Varroc Engineering Limited , a global tier-1 automotive component group, has officially concluded the postal ballot process for appointing Mr. Avinash Ramdas Chintawar as Additional Director and Whole Time Director. The company filed the results with stock exchanges under Regulation 30 of SEBI Listing Regulations on December 13, 2025.

Postal Ballot Results

The postal ballot process concluded on December 13, 2025, with exceptional shareholder support for Mr. Chintawar's appointment. The voting was conducted exclusively through remote e-voting facility provided by National Securities Depository Limited (NSDL).

Regulatory Compliance and Process

The company complied with all regulatory requirements under Section 110 of the Companies Act, 2013, and SEBI Listing Regulations. M/s. Uma Lodha & Co., Practicing Company Secretaries, Mumbai served as the scrutinizer for the postal ballot process. The remote e-voting period commenced on November 14, 2025, at 09:00 A.M. and concluded on December 13, 2025, at 05:00 P.M.

Appointment Details and Remuneration Structure

Mr. Chintawar's appointment as Additional Director (Executive, Non-independent) is valid until the next Annual General Meeting or until regularized by shareholders. His role as Whole Time Director spans three years from November 12, 2025, to November 11, 2028, now secured with shareholder approval.

Professional Background

Mr. Chintawar brings over four decades of distinguished leadership experience in the automotive and manufacturing sectors. Prior to joining Varroc Engineering, he served as Managing Director of Bosch Chassis Systems India Pvt. Ltd. from November 2018 to August 2025 and as Chairman of Bosch India Foundation from 2022 to 2025.

Career Highlights

Throughout his career, Mr. Chintawar has demonstrated strategic foresight and operational excellence:

• Enabled transition from Euro I to Euro VI emission norms in India by establishing advanced injector manufacturing capabilities
• Led multiple international projects, including setting up India's largest Export Oriented Unit (EOU)
• Pioneered road safety advancements through large-scale manufacturing of ABS and ESP systems
• Promoted green energy initiatives, including commissioning a 16MW solar power plant at Bosch's Nashik facility

Board Composition

With Mr. Chintawar's appointment now approved, Varroc Engineering's Board comprises eight members, including three Whole Time Directors and three Independent Directors. This strategic appointment strengthens the company's leadership team as it continues navigating the evolving automotive landscape and driving sector innovation.

Varroc Engineering Limited has released its unaudited quarterly results for the period ending September 30, 2025, showcasing a mixed financial performance amidst ongoing challenges.

Financial Highlights

The company's standalone revenue from operations for Q2 FY26 stood at Rs. 20,378.56 million, marking a 10.58% increase from the previous quarter. However, the profit after tax decreased by 21.90% to Rs. 676.54 million compared to Q1 FY26.

Auditor Qualification and Ongoing Challenges

The financial results come with a significant caveat as the auditors issued a qualified opinion due to a settlement offer from an overseas party. The qualification pertains to Rs. 209.89 million in income recognized in the previous quarter, raising questions about the accuracy of the reported figures.

Adding to the company's challenges, Varroc Engineering faces arbitration claims amounting to US$ 66.41 million from OPmobility Lighting Holding. This development could potentially impact the company's financial position and future performance.

Operational Performance

Despite the challenges, Varroc Engineering has shown resilience in its core operations:

• Operating Profit Margin (OPM) for Q2 FY26 stood at 9.05%, compared to 11.39% in Q1 FY26.
• The company's EBITDA margin decreased to 9.2% from 9.6% in the previous quarter.

Year-on-Year Comparison

Comparing Q2 FY26 with the same quarter last year:

The year-on-year comparison shows a positive trend in revenue and profitability, indicating the company's ability to grow despite challenging circumstances.

Looking Ahead

While Varroc Engineering has demonstrated revenue growth, the auditor qualification and ongoing arbitration claims present significant challenges. Investors and stakeholders will be closely watching how the company addresses these issues and maintains its growth trajectory in the coming quarters.

The management's ability to navigate these challenges while capitalizing on growth opportunities will be crucial for the company's long-term success and shareholder value creation.