Vertoz Ltd

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ("The Act") read with Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). The Financial Statements have been prepared on the accrual and going concern basis. The Financial Statements have been prepared on a historical cost basis, except for financial assets and liabilities that is measured at fair value as stated in subsequent policies.

1.2 FINANCIAL SUMMARY AND/OR HIGHLIGHTS:

The Company's standalone and consolidated performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)

1.3 OPERATIONS AND AFFAIRS OF THE COMPANY:

On standalone basis, during the year ended March 31, 2024, your Company registered its total income of 4300.19 Lakhs as compared to 5457.50 Lakhs in the previous financial year 2022-23 with a decline of 21.21%. The Net Profit after tax amounted to 258.55 Lakhs in the current year as compared to Net Profit after tax of 366.57 Lakhs in the previous year. The Comprehensive Income amounted to 264.06 Lakhs in the current year as compared to Comprehensive Income of 571.93 Lakhs in the previous year.

On consolidated basis, during the year ended March 31, 2024, your Company registered its total income of 15694.74 Lakhs for the current year as compared to 8376.19 Lakhs in the previous financial year 2022-23 with a growth of 87.37%. The Net Profit after tax amounted to 1611.77 Lakhs in the current year as compared to Net Profit after tax of 1103.68 Lakhs in the previous year resulting in growth of 46.04 %. The Comprehensive Income amounted to 1617.28 Lakhs in the current year as compared to Comprehensive Income of 1309.04 Lakhs in the previous year.

1.4 TRANSFER TO RESERVES:

The Company has Standalone closing balance of 8028.24/- Lakhs as Reserves and Surplus.

The Standalone Closing Balance of Reserve and Surplus is bifurcated as follows:

(Rs. in Lakhs)

1.5 FINAL DIVIDEND:

The Directors wish to invest the profits back into the Company for further growth and expansion, and therefore did not recommend any dividend for the Financial Year ended 31^st March, 2024.

1.6 MAJOR EVENTS OCCURRED DURING THE YEAR:

A. INCORPORATION OF WHOLLY-OWNED SUBSIDIARY VIZ. VERTOZ LIMITED, HONG

KONG:

The Company had incorporated its wholly-owned subsidiary in the name of Vertoz Limited in Hong Kong on 25^th April, 2023. Vertoz Limited is having its office at Room S, 26/F, One Midtown 11 HOI Shing Road, Tsuen Wan NT, Hong Kong. It is into Online Digital Advertising, Domain selling, Cloud Hosting, IT & IT Enabled Services and any other general trading of Goods or Services industry. The object of incorporation is to carry on the business of Online Digital Advertising, Domain Selling, Cloud Hosting, IT & IT enabled Services and other general trading of Goods or Services.

B. RESIGNATION OF MR. AKSHAY SONAR PAROLKAR AS THE CHIEF FINANCIAL OFFICER

OF THE COMPANY:

Mr. Akshay Sonar Parolkar resigned from the position of Chief Financial Officer of the Company w.e.f. 27^th July, 2023 and was relieved from his office on 15^th September, 2023 due to career advancement opportunities. Therefore, the Company appointed Mrs. Dimple Hirenkumar Shah as the Chief Financial Officer of the Company on 13^th December, 2023.

C. APPOINTMENT OF MRS. DIMPLE HIRENKUMAR SHAH AS THE CHIEF FINANCIAL

OFFICER OF THE COMPANY:

Brief Profile:

Mrs. Dimple Hirenkumar Shah holds a Bachelor of Commerce degree and is pursuing a course of Company Secretary (CS). She has an experience of 6 years in Accounts and Finance. Her role encompasses overseeing operations, decision-making, and contributing to overall company's development. She is known for her inclusive and forward-thinking leadership style. She fosters a collaborative environment, encouraging innovation and driving the team towards achieving collective goals.

D. INVESTMENT IN SILVERTECH WEB SOLUTIONS PRIVATE LIMITED:

On 8^th August, 2023, the Company acquired 51.00% of Silvertech Web Solutions Private Limited, Cost of Acquisition being Rs. 51,000/- (5100 Equity Shares at Rs. 10.00/- each). Silvertech Web Solutions Private Limited is engaged in the business of providing Advertising and Digital Marketing Services. The investment in Silvertech is strategic in nature and it will benefit the Company in terms of operational and business growth, as well as potential future earnings. Thereafter, on 2^nd January, 2024, the name of the Company changed to Perfomise Solutions Private Limited.

E. INCORPORATION OF STEP-DOWN SUBSIDIARIES OF THE COMPANY:

I. PERFOMISE INC:

Vertoz Limited's Subsidiary "Silvertech Web Solutions Private Limited" has incorporated Wholly Owned Subsidiary Company viz. "Perfomise Inc." in Wyoming, the United States of America on 23^rd October 2023. Its office is situated at 5830 E 2ND ST, STE 7000 #12121, CASPER, WY 82609. Incorporation documents for the same were received on 27^th October, 2023. Its object is to carry on the business of Online Digital Advertising Services.

II. ADMOZART LLC:

The Company's Subsidiary Vertoz Inc had incorporated the Wholly-owned Subsidiary viz. “Admozart LLC” in New Jersey, USA, the Certificate of Formation for which has been received on 27^th March, 2024 and its office is at 33 Wood Avenue, South Suite 600 lselin, New Jersey 08830. It is incorporated for buying and selling of Online Digital Advertising Services.

III. ADZURITE LLC:

The Company's Subsidiary Vertoz Inc had incorporated the Wholly-owned Subsidiary viz. “Adzurite LLC” in New Jersey, USA, the Certificate of Formation for which has been received on 27^th March, 2024 and its office is at 33 Wood Avenue, South Suite 600 lselin, New Jersey 08830. It is incorporated for buying and selling of Online Digital Advertising Services.

IV.QUALISPACE LLC:

The Company's Subsidiary Vertoz Inc had incorporated the Wholly-owned Subsidiary viz. “Qualispace LLC” in New Jersey, USA, the Certificate of Formation for which has been received on 27^th March, 2024 and its office is at 33 Wood Avenue, South Suite 600 lselin, New Jersey 08830. It is incorporated for Domain and Hosting Activities.

F. VERTOZ'S STEPDOWN SUBSIDIARY "ADNET HOLDINGS INC" HAS INCORPORATED

FOLLOWING WHOLLY-OWNED SUBSIDIARIES:

i. Mediaxchange LLC:

“Mediaxchange LLC” has been incorporated in New York, USA on 17^th January, 2024 and its office is at 100 Church Street 8^th Floor, New York City, NY 10007. Its objects is to carry on the Business of buying and selling Online Digital Advertising Services.

ii. ADVListings LLC:

“ADVListings LLC” has been incorporated in New Jersey, USA on 17^th January, 2024 and its office is situated at 30 Knightsbridge Road, Suite 525, Piscataway, New Jersey 08854. Its objects is to carry on the Business of buying and selling of Online Digital Advertising Services.

iii. Magicpocket LLC:

"Magicpocket LLC" has been incorporated in New Jersey, USA on 29^th February, 2024 and its office is situated at 33 S Wood Ave Ste 600 Iselin New Jersey, New Jersey 08830. Magicpocket LLC is incorporated for Domain Name Registration and SSL Certificate purpose.

iv. BidderAds LLC:

"BidderAds LLC" has been incorporated by Vertoz's Stepdown Subsidiary "Adnet Holdings Inc" in New Jersey, USA on 29^th February, 2024 and its office is situated at 1400 Hooper Ave 2nd Floor Toms River New Jersey, New Jersey 08753. BidderAds LLC is incorporated for buying and selling of Online Digital Advertising Services.

G. MERGER BY ABSORPTION AND EFFECTIVE DATE OF MERGER:

The Scheme of Merger by Absorption of Paynx Technologies Private Limited (First Transferor Company/ PTPL) And Qualispace Web Services Private Limited (Second Transferor Company/ QWSPL) with Vertoz Advertising Limited (Transferee Company/ VAL) and their respective Shareholders under Section 232 read with Section 230 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 was approved and sanctioned by the NCLT, Mumbai Bench vide order bearing reference number as C.P. (CAA)/274(MB)2023 IN dated 07^th February, 2024 and uploaded on the NCLT Website on 09^th February, 2024. The Certified Copy of the NCLT Order was received on 13^th February, 2024.

Your Company has fulfilled all the conditions specified in Clause 1.9 (Definition of Effective Date) read with Clause 17 (Conditionality of the Scheme) of the Scheme of Merger, the First Transferor Company, Second Transferor Company and Transferee Company. Further, we have filed the Certified Copy of the NCLT Order with the Ministry of Corporate Affairs, Government of India. The filing has been made in compliance with the Section 232(5) of the Companies Act, 2013 read with Rule 25(7) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Accordingly, in terms of Clause 1.9 (Definition of Effective Date) read with Clause 17 (Conditionality of the Scheme) of the Scheme of Merger, the Scheme of Merger became operative on 21^st February, 2024 ('Effective date'). In terms of the Scheme of Merger, Transferor Companies stand merged into and with the Transferee Company and dissolved without being wound up, on and from the Effective Date.

H. CONVERSION OF WARRANTS INTO EQUITY SHARES ON PREFERENTIAL BASIS:

The Board of Directors at its Meeting held on 29^th December 2022, had considered and approved allotment of 65,85,000 fully convertible Equity Share Warrants having face value of Rs. 10/- each at a premium of Rs. 112.93/- issued on Preferential basis in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ('SEBI ICDR Regulations') and the provisions of the Companies Act, 2013 and rules made there under.

First Tranche of Conversion of Warrants:

On 02^nd August, 2023, the Company received Application Letters from 3 (Three) Warrant Holders holding 18,00,000 (Eighteen Lakhs) Equity Share Warrants convertible into Equity Shares for exercising their right of conversion. Further, the Board of Directors at their Meeting held on 08^th August, 2023, considered and approved the allotment of 18,00,000 (Eighteen Lakhs) Equity Shares on 08^th August, 2023. Thereafter, the Company completed the process required for the Listing of the Shares on the National Stock Exchange (NSE) where the shares of the Company are listed. The details of the allotment of Equity Shares are as follows:

Second Tranche of Conversion of Warrants:

On 11^th October, 2023, the Company received Application Letters from 3 (Three) Warrant Holders holding 22,00,000 (Twenty-Two Lakhs) Equity Warrants convertible into Equity Shares requesting Conversion of their warrants into Equity Shares were received. One of the Warrant Holder holding 4,00,000 (Four Lakhs) Equity Warrants applied for partial conversion of 3,03,695 (Three Lakhs Three Thousand Six Hundred Ninety-Five) Equity Warrants. Thereafter, the Board of Directors at their Meeting held on 14^th October, 2023, considered and approved the allotment of 21,03,695 (Twenty-One Lakhs Three Thousand Six Hundred and Ninety-Five) Equity Shares. Further, the Company completed the process required for the Listing of the Shares on the National Stock Exchange of India Limited (NSE) where the shares of the Company are listed. The details of the allotment of Equity Shares are as follows:

Third Tranche of Conversion of Warrants: On 02^nd February, 2024, the Company received Application Letters from 3 (Three) Warrant Holders holding 20,96,305 (Twenty Lakhs Ninety-Six Thousand Three Hundred and Five) requesting conversion of their warrants into equity shares were received. Further, the Board of Directors at their Meeting held on 08^th February, 2024, considered and approved the allotment of 20,96,305 (Twenty Lakhs Ninety-Six Thousand Three Hundred and Five) Equity Shares. After that, the Company completed the process required for the Listing of the Shares on the National Stock Exchange of India Limited (NSE) where the shares of the Company are listed. The details of the allotment of Equity Shares are as follows:

I. GRANTING OF ESOPS:

Granting ESOPs is a strategic decision that can have significant benefits for both Employees and the Company, fostering a sense of ownership and aligning interests between Employees and Shareholders. In view of the above, the Company has granted 51,600 ESOPs to its Employees, upon the recommendation from Nomination and Remuneration Committee and approval from the Board of Directors. The Board of Directors at their Meeting held on 8^th February, 2024, granted 51,600 (Fifty-One Thousand and Six Hundred) Stock Options under the Vertoz Advertising Limited Employee Stock Option Plan 2023' to the eligible employees of the Company. The details of the ESOP and Grant of Option of ESOP are given in the “Annexure - 11”.

J. CORPORATE ACTION:

i. Conversion of Warrants into Equity Shares:

Pursuant to Allotment of 18,00,000 (Eighteen Lakhs) Equity Shares in the Board of Directors Meeting held on 08^th August, 2023, the Company made an application for In-principle Approval for the said Equity Shares. In-principle Approval for listing of 18,00,000 Equity Shares of Rs. 10/- each allotted on preferential basis was received from National Stock Exchange of India Limited (NSE) on 14^th September, 2023. The Final Listing Approval was granted by the National Stock Exchange of India Limited (NSE) on 26^th September, 2023 and the equity shares so allotted were admitted for dealing on the Exchange from 27^th September, 2023.

Pursuant to Allotment of 21,03,695 (Twenty-One Lakhs Three Thousand Six Hundred and Ninety-Five) Equity Shares in the Board of Directors Meeting held on 14^th October, 2023, the Company made an application for In-principle Approval for the said Equity Shares. In-principle approval for listing of 21,03,695 Equity shares of Rs. 10/- each allotted on preferential basis was received from National Stock Exchange of India Limited (NSE) on 03^rd January 2024. The Final Listing Approval was granted by the National Stock Exchange of India Limited (NSE) on 12^th January 2024 and the equity shares so allotted were admitted for dealing on the Exchange from 15^th January, 2024.

Pursuant to Allotment of 20,96,305 (Twenty Lakhs Ninety-Six Thousand Three Hundred and Five) Equity Shares in the Board of Directors Meeting held on 08^th February 2024, the Company made an application for In-principle Approval for the said Equity Shares. In-principle approval for listing of 20,96,305 Equity shares of Rs. 10/- each allotted on preferential basis was received from National Stock Exchange of India Limited (NSE) on 28^th February 2024. The Final Trading and Listing Approval was granted by the National Stock Exchange of India Limited (NSE) on 11^th March 2024.

ii. Allotment pursuant to Merger:

Allotment of 24,60,000 (Twenty-Four Lakhs Sixty Thousand) Equity Shares pursuant to the Scheme of Merger by Absorption between Paynx Technologies Private Limited ("First Transferor Company") and Qualispace Web Services Private Limited ("Second

Transferor Company") with Vertoz Advertising Limited ("Transferee Company") and their respective Shareholders was considered and approved in Meeting of Board of Directors held on 07^th March 2024. The Company applied for the In-principle approval for the 2,40,60,000 Equity Shares of Rs. 10/- each pursuant to Merger vide Application Number 40588 on 13^th March 2024 and received the In-principle Approval on 21^st May 2024. The Trading and Listing Approval of the said Application was received on 29^th May 2024.

K. CHANGE IN NATURE OF BUSINESS:

Pursuant to the effective date of Merger, i.e., 21^st February 2024, the Company consolidated all its technology platforms under two broad categories MadTech and CloudTech.

While the Company specializes in MadTech solutions with its diverse platforms and services that facilitate a wide range of digital marketing and advertising technology, this amalgamation will add a plethora of Digital Identity (Domain Name) and Cloud services to Vertoz's portfolio.

Additionally, several brands under the umbrella of PayNX Technologies Private Limited and QualiSpace Web Services Private Limited, along with their US-based subsidiaries, have merged with Vertoz Advertising Limited.

Major brands associated with Vertoz pursuant to this Merger are as follows

QualiSpace: Qualispace is a premier cloud infrastructure provider, delivering all-encompassing web-presence solutions. Their offerings include Cloud Servers, Web Hosting, Advanced Enterprise Email solutions, Security Certificates, and more and it is catering to 8000+ small and medium businesses.

ConnectReseller: ConnectReseller is an ICANN-accredited and globally acclaimed entity ranked among the top 50 domain registrars. With a wide-ranging portfolio of TLDs and ccTLDs. ConnectReseller offers domain registration and SSL certificates through its network of 13,000 resellers and over 2 million domains under management across the globe.

Furthermore, numerous media properties and advertising networks have also merged. These additions seamlessly complement Vertoz's established MadTech business, enriching its offerings and fortifying its presence in the CloudTech sector. Following this strategic move, Vertoz has now become a one-stop shop for the entire digital landscape for businesses. From Digital Identity (domain name) to Cloud

Infrastructure, and Marketing & Advertising services, Vertoz now offers a holistic suite of solutions. These offerings seamlessly align with Vertoz's overarching vision of Empowering the Digital Landscape.

1.7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

There were few material changes that happened since the end of the year and till the date of the Report. The same are as follows:

We received the In-principle approval from NSE for listing of listing of 2,40,60,000 equity shares of Rs. 10/- each allotted pursuant to the Scheme of amalgamation on 21^st May, 2024.

On 28^th March, 2024, the Company received an application from one Warrant Holder being one of the Promoters of the Company, holding 2,92,500 Equity Warrants Conversion of their warrants into equity shares. Further, the Board of Directors at their Meeting held on 03^rd April, 2024, the Board of Directors considered and approved allotment of 2,92,500 Equity Shares. In-principle approval for listing of 2,92,500 Equity shares of Rs. 10/- each allotted on preferential basis was received from National Stock Exchange of India Limited (NSE) on 07^th June, 2024. The Final Listing Approval was granted by the National Stock Exchange of India Limited (NSE) on 18^th June, 2024 and the equity shares so allotted were admitted for dealing on the Exchange from 19^th June, 2024.

On 01^st March, 2024, Mrs. Nilam Doshi (DIN: 07848294) Independent Director, tendered her resignation from the post of Independent Director of the Company due to some personal reasons. She also confirmed that there were no material reasons other than those mentioned in her resignation letter.

The Company was in the process of identifying a suitable candidate for filling the position of the Non-Executive Independent Director. Thus, Mr. Rajkumar Gupta was appointed as an Additional Independent Director on the Board of the Company by way of Circular Resolution on 06^th May 2024.

Brief Profile:

Mr. Rajkumar Gupta (DIN: 10616896) is a Practicing Company Secretary and Founding Member, Rajkumar Gupta & Co. He has varied experience in corporate and legal matters. He collaborates and maintains healthy relations through panel advocate, negotiates settlements, recovery cases etc. He has expertise in banking and non-banking company matters. He is a very focused professional with his expertise covering all areas of Corporate Laws, Civil Law, IPR Law, and in Real Estate etc. He is the Fellow Member of the Institute of Company Secretaries of India and also possesses Bachelor Degree of Commerce (B.com).

Upon the recommendation from Nomination and Remuneration Committee, the Board has approved the appointment of Mrs. Dimple Hirenkumar Shah (DIN: 07788365) as an Executive Director of the Company with effect from 22^nd May, 2024, subject to the approval of the Shareholders. Mrs. Dimple Hirenkumar Shah's new designation will be Chief Financial Officer & Executive Director of the Company.

Brief Profile:

Mrs. Dimple Hirenkumar Shah holds a Bachelor of Commerce degree and is pursuing course of Company Secretary (CS). She has an experience of 6 years in Accounts and Finance. She fosters a collaborative environment, encouraging innovation and driving the team towards achieving collective goals. After considering her remarkable contribution to the growth of the Company as the Chief Financial Officer, the Board of Directors have appointed her as an Executive Director of the Company.

Mr. Rasiklal Hathichand Shah (DIN: 00091585), Non-Executive Director of the Company has resigned from the office of Non-Executive Director with effect from 22^nd May, 2024.

The Board of Directors vide Circular Resolution dated 27^th March, 2024 approved the resolution for change in name of the Company from “Vertoz Advertising Limited” to “Vertoz Limited”, subject to the approval of Shareholders, Registrar of Companies and other Regulatory Authorities.

Thereafter, the Shareholders approved the resolution through Postal Ballot on 24^th May, 2024, for name change of the Company and the Company has filed the e-form INC-24 with the Registrar of Companies. The Company has received fresh Certificate of Incorporation dated 04^th July, 2024.

The Internal Audit was carried out by in-house Internal Audit Department, for the Financial Year 2023-2024. The periodical Audit Reports, including significant audit observations and corrective actions there-on, are presented to the Chairman of the Audit Committee for deliberation, discussion and implementation.

On 31^st May, 2024, the Internal Auditor of the Company, Mr. Kashish Shah, resigned from his office and hence the position of Internal Auditor is also vacated.

The Company is looking for a suitable candidate for the said position.

The Company proposed to increase the Authorised Share Capital of the Company from Rs. om Rs. 50,07,00,000/- (Rupees Fifty Crores and Seven Lakhs Only) divided into 5,00,70,000 (Five Crores and Seventy Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 1,00,00,00,000/- (Rupees One Hundred Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each by addition of 4,99,30,000 (Four Crore Ninety-Nine Lakhs and Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only), ranking pari-passu in all respect with the existing Equity Shares of the Company.

The Company has received the approval for the same from the Board of Directors and Shareholders in their meeting held on 31^st May, 2024 and 24^th June, 2024, respectively.

The Company proposed to sub-divide/ split its Equity Shares such that each of the Equity Share having face value of Rs. 10/- (Rupees Ten Only) each in the authorised and paid-up capital of the company (fully paid-up), be sub-divided into 10 (Ten) Equity Shares of face value of Re. 1/- (Rupee One only) each, fully paid-up, ranking pari-passu in all respects with effect from Record Date i.e. 5^th July, 2024.

The Company has received the approval for the same from the Board of Directors and Shareholders in their meeting held on 31^st May, 2024 and 24^th June, 2024, respectively.

In furtherance of the above the Company has created new ISIN i.e. INE188Y01023.

10. CAPITALISATION OF SECURITIES PREMIUM ACCOUNT AND ISSUE OF BONUS SHARES:

Capitalization of Securities Premium Account for the purpose of issuance and allotment of Bonus Equity Shares of face value of Re. 1/- (Rupee One only) each, to be credited as fully paid-up Equity Shares to the holders of the existing Equity Shares of the Company whose names appear in the Register of Members or in the Register of Beneficial Owners maintained by the Company/ Depositories as on the Record Date. i.e. 5^th July, 2024.

The Company has received the approval for the same from the Board of Directors and Shareholders in their Meeting held on 31^st May, 2024 and 24^th June 2024, respectively.

1.8 DETAILS OF REVISION OF FINANCIAL STATEMENTS OR THE REPORT

There was no occasion whereby the Company has either revised or required to revise the Financial Statement or the Board's Report of the Company for any period prior to the FY 2023-2024. As such, no specific details are required to be given or provided.

The detailed discussion on the overview of the industry is covered under Management Discussion and Analysis Report which forms part of this Report.

2.2 ECONOMIC OUTLOOK

The detailed discussion on the Global Economic outlook is covered under Management Discussion and Analysis Report which forms part of this Report.

The existing Capital Structure of the Company is as follows:

Note 1: Pursuant to the Effective Date of Scheme of Merger by Absorption of Paynx Technologies Private Limited (First Transferor Company/ PTPL) And Qualispace Web Services Private Limited (Second Transferor Company/ QWSPL) with Vertoz Advertising Limited (Transferee Company/ VAL) and their respective Shareholders i.e. on 21^st February, 2024, 21^st February, 2024 the Authorized Share Capital of the Company increased from 50 Crores to 50.07 Crores. Note 2: Pursuant to Conversion of Equity Share Warrants and Allotment thereof, following changes occurred in the Paid-up Share Capital of the Company:

Further, the Company has neither issued any Convertible or Non-Convertible Securities, Debentures, Bonds, Shares with differential voting rights as to dividend, voting or otherwise, nor issued or granted any Stock Options, Sweat Equity Shares during the FY 2023-2024 except as mentioned above.

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, your Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF) during the financial year -2023-2024.

During the Financial Year, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the Financial Year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

During the financial year under review, all transactions/contracts/arrangements entered into by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, were in ordinary course of business and on an arm's length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no members' approval was required to be given in this regard.

Accordingly, the disclosure of Related Party Transactions at arm's length price for the FY -2023-2024 as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is given in “Annexure 3”.

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy have not been furnished considering the nature of activities undertaken by the company during the year under review.

B. Research and Development and Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of research and development and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

C. Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

During the FY 2023-2024 under review, the Loans/Advances made by the company have been furnished in Notes forming part of the Accounts.

The brief details of legal structure of the Company and its Subsidiary and Step-down Subsidiary as follows: i. VERTOZ INC (US):

This Subsidiary deals with Online Advertising Solutions and media inventory buying and selling across the world. This is fully operational profit-making unit situated at California, USA having its two operational branch at New York and New Jersey, USA and eight (8) step-down subsidiaries holding 100% stake in it located at USA in the name of Adnet Holdings Inc, PubNX Inc, Zkraft Inc, AdZurite Inc, AdMozart Inc, AdZurite LLC, Qualispace LLC and AdMozart LLC. The consolidated operation activities brief as follows:

ii. VERTOZ LTD (UK):

This Subsidiary deals with Online Advertising Solutions and media inventory buying and selling across the world. This is fully operational profit-making unit situated at London, UK having its one operational step-down subsidiary holding 100% stake in it located at UAE in the name of Vertoz Advertising FZ-LLC which is also operational in nature. The consolidated operation activities brief as follows:

iii. ADZURITE SOLUTIONS PRIVATE LIMITED:

This Subsidiary is a Performance Marketing Company backed with technology which proffers Services and advertising needs. Its advanced solutions and premium Partners aid Advertisers earn better ROIs.

iv. OWN WEB SOLUTION PRIVATE LIMITED:

This Subsidiary is a Company engaged in Web Hosting, Designing & Content writing, Domain Name Registration & Renewal, Software Development and/or to provide Software as a Service, Dedicated Server and/or Server Co-location, Business Process Outsourcing, Research and Development, Server Management & Maintenance, Web Services & Consultancy, Payment Gateway Services, Email Hosting, Providing Internet Service, Data Center Services and all other web hosting related businesses in Domestic and International Market.

v. INCREMENTX PRIVATE LIMITED

This Subsidiary is incorporated in India to carry on the business of Digital Advertising and Monetization, Internet-based Advertising, Digital Marketing, Advertising Consulting and act as a service agent or an intermediary between the Digital Marketers/ Advertisers and the Digital Publishers and help them to increase (increment) the revenue and as needed expand the same business across the globe by setting up business units or appointing partners.

vi. VERTOZ FZ-LLC

This Subsidiary is a Company incorporated in UAE with the Government of Ras Al Khaimah, UAE and it got the license on 5^th August 2022. It is incorporated to carry out the business of Digital Advertising, Domain selling, Cloud Hosting and providing IT & IT enabled services in Domestic and International Market.

vii. VERTOZ LIMITED (HONGKONG):

This Wholly-owned Subsidiary is incorporated in Hong Kong on 25^th April 2023 to carry on the business of Online Digital Advertising, Domain selling, Cloud Hosting IT & IT-Enabled Services and any other general trading of Goods or Services.

viii. PERFOMISE SOLUTIONS PRIVATE LIMITED (FORMERLY KNOWN AS SILVERTECH WEB

SOLUTIONS PRIVATE LIMITED):

Perfomise Solutions Private Limited. (Formerly known as Silvertech Web Solutions Private Limited) an Indian Company became the Wholly-owned Subsidiary of Vertoz Advertising Limited on the acquisition of 51.00% Equity Shares through their authorized representative on 08^th August 2023.

ix. ADMERIDIAN INC:

Earlier it was Wholly-owned Subsidiary of PayNX Technologies Private Limited, but pursuant to Merger which became effective from 21^st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Advertising Limited. It was incorporated on 29^th July 2016 and is engaged in the business of Advertising Services and is located at 99 Hudson Street, 5^th Floor, New York, 10013, US. AdMeridian offers a programmatic and automated advertising platform for advertisers and publishers to reach their target audience.

x. HUEADS INC:

Earlier it was Wholly-owned Subsidiary of PayNX Technologies Private Limited, but pursuant to Merger which became effective from 21^st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Advertising Limited. It was incorporated on 29^th July

2026 and it aims at providing media solution to all online sellers and buyers in the world of digital media through our advanced open bidding system and helps them monetize & grow throughout their journey.

xi. OWNREGISTRAR INC:

Earlier it was Wholly-owned Subsidiary of PayNX Technologies Private Limited, but pursuant to Merger which became effective from 21^st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Advertising Limited. It was incorporated on 29^th July 2016. It is one of the few white-labeled domain registrars in the world. Since the inception of its domains and hosting provider company, OwnRegistrar boasts of being a complete Domain Solutions Provider.

xii. QUALISPACE INC:

Earlier it was Wholly-owned Subsidiary of PayNX Technologies Private Limited, but pursuant to Merger which became effective from 21^st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Advertising Limited. It was formed on 29^th July 2016 and is engaged in the business of Domain and Hosting Activities. It is located at 33 Wood Avenue, South Suite 600 lselin, New Jersey 08830.

xiii. VOKUT INC:

Earlier it was Wholly-owned Subsidiary of PayNX Technologies Private Limited, but pursuant to Merger which became effective from 21^st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Advertising Limited. It was incorporated on 29^th July

2016. Vokut is a Premium Publisher Network acts as Strategic Platform, bridges the gap between a publisher's direct sale of guaranteed inventory and their 3^rd party sold, non-guaranteed inventory.

During the year under review, the Board of Directors have reviewed the affairs of the Subsidiaries. Pursuant to the provisions of sub section (3) of section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the Financial Statement of each of our Subsidiaries are set out in the prescribed format AOC-1 which forms part of the Financial Statements section of this Annual Report attached as “Annexure 2”.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/Advances made to, and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

10. ANNUAL RETURN:

As required under Section 134(3)(a) of the Act, the Annual Return in accordance with Section 92(3) in Form No. MGT-7 for the Financial Year 2023-2024, is available on the Company's website https://www.vertoz.com/ir/financials/

11. NUMBER OF MEETINGS OF BOARD:

During the Financial Year under review the Board met 9 (Nine) times on 25^th April, 2023, 08^th August, 2023, 04^th September, 2023, 29^th September, 2023, 14^th October, 2023, 09^th November, 2023, 13^th December, 2023, 08^th February, 2024 and 7^th March, 2024. The necessary quorum was present at all the Meetings. The intervening gap between any two Meetings was not more than one hundred and twenty days as prescribed by the Act.

For details of Meeting, please refer Corporate Governance Report, forming part of this Annual Report.

12. COMMITTEES OF THE BOARD

As on 31^st March, 2024, the Board of Directors has duly constituted the Audit Committee, the Stakeholders Relationship Committee and the Nomination & Remuneration Committee.

The details about the composition of the Board and its Committees are provided in the Corporate Governance Report.

13. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The internal audit is carried out by in house Internal Audit Department, for the Financial Year 2023-2024. The periodical Audit Reports, including significant audit observations and corrective actions thereon, are presented to the Chairman of the Audit Committee for deliberation, discussion and implementation.

14. MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE

COMPANY:

a) DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors is duly constituted and consists of the following 06 (six) Directors as on the close of the financial year:

{*Mr. Rasiklal Hathichand Shah has resigned from the office of director w.e.f. 22^nd May 2024.

g) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company has duly paid the requisite Annual Listing Fees for the FY 2023-2024, to the National Stock Exchange of India Limited (NSE).

The Company has also duly paid the requisite annual custodian/depository fee and other fees for the FY 2023-2024, to the National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL).

h) POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

Your Company is an employer who offers equal opportunity to all of its employees and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

The Company has in place an appropriate Policy on Prevention of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees. The Policy is available on the Company's website https://vertoz.com/ir/policies/.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company ensures that no employee is disadvantaged by way of gender discrimination.

The Company did not receive any complaint during the financial year 2023-2024.

27. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER

DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as “Annexure 5”.

28. APPRECIATION:

Your Directors' wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Company's performance.

Your Directors' would also like to thank the employees, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

For & on behalf of Board of Directors of Vertoz Limited (Formerly known as Vertoz Advertising Limited)