VL E-Governance & IT Solutions Ltd Directors Report

To,

The Members,

VL E-GOVERNANCE & IT SOLUTIONS LIMITED

(Erstwhile Vakrangee Logistics Private Limited) Vakrangee Corporate House, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri (East), Mumbai, Maaharashtra- 400093 India.

Dear Shareholders,

Your directors are pleased to present the 9th Annual Report on the affairs of the Company together with the financial statement for the year ended March 31, 2025.

1. PERFORMANCE OF THE COMPANY

The Companys performance is summarized below:

FINANCIAL RESULTS

The Financial Performance of the Company for the year ended March 31, 2025 is summarized below:

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024
Total Income	3,238.79	2245.25
Profit(Loss) before Interest, Depreciation, Exceptional items	and Tax 143.89	(762.91)
Less- Depreciation	3.84	0.09
Interest Cost	-	-
Exceptional Items	2,51,841.28	16230.15
Profit Before Taxes	(2,51,701.23)	(16993.15)
Less – Current Tax	-	-
Less – Deferred tax	2.02	0.06
Profit After Taxes	(2,51,703.25)	(16993.21)
Other Comprehensive Income/(Loss) net of tax		-
Total Comprehensive Income for the year	(2,51,703.25)	(16993.21)
Earnings Per Share
Basic	(236.42)	(16.04)
Diluted	(218.85)	(16.04)

Performance:

The revenues from operations for the FY 2024-25 stands at 3,068.86 Lakhs as compared to 2,201.10 Lakhs in previous year. Profit before interest, depreciation, taxation, exceptional item and amortization stood at profit of 143.89/- Lakhs as compared to ax for the year under review stood at a loss of T loss of (762.91)Lakhsinpreviousyear.TheProfit after (2,51,703.25)/- lakhs as compared to loss of ( 16993.21) 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, 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 March 18, 2016. Subsequently, the name of our company was changed to VL E-Governance & IT Solutions Limited w.e.f. November 1, 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 2024- 25 the company has built the new 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 Land record digitalization mission (DILRMP), ‘PM e-Drive EV Charging Station Operator (CPO) and ‘Solar Power Project under companys vision to foray into renewable energy. The Company is evaluating these areas and planning to participate in the same.

Outlook:

During the year, Company has signed Binding Term Sheet for acquisition of 40% equity stake in HAL-Edgewood Technologies Private Limited (HETL) (26% and 14% equity stake from Edgewood Ventures LLC, USA and Edgewood Technologies Private Limited respectively). This acquisition is a pivotal move for the Company as it expands into high-tech sectors such as aviation, aerospace, defence, and satellite technology which currently have the market opportunity size of more than multibillion USD. This is a strategic investment for the future growth opportunities in the Business of design, develop, manufacture or promote hightech projects/ products in the field of electronics, software, hardware and aeronautical system required for Aviation, Aerospace,

Defense and Satellite projects.

A detailed discussion on performance and outlook appears as part of Management Discussion and Analysis Report attached to this report.

3. DIVIDEND

Your Directors do not recommend a dividend on the equity shares for the Financial Year ended March 31, 2025.

4. SHARE CAPITAL

As on March 31, 2025, the authorized share capital of the company is 2,00,00,00,000 (Two Hundred Crore Rupees Only) comprising of 20,00,00,000 (Twenty Crore) equity shares of 10/- each and the paid-up equity share capital of the Company as on March 31, 2025 is 1,08,45,13,290 (One Hundred and Eight Crore Forty-Five Lakhs Thirteen

Thousand Two Hundred Ninety Rupees only) comprising of 10,84,51,329 ( Ten Crore Eighty Four Lakhs Fifty One Thousand Three Hundred Twenty Nine) equity shares of 10/- each.

During the year under review, the Company has not issued any shares with differential voting rights or granted stock options or sweat equity.

5. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

Authorized Share Capital of the company stood at 200,00,00,000 (Rupees Two Hundred Crore) as on March 31, 2025, whereas on March 31, 2024, Authorized Share Capital of the company was 110,00,00,000 (Rupees Hundred and Ten Crore).

As on March 31, 2024, the company had paid up share capital of 1,05,95,13,290. On January 16, 2025, the company have allotted 5,34,65,600 convertible warrants on Preferential basis. On the same day, Sameer Bhambha and Shweta Bhambha, two of the allottees have opted for conversion of 12,50,000 warrants each(i.e. 25,00,000 warrants) into equity shares which resulting in increase of paid-up equity share capital of 1,08,45,13,290. As on March 31, 2025, the number of outstanding convertible warrants stood at 5,09,65,600.

6. ISSUE OF SHARES OR OTHER CONVERTIBLE SECURITIES

During the Financial Year under review the Board of Directors vide resolution passed on January 16, 2025, have approved the allotment of 5,34,65,600 convertible warrants, at an issue price of 75/- each through preferential allotment to non-promoter category from whom 25% application money was received. The allotment was made pursuant to the approval of the shareholders obtained through a Postal Ballot resolution on April 3, 2024, and based on the In-Principal approvals received from BSE and NSE on January 2, 2025. On January 16, 2025, the Company converted 25,00,000 of these warrants into equity shares, upon receiving 100% allotment money from the respective allottees. The last date for conversion of the said warrants is July 15, 2026.

7. TRANSFER TO RESERVES

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

8. DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid and unclaimed deposits as March 31, 2025.

9. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF REPORT

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year and the date of this report.

There was no change in the companys nature of business during FY 2024-25.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The company does not have any subsidiary, associate and Joint Venture as on March 31, 2025. During the year, no company has ceased to be a subsidiary, associate or Joint Venture company.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act, if any, are given in the notes to the Financial Statements

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & 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

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Part B of Schedule V read with Regulations 34(2) and 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

14. CORPORATE GOVERNANCE

The company is committed to maintain good corporate governance practices. Pursuant to regulation 34(3) read with Part C of schedule V of SEBI (LODR) Regulations, 2015, a separate section on corporate governance report along with Certificate from the Mehul Raval, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance is forming part of annual report.

15. MANAGEMENT

Due to Demise of Late Mr. Dinesh Nandwana, he ceased to be a Chairman & Managing Director of the company w.e.f. January 31, 2025, and Mr. Sanjay Nandwana is appointed as Managing Director of the company w.e.f.

March 27, 2025. During the year Dr. Nishikant Kishanrao

Hayatnagarkar is appointed as Executive Director of the company w.e.f. December 04, 2024, and designated as chairman of the company w.e.f. March 27, 2025.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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- 1 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 https://vlegovernance.in/policies-and-disclosure.html.

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

17. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board and Board Meetings

The Companys Board has an optimal combination of executive, non-executive and independent directors (including one women independent director) who bring to the table the right mix of knowledge, skills and expertise. The Board met at least once in each quarter and 9 meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act and SEBI (LODR) Regulations, 2015.

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the board of directors has carried out Board Evaluation i.e. evaluation of the performance of: (i) Board as a whole and (ii) individual directors (including independent directors). The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Non- Independent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting. The evaluation has been done as per the process laid in the "Policy for Evaluation of performance of the Board of Directors of VL E-Governance & IT Solutions Limited (herein after referred to as "Charter") adopted by the Board.

AUDIT COMMITTEE

The Board has a well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (LODR) Regulations, 2015. Two third of the members, including the Chairman of the Audit Committee are Independent.

During the year under review, the Board has accepted all the recommendations of the Audit Committee. The Company Secretary of the Company acts as Secretary of the Committee.

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

NOMINATION AND REMUNERATION AND COMPENSATION COMMITTEE

The Company has constituted Nomination and

Remuneration and Compensation Committee as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. The Board has framed a Nomination and Remuneration and

Compensation Policy including the fixation of criteria for selection and appointment of Directors, Key Managerial

Personnel and Senior Management Personnel. The Policy is also uploaded on the web-site of the Company at https://vlegovernance.in/policies-and-disclosure.html and same has been annexed herewith as "Annexure-2". The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 the Company has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company.

Based on the recommendation of the CSR Committee, in respect of unspent CSR amount, the board has identified following projects as Ongoing Project which are :

• Eradication of hunger and malnutrition, promoting education, healthcare Policy relating to Corporate Social Responsibility is available on the website of the company at https:// vlegovernance.in/policies-and-disclosure.html and the same is enclosed as Annexed- 3 forming part of this report

The CSR Committee comprises of following:

1. Sanjay Nandwana - Chairman

2. Nishikant Kishanrao - Member Hayatnagarkar

3. Tanu Surendra Shukla - Member

Further, the disclosures as required under Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed to this Report in "Annexure-4".

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015, the Company has constituted Stakeholders Relationship Committee. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there have been the following changes in the composition of the Board of Directors and Key Managerial Personnel:

Sr. No.	Name	Appointment/ Resignation	Date of Appointment and resignation	Designation
1.	Nilesh Champalal Wadode	Appointment	01-06-2024	Company Secretary & Compliance Officer
2.	Nishikant Kishanrao Hayatnagarkar*	Appoinment	04-12-2024	Executive Director
3.	Hari Mohan	Appointment	04-12-2024	Independent Director
4.	Amit Keval Sabarwal	Resignation	04-12-2024	Non-Executive & Non-Independent Director
5.	Sanjeevkumar Tarachand Bohra	Resignation	04-12-2024	Independent Director
6.	Anoop Kumar Agrawal	Appointment	10-12-2024	Independent Director
7.	Chandra Kailash Vishwakarma	Appointment	10-12-2024	Independent Director
8.	Yogesh Dnyandeo Kharate	Resignation	11-12-2024	Non-Executive & Non-Independent Director
9.	Vishal Chalia	Resignation	11-12-2024	Independent Director
10.	Dinesh Nandwana	Deceased	31-01-2025	Chairman & Managing Director
11.	Sanjay Nandwana	Appointment	27-03-2025	Managing Director

* Dr. Nishikant Kishanrao Hayatnagarkar has been designated as Chairman of the company w.e.f. March 27, 2025. As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

19. DIRECTORS RESPONSIBILITY STATEMENT

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors state that: a) in the preparation of the Annual Accounts, the applicable Accounting Standards read with requirement set out in schedule III to the Act have been followed and that no material departures have been made from the same; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the Profit and Loss of the Company for that period; c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

20. VIGIL MECHANISM AND WHISTLEBLOWER 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 https://vlegovernance.in/policies-and-disclosure.html .

21. DETAILS OF POLICY DEVELOPED AND

IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The company is exposed to various financial risks such as credit risk, liquidity risk, interest rate risk etc. The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. The risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. The said policy is available on the website of the company https:// vlegovernance.in/policies-and-disclosure.html .

22. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Companies Policies relating to director appointment and payment of remuneration and criteria for determining qualifications, positive attributes, independence of directors and other matters are uploaded on the website of the company https://vlegovernance.in/policies-and-disclosure.html.

23. DISCLOSURES RELATED TO REMUNERATION AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as "Annexure -5".

24. A STATEMENT ON DECLARATION UNDER SUB-SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013 AND REGULATION 16 (1)(b) OF SEBI (LODR) REGULATIONS, 2015

All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.

25. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems are designed to ensure sound management of your Companys operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance.

The Statutory Auditors of the Company have audited the financial statements included in this annual report have issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

26. AUDITORS

STATUTORY AUDITORS

M/s. B K G & ASSOCIATES, Chartered Accountants

(Firm Registration No.114852W) were appointed as the Statutory Auditors of the Company at the Seventh Annual General Meeting held on 12th June 2023 for a period of 5 years i.e. w.e.f. June 12, 2023 until the conclusion of Twelfth Annual General Meeting.

The Auditors Report for FY 2024-25 does not contain any qualifications, reservations, adverse remarks.

COST AUDITORS

Cost audit is not applicable to the company for the FY 2024-25 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of Companies Act,2013 and the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014, the company has appointed Mehul Raval, Practicing Company Secretaries (Mem No.: ACS-18300) to undertake the secretarial audit of the company. The report on the secretarial audit in prescribed form MR-3 is annexed in this annual report as Annexure – 6.

There is no qualifications, reservations, observations or adverse remarks in the report issued by the Secretarial Auditor.

In addition to the Secretarial Audit Report MR-3 and pursuant to SEBI circular dated 8th February 2019; a report on secretarial compliance (Regulation 24A of SEBI (LODR) Regulations, 2015) by Mehul Raval, COP NO:

24170, for the financial year with stock exchanges. There were no qualifications, reservations or adverse remarks in this report.

INTERNAL AUDITOR:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations.

As per provision of section 138 of the Companies Act, 2013, every listed company is required to appoint an internal auditor to conduct internal audit and the functions of the company. The internal audit is entrusted to V

K Asawa and Associates Chartered Accountant Firm,

Mumbai (FRN – 143338W). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes. Auditor plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

27. REPORTING OF FRAUD BY AUDITORS

The Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act,2013

28. EXTRACT OF ANNUAL RETURN

The Annual Return (MGT-7) of the Company as on March 31, 2025, would be available on the Companys website and can be accessed at https://vlegovernance.in/.

29. DISCLOSURE OF ACCOUNTING TREATMENT

Applicable accounting standard as prescribed from time to time under section 133 of the Companies Act, 2013, read with Companies (Accounting Standards) Rules,

2016, have been followed in preparation of the financial statements of the company as at March 31, 2025.

30. 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 233,145 equity shares have been transferred by the Company to the Investor Education and Protection Fund Authority during the financial year 2023-24. Details of shares transferred have been uploaded on the website of IEPF.

31. 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.

32. DISCLOSURE UNDER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 2024-25, no complaints on sexual harassment were received.

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

We hereby state and confirm that, the Company has constituted an internal complain 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.

Compliance under the Maternity Benefit Act, 1961:

The Company affirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, including but not limited to: a. Grant of maternity leave to eligible employees, b. Provision for nursing breaks, and c. Ensuring protection against dismissal during maternity leave and other associated entitlements

33. OTHER STATUTORY DISCLOSURES

The Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

Significant or material order passed by any regulators or courts or tribunals against the Company impacting the going concern status and Companys operations in future

• Issue of sweat equity shares or equity shares with differential rights as to dividend, voting or otherwise;

• Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees;

• Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;

Instance of one-time settlement with any financial

Institution; and

• Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act.

34. ANNEXURES FORMING PART OF THIS REPORT

Annexure Particulars

Annexure-1 AOC-2- Disclosures on Related Party Transactions Annexure-2 Nomination and Remuneration and Compensation Policy Annexure-3 Corporate Social Responsibility (CSR) Policy Annexure-4 Disclosures as required under Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 Annexure-5 Disclosures relating to remuneration and other details as required under Section 197(12) of the Act Annexure-6 MR-3

35. CAUTIONARY STATEMENT

Statements in this Board of directors report and management discussion and analysis describing the companys objectives, projections, estimates, expectations/predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual reserves could defer from those expressed or implied.

36. ACKNOWLEDGEMENTS

Your directors take this opportunity to thank the employees, customers, vendors, investors of the Company and the communities in which the Company operates. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The Board looks forward to their continued support and understanding in the years to come.

	On behalf of the Board of Directors
	For VL E-Governance & IT Solutions Limited
	Nishikant Kishanrao Hayatnagarkar
Place: Mumbai	Chairman & Executive Director
Date: 02.08.2025	(DIN: 00062638)