The Directors have pleasure in presenting before you the 31st Board's 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)

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 Board's 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 COMPANY’S AFFAIRS:

The information on Company's 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 Board's 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
Board's 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:

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

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
Company's 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. DIRECTOR’S 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:

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 arm's 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 arm's 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 Company's 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 Company's 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 Company's 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 Company's website www.varimanglobal.
com

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 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. COMPANY’S 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.

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 employee's 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:

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.

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

Pl_ace: Hyd_erabad Managing Director Whole Time Director

Date: 13.08.2025 DIN: 01999844 & CFO

DIN: 07547750