Voltas Ltd. — Capital/Financing Update 2021

Feb 12, 2021

12~ February, 2021

To, The General Manager Corporate Relationship Department BSE Limited PhiToze Jeejeebboy Towers Dalal Street, Mumbai - 400 00 1

National Stock Exchange of lndia Limited Listing Department Exchange Plaza Bandra· Kurla Complex Bandra (East), Mumbai 400 051

Dear Sirl Madam,

Sub: Intimation pursuant to Regulation 30 of the SEel (LODR) Regulations. 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, we wish to inform you that the Board of Directors of the Company have at its Meeting held on 12th February, 2021 , approved the transfer of its domestic Projects business relating to Mechanical Electri cal and Plumbing (MEP) I Heating, Ventilation and Air-Conditioning (HVAC) and Water projects, Mining and Construction Equipment (M&CE) business and Textile Machinery Division (TMD) to its wholly owned subsidiary viz. Universal MEP Projects & Engineering Services Limited ('UMPESL') (formerly Rohini lndustrial Electrieals Limited) by slump sale through a Business Transfer Agreement (' Proposed Transaction') to be executed between the Company and UMPESL. The details required, as per SEBI Circular vide CIRlCFD/CMD/4/2015 dated 9th September, 2015, are enclosed as Annexure 1.

Kindly take the aforesaid information on record.

Yours faithfully, VO ED (V. P, MALHOTRA) Viee President· Taxation. Legal & Company Secretary

Ene.

VOLTJlS LIMITED

Corporate Management Offiu Registered Office Vollas House 'A' Dr Babasilneb Ambedkilr Road Cnil'lcnpokli Mumba, 400 033 Tel 91 226665625166656258 Fax 91 22666563 11 e·mail vpmalnotra. voltas.com websilewww.voltas.com Corporate Identity Number l29308MH1954PlCOO9371

A TATA Enterprrse

VOLTAS

Annexure 1

	Res oose
I Serial No.Iturnover or revenue or income andthe last financial year	Revenue for domestic Projects businessrelating to MEPfHV AC and Water projects,MiningandConstructionEquipment(M&CE) business and Textile MachineryDivision (TMD) (herein after referred to as'DomesticProjectsandEngineeringBusiness') for the financial year 20\9-20n ,077of totalwascrores.[14.06%revenue of Volt as Limited (,Voltas')J.
	Net Worth of Domestic Projects andEngineering Business as at 31 st March,2020 was ~227 crores (5.73% of total NetWorth of Volt as).
Date on which the agreement forsale has been entered into	TheProposedTransactionhasbeenapproved by the Audit Committee at itsMeeting held on 19'" January, 2021 and bythe Board at its Meeting held on12thFebruary. 2021.The Business TransferAgreement(' BTA ')isexpected tobeexecuted on or before 31 5t March, 2021.
The expected date of completion ofsale/disposal	Subject to satisfactory completion of theconditions precedent (including consentsfrom counter parties, lenders and othernecessary approvals) by the parties and inaccordance with the other provisions ofBTA, the transaction is expected to beconsummated by the end of September2021 or such other date as may be mutuallyagreed between the parties.
Consideration received from suchsale/disposal	Cash consideration for Domestic ProjectsandEngineeringBusinessbeingtransferred would be in the range of ~IOOOcraTes to ~1200 crores, subject to necessaryadjustments,inaccordancewiththeprovisions of theBTA andapplicableaccounting policies.
	ParticularsThe amount and percentage of thenet worth contributed by such unitor division of the listed entity during

VOLTIIS

s.	Brief details of buyers and whetherany of the buyers belong to thepromoter/ promoter group/groupcompanies. If yes, details thereof	Universal MEP Projects & EngineeringServices Limited ('UMPESL') (fomlerlyRohini Industrial Electricals Limited) is awholly owned subsidiary of Volt as Limitedand is engaged in the business of ruralelectrification worksand EPe projectsrelated to solar power.
6.	Whether the transaction would fallwithin related party transactions?If yes, whether the same is done at"Arms length"	SinceUMPESLisawhollyownedofsubsidiaryVoltasLimited,thetransaction is a related party transaction.The consideration for sale is detenninedbasisanindependentvaluation.Thetransaction will be undertaken at Arm'sLength.
		The financial statements of UMPESL areconsolidated with Voltas Limited and areapproved by the Shareholders at the AnnualGeneral Meeting.
7.	Area of business of the entity(ies)	UMPESL: UMPESL is currently engagedin the business of rural electrification worksand EPC projects related to solar power,and upon consummation of the ProposedTransaction,willalsoundertaketheof&businessMechanicalElectricalPlumbing (MEP) / Heating Ventilation &Air-Conditioning(HV AC)andWaterprojects,SalesandServiceactivitiesrelatingtoMiningandConstructionEquipment business and Textile Machinerybusiness.Voltas:ConsumerProductsbusinesscomprising Air Conditioners, Air Coolers,
		Commercial Air Conditioners, CommercialRefrigeration Products like Visi Coolers,Freezers, Water Coolers, Water Dispensers,etc. (Sales and Service).
8.	Rationale	To focus on B2C businesses and B2Bbusinesses, independent of each other, andtoexpandtheirrespectivegrowths.Further, segregation of the businesses inseparate entities will also lead to(i) more direct and meaningful comparisonwithindustrypeersi.e.benchmarkingbusiness performance with industry;

		by(ii)financialeasecanbeattainedoptimum utilisation of resources;(iii) commercial ease can be attained byexecution of projects under one entity;(iv) flexibility to Voltas to expand businessfurther in 82C space.
9.	case of cashconsideration -Inorshareamountotherwiseexchange ratio	Refer to details provided at Serial Number4 above for consideration
10.	ofBriefchangeindetailsofshareholding pattern(if any)listed entity	No change in shareholding pattern of theCompany is envisaged as a part of theProposed Transaction.

VOLTAS LIMITED (V. P. ~ MALHOTRA) Vice President - Tax.ation, Legal & Company Secretary