2. OPERATIONS

The global economic environment in recent years has
been marked by geopolitical tensions, volatile energy
markets and shifting trade dynamics, resulting in
intermittent supply chain disruptions and cost pressures.
The Indian economy however remained resilient
supported by robust domestic demand and public capital
expenditure. Within this context, Voltas Limited sustained
operational momentum during 2025-26 through
measured execution, strong market presence and a
diversified business model.

During 2025-26, the Company operated amidst uneven
demand conditions, with the first half of the year impacted
by delayed summer, unseasonal weather patterns and
consequent disruption in demand for temperature-
sensitive products. The second half of the year witnessed
a recovery driven by improved affordability following
GST rationalisation for consumer durables, festive season
demand and channel inventory normalisation.

For the yea r ended 31 March, 2026, the Company reported
a consolidated total income of '14,483 crores, compared
to '15,737 crores in the previous year. The profit before tax
stood at '557 crores, while the profit after tax amounted
to '370 crores.

The Company's performance during the year was
supported by its diversified business portfolio, strong
distribution reach, calibrated production planning,
continued focus on cost optimisation and working capital
management.

The Unitary Cooling Products business continued to
be the Company's principal contributor to revenue.
Voltas' Room Air Conditioner business retained its
No. 1 market share in 2025-26, sustaining a clear lead over
the nearest competitor despite a significantly disrupted
operating environment.

The Room Air Conditioners (RAC) business experienced
a challenging first half of the year on account of delayed
onset of summer and early monsoon conditions, which

shortened the peak selling season. However, demand
recovered in the second half, supported by GST rate
reduction, transition to revised Bureau of Energy Efficiency
(BEE) norms and increasing consumer preference
for energy-efficient products. Focused initiatives around
portfolio premiumisation, expansion across Tier 2 and
Tier 3 markets, strengthening of trade channels and
increasing contribution from digital and e-commerce
platforms enabled the Company to sustain its leadership
position in the RAC market.

Manufacturing operations remained robust during the
year, supported by capacity ramp-up and increased
backward integration at the Chennai and Waghodia
facilities. These initiatives strengthened supply chain
security, reduced dependence on imports and enhanced
responsiveness to demand variability.

Voltbek continues to play a strategic role in Voltas' long¬
term vision of building a scaled and diversified consumer
durables platform, with an 8.6% YTD market share in
Washing Machines and 6.2% in Refrigerators in a sluggish
market. The venture sold approximately 4 million units
in 2025-26, achieving volume growth through a value-
for-money product positioning and consumer-relevant
innovations including hard water wash technology.
Voltbek holds its No. 2 position in the semi-automatic
washing machine category. Over the last year, Voltbek
has accelerated its transformation journey through
deeper localisation and stronger consumer engagement
initiatives aimed at strengthening its position in the highly
competitive home appliances market. While growth was
sustained across categories, profitability was affected by
the product mix and subdued industry growth.

Going forward, Voltbek will focus on expanding its energy-
efficient, innovation-led portfolio, refining product mix,
and scaling distribution to progress toward breakeven and
strengthen its role within Voltas' home solutions ecosystem.

The Commercial Air Conditioning business grew during
the year, driven by demand from infrastructure, industrial
facilities, semi-conductor and commercial real estate.
Higher contribution from margin-accretive products
such as Low-Temperature chillers and VRF systems, along
with growth in Annual Maintenance Contracts (AMCs),
supported profitability.

The Commercial Refrigeration business continued to
contribute towards diversification of the Company's
revenue base. The business growth was supported

by expansion into applications across food service,
healthcare, cold chain and institutional customers. The
manufacturing facility at Waghodia, enabled improved
control over product quality, delivery timelines and cost
structures, while supporting new product introductions,
including eco-friendly refrigerant solutions and specialised
medical refrigeration.

The Air Coolers and Water Heaters businesses continued
to scale during the year, albeit with demand impacted
by seasonal volatility. Revenues from these categories
were supported by refreshed product offerings, wider
distribution reach and targeted channel initiatives.

The Electro-Mechanical Projects and Services consisting
of Domestic as well as International projects reported
steady revenues during 2025-26 with closing order pad
of '6,200 crores.

The Domestic Projects business, operated through
Universal MEP Projects & Engineering Services Limited,
continued to focus on quality-led growth, selective
bidding and robust execution governance. Revenues
from the domestic projects was driven by execution
across industrial, water, electrical and renewable energy
projects, while maintaining focus on profitability and
return on capital employed.

The International Projects business maintained stable
performance during the year through a selective and
risk-calibrated approach to project acquisition across the
UAE and Saudi Arabia. Strong project execution discipline,
improved collections and progress in resolution of legacy
matters supported financial performance.

The Engineering Products and Services segment,
comprising the Mining and Construction Equipment
business and the Textile Machinery Division, reported
stable revenues. The Mining and Construction Equipment
business benefited from continuity in operations and
maintenance contracts and infrastructure-linked demand,
though margins remained under pressure due to the
revenue mix. The Textile Machinery Division continued to
face subdued capital expenditure in the textile sector and
Tariff related volatility, partially offset by stable after sales
and service revenues.

Overall, the Company's operations during 2025-26 were
characterised by disciplined execution, strengthened
manufacturing capabilities, diversification of revenue

streams and prudent financial management. With a
healthy balance sheet, expanded domestic manufacturing
footprint and sustained focus on operational efficiency
and governance, the Company remains well positioned
to capitalise on long-term growth opportunities
across consumer durables, engineering services and
infrastructure solutions.

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/storage/_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 '4 (Rupees four) per equity share of
'1 each (400%) for the year 2025-26 (2024-25: 700%). The
dividend would result in a cash outflow of around '132.35
crores, reflecting a payout of 38.82% of the Net Profit.
The dividend recommended is in accordance with the
Company's Dividend Distribution Policy.

The dividend on equity shares is subject to the Shareholders'
approval at the 72^nd Annual General Meeting (AGM)
scheduled to be held on 30 June, 2026. The Record Date for
the purpose of payment of the dividend for the year ended
31 March, 2026, is 12 June, 2026.

6. FINANCE

During 2025-26, the Company maintained a strong focus
on disciplined cash management, cost optimisation,
forecasting accuracy and prudent cost planning.
Despite a challenging operating environment marked

by weather-related demand volatility, commodity and
currency price fluctuations and global uncertainties, the
Company recorded revenue of ' 14,245 crores for the year.
Profit after tax stood at ' 370 crores, supported by pricing
discipline, cost governance and calibrated channel
interventions.

Over the past few years, the Company has continued
to align its capital allocation with the Government's
'Make-in-India' and self-reliance initiatives. Investments
undertaken towards greenfield manufacturing capacity
for Room Air Conditioners and Commercial Refrigeration
products at facilities in Chennai and Waghodia respectively
progressed further during the year. Both plants continued
their ramp-up during 2025-26, with utilisation levels
improving progressively. While under-absorption of fixed
costs impacted margins during the transition phase, these
facilities are expected to become increasingly margin-
accretive as volumes stabilise, and localisation deepens.

During the year, the Company incurred capital
expenditure primarily towards capacity enhancement,
localisation initiatives, automation and productivity
improvement. These investments were funded mainly
through internal accruals. Strategic initiatives towards
backward integration at the Chennai and Pantnagar RAC
plants advanced during the year, alongside evaluation
of multiple avenues to safeguard supply of critical
components, with the objective of improving supply
chain resilience and reducing import dependence.

The Company continued to support the growth trajectory
of Voltbek Home Appliances Private Limited, through
investments during the year, enabling it to pursue
expansion, product mix improvement and localisation
initiatives.

Working capital remained a key area of focus during
2025-26. Net working capital stood at '1,996 crores as
at year-end. Inventory planning was tightened through
closer alignment with actual sales trends, supported
by SKU-level monitoring and periodic liquidation of
slow-moving inventories. Receivables management and
project-level financial controls were also strengthened.
However, working capital improvement was largely
driven by successful payment term negotiations with
vendors and extending payable cycles. As a result, the
Company delivered stronger working capital metrics

and reinforced balance sheet resilience. The Company's
credit ratings were reaffirmed at AA for long-term and
A1 for short-term borrowings, by reputed rating agency,
reflecting its financial strength and enabling access to
funding at competitive rates.

During the year, the Company accelerated finance
and operations digital transformation by deploying
advanced analytics and automation tools, strengthening
control frameworks and data integrity, governance and
decision-making. Focused initiatives were undertaken
to strengthen internal controls, ensuring greater
transparency, compliance, and risk mitigation. Cost
optimisation initiatives included value engineering,
productivity improvement and overhead rationalisation.

The Company follows a conservative Investment Policy
guided by the principles of safety, liquidity and optimal
returns, with investments overseen by the Investment
Committee. Foreign exchange exposures were actively
monitored and hedged in line with the Company's
established forex risk management framework to mitigate
volatility and protect margins.

7. TATA BUSINESS EXCELLENCE MODEL (TBEM)

During the year, the Company continued its journey
of Business Excellence anchored in the Tata Business
Excellence Model (TBEM), with structured interventions
across operations, quality and innovation.

A significant Order-to-Cash (O2C) transformation
initiative was undertaken at the Waghodia factory
for the Commercial Air Conditioning (CAC) business.
Multiple workstreams covering process simplification,
on-time delivery and waste reduction are being
executed, supported by systematic plant-level Kaizen
projects, resulting in improved operational discipline and
responsiveness.

I n the Room Air Conditioner (RAC) business, a focused
program was executed to harmonize Integrated
Management System (IMS) certification across
Manufacturing, Sales, Marketing and Service including
Design - R&D. This was complemented by capability
development of a large internal pool of certified IMS
auditors, strengthening compliance, audit robustness and
continuous improvement culture.

Universal MEP Projects & Engineering Services Limited
(UMPESL) undertook a comprehensive Mission and Vision
redefinition exercise during the year in close collaboration
with the Tata Business Excellence Group (TBExG). This
was followed by the preparation of a structured Strategic
Business Plan (SBP) providing strategic clarity and
alignment across the organisation.

Innovation remained a key focus area. The Company
organised 'Voltas Innovista', an organisation-wide
innovation contest, driving strong employee participation.
The top entries progressed to Tata Innovista, leading to
cluster-level recognition for the Voltas Beko refrigerator.

To support the Group-wide excellence ecosystem, a pool
of qualified External Assessors was developed for TBEM
assessments. These assessors actively participated in
External Assessments of large Tata organisations across
TBEM and DATOM frameworks, enabling leadership
development and cross-pollination of best practices.

Building further on a customer-centric culture,
comprehensive Customer Satisfaction (CSAT) surveys
were developed and administered across all major
business units. Insights derived from Voice of Customer
analysis were systematically translated into action
plans for enhancing customer experience and business
performance.

8. IT / DIGITALISATION INITIATIVES

During the year, the Company accelerated its digital
transformation agenda under the V-Vartana Programme,
achieving over 26 project go-lives across operations,
finance, manufacturing, analytics, and governance.
Key initiatives included cloud migration, SAP S/4HANA
Cloud stabilisation under RISE with SAP, and expanded
collaboration through Microsoft 365, resulting in an
increase of the overall cloud footprint from 5% in 2022
to about 80%. The Company shifted focus from system
modernisation to intelligent automation, deploying AI¬
led solutions for tender evaluation, invoice analytics, and
data-driven pricing, which improved speed, transparency,
and decision quality. Enterprise reporting was enhanced
with a unified analytics platform and real-time dashboards,
driving a fivefold increase in business intelligence adoption.
Digitisation progressed across manufacturing, product
lifecycle, and sales processes, with broader adoption of

platforms like Arteria, PoS, and SalesPulse. Cybersecurity
was further strengthened through modernised detection,
encryption, and data protection controls, along with
ISO/IEC 27001:2022 readiness. Looking ahead, the
Company remains committed to expanding Artificial
Intelligence and Machine Learning use cases, deepening
cloud adoption, strengthening cybersecurity and data
governance, and improving customer experience and
operational excellence across core business areas.

9. SAFETY, HEALTH, AND ENVIRONMENT (SHE)

The Company remains steadfast in its commitment to
fostering a safe, healthy, and sustainable workplace.
During the year, Voltas made significant strides in
strengthening SHE initiatives, with the leadership
team actively integrating these objectives into core
business performance and decision-making. This visible
commitment is a cornerstone of our journey towards
achieving a 'Zero Harm' workplace. Strategic interventions
included the standardisation of SHE management
systems, the implementation of structured Business Unit-
level goals, and the introduction of individual Safety KPIs.
To further embed a safety-first culture, the Company
introduced 'Business Safety Champions' and adopted the
Tata Health & Safety Management Systems.

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 developed a
comprehensive blueprint aligned with the Tata Group's
Project Aalingana to achieve its long-term goals on Net
Zero emissions, circularity, and biodiversity conservation.
Regarding Net Zero, Company's 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 use, moving towards zero waste to landfill
for our operations, and identifying recycled alternatives to
virgin content.

Additionally, achieving water replenishment in water-
stressed areas, particularly in and around Company's
operations and areas of presence, remains a key priority in
line with long-term sustainability commitments.

In the coming years, 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)

Guided by the Tata ethos of "Giving Back to the
Community", Voltas has structured its Corporate Social
Responsibility (CSR) framework around three key
verticals. The Sustainable Livelihood vertical is aimed
at enhancing the employability of youth and women
through skill development and capacity-building
initiatives. The Community Development vertical focuses
on interventions in the areas of healthcare, education
and environmental sustainability. The Issues of National
Importance vertical addresses critical national priorities,
including disaster response and water scarcity. Voltas has
also been committed to the protection and enhancement
of biodiversity and the promotion of sustainable water
harvesting, and in view of their increasing significance,
the CSR Policy was amended during the year to recognise
these as separate focus areas. The CSR policy of the
Company is available on the website of the Company
and can be accessed at https://www.voltas.in/storage/
corporate-governance/CSR_Policy.pdf. Affirmative action
is a common thread for all the CSR initiatives of Voltas, with
projects consciously designed to promote inclusion and
equitable access for Scheduled Castes (SC), Scheduled
Tribes (ST), Women and Persons with disabilities (PWD).

I n accordance with the provisions of Section 135 of the
Companies Act, 2013 ('the Act'), the Company incurred
CSR expenditure of '13.75 crores during 2025-26, as
against the minimum required spend of '13.39 crores
(after set-off of excess CSR expenditure of the previous
year). Further, during 2025-26 the Company has also
utilised '0.18 crore from the balance available in the
Unspent CSR Account.

Disclosure required under Rule 8 of Companies (Corporate
Social Responsibility Policy) Rules, 2014, in the prescribed
form, as amended from time to time, is provided in
Annexure I to this Report. Details of the composition of
the CSR Committee and Meetings held during 2025-26
are disclosed in the Corporate Governance Report.

12. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
for the year 2025-26 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/JOINTVENTURES/ASSOCIATE COMPANIES

As of 31 March, 2026, the Company has 11 subsidiaries
(direct and indirect), 3 joint ventures and 2 associate
companies. 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
and consolidated financial statements of the Company,
along with all other relevant documents required to
be attached thereto and separate audited accounts in
respect of subsidiaries are available on the Company's
website at: www.voltas.in.

The Policy for determining material subsidiaries of the
Company is also available on the Company's website at:

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

DETERMINING_MATERIAL_SUBSIDIARY_POLICY_1.pdf

As of 31 March, 2026, the Company had a material
subsidiary - Universal MEP Projects & Engineering
Services Limited (UMPESL) in India. Mr. Aditya Sehgal, the
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 '2,958 crores
and profit before tax of '316 crores in 2025-26,
as compared to '2,840 crores and '273 crores,
respectively in the previous year.

• Voltbek Home Appliances Private Limited
(Voltbek), the joint venture with Argelik A.$. for

Consumer White Goods, reported a turnover of

'2,510 crores for 2025-26. During 2025-26, the
Company invested '98 crores in the share capital
of Voltbek. The Company's total investment in
Voltbek is '934.92 crores, representing a 49% share
in its paid-up capital of '1,908 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 2025-26.

14. NUMBER OF BOARD MEETINGS

During 2025-26, 5 (five) Board Meetings were held on
07 May, 2025; 26 May, 2025; 08 August, 2025;
13 November, 2025 and 29 January, 2026. The Board
Meetings are generally held physically. The facility
of participation at Board Meetings through video
conferencing is provided to those Directors who request
for 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.in/storage/_ansel_image_collector/

DISCLOSURE_OF_REMUNERATION_POLICY_FOR_

DIRECTORS.pdf

There was no amendment in this Policy during the year
under review.

16. EVALUATION OF PERFORMANCE OF BOARD, ITS
COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and Listing
Regulations, the Board carried out performance evaluation

of the Board, its 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 12 March, 2026 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 06 April, 2026. The performance
evaluation of Independent Directors was done by the
entire Board, excluding the Independent Director being
evaluated.

17. STATUTORY AUDITORS

At the 68^th 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^th AGM till the
conclusion of the 73^rd 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 have confirmed that
they are not disqualified from continuing as the Auditors
of the Company.

The Auditors' Report for 2025-26 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 Act. The Board appointed M/s. Sagar
and Associates, Cost Accountants, as the Cost Auditors for
2025-26, and they have been reappointed as Cost Auditors
of the Company for 2026-27. 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 at the
71^st Annual General Meeting held on 08 July, 2025 to
undertake the Secretarial Audit of the Company for a period
of five consecutive years, commencing from 2025-26
to 2029-30. Their Secretarial Audit Report for 2025-26,
in prescribed Form No. MR-3, is annexed to this Report
as Annexure II and does not contain any qualification,
observation, reservation or adverse remarks.

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
remarks.

20. AUDIT COMMITTEE

The Audit Committee comprises Mr. Jayesh Merchant,
Mr. Arun Kumar Adhikari and Mr. Aditya Sehgal, all
Independent Directors. The Board accepted all the
recommendations made by the Audit Committee from
time to time. Details of Audit Committee Meetings held
during the year 2025-26 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. RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Act and Regulation 21
of Listing Regulations, the Company has a Risk Management
Committee comprising Mr. Jayesh Merchant, Mr. Arun
Kumar Adhikari and Mr. Aditya Sehgal, all Independent
Directors. The Company has in place a Risk Management
Policy and an effective and integrated framework
for Risk Management. During the year the Company
revisited its ERM framework aligned with diversified
businesses verticals and future growth prospects. The Risk
Management Committee discusses and reviews the overall
risk management framework, top risks and their mitigation
measures. Further details on Risk Management are covered
in the Management Discussion & Analysis Report. Details
of Risk Management Committee Meetings held during the
year 2025-26 are disclosed in the Corporate Governance
Report.

23. 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 2025-26:

*Since the remuneration is only for part of the year, the
ratio of 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
2025-26 and commission paid for 2024-25 in
2025-26. Mr. Aditya Sehgal and Mr. Pheroz Pudumjee
were appointed as Directors w.e.f. 30 August, 2024.
Ms. Sonia Singh was appointed as a Director w.e.f.
07 March, 2025. Accordingly, commission for
2024-25, paid in 2025-26 to them was for a part
of the year. In line with the internal guidelines, no
commission was paid to Mr. Saurabh Agrawal for
2024-25, 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 2025-26:

Note: % Increase/(Decrease) in Remuneration in
2025-26 over 2024-25 was computed based on

sitting fees paid during 2025-26 and commission paid
for 2024-25 in 2025-26. Mr. Mukundan Menon C.P.
was appointed as the Managing Director of the
Company during 2025-26 and his remuneration
was revised post approval of the Members.
Mr. Jayesh Merchant was appointed as Director w.e.f.
30 January, 2024 and accordingly his commission
for 2024-25, paid in 2025-26 was for a part of
the year. Hence, his percentage increase is not
strictly comparable year-on-year. In line with the
internal guidelines, no commission was paid to
Mr. Saurabh Agrawal for 2024-25, as he was in
full-time employment with another Group company.
He was paid sitting fees only.

*Since the remuneration paid is for part of the year
(2025-26), the percentage increase in his remuneration
is not comparable and hence not stated.

**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.

(c) Percentage increase in the median
remuneration of employees in 2025-26:

8.89%

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

1,964 employees (excludes employees of

Subsidiaries, Joint Ventures and employees on fixed
term contract)

(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 14.33%. The average percentile increase in
managerial remuneration was 28.10% in 2025-26
over 2024-25. Mr. Mukundan Menon C.P. was
appointed as the Managing Director of the Company
during 2025-26 and his remuneration was revised
post approval of the Members. Employees in India

as of 01 April, 2025 and also on 31 March, 2026, 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.

24. 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.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

In accordance with the provisions of the Act and the
Company's Articles of Association, Mr. Mukundan Menon C.P.
and Mr. Vinayak Deshpande retire by rotation and being
eligible, offers themselves for re-appointment. The Board
recommends their re-appointment to the Members for
approval.

The Board, on the recommendation of Nomination and
Remuneration Committee, appointed Mr. Sunil D'Souza as
an Additional Director (Non-Independent Non-Executive)
of the Company with effect from 14 May, 2026. As an
Additional Director, Mr. Sunil D'Souza holds office upto the
conclusion of the ensuing 72^nd Annual General Meeting
of the Company. The Company has received a notice in
writing from a member under Section 160 (1) of the Act

proposing Mr. Sunil D'Souza's candidature as a Director
of the Company. The Nomination and Remuneration
Committee and the Board recommend his appointment
as a Director (Non-Independent Non-Executive) liable to
retire by rotation.

Consequent to the retirement of Mr. Pradeep Bakshi as
Managing Director & CEO, upon completion of his term
on 31 August, 2025, Mr. Mukundan Menon C.P. was
appointed as the Managing Director of the Company
with effect from 01 September 2025, to hold office up to
24 May, 2027. The said appointment was approved by the
Shareholders at the 71^st Annual General Meeting of the
Company held on 08 July, 2025.

Mr. Mukundan Menon C.P., is also the Managing Director
of Universal MEP Projects & Engineering Services Limited
(UMPESL), a wholly owned subsidiary of the Company.
Mr. Menon does not draw any remuneration from
UMPESL. No other Director is the Managing Director or
Whole-time Director of any subsidiary of the Company.
Mr. Mukundan Menon C.P. (Managing Director),
Mr. K. V. Sridhar (Chief Financial Officer) and
Mr. Ratnesh Rukhariyar (Company Secretary) were the
Key Managerial Personnel (KMPs) of the Company as of
31 March, 2026, in line with the requirements of Section
203 of the Act.

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.

26. 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.

27. 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.

28. CORPORATE GOVERNANCE

Pursuant to Schedule V to the Listing Regulations,
as amended, 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.in/about/corporate-governance

29. DETAILS OF THE ESTABLISHMENT OF THE VIGIL
MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a robust Vigil Mechanism
and 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.in/images/_ansel_image_collector/
WHISTLE_BLOWER_POLICY_1 .pdf

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

During the year under review, all transactions with Related
Parties were on arm's length basis and in the ordinary
course of business. 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.

32. 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) issued by the Institute of
Company Secretaries of India.

33. 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 2025-26. 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) i n 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.

34. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the
Annual Return for 2025-26 is available on the Company's
website at: https://www.voltas.in/file-uploads/general/
AnnualReturn2025-26.pdf.

35. DISCLOSURE AS PER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment
at 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 made thereunder. In compliance with the POSH
Act, the Company has constituted an Internal Committee
to consider and redress complaints pertaining to sexual
harassment at the workplace.

During 2025-26, the Company received 1 complaint of
sexual harassment which was disposed of during the year.
No complaint remained pending for more than ninety
days, and no complaint was pending as at the end of the
financial year.

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT,
1961

During the year under review the Company has complied
with the applicable provisions of the Maternity Benefit
Act, 1961.

37. OTHER DISCLOSURES

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

(a) There have been no material changes and
commitments affecting the financial position of the
Company between the end of the financial year and
the date of this Report.

(b) The Managing Director of the Company does not
receive any remuneration or commission from any
of the subsidiaries of the Company.

(c) Raising of funds through preferential allotment or
qualified institutional placement;

(d) i nstance of a one-time settlement with any bank or
financial institution.

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

(f) The Company did not issue any Employee Stock
Options, Sweat Equity shares or Equity shares with
differential rights as to dividend, voting or otherwise,
during 2025-26.

(g) 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.

(h) 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, 2026.

(i) 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, 2026.

(j) There was no change in the nature of business of the
Company.

38. 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

Chairman
(DIN: 00024713)

Date: 14 May, 2026

Place: Mumbai