Saregama India Ltd. — Proxy Solicitation & Information Statement 2022

Nov 19, 2022

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19[th] November, 2022

To,

BSE Limited

Sir Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai – 400001 Scrip code: 532163

National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor Plot No. C-1, Block G Bandra Kurla Complex, Bandra (East) Mumbai – 400051 Symbol: SAREGAMA

Dear Sir/Madam,

Sub: Notice of the meeting of the Equity Shareholders of Saregama India Limited ( “Company” ) convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Kolkata Bench ( “Tribunal” )

Ref: In the matter of Scheme of Arrangement between Saregama India Limited (“ Company ” or “ Demerged Company ”) and Digidrive Distributors Limited (“ Resulting Company ”) and their respective shareholders and creditors (“ Scheme ”), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”)

1. This is to inform you that by an order dated 18[th] November, 2022 (“ Tribunal Order ”), the Hon’ble Tribunal has directed meeting to be held of the Equity Shareholders of the Demerged Company.

2. In pursuance of the Tribunal Order and as directed therein and in compliance with the applicable provisions of the Companies Act, 2013 (" Act "), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and relevant Ministry of Corporate Affairs (MCA) circulars, as applicable, further notice is hereby given that meeting of the Equity Shareholders of the Company will be held through Video Conferencing (" VC ") / Other Audio Visual Means (" OAVM ") on Wednesday, 21[st] December 2022 .

3. The details such as manner of (i) casting vote through e-voting and (ii) attending the meeting through VC / OAVM have been set out in the notice of the meeting.

4. An Equity Shareholder, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Wednesday, 14[th] December, 2022 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the meeting of the Equity Shareholders. Voting rights of an Equity Shareholder/ beneficial owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the cut-off date, i.e., Wednesday, 14[th] December, 2022.

SAREGAMA India Limited, 33, Jessore Road, Dum Dum, Kolkata - 700 028, India. Tel : +91 33 2551 2984, Fax : +91 33 2550 0817, Web : www.saregama.com CIN : L22213WB1946PLC014346 Email ID : co.sec@saregama.com

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1. Copy of the notice and statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, of the Equity Shareholders meeting is attached.

Kindly acknowledge the aforementioned information and oblige.

Thanking you,

Yours faithfully, For Saregama India Limited

PRIYANKA Digitally signed by PRIYANKA MOTWANI MOTWANI Date: 2022.11.19 22:09:09 +05'30'

Priyanka Motwani Company Secretary and Compliance Officer Membership No : A58041

Encl.: As above.

SAREGAMA India Limited, 33, Jessore Road, Dum Dum, Kolkata - 700 028, India. Tel : +91 33 2551 2984, Fax : +91 33 2550 0817, Web : www.saregama.com CIN : L22213WB1946PLC014346 Email ID : co.sec@saregama.com

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REPORT ADOPTED BY THE BOARD OF DIRECTORS OF DIGIDRIVE DISTRIBUTORS LIMITED AT ITS MEETING HELD ON WEDNESDAY, MARCH 30, 2022 EXPLAINING THE EFFECT OF THE SCHEME OF ARRANGEMENT BETWEEN SAREGAMA INDIA LIMITED AND DIGIDRIVE DISTRIBUTORS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS ON ITS EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. Background

• 1.1. The Board of Directors ( Board ) of Digidrive Distributors Limited at its meeting held on Wednesday, March 30, 2022, have approved the Scheme of Arrangement between Saregama Demerged Company Digidrive Distributors Limited ( Company

• Resulting Company and their respective shareholders and creditors under Sections 230 to

• 232 and other applicable provisions of Act Scheme

• 1.2. Pursuant to Section 232(2)(c) of the Act, the Board of the Company is required to adopt a report explaining the effect of the arrangement on each class of shareholders, key managerial personnel KMPs promoters and non-promoter shareholders of the Company laying out in particular the share entitlement ratio and specifying any special valuation difficulties and the same is required to be circulated as part of the notice of the meeting(s) to be held for the purpose of approving the Scheme.

• 1.3. This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2)(c) of the Act.

• 1.4. Under the Scheme, it is proposed to demerge, transfer and vest the Demerged Undertaking ( as defined in the Scheme ) from the Demerged Company into the Company, on a going concern basis, and in consideration thereof, the Company shall issue its equity shares to equity shareholders of the Demerged Company in the same proportion as their holding in the Demerged Company.

• 1.5. The following documents were, inter alia, placed before the Board, duly initialed by the Chairman of the Company for the purpose of identification:

(a) Draft Scheme;

• (b) Share Entitlement Ratio Report dated March 30, 2022 issued by RBSA Valuation Advisors LLP (Registration No. IBBI/RV-E/05/2019/110 Share Entitlement Ratio Report , describing the methodology adopted by them in arriving at the share entitlement ratio; and

• (c) Fairness Opinion Report dated March 30, 2022 issued by VC Corporate Advisors Private Limited (Registration No. INM0000011096), an Independent SEBI registered Merchant in the Share Entitlement Ratio Report; and

• (d) Certificate dated March 30, 2022, issued by M/s. Vidya & Co., Chartered Accountants (ICAI Firm Registration No. 308022E), the Statutory Auditors of the Company, confirming the accounting treatment prescribed in the Scheme.

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2. Share Entitlement Ratio Report | Share Entitlement Ratio

• 2.1. The share entitlement ratio for issue of consideration pursuant to the Scheme is summarized as follows:

- (Indian Rupees Ten only) each of the Resulting Company, credited as fully paid up, for every 1 (One) equity share of INR 10/- (Indian Rupees

Further, the Company is currently in process of seeking its shareholders approval for subdivision (split) of 1 (One) equity share of the Company having a face value of INR 10/- each (fully paid-up) to be sub-divided into 10 (Ten) equity shares of face value of INR 1/- each (fully paid-up). In case the same is approved by the shareholders of the Company, the share entitlement ratio for the proposed Scheme would be as follows:

- (Indian Rupees Ten only) each of the Resulting Company, credited as fully paid up, for every 5 (Five) equity shares of INR 1/- (Indian Rupee

The Share Entitlement Ratio Report and the Fairness Opinion have been duly considered by the Board, and the Board has come to the conclusion that share entitlement ratio specified in the Scheme is fair and reasonable.

• 2.2. The new equity shares issued by the Company Resulting Company New Equity Shares shall be subject to the provisions of the memorandum of association and articles of association of Company, as the case may be, and shall rank pari passu in all respects with any existing equity shares of Company, as the case may be, after the Effective Date (as defined in the Scheme) including with respect to dividend, bonus, right shares, voting rights and other corporate benefits attached to the equity shares of the Company.

• 2.3. Immediately with effect from the Effective Date and upon allotment of Resulting Company New Equity Shares, the entire pre-demerger paid up equity share capital, as on the Effective Date, of the Resulting Company shall stand cancelled, extinguished and annulled on and from the Effective Date.

• 2.4. No special valuation difficulties were reported.

3. Effect of the Scheme on the equity shareholders (promoter and non-promoter) of the Company

• 3.1. The Company has issued only one class of shares, i.e. equity shares all held by the Demerged Company. The existing paid-up equity share capital of the Company shall stand cancelled, extinguished and annulled on new shares being issued to the shareholders of the Demerged Company;

• 3.2. Pursuant to the Scheme, each equity shareholder (promoter and non-promoter) of the Demerged Company, as on the Record Date ( as defined in the Scheme ) would be entitled to the allotment of equity shares in the Company in the same proportion as their holding in the

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Demerged Company. Once the Scheme is effective, the Company will have replica/mirror shareholding of the Demerged Company; and

• 3.3. After the effectiveness of the Scheme and subject to receipt of regulatory approvals, the equity shares of the Company issued as consideration pursuant to the Scheme, shall be listed on BSE Limited and the National Stock Exchange of India Limited.

4. Effect of the Scheme on the KMPs of the Company

None of the KMPs of the Company have any interest in the Scheme except to the extent of the equity shares held by them, if any, in the Company. There shall be no effect of the Scheme on KMPs of the Company, pursuant to the Scheme.

In the opinion of the Board, Scheme will be of advantage and beneficial to the Company, its shareholders and other stakeholders.

By Order of the Board of Directors

For and on Behalf of Digidrive Distributors Limited

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Sunil Kumar Sanganeria Director

DIN: 03568648

Place: Kolkata Date: March 30, 2022

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STRICTLY PRIVATE & CONFIDENTIAL Date: 19.11.2022 VCC/11/22/05

To, The Board of Directors, C/o. Saregama India Limited, 33, Jessore Road, Dum Dum, Kolkata-700 028

Dear Sir,

Sub: Digidrive Distributors Limited (and their respective shareholders and creditors under Sections 230 to 232 and other applicable

Re: Due Diligence Certificate on the Disclosure Document dated November 18, 2022 of Digidrive Distributors Limited in adherence with Part E of Schedule VI of the SEBI (ICDR) Regulations.

The Securities and Exchange Board of India (" SEBI ") vide Master Circular no. SEBI/HO/CFD/Dlll/ CIR/P/2021/0000000665 dated November 23, 2021 and Circular no. SEBI/HO/CFD/SSEP/ CIR/P/2022/14 dated February 04, 2022, as amended, (" Circular ") inter-alia prescribed that the listed entity shall include the applicable information pertaining to the unlisted entity/ies involved in the scheme in the format specified for abridged prospectus as provided in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (" SEBI (ICDR) Regulations "), as amended (" Disclosure Document ") in the explanatory statement or notice or proposal accompanying resolution to be passed, sent to the shareholders while seeking their approval on the Scheme. The Circular further prescribes that the accuracy and adequacy of the disclosures on the unlisted entity/ies made in the Disclosure Document shall be certified by a SEBI registered Merchant Banker after following the due diligence process.

Consequently, as part of the implementation of the Scheme, Demerged Company will be required to send the Disclosure Document prepared as per the format specified in SEBI (ICDR) Regulations on Resulting Company, being an unlisted entity involved in the Scheme, to its shareholders while seeking their approval on the Scheme. In this background, we have been engaged by Demerged Company to issue a certificate in compliance with the above-mentioned requirement under the Circular.

Accordingly, we, on the basis of the examination of various documents pertaining to Resulting Company made available to us by Demerged Company and discussions with the officials of Demerged Company, confirm that the information contained in the Disclosure Document is in conformity with the format specified for abridged prospectus as provided in Part E of Schedule VI of the SEBI (ICDR) Regulations and such information disclosed in the Disclosure Document is fair, accurate as well as

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adequate in terms of the SEBI Master Circular read with SEBI Circular No. SEBI/HO/CFD/SSEP/ CIR/P/2022/14 dated February 4, 2022.

The above confirmation is based on the information furnished and explanation provided to us by the management of Demerged Company assuming the same is complete and accurate in all material aspects on an as is basis. We have relied upon financials, information and representations furnished to us on an as is basis and have not carried out an audit of such information. Our scope of work does not constitute an audit of financial information. This certificate is based on the information as at November 18, 2022. This certificate is a specific purpose certificate issued in terms of the SEBI Circular. The certificate is not, nor should it be considered to be, a certificate of compliance of the Scheme with the provisions of the applicable law including company, taxation and securities markets related laws or as regards to any legal implications or issues arising thereon, except for the purpose expressly mentioned herein.

SOURCES OF INFORMATION: -

For the purposes of providing our Report, we have, interalia, relied upon the Memorandum and Articles of Association of the Resulting Company; the Scheme of Arrangement; List of shareholders of the Resulting Company as on the date the Disclosure Document; Observation letter issued by the BSE regarding the Scheme vide letter no. DCS/AMAL/MJ/IP/2453/2022-23 dated August 18, 2022; Discussion with and other relevant information as provided by the Management of the Demerged Company; and such other information, representation and explanations that have been provided to us by the Management of the Demerged Company.

EXCLUSIONS AND LIMITATIONS: -

We express no opinion whatsoever and make no recommendation at all as to the Company's underlying decision to affect the Scheme or as to how the holders of equity shares or secured or unsecured creditors of Company should vote at their respective meetings held in connection with the proposed Scheme. We do not express and should not be deemed to have expressed any views on any other terms of the Scheme or its success. We also express no opinion, and accordingly, accept no responsibility for or as to the price at which the equity shares of the Resulting Company will trade following the Scheme or as to the financial performance of the Demerged Company or Resulting Company following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/ investors should buy, sell or hold any stake in the Resulting Company or any of its related parties, if any.

CONCLUSION: -

In the circumstances, having regard to all relevant factors, on the basis of information and explanation given to us and basis the due diligence conducted by us, we certify as on the date hereof, that the disclosures made in the Abridged Prospectus dated November 18, 2022 is fair, accurate as well as adequate in terms of the SEBI Master Circular read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR /P/2022/14 dated February 4, 2022.

Yours Faithfully,

For VC Corporate Advisors Private Limited

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_________ Urvi Belani

(Vice President & Compliance Officer) SEBI REGN. No.: INM00001109

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DCS/AMAL/MJ/IP/2453/2022-23

August 18, 2022

The Company Secretary, SAREGAMA INDIA LTD. 33 Jessore Road, Dum Dum, Kolkata, West Bengal-700028.

Dear Sir,

Sub: Observation letter regarding the Scheme of Arrangement between Saregama India Limited and Digidrive Distributors Limited and their respective Shareholders and Creditors.

We are in receipt of the Scheme of Arrangement of Saregama India Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated August 17, 2022 has inter alia given the following comment(s) on the draft scheme of Arrangement:

• a) Company shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.

• b) Company shall ensure that additional information, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.

• c) Company shall ensure compliance with the said circular issued from time to time.

• d) The entities involved in the Scheme shall duly comply with various provisions of the Circular.

• e) nies involved in the Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• f) Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

• g) Company is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.

• h) Company is advised that the proposed equity shares to be issued in terms of the Scheme shall mandatorily be in demat form only.

• i) Company shall ensure that the Scheme shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.

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• j) No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.

• k) at the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT."

• l) mpany is advised to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• m) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / repre

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.

• To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

• To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Ho Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose Information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

However, the listing of equity shares of Digidrive Distributors Limited shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 and compliance with the requirements of SEBI circular. No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Further, Digidrive Distributors Limited shall comply with SEBI Act, Rules, Regulations, directions of the SEBI and any other statutory authority and Rules, Byelaws, and Regulations of the Exchange.

The Company shall ful riteria for listing the securities of such company and also comply with other applicable statutory requirements. However, the listing of shares of Digidrive Distributors Limited is at the discretion of the Exchange. In addition to the above, the listing of Digidrive Distributors Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

1. To submit the Information Memorandum containing all the information about Digidrive Distributors Limited in line with the disclosure requirements applicable for public issues with BSE, for making the same available

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to the public through the website of the Exchange. Further, the company is also advised to make the same available to the public through its website.

1. To publish an advertisement in the newspapers containing all Digidrive Distributors Limited in line with the details required as per the aforesaid SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as BSE.

2. To disclose all the material information about Digidrive Distributors Limited on a continuous basis so as to make the same public, in addition to the requirements if any, specified in Listing Agreement for disclosures about the subsidiaries.

3. The following provisions shall be incorporated in the scheme:

4. I. The shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange

5. II. shall be no change in the shareholding pattern of Digidrive Distributors Limited between the record date and the listing which may affect the status of this approva

Further you are also advised to bring the contents of this letter to the notice of your shareholders, all relevant authorities as deemed fit, and also in your application for approval of the scheme of Arrangement.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be Six Months from the date of this Letter , within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to w adverse obs at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Ho e National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

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Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted . You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully, Sd/-

Rupal Khandelwal Mahek Jaju Assistant General Manager Assistant Manager

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