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Varvee Global Ltd			Industry : Textiles - Cotton/Blended


BSE Code:	514274	NSE Symbol:	VGL	P/E(TTM):	0

ISIN Demat:	INE273D01027	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	15.3053682	Market Cap ( Cr.):	306.75	Face Value(Rs):	5

Change Company

(CIN: L13121GJ1988PLC010504)

To,

The Members,

Varvee Global Limited

(Formerly known as Aarvee Denims and Exports Limited)

Your Directors have pleasure in presenting the 37 ^th Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS

Your Company's performance during the year is as below:

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Total Revenue	8257.24	18235.88
Profit before Interest, Tax & Depreciation	2513.86	5000.54
Less: Net Interest & Finance Cost	142.82	1284.40
Less: Depreciation	530.71	435.13
Profit before tax	1840.33	3281.01
Provision for Tax & Deferred tax	595.41	1426.62
Profit for the year	1244.92	1854.39
Other comprehensive income	-	-
Total comprehensive income	1038.95	1854.39

2. PERFORMANCE and HIGHLIGHTS DURING THE YEAR

Your Directors are pleased to present the performance of the Company for the financial year ended March 31, 2026.

During the year under review, the Company continued to focus on strengthening its business operations and building a sustainable platform for long-term growth. The Company recorded revenue from operations of Rs. 8,257.24 Lakh, as against Rs. 18,235.88 Lakh in the previous financial year. The Company reported a Net Profit of Rs. 1,244.92 Lakh, compared to a Net Profit of Rs. 1,854.39 Lakh in the previous financial year.

The year under review marked a transformational phase for the Company under the leadership of the new promoter and management. Following the successful completion of the acquisition process in the previous financial year, the new management undertook various strategic initiatives aimed at broadening the Company's business portfolio, strengthening operational efficiencies and establishing a robust foundation for sustainable and profitable growth.

The Company remains committed to leveraging emerging business opportunities, optimising its resources and enhancing stakeholder value. The management continues to focus on strengthening the Company's market position and creating sustainable long-term value for all stakeholders.

During the year under review, the Company successfully completed a Preferential Issue of 23,04,539 Equity Shares, aggregating to Rs. 31.03 Crore, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The proceeds raised through the Preferential Issue were primarily utilised towards the repayment and/or prepayment of certain borrowings of the Company. This initiative enabled the Company to strengthen its balance sheet, reduce its finance costs, improve its debt-equity profile and enhance its overall financial stability. The strategic deployment of the funds is expected to further strengthen the Company's financial position and support its long-term growth objectives.

During the year under review, the Company successfully completed the change of its name from Aarvee Denims and Exports Limited to Varvee Global Limited, reflecting its evolving business model, diversified operations and long-term strategic vision. The change in name represents the Company's transition towards a broader and more diversified business identity and is aligned with its future growth objectives.

Consequent to the change of name, the Memorandum of Association and Articles of Association of the Company were suitably amended to give effect to the said change.

To align the constitutional documents of the Company with its future business plans and strategic objectives, the shareholders approved the addition of new objects to the Object Clause of the Memorandum of Association, thereby enabling the Company to diversify into new business activities and capitalise on emerging opportunities, particularly in the renewable energy sector.

Further, the Company adopted a new set of Articles of Association in accordance with the applicable provisions of the Companies Act, 2013. The revised Articles are intended to strengthen the Company's governance framework, facilitate effective administration and ensure continued compliance with the applicable statutory and regulatory requirements.

During the year under review, the Company successfully completed the sub-division (stock split) of its Equity Shares, whereby the face value of each Equity Share was reduced from Rs. 10/- to Rs. 5/- per Equity Share. The sub-division was undertaken with the objective of improving the liquidity and marketability of the Company's Equity Shares, making them more accessible to a broader section of investors and thereby facilitating the expansion of the Company's investor base.

Further, during the year under review, the Company enhanced its manufacturing capabilities by increasing its production capacity. This expansion is expected to strengthen operational efficiency, optimise utilisation of available resources and enable the Company to effectively cater to the growing demand for its products, while supporting its long-term business and growth objectives.

The Company also continued to maintain active engagement with institutional investors and analysts through various investor meetings and presentations, reaffirming its commitment towards transparency and effective stakeholder communication.

Your Directors are confident that the strategic initiatives undertaken during the year have laid a strong foundation for sustainable growth. The management remains focused on expanding the Company's presence across diversified business segments, improving operational efficiencies, strengthening customer relationships and pursuing value-accretive opportunities while maintaining prudent financial discipline.

Your Directors place on record their sincere appreciation for the continued trust and confidence reposed by the shareholders, customers, bankers, business associates, employees and all other stakeholders, whose unwavering support has been instrumental in the Company's continued progress.

3. DIVIDEND

The Board of Director has not recommended any dividend during the year. In pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy which was approved and adopted in the Board Meeting and the same is available on company's web link as: www.varveeglobal.com.

4. INDIAN ACCOUNTING STANDARD (IND AS)

The company has adopted Indian Accounting Standards (IND AS) with effect from 1st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs.

5. COMPLIANCE OF SECRETARIAL STANDARDS

During the year, the Company has complied with the requirements of the Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to "Meeting of Board of Directors" and "General Meetings" respectively issued by Institute of Company Secretaries of India.

6. RESERVES AND SURPLUS

The Company has not transferred any amount to General Reserves for the Financial Year 2025-26.

7. SHARE CAPITAL

As on March 31, 2026, the paid-up Equity Share Capital of the Company stood at Rs. 2576.43 Lakhs, comprising 25,76,43,39 equity shares of Rs. 5/- each.

During the year under review, the Company allotted 23,04,539 Equity Shares on a preferential basis in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The proceeds from the preferential issue were primarily utilized towards repayment and/or prepayment of certain borrowings of the Company, thereby strengthening its financial position.

Further, during the year, the Company sub-divided (split) its existing equity shares having a face value of Rs. 10/- each into equity shares having a face value of Rs. 5/- each, resulting in a corresponding increase in the number of equity shares while the aggregate paid-up share capital of the Company remained unchanged on account of such sub-division.

Save as stated above, the Company has neither issued any equity shares with differential voting rights nor granted any stock options or sweat equity shares during the financial year under review. The Company has no scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees in terms of Section 67(3) of the Companies Act, 2013.

8. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

During the financial year under review pursuant to SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 your Company has complied with all the applicable provision of Corporate Governance.

Separate report on Corporate Governance and Management Discussion & Analysis, as required under the SEBI Listing Regulations are forming parts of the Annual Report.

The requisite certificate from Practicing Company Secretary confirming the compliance with the condition of Corporate Governance is attached to the Report on Corporate Governance.

9. MATERIAL CHANGES, IF ANY:

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, the following material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year ended March 31, 2026 and the date of this Report:

1. Receipt of Major Business Order: The Company received a significant domestic order for the supply of suiting fabrics, reinforcing its market presence and reflecting the continued confidence of customers in the Company's products and capabilities.

2. Subsidiary incorporation: Subsequent to the closure of the financial year ended 31 March 2026, the Company incorporated M/s. Varvee Energy Private Limited on 07^th July, 2026 as its wholly owned subsidiary/subsidiary.

The Subsidiary has been incorporated with the objective of renewable energy principal business/objective and to further the strategic and business objectives of the Company.

Since the Subsidiary was incorporated after the end of the financial year, its incorporation does not form part of the financial results of the Company for the year ended 31 March 2026. Accordingly, the particulars of the Subsidiary are not included in Form AOC-1 for the financial year ended 31 March 2026.

The incorporation of the Subsidiary is considered as a subsequent event and the same has been appropriately disclosed in the Annual Report.

3. Other Material Events: Save as stated above and elsewhere in this Report, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

The Company continues to monitor developments affecting its business and remains committed to pursuing sustainable growth while maintaining snaturetrong financial discipline.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of your Company's business during the year under review.

11. ALTERATION IN THE CONSTITUTIONAL DOCUMENT

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

13. FIXED DEPOSITS

During the year under review no Fixed deposit were accepted by the Company. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

14. INSURANCE AND CLAIMS

All properties and insurable interests of the company including building, plant and machinery and stocks wherever necessary and to the extent required have been adequately insured.

15. SUBSIDIARY COMPANIES /JOINT VENTURES/ASSOCIATE COMPANIES

Company is not having any Subsidiary, associate company and Joint venture as defined under the provisions of Companies Act, 2013 whose accounts are to be consolidated with the accounts of the company as on 31^st March, 2026.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

For all related party transactions prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of foreseen and repetitive nature and such approval is in interest of the Company. Transactions entered into, pursuant to the omnibus approval so granted, are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

A detailed report on material contracts and arrangements made during the financial year 202526, being arm's length transactions have been reported and annexed hereto in form AOC-2 as Annexure -A forming part of this report.

There are no materially significant related party transactions made by the company with promoters, key managerial personnel or other designated persons which may have potential conflict with interest of the company at large.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board is uploaded on the Company's website at the web link https://varveeglobal.com/investor-relations/corporate-governance/policies/.

17. AUDIT COMMITTEE

Details pertaining to Composition of Audit Committee are included in Corporate Governance Report. All recommendations made by were accepted by Board.

18. INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

19. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1) Changes in Directo rs and Key Managerial Personnel

The composition of the Board of Directors and the Key Managerial Personnel of the Company underwent the following changes during the financial year under review:

o Pursuant to the completion of the Share Purchase Agreement dated 5^thSeptember,2024, Mr. Jaimin Kailash Gupta (DIN: 06833388) was appointed as Chairman & Managing Director of the Company for a term of three years with effect from July 5, 2025, which was subsequently approved by the Members of the Company at EGM held on 19^th August,2025.

o Pursuant to the completion of the Share Purchase Agreement dated 5^th September, 2024, Mr. Tarachand Gangasahay Agrawal (DIN: 00465635) was appointed as Wholetime Director of the Company for a term of three years with effect from July 5, 2025, which was subsequently approved by the Members of the Company at EGM held on 19^th August,2025.

o Mr. Ravi Jitendra Modi (DIN: 10932249) was appointed as an Additional Director (Non-Executive & Independent Director) with effect from July 15, 2025 and was subsequently regularized by the Members as an Independent Director for a term of five consecutive years at EGM held on 19^th August,2025.

o Mr. Vinod P. Arora (DIN: 00007065) resigned from the office of Chairman & Managing Director pursuant to completion of Share Purchase Agreement dated 5^thSeptember,2024.

o Mr. Ashish V. Shah (DIN: 00007201) resigned from the office of Managing Director pursuant to completion of Share Purchase Agreement dated 5^th September,2024.

o Mr. Kalpesh V. Shah (DIN: 00007262) resigned from the office of Whole-time Director pursuant to completion of Share Purchase Agreement dated 5^th September,2024.

o The designation of Mr. Nipun Arora (DIN: 00989835) was changed from Whole-time Director to Non-Executive Director with effect from July 5, 2025 and approved by the Members of the Company at EGM held on 19^th August,2025.

o Mr. Hiten M. Parikh (DIN: 01686215) resigned from the office of Non-Executive Independent Director with effect from the closing hours of 5^th July,2025.

o Mr. Kandarp Trivedi (DIN: 00314065) resigned from the office of Non-Executive Independent Director with effect from the closing hours of 5^th July,2025.

o Mr. Ketan Uttamchand Desai resigned from the office of Chief Financial Officer with effect from April 12, 2025.

o Mr. Jignesh Parmar was appointed as the Chief Financial Officer with effect from July 5, 2025.

o Mr. Jignesh Parmar ceased to be the Chief Financial Officer of the Company, with effect from closing hours of April 30, 2026.

Information regarding the meeting of directors and remuneration etc. is given in the

Corporate Governance report attached with the report.

The company is having following Key Managerial Personnel as end of financial year 2025- 26:

Key Managerial Personnel	Designation
1 Mr. Jaimin Kailash Gupta (DIN: 06833388)	Chairman & Managing Director
2 Mr. Tarachand Gangasahay Agrawal (DIN:00465635)	Whole Time Director
3 Mrs. Abira Mansuri	Company Secretary
4 Mr. Jignesh Parmar	CFO

2) Declaration by an Independent Director(s)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are Independent of the management. The detail terms of Independent Directors are disclosed on the Company's website with the following link https://varveeglobal.com/investor-relations/corporate-governance/policies/.

3) DIRECTORS RETIRING BY ROTATION

Mr. Tarachand Agrawal, Whole Time Director (DIN: 00465635), retires by rotation as a Director at the conclusion of this Annual General Meeting pursuant to the provisions of section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible have offered himself for reappointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The composition of the Board of Directors and its Committees are provided in the Corporate Governance Report, which forms part of the Annual Report.

4) CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

>An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge as details provided in the Corporate Governance Report. The Company did not have any pecuniary relationship or transactions with Non-Executive Directors during the year ended 31^st March, 2026 except for payment of sitting fees.

5) CRITERIA FOR APPOINTMENT OF MANAGING DIRECTORS / WHOLE - TIME DIRECTORS

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

In compliance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of the SEBI (LODR) Regulation, 2015 the company has formulated Nomination and Remuneration Policy for determining qualifications, positive attributes and independence of directors and other matters related to appointment of Directors.

The Nomination and Remuneration Policy as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link: https://varveeglobal.com/investor-relations/corporate-governance/policies/.

6) FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The code has been uploaded on the website of the Company and can be seen at the link: https://varveeglobal.com/investor-relations/corporate- governance/policies/.

7) ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

8) NUMBER OF MEETINGS OF THE BOARD

During the year under review, nine board meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

9) COMMITTEES OF BOARD OF DIRECTORS

Your Company has several Committees which have been established as part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Grievances and Relationship Committee

d. Corporate Social Responsibility Committee

A detailed note on the committees with respect to composition, meetings, powers, and terms of reference is provided under the corporate governance report section in this Annual Report.

10) NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

11) DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have 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 as at 31st March, 2026 and of the Profit of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. CORPORATE SOCIAL RESPONSIBILITY

In Accordance with section 135 of the Act and Rules framed thereunder, the Company has constituted a Corporate Social Responsibility ("CSR") Committee of Directors. However, the provisions of Corporate Social Responsibility (CSR) are not applicable to the Company for the Financial year under review as it doesn't meet any of the criteria as per Section 135 (1) of the Companies Act, 2013 in the preceding financial year.

The CSR Policy as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link: https: //varveeglobal.com/investor-relations/corporate- governance/policies/.

The brief outline of the CSR Policy of the Company and the relevant details are set out in Annexure B which forms part of this Board Report. Further, the composition, number and date of meetings held, attendance of the members of the CSR Committee meetings are given separately in the Corporate Governance report which forms part of this Annual Report.

21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION REDRESSAL), ACT 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy against Sexual Harassment in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy has also been uploaded on the Company's website at link: https: //varveeglobal.com/investor-relations/corporate- governance/policies/.

An appropriate complaint mechanism in the form of "Internal Complaints Committee" has been created in the Company for time-bound redressal of the complaint made by the victim. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints of sexual harassment in the Financial Year 2025-26.

The Company has not received any complaint of sexual harassment during the financial year 2025-26.

22. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 and the Maternity Benefit (Amendment) Act, 2017. The Company provides maternity leave and related benefits to eligible women employees as per the applicable laws and ensures a safe and supportive work environment for returning mothers. The prescribed benefits, including maternity leave of 26 weeks, and other entitlements, are made available to eligible employees in accordance with the law.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism or ‘Whistle Blower Policy' for Directors, employees and other stak eholders to report genuine concern has been established. The same is uploaded on the website of the Company https://varveeglobal.com/investor-relations/corporate-governance/policies/.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

25. AUDITORS

(1) Statutory Auditors

M/s. Pankaj R. Shah & Associates, Chartered Accountant, Ahmedabad (Firm registration No.107361W) were appointed in the 33^rd Annual General Meeting of the Company as Statutory Auditors to hold office for five years from the conclusion of the 33^rd Annual General Meeting till the conclusion of 38^th Annual General Meeting of the Company.

M/s. Pankaj R. Shah & Associates, Chartered Accountant, Ahmedabad (Firm registration No.107361W) statutory auditors of the Company have submitted the Audit Reports for Audited Standalone Financial Results of the Company for the Financial year ended 31^st March 2026 with unmodified opinion.

(2) Cost Auditors

The company has received a consent letter from the cost auditors M/s. Anuj Aggrawal and Co., Cost Accountant to the effect that their appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. The board of Directors of the company at its meeting held on 27th May, 2026 appointed M/s. Anuj Aggrawal and Co, Cost Accountants as the cost auditors of the Company to conduct the audit of cost records maintained by the Company as required by the Companies (Cost Records and Audit) Rules 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company.

(3) Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shah & Shah Associates, Company Secretaries (Unique Identification No.: P2000GJ013500) for conducting Secretarial Audit of the Company to carry out Secretarial Audit for consecutive 5 years, i.e. from the FY2025-26 to FY2029-30.

The Secretarial Audit for the financial year ended March 31, 2026 was conducted by M/s. Shah & Shah Associates, Company Secretaries, and the Secretarial Audit Report issued by them is annexed to this Report as Annexure - C.

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

(4) Internal Auditor

In accordance with the provisions of Section 138 of the act and rules made thereunder, the Board of Directors of the Company have appointed M/s. Jagetiya & Co., Chartered Accountants, (FRN: 131407W) as Internal Auditor to conduct the Internal Audit of the Company for the F.Y. 2025-26.

26. RISK MANAGEMENT

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The Company has laid down a Risk Management Policy which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. The policy has also been uploaded on the Company's website at link: Policies - Varveeglobal.

27. INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems for business processes, with regard to efficiency of operations, financial reporting, compliance with applicable laws and regulations etc. All operating parameters are monitored and controlled. Regular internal audits and checks ensure that responsibilities are executed effectively. The system is improved and modified continuously to meet with changes in business conditions, statutory and accounting requirements. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

28. CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Board Members and the Senior Management personnel have affirmed compliance with the code for the year 2025-26. The said Code of Conduct has been posted on the website of the Company at link: Policies - Varveeglobal.

A declaration to this effect is annexed and forms part of this report.

29. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015 the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The updated "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Code of Fair Disclosure") uploaded on the Company's website at link: Policies - Varveeglobal.

30. FRAUD REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE TO REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

31. PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application nor any proceeding are pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2025-26. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THERE OF DURING THE FINANCIAL YEAR

It is not applicable to the Company, during the financial year.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 (3) of The Companies (Accounts) Rules, 2014, is annexed as Annexure - D.

34. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as Annexure - E to this report.

35. ANNUAL RETURN

The extract of Annual Return is no longer required to be attached with the Director's Report u/s 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management & Administration) Rules, 2014 vide notifications issued by Ministry of Corporate Affairs (MCA) dated 28/08/2020 and 05/03/2021.

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on 31.03.2026 in Form MGT-7 is available on website of the Company http: //www.varveeglobal.com.

36. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

37. TRANSFER OF AMOUNT/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013. The company has also transferred the unclaimed shares to IEPF account.

38. REGULATORY STATEMENT

The Equity shares of your company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

The Company has paid the listing fees for the year 2025-26 as well as for 2026-27 to above stock exchanges.

39. INFORMATION TECHNOLOGY

Your company keeps in line with the ongoing technological developments taking place in the country and worldwide. The information technology adopted by the company serves as an important tool of internal control as well as providing the benefits of modern technology to its esteemed customers. Company is taking utmost precautions for the security of data and having a dedicated team for this. During the financial year 2025-2026 there was no instance of cyber security breach happened in the company.

40. CREDIT RATING

Credit rating for Issuer Rating-BLR was obtained from India Ratings and Research Pvt. Ltd. (‘India Ratings') on 28^th January, 2026. The rating was as under:

Instrument/Facility	Ratings
Issuer Rating-BLR	IND BB/Positive

Further, the rating assigned earlier to the Company's Term Deposit Programme of INR 950 million has been withdrawn (WD).

41. STATEMENT INDICATING DEVIATION IN THE USE OF PROCEEDS FROM THE STATED OBJECTS AND CATEGORY-WISE VARIATION BETWEEN PROJECTED AND ACTUAL FUND UTILISATION

There is no Deviation in the use of Proceeds of Preferential Allotment during the year.

42. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as stipulated under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable for financial year 2025-26 as your Company is not falling in the list of top 1000 Companies as per the Market Capitalization as on March 31, 2026.

ACKNOWLEDGEMENTS

Your directors thank the various Central and State Government Departments, Organizations and Agencies for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.