Vertoz Limited — Board/Management Information 2020

Jan 4, 2020

Vertoz Advertising Limited (Formerly known as Vertoz Media Pvt. Ltd. & Vertoz Media Ltd.} t: +91 22 6142 6030 CIN: L74120MH2012PLC226823 f: +91 22 6142 6061 Regd. Offc.: 602 Avior Nirmal Galaxy e: corp@vertoz.com LBS Marg Mulund West Mumbai 400080 India w: www.vertoz.com

4th January 2020

To,

The Manager Listing Department The National Stock Exchanges of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.

Scrip Code: - VERTOZ

Dear Sir/Madam,

Sub:- Disclosure pursuant to the Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Outcome of the Board Meeting held today - Saturday, 4th January 2020

Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors at its Meeting held today i.e. 4th January 2020, has inter alia, approved:

• 1. Allotment of 59,85,000 Equity Shares having face value of'{ 10/- each in the proportion of 1 {One) New Equity Share for every 1 (One) existing Equity Shares held to those Members whose names appeared on the record date i.e. on 3rd January, 2020.
• 1. As the Company is going for Migration from SME Platform NSE EMERGE to NSE Main Board, as proposed by the Board of Directors at its Meeting held on 14th November 2019 and approved by the Members through Postal Ballot on 21st December, 2019, the exemptions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 previously applicable to Company listed on SME Exchange will no longer be applicable.

Therefore, in order to comply with requirements of SEBI LODR Regulations 2015 and ensure Corporate Governance requirements and transparency in functioning of the Board, it is hereby proposed to reorganize the Board in the follo)Ning manner:

Mr. Hirenkumar Rasiklal Shah (DIN: 00092739) Chairman & Whole-time Director of the Company, shall vacate the office of Chairman only and will continue to be the Whole-time Director of the Company. The Board of Directors have appointed Mr. Harshad Uttamchand

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Shah {DIN: 07849186) Non-Executive Director of the Company as the Chairman of the Company. The revised designation will be:

1. Mr. Hirenkumar Rasiklal Shah (DIN: 00092739) - Whole-time Director and 2. Mr. Harshad Uttamchand Shah {DIN: 07849186) - Chairman & Non-Executive Director.

The details of the change are enclosed herewith as Annexure I.

The Meeting of the Board of Directors of the Company commenced at 1.30 p.m. and concluded at 3.15 p.m.

We request you to kindly take the same on your records.

Thanking you,

Yours Faithfully,

On behalf of Board of Directors For Vertoz Advertising Limited

~ Shah

Zill Company Secretary & Compliance Officer

Encl: As above

INFORMATION ABOUT CHANGE IN BOARD OF DIRECTORS

Name of Director	Mr. Hirenkumar Rasiklal Shah
Reason for change viz., appointment,	Vacated the office of Chairman of the
resignation, removal, death or otherwise	Company bu_t he will continue to be the
	Whole-time Director of the Company. So,
	there is only change in designation of the
	fromWhole-timeDirectorChairman&
	Director to Whole-time Director
Date of appointment/cessation (as	4th January, 2020
applicable) & Terms of appointment
Brief Profile	Not Applicable
Disclosure of relationships between	Not Applicable
Directors (in case of appointment)

Name of Director	Mr. Harshad Uttamchand Shah
Reason for change viz., appointment,resignation, removal, death or otherwise	Appointed to the office of Chairman of theCompany.therechangeintheSo,isof thedesignationDirector fromNonExecutive Director to Chairman & NonExecutive Director
Date of appointment/cessation (asapplicable) & Terms of appointment	4th January, 2020
Brief Profile	As per the attachment
Disclosure of relationships betweenDirectors (in case of appointment)	He is not related to the Directors on theBoard

PROFILE OF MR. HARSHAD UTTAMCHAND SHAH:

Mr. Harshad Uttamchand Shah, aged 64 years is a Non-Executive Director of the Company. He is under-matriculate. He has over 32 years of experience in the business of importing and exporting of ball and bearings. He joined our Board on June 14, 2017. In order to comply with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 · and ensure Corporate Governance requirements and transparency in functioning of the Board, he has been appointed as the Chairman of the Board of Directors too. His revised designation will be Chairman & Non-Executive Director.

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