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Voltas Ltd. M&A Activity 2021
60718_rns_2021-02-12_1033dd27-57ee-432a-b718-b79fe395564f.pdf
M&A Activity
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12~ February, 2021
To, The General Manager Corporate Relationship Department BSE Limited PhiToze Jeejeebboy Towers Dalal Street, Mumbai - 400 00 1
National Stock Exchange of lndia Limited Listing Department Exchange Plaza Bandra· Kurla Complex Bandra (East), Mumbai 400 051
Dear Sirl Madam,
Sub: Intimation pursuant to Regulation 30 of the SEel (LODR) Regulations. 2015
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, we wish to inform you that the Board of Directors of the Company have at its Meeting held on 12th February, 2021 , approved the transfer of its domestic Projects business relating to Mechanical Electri cal and Plumbing (MEP) I Heating, Ventilation and Air-Conditioning (HVAC) and Water projects, Mining and Construction Equipment (M&CE) business and Textile Machinery Division (TMD) to its wholly owned subsidiary viz. Universal MEP Projects & Engineering Services Limited ('UMPESL') (formerly Rohini lndustrial Electrieals Limited) by slump sale through a Business Transfer Agreement (' Proposed Transaction') to be executed between the Company and UMPESL. The details required, as per SEBI Circular vide CIRlCFD/CMD/4/2015 dated 9th September, 2015, are enclosed as Annexure 1.
Kindly take the aforesaid information on record.
Yours faithfully, VO ED (V. P, MALHOTRA) Viee President· Taxation. Legal & Company Secretary
Ene.
VOLTJlS LIMITED
Corporate Management Offiu Registered Office Vollas House 'A' Dr Babasilneb Ambedkilr Road Cnil'lcnpokli Mumba, 400 033 Tel 91 226665625166656258 Fax 91 22666563 11 e·mail vpmalnotra. voltas.com websilewww.voltas.com Corporate Identity Number l29308MH1954PlCOO9371
A TATA Enterprrse
VOLTAS
Annexure 1
| I Serial No. | Particulars | J Res oose |
|---|---|---|
| I | 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 |
Revenue for domestic Projects business relating to MEPfHV AC and Water projects, Mining and Construction Equipment (M&CE) business and Textile Machinery Division (TMD) (herein after referred to as ' Domestic Projects and Engineering Business') for the financial year 20\9-20 n ,077 of total was crores. [14.06% revenue of Volt as Limited (,Voltas')J. |
| Net Worth of Domestic Projects and Engineering Business as at 31 st March, 2020 was ~227 crores (5.73% of total Net Worth of Volt as). |
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| 2. | Date on which the agreement for sale has been entered into |
The Proposed Transaction has been approved by the Audit Committee at its Meeting held on 19'" January, 2021 and by the Board at its Meeting held on 12th February. 2021. The Business Transfer Agreement (' BTA ') is expected to be executed on or before 31 5t March, 2021. |
| 3. | The expected date of completion of sale/disposal |
Subject to satisfactory completion of the conditions precedent (including consents from counter parties, lenders and other necessary approvals) by the parties and in accordance with the other provisions of BTA, the transaction is expected to be consummated by the end of September 2021 or such other date as may be mutually agreed between the parties. |
| 4. | Consideration received from such sale/disposal |
Cash consideration for Domestic Projects and Engineering Business being transferred would be in the range of ~IOOO craTes to ~1200 crores, subject to necessary adjustments, in accordance with the provisions of the BTA and applicable accounting policies. |
l
VOLTIIS
| s. | Brief details of buyers and whether any of the buyers belong to the promoter/ promoter group/group companies. If yes, details thereof |
Universal MEP Projects & Engineering Services Limited ('UMPESL') (fomlerly Rohini Industrial Electricals Limited) is a wholly owned subsidiary of Volt as Limited and is engaged in the business of rural electrification works and EPe projects related to solar power. |
|---|---|---|
| 6. | Whether the transaction would fall within related party transactions? If yes, whether the same is done at "Arms length" |
Since UMPESL is a wholly owned of subsidiary Voltas Limited, the transaction is a related party transaction. The consideration for sale is detennined basis an independent valuation. The transaction will be undertaken at Arm's Length. |
| The financial statements of UMPESL are consolidated with Voltas Limited and are approved by the Shareholders at the Annual General Meeting. |
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| 7. | Area of business of the entity(ies) | UMPESL: UMPESL is currently engaged in the business of rural electrification works and EPC projects related to solar power, and upon consummation of the Proposed Transaction, will also undertake the of business Mechanical Electrical & Plumbing (MEP) / Heating Ventilation & Air-Conditioning (HV AC) and Water projects, Sales and Service activities relating to Mining and Construction Equipment business and Textile Machinery business. |
| Voltas: Consumer Products business comprising Air Conditioners, Air Coolers, Commercial Air Conditioners, Commercial Refrigeration Products like Visi Coolers, Freezers, Water Coolers, Water Dispensers, etc. (Sales and Service). |
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| 8. | Rationale | To focus on B2C businesses and B2B businesses, independent of each other, and to expand their respective growths. Further, segregation of the businesses in separate entities will also lead to (i) more direct and meaningful comparison with industry peers i.e. benchmarking business performance with industry; |
| by (ii) financial ease can be attained optimum utilisation of resources; (iii) commercial ease can be attained by execution of projects under one entity; (iv) flexibility to Voltas to expand business further in 82C space. |
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|---|---|---|
| 9. | case of cash consideration - In or share amount otherwise exchange ratio |
Refer to details provided at Serial Number 4 above for consideration |
| 10. | of Brief change in details of shareholding pattern (if any) listed entity |
No change in shareholding pattern of the Company is envisaged as a part of the Proposed Transaction. |
VOLTAS LIMITED (V. P. ~ MALHOTRA) Vice President - Tax.ation, Legal & Company Secretary