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The Members,

Your Directors are pleased to present their 44^th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2023 and the Auditors Report thereon.

1. Business Performance

(Rs. In Lakhs)

2. Operations and Future Plans

During the year under review the Company's Turnover has decreased from Rs. 480.00 Lakhs in FY 21-22 to Rs. 141.22 Lakhs in FY 22-23 and the expenses during the year has decreased from Rs. 475.73 Lakhs in FY 21-22 to Rs. 163.47 Lakhs in FY 22-23. However, there is net loss in the Company of Rs. (22.25) Lakhs as compared to net profit of Rs. Rs. 4.27 Lakhs in the previous year.

Your Company is optimistic about the coming year. Since the Company is trying to reduce cost and expand its business, your directors are hopeful that the results will be more encouraging.

3. Dividend

The Board of Directors has considered it prudent not to recommend any dividend for the Financial Year under review.

4. Share Capital

The Issued, Subscribed & Paid up Capital of the Company as on March 31, 2023 stands at Rs. 40142125 Divided into 40142125 Equity Shares of Rs. 1/- each. During the period under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity.

The Company Issued 37467795 Physical equity shares Pursuant to merger with Epuja Web Solution Private Limited which is approved by the Mumbai National Company law Tribunal on the 8^th May 2023,

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

5. Transfer to Reserve

The Board does not propose to make transfer to reserves for the year 2022-23 and instead intends to retain the net profit in the Profit & Loss Account for the year ended 31^st March, 2023.

6. Directors and Key Managerial Personnel

? In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Sunil Kumar (DIN: 08324531), Director of the Company retires by rotation and following New Directors appointing at the Annual General Meeting and being eligible, seeks re- appointment.

? All Independent Directors have furnished to the Company a declaration under Section 149(7) of the Companies Act, 2013 stating that they meet criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.

7. Declarations By Independent Directors-

The Independent Directors have given declarations that they meet the criteria of independence as per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Board of Director declares that the Independent Directors in the opinion of the Board are: a) Persons of integrity and they possess relevant expertise and experience; b) Not a promoter of the Company or its holding, subsidiary or associate company; c) Have/had no pecuniary relationship with the company, its holding, subsidiary or associate company or promoter or directors of the said companies during the two immediately preceding financial year or during the current financial year; d). None of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoter or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year e) Who, neither himself nor any of his relatives (i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; (ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of (A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm; (iii) Holds together with his relatives two percent or more of the total voting power of the company; or is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. Or more of the total voting power of the company; or possess Such other qualifications as prescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

During the year ended March 31, 2023, Five (5) Board Meetings were held by the Company on 30^th May, 2022; 1st August, 2022; 28^th October, 2022; 1^st December, 2022; and 31^th January, 2023.

Currently, the Company has three (3) Committees namely Audit Committee, Nomination and Remuneration Committee & Stakeholders' Relationship Committee. The detailed composition of various Committees is elucidated below:

i) Audit Committee

The Audit Committee comprises of three Directors namely, Mr. Tanuraj Adhikari (Non-Executive, Independent) Mrs. Poonam Arora (Non-Executive, Independent) and Mr. Abhishek Parashar (Non-Executive, Independent). The Chairperson of the Committee is Mr. Tanuraj Adhikari who is an Independent, Non-Executive Director. The recommendations of the Audit Committee are always welcomed and accepted by the Board & all the steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. During the period ended 31^st March, 2023 following meetings held: 30th May, 2022; 1st August, 2022; 28th October, 2022; and 31th January, 2023.

ii) Nomination & Remuneration Committee

The Committee was constituted in accordance with the provisions under Section 178 of the Companies Act, 2013. The Committee consists of three (3) Members, namely Mr. Tanuraj Adhikari (Non-Executive, Independent) Mrs. Poonam Arora (Non-Executive, Independent) and Mr. Abhishek Parashar (Non-Executive, Independent). The Committee is chaired by Mr. Tanuraj Adhikari. During the year ended 31^st March, 2023, Two (2) Committee Meeting was held on 30^th may 2022 and 31^st January 2023.

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is annexed as "Annexure A" to this report. The same has also been available in the website of the Company i.e. https://www.sagarproductions.com/Policies.php

Nomination & Remuneration Committee provided details of Key Managerial person remuneration in the Annexure-B

iii) Stakeholders' Relationship Committee

The Committee oversees all the matters relating to Stakeholders' grievances/complaints. The role of the Committee is to consider & resolve securities holders' complaint. The Committee consists of three members, namely Mr. Tanuraj Adhikari (Non-Executive, Independent) Mrs. Poonam Arora (Non-Executive, Independent) and Mr. Abhishek Parashar (Non-Executive, Independent). The Committee is chaired by Mr. Abhishek Parashar. During the year ended 31^st March 2023, One Committee Meeting was held on 30^th May 2022.

Your Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors confirming that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. v) Internal Control Systems and their Adequacy

The Management continuously reviews the internal control systems and procedures for the proficient conduct of the Company's business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses. The Internal Auditor of the Company conducts the audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems. Apart from the above, the Company in consultations with the external and independent consultants adopted a policy for development and implementation of risk management for the company including identification of elements of risk, if any, that may threaten the existence of the Company and a mechanism to mitigate the same.

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year ended March 31, 2023, there is no change in the Business. After that addition in the nature of business of the Company. The Company continues to operate in the Media Sector and following New object will be added with the approval in board meeting held in 06^th September, 2023 pursuant to approval of shareholder in the Annual General Meeting Held on 28^th September 2023,

1) "To carry on in India or elsewhere the business of all kinds of sports, gaming, fitness, gyms, sports caf? or any other genre for maximizing commercial and social benefit, import, export, producing, packaging, marketing all kinds of sport/fitness related merchandise, products, equipment, accessories, supplements, nutrition, wellness, medication, producing, executing, marketing, conceptualizing all formats of sports related materials in existing and, available in future, formats, including but not restricted to gaming, TV, cable, internet, mobile, radio, print etc. managing, promoting, marketing celebrities in entertainment and sports internationally as well as manufacturing and marketing, importing, exporting entertainment/sports/fitness related toys, memorabilia, products, themes and IPR concepts.

2)To carry on business in India and abroad of providing online and offline all types of astrological, horoscope services, solutions, consultation, guidance, knowledge and support to the customers according to their faith, religion and desires, and to provide buy, sell, design, import, export, manufacture all types of spiritual products, gems, stones, idols, malas, jewellery as may be necessary to complete astrological solutions given with different method of astrology customers and to develop astrology software."

As required under Section 134(3) (a) &Section 92(3) of the Act, the Annual Return is put up on the Company's website and can be accessed at https://www.sagarproduction.com/ & Extracts of the Annual return in form for the Financial Year 2022-23 is uploaded on the website of the Company and can be accessed at https://www.sagarproduction.com/ ix) Prevention of Sexual Harassment Policy

In order to prevent sexual harassment at workplace, your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made thereunder. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

The Auditors' Report for FY 2022-23 as submitted by M/s. S C Mehra & Associates, the Statutory Auditors of the company. The Auditors' Report forming a part of this Annual Report and neither contains any qualification, reservation nor adverse remark.

The shareholders had at the Thirty Nine AGM of the Company appointed M/s. S C Mehra & Associates, Chartered Accountants (Firm Registration Number: 106156W) as Statutory Auditors of the Company to hold office from the conclusion of the 39^th AGM till the conclusion of the 44^th AGM. They have under Section 139 of the Act and the Rules framed thereunder furnished a certificate of their eligibility. M/s. S C Mehra & Associates, Chartered Accountants retiring by Rotation, subsequent to which M/s. S D P M & Co., Chartered Accountants (Firm Registration Number: 126741W) were appointed as Statutory Auditors of the Company in board meeting held on 20^th June, 2023 subject to approval of shareholder's meeting held on 28^th September, 2023 from 44^th Annual General Meeting to conclusion of 49^th Annual General Meeting.

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed VRG & Associates Practising Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report is attached herewith marked as "Annexure C" and forms an integral part of this report.

M/s. Lakhpat M. Trivedi & Co., Chartered Accountants, Mumbai (Registration No. 109047) was appointed as Internal Auditor of the Company for the FY 2022-2023 and the Internal Audit Report prepared by them was placed before the Audit Committee.

Further that Board of Directors appointed M/s. Umangi Bhavsar & Associates as Internal Auditor of the company in the Board meeting held on 20^th June 2023 for the year FY 2023-2024.

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The policy has been hosted on Company's website www.sagarproductions.com .

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

During the year, there were no related party transactions made in the Company, therefore Form AOC-2 is not applicable to the Company. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: https://www.sagarproduction.com/

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements.

During the year ended March 31, 2023 the Company was in a process of amalgamation of Epuja Web Solution Private Limited To Sagar Production Limited, The Hon'able National Company Law Tribunal Mumbai Bench, has approved amalgamation of Epuja Web Solution Private Limited to Sagar Production Limited on dated 08^th May, 2023 and certified true copy received on 15^th May, 2023.

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company; hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE807D01030 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

As on March 31, 2023, 99.99% of the paid up Equity Share Capital stands in Demat mode and the remaining 0.01% Equity Shares were held in physical mode, the details of which are as follows:

The Company does not have any Subsidiary Company.

Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, every listed Company is required to have a Vigil Mechanism/ Whistle Blower Policy for the Directors and employees to report their concerns and grievances. The Company has a Whistle Blower Policy in place and the same is also available on the web-site at the web-link http://www.sagarproductions.com/images/pdf/Whistle%20Blower%20Policy.pdf

The Audit Committee of Directors are entrusted with the responsibility to oversee the Vigil mechanism.

In terms of Regulation 15(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of schedule V shall not be applicable in respect of companies having paid up equity share capital not exceeding Rs.10 crore and Net worth not exceeding Rs.25 crore as on the last day of the financial year.

As on March 31, 2023, the Equity Share Capital is Rs. 4,01,42,125 and Net worth is Rs. 606.48 Lakhs. However Pursuant to merger the paid up capital of the company has been increased to Rs.7,76,09,920.

Hence, the company is not providing a separate report on corporate governance, and also a certificate from the Company's Auditors confirming the compliance of Corporate Governance. However, the

Company continues to adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.

Pursuant to the approval given on April 10, 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. The Company is in compliance with the same.

During the year ended 2023 no material orders passed by any authority or regulators.

The Hon'able National Company Law Tribunal Mumbai Bench has approved amalgamation of Epuja web solution private limited to Sagar production limited, on dated 08^th may, 2023 and certified true copy received on 15th May, 2023.

Management Discussion and Analysis Report is appended to this Annual Report.

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2022 23.

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

During the year ended March 31, 2023 the Company was in a process of amalgamation of Epuja Web Solution Private Limited to Sagar Production Limited, Hon'able National Company Law tribunal Mumbai, has approved amalgamation of Epuja Web Solution Private Limited to Sagar Production Limited on dated 08^th may, 2023 and certified true copy received on 15^th May, 2023. xxvii) Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

Independent Directors will be appointed based on the criteria mentioned under section 149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of the Companies Act, 2013, rules made thereunder & Listing Agreements entered with Stock Exchanges.

KMP will be appointed by the resolution of the Board of Directors of the Company, based on qualifications, experience and exposure in the prescribed field. Removal of the KMP will also be done by the resolution of Board of Directors of the Company. Appointment/ Removal will be in accordance with the provisions of the Companies Act, 2013, rules made thereunder and Listing Agreements entered with Stock Exchanges.

Senior Executive will be appointed by the Chairman and the Managing Director and/or Executive Director of the Company based on their qualifications, experience and exposure. Removal of the Senior Executives will also be by Chairman, Managing Director and/or Executive Director. Further, appointment and removal will be noted by the Board as required under clause 8(3) of Companies (Meeting of Board and its Powers) Rules, 2014.

The following will be the guiding factors with respect to remuneration to Directors, Key Managerial Personnel and other employees

(A) The objective of policy is directed towards having a compensation philosophy and structure that will reward and retain talent; (B) Remuneration to Key Managerial Personnel and other employees will have a balance between fixed and incentive pay reflecting both short- and long-term performance objectives appropriate to the working of the Company and its goals and objectives. Such remuneration will generally comprise of fixed pay, bonus, ex-gratia, perquisites and other work-related benefits; (C) The Remuneration to the key managerial personnel and other employees will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and also the market conditions in the employment market.

1. The remuneration of each Director/KMP of the Company for the Financial year 2022-2023 is specified herewith: (In Lakhs)

# Ratio of Remuneration of each director to the median remuneration of the employee is calculated on basis of gross salary.

* The Non-Executive Independent Directors of the Company are entitled to sitting fees as per the statutory provisions and within the limits approved by the shareholders.

@ Key Managerial Personnel (KMP).

2. It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.

3. Increase in the managerial remuneration and justification thereof - The managerial remuneration is increased in the Financial year 2022-2023. The managerial remuneration paid to the Director/ Directors is as per section 197 and Schedule V of the Companies Act 2013 and amendments thereon as approved by Board of Directors and shareholders of the company.