Meeting Details

  • Date: Tuesday, 29th September 2026
  • Time: 4:00 PM IST
  • Location: Conducted entirely through Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Type: 15th Annual General Meeting
  • Deemed Venue: Registered Office at 602, Avior, Nirmal Galaxy, Opp. Johnson & Johnson, LBS Marg, Mulund (West), Mumbai - 400 080

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March 2026 along with Reports of the Board of Directors and Auditors.

2. Re-appointment of Director: To re-appoint Mr. Harshad Uttamchand Shah (DIN: 07849186) as Non-Executive Director who retires by rotation.

Special Business

3. Re-appointment of Managing Director: To re-appoint Mr. Hirenkumar Rasiklal Shah (DIN: 00092739) as Managing Director for a further term of five consecutive years with effect from 14th June 2027 at remuneration of ₹59,48,400.00 per annum.

4. Increase in Authorized Share Capital: To increase the authorized share capital from ₹100,00,00,000 divided into 10,00,00,000 equity shares of ₹10 each to ₹122,95,40,000 divided into 12,29,54,000 equity shares of ₹10 each, with consequent alteration in Clause V of the Memorandum of Association.

5. Preferential Issue via Share Swap: To issue and allot 2,29,54,000 equity shares at ₹44 per share (including premium of ₹34) aggregating ₹101 crore to acquire 100% share capital of Tavento Labs Inc. through share swap arrangement at exchange ratio of 1:22,954 (1 Tavento share = 22,954 Vertoz shares).

Voting Process and Methods

  • Remote E-voting Period: Saturday, 26th September 2026 (9:00 AM IST) to Monday, 28th September 2026 (5:00 PM IST)
  • Cut-off Date: Tuesday, 22nd September 2026
  • E-voting Platform: KFin Technologies Limited (KFintech) at https://evoting.kfintech.com
  • AGM Voting: Members attending via VC can vote during the meeting if they haven't voted remotely
  • Voting Rights: Proportional to paid-up equity share capital as on cut-off date

Key Voting Outcomes

  • The scrutinizer will prepare a consolidated report of total votes cast for and against each resolution
  • Voting results will be declared along with scrutinizer's report and communicated to NSE within two working days
  • Results will be available on company website (https://vertoz.com) and RTA website (https://evoting.kfintech.com)

Scrutinizer Appointment and Role

  • Name: Mr. Umashankar Hegde (ACS 22133, COP 11161), Proprietor of M/s. U. Hegde & Associates, Company Secretaries
  • Role: To scrutinize the e-voting process in fair and transparent manner
  • Process: Will count votes cast during AGM first, then unblock remote e-votes in presence of two independent witnesses
  • Timeline: Submit consolidated report to Chairperson within two working days of AGM conclusion

Compliance with Laws and Regulations

The AGM is conducted in compliance with:

  • SEBI Circular dated October 3, 2024 and other applicable circulars
  • MCA General Circular No. 09/2024 dated September 19, 2024 and other applicable circulars
  • Companies Act, 2013 provisions
  • SEBI (LODR) Regulations, 2015, particularly Regulation 44
  • Secretarial Standard on General Meetings (SS-2)

Additional Financial Information

  • Current Authorized Capital: ₹100 crore
  • Current Paid-up Capital: ₹85.23 crore
  • Proposed New Authorized Capital: ₹122.95 crore
  • Valuation: Independent valuer Gaurang Agarwal (IBBI/RV/06/2021/14187) determined floor price of ₹42.31
  • Financial Performance: Standalone total income increased 40.21% to ₹8,545.59 lakh in FY 2025-26; Consolidated total income increased 13.08% to ₹29,648.40 lakh

Acquisition Details

  • Target Company: Tavento Labs Inc. (US-based cybersecurity platform company)
  • Purchase Consideration: ₹101 crore
  • Allottees: Radiant Global Fund (9.74%), Nova Global Opportunities Fund (5.51%), Zeal Global Opportunities Fund (5.93%)
  • Post-acquisition Status: Tavento will become wholly-owned subsidiary
  • Lock-in: Equity shares subject to lock-in as per SEBI ICDR Regulations

Shareholding Pattern Impact

  • Pre-issue Promoter Holding: 64.8% (55,233,242 shares)
  • Post-issue Promoter Holding: 50.96% (55,233,242 shares)
  • Public Holding Increase: From 35.2% to 49.04%
  • New Allottees: Will collectively hold 21.18% post-issue