Vardhan Capital & Finance reported a net loss of ₹2.20 lakh for the financial year ended March 31, 2026, narrowing from a loss of ₹11.16 lakh in the previous year. The Board of Directors approved the audited standalone financial results for the quarter and year ended March 31, 2026, at a meeting held on May 26, 2026. The statutory auditors, JMT & Associates, issued an unmodified opinion on the results but highlighted significant liquidity constraints and compliance issues.

Financial Performance

Total income for FY26 stood at ₹33.54 lakh, a decrease from ₹40.11 lakh in FY25. Total expenses reduced to ₹35.75 lakh from ₹48.82 lakh in the prior year. For the quarter ended March 31, 2026, the company reported a profit of ₹1.11 lakh compared to a loss of ₹12.90 lakh in the same period last year.

Auditor Observations

JMT & Associates drew attention to several material matters in their report. The company faces liquidity constraints resulting in non-payment of statutory dues amounting to approximately ₹2.23 crore, which remain outstanding for more than six months. Provisions towards potential non-compliance liabilities have not been accounted for due to inadequate information regarding assessed demands.

The auditors also noted that the company is in the process of regularizing its filings with the Reserve Bank of India (RBI) concerning NBFC compliances, with certain returns pending as of the signing date. Management represented that all loans and advances are considered good and fully recoverable, and that no material uncertainty exists regarding the company's ability to continue as a going concern.

Board Decisions

In addition to the financial results, the board appointed Priti J Sheth & Associates as the Secretarial Auditor for FY26. The meeting commenced at 11:00 a.m. and concluded at 5:30 p.m.

Vardhan Capital & Finance Limited has announced a significant restructuring of its Board of Directors with the simultaneous resignation of three key directors, effective from the close of business hours on April 15, 2026. The company disclosed this development in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, submitting comprehensive documentation to BSE Limited.

Board Composition Changes

The resignations affect both independent and non-independent director positions on the Board. All three departing directors submitted their resignation letters on the same date, indicating a coordinated departure from the company's leadership structure.

Reasons for Resignation

All three directors cited identical reasons for their departure from the Board. Each director stated their inability to continue and devote adequate time to the affairs of the company as the primary factor behind their decision to resign. The resignation letters were formally submitted to the Board of Directors at the company's registered office at 113 Commerce House, 140 N M Road Fort, Mumbai-400023.

The company has received formal confirmation from each departing director that there are no material reasons for their resignations other than those mentioned in their respective resignation letters. This disclosure aligns with regulatory requirements under SEBI guidelines.

Regulatory Compliance Framework

Vardhan Capital & Finance Limited has fulfilled its disclosure obligations under multiple regulatory frameworks:

The company confirmed that none of the departing directors hold directorship positions or committee memberships in any other listed entities. All three directors have resigned from both the Board and any committee positions they may have held within the company.

Documentation and Formal Process

The company has submitted comprehensive documentation to BSE Limited, including individual resignation letters from each director along with detailed regulatory disclosures. The resignation letters were formally received by the company on April 15, 2026, and bear the company's official stamp as acknowledgment of receipt.

Director Ramesh Vardhan (DIN: 00207488) signed the regulatory disclosure on behalf of the company, with digital signature authentication completed on April 15, 2026, at 16:11:50 +05'30'. The disclosure was addressed to the Listing Department of BSE Limited at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001.

Individual Resignation Summary

The formal resignation letters submitted by each director contain identical language regarding their inability to continue and devote time to the company. Each letter was addressed to the Board of Directors and received on April 15, 2026: