Saregama India Ltd

Dear Members,

Your Board of Directors ('the Board') are pleased to present the 77^th Integrated Annual Report of Saregama India Limited ('Saregama' or 'the Company') along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended on 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

A) The performance of the Company for the financial year ended on 31^st March, 2024 is summarized below:

(' In Lakhs)

Your Board is pleased to report a profit of ' 19,755.93 Lakhs on a Consolidated basis for the financial year 2023-24.

The Financial Statements for the financial year ended 31^st March, 2024 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013 ('the Act') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

B) Reserves

During the year under review, there was no amount transferred to any of the reserves by the Company.

C) Operations/ State of Company's Affairs/Nature of Business

The Operations/ State of the Company's Affairs/ Nature of Business forms part of the Management Discussion and Analysis Report forming part of the Integrated Annual Report.

D) Dividend

The Board of Directors of the Company at its Meeting held on Friday, 9^th February, 2024 had declared an Interim Dividend of ' 4/- per equity share (i.e. 400 % on the face value of ' 1/- per equity share), for the financial year ended on 31^st March, 2024. The total payout towards equity dividend for FY 2023-24 aggregated to ' 7,712.37 Lakhs. The said Interim Dividend was paid on and from Monday, 4^th March, 2024.

The Dividend recommendation is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') is available on the Company's website and can be accessed at

https://r.sareqama.com/resources/pdf/investor/dividend_distribution_policv_saregama_india_limited.PDF

There has been no change in the policy during the year. The Notice convening the 77^th Annual General Meeting ('AGM') of the Members of the Company includes an item for confirmation of the said Interim Dividend.

E) Subsidiaries. Associates and Joint Ventures

As of 31^st March, 2024, the Company has six Subsidiaries, including four International Subsidiaries and one Material Subsidiary, along with one Joint Venture Company. There are no Associate companies within the meaning of section 2(6) of the act.

The aforementioned Joint Venture ('JV') Company was directed to be wound up by the Hon'ble High Court at Calcutta on 19^th September, 2016. Consequently, this entity has not been considered for consolidation by the Group.

The performance highlights of the subsidiary companies and their contribution to the overall performance of the Company during the reporting period are provided in note no. 44 to the Consolidated Financial Statements.

F) Acquisition

a. The Company has executed (i) an Investment agreement dated 28^th September, 2023 with inter alios M/s Pocket Aces Pictures Private Limited ('Pocket Aces'), Ms. Aditi Shrivastava and other shareholders of Pocket Aces; and (ii) shareholders' agreement dated 28^th September, 2023 with Pocket Aces, Ms. Aditi Shrivastava and other shareholders of Pocket Aces. Through these agreements, the Company acquired a controlling equity stake of Pocket Aces by way of secondary acquisition, in one or more tranches, in the following classes of securities: (i) 1,14,723 equity shares; (ii) 69,231 seed compulsorily convertible preference shares; (iii) 77,238 series A compulsorily convertible preference shares; (iv) 30,611 series B compulsorily convertible preference shares; (v) 16,034 series C1 compulsorily convertible preference shares; (vi) 656 series C3 compulsorily convertible preference shares; (vii) 30,144 series BB compulsorily convertible preference shares, aggregating to 3,70,742 securities representing approximately 51.82% of the issued and paid-up share capital (determined on a fully diluted basis) of Pocket Aces for a total sale consideration of 165.61 Cr paid towards various shareholders of Pocket Aces, as first tranche sale consideration.

b. Pursuant to such acquisition, Pocket Aces has become a Material Subsidiary of the Company.

Pocket Aces is a Digital Entertainment Company. It is one of the few companies with a holistic presence across digital media ecosystem. It manages influencers across categories, produces long form content across platforms, and publishes snackable short form content. The acquisition has been consummated on 11^th November, 2023.

G) Scheme of Arrangement between Saregama India Limited and Digidrive Distributors Limited

a. The Company filed an application before the Hon'ble National Company Law Tribunal, Kolkata Bench ('NCLT') to obtain orders for convening and/or dispensing meetings of shareholders and creditors of Saregama India Limited ('Demerged Company') and Digidrive Distributors Limited ('Resulting Company') in connection with a Scheme of Arrangement ('Scheme') proposed to be made between the Demerged Company and the Resulting Company and their respective shareholders and creditors under sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 ('the Act') for demerger of the Demerged Undertaking, being the E-Commerce Distribution Business (as defined in the Scheme) of the Demerged Company, to the Resulting Company in the manner and on the terms and conditions stated in the said Scheme.

b. Pursuant to the Scheme, the E-commerce Distribution Business along with identified non-core assets ('Demerged Undertaking') was demerged, transferred and vested from the Company into the Resulting Company under the provisions of the Act. The Company received the Certified Copy of the Order sanctioning the Scheme on 26^th June, 2023 and the Company filed Form INC-28 with the Registrar of Companies, Kolkata on 12^th July, 2023. Accordingly, the Scheme was made effective on 12^th July, 2023 upon receipt of all requisite approvals, with the Appointed Date of the Scheme being 1^st April, 2022.

c. Further, in terms of Clause 7 of the Scheme, the Resulting Company issued and allotted 3,85,61,898 Equity shares of ' 10/- (Rupees Ten only) each on 31^st July, 2023 to the eligible shareholders of the Company as on the Record Date, i.e. 27^th July, 2023.

d. The listing and trading approvals for 3,85,61,898 fully paid-up Equity Shares of ' 10/- each of the Resulting Company were received from the National Stock Exchange of India Limited ('NSE') vide letter No. NSE/LIST/118 dated 8^th January, 2024 and BSE Limited ('BSE') vide letter No. 20240108-16 dated 8^th January, 2024.

e. The above-mentioned equity shares are available for trading on NSE and BSE both effective from 10^th January, 2024. The details of the Equity Shares with respect to the trading are hereunder:

H) Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its Subsidiaries have been prepared in accordance with the provisions of the Act read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the SEBI Listing Regulations and it forms part of the Integrated Annual Report. Pursuant to section 129 (3) of the Act, a statement containing the salient features of the Financial Statements of the subsidiary companies for the FY 2023-24 is attached to the Financial Statements in Form AOC-1.

Further pursuant to the provisions of section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company, along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company at www.saregama.com under the section 'Investor Relations'. Members desirous of obtaining the Accounts of the Company's subsidiaries may obtain the same upon request by email to the Company's email id - co.sec@ saregama.com.

2. SHARE CAPITAL

The Authorised Share Capital of the Company as on 31^st March, 2024 was ' 25,00,00,000 divided into 25,00,00,000 Equity Shares of Re. 1/- each.

The issued, subscribed and paid-up Equity Share Capital of the Company as on 31^st March, 2024 was ' 19,28,09,490 divided into 19,28,09,490 Equity Shares of Re.1/- each.

There was no change in the Company's share capital during the year under review.

3. CORPORATE GOVERNANCE

Your Company has adopted a Code of Conduct ('the Code') for all members of Board of Directors and Senior Management, who have affirmed compliance with the Code. The adoption of the Code stems from the fiduciary responsibility that the Directors and the Senior Management have towards the stakeholders of the Company. Your Board of Directors are committed to good governance practices based on principles of integrity, fairness, transparency and accountability for creating long-term sustainable shareholder value.

Further, a separate Report on Corporate Governance as prescribed under the SEBI Listing Regulations together with a certificate from M/s. M R and Associates, Practicing Company Secretary is set out in the 'Annexure - E' forming part of this Integrated Annual Report.

4. QUALIFIED INSTITUTIONAL PLACEMENT ('QIP')

During the year ended 31^st March, 2022, the Company had allotted and issued 18,50,937 Equity Shares of ' 10/- each at an issue price of ' 4,052/- per equity share, aggregating to ' 750 Cr (including securities premium of ' 748.15 Cr) on 10^th November, 2021. The aforesaid issuance of equity shares was made through a QIP in terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, section 42, section 62, and other relevant provisions of the Act.

Out of the total funds raised through QIP, the unutilized funds aggregating to ' 542.88/- Cr were temporarily invested in liquid investments i.e., mutual funds and bank deposits and that there was no deviation(s) or variation(s) in the use of proceeds of the QIP.

5. ANNUAL RETURN

Pursuant to section 92(3) and section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in form MGT-7 as on 31^st March, 2024 is available on the website of the Company and can be accessed at https://www.sareqama.com/static/investors.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Change in Directorship

• Mr. Arindam Sarkar ceased to be Non-Executive Independent Director of the Company w.e.f. 5^th October, 2023.

• Ms. Suhana Murshed ceased to be Non-Executive Independent Director of the Company w.e.f. 2^nd November, 2023.

• Ms. Kusum Dadoo was appointed as Non-Executive Independent Director of the Company w.e.f. 1^st November, 2023.

The Board, on the recommendation of the Nomination and Remuneration Committee ('NRC') and subject to the approval of the Members, has recommended:

• The re-appointment of Mr. Vikram Mehra (DIN: 03556680) as the Managing Director of the Company for a period of 5 (five) years with effect from 27^th October, 2024. His period of office shall be liable to determination by retirement of directors by rotation. Necessary resolution for the above re-appointment(s) have been included in the Notice for the forthcoming Annual General Meeting ('AGM') of the Company.

B) Retirement by rotation and subsequent re-appointment

I n accordance with the provisions of section 152 of the Act read with the Articles of Association of the Company, Dr. Sanjiv Goenka (DIN: 00074796), Non-Executive Director is liable to retire by rotation at the forthcoming Annual General Meeting ('AGM') and being eligible, offer himself for re-appointment. The Board on the recommendation of NRC has recommended the said re-appointment.

C) Key Managerial Personnel ('KMP')

During the year under review, there were no changes in Key Managerial Personnel.

As on 31^st March, 2024, the Company has the following KMP as per section 2(51) of the Act:

D) Remuneration / Commission drawn from Holding / Subsidiary Company:

None of the Directors of the Company have drawn any remuneration/commission from the Company's Holding Company/ Subsidiary Companies.

E) Declaration by Independent Directors

The Company has received the necessary declarations from each of the Independent Director under section 149(7) of the Act, that he/she meets the criteria of independence laid down in section 149(6) of the Act and Regulation 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year. The Board has taken on record these declarations after undertaking the due assessment of the veracity of the same.

F) Board Evaluation

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations, the Board has carried out an annual evaluation of its performance, and that of its Committees and individual Directors.

The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like the composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In the opinion of the Board, the Independent Directors of the Company possess relevant expertise and experience (including the proficiency).

G) Independent Directors Meeting

A separate meeting of the Independent Directors without the presence of the Chairman, the Managing Director or other Non-Independent Director(s) or any other Management Personnel was held on Friday, 9^th February, 2024.

The Independent Directors reviewed the performance of Non-Independent Directors, Committees of the Board and the Board as a whole along with the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

H) Familiarisation Programme for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation programme are provided in the Corporate Governance Report and is also available website of the Company at: https://r.saregama.com/resources/pdf/ investor/Familiarization_Proqramme_Policy_updated_Clean_Final_Version.pdf.

7. POLICIES

A) Vigil Mechanism/Whistle Blower Policy

The Company promotes ethical behavior in all its business activities and has established a robust vigil mechanism through its Whistle Blower Policy. The policy was approved and adopted by the Board of Directors in compliance with the provisions of section 177(9) of the Act and Regulation 22 of the Listing Regulations. It ensures adequate protection for individuals reporting unethical practices and irregularities. The vigil mechanism includes safeguards against any form of victimisation of Directors, Employees, or any other person utilising the mechanism, and provides direct access to the Chairman of the Audit Committee.

During the FY 2023-24, there was one reported instance under the vigil mechanism, and no personnel was denied access to the Audit Committee. Furthermore, in accordance with Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations 2015, the Company ensures that employees are well-informed about the Whistle Blower Policy to report any instances of leakage of unpublished price-sensitive information. The said policy has been uploaded on the Company's website and can be accessed at https://r.saregama.com/resources/pdf/investor/whistle_blower_policy.pdf

B) Remuneration Policy

The Board has, on the recommendation of the NRC, framed a policy for the selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Remuneration Policy, including details of the remuneration paid during the year, the salient features of the Nomination and Remuneration Policy, and

highlights of any changes made during the year, are outlined in the Corporate Governance Report, which is part of this Integrated Annual Report. The said Policy is available on the Company's website and can be accessed at: https://r.sareqama.com/resources/pdf/investor/Nomination_and_remuneration_policy.pdf

C) Corporate Social Responsibility ('CSR')

Corporate Social Responsibility Report, pursuant to clause (o) of sub section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 including salient features mentioned under outline of Company's CSR policy forms part of this Report as 'Annexure - A'.

The Board has in place Corporate Social Responsibility Committee in compliance with provisions of section 135 of the Act, details of which are provided in the Corporate Governance Report forming part of the Integrated Annual report. During the FY 2023-24, the Company has undertaken the CSR initiatives in the fields of promoting education. The Company, along with other companies of the Group, has set up the RP-Sanjiv Goenka Group CSR Trust to carry out CSR activities. The detail of the CSR Policy is also posted on the Company's website and may be accessed at: https://r.saregama.com/resources/ pdf/investor/csr_policy.pdf

D) Dividend Distribution Policy

The Company has adopted a Dividend Distribution policy in terms of Regulation 43A of SEBI Listing Regulations which is available on the Company's website can be accessed at: https://r.saregama.com/resources/pdf/investor/dividend_ distribution_policy_SIL.pdf

E) Risk Management Policy

The Company has constituted a Risk Management Committee consisting of Board Members and Senior Management Personnel which is authorised to monitor and review Risk Management plan and risk certificate. The Committee is also empowered, inter alia, to review and recommend to the Board the modifications to the Risk Management Policy.

The Company has prepared a Risk Management policy to identify, evaluate the internal and external risks and opportunities in particular financial, operational, sectoral, sustainability (particularly, ESG related risks), information and cyber security risks. The policy also includes the business continuity plan and the measures to be undertaken for risk mitigation including systems and processes for internal control of identified risks.

Risk Management Policy enables the Company to proactively manage uncertainties and changes in the internal and external environment to limit negative impacts and capitalise on opportunities. The Company has laid down a comprehensive Risk Assessment and Minimisation Procedure in accordance with the requirements of the Act and the SEBI Listing Regulations, which is reviewed by the Risk Management Committee, and approved by the Board from time to time.

The Company has adopted a Risk Management Policy in terms of SEBI Listing Regulations which is available on the Company's website can be accessed at: https://r.sareqama.com/resources/pdf/investor/Revised_Risk_Management_ Policv_Saregama.pdf

8. BOARD MEETINGS AND AUDIT COMMITTEE COMPOSITION

During the period under review, 4 (four) Board Meetings were held, details of which are given in the Corporate Governance Report forming part of this Integrated Annual Report as 'Annexure - E'. The intervening gap between the meetings was within the period prescribed under the Act and Regulation 17 of SEBI Listing Regulations.

Currently, the Board had 9 (nine) committees, namely, Audit Committee, Nomination and Remuneration Committee ('NRC'), Corporate Social Responsibility ('CSR') Committee, Stakeholders' Relationship Committee ('SRC'), Risk Management Committee ('RMC'), Finance Committee, Sub-Committee(Share transfer Committee), Committee of Independent Directors and Scheme Implementation Committee ('SIC').

Details of the composition of the Board and its Committees and changes therein, and details of the Meetings held, attendance of the Directors and Members at such Meetings and other relevant details are provided in the Corporate Governance Report as 'Annexure - E'.

Further there were no instances where the Board has not accepted the recommendations made by the Audit Committee during the year under review.

The Audit Committee comprises of following members:

Note - Further, details relating to the Audit Committee are provided in the Corporate Governance Report forming part of the Integrated Annual report.

9. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the Report as 'Annexure - B'.

Details of employee remuneration as required under provisions of section 197 of the Act and the Rule 5(2) and 5(3) of the aforesaid Rules are provided in the Annexure forming part of the Report. In terms of the proviso to section 136 (1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The said annexure is also available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at co.sec@saregama.com.

None of the employees listed in the said Annexure are related to any Director of the Company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of the loans given, investments made, guarantees given or securities provided during the year and the purpose for which the loans / guarantees / securities are proposed to be utilised by the recipient of such loan / guarantee / security is given in Note 11.5 and 35 to the Standalone Financial Statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered by the Company with the Related Parties during the financial year were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. All such contracts or arrangements, were entered into in the ordinary course of business and at arm's length basis and approved by the Audit Committee.

Further, there were no material contracts or arrangements or transactions entered by the Company with the Related Parties during the financial year. Therefore, the Form AOC-2 is not applicable on the Company.

12. RISK MANAGEMENT

Risk management is an integral part of the business practice of the Company. The framework of risk management concentrates on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures. Risk Management is the process of identification, assessment and prioritisation of risks followed by coordinated efforts to minimise, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realisation of opportunities.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Company's capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational

levels) and its ability to manage them effectively. Many risks exist in a Company's operating environment and they emerge on a regular basis. The Company's Risk Management process focuses on ensuring that these risks are identified on a timely basis and addressed.

The Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated by timely action. The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. In the opinion of the Board, there are no such risks, which may threaten the existence of the Company.

In compliance with the Regulation 21 of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee ('RMC') which consists of 5 (Five) members, with majority of members being Directors of the Company. The Company has a well laid out Risk Management Policy, covering the process of identifying, assessing, mitigating, reporting and reviewing critical risks impacting the achievement of Company's objectives. There is an ongoing process to track the evolution of risks and delivery of mitigating action plans, that fosters business resilience. The risk assessment and mitigation procedures are periodically updated to the Board through the Audit Committee/ Risk Management Committee.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal financial control systems in all areas of operation. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and timely preparation of reliable financial information. The services of internal and external auditors are utilised from time to time, in addition to the in-house expertise and resources. The Company continuously upgrades these systems in line with the best practices in the industry.

14. AUDITORS

A) Statutory Auditors

M/s B S R & Co. LLP, Chartered Accountants, (ICAI Registration No. 101248W/W-100022) were re-appointed as Statutory Auditors of the Company for a 2^nd term of five consecutive years from the conclusion of the 75^th AGM till the conclusion of the 80^th AGM of the Company to be held in the year 2027, by the members at the 75^th AGM of the Company held on 4^th August, 2022.

The Report given by M/s B S R & Co. LLP, Chartered Accountants on the Financial Statements of the Company for the FY 2023-24 is part of the Integrated Annual Report. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the year under review, the Auditor have not reported any matter under section 143 (12) of the Act.

B) Internal Auditors

The Board, in their meeting held on 19^th May, 2023 appointed M/s PricewaterhouseCoopers Services LLP ('PwC') as the Internal Auditor to conduct the internal audit of the Company for the FY 2023-24. However, due to the acquisition of Pocket Aces by the Company, a conflict of interest arose as PwC also served as Statutory Auditor of Pocket Aces. Relevant professional standards, restricted PwC from acting as the Internal Auditor of the Company.

Hence, pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors in their meeting held on 9^th February, 2024 appointed Mr. Ravishankar Chandran (Designation - Senior Vice President - Internal Audit and Risk Management - RPSG Group), Chartered Accountant, as the Chief Internal Auditor with immediate effect to undertake the internal audit of the Company for FY 2023-24.

C) Secretarial Auditor

Pursuant to the provisions of section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s M R and Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditor to undertake Secretarial Audit of the Company for the FY 2023-24.

The Secretarial Audit Report for the FY 2023-24 as required under the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, is set out in 'Annexure - C' to this Report.

D) Cost Auditor

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Shome & Banerjee, Cost Accountants (Firm Registration No 000001) as Cost Auditor to conduct the audit of Company's cost records for the financial year ended on 31^st March, 2024.

Further, Pursuant to section 148 and applicable provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost Auditor for audit of Cost Records maintained by the Company in respect of the financial year ending 31^st March, 2025. On the recommendation of Audit Committee, the Board of Directors of the Company in their meeting held on 23^rd May, 2024 have appointed M/s. Shome and Banerjee, Cost Accountants, as the Cost Auditor of the Company to audit the cost records for the financial year ending 31^st March, 2025. Remuneration payable to the Cost Auditor is subject to ratification by the Members of the Company. Accordingly, a resolution seeking members' ratification for the remuneration payable to M/s. Shome and Banerjee, Cost Accountants, is included in the Notice as item no. 4 convening the 77^th Annual General Meeting, along with relevant details, including the proposed remuneration.

15. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain Cost Records under Rule 3 of the said Rules. Accordingly, the Company has duly maintained the Cost Records in the format prescribed under Rule 5 of the said Rules.

16. DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliances with the provisions of section 134(3)(c) read with section 134(5) of the Act in the preparation of the Annual Accounts for the financial year ended on 31^st March, 2024 and to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the financial year ended on 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures;

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls laid down by the Directors have been followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems were adequate and operating effectively.

17. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is given below:

(' In Lakhs)

18. RATIO ANALYSIS

2 Interest Coverage ratio and Debt-Equity Ratio are not relevant for the current year as Company has zero debt as on 31^st March, 2024.

19. EMPLOYEES STOCK OPTION SCHEME 2013

The Company grants share-based benefits to eligible employees with a view to attract and retain the best talent, encourage employees to align individual performances with Company objectives, and to promote increased participation by the employees in the growth of the Company. With a view to providing an opportunity to the employees of the Company to be a part of the growth story of Company, the Company had introduced the 'Saregama Employee Stock Option Scheme 2013' ('Scheme'). The Scheme is applicable to all eligible employees and Directors of the Company and its subsidiary companies. The Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ('SBEB&SE Regulations').

The Members of the Company, at their 76^th AGM held on 31^st August, 2023, approved the following amendments to the Scheme:

(i) Introduction of definition of nominee;

(ii) Increase in 'Pool' size;

(iii) Expansion of administration powers of the NRC;

(iv) Removal of fixed vesting schedule;

(v) Provision of option to the Optionee to surrender Option of their own volition;

(vi) Increase in the number of options available for grant under the Scheme from 5% of the issued and subscribed share capital of the Company on the date of the introduction of the Scheme, 26^th July, 2013 to 5% of the issued and subscribed share capital of the Company on the date of this special resolution, that is as on 31^st August, 2023; and

(vii) changes to certain clauses in order to bring the provisions of the Scheme in line with the SBEB&SE Regulations, including the manner in which options are to be dealt with in the event of death or permanent disability of an employee.

During the period under review, the NRC granted 14,00,000 stock options to the eligible Employees under the Scheme. Applicable disclosures relating to Employees Stock Options as at 31^st March, 2024, pursuant to SBEB&SE Regulations, have been placed on the website of the Company at https://www.sareqama.com/static/investors.

The Certificate from the Secretarial Auditor of the Company certifying that the Scheme is being implemented in accordance with the SBEB&SE Regulations shall be placed at the forthcoming AGM.

20. SHARES IN ABEYANCE

Out of 53,38,628 equity shares of face value ' 10/- each issued for cash at a premium of ' 35/- (issue price- ' 45/-) pursuant to the Rights Issue in 2005, allotment of 5,290 equity shares of face value ' 10/- each (equivalent to 52,900 equity shares of face value ' 1/- each as on 31^st March, 2024 after considering the effect of sub-division) (relating to cases under litigation/ pending clearance from the concerned authorities) are kept in abeyance as on 31^st March, 2024.

21. LOAN FROM DIRECTOR OR DIRECTOR'S RELATIVES

During the year under review, there is no loan taken from the Directors or their relatives by the Company.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Regulation 34 of SEBI Listing Regulations requires top 1000 listed entities based on market capitalization (calculated as on 31^st March of every financial year), a BRSR describing the initiatives taken by them from an environmental, social and governance perspective, in the format as specified by the Board from time to time.

The BRSR seeks disclosure on the performance of the Company against nine principles of the 'National Guidelines on Responsible Business Conduct' ('NGRBCs'). Since Saregama India Limited falls in Top 1000 listed entities as on 31^st March, 2024, BRSR for the financial year ended on 31^st March, 2024 as stipulated under Regulation 34(3) of SEBI Listing Regulations is separately given and forms part of the Integrated Annual report as 'Annexure - D'.

23. CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT

During the year under review, the Company has changed its Registrar and Share Transfer Agent from M/s. MCS Share Transfer Agent Limited (SEBI Registration No. INR000004108) to M/s. Link Intime India Private Limited (SEBI Registration No. INR000004058) by entering into a Tripartite Agreement dated 16^th June, 2023.

24. MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis for the year under review is presented in a separate section forming part of this Integrated Annual Report.

25. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no significant material orders passed by Regulators, Courts, or Tribunals that would impact the going concern status of the Company and its future operations.

Furthermore, there have been no material changes or commitments that could affect the financial position of the Company between the end of the financial year to which the Financial Statements relate and the date of this report.

26. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively issued by the Institute of Company Secretaries of India.

27. PREVENTION OF SEXUAL HARASSMENT

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The said Committee has been set up to redress complaints received regarding sexual harassment at the workplace.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Furthermore, there was no pending complaint/ case at the beginning as well as at the end of financial year.

28. GENERAL

Your Directors state that:

a) the Company has not accepted any deposits from the public falling within the ambit of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

b) during the year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

c) there are no instances of fraud reported by the Auditors during the financial year ended on 31^st March, 2024.

d) during the year under review, there were no transaction requiring disclosure and reporting related to pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016.

e) during the year under review, there was no instance of one-time settlement with any bank or financial institution.

f) since the Company is not a manufacturing company, the disclosure related to conservation of energy and technology absorption is not applicable.

g) the Company has not issued any shares with differential voting rights as per the Act.

h) the Company has not issued any sweat equity shares under the Act.

i) there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

29. ACKNOWLEDGEMENT

Your Company has been able to operate responsibly and efficiently because of the culture of professionalism, creativity, integrity, ethics, good governance and continuous improvement in all functions and areas as well as the efficient utilisation of the Company's resources for sustainable and profitable growth.

Your Directors would like to express their sincere appreciation to its stakeholder's, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and looks forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.