Thermax Limited has convened its 45th Annual General Meeting (AGM) on Thursday, July 30, 2026, at 4.30 p.m. (IST), to be conducted through Video Conferencing (VC) and Other Audio-Visual Means (OAVM), in compliance with Ministry of Corporate Affairs (MCA) circulars. The registered office of the company at D-13, MIDC Industrial Area, R.D. Aga Road, Chinchwad, Pune 411 019 shall be deemed to be the venue for the AGM. The company, which marks its 60th anniversary milestone, recorded a consolidated revenue of Rs. 10,694 crore and a consolidated PAT of Rs. 720 crore in FY 2025-26, with order booking growing 34.2% to Rs. 13,871 crore.

Key AGM Dates and Schedule

The following table summarises the important dates associated with the 45th AGM:

FY 2025-26 Financial Highlights

The following table summarises key consolidated financial metrics for FY 2025-26:

Ordinary Business

The AGM will take up the following ordinary business items:

• Adoption of Financial Statements: Members will consider and adopt the audited standalone and consolidated financial statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.
• Declaration of Dividend: The Board has recommended a dividend of Rs. 14 and a special dividend of Rs. 6, aggregating to Rs. 20 (1000%) per equity share of face value Rs. 2 each, for the financial year ended March 31, 2026. The special dividend of Rs. 6 per share marks the company's 60th anniversary milestone.
• Re-appointment of Director: Mr. Ashish Bhandari (DIN: 05291138), who retires by rotation, is proposed for re-appointment as a Director.

Special Business

Two items of special business are placed before members:

Ratification of Cost Auditor Remuneration: The Board, based on the Audit Committee's recommendation, approved the appointment of M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune, as Cost Auditors for FY 2026-27. Members are requested to ratify the remuneration of Rs. 7,50,000 (Rupees Seven Lakh Fifty Thousand only) plus applicable taxes and reimbursement of actual out-of-pocket expenses.

Re-appointment of Independent Director: Dr. Ravi Shankar Gopinath (DIN: 00803847), whose first term as Non-Executive Independent Director expires on November 9, 2026, is proposed for re-appointment for a second term of five consecutive years from November 10, 2026 to November 9, 2031 (both days inclusive), via a Special Resolution. The Nomination and Remuneration Committee evaluated his skillset, knowledge, experience, and performance during his tenure before recommending the re-appointment.

Director Profiles

The following table provides additional details on directors seeking appointment or re-appointment at the AGM:

Dividend and E-Voting Information

The record date for determining dividend entitlement has been fixed as Friday, July 3, 2026. Subject to shareholder approval at the AGM, the dividend will be paid on Tuesday, August 4, 2026, to all beneficial owners as per depository records and to members holding shares in physical form as of the close of business hours on the record date. Members are reminded that dividend income is taxable in the hands of shareholders, and the company is required to deduct tax at source at prescribed rates.

Remote e-voting is facilitated through KFintech's platform at https://evoting.kfintech.com/ . Members holding shares in demat mode can also vote through their respective depository participant (DP) portals — NSDL ( https://eservices.nsdl.com ) or CDSL ( www.cdslindia.com ). The cut-off date for determining voting eligibility is Thursday, July 23, 2026. Mr. Sridhar Mudaliar (FCS 6156), or failing him, Ms. Sheetal Joshi (FCS 10480) of M/s. SVD & Associates, Company Secretaries, have been appointed as Scrutinizers for the e-voting process. The results of e-voting will be declared within two working days of the conclusion of the meeting and communicated to the stock exchanges.

Members with queries on the financial statements are requested to write to the company at least 10 days before the meeting. The Notice of AGM and the Annual Report for FY 2025-26 are available on the company's website at www.thermaxglobal.com and on the websites of BSE Limited and National Stock Exchange of India Limited.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE152A01029/1f9fcf9b4d0943c4.pdf

Thermax Limited reduced its carbon emissions by 35% compared to the FY 2019 baseline in its Business Responsibility and Sustainability Report (BRSR) for FY 2025-26. The company, which provides energy and environment solutions, submitted the report to the stock exchanges on July 3, 2026. While carbon emissions decreased, freshwater consumption increased by 17% and overall waste generation rose by 38% during the year. Thermax attributed the rise in resource consumption and emissions to business expansion, including the commencement of Unit 2 at Jhagadia and two acquisitions in the chemical and water & waste solutions businesses.

Environmental Performance

Thermax disclosed that its total energy consumption for FY 2025-26 stood at 314,680 units, with 50% sourced from renewable energy. The company reported total Scope 1 emissions of 7,422 metric tonnes of CO2 equivalent and Scope 2 emissions of 14,372 metric tonnes of CO2 equivalent.

Water withdrawal totalled 901,669 kilolitres, with a consumption volume of 419,774 kilolitres. The company generated 24,718 metric tonnes of waste in total, of which 21,953 metric tonnes were recovered through recycling, reusing, or other recovery operations.

Social and Governance Metrics

The company reported a workforce of 10,365 individuals, comprising 6,086 employees and 4,279 workers. Women accounted for 8% of the total employee strength and 2% of the total workforce. The report noted one employee fatality during the year, with a Lost Time Injury Frequency Rate (LTIFR) of 0.22 for workers.

On the governance front, Thermax stated that it had received no complaints regarding conflict of interest involving Directors or Key Managerial Personnel. The company also reported that 58% of its inputs were sourced sustainably.

Price Waterhouse Chartered Accountants LLP provided a reasonable assurance report on the BRSR Core indicators for the financial year.