Voltas Ltd. — Capital/Financing Update 2025

Mar 13, 2025

13[th] March, 2025

BSE Limited National Stock Exchange of India Limited Department of Corporate Services Listing Department Phiroze Jeejeebhoy Towers Exchange Plaza Dalal Street Bandra-Kurla Complex Mumbai 400 001 Bandra (East), Mumbai 400 051 Scrip Code: 500575 NSE Symbol: VOLTAS

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

Dear Sirs,

The Board at its Meeting held today, i.e. 13[th] March, 2025, has approved transfer of overseas branches of the Company (‘Voltas’) at Dubai and Abu Dhabi in UAE to Universal MEP Contracting L.L.C. (‘UMCL’), Dubai, UAE, a wholly owned subsidiary of Universal MEP Projects Pte Limited (‘UMPPL’), a step down wholly owned subsidiary of Voltas in the Republic of Singapore.

Accordingly, Voltas would transfer the Ongoing Projects and Projects under Defects Liability Period (‘DLP’) of Dubai and Abu Dhabi branches to UMCL respectively, as a going concern on a slump sale basis along with its related assets and liabilities, the relevant employees, PreQualifications (PQs), etc. The transfer of the aforesaid projects would be through Business Transfer Agreements (‘BTAs’) to be executed between Voltas and UMCL. The completed projects of these two branches would continue to remain in Voltas and would be closed and reported to the Authorized Dealer and the Reserve Bank of India, if required.

As earlier reported from time to time, the internal re-structuring of overseas business operations of the Company, including transfer of shareholding of overseas subsidiaries / joint ventures (which has since been completed and reported) is primarily to house the international business operations of the Company under a separate entity, i.e. UMPPL, Singapore. With consummation of the BTAs as referred to above, the branch business operations of Voltas in Dubai and Abu Dhabi relating to ongoing projects and projects under DLP, would also get housed under UMPPL.

As UMPPL is a step down wholly owned subsidiary of Voltas, the economic interest of Voltas remains intact at a consolidated level as Voltas continues to remain the Ultimate Parent Company.

The relevant details as required under SEBI Listing Regulations read with relevant SEBI circular are provided in the enclosed Annexure.

The Board Meeting commenced at 10:30 a.m. and concluded at 4.00 p.m.

This is for your information and records. The above information is also being made available on the Company’s website at www.voltas.com.

Thanking you,

Yours faithfully,

For Voltas Limited

RATNESH Digitally signed by RATNESH PRASAD PRASAD RUKHARIYAR RUKHARIYAR Date: 2025.03.13 17:53:44 +05'30'

Ratnesh Rukhariyar

Company Secretary & Compliance Officer

Encl.: a/a

Corporate Management Office

Registered Office Voltas House 'A’ Dr Babasaheb Ambedkar Road Chinchpokli Mumbai 400 033 India Tel 91 22 66656290 66656258 e-mail shareservices@voltas.com website www.voltas.com Corporate Identity Number L29308MH1954PLC009371

ANNEXURE

Details under Regulation 30(6) read with Para A of Schedule III of the SEBI Listing Regulations and relevant SEBI Circular:

Sr. No.	Particulars	Response
1.	Name of the entities involved and their details such as size, turnover, etc.	Voltas Limited (‘Voltas’) and Universal MEP Contracting L.L.C. (‘UMCL’). The standalone Revenue from Operations of Voltas Limited (‘Voltas’) for the financial year 2023-24 was ₹ 8687.63 crores. UMCL has been recently incorporated in January 2025 in Dubai, UAE, as a wholly owned subsidiary of Universal MEP Projects Pte Limited (UMPPL), which is a step down wholly owned subsidiary of Voltas.
2.	The amount and percentage of the turnover or revenue or income and net worth contributed by such unit or division of the listed entity during the last financial year	Total Revenue of Voltas’ Dubai and Abu Dhabi branches (for ongoing projects and projects under DLP) for the financial year 2023-24 was ₹ 270.39 crores. (3.11 % of total revenue of Voltas for 2023-24) Being branch offices of Voltas, no separate Net Worth for the projects being transferred is applicable.
3.	Date on which the agreement for sale has been entered into	The Business Transfer Agreements (‘BTAs’) are expected to be executed on or before 30thJune, 2025.
4.	The expected date of completion of sale / disposal	Subject to satisfactory completion of the Conditions Precedent (including necessary approvals and procedures as may be required) and in accordance with the provisions of the respective BTAs, the transactions are expected to be consummated by 30thSeptember, 2025 or such other extended date as may be mutually agreed between the parties.
5.	Consideration received from such sale / disposal	Total Consideration could be in the range of ₹ 45 crores to ₹ 70 crores, subject to necessary adjustments and Net Asset Value (‘NAV’) of these transferred projects as on the ‘Closing Date’, in accordance with the provisions of the BTAs.
6.	Brief details of buyers and whether any of the buyers belong to the promoter/ promoter group/group companies. If yes, details thereof	Refer to details provided at Serial Number 1 above.
7.	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "Arm’s length"	Since UMCL is a step-down wholly owned subsidiary of Voltas, the transactions are related party transactions. The transactions would be on arms’ length basis and consideration would be based on the NAV of the transferred projects as on the‘Closing Date’as certified

Corporate Management Office

Registered Office Voltas House 'A’ Dr Babasaheb Ambedkar Road Chinchpokli Mumbai 400 033 India Tel 91 22 66656290 66656258 e-mail shareservices@voltas.com website www.voltas.com Corporate Identity Number L29308MH1954PLC009371

Sr. No.	Particulars	Response
		by an Independent Valuer.
8.	Area of business of the entity(ies)	UMCL is incorporated with the object of engaging in Mechanical, Electrical and Plumbing (MEP) Projects and other allied activities. Voltas is engaged in Consumer Products business comprising Air Conditioners, Air Coolers, Water Heaters, Commercial Air Conditioners, Commercial Refrigeration Products like Visi Coolers, Freezers, Water Coolers, Water Dispensers, Cold Rooms, Medical Refrigeration equipment and overseas MEP projects, etc.
9.	Rationale	The primary objective is to house the international business operations of the Company under a separate entity, i.e. UMPPL, Singapore as explained in the covering letter.
10.	In case of cash consideration - amount or otherwise share exchange ratio	Refer to details provided at Serial Number 5 above for consideration
11.	Brief details of change in shareholding pattern (if any) listed entity	There will be no change in shareholding pattern of Voltas due to these transactions.
12.	Whether the sale, lease or disposal of the undertaking is outside Scheme of Arrangement? If yes, details of the same including compliance with Regulation 37A of SEBI Listing Regulations	The transfer of the Ongoing projects and projects under DLP are though BTAs and the details of the BTAs would be shared once the same are executed. The provisions of Regulation 37A of the SEBI Listing Regulations are not applicable to these transactions

Corporate Management Office Registered Office Voltas House 'A’ Dr Babasaheb Ambedkar Road Chinchpokli Mumbai 400 033 India Tel 91 22 66656290 66656258 e-mail shareservices@voltas.com website www.voltas.com Corporate Identity Number L29308MH1954PLC009371