VLS Finance Limited has successfully concluded its postal ballot process, announcing the voting results for resolutions proposed in the notice dated November 22, 2025. The company conducted the voting exclusively through remote e-voting, with the process running from December 31, 2025, at 9:00 AM IST to January 29, 2026, at 5:00 PM IST.

Voting Process and Timeline

The postal ballot was conducted in compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The record date for determining voting eligibility was set as December 12, 2025, with a total of 28,281 shareholders registered on that date. The company utilized NSDL's e-voting platform for the remote voting process, ensuring secure and transparent participation.

Resolution Outcomes

Out of four proposed resolutions, three were successfully passed with the requisite majority. Resolution No. 1, concerning the appointment of Shri Gaurav Goel as Independent Director, was withdrawn by the company following his resignation on January 19, 2026, due to personal commitments and preoccupations.

The three approved resolutions focused on revising the remuneration packages of key management personnel:

Resolution 2: Managing Director Remuneration Revision

The revision in remuneration of Shri Suresh Kumar Agarwal (DIN: 00106763), Managing Director, was passed as a Special Resolution with overwhelming support.

Resolution 3: Director-Finance & CFO Remuneration Revision

The revision in remuneration of Shri Kishan Kumar Soni (DIN: 00106037), Director-Finance & CFO, was also passed as a Special Resolution with similar voting patterns.

Resolution 4: Executive Director Remuneration Revision

The revision in remuneration of Shri Keshav Tandan (DIN: 10450801), Executive Director, was passed as an Ordinary Resolution with identical voting results as Resolution 3.

Scrutinizer's Report

Ashutosh Aggarwal of A Aggarwal and Associates served as the appointed scrutinizer for the postal ballot process. The scrutinizer's report, dated January 31, 2026, confirmed that all resolutions were passed with the requisite majority in accordance with the Companies Act, 2013. The report noted that there were no invalid or defective votes during the process.

The voting data was unblocked on January 30, 2026, at 12:43 PM in the presence of two independent witnesses, ensuring transparency and compliance with regulatory requirements. The electronic voting process was conducted through NSDL's secure platform, with all votes cast up to the closing time on January 29, 2026, being considered for the final tally.

Regulatory Compliance

VLS Finance Limited has fulfilled its obligations under various regulatory frameworks, including the Companies Act, 2013, and SEBI regulations. The voting results have been submitted to the stock exchanges where the company's shares are listed - NSE (VLSFINANCE), BSE (511333), and Calcutta Stock Exchange (032019). The results are also available on the company's website at www.vlsfinance.com for public access and transparency.

VLS Finance Limited has informed stock exchanges about the resignation of Shri Gaurav Goel (DIN: 00076111) from his position as Independent Director, effective January 19, 2026. The announcement was made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Resignation Details

The company disclosed that Goel's resignation was due to certain pre-occupation and other personal commitments. In his resignation letter, Goel confirmed that there are no other material reasons for his departure beyond those mentioned.

Regulatory Compliance

VLS Finance Limited has fulfilled its disclosure obligations by notifying the relevant stock exchanges, including BSE Limited (Scrip Code: 511333), National Stock Exchange of India Limited (Scrip Code: VLSFINANCE), and The Calcutta Stock Exchange Association Limited. The notification included the required annexures as per SEBI circular guidelines.

Director's Statement

In his resignation letter dated January 19, 2026, Goel expressed gratitude towards the Board members and management for their cooperation and support during his tenure. He wished the company continued success in all its endeavors and confirmed the absence of any other material reasons for his resignation.

Company Response

The resignation was accepted by the company, with Company Secretary H. Consul signing the official communication to stock exchanges. VLS Finance Limited has confirmed that Goel's cessation as Independent Director includes his departure from all other positions within the company. The company will complete all necessary intimations with stock exchanges and the Registrar of Companies as applicable.