5415782026-01-012026-03-315415782026-03-315415782025-03-315415782025-04-012026-03-315415782026-01-012026-03-31in-capmkt:OtherExpenses1Member5415782026-01-012026-03-31in-capmkt:OtherExpenses2Member5415782026-01-012026-03-31in-capmkt:OtherExpenses3Member5415782026-01-012026-03-31in-capmkt:OtherExpenses4Member5415782026-01-012026-03-31in-capmkt:OtherExpenses5Member5415782026-01-012026-03-31in-capmkt:OtherExpenses6Member5415782026-01-012026-03-31in-capmkt:OtherExpenses7Member5415782026-01-012026-03-31in-capmkt:OtherExpenses8Member5415782025-04-012026-03-31in-capmkt:OtherExpenses1Member5415782025-04-012026-03-31in-capmkt:OtherExpenses2Member5415782025-04-012026-03-31in-capmkt:OtherExpenses3Member5415782025-04-012026-03-31in-capmkt:OtherExpenses4Member5415782025-04-012026-03-31in-capmkt:OtherExpenses5Member5415782025-04-012026-03-31in-capmkt:OtherExpenses6Member5415782025-04-012026-03-31in-capmkt:OtherExpenses7Member5415782025-04-012026-03-31in-capmkt:OtherExpenses8Member5415782026-03-31OtherNoncurrentFinancialAssetsDomain15415782026-03-31OtherNoncurrentAssetsDomain15415782026-03-31OtherCurrentFinancialAssetsDomain15415782026-03-31OtherCurrentAssetsDomain15415782026-03-31OtherNoncurrentFinancialLiabilitiesDomain15415782026-03-31OtherCurrentFinancialLiabilitiesDomain15415782026-03-31OtherCurrentLiabilitiesDomain15415782026-01-012026-03-31in-capmkt:ReportableSegments1Member5415782026-01-012026-03-31in-capmkt:ReportableSegments2Member5415782025-04-012026-03-31in-capmkt:ReportableSegments1Member5415782025-04-012026-03-31in-capmkt:ReportableSegments2Member5415782026-01-012026-03-31in-capmkt:ReportableSegments1Member5415782026-01-012026-03-31in-capmkt:ReportableSegments2Member5415782025-04-012026-03-31in-capmkt:ReportableSegments1Member5415782025-04-012026-03-31in-capmkt:ReportableSegments2Member5415782026-01-012026-03-31in-capmkt:ReportableSegments1Member5415782026-03-31in-capmkt:ReportableSegments1Member5415782026-01-012026-03-31in-capmkt:ReportableSegments2Member5415782026-03-31in-capmkt:ReportableSegments2Member5415782026-01-012026-03-31in-capmkt:ReportableSegments1Member5415782026-03-31in-capmkt:ReportableSegments1Member5415782026-01-012026-03-31in-capmkt:ReportableSegments2Member5415782026-03-31in-capmkt:ReportableSegments2Member5415782026-01-012026-03-31ItemsThatWillNotBeReclassifiedToProfitAndLoss15415782025-04-012026-03-31ItemsThatWillNotBeReclassifiedToProfitAndLoss15415782026-01-012026-03-31ItemsThatWillBeReclassifiedToProfitAndLoss15415782026-01-012026-03-31ItemsThatWillBeReclassifiedToProfitAndLoss25415782025-04-012026-03-31ItemsThatWillBeReclassifiedToProfitAndLoss15415782025-04-012026-03-31ItemsThatWillBeReclassifiedToProfitAndLoss25415782026-01-012026-03-31AuditorDomain15415782026-01-012026-03-31in-capmkt:AuditedMember5415782026-03-31in-capmkt:AuditedMember5415782026-01-012026-03-31in-capmkt:AdjustedMember5415782026-03-31in-capmkt:AdjustedMember5415782026-01-012026-03-31AuditQualification1iso4217:INRxbrli:pureiso4217:INRxbrli:shares541578VARROCNOTLISTEDINE665L01035VARROC ENGINEERING LIMITEDMain BoardEquity2025-04-012026-03-312026-05-272026-05-18INRMillionsQuarterlyFourth quarterMulti segment2026-05-2713:25:002026-05-2715:35:00trueCash Flow IndirectStatement on impact of audit qualification2026-01-012026-03-31AuditedConsolidated236808400005533000023736170000156555900000-451720000236969000034886000085649000038837100002266262000010735500000107355000048360000334780000383140000069041000000014120000704530000204870000909400000693150000113800008970810001232000015279000014.544.54004.544.540.00410.03240.06571. The above results were reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on May 27, 2026 and were subjected to audit by the Statutory Auditors. <BR> <BR> 2. The figures for the quarter ended March 31, 2026 and March 31, 2025 are the derived figures between the audited figures in respect of full financial year and the unaudited published year-to-date figures upto the third quarter of the respective financial year which were subjected to limited review. <BR> <BR> 3. The Group 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 recognized during the quarter ended June 30, 2025 and Rs. 231.82 million recognized during the previous year ended March 31, 2025 by the Group under ‘Revenue from operations’, as received from Chongqing Varroc TYC Auto Lamps Co., Ltd. (erstwhile joint venture). Subsequently, the Group received 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 against which the Company has filed Statement of defence in March 2026. The Group believes that it has a strong case and will take appropriate actions as necessary to protect its interests. The auditors in their audit report have included a qualification in respect of this matter. <BR> <BR> 4. On July 7, 2025, the Group received an intimation from ICC International Court of Arbitration 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 million plus legal costs while for others no quantification has been provided. The Group 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 Group 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. <BR> <BR> 5. The Group had received following GST orders in relation to inappropriate classification of certain goods supplied during the period from July 1, 2017 to September 30, 2023: <BR> a) Order dated November 5, 2024 from Additional Commissioner of CGST & Central Excise for appropriation of GST dues amounting to Rs. 629 million along with equivalent penalty and applicable interest; <BR> b) Order dated January 03, 2025 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. <BR> The Group had paid the principal demand and had filed appeals against the above orders which have been partly allowed resulting in reduction of total demand to Rs. 284 million. The Group intends to pursue further appellate remedies in respect of the interest and penalty components. Based on legal advice and assessment of the merits of the cases, management believes that it has adequate grounds to successfully defend the matters. Pending conclusion of the proceedings, no adjustments have been made in the financial results for the quarter and year ended March 31, 2026. <BR> <BR> 6. Exceptional items for the periods presented in the consolidated financial results include the following: <BR> <BR> 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 Group 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 Group has presented such incremental impact under "Exceptional Items" in the financial results for the quarter ended December 31, 2025 and year ended March 31, 2026. The incremental impact on provisions for employee benefits expenses of Rs. 225.49 million (gross of tax) towards gratuity and compensated absences primarily arises due to change in wage definition. The Group 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. <BR> <BR> b) The Group announced a Voluntary Separation Scheme (‘VSS’) for all eligible permanent workmen at specific plants of the Group. In this regard, the Group accepted separation of 411 employees and the separation cost of Rs. 799.49 million (gross of tax) associated with the VSS has been recognised as an exceptional item during the quarter ended December 31, 2025 and year ended March 31, 2026. <BR> <BR> c) Estimated expenses directly attributable to the merger of Varroc Polymers Limited (‘VPL’) with the Varroc Engineering Limited ('VEL'), the Holding company, amounting to Rs. 83.32 million and Rs. 196.02 million for quarter and year ended March 31, 2025, respectively. Further, exceptional item also includes write back of excess accrual of aforesaid expenses of Rs. 10.00 million for the quarter ended December 31, 2025 and year ended March 31, 2026. <BR> <BR> d) Net loss of Rs. 33.83 million for the quarter ended December 31, 2025 and year ended March 31, 2026 pertaining to liquidation of a step-down subsidiary, Varroc Lighting Systems, Bulgaria, EOOD. <BR> <BR> e) On December 11, 2024, the Group received an order from ICC International Court of Arbitration ('ICC') in respect of the ongoing arbitration between Varroc Corp Holding B.V. ('VCHBV') jointly with Varroc Engineering Limited and Beste Motor Co. Ltd. ('TYC BVI Entity') jointly with TYC Brother Industrial Co. Ltd ('TYC Group') and Varroc TYC Corporation ('VTYC' or 'China JV'), wherein VCHBV was directed to transfer its 50% shareholding in VTYC to TYC BVI Entity for a consideration of RMB 310.50 million. <BR> Accordingly, the Group assessed that its investment in VTYC (a joint venture accounted for under the equity method) satisfies the criteria prescribed under Ind AS 105 'Non-Current Assets Held for Sale and Discontinued Operations' for classification as 'Assets held for sale' and had written down this investment to Rs. 3,395.15 million which was its fair value less costs to sell. The resulting estimated impairment loss of Rs. 10.34 million and Rs. 806.82 million for the quarter and year ended March 31, 2025 , respectively, was disclosed as an Exceptional item in the financial results. <BR> The Group received above consideration on May 07, 2025 and transferred its investments in China JV. On account of such disposal, the cumulative exchange gains pertaining to China JV of Rs. 611.94 million, which had been recognised in Other Comprehensive Income and accumulated in foreign currency translation reserve during the previous periods, have been reclassified to the Statement of Profit or Loss. This has been disclosed as an exceptional item and reduced from Other Comprehensive Income for the year ended March 31, 2026. <BR> f) On April 21, 2025, the Group received final order from ICC in respect of the above arbitration wherein the Group was directed to pay to TYC Group legal costs pertaining to the arbitration incurred by TYC Group amounting to Rs. 439.91 million. The group recognised a provision for this cost as at March 31, 2025 and the same was disclosed as an Exceptional item in the financial results for the quarter and year ended March 31, 2025. <BR> <BR> g) KTM AG group, one of the customers of the Group, filed for insolvency and the Court admitted restructuring with self-administration in Austria. Considering these developments, the Group recognised a provision for expected credit loss of trade receivables of KTM AG Group amounting to Rs. 30.62 million in the quarter and year ended March 31, 2025. <BR> <BR> 7. 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 were originally repayable in 16 equal quarterly instalments beginning from December 07, 2024. During the current quarter, the Company exercised its call option available under the debenture trust deed on February 13, 2025 and repaid the NCDs in full on March 07, 2026. <BR> <BR> 8. The 'Automotive' segment consists of the business of automobile products consisting of auto parts for two-wheelers, three-wheelers and four-wheelers and related design, development and engineering activities and other services. 'Others' comprise of forging components for off road vehicles and components for mining and oil drilling industry which is below the thresholds for reporting as separate operating segment. Investment in joint ventures and corresponding share of profit/loss from joint ventures is considered under unallocated assets and profit/loss respectively.2025-04-012026-03-31AuditedConsolidated8890493000017546000089080390000576068600000-59057000096312100001342190000331711000013959400000852662000003814190000-436870000337732000015484000096139000011162300000226109000000037240000229833000056950000235528000022503100004802000023055100004977000015279000011765057000014.7314.730014.7314.730.00410.02780.0634Foreign exchange (gain)/loss (net)81110000Consumption of Stores, Spares and Tools289170000Consumption of Packing Material258120000Water and Electricity Charges551960000Contract Labour Cost773820000Freight and Forwarding Expenses316270000Legal and Professional Fees239570000Other Expenses1373690000Foreign exchange (gain)/loss (net)65550000Consumption of Stores, Spares and Tools1054920000Consumption of Packing Material1027030000Water and Electricity Charges2148550000Contract Labour Cost2874540000Freight and Forwarding Expenses1238190000Legal and Professional Fees891660000Other Expenses465896000021399250000951600000048932000043496000055551000001986300006862000000242770000311390000678600001165970000255744900009331110000616370000734536000012498500005585200001500002179000009988150000385317000023172430000004874692000015279000017650570000178033600003784900001818185000020845600000001538010000362257000022161000022350000022552000042932000005292390000250460000012715060000152196600003602690000241147400001602450000445080000435700006603000026271870000003056507000048746920000Other non-current financial assets242770000Other non-current assets1165970000Other current financial assets217900000Other current assets3853170000Other non-current financial liabilities1538010000Other current financial liabilities3602690000Other current liabilities1602450000(i) Automotive (refer note 3)22961030000(ii) Others719810000(i) Automotive (refer note 3)86487520000(ii) Others24174100002368084000088904930000002368084000088904930000(i) Automotive (refer note 3)1411070000(ii) Others-14920000(i) Automotive (refer note 3)4276420000(ii) Others-276920000139615000039995000003488600001342190000-40380000-75725000010876700003414560000(i) Automotive (refer note 3)44070020000(ii) Others248548000046555500000219142000048746920000(i) Automotive (refer note 3)22252170000(ii) Others632640000228848100007680260000305650700001333090000-1790670000-3297800000-674320000000010597200000-1273000003317110000000008858000030000108070000000-12390000-622530000002247980000562530000000025728000005368020000000034066400000001864200003974920000-21100000034000000071163000000000000000105800001056100000-41170000-12298100000000000023405800004613980000453620000152790000117504000000-4054850000833600005172000013508000011147700001249850000Remeasurement of defined benefit obligation (net of tax)1894000018940000Remeasurement of defined benefit obligation (net of tax)427400004274000000Exchange differences in translating the financial statements of foreign operations (refer note 6e)170460000Net movement on effective portion of Cash Flow Hedges (net of tax)15470000185930000Exchange differences in translating the financial statements of foreign operations (refer note 6e)14210000Net movement on effective portion of Cash Flow Hedges (net of tax)0142100000020487000056950000AuditedQualified opinionS R B C & CO LLPtrue2029-02-288908039000008526620000002298330000014.730487469200000305650700000181818500000Following qualification has been given by the Auditors in the audit report on Consolidated financial statements of the Company: <br></br> <br></br> The Group 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 certain income amounting to Rs. 209.89 million recognized during the year ended March 31, 2026 and Rs. 231.82 million recognized during the previous year ended March 31, 2025 by the Group under 'Revenue from operations', as received from Chongqing Varroc TYC Auto Lamps Co., Ltd. (erstwhile joint venture). Subsequently, the Group also received a 'Statement of Claim' under the arbitration proceedings with TYC Parties on the aforesaid matter and on certain additional claims/ breaches under the aforesaid TMA against which the Company has filed Statement of defence in March 2026. <br></br> <br></br> 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 the books and consequential impact, including of the additional claims/breaches, if any, on the profit before tax, tax expense, profit after tax, total comprehensive income and earnings per share for the year ended March 31, 2026 and retained earnings as at March 31, 2026. <br></br> Qualified opinionWhether appeared first timenot applicablenot applicableThe Group has strong belief that the income recognized in the books have been received based on valid agreement(s) entered into between the parties and necessary services have been availed by overseas entities. <br></br> <br></br> The Group believes that it has a strong case and will take appropriate actions, including filing of counter claims, as necessary to protect its interests. <br></br> Pending disposal of the arbitration proceedings, the Group is unable to determine the possible impact of this matter. <br></br> As explained to us by the management, the Group is contesting all the claims by TYC Parties under the arbitration proceedings. Pending disposal of such arbitration proceedings, the Group is unable to determine the possible impact of the matter on the profit before tax, tax expense, profit after tax, total comprehensive income and earnings per share for the year ended March 31, 2026 and retained earnings as at March 31, 2026.Mr. Tarang JainMr. K Mahendra KumarMr. Vinish KathuriaMr. Mustafa SaleemPune2026-05-27