Event Details

The 38th Annual General Meeting of Varroc Engineering Limited was convened on Thursday, August 20, 2026, at 11:00 a.m. through Video Conference/Other Audio-Visual Means without physical presence of members.

The meeting was presided over by Mr. Tarang Jain, Chairman and Managing Director. Other directors present included Mr. Arjun Jain (Whole Time Director), Mr. Dhruv Jain (Whole Time Director), Mr. Avinash Ramdas Chintawar (Whole Time Director), Mr. Vinish Kathuria (Independent Director & Chairman of Audit Committee), Mr. Akshaykumar Narendrasinhji Chudasama (Independent Director & Chairman of Nomination and Remuneration Committee), along with Key Managerial Personnel Mr. K. Mahendrakumar (Group CFO) and Mr. Anil Ghatiya (Company Secretary & Compliance Officer).

71 members attended the meeting through video conferencing. The meeting achieved quorum and all eight resolutions set out in the AGM notice were passed with overwhelming majority.

Voting Process Details

The company provided remote e-voting facilities through NSDL from August 17, 2026 (9:00 a.m.) to August 19, 2026 (5:00 p.m.). Members who attended the AGM and had not cast votes through remote e-voting were provided opportunity to vote electronically during the meeting.

Cut-off date for determining voting rights: Thursday, August 13, 2026

Mrs. Uma Lodha, Practicing Company Secretary, was appointed as Scrutinizer for the voting process.

Resolutions Passed

Ordinary Business:

1. Adoption of Audited Standalone Financial Statements for FY 2025-26 and reports of Board of Directors and Auditors

  • Votes in favor: 118,276,813 (86.97%)
  • Votes against: 17,715,545 (13.03%)
  • Result: Passed

2. Adoption of Audited Consolidated Financial Statements for FY 2025-26 and report of Auditors

  • Votes in favor: 119,355,988 (87.75%)
  • Votes against: 16,656,976 (12.25%)
  • Result: Passed

3. Declaration of Final Dividend for Financial Year 2025-26

  • Votes in favor: 135,951,494 (99.95%)
  • Votes against: 61,470 (0.05%)
  • Result: Passed

4. Appointment of Mr. Arjun Jain (DIN: 07228175) as Director liable to retire by rotation

  • Votes in favor: 135,841,955 (99.87%)
  • Votes against: 171,009 (0.13%)
  • Result: Passed

5. Appointment of Mr. Dhruv Jain (DIN: 09710448) as Director liable to retire by rotation

  • Votes in favor: 135,721,040 (99.79%)
  • Votes against: 291,924 (0.21%)
  • Result: Passed

Special Business:

6. Approval for Increase in Overall Borrowing Limit under Section 180(1)(c) of Companies Act, 2013

  • Votes in favor: 135,829,117 (99.86%)
  • Votes against: 183,847 (0.14%)
  • Result: Passed

7. Approval for Creation of Charges on Movable and Immovable Properties under Section 180(1)(a) of Companies Act, 2013

  • Votes in favor: 136,010,966 (100.00%)
  • Votes against: 1,998 (0.00%)
  • Result: Passed

8. Ratification of Remuneration of Cost Auditor

  • Votes in favor: 135,829,117 (99.86%)
  • Votes against: 183,847 (0.14%)
  • Result: Passed

9. Approval for Issue of Non-Convertible Debentures on Private Placement basis

  • Votes in favor: 135,367,207 (99.99%)
  • Votes against: 9,765 (0.01%)
  • Result: Passed

Chairman's Message Highlights

  • FY26 consolidated revenue: ₹88,905 million (approximately 9% YoY growth)
  • EBITDA margin: approximately 9.4%
  • PBT margin: 4.3% (improved by about 50 basis points)
  • EV-related revenue contributed around 13% for full year FY26
  • Net new business wins: approximately ₹32.89 billion in annualized peak revenue, with ~65% related to EV models
  • Overseas electronics business expected to reach EBITDA neutral position by end of FY27
  • Target to cross revenue of ₹200 billion by FY2031
  • FY27 capex directed largely towards EV and electronics capacity expansion

Voting Pattern Analysis

Promoter & Promoter Group voted 100% in favor of all resolutions. Public Institutions showed significant opposition to adoption of financial statements (78.00% against standalone, 78.00% against consolidated) but supported other resolutions. Public Non-Institutions largely supported all resolutions.

Additional Information

The voting results and detailed information are available on company website (www.varroc.com) and NSDL website (https://www.evoting.nsdl.com). The information is also displayed at the Registered Office of the Company.