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.

Thermax Limited has intimated that its officials will participate in the Trinity India 2026 – 16th Annual Global Investor Conference. The event is scheduled to take place on May 28, 2026, in Mumbai.

The conference is organized by 360 ONE Capital (B&K) and serves as an Annual Institutional Investor Conference. The company stated that the participation is in compliance with the applicable provisions of the SEBI Listing Obligations and Disclosure Requirements) Regulation, 2015.

Event Details

The following table outlines the specifics of the upcoming meeting:

Thermax noted that changes to the schedule may occur due to exigencies on the part of the host or the company. The disclosure further clarifies that no unpublished price sensitive information (UPSI) will be shared during the aforesaid meeting.