As on: Oct 03, 2026 12:20 AM
Dear Members of Vertoz Limited, Your Directors' have pleasure in presenting this 15th Annual Report on the affairs of the Vertoz Limited (Formerly known as Vertoz Advertising Limited) ("the Company") together with the Audited Statement of Accounts for the Financial year ended on 31st March 2026.
1. COMPANY SPECIFIC INFORMATION 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 Company's standalone and consolidated performance during the year ended 31st March 2026, as compared to the previous financial year, is summarized below:
( in Lakhs)
1.3 OPERATIONS AND AFFAIRS OF THE COMPANY: On standalone basis, during the year ended March 31, 2026, your Company regist ered its total income of ?‚? 8545.59 Lakhs as compared to ?‚? 6094.79 Lakhs in the previous financial year 2024-25 with a growth of 40.21%. The Net Profit after tax amounted to ?‚? 576.33 Lakhs in the current year as compared to Net Profit after tax of ?‚? 513.23 Lakhs in the previous year. The Comprehensive Income amounted to ?‚? 592.31 in the current year as compared to Comprehensive Income of ?‚? 547.65 Lakhs in the previous year.
1.3 OPERATIONS AND AFFAIRS OF THE COMPANY: On standalone basis, during the year ended March 31, 2026, your Company registered its total income of ?‚? 8545.59 Lakhs as compared to ?‚? 6094.79 Lakhs in the previous financial year 2024-25 with a growth of 40.21%. The Net Profit after tax amounted to ?‚? 576.33 Lakhs in the current year as compared to Net Profit after tax of ?‚? 513.23 Lakhs in the previous year. The Comprehensive Income amounted to ?‚? 592.31 in the current year as compared to Comprehensive Income of ?‚? 547.65 Lakhs in the previous year.
On consolidated basis, during the year ended March 31, 2026, your Company registered its total income of ?‚? 29648.40 for the current year as compared to ?‚? 26217.86 Lakhs in the previous financial year 2024-25 with a growth of 13.08%. The Net Profit after tax amounted to ?‚? 2612.22 Lakhs in the current year as compared to Net Profit after tax of ?‚? 2566.36 Lakhs in the previous year. The Comprehensive Income amounted to ?‚? 2620.41 Lakhs in the current year as compared to Comprehensive Income of ?‚? 2608.39 Lakhs in the previous year.
1.4 TRANSFER TO RESERVES: The Company has Standalone closing balance of ?‚? 5925.22 Lakhs as Reserves and Surplus. The Standalone Closing Balance of Reserve and Surplus is bifurcated as follows: (?‚? in Lakhs)
1.5 DIVIDEND: The Board of Directors, at its meeting held on 29th May, 2026, declared an interim dividend of 0.10 per equity share, having a face value of 10 each, aggregating to 29,99,675.80 for the Financial Year 2026-27. The Promoter and Promoter Group shareholders voluntarily waived their entitlement to the interim dividend. Pursuant to Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 5th June, 2026 was fixed as the Record Date for determining the entitlement of shareholders to the interim dividend. The interim dividend was subsequently paid to the eligible shareholders on 26th June, 2026.
1.6 EVENTS OCCURRED DURING THE YEAR:
1. REAPPOINTMENT OF M/S. U. HEGDE & ASSOCIATES, COMPANY SECRETARIES AS SECRETARIAL AUDITOR FOR FY 2025-2026 TO FY 2029-2030: The Board of Directors at their Meeting held on 5th September 2025 re-appointed M/s. U. Hegde & Associates, Company Secretaries, Mumbai for conducting the Secretarial Audit of the Company for Financial Year 2025-2026 to Financial Year 2029-2030 and for issuance of Annual Secretarial Compliance Report and other allied certificates, reports.
2. ACQUISITION OF WEBIMAX LLC BY VERTOZ INC, VERTOZ'S WOS: During the Financial Year under review, our wholly owned subsidiary, Vertoz Inc., USA, completed the acquisition of 80% equity stake in Webimax LLC, USA, on 17th February 2026, pursuant to the definitive agreement entered into on 26th November 2025. Consequently, Webimax LLC became a direct subsidiary of Vertoz Inc. and a step-down subsidiary of the Company. Webimax LLC, headquartered in New Jersey, USA, is an AI-enabled technology and performance solutions company engaged in providing digital marketing services, including Search Engine Optimization (SEO), Online Reputation Management (ORM), lead generation, digital advertising support, and automation-driven technology solutions. Its capabilities include AI-Enhanced Search Intelligence, Predictive Performance Systems, Reputation Intelligence & Sentiment Analysis, Experience-Led Web Engineering, Automated Lead Discovery & Qualification Engines, and Data-Layer Strategy & Growth Consulting.
The acquisition aligns with our long-term growth strategy and is expected to strengthen our presence in the North American market while enhancing our digital marketing and advertising technology capabilities. It also supports operational synergies through the integration of technology platforms and service delivery capabilities, enabling us to deliver greater value to our customers and stakeholders. The acquisition was completed for an 80% stake the remaining 20% stake is proposed to be acquired over the next three years, subject to the achievement of agreed performance milestones.
3. CHANGE IN THE CORPORATE OFFICE ADDRESS AND PLACE OF KEEPING BOOKS OF ACCOUNTS: During the Financial Year under review, we shifted our Corporate Office from 602, Avior Nirmal Galaxy, Opp. Johnson & Johnson, LBS Road, Mulund, Mumbai - 400080 to A101, 1st Floor, Building No. 08, Plot No. 3, Mindspace Airoli East, Opp. Airoli Railway Station, Navi Mumbai - 400708, with effect from 10th March 2026. Consequent to the above, the Board also approved the maintenance of the Company's Books of Account, relevant books, papers, financial records, statutory registers and other records at the new Corporate Office in accordance with the applicable provisions of the Companies Act, 2013 and AOC-5 filing was done for the same. The Registered Office of the Company continues to remain at 602, Avior Nirmal Galaxy, Opp. Johnson & Johnson, LBS Road, Mulund, Mumbai - 400080.
4. ODI IN VERTOZ INC: During the Financial Year under review, we approved an Overseas Direct Investment (ODI) of up to 50 Crores in our wholly owned subsidiary, Vertoz Inc., USA, to be infused in one or more tranches. The investment was intended to support the strategic expansion of our international operations, including the acquisition of Webimax LLC, and to strengthen our global presence in the digital marketing and advertising technology ecosystem.
5. SHARE PLEDGE OF PROMOTERS IN FAVOUR OF BLUE ASHVA AND NDU CREATION PURSUANT TO THE NDU AGREEMENT-DP MAPPING ONGOING: Mr. Hirenkumar Rasiklal Shah pledged 80,00,000 equity shares of Vertoz Limited in favour of Blue Ashva India LLP on 27 June 2025 against the CCDs issued by IncrementX Private Limited, a wholly owned subsidiary of Vertoz Limited. Subsequently, Mr. Hirenkumar Rasiklal Shah pledged an additional 12,00,000 equity shares of Vertoz Limited in favour of Blue Ashva India LLP on 29 September 2025. Accordingly, the aggregate number of equity shares of Vertoz Limited pledged by Mr. Hirenkumar Rasiklal Shah in favour of Blue Ashva India LLP stands at 92,00,000 shares.
Further, pursuant to the Non-Disposal Agreement, 45,76,148 equity shares held by Mr. Hirenkumar Rasiklal Shah, 45,76,148 equity shares held by Mr. Ashish Rasiklal Shah, and 2,39,400 equity shares held by Mr. Rasiklal Hathichand Shah, aggregating to 93,91,696 equity shares, have been committed under the Non-Disposal Agreement. The process of mapping and recording the Non-Disposal Agreement with the respective Depository Participants is currently underway. Accordingly, the necessary marking/mapping of the shares covered under the Non-Disposal Agreement at the Depository Participant level is presently pending completion. Upon completion of the mapping process, the relevant records will be updated accordingly.
6. SHARE PLEDGE OF PROMOTERS WITH EXIM AS A SECURITY TOWARDS THE LOAN TAKEN BY VERTOZ INC, WOS OF VERTOZ LIMITED: Mr. Hirenkumar Rasiklal Shah had pledged 81,84,500 equity shares of Vertoz Limited in favour of EXIM Bank, and Mr. Ashish Rasiklal Shah had pledged 1,73,84,500 equity shares of Vertoz Limited in favour of EXIM Bank, aggregating to 2,55,69,000 equity shares. The aforesaid pledge of equity shares was created as security in connection with the loan availed by Vertoz Inc, a wholly owned subsidiary of Vertoz Limited, from EXIM Bank for the purpose of acquisition of 80% stake in Webimax LLC. The pledge was provided by the aforesaid promoters as security for the obligations of Vertoz Inc under the financing arrangements with EXIM Bank. Accordingly, the equity shares of Vertoz Limited held by the promoters are subject to the pledge in favour of EXIM Bank in accordance with the terms and conditions of the relevant financing and security documents.
7. APPOINTMENT OF MR. YATIN SHAH AS INTERNAL AUDITOR FOR FY 2025-2026. During the Financial Year under review, the Board of Directors appointed Mr. Yatin Shah as the Internal Auditor of the Company for the Financial Year 2025-26. The appointment was made in accordance with the provisions of the Companies Act, 2013. The Internal Auditor is responsible for independently reviewing the adequacy and effectiveness of the Company's internal control systems, risk management processes, and governance framework, and reporting the audit findings to the Audit Committee and the Board of Directors.
8. PATENT APPLICATION FILED ON 03RD DECEMBER 2025. Title disclosed in the Stock Exchange Intimation on filing Provisional Specification: System and Method for Dynamic Price Optimization within Supply-Side Platforms Operating in Real-Time Bidding Environments.
Current Patent Title post filing Complete specification: System And Method for Real-Time Electronic Request Processing in a Networked Computing Environment.
Overview: In high-frequency, programmatic Supply-Side Platform (SSP) environments, processing real-time electronic ad requests within strict, millisecond-level latency constraints is a critical technical challenge. Traditional systems rely on static control parameters that fail to adjust to rapid demand shifts, causing unstable publisher margins and excessive request rejections. To overcome these limitations, Vertoz has filed a strategic patent for an advanced real-time electronic request processing architecture that dynamically computes reserve values - functioning as technical gating thresholds- independently for each unique combination of content identifier and external bidding entity. The core technology introduces a real-time control engine that dynamically computes reserve values- functioning as technical gating thresholds - independently for each unique combination of content identifier and external bidding entity. The system continuously retrieves historical transaction data aggregated across multiple synchronized time windows (capturing both immediate response volatility and long-term trends). Crucially, a unique background process applies a fixed temporal offset to the data logs, filtering out incomplete or "noisy" in-flight records before they can distort the system's calculations. Utilizing these highly accurate historical metrics, the platform generates a plurality of parallel outbound requests with varied pricing strategies (e.g., static floors, dynamic averages, and zero-floors). It then executes a staged internal auction to isolate the optimal winning response before external delivery.
Strategic & Financial Impact:
9. ISSUANCE OF CCDs BY INCREMENTX PRIVATE LIMITED: IncrementX Private Limited ("IncrementX"), Wholly-owned Subsidiary of Vertoz Limited ("the Company") has issued 2,000 Compulsorily Convertible Debentures ("CCDs") aggregating to INR 20,00,00,000 to certain identified individuals on Private Placement Basis. 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 Rasikla Shah pledged 80,00,000 shares of Vertoz Limited (representing 9.38% of total share capital) in favour of the aforementioned investors, thereby ensuring alignment with the agreed investor protections and compliance with transaction-related obligations.
10. VERTOZ'S STEPDOWN SUBSIDIARY "ADNET HOLDINGS INC" HAS INCORPORATED FOLLOWING WHOLLY ONWED SUBSIDIARIES:
1. ADMIDALLC: The Company's Stepdown Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "ADMIDALLC" in New York, the United States of America, on 29th April 2025 and its office is at 112 W. 34th Street, 17th and 18th Floors, New York, USA 10120. It is incorporated for buying and selling of Online Digital Advertising Services.
2. ADOKUTLLC: The Company's Stepdown Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "ADOKUT LLC" in New Jersey, the United States of America, on 2nd 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.
3. ADMERIDIANLLC: The Company's Stepdown Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "ADMERIDIAN LLC" in New Jersey, the United States of America, on 2nd 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.
4. HUEADS LLC: The Company's Stepdown Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "HUEADS LLC" in New Jersey, the United States of America, on 2nd May 2025 and its office is at 221 River Street, 9th Floor, Hoboken, New Jersey 07030. It is incorporated for buying and selling of Online Digital Advertising Services.
5. FLAIRADS LLC: The Company's Stepdown Subsidiary "AdNet Holdings INC" has incorporated one Wholly-Owned Subsidiary Company viz. "FLAIRADS LLC" in New York, the United States of America, on 8th May 2025 and its office is at 142 W 57th Street, New York 10120. It is incorporated for buying and selling of Online Digital Advertising Services.
11. VERTOZ'S WHOLLY OWNED SUBSIDIARY "VERTOZ INC" HAS INCORPORATED FOLLOWING WHOLLY OWNED SUBSIDIARIES:
1. The Company's Owned Subsidiary "Vertoz INC" has incorporated one Wholly Owned Subsidiary Company viz. TECHBRAVO LLC having Registered Office at 51 JFK Parkway, First Floor West, Short Hills, New Jersey, USA, 07078. It received the Certificate of Formation on 29th April 2025. It is incorporated for buying and selling of Online Digital Advertising Services.
2. The Company's Owned Subsidiary "Vertoz INC" has incorporated one Wholly Owned Subsidiary Company viz. VOKUT LLC having Registered Office at 28 Valley Road, Montclair, New Jersey, USA, 07042. It received the Certificate of Formation on 29th April 2025. It is incorporated for buying and selling of Online Digital Advertising Services.
3. The acquisition of an 80% equity stake in WebiMax LLC, USA, by the Company's wholly owned subsidiary Vertoz Inc., USA, was completed on February 17, 2026, making WebiMax a direct subsidiary of Vertoz Inc. and a step-down subsidiary of the Company. The remaining 20% stake is proposed to be acquired over the next three years, subject to the achievement of agreed performance milestones. WebiMax LLC is a New Jersey-based AI-driven digital marketing company specializing in Search Engine Optimization (SEO), online reputation management, lead generation, and AI-powered business growth solutions
1.7 CORPORATE ACTION:
1. CONSOLIDATION/REVERSE STOCK SPLIT: The Company consolidated 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), were 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. 25th June 2025. The Company received the approval for the same from the Board of Directors in their meeting held on 23rd April 2025 and Shareholders through postal ballot on 7th June 2025. In furtherance of the above the Company created new ISIN i.e. INE188Y01031.
1.8 CHANGE IN NATURE OF BUSINESS: We are a Technology Platform Enterprise that empowers organizations to thrive in today's 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:
1. PATENT APPLICATION FILED ON 30TH APRIL 2026: Title disclosed in the Stock Exchange Intimation on filing Provisional Specification: Intelligent Advertising Cost Model Using Dynamic Cost Per Mille (CPM) Technique
Overview: Traditional programmatic advertising heavily relies on static Cost-Per-Thousand-Impressions (CPM) bidding, which frequently leads to overpayment for ad impressions, rigid budgeting, and an inability to adapt to real-time market fluctuations. To maximize advertiser ROI while maintaining peak auction competitiveness, Vertoz has filed a patent for "SmartCPM"- an automated, high-precision bid optimization system. Instead of submitting fixed bids, this proprietary technology spawns parallel, worker-based processing units that continuously analyze real-time performance data across millions of hyper-specific granular combinations (Campaign-SSP-Country-Domain-Ad Unit). The system calculates win rates across 15-minute sliding windows and runs trend-based machine learning algorithms to evaluate whether auction competitiveness is rising or falling. Simultaneously, it computes ascending and descending 80th percentile historical pricing anchors to establish highly accurate, fluid bid boundaries. By dynamically throttling bids between calculated minimum boundaries (enforcing bid floors) and maximum boundaries (enforcing win price caps), SmartCPM protects campaign budgets from unnecessary overspending.
?‚? Maximized Inventory Acquisition: By eliminating overpayment on impressions, SmartCPM allows campaigns to acquire a significantly higher volume of impressions utilizing the exact same budget footprint.
?‚? High-Speed Infrastructure Architecture: Built with a dual-database framework (Cache DB for low-latency real-time bidding and Analytics DB for deep historical learning), the system operates seamlessly at scale. Intelligent fallback logic automatically ap plies calculated average ranges to lower-frequency auction slots to preserve system computational resources.
?‚? Advertiser Protection & Compliance: The technology natively adheres to publisher-enforced bid floors and advertiser-set impression limits, ensuring brand safety and strict budget compliance without requiring manual intervention.
2. PATENT APPLICATION FILED ON 19TH JUNE 2026: Title disclosed in the Stock Exchange Intimation on filing Provisional Specification: Method And System for Supply Side Platform Auction Requests Decisioning Using Cohort-Based Machine Learning
Overview: Programmatic advertising platforms process billions of incoming Supply-Side Platform (SSP) auction requests daily, many of which result in no bids and create massive data bottlenecks. To solve this industry-wide challenge, Vertoz has filed a strategic patent for an intelligent, AI-driven filtering framework. This invention utilizes cohort-based machine learning and probabilistic sampling to predict the value of incoming ad requests before they enter the auction pipeline. Rather than expending computing power on low-probability transactions, the system dynamically identifies and filters out requests unlikely to generate a bid response. By integrating adaptive retraining models, the platform continuously learns from shifting market dynamics, ensuring that potential revenue opportunities are preserved while low-value network noise is eliminated.
?‚? Maximizing Scalability: Implementing probabilistic sampling allows our architecture to comfortably ingest and manage much higher volumes of high-value inventory without a linear increase in server costs.
?‚? AI Ecosystem Leadership: This filing underscores Vertoz's focus on building greener, more cost-effective, and highly intelligent advertising infrastructure that optimizes performance across the digital advertising ecosystem.
3. PATENT APPLICATION FILED ON 24TH JUNE 2026: Title disclosed in the Stock Exchange Intimation on filing Provisional Specification: System and Method for Demand Platform Optimization (DPO) Using Machine Learning-Based DSP Prediction, Ranking, and Real-Time Slot Allotment
Overview: As part of our commitment to driving next-generation efficiency in programmatic advertising, Vertoz has filed a pioneering patent for a machine learning-driven Demand Path Optimization (DPO) system. In digital advertising, milliseconds matter, and infrastructure overhead can heavily impact profitability. This proprietary technology uses advanced machine learning models to predict, rank, and intelligently filter Demand-Side Platforms (DSPs) before an ad request is ever transmitted. Instead of broadcasting ad opportunities indiscriminately- which strains server infrastructure and slows down transactions?€”our system evaluates a given ad slot in real time and forwards the request only to the demand sources most likely to respond and bid successfully.
?‚? Infrastructure Cost Reduction: By dramatically cutting down unnecessary request forwarding, this technology significantly reduces network bandwidth and server processing overhead, optimizing our operational margins.
?‚? Enhanced Ecosystem Performance: Selecting the most relevant advertising partners instantly ensures faster page load times for publishers and higher win rates for buyers.
?‚? Scalable Data Advantage: This filing strengthens Vertoz's position as a data-driven leader in the ad-tech ecosystem, equipping us with a scalable, highly efficient architecture designed to handle massive global transaction volumes.
4. RESIGNATION OF MRS. ZILL SHAH, AS COMPANY SECRETARY & COMPLIANCE OFFICER OF THE COMPANY During the Financial Year under review, Mrs. Zill Shah resigned from the position of Company Secretary & Compliance Officer of the Company with effect from 8th May 2026. The Board of Directors placed on record its appreciation for her valuable contributions and dedicated services during her tenure and wished her success in her future endeavours.
5. APPOINTMENT OF MRS. NUPUR JOSHI, AS SECRETARY & COMPLIANCE OFFICER OF THE COMPANY During the Financial Year under review, the Board of Directors appointed Mrs. Nupur Joshi as the Company Secretary & Compliance Officer of the Company with effect from 29th May 2026. She is also designated as Senior Management Personnel and the Key Managerial Personnel of the Company pursuant to the provisions of the Companies Act, 2013 and the Compliance Officer under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and She is also a Designated Person of the Company in accordance with the applicable provisions of the Companies Act, 2013. Mrs. Nupur Joshi is responsible for overseeing the Company's secretarial and regulatory compliances, ensuring adherence to the applicable provisions of the Companies Act, 2013, SEBI Regulations, and other statutory requirements, while supporting the Board and its Committees in matters relating to corporate governance.
6. CHANGE IN SMP LIST During the Financial Year under review, the composition of the Company's Senior Management Personnel (SMP) underwent a change consequent to the resignation of Mrs. Zill Shah as the Company Secretary & Compliance Officer with effect from 8th May 2026 and the appointment of Mrs. Nupur Joshi as the Company Secretary & Compliance Officer and Key Managerial Personnel with effect from 29th May 2026. The list of Senior Management Personnel was updated accordingly in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
7. COMPULSORILY CONVERTIBLE DEBENTURES On June 25, 2025, IncrementX Private Limited ("IXPL"), a wholly-owned subsidiary of Vertoz Limited ("the Company"), issued 2,000 Compulsorily Convertible Debentures ("CCDs") aggregating to Rs. 20 crore to certain identified investors, including Blue Ashva Varenya Fund, Blue Ashva Vasudha India Fund I and other investors, on a private placement basis, pursuant to the Debenture Subscription Agreement dated June 25, 2025. During the quarter ended June 30, 2026, pursuant to the terms of the Debenture Subscription Agreement, the Company paid Rs. 5 crores to Blue Ashva towards the agreed arrangement, against which CCDs aggregating to Rs. 5 crores were received by the Company from Blue Ashva in accordance with the terms of the agreement.
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 Board's Report of the Company for any period prior to the FY 2025-2026. As such, no specific details are required to be given 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 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.
3. CAPITAL AND DEBT STRUCTURE: The existing Capital Structure of the Company is as follows:
Note: The Company consolidated 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), were 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. 25th June 2025. The Company received the approval for the same from the Board of Directors in their meeting held on 23rd April 2025 and Shareholders through postal ballot on 7th June 2025. 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.
Employee Stock Option Scheme: During the year under review, the Company granted 20,15,000 Stock Options to eligible employees under the Vertoz Employee Stock Option Plan, 2023 ("ESOP Plan, 2023"). Subsequently, on 25th June, 2025, pursuant to the consolidation of the equity shares of the Company, whereby every 10 (ten) equity shares of face value of 1 each were consolidated into 1 (one) equity share of face value of 10 each, the Stock Options granted under the ESOP Plan, 2023 were correspondingly adjusted. Accordingly, the 20,15,000 Stock Options granted prior to such consolidation were adjusted to 2,01,500 Stock Options post consolidation, with the ratio of the Stock Options being adjusted correspondingly to give effect to the share consolidation and without any change in the aggregate entitlement of the eligible employees. The details of the ESOP Plan, 2023 and the disclosures required pursuant to Regulation 14 read with Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with Section 62(1)(b) of the Companies Act, 2013 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, may be accessed on the Company's website at the following web link: https://vertoz.com/ir/wp-content/uploads/2025/09/disclosure-in-accordance-with-SBEB-regulations.pdf
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 2025-2026.
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 Financial Year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
6. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES: 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 arm's 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 for the FY - 2025-2026 as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is given in "ANNEXURE - 3".
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: 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:
2025-2026
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
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.
8. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES: During the FY 2025-2026 under review, the Loans/Advances made by the company have been furnished in Note 6 forming part of the Accounts.
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:
[Diagram of organizational structure]
i. 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 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, IncrementXL LLC and IngeniousPlex LLC. The consolidated operation activities brief as follows:
ii. VERTOZ LTD (UK): This Subsidiary deals with Onlin e 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 Per formance 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 Re gistration & 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 incorporate d in UAE with the Government of Ras Al Khaimah, UAE and it got the license on 5th 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 S ubsidiary is incorporated in Hong Kong on 25th 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): Pe rfomise 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 08th 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 21st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Limited. It was incorporated on 29th July 2016 and is engaged in the business of IT enabled Services and is located at 99 Hudson Street, 5th 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 hold ing 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 21st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Limited. It was incorporated on 29th 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 21st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Limited. It was incorporated on 29th 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 21st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Limited. It was formed on 29th July 2016 and is engaged in the business of Domain and Hosting Activities. It is located at 33 Wood Avenue, South Suite 600 Iselin, New Jersey 08830.
xiii. VOKUT INC: Earlier it was Wholly-owned Subsidiary of PayNX Tec hnologies Private Limited, but pursuant to Merger which became effective from 21st February 2024, it became the Wholly-Owned Subsidiary of Vertoz Limited. It was incorporated on 29th July 2016. Vokut is a Premium Publisher Network acts as Strategic Platform, bridges the gap between a publisher's direct sale of guaranteed inventory and their 3rd party sold, non-guaranteed inventory.
XIV. QUALISPACE CLOUD PRIVATE LIMITED: QualiSpace Cloud Private Limit ed 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 31st July 2024.
XV. WEBIMAX LLC: During the Financial Year under review, the Company's wholly owned subsidiary, Vertoz Inc., USA, acquired an 80% equity stake in WebiMax LLC, USA, on February 17, 2026, pursuant to the definitive agreement dated November 26, 2025, making WebiMax LLC a direct subsidiary of Vertoz Inc. and a step-down subsidiary of the Company. WebiMax LLC is a New Jersey-based AI-enabled technology company providing digital marketing and AI-driven performance solutions. The remaining 20% stake is proposed to be acquired over the next three years, subject to the achievement of agreed performance milestones. 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 2025-2026, is available on the Company's website https://www.vertoz.com/ir/financials/ During the financial year under review, the Company has not borrowed any amount from its Directors. Accordingly, the provisions relating to exclusion of amounts received from Directors from the definition of "Deposit" under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, are not applicable to the Company.
11 NUMBER OF MEETINGS OF BOARD: During the Financial Year under review the Board met 11 (Eleven) times on 23rd, April, 2025, 26th May, 2025, 13th June, 2025, 01st August, 2025, 07th August, 2025, 30th August, 2025, 05th September, 2025, 13th November, 2025, 10th December, 2025, 20th January, 2026, 06th February, 2026. Board Resolutions were passed via Circular Resolutions on 10th March, 2026. Nomination and Remuneration Committee also passed Circular Resolution on 26th May 2025. 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 31st March 2026, the Board of Directors has duly constituted the Audit Committee, the Stakeholders Relationship Committee and the Nomination & Remuneration Committee. Composition of Audit Committee is as follows:
The Nomination and Remuneration Policy provides a framework for the appointment, evaluation, remuneration and succession planning of Directors, Key Managerial Personnel and Senior Management, while ensuring appropriate qualifications, skills, experience, diversity, performance-based remuneration and compliance with applicable statutory and regulatory requirements. The revamped policy as adopted in Board meeting held on 13th August, 2026 can be referred on the website of the company at https://cdn.vertoz.com/wp-content/uploads/2020/10/Nomination-and-Remuneration-Policy.pdf The details about the composition of the Board and other 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 2025-2026. 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:
*Mrs. Zill Pankaj Shah resigned from the position of Company Secretary and Compliance Officer w.e.f 08th May, 2026. Subsequently Mrs. Nupur Joshi was appointed as the Company Secretary and Compliance Officer of the Company w.e.f 29th May, 2026
2) CHANGES IN COMPOSITION OF BOARD OF DIRECTORS: There were no changes in the Board of Directors of the in Company in FY 2025-2026.
c) RETIREMENT BY ROTATION: In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Harshad Uttamchand Shah (DIN: 07849186), 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 Board's 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: Participation and contribution by a director, Commitment (including guidance provided to senior management outside of Board/ Committee meetings), Effective deployment of knowledge and expertise, Effective management of relationship with stakeholders, Integrity and maintenance of confidentiality, Independence of behavior and judgment, Observance of Code of Conduct, and Impact and influence
Opinion of the Board on Integrity, Expertise and Experience of Independent Directors: The Board is of the opinion that the Independent Directors appointed in the Company possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities as Independent Directors of the Company. The Board is satisfied that their qualifications, knowledge, skills, professional experience and proficiency are appropriate and commensurate with the size, nature and complexity of the business of the Company and that they bring valuable insights and independent judgment to the deliberations of the Board and its Committees.
Code of Conduct for Directors and Senior Management: The Company has adopted a Code of Conduct for Board Members and Senior Management Personnel which provides guiding principles of conduct to promote ethical conduct of business. The adoption of the Code stems from the fiduciary responsibility that the Directors and Senior Management have towards the stakeholders of the Company. The Directors and Senior Management act as trustees in the interest of all stakeholders of the Company by balancing conflicting interest, if any, between stakeholders for optimal benefit. All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Board and Senior Management Personnel for the financial year 2025-26. A declaration to this effect signed by the Managing Director forms part of this Annual Report. The Code for Board Members and Senior Management of the Company is posted on the website of the Company and may be accessed at the link: https://www.vertoz.com/investor/CODE-OF-ETHICS-FOR-BOARD-MEMBERS-AND-SENIOR-MANAGERS.pdf
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.
1 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 Company's website at the link: https://vertoz.com/ir/policies/ The details with respect to training and familiarization programs can be accessed at https://vertoz.com/ir/wp-content/uploads/2026/04/FAMILIARISATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS-2025-2026.pdf
15 COMPLIANCE WITH SECRETARIAL STANDARDS: 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 2025-2026.
16 CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC): During the FY 2025-2026 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.
17 FAILURE TO IMPLEMENT ANY CORPORATE ACTION: During the FY 2025-2026 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: The Company has put in place appropriate systems and processes for identification, assessment and monitoring of various risks associated with its business and operations. The management periodically reviews the key risks and takes appropriate measures to mitigate and manage such risks. The Board of Directors is apprised of the key risks and the steps taken for their mitigation, as and when required.
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 28th 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 12th AGM held on 29th September 2023 until the conclusion of the 17th 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 re-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 unmodified opinion in their report for the Financial Year 2025-2026.
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.
1) SECRETARIAL AUDIT FOR THE YEAR ENDED 31ST MARCH, 2026: 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 2025-2026. Secretarial Audit Report issued by M/s. U. Hedge & Associates, Practicing Company Secretaries in Form MR-3 for the Financial Year 2025-2026 forms part of this report as an "ANNEXURE - 4". The said report does not contain observations or qualifications.
21 MAINTENANCE OF COST RECORDS: Pursuant to the provisions of Sec on 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is not required to maintain Cost Records under said Rules.
22 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".
23 CORPORATE SOCIAL RESPONSIBILITY: The provisions relating to Corporate Social Responsibility ("CSR") under Section 135 of the Companies Act, 2013 became applicable to the Company for the first time during the Financial Year 2025-26. Accordingly, the Company undertook its CSR activities in compliance with the applicable provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. During the year under review, the Company contributed 8,77,555/- (Rupees Eight Lakh Seventy-Seven Thousand Five Hundred and Fifty-Five Only) on 4th January, 2026 to Shree Hemratna Sadharmik Bhakti Foundation, a registered trust, towards animal welfare initiatives, including feeding and medical care of cows and cattle, provision of fodder and nutritional supplements, and repairs and maintenance of animal shelters. The utilisation of the CSR contribution has been certified by the implementing agency through a Fund Utilisation Certificate. The requisite details of the CSR activities undertaken during the Financial Year 2025-26 are provided in CSR-2, enclosed as "Annexure 11" to this Annual Report.
Composition of the CSR Committee & Governance Structure: The Board of Directors shall oversee and monitor all matters relating to the implementation of the CSR Policy as there is no requirement for constitution of CSR Committee in the Company. The constitution of a CSR Committee is mandatory where the Company is required to spend an amount exceeding 50 lakhs towards CSR in a financial year. As the Company has not crossed the said threshold, the mandatory constitution of the CSR Committee is presently not applicable. However, if the said threshold is crossed in any future financial year, the Company shall constitute a CSR Committee in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. Accordingly:
?‚? The strategic objectives of CSR activities shall be defined by the Board, ensuring alignment with the Company's mission and values.
?‚? Designated authorities shall coordinate the implementation of CSR projects, liaise with stakeholders and ensure timely and effective execution.
?‚? The finance team shall ensure appropriate budgeting, fund allocation and financial controls for CSR activities. Mode of Implementation: The Company may undertake its CSR activities either directly or through eligible implementing agencies in accordance with Rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. Such implementing agencies shall include companies established under Section 8 of the Companies Act, 2013, registered public trusts or registered societies, having a valid CSR Registration Number, as prescribed under the said Rules. CSR policy can be referred to at: https://vertoz.com/ir/wp-content/uploads/2026/02/CSR-Policy.pdf
24 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 Company's 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 Company's website at: https://vertoz.com/ir/policies/
25 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".
26 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.
27 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 Company's 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, 2026. 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, 2026, the Board of Directors hereby confirm 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 on 31st March, 2026 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) They 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.
2026. 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 Company's Internal Financial Controls were adequate and effective during the Financial year 2025-2026.
d) SUSPENSION OF TRADING: During the year under review, the shares were suspended for trading with effect from June 25, 2025 due to consolidation of equity shares from Re. 1/- each to Rs.10/- each.
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 14th 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 Company's shares are held with both the Depositories i.e., National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL'). 85229998 of the Company's Shares are held in Electronic/Demat form as on March 31, 2026. As on March 31, 2026, the number of Shares held in dematerialized and physical mode are as under:
g) PAYMENT OF LISTING AND DEPOSITORIES FEES: The Company has duly paid the requisite Annual Listing Fees for the FY 2025-2026, 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 2025-2026, to the National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL).
1) 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 Company's 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 2025-2026. The following is the summary of Sexual Harassment complaints received and disposed of during the year 2025-2026. No. of Complaints Received: Nil No. of Complaints Disposed of: Nil No. of cases pending for more than 90 days: Nil
28 COMPLIANCE REGARDING MATERNITY BENEFIT ACT, 1961: During the year under review, the Company was in compliance with respect to the provisions relating to the Maternity Benefits Act, 1961.
29 DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
30 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.
31 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".
32 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 Company's 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.
For & on behalf of Board of Directors of Vertoz Limited (Formerly known as Vertoz Advertising Limited) Place: Mumbai Date: 01st September 2026 Sd/- Harshad Shah Chairman & Non-Executive Director DIN: 07849186
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