Vardhan Capital and Finance Limited, a part of the well-known Vardhman Group with a legacy dating back to 1965, has announced a significant reshuffle in its board composition. The company formally informed the Bombay Stock Exchange (BSE) about the outcome of its Board of Directors’ meeting held on Friday, December 17, 2025. The disclosure was made in compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III and the latest SEBI circular dated July 13, 2023.

The board meeting, which commenced at 12:00 noon and concluded in the afternoon, resulted in multiple changes at the board and key managerial personnel level. These changes include the resignation of two non-executive independent directors and the appointment of five additional directors across executive and independent categories. The company stated that all approvals were duly granted by the board and are effective immediately, subject to shareholder approval at the ensuing Annual General Meeting (AGM), wherever applicable.

Resignation of Independent Directors

As part of the board restructuring, Ms. Saroj Rathod (DIN: 09718657) ceased to act as a Non-Executive Independent Director of Vardhan Capital and Finance Limited with immediate effect. In her resignation letter addressed to the board, Ms. Rathod cited her inability to continue devoting adequate time to the company as the primary reason for stepping down. She confirmed that there were no other material reasons for her resignation apart from those mentioned in her letter.

Alongside her, Mr. Shailesh Jogani (DIN: 06644699) also resigned from his position as Non-Executive Independent Director with immediate effect. Mr. Jogani similarly stated that he was unable to continue and devote sufficient time to the company. He provided a written confirmation to the board affirming that there were no other material reasons for his resignation beyond those disclosed.

The company clarified that both resignations were due to pre-occupation and personal commitments and not because of any disagreement with the management or the board. As required under SEBI regulations, confirmations were provided stating that there were no material reasons for the resignations other than those already disclosed, ensuring transparency for investors and stakeholders.

Appointment of New Independent Directors

To strengthen its board structure and maintain compliance with regulatory requirements, Vardhan Capital and Finance Limited approved the appointment of two new independent directors.

Ms. Nupoor Aman Sinha (DIN: 07970650) was appointed as an Additional Independent Director with immediate effect. She will hold office until the conclusion of the ensuing Annual General Meeting of the company. According to the disclosure, Ms. Sinha brings vast experience in the field of finance and has significant industry exposure, which is expected to add value to the board’s deliberations and oversight functions.

In addition, Ms. Atisha Bhupendra Modi was appointed as an Additional Non-Executive Independent Director with immediate effect, also to hold office until the ensuing AGM. The company stated that Ms. Modi possesses relevant professional expertise and is not related to any of the directors or key managerial personnel of the company, thereby fulfilling the independence criteria prescribed under the Companies Act and SEBI regulations.

The appointments of both independent directors are subject to approval by shareholders at the next Annual General Meeting, in line with statutory requirements.

Appointment of Additional Executive Directors

The board also approved the appointment of three additional executive directors, reflecting a move to reinforce the executive leadership of the company.

Mr. Vishal Vardhan (DIN: 03043125) was appointed as an Additional Executive Director with immediate effect. He will hold office until the ensuing AGM. The company disclosed that Mr. Vishal Vardhan has extensive experience in the field of finance and the industry at large. He is the son of Mr. Ramesh Babulal Vardhan, Director of the company, and his appointment forms part of the company’s succession and leadership strengthening strategy.

Further, Mrs. Sonam Vardhan was appointed as an Additional Executive Director with immediate effect, also to hold office until the conclusion of the forthcoming AGM. The disclosure notes that she has relevant experience in the financial domain. She is related to Mr. Ramesh Babulal Vardhan as his daughter-in-law, and the relationship has been transparently disclosed as per regulatory norms.

Additionally, Mr. Shrithik Vardhan (DIN: 08155218) was appointed as an Additional Executive Director with immediate effect. He will continue in office until the ensuing AGM. Mr. Shrithik Vardhan is stated to have considerable experience in finance and industry operations. He is the nephew of Mr. Ramesh Babulal Vardhan, and the company has duly disclosed the familial relationship in its regulatory filing.

Compliance with SEBI Regulations

Vardhan Capital and Finance Limited emphasised that the disclosures related to board changes have been made strictly in accordance with Regulation 30 read with Schedule III of the SEBI LODR Regulations, 2015, along with the SEBI circular issued on July 13, 2023. The detailed information includes reasons for resignation, dates of appointment and cessation, brief profiles of appointees, disclosure of relationships between directors, and confirmations regarding the absence of any other material reasons for resignation.

Such comprehensive disclosure reflects the company’s commitment to maintaining high standards of corporate governance and transparency. For listed entities, timely and accurate disclosure of board-level changes is crucial, as it directly impacts investor confidence and market perception.

Board Meeting Details and Corporate Background

The board meeting approving these changes was held at the company’s registered and corporate offices in Mumbai. Vardhan Capital and Finance Limited operates from its registered office at Commerce House, N. M. Road, Fort, Mumbai, while its corporate office is located at Hari Chambers, Shahid Bhagat Singh Marg, Fort.

The company is part of the Vardhman Group, which has been in existence since 1965 and has diversified interests across various sectors. Over the years, Vardhan Capital and Finance Limited has focused on financial services and related activities, operating within the regulatory framework laid down by market regulators.

Market and Governance Perspective

Board restructuring is often viewed as a strategic move to align leadership with evolving business goals, regulatory expectations, and growth plans. The exit of independent directors due to personal constraints, coupled with the induction of new independent and executive directors, indicates an effort by Vardhan Capital and Finance Limited to balance experience, independence, and continuity.

From a governance perspective, the presence of independent directors plays a critical role in ensuring objective decision-making, safeguarding minority shareholder interests, and enhancing overall board effectiveness. By promptly appointing new independent directors, the company has ensured that it continues to meet statutory requirements without disruption.

The appointment of additional executive directors from within the promoter family also signals a focus on strengthening operational leadership and long-term strategic planning. Such moves are common among promoter-led Indian companies, especially when accompanied by transparent disclosures and regulatory compliance.

Investor Implications

For investors and market participants, changes in board composition are closely watched as they can influence company strategy, governance quality, and risk management practices. In this case, the company has clearly stated that the resignations were not due to disagreements or governance concerns, which may help in maintaining investor confidence.

The inclusion of experienced professionals in finance and industry, as highlighted in the disclosures, could support the company’s future plans and operational efficiency. However, investors are likely to monitor subsequent developments, including shareholder approvals at the AGM and the roles played by the newly appointed directors.

Conclusion

The latest board changes at Vardhan Capital and Finance Limited mark a notable development in the company’s corporate governance journey. With the resignation of two non-executive independent directors and the appointment of five additional directors, the company has undertaken a comprehensive board refresh while adhering strictly to SEBI disclosure norms.

By ensuring transparency, timely communication with stock exchanges, and detailed regulatory filings, Vardhan Capital and Finance Limited has reinforced its commitment to good governance practices. As the company moves forward, the effectiveness of the newly constituted board and its contribution to strategic direction will be key factors for stakeholders to watch in the coming months.

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