Shareholders meeting

September 7, 2026 Listing Department, BSE Ltd., Corporate Relation Department, P.J. Towers, Dalal Street, Fort, Mumbai — 400 001 Serip Code: 511333 Sub: Notice of the 39" Annual General Meeting along with the Annual Report of the Company for the Financial Year 2025-26. Dear Sir/Madam, In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find attached Notice of 39" Annual General Meeting (FAGM™) along-with Annual Report of the Company for the Financial Year 2025-26. The AGM is scheduled to be held on 29/09/2026 at 3:30 p.m. through Video Conference (“VC) / Other Audio Visual Means (“OAVM”). You are requested to take it on record. The requisite filing of aforesaid through XBRL mode is being made separately. Kindly acknowledge the receipt. Thanking you, For VLS Finance Limited H. Consul T Company Secretary |\* M. No. A11183 A\ Encl: As above Copyto: 1) The National Stock Exchange of India Ltd., Exchange Scrip Code: Plaza, 5" Floor Plot No. C/I, G-Block, Bandra Kurla VZSFINANCE Complex, Bandra (E), Mumbai-400051 2) The Calcutta Stock Exchange Association. Ltd., 7, 032019 Lyons Range, Kolkata- 700 001 VLS FINANCE LIMITED Regd. Office: - Ground Floor, 90, Okhla Industrial Estate, Phase-III, New Delhi-110020 CIN: L65910DL1986PLC023129, E-mail: vls@vlsfinance.com, Website: www.vlsfinance.com Ph: 011-4665 6666 NOTICE of 39th Annual General Meeting (“AGM”) NOTICE is hereby given that the 39th Annual General Meeting of the Members of VLS FINANCE LIMITED will be held on Tuesday, 29th September 2026 at 3.30 P.M. through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) to transact the following business: ORDINARY BUSINESS: Item no. 1 – Adoption of financial statements To receive, consider and adopt the audited financial statements of the Company both standalone and the consolidated financial statements for the financial year ended March 31, 2026 and the reports of the Board of Directors (“the Board”) and Auditors thereon. Item no. 2 – Declaration of dividend To approve a Final dividend of Rs. 1.50 per equity share for the financial year ended March 31, 2026. Item no. 3: To appoint a Director in place of Shri Keshav Tandan - (DIN: 10450801) who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: Item no. 4: To consider and if thought fit, to pass the following resolution with or without modification(s) for appointment of Shri Dinesh Kumar Mehrotra (DIN: 00142711) as a Non–Executive Non -Independent Director of the Company as a Special Resolution: “RESOLVED THAT Shri Dinesh Kumar Mehrotra (DIN: 00142711) aged about 73 years, who was appointed as an Additional Director by the Board of Directors concurring to the recommendation of Nomination and Remuneration Committee, in the category of Non-Executive, Non-Independent Director of the Company w.e.f. 11/08/2026 in terms of Section 161(1) read with Section 149, 152, 178 of the Companies Act, 2013 and other applicable regulations and in respect of whom, a notice under Section 160 of the Act, has been received from a member proposing his candidature for the office of Director, be and is hereby appointed as Director in the category of Non-Executive, Non-Independent Director, liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds and things as may be considered necessary to give effect to aforesaid resolution including delegation of requisite power to any person(s) or committee of Board with power to further delegate to one or more officer(s) /Person.” Item no. 5: To approve revision in remuneration of Shri Suresh Kumar Agarwal (DIN: 00106763) - Managing Director of the Company. To consider and if thought fit, to pass the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 197, 203 read with Schedule V of the Companies Act, 2013 as amended and other applicable laws, subject to such approvals, permission and sanctions, if any, as may be required, the consent of the Company be and is hereby accorded to the revision in remuneration of Shri Suresh Kumar Agarwal (DIN: 00106763) - Managing Director of the Company and the revised remuneration package of Shri Suresh Kumar Agarwal – Managing Director shall be as under: a. Salary Basic salary of Rs. 4,35,900/- (Rupees Four Lacs Thirty Five Thousand Nine Hundred Only) per Month. b. Perquisites In addition to the aforesaid salary, the Managing Director will be entitled to the following Perquisites: i. HRA/ Leased Accommodation: Rs. 1,27,641/- (Rupees One Lac Twenty Seven Thousand Six Hundred Forty One Only) per Month. VLS FINANCE LIMITED ii. Leave Travel Concession: For the Managing Director and his family incurred not exceeding Rs. 24,000/- (Rupees Twenty Four Thousand only) per annum as per rules of the Company. iii. Reimbursement of expenses for Books and Periodicals upto Rs. 6,570/- (Rupees Six Thousand Five Hundred Seventy only) per Month. iv. Reimbursement of secretarial services upto Rs.19,000/- (Rupees Nineteen Thousand only) per Month. v. Reimbursement of expenses for Business Promotion upto Rs. 8,500/- (Rupees Eight Thousand Five Hundred only) per Month. vi. Provident Fund, Gratuity payable, entitlement & encashment of leave, bonus and other benefits as per rules of the Company. vii. Facility of Chauffeur driven car for use on Company’s business as per rules of the Company. viii. Facility of Telephones or provision of similar equipment/facilities for official purpose will be free & not to be considered as perquisites except that the charges for personal long distance calls will be billed by Company to the Managing Director as per rules of the Company. Explanation: ‘Family’ for the purpose of this clause means Family as defined in Income Tax Act or other applicable regulation(s) from time to time subject to rules of the Company. c. Sitting Fees:- The Managing Director shall not be paid any sitting fees for attending the meeting of the Board of Directors or Committee thereof from the date of his appointment. All other terms and conditions of service as contained in the agreement dated 27/05/2025 entered into between the Company and the Managing Director will remain unchanged. RESOLVED FURTHER THAT the aforesaid revision in remuneration shall be effective from 1st April, 2026, for residual period of appointment of Managing Director unless enhanced during the intervening period, in accordance with applicable provisions of Companies Act, 2013 and/or other law(s), for the time being in force. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to vary and/or revise upwards the remuneration of the Managing Director within the permissible limits under the provisions of the Companies Act, 2013 or any statutory amendment/modification thereof, from time to time, to take all necessary steps in this regard in order to comply with all the legal, procedural and other formalities to settle any question or difficulty in connection therewith or incidental thereto and to do all such things, deeds and acts including delegation of powers herein to any person/committee as may be deemed necessary or expedient for giving effect to said revision and in case it is required to obtain the consent of Company in this regard, to the end and intent, then it shall be deemed to have been accorded expressly by authority of this resolution.” Item no. 6: To approve revision in remuneration of Shri Kishan Kumar Soni (DIN: 00106037) –Director-Finance & CFO of the Company. To consider and if thought fit, to pass the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 197, 203 read with Schedule V of the Companies Act, 2013 as amended and other applicable laws, subject to such approvals, permissions and sanctions, if any, as may be required, the consent of the Company be and is hereby accorded to the rev [Showing first 8,000 characters — download PDF for full document]