Varroc Engineering Limited

Regd. & Corp. Office

L-4, ~IDC, Industrial Area I Tel +91 240 6653600 Walu1, Auranqabad 431 136 Fax +111 J'10 J56'15'10 Maharashtra, India .

email: [email protected] www v;irrnrorn11r rnm CIN: L28920MH 1988PLC047335 vcrroc

(2) The Manager - Listing

August 09, 2019

VARROC/SE/INT /2019-20/37

To,

(1) 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-400051

NSE Symbol: VARROC

The Corporate Relation Department, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001

BSE Security Code: 541578 Security ID: VARROC

Dear Sir/Madam,

Sub: Outcome of the Board Meeting.

Ref: Regulation 30 (read with Part A of Schedule Ill} and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015 ("Listing Regulations"}.

This is to inform you that the Board of Directors of the Company, at its meeting held today i.e. August 09, 2019, which commenced at 2:30 p.m. and concluded at 4:20 p.m. has transacted following items:

Considered and approved execution of Share Purchase Agreement for initial acquisition of 74% equity stake, on a fully diluted basis in the Pune-based CarlQ Technologies Private Limited (CIN: U74900PN2013PTC145967) ("CarlQ").

Consequent to the said acquisition, CarlQ will become subsidiary of the Company.

1. Considered and approved Limited Review Report on Standalone and Consolidated Unaudited Financial Results, for the quarter ended on June 30, 2019.
1. Considered and approved Standalone and Consolidated Unaudited Financial Results, for the quarter ended on June 30, 2019.

The Financial Results will be uploaded on the Company's website www.varrocgroup.com and will be published in the Business Standard (English) and Loksatta (Marathi) newspapers.

Kindly take the same on record and note the compliance.

Thanking you,

Yours faithfully, For Varroc Engineering Limited

~ <----........_

Rakesh Darji . Company Secretary & Compliance Officer

Ground Floor Panchshif Tech Park, Yerwada Chlear Don Bosco School) Pune · 411 006, India Tel: +91 20 6603 6000

Independent Auditor's Review Report on the Quarterly Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Varroe Engineering Limited

1. We have reviewed the accompanying statement of unaudited standalone financial results of Varroe Engineering Limited (the 'Company') for the quarter ended June 30, 2019 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Regulation') as amended, read with SEBI Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 ('the Circular').
$\overline{2}$ . The preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, read with the Circular is the responsibility of the Company's management and has been approved by the Board of Directors of the Company. Our responsibility is to express a conclusion on the Statement based on our review.
$\overline{3}$ . We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
$4.$ Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of the Regulation, read with the Circular, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Place: Aurangabad Date: August 9, 2019

Varroc Engineering Limited Regis.tered and Corporate Office: l·4, MIDC Area, Waluj, Aurangabad 431136, Maharashtra CIN: l28920MH1988PLC047335 v~rroc: Tel: +91 240 6653 700/6653 699, Fax: +91 240 2564 540 E-mail: [email protected]

					Rs 'Million
		Quarter ended			Year ended
Sr. Nn.	P;irtinil;irs	Juno iO, JOl 0	Moroh 31, Wl!J	JuncJ0,£010	Morch Jl, ~010
		Unaudited	Audited(nr, 11uL~ 3)	Unaudilied	Audiletl

I	Rf'llPnllP frnm !'ll'!Ar'lt1nnr	G1'1G011iO	J'i,11r,.\Ci	(i,19~ 04	i!l,r!ll.!l!l
2	Other income	72.40	;l'!,;lQ	m.7.7	514.84
3	Total Income (1 + 2)	6,332.90	6,232.36	6,323.31	26,246.37

.ii	t1.µu1JLJ(a) Cost of materials consumed	3,828.11	4,096.60	4,025.96	16,993.69
	(b) Changes in stock of finished goods and work-in-progress
		229.38	(22.27)	(30.45)	(244.52)
	( c) Employee benefits expense	587.29	570.77	533.93	2,196.13
	(d) Finance costs	111.57	94.47	100.41	392.01
	(e) Depreciation and amortisation expense	309.07	286.46	260.11	1,075.19
	(f) Other expenses	1,003.96	1,054.53	1,044.07	4,095.13
	Totalexpenses(4)				24,507.63
		6,069.38	6,080.56	5,934.03
5	Profit before tax (3- 4)	263.52	151.80	389.28	1,738.74
	Tax expense
6
	Current tax	57.27	46.01	93.87	387.60
	Short/( excess) provision for tax relating to prior periods	-		(3.12)	(5.68)
	Deferred tax	18.71	22.89	40.26	161.42
	Total tax expense	75.98	68.90	131.01	543.34
7	Profit for the period (5-6)	187.54	82.90	258.27	1,195.40
8	Other comprehensive income

	Items that will be reclassified to profit or loss in subsequent
	periods (net of tax)
	Deferred hedging gains/( losses) on cash flow hedges (net of tax)	1.09	(3.74)	(8.31)	29.81

	Items that will not be reclassified to profit or loss in
	subsequent periods (net of tax)
	Remeasurement of defined benefit obligation (net of tax)		[1.00)		(11.81)

	Other comprehensive income	1.09	(4.74)	(8.31)	18.00

9	Total comprehensive income for the period (7+8)	188.63	78.16	249.96	1,213.40


10	Paid-up equity share capital	134.81	134.81	134.81	134.81
	(Face value of the share in Re.1/- each)
					11,152.84
11	Reserves excluding revaluation reserves as per balance sheet of
	previous accounting year
12	Earnings per share (of Re 1/- each) (not annualised):
	Basic & diluted	1.39	0.61	1.92	8.87

Statement of unaudited standalone financial results for the quarter ended June 30, 2019

Varroc Engineering Limited Registered and Corporate Office: L-4, MIDC Area, Waluj, Aurangabad 431136, Maharashtra CIN: L28920MH1988PLC047335 Tel: +91240 6653 700/6653 699, Fax: +91 240 2564 540 E-mail: [email protected]

Notes to the Unaudited Standalone Financial Results:

1. The above results were reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on August 09, 2019 and were subjected to limited review by the Statutory Auditors.
1. Effective April 1, 2019, the Company has adopted Ind AS 116 "Leases" using the modified retrospective method without adjusting the comparatives and the cumulative impact has been adjusted to retained earning on the dat~ of initial application i.e. April 1, 2019. Had the Company continued to apply the previous accounting standard on leases, the depreciation and finance costs would have been lower by Rs.12.43 million and Rs.4.13 million respectively, the other expenses would have been higher by Rs. 15.33 million and the profit before tax would have been higher by Rs.1.21 million for the quarter ended June 30, 2019.
1. The figures for the quarter ended March 31, 2019 are the balancing figures between audited figures in respect of full financial year upto March 31, 2019 and the unaudited published year-to-date figures upto December 31, 2018, being the date of the third quarter of the fi.nancial year, which were subjected to limited review.

Place: Aurangabad Date: 09/08/2019

For and on behalf of Board of Dire tors Van;gc Engineering Limited \ Tarang Jain Managing Director

$SRRCCACOIPP$ Chartered Accountants

Ground Floor Panchshil Tech Park, Yerwada (Near Don Bosco School) Pune - 411 006, India Tel: +91 20 6603 6000

Independent Auditor's Review Report on the Quarterly Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

Review Report to The Board of Directors Varroc Engineering Limited

1. We have reviewed the accompanying Statement of unaudited Consolidated Financial Results of Varroc Engineering Limited ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as 'the Group'), and its share of the net loss after tax and total comprehensive income of its joint ventures for the quarter ended June 30, 2019 (the "Statement") attached herewith, being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ('the Regulation'), read with SEBI Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019 ('the Circular').
1. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India read with the Circular. Our responsibility is to express a conclusion on the Statement based on our review.
1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the Circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, to the extent applicable.

The Statement includes the results of the following entities:

List of Subsidiaries:

Varroc Polymers Private Limited; Durovalves India Private Limited; Team Concepts Private Limited; Varroc Lighting Systems (India) Private Limited; Varroc European Holding B.V.; Aries Mentor Holding B.V.; VarrocCorp Holding B.V.; Varroc Japan Co. Ltd.; IMES, Italy; Varroc Lighting Systems Italy, S.p.A.; Varroc Lighting Systems Romania S.A..; Varroc Lighting Systems Vietnam Co. Ltd.; TRI.O.M. S.A.de.C.V, Mexico; Varroc Lighting Systems SRO CZ; Varroc Lighting Systems, INC; Varroc Lighting Systems, GmBH; Varroc Lighting Systems, S.de.R.L.de.C.V.; Varroc Lighting Systems SA, Morocco; Varroc do Brasil Industria E Comercio LTDA; Varroc Lighting Systems, S.p.z.o.o.; Varroc Lighting Systems Endüstriyel Ürünler İmalat ve Ticaret Anonim Şirketi; Varroc Lighting Systems Bulgaria Eood.

C llur~ere<.l Accountants

JLilst of .JJonint Velll¢urcs;

Nuova CTS, Sri, Italy; Varroc Elba Electrnnics SRL, Ru1mutia; Varroc TYC Corporation BVI; Varroc Dell'Ot·to Private Limited

1. Based on our review conducted and procedures pcJ'f'onned as !llaletl in purn.gruph 3 above and based on the consideration of the review reports of other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standard specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Regulation, read with the Circular, including the manner in which it is to be disclosed, or that it contains any rnateria I misstatement.
1. We did not review the interim financial results of 8 subsidiaries, included in the consolidated · unaudited financial results, whose interim financial results reflect total revenues of Rs. 17,316.42 mil I ion, total net profit after tax of Rs. 262.67 million and total comprehensive income of Rs. 325, 73 mil lion, for the quarter ended June 30, 2019, as considered in the consolidated unaudited financia I results. The consolidated unaudited financial results also include the Group's share of net loss after tax of Rs. 0.95 million and total comprehensive income of Rs. 0.95 million for the quarter ended June 30, 2019, as considered in the consolidated unaudited financial results, in respect of 1 joint venture, whose interim financial results have not been reviewed by us. These interim financia I results have been reviewed by other. auditors, whose repo1is have been furnished to us by the management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures in respect of these subsidiaries and joint venture is based solely on the repo1i of the other auditors and procedures pc1formed by us as stated in paragraph 3 above. Our conclusion on the Statement is not modified in respect of the above matter.
1. Ce1iain of these subsidiaries/joint venture are located outside India whose financial results and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been reviewed by other auditors under generally accepted auditing standards applicable in their respective countries. The Parent's management has converted the financial results of such subsidiaries/joint ventures located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Parent's management. Our conclusion in so far as it relates to the balances and affairs of such subsidiaries/joint venture located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Parent and reviewed by us.

SR BC & CO LLP

Cl1m·tered Account1m~s

The accompanying unaudited consolidated financial results includes unaudited interim financial results and other unaudited financial information in respect of 9 subsidiaries, which have 110t beeu reviewed/audited by their auditors, whose interim financial results reflect total revenues of Rs. 507 .16 mi II ion, total net loss after tax of Rs. 3 7 .05 mi II ion and total comprehensive income of Rs. 37.05 million, for the quarter ended June 30, 2019, as considered in the unaudited consolidated financial results. The unaudited consolidated financial results also include the G1'oup's share of net loss after tax of Rs. 0.51 111illion and total comprehensive income of Rs. 0.51 million, for the quarter ended June 30, 20 i 9, as considered in the unaudited consolidated financial results, in respect of 3 joint ventures, based on their interim financial results which have not been reviewed/audited b:Y their/any auditors. These unaudited financial resp Its and other unaudited financial information have been approved and furnished to us by the management. Our conclusion, in so far as it relates to the affairs of these subsidial'ies and joint ventures, is based solely on such unaudited financ ial results and other unaudited financial information. According to the information and explanations given to us by the Management, these interim financial results are not material to the Group. Our co1iclusicin on the Statement is not modified in respect of the above matter.

per Pau ParH1er Membership No.: l 05754

UDIN: 19105754AAAACE4585

Place.: Aurangabad Date: August 9, 2019