Vertoz Advertising Ltd Management Discussions

(a) Industry structure and developments:

Programmatic advertising is a highly automated form of digital advertising, whereby advertising space is bought, and advertisements are placed through an auction across campaigns from a large number of advertising platforms, and where bids are calculated in real time per individual advertisement placement, using a set of advanced algorithms, historic data, and a number of parameter sit dramatically reduces the margin of human error and the labor-intensive process of media buying and replaces them with technology-based techniques that target the right customer with the right advertisement at the right time.

The key advantages of programmatic buying include: (i) Liquidity, which optimizes pricing, benefiting both publishers and advertisers, (ii) Automation, which allows marketers to streamline the process by using a technology platform to purchase impressions in an automated way, typically on an exchange, and (iii) Impression-by-impression targeting, which enables buyers to bid on specific impressions and target users believed to be most receptive to the advertising. While programmatic buying was initially focused on display advertising, they have since expanded to mobile, video, native and social.

(b) Opportunities and Threats:

Our Real Time Bidding technology (RTB) evaluates at peak 10,00,000 (10 Lakh/ 1 Million) advertisement opportunities per seconds. Our core bidding architecture is easily adaptable to a variety of advertisement formats, allowing our technology to communicate with a variety of inventory sources.

In todays dynamic business environment which is filled with rapid change of technology, government policies, mounting competitive threats and constant new entrants into market, it is challenging to sustain and handle the intricacies and provide competitive solutions to its clients. We face competition from domestic and international Companies. We foresee this competition to continue to grow as the demand for advertising and monetizing solutions increases. Further we believe that our competition also depends on several factors which include currency fluctuations, changing business framework, information technology policies, difficult to retain skilled staff etc. We currently operate globally from our offices in four countries. We believe we can extend our marketplace platform through international expansion to help automate and improve advertising for buyers and sellers globally. We intend to grow our market share in our existing international markets. We also plan to expand our business operations into new territories including Asia, Eastern Europe and Latin America by organic and inorganic ways.

(c) Segment-wise or product-wise performance:

The Company has only one Segment i.e. Programmatic Advertising Business.

(d) Outlook:

Our technology is a key factor affecting our performance. We plan to continue to make substantial investments in our technology and research and development to enhance the effectiveness of our solution. We sell our solution to advertisers and publishers through our global direct sales team, which operates from our locations in India, US, UK and UAE. This team leverages its market knowledge and expertise to demonstrate the benefits to advertisers and publishers of advertising automation and our solution. We are focused on managing our brand and increasing market awareness to do so, we often present at global industry conferences/exhibitions, create custom events and invest in public relations.

(e) Risks and concerns:

The Digital Advertising market is relatively new, and our solution may not achieve or sustain high levels of demand and market acceptance. While display advertising has been used successfully for many years, marketing via new digital advertising channels, such as mobile and social media and digital video advertising, is not well established. The future growth of our business could be constrained by the level of acceptance and expansion of emerging digital advertising channels, as well as the continued use and growth of existing channels, such as digital display advertising, in which our capabilities are more established. It is difficult to predict the future growth rate and size of the digital advertising solutions market or the entry of competitive solutions. Any expansion of the market for digital advertising solutions depends on a number of factors, including the growth of the digital advertising market, the growth of social media, mobile and video as advertising channels and the cost, performance and perceived value associated with digital advertising solutions. If demand for digital display advertising and adoption of automation does not continue to grow, or if digital advertising solutions or advertising automation do not achieve widespread adoption, or there is a reduction in demand for digital advertising caused by weakening economic conditions, decreases in corporate spending or otherwise, our competitive position will be weakened, and our revenue and results of operations could be harmed.

(f) Internal control systems and their adequacy:

The Company has an adequate Internal Control System commensurate with the size and nature of its business. Pursuant to Section 138 of the Act & rules made thereunder, has been appointed as an Internal Auditor of the company to review various operations of the Company and report to the Audit Committee their findings.

(g) Discussion on financial performance with respect to operational performance:

Companys Financial performance is quite satisfactory and further company ensure compliance with all applicable laws and rules made thereunder. The Companys consolidated revenue from operations was 8,376 Lakhs during year 2022-2023 whereas for the FY 2023-2024 the revenue from operations was 15,536.64 Lakhs which shows increase of 85.49%

(h) Material developments in Human Resources front, including number of people employed:

There have been no changes in Human Resource Policy of our Company. We provide stress free and healthy environment to our employees. There are almost 201 employees working in our Company for the year ended March 31, 2024, inclusive of employees from merged entities i.e. PayNX Technologies Private Limited and Qualispace Web Services Private Limited.

(i) Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including:

Sr. No Particulars	As on 31.03.2024	As on 31.03.2023	Changes
1. Debtors Turnover Ratio	1.65	3.75	-55.89%
2. Interest Coverage Ratio	3.58	6.06	-40.90%
3. Current Ratio	3.27	2.41	35.70%
4. Debt Equity Ratio	0.09	0.13	-32.12%
5. Operating Profit Margin (%)	45.49%	36.47%	24.73%
6. Net Profit Margin (%)	6.19%	6.77%	-8.55%
7. Inventory Turnover Ratio	0.00	0.00	0.00%

Explanations on Change of 25% or more in Key Indicator Ratios over previous year:

a) Debtors Turnover Ratio: There is a decrease in overall debtors turnover ratio due to mergers. b) Interest Coverage Ratio: The Company has taken Additional Overdraft Facility, to facilitate operating expenses. Thus, increase in interest costs leading to decrease in Interest Coverage Ratio. c) Current Ratio: There is an increase in current liabilities due to current maturities of Loans from Related Parties and Loans hence there is a change in ratio. d) Debt Equity Ratio: There is a decrease in liability i.e. loans and other liabilities hence favorable change in this ratio. e) Operating Profit Margin (%): There is an increase in overall turnover and the company is in expansion mode resulting in the change in ratio. f) Net Profit Margin (%): There is an increase in overall turnover and the company is in expansion mode resulting in greater fixed cost than previous year resulting in the change in ratio. g) Details of any change in Return on Net Worth as compared to the immediately previous Financial Year along with a detailed explanation thereof.

Details pertaining to Net-worth of the Company: (Amt in lakhs)

Particulars	As on 31.03.2024	As on 31.03.2023
Net-worth	12,231.24	5,951.98

h) Disclosure of Accounting Treatment: In the preparation of Financial Statements, the applicable Accounting Standards have been followed to represent the facts in the financial statement in a true and fair manner.

i) Cautionary Statement: Statements in the Management Discussion & Analysis Report describing the Companys expectations, opinion, and predictions may please be considered as “forward looking statements” only. Actual results could differ from those expressed or implied. Companys operations should be viewed in light of changes in market conditions, prices of raw materials, economic developments in the Country and such other factors.

For & on behalf of Board of Directors of Vertoz Limited (Formerly known as Vertoz Advertising Limited)

	Sd/-
	Harshad Shah
Place: Mumbai	Chairman & Non-Executive Director
Date: 6th July 2024	DIN: 07849186