Vardhan Capital & Finance Ltd

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.

Dematerialisation processing and listing

• Dematerialisation requests received in the reporting quarter were confirmed to depositories (accepted/rejected).
• Securities dematerialised have been listed on exchanges where the earlier issued securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification; depository name substituted as registered owner.

Resignation of Directors

• Mr. Shrithik Dilip Vardhan resigned as Non-Executive, Non-Independent Director effective April 15, 2026
• Ms. Aatisha Bhupendra Modi resigned as Non-Executive, Independent Director effective April 15, 2026
• Ms. Nupoor Sinha resigned as Non-Executive, Independent Director effective April 15, 2026
• All resigned citing inability to devote adequate time to company affairs
• Each director confirmed no other material reasons for resignation beyond stated
• None of the resigning directors hold directorships or committee memberships in other listed entities
• No regulatory or shareholder approval mentioned as required for these resignations
• Resignations affect board composition by vacating three Non-Executive director positions

Director Resignations

• Mr. Shrithik Dilip Vardhan resigned as Non-Executive, Non-Independent Director effective April 15, 2026.
• Ms. Aatisha Bhupendra Modi resigned as Non-Executive, Independent Director effective April 15, 2026.
• Ms. Nupoor Sinha resigned as Non-Executive, Independent Director effective April 15, 2026.
• All resigned citing inability to devote adequate time to company affairs.
• No material reasons other than those stated were disclosed for resignations.
• None of the resigning directors hold directorships or committee memberships in other listed entities.