The Board of Directors of your Company ('the Board') is pleased
to present the 79^th (Seventy-Ninth) Annual Report of Saregama
India Limited ('Saregama' or 'the Company') together with
the Audited Standalone and Consolidated Financial Statements
for the Financial Year ended 31^st March, 2026.

The Company delivered its highest-ever Adjusted EBITDA,
growing 13% year-on-year, with the Adjusted EBITDA margin
expanding by ~1,100 bps, driven by the continued expansion
of its music intellectual property portfolio, increasing digital
monetisation, disciplined investments in content creation and
sustained growth across its diversified entertainment businesses.
The Company continued to strengthen its leadership position in
India's music and content ecosystem while maintaining a sharp
focus on innovation, operational excellence, prudent capital
allocation and robust corporate governance, thereby creating
sustainable long-term value for its stakeholders.

Industry Landscape and Strategic Outlook

The Indian media and entertainment industry continues to
witness robust structural growth, supported by increasing
digital consumption, widespread smartphone and internet
penetration, the rapid adoption of subscription-based and
advertising-supported streaming platforms, the proliferation
of connected devices, the expansion of the creator economy
and growing global demand for Indian content. These trends
continue to reshape content consumption patterns and create
new avenues for monetisation across multiple digital and
physical platforms.

long-duration asset class with recurring monetisation
opportunities spanning audio and video streaming, social
media, music publishing, licensing, films, television, gaming, live
entertainment, consumer products and emerging technology-
driven platforms, including artificial intelligence-enabled
applications. The increasing consumption of regional content
and the global appeal of Indian music further enhance the
long-term value of high-quality intellectual property portfolios.

Against this evolving industry landscape, Saregama continues
to strengthen its position as one of India's leading integrated
content and entertainment companies by expanding its
portfolio of premium intellectual property, investing in original
content creation, deepening artist and creator partnerships,
scaling its digital and creator-led businesses and selectively
pursuing strategic investments and international expansion.
The Company remains focused on building a diversified
entertainment ecosystem capable of delivering sustainable
growth and creating long-term value for all stakeholders.

1. FINANCIAL HIGHLIGHTS

Pursuant to the provisions of the Companies Act, 2013
('the Act'), the applicable Indian Accounting Standards
('Ind AS') and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ('SEBI Listing

Regulations'), the Standalone and Consolidated Financial
Statements of the Company for the Financial Year ended
31^st March, 2026 have been prepared in accordance with
the applicable statutory requirements.

B) FINANCIAL PERFORMANCE REVIEW

During FY 2025-26, the Company delivered a resilient
financial performance, supported by its diversified
business model and disciplined execution. While total
income moderated to ' 85,874 lakhs from ' 1,06,493 lakhs
in the previous year, Profit before Tax and exceptional
items increased to ' 30,044 lakhs from ' 27,181 lakhs.
Profit after Tax, excluding exceptional items, also grew
by 5.78% to ' 21,505 lakhs from ' 20,330 lakhs. The
performance reflects the Company's continued focus on
operational efficiency and sustainable growth. Further
details are provided in the Management Discussion and
Analysis.

C) TRANSFER TO RESERVES

Pursuant to the provisions of the Companies Act, 2013,
the Board of Directors has decided not to transfer any
amount to the General Reserve for the Financial Year
ended 31^st March, 2026. The balance amount available for
appropriation has been retained in the Retained Earnings.

D) OPERATIONS/ STATE OF COMPANY'S AFFAIRS/NATURE
OF BUSINESS

The operations, state of affairs and nature of business
of the Company are detailed in the Management
Discussion and Analysis forming part of the Integrated
Annual Report.

E) DIVIDEND

I n line with the Company's consistent capital allocation
and shareholder return philosophy, the Board of Directors,
at its Meeting held on 5^th November, 2025, declared an
Interim Dividend of '4.50 per equity share (450% on the
face value of Re.1 per equity share) for the Financial Year
ended 31^st March, 2026.

The Interim Dividend, aggregating ' 8,676.43 Lakhs, was
paid to the eligible Members on and from 26^th November,
2025, after deduction of tax at source, wherever applicable.

The Interim Dividend was declared in accordance with
the Company's Dividend Distribution Policy formulated
pursuant to Regulation 43A of the SEBI Listing Regulations.
The Policy is available on the Company's website at
https://sarega.ma/inv_ddp. There was no change in the
Policy during the year under review.

In accordance with the applicable provisions of the
Companies Act, 2013, the Interim Dividend is placed before
the Members for confirmation at the ensuing 79^th Annual
General Meeting.

F) SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES

As on 31^st March, 2026, the Company had 8 (eight)
subsidiaries (including step-down subsidiaries) and
one Associate Company. During the year under review,
changes in the subsidiary structure occurred pursuant
to the acquisition of Finnet Media Private Limited by
Pocket Aces Pictures Private Limited and the incorporation
of Saregama Performing Arts & Music Festivals
L.L.C S.O.C, UAE, details of which are provided under
"Strategic Investments, Acquisitions and Corporate
Developments" in this Report.

Pursuant to section 129(3) of the Companies Act, 2013, a
statement containing the salient features of the financial
statements of the subsidiaries and associate company in
Form AOC-1 is attached as Annexure to the Consolidated
Financial Statements of the Company and forms a part of
this Integrated Annual Report.

The Consolidated Financial Statements of the Company,
prepared in accordance with the applicable provisions
of the Companies Act, 2013, the Ind AS and the SEBI
Listing Regulations, together with the Audited Financial
Statements of the subsidiaries, are available on the
Company's website athttps://www.saregama.com/
static/investors.

G) STRATEGIC INVESTMENTS, ACQUISITIONS AND
CORPORATE DEVELOPMENTS

During the Financial Year 2025-26, the Company
continued to execute its long-term growth strategy
through selective strategic investments, acquisitions and
expansion into new business verticals. These initiatives
were aimed at strengthening the Company's intellectual
property portfolio, enhancing its content creation and
digital capabilities, expanding its presence in the creator
economy and live entertainment, and broadening its
international footprint. Collectively, these strategic
initiatives reinforce Saregama's integrated entertainment
ecosystem and position the Company to create
sustainable long-term value through diversified revenue
streams, stronger competitive advantages and enhanced
shareholder returns.

1. Pocket Aces Pictures Private Limited (Pocket Aces')

During the Financial Year under review, the Company
further strengthened its investment in Pocket
Aces, one of India's leading digital-first entertainment
companies.

Pursuant to the terms of the Investment Agreement
and Shareholders' Agreement executed in September
2023, the Company completed the second tranche
acquisition on 3^rd April, 2025, by acquiring 4111
securities, resulting in its fully diluted shareholding
increasing to 90.93%.

Pocket Aces continues to strengthen the Company's
digital entertainment ecosystem through its presence
in creator management, digital content production,
branded content and influencer marketing,
complementing the Company's long-term strategy
of expanding its content and intellectual property
portfolio.

2. Acquisition of Finnet Media Private Limited
('Finnet) by Pocket Aces

During the Financial Year under review, Pocket Aces
a subsidiary of the Company, acquired 100% of the

equity share capital of Finnet on 19^th November,
2025, pursuant to the Share Purchase Agreement
and Shareholders' Agreement executed with Finnet
and its existing shareholders. Consequently, Finnet
became a wholly owned subsidiary of Pocket Aces
and a step-down subsidiary of the Company.

Finnet is engaged in influencer marketing, creator
management and social media marketing. The
acquisition strengthens the Group's presence in the
rapidly expanding creator economy and enhances its
digital content and creator-led business capabilities.
In accordance with the transaction documents,
Pocket Aces will also acquire 2,88,235 Optionally
Convertible Preference Shares ('OCPS') of Finnet
after the expiry of two years, subject to the agreed
terms and conditions.

3. Incorporation of Saregama Performing Arts &
Music Festivals L.L.C S.O.C

During the Financial Year under review, the Company
incorporated its wholly owned subsidiary, Saregama
Performing Arts & Music Festivals L.L.C S.O.C, in

Dubai Mainland, United Arab Emirates ('UAE'), pursuant
to the approval of the Board of Directors at its meeting
held on 5^th September, 2025. The Commercial Licence
was issued on 20^th February, 2026.

The subsidiary has been established to expand
the Company's international presence in the live
entertainment and events business across the
Middle East and other global markets through
music festivals, concerts, artist management and
related entertainment activities. The incorporation is
aligned with the Company's long-term strategy of
strengthening its global entertainment ecosystem
and diversifying its revenue streams.

4. Strategic Investment in Bhansali Productions
Private Limited (BPPL)

During the Financial Year under review, the Company
entered into a strategic partnership with ('BPPL'),
promoted by acclaimed filmmaker Mr. Sanjay Leela
Bhansali, to strengthen its premium content portfolio
and expand its intellectual property ecosystem.

Pursuant to the definitive transaction agreements
executed on 16^th December, 2025, the Company
subscribed to 9,960 Compulsorily Convertible
Preference Shares ('CCPS') of BPPL for an aggregate

consideration of '325 crore on 30^th January, 2026.

The transaction also provides the Company with
specified rights to make further investments, subject
to the terms of the transaction agreements.

The investment is expected to strengthen the
Company's presence in premium long-form content,
enhance its content creation capabilities and support
its long-term strategy of building a diversified, high-
quality entertainment and intellectual property
portfolio.

Collectively, the strategic investments undertaken
during the year further strengthened the Company's
integrated entertainment ecosystem by expanding
its intellectual property portfolio, enhancing its
digital capabilities, increasing its participation in the
creator economy and strengthening its international
presence. These initiatives are expected to support
sustainable long-term growth and value creation for
all stakeholders.

H) CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of the Companies Act, 2013,
the applicable Ind AS and SEBI Listing Regulations, the
Consolidated Financial Statements of the Company,
incorporating the financial statements of its subsidiaries
and associate, form part of this Integrated Annual Report.

In accordance with section 136 of the Companies Act,
2013, the Audited Standalone and Consolidated Financial
Statements, together with the financial statements of the
subsidiaries, are available on the Company's website at
www.saregama.com. Members may obtain copies of the
financial statements of the subsidiaries by writing to the
Company Secretary at co.sec@saregama.com.

2. SHARE CAPITAL

The Authorised Share Capital of the Company as on 31^st
March, 2026 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, 2026 was ' 19,28,09,490
divided into 19,28,09,490 shares of Re.1/- each.

The Company has not issued any equity shares with
differential voting rights, sweat equity shares or employee
stock options during the Financial Year 2025-26.

The equity shares of the Company continue to be listed
on BSE Limited ('BSE') and on National Stock Exchange of
India Limited ('NSE'). The Company has paid the requisite
listing fees to the Stock Exchanges for the Financial Year
2026-27.

3. CODE OF CONDUCT

The Company has in place a Code of Conduct and Ethics
applicable to all Directors and Senior Management
Personnel. The Code is available on the Company's
website under the Investors section http://sarega.ma/
inv_code_of_conduct

All Directors and Senior Management Personnel have
affirmed compliance with the Code for the Financial Year
ended 31^st March, 2026. A declaration to this effect, signed by
the Managing Director in terms of the SEBI Listing Regulations,
forms part of the Report on Corporate Governance.

4. CORPORATE GOVERNANCE

The Company has complied with the applicable provisions
of the Companies Act, 2013 and SEBI Listing Regulations
relating to Corporate Governance.

Pursuant to Regulation 34 read with Schedule V of
the SEBI Listing Regulations, the Report on Corporate
Governance, together with the certificate from M/s.
Alwyn Jay & Co., Practicing Company Secretaries,
confirming compliance with the conditions of Corporate
Governance, forms part of this Integrated Annual Report
as Annexure E'.

The Board continues to promote transparent engagement
with shareholders, artists, employees, regulators,
customers and other stakeholders through timely
disclosures, ethical conduct and responsible governance
practices.

5. UTILISATION OF PROCEEDS FROM QUALIFIED
INSTITUTIONAL PLACEMENT

The Company had successfully completed a Qualified
Institutional Placement ('QIP') in November 2021, raising
' 750 crore in accordance with the applicable provisions
of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and the Companies Act, 2013.

The proceeds of the QIP have been and continue to be
utilised towards the objects stated in the Placement
Document. As at 31^st March, 2026, the unutilised balance

of ' 101.39 crore (Rupees One Hundred One Crore
Thirty-Nine Lakhs Only) was invested in highly liquid
instruments, including bank deposits and mutual funds,
in accordance with the Company's approved investment
policy, pending deployment.

There was no deviation or variation in the utilisation of
the QIP proceeds from the objects stated in the Placement
Document. The disclosure relating to the utilisation of
proceeds, as required under Regulation 32 of the SEBI
Listing Regulations forms part of this Integrated Annual
Report.

6. ANNUAL RETURN

Pursuant to the provisions of section 92(3) and section
134(3)(a) of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company in Form MGT-7
for the Financial Year ended 31^st March, 2026 is available
on the Company's website and can be accessed at:

https://r.sareqama.com/resources/pdf/investor/Annual_

Return_in_Form_MGT-7_for_FY_2025-26.pdf

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL/
SENIOR MANAGEMENT PERSONNELA) Board of Directors

As of 31^st March 2026, the Board consisted of
8 (eight) Directors, comprising 4 (four) Independent
Directors (including a woman Independent Director),
3 (three) Non-Executive, Non-Independent
Directors, and 1 (one) 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 requirements 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) Retirement by rotation and subsequent re¬
appointment

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,
Mr. Vikram Mehra, Managing Director is liable
to retire by rotation at the 79^th Annual General
Meeting ('AGM') and, being eligible, offers himself
for re-appointment as an 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 his re-appointment, Brief details, as
required under Regulation 36 of the SEBI Listing
Regulations and Clause 1.2.5 of the Secretarial
Standard- 2, are provided in the Notice of the
79^th AGM.

C) Resignation/ Cessation
During the year under review:

• Mr. Pratip Chaudhuri and Mr. Vinod Kumar
were appointed as Additional Directors (Non¬
Executive, Independent Directors) with effect
from 31^st July, 2025 and were subsequently
approved by the Members at the 78^th Annual
General Meeting for a term of five consecutive
years up to 30^th July, 2030.

• Mr. Umang Kanoria and Mr. Santanu
Bhattacharya ceased to be Independent
Directors upon completion of their respective
second consecutive terms with effect from
27^th September, 2025 and 21^st December, 2025
respectively. The Board places on record its
sincere appreciation for their valuable guidance
and contribution during their tenure.

The Company has received the requisite declarations
from all Independent Directors confirming
compliance with the criteria of independence
prescribed under the Companies Act, 2013 and the
SEBI Listing Regulations. In the opinion of the Board,
all Independent Directors possess the requisite
integrity, expertise and experience and fulfil the
prescribed conditions of independence.

D) Key Managerial Personnel

During the year:

• Mr. Nayan Kumar Misra (FCS 26243) was
appointed as Company Secretary & Compliance
Officer with effect from 5^th September, 2025.

• Ms. Priyanka Motwani resigned as Company
Secretary & Compliance Officer with effect
from 14^th August, 2025.

• Mr. Pankaj Chaturvedi resigned as Chief
Financial Officer and Key Managerial Personnel
with effect from the close of business hours on
31^st March, 2026. The Board places on record
its appreciation for his valuable contribution
during his tenure. The process of appointing a
successor is underway in accordance with the
applicable provisions of the Companies Act,
2013 and the SEBI Listing Regulations.

As on 31^st March, 2026, the Company had the
following Key Managerial Personnel as per section
2(51) and 203 of the Companies Act, 2013, read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014

*During the year under review, Mr. Pankaj Chaturvedi resigned
from the position of Chief Financial Officer and Key Managerial
Personnel of the company w.e.f 31^st March, 2026.

E) Senior Management

The composition of the Senior Management was in
compliance with the applicable provisions of the SEBI
Listing Regulations. Changes in Senior Management,
wherever applicable, were duly disclosed to the
Stock Exchanges.

F) Remuneration / Commission drawn from Holding
/ Subsidiary Company

None of the Directors received any remuneration
or commission from the Holding Company or any
Subsidiary Company during the Financial Year 2025-26.

G) Board Evaluation

The Nomination and Remuneration Committee
('NRC') and the Board have laid down the manner in
which formal annual evaluation of the performance
of the Board, Committees, Individual Directors and
the Chairman & Managing Director has to be made.
The evaluation process includes circulation of a

comprehensive questionnaire, through an external
firm, to all Directors for evaluation of the Board
and its Committees, Board composition and its
structure, Board effectiveness, Board functioning,
information availability, adequate discussions, etc.
This questionnaire also includes specific criteria and
the grounds on which all directors in their individual
capacity would be evaluated. The Chairperson of NRC
analyses the responses to the questionnaire and also
considers the feedback obtained through in person
discussion, to arrive at an unbiased assessment and
the identified actionable areas and are discussed
and acted upon. All Directors responded through a
structured questionnaire giving feedback about the
performance of the Board, its Committees, Individual
Directors and the Chairman & Managing Director.

The Board performance evaluation inputs, including
areas of improvement for the Directors, Board
processes and related issues for enhanced Board
effectiveness were discussed in the meeting of the
NRC held on 6^th January, 2026 and the Board of
Directors held on 3^rd February, 2026.

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 Tuesday,
3^rd February, 2026.

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) Familiarization Programme for Independent Directors

All Independent Directors are familiarized 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 familiarization
program are provided in the Corporate Governance
Report and is also available on the website of the
Company athttps://sarega.ma/inv_fpd

8. 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 2025-26.

Further, in line with Clause 6 of Regulation 9A of the
SEBI (Prohibition of Insider Trading) Regulations,
2015, 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 athttps://sarega.ma/
inv_wbp

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 forms part of this Integrated Annual Report.

The said Policy is available on the Company's website
and can be accessed at:https://sarega.ma/inv_nrp

Based on the recommendation of the NRC, the Board
in its meeting held on 15^th 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 2025-26,
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://sarega.ma/inv_csr.

D) Dividend Distribution Policy

I n 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 athttps://sarega.ma/inv_ddp

E) Risk Management Policy

The Company has constituted a Risk Management
Committee consisting of Board Members and
Senior Managerial 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 Board, at its meeting held on Thursday, 14^th
May, 2026, reviewed and approved the updated
Risk Management Policy which is available on the
Company's website:https://sarega.ma/revised_
risk_management_policy

F) Insider Trading Prohibition Code

In compliance with the Securities and Exchange
Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Board at its meeting held
on Thursday, 14^th May, 2026, approved the revised
Insider Trading Prohibition Code, which is available
on the Company's website athttps://sarega.ma/
inv_itp. 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.

9. BOARD MEETINGS AND COMMITTEES

During the Financial Year 2025-26, the Board of Directors
met 7 (seven) times. All the meetings were convened
and conducted in accordance with the provisions of the
Companies Act, 2013, SEBI Listing Regulations and the
Secretarial Standard on Meetings of the Board of Directors
('SS-1') issued by the Institute of Company Secretaries
of India. The gap between any two consecutive Board
Meetings was within the period prescribed under the
applicable laws.

To facilitate focused oversight and efficient discharge
of its responsibilities, the Board has constituted various
Committees in accordance with the provisions of the
Companies Act, 2013 and the SEBI Listing Regulations.
As on 31^st March, 2026, the Board had the following
Committees:

• Audit Committee ('AC');

• Nomination and Remuneration Committee ('NRC');

• Stakeholders' Relationship Committee ('SRC');

• Corporate Social Responsibility Committee ('CSR');

• Risk Management Committee ('RMC');

• Finance Committee('FC'); and

• Share Transfer Committee.

The terms of reference, composition of the Committees,
number of meetings held, attendance of the Members
and other statutory disclosures are set out in the Report
on Corporate Governance, forming part of this Integrated
Annual Report as 'Annexure E'.

During the year under review, all recommendations made
by the Committees of the Board, including the Audit
Committee, were accepted by the Board.

10. PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other
particulars as required under section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
2014 ('Rules') forms part of this Report as 'Annexure B'.

The statement containing the particulars of employees
required under Rule 5(2) and Rule 5(3) of the said Rules
forms part of this Annual Report. However, pursuant to
section 136 of the Companies Act, 2013, the Annual Report
circulated to the Members does not include the aforesaid
statement.

The statement is available for inspection by the Members
at the Registered Office of the Company during business
hours on all working days. Any Member desirous of
obtaining a copy of the statement may write to the
Company Secretary atco.sec@saregama.com.

None of the employees covered under the aforesaid
statement is related to any Director of the Company.

11. PARTICULARS OF LOANS, GUARANTEES, SECURITIES
AND INVESTMENTS

Particulars of loans, guarantees, securities provided and
investments made by the Company during the Financial
Year 2025-26, covered under the provisions of section 186
of the Companies Act, 2013, together with the purpose for
which the loans, guarantees or securities are proposed to
be utilised by the recipients, are disclosed in Note 11.5 and
Note 35 to the Standalone Financial Statements forming
part of this Integrated Annual Report.

12. RELATED PARTY TRANSACTIONS

The Company has adopted a Policy on Materiality of
Related Party Transactions and on Dealing with Related
Party Transactions in accordance with the applicable
provisions of the Companies Act, 2013 and SEBI Listing
Regulations. The Policy is available on the Company's
website athttps://sarega.ma/inv_rpt.

All Related Party Transactions entered into during the
Financial Year 2025-26 were in the ordinary course
of business and on an arm's length basis. The Audit
Committee reviewed and approved such transactions,
including omnibus approvals for recurring transactions,
in accordance with the applicable provisions of the
Companies Act, 2013 and the SEBI Listing Regulations.

There were no material Related Party Transactions
requiring approval of the Members under the Companies
Act, 2013 or the SEBI Listing Regulations, nor were there
any Related Party Transactions that could have a material
conflict with the interests of the Company. Accordingly,
the disclosure in Form AOC-2 pursuant to section 134(3)
(h) read with section 188 of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014 is not
applicable.

Details of the Related Party Transactions entered into
during the year are disclosed in the relevant Notes to the
Standalone and Consolidated Financial Statements.

13. RISK MANAGEMENT

The Company has established a robust Enterprise Risk
Management ('ERM') Framework to identify, assess,
monitor and mitigate strategic, operational, financial,
legal, regulatory, cyber security and emerging risks across
the organisation.

The Risk Management Committee ('RMC'), constituted
in accordance with Regulation 21 of the SEBI Listing
Regulations, assists the Board in overseeing the
effectiveness of the Company's risk management
framework. The Committee periodically reviews the key
enterprise risks, mitigation strategies and the evolving risk
landscape to ensure that appropriate risk management
measures remain in place.

The Company's risk management framework is integrated
with its strategic planning and business processes and
is reviewed periodically to enhance its effectiveness in
addressing existing and emerging risks.

Further details on the Company's risk management
framework are provided in the Management Discussion
and Analysis Report forming part of this Integrated Annual
Report.

14. CYBER SECURITY AND INFORMATION SECURITY

The Company continues to strengthen its cyber security
and information security framework through appropriate
governance mechanisms, technology solutions and
continuous monitoring to safeguard its information assets,
digital infrastructure and business operations.

The Company undertakes periodic cyber security
assessments, vulnerability assessments, penetration
testing and employee awareness programmes to enhance
its cyber resilience and preparedness against evolving
cyber threats.

During the Financial Year 2025-26, no material cyber
security incident requiring disclosure under the applicable
laws or having a material adverse impact on the
Company's business operations was reported.

15. DIGITAL TRANSFORMATION

Technology continues to be a key enabler of the Company's
long-term growth strategy. The Company continues
to invest in digital platforms, data analytics, artificial
intelligence-enabled content discovery and customer
engagement solutions to enhance operational efficiency,
strengthen content monetisation and deliver an enhanced
consumer experience across its entertainment ecosystem.

16. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial
Controls ('IFC'), commensurate with the nature, size and
complexity of its business.

The Company's Internal Financial Controls are designed
to provide reasonable assurance regarding the orderly
and efficient conduct of business, safeguarding of assets,
prevention and detection of frauds and errors, accuracy
and completeness of accounting records and the timely
preparation of reliable financial information.

The effectiveness of the IFC is reviewed periodically
through management reviews, internal audits and other
assurance mechanisms.

Based on the evaluation carried out during the Financial
Year 2025-26, the Board is of the opinion that the
Company's IFCs were adequate and operating effectively
as at 31^st March, 2026.

17. DEPOSITORY SYSTEM

As on 31^st March, 2026, 99.87% of the Company's paid-up
equity share capital comprising 19,25,56,850 equity shares
were held in dematerialised form.

In accordance with the applicable SEBI Regulations
and circulars, requests relating to transfer of securities
are processed only in dematerialised form except in
such cases as may be permitted under the applicable
regulatory framework.

Members holding shares in physical form are encouraged
to dematerialise their holdings to avail the benefits of
electronic holding and facilitate seamless transactions.

The detailed procedure for dematerialisation and other
investor services is available on the Company's website.

18. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the provisions of sections 124 and 125 of the
Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, the Company transferred 13,640
equity shares, in respect of which dividends had remained
unclaimed for seven consecutive years, to the Investor
Education and Protection Fund ('IEPF') Authority during
the Financial Year 2025-26. The said shares correspond
to the dividend which had remained unclaimed for a

period of seven consecutive years from FY 2017-18. The
corresponding unpaid or unclaimed dividends were also
transferred to the IEPF in accordance with the applicable
statutory provisions.

Before effecting such transfers, the Company complied
with the prescribed requirements, including issuance
of individual notices to the concerned shareholders and
publication of newspaper advertisements. Members may
claim the transferred shares and dividends from the IEPF
Authority by following the prescribed procedure.

The Company Secretary & Compliance Officer of the
Company is the Nodal Officer. Details of the Nodal Officer
are displayed on the website athttps://www.saregama.
com/static/investors.

19. AUDITORSA. STATUTORY AUDITORS

M/s. B S R & Co. LLP, Chartered Accountants (Firm
Registration No. 101248W/W-100022), continue as
the Statutory Auditors of the Company and hold
office until the conclusion of the 80^th Annual General
Meeting to be held in the year 2027, in accordance
with the provisions of the Companies Act, 2013.

The Statutory Auditors have confirmed that they
continue to satisfy the eligibility criteria prescribed
under the Companies Act, 2013 and the Chartered
Accountants Act, 1949 and are not disqualified from
continuing as the Statutory Auditors of the Company.

The Statutory Auditors' Reports on the Standalone
and Consolidated Financial Statements for the
Financial Year ended 31^st March, 2026 forms part of
this Integrated Annual Report. The Audit Reports do
not contain any qualification, reservation, adverse
remark or disclaimer. The Notes to the Financial
Statements referred to in the Audit Reports are self¬
explanatory and, therefore, do not call for any further
comments under section 134(3)(f) of the Companies
Act, 2013.

B. SECRETARIAL AUDITOR

Pursuant to section 204 of the Companies Act,
2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI Listing Regulations,
the Members, at the 78^th Annual General Meeting
held on 10^th September, 2025, appointed M/s. Alwyn

Jay & Co., Company Secretaries (Firm Registration
No. P2010MH021500;Peer Review Certificate No.
5936/2024), as the Secretarial Auditors of the
Company for a term of five consecutive financial
years commencing from Financial Year 2025-26.

The Secretarial Auditors have confirmed their
eligibility for appointment and that they hold a valid
Peer Review Certificate issued by the Institute of
Company Secretaries of India.

The Secretarial Audit Report (Form MR-3)
for the Financial Year ended 31^st March, 2026
forms part of this Integrated Annual Report as
'Annexure C'. The Report does not contain any
qualification, reservation, adverse remark or
disclaimer.

The Annual Secretarial Compliance Report for
the Financial Year ended 31^st March, 2026, issued
pursuant to Regulation 24A of the SEBI Listing
Regulations, has been submitted to the Stock
Exchanges within the prescribed timelines.

C. COST RECORDS AND COST AUDITOR

Pursuant to section 148(1) of the Companies Act, 2013
read with the applicable Rules made thereunder, the
Company has made and maintained the prescribed
cost records in respect of its applicable products and
activities. The Cost Audit Report for the Financial
Year ended 31^st March, 2026 will be filed with the
Central Government within the prescribed statutory
timeline.

Based on the recommendation of the Audit
Committee, the Board of Directors, at its Meeting
held on 14^th May, 2026, approved the re-appointment
of M/s. Shome and Banerjee, Cost Accountants (Firm
Registration No. 000001), as the Cost Auditors of the
Company to conduct the audit of the cost records
for the Financial Year ending 31^st March, 2027, at
a remuneration of ' 1,20,000 (Rupees One Lakh
Twenty Thousand only), plus applicable taxes and
reimbursement of travelling and out-of-pocket
expenses actually incurred in connection with the
cost audit.

The Cost Auditor have confirmed that they satisfy
the eligibility and independence criteria prescribed
under the Companies Act, 2013 and the applicable

Rules and are not disqualified from being appointed
as the Cost Auditors of the Company.

I n accordance with section 148(3) of the Companies
Act, 2013 read with the applicable Rules, the
remuneration payable to the Cost Auditors is
subject to ratification by the Members. Accordingly,
an appropriate Resolution forms part of the Notice
convening the ensuing Annual General Meeting for
Members' approval.

D. INTERNAL AUDITOR

Pursuant to section 138 of the Companies Act, 2013
read with the Rules made thereunder, the Board of
Directors, based on the recommendation of the Audit
Committee, appointed Mr. Kamal Agarwal, Group
Head - Internal Audit, RPSG Group, as the Chief
Internal Auditor of the Company for the Financial
Year 2025-26.

The Internal Audit function operates independently
and follows a risk-based internal audit plan approved
by the Audit Committee. The Audit Committee
periodically reviews the scope and coverage of
internal audits, significant audit observations,
implementation of corrective actions and the
adequacy and effectiveness of the Company's
internal control systems.

REPORTING OF FRAUD BY AUDITORS

During the Financial Year under review, the Statutory
Auditors, Secretarial Auditors and Cost Auditors
have not reported any instance of fraud committed
by the officers or employees of the Company under
section 143(12) of the Companies Act, 2013 requiring
reporting to the Central Government or the Audit
Committee. Accordingly, no disclosure in this regard
is required under section 134(3)(ca) of the Act.

!0. 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, 2026 and to the best of their knowledge and
ability, confirm that:

a) i n the preparation of the annual accounts for the
Financial Year ended on 31^st March, 2026, 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.

21. 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:

22. RATIO ANALYSIS

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

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

23. EMPLOYEES STOCK OPTION SCHEME 2013

The Company believes that attracting, retaining and
motivating talented employees is fundamental to
creating sustainable long-term shareholder value.
With this objective, the Company has implemented the
Saregama Employee Stock Option Scheme, 2013 ('ESOP
Scheme'), which enables eligible employees to participate
in the long-term growth and value creation of the
Company while aligning their interests with those of the
shareholders.

The ESOP Scheme is administered by the Nomination
and Remuneration Committee and is in compliance
with the provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
as amended.

During the Financial Year 2025-26, the Nomination and
Remuneration Committee approved the grant, vesting and
exercise of stock options in accordance with the terms of
the ESOP Scheme and the applicable statutory provisions.

The disclosures required under Regulation 14 of the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, together with the applicable SEBI
Circulars, are available on the Company's website.

A certificate from the Secretarial Auditor confirming that
the ESOP Scheme has been implemented in accordance
with the applicable provisions of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
and the resolutions passed by the Members will be placed
before the Members at the ensuing Annual General
Meeting.

Details of stock options granted, vested, exercised, lapsed
and outstanding during the year are provided in the notes
to the Financial Statements and the disclosures hosted on
the Company's website.

24. SHARES KEPT IN ABEYANCE

Pursuant to the Rights Issue undertaken by the Company
in 2005, the allotment of 5,290 equity shares of face value
' 10 each (equivalent to 52,900 equity shares of face value
Re.1 each pursuant to the subdivision of equity shares)
continues to remain in abeyance as on 31^st March, 2026,
pending disposal of certain litigation and receipt of the
requisite statutory and regulatory approvals.

The Company continues to monitor the status of the
pending matters and will take appropriate action in
accordance with the applicable legal and regulatory
requirements upon resolution of the outstanding issues.

25. 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 December 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, 2026, Business Responsibility and
Sustainability Report for the Financial Year ended on 31^st
March, 2026 as stipulated under Regulation 34(3) of SEBI
Listing Regulations is separately given and forms part of
this Integrated Annual report as 'Annexure D'.

The BRSR reflects the Company's continued commitment
towards responsible business practices, sustainable value
creation, sound governance and long-term stakeholder
value.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the
SEBI Listing Regulations, the Management Discussion and
Analysis Report for the Financial Year 2025-26 forms an
integral part of this Integrated Annual Report. The Report

provides a detailed review of the Company's business
performance, operational developments, industry outlook,
opportunities, risks and future prospects.

27. DESIGNATED PERSON FOR BENEFICIAL INTEREST

Pursuant to Rule 9(3) of the Companies (Management
and Administration) Rules, 2014, the Company Secretary
& Compliance Officer has been designated as the person
responsible for furnishing information to and extending
co-operation with the Registrar of Companies in respect
of declarations relating to beneficial interest in shares
under the Companies Act, 2013.

28. MATERIAL CHANGES AND STATE OF AFFAIRS

There have been no material changes or commitments
affecting the financial position of the Company between
the close of the Financial Year ended 31^st March, 2026 and
the date of this Report.

During the year under review, there was no change in the
nature of the Company's business.

29. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India ('ICSI) and approved by the Central Government
under section 118(10) of the Companies Act, 2013.

The Company has also established appropriate systems
and processes to ensure compliance with all applicable
laws, rules, regulations and secretarial standards.

30. PREVENTION OF SEXUAL HARASSMENT

The Company has in place a Policy on Prevention of Sexual
Harassment at Workplace in accordance with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 which
is available on the Company's website: https://sarega.
ma/posh_policy. Adequate workshops and awareness
programmes against sexual harassment are conducted
across the organisation Internal Complaints Committees
have been constituted at the applicable locations to redress
complaints and promote a safe, secure and inclusive work
environment.

During the Financial Year 2025-26, no complaint of sexual
harassment was received or remained pending as on
31^st March, 2026.

31. OTHER STATUTORY DISCLOSURES

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

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

e) since, the Company is not a manufacturing
company, the disclosure as per section 134(3) (m)
of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, related to
conservation of energy and technology absorption is
not applicable.

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

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

h) 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.

i) the company complies with the provisions of the
Maternity Benefit Act, 1961, and provides maternity
benefits to eligible women employees. Adequate
facilities and support are provided in line with
statutory requirements.

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

k) all the relevant forms for updating the KYC
information and Nomination details for holders of
physical shares are provided on the website of the
Company.

l) t he Company has complied with the requirement
of submitting all the forms related to MSME to the
Ministry of Corporate Affairs within the prescribed
timelines.

m) the Company is complying with the applicable
requirements of Integrated Reporting Framework.
The Integrated Report forms part of the Annual
Report of the Company.

32. 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 utilization 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.

For And On Behalf Of The Board Of DirectorsNoshir Naval Framjee Vikram Mehra

Non-Executive, Independent Director Managing Director

DIN: 01646640 DIN: 03556680

Date: 14^th May, 2026 Date: 14^th May, 2026

Place: Kolkata Place: Kolkata