Board Meeting Details

The Board of Directors meeting was held on Saturday, 29th August 2026 at 11:30 a.m. at the Registered Office of the Company at 1-2-217/10, Domalguda, Hyderabad, Telangana, 500029. The meeting concluded at 09:45 p.m.

Key Decisions Approved

1. Increase in Authorized Share Capital

The Board approved increasing the Authorized Share Capital of the Company from ₹50,00,00,000 (Rupees Fifty Crores Only) divided into 50,00,00,000 (Fifty Crores) equity shares of Re. 1/- each to ₹67,00,00,000 (Rupees Sixty-Seven Crores Only) divided into 67,00,00,000 (Sixty-Seven Crores Only) equity shares of Re. 1/- each. This is subject to approval of shareholders in the ensuing General Meeting.

2. Preferential Allotment of Equity Shares

The Board approved issuance of not exceeding 1,67,32,245 (One Crore Sixty-seven lakhs thirty-two thousand two hundred and forty five Only) equity shares of Re. 1/- each at an issue price of ₹4.65 (Rupees Four and Sixty-Five Paise only) each (including premium of ₹3.65 each) to certain identified non-promoter persons/entities by way of preferential allotment. The total issue aggregates to ₹7.78 crores. This is subject to shareholder approval in the ensuing General Meeting.

Details of Equity Share Allotment:

  • Number of investors: 29 non-promoter individuals/entities
  • Post-allotment impact: Promoters will hold 7,56,42,845 equity shares (11.35%) and public will hold 59,09,12,406 equity shares (88.65%) of post-issue capital (on dilution basis)
  • Investor list includes: Puneet Aggarwal (26,88,172 shares), Stondus Consultancy (21,50,538 shares), Manoj Kumar Kopparapu (10,10,753 shares), and 26 other investors with allocations ranging from 2,02,150 to 8,60,215 shares
3. Preferential Allotment of Convertible Warrants

The Board approved issuance of not exceeding 3,90,00,000 (Three Crores Ninety Lakhs Only) convertible warrants at an issue price of ₹4.65 (Rupees Four and Sixty-Five Paise only) each to Promoter and Non-Promoters by way of preferential allotment. Each warrant is convertible into 1 fully paid-up equity share of Re. 1/- each. The total issue aggregates to ₹18.13 crores. This is subject to shareholder approval.

Details of Convertible Warrants Allotment:

  • Number of investors: 13 (1 promoter + 12 non-promoters)
  • Promoter allocation: Dayata Sirish (2,15,00,000 warrants)
  • Non-promoter allocations include: C Jai Raj Kumar (64,00,000 warrants), Eswar Reddy Kadireddy (40,00,000 warrants), and 10 other investors with allocations ranging from 2,00,000 to 15,00,000 warrants
  • Conversion terms: Warrants are convertible into equal number of equity shares at ₹4.65 per share on or before 18 months from date of allotment. Failure to convert will result in forfeiture of amount paid along with non-converted warrants.
  • Post-conversion impact: Promoters will hold 7,56,42,845 equity shares (11.35%) and public will hold 59,09,12,406 equity shares (88.65%) of post-issue capital (on dilution basis)
4. Acquisition of Ecogenics Technologies and Systems Limited

The Board approved acquisition of 99.99% (approx.) stake in Ecogenics Technologies and Systems Limited (ETSL) on swap basis through preferential allotment by issue of up to 41,07,42,006 (Forty-one Crores Seven lakhs forty-two thousand and six) Equity Shares of Re. 1/- each at an issue price of ₹4.65 each (including premium of ₹3.65 each) for consideration other than cash. The swap ratio is 27.45:1 i.e., 27.45 equity shares of Variman Global Enterprises Limited for every 1 equity share of GBP 1 each held by selling shareholders of ETSL. This is subject to shareholder approval and receipt of applicable regulatory approvals.

Details of Ecogenics Technologies and Systems Limited:

  • Incorporated in Scotland, United Kingdom on 21.05.2020 (Company number SC661755)
  • Issued and fully paid-up capital: 14,963,280 ordinary shares of GBP 1 each (GBP 14,963,280)
  • Main activity: Investment holding company with investment in Digit Africa Limited located in Republic of Liberia
  • Financial performance (01.06.2025-30.06.2026): Gain on investment of GBP 2,35,720
  • No operating business or revenue from operations during last three financial years
  • Principal assets comprise investments that do not generate fixed dividend income

Acquisition Rationale and Impact:

  • Variman Global is an IT solutions company engaged in software development, IT infrastructure solutions, and distribution of IT hardware with 800+ online and offline retailers, resellers, and system integrators across Telangana
  • Acquisition aims to strengthen global presence and support international expansion strategy
  • ETSL currently holds 40% equity stake in Digit Africa, a company incorporated in Liberia
  • Digit Africa's presence in Liberia will help Variman access markets of Nigeria, Ghana, Senegal, Côte d'Ivoire and other African countries
  • Digit Africa has established local infrastructure, experienced personnel, business relationships, and financial resources to support Variman's expansion
  • Expected to provide immediate access to operational capabilities, local market presence and distribution networks in Africa
  • Acquisition being undertaken as strategic step towards expanding geographical footprint

Acquisition Terms:

  • Consideration: Share swap (no cash outflow)
  • Cost of acquisition: ₹190.995 crores for allotment of 41,07,42,006 equity shares at ₹4.65 per share
  • Percentage acquired: 99.99% stake in ETSL
  • Post-transaction: Variman will become Holding Company of ETSL and indirectly hold 40% stake in Digit Africa through ETSL
  • Timeframe: Within 12 months from date of Members approval in AGM subject to statutory approvals
  • Not a related party transaction

Selling Shareholders in Acquisition:

  • 5 investors: Kuldeepsingh Moheetah (27,422 shares), Gaith Investment Limited (10,26,78,646 shares), Blue Feather Investment (10,26,78,646 shares), First Light Ventures Limited (10,26,78,646 shares), Electronic Device Limited (10,26,78,646 shares)

Capital Structure Impact

Post-allotment of all equity shares and convertible warrants, the promoters will hold 7,56,42,845 equity shares (11.35%) and public will hold 59,09,12,406 equity shares (88.65%) of post-issue capital (on dilution basis).

Signature

The document was digitally signed by Sirish Dayata on 2026.08.29 at 22:09:34 +05'30'.