VARROC - Varroc Engineer
📢 Recent Corporate Announcements
Varroc Engineering Limited has been assigned a voluntary ESG rating of 75 by CFC Finlease Private Limited, a SEBI-registered rating provider. This new score reflects an upward trend in the company's Environmental, Social, and Governance performance compared to its previous ratings. Specifically, the score of 75 is significantly higher than the 54 assigned by CRISIL and the 70.3 assigned by SES ESG Research. The rating was based on publicly available information and was not commissioned by the company itself.
- CFC Finlease assigned a voluntary ESG rating of 75 based on public disclosures.
- The new rating of 75 shows improvement over the previous CRISIL ESG rating of 54.
- The score also surpasses the SES ESG Research rating of 70.3.
- The rating was received via BSE Limited and was not a paid engagement by Varroc.
Varroc Engineering has exercised its call option for the early redemption of its 8.6% Senior Secured Non-Convertible Debentures (NCDs). The company has paid a total principal amount of Rs 171.88 crore along with interest of approximately Rs 3.64 crore. This move results in the full redemption of the Rs 250 crore NCD issue (ISIN: INE665L07040). The early repayment indicates a healthy cash flow position and a commitment to reducing debt obligations.
- Full redemption of 8.6% Senior, Secured NCDs with an original issue size of Rs 250 crore
- Principal amount of Rs 171.88 crore repaid via exercise of call option on March 6, 2026
- Interest payment of Rs 3.64 crore cleared along with the principal
- The redemption was completed ahead of the scheduled maturity, signaling strong liquidity and deleveraging
Varroc Engineering has exercised its call option for the early and full redemption of its 8.6% Non-Convertible Debentures (NCDs). The company repaid a principal amount of Rs 171.88 crore and an interest amount of Rs 3.64 crore on March 6, 2026. This move effectively clears the outstanding debt from the original Rs 250 crore private placement issued in September 2023. Such proactive debt management typically reflects strong internal accruals or a strategic move to reduce interest costs.
- Full redemption of 8.6% Senior Secured NCDs via call option exercise.
- Total principal repayment of Rs 171.88 crore completed on March 6, 2026.
- Accrued interest of Rs 3.64 crore paid along with the principal amount.
- The NCDs were part of an original Rs 250 crore issue from September 2023.
Varroc Engineering Limited has announced a series of institutional investor interactions scheduled from March 10 to March 13, 2026. The company will participate in a two-day Promoter Conference hosted by Investec in Mumbai on March 10-11. Furthermore, specialized visits to the company's Tech Center in Pune have been organized by Investec and ICICI Securities on March 12 and 13 respectively. These interactions are intended to discuss publicly available information and provide investors with a closer look at the company's technical infrastructure.
- Promoter Conference hosted by Investec Capital Services on March 10 and 11, 2026, in Mumbai.
- Investor group visit to the Pune Tech Center scheduled for March 12, 2026, from 12:30 pm to 2:00 pm.
- Additional Tech Center visit in Pune organized by ICICI Securities on March 13, 2026, from 2:00 pm to 4:00 pm.
- Company confirms that no unpublished price sensitive information (UPSI) will be shared during these meetings.
Varroc Engineering Limited has successfully fulfilled its payment obligations by redeeming Commercial Papers (CPs) worth ₹50 Crore. The CPs, which were issued on January 28, 2026, to Kotak Mahindra Bank Limited, reached maturity on February 27, 2026. The company confirmed that the full payment was made on the maturity date as per SEBI regulations. This timely redemption indicates stable short-term liquidity and disciplined debt management.
- Full redemption of Commercial Papers amounting to ₹50 Crore
- Payment made to the investor, Kotak Mahindra Bank Limited
- Redemption completed on the scheduled maturity date of February 27, 2026
- Compliance maintained with SEBI Operational Circular for debt instruments
Varroc Engineering Limited has informed the exchanges about an upcoming in-person meeting with Kotak Securities Limited. The meeting is scheduled for February 23, 2026, in Mumbai, spanning from 11:00 A.M. to 5:00 P.M. The company has explicitly stated that no unpublished price sensitive information (UPSI) will be shared during this interaction. This disclosure is a routine regulatory requirement under SEBI Listing Regulations to maintain transparency with institutional investors.
- In-person meeting scheduled with Kotak Securities Limited on February 23, 2026
- Meeting duration set for 6 hours from 11:00 A.M. to 5:00 P.M. in Mumbai
- Discussions will be limited to publicly available information only
- Compliance filing under Regulation 30 of SEBI (LODR) Regulations, 2015
Varroc Engineering has received a material update regarding its ongoing arbitration with OPmobility Lighting Holding (formerly PO Lighting Systems). The claimant has significantly reduced its original claim from USD 66.41 million to approximately USD 25.38 million and EUR 76,514. This reduction of over 60% in potential liability is a positive development for the company's financial risk profile. Varroc intends to continue contesting the remaining claims and is preparing to lodge counterclaims to protect its interests.
- Original arbitration claim filed by OPmobility in July 2025 was USD 66,405,802 plus legal costs.
- New Statement of Claims filed on February 10, 2026, reduces the claim to USD 25,380,960 and EUR 76,514.
- The dispute stems from alleged breaches of covenants in a Securities Purchase Agreement dated April 29, 2022.
- Varroc and its subsidiary VarrocCorp Holding B.V. are evaluating the matter to file counterclaims.
- The reduction in the claim amount significantly lowers the company's potential contingent liability.
Varroc Engineering reported a 10.2% YoY revenue growth to ₹22.9 billion for Q3 FY26, driven by a strong 12.3% growth in India operations. The company achieved its highest-ever new order wins of ₹20.6 billion in the first nine months of the fiscal year, with 74% of these wins focused on the EV segment. While net debt rose slightly to ₹4.4 billion due to a ₹799 million voluntary separation scheme (VRS) cost, the company maintains a comfortable debt-to-equity ratio of 0.26. Management expects a turnaround in overseas operations by H2 FY27 and aims for zero-debt status by the end of the next fiscal year.
- Consolidated revenue grew 10.2% YoY to ₹22.9 billion, with India EBITDA margins improving to 11.9%.
- EV segment revenue now accounts for 14.3% of total sales, growing 50% YoY.
- Secured record new business wins with annualized peak revenue of ₹20,636 million in 9M FY26.
- One-time exceptional costs of ₹799 million for VRS and ₹225 million for labor code adjustments impacted net profit.
- Net debt-to-equity remains low at 0.26, with a target to reach zero debt by the end of FY27.
Varroc Engineering Limited has scheduled a virtual meeting with Carnelian Asset Management on February 13, 2026, at 3:30 p.m. This meeting is part of the company's regular engagement with institutional investors and analysts. The company has explicitly stated that no unpublished price sensitive information (UPSI) will be shared during the discussion. The interaction will focus on publicly available information to maintain regulatory compliance.
- Virtual meeting scheduled with Carnelian Asset Management for February 13, 2026.
- The session is slated to begin at 3:30 p.m. IST.
- Disclosure made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- Company confirms that only publicly available information will be discussed during the call.
Varroc Engineering Limited has submitted its statement of utilization of funds for the quarter ended December 31, 2025, as per SEBI regulations. The company confirmed that no new fund-raising activities took place during the third quarter of FY 2025-26. Additionally, the Rs 50 crore previously raised through Commercial Papers in Q2 FY 2025-26 has been fully utilized for its intended purposes. The report indicates zero deviation or variation from the objects stated in the original offer documents.
- No new funds were raised during the quarter ended December 31, 2025.
- Rs 50 crore raised via Commercial Paper in Q2 FY 2025-26 has been fully utilized.
- Statement of NIL deviation or variation filed under Regulation 32 and 52(7) of SEBI LODR.
- The Audit Committee has reviewed and confirmed the proper utilization of proceeds.
Varroc Engineering has submitted its asset cover certificate for the quarter ended December 31, 2025, confirming compliance with its debt obligations. The company maintains an asset cover exceeding the required 1.10 times for its ₹250 crore secured Non-Convertible Debentures (NCDs). However, the statutory auditor's report includes a qualification regarding an ongoing arbitration with TYC Parties over a ₹20.99 crore income recognition. Despite the legal dispute, the company remains in compliance with all financial and non-financial covenants related to the debentures.
- Maintained asset cover of over 1.10x for ₹250 crore (₹2,500 million) worth of NCDs as of Dec 31, 2025.
- Book value of assets securing the NCDs stands at approximately ₹353.6 crore, excluding CWIP.
- Auditor qualification persists regarding a ₹20.99 crore income dispute under arbitration with TYC Parties.
- Market value of property, plant, and equipment for security is estimated at ₹425.84 crore.
- Company confirmed full compliance with all financial and non-financial covenants mentioned in the Trust Deed.
Varroc Engineering has secured a strategic 6-year contract to supply AC bi-directional wall chargers to a leading global Electric Vehicle (EV) OEM. The order will be executed from the company's manufacturing facility in Romania, targeting international markets with Energy Star-compliant technology. At peak capacity, the contract is estimated to generate an annual business value of ₹4,391 million (approximately USD 48 million). This win underscores Varroc's strengthening position in the global EV component supply chain and its ability to meet high-tech safety standards.
- Strategic 6-year contract for AC bi-directional wall chargers with a global EV OEM
- Estimated annual peak revenue of ₹4,391 million (approximately USD 48 million)
- Production to be handled at the company's established facility in Romania
- Product features Energy Star compliance with high stability and advanced safety for EVs
Varroc Engineering Limited has filed its statement of deviation for the quarter ended December 31, 2025, confirming full compliance with SEBI regulations. The company reported no new fund-raising activities during the third quarter of FY 2025-26. It further confirmed that the Rs 50 crore raised via Commercial Papers in the preceding quarter (Q2 FY 2025-26) has been fully utilized for its intended purposes. There are no deviations or variations in the use of funds, indicating disciplined capital management.
- Confirmed NIL deviation or variation in fund utilization for the quarter ended December 31, 2025
- No new fund-raising activity was conducted during the Q3 FY 2025-26 period
- Rs 50 crore raised through Commercial Paper in Q2 FY 2025-26 has been fully utilized
- Compliance maintained under Regulation 32 and 52(7) of SEBI Listing Regulations
Varroc Engineering has submitted its asset cover certificate for the quarter ended December 31, 2025, confirming compliance with SEBI regulations. The company maintains an asset cover exceeding the required 1.10x for its ₹250 crore Non-Convertible Debentures (NCDs), secured by exclusive charges on specific movable fixed assets. While debt covenants are met, the statutory auditor has maintained a qualification regarding a ₹209.89 million income recognition dispute currently under arbitration with TYC Parties. This filing provides transparency regarding the company's debt security and ongoing legal contingencies.
- Maintained asset cover above the mandatory 1.10x for ₹250 crore secured NCDs.
- Security consists of exclusive charges on movable fixed assets at multiple plants including Chakan and Bhamboli.
- Statutory auditor S R B C & CO LLP issued a qualified report due to an ongoing ₹209.89 million arbitration with TYC Parties.
- Total book value of property, plant, and equipment (PPE) provided as security stands at ₹3,536.37 million.
- The company confirmed full compliance with all financial and non-financial covenants as of December 31, 2025.
Varroc Engineering reported its highest-ever quarterly revenue post-divestment at ₹22,875 million, marking a 10.2% YoY growth. Profit Before Tax (before exceptional items) saw a significant jump to ₹1,007 million from ₹661 million in the previous year, driven by strong India operations. The company achieved record new business wins with an annualized peak revenue of ₹20,636 million in 9M FY26, including major EV contracts in Romania and Thailand. While net debt rose slightly to ₹4,405 million due to one-time restructuring costs, the leverage remains healthy with a net debt-to-equity ratio of 0.26.
- Consolidated revenue grew 10.2% YoY to ₹22,875 million, the highest quarterly revenue post-divestment.
- PBT before exceptional items and JV profit increased to ₹1,007 million compared to ₹661 million in Q3 FY25.
- EV segment revenue grew by 50% YoY, now contributing 14.3% to the total consolidated revenue.
- Achieved record new order wins with annualized peak revenues of ₹20,636 million in the first nine months of FY26.
- India operations showed strong profitability with EBITDA and PBT margins at 11.9% and 7.6% respectively.
Financial Performance
Revenue Growth by Segment
India Business revenue grew 8% YoY to INR 20,879 million in Q2 FY26. Overseas Business revenue declined 18% YoY to INR 1,194 million, primarily due to US tariffs impacting the Forging segment. Overall FY25 revenue was INR 81,541 million, up 8.0% from INR 75,519 million in FY24.
Geographic Revenue Split
As of H1 FY26, India accounts for 89% of total revenue, while Overseas business and exports contribute 11%. This reflects a strategic shift toward the domestic market following the divestment of certain global lighting businesses.
Profitability Margins
PBT margins improved significantly from 1.1% in FY23 to over 4% in Q2 FY26. Gross margins improved by approximately 1% during this period due to better product mix and cost-saving initiatives. FY25 PAT was INR 697 million compared to INR 5,530 million in FY24, which was skewed by a one-time deferred tax credit.
EBITDA Margin
EBITDA grew from INR 5,966 million in FY23 to INR 7,767 million in FY25. The India Business EBITDA for Q2 FY26 was INR 2,405 million (11.5% margin), up 11% YoY, driven by operating leverage and cost reduction.
Capital Expenditure
H1 FY26 CAPEX was INR 186 crores, largely front-loaded for a new facility in Thailand and SMT line expansions. The company is expanding SMT lines from 10 to 15 to cater to growing electronics demand.
Credit Rating & Borrowing
Net debt was reduced significantly to INR 3,800 million (INR 380 crores) in Q2 FY26 from INR 7,480 million in FY25. Borrowing costs are approximately 8% for debt and 7% for receivables discounting (INR 700-750 crores). Net Debt to EBITDA improved from >2x in FY23 to 0.47x in FY25 and 0.22x in Q2 FY26.
Operational Drivers
Raw Materials
Key raw materials include plastic resins for moulded parts, electronic components for SMT lines, and steel for forgings and engine valves. Raw material costs were INR 52,092 million in FY25, representing 63.9% of total revenue.
Capacity Expansion
Expanding SMT lines from 10 to 15. Established a new facility in Thailand and acquired land in South and West India to strengthen OEM relationships. The company operates 37 manufacturing plants and 7 R&D labs globally.
Raw Material Costs
Raw material costs as a percentage of revenue stood at 63.9% in FY25. The company manages costs through customer recoveries, particularly for rare earth freight impacts, ensuring minimal bottom-line margin erosion.
Manufacturing Efficiency
The company is focusing on 'first-time right' delivery and program management efficacy. Operating leverage from increased India volumes is helping improve absolute P&L parameters.
Strategic Growth
Expected Growth Rate
12%
Growth Strategy
The company aims to double revenue by 2030 by focusing on EV components, which represented 63% of the INR 893 crore peak annual revenue from H1 FY26 new wins. Strategy includes expanding SMT lines for electronics, scaling the Romania electronics plant (SOP mid-2026), and growing the aftermarket division which serves 27 countries.
Products & Services
2-wheeler and 4-wheeler lighting, TFT clusters (bonded, Wi-Fi/Bluetooth enabled), EV powertrain components, engine valves, forgings, and plastic-moulded body systems.
Brand Portfolio
Varroc, Varroc Connect, Durovalves India.
New Products/Services
High-voltage electronics for e-powertrains, 4W lighting for passenger vehicles, and advanced TFT clusters. New business wins in H1 FY26 reached a peak annualized revenue of INR 8,928 million.
Market Expansion
Expansion into Thailand with a new facility and strengthening presence in South/West India. Targeting high-performance e-powertrain components for the Romanian plant by end of 2025.
Market Share & Ranking
Varroc is a market leader in India for 2W mobility, lighting, and driver assistance systems.
Strategic Alliances
The company completed the merger of Varroc Polymers Limited with Varroc Engineering Limited effective February 1, 2025, to streamline operations.
External Factors
Industry Trends
The industry is shifting toward electrification and connected 'intelligent cockpits.' Varroc is positioning itself as a 'partner of choice' for EV OEMs, with 63% of new order wins being EV-related.
Competitive Landscape
Competes with global and domestic auto-component players in lighting and electronics. Key advantage is the low-cost manufacturing base in India combined with R&D in Romania and China.
Competitive Moat
Moat is built on 125+ patents, long-term OEM relationships (37+ years for the Chairman), and deep integration in the EV supply chain. Sustainability is driven by R&D in advanced electronics and lighting.
Macro Economic Sensitivity
Highly sensitive to automotive production trends in India; 2W production grew 10.6% and 3W grew 18.3% in Q2 FY26, directly boosting Varroc's domestic performance.
Consumer Behavior
Shift toward premiumization in 2Ws (TFT clusters, LED lighting) and rapid adoption of EVs are driving demand for Varroc's advanced electronics portfolio.
Geopolitical Risks
US-China trade tensions and US tariffs on forgings are primary risks. The company is also monitoring rare earth supply chains.
Regulatory & Governance
Industry Regulations
Operations are subject to automotive safety and emission standards. Overseas business is currently impacted by US tariff regulations on forging imports.
Taxation Policy Impact
The company benefits from a recurring R&D tax credit of approximately INR 11 crores per quarter related to overseas R&D spending.
Legal Contingencies
The company successfully executed a Scheme of Amalgamation for Varroc Polymers Limited, increasing authorized share capital to INR 559.4 million.
Risk Analysis
Key Uncertainties
High customer concentration with Bajaj (45%) and the successful ramp-up of the Romania electronics plant are key uncertainties. Volatility in global EV adoption rates could impact the SOP timelines of new business wins.
Geographic Concentration Risk
89% of revenue is concentrated in India, making the company highly dependent on the Indian macroeconomic environment and domestic auto sales.
Third Party Dependencies
Dependency on OEM production schedules, particularly Bajaj Auto, for volume growth.
Technology Obsolescence Risk
Risk of ICE powertrain components becoming obsolete; mitigated by aggressive pivot to EV electronics and lighting (63% of new wins).
Credit & Counterparty Risk
Receivables discounting of INR 700-750 crores indicates active management of counterparty credit risk and liquidity.