Dear Members,

The Board of Directors are pleased to present the 31st 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 01st April, 2024 to 31st March 2025.

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)

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.

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

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.

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

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

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

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.

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.

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.

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:

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 29th July, 2024 for a period of 3 years with effect from 29th March, 2025 for a to 28th March, 2028.

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

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

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.

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.

During the year under review, the Independent Directors met once on 19th 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

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:

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.

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.

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.

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.

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:

Stakeholders Relationship Committee met once during the F.Y 2024-25 on 14th February, 2025.

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

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:

Mr. Rajesh Vardhan Ms. Saroj Rathod Mr. Shailesh Jogani

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

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.

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

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

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

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

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/

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.

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.

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.

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.

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.

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.

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 01st April, 2022 to 31st 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.

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.

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.

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

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.

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.

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.

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st 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.

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.

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.

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

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

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.

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.

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.

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

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.

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.