VARROC ENGINEERING LTD.

Varroc Engineering Limited was incorporated on May 11, 1988 at Mumbai. Company offers a diverse range of solutions in powertrain, electrical, body parts, and metallic solutions, shaping the future of mobility. Acquiring Varroc Connect (formerly CarIQ), a cloud-connected telematics platform, facilitates predictive analysis through big data. Expanding into safety mobility, it offers the Advanced Driver Assistance System (ADAS), Driver Monitoring System (DMS), and AI-driven video telematics for safer roads. The Company commenced operations with polymer business in 1990. It initially grew organically in India by adding new business lines, such as electrical division and metallic division. Subsequently, it diversified the product offerings and expanded its production capacity through various investments, joint ventures and acquisitions. It expanded its manufacturing footprint by investing in nine manufacturing plants and an additional R&D center in India since 2012. In 2005, the company formed Varroc Exhaust Systems Private Limited to manufacture catalytic convertor for two wheelers and three-wheelers. In 2007, the company formed a joint venture with Plastic Omnium Auto Exterior SAS, France. During the year under review, the company acquired I.M.E.S in Italy. In 2008, as per a composite scheme of arrangement between Varroc Lighting Private Limited (VLPL), Varroc Polymers Private Limited (VPPL) and the company, VLPL was amalgamated with the company and the polymer business of the company was demerged into VPPL. In 2011, the company acquired two-wheeler lighting business of TRI.O.M. S.p.A. In 2012, the company acquired the lighting division of Visteon Corporation, now known as Varroc Lighting Systems. In 2013, the company expanded its global lighting business by acquiring Visteon's holding in a 50/50 joint venture with Beste Motor Co. Ltd. ('TYC') to manufacture automotive lighting in China, namely Varroc TYC (which wholly owns Varroc TYC Auto Lamps, which in turn wholly owns Varroc TYC Auto Lamps (CQ) (its 'China JV'). On February 13, 2018, the company entered into a joint venture with Dell'Orto S.p.A., for the development of electronic fuel injection control systems for r 2-wheelers and 3-wheelers. It also acquired a Turkey-based lighting products manufacturer. In 2018, the company acquired 90% stake in Team Concepts through its subsidiary VPPL. During the year under review, the company made investment in lighting manufacturing units in Brazil & Morocco. During the year under review, the company diversified its business activities by acquiring Team Concepts, which is in the business of manufacturing of auto accessories. The company came out with an initial public offer (IPO) during the period from 26 June 2018 to 28 June 2018. The IPO was an offer for sale by the selling shareholders consisting of promoter Tarun Jain (17.52 lakh shares), Omega TC Holdings (entire 169.17 lakh shares) and Tata Capital Financial Services (entire 15.52 lakh shares). There was no fresh issue of shares by the company. The IPO was priced at Rs 967 per share. The stock made its debut on the bourses on 6 July 2018. The Board of Directors of Varroc Lighting Systems INC. USA (a wholly owned stepdown subsidiary company of Varroc Engineering Limited) at its meeting held on 12 July 2018 at Czech Republic approved the proposed setting up of new facilities at Chennai (India) and Poland for manufacturing exterior lighting components. On 3 August 2018, Varroc Engineering Limited informed the stock exchanges that its wholly owned subsidiary Aries Mentor Holding B.V., The Netherlands has acquired 6,60,114 shares of TRI.O .M. S.p.A. from the existing minority shareholder Mr. Alessio Caputo on 3 August 2018 resulting increase in shareholding of Aries Mentor Holding B.V., The Netherlands in TRI.O.M. S.p.A. Italy to 100%. Consequently, TRI.O.M . S.p.A. Italy has become wholly owned step-down subsidiary of Varroc Engineering. On 19 September 2018, Varroc Engineering Limited informed the stock exchanges that its wholly owned subsidiary company VarrocCorp Holdings B.V., The Netherlands has signed a joint venture agreement with ELBA SA, a privately-held lighting and electronics company based in Romania, on September 18, 2018. The joint venture will focus on electronics manufacturing, and - given the constantly increasing electronic content of lighting products - will significantly support Varroc Lighting's successful growth in Europe. As per the terms of the joint venture agreement, Varroc and ELBA will contribute equity for the joint venture in the ratio of 70% and 30% respectively. VarrocCorp Holding BV, a WoS has acquired 100% stake in SA-BA Endüstriyel Ürünler imalat ve Ticaret Anonim Sirketi, (name changed to Varroc Lighting Systems Turkey Endüstriyel Urünler Imalat Ve Ticaret Anonim Sirketi) a Turkey based company engaged in the business of manufacturing and supply of automotive lighting for four wheelers along with its wholly owned subsidiary company in Bulgaria at an aggregate consideration of Euro 43 million in June 2018. During year 2018-19, Varroc Lighting Systems formed small and two-wheeler lighting division under its umbrella. Aries Mentor Holding B.V., The Netherlands acquired balance 20% stake in Varroc Lighting Systems, Italy S.p.A. (erstwhile TRI.O.M., S.p.A., Italy) as per the Option Agreement with its erstwhile promoters. With the acquisition of said stake, Varroc Lighting Systems, Italy S.p.A. became wholly owned subsidiary of Aries Mentor Holding B.V., The Netherlands. In September, 2018, Varroc Lighting Systems has signed a joint venture agreement with ELBA Electronics SRL, a privately-held lighting and electronics company based in Romania. By virtue of the said JV agreement, in the month of January, 2019, a new Joint Venture Company under the name and style of Varroc ELBA Electronics SRL, Romania was formed for manufacture of electronic components and sub-assemblies (modules). In January, 2019, Varroc do Brasil Industria E Commercia LTDA started commercial production in Sorocaba, Sao Paulo, Brazil. In January, 2019, Varroc Lighting Systems, Bulgaria EOOD started production facility in Dimitrovgrad, Bulgaria. Varroc Lighting Systems SA, Morocco constructed Phase I facility and started commercial production in February, 2019. In March, 2019, Varroc Lighting Systems S.p.Z.o.o., Poland opened a new research and development office in Krakow, Poland. The said Company started construction of a new manufacturing plant in Niemce, Poland. The Company commenced commercial production at Halol, Dist.: Panchmahal, Gujarat State in January, 2019. In March, 2019, the Company through its wholly owned subsidiary Varroc Polymers Pvt. Ltd. acquired additional 5% stake in Bangalore based Company Team Concepts Pvt. Ltd. As on March 31, 2019, Varroc Polymers Pvt. Ltd. is currently holding 95% of the paid-up share capital of Team Concepts Pvt. Ltd. Varroc ELBA Electronics, SRL, Romania (70:30 JV Company) became Subsidiaries of the Company and Varroc Dell'Orto Pvt. Ltd. became a Joint Venture of the Company during the year 2018-19. In September 2019, the Company's subsidiary Varroc Polymers Pvt. Ltd. (VPPL) acquired the remaining shares of Team Concepts Pvt. Ltd. (TCPL) held by the Original Promoters of TCPL. By virtue of the said acquisition of shares, TCPL became a 100% wholly owned subsidiary of VPPL. The Company acquired 74% stake in a leading telematics solutions provider CarIQ Technologies Pvt. Ltd. (CarIQ) in August, 2019. In September, 2019, the Company has subscribed 15,00,000 Equity Shares of Rs 10/- each of Varroc Dell'Orto Pvt. Ltd. on Rights basis. Varroc Dell'Orto is a 50:50 Joint Venture between the Company and Dell'Orto S.p.A., Italy. In 2019-20, the Company's subsidiary in Amsterdam, Netherlands, Aries Mentor Holding B. V. (AMHBV) merged with VarrocCorp Holding B.V. (VCHBV) effective from March 4, 2020. By virtue of the said merger, VCHBV became the Holding Company for Varroc Lighting Systems, Italy S.p.A. including its step down subsidiaries in Romania and Vietnam. TRIOM, Mexico S.A.de.C.V. and Aries Mentor Holding B.V., The Netherlands have ceased to be Subsidiaries of the Company during the year 2019-20. In December 2020, VarrocCorp Holding B.V., Netherlands (VCHBV), Wholly Owned Subsidiary of the Company acquired 30% balance stake in Varroc-Elba Electronics S.R.L. held by the other JV Partner, ELBA SA, Romania. By virtue of the said acquisition of shares, Varroc Elba became a Wholly Owned Subsidiary' of VCHBV and in turn a step-down Subsidiary' of the Company. Upon acquisition of shares, the name of Varroc Elba was changed to Varroc Lighting Systems Electronics Romania SA. The Scheme of Amalgamation of Varroc Lighting Systems (India) Pvt. Ltd. (a Wholly Owned Subsidiary) (VLSIPL) with the Company became effective and resulting to this, all the assets and liabilities were transferred and vested into the Company effective April 1, 2020. Varroc Lighting Systems Electronics Romania SRL was made the Subsidiary of the Company. Varroc Lighting Systems (India) Pvt. Ltd. have ceased to be Subsidiaries of the Company during 2020-21. The Company launched an Integrated Turnaround Program (Project RACE) for VLS business in 2020-21. During year 2021-22, the Scheme of Amalgamation of Team Concepts Pvt. Ltd. (TCPL/ a wholly owned Subsidiary) with Company's Subsidiary Varroc Polymers Pvt. Ltd. (VPPL) was made effective on February 05, 2022. Resultant, all the assets and liabilities including obligations of TCPL transferred & become assets and liabilities of VPPL with effect from the Appointed Date i.e. April 1, 2020. Further, Team Concepts Pvt. Ltd. ceased to be Subsidiaries of the Company on account of amalgamation with Subsidiary Company Varroc Polymers Pvt. Ltd. in 2022. In 2022, the Company launched EV Product Lines for Traction Motor, Traction Motor Controller Unit, On-Board Chargers, Varroc Intelligence System-Telematics Unit, 10A DC-DC Converters and Battery Management Systems. In 2022-23, the Company divested its 4- Wheeler Lighting System Operations to Compagnie Plastic Omnium SE of France and its Affiliate/Associate Companies, and Subsidiaries through Business Transfer Agreement (BTA), effective on October 06, 2022. In Apr' 23, the Company acquired additional Equity Shares in its subsidiary Company, CarIQ Technologies Pvt. Ltd. increasing the stake to 95% from its Original Promoters. Varroc Germany GmBH, Varroc Poland S.p.z.oo and VL Lighting Solutions Private Limited became subsidiaries of the Company during 2022-23. The Company launched a 20A DC-DC converter in FY 22-23. The Company launched connected clusters and starter motors for Suzuki in FY23-24. It has acquired new business in electric vehicle powertrain and developed a high voltage (360V), high power motor in FY24. Further, it acquired new business in EFI-ECU. In FY 2024-25, the wholly owned subsidiary, Varroc Polymers Limited got merged with the Company from April 1, 2024, making the Scheme of Amalgamation effective February 1, 2025.