To,

The Members,

EPUJA SPIRITECH LIMITED

(Formerly known as Sagar Productions Limited)

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

(Rs. In Lacs)

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.

• 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 (Non- Executive, 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:

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.