Thermax Limited has announced a total dividend of ₹20 per equity share for the financial year 2025-26, including a special payout to commemorate its 60th anniversary. The Board of Directors recommended a final dividend of ₹14 per share alongside a special dividend of ₹6 per share. Shareholders must hold shares as of July 3, 2026, to qualify for the dividend distribution.

The dividend payments are subject to the approval of members at the 45th Annual General Meeting (AGM). The meeting is scheduled to be held on Thursday, July 30, 2026, at 4.30 p.m. IST via Video Conferencing (VC) and Other Audio-Visual Means (OAVM). The company stated that the dividend would be paid within the prescribed statutory timelines following the AGM approval.

The company has notified shareholders that dividends are taxable under the Income-Tax Act, 2025. Consequently, Thermax will deduct tax at source (TDS) at the time of payment. Members have been requested to submit relevant documents to the company or its registrar and transfer agent (RTA) to ensure the appropriate TDS rate is applied. Documents can also be uploaded via a designated link provided by the registrar, KFintech.

Key Dividend Details

The Notice for the 45th AGM and the Annual Report for FY 2025-26 will be sent electronically to shareholders whose email IDs are registered with the company or depository participants. Physical shareholders have been advised to register their email addresses with KFintech to receive these documents. The reports will also be available on the company’s website and the websites of BSE Limited and National Stock Exchange of India Limited.

Thermax Limited has received approval from the National Company Law Tribunal (NCLT), Mumbai Bench, to absorb its wholly owned subsidiary, Buildtech Products India Private Limited. The order, dated June 2, 2026, sanctions the Scheme of Merger by Absorption, which aims to consolidate the construction chemicals business and enhance operational synergies. The scheme will become effective upon filing the order with the Registrar of Companies, Pune.

Scheme Details and Rationale

The Board of Directors of both companies approved the proposed scheme on October 17, 2025. The appointed date for the merger is April 1, 2025. The rationale includes consolidating the construction chemicals business to achieve economies of scale, eliminating duplication of operations, and simplifying the group structure. The merger is expected to provide better cash flow management and unfettered access to resources generated by the construction chemicals business.

Financial and Regulatory Compliance

The transferor company, Buildtech Products India Private Limited, holds 15,21,000 equity shares amounting to ₹1,52,10,000. Since Thermax holds the entire equity share capital of the transferor company, no new shares will be issued, and no consideration will be paid upon amalgamation. The shares of the transferor company held by Thermax will stand extinguished upon the scheme becoming effective.

Statutory Auditors and Creditors

Price Waterhouse Chartered Accountants LLP, the statutory auditor of the applicant companies, certified that the accounting treatment proposed in the scheme conforms with accounting standards prescribed under Section 133 of the Companies Act, 2013. The transferee company has 7 secured creditors with dues of ₹1287.62 crores, with creditors representing 97% in value providing consent. The transferor company has no secured creditors and 52 unsecured creditors.

Implementation and Next Steps

The scheme will become effective upon filing the NCLT order with the Registrar of Companies, Pune. The applicant companies are directed to file a certified copy of the order in e-Form INC-28 within 30 days from the date of receipt. Additionally, the companies must lodge a certified copy of the order with the concerned Superintendent of Stamps for adjudication of stamp duty within 60 working days. The transferor company will be dissolved without winding up upon completion of the process.