Outcome of Board Meeting

September 1, 2026 National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East) Mumbai 400 051 Symbol: VERTOZ Series: EQ ISIN: INE188Y01031 Dear Sir/Madam, Subject: Outcome of the Board Meeting held on September 01, 2026. Ref: Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. In furtherance of the prior intimation given on August 27, 2026, and in terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we wish to inform you that the Board of Directors of the Company at its meeting held today i.e. on Tuesday, September 01, 2026, inter-alia, considered and unanimously approved: 1. Increase in Authorised Share Capital Approved the proposal to increase the Authorised Share Capital of the Company from ₹100,00,00,000/- (Rupees One Hundred Crores only) divided into 10,00,00,000 (Ten Crores) equity shares of ₹10/- (Rupees Ten only) each to ₹122,95,40,000/- (Rupees One Hundred Twenty-Two Crores Ninety-Five Lakh Forty Thousand only) divided into 12,29,54,000 (Twelve Crores Twenty- Nine Lakh Fifty-Four Thousand) equity shares of ₹10/- (Rupees Ten only) each, subject to approval of the Members of the Company. 2. Acquisition of Tavento Labs Inc. Approved the proposal for acquisition of 100% of the equity share capital of Tavento Labs Inc. (“Tavento” or “Target Company”) from its existing shareholders (“Sellers/Investors”), subject to the execution of definitive agreements and receipt of necessary approvals, consents and fulfilment of applicable terms and conditions. The Company proposes to acquire up to 1,000 (One Thousand) equity shares, representing 100% of the equity share capital of Tavento, for an aggregate consideration of up to ₹101,00,00,000/- (Rupees One Hundred and One Crores only). The consideration for the proposed acquisition shall be discharged substantially by way of issuance and allotment of equity shares of the Company to the Sellers/Investors on a preferential basis for consideration other than cash, at an issue price of ₹44/- (Rupees Forty-Four only) per equity share, based on the determined share exchange ratio of 1:22,954, i.e., for every one share held in Tavento - the Investors would get 22,954 shares of the Company (and the balance amount shall be paid by way of cash). Accordingly, the Company proposes to issue and allot an aggregate of 2,29,54,000 (Two Crores Twenty-Nine Lakh Fifty-Four Thousand) equity shares of the Company to the shareholders of Tavento. Upon completion of the proposed acquisition, subject to receipt of necessary approvals and execution of definitive documents, Tavento Labs Inc. shall become a wholly owned subsidiary of the Company. The details as required pursuant to Regulation 30 of the SEBI Listing Regulations as amended from time to time read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed herewith as Annexure A. 3. Preferential Issue of Equity Shares for consideration other than cash Consequent to and in connection with the aforesaid proposed acquisition of Tavento, approved the proposal for issuance and allotment of up to 2,29,54,000 (Two Crores Twenty-Nine Lakh Fifty- Four Thousand) equity shares of the Company on a preferential basis, for consideration other than cash, at an issue price of ₹44/- (Rupees Forty-Four only) per equity share, to the Sellers/Investors of Tavento, pursuant to the proposed share swap arrangement and subject to the applicable provisions of law, including receipt of the approval of the Members of the Company and such other regulatory/statutory approvals as may be required. The proposed preferential issue shall be undertaken as consideration towards the acquisition of 100% of the equity share capital of Tavento, in accordance with the share exchange ratio of 1:22,954, i.e., for every one share held in Tavento – the Investors would get 22,954 shares of the Company and on such terms and conditions as may be determined in accordance with applicable laws and the definitive transaction documents. The details as required pursuant to Regulation 30 of the SEBI Listing Regulations as amended from time to time read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed herewith as Annexure B. 4. Notice of 15th Annual General Meeting Approved the Notice of the 15th Annual General Meeting (“AGM”) of the Company, which is proposed to be held on Tuesday, September 29, 2026 at 04:00 p.m. through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), including the resolutions relating to the aforesaid proposals, as may be applicable. The Notice of the AGM shall be submitted to the Stock Exchanges in due course in compliance with the applicable provisions of the SEBI Listing Regulations. The Board Mee(cid:415)ng commenced at 5:30 p.m. and concluded at 8:30 p.m. This intimation shall also be uploaded on the Company's website at www.vertoz.com. Kindly take the same on record. Thanking You, Yours faithfully, For Vertoz Limited Nupur Joshi Company Secretary & Compliance Officer M.No. A43768 Place: Navi Mumbai Annexure - A Point 1.1 of Para A Part A Schedule III of SEBI Circular no. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026 – Acquisi(cid:415)on (including agreement to acquire) Sr. Particulars Details 1. Name of the target entity, Name: Tavento Labs Inc. details in brief such as size, turnover etc. Turnover: Nil 2. Whether the acquisition would The proposed acquisition does not fall within the purview fall within related party of related party transaction. transaction(s) and whether the promoter/promoter group/group companies have any interest in the entity being acquired 3. Industry to which the entity Cybersecurity Technology and Information Technology being acquired belongs Services 4. Objects and impact of The proposed acquisition is intended to enable the acquisition (including but not Company to expand its presence in the digital technology limited to disclosure of and financial technology ecosystem by leveraging reasons for acquisition of Tavento’s technology, research, analytics and cybersecurity target entity, if its business is capabilities, as well as exploring opportunities arising from outside the main line of the application of such capabilities across enterprise and business of the listed entity) financial technology use cases. 5. Brief details of any The proposed acquisition is subject to receipt of such governmental or regulatory statutory/ regulatory and other approvals, consents and approvals required for the permissions as may be required under applicable laws, acquisition. including approval of the Members of the Company, wherever applicable. 6. Indicative time period for Acquisition will be completed within a period of 15 (fifteen) completion of acquisition days from the later of: (i) date of the approval of special resolution for preferential issue of equity shares; or (ii) receipt of last of the approval/permission required for allotment under the preferential issue from any regulatory authority or the Central Government (including but not limited to the in-principle approval of the stock exchange) for issuance of the equity shares to the proposed allottees. 7. Nature of consideration – The proposed acquisition shall be undertaken substantially whether cash consideration or through a share swap arrangement, with the balance share swap or any other form consideration payable in cash. and details of the same The Company proposes to acquire up to 1,000 (One Thousand) equity shares, representing 100% of the equity share capital of Tavento, for an aggregate consideration of up to ₹101,00,00,000/- (Rupees One Hundred and One Crores only). Out of the aggregate consideration, 2,29,54,000 equity shares of the Company shall be issued and allotted to the Sellers/Investors at an is [Showing first 8,000 characters — download PDF for full document]