Vardhan Capital & Finance Ltd has announced the appointment of Ms. Deepali Jain as Company Secretary and Compliance Officer, effective 11th August, 2026. The appointment was approved by the Board of Directors at their meeting held on Tuesday, 11th August, 2026, and has been disclosed to BSE Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Appointment Details

The key particulars of the appointment, as disclosed under Regulation 30 of SEBI (LODR) Regulations, 2015, are as follows:

Profile of the Appointee

Ms. Deepali Jain is an associate member of the Institute of Company Secretaries of India (ICSI), holding Membership No. ACS-42654. She has exposure to corporate secretarial compliances, including matters under the Companies Act, 2013 and SEBI Regulations. She has provided her consent to act as Company Secretary (KMP) and Compliance Officer pursuant to the provisions of Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Compliance

The intimation has been submitted to BSE Limited in accordance with the disclosure requirements under Regulation 30 of SEBI (LODR) Regulations, 2015. The announcement was signed by Ramesh Vardhan, Director (DIN: 00207488), on behalf of Vardhan Capital and Finance Limited.

Vardhan Capital & Finance Limited reported a net loss of ₹3.14 lakh for the quarter ended June 30, 2026, widening from the ₹2.20 lakh loss recorded in the full year ended March 31, 2026. The Board of Directors approved the unaudited standalone financial results during a meeting held on August 11, 2026. While the company generated minimal income of ₹0.37 lakh primarily from dividends, it faced significant scrutiny from its statutory auditors regarding liquidity constraints and the recoverability of related-party loans.

The financial results were filed pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. JMT & Associates, the statutory auditors, issued a limited review report with an unmodified opinion but included a critical "Emphasis of Matter" paragraph. This section highlighted that the company has not paid statutory dues of approximately ₹2.23 crore, outstanding for periods exceeding six months across financial years 2021-22 to 2024-25. Additionally, auditors noted outstanding loans and advances of approximately ₹6.43 crore granted to related parties and others, on which interest accrual has been discontinued without any impairment or Expected Credit Loss (ECL) provision.

Financial Performance Overview

The company’s revenue stream remains negligible, with interest income dropping to zero in Q1FY26 compared to ₹4.63 lakh in the corresponding period of FY25. Total income for the quarter stood at ₹0.37 lakh, derived entirely from dividend income. Operating expenses remained low at ₹3.51 lakh, driven by other expenses, as employee benefits and finance costs were nil for the period. Consequently, the loss before tax was ₹3.14 lakh, translating to an earnings per share (EPS) of -₹0.07, down from -₹0.05 in the previous year.

Auditor Concerns and Liquidity Risks

The most material aspect of the filing is the auditor’s emphasis on ongoing liquidity issues. JMT & Associates stated that the company is facing temporary liquidity challenges, which have led to delays in paying statutory dues. Management claims these issues will be resolved soon, asserting that all loans and advances are "good and recoverable in full" and that there is no going concern issue. However, the auditors noted that the recoverability of the ₹6.43 crore in outstanding loans remains subject to uncertainty, as management has not recognized any impairment losses despite discontinuing interest accruals.

Furthermore, the company is in the process of regularizing its returns with the Reserve Bank of India (RBI) and complying with NBFC Master Directions. The auditors noted that in the absence of current status documentation, they could not quantify potential interest, penalties, or other dues dependent on final demand notices from regulatory authorities. Despite these caveats, the audit report was not modified.

What the Numbers Show

The divergence between management’s assertion of full recoverability and the auditors’ explicit warning about uncertainty highlights a significant governance risk. With total assets standing at ₹11.49 crore and borrowings at ₹1.83 crore, the company’s balance sheet appears leveraged against illiquid assets. The cessation of interest income suggests a halt in active lending operations or a freeze in portfolio performance. Investors should monitor the regularization of RBI compliance and the settlement plan for related-party loans, as these factors directly impact the validity of the current asset valuations.