Saregama India Auditors Report


TO THE MEMBERS OF SAREGAMA INDIA LIMITED

REPORT ON THE AUDIT OF THE REVISED STANDALONE FINANCIAL STATEMENTS This Report supersedes our Report dated 19 May 2023

OPINION

We have audited the revised standalone financial statements of Saregama India Limited (the "Company") (in which are included financial information of its employee welfare trust) which comprise the revised standalone balance sheet as at 31 March 2023, and the revised standalone statement of profit and loss (including other comprehensive income), revised standalone statement of changes in equity and revised standalone statement of cash flows for the year then ended, and notes to the revised standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid revised standalone financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and in the context of the overriding effect of the provision in the Scheme of Arrangement as approved by the National Company Law Tribunal (NCLT), regarding accounting of demerger from the specified retrospective appointed date give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Revised Standalone Financial Statements section of our revised report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the revised standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the revised standalone financial statements.

EMPHASIS OF MATTER

We draw attention to Note 1 and Note 34 of the revised standalone financial statements which describes the basis of revision and scheme of demerger respectively. As explained in detail therein, these revised standalone financial statements for the year ended 31 March 2023 have been prepared pursuant to the Scheme of Arrangement amongst and the Company and Digidrive Distributors Limited and their respective shareholders and creditors (the Scheme) for demerger of E-Commerce Distribution Business along with identified non-core assets of the Company (the "Demerged Undertaking") from the specified appointed date i.e. 1 April 2022, as approved by the National Company Law Tribunal (NCLT), Kolkata Bench, vide order dated 22 June 2023 ("Order"). A certified copy of the Order sanctioning the Scheme has been filed by the Company with the Registrar of the Companies, Kolkata on 12 July 2023. We further draw attention to the fact that in accordance with the scheme approved by NCLT, the Company has given effect to the Scheme from the retrospective appointed date i.e. 1 April 2022 which overrides the relevant requirement of applicable generally acceptable accounting principles in India (according to which the scheme would have been accounted for from 22 June 2023). The financial impact of the aforesaid treatment has been disclosed in the note 34.

We issued a separate auditors report dated 19 May 2023 to the members of the Company on the standalone annual financial statements of the Company for the year ended 31 March 2023 which were first approved by the Board of Directors on 19 May 2023 ("Original standalone financial statements"). The aforesaid petition having been approved subsequently, the Company has now prepared revised standalone financial statements incorporating the impact of the demerger with effect from 1 April 2022. Consequently, our revised audit report is with reference to the revised financial statements.

Our opinion is not modified in respect of above matter.

KEY AUDIT MATTER

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the revised standalone financial statements of the current period. These matters were addressed in the context of our audit of the revised standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition
See Note 21 to revised standalone financial statements
The key audit matter How the matter was addressed in our audit
The Company derives its revenues from the sale of contractually manufactured products; licensing of music rights and income from films and television serials including free commercial time. In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
The recognition of revenue from licence fees has been considered as a key audit matter since the Company has entered into multiple complex contracts with its customers. Apart from the contractual agreements as entered, the Company recognised revenue based on the information as received from such customers. • We have evaluated the terms of significant contracts pertaining to revenue from licence fees to identify the performance obligations under these contracts;
The complexity of these contractual terms also requires the Company to make judgments in assessing fulfillment of its obligations under the contracts to recognise the revenue in line with the accounting policy adopted. • We have considered the revenue recognition policies of the Company in respect of those contracts and assessed the consistent application of these policies in light of the requirements of relevant accounting standards;
• We have tested the effectiveness of relevant controls over revenue from licence fees;
• We have selected sample transactions and performed substantive procedures with regard to revenue from licence fees by agreeing to the agreements and third party information received from the customers;
• We tested the transactions closer to the year end to check the recognition of revenue in the correct period; and
• evaluated the adequacy of the standalone financial statement disclosures required by Ind AS 115

OTHER INFORMATION

The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the revised financial statements and revised auditors report thereon.

Our opinion on the revised standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the revised standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the revised standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

MANAGEMENTS AND BOARD OF DIRECTORS/BOARD OF TRUSTEES RESPONSIBILITIES FOR THE REVISED STANDALONE FINANCIAL STATEMENTS

The Companys Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these revised standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective Management and Board of Directors of the Company/Board of Trustees of the employee welfare trust ("Trust") are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company/Trust and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the revised standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the revised standalone financial statements, the respective Management and Board of Directors/Board of Trustees are responsible for assessing the ability of Company/Trust to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors/Board of Trustees either intends to liquidate the Company/Trust or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors/Board of Trustees are responsible for overseeing the financial reporting process of the Company/Trust.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE REVISED STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the revised standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a revised auditors report that includes our revised opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these revised standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the revised standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our revised opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our revised opinion on whether the company has adequate internal financial controls with reference to revised financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of revised standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our revised auditors report to the related disclosures in the revised standalone financial statements or, if such disclosures are inadequate, to modify our revised opinion. Our conclusions are based on the audit evidence obtained up to the date of our earlier auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the revised standalone financial statements, including the disclosures, and whether the revised standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the revised standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our revised auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our revised report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

In accordance with the provisions of Standard on Auditing 560 (Revised) Subsequent Events issued by The Institute of Chartered Accountants of India, our audit procedures, in so far as they relate to the revision to the Standalone Financial Statements, have been carried out solely on this matter and no additional procedures have been carried out for any other events occurring after 19 May 2023 (being the date of our earlier audit report on the Original standalone financial statements).Our earlier audit report dated 19 May 2023 on the Original standalone financial statements is superseded by this revised report on the revised standalone financial statements.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except that the back-up of one of its ERP system which form part of the books of account and other relevant books and papers in electronic mode have not been maintained on the servers physically located in India.

c. The revised standalone balance sheet, the revised standalone statement of profit and loss (including other comprehensive income), the revised standalone statement of changes in equity and the revised standalone statement of cash flows dealt with by this revised Report are in agreement with the books of account.

d. In our opinion, the aforesaid revised standalone financial statements, read with note 34 therein and the Emphasis of Matter paragraph above, comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.

f. the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(A)(b) above.

g. With respect to the adequacy of the internal financial controls with reference to revised financial statements of the Company and the operating effectiveness of such controls, refer to our separate revised Report in "Annexure B".

B. With respect to the other matters to be included in the Revised Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its revised standalone financial statements - Refer Note 37 to the revised standalone financial statements.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

d (i) The management of the Company has represented to us that, to the best of its knowledge and belief, as disclosed in the Note 11.5 to the revised standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management of the Company has represented to us that, to the best of its knowledge and belief, as disclosed in the Note 11.5 to the revised standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act.

f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

C. With respect to the matter to be included in the Revised Auditors Report under Section 197(16) of the Act

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to one director is in excess of the limit laid down under Section 197 read with Schedule V of the Act, however necessary approval with respect to the same has been obtained by the Company (refer note 35 of the revised standalone financial statements). The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firms Registration No.: 101248W/W-100022
Jayanta Mukhopadhyay
Partner
Place: Kolkata Membership No.: 055757
Date: 27 July 2023 ICAI UDIN: 23055757BGYIIS6876

ANNEXURE A TO THE REVISED INDEPENDENT AUDITORS REPORT ON THE REVISED STANDALONE

FINANCIAL STATEMENTS OF SAREGAMA INDIA LIMITED FOR THE YEAR ENDED 31 MARCH 2023

(Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements section of our revised

report of even date)

This Report supersedes our Report dated 19 May 2023

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of

Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner over a period of 3 years. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the leases agreements are duly executed in favour of the lessee) disclosed in the revised standalone financial statements are held in the name of the Company.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventory, except goods-in-transit and stocks lying with third parties, has been physically verified by the management

during the year. For stocks lying with third parties at the year-end, written confirmations have been obtained and for goods- in-transit subsequent evidence of receipts has been linked with inventory records. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were more than 10% in the aggregate of each class of inventory

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company.

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year. The Company has made investments in companies and granted loans to companies and other parties during the year, in respect of which the requisite information is given below under respective sub-clauses. The Company has not made any investments in firms, Limited Liability Partnerships or any other parties. The Company has not granted loans, secured or unsecured to firms or Limited Liability Partnerships.

(a) Based on the audit procedures carried on by us and as per the information and explanations given to us the Company has provided loans to companies and other parties as below:

Particulars Loans
(Rs. in lakhs)
Aggregate amount during the year
- Subsidiaries 21.05
- Others 381.43
Balance outstanding as at balance sheet date
- Subsidiaries NIL
- Others 2,621.31

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made during the year and the terms and conditions of the grant of loans provided during the year are, prima facie, not prejudicial to the interest of the Company.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the loans given to subsidiaries are repayable on demand. As informed to us, the Company has not demanded repayment of the loan and interest during the year. Thus, there has been no default on the part of the party to whom the money has been lent. In case of interest free loans given to other parties, the repayment of principal has been stipulated, however no amount is due to be received during the year. Further, the Company has not given any advance in the nature of loan to any party during the year.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given. Further, the Company has not given any advances in the nature of loans to any party during the year.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan granted falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties. Further, the Company has not given any advances in the nature of loans to any party during the year.

(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment except for the following loans or advances in the nature of loans to its Promoters and related parties as defined in Clause (76) of Section 2 of the Companies Act, 2013 ("the Act"):

All Parties Related Parties
(Rs. in Lakhs) (Rs. in Lakhs)
Aggregate of loans/advances in nature of loan
- Repayable on demand (A) 21.05 21.05
- Agreement does not specify any terms or period of Repayment (B) - -
Total (A+B) 21.05 21.05
Percentage of loans/advances in nature of loan to the total loans 0.80% 0.80%

(iv) According to the information and explanations given to us and on the basis of examination of the records of the Company, the Company has not provided any guarantee or security during the year that would attract the provisions of Section 185 and Section 186 of the Act. In respect of the loan given to one director during the year, the Company has complied with the provisions of Section 185 of the Act. In our opinion and according to the information and explanations given to us, in respect of loan given and investments made by the Company, the provisions of Section 186 of the Act have been complied with.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Act in respect of its manufactured goods and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete. The Company is not required to maintain cost records under Section148(1) in respect of services rendered.

(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year

since effective 1 July 2017, these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues have been regularly deposited by the Company with the appropriate authorities, though there have been slight delays in a few cases of Provident Fund.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no statutory dues relating to Income-Tax, Goods and Service tax, Sales tax, Value Added tax, Duty of Customs or cess or other statutory dues which have not been deposited with the appropriate authorities on account of any dispute, expect as mentioned below:

Name of the statute Nature of the dues Amount (Rs. in lakhs)* Period to which the amount relates Forum where dispute is pending
Central Sales Tax Act, 1956 Sales Tax 1.62 2005-06 Joint Commissioner
2006- 07
Central Sales Tax Act, 1956 Sales Tax 0.54 1990-91 Deputy Commissioner
Central Sales Tax Act, 1956 Sales Tax 68.36 1999-00 Additional Commissioner
Central Sales Tax Act, 1956 Sales Tax 2.43 1998-99 Assistant Commissioner of
2008-09 Commercial/ Sales Taxes
West Bengal Sales Tax Act, 1994 Sales Tax 97.78 1989-90 Deputy Commissioner
1994-95
2000-01
Delhi Sales Tax Act, 1975 Sales Tax 1.55 1991-92 Deputy Commissioner of Commercial Taxes
Tamil Nadu

General Sales Tax Act, 1959

Sales Tax 6.75 1986-87 to 1991-92 Tamil Nadu Taxation Special Tribunal
Andhra Pradesh General Sales Tax Act, 1957 Sales Tax 3.28 2004-05 Deputy Commissioner
Kerala General Sales Tax Act, 1963 Sales Tax 0.35 2002-03 Deputy Commissioner of Commercial Taxes
Uttar Pradesh Trade Tax Act, 1948 Sales Tax 2.01 2005- 06

2006- 07

Joint Commissioner
Uttar Pradesh VAT Act, 2008 Sales Tax 3.46 2013-14 Additional Commissioner, Grade II (Appeal)
Central Sales Tax Act, 1956 Sales Tax 1.40 2013-14 Additional Commissioner, Grade II (Appeal)
Customs Act,1962 Custom 52.35 2003-04 to 2007-08, 2019-20 Commissioner of Customs
Income Tax Act,1961 Income Tax 1,546.59 2017-18 Commissioner of Income tax Appeals
Income Tax Act,1961 Income Tax 304.49 2019-20 Commissioner of Income tax Appeals
Goods and Services Tax Act, 2017 Goods and Services Tax 38.37 2017-18 Joint Commissioner of State Tax
Goods and Services Tax Act, 2017 Goods and Services Tax 41.34 2018-19 Joint Commissioner of State Tax

* Amounts are net of Rs.236.95 lakhs which has been deposited under protest by the Company.

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company,

the Company has not defaulted in repayment of loans and borrowing or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

(c) According to the information and explanations given to us by the management, the Company has not obtained any term loans during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries as defined under the Act.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries (as defined under the Act).

(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments).

Accordingly, clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given

to us, no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the revised standalone financial statements as required by the applicable accounting standards.

(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date for the period under audit.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause

3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) According to the information and explanations provided to us, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) has more than one CIC as part of the Group. The Group has five CICs as part of the Group

(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the revised standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the revised audit report that the Company is not capable of meeting its liabilities existing at the date of revised balance sheet as and when they fall due within a period of one year from the revised balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the revised audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the revised balance sheet date, will get discharged by the Company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

ANNEXURE B TO THE REVISED INDEPENDENT AUDITORS REPORT ON THE REVISED STANDALONE

FINANCIAL STATEMENTS OF SAREGAMA INDIA LIMITED FOR THE YEAR ENDED 31 MARCH 2023

Revised Report on the internal financial controls with reference to the aforesaid revised standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

(Referred to in paragraph 2(A)(g) under Report on Other Legal and Regulatory Requirements section of our revised report of even date)

This Report supersedes our Report dated 19 May 2023 OPINION

We have audited the internal financial controls with reference to revised financial statements of Saregama India Limited ("the Company") as of 31 March 2023 in conjunction with our audit of the revised standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to revised financial statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal financial controls with reference to revised financial statements criteria established by the Company considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note").

EMPHASIS OF MATTER

We draw attention to Note 1 and Note 34 of the revised standalone financial statements which describes the basis of revision and scheme of demerger respectively. As explained in detail therein, these revised standalone financial statements for the year ended 31 March 2023 have been prepared pursuant to the Scheme of Arrangement amongst and the Company and Digidrive Distributors Limited and their respective shareholders and creditors (the Scheme) for demerger of E-Commerce Distribution Business along with identified non-core assets of the Company (the "Demerged Undertaking") from the specified appointed date i.e. 1 April 2022, as approved by the National Company Law Tribunal ( NCLT), Kolkata Bench, vide order dated 22 June 2023 ("Order"). A certified copy of the Order sanctioning the Scheme has been filed by the Company with the Registrar of the Companies, Kolkata on 12 July 2023. We further draw attention to the fact that in accordance with the scheme approved by NCLT, the Company has given effect to the Scheme from the retrospective appointed date i.e. 1 April 2022 which overrides the relevant requirement of applicable generally acceptable accounting principles in India (according to which the scheme would have been accounted for from 22 June 2023). The financial impact of the aforesaid treatment has been disclosed in the note 34.

We issued a separate auditors report dated 19 May 2023 to the members of the Company on the standalone annual financial statements of the Company for the year ended 31 March 2023 which were first approved by the Board of Directors on 19 May 2023 ("Original standalone financial statements"). The aforesaid petition having been approved subsequently, the Company has now prepared revised standalone financial statements incorporating the impact of the demerger with effect from 1 April 2022. Consequently, our revised audit report is with reference to the revised financial statements.

Our opinion is not modified in respect of above matters

MANAGEMENTS AND BOARD OF DIRECTORS RESPONSIBILITIES FOR INTERNAL FINANCIAL CONTROLS

The Companys Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to revised financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys internal financial controls with reference to revised financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under

Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to revised financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to revised financial statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to revised financial statements and their operating effectiveness. Our audit of internal financial controls with reference to revised financial statements included obtaining an understanding of internal financial controls with reference to revised financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the revised standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to revised financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO REVISED FINANCIAL STATEMENTS

A companys internal financial controls with reference to revised financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of revised standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to revised financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of revised standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the revised standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO REVISED FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference to revised financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to revised financial statements to future periods are subject to the risk that the internal financial controls with reference to revised financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OTHER MATTER

In accordance with the provisions of Standard on Auditing 560 (Revised) Subsequent Events issued by The Institute of Chartered Accountants of India, our audit procedures, in so far as they relate to the revision to the Standalone Financial Statements, have been carried out solely on this matter and no additional procedures have been carried out for any other events occurring after 19 May 2023 (being the date of our earlier audit report on the Original standalone financial statements). Our earlier audit report dated 19 May 2023 on the Original standalone financial statements is superseded by this revised report on the revised standalone financial statements.

For B S R & Co. LLP
Chartered Accountants
Firms Registration No.: 101248W/W-100022
Jayanta Mukhopadhyay
Partner
Place: Kolkata Membership No.: 055757
Date: 27 July 2023 ICAI UDIN: 23055757BGYIIS6876