Directors Report of Epuja Spiritech Ltd.

Mar 31, 2025

Your Directors are pleased to present their 46^th Annual Report together with the Audited Financial Statements for the
financial year ended March 31, 2025 and the Auditors Report thereon.

1. Business Performance

(Rs. Tn Lacs)

	STANDALONE		CONSOLIDATED
PARTICULARS	YEAR ENDED	YEAR ENDED	YEAR ENDED
	31.03.2025	31.03.2024	31.03.2025
Revenue from operations	864.70	95.91	864.70
Other income	7.47	6.67	7.47
Gross Income	872.17	102.58	872.17
Total Expenses	840.12	150.52	840.42
Net Profit Before Tax	15.84	(47.93)	15.54
Provision for Tax	-	-	-
Net Profit After Tax	15.77	(47.99)	15.46

2. Performance of the Company

• Standalone Financial Performance

During the year under review the Company’s Turnover was Rs. 872.17 Lakhs in FY 2024-25 as compared to Rs. 102.58
Lakhs in FY 23-24 and the profit for the year is Rs. 15.77 Lakhs as compared to loss of Rs. 47.99 lakhs in previous
financial year.

• Consolidated Financial Performance

During the year under review the total consolidated turnover of the Company was Rs. 872.17 Lakhs in FY 2024-25.
and the consolidated profit for the year is Rs. 15.47 Lakhs.

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 2024-2025
under review.

4. Share Capital

The Issued, Subscribed & Paid up Capital of the Company as on March 31, 2025 stands at Rs. 8,54,79,042 Divided
into 8,54,79,042 Equity Shares of Rs. 1/- each. During the period under review, the Company has not issued shares
with differential voting rights.

• Warrants

The Company Issued 9,58,56,475 warrants convertible into 9,58,56,475 equity shares of Rs. 1/- each at price not less
than 3.40/- to non-promoter on a preferential basis on following tranches: 1. 21/03/2024 2. 26/03/2024 3. 29/03/2024
4. 02/04/2024. Further this warrants were convertible within 18 months.

Out of 9,58,56,475 warrants total 78,69,122 warrants were converted into equity shares during the financial year 2024¬
25 and 35,76, 471 warrants were converted into equity shares from 31^st March, 2025 to the date of this report.

• Employee Stock Option Plan

After the closure of financial year under review, the Board at its meeting held on August 20, 2025, has approved
introduction of a scheme named “Epuja Spiritech Employee Stock Option Scheme 2025” to reward its employees for
delivering long term sustainable performance and to motivate them to contribute to the overall corporate growth,
profitability and to augment shareholders’ value. The scheme will be placed before the shareholders for their approval
at the ensuing Annual General Meeting.

Upon receipt of necessary approvals from the stock exchange viz. BSE Limited and the shareholders, the scheme will
be implemented in accordance with the provisions of Section 62 of the Companies Act, 2013, Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time.

• Confirmations:

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 2024-25 and instead intends to retain the net profit
in the Profit & Loss Account for the year ended 31^st March, 2025.

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. Chetan Merchant (DIN: 06863321), Director of the Company retires by rotation and being eligible, offers himself
for re-appointment as a Director.

• Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,
2025 are: Mr. Chetan Merchant managing Director, Mr. Rikin Jitendra Parekh Chief Financial Officer, Mr. Shiva
Kumar as a Chief Executive officer and Ms. Deeksha Pathak as Company Secretary.

• Mr. Shailendra Omprakash Mishra (DIN: 07373830), was appointed as a Non-Executive & Independent Director of
the Company effective from August 13, 2025 for a period of five years, not liable to retire by rotation, subject to
approval of the members.

Members’ approval for his appointment as an Independent Director, under Sections 149 and 152 of the Companies Act,
2013 and under Regulation 17(1A) and Regulation 25 of Listing Regulations has been sought in the Notice convening
the 46th Annual General Meeting of the Company.

• 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.

• None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013.
Your Directors have made necessary disclosures to this effect as required under Companies Act, 2013.

7. Evaluation of Board and Senior Management

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.

8. Meetings of the Board

During the year ended March 31, 2025, Eleven (11) Board Meetings were held by the Company in the year 2024-2025.
All the details of Board Meeting dates given in the Annexure- A. The intervening gaps between the Meetings were
within the period prescribed under the Companies Act, 2013 and Listing Regulations.

9. Details of Committees of the Board

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

As on March 31, 2025 the Audit Committee comprises of three Directors namely Mr. Prakash Gandhi (Non¬
Executive, Independent Director) Ms. Pooja Hemang Khakhi (Non-Executive, Independent Director) and Mr.
Sridhar Natrajan Chandrasekharan (Non-Executive, Independent Director).

On August 13, 2025 the Audit Committee was reconstituted comprising of three Directors namely Mr. Prakash
Gandhi (Non-Executive Director) Ms. Pooja Hemang Khakhi (Non-Executive, Independent Director) and Mr.
Shailendra Omprakash Mishra (Non-Executive, Independent Director). The Chairperson of the Committee is
Ms. Pooja Hemang Khakhi 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.

ii) Nomination & Remuneration Committee

The Committee consists of three (3) Members, namely Mr. Avinash Madhav Sonawane (Non-Executive,
Independent) Mrs. Shivakumar (Executive Director) and Mr. Chetan Merchant (Managing Director). The
Committee is chaired by Mr. Avinash Madhav Sonawane. On account of appointment of new Director on
August 13, 2025 the Nomination & Remuneration Committee was reconstituted in accordance with the
provisions under Section 178 of the Companies Act, 2013. The Committee consists of three (3) Members,
namely Mr. Shailendra Omprakash Mishra (Non-Executive, Independent Director), Mr. Prakash Gandhi (Non¬
Executive Director) and Ms. Pooja Hemang Khakhi (Non-Executive, Independent Director). The Committee
is chaired by Mr. Shailendra Omprakash Mishra.

Nomination and Remuneration Committee Policy

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 B” to this report. The same has also been available in the website of the Company
i.e. https://www.sagarproduction.com/

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

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. As on March 31, 2025 the Committee was
consists of three members, namely Mr. Omprakash Brijnath Singh (Non-Executive, Independent Director) Mr.
Rikin Jitendra Parekh (Director & CFO) and Mr. Chetan Merchant (Managing Director).

Upon reconstitution of Committee on August 13, 2025 now the Committee consists of three members, namely
Mr. Shailendra Omprakash Mishra (Non-Executive, Independent Director), Mr. Prakash Gandhi (Non¬
Executive Director) and Ms. Pooja Hemang Khakhi (Non-Executive, Independent Director). The Committee
is chaired by Mr. Shailendra Omprakash Mishra.

10. Declaration of Independence from Independent Directors

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.

11. Familiarisation Programme for the Independent Directors

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarisation Programme
for Independent Directors to familiarise them with the working of the Company, their roles, rights and responsibilities
vis-a-vis the Company, the industry in which the Company operates, business model etc., alongwith updating on various
amendments in the Listing Regulations and the Companies Act, 2013.

The policy on Familiarisation Programme is uploaded on the website of the Company
https ://www.sagarproduction.com/

12. 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.

13. Directors’ Responsibility Statement

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.

14. Change in the Nature of Business

During the year ended March 31, 2025, there is no change in the nature of Business.

15. Extract of Annual Return

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 2024-25 is uploaded on the website of the Company and can be accessed at https://www.sagarproduction.com/

16. 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.

17. Statutory Auditors & their Report

The Auditors’ Report for FY 2024-25 as submitted by M/s. S D P M & Co., Chartered Accountants (Firm Registration
Number: 126741W), 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.

18. Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of
Directors have appointed Megha Samdani Practising Company Secretary as Secretarial Auditors to undertake
secretarial audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report is attached
herewith marked as “Annexure E” and forms an integral part of this report.

Secretarial Auditor Observations	Management Comments
During the secretarial audit for the financial year under review, it was observed that the Company was fined Rs. 930000 for delayed submission of Consolidated Financial Result for the Quarter ended December 31st, 2024 by BSE.	The Subsidiary Company have not infused the fund in the bank account therefore the Consolidated Result are delayed. Moreover the company have paid the fine
During the secretarial audit for the financial year under review, it was observed that the Company was fined Rs. 2000 for delayed submission of Shareholding pattern as per regulation 31 of SEBI (LODR) Regulation, 2015 by BSE	The Board clarified that due to some unforeseeable technical error the Shareholding pattern as per regulation 31 of SEBI (LODR) Regulation, 2015, delayed by one day.

19. Internal Auditor:

M/s. Umangi Bhavsar & Associates appointed as Internal Auditor of the company. She submitted Internal Audit report
for the FY 2024-2025 to the Audit Committee and the same approved by the Audit Committee.

20. Risk Management

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 https://www.sagarproduction.com/ .

21. Public Deposits

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.

22. Particulars of Contracts/ Arrangements with Related Party

All the related party transactions were entered into in the ordinary course of business on an arm’s length basis. Hence,
no disclosure in Form AOC-2 is necessary and the same does not form part of this report. For details of the transactions
with related party entered into in the ordinary course of business on an arm’s length basis, refer to the Note 3.5 of the
financial statements.

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/

23. Particulars of Loans, Guarantees or Investments by the Company under section 186

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

24. Material Changes affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company have occurred between
the end of the financial year to which these financial statements relate and the date of this report.

25. Corporate Social Responsibility Committee

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.

26. Dematerialisation of Shares

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, 2025, 90.80% of the paid up Equity Share Capital stands in Demat mode the details of which are as
follows:

Particulars	No. of Shares	% of Total Capital
Held in Demat form with CDSL	62746280	73.41%
Held in Demat form with NSDL	14861837	17.39%
Held in physical mode	7870925	9.20%

The Company had Issued 9,58,56,475 warrants convertible into 9,58,56,475 equity shares of Rs. 1/- each at price not
less than 3.40/- to non-promoter on a preferential basis. Out of which total 78,69,122 Warrant are converted into equity
shares as on 31^st March, 2025 and total 1,14,45,593 Warrant are converted into equity shares till the date of this Report.

The Company has applied to BSE for listing and trading approval for the warrants converted into equity shares as
above. As on 31^st March, 2025 the Company have not received the listing approval from BSE, but as on the date of this
report the company have received the listing approval for 52,07,358 equity shares and these shares are credited to the
allotee and 26,61,764 equity shares are pending for listing approval from BSE, therefore 26,61,764 shares are included
in the shares “Held in physical mode”.

27. Subsidiary Companies

As on March 31, 2025 The Company has a subsidiary company named Epuja Softech Private Limited which was
incorporated on 10^th May 2024.

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with Rules framed thereunder
and Listing Regulations, your Company has prepared Consolidated Financial Statements of the Company and its
Subsidiaries and a separate statement containing salient features of financial statement of Subsidiaries forms part of the
Annual Report.

28. Vigil Mechanism/Whistle Blower Policy

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 https://www.sagarproduction.com/

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

29. Corporate Governance

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, 2025, the Equity Share Capital is Rs. 854.79 Lakhs and Net worth is Rs. 1966.04 Lakhs. 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.

30. Secretarial Standards of ICSI

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.

31. Significant and Material Orders Passed by the Regulators or Courts:

During the year ended 31^st March, 2025, no significant and material order was passed by regulators or courts or tribunals
impacting the going concern status and company’s operations in future.

32. Management Discussion and Analysis

Management Discussion and Analysis Report is appended to this Annual Report as Annexure E.

33. Particulars of Employees

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 2024-25.

34. Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo

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.

35. Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the financial period under review, no application is made or pending under the Insolvency and Bankruptcy
Code, 2016 (“IBC 2016”) against the Company.

36. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors and/or Secretarial
Auditors to report to the Audit Committee, Board and/or Central Government under Section 143(12) of the Companies
Act, 2013 and Rules framed thereunder.

37. Insurance

The Company takes a very pragmatic approach towards insurance. Adequate cover has been taken for all movable and
immovable assets for various types of risks.

38. Industrial Relations/Personnel

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through
continuous efforts, the Company invests and improvises development programmes for its employees.

39. The details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

No such instance of One-time settlement or valuation was done while taking or discharging loan from the
Banks/Financial Institutions occurred during the year.

40. 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.

Registered Office: By Order of the Board of Directors

606, Floor -6, Plot -A-2, Marathon Icon, For Epuja Spiritech Limited

Off, ganpatrao Kadam Marg, Opp (Formerly known as Sagar Production Limited)

Peninsula Corporate Park., Lower Parel
(W) Mumbai-400013 India

Place: Mumbai Sd/- Sd/-

Date: 23.08.2025 Chetan Merchant Rikin Jitendra Parekh

DIN:06863321 DIN: 03556468

Managing Director Director and CFO

---

Mar 31, 2024

Your Directors are pleased to present their 45^th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2024 and the Auditors Report thereon.

1. Business Performance

Tn T.arRi

PARTICULARS	YEAR ENDED 31.03.2024	YEAR ENDED 31.03.2023
Revenue from operations	95.91	141.22
Other income	6.67	0
Gross Income	102.58	141.22
Total Expenses	150.52	160.54
Net Profit Before Tax	(47.93)	(21.51)
Provision for Tax	-	-
Net Profit After Tax	(47.99)	(22.25)

2. Operations and Future Plans

During the year under review the Company’s Turnover has decreased from Rs. 141.22 Lakhs in FY 22-23 to Rs. 95.91 Lakhs in FY 23-24 and the expenses during the year has decreased from Rs. 160.54 Lakhs in FY 22-23 to Rs. 150.52 Lakhs in FY 23-24. However, there is net loss in the Company increased from Rs. (22.25) Lakhs in FY 22-23 to Rs. (47.99) in the FY 23-24.

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 2023-2024 under review.

4. Share Capital

The Issued, Subscribed & Paid up Capital of the Company as on March 31, 2024 stands at Rs. 7,76,09,920 Divided into 7,76,09,920 Equity Shares of Rs. 1 /- each. During the period under review, the Company has not issued shares with differential voting rights.

On the 28^th October 2023 Shareholder of the company approved increase in Authorized capital of the company from Rs. 8,00,00,000 divided into 8,00,00,000 equity shares of Rs. 1 (Rupees One only) each to Rs. 20,00,00,000 (Rupees Twenty Crore only) divided into 20,00,00,000 Equity Shares of Rs. 1 (Rupees One only) each

The Company Issued 9,58,56,475 warrants convertible into 9,58,56,475 equity shares of Rs. 1/- each at price not less than 3.40/- to non-promoter on a preferential basis on following tranches: 1. 21/03/2024 2. 26/03/2024 3. 29/03/2024 4. 02/04/2024. Further this warrants convertible within 18 months.

Out of 9,58,56,475 warrants, 5,00,001 warrants converted in to equity shares on 30^th June 2024 after that share capital of the company increased by 5,00,001 shares. i.e. total share capital of the company on 30^th June 2024 was 7,81,09,921.

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 2023-24 and instead intends to retain the net profit in the Profit & Loss Account for the year ended 31^st March, 2024.

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. Prakash Chandrakumar Gandhi (DIN: 08856417), Director of the Company retires by rotation and following New Directors appointing at the Annual General Meeting and being eligible, seeks re- appointment.

Name	Designation
1. Mr. Uday Tardalkar (DIN: 00205409)	Additional Independent Director

• Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are: Mr. Chetan Merchant managing Director, Mr. Rikin Jitendra Parekh Chief Financial Officer, Mr. Shiva Kumar as a Chief Executive officer and Ms. Deeksha Pathak as Company Secretary.

• 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) 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.

i) Board Evaluation

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.

ii) Meetings of the Board

During the year ended March 31, 2023, Twelve (12) Board Meetings were held by the Company in the year 2023-2024. All the details of Board Meeting dates given in the Annexure- A

iii) Details of Committees of the Board

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. Prakash Gandhi (Non-Executive, Independent Director) Ms. Pooja Hemang Khakhi (Non-Executive, Independent Director) and Mr. Sridhar Natrajan Chandrasekharan (Non-Executive, Independent Director). The Chairperson of the Committee is Mr. Prakash Gandhi 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, 2024 following meetings held: 22.05.2023, 14.08.2023, 28.09.2023, 11.11.2023, 14.02.2024

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. Avinash Madhav Sonawane (NonExecutive, Independent) Mrs. Shivakumar (Executive Director) and Mr. Chetan Merchant (Managing Director). The Committee is chaired by Mr. Avinash Madhav Sonawane. During the year ended 31^st March, 2024, Two (2) Committee Meeting was held on 06 September 2023 and 4^th January 2024.

Nomination and Remuneration Committee Policy

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 B” 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-D

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. Omprakash Brijnath Singh (Non-Executive, Independent Director) Mr. Rikin Jitendra Parekh (Director & CFO) and Mr. Chetan Merchant (Managing Director). The Committee is chaired by Mr. Omprakash Brijnath Singh (Non-Executive, Independent Director) during the year ended 31^st March 2024, One Committee Meeting was held on 14^th August 2023.

iv) Declaration of Independence from Independent Directors

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.

vi) Directors’ Responsibility Statement

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.

vii) Change in the Nature of Business

During the year ended March 31, 2024, there is 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 adopted with the approval of shareholder meeting held in 28^th September, 2023.

1) “To carry on in India or elsewhere the business of all kinds of sports, gaming, fitness, gyms, sports cafe 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.”

viii) Extract of Annual Return

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 2023-24 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.

x) Auditors & their Report

The Auditors’ Report for FY 2023-24 as submitted by M/s. S D P M & Co., Chartered Accountants (Firm Registration Number: 126741W), 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.

a) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed Megha Samdani Practising Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended March 31, 2024. The

Secretarial Audit Report is attached herewith marked as “Annexure E” and forms an integral part of this report.

b) Internal Auditor:

M/s. Umangi Bhavsar & Associates appointed as Internal Auditor of the company. She submitted Internal Audit report for the FY 2023-2024 to the Audit Committee and the same approved by the Audit Committee.

xi) Risk Management

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 .

xii) Public Deposits

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.

xiii) Particulars of Contracts/ Arrangements with Related Party

During the year, there were related party transactions made in the Company, therefore Form AOC-2 is attached as Annexure C. 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/

xiv) Particulars of Loans, Guarantees or Investments by the Company under section 186

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

xv) Material Changes affecting the financial position of the Company

During the year 2023-2024 Company was in a process of amalgamation of Epuja Web Solution Private Limited with Sagar Production Limited, The Hon’able National Company Law Tribunal Mumbai Bench, has approved amalgamation of Epuja Web Solution Private Limited with Sagar Production Limited on dated 08^th May, 2023 and certified true copy received on 15^th May, 2023.

xvi) Corporate Social Responsibility Committee

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.

xvii) Dematerialisation of Shares

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, 2024, 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:

Particulars	No. of Shares	% of Total Capital
Held in Demat form with CDSL	62843560	80.97%
Held in Demat form with NSDL	14764557	19.02%
Held in physical mode	1,803	0.023

xviii) Subsidiary Companies

On the 14^th February 2024 board of directors considered and approved incorporation of subsidiary of Epuja Spiritech Limited under name Epuja Softech Private Limited which is incorporated on 10^th May 2024.

xix) Vigil Mechanism/Whistle Blower Policy

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.

xx) Corporate Governance

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, 2024, the Equity Share Capital is Rs. 7,76,09,920 and Net worth is Rs. 1669.15 Lakhs. 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.

xxi) Secretarial Standards of ICSI

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.

xxii) Significant and Material Orders Passed by the Regulators or Courts:

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.

xxiii) Management Discussion and Analysis

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

xxiv) Particulars of Employees

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 2023-24.

xxv) Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo

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.

xxvi) Scheme of Amalgamation

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.

Registered Office: By Order of the Board of Directors

606, Floor -6, Plot -A-2, Marathon For Epuja Spiritech Limited

Icon, Off, ganpatrao Kadam Marg, (Formerly known as Sagar Production Limited)

Opp Peninsula Corporate Park.,

Lower Parel (W) Mumbai-400013 India

Sd/-

Place: Mumbai Deeksha Pathak

Date: 04.09.2024 Company Secretary and Compliance Officer

---

Mar 31, 2018

The Members,

SAGAR PRODUCTIONS LIMITED

The Directors are pleased to present their 39^th Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2018 and the Auditors Report thereon.

1. Business Performance

(Rs. In Lacs)

PARTICULARS	YEAR ENDED 31.03.2018	YEAR ENDED 31.03.2017
Revenue from operations	95,555,569	50,472,500
Other income	20,340	-
Gross Income	95,575,909	50,472,500
Total Expenses	90,687,126	45,394,453
Net Profit Before Tax	4,888,783	5,078,047
Provision for Tax	(1,000,000)	1,000,000
Net Profit After Tax	5,888,783	4,078,047

2. Operations and Future Plans

During the year under review the Company’s Turnover has increased from Rs. 504.72 Lakhs to Rs. 955.56 Lakhs and profit for the year was also increased from Rs. 40.78 Lakhs to Rs. 58.89 Lakhs. Your Company is optimistic about the coming year. Since the Company is trying to expand its business, your Directors are hopeful that the results will be more encouraging.

3. Dividend

Your Board has recommended a dividend of Re. 0.03 (3%) per share on 4,01,42,125 Equity shares for the financial year ended 31^st March, 2018. The dividend, if declared, by the Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members of the Company.

4. Share Capital

The Issued, Subscribed & Paid up Capital of the Company as on March 31, 2018 stands at Rs. 4,01,42,125/- divided into 4,01,42,125 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.

5. Transfer to Reserve

The Board does not propose to make transfer to reserves for the year 2017-18 and instead intends to retain the net profit in the Profit & Loss Account for the year ended 31^st March, 2018.

6. Directors and Key Managerial Personnel

i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Kalakad Sathi (DIN: 00150876) Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment.

ii) Change in Directors and Key Managerial Personnels:

- During the year Mr. Subhash Chandra Choubisa was appointed as an Additional Director (NonExecutive) w.e.f. November 24, 2017.

- Mr. Deepak Bhiku Mardhekar was appointed as Chief Financial Director with effect from September 25, 2017.

iii) Board Evaluation

Your Board has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

iv) Meetings of the Board

During the year ended March 31, 2018, Eleven (11) Board Meetings were held by the Company on 29^th May, 2017; 10^th August, 2017; 2^nd September, 2017; 7^th September, 2017; 25^th September, 2017; 30^th October, 2017; 24^th November, 2017; 30^th November, 2017; 13^th December, 2017; 14^th February, 2018 and 29^th March, 2018.

v) Details of Committees of the Board

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. Jitendra Keny (Non-Executive, Independent), Mr. Kalakad Sathi (Executive) and Mrs. Hemlata Chanda (Non-Executive, Independent).The Chairman of the Committee is Mr. Jitendra Keny 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 31st March, 2018, Seven (7) Meetings of Audit Committee were held on 29^th May, 2017; 10th August, 2017; 2^nd September, 2017; 30^th November, 2017; 13^th December, 2017; 14^th February, 2018 and 29^th March, 2018.

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. Jitendra Keny (Non-Executive, Independent Director), Mr. Kalakad Sathi (Executive Director) and Mrs. Hemlata Chanda (Non-Executive, Independent Director). The Committee is chaired by Mr. Jitendra Keny. During the year ended 31^st March, 2018, one (1) Committee Meeting was held on 14^th February, 2018.

Nomination and Remuneration Committee Policy

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.

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 Mrs. Hemlata Chanda (Non-executive, Independent), Mr. Jitendra Keny (Nonexecutive, Independent) and Mr. Kalakad Sathi (Executive). The Committee is chaired by Mrs. Hemlata Chanda. During the year ended 31^st March, 2018, five (5) Committee Meetings were held on 29^th May, 2017; 10^th August, 2017; 30^th November, 2017; 13^th December, 2017 and 14^th February, 2018.

vi) Declaration of Independence from Independent Directors

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.

vii) 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.

viii) Directors’ Responsibility Statement

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.

ix) Change in the Nature of Business

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Media Sector. However the Company has also entered into trading in agro-products.

x) Extract of Annual Return

The extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as “the Act”) forms an integral part of this Report as “Annexure B”.

xi) 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.

xii) Auditors & their Report

a) Change in Auditors:

At the AGM held on 30th September, 2017 for the Financial year ended 2016-17, the Members have approved and accorded their assent for appointment of M/s. Subhash Parekh & Co., Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of the 38th Annual General Meeting until the conclusion of the 43^rd Annual General Meeting of the Company to be held in the year 2022, subject to the ratification of the Members at every Annual General Meeting. Also, the Company has received a letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013.

M/s. Subhash Parekh & Co., Chartered Accountants (Firm Registration No. 154239W), Mumbai have tendered their resignation from the position of Statutory Auditors due to unavoidable circumstances, resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013 (“Act”). The Board of Directors of the Company at their meeting held on 14th February, 2018 at 2.30 p.m. at the registered office of the Company have appointed M/s. S C Mehra & Associates, Chartered Accountants (Firm Registration No. 106156W), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Subhash Parekh & Co., Chartered Accountants, Mumbai. The said appointment was ratified by members in the Extra-Ordinary General Meeting held on 12th May, 2018. The statutory auditors were appointed upto the conclusion of this Annual General Meeting. So they shall be reappointed to hold office for the term of 5 years from the conclusion of this 39^th Annual General Meeting until the conclusion of the 44^th Annual General Meeting to be held in the year 2023. Also the Statutory Auditor has conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

The Statutory Auditors M/s. S C Mehra & Associates have issued their reports on Standalone Financial Statements for the year ended 31st March, 2018. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

b) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed Miss Pooja Jain, Practising Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report is attached herewith marked as “Annexure C” and forms an integral part of this report.

The Secretarial Auditor has made and mentioned the following observation in his report:

1. As per provisions of Section 203(1) of the Companies Act, 2013, the Company is required to appoint the following Key Managerial Personnel:

a. Managing Director or Chief Executive Officer or manager and in their absence, a WholeTime Director.

b. Company Secretary

c. Chief Financial Officer The Company has appointed Whole Time Director and CFO. However, the Company has not appointed Company Secretary 2. The name of the company is appearing in the list of Shell companies published by SEBI for having suspected stock under BSE, scanner.

In this respect, we would like to submit our response:

1. Even after making deliberate efforts; the Company was unable to appoint Company Secretary during the year. The Company assures you that the Company will soon appoint suitable candidates for the post of Company Secretary.

2. As per list of SEBI dated August 07, 2017, with respect to Shell Companies, the name of Sagar Productions Limited was mentioned. The Company has made all the deliberate efforts to satisfy queries raised by SEBI. Afterwards, SEBI has issued notice dated 24^th October, 2017 (Notice No. 20171024-29 ) and gave the following directions:

i) The trading in securities of the Company shall be reverted to the status as it stood prior to issuance of SEBI letter dated August 07, 2017 effective from October 25, 2017.

ii) An independent auditor shall be appointed to conduct forensic audit of the Company for verification, including the credentials / financials of the Company.

The forensic audit was conducted by an independent Auditor appointed by SEBI. It is expected that soon the Company “Sagar Productions Limited” will be out of Graded Surveillance Measures (GSM) stage.

c) Internal Auditor:

M/s. Lakhpat M. Trivedi & Co., Chartered Accountants, Mumbai (Registration No. 109047) was appointed as Internal Auditor of the Company for the FY 2017-2018 and the Internal Audit Report prepared by them was placed before the Audit Committee.

xiii) Risk Management

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.

xiv) Public Deposits

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.

xv) Particulars of Contracts/ Arrangements with Related Party

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: http://www.sagarproductions.com/images/pdf/Policy%20on%20Related%20Party%20Transacti ons.pdf

xvi) Particulars of Loans, Guarantees or Investments by the Company under section186

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

xvii) Material Changes affecting the financial position of the Company

During the year ended March 31, 2018, there were no material changes and commitments affecting the financial position of the Company have occurred to which financial results relate and the date of the Report.

xviii) Corporate Social Responsibility Committee

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.

xix) Dematerialisation of Shares

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, 2018, 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:

Particulars	No. of Shares	% of Total Capital
Held in Demat form with CDSL	3,03,97,719	75.72
Held in Demat form with NSDL	97,42,101	24.27
Held in physical mode	2,305	0.01

xx) Listing of Shares

The shares of your Company are listed at BSE Limited. The applicable Annual Listing fees have been paid to the Stock Exchange for the financial year 2017-18.

xxi) Subsidiary Companies

The Company does not have any Subsidiary Company.

xxii) Vigil Mechanism/Whistle Blower Policy

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.

xxiii) Corporate Governance

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 previous financial year.

As on March 31, 2018, the Equity Share Capital is Rs. 4,01,42,125 and Net worth is Rs. 4,46,57,702/-. 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.

xxiv) Secretarial Standards of ICSI

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.

xxv) Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

xxvi) Management Discussion and Analysis

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

xxvii) Particulars of Employees

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 2017 - 18.

xxviii) Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo

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.

xxix) 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.

By Order of the Board of Directors

For Sagar Productions Limited

Sd/- Sd/-

Place: Mumbai Kalakad Sathi Deepak Mardhekar

Date: May 29, 2018 Whole-time Director Director and CFO

DIN: 00150876 DIN: 06985092

---

Mar 31, 2016

The Members,

SAGAR PRODUCTIONS LIMITED

The Directors are pleased to present their 37^thAnnual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2016 and the Auditors Report thereon.

Business Performance

(Rs. In Lacs)

Particulars	Year Ended 31-03-2016	Year Ended 31-03-2015
Total Revenue	90.73	0.60
Profit before depreciation and Tax	-	(6.14)
Less: Depreciation	-	-
Profit after depreciation and before Tax	1.05	(6.14)
Less : Provision For Tax	0.35	-
Less : Differed Tax	-	-
Less : Short/ Excess earlier year	-	(4.95)
Net Profit	0.70	(11.17)
Add: Profit & Loss A/c balance of previous years	(555.20)	(544.03)
Appropriations:
Transfer to Capital Reduction Reserve	523.43	-
Proposed Dividend	-	-
Interim Dividend	-	-
Dividend Distribution Tax	-	-
Transfer to General Reserve	-	-
Balance c/f to Balance Sheet	(31.07)	(555.20)

Operations and Future Plans

Your Company wishes to inform that the total revenue earned by the Company was Rs. 90.73 Lakhs as compared to Rs. 0.60 Lakhs of the previous year. Due to increase in operations of the Company, the expenses of the Company have also surged substantially, thereby recording a net profit of Rs. 0.70 Lakhs as compared to loss of Rs. 11.03 Lakhs in the year 2014-15.

Your Directors are delighted that after booking losses since many years, Company has seen a profit and are optimistic that the upward trend shall continue to follow.

Dividend

In order to plough back the profit, your Directors have not recommended any dividend for the year ended 31^st March, 2016.

Share Capital

The Issued, Subscribed & Paid up Capital of the Company as on 31^st March, 2016 stands at Rs. 4,01,42,125/divided into 4,01,42,125 Equity Shares of Rs. 1/- each.

Reduction of Share capital:

During the year under review, the Hon''ble Bombay High Court vide its order dated 18^th April 2015 approved the Scheme of Arrangement. In accordance with the Scheme, your Company had carried out reduction of the Share capital in the following manner:

i. The Company had consolidated its then Authorized Share Capital of Rs. 6,00,00,000/- divided into 6,00,00,000 Equity Shares of Re.1/- each and paid-up capital of Rs. 5,36,85,000/- divided into 5,36,85,000 Equity Shares of Re.1/- each in such manner that every 40 existing Equity shares of Re. 1/- each constitutes one share of Rs. 40/- each fully paid-up thereby restructuring it into Authorized Share Capital of Rs. 6,00,00,000/- divided into 15,00,000 Equity Shares of Rs. 40/- each and paid-up capital of Rs. 5,36,85,000/- divided into 13,42,125 Equity Shares of Rs.40/- each.

ii. Post consolidation, the Company had reduced the paid-up share capital from then existing Rs. 5,36,85,000/- divided into 13,42,125 Equity Shares of Rs. 40/- each to Rs. 13,42,125/- divided into

13,42,125 shares of Re. 1/- each by cancelling capital of Rs. 39/- upon each of the 13,42,125 Equity Shares of Rs. 40/- each and thereby reducing the nominal value of shares from Rs. 40/- each to Re. 1/- each.

iii. After completion of the abovementioned cancellation and reduction, the paid up Capital stood at Rs. 13,42,125/- divided into 13,42,125 Equity Shares of Re. 1/- each and the Authorized Share Capital of the Company was reorganized in such a manner that Rs. 6,00,00,000/- divided into 15,00,000 Equity Shares of Rs. 40/- each was further sub-divided into 6,00,00,000 Equity Shares of Re. 1/- each. The Authorized Share Capital, after this arrangement, stood at Rs. 6,00,00,000/- divided into 6,00,00,000 Equity Shares of Re. 1/each.

Preferential Issue:

Pursuant to the Scheme of Arrangement, Company had made preferential allotment of 3,88,00,000 Fully Convertible Warrants of Re. 1/- each on 29^th May, 2015 to Promoters & Non-Promoters after receipt of 25% of the issue price from the subscribers. Post receipt of the remaining issue price, the said warrants were converted into 3,88,00,000 fully paid Equity Shares of Re. 1/- each on 23^rd October 2015. The said shares were duly listed on Bombay Stock Exchange and are subject to lock-in. The Company had fully abide with the applicable provisions of sections 62(1)(c) of the Companies Act, 2013 along with other applicable provisions of the Companies Act, 1956, and SEBI (ICDR)Regulations, 2009 to the extent it was required.

Transfer to Reserve

The Board does not propose to make transfer to reserves for the year 2015-16 and instead intends to retain the net profit in the Profit & Loss Account for the year ended 31^st March, 2016.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Kalakad Sathi (DIN: 00150876) Whole-time Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment.

During the year review, Mr. Ramavtar Kankani had resigned from the Board citing personal issue. The Board had approved his resignation with effect from 23^th October 2015 and placed its appreciation towards the guidance provided by Mr. Kankani during his tenure with the Company.

Board Evaluation

Your Board has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

Meetings of the Board

During the year ended 31^st March, 2016, Six (6) Board Meetings were held by the Company on 25^th May, 2015; 29^th May, 2015; 10^th June, 2015; 13^th August, 2015; 23^rd October, 2015 and 12^th February, 2016. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 & Listing Regulations.

Details of Committees of the Board

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. Jitendra Keny (Non-Executive, Independent), Mr. Kalakad Sathi (Executive) and ¹Mrs. Hemlata Chanda (Non-Executive, Independent). The Chairman of the Committee is Mr. Jitendra Keny 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, 2016, four (4) Meetings of Audit Committee were held on 29^th May, 2015; 13^th August, 2015; 23^rd October, 2015 and 12^th February, 2016.

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. Jitendra Keny (Non-Executive, Independent Director), Mr. Kalakad Sathi(Executive Director) and *Mrs. Hemlata Chanda (Non-Executive, Independent Director). The Committee is chaired by Mr. Jitendra Keny. During the year ended 31^st March, 2016, one (1) Committee Meeting was held on 25^th May, 2015.

*Post the resignation of Mr. Ramavtar Kanakani from the Directorship of the Company, the Committee was reconstituted in the Board Meeting held on 23^rd October 2015 as Mr. Kankani held membership in the Committee. Mrs. Hemlata Chanda (Non-Executive, Independent Director) was admitted in the Committee in place of Mr. Kankani.

Nomination and Remuneration Committee Policy

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 forms part of this report as Annexure - I.

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 Mrs. Hemlata Chanda (Non-executive, Independent), Mr. Jitendra Keny (Nonexecutive, Independent) and Mr. Kalakad Sathi (Executive). The Committee is chaired by *Mrs. Hemlata Chanda. During the year ended 31^st March, 2016, four (4) Committee Meetings were held on 29^th May, 2015; 13^th August, 2015; 23^rd October, 2015 and 12^th February, 2016.

*The Stakeholders'' Relationship Committee was reconstituted in the Board Meeting held on 23^rd October, 2015 following the resignation of Mr. Ramavtar Kankani from the Directorship of the Company. Hence, in his place Mrs. Hemlata Chanda was admitted & designated as a Chairperson of the Committee.

Declaration of Independence from Independent Directors

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 there under as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Directors'' Responsibility Statement

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.

Change in the Nature of Business

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Media Sector.

Extract of Annual Return

The extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as “Annexure -II".

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 there under. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

Auditors & their Report a) Statutory Auditor:

At the AGM held on 30^th September, 2015 for the Financial year ended 2014-15, the Members have approved & accorded their assent for appointment of M/s. Sudhir M Desai & Co., Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of the 36^th Annual General Meeting until the conclusion of the 41^st Annual General Meeting of the Company to be held in the year 2020, subject to the ratification of the Members at every Annual General Meeting. Also, the Company has received a letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013.

The Statutory Auditors M/s. Sudhir M. Desai & Co., have issued their reports on Standalone Financial Statements for the year ended 31^st March, 2016. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

b) Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed M/s. Rituraj & Associates, Practicing Company Secretary as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended 31^st March, 2016. The Secretarial Audit Report is annexed herewith as Annexure -III and forms an integral part of this report.

Secretarial Auditor has made and mentioned the following observation in its report:

The Company has not appointed Chief Financial Officer (CFO) and Company Secretary as whole time Key Managerial Personnel under section 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014.

With regards to the observation made above your Board clarifies that the Company after deliberation have made various efforts for recruitment of the aforesaid Key Managerial Personnel. However, as you are aware that the Company had made huge losses in last decade and is currently in the stage of recovery. The Company had made every attempt to search suitable candidates for aforesaid positions during the year and assures that the same positions will be filled within short span.

Risk Management

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

Internal Control Systems and their Adequacy

The Company has adequate system of internal details of the Policy have been posted on the control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. Internal Audit is carried out in a programmed way and follow up actions were taken for all audit observations. Your Company''s Statutory Auditors have, in their report, confirmed the adequacy of the internal control procedures.

Public Deposits

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.

Particulars of Contracts/ Arrangements with Related Party

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: http://www.sagarproductions.com/images/pdf/Policy%20on%20Related%20Party%20Transactions.pdf

Particulars of Loans, Guarantees or Investments by the Company under section186

During the year ended 31^st March 2016, the Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

Material Changes affecting the financial position of the Company

There have been no material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

Corporate Social Responsibility Committee

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company. However, your Company endeavours to involve itself in social development activities as and when required.

Dematerialization of Shares

Your Company has availed connectivity with both the Depositories, i.e., 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.

As on 31^st March, 2016, 3.33% of the paid up Equity Share Capital stands in Demat mode and the remaining 96.67% Equity Shares were held in physical mode, the details of which are as follows:

Particulars	No. of Shares	% of Total Capital
Held in Demat form with CDSL	550281	1.37
Held in Demat form with NSDL	789489	1.97
Held in physical mode	38802355	96.66

The reason for lesser holding in demat form is that the Corporate Action for Preferential Allotment of Equity Shares was not completed till 31^st March, 2016 and therefore the Shares allotted post conversion of warrants were in physical mode which were subsequently transferred to holders account in demat form.

Listing of Shares

The shares of your Company are listed at BSE Limited. The applicable Annual Listing fees have been paid to the Stock Exchange for the financial year 2015-16.

During the year, Company had approached BSE Ltd twice for listing of its shares, the details of which are as follows:

i. On 25^th August, 2015, BSE Ltd granted listing approval to the Company with respect to the listing of 13,42,125 shares post reduction of Share Capital;

ii. On 04^th December, 2015, BSE Ltd had granted listing approval for 3,88,00,000 Equity Shares allotted post conversion of warrants.

Execution of Listing Agreement

The Securities and Exchange Board of India (“SEBI") on 2^nd September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations") with an aim to consolidate and streamline the provisions of the Listing Regulations for different segments of capital markets to ensure better enforceability. In furtherance to the same, SEBI issued Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015 which requires every existing Listed Company which has previously entered into Listing Agreement with a Stock Exchange, to execute a fresh listing agreement with the respective Stock Exchange within six months of the date of notification of the said regulations. Your Company has entered & executed the Listing Agreement with BSE Limited in the month of February, 2016.

Adoption of various Policies

During the year, the Company had adopted certain policies as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Prevention of Insider Trading

The Company has also adopted “Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders" and “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)". All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code.

Vigil Mechanism/Whistle Blower Policy

The Board of Directors of Company has pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism / Whistle Blower Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/ grievance to the Chairman of the Audit Committee who is entrusted with the responsibility to oversee the Vigil mechanism. The policy same is also available on the web-site at the web-link http://www.sagarproductions.com/images/pdf/Whistle%20Blower%20Policy.pdf

Corporate Governance

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 to the Company as the Company''s paid up equity share capital is less than Rs.10 crore and Net worth does not exceed Rs.25 crore. 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.

Secretarial Standards of ICSI

Pursuant to the approval given on 10^th April 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 1^st July 2015. The Company is in compliance with the same.

Significant and Material Orders Passed by the Regulators or Courts

The Hon''ble High Court of Bombay has passed an order on 18^th April 2015 approving the Scheme of Arrangement between the Company and its Equity Shareholders. In terms of the Scheme, the paid up Share Capital of the Company had reduced and the Company had made a preferential allotment. The order as received from the Court was submitted with Registrar of Companies, Mumbai, Regional Director, BSE Limited, etc. within the specified timeframe.

Management Discussion and Analysis

Management Discussion and Analysis Report is appended as "Annexure - IV" to this Report.

Particulars of Employees

Particulars of employees in accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given, as none of the employees qualifies for such disclosure.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo

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.

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation 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.

By Order of the Board of Directors

For Sagar Productions Limited

-Sd/- -Sd/-

Place: Mumbai Kalakad Sathi Deepak Mardhekar

Date: 27.05.2016 Whole Time Director Director

(DIN:00150876) (DIN:06985092)

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Mar 31, 2015

The Directors are pleased to present their 36th Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 2015 and the Auditors Report thereon.

1. BUSINESS PERFORMANCE:

(Rs. In Lacs)

Year Ended Year Ended Particulars 31-03-2015 31-03-014

Total Revenue 0.60 (27.98)

Less: Total Expenses (6.74) (53.19)

Profit/(Loss) before Tax (6.14) (81.17)

Less : Provision For Tax - -

Less : Differed Tax - -

Less : Short/ Excess earlier year (4.95) -

Profit/ (Loss) after Tax (11.09) (81.17)

2. STATE OF AFFAIRS:

During the year under review, the Company continued to make losses. As compared to the losses of Rs. 81.17 Lacs in previous year 2013-14, the Company has incurred loss of Rs. 6.14 Lacs.

Even though Company continued to make losses during the year, your Directors are optimistic about the coming year as the Hon'ble High Court of Bombay had vide its order dated 18.04.2015 approved the Scheme of Arrangement of the Company. As envisaged in the Scheme, the Company can now reduce its share capital by writing off its losses after which the Balance Sheet will show the clear state of affairs of the Company. Also Company will be getting fresh funds by way of preferential issue which shall be utilized for accelerating the business of the Company.

3. DIVIDEND

In view of the losses made during the year, the Board of Directors of your Company does not recommend any dividend for the year 2014-15.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend declared and paid in last 7 years.

5. DIRECTORS

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Deepak Mardhekar [DIN: 06985092] will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED

During the year under review, Mr. Deepak Mardhekar has been appointed on Board w.e.f. 28th August 2014.

Mrs. Hemlata Chanda was appointed as an Additional Director w.e.f. 26th March, 2015 and holds the said office till the date of the ensuing Annual General Meeting. A notice has been received from a member proposing her candidature for her reappointment being eligible and offering herself for appointment as an Independent (Non-Executive) Director for five consecutive years from the date of ensuing Annual General Meeting to be held on September 29, 2015 up to September 29, 2020 or up to the date of Annual General Meeting to be held in the calendar year 2020, whichever is earlier and shall not be liable to retire by rotation A notice has been received from a member proposing Mrs. Chanda as a candidate for the office of Independent Director of the Company. In the opinion of the Board, Mrs. Chanda fulfils the conditions specified in the Companies Act, 2013 and rules made there under for her appointment as an Independent Director of the Company. The Board considers that her continued association would be of immense benefit to the Company.

7. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required.

9. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the Media production & distribution.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

11. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors state 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.

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A".

13. MEETINGS OF THE BOARD

During the year, Seven (7) Board Meetings were held by the Company on 29th May, 2014, 25th July, 2014, 14th August, 2014, 28th August, 2014, 29th September, 2014, 15th November, 2014 and 13th February, 2015.

The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of the Committee Meetings held during the period under review forms part of the Corporate Governance Report.

14. NOMINATION AND REMUNERATION COMMITTEE POLICY

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 stated in the Corporate Governance Report.

15. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company, comprises of three (3) Members, namely Mr. Ramavtar Kankani, Mr. Jitendra Keny and Mr. Kalakad Sathi. Two-third of the Members are Independent Directors and one is Executive Director. The Chairman of the Committee is Mr. Ramavtar Kankani who is an Independent Director. The details of terms of reference of Audit Committee, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

16. AUDITORS & AUDITORS REPORT

M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013.

The Statutory Auditors M/s. Sudhir M Desai & Co., Chartered Accountants have issued their reports on Standalone Financial Statements for the year ended 31st March 2015. There are no adverse remarks or qualifications in the sand report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Your Directors recommend reappointment of M/s. Sudhir M Desai & Co. as the Auditors of the Company.

17. INTERNAL AUDITOR

The Company has appointed M/s. RNA & Associates, Chartered Accountants, (Firm Registration No. 136734W) as Internal Auditor of the Company as per Section 138 of the Act.

18. SECRETARIAL AUDIT REPORT

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a secretarial audit was conducted during the year by Secretarial Auditors M/s. Rituraj & Associates, Practicing Company Secretaries. The Secretarial Auditor's Report is attached as Annexure and forms part of this report. There is one qualification/observation/remark made by the Secretarial Auditor in their Audit Report stating the Company has not appointed Company Secretary as per under Section 203 for the Financial Year 2014-15. In this regard, your Directors want to clarify that the Company has seen losses since the whole decade which has wipe all the reserves of the Company. Due to the financial condition of the Company, we are unable to appoint a Company Secretary at such a remuneration which is at par with the market standards. However, your Directors further submits that the Company will soon appoint a Company Secretary as soon as we find suitable financial condition. In absence of a Company Secretary, we have still managed to comply with the provisions of applicable laws and continue to do so. The Secretarial Audit Report forms part of this Notice as "Annexure B".

19. BOARD PROCEDURE

Board members are given appropriate documents and information in advance of each Board and Committee Meeting to enable the Board to discharge its responsibilities effectively by taking well informed decisions. To enable the Board to discharge its responsibilities effectively, the Managing Director reviews Company's overall performance. The functions performed by the Board includes, in addition to the legal matters compulsorily required to be performed by it, review of:

- Strategy and Business Plan;

- Annual operating and capital expenditure budgets;

- Investment and exposure limits;

- Compliance with statutory/regulatory requirements and review of major legal issues;

- Approval of quarterly/annual results and

- Review of the minutes of the Board Meeting, Audit Committee Meeting, Stakeholders Relationship Committee and Nomination & Remuneration Committee.

20. RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business divisions. Risk management forms an integral part of the Company's planning cycle.

21. FIXED DEPOSITS

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.

22. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the year ended 31st March 2015 with related parties were in the ordinary course of business and on an arm's length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, 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: http://www.sagarproductions.com/images/pdf/Policy%20on%20Related% 20Party%20Transaction s.pdf. The Disclosures on related party transactions are set out in Notes to the Financial Statement.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186

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

24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year ended 31st March 2015, there were no material changes and commitment affecting the financial position of the Company that have occurred between the year ended 31st March 2015 to which financial results relate and the date of the Report.

25. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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.

27. SHARES

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

28. SHARE CAPITAL

The Issued Capital of the Company as on 31st March 2015 stands at Rs. 54,003,000/- divided into 54,003,000 Equity Shares of Re. 1/- each.

The Subscribed & Paid up Capital of the Company as on 31st March 2015 stands at Rs. 53,685,000/- divided into 53,685,000 Equity Shares of Re. 1/- each. During the year, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity.

29. DEMATERIALISATION OF SHARES

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.INE807D01022 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.

30. LISTING OF SHARES

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. Your Company had duly paid the Annual Listing Fees to the Stock Exchange.

31. INSURANCE

The fixed assets of the Company have been adequately insured.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. However, as a matter of good Governance practice we would like to inform our shareholders that the Hon'ble High Court of Bombay vide its order dated 18th April, 2015 had granted its consent in the matter of Scheme of Arrangement between the Company and its Equity Shareholders. This information pertains prior the Boards' Report was finalized and hence been included so that the members are informed on the same.

34. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

35. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report.

36. PARTICULARS OF EMPLOYEES

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 Report 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 the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Compliance Officer in this regard.

37. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

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.

38. ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

Registered Office: By Order of the Board of Directors

907, Dev Plaza, 9th Floor, For Sagar Productions Limited

Opp. Andheri Fire Station, Andheri (West),

Mumbai – 400058 Sd/-

Place: Mumbai Kalakad Sathi

Date: 13.08.2015 Chairman & Whole-Time Director

DIN: 00150876

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Mar 31, 2014

The Members,

SAGAR PRODUCTIONS LIMITED

The Directors are pleased to present their 35th Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 2014 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

(Rs. In Lacs)

Year Ended Year Ended Particulars 31-03-2014 31-03-2013

Total Revenue (27.98) 6.95

Less: Total Expenses (53.19) (475.64)

Profit before Tax (81.17) (468.69) Less : Provision For Tax - -

Less : Deffered Tax - -

Less : Short/ Excess earlier year (462.86) (0.81)

Profit/ (Loss) after Tax (544.03) (462.86)

OPERATIONS:

During the year under review, the Company continued to make losses. As compared to the losses of Rs. 462.86/- Lacs in previous year 2012-13, the Company has incurred loss of Rs. 81.17/- Lacs.

DIVIDEND:

In view of the losses made by the Company, your Company does not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS:

Mr. K. S. Sathi is liable to retire by rotation, being eligible, offers himself for re-appointment. The Board of Directors of the Company in their Meeting held on 28th August 2014, has proposed to appoint him as Whole Time Director subject to the approval of Members in the Annual General Meeting and had appointed Mr. Deepak Mardhekar as Additional Director of the Company has received nomination of Mr. K. S. Sathi and Mr. Deepak Mardhekar for appointment as Directors in terms of Section149 of the Companies Act, 2013.

Mr. Ramavtar Kankani (DIN 01243060) and Mr. Jitendra Keny (DIN 05291023), Non executive Directors of the Company, Independent Directors as per Clause 49 of the Listing Agreement with Stock Exchanges are proposed to be appointed as Independent Directors for five consecutive years for a term up to March 31, 2019 in accordance with Section 149 of the Companies Act, 2013. Notices have been received from Members proposing the aforesaid Directors as candidates for the office of Director of the Company. In

the opinion of the Board, aforesaid persons fulfil the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company.

Accordingly, the Board recommends appointment of the aforementioned Directors for the approval by the shareholders of the Company.

CONSOLIDATION OF SHARES & PREFERENTIAL ALLOTMENT:

The Board at its meeting held on 23rd July 2013 has decided to consolidate the present Authorized Share Capital of the Company Rs. 6,00,00,000/- divided into 6,00,00,000 Equity Shares of Re.1/- each and paid- up capital of Rs. 5,36,85,000/- divided into 5,36,85,000 Equity shares of Re.1/- each into Authorized Share Capital of 15,00,000 Equity shares of Rs. 40/- each and paid-up capital of 13,42,125 Equity Shares of Rs.40/- each subject to the approval of Bombay High Court and other approvals, if any necessary for the Reduction of Share Capital. The approval of Members was accorded by way of Postal Ballot and the results were declared on 21st December 2013.

Further the Company has decided to issue warrants on preferential basis subject to the provisions of section 81(1A) and Composite scheme under section 391 to 394 of the Companies Act, 1956. The approval of Members was accorded on the said resolution by way of Postal Ballot and the results were declared on 21st December 2013

FIXED DEPOSITS:

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.

DEMATERIALISATION OF SHARES:

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. INE807D01022 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.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Annual Listing Fees to the Stock Exchange has been duly paid by the Company.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s. Sudhir M Desai & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013. Your Directors recommend reappointment of M/s Sudhir M Desai & Co. as the Auditors of the Company.

CORPORATE GOVERNANCE:

Report on Corporate Governance alongwith the Certificate of the Auditors, M/s. Sudhir M Desai & Co., confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1) (e) of the Companies Act, 2013, with regard to conservation of energy and technology absorption are not applicable to the Company at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors state that;

1) in the preparation of the accounts, the applicable accounting standards have been followed;

2) accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2014 and the profit of the Company for the year ended on that date;

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4) the Annual Accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board of Directors For Sagar Productions Limited

Sd/- Kalakad S Sathi Director

Place: Mumbai Date: 29.05.2014

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Mar 31, 2013

To, THE MEMBERS OF SAGAR PRODUCTIONS LIMITED.

The Directors are pleased to present their 34th Annual Report together with the Balance Sheet as at 31st March, 2013 and the Profit and Loss Accounts for the year ended 31st March, 2013 and the Auditors Report thereon.

BUSINESS PERFORMANCE :

Current Year Previous Year Ended Ended 31-03-2013 31-03-2012 (Rs.) (Rs.)

Profit before Interest, Depreciation & Tax (468.70) 1.33

Less : Provision For Tax 0.00 0.40

Profit after Tax (468.70) 0.93

Profit / (Loss) brought from Previous Year (0.81) (1.74)

Balance carried to the Balance Sheet (469.51) (0.81)



PERFORMANCE :

During the year under review your company has earned a gross income of Rs.6.95 Lacs for the financial year 2012-13, as compared to Rs.129.94 Lacs in the previous year, recoding a decrease of Rs. 122.99 Lacs. After considering total expenses of the company has incurred loss before tax of Rs. 468.70 Lacs. In coming year company is confident to implement its dream project.

The Board at its meeting held on 23rd July, 2013 has decided to consolidate the present Share capital of Rs.5,36,85,000/- of face value of Re.1/- each into 1342125 equity shares of Rs. 40/- each by consolidating 40 equity shares of Re.1/- each into 1 equity share of Rs.40/- each. In compliance of section 100 of the Companies Act, 1956, and subject to confirmation of the Bombay High Court, and other approvals, if necessary the capital of the company be and is hereby reduced from Rs.5,36,85,000/-(divided into 13,42,125 shares of Rs.40/- each) to Rs.13,42,125/- (divided into 13,42,125 shares of Re. 1/- each) and that such reduction be effected by writing off losses to the extent of Rs.5,23,42,875/-and cancelling capital of Rs.39/- upon each of the 13,42,125 shares of Rs.40/- each and by reducing the nominal amount of all the shares in the Company''s capital from Rs.40/- each to Re.1/- each and Subject to approval of the shareholders under sections 81(1A) and Scheme under section 391 to 394 of the Companies Act, 1956, to issue further shares on preferential basis to selected allottees on preferential basis by composite scheme under Sections 391 to 394 to be sanctioned by Hon''ble High Court, Bombay

DIVIDEND :

Your Directors do not recommend any dividend for the year ended 31st March, 2013 in view to conserve the resources.

DIRECTORS :

In accordance with the requirements of the Companies Act 1956, Shri Jagdish Pareek will retire by rotation and, being eligible offered himself for re-appointment, which is proposed in the Notice of the ensuring Annual General Meeting.

The Company has not received any nomination for appointment as a Director in terms of Section 252(1) of the Companies Act, 1956 from the small shareholders.

FIXED DEPOSITS :

The Company has accepted any deposit from the general public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

DEMATERIALISATION OF SHARES :

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. INE807D01022 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.

PARTICULARS OF EMPLOYEES :

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudhir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re-appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors'' Report are self explanatory and needs no comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

1) In the preparation of the accounts, the applicable accounting standards have been followed.

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2013 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.



By Order of the Board

For SAGAR PRODUCTIONS LIMITED

Sd/-

K. S. Sathi

Director

Place : Mumbai

Date : 19.08.2013

---

Mar 31, 2011

To,THE MEMBERS,SAGAR PRODUCTIONS LIMITED.

The Directors are pleased to present their 32nd Annual Report together with the Balance Sheet as at 31st March, 2011 and the Profit and Loss Accounts for the year ended 31st March, 2011 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

Current Year Previous Year Ended Ended 31-03-2011 31-03-2010 (Rs.) (Rs.)

Profit before Interest, Depreciation & Tax 1.02 (31.79)

loss : Provision For Tax 0.00 0.00

Profit after Tax 1.02 (31.79)

Profit / (Loss) brought from Previous Year (2.77) 29.03

Balance carried to the Balance Sheet 1.74 2.77

PERFORMANCE:

The Company is, however, able to sustain its non-fund based business and is hopeful of improving this in the years to come so as to sustain its profitability.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2011 in view to conserve the resources.

DIRECTORS:

Mr. Kalakad Sathi is liable to retire by rotation, being eligible, offers himself for re-appointment.

The Company has not received any nomination for appointment as a Director in terms of Section 252(1) of the Companies Act, 1956 from the small shareholders.

FIXED DEPOSITS:

The Company has accepted any deposit from the general public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

DEMATERIALISATION OF SHARES:

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. INE807D01022 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.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re-appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors' Report are self explanatory and needs no comments. j

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Since, the Company do not have any manufacturing unit, all provisions of Section 217(l)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not j applicable to the at this stage. I

The Company has not incurred any expenditure or earned any incomes in foreign currency during j the period under review. j

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

1) In the preparation of the accounts, the applicable accounting standards have been followed.

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2011 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and - co-operation received from their Bankers, Customers etc. Your Directors also thank all the sh holders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board

For SAGAR PRODUCTIONS LIMITED

Sd/-

K. S. Sathi

Director

Place : Mumbai

Date : 07.09.2011

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Mar 31, 2010

To, THE MEMBERS OF SAGAR PRODUCTIONS LIMITED.

The Directors are pleased to present their 31st Annual Report together with the Balance Sheet as at 31st March, 2010 and the Profit and Loss Accounts for the year ended 31st March, 2010 and the Auditors Report thereon.

BUSINESS PERFORMANCE : Current Year Previous Year Ended Ended 31-03-2010 31-03-2009 (Rs.) (Rs.)

Profit before Interest, Depreciation & Tax (31.79) (0.73)

Less : Provision For Tax 0.00 0.00

Profit after Tax (31.79) (0.73)

Profit / (Loss) brought from Previous Year 29.03 29.76

Balance carried to the Balance Sheet 2.77 29.03

PERFORMANCE :

The Company is, however, able to sustain its non-fund based business and is hopeful of improving this in the years to come so as to sustain its profitability.

DIVIDEND :

Your Directors do not recommend any dividend for the year ended 31st March, 2010 in view to conserve the resources.

DIRECTORS:

Mr. Jagdish Parrek is liable to retire by rotation, being eligible, offers himself for re-appointment.

The Company has not received any nomination for appointment as a Director in terms of Section 252(1) of the Companies Act, 1956 from the small shareholders.

FIXED DEPOSITS :

The Company has accepted any deposit from the general public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

DEMATERIALISATION OF SHARES :

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. INE807D01022 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.

PARTICULARS OF EMPLOYEES :

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re-appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors'' Report are self explanatory and needs no comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

1) In the preparation of the accounts, the applicable accounting standards have been followed.

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2010 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board

For SAGAR PRODUCTIONS LIMITED

Sd/-

K. S. Sathi

Director

Place : Mumbai

Date : 07.09.2010