Vardhman Capital Board Sees Major Reshuffle

Vardhan Capital & Finance Limited has announced a comprehensive restructuring of its board of directors following a meeting held on December 17, 2025. The changes involve both resignations and new appointments, significantly altering the company's leadership composition.

Board Departures

Two independent directors have stepped down from their positions:

Director Details	Information
Ms. Saroj Rathod	DIN-09718657, Non-Executive Independent Director
Mr. Shailesh Jogani	DIN-06644699, Non-Executive Independent Director
Reason for Resignation	Unable to continue and devote time to the company
Effective Date	December 17, 2025

Both directors confirmed in their resignation letters that there are no material reasons for their departure other than those mentioned.

New Board Appointments

The company has appointed five new directors to strengthen its board composition:

Independent Directors

Director	Ms. Nupoor Aman Sinha	Ms. Atisha Bhupendra Modi
DIN	07970650	Not specified
Position	Additional Independent Director	Additional Non-Executive Independent Director
Experience	Vast experience in the industry	Good expertise in the industry
Relationship	Not related to existing directors/KMP	Not related to existing directors/KMP

Executive Directors

Three new executive directors from the Vardhan family have been appointed:

Director	Mr. Vishal Vardhan	Mrs. Sonam Vardhan	Mr. Shrithik Vardhan
DIN	03043125	Not specified	08155218
Position	Additional Executive Director	Additional Executive Director	Additional Executive Director
Experience	Vast experience in Finance	Vast experience in Finance field	Vast experience in Finance field
Relationship	Son of Mr. Ramesh Babulal Vardhan	Daughter-in-law of Mr. Ramesh Babulal Vardhan	Nephew of Ramesh Babulal Vardhan

Meeting Details and Tenure

The board meeting commenced at 12:00 noon and concluded at 4:00 PM on December 17, 2025. All newly appointed directors will hold office with immediate effect until the ensuing Annual General Meeting of the company.

The appointments were made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the disclosure was signed by Ramesh Vardhan, Director (DIN-00207488).

Regulatory Compliance

The company has fulfilled all disclosure requirements under the SEBI regulations, providing detailed information about each director's background, relationships, and qualifications. The changes reflect the company's strategic approach to board composition while maintaining regulatory compliance and governance standards.

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Vardhan Capital & Finance Limited (VCFL) has reported financial results for the quarter ended September 30, 2025, revealing a net loss and ongoing liquidity challenges. The company's performance indicates a shift from profit to loss compared to the same period last year, along with concerns about outstanding statutory dues and regulatory compliance.

Financial Performance

VCFL reported a net loss of Rs. 1.52 lakhs for the quarter ended September 30, 2025, a significant downturn from the profit of Rs. 2.70 lakhs recorded in the corresponding quarter of the previous year. This decline in performance is reflected in the company's financial statements and has raised concerns about its current financial health.

Key Financial Metrics

The company's financial results for Q2 FY2025 reveal the following key metrics:

Particulars	Q2 FY2025 (Rs. in Lakhs)	Q2 FY2024 (Rs. in Lakhs)
Total Income	9.80	9.60
Total Expenses	10.42	9.55
Profit/(Loss) before Tax	(0.62)	0.05
Net Profit/(Loss)	(0.62)	(0.76)

Liquidity Concerns and Regulatory Compliance

The company is facing significant liquidity issues, as highlighted in the limited review report. Key points include:

Outstanding statutory dues of over Rs. 2.23 crores, pending for more than six months.
Ongoing process to regularize returns with the Reserve Bank of India (RBI).
Efforts to ensure compliance with regulatory bodies.

Management's Perspective

According to the management representation, VCFL considers these liquidity issues to be temporary. The company maintains that:

All loans and advances are recoverable in full.
There are no concerns regarding the company's status as a going concern.
No material provisions are required in the books with respect to non-compliances that could impact financial results and position.

Balance Sheet Overview

As of September 30, 2025, VCFL's balance sheet shows:

Particulars	Amount (Rs. in Lakhs)
Total Assets	1,395.71
Total Equity	774.90
Total Liabilities	620.81

Auditor's Observations

The independent auditors, JMT & Associates, have emphasized the liquidity issues in their limited review report. While they have not modified their report based on these matters, they have highlighted the company's challenges in meeting statutory obligations and regulatory compliance.

Investors and stakeholders are advised to monitor the company's progress in addressing these financial and regulatory challenges. The management's ability to resolve the liquidity issues and regularize compliance will be crucial for Vardhan Capital & Finance's future performance and stability.