Shareholders meeting

VLEG/C&L/2026 27/15 1st September, 2026 BSE Limited, National Stock Exchange of India Limited, Department of Corporate Relationship Department of Corporate Relationship Phiroze Jeejeebhoy Towers, Exchange Plaza, C 1, Block G, Dalal Street, Fort, Bandra Kurla Complex, Bandra (East), Mumbai – 400001 Mumbai – 400051 BSE Scrip Code: 543958 NSE Symbol: VLEGOV Sub: Notice of 10th Annual General Meeting (“AGM”) of the Company Dear Sir/Madam, Please find enclosed herewith the Notice of 10th AGM of VL E- Governance & IT Solutions Limited scheduled to be held on Thursday, 24th September 2026, at 4:00 P.M. IST through Video Conferencing (“VC”) / Other Audio- Visual Means (“OAVM”), in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. Also, the MCA and SEBI have dispensed with the printing of annual reports and dispatch the hard copy of the same to shareholders. Accordingly, Notice of 10th AGM along with Annual Report 2025- 26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories as on Friday, 28th August, 2026. The Notice of AGM and Annual Report 2025- 26 are also available on websites www.vlegovernance.in/annual financial report.html , www.bseindia.com and www.nseindia.com . The details of e voting, required under Rule 20 of the Companies (Management and Administration) Rules, 2014, are given hereunder: 1. Date of sending electronic copy of Annual Report along with Notice of AGM: Tuesday, 1st September, 2026 2. Date and time of commencement of e- Voting: Monday, 21st September, 2026 at 09:00 A.M. 3. Date and time of end of e- Voting: Wednesday, 23rd September, 2026 at 05:00 P.M. 4. e- Voting shall not be allowed beyond 05:00 P.M. (IST) on 23rd September, 2026. This is submitted pursuant to Regulation 30 read with Para A, Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. We hereby request you to take the above information on record. Thanking You, Yours Sincerely, For VL E Governance & IT Solutions Limited Parth Solanki Company Secretary Encl.: As above Overview MD&A Statutory Reports Financial Reports Notice NOTICE OF 10th ANNUAL GENERAL MEETING NOTICE is hereby given that the 10th (Tenth) Annual General thereof, for the time being in force], the Company’s Meeting (“AGM”) of the Members of VL E-Governance & IT Policy on Related Party Transactions and subject to Solutions Limited will be held on Thursday, 24th September, such approval(s), consent(s), permission(s) as may be 2026 at 04:00 P.M. through Video Conferencing (“VC”) / necessary from time to time and basis the approval Other Audio Visual Means (“OAVM”) to transact the following and recommendation of the Audit Committee and the business: Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to enter/continue ORDINARY BUSINESS: to enter into Material Related Party Transaction(s)/ 1. Adoption of the audited standalone financial statement Contract(s)/ Arrangement(s)/Agreement(s) (whether of the company for the financial year ended 31st March, by way of an individual transaction or transaction taken 2026 and the reports of the board of directors and together or series of transactions or otherwise) with auditors thereon Vakrangee Limited, a related party pursuant to Section 2(76) of the Act and Regulation 2(1)(zb) of the SEBI To consider and if thought fit, to pass, the following Listing Regulations, during financial year 2026-27, for an resolution, as an Ordinary Resolution: aggregate value not exceeding `50 crore, on such material “ RESOLVED THAT the audited standalone financial terms and conditions as detailed in the explanatory statement of the Company for the Financial Year ended statement to this Resolution and as may be mutually 31st March, 2026 and the reports of the Board of Directors agreed between the related party and the Company, and Auditors thereon, as circulated to the Members, be provided that the said Transaction(s)/ Contract(s)/ and are hereby considered and adopted. Arrangement(s)/Agreement(s) shall be carried out in the ordinary course of business and at arm’s length basis.” 2. Appointment of Mr. Sanjay Nandwana (DIN: 03565954) as a Managing Director liable to retire by rotation “ RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which To consider and if thought fit, to pass, the following term shall be deemed to include the Audit Committee of resolution, as an Ordinary Resolution: the Company and any duly constituted/to be constituted “RESOLVED THAT pursuant to the provisions of Section Committee of Directors thereof to exercise its powers 152 and other applicable provisions of the Companies including powers conferred under this resolution) be Act, 2013, and Rules made thereunder (including any and is hereby authorized to do all such acts, deeds, statutory modification(s), amendment(s), clarification(s), matters and things as it may deem fit at its absolute substitution(s) or re-enactment(s) thereof for the time discretion and to take all such steps as may be required being in force), Mr. Sanjay Nandwana (DIN: 03565954), in this connection including finalizing and executing who retires by rotation at this meeting, be and is hereby necessary contract(s), scheme(s), agreement(s) and appointed as a Managing Director of the Company.” such other documents as may be required, seeking all necessary approvals to give effect to this resolution, SPECIAL BUSINESS: for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that 3. Approval of Material Related Party Transactions of the may arise and to take all such decisions from powers Company with Vakrangee Limited herein conferred to, without being required to seek To consider and if thought fit, to pass, with or without further consent or approval of the Members and that the modification(s), the following resolution as an Ordinary Members shall be deemed to have given their approval Resolution: thereto expressly by the authority of this resolution.” “ RESOLVED THAT pursuant to the Regulations 2(1)(zc), “ RESOLVED FURTHER THAT the Board be and is hereby 23(4) and other applicable Regulations of the Securities authorised to delegate all or any of the powers herein and Exchange Board of India (Listing Obligations and conferred to any Director(s) or Chief Financial Officer or Disclosure Requirements) Regulations, 2015 (“SEBI Company Secretary or any other Officer(s)/Authorised Listing Regulations”), as amended from time to time, Representative(s) of the Company, to do all such acts the applicable provisions of the Companies Act, 2013 and take such steps, as may be considered necessary or (“Act”) read with Rules made thereunder, other applicable expedient, to give effect to the aforesaid resolution(s).” laws/statutory provisions, if any [including any statutory modification(s) or amendment(s) or re-enactment(s) VL E-Governance & IT Solutions Ltd. Annual Report 2025-26 1 “RESOLVED FURTHER THAT all actions taken by the restriction on account of first come first served basis. Board in connection with any matter referred to or 4. The attendance of the Members attending the EGM/ contemplated in this resolution, be and are hereby AGM through VC/OAVM will be counted for the purpose approved, ratified and confirmed in all respects.” of reckoning the quorum under Section 103 of the Companies Act, 2013. 5. Pursuant to the provisions of Section 108 of the By order of the Board of Directors, Companies Act, 2013 read with Rule 20 of the Companies For VL E-Governance & IT Solutions Limited (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as Parth Solanki amended), and [Showing first 8,000 characters — download PDF for full document]