Directors Report of Vertoz Ltd.

Mar 31, 2024

Your Directors'' have pleasure in presenting this 13^th Annual Report on the affairs of the Vertoz Limited (Formerly known as Vertoz Advertising Limited) ("the Company") together with the Audited Statement of Accounts for the Financial year ended on 31^st March, 2024.

1. COMPANY SPECIFIC INFORMATION

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:

(^ in Lakhs)

	Standalone Figures		Consolidated Figures
Particulars	FY 23-24	FY 22-23	FY 23-24	FY 22-23
	(Ind-AS)	(Ind-AS)	(Ind-AS)	(Ind-AS)
Gross Income	4300.19	5457.50	15694.74	8376.19
Profit/(Loss) Before Interest and Depreciation	551.22	731.72	2306.03	1800.39
(-) Finance Charges	(109.76)	(98.64)	(152.93)	(146.30)
Gross Profit/(Loss)	441.46	633.08	2153.1	1654.09
(-) Provision for Depreciation	(158.06)	(133.86)	(568.76)	(261.95)
Net Profit Before Tax	283.40	499.22	1584.34	1392.14
(-) Provision for Tax	(70.71)	(131.63)	(18.39)	(287.44)
(-) Deferred Tax	45.86	(1.02)	45.82	(1.02)
Net Profit After Tax	258.55	366.57	1611.77	1103.68
Balance of Profit/(Loss) brought forward	258.55	366.57	1611.77	1103.68
(-) Consolidation Revaluation Gain/(Loss)	0.00	0.00	0.00	0.00
Balance available for appropriation	258.55	366.57	1611.77	1103.68
(-) Proposed Dividend on Equity Shares	0.00	0.00	0.00	0.00
(-) Tax on proposed Dividend	0.00	0.00	0.00	0.00

(-) Transfer to General Reserve	0.00	0.00	0.00	0.00
Profit for the Period	258.55	366.57	1611.77	1103.68
Other Comprehensive Income
(i) Items that will not be reclassified to Profit or Loss	5.51	205.36	5.51	205.36
(ii) Income tax relating to above	0.00	0.00	0.00	0.00
Total Comprehensive Income	264.06	571.93	1617.28	1309.04

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:

(^ in Lakhs)

Sr. No.	Particulars	As at 31^st March, 2024
1.	Surplus from Profit & Loss Account
	Opening Balance	1871.26
	Add: Profit/(Loss) for the period	246.94
	Add: Forex Revaluation Reserve	17.12
	Add: Merger Effect on P& L	254.45
2.	Securities Premium (n/off preliminary expenses)	7628.92

3.	Equity Share Warrants	449.46
4	Reserve on Merger	-2439.92

	Total Value in INR	8028.24

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^thDecember, 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^thFebruary, 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:

Sr No.	Name of the Allottee	No. of Equity shares allotted
1.	Prachi Hitesh Rupareliya	6,00,000
2.	Kurjibhai Premjibhai Rupareliya	6,00,000
3.	Lalitaben Kurjibhai Rupareliya	6,00,000
Total		18,00,000

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:

Sr. No.	Name of Allottee	No. of Equity shares allotted
1	Nexpact Limited	9,00,000
2	AG Dynamic Fund Limited	9,00,000
3	Shankar Sharma	3,03,695
Total		21,03,695

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:

Sr. No.	Name of Allottee	No. of shares Allotted
1.	Saint Capital Fund	18,00,000
2.	Shankar Sharma	96,305
3.	Harshaben Tejasbhai Joshi	2,00,000
Total		20,96,305

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:

â¢ 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.

â¢ 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^thOctober, 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^thJanuary, 2024.

â¢ 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^thFebruary 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:

1. LISTING APPROVAL RECEIVED FOR SHARES ALLOTTED PURSUANT TO MERGER:

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.

2. CONVERSION OF SHARE WARRANTS INTO EQUITY SHARES:

Fourth Tranche of Conversion of Warrants:

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^thJune, 2024.

3. APPOINTMENT OF MR. RAJKUMAR GUPTA (DIN: 10616896) AS AN ADDITIONAL NON- EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

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 nonbanking 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).

4. APPOINTMENT OF MRS. DIMPLE HIRENKUMAR SHAH (DIN: 07788365) AS AN ADDITIONAL EXECUTIVE DIRECTOR OF THE COMPANY:

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.

5. RESIGNATION OF MR. RASIKLAL HATHICHAND SHAH (DIN: 00091585) FROM THE POSITION OF NON-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^ndMay, 2024.

6. CHANGE IN THE NAME OF THE COMPANY FROM "VERTOZ ADVERTISING LIMITED" TO "VERTOZ LIMITED":

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^thMay, 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.

7. RESIGNATION OF INTERNAL AUDITOR OF THE COMPANY:

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.

8. INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY:

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.

9. SUB-DIVISION OF EQUITY SHARES OF THE COMPANY:

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.

2. GENERAL INFORMATION:

2.1 OVERVIEW OF THE INDUSTRY

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.

3. CAPITAL AND DEBT STRUCTURE:

The existing Capital Structure of the Company is as follows:

Particulars	31^st March 2024	31^st March 2023
Particulars	Amount (Rupees in lakhs)
Authorised Share Capital 5,00,00,000 Equity Shares of ^ 10/- (Rupees Ten) each	5007.00 (Refer Note 1)	5,000.00
Issued, Subscribed and Paid-up Share Capital 4,20,30,000 Equity Shares of ^ 10/- (Rupees Ten) each	4203.00 (Refer Note 2)	1,197.00

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^stFebruary, 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:

Sr. No.	1	2	3	4
Changes in Paid-up Share Capital (In Rs.)	13,77,00,000	15,47,36,950	17,97,00,000	42,03,00,000
Changes in Paid-up Share Capital (In Shares)	1,37,70,000	1,54,73,695	1,79,70,000	4,20,30,000
Reason for Change	Pursuant to Conversion of Equity Share Warrants and Allotment of 18,00,000 Equity Shares on 08^th August, 2023	Pursuant to Conversion of Equity Share Warrants and Allotment of 21,03,695 Equity Shares on 14^th October, 2023.	Pursuant to Conversion of Equity Share Warrants and Allotment of 20,96,305 Equity Shares on 08^thFebruary, 2024.	Allotment of Shares pursuant to Merger made on 07^thMarch, 2024

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.

4. UNPAID DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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.

5. DEPOSITS:

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.

6. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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".

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

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.

Particulars	FY 2023-2024
Foreign Exchange Inflow	12,66,81,009
Foreign Exchange Outflow	50,07,984

8. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

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

9. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The brief details of legal structure of the Company and its Subsidiary and Step-down Subsidiary as follows:

(India) Promoters & Promoters Group Holding : 56.33% Public Holding: 43.67%
f Solution^ Web ^â¢ew^Venoz-~renorm, - W s Pvt Solution ^ntXPvL ,^Umlted56 FZLLC Â¦	âi<â¢ Vertoz OwnRegi Qualispa Hueads Vokut Admerid Â¦
Ltd. Pvt. Ltd. ,,^Lâ- ^(HÂ°ⁿfÂ° ^SÂ°âÂ°" (USE) I L , J (India) . ng) < Pvt Ltd KI	(UK) (USA) (USA) (USA) (USA) (USA) I
L . . _e Â¥ ZKraft f PubNX f AdMoza *AdZuritef Adzuntef ,Â°^miS tv'',7 INC INC "INC INC ^LLC lUAE) ^{(usfl) (usfl) (usfl\| (usfl)} <^USfl)	Mmrnm	Adokut Inc (USA)
	*	AdCanny* Inc (USA) AdZesto Inc (USA) ^ Boffoads Inc (USA) Flairads Inc (USA) Admida Inc (USA) OwnAdt ech Inc (USA)

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:

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2022-2023

69,38,38,144

37,39,41,596

4,12,32,654

40,42,514

2023-2024

1,12,52,96,914

42,61,11,884

20,93,664

35,28,867

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:

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2022-2023

35,81,78,528

5,40,43,160

41,45,254

1,15,58,646

2023-2024

36,12,85,875

2,05,64,363

-22,27,048

-1,05,88,956

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2022-2023

1,19,83,168

3,27,35,478

23,34,966

2,32,394

2023-2024

87,82,459

82,56,460

5,61,843

92,008

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2022-2023

1,82,36,806

2,35,16,297

17,21,708

-3,63,198

2023-2024

77,90,784

4,16,16,976

11,01,037

97,646

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2022-2023

1,13,64,393

40,17,707

1,42,035

1,35,314

2023-2024

1,43,52,991

1,78,87,264

6,11,864

-1,23,042

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2022-2023

3,24,97,179

14,51,60,232

2,41,34,552

62,53,087

2023-2024

52,74,01,097

95,46,35,890

13,45,52,589

-27,03,227

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2023-2024

2,66,255

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2023-2024

87,42,987

2,69,34,818

-3,11,18,824

8,01,442

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2023-2024

18,16,62,114

5,67,67,249

1,29,80,236

39,41,050

x. HUEADS INC:

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2023-2024

1,93,57,575

65,39,450

-34,053

3,41,650

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2023-2024

5,38,79,748

4,69,17,472

2,29,63,822

1,06,55,386

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2023-2024

1,16,38,418

6,86,616

-2,60,853

21,75,063

xiii. VOKUT INC:

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.

Financial

Year

Total

Assets

Total

Revenue

Share of Net Profit/(Loss)

Net

Cash Flows

2023-2024

27,55,694

4,84,399

-63,38,123

38,707

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^thAugust, 2023, 04^th September, 2023, 29^th September, 2023, 14^th October, 2023, 09^thNovember, 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:

Sr. No.	Name of Directors	DIN/PAN	Category	Members of Audit Committee	No. of Shares held as on 31^stMarch, 2024^A	No. of Equity Share Warrants held as on 31^st March 2024
1	Hirenkumar Rasiklal Shah	00092739	Whole-time Director	Yes	1,06,87,824	2,92,500
2	Ashish Rasiklal Shah	00092787	Non Executive Director	No	1,06,87,827	2,92,500
3	Rasiklal Hathichand Shah*	00091585	Non Executive Director	No	119700	NIL
4	Harshad Uttamchand Shah	07849186	Chairman & NonExecutive Director	No	170284	NIL

Rohit

Keshavlal

Vaghadia

07946771

Independent

Director

Yes

63,020

NIL

Dimple

Hirenkumar

Shah#

AZYPS5749M

Chief

Financial

Officer

25,10,000

Nil

Zill Shah

EZOPS6680B

Company Secretary & Compliance Officer

1904

Nil

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

#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 w.e.f. 15^th September 2023. Mrs. Dimple Hirenkumar Shah was appointed as Chief Financial Officer of the Company on 13^th December 2023.

^A The Shareholding as on 31^st March 2024, includes allotment made pursuant to Merger on 7^th March 2024, however the Listing and Trading Approval was received on 29^th May 2024.}

b) CHANGES IN COMPOSITION OF BOARD OF DIRECTORS:

Mrs. Nilam Doshi (DIN: 07848294) Non-Executive Independent Director has resigned on 01^stMarch, 2024 due to personal reasons. The Board of Directors has filled-up the vacancy by appointing Mr. Rajkumar Gupta on 6^th May, 2024 vide Circular Resolution.

c) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Harshad Uttamchand Shah (DIN: 07849186), is liable to retire by rotation and being eligible for reappointment at the ensuing AGM of your Company, has offered himself for re-appointment.

d) ANNUAL EVAULATION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Pursuant to the applicable provisions of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its all Committees. The Board''s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effective participation of Board of Directors in its meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

e) DECLARATION BY INDEPENDENT DIRECTORS:

During the Financial Year under review, declarations were received from all Independent Directors of the Company that they satisfy the Criteria of Independence as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under.

Based on the declaration received from all the Independent Directors and also in the opinion of the Board, all independent Directors possess integrity, expertise, experience & proficiency and are independent of the Management.

During the year under review, none of the Independent Directors of the Company has had any pecuniary relationship or transactions with the Company, other than sitting fees or commission.

f) POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as mandated under Section 178 (3) of the Act, is available on the Company''s website at the link: https://vertoz.com/ir/policies/.

The details with respect to training and familiarization programs can be accessed at https://www.vertoz.com/ir/management-and-committee/.

15. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors confirm that the Company, has duly complied and is complying, with the applicable Secretarial Standard/s, namely Secretarial Standard - 1 (''SS-1'') on Meetings of the Board of Directors and Secretarial Standard - 2 (''SS-2'') on General Meetings, during the FY 2023-2024.

16. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the FY 2023-2024 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or provided.

17. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2023-2024 under review, there were no failure to implement any corporate action.

18. VIGIL MECHANISM / WHISTLE BLOWER:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors of the Company has, framed "Vigil Mechanism Policy" for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to Employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

19. RISK MANAGEMENT:

All material risks faced by the Company are identified and assessed. For each of the risks identified, corresponding controls are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting risk on a periodic basis.

20. AUDITORS:

a) APPOINTMENT:

M/s. Mittal & Associates, Chartered Accountants (FRN: 106456W), were appointed as Statutory Auditors of the Company at the Seventh Annual General Meeting (AGM) held on 28^th August, 2018 for the first term to hold office for a period of 5 (five) years from the conclusion of the Seventh AGM until the conclusion of the Twelfth AGM of the Company. They were re-appointed for a second term of consecutive 5 (five) years starting from the conclusion of the 12^th AGM held on 29^th September 2023 until the conclusion of the 17^th AGM to be held for the financial year 2027-2028.

The Statutory Auditors have given confirmation to the effect that they are eligible for their re-appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

b) AUDITORS REPORT:

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory and needs no further explanation. The Auditors have given unmodified opinion in their report for the Financial Year 2023-2024.

c) REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There were no instances of fraud reported by Statutory Auditors of the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

d) MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

e) SECRETARIAL AUDIT FOR THE YEAR ENDED 31^st MARCH, 2024:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. U. Hedge & Associates, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Financial Year 2023-2024.

Secretarial Audit Report issued by M/s. U. Hedge & Associates, Practicing Company Secretaries in Form MR-3 for the Financial Year 2023-2024 forms part of this report as an "Annexure - 4". The said report does not contain the following observation or qualification.

21. CORPORATE GOVERNANCE:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a separate section on "Corporate Governance" with a detailed Report on Corporate Governance forms part of this Annual Report enclosed as "Annexure - 6".

22. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not meet the limits fixed under Section 135(1) of the Companies Act, 2013 with respect to Corporate Social Responsibility, therefore the same is not applicable.

23. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in Securities by the Directors and designated employees of the Company. The said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code requires pre-clearance for dealing in the Company''s Shares and prohibits the purchase or sale of Company Shares by the Directors and the Designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the Designated employees have complied with the Code. The Code of Conduct of the Company is also posted on the Company''s website at https://vertoz.com/ir/policies/.

24. INFORMATION ABOUT MANAGEMENT DISCUSSION AND ANALYSIS REPORT & AOC-1:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as "Annexure - 1" and AOC-1 is attached as "Annexure - 2".

25. MEANS OF COMMUNICATION:

The Company has designated [email protected] as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

26. OTHER DICLOSURES:

a) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

b) DISCLOSURE OF INTIMATION FOR CONDUCTING GOODS AND SERVICE TAX AUDIT:

During this year, the Company have filed all the GST Returns as per GST Norms. There are no GST dues pending with the Company as on 31^st March, 2024.

c) DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended 31^st March, 2024, the Board of Directors 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;

b) such Accounting Policies have been selected and applied consistently and the Directors 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 as at 31^st March, 2024 and of the profit/loss of the Company for that year;

c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts of the Company have been prepared on a going concern basis;

e) had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively;

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and External Consultants, including the Audit of Internal Financial Controls over Financial Reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the Financial year 2023-2024.

d) SUSPENSION OF TRADING:

There was no occasion wherein the Equity Shares of the Company have been suspended for trading during the FY 2023-2024.

e) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to the Clause (f) of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the inclusion of the Business Responsibility and Sustainability Report (BRSR) as part of the Annual report for the top 1000 listed entities based on market capitalization, with effect from 14^th June, 2023. As the Company does not fall under the criteria specified, the BRSR is not applicable to the Company.

f) DEMATERIALISATION OF SHARES:

The Company''s shares are held with both the Depositories i.e., National Securities Depository Limited (''NSDL'') and Central Depository Services (India) Limited (''CDSL''). 1,79,69,998 of the Company''s Shares are held in Electronic/ Demat form as on March 31, 2024.

As on March 31, 2024, the number of Shares held in dematerialized and physical mode are as under:

No. of shares in dematerialized form in CDSL	5279016
No. of shares in dematerialized form in NSDL	12690982
No. of shares in Physical	2
Total no. of Shares	17970000

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)

Sd/-

Harshad Shah

Place: Mumbai Chairman & Non-Executive Director

Date: 6^th July 2024 DIN: 07849186

Mar 31, 2023

DIRECTOR''S REPORT

Dear Members of Vertoz Advertising Limited,

Your Directors'' have pleasure in presenting this 12^th Annual report on the affairs of the Vertoz
Advertising Limited ("the Company") together with the Audited Statement of Accounts for
the Financial year ended on 31^st March 2023.

1. COMPANY SPECIFIC INFORMATION

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The Consolidated Financial Statements have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act)
[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, 2023, as compared to the previous financial year, is summarized below:

	Standalone Figures		Consolidated Figures
Particulars	FY 22-23	FY 21-22	FY 22-23	FY 21-22
	(Ind-AS)	(Ind-AS)	(Ind-AS)	(Ind-AS)
Gross Income	5457.50	2094.28	8376.19	4260.99
Profit/(Loss) Before Interest and Depreciation	731.72	743.96	1800.39	1180.39
(-) Finance Charges	(98.64)	(69.47)	(146.30)	(103.07)
Gross Profit/(Loss)	633.08	674.49	1654.09	1077.32
(-) Provision for Depreciation	(133.86)	(171.67)	(261.95)	(302.24)
Net Profit Before Tax	499.22	502.82	1392.14	775.08
(-) Provision for Tax	(131.63)	(136.32)	287.44	168.55
(-) Deferred Tax	(1.02)	3.82	(1.02)	3.82
Net Profit After Tax	366.57	370.33	1103.68	610.35
Balance of Profit/(Loss) brought forward	366.57	370.33	1103.68	610.35
(-) Consolidation Revaluation Gain/(Loss)	0.00	0.00	0.00	0.00
Balance available for appropriation	366.57	370.33	1103.68	610.35
(-) Proposed Dividend on Equity Shares	0.00	0.00	0.00	0.00
(-) Tax on proposed Dividend	0.00	0.00	0.00	0.00
(-) Transfer to General Reserve	0.00	0.00	0.00	0.00
Profit for the Period	366.57	370.33	1103.68	610.35
Other Comprehensive Income
(i) Items that will not be reclassified to Profit or Loss	205.36	(13.61)	205.36	(13.61)
(ii) Income tax relating to above	0.00	0.00	0.00	0.00
Total Comprehensive Income	571.93	356.72	1309.04	596.74

1.3 OPERATIONS AND AFFAIRS OF THE COMPANY:

On standalone basis, during the year ended March 31, 2023, your Company registered
its total income of ^ 5457.50 Lakhs as compared to ^ 2094.28 Lakhs in the previous
financial year 2021-22 with a growth of 33.63%. The Net Profit after tax amounted to ^
366.57 Lakhs in the current year as compared to Net Profit after tax of ^ 370.33 Lakhs
in the previous year. The Comprehensive Income amounted to ^ 571.93 Lakhs in the
current year as compared to Comprehensive Income of ^ 356.72 Lakhs in the previous
year.

On consolidated basis, during the year ended March 31, 2023, your Company
registered its total income of ^ 8376.19 Lakhs for the current year as compared to
^ 4260.99 Lakhs in the previous financial year 2021-22 with a growth of 41.15%. The
Net Profit after tax amounted to ^ 1103.68 Lakhs in the current year as compared to
Net Profit after tax of ^ 610.35 Lakhs in the previous year resulting in growth of 4.93%.
The Comprehensive Income amounted to ^ 1309.04 Lakhs in the current year as
compared to Comprehensive Income of ^ 596.74 Lakhs in the previous year.

1.4 TRANSFER TO RESERVES:

The Company has Standalone closing balance of ^ 4754.98/- as Reserves and Surplus.

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

Sr. No.	Particulars	As at 31^st March, 2023
1.	Surplus from Profit & Loss Account
	Opening Balance	1298.31
	Add: Profit/(Loss) for the period	363.11
	Add: Forex Revaluation Reserve	209.84

2.	Securities Premium (n/off preliminary expenses)	853.12

3.	Equity Share Warrants
	a. Face Value (65,85,000 Warrants at Rs. 10 each)	658.50
	b. Premium (65,85,000 Warrants at Rs. 112.93 each)	1372.10
	Total Value in INR	4754.98

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 2023.

1.6 MAJOR EVENTS OCCURRED DURING THE YEAR:

A. INCORPORATION OF WHOLLY OWNED SUBSIDIARY VIZ. VERTOZ FZ-LLC:

The Company incorporated its Wholly Owned Subsidiary viz., Vertoz FZ-LLC and its License
was issued on 5^th August 2022. Vertoz FZ-LLC is having its office at FDRK3599 Compass
Building, Al Shohada Road, AL Hamra Industrial Zone-FZ, Ras Al Khaimah, United Arab
Emirates. Its object is to carry on the business of Digital Advertising, Domain Selling, Cloud
Hosting and providing IT & IT-Enabled Services in Domestic and International Market.

B. INCORPORATION OF STEP-DOWN SUBSIDIARY VIZ. OR SOLUTIONS FZ-LLC:

OR Solutions FZ-LLC, is the Wholly-Owned Company of Vertoz FZ-LLC and its License was
issued on 19^th August 2022, which means it is Step-Down Subsidiary of Vertoz Advertising
Limited. OR Solutions FZ-LLC is having its office at FDRK3594, Compass Building, Al Shohada
Road, AL Hamra Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates. Its object is to
carry on the business of Digital Advertising, Domain Selling, Cloud Hosting and providing IT
& IT-Enabled Services in Domestic and International Market.

C. INCORPORATION OF WHOLLY OWNED SUBSIDIARY VIZ. INCREMENTX PRIVATE LIMITED:

On 29^th August 2022, the Company incorporated its Wholly Owned Subsidiary viz.,
IncrementX Private Limited 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.

D. SCHEME OF ARRANGEMENT:

The Board of Directors of the Company at its Meeting held on 14^th February 2022 proposed
the Acquisition through Merger of the Companies having business activities in the field of
Digital Advertising, Digital Technology, Information Technology (IT) & IT Enabled Services
(ITeS), Artificial Intelligence (AI) Platforms and any other allied activities, in India and out of
India, through Direct and/or Indirect mode including Promoters and Promoter Group
Entities, on a Share Swap Basis, subject to the approval of the Members in the ensuing
Extra-Ordinary General Meeting and subject to the necessary applicable Regulatory
Approvals. But the same was withdrawn due to some reasons.

Then again, the Board of Directors at its Meeting dated 24^th June 2022, had considered and
approved the Acquisition through Merger of the Companies having business activities in the
field of Digital Advertising, Digital Technology, Information Technology (IT) & IT Enabled
Services (ITeS), Artificial Intelligence (AI) Platforms and any other allied activities, in India
and out of India, through Direct and/or Indirect mode including Promoters and Promoters

Group Entities, on a Share Swap Basis, subject to the approval of the Members and subject
to the necessary applicable Regulatory Approvals.

After the Board Approval, the Company had done the required filings and disclosures with
the National Stock Exchange of India Limited (NSE) for getting the No Observation
Certificate (NOC). NSE has raised several Requirement Letters, to which the Company had
replied and finally on 11^th January 2023 the NSE has issued the No Observation Letter
(NOC). Post getting the NOC, the Company had filed the application with the National
Company Law Tribunal (NCLT) and had received the Pronouncement Order dated 10^th Day
of August, 2023 and 18^th Day of August, 2023 passed in Company Scheme Application
C.A.(CAA) No. 169/MB/2023 and CA-352/2023 in C.A.(CAA)/169(MB)/2023 under subÂ¬
section (1) of section 230 of the Act.

Thereupon, a National Company Law Tribunal Meeting of the Equity Shareholders
("Meeting) will be convened on Friday, 29^th Day of September, 2023 at 01:30 P.M. through
Video Conferencing ("VC")/ Other Audio Visual Means ("OVAM") in compliance with the
applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing
Regulations''), other applicable SEBI Circulars and Secretarial Standard (''SS-2'') on General
Meetings to consider the Scheme of Merger by Absorption of Paynx Technologies Private
Limited ("The First Transferor Company") and Qualispace Web Services Private Limited
("The Second Transferor Company") with Vertoz Advertising Limited ("The Transferee
Company").

E. ISSUE OF EQUITY SHARE WARRANTS ON PREFERENTIAL BASIS:

The Board of Directors at its Meeting held on 5^th September 2022 proposed to issue Equity
Share Warrants 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
thereunder, subject to Statutory Approvals and Approval of Shareholders of the Company.

The Members'' approval for the same was received on 30^th September 2022 but the Board
of Directors at its Meeting held on 16^th October 2022, gave an update that due to
unavoidable and unpredictable circumstances, the Company could not complete the
process of Allotment of the aforesaid Share Warrants and hence, the issue stands
cancelled.

Again, the Board of Directors at its Meeting held on 14^th November 2022 proposed to issue
Equity Share Warrants 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 thereunder, subject to Statutory Approvals and Approval of Shareholders of the
Company. Post which the Members'' approval was received on 14^th December 2022.

Further, the Board of Directors at its Meeting held on 29^th December 2022, 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.

F. CORPORATE ACTION:

1. Pursuant to the Regulation 167(6) of SEBI (ICDR) regulations, 2018, the entire preÂ¬
preferential allotment shareholding of the allottees, if any, shall be locked-in from the
relevant date up to a period of 90 trading days from the date of trading approval.
Provided that in case of convertible securities or warrants which are not listed on stock
exchanges, the entire pre-preferential allotment shareholding of the allottees, if any,
shall be locked-in from the relevant date up to a period of 90 trading days from the
date of allotment of such securities. The Promoters were issued and allotted 2,92,500
Equity Share Warrants each, by way of preferential issue. Accordingly, the PreÂ¬
Preferential Shareholding of both the Promoters viz., Mr. Hirenkumar Shah and Mr.
Ashish Shah having 30,71,824 Equity Shares each was lock-in from 18^th November 2022
till 31^st May 2023.

2. The Equity Share Warrants which were allotted to 10 allottees on 29^th December 2022
were subject to lock-in for 12 months starting from allotment date till 28^th December
2023.

G. CHANGE IN NATURE OF BUSINESS:

During the FY 2022-2023 under review, the Board of Directors, though exploring addition to
existing business and commercial activities, could not be materialized. Therefore, there is
no change in the nature of business and commercial activities of the Company.

H. 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:

1. INCORPORATION OF THE WHOLLY OWNED SUBSIDIARY VIZ. VERTOZ LIMITED:

On 25^th April 2023, the Company incorporated the Wholly Owned Subsidiary Company
at Hong Kong to carry on the business of Digital Advertising, Domain selling, Cloud
Hosting and providing IT & IT-Enabled Services in domestic and international market.

2. INVESTMENT IN CHEERIO TECHNOLOGIES PRIVATE LIMITED:

On 9^th May 2023, the Company acquired 1.82% of Cheerio Technologies Private Limited,
Cost of Acquisition being Rs. 15,00,000.25/- (245 Equity Shares at Rs. 6,122.45/- each).
Cheerio Technologies Private Limited is a Service Marketing Automation Company that
helps business low on tech and marketing bandwidth automate their campaigns and get
upto 56% increment in revenue through better retention. The investment in Cheerio,
will get Vertoz rights to potential future profits and benefits of a Start-up Company.

3. RESIGNATION OF MR. AKSHAY SONAR PAROLKAR AS THE CHIEF FINANCIAL OFFICER
OF THE COMPANY:

On 27^th July 2023, Mr. Akshay Sonar Parolkar, Chief Financial Officer of the Company,
gave his resignation from the post of Chief Financial Officer of the Company due to
career advancement opportunities. His resignation was accepted, and he will be relieved
from his responsibilities from the closure of business hours on 15^th September 2023.

There was no other material reason for his resignation other than the one mentioned
above.

The Company is in the process of identifying a suitable candidate for filling the position
of the Chief Financial Officer of the Company.

4. CONVERSION OF 18,00,000 EQUITY SHARE WARRANTS INTO EQUITY SHARES:

On 8^th August 2023, the Board of Directors approved and allotted 18,00,000 Equity
Shares pursuant to conversion of Equity Share Warrants into Equity Shares to 3
allottees. The process of Listing Approval and Trading Approval with NSE is still under
process.

5. 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.

6. ESOP:

The Board of Directors at their Meeting dated 4^th September 2023 has approved the
draft ESOP 2023 Scheme based on the approval of the Scheme received from the
Nomination and Remuneration Committee at its Meeting held on 4^th September 2023

and thereby accorded to the introduction and implementation of ''Vertoz Advertising
Limited Employee Stock Option Plan 2023'' ("ESOP 2023"/ "Plan")'', contemplating to
create, grant, issue and allot from time to time, in one or more tranches, not exceeding
10,00,000 (Ten Lakhs only) Employee Stock Options to or for the benefit of such persons
as may be determined in the Scheme.

1.7 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 2022Â¬
2023. As such, no specific details are required to be given or provided.

2. GENERAL INFORMATION:

2.1 OVERVIEW OF THE INDUSTRY

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

3. CAPITAL AND DEBT STRUCTURE:

The existing Capital Structure of the Company is as follows:

Particulars	31^st March 2023	31^st March 2022
Particulars	Amount (Rupees in lakhs)
Authorised Share Capital 3.50.00. 000* Equity Shares of ^ 10/- (Rupees Ten) each 5.00. 00.000 Equity Shares of ^ 10/- (Rupees Ten) each	5,000.00	3,500.00*
Issued, Subscribed and Paid-up Share Capital 1,19,70,000 Equity Shares of ^ 10/- (Rupees Ten) each	1,197.00	1,197.00

(*On 11^th June 2022, by passing Ordinary Resolution via Postal Ballot, the Authorized Share Capital of the Company
increased from ^ 35 Crores to ^ 50 Crores.)

(*On 8th August 2023, the Board of Directors of the Company approved the allotment of 18,00,000 Equity Shares of Rs.
10/- each upon Conversion of Equity Share Warrants resulting into increase in Issued, Subscribed and Paid-up Share capital
from ^119700000 to R137700000.)

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 ESOP, Stock Option, Sweat Equity during the FY 2022-2023 except as
mentioned above about the issuance and allotment of 65,85,000 Equity Share Warrants on 29^thDecember 2022.

4. UNPAID DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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 2022-2023.

5. DEPOSITS:

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.

6. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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 disclosure is required to be given in this regard.

Accordingly, the disclosure of Related Party Transactions at arm''s length price for the FY 2022-2023
as required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is given in
"Annexure - 3".

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

A. Conservation of Energy:

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.

Particulars	FY 2022-2023
Foreign Exchange Inflow	Rs. 12,04,35,167
Foreign Exchange Outflow	Rs. 9,30,37,810

8. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

During the FY 2022-2023 under review, the Company has neither granted loan/s (secured or
unsecured), provided guarantees or securities in connection with any loan/s availed by others nor
made any investments pursuant to the provisions of Section 185 and 186 of the Companies Act,
2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014(as amended). As
such, no specific details are required to be given or provided.

9. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The brief details of legal structure of the Company and its Subsidiary and Step-down Subsidiary as
follows:

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
operational branches at New York and New Jersey, USA and five (5) step-down subsidiaries holding
100% stake in it located at USA in the name of Adnet Holdings Inc, PubNX Inc, Zkraft Inc, AdZurite
Inc and AdMozart Inc. The consolidated operation activities brief as follows:

Financial

Year

Total

Assets

(^)

Total

Revenue

(^)

Share of
Net Profit/(Loss)
(^)

Net

Cash Flows
(^)

2021-2022

60,98,97,087

18,10,94,755

-5,34,462

-28,82,889

2022-2023

69,38,38,144

37,39,41,596

4,12,32,654

40,42,514

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:

Financial

Year

Total

Assets

(^)

Total

Revenue

(^)

Share of
Net Profit/(Loss)
(^)

Net

Cash Flows
(^)

2021-2022

32,77,35,153

5,91,27,588

2,02,50,673

-6,21,526

2022-2023

35,81,78,528

5,40,43,160

41,45,254

1,15,58,646

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.

Financial

Year

Total

Assets

(^)

Total

Revenue

(^)

Share of
Net Profit/(Loss)
(^)

Net

Cash Flows
(^)

2021-2022

1,08,45,733

5,52,73,180

30,29,962

30,463

2022-2023

1,19,83,168

3,27,35,478

23,34,966

2,32,394

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.

Financial

Year

Total

Assets

(^)

Total

Revenue

(^)

Share of
Net Profit/(Loss)
(^)

Net

Cash Flows
(^)

2021-2022

31,01,881

37,39,050

13,51,666

4,22,642

2022-2023

1,82,36,806

2,35,16,297

17,21,708

-3,63,198

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.

Financial

Year

Total

Assets

Total

Revenue

Share of
Net Profit/(Loss)

Net

Cash Flows

2022-2023

1,13,64,393

40,17,707

1,42,035

1,35,314

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.

Financial

Year

Total

Assets

Total

Revenue

Share of
Net Profit/(Loss)

Net

Cash Flows

2022-2023

3,24,97,179

14,51,60,232

2,41,34,552

62,53,087

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 2022-23, is available on the Company''s website
https://www.vertoz.com/ir/financials/

11. NUMBER OF MEETINGS OF BOARD:

The Board met 7 (seven) times during the Financial Year ended 31^st March 2023 on 6^th May 2022,
30^th May 2022, 24^th June 2022, 10^th August 2022, 5^th September 2022, 16^th October 2022, 14^thNovember 2022, 24^th November 2022, 29^th December 2022 and 9^th February 2023. 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 2023, the Board of Directors has constituted the Audit Committee, the
Stakeholders Relationship Committee and the Nomination & Remuneration Committee.

The details on 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 2022Â¬
2023. 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.

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:

Sr. No.	Name of Directors	DIN/PAN	Category	Members of Audit Committee	No. of Shares held as on 31^stMarch, 2023	No. of Equity Share Warrants held as on 31^st March 2023
1	Hirenkumar Rasiklal Shah	00092739	Whole-time Director	Yes	30,71,824	2,92,500
2	Ashish Rasiklal Shah	00092787	Non-Executive Director	No	30,71,824	2,92,500
3	Rasiklal Hathichand Shah	00091585	Non-Executive Director	No	1,19,700	NIL
4	Harshad Uttamchand Shah	07849186	Chairman & Non-Executive Director	No	59,852	NIL
6	Rohit Keshavlal Vaghadia	07946771	Independent Director	Yes	5900	NIL
7	Nilam Samir Doshi	07848294	Independent Director	Yes	400	NIL
8	Akshay Sonar Parolkar	BBCPS6255B	Chief Financial Officer*	NA	Nil	Nil
9	Zill Shah	EZOPS6680B	Company Secretary & Compliance Officer	NA	Nil	Nil

[*Mr. Akshay Sonar Parolkar resigned from the position of Chief Financial Officer of the Company w.e.f. 27^th July 2023 and will
be relieved from his office w.e.f. 15^th September 2023]

b) CHANGES IN COMPOSITION OF BOARD OF DIRECTORS:

There was no change in the composition of the Board of Directors.

c) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ashish Shah (DIN:
0092787), is due to retire by rotation at the 12^th Annual General Meeting.

d) ANNUAL EVAULATION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of
meetings. The Directors were evaluated on aspects such as attendance, contribution at
Board/Committee Meetings and guidance/support to the Management outside Board/Committee
Meetings. The performance assessment of Non-Independent Directors, Board as a whole and the
Chairman were evaluated in a separate Meeting of Independent Directors. The same was also
discussed in the NRC and the Board. Performance evaluation of Independent Directors was done by
the entire Board, excluding the Independent Director being evaluated.

e) DECLARATION BY INDEPENDENT DIRECTORS:

During the Financial Year under review, declarations were received from all Independent Directors
of the Company that they satisfy the "criteria of Independence" as defined under Regulation 16(b)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the
provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there
under.

Based on the declaration received from all the Independent Directors and also in the
opinion of the Board, all independent Directors possess integrity, expertise, experience &
proficiency and are independent of the Management.

During the year under review, none of the Independent Directors of the Company has had
any pecuniary relationship or transactions with the Company, other than sitting fees or
commission.

f) POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors'' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a Director and
other matters, as mandated under Section 178 (3)of the Act, is available on the Company''s
website: https://vertoz.com/ir/policies/.

The details with respect to training and familiarization programs can be accessed at
https://www.vertoz.com/ir/management-and-committee/.

15. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors confirms that the Company, has duly complied and is complying, with the
applicable Secretarial Standard/s, namely Secretarial Standard - 1 (''SS-1'') on Meetings of the Board
of Directors and Secretarial Standard - 2 (''SS-2'') on General Meetings, during the FY 2022-2023.

16. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):

During the FY 2022-2023 under review, no such event occurred by which Corporate Insolvency
Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). As such,
no specific details are required to be given or provided.

17. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2022-2023 under review, there were no failure to implement any corporate action.

18. VIGIL MECHANISM / WHISTLE BLOWER:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors of the Company
has, framed "Vigil Mechanism Policy" for Directors and Employees of the Company to provide a
mechanism which ensures adequate safeguards to Employees and Directors from any victimization
on raising of concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the
Chairman of the Board of Directors. The Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of business operations.

19. RISK MANAGEMENT:

All material risks faced by the Company are identified and assessed. For each of the risks identified,
corresponding controls are assessed, and policies and procedures are put in place for monitoring,
mitigating and reporting risk on a periodic basis.

20. AUDITORS:

a) APPOINTMENT:

M/s. Mittal & Associates, Chartered Accountants (FRN: 106456W), were appointed as Statutory
Auditors of the Company at the Seventh Annual General Meeting (AGM) held on 28^th August, 2018
to hold office for a period of 5 (five) years from the conclusion of the Seventh AGM until the
conclusion of the Twelfth AGM of the Company. The Board has proposed to re-appoint them as the
Statutory Auditors for a second term for consecutive 5 (five) years starting from the conclusion of
the 12^th AGM until 17^th AGM.

The Statutory Auditors have given confirmation to the effect that they are eligible for their reÂ¬
appointment and that they have not been disqualified in any manner from continuing as Statutory
Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of
Directors based on the recommendation of the Audit Committee.

b) AUDITORS REPORT:

There are no qualifications or adverse remarks in the Auditors'' Report which require any
clarification/ explanation. The Notes on financial statements are self-explanatory and needs no
further explanation. The Auditors have given clean unmodified opinion in their report for the
financial year 2022-2023.

c) REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There were no instances of fraud reported reporting of frauds by Statutory Auditors of the
Company under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

d) MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required
to maintain Cost Records under said Rules.

e) SECRETARIAL AUDIT FOR THE YEAR ENDED 31^st MARCH 2023:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain
Secretarial Audit Report from Practicing Company Secretary. M/s. U. Hedge & Associates, Practicing
Company Secretaries had been appointed to issue Secretarial Audit Report for the Financial Year
2022-2023.

Secretarial Audit Report issued by M/s. U. Hedge & Associates, Practicing Company Secretaries in
Form MR-3 for the Financial Year 2022-2023 forms part to this report as an "Annexure - 4". The
said report does not contain the following observation or qualification.

21. CORPORATE GOVERNANCE:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), a separate section on "Corporate Governance" with a detailed Report
on Corporate Governance forms part of this Annual Report.

22. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not meet the limits fixed under Section 135(1) of the Companies Act, 2013 with
respect to Corporate Social Responsibility, therefore the same is not applicable.

23. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in Securities by the Directors and designated employees of the Company. The said
code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code
requires pre-clearance for dealing in the Company''s Shares and prohibits the purchase or sale of
Company Shares by the Directors and the Designated Employees while in possession of
Unpublished Price Sensitive Information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the Code. All the
Directors and the Designated employees have complied with the Code.

24. INFORMATION ABOUT MANAGEMENT DISCUSSION AND ANALYSIS REPORT & AOC-1:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Management Discussion and Analysis report is annexed hereto and marked as "Annexure - 1"
and AOC-1 is attached as "Annexure - 2".

25. MEANS OF COMMUNICATION:

The Company has designated [email protected] as an email id for the purpose of registering
complaints by investors and displayed the same on the website of the Company.

26. OTHER DICLOSURES:

a) DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the
going concern status and the Company''s operations in future.

b) DISCLOSURE OF INTIMATION FOR CONDUCTING GOODS AND SERVICE TAX AUDIT:

During this year the Company have filed all the GST Returns as per GST Norms. There are no GST
dues pending with the Company as on 31^st March 2023.

c) DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the Audited Financial
Statements of the Company for the year ended 31^st March 2023, the Board of Directors 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;

b) such Accounting Policies have been selected and applied consistently and the Directors 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 as at 31^stMarch 2021 and of the profit/loss of the Company
for that year;

c) proper and sufficient care was taken for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Annual Accounts of the Company have been prepared on a going concern basis;

e) had laid down Internal Financial Controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively;

f) proper systems have been devised to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

Based on the framework of Internal Financial Controls and Compliance Systems established and
maintained by the Company, the work performed by the Internal, Statutory and Secretarial
Auditors and External Consultants, including the Audit of Internal Financial Controls over Financial
Reporting by the Statutory Auditors and the reviews performed by management and the relevant
Board Committees, including Audit Committee, the Board is of the opinion that the Company''s
Internal Financial Controls were adequate and effective during the Financial year 2022-2023.

d) SUSPENSION OF TRADING:

There was no occasion wherein the Equity Shares of the Company have been suspended for trading
during the FY 2022-2023.

e) BUSINESS RESPONSIBILITY REPORT:

The SEBI Listing Regulations mandate the inclusion of the BRR as part of the Annual report for the
top 1000 listed entities based on market capitalization. As the Company does not fall under the
criteria specified, the BRR is not applicable to the Company.

f) DEMATERIALISATION OF SHARES:

The Company''s shares are held with both the Depositories i.e., National Securities Depository
Limited (''NSDL'') and Central Depository Services (India) Limited (''CDSL''). 1,19,69,998 of the
Company''s Shares are held in electronic/ demat form as on March 31, 2023.

As on March 31, 2023, the number of Shares held in dematerialized and physical mode are as
under:

No. of shares in dematerialized form in CDSL	3926371
No. of shares in dematerialized form in NSDL	8043627
No. of shares in Physical	2
Total no. of Shares	11970000

g) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company has duly paid the requisite Annual Listing Fees for the FY 2022-2023, 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 2022-2023, 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 equal opportunity employer 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.

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 2022-23.

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 Vertoz Advertising Limited
and its Board of Directors

Harshad Shah

Place: Mumbai Chairman & Non-Executive Director

Date: 4^th September 2023 DIN: 07849186

Mar 31, 2018

Dear Members of Vertoz Advertising Limited,

The Directors have pleasure in presenting this 7^th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31^st March, 2018.

1. Financial Summary or Highlights: (Rs. in Lakhs)

Particulars	Standalone Figures		Consolidated Figures
Particulars	FY 2017-18	FY 2016-17	FY 2017-18	FY 2016-17
Gross Income	1582.79	1079.78	3746.89	2048.38
Profit/(Loss) Before Interest and Depreciation	370.39	299.48	860.75	525.39
(-) Finance Charges	(32.41)	(38.44)	(50.97)	(52.99)
Gross Profit/(Loss)	337.98	261.04	809.78	472.40
(-) Provision for Depreciation	(89.53)	(78.89)	(136.65)	(86.39)
Net Profit Before Tax	248.45	182.15	673.13	386.01
(-) Provision for Tax	(75.97)	(46.65)	(107.92)	(55.58)
(-) Deferred Tax	8.53	(24.51)	8.53	(24.51)
Net Profit After Tax	181.01	111.00	573.74	305.92
Balance of Profit/(Loss) brought forward	181.01	111.00	573.74	305.92
(-) Consolidation Revaluation Gain/(Loss)	0.00	0.00	0.00	0.00
Balance available for appropriation	181.01	111.00	573.74	305.92
(-) Proposed Dividend on Equity Shares	0.00	0.00	0.00	0.00
(-) Tax on proposed Dividend	0.00	0.00	0.00	0.00
(-) Transfer to General Reserve	0.00	0.00	0.00	0.00
Surplus/(Deficit) carried to Balance Sheet	181.01	111.00	573.74	305.92

2. Operations and affairs of the Company:

The Company has reported total standalone income of Rs. 1,582.79/- Lakhs for the current year as compared to Rs. 1,079.78/- Lakhs in the previous year. The Net Profit after tax for the year under review amounted to Rs. 181.01/- Lakhs in the current year as compared to Net Profit after tax of Rs. 111/- Lakhs in the previous year.

The Company has reported total consolidated income of Rs. 3,746.89/- Lakhs for the current year as compared to Rs. 2,030.31/- Lakhs in the previous year. The Net Profit after tax for the year under review amounted to Rs. 573.74/- Lakhs in the current year as compared to Net Profit after tax of Rs. 305.92/- Lakhs in the previous year.

3. Conversion of the Company:

During the year, the Company has been converted from Private Limited Company to Public Limited Company and necessary fresh certificate to that effect has been issued by the Registrar of Companies, Maharashtra at Mumbai dated 9^th June, 2017. Consequent to conversion of the Company, the name of the Company Changes from Vertoz Media Limited to Vertoz Advertising Limited.

4. Listing of Shares through Initial Public Offer:

Your Company made an Initial Public Offer 15,84,000 Equity shares of ? 10 each at premium of Rs. 98/- per share. The IPO got overwhelming response from all the categories of investors and was subscribed around 4.32 times. The Shares of the Company got listed on 24th November, 2017, on the EMERGE SME platform of National Stock Exchange of India Limited.

We welcome all the new Shareholders to become a part of the growth story of the Company in the future.

5. Reserves:

The Company has closing balance of Rs. 16,22,46,054 as Reserves and Surplus.

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

Sr. No.	Particulars	As at 31^st March, 2018
1.	Surplus from Profit & Loss Account
	Opening Balances	15,728,032
	Add: Profit/(Loss) for the period	18,101,082
	Less: Issue of Bonus Shares	(20,600,000)

2.	Securities Premium (n/off preliminary expenses)	149,016,940

	Total Value in INR	162,246,054

6. Dividend:

Your Company does not recommend any dividend for financial year 2017-18.

7. Material changes between end of financial year and the date of the Board report:

- There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and up till the date of the report.

- In view of long term plans towards expansion of business operations with organic and inorganic growth model, the Company have taken the Shareholders approval for the loans and Investment by the Company upto Rs. 100 crores in terms of the provisions of Section 186 of the Companies Act, 2013 at the Extra-ordinary General Meeting dated 28th April, 2018.

- The Company also have taken the Shareholders approval for increase in the borrowing limits upto Rs. 100 crores at the Extra-ordinary General Meeting dated 28th April, 2018.

8. Change in nature of business, if any:

There were no changes in the nature of business during financial year ending 31^st March, 2018.

9. Significant and material orders passed by the regulators or courts or tribunals:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

10. Information about Subsidiary/ JV/ Associate Company:

The brief details of legal structure of the Company and its subsidiary and step-down subsidiary as follows:

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 one operational branch at New York, USA and step-down subsidiary holding 100% stake in it located at USA in the name of Adnet Holdings Inc. which is also operational in nature. The consolidated operation activities brief as follows:

Financial

Year

Total Assets Rs.

Total Revenue Rs.

Share of Net Profit/(Loss) Rs.

Net Cash Flows Rs.

2016-17

7,80,80,284

14,35,71,715

22,81,181

(82,20,747)

2017-18

19,17,81,965

27,70,64,262

27,51,167

1,72,23,443

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:

Financial

Year

Total Assets Rs.

Total Revenue Rs.

Share of Net Profit/(Loss) Rs.

Net Cash Flows Rs.

2016-17

2,25,86,287

2,53,18,732

1,72,11,324

2,65,504

2017-18

6,17,24,928

4,56,65,634

3,65,22,222

8,21,862

During the year under review, the Board of Directors have reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries in compliance with the applicable accounting standards, which forms part of this Annual Report.

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.

During the year, no Company had become subsidiary of the Company or ceased to be a subsidiary of the Company.

11. Extract of Annual Return:

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information (Annexure: 1). Further it will also be uploaded on website of the Company at the link: - https://www.vertoz.com/investors.

12. Meetings of the Board of Directors and its Committees:

During the Financial Year 2017-18, the Company held 17 Board Meetings of the Board of Directors which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Sl. No.	Date of Meeting	Board Strength	No. of Directors Present
1	28.04.2017	2	2
2	29.05.2017	4	4
3	02.06.2017	4	3
4	11.06.2017	4	3
5	13.06.2017	4	3
6	16.06.2017	5	4
7	21.07.2017	5	4
8	29.07.2017	5	4
9	01.08.2017	5	4
10	11.08.2017	5	4
11	14.09.2017	5	5
12	25.09.2017	7	7
13	27.09.2017	7	7
14	24.10.2017	7	7
15	02.11.2017	7	7
16	21.11.2017	7	7
17	23.03.2018	7	7

During the Financial Year 2017-18, the Company held 2 Audit Committee Meetings of the Members of the Audit Committee which is summarized below.

Sl. No.	Date of Meeting	Committee Strength	No. of Members Present
1	21.11.2017	3	3
2	23.03.2018	3	3

During the Financial Year 2017-18, the Independent Directors have conducted their one Meeting on 24^th November, 2017 in which all the three independent Directors were present.

Further Members of the NRC (Nomination and Remuneration Committee) has conducted their Meeting on 23^rd March, 2018 for financial year 2017-18 and recommended the board to regularise, ratify and appoint Mr.RohitKeshavlalVaghadia (DIN: - 07946771) as an Independent Director.

13. Board of Director and Key Managerial Personnel Details:

Sr. No.	Name of Directors & Key Managerial Personnel	DIN/PAN	Category cum Designation	Members of Audit Committee	No. of Shares Held as on 31^st March, 2018
1	HirenkumarRasiklal Shah	00092739	Whole-Time Director (Chairman)	Yes	20,35,912
2	AshishRasiklal Shah	00092787	Whole-Time Director	No	20,35,912
3	RasiklalHathichand Shah	00091585	Additional Director	No	59,850
4	Harshad Uttamchand Shah	07849186	Non-Executive Director	No	29,926
5	HarshalIshwar Patel	07842251	Independent Director	Chairman of Audit Committee	NIL
6	RohitKeshavlalVaghadia	07946771	Independent Director	No	NIL
7	Nilam Samir Doshi	07848294	Independent Director	Yes	NIL
8	Akshay Ashok Sonar Parolkar	BBCPS6255B	Chief Financial Officer	No	NIL
9	Sumit R. Sharma	COHPS0112N	Company Secretary & Compliance Officer	No	NIL

Information on Director:

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr.HarshadUttamchand Shah, Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board decided to put the same at ensuing AGM for approval from Members.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment as Director is also provided in the Notice convening the 7^th Annual General Meeting. None of the Director of the Company is serving as a Whole-time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Performance Evaluation:

In accordance with the provisions of Schedule IV of the Companies Act 2013, a separate meeting of the Independent Directors was held properly without the attendance of Non-Independent Directors and Members of the Management. The Committee has reviewed the performance and effectiveness of the Board in this meeting as a whole for the Financial Year 2017-18.

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year:

Sr. No.	Name of the Director/ KMP	DIN/PAN	Category cum Designation	Date of Appointment & cessation
1	RanjanbenRasiklal Shah	00092766	Additional Director	Appointed on 29/05/2017
2	RasiklalHathichand Shah	00091585	Additional Director	Appointed on 29/05/2017
3	RanjanbenRasiklal Shah	00092766	Additional Director	Resigned on 16/06/2017
4	RasiklalHathichand Shah	00091585	Additional Director	Resigned on 16/06/2017
5	RasiklalHathichand Shah	00091585	Additional Director	Appointed on 25/09/2017
6	RohitKeshavlalVaghadia	07946771	Independent Director	Appointed on 25/09/2017
7	Harshad Uttamchand Shah	07849186	Non-Executive Director	Appointed on 14/06/2017
8	Nilam Samir Doshi	07848294	Independent Director	Appointed on 14/06/2017
9	HarshalIshwar Patel	07842251	Independent Director	Appointed on 14/06/2017
10	Akshay Ashok Sonar (Parolkar)	BBCPS6255B	Chief Financial Officer	Appointed on 16/06/2017
11	ZillPankaj Shah	EZOPS6680B	Company Secretary	Appointed on 16/06/2017
12	ZillPankaj Shah	EZOPS6680B	Company Secretary	Resigned on 25/09/2017
13	Sumit R. Sharma	COHPS0112N	Company Secretary & Compliance Officer	Appointed on 25/09/2017

14. Directors'' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) Company being listed sub clause (e) of section 134(3) is applicable.

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.

g) The directors have laid down internal financial control system as per provisions of the Companies Act, 2013.

15. Declaration by Independent Directors:

As per the provisions of the Companies Act, 2013, all Independent Directors of the Company were appointed for a term of five consecutive years, not liable to retire by rotation. The Independent Directors have given the Certificate of Independence to the Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

16. Auditors and Report thereon:

1. Statutory Auditors:

We inform you that our previous Statutory Auditor M/s. Nakrani& Co., Chartered Accountants, has tendered their resignation on 9^th March, 2018 due to their personnel obligation. Therefore, we called an Extra-Ordinary General Meeting on 28^thApril, 2018 to appoint another Statutory Auditor for conducting the Audit for Financial Year 2017-18 who is peered review firm as per the Regulation 33(1)(d) of SEBI (LODR) Regulations, 2015.

In the EOGM held on Saturday, 28^th April, 2018, Members have appointed M/s. Mittal & Associates, Chartered Accountants, Mumbai as Statutory Auditor of the Company for Financial Year 2017-18.

M/s. Mittal & Associates, Chartered Accountants was appointed as Statutory Auditors for a period of 1 year in the Extra-Ordinary General Meeting held on 28^th April, 2018. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

2. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Alwyn Jay & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor for Financial Year 2017-18 is appended as "Annexure 4" to this Board''s Report. The Secretarial Audit Report contains the observations, which are as follows: -

(1) The Shareholders resolution filed with the Registrar for conversion of Company from Private Limited to Public Limited, does not contain specific resolution relating to adoption of new set of Articles of Association of the Company.

(2) The Shareholders resolution filed with the Registrar for change of name of Company from Vertoz Media Limited to Vertoz Advertising Limited, does not contain specific resolution relating to adoption of new set of Articles of Association of the Company.

The Board has considered and will take the necessary action to regularize the same at earliest with Registrar of Companies, Maharashtra at Mumbai.

17. Loans, Guarantees & Investments:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

18. Related Party Transactions:

All Related Party Transactions entered during the year were in ordinary course of business and at arms'' length basis. No material related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited statements were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

19. Conservation of energy, technology absorption and foreign exchange outgo:

A. Conservation of Energy:

B. Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of 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 Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Foreign Exchange Inflow	Rs. 1,80,22,460
Foreign Exchange Outflow	Rs. 8,81,602

20. Risk Management:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

21. Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

22. Deposits:

The company has not accepted any deposits during the year.

23. Committees of the Board of Directors:

In order to strengthen its functioning, the Board of Directors has constituted the following Committees as per the requirement of Companies Act, 2013:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders'' Relationship Committee

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company is an equal opportunity employer 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 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.

During the year 2017-18, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder there were No Complaints registered.

25. General Information:

We would like to inform that company has Changed its name from Vertoz Media Private Limited to Vertoz Media Limited and EOGM conducted for the same was on 22^nd May, 2017, then from Vertoz Media Limited to Vertoz Advertising Limited and EOGM conducted for the same was on 14^th Junes, 2017, during the financial year 2017-18.

Further Company has issued Bonus Shares and also converted unsecured loans to Equity for which details have been Provided in MGT-9 which forms part of the Directors report.

We are further, glad to inform you that our Company got listed on "NSE EMERGE" SME Platform of the National Stock Exchange of India Limited on 24^th day of November, 2017.

Details Pertaining to remuneration as required under section 197(12) of the companies Act, 2013 read with rule 5(1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A) Percentage increase in Remuneration of Each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary in the financial year 2017-18 and ratio of remuneration of each Key Managerial Personnel (KMP) against the performance are as under: -

Sr. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for the Financial year 2017-18 (In Rs.)	Percentage Increase In Remuneration for the Financial Year 2017-18	Ratio of Remuneration of each Director to the Median Remuneration of Employees
1	Mr.HirenkumarRasiklal Shah (Whole-Time Director)	Rs. 36,00,000/-	50.00%	15.23x
2	Mr.AshishRasiklalShah (Whole-Time Director)	Rs. 52,27,933/-	*120.70%	22.12x
3	Mr.Akshay Ashok Sonar Parolkar (Chief Financial Officer)	Rs. 13,66,698/-	39.69%	N.A.
4	Mr.Sumit R. Sharma (Company Secretary)	Rs. 1,95,525/-	NIL	N.A.
5	Ms.Zill P. Shah (Ex-Company Secretary)	Rs. 2,55,707/-	NIL	N.A.

[* Remuneration paid in USD amounting to $ 78,000 through Vertoz INC, a subsidiary of the Company]

B) The Median remuneration of the Employee of the Company during the Financial Year was Rs. 2,36,374/

C) There was an increase of 9.25% in Medial remuneration of the employee during the financial year 2017-18.

D) The consolidated number of permanent employee of the Company is 135 for the year ended March 31, 2018.

E) Average percentage increase made in the salaries of employees other than the managerial personnel in the last Financial Year 2017-18 was 26.57%.

F) It is affirmed that remuneration paid during the year ended March 31, 2018 is as per the Remuneration Policy of the Company.

26. Information about AOC-1, Management Discussion and Analysis Report and Secretarial Audit Report:

AOC-1 is attached as Annexure - 3 and management Discussion and Analysis Report has been attached as Annexure - 2 as a part of Boards report.

27. Disclosures with respect to Demat suspense account/unclaimed suspense account:

The company has opened Demat suspense account/ unclaimed suspense account with Karvy Computershare Private Limited at the time of IPO. There are no shares unclaimed and therefore the account was closed.

28. Acknowledgment:

The Company wishes to thank its investors, banking community, rating agencies and stock exchanges for their support. The Company would like to take this opportunity to express sincere thanks to all its valued customers, vendors, agents and suppliers for their continued support and patronage. The Directors express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment and initiative has made the organization''s growth and success possible and continue to drive its progress. Finally, the Board Directors wish to express their gratitude to the members for their trust and support.

For & on behalf of Vertoz Advertising Ltd.

and its Board of Directors

Hirenkumar Shah

Place: Mumbai Chairman & Whole-time Director

Date: 20.07.2018 DIN: 00092739

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