To the Members,
The Directors have pleasure in presenting before you the 32nd Boards Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2026.
1. FINANCIAL SUMMARY/HIGHLIGHTS: The performance during the period ended 31st March, 2026 has been as under: (Rupees in Lakhs)
| Particulars | Standalone 2025-26 | Standalone 2025-26 | Consolidated 2024-25 | Consolidated 2024-25 |
| Revenue from Operations | 10365.06 | 5,994.39 | 13,444.14 | 10862.46 |
| Other Income (Including Exceptional Items) | 169.50 | 531.81 | 252.76 | 643.49 |
| Total Expenses | 10,070.36 | 6477.50 | 13,234.63 | 11406.07 |
| Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense | 788.54 | 287.40 | 927.89 | 562.21 |
| Less: Depreciation/Amortization/Impairment | 43.79 | 54.09 | 62.83 | 77.51 |
| Profit/loss before Finance Costs, Exceptional items and Tax Expense | 744.75 | 233.31 | 865.07 | 484.70 |
| Less: Finance Costs | 280.54 | 184.62 | 402.80 | 384.82 |
| Profit/loss before Exceptional items and Tax Expense | 464.21 | 48.85 | 462.27 | 99.88 |
| Add/(less): Exceptional items | - | - | - | - |
| Profit/loss before Tax Expense | 464.21 | 48.85 | 462.27 | 99.88 |
| Less: Tax Expense (Current & Deferred) | 119.79 | 12.30 | 128.00 | 29.30 |
| Profit / (Loss) for the year (1) | 344.42 | 36.51 | 334.27 | 70.58 |
| Other Comprehensive Income | - | - | - | - |
| Total Income | 344.42 | 36.51 | 334.27 | 70.58 |
| Balance of profit/loss for earlier years | - | - | - | - |
| Less: Transfer to Debenture Redemption Reserve | - | - | - | - |
| Less: Transferto Reserves | - | - | - | 70.58 |
| Less: Dividend paid on Equity Shares | - | - | - | - |
| Less: Dividend paid on Preference Shares | - | - | - | - |
| Less: dividend Distribution Tax | - | - | - | - |
| Balance carried forward | - | 36.51 | - | 0.03 |
| Earning per Equity Share | ||||
| Basic | 0.18 | 0.02 | 0.17 | 0.03 |
| Diluted (in Rs.) | 0.18 | 0.02 | 0.17 | 0.04 |
2. REVIEW OF OPERATIONS:
STANDALONE On Standalone basis, the total revenue of the Company for the financial year 2025-26 was Rs. 10,534.57 lakhs as against Rs. 6256.19 Lakhs for the previous financial year. The net profit for the financial year 2025-26 is Rs. 344.42 lakhs as against the net profit of Rs. 36.51 lakhs for the previous year.
CONSOLIDATED The total revenue of the Company for the financial year under review on consolidated basis was Rs. 13,696.90 lakhs as against Rs. 11,505.95 lakhs for the previous financial year. The company recorded a net profit of Rs. 334.27 Lakhs for the financial year 2025-26 as against the net profit of Rs 70.58 lakhs for the previous year.
3. BUSINESS UPDATE AND STATE OF COMPANYS AFFAIRS: The information on Companys affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY: During the period under review and the date of Boards Report there was no change in the nature of Business.
5. RESERVES: Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.
6. DIVIDEND The Directors have not recommended dividend for the year 2025-26.
7. MATERIAL CHANGES AND COMMITMENTS: There were no material changes and commitments affecting financial position of the company between 31st March, 2026 and the date of Boards Report. (i.e., 12.08.2026)
8. REVISION OF FINANCIAL STATEMENTS There was no revision of the financial statements for the year under review.
9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY: The Authorized Share Capital of your Company as on 31st March, 2026 stood at Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty Crores only) Equity shares of the face value of Re. 1/- (Rupee One Only). Company in its Extra-Ordinary General Meeting held on 05.07.2025 has increased the authorized capital of the Company from Rs. 27,00,00,000 (Rupees Twenty-Seven Crores only) divided into 27,00,00,000 (Twenty-Seven Crores) Equity Shares of Re. 1/- each to Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty Crores) Equity Shares of Re. 1/- each.
PAID UP CAPITAL The Issued, Subscribed and Paid-up Share Capital of the Company as on 31st March, 2026 is Rs. 19,50,81,000/- (Rupees Nineteen Crore Fifty Lakhs Eighty-One Thousand only) divided into 19,50,81,000 (Nineteen Crore Fifty Lakhs Eighty-One Thousand only) Equity shares of the face value of Re. 1- (Rupee One Only) each. During the year the Board of Directors in its meeting held on 08.12.2025 has allotted 5,00,000 Equity Shares to non-promoters for consideration other than cash basis i.e., towards acquisition of 2,50,000 equity shares (16.67% stake) in Straton Business Solutions Pvt. Ltd at an issue price of Rs. 10.5/- per share and as a result the paid up equity share capital has increased from Rs. 19,45,81,000 to Rs. 19,50,81,000/-
10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF): During the year under the review, the Company was not required to transfer any amount to Investor Education and Protection Fund (IEPF).
11. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.
The provisions of Section 125(2) of the Companies Act, 2013 (the Act) do not apply as there was no amount in the unclaimed dividend account remaining unpaid for FY 2016-17 under sub-section (5) of section 124 of the Companies Act, 2013. The details of Dividend of earlier years remain unclaimed by the shareholders as on 31.03.2026 are as given below:
| For Financial Year | Date of Declaration of Dividend | Last date of claiming dividend | Unclaimed amount as on 31.03.2026 | Due date for transfer to Investor Education and Protection Fund (IEPF) |
| 2020-21 | 20.09.2021 | 19.10.2021 | Rs.40,217.60 | 19.10.2028 |
Pursuant to provisions of Section 124 of Companies Act, 2013, the unclaimed dividend before the last date as mentioned above for the respective years, will be transferred to Investor Education and Protection Fund (IEPF) established by Government of India pursuant to Section 125 of the Companies Act, 2013. The shareholders whose dividend is not yet claimed are requested to write to the Company/RTA at the earliest for payment of the same.
12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANAGERIAL PERSONNEL: During the year under review and subsequent to the financial year 31.03.2026, following are the changes in Directors and KMP:
| S.no. | Name | Designation | Reason | Change |
| 1. | Mrs. Madhu Mala Solanki | Company Secretary & Compliance Officer | Resignation | 01.04.2025 |
| 2. | Mrs. Priyanka Agarwal | Company Secretary & Compliance Officer | Appointment | 01.04.2025 |
| 3. | Mrs. Srilatha Burugu | Non-Executive Director | Resignation | 30.05.2025 |
| 4. | Mr. Ravikanth Kancherla | Independent Director | Resignation | 30.05.2025 |
| 5. | Mrs. Mounika Pammi | Non-Executive Director | Appointment | 30.05.2025 |
| 6. | Mrs. Khushboo Joshi | Independent Director | Appointment | 30.05.2025 |
| 7. | Mrs. Priyanka Agarwal | Company Secretary & Compliance Officer | Resignation | 12.02.2026 |
| 8. | Mr. Raghavendra Koduganti | Independent Director | Completion of the 2nd Tenure | 20.04.2026 |
| 9. | Ms. Shalini Joshi | Company Secretary & Compliance Officer | Appointment | 29.05.2026 |
The Board places on record its sincere appreciation for the services rendered by the Directors and Company Secretary during their association with the Company.
13. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION: The Company has devised, inter alia, the following policies viz.: a) Policy for selection of Directors and determining Directors independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
The Policy for selection of Directors and determining Directors independence sets out the guiding principles for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual board members with diverse background and experience that are relevant for the Companys operations. The Policy is available on the Companys website and can be accessed at https://www.varimanglobal.com/investor/policies/Policy-on-Board-Evaluation.pdf The Companys remuneration policy is directed towards rewarding performance, based on review of achievements. The Policy is available on the Companys website and can be accessed at https://www.varimanglobal.com/investor/policies/NominationRemuneration-Policy.pdf
14. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS: The Company has received declarations from Mrs. Khushboo Joshi and Mr. Rama Chandram Chelikam Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and under regulation 16(1)(b) read with regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Independent Directors have also confirmed that they have complied Companys Code of Conduct. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). All the Independent Director of the Company, has successfully passed/exempted from requirement of passing the Online Proficiency Self-Assessment Test conducted by the Indian Institute of Corporate Affairs in terms of the applicable provisions of the Companies Act 2013 and the relevant rules made thereunder, considering their extensive experience and expertise.
15. CONFIRMATION AND OPINION OF THE BOARD ON INDEPENDENT DIRECTORS: All the Independent Directors of the Company have given their respective declaration/ disclosures under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfil the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board, after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management. The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.
16. BOARD MEETINGS: The Board of Directors duly met Seven (7) times during the Financial Year from 1st April 2025 to 31st March 2026. The dates on which the meetings were held are 01.04.2025, 30.05.2025, 07.06.2025, 13.08.2025, 13.11.2025, 08.12.2025 and 12.02.2026 in respect of which
meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
17. COMMITTEES: (I). AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange read with Section 177 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report. (II). NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR) Regulations with the Stock Exchange read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report. (III). STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the Stock Exchange read with Section 178 of the Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.
18. BOARD EVALUATION: Nomination and Remuneration Committee has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Nomination and Remuneration Committee after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. A separate meeting of independent directors was conducted on 12.02.2026 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.
The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc.
19. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014: A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - 1 to this Report. A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure - 2.
20. RATIO OF REMUNERATION TO EACH DIRECTOR: Under section 197(12) of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 a remuneration ratio of 12.62:1 is being paid to Mr. Sirish Dayata, Managing Director of the Company, a ratio of 8.25:1 is being paid to Mr. Praveen Dyta, Whole-time Director of the Company a ratio of 2.27:1 is being paid to Mr. Raja Pantham, Whole-time Director of the Company.
21. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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; (c) 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;
1. The Directors had prepared the annual accounts on a going concern basis; and
2. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
3. 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.
22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.
23. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT: During the Financial Year 2025-26, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
24. CEO/CFO CERTIFICATION: The Managing Director and Chief Financial Officer Certification on the financial statements u/r regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2025-26 is annexed as Annexure 13 in this Annual Report.
25. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES: Details of the Financial Performance of the Following Subsidiary Companies for the FY 2025-26 are as follows:
| S.no. | Name of the subsidiary | Revenue (in Rs.) | Net profit/Loss (in Rs.) |
| 1. | Straton Business Solutions Private Limited | 11,11,12,598 | 8,38,777 |
| 2. | Vertexe Vending and Enterprises Solutions Private Limited | 20,75,85,768 | 13,75,371 |
| 3. | V Joist Innovation Private Limited | Nil | (25,93,939) |
| 4. | Copact Edtech Private Limited | Nil | (6,35,171) |
As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary companies is prepared in Form AOC-1 and is attached as Annexure - 3 and forms part of this report.
26. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR: Variman Global Enterprises Ltd., which earlier held 83.33% stake in Straton Business Solutions Private Limited, acquired the remaining 16.67% stake through a preferential issue of 5,00,000 equity shares approved at the EGM held on 5th July 2025. Consequent to this acquisition, Straton Business Solutions Private Limited became a wholly owned subsidiary of Variman Global Enterprises Limited.
27. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT: Since the Company has not accepted any deposits during the Financial Year ended March 31, 2026, there has been no non-compliance with the requirements of the Act and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet. Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: During the year under review, the Company has given loans and made investments, as applicable, which attract the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and investments are disclosed in Note Nos. 4 and 6 to the Standalone Financial Statements of the Company. The Members of the Company, at the Extra-Ordinary General Meeting held on 05.07.2025, had approved the enhancement of the limits specified under Section 186 of the Companies Act, 2013, to Rs. 500 Crores (Rupees Five Hundred Crores Only).
29. RELATED PARTY TRANSACTIONS: Our Company has formulated a policy on related party transactions which is also available on Companys website related-party-transactions-policy.pdf. This policy deals with the review and approval of related party transactions. All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. During the financial year 2025-26, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arms length basis and in the ordinary course of business. The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-4 to this report.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder: A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment. B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company. C. Foreign Exchange Earnings and Out Go: Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
31. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY: Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year 2024-25, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
32. VIGIL MECHANISM/WHISTLE BLOWER POLICY: The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code
of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company www.varimanglobal.com .
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.
34. AUDITORS AND AUDITORS REPORT: A) STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT The members of the Company in accordance with Section 139 of the Companies Act, 2013 have passed a resolution for reappointment of M/s M.M. Reddy & Co., Chartered Accountants, Hyderabad as Statutory Auditors of the Company for a period of 5 years in the AGM held on 29.07.2022 to hold office up to the conclusion of 33rd Annual General Meeting of the Company for the FY 2026-27. The notes of the financial statements referred to in the Auditors Report issued by M/s. M.M. Reddy & Co., Chartered Accountants, Hyderabad for the financial year ended on 31st March, 2026 are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI. B) SECRETARIAL AUDIT REPORT: In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Manoj Parakh & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2026. The Secretarial Audit was carried out by M/s. Manoj Parakh &
VARIMAN GLOBAL ENTERPRISES LIMITED
Associates, Company Secretaries for the financial year ended March 31, 2026. The Report given by the Secretarial Auditor is annexed herewith as Annexure-5 and forms integral part of this Report. The Secretarial Audit Report contains the following qualifications, reservation or adverse remark:
?‚? The Company, in its Extra Ordinary General Meeting held on 05 July 2025, approved the increase in authorised share capital from ?‚?27,00,00,000/- (Twenty Seven Crores) divided into 27,00,00,000 equity shares of Re.1/- each to ?‚?50,00,00,000/- (Fifty Crores) divided into 50,00,00,000 equity shares of Re.1/- each. However, the Company has not filed Form SH 7 with the Registrar of Companies under Section 64 of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014. Reply from Management: The Company is in the process of filing form SH-7. The Secretarial Audit Reports of the Material Subsidiaries of the Company namely Straton Business Solutions Private Limited and Vertexe Vending and Enterprises Solutions Private Limited are annexed to the annual report as Annexure 6 & Annexure 7 respectively. C) ANNUAL SECRETARIAL COMPLIANCE REPORT: SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated 29.05.2026, was given by M/s. Manoj Parakh & Associates, Practicing Company Secretary which was submitted to Stock Exchange within 60 days of the end of the financial year. D) INTERNAL AUDITORS: The Board has appointed M/s. ABK & Co., Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2025-26. Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s ABK & Co., the Internal Auditor of the Company.
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Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.
35. SECRETARIAL STANDARDS Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
36. DECLARATION BY THE COMPANY The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2026.
37. ANNUAL RETURN: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company www.varimanglobal.com
38. DISCLOSURE ABOUT COST AUDIT: Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure 6 to this report.
40. FAMILIARISATION PROGRAMMES: The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a
continuing basis. The familiarization programme for Independent Directors is disclosed on the Companys website https://www.varimanglobal.com/investor/regulations-46/familiarisation.pdf .
41. INSURANCE: The properties and assets of your Company are adequately insured.
42. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure 9 for information of the Members. The Certificate(s) issued by M/s Manoj Parakh & Associates, Practicing Company Secretaries, pertaining to compliance of Corporate Governance conditions as applicable to the Company and no Disqualification/ Debarment of its Directors from holding Directorship in the Company is annexed to Corporate Governance Report.
43. NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES: None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors. No compensation was paid to the Independent and Non-Executive Directors.
44. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178: The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.
In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached a part of Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.
45. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website ( www.varimanglobal.com ).
46. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace. This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy. The policy is available on the website at www.varimanglobal.com . As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Committee at all its locations known as the Prevention of Sexual Harassment (POSH) Committees, to inquire and redress complaints received regarding sexual harassment. During the year under review, there were no Complaints pertaining to sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is the summary of sexual harassment complaints received and disposed during the calendar year. No. of complaints received: Nil No. of complaints disposed off: Nil No. of cases pending for more than ninety days: Nil
47. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY: The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures are not required.
48. FAILURE TO IMPLEMENT CORPORATE ACTIONS: During the year under review, the Company did not undertake any corporate action that remained unimplemented.
49. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.
50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS: During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.
51. POLICIES: The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.varimanglobal.com . The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.
52. RISK MANAGEMENT POLICY: The Company has developed and implemented a comprehensive Risk Management Policy for identifying, assessing and mitigating various risks that may affect its operations and overall performance. The Risk Management Policy is available on the Companys website at www.varimanglobal.com .
53. EVENT BASED DISCLOSURES: During the year under review, the Company has not taken up any of the following activities except as mentioned:
| Sl. No. | Details Related to ESOPs | VGEL Employee Stock Option Scheme 2025 |
| 1. | Description of each ESOP that existed at any times during the year, including the general terms and conditions of each ESOPs including: | |
| a. | Date of Shareholders Approval | The scheme was approved by the members at the EGM on 5th July 2025. |
| b. | Total no. of options approved under ESOPs | 50,00,000 Options |
| c. | Vesting Requirements | 100% vesting on completion of 1 year from the date of grant. The vesting period shall not be less than 1 year and not more than 5 years from the date of grant of options. |
| d. | Exercise price or Pricing Formula | The Exercise Price shall not be less than the par value of the Equity Share and shall not exceed market price of the equity share of the Company as on date of grant of Option which may be decided by the Committee. |
| e. | Maximum term of options granted | 5 years |
| f. | Source of shares (primary, secondary or combination) | Primary |
| g. | Variation in terms of options | - |
| 2. | Method used to account for ESOPs | Fair value |
| 3. | Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. | In case the Company opts for expensing of the options using the Intrinsic values, the Intrinsic value and its impact on the profits and on EPS will be communicated accordingly. |
| 5. Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to - a. | senior managerial personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 | Nil |
| b. | any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year | Nil |
| c. | identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant | Nil |
d. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: (a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; (b) the method used and the assumptions made to incorporate the effects of expected early exercise; (c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and (d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition. Disclosure in compliance with the Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the company website of the company at https://www.varimanglobal.com/investor/esop-scheme-2025.pdf Further, a certificate from M/s. Manoj Parakh & Associates, Secretarial Auditor of the Company certifying that the ("VGEI ESOS 2025") has been implemented in accordance with these regulations and in accordance with the resolution of the Company in the general meeting is enclosed as Annexure - 10
7. Convertible Warrants: During the previous financial year, the board at their meeting held on 11.05.2024 had allotted 2,69,80,000 Convertible Warrants at an issue price of 20/- per warrant to non-promoters on receipt of 25% upfront amount. As the warrant holders did not exercise the conversion option within the stipulated period of 18 months from the date of allotment, the said warrants lapsed on 10 November 2025, and the upfront amount paid thereon was forfeited in accordance with the terms of the issue.
8. Preferential Allotment of Shares: The Company in its Extra Ordinary General Meeting held on 05.07.2025 has approved:
1. Issue of 5,00,000 equity shares of the Company on a preferential basis to the non-promoter shareholder(s) of Straton Business Solutions Private Limited, a subsidiary of the Company, for consideration other than cash, on a share swap basis. The Company received the in-principle approval from BSE Limited on 06 February 2026 in respect of the said preferential issue. Further, the Board of Director in its meeting held on 08 December 2025 approved the allotment of 5,00,000 Equity Shares of face value Re.1/- each at an issue price of Rs. 10.50/- per share (including a premium of Rs. 9.50/-) to non-promoters on preferential basis for consideration other than cash towards consideration for acquisition of 2,50,000 Equity Shares of Rs.10/- each constituting 16.67% (approx.) stake in the paidup equity capital of Straton Business Solutions Private Limited.
54. INTERNAL AUDIT AND FINANCIAL CONTROLS: The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.
55. CREDIT & GUARANTEE FACILITIES: The Company has not availed credit and guarantee facilities.
56. ENVIRONMENT AND HUMAN RESOURCE DEVELOPMENT: Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has
been taking utmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government. We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.
57. STATUTORY COMPLIANCE: The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects except: The Company has not yet filed Form SH 7 with the Registrar of Companies for increase in authorised share capital from 27,00,00,000/- (Twenty Seven Crores) divided into 27,00,00,000 equity shares of Re.1/- each to 50,00,00,000/- (Fifty Crores) divided into 50,00,00,000 equity shares of Re.1/- each as approved by the shareholders in its Extra Ordinary General Meeting held on 05 July 2025. However, the Company has not yet filed Form SH 7 with the Registrar of Companies. Mrs. Priyanka Agarwal was appointed on 01 April 2025 and subsequently resigned from her position with effect from 28 January 2026. Thereafter, Ms. Shalini Joshi was appointed on 29 May 2026. The said appointment was made beyond a period of three months from the date of resignation of Mrs. Priyanka Agarwal. Consequently, BSE Limited levied a monetary penalty of 58,000 plus 18% GST on the Company for this non-compliance. The company has paid the fine on 21.08.2026 to BSE Limited.
58. DEVIATIONS, IF ANY OBSERVED ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL ISSUE ETC: During the year under review, there has been no deviation in the utilisation of funds raised through preferential issue.
59. ACKNOWLEDGEMENTS: Your directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation, support and smart
work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come. Your directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, ROC etc. for their continued support for the growth of the Company.
For and on behalf of the Board Variman Global Enterprises Limited
Place: Hyderabad Date: 12.08.2026
Sirish Dayata Managing Director DIN: 01999844
Raja Pantham Whole Time Director & CFO
DIN: 07547750
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