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

1. Financial Results

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,
India's 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
Gross Domestic Product (GDP).The Government's budget
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-efficient
products. The Company's 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 Company's 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 Company's 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 Company's 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, Voltbek's 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 Voltbek's 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 Voltbek's 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. Voltbek's 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, the business adopted a selective project booking strategy
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
Company's favour. While the collection of proceeds could
take some time, the Company's 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 of ' 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
Project's business and the Company's 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 Company's 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 team's 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 Company's 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 at ' 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 was ' 1,317 crores, and
the consolidated net profit after tax was ' 834 crores. Voltas
ended the year with an earnings per share of ' 25.43 (face
value per share of ' 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
Company's 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 Company's 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 of ' 20 crores was transferred to the General
Reserve out of the Profit available for appropriation.

4. Dividend Distribution Policy

I n 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 Company's shareholders
with a dividend and conserving resources to meet
its future requirements. The Policy is available on the
Company's website at:

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

DIVIDEND_DISTRIBUTION_POLICY_1.pdf

5. Dividend

Based on the Company's performance and keeping in
mind the shareholders' interest, the Directors recommend
a dividend of ' 7 per equity share of ' 1 each (700%) for
the year 2024-25 (2023-24: 550%). The dividend would
result in a cash outflow of around ' 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 around ' 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 additional ' 102.41 crores
in Voltbek to support its accelerated growth.

The Company's 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 Company's 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 Company's liquid
investments (Mutual Funds, Bonds, ICDs, and Bank Fixed
Deposits) stood at ' 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 Company's
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 Company's 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, reaffirming 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 Company's 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.

Affirmative 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 of ' 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
Auditor's 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 Company's website at: www.voltas.com.
The Policy for determining material subsidiaries of the
Company is also provided on the Company's website at:
https://www.voltas.com/images/_a nsel_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 of ' 2,840 crores
and profit before tax of ' 273 crores in 2024-25,

as compared to ' 2,868 crores and ' 288 crores,
respectively in the previous year.

• Voltbek Home Appliances Private Limited
(Voltbek), the joint venture with Arpelik A.§. for
Consumer White Goods, reported a turnover of
' 2,236 crores for 2024-25. During 2024-25, the
Company invested ' 102.41 crores in the share
capital of Voltbek. The Company's total investment
in Voltbek is ' 836.92 crores, representing a 49%
share in its paid-up capital of ' 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 Company's
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
ratification 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.

I n 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 Auditor's 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 Director's remuneration, to
the median remuneration of the Company's
employees for 2024-25:

*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:

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

The Company affirms 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 Differential 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
Company's 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 Auditor's 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 Company's website at:

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

WHISTLE_BLOWER_POLICY_1.pdf

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 Company's 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
Company's 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) t hey 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 Company's
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) i ssue of equity shares with differential voting rights
as to dividend, voting or otherwise;

(b) i ssue 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)