Varroc Engineering : Agreements/Contracts/Arrangements/ MOU's PARA A

Varroc Engineering Limited

Regd. & Corp. Office

L-4, MIDC, Industrial Area Tel + 91 240 6653700 Fax + 91 240 2564540

Waluj, Aurangabad 431 136, Maharashtra, Indiaemail:[e-mail]

CIN: L28920MH1988PLC047335

VARROC/SE/INT/2022-23/16

To,

April 29, 2022

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.

The Manager - Listing The Corporate Relation Department,

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001.

NSE Symbol: VARROC

Dear Sir/ Madam,

BSE Security Code: 541578

Sub: Intimation of signing of a Securities Purchase Agreement for divestment of 4-Wheeler Lighting Business of the Company in Americas and Europe Ref: Disclosure under Regulation 30 of Securities Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation")

With reference to the captioned subject and pursuant to Regulation 30 read with Schedule III of the Listing Regulation, we wish to inform you that Varroc Engineering Limited (the Company), along with its wholly-owned subsidiary VarrocCorp Holding B.V. Netherlands, have entered into a Securities Purchase Agreement with Compagnie Plastic Omnium Se, France for divestment of the 4-Wheeler Lighting Business of the Company in the Americas and Europe. The proposed divestment was approved by the Board of Directors of the Company in its meeting held on April 28, 2022

We further wish you to inform that the Board of Directors also gave its in-principle approval for the formation of a Wholly Owned Subsidiary in India for pursuing R&D activities. The disclosure as required under Schedule III of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 is attached as Annexure 'I' & 'II' to this letter.

For Varroc Engineering Limited

Ajay Sharma

Group General Counsel and Company Secretary

Encl: A/a

Varroc Engineering Limited

Regd. & Corp. Office

L-4, MIDC, Industrial Area	Tel + 91 240 6653700	email:[e-mail]
Waluj, Aurangabad 431	Fax + 91 240 2564540	www.varroc.com
136, Maharashtra, India	CIN: L28920MH1988PLC047335

ANNEXURE I

The details as required under Schedule III of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015

Sr. No	Particulars	Details
1	Name(s) of parties with whom the agreement is entered.	Varroc Engineering Ltd., India VarrocCorp Holding B.V., The Netherlands and Compagnie Plastic Omnium Se, France
2	Purpose of entering into the agreement.	The purpose of entering into the agreement is to divest its 4-wheeler Lighting systems business in the Americas and Europe.
3	Shareholding, if any, in the entity with whom the agreement is executed	Nil
4	Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc	The agreement envisages the divestment of the 4-wheeler Lighting systems business of the Company in the Americas and Europe. The divestments is being effected through the sale of shares held by the Company's Wholly Owned subsidiary in the Netherlands.
5	Whether the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship.	No
6	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length"	No
7	In case of issuance of shares to the parties, details of issue price, class of shares issued	No
8	Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc.	No Potential Conflict of Interest arising out of this Agreement.
9	In case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): a) name of parties to the agreement; b) nature of the agreement; c) date of execution of the agreement; d) details of amendment and impact thereof or reasons of termination and impact thereof.	Not applicable

Varroc Engineering Limited

Regd. & Corp. Office

L-4, MIDC, Industrial Area	Tel + 91 240 6653700	email:[e-mail]
Waluj, Aurangabad 431	Fax + 91 240 2564540	www.varroc.com
136, Maharashtra, India	CIN: L28920MH1988PLC047335

Annexure II

The details as required under Schedule III of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015

Sr. No	Particulars	Details
1	Name(s) of the Target Entity, details in brief such as size, turnover etc.	Name: Name as may be approved by the Registrar of Companies, Ministry of Corporate Affairs (New Entity) It is proposed to incorporate the New Entity with Authorised Capital of INR 10 Lacs which can be increased from time to time as per the requirement. Other details (Size, turnover): Not Applicable since the entity is yet to be incorporated.
2	Whether the acquisition would fall within related party transaction(s) and whether the promoter/promoter group/group companies have any interest in the entity being acquired? If yes, nature of interest Save and except what is mentioned and details thereof and whether the same above, is done at 'arm's length"	The Company is proposing to incorporate a Wholly Owned Subsidiary Company (WOS) once incorporated it will be a Related Party of the Company. Save and except what is mentioned above, the promoter group/ group companies are not interested in the said incorporation of wholly owned subsidiary.
3	Industry to which the entity being acquired	Automotive
4	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	The proposed WOS to be incorporated in India shall carry out Research and Development activities in the field of Automotive products.
5	Brief details of any governmental or regulatory approvals required for the acquisition	Incorporation of the entity is subject to approval of the MCA
6	Indicative time-period for completion of the acquisition	Entity shall be incorporated on receipt of approval acquisition; from the MCA
7	Nature of consideration - whether cash consideration or share swap details_of_the_same and	Securities shall be subscribed for cash
8	Cost of acquisition or the price at which the shares are acquired	Not Applicable
9	Percentage of shareholding I control acquired and/or number of shares acquired	100%
10	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	Not Applicable since the company is yet to be incorporated.