Dear Members,

Your Board of Directors (‘the Board') is pleased to present the 78th Annual Report of Saregama India Limited (‘Saregama' or ‘the Company') along with the Annual Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2025.

1. FINANCIAL HIGHLIGHTS

A) The performance of the Company for the Financial Year ended on 31st March, 2025 is summarised below:

(Rs. In Lakhs)

Your Board is pleased to report a profit of 20,424 Lakhs on a consolidated basis for the financial Year 2024-25.

The Financial Statements for the year ended 31st March, 2025 have been prepared in accordance with then 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) R eserves

As permitted under the provisions of the the Act the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit fortheFinancialYear2024-25intheStatementofProfit .Loss and

C) Operations/StateofCompany's

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 Repozrt.

D) Dividend

The Board, at its Meeting held on Monday, 10th February, 2025 declared an Interim Dividend of 4.50/- per equity share (i.e. 450 % on the face value of Re. 1/- per equity share), for the Financial Year ended on 31st March, 2025. The total payout towards equity dividend for FY 2024-25 aggregated to 8,676.42 Lakhs. The said Interim Dividend was paid to eligible shareholders on and from Monday, 3rd March, 2025.

The Dividend declaration is in line with the Company's Dividend Distribution Policy, formulated, in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'). The Policy is available on the Company's website and can be accessed at: https://r.saregama.com/resources/pdf/investor/dividend_distribution_policy_saregama_india_limited.PDF

There has been no change in the policy during the year. The Notice convening the 78th Annual General Meeting (‘AGM') of the Members of the Company includes an item for confirmation of the said Interim Dividend by the Members.

E) Subsidiaries, Associate and Joint Ventures

As of 31st March, 2025, the Company has six Subsidiaries, including four international Subsidiaries and one Material Subsidiary, along with one Joint Venture Company. The Company does not have any associate companies within the meaning of Section 2(6) of the Act.

The aforementioned Joint Venture Company was directed to be wound up by the Hon'ble High Court at Calcutta on 19th September, 2016. Accordingly, the said entity has not been considered for consolidation in the Group's financial statements. The performance and financial position of each of the subsidiaries, associates and joint venture companies for FY 2024-2025, in the prescribed format AOC-1, is attached as Annexure to the Consolidated Financial Statements of the Company and forms a part of this Integrated Annual Report.

In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the Financial Statements of each of its subsidiaries, are available on the website of the Company at the link: https://www.saregama.com/static/investors.

F) Acquisition

During the financial year 2023 24, the Company had executed an Investment Agreement and a Shareholders' Agreement on

28th September, 2023, with Pocket Aces Pictures Private Limited ("Pocket Aces"), Ms. Aditi Shrivastava, and other shareholders of Pocket Aces.

Pursuant to these agreements, the Company acquired an aggregate of 3,70,742 securities, representing approximately 51.82% of the issued and paid-up share capital of Pocket Aces (on a fully diluted basis), for a total consideration of approximately 165.61 crores (paid to various shareholders as the first tranche consideration). As a result, Pocket Aces became a Material Subsidiary of the Company during the financial year 2023 24.

During the year under review i.e. financial year 2024 25, the Company subscribed to 25,975 fully paid-up equity shares of Pocket

Aces (face value 10 each) at 5,775 each (including a Premium of 5,765 per share), offered through a rights issue, for a total consideration of 15,00,05,625 (Rupees Fifteen Crore Five Thousand Six Hundred Twenty-Five only). These shares rank pari-passu with the existing equity shares. Pursuant to this investment, the Company's shareholding increased to 53.74%.

Further, the Company acquired a controlling equity stake in Pocket Aces through a secondary acquisition in one or more tranches in the following classes of securities: (i) 65,302 Equity Shares (ii) 44,278 Series A Compulsorily Convertible Preference Shares (iii) 1,137 Series C1 Compulsorily Convertible Preference Shares (iv) 5,710 Series C2 Compulsorily Convertible Preference Shares (v) 13,937 Series C3 Compulsorily Convertible Preference Shares (vi) 79,457 Series BB Compulsorily Convertible Preference Shares and (vii) 60,606 Series BB1 Compulsorily Convertible Preference Shares.

These securities, aggregating to 2,70,427 units and representing approximately 36.63% of the fully diluted share capital of Pocket Aces, were acquired for a total consideration of approximately 127.47 crore, which was paid to existing security holders as the second tranche consideration. Post this acquisition, the Company's shareholding increased from 53.74% to 90.37%.

Pocket Aces is a leading digital entertainment company with an integrated presence across the digital media ecosystem. It manages influencers across categories, produces long-form content for various platforms, and publishes short-form, snackable content catering to a wide audience base.

G) 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 2024-25 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 ‘Investor Relations' section. Members desirous of obtaining the Accounts of the Company's subsidiaries may request the same by sending an email to co.sec@saregama.com.

2. SHARE CAPITAL

The Authorised Share Capital of the Company as on 31st March, 2025 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 31st March, 2025 was 19,28,09,490 divided into 19,28,09,490 shares of 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 the members of the Board and Senior Management, who have affirmed compliance with the Code. The adoption of the Code stems from the fiduciaryresponsibility 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 31st March, 2022, the Company 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 10th 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.

The aforesaid equity shares were issued through a Qualified Institutional Placement (QIP) in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and Sections 42, 62, and other applicable provisions of the Act.

Out of the total funds raised through QIP, the unutilised funds aggregating to 387.02/- Cr were temporarily invested in liquid investments such as mutual funds and bank deposits. There were 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 31st March, 2025 is available on the website of the Company and can be accessed at https://www.saregama.com/static/investors.

The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL/ SENIOR MANAGEMENT PERSONNEL

A) Board of Directors

As of 31st March, 2025, the Board of Directors comprised of 8 Directors, 4 of which are Independent Director(s) (including a woman Independent Director), 3 Non Executive, Non- Independent Director(s) and 1 Managing Director.

The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report. In terms of the requirement of the SEBI Listing

Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company's business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report.

B) R e-appointments

Mr. Vikram Mehra (DIN: 03556680) was re-appointed as the Managing Director of the Company for a second consecutive term of 5 (five) years with effect from 27 th October, 2024, pursuant to a special resolution passed by the Members at the Annual General Meeting held on 27th August, 2024.

In accordance with the provisions of section 152 and other applicable provisions, if any, of the Act read with the Articles of Association of the Company, Ms. Avarna Jain (DIN: 02106305), Non-Executive Director is liable to retire by rotation at the 78th AGM and being eligible, offer herself for re-appointment as a Non-Executive Director of the Company, liable to retire by rotation.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends her re-appointment. Brief details, as required under Regulation 36 of the SEBI Listing Regulations and Clause 1.2.5 of

Secretarial Standard 2, is provided in the Notice of the 78th AGM.

C) Resignation/ Cessation

During the year under review, none of the Directors have tendered their resignation from the Company.

Mr. Kumar Ajit resigned from the position of Executive Vice President Music Retail and consequently ceased to be a Senior Management Personnel of the Company with effect from the close of business hours on 5 th February, 2025.

D) Key Managerial Personnel

During the year under review, there were no changes in Key Managerial Personnel ("KMP") of the Company.

As on 31st March, 2025, the Company has the following (KMP) as per Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

E) 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.

F) Declaration by Independent Directors

The Company has, inter alia, received the following declarations from all the Independent Directors confirming a. they meet the criteria of independence laid down in section 149(6) of the Act, read with Schedule IV and Rules issued thereunder and Regulation 25(8) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Director of the Company; b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and c. they have registered themselves with the Independent Director's Database maintained by the Indian Institute of

Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange Board of India( "SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority. All members of the Board and the Senior Management Personnel have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel for the financial year 2024-25. The Company had sought the following certificates from independent and reputed Practicing Company Secretaries confirmingthat: a. none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority. b. independence of the Directors of the Company in terms of the provisions of the Act, read with Schedule IV and Rules issued thereunder and the Listing Regulations.

G) 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 a 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 proficiency).

H) 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 Monday, 10th February, 2025.

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.

I) 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_Programme_for_Independent_Directors_2025.pdf

7. POLICIES

A) Vigil Mechanism/Whistle Blower Policy

In compliance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Whistle Blower Policy establishing a vigil mechanism to enable Directors, employees, and other stakeholders to report concerns regarding unethical behavior, suspected fraud, or violations of the Company's Code of Conduct or ethics policy.

The Policy provides adequate safeguards against victimization of individuals using the mechanism and offers direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel were denied access to the Audit Committee and no complaints were reported under the mechanism during FY 2024 25.

Further, in line with Clause 6 of Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, the Company ensures that employees are made aware of the Whistle Blower Policy, including its applicability for reporting any 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.saregama.com/resources/pdf/investor/Nomination_and_remuneration_policy.pdf Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 15th May, 2025, reviewed and amended the Nomination and Remuneration Policy of the Company.

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 2024-25, 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 details 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

In terms of the provisions of Regulation 43A of SEBI Listing Regulations, the Company has adopted a Dividend Distribution policy to determine the distribution of dividends in accordance with the applicable provisions. The policy can be accessed on the website 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 Manager 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.saregama.com/resources/pdf/investor/Revised_Risk_Management_ Policy_Saregama.pdf

F) Related Party Transaction Policy

In line with regulatory requirements, the Company has formulated a Policy on the Materiality of Related Party Transactions (‘RPT') and Dealing with Related Party Transactions to ensure the proper identification, approval, monitoring and reporting of transactions between the Company and its Related Parties and to regulate transactions between the Company, its subsidiaries and its Related Parties with a view to ensure that such transactions are executed on an arm's length basis and in a transparent and fair manner.

This policy is created in assisting the Audit Committee, the Board and the Management in reviewing, approving and ratifying RPTs and act as guidance to help recognise and deal with actual or apparent conflicts of interests that may raise questions whether such transactions are conducted transparently, fairly and consistently consistent in the best interests of the Company and its stakeholders and facilitate informed decision making.

The Board, at its meeting held on 15th May, 2025, reviewed and approved the updated RPT Policy, reinforcing its commitment to strong corporate governance and compliance which is available on the Company's website can be accessed at: https://r.saregama.com/resources/pdf/investor/Policy_Statement_on_Materiality_and_Dealings_with_Related_ Parties_01.pdf

G) Insider Trading Prohibition Code

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the, at its meeting held on 15th May, 2025, approved the revised Insider Trading Prohibition Code. The revised Code has been formulated to strengthen the governance framework relating to insider trading and includes amendments to the Code of Conduct for regulating, monitoring, and reporting trades by designated persons and immediate relatives, the Policy and Procedures for investigating actual or suspected leaks of Unpublished Price Sensitive Information (‘UPSI'), and the

Code of Practices and Procedures for fair disclosure of UPSI. These revisions are aimed at ensuring greater transparency, accountability, and compliance with regulatory requirements.

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 has 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.

Details of the composition of the Board and its Committees and changes therein, and details of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report forming part of this Integrated Annual 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

The particulars of loans, guarantees, securities, and investments made by the Company during the year, as per section 186 of the Act, and the purpose for which such loans, guarantees, or securities are proposed to be utilised by the recipients, are provided in

Note 11.5 and Note 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

Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI Listing Regulations, the Company has constituted a Risk Management Committee (‘RMC'), consisting of Board members and senior executives of the Company. The Company has instituted a comprehensive Risk Management Framework to identify and evaluate business risks and challenges at both the corporate level and across individual business divisions. This framework supports a structured approach to risk prioritisation, with oversight from the RMC. As part of this process, key risks with potentially high impact are identified and assessed for their likelihood of occurrence. Mitigation plans are formulated accordingly and reviewed regularly by the Management prior to their presentation to the RMC. The RMC, in turn, has established a formal review mechanism to update the Board on the status and effectiveness of risk mitigation initiatives across various business functions.

Risk management is embedded into the Company's overall business practices. The framework is designed to formalise a consistent and structured system to address material risks, building upon existing organisational practices, knowledge, and governance structures. It involves the identification, assessment, and prioritisation of risks, followed by coordinated efforts to minimise, monitor, and manage the probability and impact of adverse events — while also aiming to optimise the realisation of business opportunities.

13. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal financial control systems in all areas of operation. The Board have 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.

A) Statutory Auditor

M/s B S R & Co. LLP, Chartered Accountants (ICAI Registration No. 101248W/W 100022), were re-appointed as the Statutory

Auditors of the Company for a second consecutive five year term from the conclusion of the 75 th AGM until the conclusion of the 80th AGM in 2027—by the members at the 75th AGM held on 4th August, 2022. The Statutory Auditors have confirmed their eligibility and submitted a certificate affirming that they are not disqualified for holding the office of the Statutory

Auditor. for the year ending 31 Theirreportonthe st March, 2025 forms part of the Integrated Annual Report.

The Notes to the financial statements referenced in the Auditors' Report are self explanatory and require no further comment. The Auditors' Report is unqualified and contains no qualifications, reservations, adverse remarks, or disclaimers.

Additionally, during the year under review, the Auditors did not report any matter under Section 143(12) of the Act.

B) Internal Auditor

The Board, in its meeting held on 2nd August, 2024, appointed Mr. Kamal Agarwal—RPSG Group Internal Audit Head—as the

Chief Internal Auditor, with immediate effect, to undertake the internal audit of the Company for FY 2024 25.

Mr. Agarwal conducted the internal audit during the year, and the scope, frequency, and methodology were reviewed and approved by the Audit Committee. Any significant observations were acted upon by management. No material issues were identified during the period under review.

C) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of SEBI Listing Regulations, the Board of Directors appointed M/s. M R & Associates, Company Secretaries, to undertake the Secretarial Audit of your Company for the year ended 31st March, 2025. The Secretarial Audit Report (Form MR - 3) of the Company for the year ended 31st March, 2025 is enclosed as ‘Annexure C' to this report. The report made by the Secretarial Auditors are self-explanatory.

As per Regulation 24A of the SEBI Listing Regulations, the material subsidiary of the Company is required to undertake secretarial audit. Pocket Aces Picture Private Limited is a material unlisted subsidiary of the Company pursuant to Regulation 16(1) of SEBI Listing Regulations. Accordingly, M/s. M R and Associates, Practicing Company Secretaries, conducted Secretarial audit and the report is set out in ‘Annexure – C1' to this Report. The Secretarial Audit Reports do not contain any observation or qualification.

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of SEBI Listing Regulations has been submitted to the Stock Exchanges within the statutory timelines and is available on the Company's website at www.saregama.com.

In accordance with the SEBI Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12th December, 2024, the Secretarial Auditors shall now be appointed by the Members of the Company, on the recommendation of the Board of Directors, for a period of five (5) consecutive years.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on 15th May, 2025, subject to the approval of the Members of the Company, approved appointment of M/s. Alwyn Jay & Co., Company Secretaries (FRN:

P2010MH021500) [Peer Review Certificate No. 5936/2024] as the Secretarial Auditors of the Company, a term of five consecutive years, commencing from FY 2025 26 to FY 2029 30 on such remuneration, as recommended by the Audit

Committee and as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors from time to time.

Accordingly, consent of the Members is sought for approval of the aforesaid appointment of Secretarial Auditors, through the resolution forming part of the Notice of the AGM.

D) Cost Auditor

The Board of Directors, on the recommendation of the Audit Committee, had 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 31st March, 2025.

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, 2026. On the recommendation of Audit Committee, the Board of Directors of the Company in their meeting held on 15th May, 2025 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 31st March, 2026. 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 78th 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 clause (ix) of Rule 8(5) of the Companies (Accounts) Rules, 2014, adequate cost accounts and records are made and maintained by your Company as specified by the Central Government. The Cost Audit Report for the year ended 31st March, 2025 shallbefiled with the Central Government within the prescribed time.

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 31st March, 2025 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 31st March, 2025, 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:

(Rs. In Lakhs)

18. RATIO ANALYSIS

Note:

1 Inventory turnover ratio is higher due to increase in investment in music content and higher number of digital films under production.

2 Interest Coverage ratio and Debt-Equity Ratio are not relevant for the current year as company has zero debt as on 31st March, 2025.

19. EMPLOYEES STOCK OPTION SCHEME 2013

The Company grants share-based benefits to eligible employees with the objective of attracting and retaining top talent, individual performance with Company goals, and encouraging greater employee participation in the Company's growth. In line with this philosophy, the Company introduced the ‘Saregama Employee Stock Option Scheme 2013' (‘Scheme'), applicable to eligible employees and Directors of the Company and its subsidiary companies. The Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Regulations').

During the period under review, the NRC, at its meeting held on Monday, 3rd February, 2025, approved the transfer of 3,00,000 equity shares of face value Re. 1/- each, held by the Saregama Welfare Trust (‘Trust'), to Mr. Vikram Mehra, an eligible employee of the Company, against the exercise of options granted to him under the Scheme. The applicable disclosures relating to Employee Stock Options as at 31st March, 2025, pursuant to the SBEB&SE Regulations, have been made available on the Company's website at https://www.saregama.com/static/investors.

Further, the NRC, at its meeting held on 13th August, 2022, had granted 1,00,000 performance-linked stock options to Mr. Kumar

Ajit, Executive Vice President Music & Retail, under the Scheme, at an exercise price of 399.35 per option. The options were scheduled to vest in three equal tranches of 40,000 each — after the completion of one, two, and three years respectively from the date of grant. Of these, 40,000 options had vested and were exercised. The remaining 60,000 unvested options lapsed in accordance with Clause 7.1 of the Scheme upon Mr. Ajit's resignation, effective 5 th February, 2025.

A certificate from the Secretarial Auditor confirming that the Scheme is being implemented in accordance with the SBEB&SE Regulations shall be placed before the Members at the ensuing Annual General Meeting.

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 Re. 1/- each as on 31st March, 2025 after considering the effect of sub-division) (relating to cases under litigation/ pending clearance from the concerned authorities) are kept in abeyance as on 31st March, 2025.

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 capitalisation (calculated as on 31st 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 500 listed entities as on 31st March, 2025, Business Responsibility and Sustainability Report for the Financial Year ended on 31st March, 2025 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. 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.

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

There have been no material changes and commitments, since the closure of the Financial Year ended 31st March, 2025 up to the date of this Report that would affect your Company's financial position.

There has been no change in the nature of your Company's business.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has proper systems have been devised to compliance with the applicable laws. Pursuant to the provisions of Section 118 of the Act, during FY 2024-25, the Company has adhered with the applicable provisions of the Secretarial Standards (SS-1 and SS-2) relating to the Meetings of the Board of Directors' and ‘General Meetings' issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government under section 118(10) of the Act.

26. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 & 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:

The Company is committed to providing a safe, respectful, and inclusive workplace for all.

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a comprehensive POSH policy in place and has constituted Internal Complaints Committees to address any grievances in a fair and timely manner.

27. WAIVER OF PENALTY BY NSE UNDER REGULATION 44 OF SEBI LISTING REGULATIONS

During the year under review, the Company received a notice dated 13th September, 2024 (Ref. No. NSE/LIST-SOP/COMB/ FINES/1080) from the National Stock Exchange of India Limited ("NSE") imposing a penalty of 10,000 plus applicable GST for non-compliance with Regulation 44(3) of the SEBI Listing Regulations. The non-compliance pertained to the non-filing of the

XBRL utility of voting results on the NEAPS portal in respect of the Annual General Meeting held on 27th August, 2024.

While the PDF version of the voting results was duly filed with both stock on BSE, the submission on NSE's NEAPS portal could not be completed due to an unforeseen technical error during the upload process.

Upon identification of the issue, the Company voluntarily paid the prescribed penalty and submitted a waiver application to NSE on 19th September, 2024, along with the requisite waiver fee. The application clarified that the lapse was inadvertent, technical in nature, and devoid of any mala fide intent. The Company also highlighted its consistent record of timely compliance with the

SEBI Listing Regulations.

Subsequently, NSE, vide its letter dated 6th November, 2024, informed that the matter had been considered favourably and the penalty was waived.

As part of its commitment to strengthening compliance, the Company is in the process of implementing an integrated internal control mechanism aimed at enhancing the monitoring of event-based, quarterly, and financial disclosures across all applicable platforms.

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 31st March, 2025. d) during the year under review, there were no transactions 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 stakeholders, financial institutions, bankers business associates, government authorities, customers and vendors for their continued support and co-operation. The Board looks forward to their continued support in the future. The Directors also place on record their deep sense of appreciation for the committed services rendered by the employees of the Company.