Shareholders meeting

July 03, 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 EQ Sub: Notice of the 45th Annual General Meeting (AGM) and Annual Report for FY 2025-26 Dear Sir/Madam, In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we are enclosing herewith the Notice of 45th AGM and the Annual Report of the Company for the financial year 2025-26, which will be circulated to the shareholders through electronic mode today i.e., July 03, 2026. Further, pursuant to Regulation 36(1)(b) of the Listing Regulations, a letter providing the web- link from where the Annual Report can be accessed on the Company’s website, is also being sent to the shareholders whose e-mail ids are not registered Company / Depository Participants. The 45th AGM will be held on Thursday, July 30, 2026 at 4.30 p.m. (IST) through Video Conferencing (VC) and Other Audio-Visual Means (OAVM). The AGM Notice and the Annual Report are available on the Company’s website at www.thermaxglobal.com. The schedule of AGM is as set out below: Event- 45th AGM Details Time (IST) Date and time of AGM Thursday, July 30, 2026 4.30 p.m. Mode Video Conferencing (VC) and Other Audio- - Visual Means (OAVM) Link for participation through video https://emeetings.kfintech.com/ - conferencing Record date for Dividend Friday, July 3, 2026 - Dividend payment date Tuesday, August 4, 2026 - Cut-off date for e-voting Thursday, July 23, 2026 - E-voting start date and time Monday, July 27, 2026 9.00 a.m. E-voting end date and time Wednesday, July 29, 2026 5.00 p.m. Thanking you, Yours faithfully, For THERMAX LIMITED, Sangeet Hunjan Company Secretary & Compliance Officer Membership No: A23218 Encl: as above Notice THERMAX LIMITED Reg. Office: D-13, MIDC Industrial Area, R.D. Aga Road, Chinchwad, Pune 411 019 Corporate Office: Thermax House, 14, Mumbai-Pune Road, Wakdewadi, Pune 411 003 Email ID: cservice@thermaxglobal.com Website: www.thermaxglobal.com Tel no: 020-66051200 Corporate Identity No. (CIN) - L29299PN1980PLC022787 NOTICE NOTICE is hereby given that the 45th Annual General Companies Act, 2013 and the Companies (Audit Meeting of THERMAX LIMITED (“the Company”) will be and Auditors) Rules, 2014 (including any statutory held on Thursday, July 30, 2026 at 4.30 p.m. (IST) through modification(s) or re-enactment thereof for the time Video Conferencing (“VC”)/Other Audio-Visual Means being in force), a remuneration of Rs. 7,50,000/- (“OAVM”) to transact the following business: (Rupees Seven Lakh Fifty Thousand only) plus applicable taxes and reimbursement of actual out of ORDINARY BUSINESS pocket expenses, payable to M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune, the Cost Auditors 1. Adoption of financial statements appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company To receive, consider, approve and adopt the Audited for the financial year ending March 31, 2027, be and is Standalone and Consolidated Financial Statements hereby ratified and confirmed. of the Company for the financial year ended March 31, 2026 together with the reports of the Board of Directors RESOLVED FURTHER THAT any Director(s) or the and Auditors thereon. Chief Financial Officer or the Company Secretary of the Company be and is hereby severally authorised to do 2. Declaration of Dividend all acts, deeds and things including filing of necessary To declare dividend of Rs. 14/- and a special dividend forms, documents, applications and take steps as may of Rs. 6/- aggregating to Rs. 20/- (1000%) per equity be deemed necessary, proper or expedient to give share of face value of Rs. 2/- each for the financial year effect to this resolution and matters incidental thereto.” ended March 31, 2026. 5. R e-appointment of Dr. Ravi Shankar Gopinath 3. A ppointment of Mr. Ashish Bhandari (DIN: 00803847) as the Non-Executive, (DIN: 05291138) as a Director, liable to Independent Director of the Company retire by rotation To consider and if thought fit, to pass with or without To appoint a Director in place of Mr. Ashish Bhandari modification(s), the following resolution as a (DIN: 05291138), who retires by rotation in terms of Special Resolution: Section 152 of the Companies Act, 2013 and being eligible, offers himself for re-appointment. “RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152, Schedule IV and other SPECIAL BUSINESS applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment 4. Ratification of remuneration to Cost Auditors and Qualification of Directors) Rules, 2014, and in for Financial Year ending March 31, 2027 accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing To consider and if thought fit, to pass, with or without Regulations”) (including any statutory modification(s) modification(s), the following resolution as an or re-enactment thereof for the time being in force), Ordinary Resolution: the provisions of the Articles of Association of the “RESOLVED THAT pursuant to the provisions of Company, and based on the recommendations of the Section 148 and other applicable provisions of the Thermax Limited � Annual Report 2025-26 01 NOTICE Nomination and Remuneration Committee and Board Dr. Ravi Shankar Gopinath be paid such fees, of Directors in this behalf, consent of the Members remuneration and commission as the Board may be and is hereby accorded for re-appointment of approve from time to time and subject to such limits as Dr. Ravi Shankar Gopinath (DIN: 00803847), who may be prescribed. has submitted a declaration that he meets the criteria RESOLVED FURTHER THAT any Director(s) or the of Independence under Section 149 of the Act and Chief Financial Officer or the Company Secretary of the Regulation 16 of the Listing Regulations, and who is Company be and is hereby severally authorised to do eligible for re-appointment and in respect of whom the all acts, deeds and things including filing of necessary Company has received notice in writing under Section forms, documents, applications and take steps as may 160 of the Act, proposing his candidature for the office be deemed necessary, proper or expedient to give of Director, as Non-Executive Independent Director effect to this resolution and matters incidental thereto. of the Company, not liable to retire by rotation, for a second term of five consecutive years, with effect from November 10, 2026 till November 9, 2031 (both days By Order of the Board of Directors inclusive). For Thermax Limited RESOLVED FURTHER THAT pursuant to the provisions of Section 149, 197 and other applicable Sangeet Hunjan provisions of the Act and the Rules made thereunder Company Secretary and (including any statutory modification(s) or Place: Pune Compliance Officer re-enactment thereof for the time being in force), Dated: May 7, 2026 Membership no.: A23218 02 Business with a Purpose Notice Notes: The Company will also publish an advertisement in newspaper containing the details about the AGM i.e. 1. T he Explanatory Statement pursuant to Section the conduct of AGM through VC/OAVM, date and 102(1) of the Companies Act, 2013 (“the Act”) in time of AGM, availability of notice of the AGM at the respect of the special business, is annexed hereto. Company’s website on www.thermaxglobal.com Additional information in respect of Director seeking and manner of registering the e-mail IDs of those appointment/re-appointment at the 45th Annual shareholders who have not registered their email General Meeting forms part of Explanatory Statement addresses with the Company/RTA. annexed to the notice. 6. I n compliance with Regulation 36(1)(b) of the SEBI 2. The Ministry of Corporate Affairs (“MCA”) i [Showing first 8,000 characters — download PDF for full document]