Voltas Ltd Directors Report

To the Members,

Your Directors present their 71 Annual Report and the Audited Statement of Accounts for the year ended 31 March, 2025.

1. Financial Results

Rs. in crores

	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total income	15,737	12,734	11,696	8,988
Profit for the year after meeting all expenses but before	1,441	728	1,127	822
interest and depreciation
Interest	62	56	35	21
Depreciation and amortisation	62	48	56	43
Profit before share of profit/(loss) of joint ventures and	1,317	624	1,036	758
associates and tax
Share of profit/(loss) of joint ventures and associates	(126)	(138)	--	--
Profit before tax	1,191	486	1,036	758
Tax expenses	357	238	259	154
Profit after tax	834	248	777	604
Other comprehensive income (net)	34	255	39	262
Total comprehensive income	868	503	816	866

2. Operations

In recent years, the global economy has encountered numerous challenges encompassing geopolitical, economic, and social issues. International trade, a cornerstone of a globalised economy, has significantly contributed to the rapid development witnessed over the past century through cross-border exchange of goods and services. However, uncertainties stemming from the United States trade conflicts with various countries have prompted the International Monetary Fund (IMF) to lower its economic outlook for the US. The IMF cautions that such trade disputes could weaken global growth and elevate inflation rates.

Amid a plethora of global challenges and uncertainties, Indias economy is expected to be a bright spot, supported by easing inflation, robust growth in Goods and Services Tax (GST), and positive market sentiment, which fosters optimism for a strong recovery. The fiscal deficit for the fiscal year 2026 is projected to be 4.4% of GrossDomesticProduct(GDP).TheGovernmentsbudget includes significant tax reductions, estimated to save

1.0 trillion, which is expected to boost consumption and stimulate economic growth.

The Company maintained its growth trajectory and increased its top line for the year, driven by a strong summer season for the Room Air Conditioner (RAC) industry. Voltas achieved several key milestones, becoming the first brand to surpass 2.5 million AC units in 2024-25, and recorded the highest ever Air Cooler sale of over 0.5 million units. During the year, Voltbek also recorded sales of over 1 million Refrigerators and Washing Machines each, establishing itself as the fastest-growing Home Appliances brand in the country. The Company continued its profitable growth in the Domestic Projects business and maintained a stable International Projects business. These accomplishments were made possible through strategic planning, extensive market reach, a capable sales force, an expanded product range with enhanced attributes, and increased participation across multiple distribution channels.

With rising temperatures, the demand for cooling and comfort products has increased significantly, propelling the Unitary Cooling Products (UCP) business to new heights. The Room Air Conditioners (RAC) category experienced strong demand for premium products, particularly 5-star rated units, driven by customers preference for advanced features and energy-e_cient products. The Companys commitment to meeting market demand and customer expectations by providing comfort and convenience, along with effective distribution and supply chain strategies, enabled Voltas to maintain its leadership position with a year-to-date market share of ~19%. Market reports also indicate that Voltas achieved growth in line with the industry trends.

The Companys overall growth was sustained through a combination of 24/7 factory operations and a steady ramp-up of its newly launched facility in Chennai, Tamil Nadu. Consistent backing from Original Equipment Manufacturers (OEMs) has also been instrumental in fulfilling market demand.

The Company commenced commercial production at its Room Air Conditioner manufacturing facility in Chennai during the current year. This new factory has helped cater to increased demand and balance the supply chain, particularly in the Southern and Western markets of India. With its proposed growth plans and vision of leading industry growth in the Air Conditioner market, the Company is planning to further scale up its capacity, especially at its fully backward-integrated Room Air Conditioner factory in Chennai.

The Commercial Refrigeration (CR) business faced challenges due to inventory liquidation and reduced customer capital expenditures, which impacted margins during the fiscal year. Despite this, growth was seen across all product categories. However, with open orders for CR products, and the Companys commitment to providing consumers with an enhanced product experience from the new factory, Voltas envisages a favourable outcome and overall growth from this category in the next few months.

The Air Cooler business experienced significant growth of over 70% this year. Certain strategic initiatives taken during the year facilitated the successful distribution of both Air Coolers and Water Heaters. As of March, Voltas had achieved an 8.5% year-to-date (YTD) market share in the Air Cooler category, establishing itself as one of the top three brands. Additionally, in the Water Heaters category, collaborations with distributors and sub-dealers contributed to the Companys strong performance, which was received positively.

The Commercial Air Conditioning (CAC) business recorded steady performance during the year, driven by higher sales of Chillers, Variable Refrigerant Flow (VRF) systems, Light Commercial ACs, Ductables and Packaged ACs. The higher volume of margin-accretive product sales, value engineering initiatives, improved labour productivity, and enhanced mix of AMC jobs positively affected the bottom line. With a positive conversion of product sales to AMC jobs and a high order pipeline of retrofit jobs, the vertical is expected to achieve consistent growth. The focus on collections contributed to a favourable working capital for the business.

Voltbek Home Appliances Private Limited, our home appliances brand, continued to excel with consistent month-over-month growth. During the financial year ended 31 March, 2025, the industry reported only single-digit growth in Washing Machines and negligible growth in Refrigerators. However, Voltbeks performance remained remarkable, with a volume growth of 57%. This growth was further complemented by a significant increase in market share. As of YTD March 2025, the Voltbeks market share improved to 8.7% for Washing Machines and 5.3% for Refrigerators.

The performance in Semi-Automatic Washing Machines exceeded expectations, making Voltbek the second-largest player in the product category, with a YTD market share of 15.3%. Additionally, a third-party report recognised Voltbeks Dishwasher category as a market leader in the e-commerce channel.

Voltbek has leveraged its manufacturing capabilities to produce a complete range of refrigerators in India, becoming a fully Made-in-India brand. By leveraging technology across all product categories, Voltbek plans to drive and sustain future growth. Voltbeks extensive range of Washing Machines, with SKUs across categories, will help it achieve its goal of increasing market share. In terms of profitability, increased volume and various value engineering measures helped improve margins and minimise losses. While business continued to grow across categories, overall profitability remained a challenge due to the product category mix. Voltbek continues to focus on enhancing operational efficiencies to drive improved profitability.

The Domestic Projects business, encompassing Mechanical, Electrical, and Plumbing (MEP), Water, Electrical, and Solar projects, has been expanding at a strong CAGR of over 23%, reflecting strong governance and management. During the year,thebusinessadoptedaselectiveprojectbookingstrategy and implemented robust project execution governance, ensuring profitability, effective working capital management, and a high ROCE. This approach has helped foster a healthy pre-qualification experience (PQE), which is crucial for maintaining a positive business outlook.

Key projects executed by the business include Adani Data Centre, Tata Power Solar Module and Cell Plant, Tata Electronic Jasmine and Marigold Project at Hosur, Blupine Solar Project in Gujarat, various State Water and Sanitation Mission (SWSM) and Rural Water Supply and Sanitation (RWSS) projects in UP and Odisha, and Revamped Distribution Sector Scheme (RDSS) projects in MP.

For the International Projects business, projects in the UAE and Kingdom of Saudi Arabia continued to deliver satisfactory performance, driving revenue growth. Strong project execution and timely assessment of costs and profitability ensured a positive performance despite facing challenges for the last few quarters. For the two Bank Guarantee encashment matters, which were contested by the Company, the Arbitration awards were decided in the Companys favour. While the collection of proceeds could take some time, the Companys efforts to demonstrate the fulfilment of its obligations and contest unwarranted encashments have been successful. The Company focuses on the efficient execution of existing ongoing projects, including the collection of due receivables within contractual timelines, to minimise exposure. As of

31 March, 2025, the carry-forward order book for the Project Businesses was in excess ofRs. 6,500 crores.

The Board of Directors of the Company, with an objective to house the International Business operations of the Company under a separate entity, i.e., Universal MEP Projects Pte Limited (UMPPL), in the Republic of Singapore, approved the proposal for transfer of overseas branch operations in the UAE (Dubai and Abu Dhabi) on a slump sale basis by execution of Business Transfer Agreements (BTAs) for each branch separately. Earlier, the Board had also approved the transfer of direct investments/shareholding of the Company in certain overseas subsidiaries to UMPPL through Share Purchase Agreements (SPAs). UMPPL is a 100% subsidiary of Voltas Netherlands B.V., which is a 100% subsidiary of Voltas Limited.

A new entity, Universal MEP Contracting L.L.C. (subsidiary of UMPPL), has been set up in the UAE to pursue the Projects business and the Companys UAE branch business operations comprising all ongoing projects, including projects under the Defects Liability Period (DLP), along with the relevant employees, pre-qualifications, project-related assets and liabilities, among others, are proposed to be transferred to this new entity. The BTAs for the transfer of UAE branch business are targeted to be consummated in 2025-26 upon satisfactory completion of certain conditions precedent in accordance with the terms of the BTA. During 2024-25, the Company has completed the transfer of its direct shareholding in subsidiary companies— Weathermaker FZE (100%), UAE; Saudi Ensas Company for Engineering Services W.L.L. (92%), Kingdom of Saudi Arabia; and Lalbuksh Voltas Engineering Services & Trading L.L.C. (20%), Sultanate of Oman - to UMPPL. Post-transfer, the Companys economic interest in these overseas branches and subsidiary companies remain intact. The Mining and Construction Equipment business showed positive momentum on the top line, ensuring continuity in operations and maintenance jobs, as well as the sale of power screen machines. However, the revenue mix and challenges in job renewals at sustained margins limited the ability to translate top line growth into bottom-line growth. Going forward, the expected increase in coal production in both Mozambique and India is expected to enhance business opportunities with existing contracts. Additionally, the teams efforts to grow the business beyond existing contracts and geographies provide assurance of strong and optimal performance from the vertical.

The Textile Machinery business globally faced significant challenges due to geopolitical issues in Europe and China, political unrest in Bangladesh, and supply chain disruptions in the industry. Stagnant yarn prices also impacted the business. These dynamics led to low capital expenditure across the sector during the year, resulting in under-performance and a decline in revenue for the business. Demand and margins for the Companys agency business remained under pressure throughout the year. However, its After-Sales and Post-Spinning business demonstrated positive performance. With a focus on growing its presence and reach in the Spinning Machinery, Post-Spinning, and After-Sales segments, the Company is making efforts to navigate the headwinds in the business.

The Company reported higher consolidated total revenue from operations atRs. 15,413 crores compared to

12,481 crores last year, registering an increase of 23%. The consolidated profit before share of profit/loss from joint ventures and associates and tax wasRs. 1,317 crores, and the consolidated net profit after tax wasRs. 834 crores. Voltas ended the year with an earnings per share ofRs. 25.43 (face value per share ofRs. 1).

Further, during the year, the Board of Directors of the Company approved a Long-Term Incentive Scheme 2024 (Scheme), commencing from 2024-25 and ending in 2026-27. This scheme was introduced to drive the Companys performance and motivate and retain key talent. Under the Scheme, eligible employees of the Company, upon achieving the specified performance criteria and maintaining undisputed employment with the Company (except in cases of retirement, contract completion, and death), will be entitled to the Long-Term Incentive (LTI), which will be paid out in cash. The final incentive value and the date of payment of LTI to eligible employees will be decided by the Nomination and Remuneration Committee (NRC)/Board from time to time.

The Companys balance sheet remained strong and healthy. Borrowings were primarily for overseas operations and capacity expansion projects in Tamil Nadu and Gujarat. Tight control of working capital, with a focus on collections in the Projects business, improved overall cash flow and investments.

3. Reserves

An amount ofRs. 20 crores was transferred to the General Reserve out of the Profit available for appropriation.

4. Dividend Distribution Policy

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board of Directors of the Company have adopted a Dividend Distribution Policy (Policy) based on the need to balance the twin objectives of appropriately rewarding the Companys shareholders with a dividend and conserving resources to meet its future requirements. The Policy is available on the Companys website at:

https://www.voltas.in/images/_ansel_image_collector/ DIVIDEND_DISTRIBUTION_POLICY_1.pdf

5. Dividend

Based on the Companys performance and keeping in mind the shareholders interest, the Directors recommend a dividend ofRs. 7 per equity share ofRs. 1 each (700%) for the year 2024-25 (2023-24: 550%). The dividend would result in a cash outflow of aroundRs. 232 crores, reflecting a payout of 29.81% of the Net Profit.

The dividend on equity shares is subject to the Shareholders approval at the 71 Annual General Meeting (AGM) scheduled to be held on 08 July, 2025. The Record Date for the purpose of payment of the dividend for the year ended 31 March, 2025, is 20 June, 2025.

6. Finance

Cash management, profitability improvement, forecasting, and budgeting remained key focus areas for the Company. Robust working capital management and efficient utilisation of available funds have resulted in better management of cash surplus, ensuring financial stability, compliance, and support for strategic growth drivers.

In recent years, the Company capitalised on various government initiatives promoting self-sustainability and ‘Make -in-India. Towards this end, the Company invested in greenfield manufacturing capacity expansion for Air Conditioners and Commercial Refrigeration products by setting up new facilities in Tamil Nadu and Gujarat. The Company deployed capital expenditure of aroundRs. 600 crores for expansion and component manufacturing in a phased manner through internal accruals and long-term borrowings.

During the year, both plants commenced commercial production, and the ramp-up of capacity is progressing as scheduled. The Company is moving towards achieving optimum capacity utilisation and gaining a cost advantage due to strategic locations for sourcing and supplying products. With a positive outlook on growth and commitment to provide comfort and convenience to the customers, the Company has already started planning to further enhance its capacity and move towards backward-integration in both RAC (Pantnagar and Chennai) plants. The Company is also exploring multiple avenues to safeguard its supply chain for compressor and other component manufacturing. With a focus on sustainable cash flow, a robust balance sheet, and continued strong creditworthiness among stakeholders, the Company is confident in investing adequate funds to continue its success journey. The cash and bank balance, including investments, remains robust and will be utilised to support various initiatives, including capex plans for expanding production capacities and growth avenues.

The Company also invested an additionalRs. 102.41 crores in Voltbek to support its accelerated growth.

The Companys credit rating has been confirmed at AA+ for long-term borrowings and A1+ for short-term borrowings by a reputed rating agency, enabling the Company to avail banking facilities at competitive rates.

Digital transformation through the adoption of new-age technology has made the Company more efficient. Cost optimisation across all functions, combined with tight control over working capital, resulted in generating a cash surplus during the year.

The Companys Investment Policy is guided by three important principles: safety, security, and liquidity. The Investment Committee prudently monitors the investments. As of 31 March, 2025, the Companys liquid investments (Mutual Funds, Bonds, ICDs, and Bank Fixed Deposits) stood atRs. 2,328 crores.

To safeguard against various macro uncertainties and drive sustainable profitability in the upcoming years, the Company will enhance its focus on implementing strategies to manage and reduce costs without compromising on quality or efficiency. It will also identify and mitigate financial risks to protect the Companys assets and ensure long-term stability, and use various working capital management initiatives to assess and improve resource utilisation.

The Company has a well-defined Forex policy, based on which its currency exposure is closely monitored to hedge forward risk in a structured and timely manner.

7. Tata Business Excellence Model (TBEM)

The Company remains steadfast in prioritising business excellence as a fundamental aspect of its growth strategy. This year, the Company actively engaged in several Tata Group initiatives, including Tata Innovista and eHackathon, underscoring our commitment to innovation and continuous improvement. Internally, the Company institutionalised the Voltas Innovista programme, which garnered an enthusiastic response with 23 entries this year. This initiative highlights employees creativity and dedication to fostering innovation within the Company.

This year, the Companys wholly owned subsidiary, Universal MEP Projects & Engineering Services Limited (UMPESL), participated in the Group-level Cluster Innovista Competition under the Infrastructure & Construction Cluster, with three entries advancing to the final rounds. UMPESL also participated in the Tata Business Excellence Model (TBEM) external assessment, achieving findings indicative of ‘Good Performance in the scoring band. This achievement underscores our commitment to upholding high standards of performance and fostering continuous improvement.

In terms of quality assurance, several quality process audits were conducted at major project sites. Additionally, the UPBG - Sales, Service, and Marketing functions successfully completed their recertification for the Quality Management System ISO 9001, reafirming our commitment to quality management. Furthermore, UMPESL conducted the Integrated Management System (IMS) Internal Auditor training programme, certifying 19 employees as IMS Internal Auditors. This initiative has significantly strengthened the pool of auditors, enhancing the internal audit capabilities.

8. IT Initiatives

The Company has undertaken several transformative initiatives under the ‘V-Vartana programme. Some key technological advancements included the migration of ERP from SAP ECC to S/4 HANA on RISE, as well as the entire messaging and collaboration suite from Google Workspace to Microsoft 365. The Company also moved its in-house applications to Azure cloud. These initiatives significantly boosted cloud adoption from 5% in 2022 to 65% in 2025. New digital solutions such as Arteria (Dealer Collaboration), Point of Sales (PoS) system for its Exclusive Brand Outlets (EBOs), SalesPulse (In-shop demo platform for customer enquiries, and ISD workforce management), Happay (Employee Spend Management), and OneBeat (Supply Chain Optimisation based on Theory of Constraints) were launched during the year.

The IT infrastructure was enhanced to support distribution and logistics, with major network upgrades and migration of on-premise infrastructure to Microsoft

Azure cloud. This created a highly flexible, scalable and secured IT infrastructure helping to modernise IT applications. Customer engagement was strengthened through various platforms, including omnichannel service touchpoints, and the launch of Voltas Consumer App. Employees collaboration was facilitated via the Microsoft 365 suite, while vendor interactions were streamlined through launch of an online vendor portal.

Going forward, the focus will be on expanding AI/ML use cases, enhancing cybersecurity, and improving customer experience and operation excellence in supply chain, manufacturing and procurement processes.

9. Safety, Health, and Environment (SHE)

The Company has made significant advancements in its Safety, Health, and Environment (SHE) initiatives, reinforcing its commitment to creating a safe and sustainable workplace.

Safety Culture Transformation: Voltas commenced its safety culture transformation journey in 2019 and is currently moving towards the ‘Independent phase on the Bradley Curve. This progress reflects the performance of employees, business partners, and workers. Key measures implemented include standardisation of SHE management; SHE strategy and goal settings; SHE leadership programmes; dedicated safety campaigns; digitisation of SHE processes; and health and environmental initiatives.

10. Sustainable Development

At Voltas, sustainability is not just a strategic priority but a core value that drives our operations and decision-making processes to create a positive impact on the environment and society at large.

The Company has drawn a blueprint to achieve the goals set by the Tata Group on Net Zero, Circularity and Biodiversity. Regarding Net Zero, our actions will be aligned to increasing the share of clean energy and enhancing efficiency in processes as well as products. Under Circularity, our focus areas would include reducing waste and water, moving towards zero waste to landfill for our operations and finding recycled alternates for virgin content. The Companys plant operations in Gujarat and Tamil Nadu are zero liquid discharge and practice water conservation.

In the coming year, the Company will undertake projects under biodiversity that align with nature-based solutions and provide community benefits.

The Company remains steadfast in its commitment to integrating ESG principles into every aspect of business and will continue to innovate and collaborate with stakeholders to drive sustainable growth and create long-term value.

11. Corporate Social Responsibility (CSR)

Based on the Tata Ethos of ‘Giving back to the community, Voltas has designed its CSR framework on three verticals:

(a) Sustainable livelihood, which emphasises skilling and employability building for marginalised youth and women.

(b) Community development, which focusses on issues like quality education, health and water.

(c) Issues of National Importance, which address national-level issues like disaster response/ mitigation and sanitation.

Afirmative action is a common thread for all the CSR initiatives of Voltas, and the projects undertaken actively work towards the inclusion of SC and ST communities, Women and People with Disabilities (PWD).

During financial year 2024-25, the Company spent

10.05 crores towards various CSR activities, in line with the requirements of Section 135 of the Companies Act, 2013 (Act). An amount ofRs. 2.17 crores in respect of ongoing projects, viz , the setting up of a medical facility in Chennai ( 2 crores) and development of course content in partnership with Tata Community Initiatives Trust for training youth in Manufacturing Skills ( 0.17 crore), has been transferred to the Unspent Corporate Social Responsibility Account opened by the Company in accordance with the provisions of Section 135(6) of the Companies Act, 2013.

Disclosure as per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, in the prescribed form (as amended), is enclosed as Annexure I to this Report. Details of the composition of the CSR Committee and meetings held during 2024-25 are disclosed in the Corporate Governance Report.

12. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries for the year 2024-25 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations, as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements, together with the Auditors Report thereon, form part of this Annual Report.

13. Subsidiary/Joint Ventures/Associate Companies

As of 31 March, 2025, the Company has 11 subsidiaries (direct and indirect), 3 joint ventures and 2 associate companies. During 2024-25, Universal MEP Projects Pte. Limited, Singapore (UMPPL), a step-down wholly owned subsidiary of the Company has incorporated a new wholly owned subsidiary, viz. Universal MEP Contracting L.L.C. in Dubai, United Arab Emirates. As per the requirements of Section 129(3) of the Act, a statement containing salient features of the financial statements of subsidiaries, joint ventures and associate companies in the prescribed Form No. AOC-1 is attached to the financial statements of the Company. Further, pursuant to Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements, along with relevant documents and separate audited accounts in respect of subsidiaries are available on the Companys website at: www.voltas.com. The Policy for determining material subsidiaries of the Company is also provided on the Companys website at: https://www.voltas.com/images/_ansel_image_ collector/DETERMINING_MATERIAL_SUBSIDIARY_ POLICY_1.pdf As of 31 March, 2025, the Company had one material subsidiary – Universal MEP Projects & Engineering Services Limited (UMPESL) in India. Mr. Aditya Sehgal, an Independent Director of the Company is on the Board of UMPESL, in accordance with the requirements of Regulation 24(1) of the Listing Regulations.

The performance of key operating subsidiary and joint venture companies in India is given below:

• UMPESL reported a turnover ofRs. 2,840 crores and profit before tax ofRs. 273 crores in 2024-25, as compared toRs. 2,868 crores andRs. 288 crores, respectively in the previous year.

• Voltbek Home Appliances Private Limited (Voltbek), the joint venture with Ar?elik A. . for Consumer White Goods, reported a turnover of

2,236 crores for 2024-25. During 2024-25, the Company investedRs. 102.41 crores in the share capital of Voltbek. The Companys total investment in Voltbek isRs. 836.92 crores, representing a 49% share in its paid-up capital ofRs. 1,708 crores.

Except as mentioned above, there were no material changes in the nature of the business of the subsidiaries, including associates and joint ventures during 2024-25.

14. Number of Board Meetings

During 2024-25, eight Board Meetings were held on 03 April, 2024; 07 May, 2024; 12 August, 2024; 14 August, 2024; 29 October, 2024; 17 December, 2024; 29 January, 2025 and 13 March, 2025. All the Board Meetings were held physically and the facility of participation at Board Meetings through video conferencing was provided to those Directors who had requested the same.

15. Policy on Directors Appointment and Remuneration, including Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the Remuneration Policy for Directors, KMPs and other employees. NRC has formulated the criteria for determining qualifications, positive attributes and independence of an Independent Director, as well as the criteria for Performance Evaluation of individual Directors, the Board as a whole and the Committees. The Companys policy on the appointment and remuneration of Directors, and other matters as provided in Section 178(3) of the Act, is disclosed in the Corporate Governance Report, which forms part of the Annual Report and is also available at the link mentioned below.

https://www.voltas.com/images/_ansel_image_ collector/DISCLOSURE_OF_REMUNERATION_POLICY_ FOR_DIRECTORS.pdf

16. Evaluation of Performance of Board, its Committees and Directors

Pursuant to the provisions of the Act and Listing Regulations, the Board evaluated its performance, Committees, and individual Directors. The performance of the Board as a whole, Committees and individual Directors was evaluated by seeking inputs from all Directors based on certain parameters as per the Guidance Note on Board Evaluation issued by SEBI such as: Board structure and composition; Meetings of the Board in terms of frequency, agenda, discussions and dissent, if any, recording of minutes and dissemination of information; Functions of the Board, including governance and compliance, evaluation of risks, stakeholder value and responsibility, Board and Management, including evaluation of the performance of the Management. The Directors also made their self-assessment on certain parameters – attendance, contribution at meetings, guidance and support extended to the Management. The feedback received from the Directors was discussed and reviewed by the Independent Directors at their separate Annual Meeting held on

06 March, 2025 and was shared with the NRC and Board. At the separate Annual Meeting of Independent Directors, the performance of Non-Independent Directors, including the Chairman, the Board as a whole and various Committees, was discussed. The Independent Directors in the said Meeting also evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. They expressed their satisfaction in respect thereof. The performance of the individual Directors, the performance and role of the Board and Committees were also discussed at the Board Meeting held on 07 May, 2025. The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

17. Statutory Auditors

At the 68 Annual General Meeting (AGM) held on 24 June, 2022, the Members of the Company approved the reappointment of S. R. B. C. & Co. LLP (SRBC) as Statutory Auditors of the Company for a second term of five years from the conclusion of the 68 AGM till the conclusion of the 73 AGM of the Company to be held in the year 2027, to examine and audit the accounts of the Company for five consecutive financial years between 2022-23 and 2026-27.

The Auditors Report for 2024-25 does not contain any qualification, observation, reservation or adverse remark.

18. Cost Auditors

The Company has maintained the accounts and cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The Board appointed M/s. Sagar and Associates, Cost Accountants, as the Cost Auditors for 2024-25, and they have been reappointed as Cost Auditors of the Company for 2025-26. Approval of the Shareholders is being sought for rati_cation of their remuneration at the ensuing AGM.

19. Secretarial Auditor

M/s. N. L. Bhatia and Associates, the Practising Company Secretaries, were appointed as Secretarial Auditors to undertake the Secretarial Audit of the Company for the year 2024-25. Their Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to this Report as Annexure II and does not contain any qualification, observation, reservation or adverse remark.

In line with the newly introduced requirements under the Listing Regulations, the Board has recommended the appointment of M/s. N. L. Bhatia and Associates as the Secretarial Auditor of the Company for conducting Secretarial Audit for a period of five consecutive years, commencing from 2025-26 to 2029-30, for approval of the Shareholders.

Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report of UMPESL, a material subsidiary of the Company, has also been annexed to this Report as Annexure III. The Secretarial Audit Report of UMPESL does not contain any qualification, reservation, or adverse remark.

20. Audit Committee

The Audit Committee comprises Mr. Jayesh Merchant, Mr. Arun Kumar Adhikari and Mr. Aditya Sehgal, all of whom are Independent Directors, in line with Section 177 of the Act. Mr. Aditya Sehgal was appointed as a Member of the Committee with effect from 01 September, 2024.

Mr. Zubin Dubash and Mr. Debendranath Sarangi ceased to be Members of the Committee on 09 August, 2024, and 01 September, 2024, respectively. The Board accepted all the recommendations made by the Audit Committee from time to time. Details of Audit Committee Meetings held during the year 2024-25 are disclosed in the Corporate Governance Report.

21. Internal Financial Controls

The Internal Financial Controls (IFCs), their adequacy and operating effectiveness, are included in the Management Discussion and Analysis, which forms part of the Annual Report. The Auditors Report also includes their reporting on IFCs over Financial Reporting.

22. Reporting of Fraud

No instances of fraud were reported by the Auditors under Section 143(12) of the Act.

23. Risk Management

Pursuant to Section 134(3)(n) of the Act and Regulation 21 of Listing Regulations, the Company has a Risk Management Committee (RMC) comprising Mr. Jayesh Merchant, Mr. Arun Kumar Adhikari and Mr. Aditya Sehgal, all Independent Directors. Mr. Aditya Sehgal was appointed as a Member of the Committee with effect from 01 September, 2024. Mr. Zubin Dubash and Mr. Debendranath Sarangi ceased to be Members of the Committee on 09 August, 2024, and 01 September, 2024, respectively. The Company has formulated a Risk Management Policy to establish an effective and integrated framework for the Risk Management process. During 2024-25, three meetings were held on

14 May, 2024; 04 October, 2024; and 12 March, 2025, wherein, the top risks and relevant mitigation measures identified for the Company were reviewed and discussed.

24. Particulars of Employees

The information required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:

(a) The ratio of each Directors remuneration, to the median remuneration of the Companys employees for 2024-25:

Directors	Ratio to
	Median
	Remuneration
Mr. Noel Tata	3.88
Mr. Vinayak Deshpande	2.14
Mr. Arun Kumar Adhikari	3.23
Mr. Saurabh Agrawal	0.34
Mr. Jayesh Merchant	1.26
Directors		Ratio to
		Median
		Remuneration
Mr. Aditya Sehgal		*
(w.e.f 30 August, 2024)
Mr. Pheroz Pudumjee		*
(w.e.f 30 August, 2024)
Ms. Sonia Singh		*
(w.e.f. 07 March, 2025)
Mr. Zubin Dubash		*
(up to 08 August, 2024)
Mr. Debendranath Sarangi		*
(up to 31 August, 2024)
Mr. Bahram N. Vakil		*
(up to 31 August, 2024)
Ms. Anjali Bansal		*
(up to 08 March, 2025)
Executive Directors
Mr. Pradeep Bakshi		66.91
Managing Director & CEO
Mr. Mukundan C. P. Menon		36.02
Executive Director & Head-RAC

*Since the remuneration of these Directors is only for part of the year, the ratio of their remuneration to median remuneration is not comparable and hence not stated.

Note: The ratio of Remuneration of Directors was computed based on sitting fees paid during 2024-25 and commission paid for 2023-24 in 2024-25. However, in line with the internal guidelines, no commission was paid to Mr. Saurabh Agrawal for 2023-24, as he was in full-time employment with another Group company. He was paid sitting fees only.

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in 2024-25:

Directors, Chief Executive	% Increase/
Officer, Chief Financial Officer	(Decrease) in
and Company Secretary	Remuneration
	in 2024-25
	over 2023-24
Mr. Noel Tata	73.90
Mr. Pradeep Bakshi	18.14
Mr. Vinayak Deshpande	132.09
Directors, Chief Executive	% Increase/
Officer, Chief Financial Officer	(Decrease) in
and Company Secretary	Remuneration in 2024-25 over 2023-24
Mr. Arun Kumar Adhikari	62.28
Mr. Saurabh Agrawal	14.29
Mr. Mukundan C. P. Menon	**
Mr. Jayesh Merchant	**
Mr. Aditya Sehgal	*
(w.e.f 30 August, 2024)
Mr. Pheroz Pudumjee	*
(w.e.f 30 August, 2024)
Ms. Sonia Singh	*
(w.e.f. 07 March, 2025)
Mr. Zubin Dubash	*
(up to 08 August, 2024)
Mr. Debendranath Sarangi	*
(up to 31 August, 2024)
Mr. Bahram N. Vakil	*
(up to 31 August, 2024)
Ms. Anjali Bansal	*
(up to 08 March, 2025)
Mr. Jitender P. Verma	2.05
(Chief Financial Officer)
Mr. V. P. Malhotra	*
(Company Secretary up to
14 August, 2024)
Mr. Ratnesh Rukhariyar	*
(Company Secretary w.e.f.
15 August, 2024)

*Since the remuneration paid is for part of the year (2024-25), the percentage increase in their remuneration is not comparable and hence not stated. **Since the remuneration paid is for part of the year (2023-24), the percentage increase in their remuneration is not comparable and hence not stated.

(c) Percentageincreaseinthemedianremuneration of employees in 2024-25:

7.18%

(d) Number of permanent employees on the rolls of the Company:

2,130 employees.

(includes 218 Fixed Term Contract employees on the rolls of the Company)

(e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof, and point out if there were any exceptional circumstances for an increase in managerial remuneration:

The average percentile increase in salary of employees other than managerial personnel was 5.56%. The average percentile increase in managerial remuneration was 14.46% in 2024-25 over 2023-24. Employees in India as of 01 April, 2024 and also on 31 March, 2025, were only considered.

(f) Afirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company afirms that the remuneration paid was as per the Remuneration Policy of the Company.

(g) A statement containing names of the top ten employees, in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure in this Report. Further, the Report and the Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is open for inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

25. Employee Stock Option, Sweat Equity and Equity Shares with Di_erential Voting Rights

The Company did not issue any Employee Stock Options, Sweat Equity shares or Equity shares with differential voting rights during 2024-25.

26. Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Act relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo is given as Annexure IV to this Report.

27. Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of the Act and the Companys Articles of Association, Mr. Noel Tata and Mr. Saurabh Agrawal retire by rotation and, being eligible, offer themselves for re-appointment.

Mr. Pradeep Bakshi, Managing Director & CEO of the Company, had expressed his desire not to seek reappointment as the Managing Director & CEO upon completion of his current term on 31 August, 2025. Respecting this decision, the Board accepted the request of Mr. Pradeep Bakshi. The Board also approved the appointment of Mr. Mukundan C. P. Menon, currently Executive Director & Head - Room Air Conditioner Business, as the Managing Director of the Company effective 01 September, 2025 to hold office up to 24 May, 2027, subject to the approval of the Shareholders.

Mr. Zubin Dubash ceased to be a Director of the Company upon completion of his term as Independent Director on 08 August, 2024. Mr. Debendranath Sarangi and Mr. Bahram Vakil ceased to be Directors of the Company upon completion of their respective terms as Independent Directors on 31 August, 2024. Ms. Anjali Bansal ceased to be a Director of the Company upon completion of her term as Independent Director on 08 March, 2025.

Mr. Aditya Sehgal and Mr. Pheroz Pudumjee were appointed, by the Board, as Independent Directors for a term of 3 years commencing from 30 August, 2024 up to 29 August, 2027 and the same was approved by the Shareholders by Postal Ballot on 21 November, 2024.

Ms. Sonia Singh was appointed by the Board, as an Independent Director for a term of 5 years commencing from 07 March, 2025 up to 06 March, 2030. Approval of the Shareholders is being sought by a postal ballot, which has since been sent to the Shareholders.

Mr. V. P. Malhotra (Head-Taxation, Legal and Company Secretary) and Mr. Jitender Pal Verma (Chief Financial Officer) superannuated from the services of the Company on 14 August, 2024 and 31 March, 2025, respectively.

Mr. Ratnesh Rukhariyar was appointed as the Company

Secretary from 15 August, 2024 and Mr. K. V. Sridhar was appointed as the Chief Financial Officer from 01 April, 2025.

The Board placed on record their gratitude and appreciation for the valuable contributions made by Mr. Zubin Dubash, Mr. Debendranath Sarangi, Mr. Bahram Vakil and Ms. Anjali Bansal, during their association with the Company as Independent Directors. The Board also placed on record their appreciation for the services rendered by Mr. V.P. Malhotra during his long tenure as the Company Secretary and Mr. Jitender Pal Verma, as the Chief Financial Officer of the Company.

Mr. Pradeep Bakshi (Managing Director & CEO), Mr. Mukundan C. P. Menon (Executive Director & Head – Room Air Conditioner Business), Mr. Jitender Pal Verma (Chief Financial Officer) and Mr. Ratnesh Rukhariyar (Company Secretary) were the Key Managerial Personnel (KMPs) of the Company as of 31 March, 2025, in line with the requirements of Section 203 of the Act.

Mr. Pradeep Bakshi, Managing Director & CEO of the Company, is also the Managing Director of Universal MEP Projects & Engineering Services Limited (UMPESL), a wholly owned subsidiary of the Company. Mr. Pradeep Bakshi does not draw any remuneration from UMPESL. No other Director is the Managing Director or Whole-time Director of any subsidiary of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them (if any) to attend Meetings of the Board and Committees of the Company.

28. Declaration by Independent Directors

Pursuant to Section 149(7) of the Act, the Company received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors confirmed that they were not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management. The Board of Directors of the Company took on record the declaration and confirmation submitted by the Independent Directors after undertaking a due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors possess the requisite qualifications, experience, and expertise and they hold high standards of integrity. The Independent Directors complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also confirmed that their registration with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs complies with the requirements of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

29. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f ) of the Listing Regulations, as amended, the Business Responsibility and Sustainability Report in the prescribed format forms part of this Annual Report.

30. Corporate Governance

Pursuant to Schedule V to the Listing Regulations, Management Discussion and Analysis, Corporate

Governance Report and Auditors Certificate regarding compliance with the conditions of Corporate Governance form part of the Annual Report. A declaration signed by the Managing Director regarding compliance with the Code of Conduct by the Board Members and Senior Management Personnel also forms part of the Annual Report. The Code of Conduct and various other policies are available on the website of the Company at: https:// www.voltas.com/about/corporate-governance

31. Details of the Establishment of the Vigil Mechanism for Directors and Employees

The Company has adopted a Whistle Blower Policy (the Policy) as required under Section 177 of the Act and Listing Regulations. The Policy provides a mechanism for Directors and employees of the Company to approach the Ethics Counsellor or Chairman of the Audit Committee of the Company in case of any concern. The Whistle Blower Policy can be accessed on the Companys website at:

https://www.voltas.com/images/_ansel_image_collector/ WHISTLE_BLOWER_POLICY_1.pdf

32. Particulars of Loans, Guarantees or Investments under Section 186 of the Act during 2024-25

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, made during the year, as also given in the Notes to the financial statements, are given below:

Name of the Entity	Nature of Transaction	Particulars of Loan, Guarantees Given or Investments Made during 2024-25		The Purpose for which the Loans, Guarantees and Investments are proposed to be utilised
		Investment/ICD	Guarantee
		(Rs. in crores)	(Rs. in crores)
HDB Financial Services Limited	Investment in Bonds	19.83	-	General Corporate Purpose
Voltas Netherlands B.V.*	Subscription of Shares	177.47	-	Strategic Investment
Tata Consumer Products Limited	Subscription of Rights	0.72	-	Strategic Investment
	Equity Shares
Bajaj Finance Limited	Investment in Bonds	29	-	General Corporate Purpose
	Inter Corporate Deposit	20	-
Tata International Limited	Investment in Bonds	100	-	General Corporate Purpose
ICICI Home Finance Limited	Inter Corporate Deposit	24.95	-	General Corporate Purpose
Mahindra and Mahindra Financial Services Limited	Inter Corporate Deposit	50	-	General Corporate Purpose
Voltbek Home Appliances Private Limited	Subscription of Rights Equity Shares	102.41	-	Strategic Investment

*wholly owned subsidiary

33. Particulars of Contracts or Arrangements with Related Parties

During the year under review, the Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, along with justification for entering such contracts or arrangements in Form AOC-2, do not form part of the report, as the same is not applicable.

34. Secretarial Standards

The Company complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

35. Details of Significant and Material Orders passed by the Regulators/Courts/Tribunal

No significant and material orders were passed by the Regulators, the Courts, or Tribunals impacting the going concern status and the Companys operations in the future.

36. Proceeding under the Insolvency and Bankruptcy Code, 2016

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as of 31 March, 2025.

37. Deposits from Public

The Company did not accept any deposits from the public, and as such, no amount on account of principal or interest on deposits from the public was outstanding as of 31 March, 2025.

38. Directors Responsibility Statement

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external agencies, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the

Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during 2024-25. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, based on the assurance given of the business operations, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards were followed, and there were no material departures;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (iii) they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going-concern basis; (v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and (vi) they have devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return for 2024-25 is available on the Companys website at: https://www.voltas.in/file-uploads/general/ AnnualReturn2024-25.pdf.

40. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment in the workplace and has adopted a ‘Respect for

Gender Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules thereunder. As per the requirement of the POSH Act, the Company has formed an Internal Committee to address complaints pertaining to sexual harassment in the workplace. The Company received one complaint during 2024-25, which was investigated by the Internal Committee and the matter was closed after taking necessary action.

41. Other Disclosures

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

(a) issue of equity shares with differential voting rights as to dividend, voting or otherwise;

(b) issue of shares (including sweat equity shares) to directors or employees of the Company under any scheme; (c) raising of funds through preferential allotment or qualified institutional placement; (d) instance of a one-time settlement with any bank or financial institution.

42. General

The Notes forming part of the Accounts are self-explanatory or, to the extent necessary, have been dealt with in the preceding paragraphs of the Report.

	On behalf of the Board of Directors
	Noel Tata
Date: 07 May, 2025	Chairman
Place: Mumbai	(DIN: 00024713)