Shareholders meeting

VARROC/SE/INT/2026-27/62 August 20, 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: Summary of proceedings/Outcome of the 38th Annual General Meeting (“AGM”) of the Company held on August 20, 2026, and voting results together with Consolidated Report of Scrutiniser on votes cast through remote e-voting and voting at the AGM Ref: Regulation 30 (read with Part A of Schedule III) and Regulation 44 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). Dear Sir/Madam, We are pleased to inform that the 38th Annual General Meeting (‘AGM’) of the Shareholders of the Company was convened today i.e., on Thursday, August 20, 2026, at 11:00 a.m. through Video Conference/ Other Audio-Visual Means, without physical presence of the Members at a common venue, and all the Resolutions set out in the AGM Notice, have been passed with the overwhelming majority. In this regard, we are enclosing the following: 1 Proceedings of AGM pursuant to Regulation 30 [read with Part A Annexure I (A13) of Schedule III] and other applicable Regulations of the Listing Regulations 2 Voting Results of the AGM pursuant to Regulation 44(3) and other Annexure II applicable Regulations of the Listing Regulations 3 The Consolidated Report of the Scrutiniser, pursuant to Section 108 Annexure III of the Companies Act, 2013 read with Rule 20 and 21 of the Companies (Management and Administration) Rules, 2014, dated August 20, 2026, on remote e-voting and e-voting during the AGM The additional details as required under Listing Regulations read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed herewith. The above information will be made available on the website of the Company i.e., www.varroc.com and the voting results will be made available on the website of NSDL at https://www.evoting.nsdl.com and shall also be displayed at the Registered Office of the Company. You are requested to take the above information on record Thanking you, Yours faithfully, For Varroc Engineering Limited Anil Ghatiya Company Secretary Encl: A/a 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. Sr. No Particulars Details 1. Date of the meeting; August 20, 2026, at 11:00 a.m. through VC/OAVM 2. Brief details of items deliberated and The Result of remote e-Voting and e- results thereof Voting during the Annual General Meeting, on the Resolution as set out at Item Nos. 1 to 8 of the Notice of the AGM, as prescribed under Regulation 44 of the Listing Regulations is attached below separately. 3. Manner of approval proposed for The Company provided remote e-voting certain items (e-voting etc.) facilities to its members, enabling them to cast their votes electronically on the resolutions set out in Item Nos. 1 to 8 of the Notice of the AGM. The remote e-voting period commenced on August 17, 2026, at 09:00 a.m. and concluded on August 19, 2026, at 05:00 p.m. Additionally, members who attended the 38th AGM through VC/ OAVM facility and who had not cast their votes through remote e-voting, but were otherwise eligible, were provided the opportunity to vote electronically on the NSDL portal during the AGM. ANNEXURE I Proceedings of the 38th Annual General Meeting of Varroc Engineering Limited held on August 20, 2026 Date, time and venue of the Annual General Meeting: The 38th Annual General Meeting (“AGM / the Meeting”) of the Members of the Company was convened today i.e., Thursday, August 20, 2026, at 11:00 a.m., through Video Conference ("VC") / Other Audit Visual Means (“OAVM”) without the physical presence of the Members at a common venue, in compliance with relevant Circulars issued from time to time by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”). In accordance with Secretarial Standard - 2 on General Meeting issued by the Institute of Company Secretaries of India (‘ICSI’) read with Guidance/Clarification dated January 2024 (effective from 1st April, 2024), issued by ICSI, the AGM Proceedings were deemed to be conducted at the Registered Office of the Company which was the deemed Venue of the AGM. Proceedings in brief: Mr. Tarang Jain, Chairman and Managing Director of the Company presided as the Chairman of the Meeting. The following Directors and Key Managerial Personnel (“KMP”) of the Company were present: Sr. No Name of the Director/ KMP Designation 1. Mr. Tarang Jain Chairman & Managing Director & Chairman of Corporate Social Responsibility Committee and Environmental, Social and Governance (ESG) Steering Committee 2. Mr. Arjun Jain Whole Time Director 3. Mr. Dhruv Jain Whole Time Director 4. Mr. Avinash Ramdas Whole Time Director Chintawar 5. Mr. Vinish Kathuria Independent Director & Chairman of Audit Committee and Stakeholder’s Relationship Committee 6. Mr. Akshaykumar Independent Director & Chairman of Narendrasinhji Chudasama Nomination and Remuneration Committee 7. Mr. K. Mahendrakumar Group Chief Financial Officer 8. Mr. Anil Ghatiya Company Secretary & Compliance Officer Mr. Padmanabh Sinha and Ms. Liselott Kilaas, Independent Directors, could not attend the AGM owing to unavoidable exigencies The Chairman welcomed and introduced all the Directors present at the Meeting. The Chairman informed that the Representative of Statutory Auditors and the Secretarial Auditor were also present at the Meeting. 71 Members attended the Meeting through Video Conferencing. It was informed that in compliance with relevant Circulars issued by the Ministry of Corporate Affairs and SEBI from time to time, the AGM was conducted through VC / OAVM. As the AGM was held through VC, the facility for appointment of Proxies by the Members was not available. The Members were informed that Live Proceedings of the AGM was also being webcast on the e-voting website of National Securities Depository Limited (“NSDL”). The requisite quorum being present, the Chairman called the Meeting to order. With the consent of the Members present, the Notice convening the 38th Annual General Meeting was taken as read, following which the qualifications in the Audit Report on the Standalone and Consolidated Financial Statements of the Company were duly read along with the Management’s responses; further, as the Secretarial Audit Report contained no qualifications, reservations, adverse remarks, or disclaimers, the same was also taken as read. The Registers and other relevant documents mentioned in the Notice were kept open for inspection electronically on NSDL website under the tab “AGM docs”, during the Meeting. The Chairman then apprised the Members regarding the performance of the Company in FY 2025-26. The Chairman’s Message for Shareholders is also annexed herewith. The Members were also informed that in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, the Company had provided facility for casting of the votes through electronic means by way of Remote e-voting prior to AGM and has also provided e-voting at the AGM for Members who had participated in the AGM and not cast their vote through Remote e-voting. Cut-off date for e-voting Thursday, August 13, 2026 Commencement of Remote e-voting 9:00 a.m. (IST) on Monday, August 17, 2026 Conclusion of Remote e-voting 5:00 p.m. (IST) on We [Showing first 8,000 characters — download PDF for full document]