General Updates

VARROC/SE/INT/2026-27/65 August 21, 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. NSE Mumbai-400 001. Symbol: VARROC BSE Security Code: 541578 Sub: Transcript of 38th Annual General Meeting of Varroc Engineering Limited Dear Sir/Madam, Please find enclosed herewith transcript of 38th Annual General Meeting held on August 20, 2026 at 11:00 AM. A copy of the same is also being placed on the Company's website i.e., www.varroc.com This is for your information and records. For Varroc Engineering Limited Anil Ghatiya Company Secretary Encl: A/a “Varroc Engineering Limited 38th Annual General Meeting” August 20, 2026 MANAGEMENT: MR. TARANG JAIN – CHAIRMAN AND MANAGING DIRECTOR – VARROC ENGINEERING LIMITED MR. ARJUN JAIN – WHOLE-TIME DIRECTOR AND CHIEF EXECUTIVE OFFICER, BUSINESS UNIT I – VARROC ENGINEERING LIMITED MR. DHRUV JAIN – WHOLE-TIME DIRECTOR AND CHIEF EXECUTIVE OFFICER, BUSINESS UNIT II – VARROC ENGINEERING LIMITED MR. AVINASH CHINTAWAR – WHOLE-TIME DIRECTOR AND CHIEF OPERATING OFFICER – VARROC ENGINEERING LIMITED – VARROC ENGINEERING LIMITED DR. VINISH KATHURIA – INDEPENDENT DIRECTOR AND CHAIRMAN OF THE AUDIT COMMITTEE – VARROC ENGINEERING LIMITED MR. AKSHAYKUMAR CHUDASAMA – INDEPENDENT DIRECTOR AND CHAIRMAN OF NOMINATION AND REMUNERATION COMMITTEE – VARROC ENGINEERING LIMITED MR. MAHENDRA KUMAR – GROUP CHIEF FINANCIAL OFFICER – VARROC ENGINEERING LIMITED MR. ANIL GHATIYA – COMPANY SECRETARY AND COMPLIANCE OFFICER – VARROC ENGINEERING LIMITED Page 1 of 12 Varroc Engineering Limited August 20, 2026 Anil Ghatiya: Good morning, dear shareholders and a warm welcome to all of you and our board members at the 38th Annual General Meeting of Varroc Engineering Limited. In compliance with relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, this meeting is being conducted through video conferencing without the physical presence of members at a common venue. The proceedings of the meeting shall be deemed to have been conducted at the registered office of the company. For the smooth and seamless conduct of the meeting and to avoid background noise, all the shareholders are requested to be on mute mode. Please note that the proceedings of this Annual General Meeting are being recorded. Mr. Tarang Jain, Chairman and Managing Director of the company, is presiding over the meeting as the chairman. The company has not received any representation from the corporate members to attend the meeting. Since there is no physical attendance of the shareholders, the requirement of appointing proxies is not applicable. The registered and other relevant documents referred to in the notice required to be kept open for inspection are available electronically for inspection during the meeting on NSDL website under the tab AGM docs. Further, as the AGM is being held through video conference, the facility for appointment of proxy by the members is not applicable and hence the proxy register for inspection is not available. The e-voting facility will be active up to 15 minutes after the end of the discussion on the resolutions. Members may please note that there will be no voting by show of hands. If any member desires to ask any questions pertaining to any item on the notice, he or she may do so now through ask question tab on the webcast window. Members are requested to keep their queries brief and relevant. To avoid repetition, answers to all the questions will be provided towards the end. The members may also note that the company reserves the right to limit the number of questions depending on the availability of time. I now hand over the further proceedings to Mr. Tarang Jain, Chairman of the meeting. Over to you, sir. Tarang Jain: Thank you Anil. Ladies and gentlemen, good morning. I welcome you all to the 38th Annual General Meeting of the members of the company. This meeting is being held through video conference in accordance with the circulars issued by the Ministry of Corporate Affairs and SEBI from time to time. Live proceedings of this Annual General Meeting are also being webcast on the e-voting website of NSDL. The requisite quorum is present through video conference to conduct the proceedings of this meeting. Participation of the members through video conference is being reckoned for the purpose of quorum as per the circulars issued by the Ministry of Corporate Affairs and Section 103 of the Companies Act 2013. The quorum being present, I call this meeting to order. Before we start the main proceedings of the meeting, I request my colleagues on the video conference to introduce themselves. Dr. Vinish Kathuria. Page 2 of 12 Varroc Engineering Limited August 20, 2026 Vinish Kathuria: Hi, good morning, everyone. This is Dr. Vinish Kathuria, an Independent Director and Chairman of the Audit Committee at Varroc Engineering Ltd. Thank you. Tarang Jain: Mr. Akshaykumar Chudasama. Akshaykumar C.: Good morning. This is Akshaykumar Chudasama, Independent Director of Varroc Engineering Ltd. Happy to be here. Tarang Jain: Thank you. Mr. Arjun Jain, Mr. Dhruv Jain and Mr. Avinash Chintawar are present in the meeting along with me. Mrs. Liselott Kilaas and Mr. Padmanabh Sinha are not attending the AGM because of their prior commitments. Apart from them, we have key executives and senior management joining from their respective locations. Further, Mr. Mustafa Saleem, the Statutory Auditors and Mrs. Uma Lodha, Secretarial Auditor of the company are also present in the meeting from their respective locations. The company has taken all feasible efforts to enable members to participate through video conference and vote at the AGM. I thank all the members, colleagues on the board, auditors and the management team for joining this meeting through video conference. I hope all of you are safe and in good health. As the notice of the meeting has already circulated to the shareholders, with your permission, I take the notice convening the meeting as read. I would request our company secretary now to read out the auditor's report. Anil Ghatiya: Thank you, sir. The statutory auditor's report on a standalone financial statements and consolidated financial statements are available on page number 229 and 335 of the annual report respectively. The secretarial audit report of the company is annexed to the board's report on page number 147 of the annual report. The auditor's report which forms part of the annual report and which has been circulated to the shareholder does not contain any qualification, reservation or adverse remark except the following on the standalone and consolidated financial statements for the year ended March 31, 2026. Now I will be reading out the said qualifications. The audit report on the standalone financial statements of the company contains the following qualification. As disclosed in note 55(a) to the standalone financial statements and other financial information for the year ended March 31, 2026, the company received a settlement offer from Beste Motor Company Limited and TYC Brother Industrial Company Limited (TYC parties) alleging breach of Transition Management Agreement (TMA or agreement) in respect of certain income amounting to INR209.89 million recognized by the company under revenue from operations during the year ended March 31, 2026 as received from Chongqing Varroc TYC Auto Lamps Company Limited, 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 certain additional claims or 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 [Showing first 8,000 characters — download PDF for full document]