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will
be available to allow all or part of the asset to be recovered.



Deferred tax assets and liabilities are measured
at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax
rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred
tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the
end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.



| | 3.13.3 | Current and deferred tax for the year
| | ------ | -------------------------------------



Current and deferred tax are recognized in profit
or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case,
the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively. Where current
tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting
for the business combination.



| | 3.14 | Revenue recognition
| | ---- | -------------------



Broadcasting revenues are recognized when the corresponding
airtime is broadcast.



| | 3.15 | Barter transactions
| | ---- | -------------------



The Company, from time to time, receives products
and services in exchange for advertising airtime. Revenues from barter transactions are generally measured at the fair value of
the goods or serviced received. However, when that amount cannot be measured reliably, revenues from barter transactions are measured
based on reference to the fair value of advertising services provided in non-barter transactions.



F-19







Revenues from advertising airtime exchanged is recognized
when the advertisement is aired.



Services or goods received in exchange are expensed
when consumed by the Company.



| | 3.16 | Borrowing costs
| | ---- | ---------------



Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready
for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for
their intended use or sale.



Investment income earned on the temporary investment
of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.



All other borrowing costs are recognized in profit
or loss in the period in which they are incurred.



| | 3.17 | Employee benefits for termination
| | ---- | ---------------------------------



Employee benefits for termination are recorded in
the results of the year in which they are incurred.



| | 3.18 | Foreign currencies
| | ---- | ------------------



The Mexican peso is the functional currency of Grupo
Radio Centro and all of its subsidiaries except for GRC-LA, which considers the U. S. dollar to be its functional currency and
is thus considered to be a “foreign operation” under IFRS. In preparing the financial statements of GRC-LA, transactions
in currencies other than its functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the
dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated
at the exchange rates in effect at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency
are not retranslated.



Exchange differences on monetary items are recognized
in profit or loss in the period in which they arise.



For the purposes of presenting consolidated financial
statements, the assets and liabilities of GRC-LA are translated into Mexican pesos using the exchange rates in effect on the last
business day of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless
exchange rates fluctuate significantly during that period, in which case the exchange rates in effect on the dates of the transactions
are used. Exchange differences arising, if any, are recorded in other comprehensive income and accumulated in equity.



F-20







| | 3.19 | Earnings per share
| | ---- | ------------------



Basic earnings per common share are calculated by
dividing net income of controlling interest by the weighted average number of ordinary shares outstanding during the year. Diluted
earnings per share are determined by adjusting consolidated net income and common shares on the assumption that the Company’s
commitments to issue or exchange its own shares would be fulfilled.



| | 3.20 | Repurchase of treasury shares
| | ---- | -----------------------------



In accordance with Mexico’s Securities Market
Law, the Company has appropriated retained earnings for a reserve for the repurchase of the Company’s shares in order to
strengthen the offer and demand of its shares in the stock market. Shares temporarily acquired by the Company that are withdrawn
from the market are considered treasury shares. Should these shares not be offered anew to the investing public within one year,
they must be cancelled.



| | 3.21 | New and revised IFRSs issued but not yet effective
| | ---- | --------------------------------------------------



The accompanying consolidated financial
statements do not include application of the following new and revised IFRSs, which have been issued but are not yet effective:



|Amendments to IFRS 7        |  | Disclosures - Transfers of Financial Assets        
|--------------------------- |  | ---------------------------------------------------
|IFRS 9 (as amended in 2010) |  | Financial Instruments                              
|IFRS 10                     |  | Consolidated Financial Statements                  
|IFRS 11                     |  | Joint Arrangements                                 
|IFRS 12                     |  | Disclosure of Interests in Other Entities          
|IFRS 13                     |  | Fair value measurement                             
|Amendments to IAS 1         |  | Presentation of Items of Other Comprehensive Income
|Amendments to IAS12         |  | Deferred Tax – Recovery of Underlying Assets       
|IAS 27 (as revised in 2011) |  | Separate Financial Statements                      
|IAS 28 (as revised in 2011) |  | Investments in Associates and Joint Ventures       



As of the date of these consolidated
financial statements the Company does not anticipate that the adoption of these standards will have a significant impact on its
consolidated financial statements.



| | 4. | Critical accounting judgments and key sources of estimation uncertainty
| | -- | -----------------------------------------------------------------------



The preparation of the consolidated financial statements
and application of the Company’s accounting policies as mentioned in Note 3, requires management to make estimates and use
assumptions to measure certain items of the consolidated financial statements and to provide the appropriate disclosures. However,
actual results may differ from such estimates. Management, applying its professional judgment, considers that the estimates made
and assumptions used were appropriate under the circumstances.



Estimates and assumptions are reviewed routinely.
Changes in estimates are recognized in the period in which such estimates are modified if the effects correspond to that period
or in the modification period or future periods if that modification affects both periods.



F-21







| | 4.1 | Key sources of estimation uncertainty
| | --- | -------------------------------------



The following are the key assumptions concerning
the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.



| | 4.1.1 | Impairment testing
| | ----- | ------------------



The Company is required to test for impairment of
its long-lived assets in use, including goodwill and other intangible assets, at least on an annual basis. To calculate impairment
loss of long-lived assets in use, it is necessary to determine the asset’s recovery value. Recovery value is defined as the
greater of the net sales price of an asset or cash-generating unit and the asset’s or cash-generating unit’s use value,
which is the present value of estimated future cash flows. The determination of the underlying assumptions related to the recoverability
of long-lived assets, including goodwill and other intangible assets, is subjective and requires the exercise of considerable judgment.
Any changes in key assumptions about the Company’s business and prospects, or changes in market conditions, could result
in an impairment charge.



Determining whether goodwill is impaired requires
an estimation of the value-in use of the cash-generating units to which goodwill has been allocated. The value-in use calculation
requires management to estimate the present value of the future cash flows expected to arise from the cash-generating unit, determined
using a suitable discount.



The carrying amount of goodwill as of December 31,
2011 and 2010 was Ps. 828,663.



| | 4.1.2 | Employee benefits
| | ----- | -----------------



The costs related to benefits to which employees
are entitled as a result of seniority premiums and pension plans or other benefits required by law or offered voluntarily by the
Company, are recognized in the results of operations at the time services are rendered by employees, based on the present value
of the benefits determined under actuarial estimates.



| | 4.1.3 | Deferred taxes
| | ----- | --------------



Under IFRS, the Company is required to recognize
income tax effects of basis differentials between the Company’s assets and liabilities for financial accounting and tax reporting
purposes.



A deferred income tax asset related to future tax
losses carryforwards is recognized in the consolidated financial statements to the extent that it is more likely than not that
a future benefit will ultimately flow to the Company. Such estimates are based on management’s knowledge of the business
as well as projections of future profits, including tax strategies entered into by the Company.



| | 5. | Cash and cash equivalents
| | -- | -------------------------



For purposes of the consolidated
statement of cash flows, cash and cash equivalents include cash on hand and in banks, and short-term highly liquid investments
that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Cash and cash
equivalents as of the dates indicated below were as follows:



F-22







|                 |  | 31/12/2011 |         |  | 31/12/2010 |     |         | 01/01/2010 | 
|---------------- |  | ---------- | ------- |  | ---------- | --- | ------- | ---------- | 
|                 |  |            |         |  |            |     |         |            | 
|Cash             |  | Ps.        | 47,041  |  |            | Ps. | 45,664  |            | 
|Cash equivalents |  |            | 74,214  |  |            |     | 97,779  |            | 
|                 |  |            |         |  |            |     |         |            | 
|                 |  | Ps.        | 121,255 |  |            | Ps. | 143,443 |            | 



Cash equivalents mainly consist
of fixed rate deposits with maturity dates of less than 90 days.



| | 6. | Broadcasting receivables
| | -- | ------------------------



| | 6.1 | Broadcasting receivables as of the dates indicated below are as follows:
| | --- | ------------------------------------------------------------------------



|                                |  | 31/12/2011 |         |   | 31/12/2010 |     |         | 01/01/2010 | 
|------------------------------- |  | ---------- | ------- | - | ---------- | --- | ------- | ---------- | 
|                                |  |            |         |   |            |     |         |            | 
|Broadcasting receivables        |  | Ps.        | 303,057 |   |            | Ps. | 314,779 |            | 
|Allowance for doubtful accounts |  |            | (1,939  | ) |            |     | (6,636  | )          | 
|                                |  |            |         |   |            |     |         |            | 
|Total                           |  | Ps.        | 301,118 |   |            | Ps. | 308,143 |            | 



| | 6.2 | Movement in the allowance for doubtful accounts receivable is as follows:
| | --- | -------------------------------------------------------------------------



|                                                     |  | 31/12/2011 |        |   | 31/12/2010 |    
|---------------------------------------------------- |  | ---------- | ------ | - | ---------- | ---
|                                                     |  |            |        |   |            |    
|Balance at beginning of the year                     |  | Ps.        | (6,636 | ) |            | Ps.
|Increases recognized during the year                 |  |            | (4,245 | ) |            |    
|Amounts written-off during the year as uncollectible |  |            | 8,942  |   |            |    
|                                                     |  |            |        |   |            |    
|Balance at end of the year                           |  | Ps.        | (1,939 | ) |            | Ps.



| | 6.3 | Client concentration risk
| | --- | -------------------------



As of December 31, 2011, one
of the Company’s clients accounted for Ps. 30,555 or 10.8% of the broadcasting receivables balance. The same client accounted
for Ps. 30,535 and Ps. 40,158 or 9.7% and 12.1% of the total broadcasting receivables balance as of December 31, 2010 and January
1, 2010, respectively.



| | 7. | Other receivables
| | -- | -----------------



|                       |  | 31/12/2011 |       |  | 31/12/2010 |     |       | 01/01/2010 | 
|---------------------- |  | ---------- | ----- |  | ---------- | --- | ----- | ---------- | 
|                       |  |            |       |  |            |     |       |            | 
|Officers and employees |  | Ps.        | 3,080 |  |            | Ps. | 1,873 |            | 
|Related parties (1)    |  |            | 5,285 |  |            |     | 4,617 |            | 
|                       |  |            |       |  |            |     |       |            | 
|                       |  | Ps.        | 8,365 |  |            | Ps. | 6,490 |            | 



F-23







| | (1) | As of December 31, 2011 and 2010 and January 1, 2010, this amount includes Ps. 1,904, Ps.
2,775 and Ps. 2,441, respectively, for accounts receivable from stockholders for use of the Company ́s goods and services
(See Note 23).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | Prepaid expenses
| | -- | ----------------



|                                      |  | 31/12/2011 |        |  | 31/12/2010 |     |        | 01/01/2010 | 
|------------------------------------- |  | ---------- | ------ |  | ---------- | --- | ------ | ---------- | 
|                                      |  |            |        |  |            |     |        |            | 
|Advance short-term lease payments (a) |  | Ps.        | -      |  |            | Ps. | 25,538 |            | 
|Prepaid Executive Committee fees      |  |            | 25,038 |  |            |     | -      |            | 
|Prepaid insurance                     |  |            | 4,610  |  |            |     | 4,040  |            | 
|Other                                 |  |            | 5,460  |  |            |     | 2,790  |            | 
|                                      |  |            |        |  |            |     |        |            | 
|                                      |  | Ps.        | 35,108 |  |            | Ps. | 32,368 |            | 



| | (a) | Pursuant to the LMA (as defined in Note 26), the Company agreed to advance US $14 million (approximately
Ps. 200 million) for the first two years of the rent for the use of frequency in which its radio station in Los Angeles, California
broadcasts. The portion of this prepayment that as of January 1, 2010 would be recognized as an expense beyond the subsequent 12
months was presented within non-current assets.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | Property and equipment
| | -- | ----------------------



| | 9.1 | The property and equipment balances as of the dates indicated below are as follows:
| | --- | -----------------------------------------------------------------------------------



|                               |  | 31/12/2011 |         |  | 31/12/2010 |     |         | 01/01/2010 | 
|------------------------------ |  | ---------- | ------- |  | ---------- | --- | ------- | ---------- | 
|Carrying amounts of:           |  |            |         |  |            |     |         |            | 
|Land                           |  | Ps.        | 170,815 |  |            | Ps. | 170,815 |            | 
|Buildings                      |  |            | 212,995 |  |            |     | 220,688 |            | 
|Broadcasting equipment         |  |            | 18,484  |  |            |     | 10,042  |            | 
|Studio equipment               |  |            | 4,156   |  |            |     | 4,904   |            | 
|Furniture and office equipment |  |            | 1,101   |  |            |     | 1,816   |            | 
|Computer equipment             |  |            | 1,384   |  |            |     | 2,566   |            | 
|Vehicles                       |  |            | 12,941  |  |            |     | 16,972  |            | 
|Leasehold improvements         |  |            | 10,000  |  |            |     | 9,154   |            | 
|Construction in process        |  |            | 24,599  |  |            |     | 1,760   |            | 
|                               |  |            |         |  |            |     |         |            | 
|                               |  | Ps.        | 456,475 |  |            | Ps. | 438,717 |            | 



F-24







| | 9.2 | The rollforward of property and equipment is as follows:
| | --- | --------------------------------------------------------



|Property and equipment          |  | Land |         |  | Buildings |     |         | Broadcasting equipment |  |     | Studio equipment |   |  | Furniture and office equipment |        
|------------------------------- |  | ---- | ------- |  | --------- | --- | ------- | ---------------------- |  | --- | ---------------- | - |  | ------------------------------ | -------
|                                |  |      |         |  |           |     |         |                        |  |     |                  |   |  |                                |        
|Balance as of January 1, 2010   |  | Ps.  | 170,815 |  |           | Ps. | 392,208 |                        |  | Ps. | 149,169          |   |  | Ps.                            | 141,238
|Additions                       |  |      | -       |  |           |     | 1,344   |                        |  |     | 1,519            |   |  |                                | 1,873  
|Disposals                       |  |      | -       |  |           |     | -       |                        |  |     | (6,853           | ) |  |                                | (7,722 
|Write-offs                      |  |      | -       |  |           |     | -       |                        |  |     | -                |   |  |                                | -      
|Balance as of December 31, 2010 |  |      | 170,815 |  |           |     | 393,552 |                        |  |     | 143,835          |   |  |                                | 135,389
|                                |  |      |         |  |           |     |         |                        |  |     |                  |   |  |                                |        
|Additions                       |  |      | -       |  |           |     | 25      |                        |  |     | 7,504            |   |  |                                | 399    
|Disposals                       |  |      | -       |  |           |     | -       |                        |  |     | (1,484           | ) |  |                                | (41,994
|Write-offs                      |  |      | -       |  |           |     | -       |                        |  |     | -                |   |  |                                | -      
|Balance as of December 31, 2011 |  | Ps.  | 170,815 |  |           | Ps. | 393,577 |                        |  | Ps. | 149,855          |   |  | Ps.                            | 93,794 



|                                |  | Computer equipment |         |   | Vehicles |     |        | Leasehold improvements |  |     | Construction in process |   |  | Total |       
|------------------------------- |  | ------------------ | ------- | - | -------- | --- | ------ | ---------------------- |  | --- | ----------------------- | - |  | ----- | ------
|Balance as of January 1, 2010   |  | Ps.                | 56,767  |   |          | Ps. | 52,854 |                        |  | Ps. | 25,877                  |   |  | Ps.   | 1,760 
|Additions                       |  |                    | 1,913   |   |          |     | 2,956  |                        |  |     | 4,850                   |   |  |       | -     
|Disposals                       |  |                    | (293    | ) |          |     | (4,090 | )                      |  |     | (10,997                 | ) |  |       | -     
|Write-offs                      |  |                    | -       |   |          |     | -      |                        |  |     | -                       |   |  |       | -     
|Balance as of December 31, 2010 |  |                    | 58,387  |   |          |     | 51,720 |                        |  |     | 19,730                  |   |  |       | 1,760 
|                                |  |                    |         |   |          |     |        |                        |  |     |                         |   |  |       |       
|Additions                       |  |                    | 586     |   |          |     | 6,422  |                        |  |     | 2,074                   |   |  |       | 24,599
|Disposals                       |  |                    | (12,548 | ) |          |     | (4,389 | )                      |  |     | (576                    | ) |  |       | (1,760
|Write-offs                      |  |                    | -       |   |          |     | -      |                        |  |     | -                       |   |  |       | -     
|Balance as of December 31, 2011 |  | Ps.                | 46,425  |   |          | Ps. | 53,753 |                        |  | Ps. | 21,228                  |   |  | Ps.   | 24,599



|Accumulated depreciation        |  | Land |  |  | Buildings |     |         | Broadcasting equipment |  |     | Studio equipment |   |  | Furniture and office equipment |        
|------------------------------- |  | ---- |  |  | --------- | --- | ------- | ---------------------- |  | --- | ---------------- | - |  | ------------------------------ | -------
|                                |  |      |  |  |           |     |         |                        |  |     |                  |   |  |                                |        
|Balance as of January 1, 2010   |  | Ps.  |  |  |           | Ps. | 163,121 |                        |  | Ps. | 137,547          |   |  | Ps.                            | 136,406
|Additions                       |  |      |  |  |           |     | 5,749   |                        |  |     | 2,937            |   |  |                                | 1,803  
|Disposals                       |  |      |  |  |           |     | 3,994   |                        |  |     | (6,691           | ) |  |                                | (7,724 
|Write-offs                      |  |      |  |  |           |     | -       |                        |  |     | -                |   |  |                                | -      
|                                |  |      |  |  |           |     |         |                        |  |     |                  |   |  |                                |        
|Balance as of December 31, 2010 |  |      |  |  |           |     | 172,864 |                        |  |     | 133,793          |   |  |                                | 130,485
|                                |  |      |  |  |           |     |         |                        |  |     |                  |   |  |                                |        
|Depreciation expense            |  |      |  |  |           |     | 7,718   |                        |  |     | 2,937            |   |  |                                | 1,475  
|Disposals                       |  |      |  |  |           |     |         |                        |  |     |                  |   |  |                                |        
|Write-offs                      |  |      |  |  |           |     | -       |                        |  |     | (5,359           | ) |  |                                | (42,322
|Balance as of December 31, 2011 |  | Ps.  |  |  |           | Ps. | 180,582 |                        |  | Ps. | 131,371          |   |  | Ps.                            | 89,638 



F-25







|                                |  | Computer equipment |         |   | Vehicles |     |        | Leasehold improvements |  |     | Construction in
process |   |  | Total |  
|------------------------------- |  | ------------------ | ------- | - | -------- | --- | ------ | ---------------------- |  | --- | ----------------------- | - |  | ----- | -
|                                |  |                    |         |   |          |     |        |                        |  |     |                         |   |  |       |  
|Balance as of January 1, 2010   |  | Ps.                | 54,418  |   |          | Ps. | 29,484 |                        |  | Ps. | 9,716                   |   |  | Ps.   | -
|Depreciation expense            |  |                    | 1,892   |   |          |     | 6,232  |                        |  |     | 860                     |   |  |       | -
|Disposals                       |  |                    | (489    | ) |          |     | (968   | )                      |  |     | -                       |   |  |       | -
|Write-offs                      |  |                    | -       |   |          |     | -      |                        |  |     | -                       |   |  |       | -
|Balance as of December 31, 2010 |  |                    | 55,821  |   |          |     | 34,748 |                        |  |     | 10,576                  |   |  |       | -
|                                |  |                    |         |   |          |     |        |                        |  |     |                         |   |  |       |  
|Depreciation expense            |  |                    | 1,764   |   |          |     | 8,282  |                        |  |     | 1,095                   |   |  |       | -
|Disposals                       |  |                    |         |   |          |     |        |                        |  |     |                         |   |  |       |  
|Write-offs                      |  |                    | (12,544 | ) |          |     | (2,218 | )                      |  |     | (443                    | ) |  |       | -
|Balance as of December 31, 2011 |  | Ps.                | 45,041  |   |          | Ps. | 40,812 |                        |  | Ps. | 11,228                  |   |  | Ps.   | -



Inmobiliaria Radio Centro, S. A. de C. V. is the
owner of the building in which the main executive offices and studios of the Company are located. It also leases a part of such
building. Rental income from Maxcom, S. A. de C. V., an unrelated third party, for 2011 and 2010 amounted to Ps. 305 and Ps. 295.



| | 9.3 | The estimated useful lives of property and equipment are as follows:
| | --- | --------------------------------------------------------------------



|                               |  | Years
|------------------------------ |  | -----
|Buildings                      |  | 50   
|Broadcasting equipment         |  | 10   
|Studio equipment               |  | 10   
|Furniture and office equipment |  | 10   
|Computer equipment             |  | 3    
|Vehicles                       |  | 4    



Leasehold improvements are depreciated over the shorter
period of the following: 1) the life of the rental contract (considering options to renew) and 2) their useful life which is estimated
to be 20 years.



| | 10. | Intangible and other assets
| | --- | ---------------------------



Intangible and other assets were
as follows:



|                           |  | 31/12/2011 |        |   | 31/12/2010 |     |        | 01/01/2010 | 
|-------------------------- |  | ---------- | ------ | - | ---------- | --- | ------ | ---------- | 
|                           |  |            |        |   |            |     |        |            | 
|Licenses and rights of use |  | Ps.        | 3,250  |   |            | Ps. | 4,140  |            | 
|Accumulated amortization   |  |            | (1,289 | ) |            |     | (1,202 | )          | 
|                           |  |            | 1,961  |   |            |     | 2,938  |            | 
|Guarantee deposits made    |  |            | 3,388  |   |            |     | 3,388  |            | 
|                           |  |            |        |   |            |     |        |            | 
|                           |  | Ps.        | 5,349  |   |            | Ps. | 6,326  |            | 



The Company’s radio-station
operations are based on limited-term concessions, subject to renewal, granted by México’s Ministry of Communications
and Transportation (“SCT”). One of the station concessions granted to the Company will expire in December 2012, nine
in July 2016, one in October 2015, one in November 2015 and one in December 2019. The renewal process for concessions in accordance
with Mexican Law for Radio and Television requires the Company to file a renewal application at least one year before the expiry
date and pay a renewal fee. During 2009, the Company applied for the renewal of its concession that will expire on December 2012.
Management believes that such renewal will be granted.



F-26







| | 11. | Goodwill
| | --- | --------



As a result of the Company’s
election to use the IFRS 1 exemption with respect to business combinations, as discussed in Note 2, goodwill includes the effects
of inflation recognized in goodwill through December 31, 2007, and is comprised of the following:



On May 12, 1995 and January 1996,
the Company acquired 33% and 67%, respectively, of the outstanding shares of Radiodifusión Red. As a result of the acquisition
the Company recorded goodwill amounting to Ps. 744,868



On December 31, 2001, the Company
acquired Radio Sistema Mexicano, S. A. de C. V., which resulted in goodwill amounting to Ps. 37,928.



On March 14, 2001, the Company
acquired Palco Deportivo. Com, S. A. de C. V., Palco Shop, S. A. de C. V., Palco Deportivo Multimedia, S. A. de C. V. and Palco
Deportivo México, S. A. de C. V. This acquisition resulted in goodwill amounting to Ps. 35,321. On October 1, 2001, these
companies were merged with Enlaces Troncales, S. A. de C. V.



On November, 30, 2005 the Company
acquired 100% of GRC Radiodifusión, S. A. de C. V. (formerly Aerocer, S. A.), whose business activity is leasing air and
ground equipment to Grupo Radio Centro. This acquisition resulted in goodwill amounting to Ps. 8,350.



Tabular presentation of the aforementioned
amounts is as follows:



|                                   |  | 31/12/2011 |         |  | 31/12/2010 |     |         | 01/01/2010 | 
|---------------------------------- |  | ---------- | ------- |  | ---------- | --- | ------- | ---------- | 
|Resulting from the acquisition of: |  |            |         |  |            |     |         |            | 
|                                   |  |            |         |  |            |     |         |            | 
|Radiodifusión Red                  |  | Ps.        | 744,868 |  |            | Ps. | 744,868 |            | 
|Radio Sistema Mexicano, S. A.      |  |            | 37,928  |  |            |     | 37,928  |            | 
|Enlaces Troncales, S. A. de C. V.  |  |            | 35,321  |  |            |     | 35,321  |            | 
|GRC Radiodifusión, S. A. de C. V.  |  |            | 8,350   |  |            |     | 8,350   |            | 
|Other                              |  |            | 2,396   |  |            |     | 2,396   |            | 
|                                   |  |            |         |  |            |     |         |            | 
|                                   |  | Ps.        | 828,863 |  |            | Ps. | 828,863 |            | 



Goodwill has been allocated for
impairment testing purposes to the Mexico broadcasting operating segment, as this represents the lowest level at which Company’s
management monitors goodwill for internal purposes.



| | 12. | Long-term debt
| | --- | --------------



Long-term
debt is represented by the following note payable to Inbursa, S. A., Institución de Banca Múltiple:



F-27







|Issue date            |  | Original amount |         |  | Annual interest rate |  |     | Quarterly amortization |  |    | Maturity |  |  | 31/12/2011 |             |  | 31/12/2010 |     |        | 01/01/2010 | 
|--------------------- |  | --------------- | ------- |  | -------------------- |  | --- | ---------------------- |  | -- | -------- |  |  | ---------- | ----------- |  | ---------- | --- | ------ | ---------- | 
|                      |  |                 |         |  |                      |  |     |                        |  |    |          |  |  |            |             |  |            |     |        |            | 
|March 2009            |  | Ps.             | 200,000 |  |                      |  | 9.5 | %                      |  | Ps | 10,000   |  |  |            | March, 2014 |  |            | Ps. | 90,736 |            | 
|                      |  |                 |         |  |                      |  |     |                        |  |    |          |  |  |            |             |  |            |     |        |            | 
|Less: Current portion |  |                 |         |  |                      |  |     |                        |  |    |          |  |  |            |             |  |            |     | 40,736 |            | 
|                      |  |                 |         |  |                      |  |     |                        |  |    |          |  |  |            |             |  |            |     |        |            | 
|                      |  |                 |         |  |                      |  |     |                        |  |    |          |  |  |            |             |  |            | Ps. | 50,000 |            | 



On May 16, 2006, the Company entered into a credit
facility with Banco Inbursa S.A., Institución de Banca Mútiple, Grupo Financiero Inbursa for a secured peso-denominated
loan in two tranches in an aggregate principal amount of up to US $21,000. The first, non-revolving tranche is for a peso-denominated
amount equivalent to US $14,000 to be used for capital expenditures and other corporate purposes. The second, revolving tranche
is for a peso-denominated amount equivalent to up to US $7,000 to be used for working capital purposes.



On March 26, 2009,
the Company drew down on the first tranche of the credit facility in the amount of Ps. 200,000 (US $14,000) to finance the prepayment
of fees under the LMA (as defined and described in Note 26). Borrowings under the credit facility initially accrued interest at
an annual interest rate of 13% through March 18, 2010. On March 18, 2010, the credit facility was amended to provide for an annual
interest rate of 9.5%, for which the Company paid fees of Ps. 1,194, which fees were expensed as incurred, as the change in the
terms of the credit facility did not result in a substantial modification.



The Company is required to repay the outstanding
principal amount drawn down under the credit facility over five years in 20 quarterly installments of Ps. 10,000 beginning June
1, 2009, and make quarterly interest payments thereon. The final payment date is March 1, 2014. Radio Centro Publicidad, S. A.
de C. V., GRC Publicidad, S. A. de C. V., GRC Medios, S. A. de C. V., and GRC Comunicaciones S. A. de C. V. are jointly and severally
liable for the obligations of Grupo Radio Centro under the credit facility. Certain affiliated companies, Desarrollos Empresariales
S. A. de C. V., Radiodifusión Red S. A. de C. V., Inmobiliaria Radio Centro, S. A. de C. V. and Universal de Bienes Muebles
e Inmuebles, S. A. de C. V., guarantee the obligations of Grupo Radio Centro under the credit facility.



Any obligations of Grupo Radio Centro under the
credit facility are currently secured by a first priority lien on the Company’s headquarters building, which is owned directly
by Inmobiliaria Radio Centro, S. A. de C. V., and on one home and four properties in different locations in Mexico City and the
State of Mexico, which are owned directly by Universal de Muebles e Inmuebles, S. A. de C. V.



On June 1, 2010, the
Company borrowed Ps. 30,000 under the second tranche for working capital purposes. On November 9, 2010, the Company repaid this
amount; the amount under the second tranche incurred interest at a variable interest rate of the Mexican Interbank Equilibrium
Interest Rate (Tasa de Interes Interbancaria de Equilibrio) plus 3%.



F-28







Scheduled maturities of long-term debt as of December
31, 2011 are as follows:



|December 31 |  |     |       
|----------- |  | --- | ------
|            |  |     |       
|2012        |  | Ps. | 40,736
|2013        |  |     | 40,000
|2014        |  |     | 10,000
|            |  |     |       
|            |  | Ps. | 90,736



| | 13. | Taxes payable
| | --- | -------------



|                            |  | 31/12/2011 |        |  | 31/12/2010 |     |        | 01/01/2010 | 
|--------------------------- |  | ---------- | ------ |  | ---------- | --- | ------ | ---------- | 
|                            |  |            |        |  |            |     |        |            | 
|Taxes on wages and salaries |  | Ps.        | 7,244  |  |            | Ps. | 6,421  |            | 
|Value-added tax             |  |            | 30,458 |  |            |     | 44,702 |            | 
|Income tax                  |  |            | -      |  |            |     | 15,482 |            | 
|Other withholdings          |  |            | 970    |  |            |     | 1,201  |            | 
|                            |  |            |        |  |            |     |        |            | 
|                            |  | Ps.        | 38,672 |  |            | Ps. | 67,806 |            | 



| | 14. | Employee benefit plans
| | --- | ----------------------



| | 14.1 | Defined contribution plans
| | ---- | --------------------------



Pursuant to applicable Mexican law, the Company must
make payments equal to 2% of each employee’s daily comprehensive salary to a defined contribution plan that is part of the
Mexican retirement savings system. The expense in 2011 and 2010 was Ps. 1,870 and Ps. 1,859, respectively.



| | 14.2 | Defined benefit plans
| | ---- | ---------------------



The Company operates
and funds defined benefit plans for qualifying employees in Mexico. Under the plans employees are entitled to retirement benefits
varying between (1) 0.5% of their final monthly salary for each year of service (limited to 30 years of service)on attainment
ofa retirement age of 65 and (2) 0.5% of their final monthly salary per each year of service (plus
a five year premium) on attainment of a retirement age of 60, with a minimum 10 year service period.



F-29







The Company is also legally required to pay its employees
seniority premium benefits which consist of a lump sum payment of 12 days’ wages for each year worked, calculated using the
most recent salary, not to exceed twice the legal minimum wage established by law.



The most recent actuarial valuations of plan assets
and the present value of the defined benefit obligation were carried out at December 31, 2011 by an independent actuary. The present
value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected
unit credit method.



| | 14.2.1 | Assumptions
| | ------ | -----------



|                                  |  |            |      |   | Valuation at |  |      |            | 
|--------------------------------- |  | ---------- | ---- | - | ------------ |  | ---- | ---------- | 
|                                  |  | 31/12/2011 |      |   | 31/12/2010   |  |      | 01/01/2010 | 
|                                  |  |            |      |   |              |  |      |            | 
|Discount rates                    |  |            | 7.25 | % |              |  | 7.25 | %          | 
|Expected rates of salary increase |  |            | 5    | % |              |  | 5.50 | %          | 



| | 14.2.2 | The net cost of the period in respect of these defined benefit plans are as follows:
| | ------ | ------------------------------------------------------------------------------------



|                                                |  | 31/12/2011 |        |   | 31/12/2010 |    
|----------------------------------------------- |  | ---------- | ------ | - | ---------- | ---
|                                                |  |            |        |   |            |    
|Current service cost                            |  | Ps.        | 3,271  |   |            | Ps.
|Interest on obligation                          |  |            | 6,517  |   |            |    
|Expected return on plan assets                  |  |            | (525   | ) |            |    
|Actuarial (gains) losses recognized in the year |  |            | 772    |   |            |    
|                                                |  |            |        |   |            |    
|                                                |  | Ps.        | 10,035 |   |            | Ps.



Current service cost for the year is included in
the employee benefits expense within broadcasting expenses in the consolidated statements of comprehensive income. The net finance
cost for the year is included in the interest expense line in the consolidated statements of comprehensive income. Actuarial gains
and losses are recognized in other comprehensive income.



| | 14.2.3 | The amount included in the consolidated statements of financial position arising from the entity’s obligation in respect
of its defined benefit plans is as follows:
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                           |  | 31/12/2011 |        |   | 31/12/2010 |    
|-------------------------- |  | ---------- | ------ | - | ---------- | ---
|                           |  |            |        |   |            |    
|Defined benefit obligation |  | Ps.        | 89,162 |   |            | Ps.
|Fair value of plan assets  |  |            | (8,940 | ) |            |    
|                           |  |            |        |   |            |    
|                           |  | Ps.        | 80,222 |   |            | Ps.



F-30







| | 14.2.4 | Movements in the present value of the defined benefit obligation were as follows:
| | ------ | ---------------------------------------------------------------------------------



|                                    |  | 31/12/2011 |        |   | 31/12/2010 |    
|----------------------------------- |  | ---------- | ------ | - | ---------- | ---
|                                    |  |            |        |   |            |    
|Opening defined benefit obligation  |  | Ps.        | 84,272 |   |            | Ps.
|Current service cost                |  |            | 3,271  |   |            |    
|Interest cost                       |  |            | 6,517  |   |            |    
|Benefits paid directly to employees |  |            | (1,960 | ) |            |    
|Actuarial (gains) losses            |  |            | 95     |   |            |    
|Benefits paid from plan assets      |  |            | (3,033 | ) |            |    
|                                    |  |            |        |   |            |    
|Closing defined benefit obligation  |  | Ps.        | 89,162 |   |            | Ps.



| | 14.2.5 | Movements in the fair value of the plan assets were as follows.
| | ------ | ---------------------------------------------------------------



|                                  |  | 31/12/2011 |        |   | 31/12/2010 |    
|--------------------------------- |  | ---------- | ------ | - | ---------- | ---
|                                  |  |            |        |   |            |    
|Opening fair value of plan assets |  | Ps.        | 4,328  |   |            | Ps.
|Expected return on plan assets    |  |            | 525    |   |            |    
|Actuarial gains (losses)          |  |            | (677   | ) |            |    
|Contributions from the employer   |  |            | 7,797  |   |            |    
|Benefits paid                     |  |            | (3,033 | ) |            |    
|                                  |  |            |        |   |            |    
|Closing fair value of plan assets |  | Ps.        | 8,940  |   |            | Ps.



| | 14.2.6 | The major categories of plan assets, and the expected rate of return at the end of the reporting period for each category,
are as follows:
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------



|                 |  | 31/12/2011 |      |   | 31/12/2010 |  |      | 01/01/2010 |  |  | 31/12/2011 |   |  | 31/12/2010 |       |  | 01/01/2010 |    
|---------------- |  | ---------- | ---- | - | ---------- |  | ---- | ---------- |  |  | ---------- | - |  | ---------- | ----- |  | ---------- | ---
|                 |  |            |      |   |            |  |      |            |  |  |            |   |  |            |       |  |            |    
|Debt instruments |  |            | 7.25 | % |            |  | 7.25 | %          |  |  | 8.00       | % |  | Ps.        | 8,940 |  |            | Ps.



| | 15. | Non-cash transactions
| | --- | ---------------------



During the years ended December 31, 2011 and 2010,
the Company entered into the following non-cash barter transactions, in which airtime was exchanged for the following services,
for which reason such transactions are not reflected in the consolidated statements of cash flows:



|          |  | 31/12/2011 |        |  | 31/12/2010 |    
|--------- |  | ---------- | ------ |  | ---------- | ---
|          |  |            |        |  |            |    
|Publicity |  | Ps.        | 17,882 |  |            | Ps.
|Air fare  |  |            | 6,739  |  |            |    
|Insurance |  |            | 3,307  |  |            |    
|Vehicles  |  |            | 3,280  |  |            |    
|Other     |  |            | 1,169  |  |            |    
|          |  |            |        |  |            |    
|          |  | Ps.        | 32,377 |  |            | Ps.



F-31







| | 16. | Operating lease arrangements
| | --- | ----------------------------







| | 16.1 | The Company as lessee
| | ---- | ---------------------



| | 16.1.1 | Leasing arrangements
| | ------ | --------------------



Operating leases relate to leases of a radio station,
broadcasting equipment and building with lease terms of between 1 and 7 years. The Company has an option to purchase some of the
leased equipment at the expiry of the lease periods. Leasing arrangements also include the commitments with respect to the LMA
(as defined in Note 26).



| | 16.1.2 | Payments recognized as an expense
| | ------ | ---------------------------------



|                       |  | 31/12/2011 |         |  | 31/12/2010 |    
|---------------------- |  | ---------- | ------- |  | ---------- | ---
|                       |  |            |         |  |            |    
|Minimum lease payments |  | Ps.        | 129,499 |  |            | Ps.
|Contingent rentals     |  |            | 9,592   |  |            |    
|                       |  |            |         |  |            |    
|                       |  | Ps.        | 139,091 |  |            | Ps.



| | 16.1.3 | Non-cancellable operating lease commitments
| | ------ | -------------------------------------------



|                                             |  | 31/12/2011 |        
|-------------------------------------------- |  | ---------- | -------
|                                             |  |            |        
|Not later than 1 year                        |  | Ps.        | 101,984
|Later than 1 year and not later than 5 years |  |            | 322,546
|                                             |  |            |        
|                                             |  | Ps.        | 424,530



F-32







| | 17. | Stockholder’s equity
| | --- | --------------------



| | 17.1 | Common stock is comprised as follows:
| | ---- | -------------------------------------



|             |  | 31/12/2011 |           |  | 31/12/2010 |     |           | 01/01/2010 | 
|------------ |  | ---------- | --------- |  | ---------- | --- | --------- | ---------- | 
|             |  |            |           |  |            |     |           |            | 
|Common stock |  | Ps.        | 1,059,962 |  |            | Ps. | 1,059,962 |            | 



| | 17.2 | Outstanding shares
| | ---- | ------------------



|                             |  | Number of shares |             |  | Share capital |    
|---------------------------- |  | ---------------- | ----------- |  | ------------- | ---
|                             |  |                  |             |  |               |    
|Balance at January 1, 2010   |  |                  | 162,724,561 |  |               | Ps.
|                             |  |                  |             |  |               |    
|Balance at December 31, 2010 |  |                  | 162,724,561 |  |               | Ps.
|                             |  |                  |             |  |               |    
|Balance at December 31, 2011 |  |                  | 162,724,561 |  |               | Ps.



As of December
31, 2011 and 2010, the authorized capital stock of Grupo Radio Centro was 247,414,768 common shares, representing the minimum fixed
capital with no withdrawal rights, of which 162,724,561 shares were outstanding and fully paid for and 84,690,207 shares were treasury
shares.



The capital
stock of Grupo Radio Centro consists of Series A Shares. In addition to Series A Shares, Grupo Radio Centro’s bylaws permit
the issuance, upon the approval of competent authorities, such as the Ministry of Economy and the Mexican National Banking and
Securities Commission, of special series of shares, including those with limited or no voting rights.



Under Grupo
Radio Centro’s bylaws and the Mexican Securities Market Law, Grupo Radio Centro’s capital stock must consist of fixed
capital and may also include variable capital. Shares of the Company’s fixed capital stock are Class I shares; shares of
Grupo Radio Centro’s variable capital stock would be classified as Class II shares. As of December 31, 2011, the Grupo Radio
Centro’s outstanding capital stock consisted only of fixed capital. The fixed portion of Grupo Radio Centro’s capital
stock may only be increased or decreased by resolution of an extraordinary general meeting of shareholders, whereas the variable
portion of Grupo Radio Centro’s capital stock may be increased or decreased by resolution of an ordinary or extraordinary
general meeting of shareholders. Increases and decreases in the variable portion of the capital stock must be recorded in the consolidated
statement of changes in equity.



| | 17.3 | Limitations Affecting Non-Mexican Holders
| | ---- | -----------------------------------------



Ownership by non-Mexican investors
of shares of Mexican enterprises is regulated by the 1993 Ley de Inversión Extranjera (Foreign Investment Law), as amended,
and the 1998 Reglamento de la Ley de Inversión Extranjera y del Registro Nacional de Inversiones Extranjeras (Foreign Investment
Regulations) thereunder. The Secretaría de Economía (Ministry of Economy) and the Comisión Nacional de Inversiones
Extranjeras (Foreign Investment Commission) are responsible for the administration of the Foreign Investment Law and the Foreign
Investment Regulations.



The Foreign Investment Law reserves
certain economic activities exclusively for the state and reserves certain other activities (such as radio broadcasting) exclusively
for Mexican individuals or Mexican corporations the bylaws of which contain a prohibition on ownership by non-Mexicans of the corporation’s
voting shares. However, the Foreign Investment Law allows foreign investors to own non-voting shares, such as the certificados
de participación ordinaria (ordinary participation certificates or CPOs), of companies subject to foreign investment
restrictions.



F-33







In addition to the limitations
established by the Foreign Investment Law, the Federal Radio and Television Law and the licenses granted by the SCT provide restrictions
on ownership by non-Mexicans of shares of Mexican enterprises holding licenses for radio, such as those held by Grupo Radio Centro.



In order to comply with these restrictions,
Grupo Radio Centro’s bylaws limit ownership of Series A Shares to qualifying Mexican investors. A holder that acquires Series
A Shares in violation of the restrictions on non-Mexican ownership will have none of the rights of a shareholder with respect to
those shares. Grupo Radio Centro, however, has received approval from the Foreign Investment Commission to have up to 73.5% of
its capital stock represented by CPOs issued by Nacional Financiera, S.N.C., Institución de Banca de Desarrollo, Dirección
Fiduciaria, as trustee for the trust (the “CPO Trust”). The CPOs do not have any restrictions on non-Mexican ownership,
except that foreign governments or their agencies may not own them. The foregoing restriction does not prevent foreign state-owned
enterprises organized as separate entities with their own assets to own CPOs. Pursuant to an amendment to the trust agreement creating
the CPOs, the CPOs may be owned only by holders that do not qualify as Mexican investors as defined in Grupo Radio Centro’s
bylaws. A holder that acquires CPOs in violation of the restrictions on Mexican ownership will have none of the rights of a CPO
holder with respect to those CPOs.



The Foreign Investment Law and
Foreign Investment Regulations also require that the Company register any foreign owner of its shares, or the depositary with respect
to ADSs or global depositary shares representing its shares or ordinary participation certificates representing such shares, with
the Registro Nacional de Inversiones Extranjeras (National Registry of Foreign Investment). A foreign owner of Series A Shares
that has not been registered is not entitled to vote such Series A Shares or to receive dividends with respect to such Series A
Shares. The Dirección General de Inversión Extranjera (General Directorate of Foreign Investment) has informed Grupo
Radio Centro that it is not required to register any foreign owner of CPOs.



| | 17.4 | Dividend payments
| | ---- | -----------------



Pursuant to a resolution of the
general ordinary stockholders’ meeting on August 11, 2011, the stockholders declared a dividend of Ps. 65,000 via cash distributions,
representing Ps. 0.399 per share.



Pursuant to a resolution of the
general ordinary stockholders’ meeting on March 16, 2010, the stockholders declared a dividend of Ps. 100,000 via cash distributions,
representing Ps. 0.615 per share.



| | 17.5 | Legal Reserve
| | ---- | -------------



Retained earnings include the legal
reserve. In accordance with Article 20 of the Mexican Corporations Act, at least 5% of the net income for each year must be appropriated
to the legal reserve, which is not thereafter available for distribution except as a stock dividend, until the reserve equals 20%
of the value of capital stock. As of December 31, 2011 and 2010 the legal reserves were Ps. 62,640 and Ps. 59,620, respectively.



F-34







| | 18. | Earnings per share
| | --- | ------------------



| | 18.1 | Basic and diluted earnings per share
| | ---- | ------------------------------------



The Company does not have any arrangements
containing potentially dilutive shares and accordingly basic and diluted earnings per share are the same for each year presented,
as shown in the table below:



|                                           |  | 31/12/2011 |        |  | 31/12/2010 |    
|------------------------------------------ |  | ---------- | ------ |  | ---------- | ---
|                                           |  |            |        |  |            |    
|Total basic and diluted earnings per share |  | Ps.        | 1.0785 |  |            | Ps.





| | 18.2 | The earnings and weighted average number of ordinary shares used in the calculation of basic
and diluted earnings per share are as follows:
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                    |  | 31/12/2011 |             |  | 31/12/2010 |    
|--------------------------------------------------------------------------------------------------- |  | ---------- | ----------- |  | ---------- | ---
|                                                                                                    |  |            |             |  |            |    
|Profit for the year attributable to owners of the Company                                           |  | Ps.        | 175,496     |  |            | Ps.
|                                                                                                    |  |            |             |  |            |    
|Weighted average number of ordinary shares for the purposes of basic and diluted earnings per share |  |            | 162,724,561 |  |            |    



| | 19. | Broadcasting and corporate expenses
| | --- | -----------------------------------



| | 19.1 | Broadcasting expenses are as follows:
| | ---- | -------------------------------------



|                               |  | 31/12/2011 |         |  | 31/12/2010 |    
|------------------------------ |  | ---------- | ------- |  | ---------- | ---
|                               |  |            |         |  |            |    
|Insurance                      |  | Ps.        | 8,066   |  |            | Ps.
|Maintenance                    |  |            | 23,299  |  |            |    
|Marketing expenses             |  |            | 77,683  |  |            |    
|Other related expenses         |  |            | 87,856  |  |            |    
|Broadcasting expenses          |  |            | 309,062 |  |            |    
|Direct employee benefits       |  |            | 147,283 |  |            |    
|Radio announcer fees and other |  |            | 66,045  |  |            |    
|                               |  |            |         |  |            |    
|                               |  | Ps.        | 719,294 |  |            | Ps.



| | 19.2 | Corporate expenses are as follows:
| | ---- | ----------------------------------



|                        |  | 31/12/2011 |        |  | 31/12/2010 |    
|----------------------- |  | ---------- | ------ |  | ---------- | ---
|                        |  |            |        |  |            |    
|Key management benefits |  | Ps.        | 14,939 |  |            | Ps.



F-35







| | 20. | Other expenses
| | --- | --------------



|                                                                   |  | 31/12/2011 |        |   | 31/12/2010 |    
|------------------------------------------------------------------ |  | ---------- | ------ | - | ---------- | ---
|                                                                   |  |            |        |   |            |    
|Fees to the Executive Committee                                    |  | Ps.        | 23,532 |   |            | Ps.
|Litigation expenses                                                |  |            | 13,453 |   |            |    
|Maintenance and leasing cost                                       |  |            | 11,670 |   |            |    
|Other expenses                                                     |  |            | 6,209  |   |            |    
|Charity events costs                                               |  |            | 4,546  |   |            |    
|GRC-LA organization, constitution and start-up costs               |  |            | 4,278  |   |            |    
|Internet subscription                                              |  |            | 2,340  |   |            |    
|Compliance with securities regulations and corporate restructuring |  |            | 1,138  |   |            |    
|Loss on sale of equipment                                          |  |            | 787    |   |            |    
|Employee profit sharing                                            |  |            | 875    |   |            |    
|Recovery of expenses                                               |  |            | (7,618 | ) |            |    
|Other                                                              |  |            | (1,133 | ) |            |    
|                                                                   |  |            |        |   |            |    
|                                                                   |  | Ps.        | 60,077 |   |            | Ps.



| | 21. | Income taxes
| | --- | ------------



The Company is subject to ISR and IETU. In accordance
with current Mexican tax legislation, companies must pay the greater of ISR and IETU.



The ISR rate was 30% for 2011 and will remain at
such rate through 2012. The ISR rate was 28% in 2010; it will be 29% for 2013 and 28% for 2014.



For purposes of calculating IETU revenues, as well
as deductions and certain tax credits, are determined based on cash flows of each fiscal year. Beginning in 2011, the IETU rate
is 17.5%, and it was 17% in 2010.



Based on its financial projections, the Company
determined that it will only pay ISR. Therefore, it only recognizes deferred ISR.



In connection with the Tax Law Concerning Expressly
Declared Public Services and Concessionaires of Public Dominion Assets of the Nation (Ley del Impuesto sobre Servicios Expresamente
Declarados de Interes Público por Ley, Empresas Concesionarias de Bienes del Dominio Directo de la Nación)
issued in 1968, a radio and television tax is levied on customers who make payments to radio and television concessionaires (the
“concessionaires”), equivalent to 25% of such payments. This tax is collected from customers and remitted to the government
by the concessionaires. Subsequently, a new decree issued on October 10, 2002 allowed concessionaires to remit the tax either in
cash or in-kind. If paid in-kind, the decree establishes that payment be provided in free airtime, the value of which is determined
based on the equivalent of 18 minutes a day with respect to television broadcast, and 35 minutes a day with respect to radio broadcast.
Accordingly, only 80% of the total amount of the consideration received from customers for broadcasting services relates to the
payment for services provided to such customer, while the 20% remaining relates to the tax collected by concessionaires and payable
to the Secretariat of Finance and Public Credit.



F-36







During 2011, the Company reassessed the tax treatment
of this broadcast tax. Although from an accounting standpoint, when this tax is paid in-kind, it represents the exchange of nonmonetary
amounts and is recognized as revenue, according to the Company and its legal and tax advisors, strictly from a fiscal standpoint,
the option of paying the radio and television tax in-kind does not represent taxable income. This is evidenced by the fact that
there is no service contract entered into between the Company and the government, nor is there any consideration agreed-upon between
the two entities for the services rendered. Rather, the provision of free airtime represents the release of the Company from an
obligation to remit a tax collected by the Company’s customers to the tax authorities. Although the Company retains the cash
received from customers relating to the tax resulting in a payable to the tax authorities, upon provision of free airtime, the
liability is legally considered extinguished. While this may result in an increase in the overall equity of the Company, which
under certain circumstances is considered a taxable event, the fact that this is ultimately the release of an obligation, coupled
with the fact that the Company foregoes airtime to other paying commercial customers by providing the service free to the government
changes the nature of the services from a fiscal standpoint from a taxable event to a non-taxable event.



As a result of this reassessment, in 2011, the Company
amended its 2009 annual tax returns in order to exclude from taxable income, the tax received from customers in cash, but ultimately
paid in-kind to the tax authorities. During 2011, the Company obtained a refund of approximately Ps. 27,950 corresponding to the
amended 2009 annual tax return. In 2012, the Company amended its 2010 annual tax return based on this tax strategy and received
a refund of approximately Ps. 33,850. In addition, during the year ended December 31, 2011, the Company excluded Ps. 181,000 from
the calculation of taxable income corresponding to amounts collected from customers in cash but paid in-kind to the tax authorities,
representing an income tax benefit of Ps. 54,300.



Additionally, this reassessment has affected the
Company’s calculation of its deferred income taxes as well as its assessment of the recoverability of its deferred income
tax assets. With respect to deferred revenue, represented by nonrefundable advances paid from customers for broadcast services,
the portion of these advances corresponding to the broadcast tax that will be paid in-kind are not considered taxable; accordingly,
approximately Ps. 4,094 is excluded from the determination of the related deferred income tax asset. Furthermore, the Company has
tax loss carryforwards from previous years. However, this tax strategy results in projections of minimal to zero taxable income
in future years. As a result, the Company has assessed that it is not more likely than not that it will generate future taxable
income sufficient to utilize the benefit provided from its tax loss carryforwards, and thus has only partially recognized the related
deferred income tax asset.



F-37







| | 21.1 | Income taxes are as follows:
| | ---- | ----------------------------



|                                                     |  | 31/12/2011 |        |   | 31/12/2010 |    
|---------------------------------------------------- |  | ---------- | ------ | - | ---------- | ---
|ISR benefit (expense):                               |  |            |        |   |            |    
|Current                                              |  | Ps.        | -      |   |            | Ps.
|Income tax recovered in connection with tax strategy |  |            | 27,950 |   |            |    
|Deferred                                             |  |            | (3,700 | ) |            |    
|                                                     |  |            |        |   |            |    
|                                                     |  | Ps.        | 24,250 |   |            | Ps.



| | 21.2 | The effective ISR rate for fiscal 2011 and 2010 differ from the statutory rate as follows:
| | ---- | ------------------------------------------------------------------------------------------



|                                                     |  | 31/12/2011 |     |      | 31/12/2010 | 
|---------------------------------------------------- |  | ---------- | --- | ---- | ---------- | 
|                                                     |  |            |     |      |            | 
|Statutory rate                                       |  |            | 30  | %    |            | 
|Effects of inflation                                 |  |            | -   |      |            | 
|Non-taxable income in connection with tax strategy   |  |            | (36 | )    |            | 
|Income tax recovered in connection with tax strategy |  |            | (13 | )    |            | 
|Non-deductible expenses                              |  |            |     |      |            | 
|Write-off of future tax loss carryforwards           |  |            | 2   |      |            | 
|Other                                                |  |            | 1   | (15) |            | 
|                                                     |  |            |     |      |            | 
|Effective rate                                       |  |            | (16 | )    |            | 



F-38







| | 21.3 | The main items originating a deferred ISR balance are:
| | ---- | ------------------------------------------------------



|                                   |  | 31/12/2011 |         |   | 31/12/2010 |     |         | 01/01/2010 | 
|---------------------------------- |  | ---------- | ------- | - | ---------- | --- | ------- | ---------- | 
|                                   |  |            |         |   |            |     |         |            | 
|Deferred ISR assets (liabilities): |  |            |         |   |            |     |         |            | 
|                                   |  |            |         |   |            |     |         |            | 
|Deferred revenue                   |  | Ps.        | 24,568  |   |            | Ps. | 41,925  |            | 
|Employee benefits                  |  |            | 22,462  |   |            |     | 23,487  |            | 
|Accrued expenses                   |  |            | 1,301   |   |            |     | 5,596   |            | 
|Tax loss carryforwards             |  |            | 12,961  |   |            |     | -       |            | 
|Other                              |  |            | -       |   |            |     | 1,653   |            | 
|Property and equipment             |  |            | (52,398 | ) |            |     | (64,145 | )          | 
|Prepaid expenses                   |  |            | (8,894  | ) |            |     | (1,277  | )          | 
|                                   |  |            |         |   |            |     |         |            | 
|Deferred ISR asset (liability)     |  | Ps.        | -       |   |            | Ps. | 7,239   |            | 



| | 21.4 | As of December 31, 2011, the Company has tax loss carryforwards that can be recovered subject to
certain conditions. The Company has recognized a deferred ISR asset only for the tax loss carryforwards that is more likely that
not that will result in a future benefit. Restated amounts as of December 31, 2011 and expiration dates are as follows:
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Year of    |  | Tax Loss      |        
|---------- |  | ------------- | -------
|Expiration |  | Carryforwards |        
|           |  |               |        
|2019       |  | Ps.           | 161,628
|2019       |  |               | 54,485 
|2021       |  |               | 67,169 
|           |  |               |        
|           |  | Ps.           | 283,282



F-39









| | 22. | Financial instruments
| | --- | ---------------------



| | 22.1 | Capital management
| | ---- | ------------------



The Company manages
its capital to ensure that it will be able to continue as a going concern while maximizing the return to stockholders through the
optimization of debt and equity balances.



The capital structure
of the Company consists of net debt (borrowings as detailed in Note 12 offset by cash and cash equivalents) and equity of the Company
(comprising common stock, the reserve for the repurchase of shares, retained earnings and other comprehensive income as detailed
in Note 17).



The Company is
not subject to any externally imposed capital requirements.



| | 22.2 | Indebtedness
| | ---- | ------------



In 2006, the Company
entered into a credit facility with Banco Inbursa S. A., Institución de Banca Múltiple, Grupo Financiero Inbursa
for a secured peso-denominated loan in two tranches in an aggregate principal amount equivalent to up to US $21,000. As of December
31, 2011, Ps. 90,736 is outstanding under this credit facility. The first, non-revolving tranche is for a peso-denominated amount
equivalent to up to US $14,000 to be used for capital expenditures and other corporate purposes. The second, revolving tranche
is for a peso-denominated amount equivalent to up to US $7,000 to be used for working capital purposes.



F-40







On March 26, 2009,
the Company drew down on the first tranche, in the amount of Ps. 200,000, to finance the prepayment of the first two years of fees
under the LMA entered into with Emmis Communications Corporation (see Note 26). The Company is required to repay the principal
amount over five years in 20 quarterly installments beginning June 1, 2009 and make quarterly interest payments at an annual rate
of 13.0% through March 18, 2010 and at 9.5% thereafter.



On June 1, 2010,
the Company borrowed Ps. 30,000 under the second tranche for working capital purposes, which the Company repaid on November 9,
2010.



Amounts borrowed
under the credit facility are guaranteed by several of the Company’s subsidiaries and secured by a first priority lien on
substantially all of the Company’s property, including its corporate headquarters but excluding any equipment used for broadcasting.



As of the date
December 31, 2011, the Company’s remaining borrowing capacity under the credit facility was Ps. 60,000. The credit facility
will expire on June 16, 2015. The principal conditions to drawing down include that the Company is in compliance with its obligations
under the credit facility; there be no material adverse change resulting in a loss or liability to the Company equivalent to 5%
or more of its total assets (as such condition is more fully defined in the credit facility) and no material adverse change in
the banking environment or international capital markets; borrowed amounts be secured by a first priority lien on substantially
all of the Company’s property; and there be no event of default under the credit facility. If any of the conditions to draw
down is not met or waived, the Company will be unable to obtain funds under the credit facility.



The credit facility
contains covenants requiring the Company to maintain certain financial ratios and comply with other financial conditions that,
among other things, limit its ability to incur additional indebtedness, pay dividends, pledge assets and enter into transactions
with affiliates. The financial covenants (using terms defined in the credit facility) include an interest coverage ratio of at
least 2.5 to 1, a total debt to EBITDA ratio of no more than 3 to 1, a fixed charges coverage ratio of at least 1.75 to 1, a cash
balance at each balance sheet date of at least US $1,750, and stockholders’ equity of at least Ps. 850,000.



If the Company
fails to comply with any covenant under the credit facility in the future, there can be no assurance that the Company will be able
to obtain waivers or that the lender will not accelerate amounts due under the credit facility. If the Company is unable to repay
amounts due under the credit facility, the lender could proceed against the collateral securing the Company indebtedness. Such
events would have a material adverse effect on Company’s business, financial condition and results of operations.



The Company is
in compliance with all of its debt covenants as of December 31, 2011.



| | 22.3 | Categories of financial instruments
| | ---- | -----------------------------------



Details of the significant accounting policies and
methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are
recognized, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 3 to the
accompanying consolidated financial statements.



The Company’s principal financial assets are
cash and cash equivalents disclosed in Note 5, and recoverable taxes, other receivables and broadcasting receivables as disclosed
in Notes 6 and 7, respectively. The Company’s principal financial liability is long-term debt as disclosed in Note 12.



F-41







| | 22.4 | Financial risk management objectives
| | ---- | ------------------------------------



The Company seeks to minimize the effects of market
risk (including fair value interest rate risk), credit risk and liquidity risk. No significant interest rate hedging or trading
financial instruments were entered into during the periods covering the accompanying consolidated financial statements.



| | 22.5 | Market risk
| | ---- | -----------



The Company’s activities expose it primarily
to the financial risks of changes in interest rates (see Notes 22.8 and 22.9 below) and foreign currency exchange rates (see Notes
22.6 and 22.7 below). The Company may enter into derivative financial instruments to manage its exposure to foreign currency risk.



There has been no change to the Company’s exposure
to market risks or the manner in which these risks are managed and measured.



| | 22.6 | Foreign currency risk management
| | ---- | --------------------------------



The Company is exposed to foreign exchange risk,
primarily with respect to the Mexican peso and to the US dollar in respect of one of its subsidiaries whose functional currency
is the US dollar. Foreign exchange risk arises from future commercial transactions and recognized monetary assets and liabilities.



The carrying amounts of the Company’s foreign
currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:



|                     |  | 31/12/2011 |        |   | 31/12/2010 |     |        | 01/01/2010 | 
|-------------------- |  | ---------- | ------ | - | ---------- | --- | ------ | ---------- | 
|Monetary assets      |  |            |        |   |            |     |        |            | 
|Mexican Pesos (Ps.)  |  | Ps.        | 9,232  |   |            | Ps. | 20,097 |            | 
|US dollars (US $)    |  |            | 660    |   |            |     | 1,623  |            | 
|                     |  |            |        |   |            |     |        |            | 
|Monetary liabilities |  |            |        |   |            |     |        |            | 
|Mexican Pesos (Ps.)  |  | Ps.        | (2,665 | ) |            | Ps. | -      |            | 
|US dollars (US $)    |  |            | (220   | ) |            |     | -      |            | 



F-42







| | 22.7 | Foreign currency sensitivity analysis
| | ---- | -------------------------------------



Based on the Company’s exposure to foreign
currencies described in Note 22.6, which is not material, the Company ́s management believes that an appreciation or depreciation
of the Mexican peso compared to such foreign currencies would not cause a material impact on profit or equity.



| | 22.8 | Credit risk management
| | ---- | ----------------------



We cannot assure that the Company’s key customers
will continue to purchase advertising from the Company at current levels or at all. The loss of our relationship with any one of
our principal customers could have a material adverse effect on the Company results of operations.



| | 22.9 | Liquidity risk management
| | ---- | -------------------------



If the Company is unable to raise additional debt
or equity, its results of operations could suffer. The Company closely monitors the maturity of its liabilities and the cash needs
of its operations.



F-43







Contractual obligations
consisting of long-term debt as of December 31, 2011, and the period in which the contractual obligations come due as follows.



The maturity of the long-term, its current portion
and the accrued interest at December 31, 2011 is as follows:



|                 |  | Effective interest rate |      |  | Less than  1 month |     |   | 1-3 months |  |     | 3 months to 1 year |  |  | 1-3 years |        |  | Total |    
|---------------- |  | ----------------------- | ---- |  | ------------------ | --- | - | ---------- |  | --- | ------------------ |  |  | --------- | ------ |  | ----- | ---
|                 |  | %                       |      |  |                    |     |   |            |  |     |                    |  |  |           |        |  |       |    
|Long-term debt   |  |                         | 9.50 |  |                    | Ps. | - |            |  | Ps. | 10,736             |  |  | Ps.       | 30,000 |  |       | Ps.
|Accrued interest |  |                         |      |  |                    |     | - |            |  |     | 2,138              |  |  |           | 4,988  |  |       |    
|                 |  |                         |      |  |                    |     |   |            |  |     |                    |  |  |           |        |  |       |    
|                 |  |                         |      |  |                    | Ps. | - |            |  | Ps. | 12,874             |  |  | Ps.       | 34,988 |  |       | Ps.



| | 22.10 | Fair value of financial instruments
| | ----- | -----------------------------------



| | 22.10.1 | Fair value of financial instruments carried at amortized cost
| | ------- | -------------------------------------------------------------



The fair value of long-term debt and its related
current portion as of December, 31, 2011 is Ps. 91,387. The Company ́s management considers that the carrying amounts of financial
assets and other financial liabilities recognized in the consolidated financial statements approximate their fair values.



| | 23. | Related party transactions
| | --- | --------------------------



| | 23.1 | During the year, the Company entered into the following transactions with related parties:
| | ---- | ------------------------------------------------------------------------------------------



|                                                          |  | 31/12/2011 |         |   | 31/12/2010 |    
|--------------------------------------------------------- |  | ---------- | ------- | - | ---------- | ---
|Grupo Radio México, S. A. de C. V. – other related party: |  |            |         |   |            |    
|Commissions paid for sales of  broadcasting services (b)  |  | Ps.        | (30,330 | ) |            | Ps.
|Gains on sale of equipment                                |  |            | 1,043   |   |            |    
|                                                          |  |            |         |   |            |    
|Aguirre Family:                                           |  |            |         |   |            |    
|Recovery of expenses and gains on sales of equipment (a)  |  |            | 4,305   |   |            |    



F-44







| | (a) | Relates to the personal use of goods and services that the Company acquired in barter transactions
and for which they paid the Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------



| | (b) | On January 5, 2000, Grupo Radio Centro entered into a contract with an entity owned by Francisco
Aguirre G., chairman of the board of directors of the Company, for an indefinite term pursuant to which this entity is compensated
for consulting services and the sale of airtime provided to the Company by Mr. Aguirre. The Company incurred expenses under this
contract totaling Ps. 4.7 million in 2011 and Ps. 4.0 million in 2010
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 23.2 | The following balances were outstanding at the end of the reporting period:
| | ---- | ---------------------------------------------------------------------------



|                                   |  | 31/12/2011 |       |  | 31/12/2010 |     |       | 01/01/2010 | 
|---------------------------------- |  | ---------- | ----- |  | ---------- | --- | ----- | ---------- | 
|Grupo Radio México, S. A. de C. V. |  | Ps.        | 1,021 |  |            | Ps. | 1,003 |            | 
|Aguirre Family                     |  |            | 1,904 |  |            |     | 2,775 |            | 



| | 23.3 | Employee benefits provided to key members of management were as follows:
| | ---- | ------------------------------------------------------------------------



|                         |  | 31/12/2011 |        |  | 31/12/2010 |     |        | 01/01/2010 | 
|------------------------ |  | ---------- | ------ |  | ---------- | --- | ------ | ---------- | 
|                         |  |            |        |  |            |     |        |            | 
|Short-term benefits      |  | Ps.        | 24,738 |  |            | Ps. | 24,719 |            | 
|Post-employment benefits |  |            | 7,924  |  |            |     | 8,721  |            | 



| | 23.4 | Major Stockholders
| | ---- | ------------------



The Company was
incorporated as Técnica de Desarrollo Publicitario, S. A. de C. V. on June 8, 1971, with its principal stockholders being
members of the Aguirre family. The Company has undergone several changes in nominal ownership, but ultimate control has always
remained with the Aguirre family.



As of December
31, 2011, the same seven members of the Aguirre family continue to own, in equal parts, 100% of the interests in a trust that was
originally established by the Aguirre family in 1992. Under the terms of the trust, the Series A Shares held by the trust are ordinarily
voted as directed by a majority of the beneficiaries of the trust.



F-45







| | 24. | Litigation and other contingencies
| | --- | ----------------------------------



| | 24.1 | Infored litigation
| | ---- | ------------------



Through a series of transactions
effected in 1995 and 1996, the Company acquired five radio stations owned by Radiodifusión RED, S.A., as well as the exclusive
radio broadcasting rights to Monitor, a news and talk radio program. On December 23, 1998, the Company entered into an agreement
with Infored and Mr. Gutiérrez Vivó, the principal anchor of Monitor, pursuant to which they would provide the Company
with original news programs and special event productions until 2015 (the “Infored Agreement”). The Infored Agreement
provided that Mr. Gutiérrez Vivó would continue as Monitor’s host until at least the end of 2003.



In May 2002, Mr. Gutiérrez
Vivó and Infored initiated an arbitration proceeding pursuant to which they sought rescission of the Infored Agreement and
damages. On March 1, 2004, the International Chamber of Commerce, or the ICC, notified the Company that, by majority vote of two
of the three arbitrators, the ICC panel held that the Company was in breach of its contract with Infored and Mr. Gutiérrez
Vivó. As a result, the contract was rescinded and Infored and Mr. Gutiérrez Vivó together were awarded a total
of US $21,100 in damages, which represents the amount the Company would be required to pay under the contract after taking into
account prepayments made by the Company. The Company challenged the validity of this decision in the Mexican courts and, on November
11, 2004, Civil Judge 63 of the Federal District Superior Tribunal of Justice, ruled against this decision. Infored and Mr. Gutiérrez
Vivó initiated an amparo, which is an injunction on constitutional grounds or a type of proceeding used to challenge
the legality of a decision under Mexican law, against the November 11, 2004 ruling.



After various amparos and
other actions taken by each of the involved parties, on June 12, 2008, the Thirteenth Circuit Court, to which the case has been
sent, reversed its prior decision, granted the amparo of Infored and Mr. Gutiérrez Vivó, denied the amparo
of the Company, and remanded the case to Civil Judge 63 of the Federal District Superior Tribunal of Justice. On July 11, 2008,
Civil Judge 63 of the Federal District Superior Tribunal of Justice ruled that the decision that initially granted the amparoto the Company was invalid. This decision of Civil Judge 63 of the Federal District Superior Tribunal of Justice
did not constitute an order to pay the arbitration award, the enforcement of which remains subject to lower court review.



In August 2008, the Company challenged
the aforementioned rulings, and after exhausting all legal efforts, in September 2010, the Mexican Supreme Court denied the Company’s
challenges. However, the Company believes that enforcement of the arbitration award remains subject to lower court proceedings.
In May 2011, Infored and Mr. Gutiérrez Vivó requested that Civil Judge 63 of the Federal District Superior Tribunal
of Justice enforce the arbitration award on summary judgment. Civil Judge 63 denied summary judgment, for which reason Mr. Gutiérrez
Vivó and Infored appealed such resolution through an amparo before the Sixth District Judge on Civil Matters, who,
on November 10, 2011, issued a resolution denying such amparo. This resolution has been appealed again by Mr. Gutiérrez
Vivó and Infored, the resolution of which is still pending.



The Company plans to continue to
challenge the validity of the arbitration award in the Mexican courts. Although the Company believes it has merits to achieve a
favorable outcome, if the Company is ultimately unsuccessful in challenging the enforcement of the arbitration award in Mexico,
it will be required to finance any amounts due.



The Company is involved in various
other legal proceedings related to the Infored and Mr. Gutiérrez Vivó transaction. In 2004, the Company and a subsidiary,
along with four minority shareholders, initiated two lawsuits against Mr. Gutiérrez Vivó and Ms. María Ivonne
Gutiérrez Vivó to seek rescission of the stock purchase agreement entered into as an “accessory contract”
to the Infored Agreement. One case pertains to the shares of the licensee of the radio station formerly known as XEJP-AM (now XENET-AM),
and the other case pertains to the shares of the licensee of the radio station formerly known as XEFAJ-AM (now XEINFO-AM).



In addition, in 2008, Mr. Gutiérrez
Vivó and Infored initiated additional claims against the Company for alleged violations of labor law in connection with
the Infored Agreement. In 2009, Mr. Gutiérrez Vivó and Infored initiated a civil law suit against the Company and
individual members of the Aguirre family, seeking consequential damages in an amount of approximately Ps. 9.46 billion arising
out of the Company’s alleged wrongful failure to pay the arbitration award. In both lawsuits, favorable resolutions have
been obtained in the first instance. The Company’s management believes that these cases will ultimately be resolved in favor
of the Company.



F-46







| | 24.2 | Labor contingencies
| | ---- | -------------------



The Company is also involved in
a variety of labor claims initiated by former employees between 2000 and 2004 seeking an aggregate amount of approximately Ps.
30,500. The Company has not recorded a provision for these claims, as the Company’s management believes that the cases will
be resolved in favor of the Company.



| | 24.3 | Other contingencies
| | ---- | -------------------



Other than proceedings, described
above, the Company is not currently engaged in any material litigation or arbitration, and no material litigation or claim is known
to the Company to be pending or threatened against the Company.



| | 25. | Service Agreements
| | --- | ------------------



In order to manage the operations
of XHFO-FM, S.A. de C.V. (the “XHFO Station”), Desarrollos Empresariales, S.A. de C.V. (“DESA”), a wholly-owned
subsidiary of the Company entered into a Service Agreement on October 2, 1995 with the XHFO Station and with Comercializadora Siete
de México, S.A. de C.V. (“Comercializadora”). Under the terms of this agreement, DESA was granted the right
to sell the XHFO Station’s airtime in exchange for providing operating and administrative services to Comercializadora and
to the XHFO Station.



On December 30, 1998, a rights transfer
agreement was signed in which Grupo Radio Centro replaced DESA as the operator of the XHFO Station. Beginning in January 1999,
various amendments were entered made to the arrangement. The most recent amendment was entered into on October 16, 2008, and is
effective from January 3, 2009 to January 2, 2014. Beginning in March 2010, this amendment provides for a variable fee paid by
the Company to Comercializadora Siete de México, S.A. de C.V., based upon year-to-year airtime revenue increases. The resulting
increase in Mexican pesos is translated into US dollars, which amount is used to compute the percentage increase. Such percentage
increase determines the amount of the variable consideration based on rates included in the amended agreement. The variable consideration
is determined based on activity from March of the year when the comparison is performed, to February of the following year.



F-47







| | 26. | Agreement with Emmis Communications Corporation
| | --- | -----------------------------------------------



On
April 3, 2009, a Local Programming and Marketing Agreement (the “LMA”) concerning the programming and marketing for
a radio station with the call letters KXOS-FM that operates on a frequency of 93.9 FM (the “KXOS Station”) in Los Angeles,
California, United States of America, was entered into between GRC-LA and Emmis Communications Corporation and its subsidiaries:
KMVN, LLC, which is the owner of the KXOS Station assets), and KMVN License, LLC, which owns the FCC licenses. Under the terms
of the LMA, Emmis owns and operates the KXOS Station, while GRC-LA provides broadcasting programming. GRC-LA pays Emmis a fee of
US $7,000 per year plus expenses incurred by Emmis with respect to the KXOS Station. Additionally, the GRC-LA agreed to advance
US $14,000 (approximately Ps. 200,000) for the first two years of suchfees.
The Company financed the advance payment by means of a loan in the amount of Ps. 200,000, as discussed in Note 17.



As part of the LMA, a Put and
Call Agreement was entered into that grants GRC-LA an option to purchase the KXOS Station’s assets and provides Emmis the
option to require to GRC-LA to purchase the KXOS Station’s assets. The term of the put option grants GRC-LA the right to
purchase from April 16, 2009 to April 15, 2016. The term of the call option grants Emmis the right to require purchase from April
15, 2015 to April 14, 2016. Both the put and call can be exercised at a price of US $110,000. If at the option exercise date, GRC-LA
is not qualified to own the KXOS Station in the United States pursuant to regulatory guidelines in the United States, it may assign
the Option Agreement to a third party who is qualified for this purpose.



The Company accounts for the
effects of this transaction as an operating lease.



In connection with the LMA
and the Option Agreement, a pledge agreement and a security agreement were signed by Emmis in favor of Grupo Radio Centro and GRC-LA.
These agreements grant guarantees and collateral pledges of all the fixed assets of Emmis that are used or held for use in the
operation of the KXOS Station, for compliance with the aforementioned agreements.



| | 27. | Segment information
| | --- | -------------------



Company management
has determined that it has two reportable segments, represented by the geographical regions in which it operates: Mexico, which
is the Company’s country of residence and where it conducts its main operations, and the United States of America (“USA”)
through its subsidiary GRC-LA. This subsidiary’s principal line of business is to operate the radio station KXOS-FM that
broadcasts at 93.3 FM in Los Angeles, California and whose revenues are driven by broadcasting advertisements.



F-48







| | 27.1 | Financial information related to the Company’s reportable segments are as follows:
| | ---- | ----------------------------------------------------------------------------------



|                                  |  | 31/12/2011 |          
|--------------------------------- |  | ---------- | ---------
|                                  |  | Mexico     |          
|                                  |  |            |          
|Revenues from external customers  |  |            | 920,660  
|Interest income                   |  |            | 20       
|Interest expense                  |  |            | 17,854   
|Depreciation and amortization     |  |            | 24,541   
|Profit (loss) before income taxes |  |            | 252,682  
|Total assets                      |  |            | 1,751,019
|Total liabilities                 |  |            | 363,993  



|                                  |  | 31/12/2010 |          
|--------------------------------- |  | ---------- | ---------
|                                  |  |            |          
|                                  |  | Mexico     |          
|                                  |  |            |          
|Revenues from external customers  |  |            | 843,900  
|Interest income                   |  |            | 446      
|Interest expense                  |  |            | 26,345   
|Depreciation and amortization     |  |            | 23,861   
|Profit (loss) before income taxes |  |            | 201,370  
|Total Assets                      |  |            | 1,726,881
|Total liabilities                 |  |            | 493,376  



| | 27.2 | Products and services from which reportable segments derive their revenues
| | ---- | --------------------------------------------------------------------------



The Company derives its revenues
from external customers entirely from its broadcasting business.



| | 27.3 | Information about major customers
| | ---- | ---------------------------------



Included in broadcasting revenues
are sales for approximately Ps. 108,697 and Ps. 120,065 for the years ended December 31, 2011 and 2010, respectively, which represented
sales to the Company’s largest customer. No other single customers contributed 10% or more to the Company’s consolidated
revenue for both 2011 and 2010.



| | 28. | Explanation of transition to IFRS
| | --- | ---------------------------------



As discussed in
Note 2, the Company’s consolidated financial statements for the year ended December 31, 2011 are its first annual financial
statements that comply with IFRS, with a transition date of January 1, 2010. Previously, these financial statements were prepared
in accordance with MFRS, which differ in certain respects from IFRS.



As part of the adoption of IFRS,
the Company applied IFRS 1, which generally requires retrospective application of all standards, except for certain mandatory exceptions
and other voluntary exemptions from retrospective application.



F-49







The mandatory exception to retrospective
application of IFRS applicable to the Company is with respect to accounting estimates. Accounting estimates made under MFRS in
the years ended December 31, 2011 and 2010 are consistent with estimates under IFRS made for the same periods and are thus not
retrospectively modified.



With respect to optional exemptions
to retrospective application, the Company elected to apply the exemptions related to business combinations, employee benefits and
foreign currency translation and the use of deemed cost for its property and equipment as follows:



| | · | Business combinations under IFRS 3 (2008) – The Company chose to apply IFRS 3 (2008) as of its transition date to IFRS;
therefore, business combinations effected prior to such date were not accounted for under IFRS 3 (2008). As part of the IFRS adoption
process, the Company decided not to remove the cumulative effects of inflation in goodwill and use as its deemed cost its previous
value under MFRS.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Employee Benefits – The Company, elected to recognize all cumulative actuarial gains and losses at the date of transition
to IFRS. The Company applied this exception to all of its defined benefit plans.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company elected to set the cumulative translation effects from all foreign operations to zero as of its date of transition
and will account for such effects prospectively.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company elected to use the deemed cost exemption for its property and equipment. Accordingly, the cost of property and
equipment represents depreciated cost in accordance with IFRS adjusted to reflect changes in the Mexican consumer price index.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 28.1 | Effects and notes to the effects of IFRS adoption for the consolidated statements of financial
position
| | ---- | -------------------------------------------------------------------------------------------------------



| | a) | The IFRS adjustments were as follows:
| | -- | -------------------------------------

|                                    |  | 31/12/2010 |           |   | 01/01/2010 |    
|----------------------------------- |  | ---------- | --------- | - | ---------- | ---
|                                    |  |            |           |   |            |    
|Total equity under MFRS             |  | Ps.        | 1,290,552 |   |            | Ps.
|i.      Employee benefits           |  |            | 6,929     |   |            |    
|ii.     Deferred income tax impacts |  |            | (1,940    | ) |            |    
|                                    |  |            |           |   |            |    
|Total equity under IFRS             |  | Ps.        | 1,295,541 |   |            | Ps.



| | b) | Notes to the effects of IFRS adoption:
| | -- | --------------------------------------



| | i. | Under MRFS, actuarial gains and losses were deferred and amortized using the corridor approach.
Prior service cost was deferred and amortized over the remaining service life of the employees. The Company, elected to recognize
all cumulative actuarial gains and losses at the date of transition to IFRS (January 1, 2010). The Company applied this exception
to all of its defined benefit plans. The Company early adopted the 2011 amendments to IAS 19 at the date of transition; therefore
all actuarial gains and losses are recognized immediately in other comprehensive income. Also, under the 2011 amendments to IAS
19, past service cost is recognized immediately in profit or loss. Upon adoption of the 2011 amendments to IAS 19, unamortized
prior service cost was recognized immediately through retained earnings.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-50







| | ii. | The Company recalculated and recognized deferred income taxes in accordance with IAS 12,
Income Taxes, using the adjusted carrying amounts of assets and liabilities under IFRS.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 28.2 | Effects and notes to the effects of IFRS adoption for the consolidated statements of comprehensive
income:
| | ---- | ----------------------------------------------------------------------------------------------------------



| | a) | The IFRS effects were as follows:
| | -- | ---------------------------------



|                                                     |  | 31/12/2010 |        
|---------------------------------------------------- |  | ---------- | -------
|                                                     |  |            |        
|Net profit under MFRS                                |  | Ps.        | 60,410 
|Other comprehensive income under MFRS                |  |            | (6,473 
|Total comprehensive income under MFRS                |  |            | 53,937 
|i        Broadcasting expenses                       |  |            | (12,721
|i        Net actuarial gains and losses for the year |  |            | 8,578  
|ii       Income taxes                                |  |            | 3,562  
|                                                     |  |            |        
|Total comprehensive income under IFRS                |  | Ps.        | 53,356 



| | b) | Notes to the effects of IFRS adoption:
| | -- | --------------------------------------



| | i. | The Company adopted the 2011 amendments to IAS 19 at the date of transition; therefore all
actuarial gains and losses are recognized immediately in other comprehensive income. Also, under the 2011 amendments to IAS 19,
past service cost is recognized immediately in profit or loss. Upon adoption of the 2011 amendments to IAS 19 unamortized prior
service cost was recognized immediately through retained earnings. Under the 2011 amendments to IAS 19 the net cost for the year
for the defined benefit plans differs from the previously recognized amounts.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii. | The Company recalculated and recognized deferred income taxes in accordance with IAS 12,
Income Taxes, using the adjusted carrying amounts of assets and liabilities under IFRS.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Presentation differences exist between IFRS and MFRS.  Accordingly, the presentation
of certain balances and amounts in the accompanying consolidated statement of financial position as of December 31, 2010 and the
consolidated statement of comprehensive income for the year then ended, under IFRS, differ from that previously reported under
MFRS.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 29. | Financial statements issuance authorization
| | --- | -------------------------------------------



On February 15, 2012, the issuance of the consolidated
financial statements was authorized by C. P. Pedro Beltrán Nasr, the Company’s Chief Financial Officer. These consolidated
financial statements are subject to the approval at the General Ordinary Stockholders’ Meeting, at which the stockholders
may decide to modify such consolidated financial statements according to the Mexican General Corporate Law.



F-51







| | 30. | Subsequent events
| | --- | -----------------



On April
13, 2012, the Company entered into an amendment to the call and put option agreement with Emmis (described in Note 26) that effectively
gives certain qualified designees of the Company which are entities controlled by certain children of certain members of
the Aguirre family who are U.S. citizens, the right to purchase the KXOS-FM station
assets for US $85,500 provided that the purchase closes on or before March 27, 2013 or in certain circumstances related to the
timing of the FCC approval, an earlier date. The LMA will remain in effect until the closing of the purchase. In connection with
this amendment, the qualified designees have exercised the call option, the consummation of which is subject to certain closing
conditions, including a financing condition and FCC approval (for which transfer applications have been filed). If the closing
does not occur on or before March 27, 2013 or such earlier date (if applicable), the LMA will continue to remain in effect, the
call option exercised by the qualified designees will terminate and the amendments to the call and put option agreement set forth
in the amendment will be deemed null and void (i.e., the purchase price for the KXOS-FM station assets will revert to US $110,000).



* * * * * *



F-52







SIGNATURE



The registrant hereby certifies that it
meets all the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report
on its behalf.



Date: April 27, 2012



| | GRUPO RADIO CENTRO, S.A.B. de C.V.
| | ----------------------------------
| |                                   
| | By:                               
| |                                   
| |