Interim report
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VARROC/SE/INT/2026-27/88 November 4, 2026 To, The Manager- Listing The Listing Department, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051. NSE Symbol: VARROC The Manager – Listing The Corporate Relation Department, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400 001. BSE Security Code: 541578 Sub: Outcome of Board Meeting – Financial Results Ref: Regulation 30 (read with Part A of Schedule III), Regulation 33 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") Dear Sir/Madam, This is to inform you that the Board of Directors of the Company, at its meeting held today i.e., on Wednesday, November 4, 2026, which commenced at 12.10 P.M. and concluded at 1.53 P.M. has considered and approved the following items: 1. Un-audited Financial Results (Standalone and Consolidated) for the Quarter and Half Year ended on September 30, 2026: The Un-audited (Standalone and Consolidated) Financial Results of the Company for the quarter and half year ended on September 30, 2026, were approved. Pursuant to Regulation 33 and other applicable Regulations of the Listing Regulations, we enclose the following: i. Statements showing the Un-audited Financial Results (Standalone and Consolidated) of the Company for the quarter and half year ended on September 30, 2026; and ii. The Limited Review Reports issued by the Statutory Auditors of the Company on the aforesaid Un-audited Financial Results (Standalone and Consolidated). Further, these Financial Results will be uploaded on the Company's website www.varroc.com and will also be published in Business Standard (English) and Loksatta (Marathi) newspapers. This intimation is also being uploaded on the Company’s website i.e., www.varroc.com. We request you to take this on record and treat the same as compliance with the applicable provisions of the Listing Regulations, as amended. Thanking you, Yours faithfully, For Varroc Engineering Limited Anil Ghatiya Company Secretary & Compliance Officer M. No. A16620 Encl: A/a
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SR BC & COLLP Chartered Accountants Ground floor, Tower C Unit 1. Panchshil Tech Park One. Loop road, Near Don Bosco School, Yerwada Pune - 411 006, India Tel: +91 20 6603 6000 Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors Varroc Engineering Limited I. We have reviewed the accompanying statement of unaudited standalone financial results ofVa1Toc Engineering Limited (the "Company") for the quarter ended September 30, 2026 and year to date from April 01, 2026 to September 30, 2026 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). 2. The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "interim financial Reporting" prescribed under Section 133 of the Companies At:t, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 and 52 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review oflnterim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perfo1m the review to obtain moderate assurance as to whether the Statement is free of materinl misstntement. A review of interim financial infonnation consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying amilytical and other review prot:e<lures. A review is substnntinlly less in scope thnn an audit conducted in accordance with Standards on Auditing and consequently cloes not enahle 11s to ohtain ass11rnn�e that wc would become aware of all significant matlers that 111iglit Le iueutilieu iu au auuil. Accordingly, we do not express an audit opinion. 4. Rasis for Qunlified Conclusion As disclosed in Note 2 to the Statement, during the previous year, the Company received a selllement offer from Beste Motor Co. Ltd. and TYC Brother Industrial Co. Ltd. ("TYC Parties") alleging breach of Transition Management Agreement ('TMA' or 'agreement') in respect of certain income amounting to Rs. 209.89 million recognized by the Company under 'Revenue from operations' in the previous year, as received from Chongqing Vanoc TYC Auto Lamps Co., Ltd. (erstwhile joint venture). Subsequently, the Company also received a 'Statement of Claim' under the arbitration proceedings with TYC Parties on the aforesaid matter and on ce1tain additional claims/breaches under the aforesaid TMA against which the Company filed Statement of defense in March 2026. Pending disposal of the arbitration proceedings and in the absence of sufficient appropriate audit evidence, we are unable to conunent on the said income recognized in previous year and consequential impact including of the additional claims/breaches, if any, on the profit before tax, tax expense, profit after tax, total comprehensive income, earnings per share for the qua1ter and six months ended September 30, 2026 and retained earnings as at September 30, 2026. Our repo1t for the year ended March 31, 2026, quarter and six months ended September 30, 2025 and quarter ended June 30, 2026 was also qualifiecl in respect of this matter. ,,�;;�ft- � // <;_, �-- - i !J /17· ,,- -, ,· '\ f.c::: \-- \\ I v.J , - ' SA 8 C & CO LLP, a Limited Llabflity Partnership with LlP Identity No. AAB-4318 \ \ �, \ ; ;--r :' Regd. Office: 22, Camac Street, 81ock '8', 3rd Floor. Kofkata-700 016 .'\\ <..�':,-.....__ . (,,.,.'-.t ', 'i: -Y,9-.·-. --_ _...., --� I f(IF,:n 1\\ •' �-
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Sr. No. I 2 3 4 5 6 7 8 9 10 A B II 12 13 14 Varroc Engineering Limited Registered Office : L--l, MIDC Area, \Valuj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Mah::arashtra CIN: L28920MH1988PLC0H335 Tel: +91 240 6653 700/6653 699, Fax: +91 240 2564 540 E•mnil: investors@varroc.com Statement of Unaudited Standalone Financial Results for the quarter and half year ended September 30, 2026 Quarter Ended Half year ended Particulars September 30, 2026 Unaudited Revenue from operations (refer note 2) 26,671.47 Other income (refer note 6) 141.04 Total Income (I+ 2) 26,812.51 Expenses (a) Cost of materials consumed 18,654.37 (b) Changes in slock of fiitished goods and wor k-in-progress (325.50) (c) Employee benefils expense 2,021.53 (d) Finance costs 276 02 (e) Foreign exchange (gam)/loss (net) 1.32 (I) Oepreci:uii)H 11ml ;1111rn1i,;11in11 rxprn-:r 105.93 (g) O1her expenses 3,870.35 Total expenses (4) 25,204.02 Profit before tax and exceptional items (3-4) 1,608.49 Exceptional item (refer note S) Profit before tax (5-6) 1,608.49 Tax expense (a) Curren! tax 399.10 (h) Short/(excrss) provision in respect of earlier years (c) Deferred tax 21.63 Total tax exJlense (8) 420.73 Profit for the period (7-8) 1,187.76 Other com1>rehensive income Items that will be reclassified to profit or loss in subsequent periods (net of tax) Net movement on Effective portion of Cash Flow Hedges (net of tax) Items th:it will not be reclassified to profit or loss in subsequent periods (nel of tax) Remeasurement of defined benefit obligarion (net ofrnx) (26.78) Total other comprehensive income/(loss), (net of tax) (JO) (26.78) Total comprehensiYe income for the period (9+10) 1,160.98 Paid-up equity share capital 152.79 (Face value of the share is Re.I/-each) Reserves excluding revaluation resen·es as per b:1lance sheet of previous accounting year Earnings per equity share (Nomin11l value per share Re. J/. each) (not annualised) Basic & Diluted (in Rupees) 7.77 June 30, 2026 Unaudited 23,634.95 51.49 23,686.H 15,782.84 62.97 1,992.66 265.56 3.65 678.98 3,564.43 22,351.09 1,335.35 - 1,335.35 322.62 24.06 346.68 988.67 . 988.67 152.79 6.47 September 30, 2025 Unaudited 20,378.56 26.79 20,405.35 13,763.23 (291.83) 1,779.87 297.92 6.46 6'16.59 3,276.67 19,478.91 926.H - 926.44 249.90 249.90 676.54 (21.00) - (21.00) 655.54 152.79 4.43 September September 30, 2026 30, 2025 Unaudited Unaudited 50,306.42 38,807.43 192.53 63.70 50,498.95 38,871.13 34,437.21 26,001.67 (262.53) (579.86) 4,014.19 3,467.63 541.58 629.93 4.97 ( 11.53) 1,38'1.91 1,270.YK 7.434. 78 5,985 99 47,555.11 36,764.81 2,943.84 2,106.32 - - 2,943.84 2,106.32 721.72 . 45.69 563.50 767.41 563.50 2,176.43 1,542.82 - (49.26) (26.78) (26.78) (49.26) 2,149.65 1,493.56 152.79 152.79 14.24 JO.JO J "v'-rroc: (Rs. in Million) Year Ended March JI, 2U26 Audited 81,455.32 123.58 81,578.90 54,259.08 (509.79) 6,950.34 1,205.49 78.26 2,610.K4 17,?14 60 76,828.82 4,750.08 871.37 3,878.71 1.12 995.66 996.78 2,881.93 44.83 44.83 2,926.76 152.79 20,498.62 18.86
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Sr. o. I 2 I 2 3 Vnrroc Engineering Limited Registered Office : lrl, i\llDC Area, Waluj, Chhatrapati Sambhnji Nagar (Aurnngabad) 431 136, Maharashtra CIN: L28920MHl988PLC0-'733S Tel: +91 2-'0 6653 700/6653 699, Fax: +91 240 2S64 5-'0 E-mail: investors@varroc.com Statement or Unaudited Standalone Assets and Liabilities as at Septembrr 30, 2026 As at Particulnrs Seotembcr 30, 2026 Unaudited ASSETS 'on-current nssets (a) Property, plant and equipment 16,535 62 (b) Capital work-in-progress 741 98 (c) Goodwill 183 90 (d) Intangible assets 393 61 (e) Intangible assets under development 951.06 (r) Right to use asset 1,850 63 (g) lm·estments in subsidiaries and JOmt ,enture 8,370 25 (h) Financial assets (1) Investments 71 42 ( 11) Other financial assets 131.25 (1) Income tax assets (net) 72 38 (J) Other non-current assets 979.78 Total non-current nssets 30,281.88 Current assets (a) Inventories 9,017 90 (b) Financial assets (1) Trade receivables 7,923 81 (11) Cash and cash equivalents 317 77 (11i) Bank balances other than (11) abo,e 627.41 (1v) Loans 792 11 (v) Other financial assets 214 25 (c) Other current assets 3,430.77 Total current assets 22,32-'.02 Total Assets ( I +2) 52,605.90 EQUITY ANO LIABILITIES Equity (a) Eqmty share capital 152 79 (b) Other equuy 22.419 09 Total equity 22,571.88 Liabilities Non-current liabilities (a) Financial hab1ht1es (1) Borrowings 2,176 26 (11) Lease hab1ht1es 747.96 (111) Other financial liability 314.94 (b) Prov1s1011s 180 28 (c) Deferred tax hab1ht1es (net) 232 03 (d) Deferred government grant 239 87 Total non-current liabilities 3,891.3-' Current liabilities (a) Financial hab1h11es (1) Borrowings 3,421 23 (1i) Lease hab1l111es 188 59 (111) Trade payables (a) Total outstanding dues of m1cro enterprises and small enterprises 3,503 11 (b) Total outstandmg dues of creditors other than micro enterprises and small 14,755 22 enterprises ( c) Acceptances 435 45 (1v) Other financial liabilities 2,389 23 (b) Prov1smns 320 06 (c) Current tax hab1ht1es (net) 21 02 (d) Other current liab1ht1cs 1,066 13 (e) Deferred gO\ernment grant 42.64 Total current liabilities 26,1-'2.68 Total Equity and Liabilities (1+2+3) 52,605.90 (Rs. in million) As at l\larch 31, 2026 Audited 15,790.86 333 12 183 90 330 40 550 11 1,884 81 8,370.25 63 66 108 75 287 52 843.37 28,7-'6.75 7.359 47 5,692 32 308 52 432.44 189 09 213 03 3.044.71 17,239.58 45,986.33 152.79 20.498.62 20,651AI 1,976 68 826 58 - 180 37 195 35 225.52 3,40-'.S0 3,795.32 199.67 2.448 28 10,939.40 668 31 2,245 63 418.26 - 1,150 54 65 01 21,930A2 45,986.33
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Sr.No A B C I) 2) Varroc Engineering Limited Registered Office : L-4, MIDC Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 CIN: L28920MHl988PLC047335 136, Maharashtra Tel: +91 240 6653 700/6653 699, fax: +91 HO 2564 540 E•mail: investors@varroc.com ._ "V' � r r o c:: Statement of unaudited Standalone Cash flows for the half year ended September 30, 2026 (Rs in million) for the half year ended For the half year ended Particulars September 30, 2026 September 30, 2025 (Unaudited ) (Unaudited ) Cash now from operating activities Profit before tax 2,943.84 2,106.32 Adjustments for: Depreciation and amortization expense 1,384.91 1,270.98 Provision for doubtful debts / advances 4.03 (0.29) Unrealised exchange (gain)/loss on restatement of intercorporate loan 16.40 (9.07) Realised exchange gain on intercorporate loan . (33.43) Unwinding of interest on security deposit (3.41) (3.21) Finance costs 541.S8 629.93 Rental Income (2.06) (1.68) Unrealised exchange gain on forward Contracts (7.48) Pro,osions/liabilities no longer required written back (0.04) (Profit)/Loss on sale of property, plant and equipment / intangible assets (19.25) 1.78 Dividend income (10101) (0.02) Interest income (54. II) (55.46) 1,759.56 1.799.S3 Operating profits before working capital changes 4,703.40 3,905.85 Adjustments for changes in working capital Trade receivables (2,235.52) (705.82) Trade payables 4,637.83 2,043.40 Inventories (1,658.43) ( I ,227 .04) Otl,er financial assets (1.71) ( 12.44) Other current and non current assets (513.76) (107.35) Provision (125.07) (56.84) Other financial liabilities (294.10) (50.26) Other current and non current liabilities (92.43) (283.19) 328.82 212.47 Cash generated from operations 4,420.21 4,118.32 Income tax paid (net of refund) (494.58) (53.35) Net cash now generated from operating activities 3,925.63 4,064.97 Cash flow from investing activities Purchase of property, plant & equipment and Intangibles (2,554.97) (1,77161) Dividend received 101.01 0.02 lnterest received 40.13 128.95 Rental income 2.06 1.68 Proceeds from sale of Non current investment 0.03 . Proceeds from sale of property, plant and equipment 54.67 36.62 Loans repaid by overseas subsidiary . 1,264.19 Loans given to subsidiaries (602.03) (245.52) Fixed deposits (placed)/ redeemed (net) (209.51) (401.07) Purchase of non current investment (4.87) . Net cash flow used in investing activities (3,173.48) (986.74) Cash flow from financing activities Repayment of long tern, borrowings (276.04) (2,3 I 4.38) Proceeds from long tern, borrowings 750.00 500.00 Proceeds from/(repayment of) short tenn borrowings (nct) (64847) (475 80) Proceeds from sale and lease back 372.62 Payment of principal portion of lease liability (171.96) (85.15) Payment of interest on lease liability (48.69) (52.46) Dividend paid (229.18) ( 152. 79) Interest paid (491. 18) (581.38) Net cash flow used in financing acti\'itics (742,90) (3,161.96) Net increase/(decrease) in cash and cash equivalents 9.25 (83.73) Opening cash and cash equivalents 308.52 591.42 Closing cash and cash equivalents 317.77 507,69 Cash and cash cquh·alcnts consists of: Cash in hand 0.02 0.01 Curre11t accounts 317.75 99.68 Deposit with maturity of less than 3 months . 408.00 317,77 507.69 Notes: The above Statement of Cash Flows has been prepared under the indirect method as set out in Ind AS 7 on "Statement of Cash flows". Fignres in brackets represent outflow of cash and cash equivalents.
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Varroc Engineering Limited Registered Offire: L-4, MIDC ,\rea, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra CIN: L28920M111988PLC047335 Tel: +91 240 6653 700/6653 699, Fax: +91 HO 2564 540 E-mail : inYtstors@varroc.com Additional disdosurcs as per Regulations 52(4) ofSEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 Quarter Ended Half Vear Ended Particulars Debt Equity ratio [refer note (1) l (No of t1mes) Debt semce coverage rauo [refer note (ii)] (No of t1mes) Interest semce coverage ratio [refer note (iii) J (No of times) Outstandmg Redeemable Preference Shares (Qty/ Value) Capital Redemption Reserve Debenture Redemption Reserve Net Wonh [refer note (iv)] (Rs In Millions) Net profit after tax (Rs In Milltons) Eaming per share rEPSl Basic EPS (Not Annualised) (Rs) Diluted EPS (Not Annualised) (Rs) Current Ratio [refer note (v)] (No of times) Long Tenn Debt To Working Capital [refer note (v1)] A (No of times) Bad Debts To Account Receivable Ratio [refer note (vii) J •• (No of times) Current L1ab1lity Ratio [refer note (viii)] (No of t1mes) Total Debts To Total Assets [refer note (ix)] (No of times) Debtors Tumover [refer note (x) l • (No of umes) Inventory Tumover [refer note (xi)] • (No of t1mes) Operating Margin [refer note (xii)] (In %) Net Profit Margin [refer note (xiii)] (In %) Security cover ratio [refer note (xvii)] (No of times) Fommlae for calculation of ratios are as follows (i) Debt Equity Ratio = [ Total Debt/ Total Equ11y] Se1>te111bcr 30, 2026 0.25 5.61 9.38 22,571.88 1,187 76 7.77 7.77 0 85 (I 07) 0.00 0.87 0.11 3.37 2.13 6 56% 4 45,o NA# June 30, 2026 0.28 6.38 8 59 21,640.08 988.67 6 47 6 47 0.86 (128) 0.00 0.86 0 12 3.48 2.04 6 56°, 4 18', NA# September September September 30, 2025 30, 2026 30,2025 0.33 0.25 0 33 2 90 5.95 2.53 6.28 8.99 6.36 Not Applicable Not Apphcable Not Aoohcable 19,218 21 22,571.88 19,218 21 676.54 2,176.43 1,542 82 4.43 14.24 10.10 4.43 14.24 10.10 0.77 0.85 0 77 (0 87) (I 07) (0.87) (0 00) 0.00 0 86 0.87 0 86 0 14 0.11 0 14 3 77 7.39 69 5 I 98 4.17 3.94 5 91�� 6.56% 6.86% 3.32�. 4 33% 3.98% 1.95 NA# 1.95 vc,rroc Year Ended �larch 31, 2026 0 28 3 00 7 11 20,651.41 2,881.93 18 86 18 86 0 79 (0 65) 0 87 0.13 14.92 8 IS 7.26% 3.54% NA/I (ii) Debi service coverage ratio • [ (Earning before Interest, Tax, Dcprecrnuon, Amonisation and Exceptional Item )/((Interest Expense + Pnncipal repayments of long tenn loan made during the period excluding prepayment)) ] (1i1) Interest service coverage ratio = [ (Eaming before Interest, Tax, Deprecrntion, Amortisation and Excepttonal uem )/(Interest Expense)] (iv) Net Worth• [ Equity share capital+ Otl1er eq111ty] (v) Current ratio = [ Current Assets/ Current Liab1ht1es] (vi) Long term debt to \\Orkmg capital• [ Non Current borro"mg (includmg current maturity of long tenn borro"ing) I Working Capua! ] (vii) Bad debts 10 Accounts receivable ratio = [ (Bad debts \\Tltten off +Provision for bad debts charged to profit and loss account) / Average Trade Receivables l (viii) Current liab1ltty ratio = [ Current L1abihty / Total L1ab1hty] (ix) Total debts to Total assets = [ Total Debt/ Total Assets] (x) Debtors Tumover = [ Revenue from Operauons / Average Debtors ] (xi) Inventory Tumover = [ (Cost of l\-latcrial Consumed+Changes 111 stock of foushed goods and work-in-progress)/ Average Inventory] (xii) Operatmg Margin = [ (EBIT(Eammg before Interest, Tax and Exception items)-Otl,er Income mcluding foreii,�, exchange (gain)�oss (net) )/ Revenue from operation ] (xiii) Net Profit l\largm z [ Net profit after tax/ Revenue from operation] (xiv) Total Debt = Long Tern, Borrowmgs + Shon Term Borro\lings (includes Current l\laturiues of Long Terrn Borrowings) (xv) Total Equity• Equity Share Capua!+ Other Equity (xvi) \Vorkmg Capua!= [ Total Current Assets• Total Current Ltabilities (excluding current maturity of long tenn borrO\,ing)] (xvii) Security cover ratio = [Book value of specific identified movable fixed assets both present and future of tl1e company as per debentnre trust deed I (NCD principal amount +Interest payable till date)] "'Ratio is negative because net working capital is negative • Ratio is not annualised. except for the year ended I\ larch 31, 2026 • • numbers are below O O I # NCDs have been repaid on March 07, 2026, hence disclosure for security cover ratio ts not applicable as at September 30, 2026, June 30, 2026 and March 31, 2026. ,--- \
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Varroc Engineering Limited Registered Office : IA, �UDC Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra CIN: L28920MHl988PLC047335 Notes to Standalone Financial Results: Tel: +91240 6653 700/6653 699, Fax: +91 240 2564 540 E-mail: investors@varroc.com ., I) The above results were reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on November 04, 2026 and were subjected to review by the Statutory Auditors. 2) The Company had received a settlement offer during the previous year from Beste Motor Co. Ltd. and TYC Brother Industrial Co. Ltd. ("TYC Parties") alleging breach of Transition Management Agreement ('TMA' or 'agreement') in respect of certain income amounting to Rs. 209.89 million recognised by the Company under 'Revenue from operations' in previous year, as received from Chongqing Varroc TYC Auto Lamps Co., Ltd. (erstwhile joint venture). Subsequently, the Company received Statement of Claim under the arbitration proceedings originally initiated by TYC Parties in August 2022, on the aforesaid matter and on certain additional claims/breaches under the aforesaid TMA, which are to be quantified against which the Company filed Statement of Defence in March 2026. The Company believes that it has a strong case and will take appropriate actions as necessary to protect its interests. The auditors in their review report have included a qualification in respect of this mailer. 3) On July 7, 2025, the Company, together with its Wholly Owned Subsidiary, VarrocCorp Holding B V., Netherlands, received an intimation from ICC International Court of Arbitration ('ICC') with respect to a Request for Arbitration initiated by OPmobility Lighting Holding, France (Erstwhile PO Lighting Systems). The request pertains to certain alleged breaches of covenants under the Securities Purchase Agreement executed between the parties on April 29, 2022, and subsequently amended on October 5, 2022, May 12, 2023, and June 15, 2023. Claims in respect of some of the breaches have been quantified at USS 66.4 I mn plus legal costs while for others no quantification has been provided. The Company is evaluating the mailer and exploring legal and contractual remedies. It intends to contest the claims and take appropriate steps to protect its interests. Based on a legal opinion obtained, the Company believes that it has grounds to defend against the said allegations and accordingly no provision has been considered in respect of this matter in these results. 4) The Company had received following OST orders in relation to inappropriate classification of certain goods supplied during the period from July I, 2017 to September 30, 2023: a) Order dated November 5, 2024 from Additional Commissioner of COST & Central Excise for appropriation ofGST dues amounting to Rs. 629 million along with equivalem penalty and applicable interest; b) Order dated January 03, 2025 from Commercial Tax Officer (Divisional OST office, Kamataka) consisting of demand for OST dues amounting to Rs. 0.03 million along with interest of Rs. 302.67 million and penalty of Rs. 564.19 million (received by Varroc Polymers Limited 'VPL') (wholly owned subsidiary, now merged with the Company) The Company had paid the principal demand and had filed appeals against the above orders which were partly allowed resulting in reduction of total demand to Rs. 284 million. The Company has filed further appeals for both the orders in respect of the interest and penalty components. Based on legal advice and assessment of the merits of the cases, management believes that it has adequate grounds to successfully defend the matters. Pending conclusion of the proceedings, no adjustments have been made in the financial results for the quarter and half year ended September 30, 2026. 5) Exceptional items for the periods presented in the standalone results include following: a. On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 consolidating 29 existing labour laws. The Ministry of Labour & Employment has published Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company assessed and disclosed the incremental impact of these changes on the basis of the best information available and guidance provided by the Institute of Chartered Accountants of India. Considering the materiality and regulatory-driven, non-recurring nature of this impact, the Company presented such incremental impact under "Exceptional Items" in the financial results for the year ended March 31, 2026. The incremental impact on provisions for employee benefits expenses of Rs. 217.93 million towards gratuity and compensated absences primarily arises due to change in wage definition. The Company continues to monitor the finalisation of State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect as and when such clarifications are issued/rules are notified. b. The Company announced a Voluntary Separation Scheme ('VSS') for all eligible permanent workmen at specific plants of the Company In this regard, the Company accepted separation of 338 employees and the separation cost of Rs. 663.44 million associated with the VSS was recognised as an exceptional item during the year ended March 31, 2026. c. Write back of excess accrual of estimated expenses directly attributable to the merger of Rs. IO million for the year ended March 31, 2026. 6) Other income for the quarter and half year ended September 30, 2026 includes dividend received from a subsidiary company of Rs IO 1.0 I million 7) The Company made following Commercial Paper (CP) issuances: a) 1,000 listed unsecured Commercial Papers (CPs) of face value Rs 5,00,000 aggregating to Rs 500 million and having interest rate of 7.2% were issued on July 22, 2026, and redeemed on August 21, 2026. b) 1,000 listed unsecured Commercial Papers (CPs) of face value Rs. 5,00,000 aggregating to Rs. 500 million and having interest rate of 6.90% were issued on September 24, 2026 and are due for redemption on December 23, 2026. 8) Subsequent to September 30, 2026, the Company entered into an agreement to acquire 45% stake in Forsee Power India Private Limited for an initial consideration of Eur 4.50 million, with a right to acquire an additional 6% stake and contingent consideration of up to Eur 2.00 million. The transaction, with maximum consideration of Eur 6.50 million, is subject to applicable approvals Place: Chhatrapati Sambhaji Nagar Date: November 04, 2026 For and on behalf of Board of Directors Varroc Engineering imited Ta rang Jain Chairman and Managing Director
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SR BC & CO LLP Chartered Accountants Ground Floor Panchshil Tech Park, Yerwada ( Near Don Bosco School) Pune • 411 006, India Tel : +91 20 6603 6000 Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 and 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report tu The Board of Directors Varroc Engineering Limited 1. We have reviewed the accompanying Statement of unaudited Consolidated Financial Results ofVan-oc Engineering Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together refen-ed to as "the Group"), and its joint ventures for the quarter ended September 30, 2026 and year to date from April 0 I, 2026 to September 30, 2026 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 and 52 of the SEDI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (the "Listing Regulations"). 2. The Holding Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement p1inciples laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section I 33 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 and 52 of the Listing Regulations. The Statement has been approved by the Holding Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perfonn the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial infom1ation consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also perfonned procedures in accordance with the Master Circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable. 4. The Statement includes the results of the following entities: Subsidiaries: Durovalves India Private Limited; Varroc Connect Private Limited; Vairnc European Holding B.V.; VarrocCorp Holding B.V.; Vairnc Japan Co. Limited; lndustria Meccanica e Stampaggio S.p.A., Italy; Varroc Italy S.p.A; VaiToc Romania SA.; Van-oc Vietnam Co. Ltd.; Vai,-oc Electronics Romania SRL; Vairnc Poland s.p.z.o.o; Van-oc Ge1many GmBH; Van-oc Intelligent Driving Research and Development Centre (Changzhou) Co. Ltd.; Van-oc (Thailand) Company Limited Joint Ventures: Nuova CTS, Sri, Italy; Va1rnc Dell'Orto Private Limited SR BC & co LLP, a Limited Liability Partnership with LLP Identity No. AAB·431B Regd. Office: 22, Camac Street. Block 'B', 3rd Floor, Kolkata·700 016
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SR BC & COLLP Chartered Accountants 5. Basis for Qualified Conclusion As disclosed in Note 2 to the Statement, during the previous year, the Group received a settlement offer from Beste Motor Co. Ltd. and TYC Brother Industrial Co. Ltd. ("TYC Parties") alleging breach of Transition Management Agreement ('TMA' or 'agreement') in respect of certain income amounting to Rs. 441.71 million recognized in previous years by the Group under 'Revenue from Operations', as received from Chongqing Varroc TYC Auto Lamps Co., Ltd. (erstwhile joint venture). Subsequently, during the previous year, the Group also received a 'Statement of Claim' under the arbitration proceedings with TYC Parties on the aforesaid matter and on certain additional claims/breaches under the aforesaid TMA against which the Group filed Statement of defense in March 2026. Pending disposal of the arbitration proceedings and in the absence of sufficient appropriate audit evidence, we are unable to comment on the said income recognized in the books and consequential impact including of the additional claims/breaches, if any, on the profit before tax, tax expense, profit after tax, total comprehensive income and earnings per share for the quarter and six months ended September 30, 2026 and retained earnings as at September 39, 2026. Our report for the year ended March 31, 2026, quarter and six months ended September 30, 2025 and quarter ended June 30, 2026 was also qualified in respect of this matter. 6. Qualified Conclusion Based on our review conducted and procedures performed as stated in paragraph 5 above and based on the consideration of the review reports of other auditors referred to in paragraph 8 and 9 below, except for the possible effects of the matter in para 5 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standard specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the infotmation required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. 7. Emphasis of Matter We draw attention to the following matters: a. Note 3 of the Statement regarding an arbitration initiated by OPmobility Lighting Holding, France ("OPmobility") at the ICC International Court of Arbitration alleging breaches of certain covenants under the Securities Purchase Agreement entered with OPmobility. Pending disposal of the arbitration proceedings and basis the legal opinion obtained, the management of the Group believes that no provision is considered necessary in the financial results. b. Note 4 of the Statement which describes the effects of the Orders received by the Group from GST Appellate Authorities. The Group has filed further appeals against the orders, pending conclusion of which no adjustments have been made in respect of these matters in the consolidated financial results. Our conclusion on the Statement is not modified in respect of the above matters. 8. The accompanying Statement includes the unaudited interim financial results/statements and other financial information, in respect of 6 subsidiaries, whose unaudited inte1im financial results/statements include total assets of Rs. 12,066.56 million as at September 30, 2026, total revenues of Rs. 2,693.61 million and Rs. 5,180.13 million, total net profit/(loss) after tax of (Rs. 640.00 million) and (Rs. 570.49 million) and total comprehensive income of (Rs. 640.00 million) and (Rs. 570.49 million) for the quarter ended September 30, 2026 and the period ended on that date respectively, and net cash flows of (Rs. 67.35 million) for the period from April 01, 2026 to September 30, 2026 as considered in the Statement which have been reviewed by their respective independent auditors. The independent auditor's reports on financial statements/ financial infom1ation/ interim financial results of these entities have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries is based solely on the report of such auditors and procedures perforn1ed by us as stated in paragraph 3 above
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SR BC & COLLP Chartered Accountants 9. Certain of these subsidiaries are located outside India whose financial results and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company's management has converted the financial results of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Holding Company's management. Our conclusion in so far as it relates to the balances and affairs of such subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and reviewed by us. 10. The accompanying Statement includes unaudited interim financial results /statements and other unaudited financial inf01mation in respect of: • 5 subsidiaries, whose interim financial results/statements and other financial infonnation include total assets of Rs. 1,425.83 million as at September 30,2026 and total revenues of Rs 401.62 million and Rs. 721.58 million, total net profit/(loss) after tax of (Rs. 41.58 million) and (Rs. 82.49 million) and total comprehensive income of (Rs. 41.58 million) and (Rs. 82.49 million) for the quarter ended September 30, 2026 and the period ended on that date respectively, and net cash flows of Rs. 27.0 I million for the period from April 01, 2026 to September 30, 2026. • 2 joint ventures, whose interim financial results/statements include the Group's share of net profit/loss of Rs. 5.92 million and Rs. 18.51 million and Group's share of total comprehensive income of Rs. 5.92 million and Rs. 18.51 million for the quarter ended September 30, 2026 and for the period ended on that date respectively. The unaudited interim financial statements/ financial information/ financial results and other unaudited financial information of these subsidiaries and joint ventures have not been audited/reviewed by their auditor and have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of these subsidiaries, joint ventures, is based solely on such unaudited interim financial statement/financial results and other unaudited financial infom1ation. According to the inf01mation and explanations given to us by the Management, these interim financial statements/financial info1mation/financial results are not material to the Group. Our conclusion on the Statement in respect of matters stated in para 8, 9 and 10 above is not modified with respect to our reliance on the work done and the reports of the other auditors and the financial results/financial information certified by the Management. For S R B C & CO LLP Chartered Accountants I m registration number: 324982E/E300003 per tafa Saleem Partner Membership No.: 136969 Place : Chhatrapati Sambhaji Nagar Date : November 04, 2026
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Sr. No. I 2 3 4 5 6 7 8 9 IU II 12 A B 13 14 15 16 17 18 19 I Varroc Engineering Limited Registered Office: LA, MlDC Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra CIN: Ll8920MH1988PLC047JJ5 Tel: +91 2 10 6653 700/6653 699, fox: +91 240 2564 540, E-mail : invc,tor,@varroc.com Statement of Unaudited Consolidated Financial Results for the quarter and half year ended September 30, 2026 Quarter ended Half year ended P;1rtir11l�u·� September JO, June JO, September JO, September 30, September JO, 2026 2026 2025 2026 2025 Unaudited Unaudited Unaudited Unaudiled Unaudited Revenue from operations (refer note 2) 29,479.26 26,342.37 22,073.38 55,821.63 42,348.89 Other income 39.00 61.95 26.58 100.95 77.17 Total inrom, (1+2) 29,518.26 26,404.32 22,099.96 55,922.58 42,426.06 Expenses (a) Cost of materials consumed 20,034.25 16,867.89 14,328.96 36,902.14 27,041.34 (b) Changes in inventories of work-in-progress and finished goods (469.58) 309.84 (118 70) (159.74) (118.53) (e) Employee benefits expense 2,6YH2 2,674.51 2,494.76 5,370.33 4,907.06 (d) Finance costs 323.32 306.51 318.55 629.83 681.75 (c) foreign exchange (gain)/loss (net) 39.31 8.70 111.62) 48.01 (.IX 47) (t) Depreciation and amortisation expense 886.00 843.23 825.85 1,729.23 1,636.81 (t) Other cxpcn,c, •l,608.15 4,26248 3,350.30 8.870.63 6,582.05 Total "P•ns,s (4) 28 117.27 25,273.16 21,188.10 53 3?0.43 40 692.06 Profit bC'forC' fX<'fJ)fional itrm, sh�ire of profit of joint ventures and 1,400.99 1,131.16 911.86 2,532.15 1,734.00 tax (J-4) Exceptional item (refer note 5) 631.03 - til I 01 (611.94) Profit before share of profit of joint ventures and tax (S--6) 769.96 1,131.16 911.86 1,901.12 2,345.94 Share of profit of.Joint Venrnres 5.92 12.59 8.36 18.51 13.77 Profit before tax (7+8/ 775.88 1.143,75 920.22 1,919.63 2,359.71 Ta.'< tA11e11�� Current tax 421.08 3�6.86 38.90 767.94 82.14 Short/ (excess) provision in rr.<.pr.r.t of e-mlic-r year - 0.16 6.25 Deferred tnx 20.14 19.86 248.53 40 00 ,M 49 Total tax expense (10) 441.22 366.72 287.59 807.94 652.88 Profit for the period (9-10) 334.66 777.03 632.63 1,111.69 1,706.83 O1her <"om1>rehensi\'e income- Items to be redassified to profit or loss in subsequent periQds Nd mu, c111c111 on cf'fCctive ponion ofC,,sh r-lvw 1-ftll�t.:.:, lrn:l vf lu:t) (2 I.00J (4\1.26) Exchange diff�rences in transl.uing the financial statements of foreign 97.31 (50.81) 135.18 46.50 (266.14) operations (r!!fer 1�ote S�) Ire-ms not to be reclassified to profil or loss in subsccruent 11eriods Remeasurement of defined benefit obligation (net of tax) (33.17) - (33.17) Tolal Olher comprehen.si\'e income/(loss), (nel ur l:u.) (12) 64.14 (50.81 114.18 13.JJ (J l5.4U Total <'Omprehcnsive income for lhc period (11+12) 398.80 726.22 746.81 1,125.02 1,391.43 Profil for lhe period attribulable to: Shareholders of the Company 328.27 772.72 609.51 1,100.99 1,660.13 Non•controlling i11te1t.:�l.:, 6.39 4.JI 2J.12 10.70 46.70 O1her comprehcnsiYe income/(loss) allrilmtable to: Shareholders of the Company 65.88 (50.81) 11�.18 15.07 (315.40) N011•controlhng mtcrcsts (1.74) - (1.74) Total comprehensive income for the period aurihut:1hlt>. tn: Shareholders of the Company 394.15 721.91 72.H9 1,116.06 1,344.73 Non•controlling interests 4.65 4.31 23.12 8.96 �6.70 Paid• up equity share capital (face value of Re. I/- each) 152.79 152.79 152.79 152.79 152.79 Resen·e-s excluding rc\'aluarion reserves as per balance sheet Earnings per equity share attributable to Owners (Nominal value per share: Rt.I/· each) (1101 a11mrnlised) Basic and diluted (in Rupees) 2.15 5.06 3.99 7.21 10.87 VdrfOC (R.! in i\lillion) Year ended March 31, 2026 Au dited 88,904.93 175.46 89,080.39 57,606.86 (590.57) 9,631.21 1,342.19 (,, " 3,317.11 13,8\13.85 8�,266.20 3,814.19 436.87 3,377.32 37.24 .l,41J �6 147 7) 7 II 961.39 1,116.23 2,298.JJ 1421 42.74 56.95 2,355.28 2,250.31 �8.02 55.20 1.75 2,305.51 49.77 152.79 17,650.57 14.73
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Varroc Engineering Limited Registered Office: L-4, MIDC Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra CIN : L28920MH1988PLC047335 Tel: +91 240 6653 700/6653 699, Fax: +91 240 2564 540, E-mail : investors@varroc.com Statement of Unaudited Consolidated Assets and Liabilities as at September 30, 2026 varroc (Rs. in Million) As at As at Sr. Particulars September 30, 2026 March 31, 2026 No. Unaudited Audited A. ASSETS I Non-current assets (a) Property, plant and equipment 19,641.89 18,674.43 (b) Capital work-in-progress 1,686.98 951.60 (c) Goodwill 489.08 489.32 (d) Other intangible assets 490.99 434.96 (e) Right-of-use assets 2,630.69 2,724.82 (f) Intangible assets under development 956.42 555.51 (g) Investments accounted for using the equity method 217.01 198.63 (h) Financial assets (i) Investments 76.61 68.62 (ii) Other financial assets 225.50 242.77 (i) Income tax assets (net) 95.65 310.99 (j) Deferred tax assets (net) 38.93 67.86 (k) Other non-current assets 1,325.07 854.98 Total non-current assets 27,874.82 25,574.49 II Current assets (a) Inventories 11,391.63 9,331.11 (b) Financial assets (i) Investments * 472.39 616.37 (ii) Trade receivables 10,078.68 7,345.36 (iii) Cash and cash equivalents 1,236.24 1,249.85 (iv) Bank balances other than (iii) above 822.42 558.52 (v) Loans 0.13 0.15 (vi) Other financial assets 232.50 217.90 (c) Other current assets 4,699.99 3,853.17 Total current assets 28,933.98 23,172.43 Total Assets (l+Il) 56,808.80 48,746.92 - \
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Varroc Engineering Limited Registered Office: L-4, MIDC Area, Waluj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, Maharashtra CIN : L28920MH1988PLC047335 Tel: +91240 6653 700/6653 699, Fax: +91 240 2564 540, E-mail : investors@varroc.com Statement of Unaudited Consolidated Assets and Liabilities as at September 30, 2026 varroc Sr. No. Particulars 8. EQUITY AND LIABILITIES I Equity (a) Equity share capital (b) Other equity Equity attributable to owners Non-controlling interests Total equity II Liabilities (I) Non-current liabilities (a) Financial liabilities (i) Borrowings (ia) Lease liabilities (ii) Other financial liabilities (b) Provisions (c) Deferred tax liabilities (net) (d) Other non current liabilities (e) Deferred government grants Total non-current liabilities (2) Current liabilities (a) Financial liabilities (i) Borrowings (ia) Lease liabilities (ii) Trade payables (a) Total outstanding dues of micro enterprises and small enterprises (b) Total outstanding dues of creditors other than micro enterprises and small enterprises (c) Acceptances (iii) Other financial liabilities (b) Provisions (c) Current tax liabilities (net) (d) Other current liabilities (e) Deferred government grants Total current liabilities III Total Equity and Liabilities (1+11) * Pertains to investment in liquid mutual funds. As at September 30, 2026 Unaudited 152.79 18,537.45 18,690.24 352.17 19,042.41 2,176.26 1,377.21 330.78 221.57 257.23 104.01 239.87 4,706.93 5,901.68 343.22 3,549.12 16.680.18 435.45 4.116.02 361.98 76.99 l ,551.32 43.50 33,059.46 56,808.80 (Rs. in Million) As at March 31, 2026 Audited 152.79 17,650.57 17,803.36 378.49 18,181.85 2,084.56 1,521.12 16.89 221.61 223.50 - 225.52 4,293.20 5,292.39 348.31 2,504.60 12,046.75 668.31 3,254.38 445.08 43.57 1,602.45 66.03 26,271.87 48,746.92
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\'arroc Engineering Limited Registered Office: L·4, MIDC Area, \Valuj, Chhatrapati Sambhaji Na gar (Aurangabad) CIN : L28920MHl988PLC04733S Tel: +91 240 6653 700/66S3 699, Fax: +91 240 2S64 S40, E-nrnil: invcstors@,,arroc.com Vdrroc: Unaudited Consolidated Statement of Cash Flows for the half year ended September 30, 2026 {Rs. in Million} Sr. For the half year ended For the half year ended No. Particulars September 30, 2026 September 301 2025 Unaudited Unaudited A Cash flow from operating activities Profit before tax and exceptional items 2,550.66 1,747.77 AdJUStmcnts for Deprec1at1on and amort1satton expense 1.729 23 1,636 81 Net loss/(gam) on disposal of property, plant and equ1pmen1 (IQ 17) I 78 Prov1s1011 for doubtful debts and advances 3 80 0.06 fmcrest expenses 629 83 681 75 Unwmdmg of mterest on secunty deposit (341) (3 21) Ga111 on sale of current investments (21 02) (10 01) Share in profit of Joint Venture accounted for usmg the equity method (18 51) (13 77) Liab1hties no longer reqmred wrmen back (0 04) Rental income (I 51) Net foreign exchange differences (m1realiscd) 39 54 (38 42) Dividend income (0 02) Interest mcome (41 53 2 297.21 (65.4Q] 2,189.48 Operating profits before working capital changes 4,847.87 3,937.25 Adjustments for changes m Inventories (2,061 IQ) (1,173 45) Trade receivables (2.730 78) (269.82) Other assets (954 57) (64 68) Trade payables 5,368 93 1.224 52 Other hab1ht1es and prov1s1ons (428 88) 139 59 (806.49 (143.84 Cash generated from 011erations 4,041.38 3,793.41 Taxes paid (net of refund received) (543 21) (134 80) Net cash flow generated from operating acth•ities 3,498.17 3,658.61 B Cash flow from investing activities D1v1dend received 00 2 Interest received 44 06 62 52 Rental income I 51 Proceeds from sale of Chma JV 3,406 64 (Purchase of)/proceeds from sale of cw-rent uwestment (net) 165 00 (I 58 23) Purchase of non current investment (net) (4 87) Proceeds from sale of prope11y, plant and eqmpmem 56 15 44 73 Purchase of property, plant and equipment (2,949 08) (2.168 57) Costs mcurred on intangible assets (557 45) (265 57) Fixed <feposlts (with maturity of more t!1,an 3 months) redecmed/(purchased) (net) (278 44) (1.169 20) Net cash flow used in investing activities (3,523.12) (247.66) C Cash flow from financing activities Proceeds from long•tem1 borrowmgs 750 00 500 00 Repa)1t1ent of long•term borrowings (406.84) (2.430 66) Proceeds from sale and lease back 372 62 Payment of pr111c1pal p0111on of lease hab1llty (242 14) (160 66) Payment of interest on lease hab1hty (67.81) (76 29) Proceeds from/(repaymcnt of) shon tem1 borrowmgs (net) 363.99 (428 53) D1v1dend paid on eqmty shares (229 18) (152 79) Interest paid (547 77) (608 16) Net cash flow used in financing actil'ities (7.13) (3,357.09) Net incrcas('/ (decrease) in Cash and Cash Equil'alcnts (A+B+C) (32.08) 53.86 Opening cash and cash equivalents 1,249.85 1,114.77 Effect of exchange difference on translation of foreign currency cash and cash 18 47 56.57 equivalents Total 1,268.32 I 171.34 Closing cash and cash equi\'alents 1,236.24 1,225.20 Sr. Particulars As at As at No. September 30, 2026 September 30, 2025 (Rs. in Million) (Rs. in Million) Cash and cash equivalents consists of: A Cash and cash equivalents I Cash m hand 0 33 01 9 11. Bank balances - CrnTent accounts 1,235 91 81701 - Deposits with rnatunty ofless than three months 408 00 1.236.24 1.225.20 Notc-s: I The above Statement of Cash Flows has been prepared under the mdlfcct method as set out in Ind AS 7 on "Statement of Cash flows" 2 F112ures in brackets represent out flow of cash a.nd cash equivalents .' -\
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Varroc Engineering Limited Registered Office: L-4, �IIDC Area, Waluj, Chhatrapati Sam bhaji Nagar (Aurangabad) 431 136, i\lahar ashtra CIN : L289201\IH 1988PLC04733S Tel: +91 240 66S3 700/66S3 699, Fax: +91 240 2S64 S40, E-mail: invcstorsl@varroc.com Additional disclosures as per Regulation S2(4) ofSEBl (Listing Obligations and Disclosure Requirements), Regulations, 2015 Particulars Debt Equity ratio [refer note (i) I Debt Service Coverage Ratio [refer note (i1)] Interest Service Coverage Ratio [refer note (111)) Outstanding Redeemable Preference Shares (Qty/ Value) Capital Redemption Reserve Debenture Redemption Rese1Ye Net Wortl, [refer note (iv) I Net Profit after Tax Eanung per share I EPS) Basic EPS (Not Annualised) Diluted EPS (Not A1111ualised) Current Ratio [refer note (v) I Long Tern, Debi 10 Workmg Capital Ratio [refer note (vi) ) " Bad Debts 10 Account Receivable Ra110 [refer note (vii) J •• Current Liability Ratio [refer note (v111)) Total Debts to Total Assets Ratio [refer note (ix) ] Debtors Turnover Ratio [refer note (x) I• Inventory Turnover Ratio [refer note (x1)] • Operating Margin [ refer note (xii) I Net Profit Margin [refer note (xiii) ] Securitv cover ratio (refer note (x,1i) l Fonnut:ie for calculation of ratios are as follows (i) Debt Equity Ratio = [ Total Debt /Total Equity ] September 30, 2026 (No of times) 0.42 (No of t1rnes) 4.08 (No of t,mes) 8.09 (Rs. in M1ll1on) 19,042.41 (Rs in Million) 334.66 (Rs ) 2.15 (Rs ) 2.15 (No of t1mes) 0.88 (No. of Innes) (0.97) (No. of t1mes) 0,00 (No. of times) 0.88 (No. of times) 0.14 (No. of times) 2.93 (No of times) 1.80 (1n %) 5.85°0 (in °o) l 14°0 (No of tunes) NA# Quarter ended Half year ended June 30, September 30, Se1>tember 30, Septem her 30, 2026 2025 2026 2025 0 43 0.42 0.42 0 42 5.76 3.02 4.72 2.42 7.48 6 48 7.80 5.96 Not Applicable 18.908 07 17,218.00 19,042.41 17.218.00 777 03 632.63 1,111.69 1,706 83 5.06 3.99 7.21 10 87 5.06 3.99 7.21 10 87 0.92 0.88 0 88 0.88 (2.27) (2 03) (0.97) (2.03) 00 0 (0 00) 0.00 0.00 0 87 0.86 0.88 0.86 0 15 0.15 0.14 0.15 3 03 3.22 6.41 6 04 I 75 1.69 3.55 3 37 5.260,o 5.40% 5.570,o 543° 0 2.95% 2 87% l.99�. 4.03�. NA# 1.95 NA# 1.95 vc,rroc Year ended i\larch 31, 2026 0.41 2.78 6.34 18.181.85 2.298.33 14 73 14 73 0.88 (I 13) (0 00) 0 86 0 15 12 57 6 85 5.68°0 2.59% NA# (11) Debt Ser\1ce Coverage Ratio - [ (Earnmgs before Interest, Tax, Depreciation & Amort1sat1on expense and Excepuonal ltem)/(lnterest Expense+ Principal repa}lnents of long term loan made during the period excluding prepaymeut)] (iii) Interest Service Coverage Ratio = [ (Eammgs before Interest, Tax, Depreciation & Amortisation expeuse aud Excepuonal Item) (Interest Expense) I (iv) Net Worth= [ Equity Share Capital+ Other equity+ Non-controlling Interests] (v) Current Ratio - I Current Assets/ Curreut L1ab1ht1es ] (vi) Long Tenn Debt to Working Capital - [ Non Current Borrowings (includmg Current Maturities of Long Tern, Borrowiugs) / Workmg Capital ] (,1i) Bad Debts to Accowlls Receivable Ratio = I (Bad debts written off+ Pr0\is1on for bad debts charged to Profit and Loss account) / A,·erage Trade Receivables I (viii) Current Liability Ratio = I Current Liability/ Total Lrnb,hty I (1x) Total Debts 10 Total assets = [ Total Debt/ Total Assets J (x) Debtors Turnover = [ Reveuue from Operations/ Average Debtors ] (xi) Inventory Turnover = I (Cost of Material Consumed+ Changes 111 stock of finished goods and work-in-progress)/ Average Inventory ) (xii) Operating Margin = [ (Earnings before Interest, Tax, Exceptio11al Item and Share of Profit from Jomt Venture - Other Income +/- foreign exchange (gam)lloss (net))/ Revenue from Operatio11s I (xiii) Net Profit Margin = [ Net Profit after Tax/ Revenue from Operations ] (xiv) Total Debi - I Long Tenn Borrowmgs + Shon Tern, Borrowmgs (includes Current Maturities of Long Tenn Borrowings)) (xv) Total Equity= [ Equity Share Capital + Other Equity I (xvi) Working Capital = [ Total Current Assets -Total Current Liabilities (excludmg Current Maturities of Lo11g Tenn Borrowings)) (xvii) Security cover ratio• [Book value of specific identified movable fixed assets both present and future of the company as per debenture tmst deed / (NCD principal amount +l11teres1 payable till date)) • Ratio not annualised, except for the year ended March 31, 2026 •• numbers are below 0.0 I "Ratio is negative because net working capital 1s negative # NCDs have bec11 repaid on March 07, 2026, hence disclosure for secunty cover rauo 1s not apphcable as at September 30, 2026, June 30, 2026 and March 31, 2026.
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\'arroc Engineering Limited Registered Office: L-4, i\llDC Arca, \Valuj, Chhatrapati Sambhaji Nagar (Aurangabad) 431 136, i\laharashtra CIN : L28920i\lH I 988PLC047335 Tel: +91 240 6653 700/6653 699, Fax: +91 240 2564 540, E-mail : in,•estors@varroc.com vc1rroc b) The Group announced a Voluntary Separation Scheme ('VSS') for all eligible permanent workmen at specific plants of the Group In this regard. the Group accepted separauon of 411 employees and the separation cost of Rs 799 49 million (gross of tax) associated with the VSS was recognised as an except1onal item during the year ended March 31, 2026 c) Write back of excess accmal of es111nated expenses directly attributable to the merger of Varroc Polymers Limited ('VPL') wnh the Varroc Engmeering Limned ('VEL'), the Holdmg company of Rs IO 00 million for the year ended March 31, 2026 d) Net loss of Rs 33 83 million for the year ended March 31, 2026 pertaining to liqu1dat1on of a step-down subsidiary, Varroc Lighting Systems, Bulgaria, EOOD e) On December 11, 2024. the Group recei,·ed an order from ICC lntemat1onal Court of Arbitration ('ICC') 111 respect of the ongoing arbitration between Varroc Corp Hold111g B. V. ('VCI IBV') jomtly With Varroc Engineenng L1m1tcd ('the Holding Compan)') and Beste Motor Co Ltd ('TYC BVI En11ty') jomtly with TYC Brother Industrial Co. Ltd ('TYC Group') and Varroc TYC Corporation ('VTYC' or 'Chma JV'), wherein VCI IBV was directed to transfer its 50°0 shareholding in VTYC to TYC BVI Entity for a conside ration of RMB 310 50 million. The Group received above consideration on May 07, 2025 and transferred its mvestments III Ch111a JV On account of such disposal, the cumulative exchange gams pertaming to Chuta JV of Rs 611 94 m1ll1on, which had been recognised 111 Other Comprehensive Income and accumulated in foreign currency translation reserve during the prevtous periods, were reclassified to the Statement of Profit or Loss This was disclosed as an exceptional Item and reduced from Other Comprehensive Income for the half year ended September 30, 2025 and year ended March 31, 2026 f) On September 30, 2026, the Group announced a proposed restructuring of 11s operations m Italy mvoh1ng discontinuation of the manufacturing. laboratory and testing act1v1t1es of Varroc Italy S.p.A ('Varroc Italy'), while contmumg 1\11h certam sales and research and development act1v111es in Italy The restructuring has been 1111tiated 111 view of the continued losses and high operatmg costs of the subsidiary Pursuant to the restructuring plan, the Group has recogntsed a provision of Eur 4.48 million (Rs. 493 87 million) for obligations directly attributable to the restructuring, mainly comprising costs associated with the transfer/disposal of plant and machmery and other related expenses The resulting charge of Rs 493.87 million has been disclosed as an exccptlonal item in the consolidated financial results for the quarter and half year ended Septemb er 30, 2026 g) In October 2026, Varroc Italy concluded a settlement with the Italian Revenue Agency m respect of tax assessments pertaining to certain transfer pncmg adJustments for the financial years ended March 31, 2021, March 31, 2022 and March 31, 2023. The aggregate amount determined under the settlement is Eur I 25 million (includmg mterest of Eur 0.04 m1lhon) 1.e Rs 137 16 million, which 1s payable in quarterly mstalments 11II Juli 31, 2030 The Group has disclosed tlus amount as an exceptional item in the consohdated financial results for the quarter and half year ended September 30, 2026 6 The Holding Company made the follo,vtng Commercial Paper (CP) issuances· a) 1,000 listed unsecured Commercial Papers (CPs) of face value Rs 5,00.000 aggregatmg to Rs 500 million and havmg mterest rate of 7 2°0 were issued on July 22, 2026, and redeemed on August 21, 2026 b) 1,000 listed unsecured Commercial Papers (CPs) of face value Rs 5,00,000 aggregatmg to Rs 500 million and havmg interest rate of 6 90% were issued on Sep tember 24, 2026 and are due for redemption on December 23, 2026 7 Subsequent to September 30, 2026, the Holdmg Company entered 11110 an agreement to acquire 45'l-o stake 111 Forsee Power India Private Limited for an 111it1al cons1dcratton of Eur 4 50 nullion, with a right to acquire an add1ttonal 6% stake and contmgent consideration of up to Eur 2 00 million The transaction, with maximum consideration of Eur 6 50 m1lhon, 1s subject to applicable approvals. 8 The 'Automotive' segment consists of the busmess of automobile products cons1st1ng of auto parts for two-wheelers, three-wheelers and four-wheelers and related design, development and engineering activities and. other services 'Others' comprise of forging components for off road vehicles and components for mmmg and oil drilling mdustry which is below the thresholds for reporting as separate operating segment. Investment in joint ventures and corresponding share of profit/loss from jomt ventures 1s considered under unallocated assets and profit/loss respectively. Place : Chlrntrap:1ti Sambhaji i'iagar Date : November 04, 2026 For and on behalf of Board of Directors � \'arroc Enginecrin r n .. 1i - te _ d ___ _ Ta rang Jain Chairman and i\lonaging Director