Variman Global Enterprises Ltd Directors Report

To the Members,

The Directors have pleasure in presenting before you the 31st Boards Report of the Company together with the Audited Statements of Accounts (Standalone and Consolidated) for the year ended 31st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March, 2025 has been as under:

(Rupees in Lakhs)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	5,994.39	4,992.19	10862.46	11332.83
Other Income (Including Exceptional Items)	531.81	262.62	643.49	48.98
Total Expenses	6238.79	5016.36	10943.75	11301.96
Profit/loss before Depreciation, Finance Costs,	287.40	238.45	562.205	514.85
Exceptional items and Tax Expense
Less: Depreciation/ Amortization/ Impairment	54.09	37.76	77.51	52.81
Profit /loss before Finance Costs, Exceptional items and Tax Expense	233.31	200.69	484.70	462.04
Less: Finance Costs	184.62	138.64	384.82	305.70
Profit /loss before Exceptional items and Tax Expense	48.69	62.05	99.88	156.34
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	48.69	62.05	99.88	156.34
Less: Tax Expense (Current & Deferred)	12.30	12.41	29.30	19.34
Profit / (Loss) for the year (1)	36.39	49.64	70.58	131.29
Other Comprehensive Income	-	-	-	-
Total Income	36.39	49.64	70.58	131.29
Balance of profit /loss for earlier years	-	-	-	-
Less: Transfer to Reserves	-	-	70.58	131.29
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward	36.39	49.64	-	-
Earning per Equity Share
Basic (in Rs.)	0.02	0.03	0.04	0.06
Diluted (in Rs.)	0.02	0.03	0.04	0.06

2. REVIEW OF OPERATIONS: CONSOLIDATED

The total revenue of the Company for the financial year under review on consolidated basis was Rs. 11,505.95 lakhs as against Rs. 11,816.81 lakhs for the previous financial year. The company recorded a net profit of Rs. 70.58 Lakhs for the financial year 2024-25 as against the net profit of Rs 136.99 lakhs for the previous year.

STANDALONE

On Standalone basis, the total revenue of the Company for the financial year 2023-24 was Rs. 6256.19 lakhs as against Rs. 5,254.82 Lakhs for the previous financial year. The net profit for the financial year 2024-25 is Rs. 36.39 as against the net profit of Rs. 49.64 lakhs for the previous year.

During the period under review and the date of Boards Report there was no change in the nature of Business.

3. DIVIDEND

The Directors have not recommended dividend for the year 2024-25.

4. 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.

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.

The Closing balance of reserves, including retained earnings, of the Company as at March 31st 2025 is Rs. 1120.39 Lakhs.

6. 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.

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March,2025 and the date of Boards Report. (i.e., 13.08.2025)

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 March 31, 2025 stood at Rs. 27,00,00,000/- (Rupees Twenty-seven Crores only) divided into 27,00,00,000 (Twenty-seven 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 your Company was Rs. 19,45,81,000/- (Rupees Nineteen Crore Forty-Five Lakhs Eighty-One Thousand only) divided into 19,45,81,000 (Nineteen Crore Forty-Five Lakhs Eighty-One Thousand only) Equity shares of the face value of Re. 1- (Rupee One Only) each.

10. INVESTOR EDUCTION 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.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

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 31.03.2025 are as given below:

For Financial Year	Date of Declaration of Dividend	Last date of claiming dividend	Unclaimed amount as on 31.03.2025	Due date for transfer to Investor Education and Protection Fund (IEPF)
2020-21	20.09.2021	19.10.2021	Rs. 137874.60.	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 MANANGERIAL PERSONNEL

S.no.	Name	Designation	Reason	Date of appointment /Resignation
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

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. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL

BASIS

The Company has received declarations from Mr. K. Raghavendra Kumar, Mrs. Srilatha Burugu and Mr. Rama Chandra 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).

14. BOARD MEETINGS:

The Board of Directors duly met Eight (8) times on 11.05.2024, 30.05.2024, 13.08.2024, 09.09.2024, 14.11.2024, 08.02.2024, 13.02.2024 and 25.03.2025 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.

15. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

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.

16. 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:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure–1 to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure–2 to this report.

17. 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 7.86:1 is being paid to Mr. Dayata Sirish, Managing Director of the Company, a ratio of 9.82:1 is being paid to Mr. Praveen Dyta, Whole-time Director of the Company and a ratio of 2.44:1 is being paid to Mr. Raja Pantham, Whole-time Director of the Company.

18. 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

19. 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.

20. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, 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.

21. 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 2024-25 is annexed in this Annual Report.

22. INFORMATION ABOUT THE FINANCIAL PERFORMANCE /

FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

Details of the following Subsidiaries as on 31.03.2025 are mentioned below:

Amt in Rs.

S.no.	Name of the subsidiary	Revenue	Net profit
1.	Straton Business Solutions Private Limited	27,02,45,479	30,20,230
2.	Verteex Vending and Enterprises Solutions Private Limited	22,07,45,197	11,84,432
3.	V Joist Innovation Private Limited	Nil	Nil
4.	Copact Edtech Private Limited	Nil	Nil

Copact Edtech Private Limited, has become a wholly owned subsidiary of the Company w.e.f., 09.09.2024

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.

23. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED

TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

There have been no companies which have become or ceased to be the subsidiaries, during the year. However, Copact Edtech Private Limited, has become a wholly owned subsidiary of the Company w.e.f., 09.09.2024.

24. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations) and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements which have been prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this Annual Report.

25. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2025 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

26. 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, 2025, there has been no non-compliance with the requirements of the Act.

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.

The Company complied with this requirement within the prescribed timelines.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

28. 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 2024-25, 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.

The RPT Policy is available on the Companys website at www.varimanglobal.com

29. 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

30. 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.

(IV). RISK MANAGEMENT COMMITTEE: The Company has been undertaking the activity of identifying key business and sustainability risks and taking appropriate actions to mitigate such risks from time to time. Matters related to risk identification and management are periodically reviewed and shared with the Board of Directors for their information and guidance.

The Company has also put in place a Risk Management Policy, under which various risks associated with business operations are identified, and suitable risk mitigation plans are implemented to address them effectively. In line with its commitment to sound governance practices, the Company has constituted a Risk Management Committee of the Board to oversee and strengthen the risk management framework.

The details regarding the constitution of the Committee and its terms of reference are provided in the Report on Corporate Governance forming part of this Annual Report.

Although the provisions relating to the constitution of a Risk Management Committee are not applicable to the Company, the Board, as a measure of good corporate governance and to further strengthen the Companys risk oversight framework, has voluntarily constituted a Risk Management Committee.

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, 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 to be held in the year 2027.

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, 2025 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:

i. 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, 2025.

The Secretarial Audit was carried out by M/s. Manoj Parakh & Associates, Company Secretaries for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed herewith as Annexure- 5 and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ii. Secretarial Audit of Material Unlisted Indian Subsidiaries:Straton

Business Solutions Private Limited and Verteex Vending and Enterprises Solutions Private Limited are material subsidiaries of the Company.The Secretarial Audit for the Financial Year 2024-25 was carried out pursuant to Section 204 of the Companies Act 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Secretarial Audit Report of both the subsidiaries, are provided by M/s. Manoj Parakh and Associates, Practicing Company Secretaries.The Reports given by the Secretarial Auditor is annexed herewith and forms integral part of this Report.As required under Regulation 16(1) (C) of Listing Regulations, the Company has formulated and adopted a policy for determining ‘Material Subsidiaries, which has been hosted on its website at: www.varimanglobal.com

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 26.05.2025, 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 VASG & Associates, Chartered Accountants, Hyderabad as Internal Auditors for the Financial Year 2024-25.

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 VASG & Associates., the Internal Auditor of the Company.

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, 2025.

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 www.varimanglobal. com

41. INSURANCE:

The properties and assets of your Company are adequately insured.

42. C O R P O R AT E G O V E R N A N C E A N D S H A R E H O L D E R S

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 7 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 vide Annexure – 8 respectively.

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 SUBSECTION (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.

All employees are covered under this policy. During the year 2024-25, there were no complaints received by the Committee.

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 is not required.

48. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

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

52. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares:

The Company in its Extra Ordinary General Meeting held on 14.03.2024 approved the issue of 6,90,30,000 (six crore Ninety Lakhs and Thirty Thousand Only) convertible warrants to promoters and non-promoters at an issue price of Rs 20 per share (including a premium of Rs 19 per share) aggregating upto Rs 1,38,06,00,000 (Rupees One Hundred and Thirty-eight crores and Six Lakhs only). However, The Board in its meeting held as on 11.05.2024 approved the allotment of 2,69,80,000 convertible warrants to Non promoters at an issue price of Rs 20/- per warrant.

8. The Company in its Extra Ordinary General Meeting held on 05.07.2025 has approved:

1. Raising of funds and issuance of securities through QIP and/or FCCB and/or any other permissible modes

2. Increase in the authorized share 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

3. Issue of 32,37,600 equity shares on preferential basis to non-promoters (shareholders of Cultnerds IT Solutions Private Limited) for consideration other than cash on swap basis (in-principle approval for the same from BSE Limited is pending)

4. Issue of 5,00,000 equity shares on preferential basis to non-promoters (shareholder of Straton Business Solutions Private Limited, subsidiary) for consideration other than cash on swap basis (in-principle approval for the same from BSE Limited is pending)

5. Variman Global Enterprises Limited - Employee Stock Option Scheme 2025 (VGEL ESOS- 2025)

53. 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 statues, 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.

54. CREDIT & GUARANTEE FACILITIES:

The Company has not availed credit and guarantee facilities.

55. ENVIRONMENTS 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 upmost 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.

56. 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.

57. DEVIATIONS, IF ANY OBSERVED ON FUNDS RAISED THROUGH

PUBLIC ISSUE, PREFERENTIAL ISSUE ETC:

The Board in its meeting held as on 11.05.2024 has raised through preferential issue approving the allotment of 2,69,80,000 convertible warrants to Non promoters at an issue price of Rs 20/- per warrant aggregating to Rs. Rs.13,49,00,000 (i.e., being 25% upfront amount of convertible warrants). The Company has used the funds towards the objects as mentioned in the notice of Extra Ordinary General Meeting and there is no deviation in the usage of the proceeds of the preferential allotment.

During the year under review, there has been no deviation in the utilsation of funds raised through preferential issue.

58. EMPLOYEE STOCK OPTION SCHEME:

The Company in its EGM held on 05.07.2025 has approved an Employee Stock Option Scheme, "VGEL- ESOS 2025" which helps the Company to attract and retain right talent.

Any material changes in the scheme(s) and whether the scheme(s) is / are in compliance with the regulations: There are no changes in the ESOP scheme till date from its approval. The scheme is in compliance with the Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021.

Following are the details of the ESOPs as on 31st March 2025:

SI. No. Details Related to ESOPS	VGEL- ESOS 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	05.07.2025
b. Total no. of options approved under ESOPs	50,00,000 (Fifty Lakhs) Equity Shares
c. Vesting Requirements	In any event, 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	Options may be granted at an Exercise Price equal to the Market Price per Share or a discounted price as determined by the NRC; provided such Exercise Price shall not be less than the Par Value or Face Value per Share (INR 1) on the grant date or such other minimum price required by Applicable Laws.
e. Maximum term of options granted	5 years
f. Source of shares (primary, secondary or combination)	Primary
g. Variation in terms of options	NA
2. Method used to account for ESOPs	Fair value
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.
3. Option movement during the year:	Not Applicable at this stage
a. Number of options outstanding at the beginning of the period	Not Applicable at this stage
c. No. of options granted during the year	Not Applicable at this stage
d. No. of options forfeited/lapsed during the year	Not Applicable at this stage
e. No. of options vested during the year	Not Applicable at this stage
f. No. of options exercised during the year	Not Applicable at this stage
g. No. of shares arising as a result of exercise of options	Not Applicable at this stage
h. Money realized by exercise of options (INR), if scheme is implemented directly by the company	Not Applicable at this stage
i. Loan repaid by the trust during the year from exercise price received	Not Applicable at this stage
j. No. of option outstanding at the end of the year	Not Applicable at this stage
k. No. of options exercisable at the end of the year	Not Applicable at this stage
4. Weighted average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock	Not Applicable at this stage
Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted	Not Applicable at this stage
A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:	Not Applicable at this stage
1. 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
2. The method used and the assumptions made to incorporate the effects of expected early exercise
3. how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and
4. 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 website of the company www.varimanglobal.com

Further, a certificate from M/s. Manoj Parakh & Associates, Secretarial Auditor of the Company certifying that the ("VGEL- 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-8.

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 thanks 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.

60. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

61. Disclosures made by the Company during the year 2024-25:

1. Company on 29.07.2024 has received a Purchase Order of Rs. 3.10 Crores from Eastern Power Distribution Company of A.P. Limited for supply of 678 units of Desktop Computers.

2. The Subsidiary of the Company, Copact Edtech Private Limited has entered into an agreement with Ducere Publishing having Office at 120 Newport Center Drive. Newport Beach. CA 92660 for providing various courses in different Universities as mentioned below on 03.10.2024.

S.no.	University Partner	Program
1.	College de Paris	Masterclass MBA
2.	Rome Business School	Global MBA
3.	University of East London	Executive MBA, Accelerated Bachelors Degree
4.	Kennedy University	Executive MBA, Global MBA, MBA Space Leadership

3. The Subsidiary of the Company, Copact Edtech Private Limited has entered into Memorandum of Understanding with International University of Monaco(lUM), with an intention to provide the Exclusive IUM Luxury Management programme for Indian students on 12.11.2024.

4. The Company had participated in bid dated 31.12.2024, for execution of supply of "744 Desktop Computer for ASU-GS02/ASU/IT/001" for amount Rs. 5,95,11,563.04 and the same was accepted by Assam Skill University Project (ASUP)- PMU.

	For and on behalf of the Board
	Variman Global Enterprises Limited
	Sd/-	Sd/-
	D. Sirish	Raja Pantham
Place: Hyderabad	Managing Director	Whole Time Director
Date: 13.08.2025	DIN: 01999844	& CFO
		DIN: 07547750