To the Members,

Your Directors present their 72 nd Annual Report and the Audited Financial Statements for the year ended 31 March, 2026.

1. FINANCIAL RESULTS

(' in crores)

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' longterm 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:

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 AIled 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 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: .

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

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

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:

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:

WHISTLE_BLOWER_POLICY_1 .pdf

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT DURING 2025-26

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, made during the year, are given below:

*wholly owned subsidiary

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 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 selfexplanatory or, to the extent necessary, have been dealt

with in the preceding paragraphs of the Report.