Varroc Engineering Limited — Call Transcript 2025

Aug 22, 2025

Varroc Engineering Limited

Regd. & Corp. Office

L-4, MIDC, Industrial Area Tel + 91 240 6653700 Waluj, Aurangabad 431 136, Fax + 91 240 2564540 Maharashtra, India VARROC/SE/INT/2025-26/70

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email : varroc.info@varroc.com www.varroc.com CIN: L28920MH1988PLC047335 August 22, 2025

To,

The Manager- Listing The Listing Department, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051. NSE Symbol: VARROC

The Manager – Listing The Corporate Relation Department, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400 001. BSE Security Code: 541578 [Debt: 975062]

Sub: Transcript of 37[th] Annual General Meeting of Varroc Engineering Limited

Dear Sir/Madam,

Please find enclosed herewith transcript of 37[th] Annual General Meeting held on August 21, 2025 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

Digitally signed by ANIL GHATIYA Date: 2025.08.22 19:06:52 +05'30'

ANIL GHATIYA +05'30' ________ Anil Ghatiya Company Secretary Encl: a/a

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“37[th] Annual General Meeting of Varroc Engineering Limited”

August 21, 2025

Management:

Mr. Tarang Jain – Chairman & Managing Director – Varroc Engineering Limited

Mr. Vinish Kathuria – Independent Director & Chairman of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship committee – Varroc Engineering Limited

Mrs. Liselott Kilaas – Independent Director & Chairman Risk Committee – Varroc Engineering Limited

Mr. Akshaykumar Chudasama – Independent Director– Varroc Engineering Limited

Mr. Vinish Kathuria – Chairman – Varroc Engineering Limited

Mr. Arjun Jain – Chief Executive Officer, Business One – Varroc Engineering Limited

Mr. Dhruv Jain – Chief Executive Officer, Business Two – Varroc Engineering Limited

Mr. Anil Ghatiya – Company Secretary – Varroc Engineering Limited

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Anil Ghatiya:

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Dear shareholders good morning and a warm welcome to all of you and our board members at the 37[th] Annual General Meeting of Varroc Engineering Limited. In compliance with relevant circulars issued by the Ministry of Corporate affairs and SEBI, this meeting is being conducted through video conferencing without 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 for attending the meeting. Since there is no physical attendance of the shareholders, the requirement of appointing proxy is not applicable. The registers and other relevant documents mentioned in the notice required to be kept for inspection at the Annual General Meeting are open and available for inspection during the meeting, electronically 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 was not applicable and hence the proxy register for inspection is not available. The e-Voting facility is active from the commencement of the meeting and 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 question pertaining to any item on the notice, he or she may do so now through ask a question tab on the webcast window. Members are requested to keep their questions brief and specific. To avoid repetition, the answers to all the questions will be provided towards the end. 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:

Vinish Kathuria:

Thank you Anil and good Morning, I welcome you all to the 37[th] Annual General Meeting of the shareholders of the company. This meeting is being held through video conference in accordance with the circulars issued by the ministry of corporate affairs from time to time. Live proceedings of this Annual General Meeting are also being webcast on the e- Voting website of NSDL. We have the requisite quorum present through video conference to conduct the proceedings of this meeting. Participation of members through video conference is being reckoned for the purpose of quorum as per the circulars issued by 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. Mr. Vinish Kathuria.

Hi good morning and Namaskar this is Vinish Kathuria Independent Director of the company, and I am also honored to serve as a Chairman of the Audit Committee,

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Nomination and Remuneration Committee and Stakeholders Relationship committee. I am calling in from Gurgaon, Haryana, India. Thank You. Tarang Jain: Mrs. Liselott Kilass. Liselott Kilass: Thank you Chairman. I am Liselott Kilass. I am also an Independent Director of the company and I am Chairing the Risk Management Committee. I am attending the meeting from Norway. Thank you. Tarang Jain: Mr. Akshaykumar Chudasama. Akshay Chudasama: Good morning this is Akshay Chudasama. I am an Independent Director of the company and attending this Annual General Meeting from Mumbai. Thank you. Tarang Jain: Mr. Padmanabh Sinha is travelling and will not be attending the proceedings today. Mr. Arjun Jain. Arjun Jain: Hi everyone. I am the CEO for Business 1 and I am joining this meeting from Guragon, India. Tarang Jain: Mr. Dhruv Jain. Dhruv Jain: Hello everyone my name is Dhruv Jain, I am the CEO for Business 2 and I am joining this meeting from Pune. Tarang Jain: Apart from them, we have key executives and senior management joining from their respective locations. Further, Mr. Yatin and Mr. Mustafa Saleem, representatives of 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 are in good health. As the notice of the meeting is already circulated to the shareholders with your permission I take the notice convening the meeting as read. I would request our Company Secretary to read out the auditor’s report.

Anil Ghatiya: The statutory auditor’s report on standalone financial statements and consolidated financial statements are available on page numbers 218 and 333 of the annual report, respectively. The secretarial auditor report of the company and Varroc Polymers Limited, material subsidiary of the company which is now amalgamated with the company effective from February 1[st] 2025, are also annexed to the board’s report on page number 132 and 135 of the annual report respectively.

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The auditor’s report which forms part of the annual report and which has been circulated to the shareholders does not contain any qualification, reservation or adverse remark except the following on the financial statements for the year ended March 31, 2025. Now I will be reading out the said observations. The audit report on the standalone financial statements of the company does not contain any qualification. The audit report on the consolidated financial statements of the company contains the following qualification. As disclosed in note 50 to the consolidated Financial Statements, the financial results and other financial information for the year ended March 31, 2025, in respect of Varroc TYC Corporation BVI (“China JV”), a joint venture accounted for under the equity method, considered for the purpose of preparation of the consolidated Financial Statements, is unaudited. Hence, we are unable to determine the impact of Group’s share of profit/loss from China JV and of the impairment loss recognised for China JV on the consolidated profit/loss before tax, profit/loss after tax, total comprehensive income and earnings per share for the year ended March 31, 2025 and Group’s share of net assets of China JV on the investment in China JV as at March 31, 2025, had the Financial Results/ other financial information of China JV been audited.”

Management response to this particular qualification is The Group’s share of net profits of VTYC of Rs. 27.85 million (approx. 1.65% of Profit/(loss) before tax) which is included in the Group’s consolidated profits is based on management certified accounts and was not subjected to audit. Due to the ongoing arbitration as explained below, the Group was unable to get the financial and other information of VTYC audited from auditors. On December 11, 2024, the Group received an order from the International Chamber of Commerce, Singapore ('ICC') in respect of the ongoing arbitration between VarrocCorp 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 has been directed to transfer its 50% shareholding in VTYC to TYC BVI Entity for a consideration of RMB 310.50 million. Subsequent to the year end, the Group has received above consideration on May 07, 2025, and transferred its investments in China JV. Apart from the above, there are no further qualifications, reservations, or adverse remarks on the financial statements for the year ended March 31, 2025. The notes on the financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The secretarial auditor’s report of Varroc Engineering Limited which forms part of the annual report which has been circulated to the shareholders does not contain any qualification. Over to you Sir.

Tarang Jain:

Thank you, Anil. Before we take up the first item of the agenda that is adoption of financial statements, I would like to proceed with the Chairman’s Statement. Dear shareholders It gives me great pleasure to speak to you in the Annual General Meeting of your Company Varroc Engineering Limited. I hope all of you are in good health. This year has been marked by continuing the journey by the company of prudent capital

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allocation and a sustainable approach towards business in a dynamic and often a challenging global automotive landscape.

The global economy is navigating a phase of gradual recovery driven by technological innovation, shifting geopolitical dynamics, and adaptive policy measures. The global economy shows signs of a steady rebound post-pandemic disruptions, with an expected growth rate of ~3% in 2025 (IMF projections). While uncertainties remain, especially in geopolitics and supply chain resilience, the overall outlook underscores opportunities for industries aligned with technology and sustainability.

India continues its impressive growth trajectory, supported by digitalization, infrastructure development, and a burgeoning middle class. The Indian economy is showing resilience and momentum. The real GDP growth reached 7.4% in Q4 FY25 up from 6.4% in Q3 and the full year GDP growth was 6.5% for FY25. The government’s focus on ‘Make in India’ and ‘Atmanirbhar Bharat’ initiatives foster a conducive environment for manufacturing, innovation, and investments, leading to an optimistic outlook for the auto sector.

The auto industry is at the brink of a transformative era driven by trends such as electrification, connectivity, autonomous systems, and shared mobility. These mega trends are catalysing a paradigm shift, compelling stakeholders to innovate and adapt rapidly.

The increasing adoption of electronics in vehicles presents immense opportunities for auto ancillary players. From e-mobility to advanced driver-assistance systems (ADAS) to infotainment, electronics are becoming central to vehicle evolution. Our industry stands to benefit significantly by integrating cutting-edge electronic components, enhancing product offerings, and aligning with future-ready automotive solutions. We are witnessing an unprecedented surge in the adoption of electronics in the automotive sector. Usage of electronics component is expected to grow rapidly with the adoption of EVs, autonomous technologies, and software-defined vehicles and will reach more than 40% of the value chain in coming years.

Before discussing the operational performance of the Company for FY25, I would like to highlight a few other aspects which will help the Company to become more sustainable and enable value enhancement for the stakeholders :

Beyond business, we continue to focus on various ESG aspects to make the organization more sustainable. We have published our second sustainability report which can be accessed on our website. Our efforts towards giving back to society is being also recognized. The Kham River Restoration was recognized by the WRI Ross Center for Sustainable Cities, as one of the top five finalists globally for their prestigious award. The project also received globally recognized prestigious award The St Andrews Prize for Environment

Our sourcing of electricity from Renewable Energy has been increasing throughout FY25 and was around 31% for FY 25 as against 13% last year. For the month of March’25, it reached around 45%. We have also commenced phase-2 of renewable

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energy project in June’25 which will further improve this to > 50%. These initiatives will boost our ESG credentials, besides giving us savings in electricity cost.

Thirdly, we also completed the sale of our stake in the China JV and realised the net proceeds of RMB 290 million during May 2025.

Fourthly, the Company received NCLT approval for amalgamation of Varroc Polymer Ltd. with Varroc Engineering Ltd. Effective 1st April 2024.

In FY25, we filed 25 patents and were granted more than 10+ patents. Thus, the total filings made now add up to more than 120 for the Company, which will further strengthen the intellectual property of the Company and help in developing technologically advanced products at an affordable cost.

In respect to financial performance of the Company

The Company registered consolidated revenue of Rs. 81,541 million in FY2024-25 which is growth of 8.0%. The growth was supported by growth in India business of around 10.4%.

The PBT before JV and exceptional item also improved to 3.8% of the Revenue in FY2024-25 as against last year 3.6%.

The Company generated free cash flow (after interest and before growth capex in land) of Rs. 3,116 million or 3.8% of sales in FY2024- 25 and ROCE (before tax) of 20.8% Looking at the financial performance of the Company, The Board of Directors have recommended 100% of Face Value i.e. Rs. 1 as dividend for FY2024-25 subject to the shareholders approval.

The Company revenue in FY25 was impacted by de-growth in overseas operations but the good news is that we have won various business both in electronics and global 2W lighting whose SOP will start in FY27 and thus growth in overseas business will come back strongly. The endeavour remains to lower our breakeven point in overseas operations by further reducing the fixed cost in our operations and doing backward integrations.

The future of our growth is being reshaped by four powerful trends: EV penetration, premiumization, electronics, and advanced lighting. As electric vehicles gain traction, we are aligning our product portfolio to support EV-specific components. Rising consumer demand for premium features is driving higher content per vehicle, benefiting our value-added offerings. The growing integration of electronics is transforming vehicles into intelligent systems, and our capabilities are evolving to meet that shift. Meanwhile, automotive lighting is emerging as both a safety and styling differentiator. We are well-positioned to capitalize on these trends and drive sustainable, innovationled growth.

Our people are the foundation of our success. In FY 2024–25, we rolled out extensive training and upskilling programs, focusing on digital tools, lean manufacturing, and safety practices. We are proud to maintain a safe, inclusive, and growth driven work culture.

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In today’s dynamic business environment, strong corporate governance is not merely a regulatory necessity—it is a strategic imperative. At the core of our governance framework lies our commitment to transparency, accountability, and ethical conduct, which underpin the long-term sustainability and trust we build with all our stakeholders.

Our Board of Directors plays a critical role in this journey, with Independent Directors serving as vital guardians of governance and strategic oversight. Their impartial perspective, depth of experience, and ability to challenge management constructively ensure that our decisions are balanced, forward-looking, and in the best interest of shareholders and society at large. I would like to thank Mr. Marc Szulewicz, Mr. Gautam Khandelwal and Mrs. Vijaya Sampath our Independent directors who have retired few months back as their tenure ends and would like to welcome Mrs. Liselott Kilaas, Mr. Akshaykumar Chudasama and Mr. Padmanabh Sinha who have joined as independent directors for further enhancing board effectiveness.

In conclusion, the Indian auto ancillary sector stands at the cusp of a multi-decade growth opportunity. Companies that invest in innovation, scale, and global integration — like ours — will be the frontrunners in this journey. We are confident that the years ahead will reward our vision, resilience, and commitment to excellence.

As we look ahead, we remain optimistic yet prudent. With continued investments in automation, product innovation, and global partnerships, Varroc Engineering is wellpositioned to capitalize on emerging trends such as electric mobility, connected vehicles, and advanced driver-assistance systems (ADAS).

We are committed to delivering long-term value to all stakeholders—our customers, employees, partners, and you, our shareholders.On behalf of the Board, I thank you for your continued trust and support.

With this I now request Anil Ghatiya, our Company Secretary, to provide necessary instructions to the shareholders regarding e-Voting and resolutions as set forth in the notice.

Anil Ghatiya:

In compliance with the provisions of the Companies Act, 2013, the rules prescribed there under and the SEBI listing regulations, the company had provided the facility of remote e-Voting to all members. The remote e-Voting commenced on Monday, August 18, 2025 at 9:00 a.m. and concluded on Wednesday, August 20, 2025 at 5:00 p.m. In compliance with the rules on e-Voting framed under the Companies Act, 2013, the voting at the AGM is being conducted by the same e-voting system of NSDL which was used during remote e-Voting. Members who have already cast their votes by remote e-Voting are not eligible to vote again at this particular meeting. Members who have not cast their vote may please visit the e-Voting page on the NSDL website and cast their vote during the Meeting. Mrs. Uma Lodha, practicing company secretary has been appointed as the scrutinizer for the remote e-Voting including e-Voting at the Annual General Meeting. Since the Annual General Meeting is being held through video conference, there will be no proposing or seconding of the resolutions. The results of the remote e-Voting

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including the results of e-Voting at the meeting will be declared on or before August 23, 2025 that is within 48 hours of the conclusion of the Annual General Meeting and will be placed on the website of the company and on NSDL website and will also be communicated to the stock exchanges. Now, with the permission of the Chairman following resolutions as set forth in the notice are being taken up at this particular meeting. The first agenda item is adoption of the audited standalone financial statements of the company for the financial year ended March 31, 2025, and the reports of the Board of Directors and auditors thereon. Part B adoption of the audited consolidated financial statements of the company for the financial year ended March 31, 2025, and the report of the auditors thereon. Agenda item number two ddeclaration of final dividend for the financial year 2024-2025. Item number three aappointment of Mr. Tarang Jain DIN: 00027505 as a Director, liable to retire by rotation. Item number four appointment of Mr. Dhruv Jain DIN: 09710448 as a Director, liable to retire by rotation. Now we have special businesses agenda. Item number five aappointment of Mr. Akshaykumar Chudasama DIN: 00010630 as an Independent Director of the company. Item number six appointment of Mr. Padmanabh Sinha DIN: 00101379) as an Independent Director of the company.

Item number seven appointment of Mrs. Uma Lodha & Company a peer reviewed firm as secretarial auditor of the company and fixation of remuneration. Item number eight approval of the ratification of remuneration of cost auditor of the company. Item number nine issue of non-convertible debentures on private placement basis. Item number 10, approval for the re-classification of authorised share capital and consequent amendment to the capital clause in the memorandum of association of the company. Item number 11, appointment of Mr. Dhruv Jain DIN: 09710448 as Whole Time Director of the company and payment of remuneration. Item number 12, approval for transactions under Section 185 and 186 of the Companies Act, 2013. Item number 13, re-appointment of Mr. Tarang Jain DIN: 00027505 as Chairman and Managing Director of the company and payment of remuneration. Item number 14, re-appointment of Mr. Arjun Jain DIN: 07228175) as Whole Time Director of the company and payment of remuneration. Item number 15. appointment of Mr. Dhruv Jain DIN: 09710448 as Whole Time Director of the company and payment of remuneration. The text of the resolutions along with an explanatory statement is provided in the notice circulated to the shareholders. Thank you, shareholders for providing necessary questions to us. I will now request the management to answer the questions put forth by the shareholders, one by one. The first question is how we are planning to grow our business with non Bajaj customers in two wheelers side. May I request our Chairman Mr. Tarang Jain to address the particular questions.

Tarang Jain:

Yes as I think all of you know 75% of the revenue is of Varroc Engineering Limited are in the two wheeler sector and yes we have Bajaj Auto Limited as a very big customer but at the same time we supply to almost the whole industry all the two wheeler players in India presently whether they are the Indian OEMs or they are the Japanese OEMs, they are all customers with us and we have significant businesses with each of them. We are

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increasing our revenues with them year on year either through regular growth in the market and also through cost selling of our big portfolio which exists in the two wheeler space with us across our electrical, electronics, now EV and also the polymer parts and the mechanic parts. We have the confidence of our customers because we had been year on year delivering to their score cards on quality cost, delivery, and development. Some of the recent successes with some of the customers we had is that we have own the LED lighting and the electronic switch for the main EV vehicle the VIDA of Hero. We recently won the new technology, integral starter generator motors for TVS. We have won new business on seating electronic switches and headlamps with Royal Enfield and we also have now another customer for EV power trained components like the motor and motor controller with River which is an EV company where Yamaha has invested. So yes we are looking at not only cost selling of portfolio with various two wheeler customers, but our focus is also on the premiumization and the EV side, so the digital clusters, the TFT clusters, or the LED lighting, the new technologies there in and the EV products where the content is much more almost 3-4 times as that of ICE product portfolio. We have about Rs.25,000 to Rs.30,000 we will get on the EV power train as compare to the ICE power train which is around Rs.5,000 to Rs.7000.

For the Japanese OEMs, we also have a strong team in Japan to interface in the Japanese headquarters and this also helps us bring in lot of new technological products which I mentioned for the Indian market and also now for the south east Asian market. And now we also conduct regularly dedicated tech shows at the customer end quiet frequently and communicate with them, so that we are perfectly aligned to the customer needs so in short I would say that we are doing very well, our growth is very strong with the various customers other than Bajaj on the two wheeler side. Thank you.

Anil Ghatiya:

Arjun Jain:

Thank you Sir. The next question which we have received is how the company is managing the rare earth magnet issue. May I request Mr. Arjun Jain Whole Time Director and CEO Business One to take this particular question?

Thank you for the question. I think rare earth magnet is something that effects the whole world today I think not just India and Varroc. Having said that yes, we have already seen significant impact in Indian industry both in EV and also beyond EV as a result of restrictions. Having said that at Varroc, I think we rely on our strong engineering capabilities that our CMD just spoke of and also we have extensive and long term supply chain partnerships with different magnet companies around the world, so with that in place we have been able to de-risk from the restricted grades of rare earth already and I am happy to report on the bulk of programmes now I think we have started supplies with non-restricted rare earth magnets so of course I think lot of work still going forward but having said that I think yes we look to get past the situation. Further I think there is some positive engagement also between India and China where lot of these rare earth magnets come from so that should only help going forward as well.

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Anil Ghatiya: Thank you Sir. The next question which we have received is will we become debt free by end of this financial year. May I request our group Chief Financial Officer to take this particular question? Mahendra Kumar: So we ended Q1 of this year with net debt of about 448 Crores and we also have significant capex plans for rest of this year for the remaining three quarters. We have plan to invest about 150 Crores in land for our future expansion plus we also need to invest may be another 150 Crores in our regular capex. So that makes EBIT capex, may be in the remaining three quarters but having said that we will still be able to reduce our net debt level may be another 50 to 100 Crores by end of this year from the current levels of 448 Crores which we reported end of Q1 but yes we will continue this journey. Our endeavor is to become net debt free as soon as possible but I think we should be able to achieve this in FY2027 and not in FY2026. Thank you. Anil Ghatiya: Thank you Sir. The next question which we have received is the revenue from overseas business in last two years have drastically fallen will this continue or can we see growth coming back in overseas business. May I request Mr. Dhruv Jain Whole Time Director and CEO Business Two to take this particular question. Dhruv Jain: Yes it is correct and also as the Chairman mentioned in his opening statement that yes our overseas business has faced declining sales over the last few years, our two wheel lighting operation in Vietnam, here we had a major needed dependence on a customer and of course the customer sales has dropped and this has also affected us. When it comes to mainly our electronics operation here to we had main customers and in this particular case we felt that this customer withdrew business and did not honor his commitment and this of course also affected us, but I think more importantly we had strong engagements over the last 12 to 18 months with various customers and we have also had some significant new business both to the lighting operation and also may be particularly so when it comes to electronics and this well of course help us significantly, next fiscal year I would say from Q2 fiscal year 2027 is when we receive the benefits in the form of increased sales and also of course improve financial results. Anil Ghatiya: Thank you Sir. We have now tried to answer all the questions raised by the shareholders to the best extent possible. I now hand over the proceedings to the Chairman of the meeting. Tarang Jain: Thank you Anil. Now, the shareholders who have not cast their vote on the items set out in the notice of the AGM are requested to exercise their vote through e-Voting facility available on the NSDL platform which will be available for the next 15 minutes. Members who have not cast their vote yet are requested to do so. Further, I hereby authorize Mr. Anil Ghatiya, the Company Secretary to disseminate the result of the voting and place the results on the website of the company. The resolutions, are set forth

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in the notice, shall be deemed to be passed today subject to receipt of requisite number of votes. With your consent, I and other board members would like to leave the meeting. I thank you all for your participation, valuable suggestions and comments.

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