Integrated Filing — IndAS



General information about company
Scrip Code 541578
NSE Symbol VARROC
MSEI Symbol NA
ISIN INE665L01035
Name of company VARROC ENGINEERING LIMITED
Type of company Main Board
Class of security Equity
Date of start of financial year 01-Apr-2025
Date of end of financial year 31-Mar-2026
Date of board meeting when results were approved 07-Aug-2025
Date on which prior intimation of the meeting for considering financial results was informed to the exchange 31-Jul-2025
Description of presentation currency INR (in Actuals)
Reporting Type Quarterly
Reporting Quarter First quarter
Nature of report standalone or consolidated Standalone
Whether results are audited or unaudited for the quarter ended Unaudited
Whether results are audited or unaudited for the Year to date for current period ended/year ended
Segment Reporting Single segment
Description of single segment In Accordance with paragraph 4 of the notified IND AS 108 The Company has disclosed segment information only on the basis of consolidated financial statement.
Start date and time of board meeting 07-Aug-2025   13:00:00
End date and time of board meeting 07-Aug-2025   14:45:00
Whether cash flow statement is applicable on company
Type of cash flow statement
Declaration of unmodified opinion or statement on impact of audit qualification Not applicable
Whether the company has any related party?
Whether the company has entered into any Related Party transaction during the selected half year for which it wants to submit disclosure?
(I) We declare that the acceptance of fixed deposits by the bans/Non-Banking Finance Company are at the terms uniformly applicable/offered to all shareholders/public
(II) We declare that the scheduled commercial bank, as per RBI circular RBI/DBR/2015-16/19 dated March 03, 2016, has allowed additional interest of one per cent per annum, over and above the rate of interest mentioned in the schedule of interest rates on savings or a term deposits of banks staff and their exclusive associations as well as on deposits of Chairman, Chairman & Managing Director, Executive Director or such other Executives appointed for a fixed tenure.
Whether the company is a high value debt listed entity according to regulation 15 (1A)?
(a) If answer to above question is Yes, whether complying with proviso to regulation 23 (9), i.e., submitting RPT disclosures on the day of results publication?
(b) If answer to above question is No, please explain the reason for not complying.
Whether the updated Related Party Transactions (RPT) Policy (in compliance with Reg. 23 of SEBI LODR) has been uploaded on the website of the Company?
Latest Date on which RPT policy is updated
Indicate Company website link for updated RPT policy of the Company
Whether statement on deviation or variation for proceeds of public issue, rights issue, preferential issue, qualified institutions placement etc. is applicable to the company for the current quarter? Yes
No. of times funds raised during the quarter 1
Whether the disclosure for the Default on Loans and Debt Securities is applicable to the entity? No
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Financial Results Ind-AS
Particulars 3 months/ 6 months ended (dd-mm-yyyy) Year to date figures for current period ended (dd-mm-yyyy)
A Date of start of reporting period 01-Apr-2025
B Date of end of reporting period 30-Jun-2025
C Whether results are audited or unaudited Unaudited
D Nature of report standalone or consolidated Standalone
Part I Blue color marked fields are non-mandatory. For Consolidated Results, if the company has no figures for 3 months / 6 months ended, in such case zero shall be inserted in the said column.
1 Income
Revenue from operations 18428870000
Other income 36910000
Total income 18465780000
2 Expenses
(a) Cost of materials consumed 12238440000
(b) Purchases of stock-in-trade 0
(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade -288030000
(d) Employee benefit expense 1687760000
(e) Finance costs 332010000
(f) Depreciation, depletion and amortisation expense 624390000
(f) Other Expenses
1 Foreign exchange (gain)/loss (net) -17990000 -17990000
2 Consumption of Stores, Spares and Tools 204070000 204070000
3 Consumption of Packing Material 231340000 231340000
4 Water and Electricity Charges 398850000 398850000
5 Contract Labour Cost 820100000 820100000
6 Freight and Forwarding Expenses 248210000 248210000
7 Legal and Professional Fees 146540000 146540000
8 Other Expenses 660210000 660210000
Total other expenses 2691330000
Total expenses 17285900000
3 Total profit before exceptional items and tax 1179880000
4 Exceptional items 0
5 Total profit before tax 1179880000
6 Tax expense
7 Current tax 0
8 Deferred tax 313600000
9 Total tax expenses 313600000
10 Net movement in regulatory deferral account balances related to profit or loss and the related deferred tax movement 0
11 Net Profit Loss for the period from continuing operations 866280000
12 Profit (loss) from discontinued operations before tax 0
13 Tax expense of discontinued operations 0
14 Net profit (loss) from discontinued operation after tax 0
15 Share of profit (loss) of associates and joint ventures accounted for using equity method 0
16 Total profit (loss) for period 866280000
17 Other comprehensive income net of taxes -28260000
18 Total Comprehensive Income for the period 838020000
19 Total profit or loss, attributable to
Profit or loss, attributable to owners of parent
Total profit or loss, attributable to non-controlling interests
20 Total Comprehensive income for the period attributable to
Comprehensive income for the period attributable to owners of parent
Total comprehensive income for the period attributable to owners of parent non-controlling interests
21 Details of equity share capital
Paid-up equity share capital 152790000
Face value of equity share capital 1
27 Details of debt securities
22 Reserves excluding revaluation reserve
23 Earnings per share
i Earnings per equity share for continuing operations
Basic earnings (loss) per share from continuing operations 5.67
Diluted earnings (loss) per share from continuing operations 5.67
ii Earnings per equity share for discontinued operations
Basic earnings (loss) per share from discontinued operations 0
Diluted earnings (loss) per share from discontinued operations 0
ii Earnings per equity share
Basic earnings (loss) per share from continuing and discontinued operations 5.67
Diluted earnings (loss) per share from continuing and discontinued operations 5.67
24 Debt equity ratio 0.0039
25 Debt service coverage ratio 0.0227
26 Interest service coverage ratio 0.0643
27 Disclosure of notes on financial results Textual Information(1)



Disclosure of notes on financial results
Textual Information(1) 1. The above results were reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on August 07, 2025 and were subjected to review by the Statutory Auditors. n n2. The figures for the quarter ended March 31, 2025 are the derived figures between audited figures in respect of full financial year upto March 31, 2025 and the unaudited published year-to-date figures upto December 31, 2024, being the end of the third quarter of the previous financial year which were subjected to limited review. n n3. The Company has received a settlement offer from an overseas party alleging breach of agreement in respect of certain income received by the Company recognised under Revenue from operations (Rs. 209.89 million during the current quarter). 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 matter. n n4. Pursuant to provisions of Section 230-232 of the Companies Act, 2013, the Board of Directors of the Company on May 17, 2024 had approved the scheme of amalgamation of Varroc Polymers Limited ('VPL') (a wholly owned subsidiary of the Company) with Varroc Engineering Limited ('VEL') with appointed date of April 01, 2024 ('the Scheme'). National Company Law Tribunal ('NCLT') approved the above scheme vide its order dated January 10, 2025 and the merger became effective on February 01, 2025 on filing of the NCLT order with the Registrar of Companies. The merger has been accounted as business combination of entities under common control as per Appendix C to Ind AS 103 - Business Combinations. Accordingly, the comparative period for the quarter ended June 30, 2024 presented in the standalone results has been restated to include the effects of this merger. n n5. 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 US$ 66.41 mn plus legal costs while for others no quantification has been provided. The Company is evaluating the matter 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. n n6a. On November 5, 2024, the Company received a GST Order from Additional Commissioner of CGST & Central Excise for appropriation of GST dues amounting to Rs. 629 million along with equivalent penalty and applicable interest relating to inappropriate classification of certain goods supplied during the period from July 1, 2017 to September 30, 2023. The Company has paid the principal demand, however, considering merits of the case, management believes that it has grounds to successfully defend and litigate the GST Order with respect to applicable interest and penalty for the aforementioned period. The Company has initiated appellate proceedings against this GST Order, pending conclusion of which no adjustments have been made in respect of this matter in the financial results for the quarter ended June 30, 2025. n n6b. On January 03, 2025, Varroc Polymers Limited ('VPL') (wholly owned subsidiary, now merged with the Company as explained in Note 3 above) received a GST Order from Commercial Tax Officer (Divisional GST office, Karnataka) consisting of demand for GST dues amounting to Rs. 0.03 million along with interest of Rs. 302.67 million and penalty of Rs. 564.19 million relating to inappropriate classification of certain goods supplied during the period from July 1, 2017 to September 30, 2023. VPL has paid the principal demand, however, considering merits of the case, management believes that it has grounds to successfully defend and litigate the GST Order with respect to the interest and penalty for the aforementioned period. The Company has initiated appellate proceedings against this GST Order, pending conclusion of which no adjustments have been made in respect of this matter in the financial results for the quarter ended June 30, 2025. n n7. Exceptional items for the periods presented in the standalone results include following: n n7a. An amount of Rs. 83.32 million and Rs. 196.02 million for the quarter and year ended March 31, 2025 respectively, pertained to estimated expenses directly attributable to merger of VPL with the Company. n n7b. KTM AG, one of the customer of the Company, filed for insolvency and the Court admitted restructuring with self-administration in Austria. Considering these developments, the Company recognised a provision for the expected credit loss of trade receivables as exceptional item amounting to Rs. 12.10 million for the quarter and year ended March 31, 2025. n n8. Other Income for the quarter and year ended March 31, 2025 includes dividend received from a subsidiary company of Rs. 125.79 million each. n n9. During the year ended March 31, 2024, the Company issued 25,000 number of listed Non-Convertible Debentures ('NCD') of face value of Rs. 1,00,000 each aggregating to Rs. 2,500 million on a private placement basis. The NCDs are repayable in 16 equal quarterly instalments beginning from December 07, 2024. Further, NCD holders have a put option after 30 months and 42 months respectively from date of allotment, requiring the Company to redeem all the NCDs. The Company shall at all times until the Final Settlement Date maintain a minimum Security Cover of at least 1.1 x. The proceeds from the issue have been utilised for repayment of existing listed NCDs, other outstanding debt and for general corporate purposes. These NCDs are secured by exclusive charge by way of hypothecation on the specific identified movable properties of the Company. The asset cover in respect of the Non-Convertible Debentures as on June 30, 2025 is 1.72 times of the total due amount which is higher than the requirement of 1.10 times as specified in the Debenture Trust Deed.



Remarks
Debt equity ratio
Debt service coverage ratio
Interest service coverage ratio


Format for Reporting Segmenet wise Revenue, Results and Capital Employed along with the company results
Particulars 3 months/ 6 month ended (dd-mm-yyyy) Year to date figures for current period ended (dd-mm-yyyy)
Date of start of reporting period 01-Apr-2025
Date of end of reporting period 30-Jun-2025
Whether accounts are audited or unaudited Unaudited
Nature of report standalone or consolidated Standalone
1 Segment Revenue (Income)
(net sale/income from each segment should be disclosed)
Total Segment Revenue
Less: Inter segment revenue
Revenue from operations
2 Segment Result
Profit (+) / Loss (-) before tax and interest from each segment
Total Profit before tax
i. Finance cost
ii. Other Unallocable Expenditure net off Unallocable income
Profit before tax
3 (Segment Asset - Segment Liabilities)
Segment Asset
Total Segment Asset
Un-allocable Assets null null
Net Segment Asset null null
4 Segment Liabilities
Segment Liabilities
Total Segment Liabilities
Un-allocable Liabilities null null
Net Segment Liabilities null null
Disclosure of notes on segments



Other Comprehensive Income
Particulars 3 months/ 6 months ended (dd-mm-yyyy) Year to date figures for current period ended (dd-mm-yyyy)
A Date of start of reporting period 01-Apr-2025
B Date of end of reporting period 30-Jun-2025
C Whether results are audited or unaudited Unaudited
D Nature of report standalone or consolidated Standalone
Other comprehensive income [Abstract]
1 Amount of items that will not be reclassified to profit and loss
Total Amount of items that will not be reclassified to profit and loss
2 Income tax relating to items that will not be reclassified to profit or loss
3 Amount of items that will be reclassified to profit and loss
1 Deferred hedging gains on cash flow hedges -37760000 -37760000
Total Amount of items that will be reclassified to profit and loss -37760000
4 Income tax relating to items that will be reclassified to profit or loss -9500000
5 Total Other comprehensive income -28260000





Statement on Deviation or Variation for proceeds of Public Issue, Rights Issue, Preferential Issue, Qualified Institutions Placement Etc. (1)
Mode of Fund Raising Others
Description of mode of fund raising (Applicable in case of others is selected)
Date of Raising Funds 21-May-2025
Amount Raised 500000000000000
Report filed for Quarter ended 30-Jun-2025
Monitoring Agency Not Applicable
Monitoring Agency Name, if applicable
Is there a Deviation / Variation in use of funds raised No
If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the shareholders
If Yes, Date of shareholder Approval
Explanation for the Deviation / Variation NA
Comments of the Audit Committee after review NA
Comments of the auditors, if any NA
Sr. Original Object Modified Object, if any Original Allocation Modified allocation, if any Funds Utilised Amount of Deviation/Variation for the quarter according to applicable object Remarks if any
1 General & Corporate purpose NA 0 0 500000000000000 0


Signatory Details
Name of signatory Anil Ghatiya
Designation of person Company Secretary and Compliance Officer
Place Pune
Date 07-Aug-2025