Varroc Engineering : Sale or disposal of unit/ division/subsidiary

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

VARROC/SE/INT/2022-23/78	October 7, 2022
To,
The Manager- Listing	The Manager - Listing
The Listing Department,	The Corporate Relation Department,
National Stock Exchange of India	Bombay Stock Exchange Limited
Limited	Phiroze Jeejeebhoy Towers,
Exchange Plaza, Plot No. C/1, G Block,	Dalal Street, Fort,
Bandra-Kurla Complex,	Mumbai-400001.
Bandra (East), Mumbai-400051.	BSE Security Code: 541578
NSE Symbol: VARROC	[Debt: 973454 & 973455]

Dear Sir/ Madam,

Sub: Intimation for divestment of 4-Wheeler Lighting Business of the Company in Americas and Europe/ sale of the whole or substantially the whole of the undertaking / Wholly Owned Subsidiary of the Company

Ref: Disclosure under Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation") and our Communication dated April 29, 2022

This is in continuation to our communication dated April 29, 2022 on the captioned subject. Pursuant to the Regulation 30 read with Schedule III of the Listing Regulation, we wish to inform you the following:

1. Securities Purchase Agreement executed on April 29, 2022 by Varroc Engineering Limited (the Company), along with its Wholly-Owned Subsidiary VarrocCorp Holding B.V. Netherlands, with Compagnie Plastic Omnium Se, France for divestment of the 4-Wheeler Lighting Business of the Company in the Americas and Europe and identified R&D business in India, has been amended by signing an 'Amendment to the Securities Purchase Agreement'.
2. For completion of the aforesaid Transaction; the Company has entered into a settlement agreement with Valeo Vision S.A.S, France, Valeo S.E., France, Varroc Lighting Systems, s.r.o., Czech Republic for an agreed amount as specified in the Annexure I attached herewith towards out of court settlement of IPR infringement litigation.
3. With requisite approvals obtained from the Audit Committee, Board of Directors on April 28, 2022, May 16, 2022 and October 6, 2022 and the Shareholders of Varroc Engineering Limited on June 18, 2022 through Postal Ballot (the Company) under applicable provisions of Companies Act, 2013 and the Listing Regulation, the Company has divested/transferred/sold its 4-Wheeler Lighting Business of the Company in the Americas and Europe and identified R&D business in India to Compagnie Plastic Omnium SE of France and & its Affiliate/Associate Companies and Subsidiaries by signing Business Transfer Agreement and other related agreements/documents with the subsidiaries and other parties involved. The said divestment / sale of the whole or substantially the whole of the undertaking of the Company will be effective from close of business hours on October 06, 2022.

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

4. By way of this transaction the Company has also sold/transferred/disposed of its 100% stake in its Wholly Owned Subsidiary viz. VL Lighting Solutions Private Limited. Post this transaction VL Lighting Solutions Private Limited ceases to be a Wholly Owned Subsidiary of the Company.

The disclosures required under Regulation 30 of the SEBI LODR read with Disclosure Circular, are enclosed herewith in Annexure I & II.

Kindly take the same on record and note the compliance.

For Varroc Engineering Limited

Ajay Kumar Sharma

Digitally signed by Ajay Kumar Sharma Date: 2022.10.07 01:04:47 +05'30'

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

Disclosure/ details as required under Schedule III of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 for Point no 1 & 2 above

Sr.

Particulars

Details

No

Amendment to the Securities Purchase

Settlement Agreement

Agreement

1

Name(s) of parties with

Varroc Engineering

Ltd.,

India

Varroc Engineering Ltd. India, Valeo

whom the agreement is

VarrocCorp

Holding

B.V.,

The

Vision S.A.S, France, Valeo S.E.,

entered.

Netherlands

and

Compagnie

Plastic

France, Varroc Lighting Systems, s.r.o.,

Omnium Se, France

Czech Republic

and

individual

Directors.

2

Purpose

of

entering

1. Securities Purchase Agreement

Out of Court settlement of IPR

into the agreement.

("SPA") - to divest its 4-wheeler Lighting

infringement

litigation

between the

systems business in the Americas and

parties.

Europe

2. Amendment to Securities Purchase

Agreement-

to

amend

certain

provisions of the SPA.

3

Shareholding, if any, in

Nil

Nil

the

entity

with whom

the

agreement

is

executed

4

Significant terms of the

by way of this amendment, Base

Settlement

of

IPR

infringement

agreement

(in

brief)

Purchase Price for the said transaction

litigation

special rights like right

has been reduced from €600,000,000

to

appoint

directors,

to €520,000,000.

first

right

to

share

subscription in case of

issuance

of

shares,

right to

restrict

any

change

in

capital

structure etc.

5

Whether

the

said

No

No

parties

are

related to

promoter/promoter

group/

group

companies

in

any

manner. If yes, nature

of relationship.

6

Whether

the

No

No

transaction

would fall

within

related

party

transactions?

If

yes,

whether the

same is

done at "arm's length"

7

In case of issuance of

No

No

shares

to

the parties,

details

of

issue

price,

class of shares issued

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

8

Any

other

disclosures

No Potential Conflict of Interest arising

No Potential Conflict of Interest arising

related

to

such

out of this Agreement.

out of this Agreement.

agreements,

viz.,

details

of

nominee

on

the

board

of directors

of

the

listed

entity,

potential

conflict

of

interest

arising out of

such agreements, etc.

9

In case of termination

Amendment of Agreement:

or

amendment

of

a.

Name

of

Parties:

Varroc

N.A.

agreement, listed entity

shall

disclose

Engineering Ltd., India VarrocCorp

additional details to the

Holding B.V., The Netherlands and

stock exchange(s):

Compagnie

Plastic

Omnium

Se,

France

a) name of parties to

b.

Nature

of

the

agreement:

the agreement;

Amendment

to

the

Securities

b)

nature

of

the

Purchase

Agreement

executed on

April 29, 2022

agreement;

c. Date of Execution: October 6, 2022

c) date of execution of

d. Details

of

amendment:

Base

Purchase

Price

for

the

said

the agreement;

transaction has been reduced from

d)

details

of

€600,000,000 to €520,000,000.

amendment

and

impact

thereof

or

reasons of termination

and impact thereof.

10

Additional Details for

NA

1. Brief Details of Litigationviz. name(s)

Litigation(s)

/

of the opposing party, court/

dispute(s) / regulatory

tribunal/agency where

litigation is

action(s) with impact

filed, brief details of dispute/litigation;

i.

Valeo

Vision

S.A.

(Valeo)

filed

lawsuits with German courts, asserting

the infringement of the German parts of

the certain European patents.

ii. Each lawsuits aims at obtaining

injunction regarding lighting products

and disclosure requirements regarding

past sales.

iii. Despite the fact that the Company

had also initiated nullity proceedings

for the stated IPR held by Valeo, in the

interest of achieving a clear transfer of

the parameter entities for the sale of 4

wheeler

lighting

business,

the

Company had entered into a Settlement

Agreement with Valeo.

iv. The agreement provides for a

Settlement compensation for past and

future license of the affected products.

v. Under the stated settlement, Varroc

shall pay a compensation of 51.1

million Euro to Valeo.

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
								2. The details of any change in the
								status and / or any development in
								relation to such proceedings; NA
								3. In the case of litigation against key
								management personnel or its promoter
								or ultimate person in control, regularly
								provide details of any change in the
								status and / or any development in
								relation to such proceedings: NA
								4. In the event of settlement of the
								proceedings, details of such settlement
								including - terms of the settlement,
								compensation/penalty paid (if any) and
								impact of such settlement on the
								financial position of the listed entity:
								Please refer point 1 above.