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.

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.