DIRECTORS' REPORT

Performance and State of Company’s
Affairs

Consolidated

On a consolidated level, the group revenue was at

Rs. 10,694 crore (Rs. 10,369 crore). The Group’s international

business was higher by 32.36% at Rs. 3,084 crore

(Rs. 2,330 crore). Consolidated order booking for FY 2025-26

increased by 34.19% to Rs. 13,871 crore (Rs. 10,337 crore).

Order booking in international markets at Rs. 4,199 crore was

higher by 16.70%.

Standalone

Your Company, on a standalone basis, posted a revenue
of Rs. 6,518 crore for the FY 2025-26, against last year’s
revenue of Rs. 6,244 crores. Revenue from exports was up
24.47% at Rs. 1,471 crore (Rs. 1,181 crore). Order booking
from continuing operations stood at Rs. 7,066 crore,
higher by 12.70% as compared to Rs. 6,270 crores in the
previous year.

Material Changes and Commitments

There have been no material changes and commitments
affecting the financial position of the Company, which have
occurred between the end of the financial year and the date
of this report.

Change in Nature of Business

There is no change in the nature of business of
the Company.

Credit rating

Your Company has been rated ‘AA / Stable (Reaffirmed)
for Long Term Rating and A1 (Reaffirmed) for Short Term
Rating’ by Credit Rating Information Services of India
Limited (CRISIL) for its banking facilities. The rating reflects
your Company’s continued good parentage, credit profile,
liquidity position, strong corporate governance practices,
financial flexibility and conservative financial policies. Your
Company has been rated A1 for short term rating by CARE

for commercial paper. However, the Company did not issue
any commercial papers during the year under review.

Your Company has also been assigned ESG rating of
CareEdge-ESG 1 i.e., rating scale “Leadership” by
CARE ESG Ratings Limited, a registered ESG ratings
service provider.

Dividend

The Board of Directors has recommended a final dividend
of Rs. 14/-. Further, marking Thermax’s 60^th anniversary
milestone, the Board has also recommended a special
dividend of Rs. 6/-. The aggregate final dividend of Rs. 20/-
per equity share of face value of Rs. 2/- each (1,000%)
for the year ended March 31,2026 will be paid subject to
the approval of members at the ensuing Annual General
Meeting (AGM).

Dividend Payout of Last 5 Years

Dividend per Equity Share in Rs.

Dividend Rate

In accordance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), the
Company has adopted Dividend Distribution Policy, which
is made available on the Company’s website and can be
accessed using the link:https://www.thermaxglobal.com/
sites/default/files/2025-10/Dividend-Distribution-Policy
New-1.pdf.

Investor Education and Protection Fund
(IEPF) / Unclaimed Dividends

Pursuant to Section 124 of the Companies Act, 2013
(“the Act”), the dividends that are unpaid or unclaimed
for a period of seven years shall be transferred to IEPF
along with the underlying shares on which such dividend
remains unclaimed.

Transfer to IEPF:

Details of transfer to IEPF during the year under review are
as below:

The information regarding unpaid / unclaimed dividends
and Nodal Officer / Deputy Nodal Officer appointed as
per the Act, is available on the website of the Company at
https://www.thermaxglobal.com/investors/iepf-investor-
education-protection-fund.

Transfer to Reserve

The closing balance of the retained earnings of the
Company for FY 2025-26, after all appropriation and
adjustments, was Rs. 3,871.42 crore on standalone basis
and Rs. 4,773.42 crore on a consolidated basis. During the
year, the Company has not transferred any amount to the
General Reserve.

Share Capital

The paid-up equity share capital of the Company was
Rs. 23.83 crore as on March 31, 2026. There were no public
or preferential rights or bonus issued during the year. The
Company has not issued any shares with differential voting
rights, sweat equity shares.

Statement of Deviation(s) or Variation(s) in
Share Capital

During the year under review, there was no instance to
report Statement of Deviation(s) or Variation(s) in share
capital as per Regulation 32 of the Listing Regulations.

Subsidiaries

In accordance with Section 136 of the Companies Act,

2013, Annual Report of your Company containing inter alia,
financial statements and consolidated financial statements,
has been placed on our website:https://www.thermaxglobal.
com/investors/annual-reportswhich can be accessed
using the above link. Further, the financial statements of the
subsidiaries have also been placed on our website: https://
www.thermaxalobal.com/investors/annual-reports.

The report on the growth trends and outlook of those
subsidiaries which impact your Company’s performance
reasonably are captured in the Management Discussion
and Analysis section of this Report.

Changes in Subsidiaries / Associates during
the Year

Exactspace Technologies Private Limited
(“Exactspace”)

The Company entered into Share Subscription and Share
Purchase Agreement and a Shareholders Agreement
with Exactspace, its promoters and existing investors on
February 27, 2026, for acquisition of 35.83% additional
stake (on a fully diluted basis). Accordingly, following the
completion of transaction on April 09, 2026, Exactspace
has become a subsidiary of the Company.

Jalansar Wind Energy Private Limited (“Jalansar”)
and Kanakal Wind Energy Private Limited
(“Kanakal”)

The Boards of Directors of Jalansar (“Transferor Company”)
and Kanakal Wind Energy Private Limited (“Transferee
Company”), both step-down subsidiaries of the Company,
approved a Scheme of Amalgamation under Section 233
and other applicable provisions of the Companies Act,

2013, at their respective Board Meetings held on February
4, 2026. The said Scheme is subject to receipt of necessary
approvals in accordance with the provisions of the
Companies Act, 2013.

Upon the scheme becoming effective, the Transferee
Company shall issue and allot one equity share against
every one share held by the shareholders of the
Transferor Company.

Onix Two Enersol Private Limited (OTEPL)

First Energy Private Limited (FEPL), a wholly owned
subsidiary of the Company, had acquired Onix Two
Enersol Private Limited (OTEPL) in 2024. However, due to
non-fulfilment of certain closing conditions within the agreed
and extended timelines, FEPL entered into a Share Sale and
Purchase Agreement on January 3, 2026 with the original
sellers for sale of its shareholding in OTEPL back to them.

Buildtech Products India Private Limited
(“Buildtech”)

The Board of Directors of the Company at its Meeting
held on October 17, 2025 approved Scheme of Merger
by Absorption of Buildtech Products India Private Limited
(“Transferor Company”) into Thermax Limited (“Transferee
Company”) and their respective Shareholders under
Sections 230 to 232 and other applicable provisions of
the Companies Act, 2013 read with relevant Rules and

Regulations framed thereunder with the appointed date as
April 01,2025. The said Scheme is subject to the receipt of
necessary approvals in accordance with the provisions of
the Companies Act, 2013.

First Energy Private Limited

Through its wholly owned subsidiary, First Energy Private
Limited (FEPL), the Company has incorporated First Energy
12 Private Limited, First Energy 14 Private Limited, and
First Energy 15 Private Limited on May 5, 2025, May 24,
2025 and December 16, 2025, respectively, as step-down
subsidiaries of the Company to undertake renewable
energy projects in different states of India.

Further, First Energy 8 Private Limited & First Energy 11
Private Limited ceased to be wholly owned step-down
subsidiaries of the Company w.e.f. June 21, 2025 & October
28, 2025 respectively upon issue of shares to captive
users in accordance with the provisions of the Electricity
Act, 2003.

Fortmax Chemicals India Private Limited

Thermax Chemical Solutions Private Limited (TCSPL),
a wholly owned subsidiary of the Company entered into
a Shareholders Agreement with Oswaldo Cruz Quimica
Industria E Comercio Ltda, Brazil (“OCQ”). Pursuant to the
said agreement, FCIPL was incorporated as a wholly owned
subsidiary of TCSPL on April 11, 2025. Thereafter, upon
allotment of shares to OCQ on September 16, 2025, FCIPL
ceased to be a wholly owned subsidiary of TCSPL.

Thermax Energy Solutions Company, KSA

Thermax Babcock and Wilcox Energy Solutions Limited
(TBWES), a wholly owned subsidiary of the Company,
incorporated Thermax Energy Solutions Company as a
wholly owned step-down subsidiary in Kingdom of Saudi
Arabia on January 28, 2026, to undertake on-site services,
maintenance and supervision services, and to provide
marketing support to the parent entity.

Management Discussion and Analysis

The Management Discussion and Analysis section
highlighting the performance of the Company’s
Industrial Products, Industrial Infra, Green Solutions
and Chemicals segments, including details of select
subsidiaries, information on the Company’s health, safety
and environment measures, human resources, risk
management and internal controls, is given on page 68.

Corporate Governance Report

A detailed report on Corporate Governance as per Listing
Regulations and disclosures required as per section
134 and 177 of the Companies Act, 2013, is attached as
Annexure 1 on page 133.

A certificate from M/s. Makarand M. Joshi & Co., Practising
Company Secretaries, Mumbai, regarding compliance
with the conditions of corporate governance as required
under Schedule V of the Listing Regulations forms part of
this Report.

Secretarial Standards

Your Company is in compliance with the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and
Secretarial Standards on General Meetings (SS-2) issued
by the Institute of Company Secretaries of India (ICSI) as
amended from time to time.

Business Responsibility and Sustainability
Reporting (BRSR)

In terms of the Listing Regulations, Business Responsibility
and Sustainability Report including BRSR core indicators
describing the initiatives undertaken by the Company
from environmental, social and governance perspectives
is enclosed as Annexure 2 on page 160. M/s. Price
Waterhouse Chartered Accountants LLP has provided a
reasonable assurance report on core BRSR indicators
which forms part of the BRSR report.

Vigil Mechanism/Whistleblower Policy

The Company has a ‘Whistleblower Policy’ as a part of
the vigil mechanism to deal with instances of fraud and
mismanagement, if any. The details of the policy are
provided in the Corporate Governance Report and also
available on the website of the Company:https://www.
thermaxglobal.com/sites/default/files/2025-10/Whistler-
Blower-Policy.pdf.

2. Anti-Sexual Harassment Policy/Internal
Committee

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary and trainees)
are covered under this policy. To build awareness
in this area, the Company has been carrying out
online induction/refresher programmes across the
organisation on a periodic basis.

An Internal Committee (IC) has been set up to redress
complaints received regarding sexual harassment
at workplace under the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

During the FY 2025-26, the Company received three
complaints under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, all of which were duly resolved within the
prescribed timeline of 90 days. No complaints were
pending as on March 31,2026.

3. Maternity Benefit

The Company affirms that it has complied with the
provisions of the Maternity Benefit Act, 1961 and the
Rules framed thereunder. The Company has in place
appropriate policies and processes to ensure that
eligible women employees are provided maternity
benefits. The Company is committed to fostering a
supportive work environment and promoting the well¬
being of its employees.

4. Disclosure Pursuant to Section 197(14) of
the Companies Act, 2013, and Rules Made
Thereunder

The Managing Director and CEO of the Company is
not in receipt of any remuneration and/or commission
from either the Holding Company or any of the
subsidiary companies.

5. Details of Trusts for the Benefit of Employees

a) Employees Stock Option (ESOP) Trust

The Company has a Thermax Employees ESOP &
Welfare Trust which holds 28,72,439 equity shares
of Rs. 2/- each of the Company.

The trust has not entered into any transaction of
buying or selling of shares in the secondary
market.

Thermax Employee Stock Option Scheme
2021

With a view to incentivising and rewarding eligible
employees through performance linked equity-
based compensation and aligning their interests
with the long-term growth of the Company, the
Company has instituted the “Thermax Limited
Employee Stock Option Plan 2021” (“ESOP 2021”

/ “Plan”). The Plan is designed to enhance the
competitiveness of compensation, foster a culture
of ownership and collaboration, and support
the attraction and retention of key talent across
the Company and its group entities, including
its subsidiaries and associate companies, in
accordance with applicable laws.

The Scheme was approved by the shareholders
through postal ballot on January 13, 2022 with
requisite majority.

All grants under the Scheme are considered and
approved by the Nomination and Remuneration
Committee (NRC).

There were no material changes made in the
ESOP 2021 during the year. The above-mentioned
Scheme is in compliance with the SEBI
(Share-Based Employee Benefits & Sweat Equity)
Regulations, 2021 (SBEB Regulations, 2021).

No employee was issued stock options during
the year equal to or exceeding 1% of the issued
capital of the Company at the time of grant.

In line with regulation 14 of the SBEB Regulations,
2021, a statement giving complete details, as at
March 31, 2026, is available on the website of
the Company:https://www.thermaxglobal.com/
investors/thermax-disclosures-under-sebi-sbeb-
regulations.

b) Employee Welfare Trusts

The Company has various Employee Welfare
Trusts primarily for providing medical, housing
and educational aid to its employees and their
families. These trusts presently hold 36,35,190
equity shares of Rs. 2/- each of the Company.
None of the trusts had any dealings in the
secondary market.

In line with regulation 14 of the SBEB Regulations,
2021, a statement giving complete details, as at
March 31, 2026, is available on the website of
the Company:https://www.thermaxglobal.com/
investors/thermax-disclosures-under-sebi-sbeb-
regulations.

In compliance with the provisions of Companies
Act, 2013, and the SBEB Regulations, 2021, the
Trusts do not exercise voting rights in respect of
the equity shares held by them.

Your Company’s Secretarial Auditor,

M/s. Makarand M. Joshi & Co., Practising
Company Secretaries, Mumbai, has certified that
the Company’s above-mentioned Scheme(s)
are implemented in accordance with the SBEB
Regulations, 2021.

Energy Conservation, Technology
Absorption and Foreign Exchange Earnings
and Outgo

The information on the conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,

2013, read with Rule 8 of the Companies (Accounts) Rules,

2014, is provided as Annexure 3 on page 206.

Corporate Social Responsibility Initiatives

As a part of its initiatives under Corporate Social
Responsibility (CSR), the Company undertakes projects
in various areas in accordance with Schedule VII of the
Companies Act, 2013. Since 2007, CSR initiatives have
been undertaken through Thermax Foundation, the details
of CSR initiatives are provided under CSR Activities on
page 54.

The Annual Report on CSR activities is provided as
Annexure 4 on page 209.

The details of the CSR Committee and CSR Policy are
available on the Company’s website:https://www.
thermaxglobal.com/sites/default/files/2026-06/CSR-
Policy.pdf.

Directors

The Board of Directors of your Company comprises nine
directors, viz., two non-executive directors, one executive
director and six independent directors, including one
independent and one non-independent woman director
as on March 31, 2026. The Board is of the opinion that
the Independent Directors of the Company possess the
requisite qualifications, expertise, proficiency, expertise
and hold high standards of Integrity.

Based on the recommendation(s) of the Nomination
and Remuneration Committee, the Board at its meeting
held on May 9, 2025, had appointed Mr. Harsh Mariwala,
Non-Executive Independent Director as the Lead
Independent Director. The roles and responsibilities of the

Lead Independent Director, as approved by the Board are
made available on the website of the Company at:https://
www.thermaxglobal.com/sites/default/files/2025-08/
Roles-and-Responsibilities-of-Lead-ID.pdf.

At the 44^th AGM held on July 31,2025, the Members
approved re-appointment of Mr. Ashish Bhandari
(DIN: 05291138) as the Managing Director and Chief
Executive Officer of the Company for a period of five years
commencing from September 1,2025 till August 31, 2030
(both days inclusive).

Dr. Ravi Shankar Gopinath (DIN: 00803847) was
appointed as Non-Executive Independent Director of
the Company from November 10, 2021 to November
09, 2026. Considering the performance evaluation, his
contribution to the Company during his first term of office,
his knowledge, qualifications and experience, along with
skills and expertise he brings on the Board and based on
recommendations of the Nomination and Remuneration
Committee, the Board approved re-appointment of
Dr. Gopinath for a second term of five consecutive years
commencing from November 10, 2026 to November
09, 2031 (both days inclusive), subject to approval of
shareholders at the ensuing AGM of the Company.

As per the articles of association of the Company, one-third
of the directors, other than independent directors and
the Chairperson, are liable to retire by rotation at the
AGM of the Company every year. Accordingly, Mr. Ashish
Bhandari (DIN: 05291138), retires by rotation and being
eligible offers himself for re-appointment. Based on the
recommendations of the Nomination and Remuneration
Committee, the Board of Directors recommends his re¬
appointment.

The above proposals form a part of the Notice convening
45^th AGM of the Company.

The Company has received consent and necessary
disclosures / declarations from the above directors
as required under the Companies Act, 2013 and the
Listing Regulations.

Independent Directors

All the Independent Directors of the Company have
submitted requisite disclosures that they meet the criteria
of Independent as specified under Section 149(6) of
the Companies Act, 2013 and Regulation 16 of Listing
Regulations. The Board reviewed and assessed the
veracity of the same as required under Regulation 25(9)
of the Listing Regulations to confirm that the independent
directors fulfil the conditions as specified under Schedule
V of the Listing Regulations and are independent of the
management. In the opinion of the Board, the Independent

Directors possess the requisite integrity, experience,
expertise and proficiency required to fulfil their duties as
Independent Directors.

All independent directors have confirmed that they have
obtained registration certificate pursuant to provisions
of Section 150(3) of the Companies Act, 2013, read with
Rule 6 of the Companies (Appointment and Qualification of
Directors) Amendment Rules, 2020 from the Indian Institute
of Corporate Affairs.

Board and Independent Directors’ Meeting

A calendar of meetings is prepared and circulated in
advance to the directors. During the year, nine Board
Meetings were convened and held, the details of which are
given in the Corporate Governance Report.

Pursuant to the provisions of the Companies Act, 2013
and Listing Regulations, the Independent Directors meet
separately without the presence of the Non-Independent
Directors and members of the Management. Independent
Directors meetings are held on quarterly basis, chaired by
the Lead Independent Director, and the feedback arising
from such meetings is shared with the Chairperson and
the Managing Director & Chief Executive Officer for their
consideration and appropriate action.

During, the year under review, four such meetings were
held on May 9, 2025, July 31,2025, October 17, 2025
and February 5, 2026.

Familiarisation Programme

The Company has formulated a policy on ‘Familiarisation
Programme for Independent Directors’, which is available
on the Company’s website:https://www.thermaxglobal.
com/investors/corporate-governance.

Committees of the Board

The details of all committees and their terms of reference
are set out in the Corporate Governance Report.

Key Managerial Personnel

Ms. Janhavi Khele (Membership No. A20601) resigned from
her position as the Company Secretary, Compliance Officer
and Key Managerial Personnel of the Company effective
April 18, 2025. Based on the recommendation(s) of the
Nomination and Remuneration Committee, the Board of
Directors at their meeting held on June 27, 2025 approved
the appointment of Ms. Sangeet Hunjan (Membership No.
A23218) as the Company Secretary, Compliance Officer

and Key Managerial Personnel of the Company. Except this,
there were no other changes in Key Managerial Personnel
during the year.

Nomination and Remuneration Policy

The details of Nomination and Remuneration Policy for
selection, appointment and remuneration of directors,
senior management including key managerial personnel
and other related matters is given in the Corporate
Governance Report.

The Nomination and Remuneration Policy is available on
the Company’s website:https://www.thermaxglobal.com/
sites/default/files/2025-10/Selection-and-appointment-of-
Directors.pdf.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
Listing Regulations, annual evaluation of the performance
of the Board, its Committees and individual Directors
was carried out during the financial year. The evaluation
is based on responses of individual Directors/Committee
members on structured questionnaires and includes the
following criteria:

• Board Composition, decision making, delivery of
organisational purpose, performance of the Board as a
team, strategic issues, GRC, etc.

Recommendations arising from this entire process were
deliberated upon by the Board to be used constructively in
order to enhance its overall effectiveness.

Board Diversity

The Company recognises and embraces the importance of
a diverse Board for its success. Your Company believes that
a truly diverse Board will leverage differences in thought,
perspective, knowledge, skill, regional and industry
experience, cultural and geographical backgrounds, age,
ethnicity, race and gender that will help in retaining its
competitive advantage. The Board Diversity Policy adopted
by the Board outlines its approach to diversity. The policy is
available on the website:https://www.thermaxglobal.com/
sites/default/files/2025-08/Board-Diversitv-Policv.pdf.

Directors’ Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act,

2013, the directors of your Company, to the best of their
knowledge and belief and according to the information and

explanations obtained by them in the normal course of their
work, state that, in all material respects:

a) In the preparation of the annual financial statements
for the year ended March 31,2026, the applicable
accounting standards have been followed along with
proper explanation relating to material departures,

if any;

b) Appropriate accounting policies have been selected,
applied consistently and judgment and estimates have
been made that are reasonable and prudent to give a
true and fair view of the state of affairs of the Company
as on March 31,2026, and of the profit of the Company
for the year ended on that date;

c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and
other irregularities;

d) The annual financial statements have been prepared
on a going concern basis;

e) Proper internal financial controls were in place and
the financial controls were adequate and operating
effectively; and

f) Proper systems to ensure compliance with the
provisions of all applicable laws were in place and were
adequate and operating effectively.

Please refer to the Internal Controls section of the
Management Discussion and Analysis for further details.

Related Party Transactions

All related party transactions entered into during the
financial year were at arm’s length basis and in the ordinary
course of business. There were no materially significant
related party transactions made by the Company with
promoters, directors, key managerial personnel or other
designated persons, which may have a potential conflict
with the interest of the Company at large. Hence disclosure
of particulars of contracts or arrangements with related
parties referred to in sub- section (1) of section 188 of
the Companies Act, 2013 in the prescribed form AOC-2 is
not required.

All related party transactions are placed before the Audit
Committee. Prior omnibus approval of the Audit Committee
is obtained annually for transactions that are foreseeable
and repetitive. The transactions entered pursuant to the
omnibus approval so granted along with the statement

giving details of all related-party transactions are placed
before the Audit Committee on a quarterly basis.

The Company has adopted policy on Related Party
Transactions which is available on the Company’s
website:https://www.thermaxglobal.com/sites/default/
files/2026-03/TL-RPT-Policy-Nov-2025.pdf.

None of the directors have any pecuniary relationships or
transactions vis-a-vis the Company except as disclosed
under Sr. No. 2 of the Corporate Governance Report.

Standalone and Consolidated Financial
Statements

The financial statements for the year ended March 31, 2026,
have been prepared as per Schedule III to the Companies
Act, 2013, as amended from time to time. The consolidated
financial statements of the Group are prepared in
compliance with the Accounting Standards and Listing
Regulations. The cash flow for the year is attached to the
balance sheet. A separate statement containing the salient
features of subsidiaries and joint ventures in the prescribed
Form (AOC-1) is available on page 342. There were no
revisions to the financial statements and the Board’s Report
of the Company during the year under review.

Public Deposits

During the year, your Company has not accepted deposits
from the public, and as such no principal or interest was
outstanding as on March 31, 2026, as per the provisions of
the Companies Act, 2013 and the Rules framed thereunder.

Particulars of Loans, Guarantees or
Investments

The details of loans, guarantees and investments covered
under the provisions of section 186 of the Companies Act,
2013, are given in the notes to the financial statements.

The Company has not given any loan to any person in the
employment of the Company including its directors or key
managerial personnel, for purchasing or subscribing to the
shares of the Company.

Significant and Material Orders Passed by
the Regulators or Courts

There are no significant and material orders passed by the
regulators and courts or tribunals, which would impact the
going concern status of the Company.

The Insolvency and Bankruptcy Code, 2016

Your Board confirms that there are no proceeding(s)
pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of one-time settlement with any bank
or financial institution during the year under review.

Internal Audit

The internal audit at Thermax Group is carried out by
the in-house Internal Audit Department with the support
of co-sourced audit firms. For scope determination,
planning the audit and conducting reviews, the Internal
Audit Department has been consistently following an audit
cycle of July to June every year, which ensures review
of transactions included in financial year April to March.

The internal audit is risk based with a focus on controls for
management of risks. The directors consider this approach
to meet the desired purpose of Internal Audit.

Mr. Satish Jayaram, was assigned new roles and
responsibilities within the organisation and accordingly
ceased to be Chief Internal Auditor of the Company
effective May 9, 2025.

Based on the recommendations of the Audit Committee,
the Board at its meeting held on May 9, 2025, appointed
Mr. Tushar Dahale as the Chief Internal Auditor of the
Company effective May 10, 2025.

Internal Financial Control Systems and their
Adequacy

The details in respect of internal financial control and their
adequacy are included in the Management Discussion and
Analysis section, which is a part of this Report.

Risk Management

The Board of Directors of the Company have formed a Risk
Management Committee to assess the risks facing the
business and the mitigation measures taken thereof. For
more information on the Risk Management Committee,
please refer the Corporate Governance section of this
report. The committee is responsible for assisting the
Board in understanding existing risks and reviewing the
mitigation and elimination plans for those. The Audit
Committee has additional oversight in the area of financial
risks and controls. The major risks identified by the
businesses and functions are systematically bifurcated
between the committees of the Board and addressed
through mitigating actions on a continued basis. For more
information refer page 116 of the Management Discussion
and Analysis section of this Report.

Compliance Management System

The Company has implemented an IT-enabled compliance
management platform for monitoring compliance with
applicable laws, regulations. The said system has been
deployed across locations and subsidiaries. Compliance
obligations are identified and mapped to designated
compliance owners across functions, business units,
manufacturing facilities, and offices.

The compliance management system facilitates periodic
tracking, monitoring, and reporting of compliance
status and is updated to reflect changes in the
regulatory environment.

Based on the reports generated through the compliance
management system and the certifications obtained from
the concerned functions and entities, a consolidated
compliance report is placed before the Board of Directors
on a quarterly basis. The Board periodically reviews the
status of compliance with applicable laws and regulations
as part of its governance oversight framework.

Auditors

Statutory Auditors

M/s. SRBC & Co. LLP, Chartered Accountants, completed
their second consecutive term of five years as the Statutory
Auditors of the Company at the conclusion of the 44^th AGM
of the Company. Members, at the 44^th AGM, approved
the appointment of M/s. Price Waterhouse Chartered
Accountants LLP, Firm Registration No. 012754N/N500016
as the Statutory Auditors of the Company for a period of
five years commencing from the conclusion of the 44^th
AGM of the Company till the conclusion of the 49^th AGM of
the Company.

The details of total fees for all services paid by the
Company and its subsidiaries, on a consolidated basis,
to the statutory auditors are set out in the Corporate
Governance Report.

The Auditor’s Report does not contain any qualifications,
reservations, adverse remarks or disclaimer.

Cost Auditors

In terms of section 148 of the Companies Act, 2013, read
with the Companies (Cost Records and Audit) Rules,

2014, the maintenance of cost records is applicable
to the Company, and accordingly, all the cost records
are made and maintained by the Company and audited
by the cost auditors.

M/s. Dhananjay V. Joshi & Associates, Cost Accountants,
Pune, were appointed as the cost auditors of the Company
for FY 2025-26. The Cost Audit Report for the said financial
year will be filed with the Registrar of Companies within
prescribed timelines.

Based on the recommendation(s) of the Audit Committee,
the Board of Directors of the Company at its meeting
held on May 7, 2026 approved the appointment of
M/s. Dhananjay V. Joshi & Associates, Cost Accountants,
Pune as the Cost Auditors of the Company for FY 2026-27 al
a remuneration of Rs. 7,50,000/- (plus applicable taxes and
reimbursement of actual out-of-pocket expenses, if any).

The remuneration payable to the cost auditors is required
to be ratified by the Members of the Company. Accordingly,
a resolution seeking Members’ approval for the said
remuneration forms part of the Notice convening the 45^th
Annual General Meeting of the Company.

Secretarial Auditor

In accordance with the provisions of Section 204 of the
Companies Act, 2013, read the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
Regulation 24(1)(1) of the Listing Regulations and based
on the recommendations of the Board of Directors, the
Members at their 44^th AGM approved the appointment
of M/s. Makarand M. Joshi & Co., Peer Reviewed Firm
of Company Secretaries in Practice (Firm Registration
Number: P2009MH007000) as the Secretarial Auditors of
the Company for a term of five years commencing from
FY 2025-26 to FY 2029-30.

The Secretarial Audit Report issued by M/s. Makarand
M. Joshi and Co., Secretarial Auditors for FY 2025-26 is
attached as Annexure 5 on page 211.

The Secretarial Audit Report does not contain any
qualifications, reservations, adverse remarks or disclaimer.

Details regarding Frauds reported by
Auditors

During the year under audit, none of the Auditors
have reported any matter under section 143(12) of the
Companies Act, 2013. Therefore, no details are required to
be disclosed in this regard.

Annual Return

The Annual Return of the Company for the FY 2025-26 to be
filed with the Registrar of Companies is available on website
of the Company athttps://www.thermaxglobal.com/
investors/annual-reports.

Since the Annual General Meeting is proposed to be held
on July 30, 2026, the Company shall upload final copy of the
Annual Return for FY 2025-26, once the same is filed with
the Registrar of Companies.

Disclosures as required under clause 5A of Para A of Part
A of Schedule III of the Listing Regulations are given in the
Corporate Governance Report attached as Annexure 1 to
this Report.

Awards and Recognition

Your Company is proud to have received various awards
during the year. Details of the awards received during the
year are given on page 22.

Acknowledgements

Your directors place on records their appreciation for
the continued support extended during the year by the
Company’s customers, business associates, suppliers,
bankers, investors and government authorities. They also
place on record their appreciation for the dedication and
value-added contribution made by all the employees.

Your directors would also like to thank all the shareholders
for continuing to repose their faith in the Company and
its future.

For and on behalf of the Board of Directors of
Thermax Limited

Meher Pudumjee

Chairperson
DIN:00019581
Pune, May 7, 2026