VL E-Governance & IT Solutions Ltd

VL E-Governance & IT Solutions Limited: Trading window closed from 1 October 2026 until 48 hours after the declaration of Un-Audited Financial Results for the quarter and half year ended 30 September 2026

AGM details

• Date, time, mode: 24 September 2026 at 4:00 PM via VC/OAVM.
• Book closure: 18 September 2026 to 24 September 2026 (inclusive).
• Record date: 17 September 2026; shareholders on record: 134,642.
• Attendance: 34 shareholders total (2 promoter group, 32 public).
• Voting mode: remote e-voting and e-voting at AGM.

Resolutions put to vote

• Resolution 1 (Ordinary): Adoption of Audited Standalone Financial Statements for FY ended 31 March 2026.
• Resolution 2 (Ordinary): Appointment of Sanjay Nandwana as Managing Director, liable to retirement by rotation.
• Resolution 3 (Ordinary): Approval of material related party transactions with Vakrangee Limited.
• Promoter interest: No for Res 1 and Res 2; Yes for Res 3.

Voting results

• Outcome not disclosed in excerpt; Scrutinizer's report attached in Annexure II.

AGM details

• AGM held on 24 September 2026 at 4:00 PM via VC/OAVM.
• Remote e-voting from 21 Sep 2026 9:00 AM to 23 Sep 2026 5:00 PM IST.
• AGM ended at 4:16 PM with a 15-minute post-meeting e-voting window.

Resolutions

• Ordinary: adoption of Audited Standalone Financial Statements and accompanying reports.
• Ordinary: appointment of Sanjay Nandwana as Managing Director, retire-by-rotation.
• Ordinary: approval of material related party transaction with Vakrangee Limited.

Voting results

• Voting results not disclosed in this filing; will be submitted separately.

Financial highlights

• Revenue from operations ₹1,715.43 lakh in FY2026.
• Total income ₹1,766.01 lakh in FY2026.
• EBITDA stood at ₹(96.66) lakh in FY2026.
• Profit after tax ₹(113.07) lakh in FY2026.
• Basic EPS ₹(0.10) for FY2026.
• Net worth ₹4,456.61 lakh as at 31 March 2026.
• Cash and cash equivalents ₹203.82 lakh as at 31 March 2026.
• Debt-free with zero borrowings at year-end.
• Total assets ₹4,719.82 lakh as at 31 March 2026.

Capital structure & liquidity

• Debt-free balance sheet; no borrowings at year-end.
• Operating cash flow ₹31.99 lakh in FY2026.
• Investing cash flow ₹22.22 lakh in FY2026.
• Financing cash flow nil in FY2026.
• End-year cash ₹203.82 lakh.
• Total assets ₹4,719.82 lakh; liabilities ₹263.21 lakh.

Strategic developments

• Sankalp Industrial Smart City EPC partner; Phase I ₹800 crore EPC value.
• Phases II/III expansion across 1,466 acres planned.
• Binding term sheet for 40% stake in HAL-Edgewood Technologies (HETL).
• Exploring renewable energy and EV charging adjacencies.
• Zero debt enables disciplined opportunity selection.

Dividend & capital allocation

• Dividend not recommended for FY2025-26.
• Capital allocation prioritises liquidity and milestone-based contracting.
• No share buybacks during the year.

Governance & leadership

• Leadership refreshed; strengthened governance framework.
• Parth Solanki appointed Company Secretary on 31 Oct 2025.
• Nilesh Wadode ceased as Company Secretary on 4 Aug 2025.
• Statutory auditor: M/s B K G & Associates; unmodified opinion.
• Board comprised six directors; four independent; one woman director.
• Four board meetings held in FY2025-26.

Audit & risk disclosures

• Independent auditor issued unmodified opinion.
• GST litigation contingent liability ₹34,074.79 lakh disclosed.
• No material fraud; going concern basis adopted.
• Robust internal controls; active Risk Management Committee.
• Related party transactions disclosed; no material concerns.

CSR & ESG

• CSR expenditure in FY2025-26: Nil; unspent ₹96.71 lakh.
• CSR policy and committee disclosed on company website.
• CSR focus areas include hunger, health, education and environment.

Outlook & roadmap

• Three-horizon strategy: stabilise, win, scale with disciplined gates.
• Focus on e-governance; adjacencies pursued selectively.
• Progress measured by qualified pipeline and cash conversion.

Book closure details

• Book closure period: September 18, 2026 to September 24, 2026, both days inclusive.
• Purpose: for the issuer's 10th Annual General Meeting.
• AGM date: September 24, 2026, at 4:00 PM IST, via VC/OAVM.
• Security: equity shares.

AGM Details

• Date and time: 24 September 2026, 04:00 PM IST.
• Mode: VC/OAVM for AGM.
• E-voting window: 21 Sep 2026 09:00 to 23 Sep 2026 17:00.
• Register of Members and Share Transfer Books closed 18–24 September 2026.
• Notice and Annual Report sent electronically; available on company and exchange websites.

Resolutions

• Adopt audited standalone financial statements for the year and reports of Board and auditors.
• Appoint Sanjay Nandwana as Managing Director; retirement by rotation.
• Approve material related party transactions with Vakrangee Limited up to ₹50 crore for 2026-27.

Material RPT with Vakrangee

• Counterparty: Vakrangee Limited; relationship: common promoters.
• Nature: B2B services; ordinary course; arm's length.
• Aggregate value: up to ₹50 crore for FY2026-27.
• Approval: subject to Audit Committee and shareholder approvals.

Issue Overview

• Type: preferential issue of warrants convertible into equity issued to non-promoter category.
• Original issue size revised downward due to undersubscription.
• Warrants subscribed: upfront portion paid for a substantial block of warrants.
• Equity shares issued to non-promoter investors on conversion.
• Objects include e-governance projects, expansion, working capital, repayment of unsecured loans, strategic investment, and GCP.
• Board approved cost revision for objects; extension for utilization approved.
• Material viability risk due to undersubscription and delayed receipts; conversion timing may impact outcomes.
• Promoter stake dilution possible after warrant conversion; share price volatility noted.

Utilisation of Proceeds

• Utilisation is reported with delays; one tranche delayed; extension granted for utilization.
• e-Governance projects: ongoing with some idle funds.
• Expansion of business: ongoing with substantial unutilised funds.
• Repayment of unsecured loans/creditors: ongoing; majority utilized; some idle.
• Strategic investment: not yet utilized; ongoing status.
• Working capital: ongoing; some funds used for operating expenses; balance idle.
• General corporate purpose: partially utilized; remaining funds idle.
• Unutilised funds held in fixed deposits and mutual funds; monitoring account balance present.

Governance and Compliance

• All required approvals for revised cost allocations and utilization extensions obtained via board resolutions.
• Material events: share price volatility and promoter stake dilution could affect objectives.
• Regulatory actions or other actions not indicated.
• Delay in implementation across objects noted; ongoing monitoring advisable.

General Corporate Purpose (GCP)

• GCP utilization: general corporate expenses; no separate board approval noted for allocation.
• Board approval and revision of cost impacted GCP allocations as part of object costs.

Key updates

• Q1 FY2026-27 Revenue from operations ₹64.9 lakhs; Total income ₹67.65 lakhs; QoQ declines.
• EBITDA loss ₹54.24 lakhs; PAT loss ₹57.36 lakhs; QoQ improvement.
• Debt-free; Net worth ₹4,456.61 lakhs; total funds ₹4,461.31 lakhs as FY2025-26.
• MoU signed May 2025 with Ekansh Concepts; VL to EPC Sankalp Smart City; ~₹800 crore contract.
• Phase I covers 494 acres at Mumbai-Nagpur Samruddhi Mahamarg and Delhi-Mumbai Expressway.
• Phase II expansion: 565 acres; Phase III: 901 acres.
• Binding Term Sheet to acquire 40% stake in HAL-Edgewood Technologies; deal at advanced stage.
• PM eDrive EV charging scheme: ₹10,900 crore outlay; up to 80% subsidies for upstream infra.
• Solar power projects via JV/consortium; entry into renewable energy sector.
• ULPIN rollout at 30% assigned; Aadhaar integration progress: 2.16% villages completed; 6.38 lakh remaining.

Financial results approved

• Unaudited standalone Q1 FY2026-27 results approved for quarter ended 30 June 2026.
• Limited Review Report issued with unmodified opinion.
• Audit Committee reviewed results; Board approved.
• Standalone results prepared under Ind AS 34; single segment.
• Previous year figures regrouped/recast for comparability.

Notes and regulatory/compliance

• Business falls under a single segment; no segmental report for the quarter.
• Figures prepared on standalone basis; Ind AS compliant.
• Regulatory disclosures under SEBI LODR Regulation 33 fulfilled.

Meeting Details

• Date: 10 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone financial results for quarter ended 30 June 2026.

Other Notes

• Trading window closure periods not specified in the filing.