Vertexplus Technologies Ltd Directors Report

To

The Shareholders,

Your Directors have pleasure in presenting the 16th (Sixteenth) Annual Report of VertexPlus Technologies Limited together with the Audited Financial Statements of your Company for the financial year ended March 31, 2026.

FINANCIAL RESULTS:

Pursuant to and in compliance with the provisions of Section 134(3) read with Rule 8 of the Accounts Rules, the standalone financial performance of the Company for the financial year ended on March 31, 2026, is summarized below:

BASED ON STANDALONE FINANCIAL STATEMENT: -

PARTICULARS	CURRENT YEAR (2025-26)	PREVIOUS YEAR (2024-25
Revenue from Operations	2178.60	1760.67
Other Income (net)	9.03	30.36
Total income	2187.63	1791.03
Less:
Operating & Administrative expenses	2520.02	1583.28
Profit Before Depreciation Interest & Tax	(332.39)	207.76
Less:
Depreciation and amortization	62.38	50.44
expense
Finance costs	71.36	42.86
Profit before exceptional item and tax	(466.12)	114.46
Exceptional item
Profit before tax (PBT)	(466.12)	114.86
+ /- Tax expense:
Current Tax	0.00	25.22
Deferred Tax	2.22	3.59
Profit after tax for the year (PAT)	(468.34)	85.65

BASED ON CONSOLIDATED FINANCIAL STATEMENTS:

PARTICULARS	CURRENT YEAR (2025-26)	PREVIOUS YEAR (2024-2 5)
Revenue from Operations	2265.27	1834.26
Other Income (net)	9.03	31.63
Total income	2274.30	1865.89
Less:
Operating & Administrative expenses	2600.52	1655.26
Profit Before Depreciation Interest & Tax	(326.22)	210.62
Less:
Depreciation and amortization expense	62.38	50.44
Finance costs	71.87	43.01
Profit before exceptional item and tax	(460.46)	117.17
Exceptional item
Profit before tax (PBT)	(460.46)	117.17
+ /- Tax expense:
Current Tax	0.00	25.22
Deferred Tax	2.22	3.59
Profit after tax for the year (PAT)	(462.68)	88.36

AN OVERVIEW OF THE COMPANY AFFAIRS AND OPERATIONS:

During the year under review, the Standalone Revenue from Operations of your Company stood at Rs. 2,178.60 Lakhs as against Rs. 1,760.67 Lakhs in the previous financial year, reflecting a growth in the Companys operating revenue. However, on account of increased in operations, administration and project cost, the Company reported a Loss before Depreciation, Interest & Tax of Rs. (326.22) Lakhs during the year, as against a Profit of Rs. 210.62 Lakhs in the previous year. Consequently, the Company incurred a Loss after Tax of Rs. (468.34) Lakhs for the financial year 2025-26.

Detailed report on operations of and structure of Business of the Company has been included in Management Discussion and Analysis Report, which forms part of this Annual Report.

During the financial year 2025-2026, The consolidated revenue of the company from Operations is Rs. 2265.27 lacs as compared to Rs. 1834.26 lacs in the previous year and the consolidated profit before tax of the company is Rs. (460.46) lacs as compared to the Profit on of Rs. 117.17 lacs in the previous year.

The Board is taking necessary steps to improve the operational efficiency and profitability of the Company in the ensuing financial year. A detailed review of the operations and business structure of the Company, along with an analysis of the factors impacting performance, has been provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CHANGE IN NATURE OF THE BUSINESS:

During the year, there was no change in the nature of business of the Company, and it continues to concentrate on its current business.

SHARE CAPITAL:

1. Authorized Capital: The Authorized Share Capital of the Company as on March 31, 2026, stood at Rs 6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 shares of Rs 10/- each.

2. Issued/Subscribed/Paid up Capital: The issued, subscribed and paid-up share capital of the Company as on March 31, 2026, stood Rs 5,47,96,000 (Five crore Forty-Seven Lakh Ninety-Six Thousand Only) divided into 54,79,600 shares (Fifty-Four Lakhs Seventy-Nine Thousand Six Hundred Only) of Rs 10/- each.

During the year under review, there was no change in the Companys capital structure.

During the year, the Company has not issued any equity share with differential voting rights hence the disclosure under Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

DIVIDEND:

During the financial year under review, the Board has not recommended any dividend.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), dividends remaining unpaid or unclaimed for a period of seven consecutive years are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Further, the shares in respect of which dividends have remained unpaid or unclaimed for seven consecutive years or more are also required to be transferred to the demat account of the IEPF Authority in accordance with the provisions of the Act and the Rules.

During the financial year under review, there were no unpaid or unclaimed dividends or corresponding shares that were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve Account during the reporting period. Further, the loss during the year amounting to Rs 468.34 Lakhs is transferred to Reserves and Surplus Account of the Company.

DEPOSITS FROM PUBLIC:

During the financial year, the Company has not accepted deposits from the public falling within the ambit of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2 0 14

During the period under review, the Company has accepted certain unsecured borrowings from its director Mr. Sandeep Kumar Pahariya. These borrowings do not fall within the purview of ‘deposits as defined under the applicable provisions of the Companies Act, 2013 and the relevant Rules framed thereunder. The Company has also obtained the requisite declarations from the concerned Director confirming that the funds provided to the Company were not sourced, directly or indirectly, through any borrowings or loans or deposits from others. The details of such unsecured loans are appropriately disclosed in the audited financial statements of the Company, read together with the notes to accounts on Related Party Disclosures forming part of the financial statements.

DEMATERIALISATION OF EQUITY SHARES

As on March 31, 2026, 54,79,600 equity shares are held in dematerialized form, which constitutes 100% of total shareholding.

MATERIAL CHANGES AND COMMITMENTS:

There are no material change 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 relates and the date of the report.

STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)

REGU LATI ON S, 20 15.

Pursuant to Regulation 32(1)(a) and 32(1)(b) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that:

• There was no deviation(s) in the utilization of public issue proceeds from the objects as stated

in the prospectus dated March 09th, 2023.

• There has been no variation(s) in the use of proceeds from the objects stated in the prospectus dated March 09th, 2023.

FINANCIAL STATEMENTS

The financial statement is prepared under the historical cost convention on the "Accrual Concept" and Going Concern assumption of accountancy in accordance with the generally accepted accounting principles in India and are in compliance with the Accounting Standards as prescribed by Companies (Accounting Standards) Rules, 2021 and with the relevant provisions of the Companies Act, 2013 and rules made there under.

The estimate and judgement relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended 31st March 2026.

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

PARTICULARS	REMARKS
CONSERVATION OF ENERGY:
the steps taken or impact on conservation of energy;	The Corporation is taking due care for using electricity in the office and its sites. The Corporation usually takes care for optimum utilization of energy. We are trying to minimize use of energy by using good rated and energy efficient appliances in factory as well as office premises.
the capital investment on energy conservation equipments;
the steps taken by the company for utilizing alternate sources of energy;
TECHNOLOGY ABSORPTION:
the efforts made towards technology absorption;	NIL
the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over	NIL
the expenditure incurred on Research and	During the financial year, the Company
Development	has not spent any amount towards research & development activity.
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	Inflow: 66.29_Lakhs Outflow: 11.22_ Lakhs

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company is having one subsidiary company named VertexPlus Technologies Pte. Ltd., incorporated in Singapore. The Company holds 80% of the issued capital of SGD 1,00,000 i.e. SGD 80,000 in the subsidiary company.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEM:

As a global enterprise, the company is exposed to a range of external as well as internal risks that have a significant impact on its performance. In order to efficiently manage such risk, the Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Our robust internal control system, for minimizing the risk, propels our culture of informed and responsible risk handling for attaining the organizational objectives with optimum utilization of resources. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report

TRANSACTIONS WITH RELATED PARTIES:

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and entered in the ordinary course of business and are at arms length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy on Materiality of Related Party Transactions and also on dealing with related party transactions as approved by the Audit Committee and the Board of Directors are displayed on the Companys website https://www.vertexplus.com/policies/

Details of related party transactions for the year under review are given in Form AOC-2 as Annexure-I to this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the Financial Year 2025-26, the particulars of Loans given, Guarantees given and Investments made and securities provided as per section 186 of the act along with the purpose for which the loan or guarantee, security provided to be utilized by the receipt are provided in the audited financial statements of the Company read with noted on accounts forming part of the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Board of Directors

The Board of the Company is a balanced one with an optimum mix of Executive and Non-Executive Directors and comprises of Five (05) Directors; Two Executive Director, Three Non-Executive Director out of which two are Independent Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making.

As on the date of this report, the Board of the company constitutes of the following directors and KMPs:

Name of Director/KMPs	DIN/PAN	Designation	Date of Appointment
1. Sandeep Kumar Pahariya	00514815	Chairman cum Managing Director	20/10/2010
2. Niru Pahariya	00838390	Whole-time Director	20/10/2010
3. Samyak Jain	09607595	Non-Executive Director	16/05/2022
4. Nitin Bhatt	09712396	Non-Executive Director Independent Director	05/09/2022
5. Manoj Kumar Upadhyay	09712723	Non-Executive Director Independent Director	05/09/2022
6. Sonakshi Jain	APPPJ8458K	CFO	20/09/2022
7. Sandhya Sharma	MACPS9885 H	Company Secretary and Compliance Officer	16/01/2025

2. Change in Designation

During the year under review, there was no change in designation of any of the Directors of the Company.

3. Independent Directors

During the year under review, the Company has Mr. Nitin Bhatt (DIN: 09712396) and Mr. Manoj Kumar Upadhyay (DIN: 09712723) as Independent Directors of the company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Declaration by Independent Directors

All the Independent Directors have given their declarations under section 149 (6) and section 149 (7) of the Companies Act, 2013 and the Rules made there under. In the opinion of the Board, the Independent Directors fulfil the conditions relating to their status as an Independent Director as specified in section 149 of the Companies Act, 2013 read with rules made there under as well as Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Certificate of Practicing Company Secretary

The Company has obtained a certificate from M/s MSV & Associates, Practicing Company Secretary, Jaipur stating that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed /continuing as Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority, under Annexure- V

4. Key Managerial Personnel

In accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there was no change in the Key Managerial Personnel of the Company during the Financial Year 2025-26.

5. Retire by Rotation

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors of the company are liable to retire by rotation, and if eligible, they can offer themselves for the re-appointment. In this Annual General Meeting Mrs. Niru Pahariya (DIN: 00838390)

Director of the Company is liable to retire by rotation and being eligible to offer herself for reappointment.

A resolution seeking shareholders approval for their appointment/re-appointment along with other required details forms part of the Notice.

Changes after the closure of Financial Year: Proposed Re- appointments at the 16th Annual General Meeting

6. Re-appointment of Mr. Sandeep Kumar Pahariya (DIN: 00514815) as the Managing Director:

In accordance with the provision of section 196, 203 of the Companies Act,2013 and the Article of Association of the Company, the term of Mr. Sandeep Kumar Pahariya as Managing Director is going to expire on 04th day of September, 2027. The board on recommendation of the Nomination and Remuneration Committee of the Company has proposed his reappointment as Chairman cum Managing Director to the shareholders of the Company in upcoming 16th Annual General Meeting for a further period of 5 (Five) consecutive years commencing from 05th September 2027.

7. Re-appointment of Mrs. Niru Pahariya (DIN: 00838390) as Whole-time director: In accordance with the provision of section 196, 203 of the Companies Act,2013 and the Article of Association of the Company, the term of Mrs. Niru Pahariya as Whole-time director is going to expire on 04th day of September, 2027. The board on recommendation of the Nomination and Remuneration Committee of the Company has proposed her re- appointment to the shareholders of the Company in upcoming 16th Annual General Meeting for a further period of 5 (Five) consecutive years commencing from 05th September 2027.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations") The Board has adopted a process for evaluating its performance and effectiveness as well as that of its committees and carried out an annual evaluation of its own performance, Board Committees and the Directors individually. The Board and the Nomination & Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. The evaluation criteria included various aspects such as, functionality of Board, compositions, process & procedures including adequate & timely information, attendance, delegation of responsibility, decision making, roles & responsibility including monitoring, benchmarking, feedback relationship with the stakeholders and as provided by the Guidance Note on Board Evaluation issued by SEBI time to time. In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, the Board as a whole and the Chairman was also evaluated, on the basis of pre-set criterion. During the year, Board Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Peer Evaluation of the Directors. The Board was satisfied with the contribution of directors, in their respective capacities and as a team.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of remuneration of Directors, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure - II to this Report, attached hereto.

The information as per Rule 5(2) and Rule 5(3) of the above-mentioned Rules pertaining to the names of top ten employees and other particulars of employees is provided in a separate annexure. However, as per the provisions of Section 136(1) of the Companies Act and the Rules thereunder, the Annual Report and the financial statements, excluding the aforesaid annexure, are being sent to the Members, and other persons entitled thereto. Any Member interested in obtaining a copy of the said annexure may write to the Company Secretary and Compliance Officer at compliance@vertexplus.com.

NOMINATION AND REMUNERATION POLICY

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonize the aspiration of human resources consistent with the goals of the Company. The Remuneration Policy has been updated on the website of the Company at https://www.vertexplus.com/policies/

MEETINGS OF BOARD OF DIRECTORS AND COMPLIANCE TO SECRETARIAL STANDARD:

The Board of Directors of the Company met Five (5) times during the year i.e. on, 06.05.2025, 26.05.2025, 27.08.2025, 14.11.2025, 18.02.2026. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard-2 (relating to General Meetings) during the year.

The attendance of Directors in the Board Meetings held during the year under review are as follows:

NAME OF DIRECTORS	N O. O F MEETINGS HELD	N O. O F MEETINGS ATTENDED
1. Sandeep Kumar Pahariya (DIN: 00514815)	5	5
2. Niru Pahariya (DIN: 00838390)	5	5
3. Samyak Jain (DIN: 09607595)	5	5
4. Nitin Bhatt (DIN: 09712396)	5	5
5. Manoj Kumar Upadhyay (DIN: 09712723)	5	5

MEETING S O F I N D E P E N D E N T D I R E C T O R S

The Companys Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the Lead Independent Director.

During the year under review, the independent directors met on 18th February 2026 inter alia, to discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

2. Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non- Executive directors.

3. Evaluation of the quality, content and timeliness of flow of information between the management and the board that is necessary for the board to effectively and reasonably perform its duties.

4. Review the mechanism of safeguard the interests of all Stakeholders.

GENERAL MEETINGS:

During the period under review, the Annual general meeting of the company was held on Saturday, 20th September 2025.

BOARD COMMITTEES:

Board Committees play an important role in strengthening the Companys corporate governance framework by enabling focused oversight and timely decision-making. Each Committee functions within its defined terms of reference and delegated authority, with its proceedings regularly reported to the Board. Video and tele-conferencing facilities are available to Committee members, and external experts may be invited whenever required.

During the year under review, the Board had the following mandatory Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee. The Board supervises the execution of its responsibilities by the

Committees and is responsible for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board for review. The Minutes of the Committee Meetings are sent to all members of the Committee individually and tabled at the Board Meetings. Following are the details of Board Committees;

1. Audit Committee:

Our Company has constituted the Audit Committee in accordance with Section 177 and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines. The Committee comprised of 3 members during the financial year.

The detail of the composition of the Audit committee along with their meetings held/attended is as follows:

NAME OF THE DI RECTOR	STATUS I N COMMITTEE	NATURE OF DIRECTORSHIP
Mr. Manoj Kumar Upadhyay	Chairman	Non-Executive Independent Director
Mr. Nitin Bhatt	Member	Non-Executive Independent Director
Mr. Sandeep Kumar Pahariya	Member	Managing Director

The Audit Committee met Five (05) times during the year i.e. on 06.05.2025, 26.05.2025, 27.08.2025, 14.11.2025 and 18.02.2026, Attendance of Directors in Audit Committee during the Board Meeting.

ATTENDANCE AT THE COMMITTEE MEETING HELD ON

Name of Director	Position	06.05.202 5	26.05.202 5	27.08.202 5	14.11.202 5	18.02.202 6
Mr. Manoj Kumar Upadhyay (Independent Director)	Chairman	Present	Present	Present	Present	Present
Mr. Nitin Bhatt (Independent Director)	Member	Present	Present	Present	Present	Present
Mr. Sandeep Kumar Pahariya (Managing Director)	Member	Present	Present	Present	Present	Present

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit Committee and its terms of reference shall include the following:

A. Tenure: The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

B. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two independent members at each meeting.

C. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 as amended and Companies Act, 2013 shall be as under:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;

- matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

- changes, if any, in accounting policies and practices and reasons for the same;

- major accounting entries involving estimates based on the exercise of judgment by management;

- significant adjustments made in the financial statements arising out of audit findings;

- compliance with listing and other legal requirements relating to financial statements;

- disclosure of any related party transactions;

- modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole-time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee), submitted by management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

• Statement of deviations:

- Half-yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

- Annual statement of funds utilized for purposes other than those stated in the offer

- document/prospectus/notice in terms of Regulation 32(7).

2. Stakeholders Relationship Committee

Our Company has constituted the Stakeholders Relationship Committee in terms of Section 178 sub section (5) and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprised of 3 members during the financial year. The detail of the composition of the committee along with their meetings held/attended is as follows:

NAME OF THE DI RECTOR	STATUS I N COMMITTEE	NATURE OF DIRECTORSHIP
Mr. Manoj Kumar Upadhyay	Chairman	Non-Executive Independent Director
Mr. Nitin Bhatt	Member	Non-Executive Independent Director
Mrs. Niru Pahariya	Member	Whole Time Director

The Stakeholders Relationship Committee met Two (02) times during the year i.e. on 27.08.2025 and 18.02.2026. Attendance of Directors in Stakeholders Relationship Committee during the Board Meeting.

ATTENDANCE AT THE COMMITTEE MEETING HELD ON

N AM E O F DI RECTOR	POSITION	27.08.2025	18.02.2026
Mr. Manoj Kumar Upadhyay	Chairman	Present	Present
Mr. Nitin Bhatt	Member	Present	Present
Mrs. Niru Pahariya	Member	Present	Present

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

1. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.

2. Meetings: The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.

3. Terms of Reference: Redressal of shareholders and investors complaints, including and in respect of:

• Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

• Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

• Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances.

• Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

• Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

• Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

• Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

• Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

3. Nomination and Remuneration Committee

Our Company has constituted Nomination and Remuneration Committee in terms of Section 178, Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines, in the meeting of the Board of Directors held on September 20, 2022. The functions of the Committee are as per the provisions of the Companies Act, 2013 besides others which may be delegated to it by the Board, The Committees role is to recommend the appointment, remuneration, etc. of Directors, Key Managerial Personnel and Senior Management Staff, to fix the criteria for appointment of Directors, KMPs & senior management staff and also to evaluate the performance.

The Committee comprised of 3 members during the financial year. The detail of the composition of the Nomination and Remuneration committee along with their meetings held/attended is as follows:

NAME OF THE DI RECTOR	STATUS I N COMMITTEE	NATURE OF DIRECTORSHIP
Mr. Nitin Bhatt	Chairman	Non-Executive Independent Director
Mr. Manoj Kumar Upadhyay	Member	Non-Executive Independent Director
Mr. Samyak Jain	Member	(Non-Executive Director)

Nomination and Remuneration Committee met Four (04) times during the year i.e. on, 26.05.2025, 27.08.2025, 14.11.2025 and 18.02.2026.

Attendance of Directors in Stakeholders Relationship Committee during the Board Meeting.

ATTENDANCE AT THE COMMITTEE MEETING HELD ON

Name of Director	Position	26.05.2025	27.08.2025	14.11.2025	18.02.2026
Mr. Nitin Bhatt	Chairman	Present	Present	Present	Present
Mr. Manoj Kumar Upadhyay	Member	Present	Present	Present	Present
Mr. Samyak Jain	Member	Present	Present	Present	Present

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:

1. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

2. Meetings: The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries; however, it shall be up to the chairperson to decide who shall answer the queries.

3. Role of Terms of Reference:

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

• Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

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

• Determine our Companys policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

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

• Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

• Decide the amount of Commission payable to the Whole Time Directors;

• Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.; and

• To formulate and administer the Employee Stock Option Scheme.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on March 31, 2026, is available on website of the Company and can be viewed at https://www.vertexplus.com/shareholding-pattern/

COMPANYS WEBSITE:

https://www.vertexplus.com/.https://www.vertexplus.com/.The Company maintains a fully functional website, https://www.vertexplus.com/. which serves as an effective platform for disseminating information to shareholders, investors and other stakeholders. platform for disseminating information to shareholders, investors and other stakeholders. The website provides comprehensive information about the Company, including its business operations, financial results, shareholding pattern, corporate profile, composition of the Board of Directors and its Committees, corporate policies, statutory disclosures, business updates and other relevant information.

The website also hosts all mandatory disclosures required under the Companies Act, 2013, the rules made thereunder and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable. In addition, various other investor-related information and updates are made available on the website from time to time to facilitate transparency and ease of access for stakeholders.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

1. In the preparation of the annual financial statements, applicable accounting standards have been followed and there are no material departures from the said standards;

2. They have selected such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

3. They have taken proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

4. They have prepared the annual financial statements have been prepared on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operating effectively; and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

AUDITORS AND THEIR REPORTS:

S T A T U T O R Y A U D I T O R :

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), the company has appointed M/s. AY and Company (FRN: 020829C), Chartered Accountants, as the Statutory Auditors of the Company as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of Annual General meeting held in the year 2022 until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2027.

The statutory auditors of the Company have submitted Auditors Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31st March 2026. The reports do not contain any reservation, qualification or adverse remark. Information referred in the Auditors Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors has appointed M/s. MSV & Associates, Company Secretaries as the Secretarial Auditors of the Company to conduct Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report for the Financial Year 2025-26 is annexed to this Report as "Annexure-VI" and forms an integral part hereof.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer, except the following observation:

"The website of the Company is not updated as required under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015."

The Boards explanation to the above observation, pursuant to Section 134(3)(f) of the Act, is set out below.

The Company acknowledges the observation made by the Secretarial Auditors. Certain disclosures required under Regulation 46 of the SEBI (LODR) Regulations, 2015 were pending updation on the Companys website during the year under review on account of transition/updation of website content. ing its website with all the requisite disclosures/documents as mandated under Regulation 46 of the SEBI (LODR) Regulations, 2015. The Company is committed to ensuring full and continuing compliance with the said Regulation and has put in place an internal mechanism to review and update the website on a periodic basis going forward.

The Company has since taken corrective steps and is in the process of updating its website with all the requisite disclosures/documents as mandated under Regulation 46 of the SEBI (LODR) Regulations, 2015.

Furthermore, pursuant to the provisions of Section 204 of the Act and Rules thereunder, on the recommendation of the Audit Committee and the Board of Directors it is proposed to appoint M/s MSV & Associates, Company Secretaries in Practice, (Firm Registration No. P2018RJ071900) who have been subjected to a peer review by the ICSI as Secretarial Auditors of the Company in its meeting held on May 29, 2026, for Financial Year 2026-27.

INTERNAL AUDITORS:

During the financial year, in terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. SVAS & Associates, (Chartered Accountants), have been appointed as an Internal Auditors of the Company for Financial Year 2025-26.

The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/ preventive actions were taken in consultation with the Audit Committee.

COST AUDITOR

Appointment of Cost Auditor pursuant to provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company.

DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS:

The Company doesnt fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

ENVIRONMENT AND SAFETY

The company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conducting of operations in such a manner so as to ensure safety of all concerned, preservation of natural resources and proper cleanliness of the working premises.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms its adherence to the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. We are committed to upholding the rights and welfare of our women employees by ensuring compliance with all applicable statutory obligations related to maternity benefits, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

REPORT ON CORPORATE GOVERNANCE:

Our company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Pursuant to Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the provisions relating to corporate governance as specified under Regulations 17 to 27 and other applicable provisions of Chapter IV of the SEBI LODR Regulations are not applicable to the Company, as the securities of the Company are listed on the SME Exchange.

Accordingly, the Company is not required to mandatorily comply with the provisions relating to Corporate Governance Report prescribed under the SEBI LODR Regulations and is therefore not required to submit a quarterly Corporate Governance Report to the Stock Exchange.

In view of the above non-applicability, the Corporate Governance Report has not been included as a separate section of this Annual Report.

The Company continues to follow good corporate governance practices and remains committed to maintaining transparency, accountability and ethical standards in the conduct of its business.

MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required under clause 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been presented in a separate section forming part of this Annual Report as Annexure-IV

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the Companys website at https://www.vertexplus.com/global/en/. As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of "Sexual Harassment" at workplace. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received any complaint of Sexual Harassment during the year under review and no complaint was pending as of 31st March 2026.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2025-26, pertaining to incidents under the above framework/ law are as follows:

PARTICULARS	NUMBERS
No. of Complaints filed during the financial year	Nil
No. of Complaints disposed of during the financial year	Nil
Number of cases pending beyond 90 days	Nil
Number of complaints remaining unresolved at the end of the financial year	Nil

BUSINESS RESPONSIBILITY REPORT:

The Provision of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to the Business Responsibility Report, which describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company being SME listed company, as per the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EQUAL EMPLOYMENT OPPORTUNITIES:

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status, veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.

POLICY ON CODE OF CONDUCT AND ETHICS:

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Business Conduct Ethics for Director & Senior Management Executive policy. As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. In this regard certificate from Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure - VIII.

The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy available on below link: https://www.vertexplus.com/policies.

M D A N D C F O C E R T I F I C A T I O N :

In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2025-26. The certificate received is attached herewith as per Annexure-VII.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company. However, the Company constantly strives to ensure strong corporate culture which emphasizes on integrating CSR values with business objectives.

HUMAN RESOURCE DEVELOPMENT:

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the companys approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

REPORTING OF FRAUDS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in Boards Report.

LISTING:

The Equity Shares of the Company are already listed at National Stock Exchange of India Limited (NSE) and are regularly traded on NSE w.e.f. March 15th,2023.

C R E D I T R A T I N G

During the financial year under review, the Company has not obtained any credit rating from any credit rating agency. The requirement to obtain a credit rating did not arise, as the Company has neither issued any debt instruments nor undertaken any such borrowings that would necessitate such rating under applicable laws and regulations.

SIGNIFICANT AND MATFRIAI ORDFRS PASSFD BY THF RFGUIATORS OR COURTS OR TRIRUNAIS IMPACTING THFGOING CONCFRN STATUS OF THF COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STAN DARDS

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

PREVENTION OF INSIDER TRADING:

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company. The copy of the same is available on the website of the Company at the https://www.vertexplus.com/global/en/.

THINK GREEN, GO GREEN INITIATIVE:

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report and other documents through electronic means to its members at their registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of ‘Green Initiative of Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to those shareholders whose email ids were already registered with the respective Depository Participants (DPs) and who have not opted for receiving such documents in physical form.

Members, who have not registered their e-mail addresses so far, are requested to register their email address with the Registrar and Share Transfer agent (R&TA) of the Company/Depository participant (DP) of respective member and take part in the Green Initiative of the Company, for receiving electronic communications and support the "THINK GREEN, GO GREEN" initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-voting are provided in the Notice of AGM.

CAUTIONARY NOTE:

Statements in this Boards Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

OTHER DISCLOSURES:

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

1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

2. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

3. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option;

4. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

5. There was no revision of financial statements and Boards Report of the Company during the year under review.

6. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

7. Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made;

8. All other applicable informations to be reported in Boards Report are either nil or not applicable on the Company.

9. The Company designate Mr. Sandeep Kumar Pahariya, Managing Director of the Company for providing information to Registrar with respect to beneficial interest in shares pursuant to Rule 9(4) and (7) of the Companies (Management and Administration) Rules,2014.

MEANS OF COMMUNICATION:

The Company has always promptly reported all material information including quarterly/half- yearly and event-based disclosures within due timeline to the Stock Exchange where the securities of the Company are listed.

https://www.vertexplus.com/.The Companys website address is https://www.vertexplus.com/. The website contains basic information about the Company and such other details as required under the SEBI (LODR) Regulations, 2015 and other applicable and mandatory regulations. The Company ensures periodical updation of its website.

The Ministry of Corporate Affairs, Government of India (MCA) has, by its Circular dated 21st April 2011 announced a "Green Initiative in the Corporate Governance" by allowing paperless compliance by companies. In terms of the said Circular, service of notice/documents by a Company to its Shareholders required to be made under the provisions of the Companies Act, 2013 can be made through the electronic mode.

In line with the above initiative of the MCA, the Company proposes to send documents such as the Notice of the Annual General Meeting, audited Financial Statements, Boards Report, Auditors Report, Postal Ballots etc., henceforth to all its esteemed Shareholders, including your good self, in electronic form, through e-mail. Please note that these documents will also be available on the Companys website https://www.vertexplus.com/.

Upon receipt of a requisition from shareholders, the Company will supply a printed copy of the Annual Report by post.

To facilitate the same, the Company requests to furnish your e-mail ID, quoting the folio number/DPID/Client ID to our Registrar and Share Transfer Agent and a copy to Company at the Following address:

SKYLINE FINANCIAL SERVICES PRIVATE LIMITED	VERTEXPLUS TECHNOLOGIES LIMITED
D - 153A, First Floor, Okhla Industrial Area, Phase - 1, New Delhi - 110 020, India.	B-19, Ground Floor, 10-B Scheme Gopalpura Road, Jaipur RJ-302018
Tel. No.: 011- 4045 0193/ 97	Tel No.: +91-0141-6622200/02
Email: info@skylinerta.com,	Email: info@vertexplus.com
Website: www.skylinerta.com	Website: https://www.vertexplus.com

ACKNOWLEDGEMENT

The Directors would like to express their appreciation and thank the Government of India and concerned Government departments and agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. clients, members, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.