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VL E-Governance & IT Solutions Limited Capital/Financing Update 2026
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Capital/Financing Update
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VL e-Governance & IT Solutions Limited
Vakrangee Corporate House, Plot No. 93, Road No. 16, Near MIDC - Andheri Metro Station, MIDC, Marol, Andheri (E), Mumbai - 400093, Maharashtra • INDIA
022 67765100 | [email protected]
www.vlegovernance.in | CIN: L74110MH2016PLC274618
VLEG/C&L/2026-27/4
14th May, 2026
To,
| BSE Limited,
Department of Corporate Relationship
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort,
Mumbai – 400001
BSE Scrip Code: 543958 | National Stock Exchange of India Limited,
Department of Corporate Relationship
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex, Bandra (East),
Mumbai – 400051
NSE Symbol: VLEGOV |
| --- | --- |
Sub: Monitoring Agency Report under Regulation 32 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
Pursuant to Regulation 32(6) of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with Regulation 173A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, we have enclosed herewith Monitoring Agency Report for the quarter ended 31st March, 2026, issued by Care Ratings Limited (“Monitoring Agency”), in respect of the utilization of proceeds raised through Preferential Issue by the Company.
We hereby request you to take the above information on record.
Thanking You,
Yours Sincerely,
For VL E- Governance & IT Solutions Limited
Parth Hitesh Solanki
Parth Solanki
Company Secretary
Membership No: A78034
Encl.: As above
Monitoring Agency Report
Careedge
No. CARE/HO/GEN/2026-27/1059
The Board of Directors
VL E-Governance & IT Solutions Limited
Plot No. 93, Vakrangee Corporate House,
Road No. 16, MIDC Marol,
Andheri (East), Mumbai,
Maharashtra, 400093
May 14, 2026
Dear Sir/Ma’am,
Monitoring Agency Report for the quarter ended March 31, 2026 - in relation to the Preferential Issue of VL E-Governance & IT Solutions Limited ("the Company")
We write in our capacity of Monitoring Agency for the Preferential Issue for the amount aggregating to Rs.400.99 crore of the company and refer to our duties cast under Regulation 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.
In this connection, we are enclosing the Monitoring Agency Report for the quarter ended March 31, 2026 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated 02/25/2024.
Request you to kindly take the same on records.
Thanking you,
Yours faithfully
Ashish A Kambli
Associate Director
[email protected]
Monitoring Agency Report
Careedge
Report of the Monitoring Agency
Name of the issuer: VL E-Governance & IT Solutions Limited
For quarter ended: March 31, 2026.
Name of the Monitoring Agency: CARE Ratings Limited
(a) Deviation from the objects: NIL
(b) Range of Deviation: NIL
Declaration:
We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.
The MA or its affiliates may have a credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.
We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title "Comments of the Board of Directors", that shall be captured by the Issuer's Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer's Management/Board.
Signature:
[Handwritten signature]
Name of the Authorized Signatory: Ashish A Kambli
Designation of Authorized person/Signing Authority: Associate Director
1
1) Issuer Details:
Name of issuer : VL E-Governance & IT Solutions Limited
Name of the promoter : Vakrangee Holdings Private Limited; NJD Capital Private Limited; Dinesh Nandwana; Dinesh Nandwana HUF
Industry/sector to which it belongs : IT - Software
2) Issue Details
Issue Period : 18 months from date of allotment
Type of issue (public/rights) : Share warrants issued to Non-Promoter Category
Type of specified securities : Warrants convertible into equity shares
IPO Grading, if any : Not applicable
Issue size (in crore) : Rs. 630 crore (Note 1)
Note 1:
The company offered 8,40,00,000 fully convertible share warrants, each convertible into 1 (One) Equity Share of face value of Rs. 10/- (Rupees ten Only) to the Non-Promoter group, on preferential basis, in one or more tranches, at an issue price of Rs 75/- (Rupees Seventy-five Only) each, for an aggregate amount of up to Rs.630 crore. Out of which subscription amount (25% of Rs.75) was received for 5,34,65,600 share warrants aggregating amount to Rs. 400.99 crore leading to undersubscription of the issue. Further, the company issued 25,00,000 equity shares to the two non-promoter investors who had also paid the balance 75% of the amount for conversion of warrants into equity shares aggregating to Rs.14.06 crore.
3) Details of the arrangement made to ensure the monitoring of the issue proceeds:
| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report | Comments of the Monitoring Agency | Comments of the Board of Directors |
|---|---|---|---|---|
| Whether all utilization is as per the disclosures in the Offer Document? | No | Chartered Accountant certificate*, Bank statements and Supporting invoices, Board Resolution$ | There is delay in utilization of funds as compared to timeline as per letter of offer for one tranche of ₹5.01 crore (to be utilized with 12 months of receipt of funds i.e. by January 15, 2026) of which ₹2.24 crore is still to be utilized as on March 31, 2026. The company has taken a board resolution dated February 07, 2026 for the extension of the same till January 16, 2027. The funds have been utilized in line with the objects during the quarter. | No comments received |
| Whether shareholder approval has been obtained in case of material deviations# from expenditures disclosed in the Offer | Not applicable | Not applicable | Not applicable | No comments received |
| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report | Comments of the Monitoring Agency | Comments of the Board of Directors |
|---|---|---|---|---|
| Document? | ||||
| Whether the means of finance for the disclosed objects of the issue have changed? | Yes | Chartered Accountant certificate*, Management Confirmation and Board Resolution @ | The issue size has reduced from ₹630.00 crore to ₹400.99 crore due to undersubscription. Board approval for revision in cost of objects has been received on March 19, 2025. | No comments received |
| Is there any major deviation observed over the earlier monitoring agency reports? | No | Previous Monitoring Agency Report | Not Applicable | No comments received |
| Whether all Government/statutory approvals related to the object(s) have been obtained? | Not applicable | Chartered Accountant certificate*, Management Confirmation | No comments | No comments received |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? | Not applicable | Chartered Accountant certificate*, Management Confirmation | No comments | No comments received |
| Are there any favorable/unfavorable events affecting the viability of these object(s)? | Yes | Stock Exchange Website | Undersubscription in the issue may affect the viability of the objects. 71.32% of subscribed warrant amount is yet to be received as on March 31, 2026. Considering share price being below the exercise price, the delay in the remaining subscription could impact on the viability of the object. | No comments received |
| Is there any other relevant information that may materially affect the decision making of the investors? | Yes | Financials of the company, Announcements on the exchange, Chartered Accountant Certificate* | Shareholding Pattern: Promoter's holding decreased from 33.16% (pre-preferential issue) to 23.24% (March 31, 2026), with a post-warrant conversion expected to fall to 15.81%. | |
| Share price volatility: The share price has been volatile and has declined 75% since the Preferential Issue Announcement and from its peak. The share price stood at ₹8.61 on March 30, 2026, which is lower than the warrant exercise price of ₹75. This may impact on the upcoming subscription / conversion of warrants. | No comments received |
*Chartered Accountant certificate from B K G & Associates dated April 24, 2026.
@Board Resolution dated March 19, 2025
$Board Resolution dated February 07, 2026
Where material deviation may be defined to mean:
a) Deviation in the objects or purposes for which the funds have been raised
b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.
3
4) Details of objects to be monitored:
(i) Cost of objects -
| Sr. No | Item Head | Source of information / certifications considered by Monitoring Agency for preparation of report | Original cost (as per the Offer Document) in Rs. Crore | Revised Cost in Rs. Crore& | Comments of the Monitoring Agency | Comments of the Board of Directors | |||
|---|---|---|---|---|---|---|---|---|---|
| Reason for cost revision | Proposed financing option | Particulars of firm arrangements made | |||||||
| 1 | Execution of Large-scale e-Governance projects | As per Notice of Postal Ballot^, Management Confirmation, Board Resolution for revision in cost of objects& and Chartered Accountant Certificate* | 50.00 | 30.00 | Undersubscription by the allottees and cost allocation between the cost of objects has been revised via board resolution dated March 19, 2025. | No comments received | No comments received | No comments received | |
| 2 | Expansion of business | 100.00 | 50.00 | ||||||
| 3 | Repayment of Unsecured Loans/Creditors | 70.00 | 70.00 | ||||||
| 4 | Strategic Investment | 150.00 | 75.00 | ||||||
| 5 | Working Capital for existing & new projects | 103.00 | 75.99 | ||||||
| 6 | General Corporate Purpose | 157.00 | 100.00 | ||||||
| TOTAL | 630.00 | 400.99 |
^ Sourced from page 18 of the postal ballot notice.
*Chartered Accountant certificate from B K G & Associates dated April 24, 2026.
&Revision in the cost of object is approved as per the board resolution dated March 19, 2025.
(ii) Progress in the objects -
| Sr. No | Item Head | Source of information / certifications considered by Monitoring Agency for preparation of report | Amount as proposed in the Offer Document in Rs. Crore | Revised cost in Rs. Crore# | Total amount raised till Q4FY26 in Rs. Crore | Amount utilised in Rs. Crore | Total unutilised amount in Rs. crore | Comments of the Board of Directors | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at beginning of the quarter in Rs. Crore | During the quarter in Rs. Crore | At the end of the quarter in Rs. Crore | Comments of the Monitoring Agency | Reasons for idle funds | Proposed course of action | |||||||
| 1 | Execution of Large-scale e-Governance projects | As per Postal Ballot Notice, Management Confirmation and CA Certificate* | 50.00 | 30.00 | 114.31 | 0.00 | 0.00 | 0.00 | 2.24 | No utilization during the quarter | No comments received | No comments received |
| Sr. No | Item Head | Source of information / certifications considered by Monitoring Agency for preparation of report | Amount as proposed in the Offer Document in Rs. Crore | Revised cost in Rs. Crore# | Total amount raised till Q4FY26 in Rs. Crore | Amount utilised in Rs. Crore | Total unutilised amount in Rs. crore | Comments of the Board of Directors | Proposed course of action | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at beginning of the quarter in Rs. Crore | During the quarter in Rs. Crore | At the end of the quarter in Rs. Crore | |||||||||
| 2 | Expansion of business | As per Postal Ballot Notice, Agreement with the counter party Management Confirmation and CA Certificate* | 100.00 | 50.00 | 40.00 | 0.00 | 40.00 | No utilization during the quarter | No comments received | ||
| 3 | Strategic Investment | As per Postal Ballot Notice, Management Confirmation and CA Certificate* | 150.00 | 75.00 | 0.00 | 0.00 | 0.00 | No utilization during the quarter | No comments received | ||
| 4 | Working Capital for existing & new projects | As per Postal Ballot Notice, Management Confirmation and CA Certificate* | 103.00 | 75.99 | 0.52 | 0.47 | 0.99 | Payment made towards general operating expenses of the company including professional fees, bank charges, salaries, etc | No comments received | ||
| 5 | Repayment of Unsecured Loans/ Creditors | Bank Statement, Management Confirmation and CA Certificate* | 70.00 | 70.00 | 67.21 | 0.00 | 67.21 | No utilization during the quarter | No comments received | ||
| 6 | General Corporate Purpose | Invoices and Challans$, Bank Statement, Management Confirmation and CA Certificate* | 157.00 | 100.00 | 3.87 | 0.00 | 3.87 | No utilization during the quarter | No comments received | ||
| Total | 630.00 | 400.99 | 114.31 | 111.60 | 0.47 | 112.07 | 2.24 |
The revision in the cost was due to under-subscription. The same was approved via board resolution dated March 19, 2025.
*Chartered Accountant certificate from B K G & Associates dated April 24, 2026.
$Invoices and Challans for the respective expenses.
(iii) Deployment of unutilized proceeds:
| Sr. No. | Type of instrument and name of the entity invested in | Amount invested (Rs in crore)* | Maturity date | Earning | Return on Investment (%) | Market Value at the end of quarter (Rs. In crore) |
|---|---|---|---|---|---|---|
| 1 | FDs with Union Bank of India | 1.00 | 21-04-2026 | - | 7.30% | 1.00 |
| 2 | FDs with Union Bank of India | 1.00 | 21-04-2026 | - | 7.30% | 1.00 |
| 3 | Investment in Mutual Funds@ | 0.23 | 0.23 | |||
| 4 | Monitoring Account with UBI# | 0.01 | - | - | - | 0.01 |
| TOTAL | 2.24 | 2.24 |
*Verified from FD receipts from Union Bank of India, dedicated monitoring account statement of Union Bank of India, Mutual fund holding statement and Chartered Accountant certificate from B K G & Associates dated April 24, 2026.
@Investment in Mutual funds is in line with the postal ballot and FORM PAS 4.
The balance as per the holding statement stood at ₹0.13 crore as on March 31, 2026 as the company sold units worth ₹0.10 crore on March 30, 2026. However, the same has been credited in the bank account on April 02, 2026. Hence, monitoring agency has considered the same under investment in mutual fund account and stated its balance as ₹0.23 crore as on March 31, 2026.
(iv) Delay in implementation of the object(s):
| Objects | Completion Date | Delay (no. of days/ months) | Comments of the Board of Directors | ||
|---|---|---|---|---|---|
| As per the offer document | Actual | Reason of delay | Proposed course of action | ||
| Execution of Large-scale e-Governance projects | To be utilized within 12 months from the receipt of the funds. | On going | Delay (Exact number of days of delay not ascertainable)* | No comments received | No comments received |
| Expansion of business | On going | Delay (Exact number of days of delay not ascertainable)* | No comments received | No comments received | |
| Repayment of Unsecured Loans/Creditors | On going | Delay (Exact number of days of delay not ascertainable)* | No comments received | No comments received | |
| Strategic Investment | On going | Delay (Exact number of days of delay not ascertainable)* | No comments received | No comments received | |
| Working Capital for existing & new projects | On going | Delay (Exact number of days of delay not ascertainable)* | No comments received | No comments received | |
| General Corporate Purpose | On going | Delay (Exact number of days of delay not ascertainable)* | No comments received | No comments received |
- The company has crossed the initial timelines for utilisation of funds as per the Letter of offer, however the timeline and the amount to be spend had been revised via board resolution dated February 07, 2026 till January 16, 2027.
The company has received total amount of Rs.114.31 crore till March 31, 2026 in multiple transactions. The details of receipt of funds and its utilization are as follows:
| Date | Amount (Rs in crore) | Completion Date for the tranche as per timeline mentioned in the offer document | Actual Completion date |
|---|---|---|---|
| 15-10-2024 | 9.38 | 14-10-2025 | January 17, 2025 |
| 16-10-2024 | 0.38 | 15-10-2025 | January 17, 2025 |
| 16-10-2024 | 0.09 | 15-10-2025 | January 17, 2025 |
| 17-10-2024 | 9.38 | 16-10-2025 | January 17, 2025 |
| 21-10-2024 | 0.38 | 20-10-2025 | January 17, 2025 |
| 24-10-2024 | 0.19 | 23-10-2025 | January 17, 2025 |
| 10-01-2025 | 0.94 | 09-01-2026 | January 17, 2025 |
| 10-01-2025 | 0.94 | 09-01-2026 | January 17, 2025 |
| 10-01-2025 | 1.87 | 09-01-2026 | January 17, 2025 |
| 10-01-2025 | 1.87 | 09-01-2026 | January 17, 2025 |
| 10-01-2025 | 0.01 | 09-01-2026 | January 17, 2025 |
| 10-01-2025 | 0.01 | 09-01-2026 | January 17, 2025 |
| 10-01-2025 | 0.94 | 09-01-2026 | January 17, 2025 |
| 10-01-2025 | 0.94 | 09-01-2026 | January 17, 2025 |
| 13-01-2025 | 7.59 | 12-01-2026 | January 17, 2025 |
| 13-01-2025 | 12.81 | 12-01-2026 | February 18, 2025 |
| 14-01-2025 | 2.87 | 13-01-2026 | February 18, 2025 |
| 14-01-2025 | 5.46 | 13-01-2026 | February 18, 2025 |
| 15-01-2025 | 3.28 | 14-01-2026 | February 18, 2025 |
| 15-01-2025 | 1.88 | 14-01-2026 | February 18, 2025 |
| 15-01-2025 | 9.38 | 14-01-2026 | June 02, 2025 |
| 16-01-2025 | 9.38 | 15-01-2026 | June 02, 2025 |
| 16-01-2025 | 9.38 | 15-01-2026 | June 02, 2025 |
| 16-01-2025 | 5.63 | 15-01-2026 | June 02, 2025 |
| 16-01-2025 | 5.01 | 15-01-2026 | June 02, 2025 |
| 16-01-2025 | 9.38 | 15-01-2026 | June 02, 2025 |
| 16-01-2025 | 5.01 | 15-01-2026* | ₹2.78 crore utilized till March 31, 2026 remaining ₹2.24 crore is ongoing |
| Total | 114.31 |
*The timeline and the amount to be spend had been revised via board resolution dated February 07, 2026 till January 16, 2027.
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:
| Sr. No | Item Head^ | Amount in Rs. Crore | Source of information / certifications considered by Monitoring Agency for preparation of report | Comments of Monitoring Agency | Comments of the Board of Directors |
|---|---|---|---|---|---|
| No utilization during the quarter | No comments received |
*Chartered Accountant certificate from B K G & Associates dated April 24, 2026.
^ Section from the offer document related to GCP:
"Up to 25% (twenty five percent) of the Issue Proceeds will be utilized for general corporate purposes, which includes, inter alia, meeting ongoing general corporate exigencies and contingencies, expenses of the Company as applicable in such a manner and proportion as may be decided by the Board from time to time, and/or any other general purposes as may be permissible under applicable laws"
Disclaimers to MA report:
a) This Report is prepared by CARE Ratings Limited (hereinafter referred to as "Monitoring Agency/MA"). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.
b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.
c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.
d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.
e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.