Vertoz Advertising Ltd Directors Report.

Dear Members of Vertoz Advertising Limited,

Your Directors have pleasure in presenting this 10th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March 2021.

1. COMPANY SPECIFIC INFORMATION

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [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 is measured at fair value as stated in subsequent policies.

1.2 FINANCIAL SUMMARY AND/OR HIGHLIGHTS:

Particulars

Standalone Figures

Consolidated Figures

FY 20-21 (Ind-AS) FY 19-20 (Ind-AS) FY 20-21 (Ind-AS) FY 19-20 (Ind-AS)
Gross Income 1854.02 1660.18 5903.80 4228.67
Profit/(Loss) Before Interest and Depreciation 710.07 452.34 1432.94 840.56
(-) Finance Charges (106.97) (89.19) (129.90) (108.39)
Gross Profit/(Loss) 603.10 363.15 1303.04 732.17
(-) Provision for Depreciation (234.80) (77.28) (369.15) (209.65)
Net Profit Before Tax 368.30 285.87 933.89 522.52
(-) Provision for Tax (101.74) (69.09) (125.77) (97.4)
(-) Deferred Tax 10.35 (20.04) 10.35 (20.04)
Net Profit After Tax 276.91 196.74 818.47 405.08
Balance of Profit/(Loss) brought forward 276.91 196.74 818.47 405.08
(-) Consolidation Revaluation Gain/(Loss) 0.00 0.00 0.00 0.00
Balance available for appropriation 276.91 196.74 818.47 405.08
(-) Proposed Dividend on Equity Shares 0.00 0.00 0.00 0.00
(-) Tax on proposed Dividend 0.00 0.00 0.00 0.00
(-) T ransfer to General Reserve 0.00 0.00 0.00 0.00
Profit for the Period 276.91 196.74 818.47 405.08
Other Comprehensive Income
(i) Items that will not be reclassified to Profit or Loss 7.11 5.48 7.11 5.48
(ii) Income tax relating to above (1.79) (1.38) (1.79) (1.38)
Total Comprehensive Income 282.22 200.84 823.78 409.19

1.3 OPERATIONS AND AFFAIRS OF THE COMPANY:

The Company has reported total standalone income of ^ 1854.02 Lakhs for the current year as compared to ^ 1660.18 Lakhs in the previous year. The Net Profit after tax for the year under review amounted to ^ 276.91 Lakhs in the current year as compared to Net Profit after tax of ^ 196.74 Lakhs in the previous year. The Comprehensive Income for the year under review amounted to ^ 282.22 Lakhs in the current year as compared to Comprehensive Income of ^ 200.84 Lakhs in the previous year.

The Company has reported total consolidated income of ^ 5903.80 Lakhs for the current year as compared to ^ 4228.67 Lakhs in the previous year. The Net Profit after tax for the year under review amounted to ^ 818.47 Lakhs in the current year as compared to Net Profit after tax of ^ 405.08 Lakhs in the previous year. The Comprehensive Income for the year under review amounted to ^ 823.78 Lakhs in the current year as compared to Comprehensive Income of ^ 409.19 Lakhs in the previous year.

1.4 TRANSFER TO RESERVES:

The Company has closing balance of ^ 17,36,75,190/- as Reserves and Surplus.

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

Sr. No. Particulars As at 31st March, 2021
1. Surplus from Profit & Loss Account
Opening Balance 5,97,58,424
Add: Profit/(Loss) for the period 2,82,22,178
Less: Issue of Bonus Shares (7,17,353)
2. Securities Premium (n/off preliminary expenses) 8,64,11,940
Total Value in INR 17,36,75,190

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 31st March, 2021.

1.6 MAJOR EVENTS OCCURRED DURING THE YEAR:

A. COVID-19 IMPACT:

We have all experienced a unique and challenging year. The COVID-19 pandemic brought in its wake a lot of disruption and uncertainty that affected every aspect of life. However, at Vertoz, we were guided by our principles and values while responding to these challenges.

The outbreak of Coronavirus (COVID-19) pandemic globally has caused a slowdown in economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite periods. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered disruptions to businesses worldwide, resulting in an economic slowdown and uncertainties pertaining to future operations.

During this challenging time, the Companys focus is on supporting customers, employees and the local communities in which we operate along with safeguarding the interest of all the Stakeholders.

The Company is remotely operational and has instructed its staff to Work from Home since 17th March, 2020 and the Company has made all the necessary arrangements to ensure the staff is able to deliver on projects for the Companys clients.

B. CHANGE IN NATURE OF BUSINESS:

During the FY 2020-2021 under review, the Board of Directors, though exploring addition to existing business and commercial activities, could not be materialized. Therefore, there is no change in the nature of business and commercial activities of the Company.

C. 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 no material changes that happened since the end of the year and till the date of the report.

1.7 DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is 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 2020-2021. As such, no specific details are required to begiven or provided.

2. GENERAL INFORMATION:

2.1 OVERVIEW OF THE INDUSTRY

The detailed discussion on the overview of the industry is covered under Management Discussion and Analysis section which forms part of this report.

2.2 ECONOMIC OUTLOOK

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

3. CAPITAL AND DEBT STRUCTURE:

During the year, your Company has increased Authorised Share Capital of the Company from ^ 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore and Twenty Lakhs) Equity Shares of ^ 10/- (Rupees Ten) each to ^ 35,00,00,000/- (Rupees Thirty-five Crores only) divided into 3,50,00,000 (Three Crores Fifty Lakhs only) Equity Shares of ^ 10 (Rupees Ten) each. The existing Capital Structure of the Company is as follows:

Particulars 31st March 2021 31st March 2020

Amount (Rupees in lakhs)

Authorised Share Capital
3,50,00,000 Equity Shares of ^ 10/- (Rupees Ten) each 3,500.00 1,200.00
Issued, Subscribed and Paid-up Share Capital
1,19,70,000 Equity Shares of ^ 10/- (Rupees Ten) each 1,197.00 1,197.00

Further, the Company has neither issued any Convertible or Non-Convertible Securities, Debentures, Bonds, Warrants, Shares with differential voting rights as to dividend, voting or otherwise, nor issued or granted any ESOP, Stock Option, Sweat Equity during the FY 2020-2021.

4. UNPAID DIVIDEND & INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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 2020-2021.

5. DEPOSITS:

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 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.

6. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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, during the financial year under review 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 disclosure is required to be given in this regard.

Accordingly, the disclosure of Related Party Transactions at arms length price for the FY 2020-2021 as required under section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is given in "Annexure - 4"

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

A. Conservation of Energy:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy have not been furnished considering the nature of activities undertaken by the company during the year under review.

B. Research and Development and Technology Absorption:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of research and development and technology

absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

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.

Particulars FY 2020-2021
Foreign Exchange Inflow ^ 5,52,98,567/-
Foreign Exchange Outflow ^ 1,86,836/-

8. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

During the FY 2020-2021 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section 185 and 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014(as amended). As such, no specific details are required to be given or provided.

9. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The brief details of legal structure of the Company and its Subsidiary and Step-down Subsidiary as follows:

VERTOZ 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 one operational branch at New York, USA and five (5) step-down subsidiaries holding 100% stake in it located at USA in the name of Adnet Holdings Inc, PubNX Inc, Zkraft Inc, AdZurite Inc and AdMozart Inc. The consolidated operation activities brief as follows:

Financial Year Total Assets (^) Total Revenue (^) Share of Net Profit/(Loss) (^) Net Cash Flows (^)
2019-2020 56,09,21,219 25,91,36,873 54,98,709 9,01,009
2020-2021 63,01,17,588 34,85,14,337 56,64,732 20,86,880

VERTOZ LTD (UK):

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 London, UK having its one operational step-down subsidiary holding 100% stake in it located at UAE in the name of Vertoz Advertising FZ-LLC which is also operational in nature. The consolidated operation activities brief as follows:

Financial Year Total Assets (^) Total Revenue (^) Share of Net Profit/(Loss) (^) Net Cash Flows (^)
2019-2020 25,28,42,265 14,81,92,669 10,61,78,710 (7,86,787)
2020-2021 29,29,18,944 17,24,84,958 4,99,70,567 4,51,454

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.

Financial Year Total Assets (^) Total Revenue (^) Share of Net Profit/(Loss) (^) Net Cash Flows (^)
2019-2020 47,01,059 1,48,45,228 6,28,925 25,767
2020-2021 51,21,199 42,01,343 11,89,767 8,576

10. During the year under review, the Board of Directors have reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company and all its Subsidiaries in compliance with the applicable Accounting Standards, which forms part of this Annual Report. 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 - 3".

11. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the Financial Year ended 31st March, 2021 made under the provisions of Section 92 (3) of the Act is attached as "Annexure - 1 " which forms part of this Report.

The extract of Annual Return shall also be Placed on the website of the Company at: https://www.vertoz.com

12. 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 2020-2021.The periodical audit reports, including significant audit observations and corrective actions there-on, are presented to the Chairman of the Audit Committee for deliberation, discussion and implementation.

13. MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

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

Sr. No. Name of Directors & Key Managerial Personnel DIN/PAN Category cum Designation Members of Audit Committee No. of Shares held as on 31st March, 2021
1 Hirenkumar Rasiklal Shah 00092739 Whole-time Director Yes 30,71,824
2 Ashish Rasiklal Shah 00092787 Whole-time Director No 30,71,824
3 Rasiklal Hathichand Shah 00091585 Non-Executive Director No 1,19,700
4 Harshad Uttamchand Shah 07849186 Chairman & NonExecutive Director No 59,852
5 Harshal Ishwar Patel* 07842251 Independent Director Chairman of Audit Committee NIL
6 Rohit Keshavlal Vaghadia# 07946771 Independent Director Yes NIL
7 Nilam Samir Doshi@ 07848294 Independent Director Yes NIL
8 Akshay Sonar Parolkar BBCPS6255B Chief Financial Officer No NIL
9 Zill Shah EZOPS6680B Company Secretary & Compliance Officer No NIL

[*Harshal Patel resigned from the Company w.e.f. 25th June 2020 and so he ceased to be the Independent Director of the Company and all the Committees were reconstituted.

# Rohit Keshavlal Vaghadia became the Member of the Audit Committee w.e.f. 25th June 2020 @Nilam Samir Doshi was elected as the Chairperson of the Audit Committee w.e.f. 25th June 2020.]

b) CHANGES IN COMPOSITION OF BOARD OF DIRECTORS:

On 25th June 2020, Mr. Harshal Patel resigned from the Company and so he ceased to be the Independent Director of the Company and all the Committees were reconstituted with immediate effect.

c) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rasiklal Hathichand Shah (DIN: 00091585), is due to retire by rotation at the 10th Annual General Meeting.

As per Regulation 17(1A) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable provisions, if any, of the Companies Act, 2013 and the applicable Rules made thereunder, including any amendment(s), statutory modification(s) and/or re-enactment thereof for the time being in force, no Listed Entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained the age of Seventy Five (75) years unless a Special Resolution is passed to that effect, in which case the explanatory statement annexed to the Notice for such motion shall indicate the justification for appointing such a person.

On 21st December 2019, approval of the Members of the Company was granted to Mr. Rasiklal Hathichand Shah (DIN 00091585), who had attained the age of Seventy-five (75)

years, to continue to be a Non-Executive Director of the Company by passing Special Resolution through Postal Ballot. Since Mr. Rasiklal Hathichand Shah (DIN 00091585) is liable to retire by rotation, Nomination and Remuneration Committee has recommended for the re-appointment therefore in pursuance of said aforesaid Regulation it is hereby proposed that Special Resolution be passed for continuation of his office as Director liable to retire by rotation.

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

Pursuant to the provisions of the Companies Act, 2013, 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 effectiveness of 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.

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.

14. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors confirms that the Company, has duly complied and is in compliance, 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 2020-2021.

15. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the FY 2020-2021 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.

16. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2020-2021 under review, there was no corporate action taken by the Company.

17. VIGIL MECHANISM / WHISTLE BLOWER:

The Board of Directors of the Company has, 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, 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.

18. RISK MANAGEMENT:

All material Risks faced by the Company are identified and assessed. For each of the risks identified, corresponding controls are assessed, and policies and procedures are put in place for monitoring, mitigating and reporting risk on a periodic basis.

19. 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 28th August, 2018 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.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment 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 clean unmodified opinion in their report for the financial year 2020-2021.

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

There were no incidences of reporting of frauds 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 31st MARCH 2021:

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 2020-2021.

Secretarial Audit Report issued by M/s. U. Hedge & Associates, Practicing Company Secretaries in Form MR-3 for the Financial Year 2020-2021 forms part to this report as an "Annexure -5". The said report does not contain the following observation or qualification.

20. 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.

21. 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.

22. 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.

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

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 - 2" and AOC-1 is attached as "Annexure - 3".

24. 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.

25. OTHER DICLOSURES:

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 31st March, 2021. Further the Company had completed and filed GST Audit Report for FY 2017-18 on 07.02.2020, for FY 2018-19 on 31.12.2020 and FY 2019-20 on 27.02.2021.

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 31st March 2021, 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 31stMarch 2021 and of the profit/loss of the Company for that year;

c) proper and enough 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 2020-2021.

d) SUSPENSION OF TRADING:

There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2020-2021.

e) BUSINESS RESPONSIBILITY REPORT:

The SEBI Listing Regulations mandate the inclusion of the BRR as part of the Annual report for the top 1000 listed entities based on market capitalization. As the Company does not fall under the criteria specified, the BRR 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). 1,19,69,998 of the Companys Shares are held in electronic/ demat form as on March 31, 2021.

As on March 31, 2021, the number of Shares held in dematerialized and physical mode are as under:

No. of shares in dematerialized form in CDSL 3533649
No. of shares in dematerialized form in NSDL 8436349
No. of shares in Physical 2
Total no. of Shares 11970000

g) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company has duly paid the requisite Annual Listing Fees for the FY 2020-2021, 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 2020-2021, 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 equal opportunity employer 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 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.

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.

During the year 2020-2021, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder there were No Complaints registered.

26. 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 - 6".

27. APPRECIATION:

The Board wishes to place on record their appreciation for the sincere efforts of the Directors, employees and the co-operation extended by Bankers, Shareholders, Clients, Associates and Central and State Governments for their continuous support towards the conduct of the Company.

For & on behalf of Vertoz Advertising Ltd.
and its Board of Directors
Harshad Shah
Place: Mumbai Chairman & Non-Executive Director
Date: 31st August 2021 DIN:07849186