The Directors of your Company are pleased to present the 32nd Annual Report on the business and operations of the Company and
the Audited Financial Statements for the Financial Year (“FY”) ended March 31,2025.

COMPANY OVERVIEW

Vertex Securities Limited offers comprehensive brokerage services across various financial segments, including equity, equity
derivatives, currency derivatives and commodities. The Company provides a well-diversified portfolio of financial services which
includes online mutual funds, online insurance support/services and online account opening. The Company provides an extensive
array of products and services thoughtfully curated to empower customers in their pursuit of expanding their financial assets.

FINANCIAL HIGHLIGHTS

The table below gives the standalone and consolidated financial highlights of the Company for the year ended March 31,2025, as
compared to the previous year:

PERFORMANCE REVIEW
STANDALONE PERFORMANCE

The total income of the Company for FY 2024-25 stood at
Rs. 864.18 lakh as compared to Rs. 870.10 lakh in the previous
year. The operations have recorded a loss of Rs. 74.86 lakh for the
year as compared to profit of Rs. 36.72 lakh in the previous year.

CONSOLIDATED PERFORMANCE

The total consolidated income of the Company for FY 2024¬
25 stood at Rs. 910.95 lakh as compared to Rs. 908.85 lakh in
the previous year. The consolidated operations have recorded
a loss of Rs. 70.18 lakh for the year as compared to profit of
Rs. 46.20 lakh in the previous year.

Detailed information on operational and financial performance
of the Company for the FY 2024-25 is given in the Management
Discussion and Analysis Report which is set out separately with
the Directors’ Report.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are
prepared in accordance with Section 129 of the Companies

Act, 2013 (“Act”) read with relevant Accounting Standards
issued by the Institute of Chartered Accountants of India and
forms part of this Annual Report. Pursuant to Section 136 of the
Act, the standalone financial statements of the Company and
the consolidated financial statements along with the relevant
documents form part of this Annual Report and separate audited
accounts in respect of the subsidiary are available on the
website of the Company at https://vertexbroking.com/Investors/
InvestorRelations .

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

The Company plays a pivotal role in guiding investors to
efficiently direct their household savings into the dynamic capital
market, thus fostering the cultivation of long-term wealth.

The Company has introduced Aadhar-based digital onboarding.
This innovative approach empowers customers to seamlessly
initiate their engagement with the Company and conduct
transactions from the secure confines of their homes. Further,
the Company has enhanced its portfolio analysis and financial
planning applications. Moreover, the efforts to diversify its
business portfolio by distribution of Third-Party Products, such

as Mutual Funds, Non-Convertible Debentures and insurance
products, are anticipated to yield tangible outcomes in the
coming years.

DIVIDEND

Considering the loss incurred for the year, your Directors have
not recommended any dividend for the year.

TRANSFER TO RESERVE

The Company has not transferred any amount to the Reserves
for the year ended March 31,2025.

SHARE CAPITAL
AUTHORIZED CAPITAL

The Authorized Capital of the Company is Rs. 35,00,00,000/-
(Rupees Thirty-Five Crores) comprising Rs. 33,00,00,000/-
(Rupees Thirty Three Crores Only) of 16,50,00,000 (Sixteen
Crore Fifty Lakhs) Equity Shares of Rs.2/- (Rupees Two Only)
each and Rs. 2,00,00,000/- ( Rupees Two Crores Only) of

200.000 Non-Cumulative Redeemable Preference Shares of
Rs. 100/- (Rupees One Hundred Only) each. During the year,
the Authorized Capital of the Company was increased from
Rs. 25,73,25,000/- (Rupees Twenty Five Crore Seventy Three
Lakh Twenty Five Thousand) comprising Rs. 25,45,49,200/-
(Rupees Twenty Five Crore Forty Five Lakhs Forty Nine
Thousand Two Hundred Only) of Rs.2/- (Rupees Two Only) each
and Rs. 27,75,800/- (Rupees Twenty Seven Lakhs Seventy
Five Thousand Eight Hundred Only) divided into 27,758 Non¬
Cumulative Redeemable Preference Shares of Rs. 100/- each
to Authorized Capital of the Company of Rs. 35,00,00,000/-
(Rupees Thirty-Five Crores) comprising Rs. 33,00,00,000/-
(Rupees Thirty Three Crores Only) of 16,50,00,000 (Sixteen
Crore Fifty Lakhs) Equity Shares of Rs.2/- (Rupees Two Only)
each and Rs. 2,00,00,000/- ( Rupees Two Crores Only) of

200.000 Non-Cumulative Redeemable Preference Shares of
Rs. 100/- (Rupees One Hundred Only) each.

ISSUED, SUBSCRIBED & PAID UP CAPITAL

The issued, subscribed and paid-up Share Capital as on March
31,2025 was Rs. 14.80 Crore, comprising of 7,40,12,189 Equity
Shares of the face value of Rs. 2/- each, fully paid-up.

Further, the Company has not issued any convertible securities
or shares with differential voting rights nor has granted any stock
options or sweat equity or warrants.

OPERATIONS OF SUBSIDIARY

VERTEX COMMODITIES AND FINPRO PRIVATE LIMITED

Vertex Commodities And Finpro Private Limited (VCFPL) is a
subsidiary of the Company. Currently, it is not engaged in the
commodity broking business and the company has surrendered
its broking license.

During the year ended March 31,2025, VCFPL had total income
of Rs. 46.77 lakh and net profit before tax of Rs. 4.67 lakh as

against the total income of Rs. 38.75 lakh and net profit of
Rs. 8.55 lakh in the previous year.

The Consolidated Financial Statements presented by the
Company include the financial results of its subsidiary company.

Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company’s subsidiary in Form AOC-1 is attached to the financial
statements of the Company.

Your Company has also formulated a policy for determining
material subsidiaries, which is available on the website of the
Company at the web link: https://www.vertexbroking.com/Home/
CompanyPolicy

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and
as such no amount on account of principal or interest on public
deposit under Section 73 and 76 of the Act, read together with
the Companies (Acceptance of Deposits) Rules, 2014 was
outstanding as on March 31,2025.

LOAN FROM DIRECTORS

During the financial year, the Company has not taken loan from
the Directors of the Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Act, are separately disclosed
in this Annual Report, as part of the notes to the Financial
Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34(2)(e) of Securities And Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), a separate
section on Management Discussion and Analysis Report
highlighting the business of your Company forms part of this
Annual Report. It, inter-alia, provides details about the economy,
business, performance review of the Company’s various
businesses and other material developments during the year
2024-25 and is separately attached as Annexure A.

REPORT ON CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards
of ethics and governance, resulting in enhanced transparency
for the benefit of all stakeholders. The Company has complied
with the requirements under the Act and as stipulated under the
provisions of the SEBI Listing Regulations.

The Report on Corporate Governance as stipulated under
Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations forms part of this Annual Report as Annexure B.
A certificate of the Statutory Auditor confirming compliance of
the Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

Following mentioned are the Directors of the Company as on
M_arch 31 2025:

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read
with Companies (Appointment and Qualification of Directors)
Rules, 2014, Mr. George Mampillil (DIN: 01976386), retires
by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment and your Board
has recommended his re-appointment.

Pursuant to Regulation 36(3) of the SEBI Listing Regulations,
brief resume of the Director proposed for appointment/
re-appointment has been given in the statement annexed to the
Notice convening the Annual General Meeting.

Change in Directors:

A. Appointment:

The shareholders, at the Annual General Meeting held on
September 27, 2024 approved the appointment of:

1. Mr. George Abraham Vithayathil (DIN: 10764257) for a
period of 5 (Five) years commencing from September
01, 2024 as a Non-Executive Independent Director of
the Company.

2. Mr. Mathews Varghese (DIN: 01631142) for a period
of 5 (Five) years commencing from September 01,
2024 as a Non-Executive Independent Director of the
Company.

Based on the recommendation of the Nomination,
Remuneration and Compensation Committee (“NRC”) and
the Board and in accordance with the provisions of the Act
and SEBI Listing Regulations, Mr. Krishnaswamy Anand (DIN:
06671952) was appointed as an Additional Non-Executive
Independent Director of the Company for the first term of
5 (Five) consecutive years, w.e.f May 12, 2025. The said
appointment of Mr. Anand as an Independent Director was
approved by the Members vide postal ballot on July 22, 2025.

Based on the recommendation of the NRC, and the Board
and in accordance with the provisions of the Act and SEBI
Listing Regulations, Mr. Kumar Nair (DIN: 00320541) was
re-appointed as an Executive Director of the Company for
a period of 5( Five) years from May 21, 2025 to May 20,
2030. The said re-appointment of Mr. Nair as an Executive
Director was approved by the Members vide postal ballot on
July 22, 2025.

Based on the recommendation of the NRC, and the Board
and in accordance with the provisions of the Act and SEBI
Listing Regulations, Ms. Meera Haridas (DIN: 07707238)
was appointed as a Woman Executive Director of the
Company for a period of 3 (Three) years from May 1, 2025
to April 30, 2028. The said appointment of Ms. Haridas as a
Woman Executive Director was approved by the Members
vide postal ballot on July 22, 2025.

Based on the recommendation of the NRC, and the Board
and in accordance with the provisions of the Act and SEBI
Listing Regulations, Mr. George Pulingathil Mathew (DIN:
06773663) was appointed as an Additional Non-Executive
Independent Director of the Company, for a term of 5 years
commencing from August 1, 2025, subject to the approval
of Members. The resolution seeking Members’ approval for
his appointment forms part of the Notice.

Based on the recommendation of the NRC, and the Board
and in accordance with the provisions of the Act and SEBI
Listing Regulations, Mr. George Mampillil, Executive
Director & CFO (DIN: 01976386) has been re-designated as
Non-Executive Non-Independent Director of the Company
w.e.f August 1, 2025. Further, Mr. Mampillil stepped down
from the position of the CFO with effect from the close of
business hours of July 31, 2025. The resolution seeking
Members’ approval for his appointment as Non-Executive
Non-Independent Director forms part of the Notice.

The Board comprises of persons with diverse experience
and skills such that it best serves the governance and
strategic needs of the Company and its stakeholders. The
present composition broadly meets this objective.

A brief profile of the Directors is available on the website at
https://www.vertexbroking.com/Home/About

3. Cessation:

During the year, Mr. James Pothen (DIN: 02492330) and
Mr. Jose Thomas Polachira (DIN: 01049189) both completed
their tenure as Non-Executive Independent Directors of the
Company on September 19, 2024.

Ms. Latha Anand ( DIN: 06404421) completed her tenure as
Non-Executive Independent Director on May 11,2025.

The Board places on record their appreciation for the
valuable services and guidance rendered by them during
their tenure as Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company after due assessment took on record the
necessary declarations received from each of the Independent
Directors under Section 149(7) of the Act, that they meet the
criteria of Independence laid down in Section 149(6) of the
Act, and Regulation 16(1)(b) of the SEBI Listing Regulations.
In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to
discharge their duties. Further, all the Independent Directors on
the Board of the Company are registered with the Indian Institute
of Corporate Affairs, Manesar, Haryana (“IICA”) as notified by
the Central Government under Section 150(1) of the Act and
shall undergo online proficiency self-assessment test within the
time prescribed by the IICA, if applicable. The Board after taking
these declarations/ disclosures on record and acknowledging
the veracity of the same, is of the opinion that the Independent
Directors of the Company possess requisite qualifications
experience, expertise, hold highest standards of integrity and
are independent of the Management of the Company. The
terms and conditions of appointment of Independent Directors
are available on the website of the Company at https://www.
vertexbroking.com/Home/CompanvPolicv

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors of the Company are persons of
integrity, possessing rich experience and expertise in the field of
corporate management, finance, capital market, economic and
business information. The Company has issued appointment
letter to the Independent Directors setting out in detail, the terms
of appointment, duties, roles & responsibilities and expectations
of the Independent Director. The Board of Directors has complete
access to the information within the Company. Presentations
are regularly made to the Board of Directors / Audit Committee
/ Nomination, Remuneration and Compensation Committee
/ Stakeholders’ Relationship Committee on various related
matters, where Directors have interactive sessions with the
Management. Further the Managing Director also holds one to
one discussion with the newly appointed Director to familiarize
with the Company’s operations.

The details of the Company’s familiarization programme
for Independent Directors can be accessed at https://www.
vertexbroking.com/Home/CompanvPolicv

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS

The Nomination, Remuneration and Compensation Committee
of the Company has laid down the criteria for performance
evaluation of the Board and individual directors including the

Independent Directors and Chairperson covering various aspects
of the Board’s functioning such as adequacy of the composition
of the Board and its Committees, Board Culture, execution and
performance of specific duties, obligations and governance. It
includes circulation of evaluation forms separately for evaluation
of the Board, its Committees, Independent Directors / Non¬
Executive Directors / Executive Directors and the Chairman of
your Company.

The Board and the Nomination, Remuneration and Compensation
Committee reviewed the performance of individual Directors
including the Chairman and the Managing Director on their
personal performance, participation, contribution and offering
guidance and understanding of the areas which were relevant
to them in their capacity. The Directors were also assessed
on selected parameters related to roles, responsibilities and
obligations of the Board and functioning of the Committees
including assessing the quality, quantity and timelines of flow of
information between the Company’s Management and the Board
which is necessary for the Board to effectively and reasonably
perform their duties.

In a separate meeting of Independent Directors held on
February 01,2025, performance of Non-Independent, the Board
as a whole and the Chairman of the Company was evaluated,
taking into account the views of Executive Directors and Non¬
Executive Directors.

The Board expressed its satisfaction with the evaluation results,
which reflects the high degree of engagement of the Board and
its Committees with the Company and its Management.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Act, following
are the KMP of the Company as on March 31,2025:

During the year, Mr. Aniket Malekar resigned as Company
Secretary and Compliance Officer of the Company effective
from the closing of business hours of March 14, 2025 to pursue
better career opportunities.

Mr. George Mampillil, Executive Director & CFO (DIN:
01976386) will step down from the position of the CFO with
effect from the close of business hours of July 31, 2025.
Based on the recommendation of the NRC, Audit Committee
the Board has approved the appointment of Ms. Meera Haridas as
the Chief Financial Officer of the Company w.e.f August 1,2025.

MEETINGS OF THE BOARD AND COMMITTEES

The Board met 4 (four) times during the year, the details of which
are given in the Corporate Governance Report. The intervening
gap between two consecutive meetings was within the period
prescribed under the Act, Secretarial Standards on Board
Meetings and SEBI Listing Regulations as amended from time
to time.

The Board on the recommendation of the Nomination,
Remuneration and Compensation Committee has adopted a
policy for selection, appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management. The said
policy is available on the website at https://www.vertexbroking.
com/Home/CompanyPolicy.

The salient features of the Policy are provided in the Corporate
Governance Report.

BOARD COMMITTEES

The Board has constituted following Committees in compliance
with the requirements of the business and relevant provisions of
applicable laws and statutes:

• Audit Committee

• Nomination, Remuneration and Compensation Committee

• Stakeholders’ Relationship Committee

• Rights Issue Committee

All decisions pertaining to the constitution of the Committees,
appointment of members and fixing of terms of reference/role of
the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees,
including the number of meetings held during the financial year
and attendance at meetings, are provided in the Corporate
Governance Report, which forms a part of this Annual Report.

AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee comprises
Mr. George Abraham Vithayathil, Mr. Mathews Varghese and
Mr. Ramachandran Unnikrishnan as its Members. The
Committee comprises of majority of Independent Directors with
Mr. George Abraham Vithayathil, being the Chairman.

NOMINATION, REMUNERATION AND COMPENSATION
COMMITTEE

As on March 31, 2025, the Nomination, Remuneration and
Compensation Committee comprises of Mr. George Abraham
Vithayathil, Mr. Mathews Varghese and Mr. Kumar Nair as its
Members. The Committee comprises of majority of Independent
Directors with Mr. Mathews Varghese, being the Chairman.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

As on March 31,2025, the Stakeholders’ Relationship Committee
comprises of Mr. George Abraham Vithayathil, Mr. Mathews
Varghese and Mr. Ramachandran Unnikrishnan as its Members.

The Committee comprises of majority of Independent Directors
with Mr. George Abraham Vithayathil, being the Chairman.

RIGHTS ISSUE COMMITTEE

As on March 31, 2025, the Rights Issue Committee comprises
Mr. Ramachandran Unnikrishnan, Mr. Kumar Nair and
Mr. George Mampillil as its Members with Mr. Ramachandran
Unnikrishnan, being the Chairman.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company does not fulfill the criteria prescribed under the
applicable provisions of Section 135 of the Act and hence is
not required to form a Corporate Social Responsibility (CSR)
Committee.

The details with respect to the composition, powers, roles, terms
of reference, etc. of the aforesaid Committees are given in the
Corporate Governance Report which is presented in a separate
section and forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have devised
proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and that such systems are
adequate and operating effectively. The Company has complied
with the applicable Secretarial Standards.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY

The Company’s internal financial control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance
with generally accepted accounting principles. The Company’s
internal financial control over financial reporting includes those
policies and procedures that pertains to maintenance of records,
provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements and
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the Company’s assets that could have a material effect on the
financial statements.

The Company’s Board and Audit Committee reviews the
adequacy and effectiveness of internal control systems, internal
audit reports and legal compliances and provides guidance
for further strengthening them. The Audit Committee reviews
all quarterly and yearly financial results of the Company and
recommends the same to the Board for its approval.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING
CONCERN STATUS

No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status
and Company’s operation in future.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the
Company. Accordingly, there is no requirement of maintenance
of cost records as specified under Section 148(1) of the Act.

SECRETARIAL AUDITOR

M/s. Yogesh Sharma & Co., Practicing Company Secretaries
(Membership No. FCS 11305 & COP No. 12366), were appointed
as the Secretarial Auditor of the Company for a period of 5
consecutive years, commencing from FY 2025-26 to FY 2029¬
30, at the Board meeting held on July 29, 2025, based on the
recommendation of the Audit Committee, subject to the approval
of the Members at the ensuing Annual General Meeting (“AGM”)
of the Company. They will undertake secretarial audit as required
and issue the necessary secretarial audit report for the aforesaid
period in accordance with the provisions of Section 204 of the
Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and amended Regulation
24A of the SEBI Listing Regulations. They have confirmed that
their appointment complies with the eligibility criteria in terms
of SEBI Listing Regulations. The resolution seeking Members’
approval for their appointment forms part of the Notice.

The Secretarial Audit Report for the year under review issued
by Mr. Yogesh Sharma of M/s. Yogesh Sharma & Co is annexed
to this Annual Report as Annexure C. There are no audit
qualifications, in the said Secretarial Audit Report except as
mentioned in the Report and the management response to the
same which is self explanatory.

VCFPL, material subsidiary of the Company as per Regulation
16(1 )(c) of SEBI Listing Regulations, has also obtained
Secretarial Audit Report from M/s Yogesh Sharma & Co.,
Company Secretaries. The said report also forms a part of this
Annual Report as Annexure D.

Pursuant to regulation 24A (2) of the SEBI Listing Regulations,
the Company has obtained the Annual Secretarial Compliance
Report for the financial year ended March 31, 2025, thereby
confirming compliance of the applicable SEBI Regulations
and circulars / guidelines issued thereunder, on behalf of the
Company and the same was submitted with the stock exchanges
within the given timeframe. The report is also available on the
website of the Company.

STATUTORY AUDITORS

At the 31^st Annual General Meeting (AGM) of the Company
held in the year 2024, the Shareholders had approved the
appointment of M/s. Deoki Bijay and Co, Chartered Accountants,
(Firm Registration No. 313105E), as the Statutory Auditors of
the Company for a period of five years from the conclusion of
the 31^st AGM till the conclusion of the 36^th AGM, in terms of the
applicable provisions of Section 139(1) of the Act, read with the
Companies (Audit and Auditors) Rules, 2014.

The Auditors’ Report on the Financial Statements (Standalone
and Consolidated) of the Company for the year under review,
“with an unmodified opinion”, as given by the Statutory Auditors,
is disclosed in the Financial Statements forming part of this
Annual Report. The Auditors’ Report is clean and there are no
qualifications in their Report.

The Notes to the Financial Statements (Standalone and
Consolidated) are self-explanatory and do not call for any further
comments.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor
the Secretarial Auditor have reported to the Audit Committee
under Section 143(12) of the Act, any instances of fraud
committed against your Company by its officers and employees,
details of which would need to be mentioned in the Directors’
Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE ACT

All related party transactions that were entered into during the
year were on arm’s length basis and in the ordinary course of
business except as disclosed in Form AOC-2 which form part
of the Board report as Annexure E. The Audit Committee has
approved the related party transactions and subsequently the
same were approved by the Board of Directors from time to time
and the same are disclosed in the Financial Statements of the
Company for the year under review.

Further, pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board of Directors has, on recommendation
of the Audit Committee, adopted a Policy on Related Party
Transactions and the said policy is available on the website
of the Company at https://www.vertexbroking.com/Vertex/
CompanvPolicv

ANNUAL RETURN

In compliance with section 134(3)(a) of the Act, a copy of the
annual return as provided under Section 92(3) of the Act in
the prescribed form, which will be filed with the Registrar of
Companies/Ministry of Corporate Affairs (‘MCA’), is available on
the website of Company and can be accessed at https://www.
vertexbroking.com/Investors

POLICIES

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act, the Board has devised
Nomination and Remuneration Policy for determining director
attributes and remuneration of Directors, Key Managerial
Personnel and Senior Management Employees. The said
Policy is available on the website of the Company https://www.
vertexbroking.com/Home/CompanvPolicv

CODE FOR PREVENTION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time, the
Company has adopted a Code of Fair Disclosure to formulate a
framework and policy for disclosure of events and occurrences
that could impact price discovery in the market for its securities
as per the requirements under the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Code of Fair Disclosure has
been made available on the Company’s website at https://
vertexbroking.com/Home/CompanyPolicy

RISK MANAGEMENT POLICY

Risks are an integral part of business and it is imperative to
manage these risks at acceptable levels in order to achieve
business objectives. The risks to which the Company is
exposed to are both external and internal. The Company has
in place a Risk Management Policy, to identify and evaluate
the various elements of risk, which may pose a threat to the
business and existence of the Company. After identifying the risk
and assessing the level of impact, controls are put in place to
mitigate the risk. The policy has different risk models, which help
in identifying risks trend, exposure and potential impact analysis
at the Company Level. The policy is available on the Company’s
website at https://vertexbroking.com/Home/CompanvPolicv

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has Whistle Blower Policy encompassing vigil
mechanism to report genuine concerns and grievances of
directors and employees in confirmation with Section 177(9)
of the Act and Regulation 22 of SEBI Listing Regulations. The
Policy provides adequate safeguards against victimization ol
persons who use the Whistle Blower mechanism. It provides
appropriate avenues to the employees to bring to the attention of
the Management any issue, which is perceived to be in violation
or in conflict with the fundamental business of the Company. The
employees are encouraged to voice their concerns by way of the
policy and have been given access to the Audit Committee. The
policy is available on the website of the Company at https://www.
vertexbroking.com/Home/CompanvPolicv

POLICY ON SEXUAL HARRASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
work place and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with
the provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
framed there under.

The Company has constituted an Internal Complaints Committee
as per Section 4 of the Sexual Harassment of Women al
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The status of complaints as on March 31,2025 is as follows:

The Directors state that during the year under review, there was
no complaint received pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

DISCLOSURE PURSUANT TO THE MATERNITY BENEFIT
ACT, 1961

The Company affirms its full compliance with the provisions of
the Maternity Benefit Act, 1961. It is further confirmed that there
have been no deviations from the requirements stipulated under
the said Act during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company ensures optimized and efficient consumption
of energy in all the offices/branches of the Company located
across India. With the implementation of its digital initiatives, the
Company has also substantially reduced its paper consumption.

The Company has always leveraged technological innovations
to improve its operational efficiency and satisfy and retain its
customer base. Keeping in line with the SEBI guidelines, the
Company has been automating the customer on-boarding
process. This has enabled the Company to reduce time¬
consuming activities and complexity of physical on-boarding of
clients.

The details regarding foreign exchange earnings and outgo are
given below:

Earnings: Nil
Outgo: Nil

HUMAN RESOURCES

As a service Company, the Company’s operations are heavily
dependent on qualified and competent personnel. As on March
31, 2025, the total strength of the Company’s permanent
employees stood at 74 excluding casual & contract staff. Your
Company takes significant effort in training all employees at
various levels.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

There are no employees drawing a monthly or yearly
remuneration in excess of the limits specified under Section
197 of the Act, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required
under Section 197 of the Act, read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time is attached herewith
as Annexure F.

MATERIAL CHANGES AND COMMITMENTS

There has been no change in the nature of business during the
year. There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial statements relate and the date of this
Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the
Companies Act, 2013, your Directors confirm that:-

a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures, wherever
necessary.

b) The Directors have selected such accounting policies
and applied them consistently and 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 at
the end of the financial year and of the loss of the Company
for that period.

c) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on an
ongoing concern basis.

e) The Directors have laid down internal financial controls
system to be followed by the Company and that such internal
financial controls system is adequate and was operating
effectively.

The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

CODE OF CONDUCT FOR DIRECTORS & SENIOR
MANAGEMENT

The Board has adopted a Code of Conduct for Directors &
Senior Management in accordance with the provisions of the
Act and Regulation 17(5) of the SEBI Listing Regulations. The
Code also incorporates the duties of Independent Directors. All
the Board Members and Senior Management Personnel have
confirmed compliance with the Code. A declaration to that effect
signed by the Managing Director forms part of the Corporate
Governance Report. A copy of the Code has been put on the
Company’s website.

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and 125 of the Act,
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF
Rules”), all unpaid or unclaimed dividends are required to be
transferred by the Company to the Investor Education and
Protection Fund (“IEPF” or “Fund”) Account established by the
Central Government, after completion of seven years from the
date the dividend is transferred to unpaid/ unclaimed account.
Further, according to the Rules, the shares in respect of which
dividend has not been paid or claimed by the members for seven
consecutive years or more shall also be transferred to the demat
account created by the IEPF Authority after complying with the
procedure laid down under the Rules.

Your Company did not have any funds lying unpaid or unclaimed
for a period of seven years. Therefore, there were no funds
which were required to be transferred to investor Education and
Protection Fund (IEPF).

INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications was
made or proceeding initiated against the Company under the
Insolvency and Bankruptcy Code, 2016 nor any such proceeding
was pending at the end of the financial year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

There was no instance of one-time settlement with any Bank or
Financial Institutions during the period under review.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the
co-operation and continued support received from customers,
shareholders, investors, parent company, collaborators,
vendors, financial institutions, banks, regulatory authorities and
the society at large during the year.

Your Directors recognize and appreciate the efforts and hard
work of all the employees of the Company and their continued
contribution to its progress.

For and on behalf of the Board of Directors

Ramachandran Unnikrishnan George Mampallil

Managing Director & CEO Executive Director & CFO

DIN:00493707 DIN: 01976386

Date: July 29, 2025
Place: Kochi