Variman Global Enterprises Ltd

AGM details

• 32nd AGM held on 29 September 2026 at 12:30 P.M. via VC/OAVM.
• Scrutinizer's Report submitted under Section 108 and Rule 20.

AGM Details

• Date and time: 29-09-2026 at 12:30 p.m.; mode: video conference/AV.
• Meeting concluded at 12:52 p.m.
• Quorum: 67 members attended.

Resolutions Put to Vote

• Ordinary Resolution 1: Adopt audited financial statements and notes.
• Ordinary Resolution 2: Re-appoint Mounika Pammi (retire by rotation).
• Special Resolution 3: Revision of remuneration for Praveen Dyta.
• Special Resolution 4: Revision of remuneration for Raja Pantham.
• Special Resolution 5: Re-appoint Sirish Dayata as Managing Director.
• Special Resolution 6: Re-appoint Praveen Dyta as Whole-Time Director.
• Special Resolution 7: Re-appoint Raja Pantham as Whole-Time Director.
• Special Resolution 8: Preferential issue of equity shares to non-promoters.
• Special Resolution 9: Preferential issue of convertible warrants to promoters and non-promoters.

Voting Outcomes

• All resolutions passed; one had minor opposition (Resolution 4).

Dividend

• No dividend declared or proposed.

Directors & Management Changes

• Mounika Pammi to be re-appointed as director (retirement by rotation).
• Sirish Dayata re-appointed as Managing Director.
• Praveen Dyta re-appointed as Whole-Time Director.
• Raja Pantham re-appointed as Whole-Time Director.

Capital Actions

• Approval for preferential equity issue to non-promoters.
• Approval for preferential convertible warrants issue to promoters and non-promoters.

Auditors & Related Parties

• No change in statutory/secretarial/cost auditors announced.
• No material related-party transactions approved.

Variman Global Enterprises Limited: Trading window closed from 01.10.2026 till 48 hours after the declaration of Un-Audited Financial Results (standalone and consolidated) for the Quarter and Half-year ended 30.09.2026.

Overview & snapshot

• FY2025-26 standalone revenue: 10,365.06 Lakhs; up from 5,994.39.
• Consolidated revenue: 13,696.90 Lakhs; consolidated net profit: 334.27 Lakhs.
• EPS: standalone 0.18; consolidated 0.17.
• Dividend: not recommended for FY2025-26.

Financials – performance

• Standalone net profit after tax: 344.42 Lakhs.
• Consolidated net profit after tax: 334.27 Lakhs.
• Return on net worth (standalone): 7%.
• Cash and cash equivalents (standalone): 3.56 Lakhs.

Capital actions & AGM

• 32nd AGM on 29 Sep 2026 via VC/OAVM; cut-off date 22 Sep 2026.
• Remuneration: Praveen Dyta eligible for up to 15,00,000 VGEL ESOS-2025.
• Raja Pantham eligible for up to 10,00,000 VGEL ESOS-2025.
• Re-appointment: Sirish Dayata as MD 01.10.2026–30.09.2029 at Rs 10 lakh/month.
• Re-appointment: Praveen Dyta as WTD 02.04.2027–01.04.2030 at Rs 4.5 lakh/month.
• Re-appointment: Raja Pantham as WTD 20.04.2027–19.04.2030 at Rs 1.5 lakh/month.

Capital raise details

• Up to 1,67,32,245 Equity Shares at Rs 4.65; non-promoter category.
• Up to 3,90,00,000 Convertible Warrants to be issued on preferential basis.
• Straton acquisition: 5,00,000 equity shares issued to Straton’s non-promoter shareholders.
• Pricing basis: Rs 4.65 per share; Relevant Date 28.08.2026; Maitri Valuation Report used.
• Shares to be listed on BSE; 90-day lock-in; Form PAS4 sequencing.

Governance & board changes

• Board comprises 6 directors; 2 Independent Directors.
• Shalini Joshi appointed Company Secretary on 29 May 2026; prior changes in 2025-26.
• Independent Directors include Khushboo Joshi and Rama Chandram Chelikam; meeting on 12 Feb 2026.
• Board evaluation completed on 12 Feb 2026.

Subsidiaries & related parties

• Material subs: Straton (100%), Verteex (51%), V Joist (82.43%), Copact Edtech (99%).
• Related party transactions are at arm's length; no material RPT; policy on website.
• Inter-company balances: Straton receivable 914.39; Verteex 228.50; V Joist 217.82 lakhs.

Audit & internal controls

• Statutory auditor: M M Reddy & Co; Secretarial: Manoj Parakh; Internal: ABK & Co.
• Inventory emphasis: closing stock 6,34,18,946; 2,59,57,090 non-moving; apparel segment closed.
• No fraud reported; internal controls deemed adequate.

Outlook & risks

• FY2026-27 outlook: revenue growth supported by government IT spending and managed services.
• Risks include competitive pressures, rapid tech changes, supply chain, cybersecurity threats.
• Management aims to expand in Andhra Pradesh, Maharashtra, Tamil Nadu; pursue govt/PSU opportunities.

Withdrawal summary

• Board withdrew the proposed acquisition of Ecogenics Technologies and Systems Limited and related share swap.
• Initial plan involved swap for up to 41,07,42,006 shares at Rs 4.65 each.
• Withdrawal follows non-receipt of PAN details from selling shareholders, blocking filing of in-principle application.
• The proposed authorised capital increase from Rs 50 crore to Rs 67 crore is withdrawn.
• Board approval for the swap and acquisition was granted by Circular Resolution on 07.09.2026, now withdrawn.
• Management stated withdrawal is for information of the Exchange.

Capital structure changes

• Authorised capital raised to Rs 67,00,00,000 from Rs 50,00,00,000, subject to shareholder approval.

Equity and warrants issuances

• preferential equity issue up to 1,67,32,245 shares at Rs 4.65 to non-promoters.
• Shareholder approval to be obtained at ensuing General Meeting.
• Convertible warrants up to 3,90,00,000 at Rs 4.65 to promoters and others.
• Subject to shareholder approval.
• Post-issue promoter holding 11.35%, public 88.65%.

Acquisition of Ecogenics Technologies and Systems Limited

• Acquisition of ~99.99% stake via swap for up to 41,07,42,006 shares.
• Swap ratio 27.45:1; consideration Rs 4.65 per share.
• Total cost of acquisition Rs 190.995 crore.
• Completion within 12 months from AGM, subject to approvals.
• Ecogenics has no operating revenue; UK-based investment holding; invested via Digit Africa.

Meeting Details

• Board meeting on 29 August 2026 at the Registered Office.

Key Agenda Items

• Proposal to raise funds via preferential issue of equity shares/convertibles to promoters and others.
• Acquisition of companies in India or abroad via private placement of equity or other securities.
• Any other business with the chair's permission.

Other Notes

• Trading window closed from 24 Aug 2026 until 48 hours after conclusion of Board Meeting.

MD and Director re-appointments

• Sirish Dayata: MD re-appointment for 3 years, effective 01 Oct 2026; not debarred; shares 3,85,36,200.
• Praveen Dyta: WTD re-appointment for 3 years, effective 02 Apr 2027; not debarred; NIL.
• Raja Pantham: WTD re-appointment for 3 years, effective 21 Apr 2027; not debarred; shareholding 3,00,000.
• Rama Chandra Chelikam: Independent Director re-appointment for 5 years, effective 22 Jun 2027; not debarred.

Financials & ESOS

• Unaudited standalone and consolidated results approved for quarter ended 30.06.2026.
• 50 lakh VGEL ESOS-2025 options granted at ₹1 exercise price.
• Options vest after 1 year; exercisable within 5 years.
• Total number of shares arising on exercise: 50,00,000.

Directors & AGM

• MD Sirish Dayata re-appointed as Managing Director for 3 years from 01.10.2026.
• WTD Praveen Dyta re-appointed for 3 years from 02.04.2027.
• WTD Raja Pantham re-appointed for 3 years from 20.04.2027.
• Independent Director Rama Chandra Chelikam re-appointed for 5 years from 22.06.2027.
• 32nd Directors Report for FY2025-26 and AGM notice issued.
• MD authorized to fix date/time/venue of 32nd AGM.

Directors' shareholding

• Sirish Dayata holds 3,85,36,200 equity shares.
• Praveen Dyta holds NIL equity shares.
• Raja Pantham holds 3,00,000 equity shares.
• Rama Chandra Chelikam holds NIL equity shares.

Meeting Details

• Date: 12 August 2026; Time: not disclosed; Location: Registered Office.

Key Agenda Items

• Unaudited standalone and consolidated financial results with Limited Review Report for quarter ended 30.06.2026.

Other Notes

• Trading window closed from 01.07.2026 to 48 hours after the quarterly unaudited results declaration.