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Varroc Engineering Limited Regd. & Corp. Office L-4, MIDC, Industrial Area Tel + 91 240 6653700 email: varroc.info@varroc.com Waluj, Aurangabad 431 136, Fax + 91 240 2564540 www.varroc.com Maharashtra, India CIN: L28920MH1988PLC047335 VARROC/SE/INT/2026-27/51 August 6, 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-400 051. Mumbai-400 001. NSE Symbol: VARROC BSE Security Code: 541578 Sub: Outcome of Board Meeting – Financial Results Ref: Regulation 30 (read with Part A of Schedule III), Regulation 33, 52 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 Thursday, August 6, 2026, which commenced at 11:35 a.m. and concluded at 4.26 p.m. has considered and approved the following items: 2. Unaudited Financial Results (Standalone and Consolidated) for the quarter ended on June 30, 2026: 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 ended on June 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 shall also be made available on the Company's website www.varroc.com and will also be published in Business Standard (English) and Loksatta (Marathi) newspapers. We request you to please take the above on record. Thanking you, Yours faithfully, For Varroc Engineering Limited Anil Ghatiya Company Secretary Membership No. A-16620 Encl: a/a SR BC & CO LLP Ground Floor Panchshil Tech Park, Yerwada Chartered Accountants ( Near Don Bosco School) Pune • 411 006, India Tel : +91206603 6000 Independent Auditor's Review Report on the Quarterly 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 1. We have reviewed the accompanying statement of unaudited standalone financial results of Varroc Engineering Limited (the "Company") for the quarter ended June 30, 2025 (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 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 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) 24 I 0, ·'Review of Interim Financial Information Perfotmed by the Independent Auditor of the Entity" issued by the Institute of Chattered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information 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. 4. Basis for Qualified Conclusion As disclosed in Note 3 to the Statement, during the previous year, the Company 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 ce1tain income amounting to Rs. 209.89 million recognized by the Company under 'Revenue from operations' in the previous year, as received from Chongqing Yarroc TYC Auto Lamps Co., Ltd. (erstwhile joint venture). Subsequently, the Company also received a 'Statement of Claim' under the arbitration proceedings with TYC Pa1ties on the aforesaid matter and on certain additional claims/breaches under the aforesaid TMA against which the Company has 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 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, reserves and surplus and earnings per share for the quaiter ended June 30, 2026. Our repott for the qua1ter and year ended March 3 1, 2026 and quarter ended June 30, 2025 was also qualified in respect of this matter. SR BC & CO LLP, a Limited Liability Partnership with LLP Identity No. AAB-4318 Regd. Office: 22, Camac Street, Block 'B', 3rd Floor. Kolkata·700 016 SR BC & CO LLP Chartered Accountants 5. Qualified Conclusion Based on our review conducted as above except for the possible effects of the matter in paragraph 4 above, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard ('Ind AS') 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 information 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. 6. Emphasis of Matter We draw attention to the following matters: a. Note 4 of the Statement regarding an arbitration initiated by OPmobility Lighting Holding, France ("OPmobility") at the ICC International Court of Arbitration alleging breaches of ce11ain 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 Company believes that no provision is considered necessary in the standalone financial results. b. Note 5 of the Statement which describes the effects of the Orders received by the Company from GST Appellate Authorities. The Company has filed fu11her appeal against one of the orders and is in process of filing fu11her appeal against the other, pending conclusion of which no adjustments have been made in respect of these matters in the standalone financial results. Our conclusion on the Statement is not modified in respect of the above matters. For S R B C & CO LLP Cha11ered Accountants I A irm registration number: 324982E/E300003 Pa11ner Membership No.: 136969 UDIN: 26136969WGELPM6034 Place: Pune Date : August 06, 2026 Varroc Engineering Limited Registered :tnd Corporate Office: L-4, MIDC Area, \.Valuj, Chhatrnpati Sambh:1ji Nagar (Aurang:1bad) -BI [Showing first 8,000 characters — download PDF for full document]