Vertexplus Technologies Ltd Directors Report

To

The Shareholders,

Your Directors have pleasure in presenting the 15th (Fifteenth) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS:

The Companys financial performance for the year ended March 31st, 2025, is summarized as below.

Based on Standalone Financial Statement: -

(Amount in Lakhs)

Particulars	Current Year (2024-25)	Previous Year (2023-24)
Revenue from Operations	1760.67	1821.89
Other Income (net)	30.36	69.87
Total income	1791.03	1891.75
Less:
Operating & Administrative expenses	1583.28	1675.52
Profit Before Depreciation
Interest & Tax	207.76	216.23
Less:
Depreciation and amortization expense	50.44	57.69
Finance costs	42.86	58.04
Profit before exceptional item and tax	114.86	100.50
Exceptional item		-
Profit before tax (PBT) +/- Tax expense:	114.86	100.50
Current Tax	25.22	21.72
Deferred Tax	3.59	7.26
Profit after tax for the year (PAT)	85.65	71.52

Based on Consolidated Financial Statements:

(Amount in Lakhs)

Particulars	Current Year (2024-25)	Previous Year (2023-24)
Revenue from Operations	1834.26	1923.81
Other Income (net)	31.63	71.33
Total income	1865.89	1995.13
Less:
Operating & Administrative expenses	1655.26	1789.65
Profit Before Depreciation Interest & Tax	210.62	205.48
Less:
Depreciation and amortization expense	50.44	57.49
Finance costs	43.01	58.25
Profit before exceptional item and tax	117.17	89.52
Exceptional item		-
Profit before tax (PBT)	117.17	89.52
+/- Tax expense:
Current Tax	25.22	21.72
Deferred Tax	3.59	7.26
Profit after tax for the year (PAT)	88.36	60.55

2. OPERATION & REVIEW:

The Standalone Revenue from the operations of your Company for the year 2024-25 was Rs. 1791.03 Lakhs against the revenue of Rs 1891.75 Lakhs in the previous year. Profit before Depreciation Interest & Tax for the current year was Rs. 207.76 Lakhs against Rs 216.23 Lakhs in the previous year. Profit after tax for the current year at Rs. 114.86 Lakhs. 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. The consolidated revenue of the company from Operations is Rs. 1865.89 lacs as compared to Rs. 1995.13 lacs in the previous year and the consolidated profit of the company is Rs. 88.36 lacs as compared to Rs. 60.55 lacs in the previous year.

3. SHARE CAPITAL:

Authorized Capital: During the period under review, the Authorized Share Capital of the Company is Rs 6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 shares of Rs 10/- each.

Issued/Subscribed/Paid up Capital: During the Financial year, the issued, subscribed and paid-up share capital of the Company is 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, 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.

4. 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.

5. DIVIDEND:

The Board thinks that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for financial year 2024-25.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve Account during the reporting period. Further, the profit earned during the year amounting to Rs 85.65 Lakhs is transferred to Reserves and Surplus Account of the Company.

8. DEPOSITS FROM PUBLIC:

During the financial year, the Company has not accepted deposits from the public falling within the ambit of Sections 73 and 74 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.

9. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the period under review the company has not accepted any unsecured loan from its directors and its relatives.

10. CHANGE IN NATURE OF THE BUSINESS:

There was no change in the nature of business of the Company during the year under review.

11. MATERIAL CHANGES AND COMMITMENTS:

There is 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.

12. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO

UNDER REGULATIONS 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

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.

13. 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
A. 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 equipment;
• the steps taken by the company for utilizing alternate sources of energy;
B. 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)-
o the details of technology imported;
o the year of import;	NIL
o whether the technology been fully absorbed;
o if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
• the expenditure incurred on Research and Development	During the financial year, the Company has not spent any amount towards research & development activity.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Inflow: 62.41 Lakhs Outflow: 47.90 Lakhs

14. SUBSIDIARY 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.

15. 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.

16. TRANSACTIONS WITH RELATED PARTIES:S

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 (Lis ting Obligations and Disclosure Requirements) Regulations, 2015. Details of related party transactions for the year under review are given in Form AOC-2 as Annexure–I to this report.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the Financial Year 2024-25, 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.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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:

S. No.	Name of Director/KMPs	DIN/PAN	Designation
1.	Sandeep Kumar Pahariya	00514815	Chairman cum Managing Director
2.	Niru Pahariya	00838390	Whole-time Director
3.	Samyak Jain	09607595	Non-Executive Director
4.	Nitin Bhatt	09712396	Non-Executive Director Independent Director
5.	Manoj Kumar Upadhyay	09712723	Non-Executive Director Independent Director
6.	Sonakshi Jain	APPPJ8458K	CFO
7.	Sandhya Sharma	MACPS9885H	Company Secretary and Compliance Officer

Change in Designation

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

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. 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).

Key Managerial Personnel

In accordance to the provision of Section 2(51) read with Section 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sandhya Sharma was appointed as Company Secretary and Compliance officer of the Company of the Company w.e.f. 16.01.2025 and Mr. Nitesh Sharma resigned from the post of Company Secretary and Compliance officer w.e.f. 11.01.2025.

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 Mr. Samyak Jain (DIN: 09607595) Non-Executive Director of the Company is liable to retire by rotation and being eligible to offer himself for re-appointment. A resolution seeking shareholders approval for their appointment/re-appointment along with other required details forms part of the Notice.

19. 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 dated January 05, 2017. 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.

20. MEETINGS OF INDEPENDENT DIRECTORS

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 03rd March 2025 inter alia, to discuss:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

• Evaluation of the performance of the chairman of the Company, considering the views of the Executive and Non-Executive directors.

• 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.

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

21. 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.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-III forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered

Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

A. Details of Directors Remuneration

The information relating to remuneration paid to directors as required under Section 197(12) of Companies Act, is given under Annexure-II

B. Certificate of Practicing Company Secretary

The Company has obtained a certificate from Mr. Vivek Sharma, Partner of 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.

22. MEETINGS OF BOARD OF DIRECTORS AND COMPLIANCE TO

SECRETARIAL STANDARD:

The Board of Directors of the Company met Six (6) times during the year i.e. on, 30.05.2024, 03.09.2024, 13.11.2024, 28.11.2024, 16.12.2024 and 16.01.2025. 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. Attendance of Directors during the Board Meetings is as follows:

S. No.	Name of Directors	No. of meetings held	No. of meetings attended
1.	Sandeep Kumar Pahariya	6	6
	(DIN: 00514815)
2.	Niru Pahariya	6	6
	(DIN: 00838390)
3.	Samyak Jain	6	6
	(DIN: 09607595)
4.	Nitin Bhatt	6	6
	(DIN: 09712396)
5.	Manoj Kumar Upadhyay	6	6
	(DIN: 09712723)

23. GENERAL MEETINGS:

During the period under review, the Annual general meeting of the company was held on Friday, 27th September 2024.

24.BOARD COMMITTEES:

With a view to have more focused attention on business and for better governance and accountability; the Board has the following mandatory committees:

A. Audit Committee

B. Stakeholders Relationship Committee C. Nomination and Remuneration 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;

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 Director	Attendance at the Committee Meeting held on Position
		30.05.2024	03.09.2024	13.11.2024	16.01.2025
Mr. Manoj Kumar Upadhyay	Chairman	Present	Present	Present	Present
(Independent Director)
Mr. Nitin Bhatt
(Independent Director)	Member	Present	Present	Present	Present
Mr. Sandeep Kumar Pahariya	Member	Present	Present	Present	Present
(Chairman & Managing Director)

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; (a) 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;

(b) changes, if any, in accounting policies and practices and reasons for the same; (c) major accounting entries involving estimates based on the exercise of judgment by management; (d) significant adjustments made in the financial statements arising out of audit findings; (e) compliance with listing and other legal requirements relating to financial statements; (f) disclosure of any related party transactions; (g) 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: o Half-yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). o Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

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:

S. No.	Name of the Director	Status in Committee	Nature of Directorship
	Mr. Manoj Kumar
1.	Upadhyay	Chairman	Non-Executive Independent Director
2.	Mr. Nitin Bhatt	Member	Non-Executive Independent Director
3.	Mrs. Niru Pahariya	Member	Whole Time Director

The Stakeholders Relationship Committee met Four (04) times during the year i.e. on 30.05.2024, 03.09.2024, 13.11.2024, and 16.01.2025. Attendance of Directors in Stakeholders Relationship Committee during the Board Meeting

	Attendance at the Committee Meeting held on
Name of Director	Position	30.05.2024	03.09.2024	13.11.2024	16.01.2025
Mr. Manoj Kumar Upadhyay	Chairman	Present	Present	Present	Present
Mr. Nitin Bhatt	Member	Present	Present	Present	Present
Mrs. Niru Pahariya	Member	Present	Present	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:

A. 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.

B. 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.

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

1. 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.

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

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

4. 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.

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

6. 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.

7. 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

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

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:

S. No.	Name of the Director	Status in Committee	Nature of Directorship
1.	Mr. Nitin Bhatt	Chairman	Non-Executive Independent Director
2.	Mr. Manoj Kumar Upadhyay	Member	Non-Executive Independent Director
3.	Mr. Samyak Jain	Member	(Non-Executive Director)

 

	Attendance at the Committee Meeting held on
Name of Director	Position	30.05.2024	03.09.2024	13.11.2024	16.01.2025
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:

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

B. 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.

C. Role of Terms of Reference:

1. 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;

2. 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;

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

4. Devising a policy on diversity of board of directors;

5. 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;

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

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

8. 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.

9. Decide the amount of Commission payable to the Whole Time Directors;

10. 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 11. To formulate and administer the Employee Stock Option Scheme.

25. 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, 2025 is available on website of the Company and can be viewed at https://www.vertexplus.com/global/en/.

26. 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:

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

• 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;

• 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;

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year.

27. STATUTORY AUDITORS:

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 2025. 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.

28. 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 2024-25. The Report given by the Secretarial Auditors is annexed as "Annexure-VI" and forms an integral part of this Boards Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. Furthermore, pursuant to the provisions of section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee and the Board of Directors has appointed M/s MSV & Associates, Company Secretaries in Practice, (Firm Registration No. P2018RJ071900) as Secretarial Auditors of the Company for the financial year 2024-25.

29. 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.

30. 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.

31. 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. Our Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange quarterly and not providing the Corporate Governance Report as the part of this Annual Report.

32. 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.

33. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

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, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics 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/.

34.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, 2025.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2024-25, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of complaints those remaining unresolved at the end of the financial year	Nil

35. BUSINESS RESPONSIBILITY REPORT:

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report 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.

36. 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.

37. 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.

38. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST

RECORDS:

Your 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.

39. MD AND CFO CERTIFICATION:

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 2024-25. The certificate received is attached herewith as per Annexure-VII.

40.LISTING FEES:

The Company affirms that the annual listing fees for the year 2024-25 to the NSE Emerge have been duly paid.

41. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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.

42.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.

43.PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company will be provide upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during the business hours on all working days of the Company up to the date of ensuing Annual General Meeting of the Company. If any member is interested in inspection the same, the member may write to the Company Secretary in advance.

44.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.

45.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE 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.

46.AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

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.

47. 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/.

48.‘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 e-mail 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.

49.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 principal markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

50. 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.

51. ACKNOWLEDGEMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels.

Date: 27.08.2025
	For and On Behalf of the Board
Place: Jaipur
	Sandeep Kumar Pahariya	Niru Pahariya
	Managing Director	Whole-time Director
	DIN: 00514815	DIN: 00838390