VLS Finance Limited, a leading non-banking financial services company, has announced that a Board of Directors meeting and a meeting of Independent Directors will be held on Wednesday, 26 March 2025. The intimation was shared with the BSE Limited (BSE), National Stock Exchange of India Limited (NSE), and The Calcutta Stock Exchange Association Limited in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of Schedule IV of the Companies Act, 2013.

Intimation Details

The company has informed the exchanges that the Board of Directors meeting is being convened on shorter notice for the purpose of discussing various business matters of the company.

Additionally, a meeting of Independent Directors is scheduled on the same day to deliberate on matters required for compliance with:

• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Schedule IV of the Companies Act, 2013, which mandates the roles, responsibilities, and performance evaluation of Independent Directors.

Regulatory Compliance and Governance

The announcement was made in compliance with the relevant provisions of:

• Regulation 25 and Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Section 149 and Schedule IV of the Companies Act, 2013, which outlines the code of conduct for Independent Directors.

The company reiterated its commitment to corporate governance and maintaining the highest standards of compliance and transparency.

Key Agenda of the Board Meeting

The agenda of the Board of Directors meeting is expected to include:

• Review of business performance: Evaluation of operational and financial results for the preceding quarter.
• Strategic discussions: Consideration of new business initiatives and market strategies.
• Regulatory compliance review: Discussion on SEBI, RBI, and other regulatory updates.

Independent Directors Meeting: Compliance and Performance Review

The Independent Directors meeting will address key aspects related to:

• Evaluation of Board performance: As per Schedule IV of the Companies Act, 2013.
• Assessment of management and leadership: Reviewing the performance of the Board, Committees, and individual directors.
• Ensuring compliance with corporate governance norms: Discussing the adequacy of internal controls, risk management, and governance practices.

Stock Exchange Filings and Notifications

In line with Regulation 29(1) of SEBI (LODR) Regulations, 2015, the intimation has been submitted to:

1. BSE Limited (BSE) – Scrip Code: 511333.
2. National Stock Exchange of India Limited (NSE) – Scrip Symbol: VZLSFINANCE.
3. The Calcutta Stock Exchange Association Limited – Reference Code: 032019.

The company has requested the exchanges to take the information on record and acknowledge the same.

Compliance with Corporate Governance Norms

As per the provisions of Regulation 25 of SEBI (LODR) Regulations, 2015, Independent Directors are required to meet at least once a year without the presence of non-independent directors and members of management to:

• Review the performance of non-independent directors and the Board.
• Assess the quality, quantity, and timeliness of the flow of information between management and the Board.

VLS Finance Limited has consistently adhered to these requirements and ensured that all necessary governance standards are met.

Schedule IV of the Companies Act, 2013

The provisions under Schedule IV of the Companies Act, 2013 outline the Code for Independent Directors, which mandates:

• Guidelines for professional conduct.
• Roles and functions of Independent Directors.
• Duties, performance evaluation, and compliance with applicable laws.

The upcoming meeting will focus on ensuring that these compliance standards are met effectively.

Acknowledgement and Next Steps

VLS Finance Limited has requested the exchanges to take the above information on record. The outcome of the Board and Independent Directors meetings will be communicated to the exchanges as per the required guidelines.

Availability of Further Information

The disclosure is available for public reference on the company’s website and the official platforms of the respective stock exchanges.

Stakeholders and investors are advised to stay informed of further developments, which will be duly notified after the conclusion of the scheduled meetings on 26 March 2025.

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