Directors Report of Vardhan Capital & Finance Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 31^st Annual Report of the business and operations of your Company, along with the Audited Financial Statements, for the financial year ended March 31, 2025. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments during the Financial Year 01^st April, 2024 to 31s^t March 2025.

1. Summary of operations/results

The financial results of the Company for the year ended March 31, 2025 as compared to that of previous year are summarized as under:

(Amount in Lacs)
Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Total Income	4.27	2.69
(less) Expenses	48.43	133.14
Profit/(Loss) Before Income Tax	(44.16)	(130.45)
(less) Taxes	(1.14)	(1.11)
Net Profit/(Loss) after Tax	(43.02)	(129.33)

2. Company''s Affairs

During the financial year ended March 31, 2025, the Company has incurred a net loss of Rs 43.02 Lacs as against loss of Rs 129.33 Lacs incurred during the previous financial year ended March 31, 2024.

3. Transfer to general reserves

The Company has not transferred any amount to general reserves during the financial year ended March 31, 2025.

4. Transfer of Unclaimed / Unpaid Amount

The Company doesn''t have any unclaimed/unpaid amount to be transferred in accordance of the provisions of Section 125(2) of the Companies Act, 2013.

5. Dividend

The Board has not recommended any dividend for the year under review.

6. Change in the Nature of Business and Financial Position

There are no changes in the nature of business during the Financial Year 2024-25 and till the date of issue of this report.

7. Material Changes and Commitments

There are no material Changes and Commitments affecting the Financial Position of the Company from 01^st April, 2025 till the date of issue of this report.

8. Deposits

The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, hence there is no default of re-payment, and any unpaid / unclaimed deposits, as on March 31, 2025. Details of Inter Corporate borrowings are elaborated in note no. 7 of the attached financials.

9. Share Capital

There were no changes in the Share Capital of the Company during the financial year ended March 31, 2025.

A) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the financial year ended March 31, 2025.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the financial year ended March 31, 2025.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the financial year ended March 31, 2025.

10. Subsidiary, Associate and Joint Ventures Companies

The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act, 2013. The Company has not entered into any Joint Venture during the Financial Year ended March 31, 2025.

11. Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

The Composition of Board of the Company as on March 31, 2025 is as follows:

Sr No.	Name	DIN	Category
1	Mr. Akash Vardhan	03043186	Managing Director
2	Mr. Rajesh Vardhan	00199986	Non-Executive Director
3	Mr. Ramesh Vardhan	00207488	Non-Executive Director
4	Mr. Shailesh Jogani	06644699	Non-Executive Independent Director
5	Ms. Saroj Rathod	09718657	Non-Executive Independent Director
6	Ms. Sonam Vardhan	ACHPH7859M	Chief Financial Officer
7	Mr.Pinesh Vallabhdas Pokarne	AJQPP9936P	Company Secretary & Compliance Officer

During the financial year ended 31^st March, 2025 following changes took place in the composition of the Board:

Pursuant to the section 196 of the Companies Act, 2013, Mr. Akash Vardhan was reappointed as Managing Director of the Company in previous AGM dated Monday 29^th July, 2024 for a period of 3 years with effect from 29^th March, 2025 for a to 28^th March, 2028.

> Retirement by rotation

Pursuant to provisions of the Companies Act, 2013, Mr. Rajesh Vardhan (DIN: 00199986) retires by rotation at the ensuing 31^st Annual General Meeting of the Company and being eligible seeks reappointment.

13. Board Meetings

During the Financial Year 2024-25, the Board of Directors duly met 4 times on the following dates: 17^th May, 2024, 06^th Aug 2024, 19^th November, 2024, and 14^th February, 2025.

The maximum interval between two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

In the opinion of the Board, the Independent Directors appointed during the year possess appropriate balance of skills, experience and knowledge that enable the Board to discharge its functions and duties effectively.

The Board shall comment on proficiency once the independent directors appear for the online proficiency self-assessment test as applicable.

16. Familiarization programme for independent directors

All new independent directors appointed on the Board attended a familiarization programme. After appointment a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.

17. Performance Evaluation of the Board/ Committees and Independent Directors

The Board of Directors have evaluated the overall performance of the Board as a whole and also of each director individually including the Independent Director and found the same to be satisfactory.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The performance of the committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as composition of Committees, effectiveness of committee meetings, etc.

18. Independent Directors Meeting

During the year under review, the Independent Directors met once on 19^th November, 2024 inter alia, to discuss:

Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole taking into account the views of Executive and Non-Executive Directors.

Performance evaluation of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors and independent directors was done by the entire board, excluding the independent director being evaluated.

Evaluation of the quality, content and timelines of flow of information between the Management and the board that is necessary for the Board to effectively and reasonably perform its duties

19. Committees of the Board

Currently, the Board has five committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Risk Management Committee

5. Asset Liability Management Committee

The details of the committees of Board are as follows:

Audit Committee

The Audit Committee of Directors is constituted as per the provisions of Section 177 of the Companies Act, 2013. The Composition of Audit Committee along with dates of meeting and director''s attendance is as follows.

Name of the Member		Designation
Mr. Shailesh Jogani		Chairman
Ms. Saroj Rathod		Member
Mr. Rajesh Vardhan		Member
Audit Committee duly met 4 times during the F.Y 2024-25 on the following dates: 17th May, 2024, 06th Aug 2024, 19th November, 2024, and 14th February, 2025. Nomination & Remuneration Committee The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements of Section 178 of the Companies Act, 2013. The Composition of Nomination and Remuneration Committee is as follows. The Company''s policy on Directors'' appointment and remuneration including all other matters shall be available at the registered office of the Company for inspection.
	Name of the Director		Designation
	Mr. Shailesh Jogani		Chairman
	Mr. Rajesh Vardhan		Member
	Ms. Saroj Rathod		Member
The nomination and remuneration policy as required under Section 178 (3) of the Company is available on our website https:/ /www.vardhancapital.com Nomination & Remuneration Committee duly met twice during the F.Y 2024-25 on 06th Aug 2024 and 14th February, 2025. Stakeholders Relationship Committee Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors has constituted the Stakeholders Relationship Committee. The Composition of Stakeholders Relationship Committee is as follows:
Name of the Member				Designation
Mr. Shailesh Jogani				Chairman
Ms. Rajesh Vardhan				Member

Mr. Ramesh Vardhan	Member
Stakeholders Relationship Committee met once during the F.Y 2024-25 on 14th February, 2025. Asset Liability Management Committee (ALCO) The Board of Directors has constituted the ALCO Committee as required under RBI''s NBFC regulations. Composition of the same is as follows:
Name of the Member
Mr. Rajesh Vardhan
Mr. Shailesh Jogani
Ms. Saroj Rathod
Assets Liability Management Committee met once during the F.Y 2024-25 on 14th February, 2025. Risk Management Committee The Board of Directors has constituted the Risk Management Committee as required under RBI''s NBFC regulations. Composition of the same is as follows:
Name of the Member
Mr. Rajesh Vardhan
Ms. Saroj Rathod
Mr. Shailesh Jogani

Risk Mangement Committee met once during the F.Y 2024-25 on 14^th February, 2025.

20. Policy on Director''s appointment and remuneration

The current policy of the Company is to have an optimum combination of both executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management.

The policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.vardhancapital.com). There has been no change in the policy since the last financial year.

21. Particulars of transaction between the Company and the Non-Executive Directors

During the year under review the Company has not entered into any Transaction with its NonExecutive Director.

22. Management Discussion and Analysis

The Management Discussion and Analysis report forms integral part of this Annual Report.

23. Conservation of Energy and Technology Absorption

The information relating to conservation of energy and technology absorption by the Company is annexed to the report as "Annexure A".

24. Foreign Exchange Earnings and Outgo

There was no earning in Foreign Exchange nor was there any outflow during the year under review.

25. Extract of Annual Return

Annual return for the financial year 2024-25, once filed shall be available on the on the website of the Company https:/ /www.vardhancapital.com/

26. Corporate Governance

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, provide threshold for applicability of corporate governance rules. Your company does not exceed such threshold. Hence, provision of corporate governance is not applicable on your company.

27. Vigil Mechanism for Directors and Employees

The Company has a Vigil Mechanism policy to report genuine concerns or grievances as per the provisions of section 177 of the Companies Act, 2013 and regulation 22 of SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015.

28. Internal Financial Control and their Adequacy

The Company has internal financial control and risk mitigation system which is constantly assessed and strengthened. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

29. Risk Management Policy

The Board of Directors in consultation with the Audit Committee have framed a policy for management and mitigation of risk faced by the Company in its day to day operations, further the Board of Directors and the Senior Management of the Company have been entrusted with the responsibility of identification, development and implementation of the same across the organization.

30. Corporate Social Responsibility

The provisions of Section 135 with regards to Corporate Social Responsibility are not applicable to the Company.

31. Auditors'' Report

The Statements made by the Auditors in their report are self-explanatory and doesn''t require any comments by the Board of Directors.

32. Fraud Reported by Auditors

During the year under review, there have been no instances of fraud, which required the Statutory Auditors to report to the Audit Committee and/or Board or Central Government under Section 143(12) of Act and Rules framed thereunder.

33. Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. JMT & Associates (FRN: 104167W), statutory auditors were appointed for 5 consecutive financial years from 01^st April, 2022 to 31^st March 2027.

M/s JMT & Associates, (FRN: 104167W), Chartered Accountants, shall continue as Statutory Auditors for the remaining period of the term till the AGM to be held for the year 2027.

34. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Priti J Sheth & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025.

The Secretarial Audit Report is included as "Annexure B" and forms an integral part of this report.

35. Directors Comment on qualification or observation

With regards to the remarks by the Secretarial Auditor of the Company, the management would state as under:

Secretarial Auditor''s Comments	Management''s Observations
The Company did not pay the annual listing fees within prescribed timeline resulting in a delay in compliance with the listing obligations.	Management acknowledges the observation regarding the delayed payment of annual listing fees. Processes have been strengthened by implementing a dedicated tracker with automated alerts for all statutory due dates to prevent recurrence
The Company has not appointed an internal auditor required to be appointed by the company pursuant to section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014	The Management acknowledges and accepts the observation raised by the Secretarial Auditor regarding the non-appointment of an Internal Auditor as mandated under Section 138 of the Companies Act, 2013. The process to appoint a Internal Auditor as per Section 138 of the Companies Act, 2013 was initiated immediately upon this oversight being identified.
The Public Notice by way of advertisement in newspapers has not been published, including the publication of financial results and Annual General Meeting notice	"The Management acknowledges and accepts the observation regarding the lapse in publishing the requisite public notices for the financial results and the Annual General Meeting (AGM) in newspapers. This lapse occurred primarily due to a breakdown in the internal coordination process between the secretarial, finance, and the appointed advertising agency.
The Special Reserve fund as per RBI Act were not maintained Section 45-IC of RBI Act, 1934	Management acknowledges this serious lapse in complying with Section 45-IC of the RBI Act, 1934. The shortfall has been quantified. The full amount will be transferred to the newly created Special Reserve Fund. The RBI will be informed of the corrective action. A new SOP and expert review have been initiated to prevent any recurrence. The Board has been apprised of the situation."
The filing of report and forms according to the RBI and NBFC guidelines could not be retrieved	"The Management acknowledges the auditor''s observation that certain reports and forms filed with the Reserve Bank of India (RBI) could not be immediately retrieved for verification during the audit.
The Company has not maintained the Website as per SEBI regulations	The Management acknowledges and accepts the observation raised by the Secretarial Auditor regarding the non-maintenance of the company''s website in full compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. We recognize that the website is a vital platform for transparent and timely dissemination of information to investors and regulators and regret this lapse.
The Company has dedicated Structured Digital Database (SDD) software in place as required under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. However, entry for financial results preparation for December 2024 & March 2025 the	Noted with high seriousness. The lapse was a process/training failure, not a system failure. The entries for the stated quarters have been logged retrospectively. Immediate and mandatory re-training for all involved staff has been completed.

quarters is not captured on real time basis.
There was a delay in filing Financial Results along with Limited review report for the quarter ended 30th September, 2024 as required under Regulation 33(3)(a) of SEBI (LODR) Regulations, 2015		The scheduled Board Meeting on November 14, 2024, to approve the financial results was adjourned as the accounts were not finalised for board consideration. The results were subsequently approved and filed on 19th November, 2024. The company has implemented stricter internal timelines to prevent future recurrences.
There was a delay in filing financial results for the quarter ended 30th September, 2024 as required under Regulation 30 of SEBI (LODR) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023		The scheduled Board Meeting on November 14, 2024, to approve the financial results was adjourned as the accounts were not finalised for board consideration. The results were subsequently approved and filed on 22nd November 2024. The company has implemented stricter internal timelines to prevent future recurrences.
	1. Due to low business operations, the Company has not appointed an internal auditor; however, considering the business environment, the management is in the process to appoint one.
	Statutory Auditor''s Comments		Management''s Observations
	During the audit it is observed that the Company is facing liquidity issues due to which the Company has not paid statutory dues amounting to Rs. 2 crores (approx.) outstanding for more than six months. Further the Company is in the process of regularizing its returns with RBI with respect to NBFC Compliances and returns were not filed till the singing of our report.		The Company is facing temporary liquidity issue which will be resolved soon as all the loans, advances are good and recoverable in full and there no issue ongoing concern of the Company. There is no provision is required in the books which impacts Financial results and financial position of the Company as on balance sheet date.

Other Remarks mentioned in Statutory Audit Report and Secretarial Audit Report are selfexplanatory and do not require any further clarifications.

36. Particulars of Employees

The Company wishes to place on record its appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

Further, the details of the top 10 employees in terms of remuneration drawn pursuant to Rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014 shall be available at the registered office of the Company during the business hours and the details of ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the year under review are enclosed as "Annexure C" to the Board''s Report.

37. Related Party Transactions

There are no Related Party Transactions entered into by the Company as per Section 188 of Companies Act, 2013.

Further, the disclosure of Related Party Transactions in compliance with Accounting Standards form a part of Note No. 23 of the financial statements.

38. Particulars of Loans, Guarantees and Investments

The Company being a Non-Banking Financial Company, its Main Business is giving loans and making investments. The details of loans given and investments made are provided in Note 3 & 4 to financial statements.

39. Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31^st March 2025, the Board of Directors state that:

• In the preparation of the Annual Accounts, the applicable accounting standards had been followed;

• The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

• The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors had prepared the Annual Accounts on a going concern basis;

• The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

• The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

40. Disclosure under sexual harassment of women at workplace

In order to prevent sexual harassment of women at work place, your Company has adopted a Policy for prevention of Sexual Harassment of Women at Workplace. During the year under review, the Company has not received any complaints in this regard.

Further, the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable.

41. Details of Application made or any proceeding pending under The Insolvency and Bankruptcy Code, 2016 during the year along with their status as at end of the Financial Year

During the Financial Year 2024-25, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

42. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereon

As Company has not availed any loan from a bank or financial institution, these disclosures are not applicable to the Company.

43. Agreements binding listed entities

Agreement binding on listed entity is placed on the website of the Company ie. https:/ /www.vardhancapital.com.

44. Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the Regulators/ Courts/Tribunals which would impact the going concern status of the Company and its future operations.

However, there are certain legal disputes and claims which are under arbitration proceedings before judiciary authorities. The outcome of these proceedings against the Company may have significant impact on the loss for the quarter and net worth of the Company as on March 31, 2025, the amount whereof is not presently ascertainable.

45. Maternity Benefit

The provisions of the Maternity Benefit Act, 1961, are not applicable to the Company as it does not have any employees during the financial year under review.

45. Audit Trail

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility but the same has not been operational throughout the year for all relevant transactions accorded in the software.

46. Appointment of Designated Persons under rule 9(4) of Companies (management and administration) second amendment rules, 2023

The Company has appointed Mr. Ramesh Vardhan (DIN: 00207488) as a designated person.

47. Compliance with the ICSI Secretarial Standards

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meetings have been complied with by the Company.

48. Acknowledgments

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their outstanding professionalism, initiatives and commitment to organizations growth and success and helping the organization in its continuous drive towards progress.

Your Directors also appreciate with gratitude the continuous support of government authorities, clients, bankers, institutions, the Shareholders and well-wishers.

---

Mar 31, 2024

The Board of Directors are pleased to present the 30^th Annual Report of the business and operations of your
Company, along with the Audited Financial Statements, for the financial year ended March 31, 2024. In line
with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the
financial results and other developments during the Financial Year 01^st April, 2023 to 31^st March 2024.

1. Summary of operations/results

The financial results of the Company for the year ended March 31, 2024 as compared to that of previous year
are summarized as under:

Amount in Lacs

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Total Income	568.30	1000.14
(less) Expenses	548.67	943.23
Profit/(Loss) Before Income Tax	19.63	56.91
(less) Taxes	74.19	16.44
Net Profit/(Loss) after Tax	-54.55	40.47

2. Company''s Affairs

During the financial year ended March 31, 2024, the Company has incurred a net loss of Rs 54.55 Lacs as
against the total income of Rs. 568.30 Lacs and net profit of Rs 40.47 Lacs incurred during the previous
financial year ended March 31, 2023.

3. Transfer to general reserves

The Company has not transferred any amount to general reserves during the financial year ended March 31,
2024.

4. Transfer of Unclaimed / Unpaid Amount

The Company doesn''t have any unclaimed/unpaid amount to be transferred in accordance of the provisions
of Section 125(2) of the Companies Act, 2013.

5. Dividend

The Board has not recommended any dividend for the year under review.

6. Change in the Nature of Business and Financial Position

There are no changes in the nature of business during the Financial Year 2023-24 and till the date of issue of
this report.

7. Material Changes and Commitments

There are no material Changes and Commitments affecting the Financial Position of the Company from 01^st
April, 2024 till the date of issue of this report.

8. Deposits

The Company has not accepted any deposits during the financial year as defined Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, hence there is no default of re-payment,
and any unpaid / unclaimed deposits, as on March 31, 2024. Details of Inter Corporate borrowings are
elaborated in note no. 7 of the attached financials.

9. RBI Prudential Norms

The Company continues to comply with all the applicable regulation prescribed by the Reserve Bank of India
("RBI") from time to time.

10. Share Capital

There were no changes in the Share Capital of the Company during the financial year ended March 31, 2024.

A) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with
differential rights during the financial year ended March 31, 2024.

B) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the financial
year ended March 31, 2024.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the
financial year ended March 31, 2024.

11. Subsidiary, Associate and Joint Ventures Companies

The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the
Companies Act, 2013. The Company has not entered into any Joint Venture during the Financial Year ended
March 31, 2024.

12. Maintenance of Cost Records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is not applicable to the Company.

13. Board of Directors and Key Managerial Personnel

The Composition of Board of the Company as on March 31, 2024 is as follows:

Sr No.	Name	DIN	Category
1	Akash Vardhan	03043186	Managing Director
2	Rajesh Vardhan	00199986	Non-Executive Director
3	Ramesh Vardhan	00207488	Non-Executive Director
4	Shailesh Jogani	06644699	Non-Executive Independent Director
5	Saroj Rathod	09718657	Non-Executive Independent Director
6	Sonam Vardhan	ACHPH7859M	Chief Financial Officer
7	Pinesh Vallabhdas Pokarne	AJQPP9936P	Company Secretary & Compliance Officer

During the financial year ended 31^st March, 2024 following changes took place in the composition of the
Board:

> Re-appointments

Pursuant to the section 196 of the Companies Act, 2013, Mr. Akash Vardhan is proposed to be reappointed as
Managing Director of the Company in this AGM for a period of 3 years with effect from 29^th March, 2025 for a
to 28^th March, 2028.

> Retirement by rotation

Pursuant to provisions of the Companies Act, 2013, Mr. Akash Vardhan (DIN: 03043186) retires by rotation at
the ensuing 30^th Annual General Meeting of the Company and being eligible seeks re-appointment.

14. Board Meetings and Attendance of Directors

During the Financial Year 2023-24, the Board of Directors duly met 4 times on the following dates:

25^th May, 2023, 14^th Aug 2023, 10^th November, 2023, and 07^th February, 2024.

The maximum interval between two meetings did not exceed 120 days, as prescribed in the Companies Act,
2013.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

15. Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.

In the opinion of the Board, the Independent Directors appointed during the year possess appropriate balance
of skills, experience and knowledge that enable the Board to discharge its functions and duties effectively.

The Board shall comment on proficiency once the independent directors appear for the online proficiency self¬
assessment test as applicable.

16. Familiarization programme for independent directors

All new independent directors appointed on the Board attended a familiarization programme. After
appointment a formal letter is issued to the independent directors outlining his/her roles, functions, duties
and responsibilities.

17. Performance Evaluation of the Board/ Committees and Independent Directors

The Board of Directors have evaluated the overall performance of the Board as a whole and also of each
director individually including the Independent Director and found the same to be satisfactory.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the
Chairman and Non - Independent Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.

The performance of the committees was evaluated by the Board after seeking inputs from the Committee
members on the basis of the criteria such as composition of Committees, effectiveness of committee meetings,
etc.

18. Independent Directors Meeting

During the year under review, the Independent Directors met once on 10^th November, 2023 inter alia, to
discuss:

Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole taking into
account the views of Executive and Non-Executive Directors.

Performance evaluation of the Chairman of the Company, taking into account the views of Executive and
Non-Executive Directors and independent directors was done by the entire board, excluding the independent
director being evaluated.

Evaluation of the quality, content and timelines of flow of information between the Management and the
board that is necessary for the Board to effectively and reasonably perform its duties

19. Committees of the Board

Currently, the Board has five committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Risk Management Committee

5. Asset Liability Management Committee

The details of the committees of Board are as follows:

Audit Committee

The Audit Committee of Directors is constituted as per the provisions of Section 177 of the Companies Act,
2013. The Composition of Audit Committee along with dates of meeting and director''s attendance is as
follows.

Name of the Member	Designation
Mr. Shailesh Jogani	Chairman
Ms. Saroj Rathod	Member
Mr. Rajesh Vardhan	Member

Audit Committee duly met 4 times during the F.Y 2023-24 on the following dates:
25^th May, 2023, 14^th August, 2023, 10^th November, 2023 and 07^th February, 2024.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements
of Section 178 of the Companies Act, 2013. The Composition of Nomination and Remuneration Committee is
as follows. The Company''s policy on Directors'' appointment and remuneration including all other matters
shall be available at the registered office of the Company for inspection.

Name of the Director	Designation
Mr. Shailesh Jogani	Chairman
Mr. Rajesh Vardhan	Member
Ms. Saroj Rathod	Member

The nomination and remuneration policy as required under Section 178 (3) of the Company is available on
our website https:/ /www.vardhancapital.com/.

Nomination & Remuneration Committee duly met twice during the F.Y 2023-24 on 14^th August, 2023 and 07^th
February, 2024.

Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors has constituted the Stakeholders
Relationship Committee. The Composition of Stakeholders Relationship Committee is as follows:

Name of the Member	Designation
Mr. Shailesh Jogani	Chairman
Ms. Rajesh Vardhan	Member
Mr. Ramesh Vardhan	Member

Stakeholders Relationship Committee met once during the F.Y 2023-24 on 07^th February, 2024.

Asset Liability Management Committee (ALCO)

The Board of Directors has constituted the ALCO Committee as required under RBI''s NBFC regulations.
Composition of the same is as follows:

Name of the Member

Mr. Rajesh Vardhan

Mr. Shailesh Jogani

Ms. Saroj Rathod

Risk Management Committee

The Board of Directors has constituted the Risk Management Committee as required under RBI''s NBFC
regulations. Composition of the same is as follows:

Name of the Member

Mr. Rajesh Vardhan

Ms. Saroj Rathod

Mr. Shailesh Jogani

20. Policy on Director''s appointment and remuneration

The current policy of the Company is to have an optimum combination of both executive and independent
directors to maintain the independence of the Board, and separate its functions of governance and
management.

The policy of the Company on director''s appointment and remuneration, including criteria for determining
qualifications, independence of director and other matters, as required under Section 178(3) of the Companies
Act, 2013 is available on our website (www.vardhancapital.com). There has been no change in the policy since
the last financial year.

21. Particulars of transaction between the Company and the Non-Executive Directors

During the year under review the Company has not entered into any Transaction with its Non-Executive
Director.

22. Management Discussion and Analysis

The Management Discussion and Analysis report forms integral part of this Annual Report.

23. Conservation of Energy and Technology Absorption

The information relating to conservation of energy and technology absorption by the Company is annexed to
the report as "Annexure A".

24. Foreign Exchange Earnings and Outgo

There was no earning in Foreign Exchange nor was there any outflow during the year under review.

25. Extract of Annual Return

Annual return for the financial year 2023-24, once filed shall be available on the on the website of the
Company https://www.vardhancapital.com/

26. Corporate Governance

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, provide threshold
for applicability of corporate governance rules. Your company does not exceed such threshold. Hence,
provision of corporate governance is not applicable on your company.

27. Vigil Mechanism for Directors and Employees

The Company has a Vigil Mechanism policy to report genuine concerns or grievances as per the provisions of
section 177 of the Companies Act, 2013 and regulation 22 of SEBI (Listing Obligations & Disclosure
Requirements), Regulations 2015.

28. Internal Financial Control and their Adequacy

The Company has internal financial control and risk mitigation system which is constantly assessed and
strengthened. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial
control and suggests the improvements for the same.

29. Risk Management Policy

The Board of Directors in consultation with the Audit Committee have framed a policy for management and
mitigation of risk faced by the Company in its day to day operations, further the Board of Directors and the
Senior Management of the Company have been entrusted with the responsibility of identification,
development and implementation of the same across the organization.

30. Corporate Social Responsibility

The provisions of Section 135 with regards to Corporate Social Responsibility are not applicable to the
Company.

31. Auditors'' Report

The Statements made by the Auditors in their report are self-explanatory and doesn''t require any comments
by the Board of Directors.

32. Fraud Reported by Auditors

During the year under review, there have been no instances of fraud, which required the Statutory Auditors to
report to the Audit Committee and/ or Board or Central Government under Section 143(12) of Act and Rules
framed thereunder.

33. Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and
Auditors) Rules, 2014, M/ s. JMT & Associates (FRN: 104167W), statutory auditors were appointed for 5
consecutive financial years from 01^st April, 2022 to 31^st March 2027.

M/ s JMT & Associates, (FRN: 104167W), Chartered Accountants, shall continue as Statutory Auditors for the
remaining period of the term till the AGM to be held for the year 2027.

34. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the
Company has appointed M/s. Priti J Sheth & Associates, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report is included as "Annexure B" and forms an integral part of this report.

35. Directors Comment on qualification or observation

With regards to the remarks by the Secretarial Auditor of the Company, the management would state as
under:

1. Due to low business operations, the Company has not appointed an internal auditor; however,
considering the business environment, the management is in the process to appoint one.

Statutory Auditor s Comments	Management s Observations
During the audit it is observed that the Company is facing liquidity issues due to which the Company has not paid statutory dues amounting to Rs. 2 crores (approx.) outstanding for more than six months. Further the Company is in the process of regularizing its returns with RBI with respect to NBFC Compliances and returns were not filed till the singing of our report.	The Company is facing temporary liquidity issue which will be resolved soon as all the loans, advances are good and recoverable in full and there no issue on going concern of the Company. There is no provision is required in the books which impacts financial results and financial position of the Company as on balance sheet date.

Other Remarks mentioned in Statutory Audit Report and Secretarial Audit Report are self-explanatory and do
not require any further clarifications.

36. Particulars of Employees

The Company wishes to place on record its appreciation to the contribution made by the employees to the
operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the
limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore
no disclosures need to be made under the said section.

Further, the details of the top 10 employees in terms of remuneration drawn pursuant to Rule 5(2) of
Companies (Appointment and Remuneration) Rules, 2014 shall be available at the registered office of the
Company during the business hours and the details of ratios of the remuneration of each Director to the
median remuneration to the employees of the Company for the year under review are enclosed as "Annexure
C" to the Board''s Report.

37. Related Party Transactions

There are no Related Party Transactions entered into by the Company as per Section 188 of Companies Act,
2013.

Further, the disclosure of Related Party Transactions in compliance with Accounting Standards form a part of
Note No. 23 of the financial statements.

38. Particulars of Loans, Guarantees and Investments

The Company being a Non-Banking Financial Company, its Main Business is giving loans and making
investments. The details of loans given and investments made are provided in Note 3 & 4 to financial
statements.

39. Directors'' Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31^st
March 2024, the Board of Directors state that:

• In the preparation of the Annual Accounts, the applicable accounting standards had been followed;

• The Directors had selected such Accounting Policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for that period;

• The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

• The Directors had prepared the Annual Accounts on a going concern basis;

• The Directors had laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and were operating effectively;

• The directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

40. Disclosure under sexual harassment of women at workplace

In order to prevent sexual harassment of women at work place, your Company has adopted a Policy for
prevention of Sexual Harassment of Women at Workplace. During the year under review, the Company has
not received any complaints in this regard.

Further, the provisions relating to constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable.

41. Details of Application made or any proceeding pending under The Insolvency and Bankruptcy Code,
2016 during the year along with their status as at end of the Financial Year

During the Financial Year 2023-24, there was no application made and proceeding initiated/ pending under
the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your
Company.

As on the date of this report, there is no application or proceeding pending against your company under the
Insolvency and Bankruptcy Code, 2016.

41. Details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereon

As Company has not availed any loan from a bank or financial institution, these disclosures are not applicable
to the Company.

43. Agreements binding listed entities

Agreement binding on listed entity is placed on the website of the Company ie.
https://www.vardhancapital.com

44. Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the Regulators/ Courts/Tribunals which would impact the
going concern status of the Company and its future operations.

However, there are certain legal disputes and claims which are under arbitration proceedings before judiciary
authorities. The outcome of these proceedings against the Company may have significant impact on the loss
for the quarter and net worth of the Company as on March 31, 2024, the amount whereof is not presently
ascertainable.

45. Acknowledgments

The Directors wish to place on record their appreciation of the contribution made by the executives and
employees at all levels for their outstanding professionalism, initiatives and commitment to organizations
growth and success and helping the organization in its continuous drive towards progress.

Your Directors also appreciate with gratitude the continuous support of government authorities, clients,
bankers, institutions, the Shareholders and well-wishers.

By Order of the Board

Sd/- Sd/-

Akash V ardhan Rajesh V ardhan

Date: 24^th June, 2024 Managing Director Director

Place: Mumbai DIN: 03043186 DIN: 00199986