Agreements

VARROC/SE/INT/2026-27/39 July 8, 2026 The Manager- Listing The Manager – Listing The Listing Department, The Corporate Relation Department, National Stock Exchange of India Limited BSE Limited Exchange Plaza, Plot No. C/1, G Block, Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Dalal Street, Fort, Bandra (East), Mumbai-400051 Mumbai-400001. NSE Symbol: VARROC BSE Security Code: 541578 Sub: Intimation of Investment in Renewable Energy Project for Captive Power Procurement Ref: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) Dear Sir/ Madam, Pursuant to the Regulation 30 of the of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), We wish to inform you that the Company has entered into Power Delivery Agreement (“PDA”) and Share Purchase and Shareholder’s Agreement (“SP&SA”) with AMPIN C&I Power Twelve Private Limited and AMPIN Energy C&I One Private Limited (“SPVs”) for the state of Karnataka and Tamil Nadu respectively, whereby AMPIN as a power producer shall be supplying solar power to the Company/company’s facilities in the aforesaid states as a captive user. The details as required under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026, are enclosed herewith as Annexure A & B. We request you to take this on record, and to treat the same as compliance with the applicable provisions of the Listing Regulations. The aforesaid information is also being placed on the website of the Company at www.varroc.com. Yours faithfully, For Varroc Engineering Limited Anil Ghatiya Company Secretary & Compliance Officer Annexure – A {Acquisition (including agreement to acquire)} S. No. Particulars Details 1. Name of the target entity, details in Name: brief such as size, turnover etc.; 1.AMPIN Energy C&I One Private Limited 2.AMPIN C&I Power Twelve Private Limited Brief Details: These SPVs are formed for the purpose of developing, building, and managing the portfolio of Renewable power assets and by establishing Renewable Power Plant(s) in Tamil Nadu and Karnataka, respectively with AMPIN C&I Power Private Limited. Turnover: NIL 2. Name of the entity, date & country of AMPIN Energy C&I One Private Limited is incorporation, etc.; incorporated on December 8, 2023. AMPIN C&I Power Twelve Private Limited is incorporated on April 23, 2025. Country of Incorporation: India 3. Name of holding company of the The Company is making an investment in incorporated company and relation Renewable Energy Project. There is no with the listed entity; relation between the holding Company and listed entity. 4. Whether the acquisition would fall Acquisition doesn’t fall within the purview within related party transaction(s) of related party transactions. None of the and whether the promoter/ promoter promoters /promoter group/group group/ group companies have any Companies have any interest in the stated interest in the entity being acquired? entities/SPVs. If yes, nature of interest and details thereof and whether the same is done at “arm’s length”; 5. Industry to which the entity being Generation and Transmission of Solar acquired belongs; power 6. Objects and impact of acquisition Investment in Equity and other securities (including but not limited to, of SPVs for establishing Renewable Power disclosure of reasons for acquisition Plants in Tamil Nadu and Karnataka of target entity, if its business is having captive capacity of 0.40 MW /0.60 outside the main line of business of MW and 0.50MW /0.70MW DC AC DC the listed entity); respectively under Captive Power Scheme which will enable the Company to source solar power from the said SPVs for our manufacturing plants located in the States of Tamil Nadu and Karnataka. 7. Brief details of any governmental or Not Applicable regulatory approvals required for the acquisition; 8. Indicative time period for completion On or before 30th August 2026 of the acquisition; 9. Consideration - whether cash Cash consideration consideration or share swap or any other form and details of the same; 10. Cost of acquisition and/or the price The investments not exceeding Rs. at which the securities are acquired; 22,80,000/- for acquisition of 2,28,000 Equity Shares of Rs. 10/- each, representing 0.44% of the Equity Share capital of “AMPIN Energy C&I One Private Limited” for the state of Tamil Nadu and not exceeding Rs. 25,90,000/- for acquisition of 2,59,000 Equity Shares of Rs. 10/- each, representing 0.83% of the Equity Share capital of “AMPIN C&I Power Twelve Private Limited (including Equity Shares but not restricted to other securities) 11. Percentage of shareholding / control Please refer to Point No. 10 acquired and / or number of shares acquired; 12. Brief background about the entity Background: These SPVs are formed for acquired in terms of products/line of purpose of developing, building, and business acquired, date of managing the portfolio of Renewable power incorporation, history of last 3 years assets and for establishing the Renewable turnover, country in which the Power Plant(s) in Tamil Nadu and acquired entity has presence and any Karnataka, respectively. other significant information (in brief); Date of Incorporation: Please refer Point No. 2 History of last 3 years’ turnover: Nil Country: India Annexure-B (Agreements) S. No. Particulars Details 1. Name(s) of parties with whom the 1.AMPIN Energy C&I One Private Limited agreement is/are entered; 2.AMPIN C&I Power Twelve Private Limited 3. AMPIN C&I Power Private Limited (“Holding Company for Party No 1 & 2”) 2. Purpose of entering into the Investment in Equity of SPVs for establishing agreement; Renewable Power Plants in Tamil Nadu and Karnataka having captive capacity of 0.40 MW /0.60 MW and 0.50MW /0.70MW AC DC AC DC respectively under Captive Power Scheme which will enable the Company to source solar power from the said SPVs for its manufacturing plants located in the States of Tamil Nadu and Karnataka. 3. Shareholding, if any, in the entity The investments not exceeding Rs. 22,80,000/- with whom the agreement is for acquisition of 2,28,000 Equity Shares of Rs. executed; 10/- each, representing 0.44% of the Equity Share capital of “AMPIN Energy C&I One Private Limited” for the state of Tamil Nadu and not exceeding Rs. 25,90,000/- for acquisition of 2,59,000 Equity Shares of Rs. 10/- each, representing 0.83% of the Equity Share capital of “AMPIN C&I Power Twelve Private Limited. 4. Significant terms of the agreement (in No special rights are contained in the brief) special rights like right to agreements. appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.; 5. Whether the said parties are related No to promoter/promoter group/ group companies in any manner. If yes, nature of relationship; 6. Whether the transaction would fall No within related party transactions? If yes, whether the same is done at “arm’s length”; 7. In case of issuance of shares to the Not Applicable. The parties are issuing Equity parties, details of issue price, class of Shares to the Company. shares issued; 8. Any other disclosures related to such Not Applicable agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.; 9. In case of termination or amendment Not Applicable of agreement, listed entity shall disclose additional details to the stock exchange(s);