Vertoz Advertising Ltd Directors Report

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 ("The Act") read with Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time). The Financial Statements have been prepared on the accrual and going concern basis. The Financial Statements have been prepared on a historical cost basis, except for financial assets and liabilities that are measured at fair value as stated in subsequent policies.

1.2 FINANCIAL SUMMARY AND/OR HIGHLIGHTS:

The Companys standalone and consolidated performance during the year ended 31^st March 2025, as compared to the previous financial year, is summarized below:

1.3 OPERATIONS AND AFFAIRS OF THE COMPANY:

On standalone basis, during the year ended March 31, 2025, your Company registered its total income of 6094.79 Lakhs as compared to 4300.19 Lakhs in the previous financial year 2023-24 with a growth of 41.73% The Net Profit after tax amounted to 513.23 Lakhs in the current year as compared to Net Profit after tax of 258.56 Lakhs in the previous year. The Comprehensive Income amounted to 547.65 Lakhs in the current year as compared to Comprehensive Income of 264.07 Lakhs in the previous year.

1.4 TRANSFER TO RESERVES:

The Company has Standalone closing balance of 4643.53/- Lakhs as Reserves and Surplus.

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

1.5 FINAL DIVIDEND:

The Directors wish to invest the profits back into the Company for further growth and expansion and therefore did not recommend any dividend for the Financial Year ended 31^st March 2025.

1.6 MAJOR EVENTS OCCURRED DURING THE YEAR:

We received the In-principle approval from NSE for listing of 2,40,60,000 Equity Shares of Rs. 10/- each allotted pursuant to the Scheme of amalgamation on 21^st May 2024.

- Fourth Tranche of Conversion of Warrants:

On 28^th March, 2024, the Company received an application from one Warrant Holder being one of the Promoters of the Company, holding 2,92,500 Equity Warrants Conversion of their warrants into equity shares. Further, the Board of Directors at their Meeting held on 03^rd April, 2024, considered and approved the allotment of 2,92,500 Equity Shares. In-principle approval for listing of 2,92,500 Equity shares of Rs. 10/- each allotted on preferential basis was received from National Stock Exchange of India Limited (NSE) on 07^th June, 2024. The Final Listing Approval was granted by the National Stock Exchange of India Limited (NSE) on 18^th June, 2024 and the equity shares so allotted were admitted for dealing on the Exchange from 19^th June, 2024.

- Fifth Tranche of Conversion of Warrants:

On 21^st June 2024, the Company received an application from one Warrant Holder being one of the Promoters of the Company, holding 2,92,500 Equity Warrants for conversion of their Warrants into Equity Shares. Further, the Board of Directors at their Meeting held on 26^th June 2024, considered and approved the allotment of 2,92,500 Equity Shares. Thereafter, there were Corporate Actions of Split and Bonus and so the subsequent In-principle approval was for listing of 5850000 Equity shares of Re. 1/- each allotted on preferential basis was received from National Stock Exchange of India Limited (NSE) on 16^th August, 2024. The Final Listing Approval was granted by the National Stock Exchange of India Limited (NSE) on 3^rd September 2024 and the Equity Shares so allotted were admitted for dealing on the Exchange from 4^th September, 2024.

Brief Profile:

Brief Profile:

Mr. Rasiklal Hathichand Shah (DIN: 00091585), Non-Executive Director of the Company has resigned from the office of Non-Executive Director with effect from 22^nd May, 2024.

The Board of Directors vide Circular Resolution dated 27^th March, 2024 approved the resolution for change in name of the Company from “Vertoz Advertising Limited” to “Vertoz Limited”, subject to the approval of Shareholders, Registrar of Companies and other Regulatory Authorities.

Thereafter, the Shareholders approved the resolution through Postal Ballot on 24^th May, 2024, for name change of the Company and the Company has filed the e-form INC-24 with the Registrar of Companies. The Company has received fresh Certificate of Incorporation dated 04^th July, 2024.

The Internal Audit was carried out by in-house Internal Audit Department for the Financial Year 2023-2024.

On 31^st May, 2024, the Internal Auditor of the Company, Mr. Kashish Shah, resigned from his office and hence the position of Internal Auditor was vacated.

Mr. Tushar Gadekar was appointed as the Internal Auditor of the Company w.e.f. 8^th August 2024.

Brief Profile:

Mr. Tushar Gadekar has been appointed as Internal Auditor of the Company. He is having 7 years of experience in Finance field. He is an experienced finance professional adept at preparing and presenting accurate financial reports, managing budgets, and ensuring effective cash flow. Proficient in recommending and enhancing financial software systems such as QuickBooks, Zoho Books, and Oracle NetSuite. Demonstrated leadership in developing finance teams, collaborating with stakeholders for compliance, and providing strategic financial support. Skilled in analyzing and resolving GST disputes, conducting audits, and implementing process improvements to enhance financial efficiency and accuracy.

The Company proposed to increase the Authorised Share Capital of the Company from Rs. 50,07,00,000/- (Rupees Fifty Crores and Seven Lakhs Only) divided into 5,00,70,000 (Five Crores and Seventy Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 1,00,00,00,000/- (Rupees One Hundred Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each by addition of 4,99,30,000 (Four Crore

Ninety-Nine Lakhs and Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only), ranking pari-passu in all respect with the existing Equity Shares of the Company.

The Company received the approval for the same from the Board of Directors and Shareholders in their meeting held on 31^st May, 2024 and 24^th June, 2024, respectively.

The Company proposed to sub-divide/ split its Equity Shares such that each of the Equity Share having face value of Rs. 10/- (Rupees Ten Only) each in the authorised and paid-up capital of the company (fully paid-up), be sub-divided into 10 (Ten) Equity Shares of face value of Re. 1/-(Rupee One only) each, fully paid-up, ranking pari-passu in all respects with effect from Record Date i.e. 5^th July, 2024.

The Company received the approval for the same from the Board of Directors and Shareholders in their meeting held on 31^st May, 2024 and 24^th June, 2024, respectively.

In furtherance of the above the Company created new ISIN i.e. INE188Y01023.

10. CAPITALISATION OF SECURITIES PREMIUM ACCOUNT AND ISSUE OF BONUS SHARES:

Capitalization of Securities Premium Account for the purpose of issuance and allotment of Bonus Equity Shares of face value of Re. 1/- (Rupee One only) each, credited as fully paid-up Equity Shares to the holders of the existing Equity Shares of the Company whose names appear in the Register of Members or in the Register of Beneficial Owners maintained by the Company/ Depositories as on the Record Date. i.e. 5^th July, 2024.

The Company received the approval for the same from the Board of Directors and Shareholders in their Meeting held on 31^st May, 2024 and 24^th June 2024, respectively.

11. REAPPOINTMENT OF M/S. U. HEGDE & ASSOCIATES, COMPANY SECRETARIES AS

SECRETARIAL AUDITOR FOR THE FY 2024-2025:

The Board of Directors at their Meeting held on 8^th August 2025 re-appointed M/s. U. Hegde

& Associates, Company Secretaries, Mumbai for conducting the Secretarial Audit of the Company for the Financial Year 2024-2025 and for issuance of Annual Secretarial Compliance Report and other allied certificates, reports.

Brief Profile:

With an experience of fifteen (15) years, M/s U. Hegde & Associates, Company Secretaries is headed by Mr. Umashankar K. Hegde. He is an Associate Member of The Institute of Company Secretaries of India (ICSI). He started his firm in the in the year 2012 after employment as Company Secretary with various Corporates including Listed Company, a real estate company of a repute and a Stock exchange and has been growing remarkably. Mr. Umashankar has thorough knowledge in the areas of Corporate Law Shareholders Compliances, Agreement/Joint Ventures, Preferential Issue of Listed Company, legal Drafting, Takeover Regulations and Merger and Amalgamation, Incorporation of Companies, Listing of Equity

Shares on Stock Exchange, Corporate Re-structuring, Setting up of Legal & Compliance reporting system in a Company, Due Diligence, obtaining In-principle approval for GDR Issue, Passing resolution through Postal Ballots etc.

12. INCREASE IN THE AUTHORIZED SHARE CAPITAL AND FUND RAISING:

The Board of Directors at its Meeting held on 15^th February 2025, had considered and approved the Alteration of Memorandum of Association of the Company with respect to increase the Authorized Share Capital of the Company subject to approval of the Shareholders of the Company and to subsequently substitute the existing Clause V of the Memorandum of Association with the following clause:

"The Authorized Share Capital of the Company is Rs. 130,00,00,000/- (Rupees One Hundred and Thirty Crores only} divided into 130,00,00,000 (One Hundred and Thirty Crores) Equity Shares of Face Value of Re. 1/- (Rupee One) each."

To vastly enhance this organic growth, the Company has been evaluating several acquisition opportunities in India and abroad, in order to boost inorganic growth. To this end, after several months of research, analysis and diligence, the Company has narrowed down on a target Company in a large overseas jurisdiction.

The Board of Directors via Circular Resolution dated 27^th March 2025, have approved the withdrawal of the above resolution for increasing the Authorized Share Capital and the current Authorized Share Capital of Rs. 100 Crores will continue to remain in effect.

13. VERTOZS STEPDOWN SUBSIDIARY “ADNET HOLDINGS INC” HAS INCORPORATED

FOLLOWING WHOLLY ONWED SUBSIDIARIES:

The Companys Step-Down Subsidiary "AdNet Holdings INC" has incorporated one Wholly-owned Subsidiary Company viz. "BOFFOADS LLC" in New York, USA on April 19, 2024 and its office is at 175 Pearl Street, Floors 1, through 3 Brooklyn, New York City, NY, 11201, USA. BOFFOADS LLC is incorporated for buying and selling of Online Digital Advertising Services.

The Companys Step-Down Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "ADZESTO LLC" in New York, USA on April 19, 2024 and its office is at 225 West, 34th Street Floor, 9, New York City, NY, 10122, USA. ADZESTO LLC is incorporated for buying and selling of Online Digital Advertising Services.

The Companys Step-Down Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "ADCANNY LLC" in New York, USA on April 19, 2024 and its office is at 136 Madison Avenue, 5th & 6th Floors, New York City, NY, 10016, USA. ADCANNY LLC is incorporated for buying and selling of Online Digital Advertising Services.

14. INCORPORATION OF STEP-DOWN SUBSIDIARIES OF THE COMPANY:

15. INCORPORATION OF WHOLLY-OWNED SUBSIDIARY VIZ. QUALISPACE CLOUD PRIVATE

LIMITED:

The Company had incorporated its Wholly-owned Subsidiary in the name of Qualispace Cloud Private Limited in India on 31^st July 2024. It provides Cloud Consulting and Enterprise solutions, offering cutting-edge services to meet modern business needs.

1.7 CORPORATE ACTION:

On 28^th March, 2024, the Company received an application from one Warrant Holder being one of the Promoters of the Company, holding 2,92,500 Equity Warrants Conversion of their warrants into equity shares. Further, the Board of Directors at their Meeting held on 03^rd April, 2024, considered and approved the allotment of 2,92,500 Equity Shares. In-principle approval for listing of 2,92,500 Equity shares of Rs. 10/- each allotted on preferential basis was received from National Stock Exchange of India Limited (NSE) on 07^th June, 2024. The Final Listing Approval was granted by the National Stock Exchange of India Limited (NSE) on 18^th June, 2024 and the equity shares so allotted were admitted for dealing on the Exchange from 19^th June, 2024.

- Fifth Tranche of Conversion of Warrants:

On 21^st June 2024, the Company received an application from one Warrant Holder being one of the Promoters of the Company, holding 2,92,500 Equity Warrants for conversion of their Warrants into Equity Shares. Further, the Board of Directors at their Meeting held on 26^th June 2024, considered and approved the allotment of 2,92,500 Equity Shares. Thereafter, there were Corporate Actions of Split and Bonus and so the subsequent In-principle approval was for listing of 5850000 Equity shares of Re. 1/- each allotted on preferential basis was received from National Stock Exchange of India Limited (NSE) on 16^th August, 2024. The Final Listing Approval was granted by the National Stock Exchange of India Limited (NSE) on 3^rd September 2024 and the equity shares so allotted were admitted for dealing on the Exchange from 4^th September, 2024.

The Company proposed to sub-divide/ split its Equity Shares such that each of the Equity Share having face value of Rs. 10/- (Rupees Ten Only) each in the authorised and paid-up capital of the company (fully paid-up), be sub-divided into 10 (Ten) Equity Shares of face value of Re. 1/- (Rupee One only) each, fully paid-up, ranking pari-passu in all respects with effect from Record Date i.e. 5^th July, 2024.

The Company received the approval for the same from the Board of Directors and Shareholders in their meeting held on 31^st May, 2024 and 24^th June, 2024, respectively.

In furtherance of the above the Company created new ISIN i.e. INE188Y01023.

Capitalization of Securities Premium Account for the purpose of issuance and allotment of Bonus Equity Shares of face value of Re. 1/- (Rupee One only) each, credited as fully paid-up Equity Shares to the holders of the existing Equity Shares of the Company whose names appear in the Register of Members or in the Register of Beneficial Owners maintained by the Company/ Depositories as on the Record Date. i.e. 5^th July, 2024.

The Company received the approval for the same from the Board of Directors and Shareholders in their Meeting held on 31^st May, 2024 and 24^thJune 2024, respectively.

1.8. CHANGE IN NATURE OF BUSINESS:

We are a Technology Platform Enterprise that empowers organizations to thrive in todays digital landscape with proprietary new-age technology platforms for digital marketing, advertising, media, and monetization. Vertoz platforms cater to businesses, digital marketers, advertising agencies, digital publishers, and other technology companies. Our entities help businesses with everything, from their data-driven marketing strategy to executing advertising & monetization, while keeping technology at their core in order to optimize the whole process.

There was no change in the nature of Business during the Financial Year.

1.9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF

THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT:

There were few material changes that happened since the end of the year and till the date of the Report. The same are as follows:

The Company proposed to consolidate its Equity Shares such that 10 (Ten) Equity Shares having face value of Re. 1/- (Rupee One Only) each in the authorised and paid-up capital of the company (fully paid-up), be consolidated into 1 (One) Equity Share of face value of Rs. 10/- (Rupees Ten only) each, fully paid-up, ranking pari-passu in all respects with effect from Record Date i.e. 25^th June 2025.

The Company received the approval for the same from the Board of Directors in their meeting held on 23^rd April 2025 and Shareholders through postal ballot on 7^th June 2025.

In furtherance of the above the Company created new ISIN i.e. INE188Y01031.

The Companys Stepdown Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "ADMIDA LLC" in New York, the United States of America, on 29^th April 2025 and its office is at 112 W. 34th Street, 17^th and 18^th Floors, New York, USA 10120. It is incorporated for buying and selling of Online Digital Advertising Services.

The Companys Stepdown Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "ADOKUT LLC" in New Jersey, the United States of America, on 2^nd May 2025 and its office is at 2001 Route 46, Waterview Plaza, Suite 310,

Parsipanny, New Jersey 07054. It is incorporated for buying and selling of Online Digital Advertising Services.

The Companys Stepdown Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "ADMERIDIAN LLC" in New Jersey, the United States of America, on 2^nd May 2025 and its office is at 101 Eisenhower Pkwy, Suite 300, Roseland, New Jersey 07068. It is incorporated for buying and selling of Online Digital Advertising Services.

The Companys Stepdown Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "HUEADS LLC" in New Jersey, the United States of America, on 2^nd May 2025 and its office is at 221 River Street, 9^th Floor, Hoboken, New Jersey 07030. It is incorporated for buying and selling of Online Digital Advertising Services.

The Companys Stepdown Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "FLAIRADS LLC" in New York, the United States of America, on 8^th May 2025 and its office is at 142 W 57^th Street, New York 10120. It is incorporated for buying and selling of Online Digital Advertising Services.

This strategic capital raise is aimed at supporting the inorganic growth initiatives of the Holding Company (Vertoz Limited), expanding the business operations of IXPL, meeting its working capital requirements, and for general corporate purposes.

The issuance does not result in any immediate change to the shareholding of Vertoz Limited in IXPL, nor does it impact the consolidated share capital of the Group. Post-conversion, there may be a dilution at the subsidiary level, subject to the terms agreed upon with the investors. As per the Debenture Subscription Agreement dated June 25, 2025, between IXPL and the investors?Blue Ashva Varenya Fund, Blue Ashva Vasudha India Fund I, and others?the Promoters of Vertoz Limited executed a Non-Disposal Undertaking (NDU) as a pre-condition to the investment.

To further reinforce the commitments under the agreement, Mr. Hirenkumar Rasiklal Shah pledged 80,00,000 shares of Vertoz Limited (representing 9.38% of total share capital) in favor of the aforementioned investors, thereby ensuring alignment with the agreed investor protections and compliance with transaction-related obligations.

1.10. DETAILS OF REVISION OF FINANCIAL STATEMENTS OR THE REPORT

There was no occasion whereby the Company has either revised or required to revise the Financial Statement or the Boards Report of the Company for any period prior to the FY 2024-2025. As such, no specific details are required to be given or provided.

2.1 OVERVIEW OF THE INDUSTRY

The detailed discussion on the overview of the industry is covered under Management Discussion and Analysis Report which forms part of this Report as “ANNEXURE ? 1”.

2.2 ECONOMIC OUTLOOK

The detailed discussion on the Global Economic outlook is covered under Management Discussion and Analysis Report which forms part of this Report.

The existing Capital Structure of the Company is as follows:

Note 1: The Company increased the Authorized Share Capital of the Company from Rs. 50,07,00,000/- (Rupees Fifty Crores and Seven Lakhs Only) divided into 5,00,70,000 (Five Crores and Seventy Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 1,00,00,00,000/- (Rupees One Hundred Crores Only) divided into 10,00,00,000 (Ten Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each by addition of 4,99,30,000 (Four Crore Ninety-Nine Lakhs and Thirty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only), ranking pari-passu in all respect with the existing Equity Shares of the Company.

The Company received the approval for the same from the Board of Directors and Shareholders in their meeting held on 31^st May, 2024 and 24^th June, 2024, respectively.

Note 2: Pursuant to the Effective Date of Scheme of Merger by Absorption of Paynx Technologies Private Limited (First Transferor Company/ PTPL) And Qualispace Web Services

Private Limited (Second Transferor Company/ QWSPL) with Vertoz Limited (f.k.a. Vertoz Advertising Limited) (Transferee Company/ VL) and their respective Shareholders i.e. on 21^st February, 2024, 21^st February, 2024 the Authorized Share Capital of the Company increased from 50 Crores to 50.07 Crores.

Note 3: Following changes occurred in the Paid-up Share Capital of the Company:

During this financial year, the Company has not issued any convertible securities (including convertible debentures), non-convertible securities, bonds, debentures, shares with differential rights, Sweat Equity Shares.

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, your Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF) during the financial year -2024-2025.

During the Financial Year, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the Financial Year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

During the financial year under review, all transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, were in ordinary course of business and on an arms length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no members approval was required to be given in this regard.

Accordingly, the disclosure of Related Party Transactions at arms length price for the FY -2024-2025 as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is given in “ANNEXURE

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013, read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

A. Conservation of Energy:

B. Research and Development and Technology Absorption:

C. Foreign Exchange Earnings and Outgo:

The details of Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

During the FY 2024-2025 under review, the Loans/Advances made by the company have been furnished in Notes forming part of the Accounts.

The brief details of legal structure of the Company and its Subsidiary and Step-down Subsidiary as follows: i. V ERTOZ INC (US):

This Subsidiary deals with Online Advertising Solutions and media inventory buying and selling across the world. This is fully operational profit-making unit situated at California, USA having its two operational branches at New York and New Jersey, USA and ten (10) step-down subsidiaries holding 100% stake in it located at USA in the name of Adnet Holdings Inc, PubNX Inc, Zkraft Inc, AdZurite Inc, AdMozart Inc, AdZurite LLC, Qualispace LLC, AdMozart LLC, IncrementX LLC and IngeniousPlex LLC. The consolidated operation activities brief as follows:

ii. VERTOZ LTD (UK):

This Subsidiary deals with Online Advertising Solutions and media inventory buying and selling across the world. This is situated at London, UK having its one step-down subsidiary holding 100% stake in it located at UAE in the name of Vertoz Advertising FZ-LLC. The consolidated operation activities brief as follows:

iii. ADZURITE SOLUTIONS PRIVATE LIMITED:

This Subsidiary is a Performance Marketing Company backed with technology which proffers Services and advertising needs. Its advanced solutions and premium Partners aid Advertisers earn better ROIs.

iv. OWN WEB SOLUTION PRIVATE LIMITED:

This Subsidiary is a Company engaged in Web Hosting, Designing & Content writing, Domain Name Registration & Renewal, Software Development and/or to provide Software as a Service, Dedicated Server and/or Server Co-location, Business Process Outsourcing, Research and Development, Server Management & Maintenance, Web Services & Consultancy, Payment Gateway Services, Email Hosting, Providing Internet Service, Data Center Services and all other web hosting related businesses in Domestic and International Market.

v. INCREMENTX PRIVATE LIMITED:

This Subsidiary is incorporated in India to carry on the business of Digital Advertising and Monetization, Internet-based Advertising, Digital Marketing, Advertising Consulting and act as a service agent or an intermediary between the Digital Marketers/ Advertisers and the Digital

Publishers and help them to increase (increment) the revenue and as needed expand the same business across the globe by setting up business units or appointing partners.

vi. VERTOZ FZ-LLC:

This Subsidiary is a Company incorporated in UAE with the Government of Ras Al Khaimah, UAE and it got the license on 5^th August 2022. It is incorporated to carry out the business of Digital Advertising, Domain selling, Cloud Hosting and providing IT & IT enabled services in Domestic and International Market and having its one operational step-down subsidiary holding 100% stake in it located at UAE in the name of OR Solutions FZ-LLC which is also operational in nature. The consolidated operation activities brief as follows:

vii. VERTOZ LIMITED (HONG KONG):

This Wholly-owned Subsidiary is incorporated in Hong Kong on 25^th April 2023 to carry on the business of Online Digital Advertising, Domain selling, Cloud Hosting IT & IT-Enabled Services and any other general trading of Goods or Services.

viii. PERFOMISE SOLUTIONS PRIVATE LIMITED (FORMERLY KNOWN AS SILVERTECH WEB SOLUTIONS

PRIVATE LIMITED):

Perfomise Solutions Private Limited. (Formerly known as Silvertech Web Solutions Private Limited) an Indian Company became the Subsidiary of Vertoz Limited on the acquisition of 51.00% Equity Shares through their authorized representative on 08^th August 2023 and having its one operational step-down subsidiary holding 100% stake in it located in USA in the name of Perfomise Inc. The consolidated operation activities brief as follows:

ix. ADMERIDIAN INC:

Earlier it was Wholly-owned Subsidiary of PayNX Technologies Private Limited, but pursuant to Merger which became effective from 21^st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Limited. It was incorporated on 29^th July 2016 and is engaged in the business of IT enabled Services and is located at 99 Hudson Street, 5^th Floor, New York, 10013, US. AdMeridian offers a programmatic and automated advertising platform for advertisers and publishers to reach their target audience and having its Seven operational step-down subsidiary holding 100% stake in it located in USA in the name of Adokut Inc, Adcanny Inc, AdZesto Inc, Boffoads Inc, Flairads Inc, Admida Inc and OwnAdtech inc. The consolidated operation activities brief as follows:

x. HUEADS INC:

Earlier it was Wholly-owned Subsidiary of PayNX Technologies Private Limited, but pursuant to Merger which became effective from 21^st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Limited. It was incorporated on 29^th July 2016 and it aims at providing media solution to all online sellers and buyers in the world of digital media through our advanced open bidding system and helps them monetize & grow throughout their journey.

xi. OWNREGISTRAR INC:

Earlier it was Wholly-owned Subsidiary of PayNX Technologies Private Limited, but pursuant to Merger which became effective from 21^st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Limited. It was incorporated on 29^th July 2016. It is one of the few white-labeled domain registrars in the world. Since the inception of its domains and hosting provider company, OwnRegistrar boasts of being a complete Domain Solutions Provider.

xii. QUALISPACE INC:

Earlier it was Wholly-owned Subsidiary of PayNX Technologies Private Limited, but pursuant to Merger which became effective from 21^st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Limited. It was formed on 29^th July 2016 and is engaged in the business of Domain and Hosting Activities. It is located at 33 Wood Avenue, South Suite 600 lselin, New Jersey 08830.

xiii. VOKUT INC:

Earlier it was Wholly-owned Subsidiary of PayNX Technologies Private Limited, but pursuant to Merger which became effective from 21^st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Limited. It was incorporated on 29^th July 2016. Vokut is a Premium Publisher Network acts as Strategic Platform, bridges the gap between a publishers direct sale of guaranteed inventory and their 3^rd party sold, non-guaranteed inventory.

ix. QUALISPACE CLOUD PRIVATE LIMITED:

QualiSpace Cloud Private Limited is an ICANN Accredited Domain Name Registrar and a leading provider of Web and Cloud Hosting services. Its aim is to empower, expand, and drive exponential growth for small and medium-sized businesses through our tailor-made web hosting services. It is incorporated on 31^st July 2024.

During the year under review, the Board of Directors have reviewed the affairs of the Subsidiaries. Pursuant to the provisions of sub section (3) of section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the Financial Statement of each of our Subsidiaries are set out in the prescribed format AOC-1 which forms part of the Financial Statements section of this Annual Report attached as “ANNEXURE ? 2”.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/Advances made to, and investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

10. ANNUAL RETURN:

As required under Section 134(3)(a) of the Act, the Annual Return in accordance with Section 92(3) in Form No. MGT-7 for the Financial Year 2024-2025, is available on the Companys website https://www.vertoz.com/ir/financials/

11. NUMBER OF MEETINGS OF BOARD:

The necessary quorum was present at all the Meetings. The intervening gap between any two Meetings was not more than one hundred and twenty days as prescribed by the Act.

For details of Meeting, please refer Corporate Governance Report, forming part of this Annual Report as “ANNEXURE ? 6”.

12. COMMITTEES OF THE BOARD:

As on 31^st March 2025, the Board of Directors has duly constituted the Audit Committee, the Stakeholders Relationship Committee and the Nomination & Remuneration Committee.

The details about the composition of the Board and its Committees are provided in the Corporate Governance Report.

13. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The internal audit is carried out by in house Internal Audit Department, for the Financial Year 2024-2025. The periodical Audit Reports, including significant audit observations and corrective actions thereon, are presented to the Chairman of the Audit Committee for deliberation, discussion and implementation.

14. MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE

COMPANY:

a) DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors is duly constituted and consists of the following 06 (six) Directors as on the close of the financial year:

*Mr. Hirenkumar Shah (DIN: 00092739) was appointed as the Managing Director on the Board of the Company w.e.f. 02^nd May, 2024. **Mr. Rajkumar Gupta (DIN: 10616896) was appointed as Additional Non-Executive Independent Director on the Board of the Company on 06^th May 2024 and his appointment was ratified by the shareholders in the Annual General Meeting of the Company held on 02^nd August, 2024. ^#Mrs. Dimple Hirenkumar Shah (DIN: 07788365) was appointed as Additional Executive Director on the Board of the Company on 22^nd May, 2024 and her appointment was ratified by the shareholders in the Annual General Meeting of the Company held on 02^nd August, 2024. b) CHANGES IN COMPOSITION OF BOARD OF DIRECTORS:

Mr. Hirenkumar Shah (DIN: 00092739) was appointed as the Managing Director on the Board of the Company w.e.f. 02^nd May, 2024.

Mr. Rajkumar Gupta was appointed as Non-Executive Independent Director on 6^th May, 2024 vide Circular Resolution and the said appointment was ratified by the shareholders in the Annual General Meeting of the Company held on 2^nd August, 2024.

Mr. Rasiklal Hatichand Shah resigned from the position of Non-Executive Director of the Company w.e.f 22^nd May, 2024.

Mrs. Dimple Hirenkumar Shah was appointed as an Executive Director of the Company in the Board Meeting held on 22^nd May, 2024 and the said appointment was ratified by the shareholders in the Annual General Meeting of the Company held on 2^nd August, 2024.

c) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ashish Rasiklal Shah (DIN: 00092787), is liable to retire by rotation and being eligible for re-appointment at the ensuing AGM of your Company, has offered himself for re-appointment.

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

Pursuant to the applicable provisions of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015, the Board has carried out Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its all Committees. The Boards functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effective participation of Board of Directors in its meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings. The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The manner in which the evaluation has been carried out has been explained below:

Performance Evaluation criteria:

Separate exercise was carried out to evaluate the performance of individual Directors (including the Chairman) by the Nomination and Remuneration committee, as per the structured mechanism which were evaluated on following parameters / criteria:

• Commitment (including guidance provided to senior management outside of Board/ Committee meetings),

• Impact and influence e) DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

f) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

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

The Board of Directors confirm that the Company, has duly complied and is complying, with the applicable Secretarial Standard/s, namely Secretarial Standard ? 1 (‘SS-1) on Meetings of the Board of Directors and Secretarial Standard - 2 (‘SS-2) on General Meetings, during the FY 2024-2025.

16. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (IBC):

During the FY 2024-2025 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or provided.

During the FY 2024-2025 under review, there were no failure to implement any corporate action.

18. VIGIL MECHANISM / WHISTLE BLOWER:

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

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

19. RISK MANAGEMENT:

As per Regulation 21(5) of the SEBI (LODR) 2015, the requirement of forming a Risk Management Committee is for top 1000 listed entities, as our Company does not fall under the category, this requirement is not applicable to us.

20. AUDITORS:

a) APPOINTMENT:

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

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

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory and needs no further explanation. The Auditors have given unmodified opinion in their report for the Financial Year 2024-2025.

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

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

d) MAINTENANCE OF COST RECORDS:

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

e) SECRETARIAL AUDIT FOR THE YEAR ENDED 31^ST MARCH, 2025:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. U. Hedge & Associates, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Financial Year 2024-2025.

Secretarial Audit Report issued by M/s. U. Hedge & Associates, Practicing Company Secretaries in Form MR-3 for the Financial Year 2024-2025 forms part of this report as an “ANNEXURE ? 4”. The said report does not contain the following observation or qualification.

21. CORPORATE GOVERNANCE:

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

22. CORPORATE SOCIAL RESPONSIBILITY:

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

23. PREVENTION OF INSIDER TRADING:

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

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

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

25. MEANS OF COMMUNICATION:

The Company has designated compliance@vertoz.com as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

26. OTHER DISCLOSURES:

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

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

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

During this year, the Company have filed all the GST Returns as per GST Norms. There are no GST dues pending with the Company as on 31^st March, 2025.

c) DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended 31^st March, 2025, the Board of Directors hereby confirms that: a) In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; b) Such Accounting Policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit/loss of the Company for that year; c) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Annual Accounts of the Company have been prepared on a going concern basis; e) Had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and External Consultants, including the Audit of Internal Financial Controls over Financial Reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the Financial year 2024-2025.

d) SUSPENSION OF TRADING:

There was no occasion wherein the Equity Shares of the Company have been suspended for trading during the Financial Year 2024-2025.

e) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

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

f) DEMATERIALISATION OF SHARES:

The Companys shares are held with both the Depositories i.e., National Securities Depository Limited (‘NSDL) and Central Depository Services (India) Limited (‘CDSL). 852299980 of the Companys Shares are held in Electronic/Demat form as on March 31, 2025.

g) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company has duly paid the requisite Annual Listing Fees for the FY 2024-2025, to the National Stock Exchange of India Limited (NSE).

The Company has also duly paid the requisite annual custodian/depository fee and other fees for the FY 2024-2025, to the National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL).

h) POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

Your Company is an employer who offers equal opportunity to all of its employees and is committed to ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

The Company has in place an appropriate Policy on Prevention of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees. The Policy is available on the Companys website https://vertoz.com/ir/policies/.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company ensures that no employee is disadvantaged by way of gender discrimination. The Company did not receive any complaint during the financial year 2024-2025.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2024-2025.

i) DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING

LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT WITH BANK:

There was no instance of a one-time settlement with any Bank or Financial Institution.

j) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS

PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as “ANNEXURE ? 5”.

k) APPRECIATION:

Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Companys performance.

Your Directors would also like to thank the employees, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.