Your Directors have pleasure in submitting herewith the 35th Annual Report of the Company with the audited Statements of accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The summary of the Company's Financial performance for the Financial Year 2023-2024 as compared to the previous Financial Year 2021-2022 is given below:

2. OPERATION/STATE OF THE COMPANY'S AFFAIRS

The Company is engaged in the business of advertising and marketing support services.

The consolidated revenue from operations of the Company was Rs. 2112.97 Lakhs during the financial year 2023-2024. The consolidated net profit after tax was Rs. 161.40 during the financial year 2023-2024.

The standalone revenue from operations of the Company was Rs. 1,154.57 Lakhs during the financial year 2023-2024 as compared of Rs. 0.02 of previous year. The Standalone net profit after tax was Rs. 92.80 during the financial year 2023-2024 as compared to Rs. (7.34) of previous financial year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, the Company has altered its main object from trading of commodities /goods and in real estate business to advertising and marketing supporting services vide 34th Annual General meeting held on August 04, 2023.

4. TRANSFER TO RESERVES & DIVIDEND

The Board of Directors propose to transfer profit to general reserves. your Directors do not recommend any dividend for the year ended on 31st March, 2024.

5. CAPITAL STRUCTURE

During the year under review, pursuant to Member's Approval Extra Ordinary General Meeting held

on 23rd February 2024, the Company has increased its Authorized Share Capital to Rs. 60,00,00,000 (Rupees Sixty Crore) by adding of Rs. 35,00,00,000 (Rupees Thirty Five Crore) in the existing capital of the Company divided into 3,50,00,000 (Three Crore Fifty Lakh) Equity Shares of Rs. 10/- each and subsequently, the Memorandum of Association of the Company amended.

As on March 31, 2024 the Authorised and Paid up Share Capital of the Company is Rs. 60,00,00,000 (Rupees Sixty Crore) and Rs 16,96,44,940/- (Rupees Sixteen Crore Ninety Six Lakh Forty Four Thousand Nine Hundred and Forty Only).

During the year under review, pursuant to Member's Approval in Annual General Meeting held on The Company has issued and allotted 1,32,65,380 equity shares of the Company of face value of Rs. 10/ - each ("Equity Shares"), in dematerialized form, on Preferential allotment basis, to non -promoters at a price of Rs. 26.50/ - (including premium of Rs. 16.50/ -) as determined in accordance with Regulation 164 read with 166A of SEBI ICDR Regulations, for consideration other than cash (share swap), being discharge of total purchase consideration of Rs. 35,15,32,570/ - (Rupees Thirty Five crores Fifteen Lacs Thirty Two Thousand Five Hundred Seventy Only) ("Purchase Consideration") for the acquisition of 13,26,538 equity shares ("Sale Shares") of Digigames Private Limited ("DPL"), resulting thereof DPL became a subsidiary of the Company.

The paid share capital of Company has increased from 3,69,91,140 to 1,69,64,494 pursuant to allotment of 1,32,65,380 equity shares of 10/- each at a price of Rs. 26.50/ - (including premium of Rs. 16.50/ -) for acquisition of 100% equity shares of DPL.

6. CHANGE IN THE NAME OF THE COMPANY

During the year under the review, there is no change in the name of the company.

7. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the year under review, there is no change in the registered office of the company.

8. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

After the end of the financial year as on 31st March 2024 and the date of the Board's report, The Company has issued and allotted 2,69,47,050 Equity shares of Rs. 10/-each ("Equity Shares"), in dematerialized form, on Preferential basis to non-promoters at a price of Rs. 26/- (including premium of Rs. 16/-) as determined in accordance with Regulation 164 read with 166A of SEBI ICDR Regulations for consideration other than cash (share swap) for discharge of total purchase consideration of Rs. 70,06,23,300/- (Rupees Seventy Crores Six Lacs Twenty-Three Thousand and Three Hundred Only) ("Purchase Consideration") against the acquisition of 1,79,64,700 equity shares ("Sale Shares") of Zecrom Enterprises Private Limited ("ZEPL") from the Allottees at a price of Rs. 39/- (Rupees Thirty-Nine Only) per equity share of ZEPL, resulting thereof ZEPL became a subsidiary of the Company vide board meeting held on July 12, 2024.

9. EXTRACT OF THE ANNUAL RETURN

As per the provisions of section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2024 in the prescribed Form No. MGT-7 is available on the website of the Company and the weblink of the same is https:// www.vasudhagama.com/fi.html

10. LISTING OF SHARES

The Shares of the Company are listed on the BSE Limited, Mumbai, which provide the wider access to the investor's national wide.

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial year, 9 (Nine) meetings of the Board of Directors of the Company were held on 05^th May 2023, 05^th July 2023, 11^th July, 2024, 14^th Aug 2023, 28^th Aug 2023, 14^th Oct 2023, 21^st Oct 2023, 10^th Nov 2023 ,19^th Jan 2024, 14^th Feb 2024 respectively. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Number of Meetings attended by each Director during Financial year 2023-2024:

Note:- Mr. Nagesh Shrirang Suradkar has been resigned w.e.f 05/07/2023 and Mr. Vikas Babu Pawar has been appointed w.e.f. 05/07/2023.

12. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the

meetings are provided in the Corporate Governance Report.

13. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board of Directors

of the Company hereby confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along-with proper explanation relating to material departures, if any;

(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 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 the Companies Act, 2013 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 control 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. AUDITORS & AUDITORS REPORT

M/s Dharit Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration No.137728W) was appointed as Auditors at the 31^st Annual General Meeting for a term of five years from the conclusion of the 31^st Annual General Meeting till the conclusion of the 36 ^th Annual General Meeting.

There are qualifications or reservation or adverse remark or disclaimer in the AuditorsReport for the year 2023-2024 and hence does require any further clarification / comments.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT, 2013

Particulars of investments made and loans given covered under the section 186 of the Companies Act, 2013, has been provided in Note No. 1.04 of the notes to the Financial Statement which form part of this Annual Report. The company has not given any guarantee during the financial year.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION OF SECTION 188 OF THE COMPANIES ACT, 2013

The Company has pursuant to the approval of Audit Committee, the Board of Directors and shareholders of the Company, entered into related party transactions. The said transactions entered by the company with Related Parties were, at arm's length basis.

The detail of contracts or arrangements with related parties for the financial year ended on 31st March, 2024 is given in Note No. 4 of the Financial Statements of the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPS)

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

i. Changes in composition of in Board of Directors

1. Resignation of Mr. Hiten Manilal Shah resigned w.e.f. 14.06.2024 respectively.

2. Resignation of Mr. Nagesh Shrirang Suradkar w.e.f. 05.07.2023 respectively.

3. Appointment of Mr. Vikas Babu Pawar as an Additional Non-Executive Independent Director w.e.f. 05.07.2023 respectively

4. Appointment of Mr. Jay Atul Parekh as an Additional Executive Director w.e.f. 30.06.2024

5. Appointment of Mr. Jay Atul Parekh as Managing Director w.e.f. 12/07/2024

ii. Changes of Key Managerial Personnel

1. Resignation of Ms. Pavitra Jhanjhari (Membership No. A59122) as Company Secretary cum Compliance Officer w.e.f. the closure of the business hours of December 29,2023

2. Appointment of Ms. Riti Jain (Membership No. A48391) as Company Secretary cum Compliance Officer w.e.f. August 27, 2024

3. Resignation of Ms. Nimesh Oza as Chief Financial Officer w.e.f. 22/04/2024

4. Appointment of Ms. Vaishnavi Deepak Padye as Chief Financial Officer (Appointed w.e.f 13/08/2024)

iii. Profile of Directors seeking appointmenf/re-appointment

As required under the provision of listing regulations and Secretarial Standard-2, the profile of directors seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 35^th Annual General Meeting.

iv. Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The meeting of the Independent Directors as per Schedule IV of the Companies Act, 2013 was held on 15^th March 2024. All the independent directors were present at the said meeting.

v. Annual Evaluation of Board's Performance

In terms of the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board of Directors has carried out the annual performance evaluation of itself, the Directors individually aswell as the evaluation of its committees.

The Board has evaluated the composition of the Board, its committees, experience and expertise, performance of duties and obligations, governance issues etc. Performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc. The Directors expressed their satisfaction with the evaluation process.

vi. Nomination and Remuneration Policy

The Board of Directors of the Company has, on recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors and Key Managerial Personnel and their remuneration. The terms of reference and other matters related to Nomination and Remuneration Policy are as per the provisions of Section 178 of the Companies Act, 2013.

18. Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Brajesh Gupta & Co., Practicing Company Secretary to undertake the secretarial audit for the financial year ended on 31^st March, 2024. The Secretarial Audit Report is attached herewith as "Annexure - I".

There are no qualifications or reservation or adverse remark or disclaimer in the Secretarial Auditors Report for the year 2023-2024 and hence does not require any clarification / comments.

19. Fixed Deposit

During the financial year 2023-24, the Company has not accepted any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

20. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings andOutgo:

In view of the nature of the business activities of the Company related to trading of commodities and real estate, the information required under the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorptions is not applicable. There was no foreign exchange earnings and outgo during the financial year.

21. Risk Management

The Board of Directors of the Company has adopted a Risk Management Policy to identify the key risk and develop action plans to mitigate those risks, to assess the risks on periodical basis including effective control and management reporting system etc.

In the opinion of the Board, as on date, there are no elements of risk, which may threaten the existence of the Company.

22. Whistle Blower Policy / Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy/Vigil Mechanism policy in compliance with the provision of Section 177(10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee.

Details of the Vigil Mechanism are available on the Company's website www.vasudhagama.com.

23. Significant and Material Orders passed by Regulators

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

24. Adequacy of Internal Financial Controls

The Company has put in place adequate internal financial controls with reference to the financial statements. During the financial year, such internal financial controls were operating effectively and it is commensurate with the size of the Company and the nature of business of the Company.

25. Particulars of Employees

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees are given in "Annexure- III".

26. Reports On Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

27. Management Discussion and Analysis Report

Pursuant to the Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report in Annexure - V

28. Details Of Application Made or Proceeding Pending Under Insolvency and Bankruptcy Code 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

29. Details Of Difference Between Valuation Amount on One Time Settlement and Valuation While Availing Loan from Banks and Financial Institutions

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

30. Other Disclosures

(a) The provisions related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

(b) The Company has Digigames Private Limited is subsidiary Company and does not have joint venture or associate company during the financial year and Digigames Private Limited have become subsidiary and no joint venture or associate company during the financial year.

(c) The Company has not issued equity shares with differential rights as to dividend,

voting or otherwise.

(d) The Company has not issued sweat equity shares to its directors or employees.

(e) The Company does not have any Employees Stock Option Scheme for its Employees / Directors.

(f) The Auditors has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.

(g) Maintenance of cost records as specified by the Central Government under sub -section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

(h) The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year, the Company has not received any complaints under the said Act.

(i) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(j) The Company has not availed any loan from the Banks or Financial Institutions and therefore, the details of difference between the 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 is not applicable.

31. Acknowledgement

The Board wishes to express its deep appreciation to all the staff members, banks, shareholders, suppliers, customers, auditors and government authorities for their support and co-operation.

For and On Behalf of Board of Directors

Sd/- Sd/-

Jay Atul Parekh Sejal Sanjiv Shah

Managing Director Director

DIN: 10686834 DIN: 09591841

Place: Ahmedabad Date: 04/09/2024