Vardhan Capital & Finance concluded its 32nd Annual General Meeting on September 17, 2026. Shareholders approved the FY26 financials and five board appointments but voted against the re-appointment of one retiring director.

Mr. Ramesh Vardhan chaired the proceedings at the company’s registered office in Mumbai. Eleven members attended in person to establish a valid quorum, with no proxies present. The meeting commenced at 11:00 am and concluded at 1:00 pm. M/s Rachna Maru Furia & Associates served as the scrutinizer for the e-voting process.

Voting Results

The scrutinizer report, dated September 18, 2026, confirmed that all resolutions except one were passed with the requisite majority. A total of 15,50,300 votes were cast via poll, as no remote e-voting occurred during the period from September 14 to September 16, 2026.

Board Appointments

Shareholders voted to re-appoint Mr. Vishal Ramesh Vardhan as Managing Director and appointed Mrs. Sonam Dipesh Vardhan as an Executive Director. The board structure was further diversified with the appointment of two Non-Executive Independent Directors: Ms. Saroj Rathod and Mr. Shailesh Jogani.

However, in ordinary business matters, the resolution to re-appoint Mr. Rajesh Babulal Vardhan, who retired by rotation, was rejected. All 15,50,300 votes cast were against his re-appointment.

Meeting Details

The voting process involved a poll conducted for all six resolutions. The Chairman announced that the combined results of e-voting and the poll would be declared upon receipt of the Scrutinizer’s report and disseminated within the prescribed timeframe. Statutory registers were kept open for inspection throughout the two-hour session.

Vardhan Capital & Finance Limited has submitted its Annual Report for the financial year ended March 31, 2026, reporting a net loss of ₹2.20 lakh, a marked improvement from the ₹43.02 lakh loss recorded in FY25. The company has scheduled its 32nd Annual General Meeting (AGM) for Thursday, September 17, 2026, at its registered office in Mumbai to adopt the audited financial statements and approve key board appointments.

Financial Performance

The company’s total income stood at ₹33.54 lakh in FY26, compared to ₹4.27 lakh in FY25. Total expenses were ₹35.75 lakh, down from ₹48.43 lakh in the previous year. The profit before tax was a loss of ₹2.20 lakh, improving significantly from the ₹44.16 lakh loss in FY25. There was no tax expense recorded for FY26, whereas FY25 saw a tax provision of ₹1.14 lakh.

The improvement in the bottom line is driven by a substantial increase in income alongside a reduction in expenses. Interest income contributed ₹32.70 lakh to total income in FY26, down from ₹39.18 lakh in FY25. Dividend income remained stable at ₹0.84 lakh.

Board Appointments

The primary agenda for the AGM involves significant changes to the board composition. Shareholders will vote on the re-appointment of Mr. Vishal Ramesh Vardhan as Managing Director for a three-year term from December 17, 2025, to December 17, 2028. His proposed remuneration includes a basic salary of up to ₹5,00,000 per annum along with specified perquisites.

Additionally, the meeting will approve the appointment of Mrs. Sonam Dipesh Vardhan as an Executive Director liable to retire by rotation. Two Non-Executive Independent Directors are also up for appointment:

• Ms. Saroj Rathod
• Mr. Shailesh Jogani

Both independent directors will serve a five-year term from September 17, 2026, to September 16, 2031, and will not be liable to retire by rotation. The AGM will also see the re-appointment of Mr. Rajesh Babulal Vardhan, who retires by rotation.

Auditor Observations

The Independent Auditors’ Report includes an Emphasis of Matter regarding related-party loans and statutory dues. As of March 31, 2026, the company had outstanding loans and advances aggregating approximately ₹8.54 crore granted to related parties. The auditors noted that the recoverability of these balances remains subject to significant uncertainty due to prolonged delays in underlying projects. Additionally, the company has outstanding undisputed statutory dues of approximately ₹2.23 crore, primarily TDS on interest, which have remained unpaid for over six months.

Voting Process

Remote e-voting will be available from September 14, 2026, at 9:00 am to September 16, 2026, at 5:00 pm. Central Depository Services Limited (CDSL) is the authorized agency for e-voting. M/s Rachana Maru Furia & Associates has been appointed as the scrutinizer for the e-voting process.