Vardhan Capital & Finance Ltd

Vardhan Capital & Finance Ltd — Closure of Trading Window

AGM Details

• Date and venue: 17 September 2026 at registered office, Mumbai.
• Time: 11:00 AM to 1:00 PM.
• Mode: physical meeting at the registered office.

Resolutions and Outcomes

• Item 1 (Ord): Adopt Audited Balance Sheet and P&L; passed.
• Item 2 (Ord): Re-appointment by rotation; not passed.
• Item 3 (Special): Re-appoint Vishal Ramesh Vardhan as Managing Director; passed.
• Item 4 (Special): Appoint Sonam Dipesh Vardhan as Executive Director; passed.
• Item 5 (Special): Appoint Saroj Rathod as Non-Executive Independent Director; passed.
• Item 6 (Special): Appoint Shailesh Jogani as Non-Executive Independent Director; passed.

Director Changes

• Rajesh Babulal Vardhan retires by rotation; not re-appointed.
• Vishal Ramesh Vardhan re-appointed as Managing Director.
• Sonam Dipesh Vardhan appointed Executive Director.
• Saroj Rathod appointed Non-Executive Independent Director.
• Shailesh Jogani appointed Non-Executive Independent Director.

AGM Details

• Date and time: 17 September 2026 at 11:00 a.m.
• Mode: physical meeting at the registered office, Mumbai.
• Venue: 113, Commerce House, 140 N.M. Marg, Fort, Mumbai.
• Attendees: 11 members present; quorum established; no proxies.

Resolutions proposed

• Ordinary 1: Adopt Balance Sheet and P&L with directors' and auditors' reports for FY ending 31 March 2026.
• Ordinary 2: Reappoint Rajesh Babulal Vardhan retiring by rotation.
• Special 3: Re-appoint Vishal Ramesh Vardhan as Managing Director.
• Special 4: Appoint Sonam Dipesh Vardhan as Executive Director.
• Special 5: Appoint Saroj Rathod as Non-Executive Independent Director.
• Special 6: Appoint Shailesh Jogani as Non-Executive Independent Director.

Voting status

• Results pending; combined e-voting and poll to be declared after Scrutinizer Report.

Director changes

• Rajesh Babulal Vardhan retires by rotation; re-appointment sought.

Financial highlights

• Total income for year ended 31 Mar 2026: ₹33.54 lakh
• Net loss after tax: ₹2.20 lakh
• Earnings per share: ₹-0.05
• Cash flow from operations: ₹-0.16 lakh

Assets and liquidity

• Total assets: ₹1,373.16 lakh
• Cash and cash equivalents: ₹5.48 lakh
• Loans & advances: ₹854.52 lakh
• Investments: ₹226.61 lakh
• Borrowings (excl. debt securities): ₹361.38 lakh
• Total equity: ₹765.93 lakh

Capital structure

• Equity share capital: ₹434.86 lakh
• Promoter group holds 59.09% of equity
• Shares outstanding: 4,348,600

Governance and board matters

• Vishal R. Vardhan appointed MD for 3 years from 17 Dec 2025
• Sonam Dipesh Vardhan appointed Executive Director from 17 Dec 2025
• Saroj Rathod appointed Non-Executive Independent Director for 5 years from 17 Sept 2026
• Shailesh Jogani appointed Non-Executive Independent Director for 5 years from 17 Sept 2026
• 32nd AGM scheduled for 17 Sept 2026 at 11:00 AM
• Statutory auditors: M/s JMT & Associates; Secretarial auditors: M/s Priti J. Sheth & Associates

Regulatory, audit and compliance

• Auditors highlight related party loans and liquidity concerns
• Related party loans: ₹8.54 crore; impairment not recognized
• Outstanding statutory dues: ₹2.23 crore unpaid beyond six months
• NBFC RBI filings delayed; regularization underway
• Internal auditor not appointed; process initiated

Management discussion and risk

• Single segment: Finance and Investment and Allied Activities
• Management expects long-term growth; inflation and rate changes pose risks
• Liquidity constraints and related-party exposures are near-term concerns
• Management aims to strengthen internal controls and compliance monitoring

Book closure

• Book closure: 11 Sep 2026 to 17 Sep 2026 (inclusive) for AGM.
• Purpose: Annual General Meeting.
• AGM date: 17 Sep 2026.

Security

• Security: Equity shares.

agm details

• Date/time/mode: 17 September 2026, 11:00 AM, in-person at the Registered Office.
• E-voting cut-off date: 10 September 2026.

resolutions put to vote

• Adopt Audited Balance Sheet and P&L for FY2025-26 (Ordinary). Voting status not disclosed.
• Reappoint Rajesh Babulal Vardhan by rotation (Ordinary); eligible for re-appointment.
• Appoint Vishal Ramesh Vardhan as Managing Director (Special); 5-year term.
• Appoint Sonam Dipesh Vardhan as Executive Director (Ordinary).
• Appoint Saroj Rathod as Non-Executive Independent Director (Ordinary).
• Appoint Shailesh Jogani as Non-Executive Independent Director (Ordinary).

director changes

• Rajesh Babulal Vardhan retires by rotation; seeks re-appointment.
• Vishal Ramesh Vardhan appointed Managing Director; 5-year term.
• Remuneration proposed for MD: Basic up to Rs 5,00,000 per annum.
• Sonam Dipesh Vardhan appointed Executive Director.
• Saroj Rathod appointed Non-Executive Independent Director for 5-year term.
• Shailesh Jogani appointed Non-Executive Independent Director for 5-year term.

Appointment details

• Name and designation: Deepali Jain appointed as Company Secretary and Compliance Officer.
• Effective date of appointment: 11 August 2026.
• Reason for change: appointment.
• Brief profile: ACS-42654, associate member of ICSI, with corporate secretarial compliance experience.
• Disclosure of relationship with directors: none.
• KMP status: designated as Company Secretary and Compliance Officer.

Q1 FY27 results

• Unaudited standalone results for quarter ended 30 June 2026 approved.
• Revenue from operations for quarter ended 30 Jun 2026: Rs 4.63 lakh.
• Profit after tax for quarter ended 30 Jun 2026: Rs -3.14 lakh; EPS -0.07.
• Liquidity issues persist; statutory dues ~Rs 2.23 crore outstanding.
• Loans/advances to related parties ~Rs 6.43 crore; interest income discontinued.
• Balance sheet: total assets ~Rs 11.49 crore; equity ~Rs 7.34 crore; borrowings ~ Rs 1.83 crore.
• Limited Review report unmodified; emphasis on liquidity and RBI NBFC compliance status.

Key disclosures

• Un-Audited Financial Results for quarter ended 30 June 2026 with Limited Review Report approved.
• Appointment of Ms. Deepali Jain (Membership No. A-42654) as Company Secretary and Compliance Officer, effective 11 Aug 2026.

Meeting Details

• Board meeting 11 Aug 2026, 11:00 a.m., 113 Commerce House, Fort Mumbai, to approve unaudited Q1 2026 results.

Key Agenda Items

• Approve unaudited Q1 2026 financial results for quarter ended June 30, 2026.

Other Notes

• Notice of board meeting issued for unaudited Q1 2026 results.