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)

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:

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:

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.

• 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

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.