VARDHAN CAPITAL & FINANCE LIMITED

Meeting Details

The 32nd Annual General Meeting will be held on Thursday, 17th September, 2026 at 11:00 AM IST at the Registered Office of the Company at 113 Commerce House, 140 N.M. Marg, Fort, Mumbai - 400 001.

Agenda Items

Ordinary Business:

1. To receive, consider and adopt the Audited Balance Sheet and the Profit & Loss Account together with the Reports of the Directors and Auditors thereon for the Financial Year ended 31st March, 2026.

2. To appoint a Director in place of Mr. Rajesh Babulal Vardhan who retires by rotation and being eligible has offered himself for re-appointment.

Special Business:

3. To re-appoint Mr. Vishal Ramesh Vardhan (DIN: 03043125) as Managing Director of the Company for a period of 3 years with effect from 17th December, 2025 to 17th December, 2028.

  • Remuneration Terms:
  • Basic Salary: Up to ₹5,00,000 per annum
  • Perquisites:
  • Reimbursement of gas, electricity, water, furnishing expenses
  • Medical expenses reimbursement for self and family
  • Leave Travel Concession for self and family once annually
  • Club fees for maximum two clubs (including life membership fees)
  • Personal Accident Insurance premium not exceeding ₹10,000 per annum
  • Car with driver for company business and telephone at residence
  • Other perquisites and allowances up to ₹50,000 per annum
  • Reimbursement of expenses incurred on behalf of the Company
  • Appointment terminable by Company with two months' written notice
  • No sitting fees for board meetings
  • Minimum remuneration payable even in case of loss or inadequacy of profits, subject to Schedule V limits

4. To appoint Mrs. Sonam Dipesh Vardhan (DIN: 11450748) as an Executive Director of the Company, liable to retire by rotation. She was appointed as Additional Director on 17th December, 2025.

5. To appoint Ms. Saroj Rathod (DIN: 09718657) as a Non-Executive Independent Director for a term of 5 years from 17th September, 2026 to 16th September, 2031, not liable to retire by rotation.

6. To appoint Mr. Shailesh Jogani (DIN: 06644699) as a Non-Executive Independent Director for a term of 5 years from 17th September, 2026 to 16th September, 2031, not liable to retire by rotation.

Director Background Information

Mr. Vishal Ramesh Vardhan (DIN: 03043125)

  • Date of Birth: 09/07/1988 (38 years)
  • Qualification: MBA from Babson College, Boston
  • Experience: 14+ years in real estate and construction
  • Previous remuneration: ₹1,20,000
  • Holds directorships in 12 other companies including Vardhman Concrete Limited, Diwali Developers Private Limited, etc.
  • Son of Mr. Ramesh Vardhan (Director)

Mrs. Sonam Dipesh Vardhan (DIN: 11450748)

  • Date of Birth: 31/12/1988 (37 years)
  • Qualification: Post Graduate
  • Experience: 10+ years in Accounts Management and Administration
  • Wife of Mr. Dipesh Vardhan
  • No other directorships

Ms. Saroj Rathod (DIN: 09718657)

  • Date of Birth: 02/07/1980 (46 years)
  • Qualification: B.Tech
  • Experience: 10+ years in Human Resource and Management
  • Member of Stakeholder's Relationship Committee and Audit Committee at Vardhman Concrete Limited
  • No relationship with other directors

Mr. Shailesh Jogani (DIN: 06644699)

  • Date of Birth: 16/09/1970 (56 years)
  • Qualification: Commerce Graduate
  • Experience: Vast cross-functional experience in industry
  • Director of Vardhman Developers Limited
  • No relationship with other directors

Financial Performance Context (From Explanatory Statement)

The explanatory statement provides financial performance data for context to the Managing Director appointment:

  • 2024-25: Sales and Other Income: ₹40,11,476; Net Profit Before Tax: (₹8,70,094); Net Profit After Tax: (₹11,15,655)
  • 2023-24: Sales and Other Income: ₹5,68,30,503; Net Profit Before Tax: ₹19,63,492; Net Profit After Tax: (₹54,55,508)
  • 2022-23: Sales and Other Income: ₹10,00,13,923; Net Profit Before Tax: ₹56,91,103; Net Profit After Tax: ₹40,46,643

Voting Arrangements

  • Remote e-voting period: 14th September, 2026 (9:00 AM) to 16th September, 2026 (5:00 PM)
  • Cut-off date for voting eligibility: Thursday, 10th September, 2026
  • Scrutinizer: M/s Rachana Maru Furia & Associates, Practicing Company Secretaries
  • Voting rights: One vote for every one share held
  • Physical proxy forms must be deposited at Registered Office 48 hours before meeting

Shareholder Services Information

  • Registrar & Share Transfer Agent: Link Intime India Private Limited (for physical shares), Purva Share Registry (India) Private Limited (for electronic connectivity)
  • Shareholders requested to update email IDs with Depository Participants for electronic communication
  • SEBI mandate: Listed companies to issue securities in dematerialized form only