Saregama India Ltd. — Proxy Solicitation & Information Statement 2022

Mar 1, 2022

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Date: 1[st] March, 2022

BSE Limited Corporate Relations Department Phiroze Jeejeebhoy Towers Dalal Street Fort, Mumbai 400 001 Maharashtra, India

Scrip Code: 532163

National Stock Exchange of India Limited Listing Department

Exchange Plaza, Plot No. C/1, G Block, Bandra Kurla Complex Bandra (East), Mumbai 400051 Maharashtra, India

Symbol: SAREGAMA EQ

Dear Madam / Sir

Sub: Submission of Postal Ballot Notice

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the electronic copy of the Postal Ballot Notice together with the Explanatory Statement for seeking approval of the Members of Saregama India Limited ('the Company'), which is being sent only through electronic mode to the Members of the Company, on the following Special Resolutions as set out in the said Postal Ballot Notice, through remote e-Voting:-

1. The adoption of new set of Articles of Association (‘AOA’) of the Company to make them consistent and aligned with the provisions of the Companies Act, 2013, as amended and the Rules framed thereunder and the provisions of Secretarial Standard on Board and General Meetings in place of existing AOA; and

2. Sub-division (split) of 1 (one) Equity Share of the face value of Rs. 10/- (fully paid-up) into 10 (Ten) Equity Shares of face value of Re. 1/- each (fully paid-up); and consequential alteration of Capital Clause of the Memorandum of Association of the Company.

The remote e-voting period commences on Wednesday, 2[nd] March, 2022 at 09:00 A.M. (IST) and ends on Thursday, 31[st] March, 2022 at 05:00 P.M. (IST) (both days inclusive). The e-voting module shall be disabled by National Securities Depository Limited (NSDL) for voting thereafter.

In compliance with the requisite Circulars issued by Ministry of Corporate Affairs, the Notice of Postal Ballot is being sent only through electronic mode to those Members whose name appeared in the Register of Members/ List of Beneficial Owners as maintained by the Company/Depositories/ Registrar and Share Transfer Agent (‘ RTA ’) respectively, at the close of business hours on Friday, 25[th] February, 2022 (‘ cut-off date’ ) and whose e-mail addresses are registered with the Company/Depositories/RTA .

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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In this regard the Company has provided the facility to exercise the voting rights on the businesses provided in the Postal Ballot Notice by electronic means by using electronic facility ( ‘remote e-voting’ ) provided by NSDL. The said Postal Ballot Notice is also available on the website of the Company at www.saregama.com.

We hereby request you to take the above information on your record.

Thanking you

Yours faithfully

For SAREGAMA INDIA LIMITED

VIKRAM Digitally signed by VIKRAM MEHRA MEHRA Date: 2022.03.01 16:02:41 +05'30'

Vikram Mehra Managing Director DIN: 03556680

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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SAREGAMA INDIA LIMITED

CIN: L22213WB1946PLC014346

Regd. Office: 33, Jessore Road, Dum Dum, Kolkata – 700028. Tel: 033-2551 2984/4773, E-mail: co.sec@saregama.com, Web: www.saregama.com

POSTAL BALLOT AND E-VOTING NOTICE

[Pursuant to Section 108 and Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

Notice is hereby given to the Members of SAREGAMA INDIA LIMITED ( the ‘ Company ’), pursuant to the provisions of Section 108 and Section 110 of the Companies Act, 2013 ( the ‘Act’ ) read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, as amended from time to time ( ‘Rules’ ) read with the Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021 and 20/2021 dated December 8, 2021 issued by the Ministry of Corporate Affairs, Government of India ( ‘MCA’) (hereinafter collectively referred to as ‘MCA Circulars’ ) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ( ‘SEBI Listing Regulations’ ) read with SEBI circular nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India and other applicable provisions of the Act, rules, circulars and notifications issued thereunder (including any statutory modifications or re- enactment thereof for the time being in force and as amended from time to time), Special Resolutions as set out in this Notice are proposed for consideration by the Members of the Company for passing by means of Postal Ballot by way of voting through electronic means ( ‘remote e-voting’ ).

In compliance with the aforesaid MCA Circulars, this Postal Ballot and E-voting (‘Notice’) is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories/Registrar and Share Transfer Agent (‘ RTA ’) as on the cut-off date of Friday, 25[th] February, 2022 . A Member whose e-mail address is not registered with the Company/ Depositories/RTA, may please follow the process provided in the notes to receive this Notice, login ID, and password for remote e-voting. The communication of the assent or dissent of the Members would only take place through remote e-voting.

The Statement pursuant to Section 102 and other applicable provisions of the Act read with the Rules pertaining to the said Resolutions setting out material facts and reasons thereof is annexed to the Notice.

The Board of Directors of the Company has, in compliance with the Rules, appointed Mr. Mohan Ram Goenka, Practicing Company Secretary, (Membership No. F4515 and CP No: 2551) as the Scrutinizer for conducting this Postal Ballot process through remote e-voting, in a fair and transparent manner. Further, the Company has engaged National Securities Depository Limited (“ NSDL” ) to provide remote e-Voting facility to the Members of the Company.

In accordance with the provisions of the MCA Circulars, Members can vote only through the remote e-voting process. Accordingly, the Company is pleased to offer remote e-voting facility to all its Members to cast their votes electronically. Members are requested to read the instructions in the notes under the section ‘General information and instructions relating to e-voting’ in this notice ( ‘Postal Ballot Notice’ ) to cast their votes electronically from their respective locations. Members are requested to cast their votes through the remote e-voting process between Wednesday, 2[nd] March, 2022 at 9:00 am (IST) and Thursday, 31[st] March, 2022 at 05:00 pm (IST) (both days inclusive) to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the concerned Member.

The Members of the Company are requested to follow the procedure stated in the Notes for casting votes by remote e-voting. Upon completion of the votes cast through remote e-voting, the Scrutinizer shall submit his report to the Chairman / Managing Director of the Company. The results of the E-voting along with the Scrutinizer’s Report shall be announced by the Chairman / Managing Director within 2 (two) working days of the conclusion of the Postal Ballot process through remote e-voting at the Registered Office of the Company at 33, Jessore Road, Dum Dum, Kolkata - 700028. The results along with the Scrutinizer’s Report shall also be intimated to the National Stock Exchange of India Limited (‘ NSE ’) and BSE Limited (‘ BSE ’) (hereinafter collectively referred to as ‘ Stock Exchanges ’) where the Equity Shares of the Company are listed and will be displayed on the Company’s website at www.saregama.com as well as on the website of NSDL. The Resolutions, if passed by requisite majority, shall be deemed to have been passed on Thursday, 31[st] March, 2022 , being the last day of remote e-voting.

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Items of business requiring approval of Members through E-voting are given below:

SPECIAL BUSINESS:

ITEM NO. 1:

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATIONS (‘AOA’) AS PER COMPANIES ACT, 2013 IN PLACE OF EXISTING AOA:

To consider and, if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions of the Companies Act, 2013 read with rules framed thereunder (including any statutory modifications or re-enactments thereof for the time being in force), and subject to approvals, permissions and sanctions of appropriate authority(ies), if any, approval of the Members of the Company be and is hereby accorded for alteration of the Articles of Association of the Company (‘AOA’) by adoption of the restated AOA, in substitution and supersession of the existing AOA.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things, as may be deemed necessary, proper or expedient to give effect to this resolution and for the matters connected therewith or incidental thereto.”

ITEM NO. 2:

SUB-DIVISION (SPLIT) OF 1 (ONE) EQUITY SHARE OF THE FACE VALUE OF RS. 10/- (FULLY PAID-UP) INTO 10 (TEN) EQUITY SHARES OF FACE VALUE OF RE. 1 /- EACH (FULLY PAID-UP) AND CONSEQUENTIAL ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION:

To consider and if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 13, 14, 61, 64 and other applicable provisions of the Companies Act, 2013 (‘the Act’) and Rules framed thereunder including the statutory modifications thereto and re-enactments thereof for the time being in force and the provision of Articles of Association of the Company and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules, regulations, circulars, notifications etc. issued thereunder, the consent of the Members of the Company be and is hereby accorded for sub-division of each equity share of face value of Rs. 10/- into 10 (ten) equity shares of face value of Re. 1/- each, thereby keeping the paid-up share capital intact;

RESOLVED FURTHER THAT pursuant to provisions of Section 13 and other applicable provisions, if any, of the Act and the Rules framed thereunder, consent of the Members of the Company be and is hereby accorded to delete and substitute the existing Clause V of the Memorandum of Association of the Company with the following new clause:

The Authorized Share Capital of the Company shall be Rs. 25,00,00,000 (Rupees Twenty five Crores Only) divided into 25,00,00,000 (Twenty five Crores) equity shares of Re. 1/- (Rupee One Only) each, with the rights, privileges and conditions attached thereto as may be provided by the Articles of Association of the Company. The Company shall have the power to increase or reduce its capital for the time being and to consolidate, divide or sub divide and re-classify the shares in such capital and to attach thereto respectively any preferential, qualified or special rights, privileges or conditions as to dividend, voting or otherwise and to vary, modify or abrogate any such rights, privileges or conditions in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company and issue shares of higher or lower denominations.

RESOLVED FURTHER THAT pursuant to the sub-division of equity shares of the Company with effect from the record date, each equity share of the Company having a face value of Rs. 10/- (Rupees Ten Only) in the issued, subscribed and paid- up equity share capital shall stand sub-divided into 10 (Ten) equity shares of a face value of Re. 1/- each (Rupee One Only);

RESOLVED FURTHER THAT upon sub-division of equity shares, as aforesaid, the existing shares certificate(s) in relation to the existing equity shares of the face value of Rs. 10/- each held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the record date to be fixed by the Company and the Company may without requiring surrender of the existing share certificate(s) directly issue and dispatch the new share certificate(s) of the Company, in lieu thereof, subject to the provisions of Companies (Share Capital and Debentures) Rules 2014 and in the case of Members who hold the equity shares in dematerialized form, the sub-divided equity shares of nominal value of Re.1/- each shall be credited to the respective beneficiary accounts of the Members with their respective depository participants and the Company shall undertake such Corporate Action(s) as may be necessary in relation to the existing equity shares of the Company;

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RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to take all such steps as may be required to obtain approvals in relation to the above and do all such further acts, deeds or things as may be required to give effect to the sub-division of equity shares of the Company.”

By Order of the Board

Registered Office

33, Jessore Road, Dum Dum, Kolkata - 700028 CIN: L22213WB1946PLC014346

Vikram Mehra Managing Director DIN: 03556680

Place : Mumbai Date: February 24, 2022

Notes:

1. The Statement pursuant to Section 102 of the Companies Act, 2013, as amended (‘the Act’) read with Regulation 36 of the SEBI Listing Regulations, and Secretarial Standards on General Meetings (SS-2) which sets out details relating to Special Business mentioned in the Postal Ballot Notice is annexed herewith and forms part of this Postal Ballot Notice.

2. As per the MCA Circulars and in view of the prevailing COVID-19 pandemic situation, physical copies of this Postal Ballot Notice, Postal Ballot forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only.

3. For purpose of providing remote e-voting facility, the Company has entered into an agreement with NSDL for facilitating e-voting and enabling the Members to cast their votes electronically.

4. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.saregama. com, websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www. bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evotng.nsdl.com .

5. All the documents referred to in this Notice and the Statement pursuant to Section 102 of the Act, will be available for inspection at www.saregama.com under Investor Relations Section from the date of circulation of this Notice upto the date of declaration of Postal Ballot results.

6. Dispatch of the Postal Ballot Notice and the Statement shall be announced through an advertisement published in one Regional Newspaper, widely circulated in West Bengal (in vernacular language i.e. Bengali) and one English Newspaper circulated throughout India (in the English Language) and shall be hosted at the Company’s website at www.saregama.com. The said public notice shall also mention the process for registration of email-ids by those Members who have not yet registered their email-ids with the Company.

7. The voting through electronic means will commence on Wednesday, 2[nd] March, 2022 at 9:00 A.M. (IST) and will end on Thursday, 31[st] March, 2022 at 05:00 P.M. (IST). The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.

8. Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a General Meeting of the Members.

9. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Member who have not registered their e-mail address are requested to register the same with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and by giving details of folio number, e-mail address and self-attested copy of PAN card to RTA at mcssta@rediffmail.com, if the shares are held in physical form.

10. In compliance with the MCA Circulars, the Notice is being sent by electronic mode to those Members whose names appear in the Register of Members / Beneficial Owners as received from NSDL and Central Depository Services (India) Limited (CDSL) as on cut-off date, i.e., Friday, 25[th] February, 2022 and whose e-mail IDs are registered with the Company /Depositories.

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For Members who have not registered their e-mail IDs, please follow the instructions given under Note No. 14. Further, the Shareholders whose names appear in the Register of Members/ List of Beneficial Owners as on cut-off date, i.e. Friday, 25[th] February, 2022 are entitled to vote on the Resolutions set forth in this Postal Ballot Notice. A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.

1. A Member cannot exercise his/her vote by proxy on Postal Ballot.

2. Any query in relation to the Resolutions proposed to be passed by this Postal Ballot may be addressed to Ms. Kamana Goenka, Company Secretary at Email: co.sec@saregama.com or for any query / grievance with respect to E-voting, Members may refer to the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no: 1800 1020 990 and 1800 224 430 or send a request to NSDL at email id : evotng@nsdl.co.in.

Electronic Dispatch of Postal Ballot Notice and Process for Registration of Email ID for obtaining copy of Postal Ballot Notice:

1. In compliance with the aforesaid MCA circulars, notice of this Postal Ballot is being sent only through electronic mode to Members whose e-mail addresses are registered with the Company / RTA or with the Depository Participant(s). The aforesaid Notice has been uploaded on the website of the Company i.e. www.saregama.com, the same can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www. nseindia.com and is also available on the website of NSDL (agency providing the remote e-Voting facility) at www.evoting. nsdl.com

2. Members holding shares in physical form, are requested to send a scanned copy of the signed request letter mentioning the Folio Number, Name of Member, complete address, mobile number, email address to be registered along with a scanned selfattested copy of the PAN and any document (such as Driving License, Passport, Bank Statement, AADHAR) supporting the registered address of the Member, by email to the RTA’s email address at mcssta@redifmail.com. Members holding shares in demat form are requested to update their email address through their respective Depository Participant(s). After successful registration of the e-mail address, a copy of this Postal Ballot Notice along with the remote e-voting user ID and password will be sent to registered e-mail address, upon request received from the Members.

3. It is clarified that if a Member fails to provide or update relevant e-mail address to the Company or to the DP, as the case may be, the Company will not be in default for not delivering the Notice via e-mail.

4. Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be returned to such Members after making requisite changes thereon.

5. Members may send their queries related to items included in the Postal Ballot Notice or any other matter concerning the Company on the email id co.sec@saregama.com from their registered email address, mentioning their name, folio number/DP ID-Client ID, as applicable, mobile number, copy of PAN card. Such queries shall be appropriately replied by the Company.

6. General Guidelines for Shareholders for Votng:

• a. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to goenkamohan@gmail.com with a copy marked to evotng@ nsdl.co.in.

• b. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Physical User Reset Password?” or “Forgot User Details/Password?” option available on www.evoting.nsdl.com to reset the password.

• c. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 224 430 or send a request to Ms. Pallavi Mhatre, Manager, NSDL at email id : evotng@nsdl.co.in.

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• d. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date Friday, 25[th] February, 2022. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to do e-voting on the resolutions included in the Postal Ballot Notice.

• The Company has appointed Mr. Mohan Ram Goenka, Practicing Company Secretary, (Membership No. F4515 and CP no: 2551) or any of its authorized nominee as the Scrutinizer, for conducting this Postal Ballot process through remote e- voting, in a fair and transparent manner and required consent for such appointment has been received.

• The Scrutinizer shall after the conclusion of the e-voting on Thursday, 31[st] March, 2022 at 05:00 pm (IST), unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make Scrutinizer’s report within the prescribed time. Such report shall contain details of the total votes cast in favour of or against, if any, and submit the report to the Chairman/Managing Director or a person authorized by him in writing, who shall countersign the same and declare the result of the e-voting of the Postal Ballot forthwith. The Resolutions, if passed by requisite majority, shall be deemed to have been passed on Thursday, 31[st] March, 2022 being the last day of remote e-voting.

• Results of voting shall be declared within 2 working days from the time of conclusion of the remote e-voting. The results along with the Scrutinizer’s report would be intimated to the Stock Exchanges where securities of the Company are listed, and will be displayed on the Company’s website at www.saregama.com and on the website of NSDL www.evotng.nsdl.com and at the Registered Office of the Company.

Instructions for Shareholders for Remote E-Voting are as Under:

1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and the provisions of Regulation 44 of the SEBI Listing Regulations, as amended, the Shareholders are provided with the facility to cast their vote electronically instead of dispatching the physical Postal Ballot Form by post. The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its Shareholders.

2. Pursuant to SEBI Listing Regulations, and such other provisions as may be applicable, the Company has fixed Friday, 25[th] February, 2022 as the cut-off date for determining the Shareholders who shall be entitled to vote through remote e-voting on the Postal Ballot resolutions. The remote e-voting period commences on 2[nd] March, 2022 at 09:00 A.M. (IST) and ends on 31[st] March, 2022 at 05:00 P.M. (IST) . During this period Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date, i.e. Friday, 25[th] February, 2022 may cast their votes by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a Shareholder, the Shareholder shall not be allowed to change it subsequently. A person who is not a Shareholder as on the cut-off date should treat this notice for information purpose only.

12. The instructions for remote e-voting are as under: How do I vote electronically using NSDL e-Votng system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Votng system

A) Login method for e-Votng for Individual shareholders holding securites in demat mode

In terms of SEBI circular dated December 9, 2020, on e-Votng facility provided by Listed Companies, Individual shareholders holding securites in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Partcipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Votng facility.

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Type of shareholders Login Method
Individual Shareholders holding securities 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. htps://
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Type of shareholders	Login Method	Login Method
Individual Shareholders holding securites	1. ExistngIDeASuser can visit the e-Services website of NSDL Viz.htps://
in demat mode with NSDL.	2. 3. 4.	eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login” which is available under‘IDeAS’secton, this will prompt you to enter your existng User ID and Password. Afer successful authentcaton, you will be able to see e-Votng services under Value added services. Click on“Access to e-Votng”under e-Votng services and you will be able to see e-Votng page. Click on company name ore-Votng service provider i.e. NSDLand you will be re-directed to e-Votng website of NSDL for castng your vote during the remote e-Votng period. If you are not registered for IDeAS e-Services, opton to register is available athtps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click athtps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Votng website of NSDL. Open web browser by typing the following URL:htps://www.evotng.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Votng system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ secton. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verifcaton Code as shown on the screen. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-Votng page. Click on company name ore-Votng service provider i.e. NSDLand you will be redirected to e-Votng website of NSDL for castng your vote during the remote e-Votng period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentoned below for seamless votng experience.
Individual Shareholders holding securites in demat mode with CDSL	1. 2. 3. 4.	Existng users who have opted for Easi / Easiest, they can login through their user id and password. Opton will be made available to reach e-Votng page without any further authentcaton. The URL for users to login to Easi / Easiest arehtps://web.cdslindia.com/myeasi/home/loginorwww. cdslindia.comand click on New System Myeasi. Afer successful login of Easi/Easiest the user will be also able to see the E Votng Menu. The Menu will have links ofe-Votng service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, opton to register is available athtps://web.cdslindia.com/myeasi/Registraton/EasiRegistraton Alternatvely, the user can directly access e-Votng page by providing demat Account Number and PAN No. from a link inwww.cdslindia. comhome page. The system will authentcate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. Afer successful authentcaton, user will be provided links for the respectve ESP i.e.NSDLwhere the e-Votng is in progress

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Type of shareholders Login Method
Individual Shareholders (holding You can also login using the login credentials of your demat account through your
securities in demat mode) login through Depository Participant registered with NSDL/CDSL for e-Voting facility. upon
their depository participants logging in, you will be able to see e-Voting option. Click on e-Voting option, you
will be redirected to NSDL/CDSL Depository site after successful authentication,
wherein you can see e- Voting feature. Click on company name or e-Voting
service provider i.e. NSDL and you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password opton available at abovementoned website.

HELPDESK FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE FOR ANY TECHNICAL ISSUES RELATED TO LOGIN THROUGH DEPOSITORY I.E. NSDL AND CDSL.

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Login type Helpdesk details
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Login type	Helpdesk details
Individual Shareholders holding securites in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevotng@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securites in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evotng@cdslindia.comor contact at 022- 23058738 or 022-23058542-43

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: htps://www.evotng.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at htps://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
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Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** thenyour user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 119310 then user ID is 119310001

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1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evotng.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evotng@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

STEP 2: CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM.

How to cast your vote electronically on NSDL e-Votng system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1 AND 2:

The existing Articles of Association of the Company (AOA) are based on the provisions of the erstwhile Companies Act, 1956. Members are aware that the regulatory provisions had undergone comprehensive changes consequent to adoption of the new Companies Act, 2013 (‘the Act’). Further, the Act has also been amended several times post its notification.

Some of the Articles were amended / inserted from time to time to cater to specific requirements. It is, however, now considered prudent to amend the entire AOA to make them consistent and aligned with the provisions of the Act and the Rules framed thereunder, and the Secretarial Standards on Board Meetings and General Meetings, besides deletion of certain redundant Articles etc.

Accordingly, the Board of Directors of the Company (‘the Board’) has recommended the proposed new restated AOA of the Company for adoption in substitution and supersession of the existing AOA under business Item No. 1. Consent of the Members by way of a Special Resolution is required for such adoption of new AOA in terms of the provisions of Section 14 of the Act.

The draft of the proposed AOA will be available for inspection by the Members from the date of circulation of this Notice. Members seeking to inspect such AOA can visit the Company’s corporate website www.saregama.com

The Board recommends the Special Resolution for approval of the Members of the Company. None of the Directors and Key Managerial Personnel of the Company or their relatives, are concerned or interested in this Special Resolution.

Presently, the Authorised Share Capital of the Company is Rs. 25,00,00,000/- and its paid-up share capital is Rs. 19,28,09,490/consisting 1,92,80,949 equity shares of Rs. 10/- each. The equity shares of the Company are listed and traded on the National Stock Exchange of India Limited and BSE Limited.

In order to provide enhanced liquidity to the Company’s equity shares in the stock market and to make it more affordable for small investors, it is proposed to sub-divide each equity share of the face value of Rs. 10/- into 10 equity shares of the face value of Re. 1/- each pursuant to the provisions of Section 61(1)(d) of the Act, the rules made thereunder and other applicable provisions. The record date for the aforesaid subdivision of equity shares shall be fixed by the Board after the approval of the members is obtained for the proposed sub-division.

In the opinion of the Board, proposed sub-division of the equity shares is in the best interest of the Company and its investors and therefore the Board at its meeting held on 24[th] February, 2022 approved the aforesaid sub-division subject to requisite approval of the members. There will not be any change in the amount of authorized, subscribed and paid-up share capital of the Company on account of sub-division of equity shares.

The sub-division of equity shares proposed under business Item No. 2 of this Notice shall also require amendment to the existing Clause V of the Memorandum of Association of the Company of the Company as set out under item no. 2 of this Notice. Pursuant to Sections 13, 14, 61 and other applicable provisions of the Act and the Rules made thereunder, approval of the Members by way of Special Resolution is required for sub-division and carrying out any amendment to the Memorandum and Articles of Association of the Company.

By Order of the Board Registered Office Vikram Mehra 33, Jessore Road, Dum Dum, Kolkata - 700028 Managing Director CIN: L22213WB1946PLC014346 DIN: 03556680 Place : Mumbai Date: February 24, 2022

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