We wish to inform you that Ms. Saroj Rathod and Mr. Shailesh Jogani resigned from the post of Independent Director of the Company with immediate effect.
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On 17th December 2025, the board of Vardhan Capital & Finance Ltd accepted the resignations of two Independent Directors — Ms. Saroj Rathod and Mr. Shailesh Jogani — both citing inability to devote sufficient time to the company. In the same board meeting, five new directors were appointed: Ms. Nupoor Aman Sinha and Ms. Atisha Bhupendra Modi as Additional Independent Directors, and Mr. Vishal Vardhan, Mrs. Sonam Vardhan, and Mr. Shrithik Vardhan as Additional Executive Directors. Notably, Vishal is the son, Sonam the daughter-in-law, and Shrithik the nephew of existing Director Mr. Ramesh Babulal Vardhan, indicating a significant promoter family entry into the executive board. Both resigning directors confirmed there were no other material reasons for their departure beyond time constraints.
The simultaneous exit of two independent directors weakens board independence, while the entry of three promoter family members as Executive Directors signals increasing family control over the company's management. Shareholders should watch for the replacement independent directors' tenure and any governance concerns flagged at the next AGM.