Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

VLS Finance Limited

Meeting Details

The 39th Annual General Meeting was held on Tuesday, 29th September 2026 at 3:30 p.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The meeting was conducted remotely without physical attendance.

Shareholder Participation

  • Total number of shareholders on record date: 23,464
  • Shareholders present in meeting either in person or through proxy: 0 (both Promoters and Public)
  • Shareholders attended through Video Conferencing: 64
  • Promoters and Promoter Group: 2 (including 2 Corporate Members through Authorised Representative)
  • Public: 62 (including 3 Corporate Members through Authorised Representative)

Proposed Resolutions and Voting Outcomes

Six resolutions were proposed and all were passed:

1. Adoption of Audited Financial Statements (Ordinary Resolution)

  • Total votes cast: 14,196,459 (45.2424% of outstanding shares)
  • Votes in favor: 14,196,422 (99.9997%)
  • Votes against: 37 (0.0003%)
  • Promoter voting: 13,794,206 votes (77.9693% of promoter holdings)
  • Institutional public: 372,358 votes (92.1961% of institutional holdings)
  • Non-institutional public: 29,895 votes (0.2251% of non-institutional holdings)

2. Final Dividend Approval (Ordinary Resolution)

  • Final dividend: ₹1.50 per equity share for FY ended March 31, 2026
  • Total votes cast: 14,210,448 (45.2870% of outstanding shares)
  • Votes in favor: 14,210,411 (99.9997%)
  • Votes against: 37 (0.0003%)
  • Institutional public participation increased to 95.6598% of their holdings

3. Re-appointment of Director (Ordinary Resolution)

  • Appointment of Shri Keshav Tandan (DIN: 10450801) who retired by rotation
  • Total votes cast: 14,210,448 (45.2870% of outstanding shares)
  • Votes in favor: 14,163,230 (99.6677%)
  • Votes against: 47,218 (0.3323%)
  • Notable opposition from institutions: 47,181 against votes (12.2121% of institutional votes cast)

4. Appointment of Non-Executive Director (Special Resolution)

  • Appointment of Shri Dinesh Kumar Mehrotra (DIN: 00142711) as Non-Executive Non-Independent Director
  • Total votes cast: 14,210,448 (45.2870% of outstanding shares)
  • Votes in favor: 14,081,322 (99.0913%)
  • Votes against: 129,126 (0.9087%)
  • Significant institutional opposition: 129,089 against votes (33.4127% of institutional votes cast)

5. Revision of Managing Director Remuneration (Special Resolution)

  • Revision in remuneration of Shri Suresh Kumar Agarwal (DIN: 00106763), Managing Director
  • Total votes cast: 14,210,448 (45.2870% of outstanding shares)
  • Votes in favor: 14,210,411 (99.9997%)
  • Votes against: 37 (0.0003%)

6. Revision of CFO Remuneration (Special Resolution)

  • Revision in remuneration of Shri Kishan Kumar Soni (DIN: 00106037), Director-Finance & CFO
  • Total votes cast: 14,210,448 (45.2870% of outstanding shares)
  • Votes in favor: 14,210,411 (99.9997%)
  • Votes against: 37 (0.0003%)

Voting Process and Methods

The voting was conducted through two methods:

1. Remote E-voting: Available from 9:00 AM on Saturday, 26th September 2026 to 5:00 PM on Monday, 28th September 2026 through NSDL

2. E-voting at AGM: Conducted during the meeting on 29th September 2026, available until 15 minutes after conclusion (meeting ended at 4:17 PM)

Voting rights were reckoned based on paid-up value of shares registered as on Friday, 18th September 2026 (cut-off date).

Scrutinizer's Role and Findings

Ashutosh Aggarwal of A Aggarwal and Associates Company Secretaries was appointed as scrutinizer. Key findings:

  • E-voting results were unblocked on September 29, 2026 at approximately 4:55 PM in presence of two witnesses
  • No invalid or defective votes were found
  • All resolutions secured requisite majority as per Companies Act, 2013
  • The scrutinizer maintained all voting records electronically and manually

Compliance Confirmation

The document confirms compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Additional Information

The company's registered office is at Ground Floor, 90, Okhla Industrial Estate, Phase III, New Delhi-110020. The document was also submitted to National Stock Exchange of India Ltd. and Calcutta Stock Exchange Association Ltd.