Vasudhagama Enterprises Ltd

To

The Members

Vasudhagama Enterprises Limited

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.

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:

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.

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.

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.

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.

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

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

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.

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

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

annual Kenori zuzj-zuzq-

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.

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.

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.

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.

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.

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.

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

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

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)

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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".

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.

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

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.

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

(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.

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.

Behind Kiran Motors,

SG Highway Bodakdev,

Ahmedabad - 380054

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Vasudhagama Enterprises Limited (Formerly Known as Ozone World

Limited) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of Vasudhagama Enterprises Limited's books, papers, minutes books, forms and returns filed another records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2024 ('Audit Period') generally complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Vasudhagama Enterprises Limited (CIN: L65910GJ1989PLC0012835) for the financial year ended on 31st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities Regulations, 2008 (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period);

(vi) There was no specific applicable law to the Company during the Audit Period.

During the period under review, the Company has broadly complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc.

I have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards with respect to Meeting of Board of Director (SS-1), General Meeting (SS-2) and Dividend (SS-3) issued by The Institute of Company Secretaries of India related to Board meetings, General Meeting and Dividend;

2. The Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 ("Listing Regulations") (Except non-applicability of corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and PARA C, D and E of Schedule V as per Regulation 15(2) of the Listing Regulations).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to following observations:

Some of the E-forms like Annual filing, DIR -12 and MGT 14 filed with additional filing fee.

The Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were usually sent seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size

and operations of the Company to monitor and ensure compliances with applicable laws, rules, regulations and guidelines.

I further Inform/^repoit that during the audit period, there were instances of:

I. 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/-) for consideration other than cash (share swap).

II. No Rights/debentures/ sweat equity shares were allotted.

III. No Redemption/buy-back of securities.

IV. No Merger/ amalgamation/ reconstruction etc.

V. No Foreign technical collaborations.

G-04, Newyork Corner Building,

Behind Kiran Motors,

SG Highway, Bodakdev,

Ahmedabad - 380054

My Secretarial Audit Report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of the Management of the Company. My responsibility is to express an opinion on these secretarial records and procedures followed by the Company with respect to secretarial compliance.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices,

I followed provide a reasonable basis for my opinion.

3. I have not verified the applicable laws such as direct and indirect tax laws and maintenance of financial records and books of account have not been reviewed in this audit since the same have been subject to review by the statutory financial auditor, tax auditors and other designated Professionals.

4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

The Company considers human resources as its invaluable assets. This policy on Nomination & Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation"), as amended from time to time, in order to pay equitable remuneration to the Directors, KMPs and Employees of the Company and to harmonize the aspirations of human resources consistent with the goals of the Company.

This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

DEFINITIONS:

"Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;

"Key Managerial Personnel" means:

i) Managing Director, or Chief Executive Officer or Manager;

ii) Whole-time Director

iii) Chief Financial Officer;

iv) Company Secretary; and

v) Such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

OBTECTTVE:

The objective of the policy is to ensure that:

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and:

• Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

The role of the NRC will be the following:

> Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board for their appointment and removal and shall carry out evaluation of every director's performance;

^ Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees; ^ Formulation of criteria for evaluation of performance of independent directors and the board ofdirectors;

^ Devising a policy on diversity of board of directors;

^ Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

^ Determine our Company's policy on specific remuneration package for the Managing Director/ Executive Director including pension rights;

^ Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

^ Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose. ^ Decide the amount of Commission payable to the Whole time Directors;

^ Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.; and > To formulate and administer the Employee Stock Option Scheme.

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this positionmay be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013,

rules and regulations and the policy of the Company.

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

1. Remuneration to Managing Director/ Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Wholetime Directors.

2. Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i The Services are rendered by such Director in his capacity as the professional; and

ii In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3. Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive any, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.

b) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

c) The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

d) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

• The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

• The Committee may Delegate any of its powers to one or more of its members.

We have examined the compliance of conditions of corporate governance by Vasudhagama Enterprises Limited ("the Company") for the year ended 31^st March, 2024, as stipulated in applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Regulations').

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in applicable provisions of the Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.