Summary of Key Information:

BSE Scrip: VERTOZ (Series: EQ, ISIN: INE188Y01031)

Announcement Date: September 1, 2026

Nature of Security Issuance: Equity Shares

Mode of Issuance: Preferential allotment for consideration other than cash (share swap arrangement)

Total Issue Size: 2,29,54,000 (Two Crores Twenty-Nine Lakh Fifty-Four Thousand) equity shares

Listing Exchange: National Stock Exchange of India Limited

Form of Allotment: Preferential basis

Security Type: Equity shares of ₹10/- each

Deemed Date of Allotment: Not specified in the document

Financial Impact of the Issuance:

Issue Price per Security: ₹44/- (Rupees Forty-Four only) per equity share

Total Proceeds Expected: ₹100,99,76,000/- (Rupees One Hundred Crores Ninety-Nine Lakh Seventy-Six Thousand only) through share issuance, with additional cash consideration for balance amount

Impact on Shareholding Structure: The issuance will result in dilution of existing shareholders' stake. The three investors from Tavento will receive the following post-allotment percentages in Vertoz: Radiant Global Fund - 9.76%, Nova Global Opportunities Fund TCC-Touchstone - 5.52%, Zeal Global Opportunities - 5.94%

Expected Use of Proceeds: The issuance is specifically for acquisition of 100% equity share capital of Tavento Labs Inc.

Impact on Capital Structure: Authorised Share Capital will increase 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)

Strategic Insights:

Rationale for the Issuance: The acquisition is intended to enable Vertoz to expand its presence in the digital technology and financial technology ecosystem by leveraging Tavento's technology, research, analytics and cybersecurity capabilities

Impact on Company's Liquidity/Financial Health: The transaction will be substantially settled through share swap rather than cash, preserving the company's liquidity position

Other Noteworthy Information:

Acquisition Details: Vertoz will acquire 100% of Tavento's equity share capital (1,000 shares) for aggregate consideration of up to ₹101,00,00,000/-. The share exchange ratio is 1:22,954 (one Tavento share for 22,954 Vertoz shares)

Target Company Profile: Tavento Labs Inc. is a US-headquartered cybersecurity technology company engaged in developing AI-native cybersecurity and digital trust platforms for enterprises. Its principal platforms include DarkDive (external cyber exposure intelligence) and Aukin (autonomous trust platform). The company is currently at pre-revenue stage with no turnover for the last three financial years (FY 2023-24, 2024-25, 2025-26)

Investor Details: The three investors receiving Vertoz shares are: 1) Radiant Global Fund (Foreign Portfolio Investor, Body Corporate) - 460 Tavento shares, 1,05,58,840 Vertoz shares; 2) Nova Global Opportunities Fund TCC-Touchstone - 260 Tavento shares, 59,68,040 Vertoz shares; 3) Zeal Global Opportunities - 280 Tavento shares, 64,27,120 Vertoz shares

Timeline: Acquisition expected to be completed within 15 days from the later of: (i) date of special resolution approval for preferential issue, or (ii) receipt of last regulatory approval for allotment

Regulatory Framework: The announcement is made pursuant to Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026

Corporate Action: 15th Annual General Meeting scheduled for September 29, 2026 at 4:00 PM through Video Conferencing/Other Audio-Visual Means to seek shareholder approvals