Vertoz Limited — Capital/Financing Update 2018

Dec 13, 2018

Vertoz Advertising Limited (Formerly Known as Vertoz Media Pvt Ltd. & Vertoz Media Ltd.) CIN: L74120MH2012PLC226823 Regd. Office.: 602 Avior Nirmal Galaxy LBS Marg Mulund West Mumbai 400080 India

t: +91 22 6142 6030 f; +91 22 6142 6061 e: corp@vertoz.com w: www.vertoz.com

13th December, 2018

The Manager - Listing Department, National Stock Exchange of India Limited, "Exchange Plaza", 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051.

Scrip Code: VERTOZ

Dear Sir/Madam,

Subject: Intimation of Incorporation of two Step-down Subsidiary Companies in New York, USA.

With reference to the captioned subject, we would like to inform you that the Company's Wholly Owned Subsidiary "VERTOZ INC" has incorporated two Wholly Owned Subsidiary Companies viz. "AdZurite INC" and "AdMozart INC" in New York, United States of America on 13th December, 2018.

Vertoz INC, having its registered office at 50 California Street, Suite 1500, San Francisco, CA 94111, USA and one operational branch at 132 W, 31st Street, 15th Floor, New York 10001, USA, is a Wholly Owned Subsidiary of Vertoz Advertising Limited.

The details as required under SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September 2015 of both the Companies are given in Annexure A to this Letter.

This is for your information.

Kindly acknowledge the receipt of the same.

On Behalf of Board of Directors For Vertoz Advertising Limited

Sumit R. Sharma Company Secretary & Compliance Officer Place: Mumbai

Encl: As Above

Page 1 of 3

Annexure A

Details as required under SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September 2015:

1. AdZurite INC

· 1

Sr.No.	Particulars	Details
1.	Name of the target entity, details in brief such as size,turnover etc.	Name: AdZurite INCShare Capital: $1000 (1000 EquityShares of face value of$1 each)Turnover:Nil(BeinganewCompany)
2.	Whether the acquisition would fall within the RelatedParty Transaction(s)andwhether thepromoter/promoter group/ group companies have nay interest inthe entity being acquired? If yes, nature of interest anddetails thereof and whether the same is done at "arm'slength"	toTheinitialsubscriptionthesubsidiary mentioned above doesnot fallwithin the purview ofRelated Party Transaction.
3.	Industry to which the entity being acquired belongs	Online Digital Advertising Services
4.	Objects and effects of acquisition (including but notlimited to, disclosure of reasons for acquisition oftarget entity, if its business is outside the main line ofbusiness of the listed entity)	AdZurite INC is incorporated forbuying and selling of online digitaladvertising services
5.	of any governmentalor regulatoryBrief detailsapprovals required for the acquisition	NA
6.	Indicative time period for completion of the acquisition	NA
7.	Nature of consideration -whether cash considerationor share swap and details of the same	NA
8.	Cost of acquisition or the price at which the shares areacquired	$1000 (1000 Equity Shares of facevalue of $1 each)
9.	Percentage of shareholding/control acquired and/ornumber of shares acquired	Vertoz INC is holding 100% paid-upshare capital of AdZurite INC
10.	Brief background about the entity acquired in terms ofofofproducts/linebusinessacquired,dateincorporation, history of last 3 years turnover, countryin which the acquired entity has presence and anyother significant information (in brief)	AdZuriteINCaCompanyisincorporated under the provisionsof the Business Corporation Law,New York, USA on 13th December,2018 and is yet to commence itsbusiness operations.

Page 2 of 3

2. AdMozart INC

·1

Sr.No.	Particulars	Details
1.	Name of the target entity, details in brief such as size,turnover etc.	Name: Ad Mozart INCShare Capital: $1000 (1000 EquityShares of face value of $1 each)new(BeingaTurnover:NilCompany)
2.	Whether the acquisition would fall within the Relatedwhether thepromoter/Party Transaction(s)and. promoter group/ group companies have any interest inthe entity being acquired? If yes, nature of interest anddetails thereof and whether the same is done at "arm'slength"	tothesubscriptionTheinitialsubsidiary mentioned above doespurview ofnot fallwithin theRelated Party Transaction.
3.	Industry to which the entity being acquired belongs	Online Digital Advertising Services
4.	Objects and effects of acquisition (including but notlimited to, disclosure of reasons for acquisition oftarget entity, if its business is outside the main line ofbusiness of the listed entity)	AdMozart INC is incorporated forbuying and selling of online digitaladvertising services
5.	or regulatoryBrief details of any governmentalapprovals required for the acquisition	NA
6.	Indicative time period for completion of the acquisition	NA
7.	Nature of consideration -whether cash considerationor share swap and details of the same	NA
8.	Cost of acquisition or the price at which the shares areacquired	$1000 (1000 Equity Shares of facevalue of $1 each)
9.	Percentage of shareholding/control acquired and/ornumber of shares acquired	Vertoz INC is holding 100% paid-upshare capital of AdMozart INC
10.	Brief background about the entity acquired in terms ofofofacquired,datebusinessproducts/lineincorporation, history of last 3 years turnover, countryin which the acquired entity has presence and anyother significant information (in brief)	CompanyAdMozartINCisaincorporated under the provisionsof the Business Corporation Law,New York, USA on 13th December,2018 and is yet to commence itsbusiness operations.

Page 3 of 3