Outcome of Board Meeting

July 30, 2026 The Secretary National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G, PJ Towers, Dalal Street Bandra Kurla Complex, Mumbai: 400 001 Bandra (E) Company Scrip Code: 500411 Mumbai – 400 051 Company Scrip Code: THERMAX Sub: Intimation under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Ref: Outcome of the Board Meeting held on July 30, 2026 Dear Sir / Madam, The Board at its meeting held today i.e., July 30, 2026, transacted the following business: A. Financial Results: Approved the Un-audited Standalone and Consolidated Financial Results of the Company for the quarter ended June 30, 2026, along with the Limited Review Report issued by the Statutory Auditors of the Company. A copy of the same along with the press release giving highlights of the said results is enclosed. B. Scheme of Arrangement and Amalgamation between Thermax Bioenergy Solutions Private Limited (“TBSPL” or “Demerged Company”) and Thermax Cooling Solutions Limited (“TCSL” or the “Transferor Company”) and Thermax Limited (“TL” or “Resulting Company” or “Transferee Company”) and their respective shareholders The Board of Directors has approved the Scheme of Arrangement and Amalgamation between Thermax Bioenergy Solutions Private Limited (“TBSPL” or “Demerged Company”) and Thermax Cooling Solutions Limited (“TCSL” or the “Transferor Company”) and Thermax Limited (“TL” or “Resulting Company” or “Transferee Company”) and their respective shareholders (“Scheme”) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant rules & regulations framed thereunder. The Demerged Company and the Transferor Company are wholly owned subsidiaries of the Company. The Scheme is subject to necessary statutory and regulatory approvals, including approval of the Jurisdictional Hon’ble National Company Law Tribunal (“NCLT,”) and other regulatory authorities, as may be required in terms of the applicable provisions of the law. The salient features of the proposed Scheme, inter alia, are given as under: 1. The Appointed Date of the Scheme would be 1st April 2026 or such other date as may be fixed or approved by the Hon’ble NCLT, and which is acceptable to the Board of Directors of the Companies. 2. The assets and liabilities pertaining to the Demerged Undertaking of the Demerged Company to be transferred to and recorded by the Company at their respective carrying values. 3. The entire assets and liabilities of the Transferor Company to be transferred to and recorded by the Company at their respective carrying values. All inter-company balances and investments amongst the Transferor Company and the Company will stand cancelled as a result of the proposed Scheme. 4. The entire share capital of the Demerged Company and the Transferor Company is held by the Company (directly and jointly with nominee shareholders). Upon the Scheme becoming effective, no equity shares of the Company shall be allotted in lieu or exchange of the holding of the Company in the Demerged Company and the Transferor Company. Accordingly, equity shares held by the Company in the Transferor Company shall stand cancelled on the Effective Date without any further act, instrument. Or deed. The requisite details as required by SEBI Circular No. HO/49/14/14(7)2025- CFDPOD2/I/3762/2026 dated January 30, 2026, regarding the same are enclosed herewith as Annexure “A” & “B”. The Board Meeting commenced at 1.30 p.m. and concluded at 3.40 p.m. You are kindly requested to take note of the above. Thanking you, Yours faithfully, For THERMAX LIMITED Sangeet Hunjan Company Secretary & Compliance Officer Membership No: A23218 Encl: As above Annexure A Sr. Particulars Description 1. Name of the entity(ies) forming Transferor Company: part of the Scheme of Arrangement and amalgamation/ Thermax Cooling Solutions Limited is a public limited merger, details in brief such as, company incorporated under the erstwhile Companies Act, size, turnover etc 1956 on the October 6, 2009 in the state of Maharashtra. The CIN of the Transferor Company as on date is U74909PN2009PLC134761. The Transferor Company is a wholly-owned subsidiary of the Transferee Company. Transferee Company: Thermax Limited was originally incorporated as a public limited company under the erstwhile Companies Act, 1956, on June 30, 1980 in the State of Maharashtra. The CIN of the Transferee Company as on date is L29299PN1980PLC022787. Thermax is a listed company having its equity shares listed on BSE Limited and National Stock Exchange of India Limited. The financial details of the Companies are provided in ‘Exhibit I’. 2. Whether the transaction would Yes. The Transferor Company is a direct wholly-owned fall within related party subsidiaries of the Transferee Company and as such the said transactions? If yes, whether the companies are related party to each other. same is done at “arms length”; However, the Ministry of Corporate Affairs has clarified vide its General Circular No. 30/ 2014 dated July 17, 2014 that transactions arising out of Compromise, Arrangements and Amalgamations dealt with under specific provisions of the Companies Act, 2013, will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013. Further, pursuant to Regulation 23(5)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the related party transaction provisions are not applicable to the proposed Scheme. The Scheme is also exempted from the provisions of SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023. 3. Area of business of the Transferor Company: entity(ies); Thermax Cooling Solutions Limited is engaged in the business of setting up Energy Projects, Energy Exchange Platform and providing Energy Services including provision of electrostatic precipitators, regenerative air preheaters and related services etc. Transferee Company: Thermax Limited, listed on BSE and NSE, is a leading conglomerate in the energy and environment space and a trusted partner in energy transition. Thermax’s extensive portfolio includes clean air, clean energy, clean water and chemical solutions. 4. Rationale for scheme; In order to simplify overall group structure and reduce administrative overheads, Management has proposed consolidation of Transferor Company with the Company which is expected to result in a significant improvement in certain key financial ratios. The proposed merger is also expected to result in annual cost savings for the Thermax Group, thereby enhancing long-term shareholder value Such consolidation of resources is also anticipated to convey stronger financial stability and valuation metrics, thereby presenting a more accurate picture of the Company’s financial strength and long-term prospects. 5. In case of cash consideration – The entire issued, subscribed and paid-up share capital of amount or otherwise share the Transferor Company is held by the Transferee Company exchange ratio; along with its nominees. Hence, the Transferor Company is directly and beneficially owned by the Transferee Company along with its nominees. Accordingly, the Transferor Company is a direct wholly-owned subsidiary of the Transferee Company. Further, the shares of the Transferor Company held by the Transferee Company directly, shall stand cancelled without any further act/instrument or deed. 6. brief details of change in There will be no change in the shareholding pattern of the shareholding pattern (if any) of Company pursuant to the Scheme, as no shares are being listed entity. issued by the Transferee Company in connection with the Scheme. Annexure B Sr. Particulars Description 1. Brief details of the division(s) to Demerged Company: be demerged; Thermax Bioenergy Solutions Private Limited was incorporated as a public limited company under the Companies Act, 2013 [Showing first 8,000 characters — download PDF for full document]