Monitoring Agency Report

VLEG/C&L/2026 27/14 12th August, 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: Monitoring Agency Report under Regulation 32 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Madam, Pursuant to Regulation 32(6) of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with Regulation 173A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, we have enclosed herewith Monitoring Agency Report for the quarter ended 30th June, 2026, issued by Care Ratings Limited (“Monitoring Agency”), in respect of the utilization of proceeds raised through Preferential Issue by the Company. 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 Monitoring Agency Report No. CARE/HO/GEN/2026-27/1140 The Board of Directors VL E-Governance & IT Solutions Limited Plot No. 93, Vakrangee Corporate House, Road No. 16, MIDC Marol, Andheri (East), Mumbai, Maharashtra, 400093 August 12, 2026 Dear Sir/Ma’am, Monitoring Agency Report for the quarter ended June 30, 2026 - in relation to the Preferential Issue of VL E-Governance & IT Solutions Limited (“the Company”) We write in our capacity of Monitoring Agency for the Preferential Issue for the amount aggregating to ₹400.99 crore of the company and refer to our duties cast under Regulation 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations. In this connection, we are enclosing the Monitoring Agency Report for the quarter ended June 30, 2026 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated February 25, 2024. Request you to kindly take the same on records. Thanking you, Yours faithfully Ashish A Kambli Associate Director Ashish.K@careedge.in Monitoring Agency Report Report of the Monitoring Agency Name of the issuer: VL E-Governance & IT Solutions Limited For quarter ended: June 30, 2026. Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: NIL (b) Range of Deviation: NIL Declaration: We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013. The MA or its affiliates may have a credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity. We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board. Signature: Name of the Authorized Signatory: Ashish A Kambli Designation of Authorized person/Signing Authority: Associate Director Monitoring Agency Report 1) Issuer Details: Name of issuer : VL E-Governance & IT Solutions Limited Name of the promoter : Vakrangee Holdings Private Limited; NJD Capital Private Limited; Dinesh Nandwana; Dinesh Nandwana HUF Industry/sector to which it belongs : IT - Software 2) Issue Details Issue Period : 18 months from date of allotment Type of issue (public/rights) : Share warrants issued to Non-Promoter Category Type of specified securities : Warrants convertible into equity shares IPO Grading, if any : Not applicable Issue size (in crore) : ₹ 630 crore (Note 1) Note 1: The company offered 8,40,00,000 fully convertible share warrants, each convertible into 1 (One) Equity Share of face value of ₹10/- (Rupees ten Only) to the Non-Promoter group, on preferential basis, in one or more tranches, at an issue price of ₹75/- (Rupees Seventy-five Only) each, for an aggregate amount of up to ₹630 crore. Out of which subscription amount (25% of ₹75) was received for 5,34,65,600 share warrants aggregating amount to ₹400.99 crore leading to undersubscription of the issue. Further, the company issued 25,00,000 equity shares to the two non-promoter investors who had also paid the balance 75% of the amount for conversion of warrants into equity shares aggregating to ₹14.06 crore. 3) Details of the arrangement made to ensure the monitoring of the issue proceeds: Source of information / Comments certifications considered Comments of the of the Particulars Reply by Monitoring Agency Monitoring Agency Board of for preparation of report Directors There is delay in utilization of funds as compared to timeline as per letter of offer for one tranche of ₹5.01 crore (to be utilized with 12 months of receipt of funds i.e. by January 15, 2026) of Chartered Accountant which ₹1.59 crore is still to be utilized as on June 30, 2026. The Whether all utilization is as per the certificate*, Bank No comments No company has taken extension approval for the utilization of net disclosures in the Offer Document? statements and Supporting received proceeds till January 16, 2027, through a board resolution dated invoices, Board Resolution$ February 07, 2026. The funds have been utilized in line with the objects during the quarter. Whether shareholder approval has been Not No comments Not applicable Not applicable obtained in case of material deviations# applicable received Monitoring Agency Report Source of information / Comments certifications considered Comments of the of the Particulars Reply by Monitoring Agency Monitoring Agency Board of for preparation of report Directors from expenditures disclosed in the Offer Document? Chartered Accountant Whether the means of finance for the The issue size has reduced from ₹630.00 crore to ₹400.99 crore certificate*, Management No comments disclosed objects of the issue have Yes due to undersubscription. Board approval for revision in cost of Confirmation and Board received changed? objects has been received on March 19, 2025. Resolution @ Is there any major deviation observed Previous Monitoring Agency No comments over the earlier monitoring agency No Not Applicable Report received reports? Whether all Government/statutory Chartered Accountant Not No comments approvals related to the object(s) ha [Showing first 8,000 characters — download PDF for full document]