Vaarad Ventures Ltd Directors Report

TO,

THE MEMBERS OF VAARAD VENTURES LIMITED

Your Directors are pleased to present the 32nd Annual Report of Vaarad Ventures Limited (“the Company”) together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL STATEMENTS & RESULTS

A. FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2026, as compared with the previous financial year, is summarised below:

				(Rs. in thousands)
Financial Results and Appropriations	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26	Consolidated FY 2024-25
Revenue from Operations	0.00	0.00	0.00	0.00
Other Income	0.00	1,002.72	0.00	1,003.06
Total Revenue	0.00	1,002.72	0.00	1,003.06
Profit Before Tax (PBT)	(1,547.48)	(1,135.14)	(2,189.84)	(2,334.90)
Tax Expense	0.00	0.00	0.00	0.00
Net Profit/(Loss) after Tax	(1,547.48)	(1,135.14)	(2,189.84)	(2,334.90)
Other Comprehensive Income	0.00	0.00	0.00	0.00
Total Comprehensive Income	(1,547.48)	(1,135.14)	(2,189.84)	(2,334.90)

B. STATE OF COMPANY AFFAIRS

During the financial year under review, the Company recorded Nil revenue from operations on a standalone basis and incurred a loss after tax of Rs.1,547.48 thousand, as compared with total income of Rs.1,002.72 thousand and a loss after tax of Rs.1,135.14 thousand in the previous financial year. Accordingly, the standalone loss increased during the year under review.

On a consolidated basis, the Group recorded Nil revenue from operations and incurred a loss after tax of Rs.2,189.84 thousand, as compared with total income of Rs.1,003.06 thousand and a loss after tax of Rs.2,334.90 thousand in the previous financial year. The consolidated loss reduced during the year under review.

C. OPERATIONS / NATURE OF BUSINESS

The Company is a Non-Banking Financial Company (“NBFC”) registered with the Reserve Bank of India and is primarily engaged in investment activities. There was no change in the nature of business of the Company during the financial year under review.

D. DIVIDEND

In view of the losses incurred during the financial year under review, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

E. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND

There was no amount required to be transferred to the Investor Education and Protection Fund during the financial year under review.

F. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year under review.

G. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered into with related parties during the financial year under review were in the ordinary course of business and on an arm’s length basis.

There were no materially significant related party transactions requiring disclosure in Form AOC-2. The related party transactions, wherever applicable, have been disclosed in the notes forming part of the financial statements and were placed before the Audit Committee in accordance with the applicable requirements.

H. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure II.

I. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at www.vaaradventures.com.

J. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans, guarantees, investments and securities, wherever applicable, are disclosed in the notes forming part of the financial statements.

The Company being an NBFC engaged in investment activities, the applicable exemptions available under the provisions of Section 186 of the Companies Act, 2013 shall apply to the extent applicable.

K. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2026, the Company had Atco Limited and Edesk Services Limited as subsidiaries and Atcomaart Services Limited as a step-down subsidiary.

The Consolidated Financial Statements have been prepared in accordance with the applicable Accounting Standards. A statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1 is annexed to this Report as Annexure I.

The Company had no associate company or joint venture during the financial year under review.

L. MATERIAL CHANGES AND COMMITMENTS

Subsequent to the end of the financial year, M/s. J. D. Jhaveri & Associates, Chartered Accountants (Firm Registration No. 111850W), tendered their resignation from the office of Statutory Auditors of the Company.

Consequent to the said resignation, and based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. R. R. Tibrewala & Co., Chartered Accountants (Firm Registration No. 112387W), as the Statutory Auditors of the Company to fill the casual vacancy pursuant to Section 139(8) of the Companies Act, 2013.

Further, the Board has recommended the appointment of M/s. R. R. Tibrewala & Co. as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the ensuing 32nd Annual General Meeting until he conclusion of the 37th Annual General Meeting, subject to approval of the Members.

Except as stated above, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

M. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review, as required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), forms a separate part of this Annual Report.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and details of Key Managerial Personnel as on March 31, 2026 are set out in the Corporate Governance Report.

The Board comprised an appropriate combination of Executive, Non-Executive and Independent Directors in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

During the relevant period, Mrs. Leena Doshi was the Managing Director, Ms. Tanvi Doshi was the Chief Financial Officer and Mr. Narendrakumar Joshi was the Company Secretary.

B. RETIREMENT BY ROTATION

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Leena Vikram Doshi (DIN: 00404404), Managing Director, retires by rotation at the ensuing 32nd Annual General Meeting and, being eligible, has offered herself for re-appointment.

The Board recommends her re-appointment as a Director liable to retire by rotation. Her existing tenure and terms of appointment as Managing Director shall continue in accordance with the approvals already granted.

C. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency for discharging their duties.

D. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the financial year under review, the Independent Directors met separately without the presence of NonIndependent Directors and members of Management and, inter alia, reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairperson and assessed the quality, quantity and timeliness of flow of information between the Management and the Board.

E. BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors.

The Independent Directors evaluated the performance of the Non-Independent Directors and the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Directors in accordance with the evaluation framework.

F. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company familiarises its Independent Directors with the nature of the industry, business model, regulatory environment, their roles, rights and responsibilities and other relevant matters through appropriate familiarisation programmes. Details thereof are available on the website of the Company.

G. NOMINATION AND REMUNERATION POLICY

The Company has formulated a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The Policy lays down, inter alia, the criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

H. PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been duly considered.

No employee of the Company was in receipt of remuneration exceeding the limits prescribed under the applicable provisions during the financial year under review.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

A. BOARD MEETINGS

Five meetings of the Board of Directors were held during FY 2025-26. The dates of such meetings and attendance of each Director are provided in the Corporate Governance Report forming part of this Annual Report.

B. AUDIT COMMITTEE

As on March 31, 2026, the Audit Committee comprised:

Mr. Nitin Hariyantlal Datanwala:	- Chairman
Mr. Piyush Arun Vora :	- Member
Ms. Leena Vikram Doshi :	- Member

During the financial year under review, all recommendations made by the Audit Committee were accepted by the Board.

C. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The composition, terms of reference, and attendance of the Members are set out in the Corporate Governance Report.

D. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders’ Relationship Committee pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

The composition, terms of reference, details of meetings and status of investor grievances are provided in the Corporate Governance Report. During FY 2025-26, the Company recorded Nil complaints received, Nil complaints disposed of and Nil complaints pending.

E. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and adopted a Whistle Blower Policy in accordance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The mechanism provides adequate safeguards against victimisation and provides access to the appropriate authority in suitable cases.

F. RISK MANAGEMENT

The Company has adopted a Risk Management Policy for identification, assessment, monitoring and mitigation of risks associated with its business and operations.

G. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company during the financial year under review. Accordingly, an Annual Report on CSR Activities is not required to be annexed.

H. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls commensurate with the size and nature of its business and such controls were operating effectively during the financial year under review.

Retain the above only after confirming consistency with the final Statutory Auditor’s Report.

I. CORPORATE GOVERNANCE

A separate Corporate Governance Report together with the certificate regarding compliance with the conditions of Corporate Governance, as required under the Listing Regulations, forms part of this Annual Report.

J. SECRETARIAL STANDARDS

The Company has devised proper systems and processes for compliance with the applicable Secretarial Standards, namely SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings, issued by the Institute of Company Secretaries of India.

K. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Company has formulated a Policy for Determining Material Subsidiaries in accordance with the Listing Regulations. The Policy is available on the website of the Company.

L. POLICY ON RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions in accordance with Regulation 23 of the Listing Regulations. The Policy is available on the website of the Company.

M. CODE OF CONDUCT

The Company has adopted a Code of Conduct for the Members of the Board and Senior Management Personnel. The requisite affirmation of compliance for FY 2025-26 forms part of the Corporate Governance Report.

N. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

O. STRUCTURED DIGITAL DATABASE

The Company maintains a Structured Digital Database in accordance with Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with appropriate internal controls in accordance with the applicable requirements.

Retain this positive compliance statement only if factually confirmed.

4. AUDITORS AND REPORTS

A. STATUTORY AUDITORS

M/s. J. D. Jhaveri & Associates, Chartered Accountants (Firm Registration No. 111850W), who were the Statutory Auditors of the Company and had conducted the statutory audit and signed the financial statements for the financial year ended March 31, 2026, tendered their resignation from the office of Statutory Auditors of the Company.

Consequent to the said resignation, a casual vacancy arose in the office of the Statutory Auditors. Pursuant to Section 139(8) of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. R. R. Tibrewala & Co., Chartered Accountants (Firm Registration No. 112387W), as Statutory Auditors of the Company to fill the casual vacancy.

Further, based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s. R. R. Tibrewala & Co. as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 32nd Annual General Meeting until the conclusion of the 37th Annual General Meeting, subject to the approval of the Members at the ensuing Annual General Meeting.

M/s. R. R. Tibrewala & Co. have furnished their consent and confirmed their eligibility for appointment pursuant to the applicable provisions of Sections 139 and 141 of the Companies Act, 2013.

B. OBSERVATIONS OF STATUTORY AUDITORS

The Statutory Auditors’ Report on the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation or comments by the Board.

Please retain this only after matching it with the final signed Auditor’s Report. The present draft itself contained a note that this needed confirmation.

C. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, M/s. Sanil Dhayalkar & Co., Practising Company Secretaries (FCS No. 13442, C.P. No. 16568, Peer Review Certificate No. 2796/2022) conducted the Secretarial Audit of the Company for the financial year ended March 31, 2026.

The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure III.

Further, approval of the Members is being sought at the ensuing 32nd Annual General Meeting for appointment of M/s. Sanil Dhayalkar & Co. as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2026-27 to FY 2030-31.

D. OBSERVATIONS OF SECRETARIAL AUDITOR

The Secretarial Audit Report for the financial year ended March 31, 2026 does not contain any qualification, reservation or adverse remark requiring explanation or comments by the Board.

E. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to Regulation 24A of the Listing Regulations, the Company has engaged M/s. Sanil Dhayalkar & Co., Practising Company Secretaries, for issuance of the Annual Secretarial Compliance Report for the financial year ended March 31, 2026.

F. REPORTING OF FRAUDS BY AUDITORS UNDER SECTION 143(12)

During the financial year under review, no fraud was reported by the Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

G. COST RECORDS AND COST AUDIT

Considering the nature of business of the Company as an NBFC engaged in investment activities, the provisions relating to maintenance of cost records and cost audit under Section 148 of the Companies Act, 2013 were not applicable to the Company during the financial year under review.

5. OTHER DISCLOSURES

A. SIGNIFICANT AND MATERIAL ORDERS

Except for matters disclosed elsewhere in this Annual Report, no significant or material orders were passed by any regulator, court or tribunal during the financial year under review which would impact the going concern status of the Company or its future operations.

B. SHARE CAPITAL

During the financial year under review, the Company did not issue any equity shares with differential rights, sweat equity shares or equity shares under any employee stock option scheme.

The details of the issued, subscribed and paid-up share capital of the Company are set out in the financial statements and Corporate Governance Report.

C. LISTING AT STOCK EXCHANGE

The Equity Shares of the Company are listed on BSE Limited. The Security Code of the Company is 532320, the

Symbol is VAARAD and the ISIN is INE418B01048.

D. LISTING FEES

The Company has paid the Annual Listing Fees to BSE Limited for FY 2025-26.

E. REGISTRAR AND SHARE TRANSFER AGENT

Bigshare Services Private Limited acts as the Registrar and Share Transfer Agent of the Company. Its contact details are provided in the Corporate Governance Report.

F. DEMATERIALISATION OF SHARES

As on March 31, 2026, 92.34% of the equity shares of the Company were held in dematerialised form and 7.66% were held in physical form.

G. DEPOSITS

The Company did not accept or renew any deposits falling within the provisions of Chapter V of the Companies Act, 2013 during the financial year under review and no amount of principal or interest in respect of deposits was outstanding as on March 31, 2026.

H. CEO/CFO CERTIFICATION

The certification by the Managing Director/Chief Executive Officer and Chief Financial Officer pursuant to Regulation 17(8) read with Part B of Schedule II of the Listing Regulations forms part of the Annual Report.

I. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

A certificate from a Practising Company Secretary confirming that none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as Directors by SEBI, the Ministry of Corporate Affairs or any other statutory authority, as required under Schedule V of the Listing Regulations, forms part of the Corporate Governance Report.

J. CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

The certificate regarding compliance with the conditions of Corporate Governance as required under the Listing Regulations forms part of the Corporate Governance Report.

K. INVESTOR GRIEVANCES

During the financial year under review, the Company recorded Nil complaints received, Nil complaints disposed of and Nil complaints pending.

L. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted a policy for prevention of sexual harassment at the workplace. During the financial year under review, Nil complaints were received, Nil complaints were disposed of and Nil complaints remained pending for more than ninety days.

If the Company had no employees / no applicability of constitution of Internal Committee, we should revise this clause based on the actual employee position.

M. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year under review.

N. SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights during the financial year under review.

O. SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the financial year under review.

P. EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any equity shares under any Employee Stock Option Scheme during the financial year under review.

Q. PROVISION OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES

The Company does not have any scheme for provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

R. REMUNERATION OR COMMISSION FROM SUBSIDIARIES

Neither the Managing Director nor any Whole-time Director of the Company received any remuneration or commission from any subsidiary of the Company during the financial year under review.

S. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement relating to submission of the Business Responsibility and Sustainability Report is applicable to the top 1,000 listed entities based on market capitalisation. Since the Company does not fall within the said applicability criteria for the financial year under review, the Business Responsibility and Sustainability Report is not applicable to the Company.

6. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and have 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 as at March 31, 2026 and of the profit or loss of the Company for the financial year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

7. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued support and co-operation received from the Government and Regulatory Authorities, the Reserve Bank of India, BSE Limited, Depositories, Registrar and Share Transfer Agent, bankers, financial institutions, business associates, shareholders and other stakeholders of the Company.

The Directors also place on record their appreciation for the dedication and contribution of the employees of the Company during the financial year under review.

For and on behalf of the Board of Directors

VAARAD VENTURES LIMITED

Sd/-

Leena Vikram Doshi

Managing Director