డైరెక్టర్ల నివేదిక VL E-Governance & IT Solutions Ltd.

Mar 31, 2025

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 Company''s performance is summarized below:

FINANCIAL RESULTS

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

(In ''/- Lakhs)

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 Earnings Per Share	(2,51,703.25)	(16993.21)
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 loss of '' (762.91) Lakhs in previous year. The Profit after Tax for the year under review stood at a loss of
'' (2,51,703.25)/- lakhs as compared to loss of ('' 16993.21) Lakhs in the previous year.

2. GENERAL REVIEW OF STATE OF COMPANY''S 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 India''s 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 company''s 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 company''s 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 arm''s 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 Company''s 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 Hayatnagarkar	- Member
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.	Name	Appointment/	Date of	Designation
No.		Resignation	Appointment and resignation
1.	Nilesh Champalal Wadode	Appointment	01-06-2024	Company Secretary & Compliance Officer
2.	Nishikant Kishanrao Hayatnagarkar1	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

19. DIRECTOR''S 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 Company''s website and can be accessec
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. COMPANY’S POLICY RELATING TO DIRECTOR''S
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 Company''s
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 and
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 Auditor''s 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 2024-25 has been submitted
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 Company''s 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 1 43(1 2) of the Companies Act,201 3.

28. EXTRACT OF ANNUAL RETURN

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

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
Company''s operations in future

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

• 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 company''s 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)

1

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.

---

Mar 31, 2024

Your directors are pleased to present the 8^th Annual Report on the affairs of the Company together with the financial statement for the year ended March 31,2024.

1. Financial Results

The Company''s performance is summarized below:

('' in Lakhs)

Particulars	Year Ended March 31, 2024	Year Ended March 31,2023
Total Income	2245.25	73231.61
Profit(Loss) before Interest, Depreciation, Exceptional items and Tax	(762.91)	813.09
Less- Depreciation	0.09	0.06
Interest Cost	-	-
Exceptional Items	16230.15	-
Profit Before Taxes	(16993.15)	813.03
Less - Current Tax	-	224.33
Less - Deferred tax	0.06	0.08
Profit After Taxes	(16993.21)	588.62
Other Comprehensive Income/(Loss) net of tax	-	-
Total Comprehensive Income for the year	(16993.21)	588.62
Earnings Per Share Basic & Diluted	(16.04)	0.56

2. General Review of Company''s Operational and Financial Performance

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 an vast experience in delivering system integration and other IT/ITEs services for India''s 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.

The fiscal year 2024 has been marked by strategic realignment, reinforcing our financial stability, and setting a solid foundation for future business development and growth as during the year the company was undergoing re-structuring and re-vamping through building the management bandwidth in order to align its business strategy and internal processes along with its future growth roadmap. During the year, due to reason of re-strategizing the future of growth roadmap for the company, this has material impact on the financials of the company. The revenues from operations for the FY 2023-24 stands at '' 2,245.25 Lakhs as compared to '' 73,231.61 Lakhs in previous year. Profit before interest, depreciation, taxation and amortization stood at loss of '' 762.91/- Lakhs as compared to profit of '' 813.09 Lakhs in previous year. The Profit after Tax for the year under review stood at a loss of '' 16,993.21/- lakhs as compared to profit of ''588.62 Lakhs in the previous year.

Outlook

Despite the temporary halt in new project acquisitions and the pause on IT/ITES equipment trading, our financial position remains robust and our strong networth position ensures that we are well-prepared to seize upcoming opportunities and navigate future challenges with confidence. The company shall leverage this and plans to Bid for New upcoming large scale Government projects, thereby enabling strong future growth roadmap.

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

3. Update On Demerger

The honorable NCLT, Mumbai bench, vide its order dated May 19, 2023, have accorded its approval and duly sanctioned the scheme of arrangement for demerger of E-Governance & IT/ITES Business (Demerged undertaking) of Vakrangee Limited (Demerged company) into VL E-Governance & IT Solutions Limited (Resulting company) and respective shareholders ("Scheme”) which was effected from the appointed date i.e.

April 1,2021. The business of E-Governance & IT/ITES stands transferred to and vested in VL E-Governance & IT Solutions Limited as a going concern w.e.f. appointed date.

In accordance with section 230 to 232 of the Companies Act, 2013, the company filed the NCLT order with the Ministry of Corporate Affairs on May 26, 2023. Consequent to the filing, the scheme became effective from May 26, 2023.

Pursuant to the above scheme, shareholders of the demerged company received, in respect of every 10 (Ten) equity shares of the face value of '' 1/- each fully paid up held in the demerged company, 1 (One) new equity share of resulting company of the face value of '' 10 each fully paid up.

4. Dividend

Your Directors do not recommend dividend on the equity shares for the Financial Year ended March 31,2024..

5. Share Capital

As on March 31,2024, the authorized share capital of the company is '' 1,10,00,00,000 (One Hundred and Ten Crore Rupees Only) comprising of 11,00,00,000 (Eleven Crore) equity shares of '' 10/- each and the paid-up equity share capital of the Company as on March 31, 2024 is '' 1,05,95,13,290 (One Hundred and Five Crore Ninety-Five Lakhs Thirteen Thousand Two Hundred Ninety Rupees only) comprising of 10,59,51,329 ( Ten Crore Fifty Nine 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.

6. Change In Capital Structure Of The Company

The Company had an initial share capital of '' 12,00,00,000/- (Rupees Twelve Crore Only). Pursuant to order of NCLT and upon scheme becoming effective, original share capital of '' 12,00,00,000/- (Rupees Twelve

Crore Only) stands automatically cancelled and reinstated to '' 1,05,94,05,040/- (Rupees One Hundred and Five Crore Ninety-four lakhs Five Thousand and Forty only) by payment of applicable stamp duty and compliance of ROC formalities.

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 on March 31, 2024.

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 is 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 company''s nature of business during the FY 2023-24.

10. Subsidiaries, Joint Ventures and Associate Companies

The company does not have any subsidiary, associate and Joint Venture as on 31^st March 2024. During the year, no company has ceased to be subsidiary, associate and 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 Equipments with lates'' 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 service: 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 along with Certificate from the SARK and Associates LLP, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance is forming part of annual report.

15. Management

There is no change in management of the company during the year under review.

16. Particulars of Contracts or Arrangements with Related Parties

All the contracts/arrangements/Transactions entered during the financial year were on an Arm''s length basis and in the ordinary course of business. There were no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

During the year under review, all the related party transactions entered pursuant to Section 188 of the Companies Act, 2013 were in the ordinary course of business and on an arm''s length basis and hence disclosure in Form AOC-2 is not required and there were no materially significant transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

In accordance with the provisions of SEBI LODR 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 Company''s 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 2015, the board of directors has carried out Board Evaluation i.e. evaluation of the performance of: (i) the 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 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 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 2015. The Board has framed a Nomination and Remuneration and Compensation Policy including 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-1".

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

With respect to the ongoing projects, the Company, in compliance with section 135(5) and 135(6) of the Companies Act, 2013, has transferred an unspent CSR amount of '' 96.71 Lakhs within a period of thirty days from the end of the financial year to a special account to be opened by the company in that behalf for that financial year in a scheduled bank to be called the Unspent Corporate Social Responsibility Account.

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 Annexure-2 forming part of this report

CSR Committee comprises of following:

Name	Designation
1. Amit Keval Sabarwal	Chairman
2. Sanjeevkumar Tarachand Bohra	Member
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-3".

Stakeholders Relationship Committee

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR 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.

18. Directors and Key Managerial Personnel

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

Sr. No.	Name	Appointment/ Resignation	Date of Appointment and resignation	Designation
1.	Tanu Surendra Shukla	Appointment	08/06/2023	Independent Director
2.	Vishal Chalia	Appointment	08/06/2023	Independent Director
3.	Sanjeevkumar Tarachand Bohra	Appointment	08/06/2023	Independent Director
4.	Khushbu Mehta	Cessation	06/09/2023	Company Secretary & Compliance Officer
5.	Keval Bharat Vikmani	Appointment	03/10/2023	Company Secretary & Compliance Officer
6.	Keval Bharat Vikmani	Cessation	07/03/2024	Company Secretary & Compliance Officer

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.

Note:- Mr. Nilesh Champalal Wadode was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 1,2024.

19. Director''s 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 losses 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 Company''s 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 viz. 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. 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. Company''s Policy Relating To Director''s 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 -4".

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 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 Company''s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance.

The Statutory Auditors of the Company has audited the financial statements included in this annual report and has 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 12^th June 2023 for a period of 5 years i.e w.e.f June 12, 2023 until the conclusion of Twelfth Annual General Meeting to fill the casual vacancy cause by resignation of M/S. S.K. PATODIA, Chartered Accountants.

The Auditor''s Report does not contain any qualifications, reservations, adverse remarks.

Cost Auditors

Cost audit is not applicable to the company for the FY 2023-24 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 M/S SARK and Associates LLP, Practicing Company Secretaries (LLPIN: ACA-4736) 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-5".

There is no qualification, reservation and observation and 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 8^th February 2019; a report on secretarial compliance (Regulation 24A of SEBI LODR, 2015) by Sumit Khanna, COP NO: 9304, partner of M/S SARK and ASSOCIATES LLP for the financial year 2023-24 has been submitted with stock exchanges. There were no qualifications, reservations, 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 Company''s 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, 2024, would be available on the Company''s 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 31,2024.

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 2023-24, no complaints on sexual harassment were received.

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.

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 Company''s 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	Nomination and Remuneration and Compensation Policy
Annexure-2	Corporate Social Responsibility (CSR) Policy
Annexure-3	Disclosures as required under Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014
Annexure-4	Disclosures relating to remuneration and other details as required under Section 197(12) of the Act
Annexure-5	MR-3

35. Cautionary Statement

Statements in this Board of directors'' report and management discussion and analysis describing the company''s 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.

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

Sd/-

Dinesh Nandwana

Chairman & Managing Director DIN : 00062532

Place : Mumbai Date : August 12, 2024