Integrated Filing — IndAS



General information about company

Scrip Code 541578
NSE Symbol VARROC
MSEI Symbol NOTLISTED
ISIN INE665L01035
Name of company VARROC ENGINEERING LIMITED
Type of company Main Board
Class of security Equity
Date of start of financial year 01-04-2025
Date of end of financial year 31-03-2026
Date of board meeting when results were approved 05-02-2026
Date on which prior intimation of the meeting for considering financial results was informed to the exchange 19-01-2026
Description of presentation currency INR
Level of rounding used in financial results Lakhs
Reporting Type Quarterly
Reporting Quarter Third 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 Unaudited
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 05-02-2026   12:30:00
End date and time of board meeting 05-02-2026   14:40:00
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 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? No
No. of times funds raised during the quarter
Whether the disclosure for the Default on Loans and Debt Securities is applicable to the entity? No
No default in loans and debt securities.



Financial Results Ind-AS

Amount in (Lakhs)

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 01-10-2025 01-04-2025
B Date of end of reporting period 31-12-2025 31-12-2025
C Whether results are audited or unaudited Unaudited Unaudited
D Nature of report standalone or consolidated Standalone Standalone
1 Income
Revenue from operations 2,11,515.90 5,99,590.20
Other income 298.70 935.70
Total income 2,11,814.60 6,00,525.90
2 Expenses
(a) Cost of materials consumed 1,38,477.00 3,98,493.70
(b) Purchases of stock-in-trade 0.00 0.00
(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade 2,485.90 (3,312.70)
(d) Employee benefit expense 17,217.10 51,893.40
(e) Finance costs 2,769.50 9,068.80
(f) Depreciation, depletion and amortisation expense 6,608.50 19,318.30
(f) Other Expenses
1 Foreign exchange (gain)/loss (net) 356.10 240.80
2 Consumption of Stores, Spares and Tools 2,192.70 6,322.90
3 Consumption of Packing Material 2,693.60 7,672.40
4 Water and Electricity Charges 4,275.60 12,838.40
5 Contract Labour Cost 9,067.80 25,829.40
6 Freight and Forwarding Expenses 3,068.70 8,293.10
7 Legal and Professional Fees 1,415.30 4,278.20
8 Other Expenses 8,368.00 25,707.20
Total other expenses 31,437.80 91,182.40
Total expenses 1,98,995.80 5,66,643.90
3 Total profit before exceptional items and tax 12,818.80 33,882.00
4 Exceptional items (8,713.70) (8,713.70)
5 Total profit before tax 4,105.10 25,168.30
6 Tax expense
7 Current tax 11.20 11.20
8 Deferred tax 885.00 6,520.00
9 Total tax expenses 896.20 6,531.20
10 Net movement in regulatory deferral account balances related to profit or loss and the related deferred tax movement 0.00 0.00
11 Net Profit Loss for the period from continuing operations 3,208.90 18,637.10
12 Profit (loss) from discontinued operations before tax 0.00 0.00
13 Tax expense of discontinued operations 0.00 0.00
14 Net profit (loss) from discontinued operation after tax 0.00 0.00
15 Share of profit (loss) of associates and joint ventures accounted for using equity method 0.00 0.00
16 Total profit (loss) for period 3,208.90 18,637.10
17 Other comprehensive income net of taxes 546.00 53.40
18 Total Comprehensive Income for the period 3,754.90 18,690.50
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 1,527.90 1,527.90
Face value of equity share capital 1 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 2.1 12.2
Diluted earnings (loss) per share from continuing operations 2.1 12.2
ii Earnings per equity share for discontinued operations
Basic earnings (loss) per share from discontinued operations 0 0
Diluted earnings (loss) per share from discontinued operations 0 0
ii Earnings per equity share
Basic earnings (loss) per share from continuing and discontinued operations 2.1 12.2
Diluted earnings (loss) per share from continuing and discontinued operations 2.1 12.2
24 Debt equity ratio 0.3200 0.3200
25 Debt service coverage ratio 3.5500 2.8200
26 Interest service coverage ratio 8.0100 6.8700
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 February 05, 2026 and were subjected to review by the Statutory Auditors. 2. The Company had received a settlement offer during the quarter ended June 30, 2025 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 certain income amounting to Rs. 209.89 million recognised by the Company under ‘Revenue from operations’ during the quarter ended June 30, 2025, as received from Chongqing Varroc TYC Auto Lamps Co., Ltd. (erstwhile joint venture). In the current quarter, the Company received a ‘Statement of Claim’ under the arbitration proceedings originally initiated by TYC Parties in August 2022, on the aforesaid matter and on certain additional claims/breaches under the aforesaid TMA, which are to be quantified. The Company believes that it has a strong case and will take appropriate actions, including filing of counter claims, as necessary to protect its interests. The auditors in their review report have included a qualification in respect of this matter. 3.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. 4. a) 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 and nine months ended December 31, 2025. b) On January 03, 2025, the Company had 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. The Company had filed an appeal against the above order which has been disposed off partly in favour of the Company. Considering merits of the case, management believes that it has grounds to successfully defend and litigate the Appellate Order with respect to the interest and penalty. The Company will appeal against the aforesaid Order, pending conclusion of which no adjustments have been made in respect of this matter in the financial results for the quarter and nine months ended December 31, 2025. 5. Exceptional items for the periods presented in the standalone results include following: a. On November 21, 2025, the Government of India notified the four Labour Codes– the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 consolidating 29 existing labour laws. The Company has assessed and disclosed the incremental impact of these changes on the basis of the best information available and guidance provided by the Institute of Chartered Accountants of India. Considering the materiality and regulatory-driven, non-recurring nature of this impact, the Company has presented such incremental impact under Exceptional Items in the financial results for the quarter and nine month period ended December 31, 2025. The incremental impact on provisions for employee benefits expenses of Rs. 217.93 Million towards gratuity and compensated absences primarily arises due to change in wage definition. The Company continues to monitor the finalisation of Central/State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect as and when such clarifications are issued/rules are notified.



Remarks

Debt equity ratio
Debt service coverage ratio
Interest service coverage ratio


Format for Reporting Segment wise Revenue, Results and Capital Employed along with the company results

Amount in (Lakhs)

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 01-10-2025 01-04-2025
Date of end of reporting period 31-12-2025 31-12-2025
Whether results are audited or unaudited Unaudited Unaudited
Nature of report standalone or consolidated Standalone 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

Amount in (Lakhs)

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 01-10-2025 01-04-2025
B Date of end of reporting period 31-12-2025 31-12-2025
C Whether results are audited or unaudited Unaudited Unaudited
D Nature of report standalone or consolidated Standalone Standalone
Other comprehensive income [Abstract]
1 Amount of items that will not be reclassified to profit and loss
1 Remeasurement of defined benefit obligation 278.10 278.10
Total Amount of items that will not be reclassified to profit and loss 278.10 278.10
2 Income tax relating to items that will not be reclassified to profit or loss 70.00 70.00
3 Amount of items that will be reclassified to profit and loss
1 Net movement on Effective portion of Cash Flow Hedges 451.50 (206.70)
Total Amount of items that will be reclassified to profit and loss 451.50 (206.70)
4 Income tax relating to items that will be reclassified to profit or loss 113.60 (52.00)
5 Total Other comprehensive income 546.00 53.40