VL E-Governance & IT Solutions Ltd Directors Report

To,

The Members,

VL E-GOVERNANCE & IT SOLUTIONS LIMITED

Vakrangee Corporate House, Plot No.93,

Road No.16, M.I.D.C. Marol, Andheri (East),

Mumbai, Maharashtra- 400093 India.

Dear Shareholders,

Your directors are pleased to present the 10 th Annual Report on the affairs of the Company together with the financial statement for the year ended 31 st March, 2026.

1. PERFORMANCE OF THE COMPANY

The Companys performance is summarized below:

Financial Results

The Financial Performance of the Company for the year ended 31 st March, 2026 is summarized below:

( in lakhs)

Particulars	Year Endec	Year Ended 31 st March, 2025
Total Income	1,766.01	3,238.79
Profit (Loss) before Interest, Depreciation, Exceptional items and Tax	(96.67)	143.89
Less- Depreciation	13.57	3.84
Interest Cost	-	-
Exceptional Items	-	2,51,841.28
Profit Before Taxes	(110.24)	(2,51,701.23)
Less - Current Tax	-	-
Less - Deferred tax	2.83	2.02
Profit After Taxes	(113.07)	(2,51,703.25)
Other Comprehensive Income/(Loss) net of tax	-	-
Total Comprehensive Income for the year	(113.07)	(2,51,703.25)
Earnings Per Share
Basic	(0.10)	(236.42)
Diluted	(0.10)	(215.25)

Performance

The revenues from operations for the FY 2025-26 stands at 1,715.43 Lakhs as compared to 3,068.86 Lakhs in previous year. Profit/ Loss before interest, depreciation, taxation, exceptional item and amortization stood at a loss of 96.67/- Lakhs as compared to profit of 143.89 Lakhs in previous year. The Profit/ Loss after Tax for the year under review stood at a loss of 113.07/- lakhs as compared to loss of 2,51,703.25 Lakhs in the previous year.

2. GENERAL REVIEW OF STATE OF COMPANYS AFFAIRS

The company was originally incorporated as a wholly owned subsidiary of Vakrangee Limited. Subsequently in the year 2023-24, the National Company Law Tribunal (NCLT) duly sanctioned a Scheme of Arrangement for the demerger of the E-Governance & IT/ITES Business (the Demerged Undertaking) of Vakrangee Limited (the Demerged Company) into VL E-Governance & IT Solutions Limited (the Resulting Company). Pursuant to this demerger, the E-Governance & IT/ITES business of Vakrangee Limited was transferred to VL E-Governance & IT Solutions Limited.

The company was incorporated as Vakrangee Logistics Private Limited, on 18 th March, 2016. Subsequently, the name of our company was changed to VL E-Governance & IT Solutions Limited w.e.f. 1 st November, 2021. Our Company has vast experience in delivering system integration and other IT/ITEs services for Indias e-governance plan. The business activities

of the company includes E-Governance services, IT/ITES system integration services, B2B Trading business and IT/ ITEs equipment trading activities.

During the financial year 2025-26 the company strengthened its leadership team in order to align its business strategy and internal processes along with its future growth roadmap. The company has over the years built vast experience and strong execution capabilities to execute large scale field level Government projects. The company will leverage this experience and plans to Bid for New upcoming large scale Government projects, thereby enabling strong future growth roadmap. The Government is implementing nationwide various e-Governance projects including Unique Land Parcel Identification Number (ULPIN), Aadhaar Integration with Land Records, National Geospatial Knowledge-Based Land Survey of Urban Habitations (NAKSHA) under Digital India Land Records Modernization Programme (DILRMP), PM e-Drive EV Charging Station Operator (CPO) and Solar Power Project under companys vision to foray into renewable energy and infrastructure development, the Company is evaluating these areas and planning to participate in the same.

Outlook

The Company foresees a period of sustained growth and transformation, driven by its strategic initiatives and partnerships. During the year, the Company entered into a strategic understanding with Ekansh Concepts Limited, laying the foundation for its role as an EPC Partner in the Sankalp Industrial Smart City Project. This association positions VL E Governance for future expansion in industrial and smart city infrastructure.

This collaboration is expected to unlock multiple avenues of expansion:

• Smart City Development: The Sankalp Industrial Smart City Project provides a platform for the Company to participate in large scale infrastructure development, integrating governance expertise with project execution capabilities.

• Diversified Revenue Streams: Long term EPC contracts and industrial projects will reduce dependence on traditional e-governance assignments, ensuring a balanced portfolio of business opportunities.

• Innovation & Technology Integration: The partnership with Ekansh will enable adoption of advanced project management tools, digital compliance frameworks, and smart governance solutions, strengthening operational efficiency.

• Stakeholder Value Creation: By aligning with national priorities on industrial growth and smart infrastructure, the Company aims to deliver enhanced returns to shareholders while contributing to sustainable development.

Looking ahead, the Company remains committed to building a resilient business model anchored on innovation, compliance excellence, and strategic partnerships. The association with Ekansh is expected to be a cornerstone of future growth, enabling VL E-Governance to expand its footprint in industrial infrastructure while reinforcing its reputation as a trusted partner in governance and project execution.

3. DIVIDEND

Your Directors do not recommend a dividend on the equity shares for the Financial Year ended 31 st March, 2026.

4. SHARE CAPITAL

i. Authorized Capital

During the year under review, there was no change in the authorised capital of the Company. Your Company has neither issued any shares with differential rights as to dividends, voting or otherwise nor issued any sweat equity shares during the year under review.

ii. Issue of equity shares with differential rights

Your Company does not have any equity shares with differential rights and hence no disclosures is required to be given under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

iii. Issue of sweat equity shares

During the year under review, your Company has not issued any sweat equity share and hence no disclosures is required to be given under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

iv. Listing with the stock exchanges

Your Companys equity shares are listed on the BSE Limited (BSE) (Scrip Code - 543958) and the National Stock Exchange of India Limited (NSE) (Symbol - VLEGOV) (hereinafter collectively referred to as Stock Exchanges).

5. REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review. The present address of the Registered Office is as follows:

Vakrangee Corporate House, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri East, Mumbai City, Mumbai, Maharashtra, India, 400093.

6. CORPORATE GOVERNANCE REPORT AND CERTIFICATE

The Corporate Governance Report and the certificate on Corporate Governance received from the Secretarial Auditor of the Company for the Financial Year 2025-26, forms a part of this Annual Report as required under Regulation 34 read with Schedule V(C) of the Listing Regulations.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Discussion and Analysis Report of the Company for the Financial Year 2025-26 forms a part of this Annual Report as required under the Act, and Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

8. Transfer to reserves

The Board of Directors of your company has decided not to transfer any amount to Reserve for the year under review.

9. CHANGE IN NATURE OF BUSINESS ACTIVITIES

During the year under review, there has been no change in the nature of the business of the Company.

10. ALTERATION OF ARTICLES OF ASSOCIATION

There was no alteration of Articles of Association (AOA) during the Financial Year 2025-26.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary, associate and Joint Venture as on 31 st March, 2026.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this report.

13. BOARD OF DIRECTORS

A. Retire by rotation

In terms of Section 152 of the Companies Act, 2013,

Mr. Sanjay Nandwana (DIN: 03565954) would retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible for re-appointment has offered himself for re-appointment till the next Annual General Meeting. Your Directors have recommended his appointment for the approval of the shareholders, in the ensuing Annual General Meeting of your Company.

B. Number of Meetings of the Board

The Board met 4 (Four) times during the Financial Year 2025-26, the details of which are given in the Corporate Governance Report forming part of the Annual Report.

The maximum interval between any two meetings did not

exceed 120 days, as prescribed in the Act and the Listing Regulations.

C. Board Evaluation

Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of the Board, its committees and the directors. In compliance with Sections 134, 178 and Para II, V and VIII of Schedule IV of the Act and Regulation 17 of Para A of Part D of Schedule II of the Listing Regulations, the Board of Directors, as per the process recommended by the Nomination and Remuneration Committee, has evaluated the effectiveness of the Board, its Committees and Directors. The evaluation process invited responses to a structured questionnaire, which was largely in line with the SEBI Guidance Note on Board Evaluation, for each aspect of the evaluation.

All the results were satisfactory.

D. Mode of evaluation

Board assessment is conducted through a structured questionnaire. All the Directors participated in the evaluation process. Further, a separate meeting of the Independent Directors was conducted to review the performance of the Board as a whole and that of NonIndependent Directors.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5 th January, 2017.

The evaluation results were discussed at the meeting of Board of Directors, Committees and the Independent Directors meeting. The Directors were satisfied with the overall corporate governance standards, Board performance and effectiveness.

E. Declaration by Directors

The Independent Directors of the Company have submitted declaration of Independence, as required pursuant to Section 149(6) of the Act, and provisions of the Listing Regulations, stating that they have met the criteria of independence as provided therein.

The Board is of the opinion that all the Independent Directors possess integrity, have relevant expertise, experience and fulfil the conditions specified under the Act, and the Listing Regulations.

All the Directors of the Company have confirmed that they are not disqualified to act as Director in terms of Section 164 of the Act.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

F. Familiarization Programme for Independent Directors

The familiarization programme is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company.

The Independent Directors have complete access to the information within the Company. As a part of Agenda of Board/Committee Meetings, presentations are regularly made to the Independent Directors. The detailed discussions and presentations on the sales, marketing, credit and operations of the Company, business plans, financials, risks and mitigation plans, compliances, major litigation, regulatory scenario etc. are facilitated by the Companys senior management. It remains the constant endeavour of the Company to continually update its Directors on the various developments, facilitate interaction with various functional and department heads of the Company and external experts.

The policy and details of familiarization programme is available on the website of the Company at www. vlegovernance.in/policies-and-disclosure.html

G. Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(a) i n the preparation of the Annual Financial Statements for the Financial Year ended 31 st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2026 and of the profit of the Company for the Financial Year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Financial Statements have been prepared on a going concern basis;

(e) that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively;

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

14. BOARD COMMITTEES

In order to strengthen functioning of the Board, the Board of Directors have constituted following Committees as per the requirement of the Act and the Listing Regulations:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Risk Management Committee

Details of the Committees along with their terms of references, composition and meetings held during the Financial Year under review are provided in the Corporate Governance Report section which forms a part of this Annual Report.

15. KEY MANAGERIAL PERSONNELS

In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Sanjay Nandwana, Managing Director, Mr. Pradeep Somani,

Chief Financial Officer and Mr. Parth Solanki, Company Secretary & Compliance Officer.

During the under review, below were the changes in the Key Managerial Personnel of the Company:

1. Mr. Nilesh Wadode, resigned as the Company Secretary & Compliance Officer of the Company w.e.f. close of business hours of 4 th August, 2025.

2. Mr. Parth Solanki, appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 31 st October, 2025.

16. POLICIES

The Board of Directors of your Company, from time to time have framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made available on the website of the Company at www.vlegovernance.in/policies-and- disclosure.html. The policies are reviewed periodically by the Board and updated based on need and requirements.

17. WHISTLE BLOWER POLICY AND VIGIL MECHANISM POLICY

The Company has established a robust Vigil Mechanism and a Whistleblower Policy in accordance with the provisions of the Act and the Listing Regulations. Employees and other stakeholders are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns can be raised by a Whistle-blower through an e-mail or letter to the Chairman of the Audit Committee.

The Vigil Mechanism and Whistle-blower Policy is available on the Companys website and can be accessed at www.vlegovernance.in/policies-and-disclosure.html

18. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year under review are set out as Annexure - I and forms a part of this Annual Report. For other details regarding the CSR Committee, refer to the Corporate Governance Report, which forms a part of this Annual Report. CSR Policy is available on the website of the Company at www.vlegovernance.in/policies-and- disclosure.html

19. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy is available on the website of the Company at www.vlegovernance. in/policiesand-disclosure.html.. More details about the Nomination and Remuneration policy is provided in Corporate Governance Report.

20. AUDITORS Statutory Auditors

Pursuant to Section 139 of the Act and the Rules made there under, the current Statutory Auditor of the Company M/s. B K G & Associates, Chartered Accountants (FRN: 114852W) have been appointed for a period of 5 (Five) years i.e., one term pursuant to Section 139 of the Companies Act, 2013 pursuant to the Members approval at the 7 th (Seventh) AGM of the Company held in the Year 2023 till the conclusion of 12 th (Twelfth) AGM of the Company to be held in the Year 2028 (for one term of five years), at a remuneration as may be mutually decided between the Board of Directors and the Auditors.

M/s. B K G & Associates have confirmed their eligibility to continue as the Statutory Auditors of the Company under Sections 139 and 141 of the Act and the applicable rules. Additionally, as required by the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Statutory Audit Report

During the Financial Year 2025-26 there was no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The observations made by the Statutory Auditor in their Audit Report read with the relevant notes thereof as stated in the Notes to the Audited Financial Statements of Company for the Financial Year ended 31 st March, 2026 are self-explanatory and being devoid of any reservation(s), qualification(s) or adverse remark(s) etc. and hence, do not call for any further information(s)/ explanation(s) or comments from the Board under Section 134(3)(f)(i) of the Act.

Secretarial Auditor

Pursuant to Section 204 of the Act and the Rules made there under and Regulation 24A of the Listing Regulations on approval of the Members of the Company at their meeting held on 29 th September, 2025, Ms. Kalpana Srinivasan, Company Secretary (Membership No.: 6105, CP No.: 19503), were appointed as Secretarial Auditors of the Company, to hold office for a term of 5 (Five) consecutive years, commencing from the Financial Year 2025-26 till Financial Year 2029-30.

Secretarial Audit Report

As required under provisions of Section 204 of the Act the report in respect of the Secretarial Audit carried out by Ms. Kalpana Srinivasan, Practicing Company Secretary (Membership No.: 6105, CP No.: 19503) in Form MR-3 for the F.Y. 2025-26 is annexed hereto marked as Annexure- II and forms part of this Report. There is no qualifications reservations, observations or adverse remarks in the report issued by the Secretarial Auditor.

Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report for the Financial Year ended 31 st March, 2026, issued by Ms. Kalpana Srinivasan, (Membership No.: 6105, CP No.: 19503), has been submitted with stock exchanges. There were no qualifications, reservations or adverse remarks in the said report.

Cost Auditor

Cost audit is not applicable to the company for the FY 2025-26 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

Internal Auditors

Pursuant to Section 138(1) of the Act read with the Companies (Accounts) Rules, 2014, your Company is required to appoint an internal auditor to conduct internal audit of the functions and activities of your Company.

Your Board of Directors based on the recommendation of the Audit Committee, had approved the appointment of M/s K J Kabra and Associates to conduct the internal audit of your Company for the Financial Year 2025-26.

21. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROLS

Management of risk has always been an integral part of the Companys strategy and straddles its planning, execution and reporting processes and systems.

Your Company continues to focus on a system-based approach to business risk management.

Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks. The Risk Management Committee is constituted to frame, implement and monitor the risk management plan of the Company. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits.

Our approach to risk management is to identify, evaluate risks and opportunities. This framework is intended to assist in decision making process that will minimise potential losses, improve the management in the phase of uncertainty and the approach to new opportunities, thereby helping the Company to achieve its objectives.

Details of risks & concerns associated with the Company has been provided under the Management Discussion and Analysis Report.

The Risk Management policy is available on the website of the Company at www.vlegovernance.in/policies- anddisclosure.html

The Companys internal control systems are tailored to the specific nature of its business, as well as the scale and intricacy of its operations. These systems undergo regular testing by both Statutory and Internal Auditors, encompassing all offices, factories, and pivotal business domains. The Company has implemented robust procedures to ensure the systematic and effective management of its operations, encompassing adherence to corporate policies, protection of assets, and the prevention and detection of fraudulent activities and errors.

22. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT

Details of Loan, Guarantee and Investment covered under the provisions of Section 186 of the Act are given in the Note No in the Financial Statements and forms a part of this Annual Report.

23. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

During the year under review:

a. all contracts/arrangements/ transactions entered by the Company with related parties were in the

ordinary course of business and on arms length basis.

b. contracts/arrangements/ transactions which were material, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions.

Details of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure - III to this Report.

In accordance with the provisions of SEBI (LODR) Regulations, 2015 the policy on materiality of and dealing with related party transactions as approved by the board is uploaded and the same is available on the website of the company at the link www.vlegovernance.in/policies- anddisclosure.html.

The details of transactions with related parties as per the requirement of IND-AS are disclosed in the notes to the Financial Statements.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as Annexure - IV and forms a part of this Annual Report.

Further, details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the aforesaid Rules is available for inspection at the Registered Office of your Company during working hours. As per second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the aforesaid Rules, the Annual Report has been sent to the Members excluding the aforesaid exhibit.

25. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There were no outstanding unclaimed and unpaid amount with the company and therefore company was not liable to transfer any kind of amount to Investor Education and Protection Fund. Further, as required under section 124 of the Act and pursuant to scheme of arrangement approved

by honorable NCLT, total number of 2,33,145 equity shares have been transferred by the Company to the Investor Education and Protection Fund Authority during the financial year 2023-2024. Details of shares transferred have been uploaded on the website of the Company.

27. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

The Company hereby affirms that during the year under review Company has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

28. DEPOSITS

During the year under review, the Company has neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

29. PREVENTATION OF SEXUAL HARRASMENT

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. During the year 2025-26, no complaints on sexual harassment were received.

Number of sexual harassment complaints received	NIL
Number of complaints disposed of	NIL
Number of complaints pending for more than 90 days	NIL

We hereby state and confirm that, the Company has constituted an internal committee under provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Company has complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder.

30. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT, 1961

The Company confirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with the applicable laws.

31. ENERGY CONSERVATIVE, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo is given as under:

• Conservation of Energy:

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other Equipment with latest technologies.

• Technology Absorption:

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Our Company continues its focus on quality upgradation and services development.

• Foreign Exchange Earnings and Outgo:

Nil

32. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Act, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is hosted on the website of the Company at https://www.vlegovernance.in/annual- financial-Return.html

33. LISTING FEES

The listing fees payable for the Financial Year 2025-26 has been paid to BSE Limited and National Stock Exchange of India Limited within due date.

34. GENERAL DISCLOSURE

During the Financial Year under review:

(m) The securities were not suspended from trading during the year due to corporate actions or otherwise.

(a) There was no change in the nature of business of the Company.

(b) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

(c) The Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder.

(d) The Company has not issued any Sweat Equity Shares to its Directors or employees.

(e) The Company has not failed to implement any corporate action.

(f) The Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

(g) The Company has not accepted any deposit from the public, pursuant to the Chapter V of the Act and Rules made thereunder.

(h) There was no revision of financial statements and Boards Report of the Company.

(i) There was no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

© There were no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

(k) No application has been made under the Insolvency and Bankruptcy Code, hence, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year is not applicable.

(n) No candidate was nominated by small shareholders in terms of Section 151 of the Act.

(o) None of the Auditors and/or Secretarial Auditors, resigned during the year.

(p) There was no delay, in holding Annual General Meeting.

(q) There was no change in Auditors.

(r) There was no re-appointment of Independent Director during the year under review.

(s) The Cash Flow Statement for the Financial Year 2025-26 is attached to the Balance Sheet which forms part of this Annual Report.

(t) During the year, all recommendations made by the committees were approved by the Board.

ACKNOWLEDGEMENTS

Your Directors would like to take this opportunity to express their sincere gratitude to all of the employees, customers, vendors and investors who have contributed to our success over the past year. Their hard work, dedication, and support have been instrumental in achieving the goals and driving the business forward. We would also like to thank our members for their continued trust and investment in the Company. We are committed to build strong relationships with all of our stakeholders, and we value their feedback and input as we strive to improve and grow our business. We are proud of what we have accomplished together, and we look forward to continued success in the years ahead.

On behalf of the Board of Directors For VL E-Governance & IT Solutions Limited

Nishikant Kishanrao Hayatnagarkar Place: Mumbai Chairman & Executive Director

Date: 10 th August, 2026 (DIN: 00062638)

(l) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.