Thermax Limited has announced a strategic acquisition to strengthen its digital capabilities and service offerings through the purchase of an additional stake in Exactspace Technologies Private Limited. The company signed definitive agreements on February 27, 2026, marking a significant step in expanding its technology portfolio.

Transaction Overview

The acquisition involves Thermax purchasing a 35.83% stake in Exactspace Technologies through Share Subscription and Share Purchase Agreements, along with a Shareholders' Agreement. The transaction is structured as a cash deal valued at ₹30.48 crores, subject to transaction adjustments.

Strategic Implications

This acquisition will transform Exactspace from an associate company to a subsidiary of Thermax, given the increased shareholding to 51%. The definitive agreements include a strategic provision allowing Thermax to acquire the remaining 49% stake after a period of 3 years, subject to terms and conditions specified in the agreements.

The proposed acquisition aims to enable Thermax to deliver end-to-end asset support and strengthen its service offerings. Exactspace's solutions will enhance Thermax's capabilities in several key areas:

• Artificial intelligence-based predictive asset maintenance
• Process optimization for customers
• Asset efficiency improvement in uptime and longevity
• Analytics-driven failure analysis

About Exactspace Technologies

Exactspace Technologies Private Limited, incorporated on December 14, 2017, operates in the IT industry with a focus on developing Artificial Intelligence-based Industrial Internet of Things solutions specifically for manufacturing customers of Thermax. The company is headquartered at #432, 8th Cross, Domlur Layout, Bangalore, Karnataka – 560071, India.

Regulatory Compliance

The transaction has been classified as a Related Party Transaction, though the promoter/promoter group does not have any interest in the entity being acquired. The acquisition does not require any governmental or regulatory approvals. The 51% stake will be acquired subject to completion of conditions precedent, with the balance 49% to be acquired after 3 years in accordance with the definitive agreements.

This strategic move positions Thermax to leverage advanced AI and IoT technologies to enhance its industrial solutions and expand its digital transformation capabilities in the manufacturing sector.

Thermax Limited has announced board approval for a Scheme of Amalgamation between two of its step-down subsidiaries engaged in renewable energy operations. The boards of directors of Jalansar Wind Energy Private Limited (Transferor Company) and Kanakal Wind Energy Private Limited (Transferee Company) approved the amalgamation scheme during their respective meetings held on February 4, 2026.

Corporate Structure and Financial Details

Both companies are subsidiaries of First Energy Private Limited, which is a wholly-owned subsidiary of Thermax Limited. The financial position of both entities as on March 31, 2025, demonstrates their operational scale in the renewable energy sector.

Amalgamation Framework and Approvals

The Scheme of Amalgamation has been structured under Section 233 and other applicable provisions of the Companies Act, 2013. The board meetings of the transferor and transferee companies concluded at 10:00 a.m. and 10:30 a.m. (IST) respectively on February 4, 2026. The scheme requires multiple levels of approval before implementation, including consent from shareholders and creditors of both companies, as well as approval from the Hon'ble Regional Director.

Strategic Rationale and Benefits

The boards of directors believe the amalgamation serves the best interests of all stakeholders. The scheme is designed to deliver several operational and financial advantages:

• Business Consolidation: Integration of operations between the transferor and transferee companies
• Operational Efficiency: Enhanced synergies and better utilization of existing assets
• Regulatory Simplification: Reduction in multiplicity of legal and regulatory compliance requirements
• Cost Optimization: Savings in administrative, managerial, and compliance expenses
• Geographic Synergy: Both companies serve the same captive user with projects situated adjacent to each other

Share Exchange Mechanism

Upon the scheme becoming effective, Kanakal Wind Energy Private Limited will issue and allot one equity share for every one share held by shareholders of Jalansar Wind Energy Private Limited. This 1:1 share exchange ratio ensures proportionate ownership transfer during the amalgamation process.

Regulatory Compliance and Impact

The transaction qualifies as a related party transaction given the corporate structure. However, since the amalgamation involves step-down subsidiaries of Thermax Limited, there will be no change in the shareholding pattern of the listed entity. The company has fulfilled its disclosure obligations under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, by informing both stock exchanges about the board approval.