Notes to Accounts of Vertoz Ltd.

Mar 31, 2024

o. Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving a substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Financial Statements. Contingent Assets are neither recognized nor disclosed in the Financial Statements.

p. Financial instruments:

Initial recognition

The company recognise the financial asset and financial liabilities when it becomes a party to the contractual provisions of the instruments. All the financial assets and financial liabilities are recognised at fair value on initial recognition, except for trade receivable which are initially recognised at transaction price. Transaction cost that are directly attributable to the acquisition of financial asset and financial liabilities, that are not at fair value through profit and loss, are added to the fair value on the initial recognition.

Subsequent measurement

(A) Non derivative financial instruments

(i) Financial Assets at amortised cost

A financial assets is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Company. All the Loans and other receivables under financial assets (except Investments) are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Trade receivables do not carry any interest and are stated at their nominal value as reduced by impairment amount.

(ii) Financial Assets at Fair Value through Profit or Loss/Other comprehensive income

Instruments included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.

If the company decides to classify an instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the company may transfer the cumulative gain or loss within equity.

(iii) Financial liabilities

The measurement of financial liabilities depends on their classification, as described below:

(a) Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate (EIR) method. However, the Company has borrowings at floating rates. Considering the impact of restatement of Effective interest rate, transaction cost is being amortised over the tenure of loan and borrowing.

(b) Trade & other payables

After initial recognition, trade and other payables maturing within one year from the Balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

(B) Derivative financial instruments

The company holds derivatives financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. Company has taken all the forward contract from the bank.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

q. Cash and Cash Equivalents:

The Company considers all highly liquid financial instruments, which are readily convertible into cash and have original maturities of twelve months or less from the date of purchase, to be cash equivalents.

r. Business Combination

The acquisitions of businesses are accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed and equity instruments issued by the Company in exchange for control of the acquiree. The acquiree''s identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. In the case of bargain purchase, resultant gain is recognized on the acquisition date and accumulated to capital reserve in other equity. Acquisition related costs are recognised in the statement of profit and loss.

Business combinations arising from transfer of interests in entities that are under common control are accounted for using the pooling of interest method. The difference between any consideration transferred and the aggregate historical carrying values of assets and liabilities of the acquired entity are recognised in other equity.

25. CONTINGENT LIABILITY:

Claims against the Company not acknowledged as debt ^ Nil (previous year ^ Nil)

27. MSME REGISTERED CREDITORS:

Based on information''s available with the Company, there are no suppliers registered as micro, small or medium enterprise under "The Micro, Small and Medium Enterprise Development Act, 2006" as at March 31, 2024.This is according to the return filed and details provided in MSME Form I (Pursuant to Order 2 and 3 dated 22 January, 2019 issued under Section 405 of the Companies Act, 2013).

Defined benefit plan:

Liabilities in respect of gratuity & Leave Encashment are provided for on the basis of actuarial valuation as at the year end. The certificate for actuarial valuation for Gratuity and Leave encashment is given without the annexure which are prepared for disclosure requirements, in view of the company confirming that it does not fall in one or more of the eight categories of Ind AS 19 and hence eligible for exemption granted for companies as per Ind AS 19, the number of employees being more than 50.

31. Segment Reporting:

The risk-return profile of the Company''s business is determined predominantly by the nature of its services. Accordingly, the business segment constitutes the primary segment for disclosure of segment information. The company is, at present, primarily engaged in a single business segment of Information Technology Company and operates only in a single geographical segment i.e. India. Accordingly, no disclosures are made in terms of Indian Accounting Standard Ind AS - 108 relating to "Segment Reporting".

32. Financial risk management objectives and policies:

The risk management policies of the Company are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

The Management has overall responsibility for the establishment and oversight of the Company''s risk management framework.

Market risk:

Market risk is the risk when the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Financial instruments affected by market risk include FVTPL Investments only. Market risk comprises only the fluctuations in the net asset value of the respective funds. Reports on the investment portfolio are submitted to the Company''s senior management on a regular basis. The Board of Directors reviews and approves all investment decisions.

Credit risk:

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions. The Company only deals with parties which has sound worthiness based on internal assessment.

The ageing analysis of the receivables has been considered from the date the invoice falls due.

In the opinion of management, trade receivable, Financial assets, Cash and cash equivalent, Balance with Bank, Loans and other financial assets have a value on realisation in the ordinary course pf business at lease equal to the amount at which they are stated in the balance sheet.

Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

Company has interest rate risk exposure mainly from changes in rate of interest on borrowing & on deposit with bank. The interest rate are disclosed in the respective notes to the financial statements of the Company.

Liquidity risk:

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities - trade payables and other financial liabilities.

Liquidity risk management:

The Company''s management is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

Capital Management:

The Company''s objective for capital management is to maximize shareholder value, safeguard business continuity and support the growth. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The Company is not subject to any externally imposed capital requirements except loan from banks/NBFC for working capital.

33. Financial Instruments:

Financial instrument by category

The carrying value and fair value of financial instrument by categories as of 31^st March 2024 were as follows:

34. Related Party Transaction

Disclosure of transaction with Related Parties, as required by Indian Accounting standard Ind AS - 24 relating to Related Party Disclosure'' are given here under. Related parties as defined under Clause 3 of the Indian Accounting standard Ind AS - 24 have been identified based on Representations made by and information available with the Company.

[Note: Related Party relationships as identified by the Company have been relied upon by the Auditors.]

35. Cash Flow Statement as required in terms of Accounting Standard "Ind AS 7 Cash Flow Statements" is attached to these Accounts.

36. As the Company is not a manufacturing company, the information required under Clause3 (ii) (a) and Clause 4C of Part II of the Companies Act, 1956 has not been given.

37. The balances of sundry debtors, sundry creditors, loans and advances are subject to reconciliation and confirmation and are as per books of account only. In the opinion of the management, the reconciliation, if any, will not materially affect the profit/loss of the

41. Estimated amount of contracts remaining to be executed on capital account and outstanding net of advances - ^ Nil (P.Y. Nil)

42. On account of application of Schedule III as per the new Companies Act, 2013 for the preparation of financial statements, the disclosures, classification and presentation made in this financial statement have been significantly impacted / changed. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

43. Business Combination

The Hon''ble National Company Law Tribunal (NCLT), vide its order dated 12^th February, 2024, has approved the Composite Scheme of Merger by absorption ("the Scheme") of Paynx Technologies Private Limited and Qualispace Web Services Private Limited with the Company, the appointed date being 01 April, 2022. The company has accounted for the business combination as a common control transection using the pooling of the interest method (as prescribed in Appendix - C to Ind AS 103)

Following are the details of the assets and liabilities acquired and consideration paid pursuant to aforesaid business combination:-

VIII. Compliance with approved Scheme(s) of Arrangements

There are no Schemes of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

IX. Discrepancy in utilization of borrowings

The company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance

X. Utilisation of Borrowed funds and share premium:

a) Borrowed Fund has been used for working capital and routine operation purpose of the company.

b) During this year there was no share premium received and/or utilised by the Company.

45. Additional Information Undisclosed income

The Company has no transaction that is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

Details of Crypto Currency or Virtual Currency

The company has not traded or invested in Crypto currency or Virtual Currency.

FOR AND ON BEHALF OF BOARD OF VERTOZ ADVERTISING LIMITED

HIRENKUMAR SHAH WHOLE-TIME DIRECTOR DIN: 00092739 DATE: 22.05.2024 PLACE: MUMBAI

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Mar 31, 2023

Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving a substantial degree of estimation in measurement are recognized
when there is a present obligation as a result of past events and it is probable that there
will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed
in the Financial Statements. Contingent Assets are neither recognized nor disclosed in the
Financial Statements.

p. Financial instruments:

Initial recognition

The company recognise the financial asset and financial liabilities when it becomes a party
to the contractual provisions of the instruments. All the financial assets and financial
liabilities are recognised at fair value on initial recognition, except for trade receivable
which are initially recognised at transaction price. Transaction cost that are directly
attributable to the acquisition of financial asset and financial liabilities, that are not at fair
value through profit and loss, are added to the fair value on the initial recognition.

Subsequent measurement

(A) Non derivative financial instruments

(i) Financial Assets at amortised cost

A financial assets is measured at the amortised cost if both the following conditions are
met:

a) The asset is held within a business model whose objective is to hold assets for
collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Company. All the Loans and other receivables
under financial assets (except Investments) are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Trade receivables do not
carry any interest and are stated at their nominal value as reduced by impairment amount.

(ii) Financial Assets at Fair Value through Profit or Loss/Other comprehensive income

Instruments included within the FVTPL category are measured at fair value with all changes
recognised in the Statement of Profit and Loss.

If the company decides to classify an instrument as at FVTOCI, then all fair value changes on
the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the
amounts from OCI to P&L, even on sale of investment. However, the company may transfer
the cumulative gain or loss within equity.

(iii) Financial liabilities

The measurement of financial liabilities depends on their classification, as described below:

(a) Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured
at amortised cost using the effective interest rate (EIR) method. However, the Company has
borrowings at floating rates. Considering the impact of restatement of Effective interest
rate, transaction cost is being amortised over the tenure of loan and borrowing.

(b) Trade & other payables

After initial recognition, trade and other payables maturing within one year from the
Balance sheet date, the carrying amounts approximate fair value due to the short maturity
of these instruments.

(B) Derivative financial instruments

The company holds derivatives financial instruments such as foreign exchange forward and
option contracts to mitigate the risk of changes in exchange rates on foreign currency
exposures. Company has taken all the forward contract from the bank.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. When an existing financial liability is replaced by another from the
same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as the derecognition of
the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the statement of profit or loss.

q. Cash and Cash Equivalents:

The Company considers all highly liquid financial instruments, which are readily convertible
into cash and have original maturities of twelve months or less from the date of purchase,
to be cash equivalents.

25. CONTINGENT LIABILITY:

Claims against the Company not acknowledged as debt f Nil (previous year ? Nil)

26. OPERATING LEASES:

The Company have lease obligation during the period under audit. The brief details of the
ease as under:

27. MSME REGISTERED CREDITORS:

Based on information''s available with the Company, there are no suppliers registered as
micro, small or medium enterprise under "The Micro, Small and Medium Enterprise
Development Act, 2006" as at March 31, 2023.This is according to the return filed and
details provided in MSME Form I (Pursuant to Order 2 and 3 dated 22 January, 2019 issued
under Section 405 of the Companies Act, 2013).

28. DEFERRED TAX:

In consideration of prudence, the deferred tax asset has not been recognized in the
accounts and the same would be considered at an appropriate time keeping in view the

availability of sufficient taxable income against which such deferred tax asset can be
realized.

29. The disclosure required under Indian Accounting Standard Ind AS 19 Employee Benefits, is
given below:

Defined contribution Plan:

Contribution to defined contribution plan is recognized and charged off for the year, are
as under:

Defined benefit plan:

Liabilities in respect of gratuity & Leave Encashment are provided for on the basis of
actuarial valuation as at the year end. The certificate for actuarial valuation for Gratuity
and Leave encashment is given without the annexure which are prepared for disclosure
requirements, in view of the company confirming that it does not fall in one or more of
the eight categories of Ind AS 19 and hence eligible for exemption granted for companies
as per Ind AS 19, the number of employees being more than 50.

30. Particulars of Un-hedged foreign Currency Exposure as the Balance Sheet date:

During period under audit, the company is having following un-hedged foreign currency
exposure as on balance sheet date:

31. Segment Reporting:

The risk-return profile of the Company''s business is determined predominantly by the
nature of its services. Accordingly, the business segment constitutes the primary segment

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Mar 31, 2018

1. BACKGROUND:

Vertoz Advertising Limited (the Company) f.k.a. Vertoz Media Private Limited and Vertoz Media Limited was incorporated on February 13, 2012. These are the eighth financial statements prepared for the Company and they relate to the period from April 1, 2017 to March 31, 2018. The Company provides Online Advertising Services and other allied services to domestic/ overseas clients.

2. CONTINGENT LIABILITY:

Claims against the Company not acknowledged as debt Rs. Nil (previous year Rs. Nil)

3. Based on information''s available with the Company, there are no suppliers registered as micro, small or medium enterprise under "The Micro, Small and Medium Enterprise Development Act, 2006" as at March 31, 2018 and hence disclosure, if any, relating to amounts unpaid as at the year end and together with interest paid/payable as required under the said Act have not been given.

In consideration of prudence, the deferred tax asset has not been recognized in the accounts and the same would be considered at an appropriate time keeping in view the availability of sufficient taxable income against which such deferred tax asset can be realized.

4. The disclosure required under Accounting Standard 15 Employee Benefits notified in the Companies (Accounting Standards) Rules 2006, is given below:

Defined Benefit Plan:

Liabilities in respect of gratuity & Leave Encashment are provided for on the basis of actuarial valuation as at the year end. The certificate for actuarial valuation for Gratuity and Leave encashment is given without the annexure which are prepared for disclosure requirements, in view of the company confirming that it does not fall in one or more of the eight categories of para (b) on page 4 of the AS 15 (Revision 2005) and hence eligible for exemption granted for companies falling under group (b) as per AS 15 (Revision 2005), the number of employees being more than 50.

5. PARTICULARS OF UN-HEDGED FOREIGN CURRENCY EXPOSURE AS ON BALANCE SHEET DATE:

During period under audit, the company does not have any un-hedged foreign currency exposure as on balance sheet date.

6. SEGMENT REPORTING:

The risk-return profile of the Company''s business is determined predominantly by the nature of its services. Accordingly, the business segment constitutes the primary segment for disclosure of segment information.

Company is, at present, primarily engaged in a single business segment of Information Technology Company and operates only in a single geographical segment i.e. India. Accordingly, no disclosures are made in terms of Accounting Standard AS - 17 relating to "Segment Reporting".

7. RELATED PARTY TRANSACTION

Disclosure of transaction with Related Parties, as required by Accounting standard AS - 18 relating to Related Party Disclosure'' are given here under. Related parties as defined under Clause 3 of the accounting Standard AS - 18 have been identified based on Representations made by and information available with the Company.

8. Cash Flow Statement as required in terms of Accounting Standard "AS-3 (Revised) Cash Flow Statements" is attached to these Accounts.

9. As the Company is not a manufacturing company, the information required under Clause3 (ii) (a) and Clause 4C of Part II of the Companies Act, 1956 has not been given.

10. The balances of sundry debtors, sundry creditors, loans and advances are subject to reconciliation and confirmation and are as per books of account only. In the opinion of the management, the reconciliation, if any, will not materially affect the profit of the Company for the year.

11. In the opinion of the Management, all the current assets, loans and advances have a value on realization in the ordinary course of business equal to the amount at which they are stated and all provisions for liabilities are adequate and are not less than the amount considered necessary.

12. Earning in Foreign Currency (On Cash Basis) Rs.1,80,22,460/-

13. Estimated amount of contracts remaining to be executed on capital account and outstanding net of advances - Rs. Nil (P.Y. Nil)

14. On account of application of Schedule III as per the new Companies Act, 2013 for the preparation of financial statements, the disclosures, classification and presentation made in this financial statement have been significantly impacted / changed. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.