Vasudhagama Enterprises Ltd Directors Report

To

The Members

Vasudhagama Enterprises Limited

Your Directors have pleasure in submitting herewith the 36^th Annual Report of the Company with the audited Statements of accounts for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

The summary of the Companys Financial performance for the Financial Year 2024-2025 as compared to the previous Financial Year 2023-2024 is given below:

Particulars	2024-2025	2023-2024	2024-2025	2023-2024
	Consolidated		Standalone
Total Income	2624.94	2112.97	1183.60	1288.22
Less: Expenses	2314.21	1,873.43	1048.56	1154.57
Net Profit before Finance Cost, Depreciation & Tax	310.73	239.54	135.04	133.65
Less: Finance Costs	-	-	-	-
Less: Depreciation & Amortization Expenses	74.23	23.26	15.32	8.85
Net Profit before Tax	236.50	216.28	119.72	124.81
Less: Tax Expenses	60.35	54.88	29.93	32.01
Profit after Tax	176.15	161.40	89.78	92.80
Minority Interest	2.25	-	-	-
Profit after Minority Interest	173.90	161.40	89.78	92.80

2. OPERATION/STATE OF THE COMPANYS AFFAIRS:

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

The consolidated revenue from operations of the Company was Rs.2624.94 Lakhs during the financial year 2024-2025. The consolidated net profit after tax was Rs.176.15 during the financial year 2024-2025.

The standalone revenue from operations of the Company was Rs.1183.60 Lakhs during the financial year 2024-2025 as compared of Rs.1288.22 Lakhs of previous year. The Standalone net profit after tax was Rs.89.78 Lakhs during the financial year 2024-2025 as compared to Rs.92.80 Lakhs of previous financial year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company has not altered its main object during the year under review.

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 31^st March, 2025.

5. CAPITAL STRUCTURE:

As on March 31, 2025 the Authorised and Paid up Share Capital of the Company is Rs.60,00,00,000 (Rupees Sixty Crore) and Rs.43,91,15,440/- (Rupees Forty-Three Crore Ninety-One Lakh Fifteen Thousand Four Hundred and Forty Only).

During the year under review, pursuant to Members Approval in Extra General Meeting held on 31^st May, 2024, the Company has issued 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. The Company has received Listing permission from BSE on 24^th September, 2024.

The paid share capital of Company has increased from Rs.16,96,44,940/- to Rs.43,91,15,440/- pursuant to allotment of 2,69,47,050 equity shares of 10/- each at a price of Rs.26/- (including premium of Rs.16/-) for acquisition of 86.24% equity shares of ZEPL.

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

No material changes and commitments affecting the financial position of the company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

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, 2025 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 investors national wide.

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial year, 10 (Ten) meetings of the Board of Directors of the Company were held on 19/04/2024, 04/05/2024, 29/05/2024, 29/06/2024, 12/07/2024, 12/08/2024, 04/09/2024, 14/11/2024, 06/12/2024 and 21/02/2025 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 2024-2025:

Name of Director	No. of Meeting held during the year	No. of Meetings attended during the year
Mr. Jay Atul Parekh	7	7
Ms. Sejal Sanjiv Shah	10	1
Mr. Aniket Kishor Mahale	10	10
Mr. Rajendra Waman Banote	10	10
Mr. Vikas Babu Pawar	10	10
Mr. Hiten Manilal Shah	3	3

Note:- Mr. Hiten Manilal Shah has been resigned w.e.f. 14/06/2024 and Mr. Jay Atul Parekh has been appointed w.e.f. 30/06/2024. Ms. Sejal Sanjiv Shah resigned on 26 april 2014

* Mr. Bhavik Balvantray Naiya (DIN: 08675412) as Executive Director of the company from 14^th May 2025

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 P. H. Shah Co., Chartered Accountants, Ahmedabad (Firm Registration No. 115464W) was appointed as Auditors at the 35^th Annual General Meeting for a term of five years from the conclusion of the 35^th Annual General Meeting till the conclusion of the 40^th Annual General Meeting.

There are qualifications provided in the Auditors Report for the year 2024-2025, the Company has provided the sufficient and proper evidence/confirmation/clarification and management has also provided supporting documents to Auditor for all expenditure (including capital expenditure and revenue expenditure). The Qualification provided in the audit report is not sustainable and justifiable and it does not impact the financials as the company maintains all records.

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 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 REFERREDTO IN SUBSECTION 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 arms length basis.

The detail of contracts or arrangements with related parties for the financial year ended on 31st March, 2025 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:

Name of Director/KMPs	Designation	Date of Appointment
1. Mr. Hiten Manilal Shah*	Managing Director	23/05/2022*
2. Mr. Jay Atul Parekh	Managing Director	30/06/2024
2. Mr. Aniket Kishor Mahale	Non-Executive Non - Independent Director	29/06/2022
3. Mrs. Sejal Sanjiv Shah	Executive Director	23/05/2022**
4. Mr. Rajendra WamanBanote	Non-Executive Independent Director	29/06/2022
5. Mr. Vikas Babu Pawar	Additional Director	05/07/2023
6. Mr. Bhavik Balvantray Naiya	Additional Director	14/05/2025
7. Ms. Riti Jain	Company Secretary (KMP)	27/08/2024
8. Mr. Nimesh Oza**	Chief Financial Officer (KMP)	11/07/2023**
89. Ms. Vaishnavi Deepak Padye	Chief Financial Officer (KMP)	13/08/2024

^Resigned on 14/06/2024 **Resigned on 26/04/2024

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

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

4. Resignation of Mrs. Sejal Sanjiv Shah w.e.f. 26.04.2024 respectively

ii. Changes of Key Managerial Personnel

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

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

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

iii. Profile of Directors seeking appointmeni/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 2025. All the independent directors were present at the said meeting.

V. Annual Evaluation of Boards 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 as well 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. Manjula Poddar., Practicing Company Secretary to undertake the secretarial audit for the financial year ended on 31^st March, 2025. 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 2024-2025 and hence does not require any clarification / comments.

19. Fixed Deposit

During the financial year 2024-25, 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 and Outgo:

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 Companys 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 companys 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. Employee Relations:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

31. Detail Of Fraud As Per Auditors Report:

There is no fraud in the Company during the Financial Year ended 31st March, 2025. This is also being supported by the Independent Auditors Report submitted by the Statutory Auditors of the Company stating that as no fraud has been reported for the financial year ending 31st March, 2025.

32. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2024-25, the company has not received any complaints on sexual harassment and hence no complaints are pending as on 31st March, 2025.

33. Maternity Benefit Provided By The Company Under Maternity Benefit Act 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

34. 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 two subsidiaries companies namely, Digigames Private Limited and Zecrom Enterprises Private Limited and does not have joint venture or associate company during the financial year and Zecrom Enterprises Private Limited and Digigames Private Limited have become subsidiaries 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 subsection (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.

35. 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	Aniket Kishor
Managing Director	Mahale
DIN: 10686834	Director
	DIN: 09571996
Place: Ahmedabad
Date: 04/09/2025