Board's Report

To

The Shareholders,

Your Directors have pleasure in presenting the 13^th (Thirteenth) Annual Report together with the Audited
Financial Statements of your Company for the financial year ended March 31,2023.

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31,2023 is summarized as below:
Based on Standalone Financial Statement: -

Based on Consolidated Financial Statements:

2. OPERATION & REVIEW:

The Standalone Revenue from the operations of your Company for the year 2022-23 was Rs.2006.41
Lakhs against the revenue of Rs 1949.25 Lakhs in the previous year. Profit before Depreciation Interest
& Tax for the current year was Rs. 346.15 Lakhs against Rs 336.49 Lakhs in the previous year. Profit
after tax for the current year at Rs. 209.56 Lakhs. Detailed report on operations of and structure of
Business of the Company has been included in Management Discussion and Analysis Report, which
forms part of this Annual Report.

The consolidated revenue of the company from Operations is Rs. 2113.51 lacs as compared to Rs.
2086.02 lacs in the previous year and the consolidated profit of the company is Rs. 187.08 lacs as
compared to Rs. 205.89lacs in the previous year.

3. SHARE CAPITAL:

A. Authorized Capital: During the period under review, the Authorized Share Capital of the Company is
Rs 6,00,00,000/- (Rupees Six Crores Only) divided into 60,00,000 shares of Rs 10/- each.

B. Issued/Subscribed/Paid up Capital: During the Financial year, the Company has increased its Paid-
Up Capital from Rs 4,00,00,000 (Rupees Four Crores Only) to Rs 5,47,96,000 by issuance of
14,79,600 (Fourteen Lakh seventy-nine thousand and six hundred only) Equity shares of Rs 10/-
each at a premium of Rs 86/- per share by way of Initial Public Offering (IPO) dated 10^th March,
2023.

During the year, the Company has not issued any equity share with differential voting rights hence the
disclosure under Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014 is not
applicable.

4. LISTING:

During the period under review, your Company entered into the Securities Market through Initial Public
Offering (IPO). The Public Issue consisted of 14,79,600 (Fourteen Lakh seventy-nine thousand and six
hundred only) Equity shares of Rs. 10/- each at issue price of Rs. 96/- per Equity share, including a
premium of Rs.86/- per equity share aggregating to Rs. 1420.42 Lakhs.

The Equity Shares of the Company are listed at National Stock Exchange of India Limited (NSE) and are
regularly traded on NSE w.e.f. March 15TH, 2023.

5. DIVIDEND:

The Board thinks that the profits should be retained for the expansion of the Company, which is in
pipeline for more growth and value addition to the company and forming a strong business base so

that revenue flows from many channels and hence the Directors of your Company do not recommend
any dividend for FY 2022-23.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in
IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve Account during the reporting
period. Further, the profit earned during the year amounting to Rs 209.56 Lakhs is transferred to
Reserves and Surplus Account of the Company.

8. DEPOSITS FROM PUBLIC:

During the financial year, the Company has not accepted deposits from the public falling within the
ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014
and hence no amount on account of principal or interest on public deposits was outstanding as on the
date of the Balance Sheet.

9. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF
COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the period under review the company has not accepted any unsecured loan from its director

10. CHANGE IN NATURE OF THE BUSINESS:

There was no change in the nature of business of the Company during the year under review.

11. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED

During the financial year, the company has been converted from "Private Limited "to “Limited” and its
name has been changes from "VertexPlus Technologies Private Limited” to "VertexPlus Technologies
Limited” w.e.f. May 24th, 2022.

12. MATERIAL CHANGES AND COMMITMENTS:

There is no material change 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
relates and the date of the report.

13. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF
THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015.

During the year under review, the company has come up with Initial Public Offer of 14,79,600 (Fourteen
lakhs Seventy-Nine Thousand Six Hundred only) Equity shares of Rs. 10/- each at issue price of Rs. 96/-
per Equity share, including a premium of Rs. 86/- per equity share aggregating to Rs.1420.42 Lakhs.

Pursuant to Regulation 32(1)(a) and 32(1)(b) of The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company hereby states that:

Ý There was no deviation(s) in the utilization of public issue proceeds from the objects as stated in
the prospectus dated March 09th, 2023.

Ý There has been no variation(s) in the use of proceeds from the objects stated in the prospectus
dated March 09^th, 2023.

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo
required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 are provided hereunder:

15. SUBSIDIARY COMPANIES:

The Company is having only one subsidiary company named VertexPlus Technologies Pte. Ltd.,
incorporated in Singapore. The Company holds 80% of the issued capital of SGD 1,00,000 i.e SGD
80,000 in the subsidiary company.

During the year under review, M/s Sprink Media Private Limited has ceased to be its Subsidiary w.ef 01^st
April,2022.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of
financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial
statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents and separate audited financial
statements in respect of subsidiaries, are available on the Company's website at
https://www.vertexplus.com/global/en/.

16. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEM:

As a global enterprise, the company is exposed to a range of external as well as internal risks that have
a significant impact on its performance. In order to efficiently manage such risk, the Company has
established a well-defined process of risk management, wherein the identification, analysis and
assessment of the various risks, measuring of the probable impact of such risks, formulation of risk
mitigation strategy and implementation of the same takes place in a structured manner. Though the
various risks associated with the business cannot be eliminated completely, all efforts are made to
minimize the impact of such risks on the operations of the Company. Our robust internal control
system, for minimizing the risk, propels our culture of informed and responsible risk handling for
attaining the organizational objectives with optimum utilization of resources. The details in respect of
internal financial control and their adequacy are included in the Management Discussion and Analysis,
which is a part of this report

17. TRANSACTIONS WITH RELATED PARTIES:

All contracts/transactions entered into by the Company during the financial year with related parties
were in the ordinary course of business and on an arm's length basis.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior
omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive
nature and entered in the ordinary course of business and are at arm's length. All Related Party
Transactions are subjected to independent review by a reputed accounting firm to establish compliance
with the requirements of Related Party Transactions under the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Details of related party transactions for the year under review are given in Form AOC-2 as Annexure-I to
this report.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the Financial Year 2022-23, the particulars of Loans given, Guarantees given and Investments
made and securities provided as per section 186 of the act along with the purpose for which the loan or
guarantee, security provided to be utilized by the receipt are provided in the audited financial statements
of the Company read with noted on accounts forming part of the financial statements.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Board of Directors

The Board of the Company is a balanced one with an optimum mix of Executive and Non-Executive
Directors and comprises of Five (05) Directors; Two Executive Director, Three Non-Executive Director
out of which two are Independent Directors. They show active participation at the board and
committee meetings, which enhances the transparency and adds value to their decision making.

As on the date of this report, the Board of the company constitutes of the following directors and
KMPs:

B. Change in Designation

During the year under review, there were change in designation of Mr. Sandeep Kumar Pahariya as
Chairman cum Managing Director w.e.f., September 05, 2022 not liable to retire by rotation and Mrs. Niru
Pahariya as Whole Time Director of the Company w.e.f. 05.09.2022 and liable to retire by rotation.

Further, Mr. Samyak Jain (DIN: 09607595) was appointed as Additional Director w.e.f. May16, 2022 and
regularised as Director Executive director w.e.f May 24, 2022.Further he was designated as Non-Executive
director w.e.f September 05, 2022 liable to retire by rotation.

C. Independent Directors

During the year under review the Company has appointed Mr. Nitin Bhatt (DIN: 09712396) and Mr.
Manoj Kumar Upadhyay (DIN: 09712723) as Independent Directors of the company in its Annual
General Meeting held on September 05, 2022.

During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, commission and
reimbursement of expenses, if any.

All the Independent Directors have given their declarations under section 149 (6) and section 149 (7)
of the Companies Act, 2013 and the Rules made there under. In the opinion of the Board, the
Independent Directors fulfil the conditions relating to their status as an Independent Director as
specified in section 149 of the Companies Act, 2013 read with rules made there under as well as
Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force).

D. Key Managerial Personnel

In accordance to the provision of Section 2(51) read with Section 203 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. Akshita
Goyal was appointed as Company Secretary and Compliance officer of the Company and Mrs.
Sonakshi Jain as the Chief Financial Officer of the Company w.e.f. 29.09.2022.

E. Retire by Rotation

Pursuant to Sections 149, 1 52 and other applicable provisions of the Companies Act, 2013, one-third
of the directors of the company are liable to retire by rotation, and if eligible, they can offer
themselves for the re-appointment. In this Annual General Meeting Mr. Samyak Jain (DIN: 09607595)
Director of the Company is liable to retire by rotation and being eligible to offer himself for re¬
appointment.

A resolution seeking shareholders' approval for their appointment/re-appointment along with other
required details forms part of the Notice.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as
prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 ("SEBI Listing Regulations") The Board has adopted a process for
evaluating its performance and effectiveness as well as that of its committees and carried out an
annual evaluation of its own performance, Board Committees and the Directors individually. The Board
and the Nomination & Remuneration Committee reviewed the performance of the individual Directors
on the basis of the criteria and framework adopted by the Board. The evaluation criteria included various
aspects such as, functionality of Board, compositions, process & procedures including adequate &
timely information, attendance, delegation of responsibility, decision making, roles & responsibility
including monitoring, benchmarking, feedback relationship with the stakeholders and as provided by the
Guidance Note on Board Evaluation issued by SEBI dated January 05, 2017. In a separate meeting of
the Independent Directors, performance of the Non-Independent Directors, the Board as a whole and the
Chairman was also evaluated, on the basis of pre-set criterion. During the year, Board Evaluation cycle
was completed by the Company internally which included the Evaluation of the Board as a whole, Board
Committees and Peer Evaluation of the Directors. The Board was satisfied with the contribution of
directors, in their respective capacities and as a team.

21. MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in every financial year without the presence of
Executive Directors or management personnel. Such meetings are conducted informally to enable
Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views
to the Lead Independent Director.

During the year under review, the independent directors met on 10^th March,2023 inter alia, to discuss:

Ý Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

Ý Evaluation of the performance of the chairman of the Company, taking into account the views of the
Executive and Non- Executive directors.

Ý Evaluation of the quality, content and timeliness of flow of information between the management
and the board that is necessary for the board to effectively and reasonably perform its duties.

Ý Review the mechanism of safeguard the interests of all Stakeholders.

22. NOMINATION AND REMUNERATION POLICY

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other
employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to
the Directors, Key Managerial Personnel and employees of the Company and to harmonize the
aspiration of human resources consistent with the goals of the Company. The Remuneration Policy has
been updated on the website of the Company at https://www.vertexplus.com/policies.

The statement containing particulars of employees as required under Section 197(12) of the Act read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is provided in a separate Annexure-III forming part of this report. In terms of Section 136 of the Act, the
said annexure is open for inspection at the Registered Office of your Company. Any member interested
in obtaining a copy of the same may write to the Company Secretary.

A. Details of Director's Remuneration

The information relating to remuneration paid to directors as required under Section 197(12) of
Companies Act, is given under Annexure-II

B. Certificate of Practicing Company Secretary

The Company has obtained a certificate from Mr. Vivek Sharma, Partner of M/s MSV & Associates,
Practicing Company Secretary, Jaipur stating that none of the Directors on the Board of the Company
have been debarred/ disqualified from being appointed /continuing as Directors of any company, by the
SEBI and Ministry of Corporate Affairs or any such Statutory authority, under Annexure-V.

23. MEETINGS OF BOARD OF DIRECTORS AND COMPLIANCE TO SECRETARIAL STANDARD:

The Board of Directors of the Company met Twelve (12) times during the year i.e. on, 10.05.2022,

16.05.2022, 24.05.2022, 20.08.2022, 01.09.2022, 02.09.2022, 05.09.2022, 20.09.2022, 29.09.2022,

09.11.2022, 21.02.2023 and 10.03.2023. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013. The Company has complied with the provisions of
Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard-2
(relating to General Meetings) during the year.

Attendance of Directors during the Board Meetings is as follows:

24. GENERAL MEETINGS:

During the period under review, the Annual general meeting of the company was held on 05th
September, 2022. The company also had Three (3) Extraordinary General Meetings on 10.05.2022,
24.05.2022 and 24.08.2022.

25. BOARD COMMITTEES:

With a view to have more focused attention on business and for better governance and accountability;
the Board has the following mandatory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The terms of reference of these Committees are determined by the Board and their relevance reviewed
from time to time. Meetings of each of these Committees are convened by the respective Chairman of
the Committee. The Board supervises the execution of its responsibilities by the Committees and is
responsible for their action. The minutes and proceedings of the meetings of all Committees are placed
before the Board for review. The Minutes of the Committee Meetings are sent to all members of the
Committee individually and tabled at the Board Meetings. Following are the details of Board
Committees;

1. Audit Committee:

Our Company has constituted the Audit Committee in accordance with Section 177 and other
applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board
and its Power) Rules, 2014 and applicable clauses of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and any other applicable guidelines.
Further, the Audit Committee was constituted by way of a Board resolution dated September 20,
2022. The Committee comprised of 3 members during the financial year.

The detail of the composition of the Audit committee along with their meetings held/attended is as
follows:

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman
of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder
queries. The scope and function of the Audit Committee and its terms of reference shall include the
following:

A. Tenure: The Audit Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the
Board.

B. Meetings of the Committee: The committee shall meet at least four times in a year and not more
than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two
members or one third of the members of the committee, whichever is higher but there shall be presence
of minimum two independent members at each meeting.

C. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of
SEBI Listing Regulation, 2015 as amended and Companies Act, 2013 shall be as under:

1. Oversight of the listed entity's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed
entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board
for approval, with particular reference to;

Ý matters required to be included in the director's responsibility statement to be included in the
board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

Ý changes, if any, in accounting policies and practices and reasons for the same;

Ý major accounting entries involving estimates based on the exercise of judgment by management;

Ý significant adjustments made in the financial statements arising out of audit findings;

Ý compliance with listing and other legal requirements relating to financial statements;

Ý disclosure of any related party transactions;

Ý modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other

than those stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit
process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the
scope of audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal and statutory
auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there
is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items
specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any
other person heading the finance function) after assessing the qualifications, experience and
background, etc., of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or
containing into SEBI Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee), submitted
by management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject
to review by the audit committee.

f) Statement of deviations:

Ý Half-yearly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).

Ý Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

2. Stakeholders Relationship Committee

Our Company has constituted the Stakeholders Relationship Committee in terms of Section 178 sub
section (5) and other applicable provisions of Companies Act, 2013 read with rule 6 of the
Companies (Meeting of Board and its Power) Rules, 2014 and applicable clauses of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in the
meeting of Board of Directors dated September 20, 2022.

The Committee comprised of 3 members during the financial year. The detail of the composition of
the committee along with their meetings held/attended is as follows:

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship
Committee. The scope and function of the Stakeholders Relationship Committee and its terms of
reference shall include the following:

A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a
committee of the Board until otherwise resolved by the Board, to carry out the functions of the
Stakeholders Relationship Committee as approved by the Board.

B. Meetings: The Stakeholders Relationship Committee shall meet at least four times a year with
maximum interval of four months between two meetings and shall report to the Board on a
quarterly basis regarding the status of redressal of complaints received from the shareholders of
the Company. The quorum shall be two members present.

C. Terms of Reference: Redressal of shareholders' and investors' complaints, including and in
respect of:

Ý Allotment, transfer of shares including transmission, splitting of shares, changing joint
holding into single holding and vice versa, issue of duplicate shares in lieu of those torn,
destroyed, lost or defaced or where the space at back for recording transfers have been fully
utilized.

Ý Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

Ý Review the process and mechanism of redressal of Shareholders' /Investor's grievance and
suggest measures of improving the system of redressal of Shareholders' /Investors'
grievances.

Ý Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of
interest/dividend warrants, non-receipt of annual report and any other grievance/complaints
with Company or any officer of the Company arising out in discharge of his duties.

Ý Oversee the performance of the Registrar & Share Transfer Agent and also review and take
note of complaints directly received and resolved them.

Ý Oversee the implementation and compliance of the Code of Conduct adopted by the
Company for prevention of Insider Trading for Listed Companies as specified in the
Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as
amended from time to time.

Ý Any other power specifically assigned by the Board of Directors of the Company from time
to time by way of resolution passed by it in a duly conducted Meeting, and

Ý Carrying out any other function contained in the equity listing agreements as and when
amended from time to time.

3. Nomination and Remuneration Committee

Our Company has constituted Nomination and Remuneration Committee in terms of Section 178,
Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of the
Companies (Meetings of Board and its Power) Rules, 2014 and applicable clauses of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
any other applicable guidelines, in the meeting of the Board of Directors held on September 20, 2022.
The functions of the Committee are as per the provisions of the Companies Act, 2013 besides others
which may be delegated to it by the Board, The Committees' role is to recommend the appointment,
remuneration, etc. of Directors, Key Managerial Personnel and Senior Management Staff, to fix the
criteria for appointment of Directors, KMPs & senior management staff and also to evaluate the
performance.

The Committee comprised of 3 members during the financial year. The detail of the composition of
the Nomination and Remuneration committee along with their meetings held/attended is as follows:

The Company Secretary of our Company shall act as a Secretary to the Nomination and
Remuneration Committee. The scope and function of the Committee and its terms of reference shall
include the following:

A. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a
committee of the Board until otherwise resolved by the Board.

B. Meetings: The committee shall meet as and when the need arises for review of Managerial
Remuneration. The quorum for the meeting shall be one third of the total strength of the committee
or two members, whichever is higher. The Chairperson of the nomination and remuneration
committee may be present at the annual general meeting, to answer the shareholders queries;
however, it shall be up to the chairperson to decide who shall answer the queries.

C. Role of Terms of Reference:

Ý Identify persons who are qualified to become directors and may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every director's performance;

Ý Formulate the criteria for determining the qualifications, positive attributes and independence of
a director and recommend to the Board a policy relating to the remuneration for directors, KMPs
and other employees;

Ý Formulation of criteria for evaluation of performance of independent directors and the board of
directors;

Ý Devising a policy on diversity of board of directors;

Ý Whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors;

Ý Determine our Company's policy on specific remuneration package for the Managing Director /
Executive Director including pension rights;

Ý Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment
of Executive Directors;

Ý Define and implement the Performance Linked Incentive Scheme (including ESOP of the
Company) and evaluate the performance and determine the amount of incentive of the
Executive Directors for that purpose.

Ý Decide the amount of Commission payable to the Whole Time Directors;

Ý Review and suggest revision of the total remuneration package of the Executive Directors
keeping in view the performance of the Company, standards prevailing in the industry, statutory
guidelines etc; and

Ý To formulate and administer the Employee Stock Option Scheme.

26. EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013,
the Annual Return as on March 31,2023 is available on website of the Company and can be viewed at
https://www.vertexplus.com/global/en/ By virtue of amendment to Section 92(3) of the Companies
Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the
Board's report.

27. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors,
to the best of its knowledge and ability, confirm that:

i. In the preparation of the annual financial statements, applicable accounting standards have been
followed and there are no material departures from the said standards;

ii. They have selected such accounting policies have been selected and applied consistently and
judgments and estimates made that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company as at March 31,2023 and of the profit of the company for
that period;

iii. They have taken proper and sufficient care has been taken for maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the company and for prevention and detection of fraud and other irregularities;

iv. They have prepared the annual financial statements have been prepared on a going concern
basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively; and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws are in
place and are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial auditors and
external consultants, including the audit of internal financial controls over financial reporting by the
statutory auditors and the reviews performed by management and the relevant board committees,
including the audit committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during FY 2023.

28. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,

2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof),
the company has appointed M/s. AY and Company (FRN: 020829C), Chartered Accountants, as the
Statutory Auditors of the Company in Extra Ordinary General Meeting May 10th, 2022 to fill the casual
vacancy caused by the Resignation of M/s Barola & Co. to conduct the Statutory Audit of the Company
for the Financial Year 2021 -22.

Further, M/s. AY and Company (FRN: 020829C), Chartered Accountants, as the Statutory Auditors of the
Company for a period of 5 years, to hold office from the conclusion of Annual General meeting held in
the year 2022 until the conclusion of the Annual General Meeting of the Company to be held for the
financial year 2027.

The statutory auditors of the Company have submitted Auditors' Report on the financial statements
(standalone and consolidated) of the Company for the financial year ended 31st March, 2023. The
reports do not contain any reservation, qualification or adverse remark. Information referred in the
Auditors' Report are self-explanatory and do not call for any further comments.

29. SECRETARIAL AUDITORS:

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules,2014, the Audit Committee recommended and the Board of Directors has
appointed M/s. MSV & Associates, Company Secretaries as the Secretarial Auditors of the Company to
conduct Secretarial Audit for the Financial Year 2022-2023. The Report given by the Secretarial Auditors
is annexed as “Annexure-VI" and forms an integral part of this Board's Report. There has been no
qualification, reservation or adverse remark or disclaimer in their Report.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company proposed to appoint M/s MSV &
Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company for the
financial year 2023-24.

30. INTERNAL AUDITORS:

During the financial year The Internal Audit is not applicable on the company as it is not covered under
the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014.

Further, the Equity Shares of the Company are listed at National Stock Exchange of India Limited (NSE)
and are regularly traded on NSE w.e.f. March 15^th, 2023. In terms of Section 138 of the Companies Act,
2013 and Rule 13(1)(a) of (Accounts of Companies) every listed company shall be required to appoint
an internal auditor.

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. SVAS &
Associates, (Chartered Accountants), have been appointed as an Internal Auditors of the Company for
Financial Year 2023-24.

31. REPORT ON CORPORATE GOVERNANCE:

Our company provides utmost importance at best Governance Practices and are designated to act in
the best interest of its stakeholders. Better governance practice enables the company to introduce more
effective internal controls suitable to the changing nature of business operations, improve performance
and also provide an opportunity to increase stakeholders understanding of the key activities and policies
of the organization.

Our Company has incorporated the appropriate standards for corporate governance. Pursuant to
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing
Corporate Governance Report to stock exchange quarterly and not providing the Corporate Governance
Report as the part of this Annual Report.

32. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required under clause 34 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been presented in a
separate section forming part of this Annual Report as Annexure-IV

33. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of
Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors,
employees and other stakeholders to disclose instances of wrong doing in the workplace and report
instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of
conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide
for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism
and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The
Policy is available on the Company's website at https://www.vertexplus.com/global/en/.

34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT. 2013:

Your Company has zero tolerance towards any action on the part of any of its officials, which may fall
under the ambit of "Sexual Harassment" at workplace. Pursuant to the provisions of Section 21 of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the
Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees
(permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints
Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual
harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the
Company has not received any complaint of Sexual Harassment during the year under review and no
complaint was pending as of 31st March, 2023.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending
during the FY 2022-23, pertaining to incidents under the above framework/ law are as follows:

35. BUSINESS RESPONSIBILITY REPORT:

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Business Responsibility Report describing the initiatives taken by the Company from an environmental,
social and governance perspective is not applicable to your company being SME listed company, as per
the exemptions provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

36. EQUAL EMPLOYMENT OPPORTUNITIES:

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees
are treated fairly during the period of their employment irrespective of their race, religion, sex (including
pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry,
marital status, veteran status, political affiliation, or any other factor protected by law. All decisions
regarding employment will be taken based on merit and business needs only.

37. POLICY ON CODE OF CONDUCT AND ETHICS:

Being a SME listed Company exemption has been provided to the Company from formulating of Code
of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has
formulated and adopted Code of Business Conduct Ethics for Director & Senior Management Executive
policy. As an organization your Company places a great importance in the way business is conducted
and the way each employee performs his/her duties. Your Company encourages transparency in all its
operations, responsibility for delivery of results, accountability for the outcomes of our actions,
participation in ethical business practices and being responsive to the needs of our people and society.
Towards this end, your Company has laid down a Code of conduct applicable to all the employees of
your Company and conducted various awareness sessions across the Company. The Code provides for
the matters related to governance, compliance, ethics and other matters. In this regard certificate from
Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as
per Annexure - VIII.

The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy
available on below link: https://www.vertexplus.com/policies.

38. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS:

Your Company doesn't fall within the scope of Section 148(1) of the Companies Act, 2013 and hence
does not require to maintain cost records as specified by the Central Government.

39. MD AND CFO CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO has certified to
the Board of Directors of the Company with regard to the financial statements and other matters
specified in the said regulation for the financial year 2022-23. The certificate received is attached
herewith as per Annexure-VII.

40. LISTING FEES:

The Company affirms that the annual listing fees for the year 2022-23 to the NSE Emerge have been
duly paid.

41. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company.
However, the Company constantly strives to ensure: strong corporate culture which emphasizes on
integrating CSR values with business objectives.

42. HUMAN RESOURCE DEVELOPMENT:

The Company sees its employees as critical to the future and believes that every employee needs to
possess apart from competence, capacity and capabilities, sustainable values, current and
contemporary which would make them useful and relevant and competitive in managing the change
constructively for overall growth of the organization. To this end the company's approach and efforts
are directed towards creating a congenial work atmosphere for individual growth, creativity and greater
dedicated participation in organizational development. The Company believes that the success of an
organization largely depends on the quality of its workforce. Employee relations remained cordial and
peaceful throughout the year.

43. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company will be
provide upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the
members and others entitled thereto excluding the information on employee's particulars which is
available for inspection by members at the registered office of the Company during the business hours
on all working days of the Company up to the date of ensuing Annual General Meeting of the Company.
If any member is interested in inspection the same, the member may write to the Company Secretary in
advance.

44. REPORTING OF FRAUDS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or employees, the details of which would need to be
mentioned in Board's Report.

45. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THEGOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which
would impact the going concern status and the Company's future operations.

46. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review the Company has complied with all the
applicable mandatory secretarial standards (including any modifications or amendments thereto)
issued by the Institute of Company Secretaries of India. The Company has complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General
Meetings.

47. PREVENTION OF INSIDER TRADING:

The Board has Insider Trading Policy for regulating, monitoring and reporting of Trading of Shares by
Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while
dealing with shares of the Company. The copy of the same is available on the website of the Company
at the https://www.vertexplus.com/global/en/.

48. 'THINK GREEN, GO GREEN’ INITIATIVE:

The Companies Act, 2013 permits companies to send documents like Notice of Annual General
Meeting, Annual Report and other documents through electronic means to its members at their
registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of ‘Green
Initiative' of Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual

Reports to those shareholders whose email ids were already registered with the respective Depository
Participants (DPs) and who have not opted for receiving such documents in physical form.

Members, who ha ve not registered their e-mail addresses so far, are requested to register their e-mail
address with the Registrar and Share Transfer agent (R& TA) of the Company/Depository participant
(DP) of respective member and take part in the Green Initiative of the Company, for receiving
electronic communications and support the “THINK GREEN, GO GREEN" initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014, the Company is providing e-voting facility to all
members to enable them to cast their votes electronically in respect of resolutions set forth in the
Notice of Annual General Meeting (AGM). The detailed instructions for e-voting are provided in the
Notice of AGM.

49. CAUTIONARY NOTE:

Statements in this Board's Report and Management Discussion and Analysis describing the Company's
objectives, projections, estimates, expectations or predictions may be "forward-looking statement"
within the meaning of applicable securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make difference to the Company's
operations include raw material availability and its prices, cyclical demand and pricing in the Company's
principle markets, changes in Government regulations, Tax regimes, economic developments in the
Country and other ancillary factors.

50. OTHER DISCLOSURES:

The Board state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

i. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not
issued equity shares with differential rights as to dividend, voting or otherwise.

ii. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not
issued shares (including sweat equity shares) to employees of the Company under any scheme;

iii. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not
issued equity shares under the scheme of employee stock option;

iv. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement
to disclose the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
financial year is not applicable; and

v. There was no revision of financial statements and Board's Report of the Company during the year
under review.

vi. The requirement to disclose the details of difference between amount of the valuation done at the
time of onetime settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof, is not applicable.

vii. Since the Company has not formulated any scheme of provision of money for purchase of own
shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the
Act, no disclosures are required to be made;

viii. All other applicable information's to be reported in Board's Report are either nil or not applicable on
the Company.

We thank our customers, vendors, dealers, investors, business associates and bankers for their
continued support during the year. We place on record our appreciation of the contribution made by
employees at all levels

For and on Behalf of the Board
VertexPlus Technologies Limited

Niru Pahariya Sandeep Kumar Pahariya

DIN: 00838390 DIN: 00514815

Wholetime Director Chairman cum Managing Director

Date: 05-09-2023
Place: Jaipur