Dear Sir/Madam, Pursuant to Regulation 34 and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the 32nd Annual Report ....

VARDHAN CAPITAL & FINANCE LIMITED G r 0 u p SINCE 1965 CIN: L67120MH1995PLC084465 Date: 19"' August, 2026 Corporate Relations Department Bombay Stock Exchange Limited PhirozeJeejeebhoy Towers, Dalal Street, Fort Mumbai - 400001 Sub: Submission of Annual Report for financial year ended March 31, 2026 Dear Sir/ Madam, Pursuant to Regulation 34 and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the 32nd Annual Report of the Company for the Financial Year 2025-26 along with Notice convening 32nd Annual General Meeting, Scheduled to be held on Thursday, 17"' September, 2026 at 11.00 AM 1ST at the Registered Office of the Company at 113 Commerce House, 140 N.M. Marg, Fort, Mumbai - 400 001. Please take the same on records. For Vardhan Capital and Finance Limited Ramesh Vardhan Director DIN: 00207488 End : As stated above. Corporate Office: 58/64, Hari Chambers, 1st Floor, Shahid Bhagat Singh Marg, Fort, Mumbai -400 00 I. Tel: 022-4322 6100/ 22672268/ 2267 1375 • Fax: 2262 5742 E.: info@Vardhmandevelopers.com W.: www.vardhmandevelopers.com Regd. Office: 113. Commerce House. 140 N. M. Road. Fort. Mumbai· 400 023. VARDHAN CAPITAL AND FINANCE LIMITED 32nd Annual Report CIN: L67120MH1995PLC084465 VARDHAN CAPITAL AND FINANCE LIMITED 32nd ANNUAL REPORT 2025-2026 Contents Management Discussion and Analysis Report ……………………………………………………….…..58 Auditors Report and Financial Statements …………………………………………………………….….61 VARDHAN CAPITAL AND FINANCE LIMITED 32nd Annual Report CIN: L67120MH1995PLC084465 Company’s Registered Office: Registrar & Share Transfer Agent 113, Commerce House, 140 N.M. Road, Purva Sharegistry (India) Pvt. Ltd Fort, Mumbai, Maharashtra, 400023 Address: Unit No.9, Ground Floor, Shiv Shakti Ind. Est, Tel: 022-43226100/022-22672268 J.R. Boricha Marg, Lower Parel (East), Mumbai-400011 Email: vardhancapital@gmail.com Tel: 022- 23018761/23012517 Website: www.vardhancapital.com Email: support@purvashare.com Team Mr. Rajesh Vardhan Non-Executive Director Mr. Ramesh Vardhan Non-Executive Director Mr. Vishal Vardhan Additional Executive Director Mr. Akash Vardhan Managing Director Mrs. Sonam Dipesh Vardhan Additional Executive Director & Chief Financial Officer Board Committees Audit Committee Mr. Rajesh Vardhan Mr. Ramesh Vardhan Mr. Vishal Vardhan Stakeholders Relationship Committee Mr. Rajesh Vardhan Mr. Ramesh Vardhan Mr. Vishal Vardhan Nomination and Remuneration Committee Mr. Rajesh Vardhan Mr. Ramesh Vardhan Mr. Vishal Vardhan VARDHAN CAPITAL AND FINANCE LIMITED 32nd Annual Report CIN: L67120MH1995PLC084465 Asset Liability Management Committee Mr. Rajesh Vardhan Mr. Ramesh Vardhan Mr. Vishal Vardhan Statutory Auditors M/s JMT & Associates, Chartered Accountants, 304/305, A-Wing, Winsway Complex, Opp. Andheri Railway Station, Andheri (East), Mumbai-400069 Secretarial Auditors M/s Priti J. Sheth & Associates Company Secretaries Office no 804, 8th floor, G Square, Jawahar Road, Opp Ghatkopar Station Ghatkopar (East), Mumbai-400077 Website: www.pjsassociates.com Email-Id: priti.pjsassociates@gmail.com VARDHAN CAPITAL AND FINANCE LIMITED 32nd Annual Report CIN: L67120MH1995PLC084465 Notice Notice is hereby given that the 32nd Annual General Meeting of the Members of Vardhan Capital and Finance Limited will be held on Thursday, 17th September 2026 at 11:00 a.m. at the Registered office of the Company at 113 Commerce House, 140 N.M. Marg, Fort, Mumbai – 400 001 to transact the following business: 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. To consider and if thought fit pass the following resolution as a Special Resolution with or without modifications: “RESOLVED THAT pursuant to the provisions of Section 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification thereto from time to time or any re-enactment thereof for the time being in force) and the rules framed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the recommendation of the Nomination and Remuneration Committee of the Company; Mr. Vishal Ramesh Vardhan, (DIN: 03043125) who was appointed as Additional Director on 17th December, 2025 pursuant to the provisions of Section 161 of the Companies Act, 2013 and holds office up to the date of this Annual General Meeting, be and is hereby appointed as Managing Director of the Company for a period of 3 years with effect from 17th December, 2025 to 17th December, 2028 on the terms and conditions of appointment and remuneration as mentioned below with liberty and power to the Board, to grant increments and to alter and vary from time to time, the terms and conditions of the said appointment, subject to the same not exceeding the limits specified under the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof: I. Salary: Basic Salary up to Rs. 5,00,000/-per annum. II. Perquisites: VARDHAN CAPITAL AND FINANCE LIMITED 32nd Annual Report CIN: L67120MH1995PLC084465 1. The expenses incurred by the appointee on gas, electricity, water, furnishing will be reimbursed. 2. All the medical expenses incurred for him and his family shall be reimbursed by the Company subject to a ceiling of 1 month’s salary. 3. Leave Travel Concession for self and family once in every year as may be sanctioned by the Board. 4. Fees of club subject to a maximum of two clubs, this will include life membership fees. 5. Personal Accident Insurance, the premium for which shall not exceed Rs.10,000/- per annum. 6. Provision of a car with driver for use on companies business and telephones at residence. 7. Other Perquisites and Allowance as may be sanctioned by the Board of Directors and as approved by the Nomination and Remuneration Committee subject to maximum Rs. 50,000 per year. 8. Re-imbursement of expenses incurred on behalf of the Company. III. Others: a) The terms and conditions of appointment of Managing Director may be altered or varied from time to time by the Board as may consider and deemed fit so as not to exceed the limits specified in Schedule V or the Companies Act 2013 or the statutory modification or re-enactments thereof. b) Notwithstanding, where in any financial year during the currency of the tenure of the Managing Director, the Company has no Profits or if the profits are inadequate, it may continue to pay him remuneration, subject to Schedule V of the Companies Act 2013. c) The Managing Director shall be entitled to leave as per the Policy of the Company. Leave accumulated and not availed at the time of leaving the services of the Company shall be allowed to be encashed. This will not be considered as a perquisite. d) The Managing Director shall be liable to retire by rotation. e) The appointment of Mr. Vishal Ramesh Vardhan as Managing Director shall be terminable by Company by a notice of two months, in writing. f) Disputes between the Company and the Managing Director or their legal heirs or with the legal representatives may be settled by Arbitration under the Indian Arbitration Act 1940. g) The Managing Director shall not be entitled to any sitting fees for attending the meetings of the Board or any Committee thereof. h) The Managing Director shall not become interested or otherwise concerned directly or in any selling agency of the Company except with the consent of the Company and in accordance with the provisions of the applicable laws in force. RESOLVED FURTHER THAT in the event of loss or inadequacy of [Showing first 8,000 characters — download PDF for full document]