Veritaas Advertising Ltd Directors Report

Dear Members,

Veritaas Advertising Limited

Your Directors have pleasure in presenting the 7 th Board s Report of M/s Veritaas Advertising Limited for the financial year ended March 31, 2025.

1. FINANCIAL REVIEW

The Financial Results for the year ended March 31, 2025 and the corresponding figure for the previous year are as under: ( in Lakhs except EPS)

	Fiscal
Particulars
	2024-25	2023-24
Revenue from Operations	1515.61	1,035.05
Other Income	20.29	0.85
Total Income	1535.90	1,035.90
Total Expenditure	1322.98	798.12
Profit before tax	212.92	237.78
Current Tax	57.06	66.74
Income tax Adjustment	7.31	2.01
Deferred Tax Adjustment	0.74	(0.86)
Profit after Tax	147.81	169.89
Basic Earnings per share (in )	5.24	8.17

2. STATE OF COMPANY S AFFAIRS

Your Directors are pleased to share the operational and financial performance achieved by the Company during FY2025.

The major highlights of the FY2025 are as under:

Revenue from operations stood at 1515.61 lakhs in FY2025 as compared to 1035.05 lakhs in FY2024 thereby registering a growth of 46.43%.

PAT stood at 147.81 lakhs in FY2025

The Company is well positioned to achieve better operation and financial performance in FY2026.

3. TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve.

4. DIVIDEND

The management has decided to reinvest the money for the purpose of expansion and overall growth of the company. Hence, your management recommends no dividend for the year ended March 31, 2025 and will increase efforts to enhance the profit in coming financial year.

5. CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There is no Change in the nature of the business / operation of the Company done during the year under review.

6. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2025, there are 6 (Six) Directors in your Company. The detail is as under:

DIN/PAN	Name	Designation	Appointment
08126557	Debojyoti Banerjee	Chairman & Managing Director	December 10, 2019
08190388	Mina Debnath	Non-Executive Director	July 31, 2018
10419140	Sangita Debnath	Whole Time Director	December 21, 2023
08178507	Sriyans Lunia*	Independent Director	December 22, 2023
10429710	Shishir Bindu Nath	Independent Director	December 22, 2023
10435916	Altab Uddin Kazi	Independent Director	December 22, 2023

*Demised on May 31, 2025

None of the directors are disqualified under section 164 of Companies Act, 2013. During the year under review, the following persons were designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

DIN/PAN	Name	Particulars of Change	Appointment
BRNPR7276N	Sayantan Roy	Appointed as Chief Financial Officer	January 15, 2024
HXWPK3115A	Mahima Khandelwal	Appointed as Company Secretary	January 15, 2024

Change in Board of Directors during financial year 2024-25:

There is no change in the Board of Directors of the company during the year under review.

Directors liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Sangita Debnath (DIN: 10419140) (Non-Executive Non Independent Director) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing AGM. Mrs. Sangita Debnath is not disqualified under Section 164 of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.

The Notice convening forthcoming AGM includes the proposal for re-appointment of aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of her experience in specific functions and area and number of listed companies in which she holds Membership/Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) are provided in the Annexure to the Notice of AGM forming part of the Annual Report.

7. SHARE CAPITAL

The Company has successfully completed the maiden Initial Public Offer (IPO) on May 21, 2024. In the IPO, 7,44 ,000 Equity Shares of Rs 10/- each was offered by the Company for subscription at an issue price of Rs. 114/- per shares. The issue was opened for subscription on May 13, 2024 and closed on May 15, 2024. The Board has allotted 7,44,000 Equity Shares of Rs

10/- each to the successful applicant on May 20, 2024. The equity shares of the Veritaas Advertising Limited got listed on May 21, 2024 on the NSE Emerge. Your company share price debuted on National Stock Exchange of India Limited at Rs 275, a premium of 141.23 % over its issue price

As on March 31, 2025, share capital of the Company was Rs 2,82,30,000 divided into 28,23,000 equity shares of Rs 10/- each.

8. DEMATERIALISATION OF SHARES

As on March 31, 2025, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0SRI01019. M/s. MAS Services Limited is the Registrar and Share Transfer Agent of the Company and handles investor s related matters under the supervision of the Company.

9. PUBLIC DEPOSITS

The Company has not accepted any deposit during the period started from 1 st April, 2024 to 31 st March, 2025.

10. CHANGE IN NAME AND STATUS OF THE COMPANY

There was no change in the name and / or status of the Company during FY2025.

11.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements as on 31.03.2025 and part of annual report.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arm s length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2025, is not applicable.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company s website: www.veritaasadvertising.com.

13. CORPORATE GOVERNANCE

The requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company. In additions to the applicable provisions of the Companies Act, 2013 become applicable to the company immediately up on the listing of Equity Shares on the NSE EMERGE. However, the Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director in the Board, constitution of an Audit Committee and Nomination and Remuneration Committee. The Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during the period from the end of the financial year to which the financial statement related till the date of this report except:

15. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY2025, the Company has not undertaken any alteration or amendment to the Memorandum and Articles of Association of the Company.

16.INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate internal financial control and risk mitigation, which are constantly assessed and strengthened with new/revised standard operating procedures commensurate with its size and the nature of its business.

During the year, no reportable weakness in the operations and accounting were observed and your company has adequate internal financial control with reference to its financial statements.

17.PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its Committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board.

Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

18. DECLARATIONS BY INDEPENDENT DIRECTORS

The Company received declarations from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Listing Regulations, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

19. BOARD MEETINGS:

The Board of Directors of the Company met 7 (Seven) times during the year under review i.e. on 16-05-2024; 11-06-2024; 25-07-2024; 31-08-2024; 05-09-2024; 06-09-2024; 14-11-2024; 25-02-2025. The intervening gap between two Board Meeting and General Meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1 and

Secretarial Standard-2. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

20. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors	Category
Mr. Sriyans Lunia*	Independent Director Chairman
Mr. Shishir Bindu Nath	Independent Director
Mr. Altab Uddin Kazi	Independent Director
Mr. Debojyoti Banerjee	Managing Director

* (demised on May 31, 2025)

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

Name of Directors	Category
Mr. Shishir Bindu Nath	Independent Director Chairman
Ms. Sriyans Lunia*	Independent Director
Mr. Altab Uddin Kazi	Independent Director

* (demised on May 31, 2025)

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board comprises of:

Name of Directors	Category
Mr. Altab Uddin Kazi	Independent Director Chairman
Mr. Shishir Bindu Nath	Independent Director
Mr. Sriyans Lunia*	Independent Director

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

21. AUDITORS

A. STATUTORY AUDITORS & AUDITORS REPORT:

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its 6 th Annual General Meeting (AGM) held on Monday, September 30, 2024, had appointed M/s. A A A J & Associates (FRN 322455E), Chartered Accountants as Statutory Auditors to hold office from the conclusion of the 6 th AGM until the conclusion of the 11 th AGM of the Company to be held in the year 2029. Accordingly, M/s. A A A J & Associates (FRN 322455E), Chartered Accountants, continues to be the Statutory Auditors of the Company till the conclusion of the 11 th AGM, as approved by the shareholders at the AGM held on September 30, 2024.

The Statutory Auditors Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory

Auditors. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

B. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Niaz Ahmed (Membership No. F9432 CP No.5965), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the FY2024-25. He is having more than 24 years of the experience in the corporate law compliances, legal due diligence and audit, litigations, indirect taxes. The Secretarial Audit Report submitted by him, for FY2024-25 is annexed herewith marked as " Annexure 1 " to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

C. INTERNAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee M/s. B J B & Associates, Chartered Accountants (FRN No. 329621E), was appointed as the Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2024-25 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and Internal Auditors.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2024-25 which calls for any explanation from the Board of Directors.

22. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on NSE Emerge, it is covered under the exempted category and not required to comply with IND-AS for preparation of financial statements.

23.SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards issued till the end of financial year 2024-25, on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

24.ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, copy of the Annual Return for the financial year 2024-25 prepared in accordance with Section 92(1) of the Act is available on the Company s website at www.veritaasadvertising.com.

25.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place. d) Any deviations from the previously approved matter require fresh prior approval. 26. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

27. MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

28. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named

Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company s Code of

Business Conduct, to management (on an anonymous basis, if employees so desire).

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company s website at www.veritaasadvertising.com.

29. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination & Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and Senior Management Personnel is available under investor relations section on the Company s website at www.veritaasadvertising.com.

Further, the Company also has a Board Diversity Policy to assure that the Board is fully diversified and comprises of an ideal combination of Executive and Non-Executive Directors, including Independent Directors, with diverse backgrounds.

30. RISK MANAGEMENT POLICY

Your Company s Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company s competitive advantage.

31. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information.

The Company Secretary is the Compliance Officer for monitoring adherence to the said

Regulations. The Code is displayed on the Company s website at www.veritaasadvertising.com.

32. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

33. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any associate or subsidiary Company. The Company does not have any Joint Venture as on March 31, 2025.

A statement containing the salient features of the financial statement of the subsidiary/joint venture Company is not required.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statements of the Company along with relevant documents is available on the website of the Company at www.veritaasadvertising.com under investors section. These documents will also be available for inspection till the date of the AGM during business hours at the Registered Office of the Company.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

35. CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING AND OUTGO

The details of conservation of energy and technology absorption are not applicable to the Company as the Company is engaged in the service sector providing advertising services. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2025 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as

" Annexure -2 " and forms part of this report.

36. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Details of the top ten employees in terms of remuneration drawn, as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure-3 .

The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-3 .

Further, there are no employees posted and working outside India and drawing salary in excess of the prescribed limits under the above Rules and accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India.

37. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

38. DIRECTOR S RESPONSIBILITY STATEMENT

The Director s Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state that

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

b) The directors has 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 & 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 has prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

39. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the FY2025 on March 3, 2025.

There was no complaint pending at the beginning and at the end of FY2024-25. No complaints have been received by the Committee during the FY2024-25.

40. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2) (e) of SEBI (LODR) Regulation 2015, a

" Management Discussion and Analysis Report " are set out as a separate section in this Annual

Report which forms an integral part of this report.

41. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority

(Accounting, Audit, Transfer and Refund) Rules, 2016 ( " the IEPF Rules " ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there was no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

42. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with this objective in place, we have drawn a comprehensive human resource strategy which addresses all key aspects of human resource development including: (i) Adoption of fair business practices; (ii) Promoting workforce diversity, evolution of performance-based compensation packages to attract and retain the talent; (iii) Rewards & recognition and several best-in-class employee initiatives; and (iv) Delivery of training programs to improve technical, functional and managerial competence.

The belief " Great People create Great Organization " has been at the core of the Company s approach to its people.

43. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. 44. ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their cooperation and assistance extended.

Your Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, for the continued support given by them to the Company.

And their confidence reposed in the management. The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

For and on behalf of the Board of Directors

Veritaas Advertising Limited

Debojyoti Banerjee

Date: May 30, 2025 (Chairman & Managing Director) Place: Kolkata DIN: 08126557