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.

Thermax delivered exceptional financial performance in Q3 FY26, showcasing robust growth across key profitability metrics and significant margin improvements. The company's consolidated net profit witnessed remarkable expansion of 76% year-on-year, while EBITDA performance demonstrated substantial operational improvements with margin expansion of over 200 basis points, reflecting the effectiveness of its strategic initiatives and operational excellence.

Comprehensive Financial Performance

The company's Q3 results demonstrated exceptional improvements across multiple financial parameters. The substantial profit growth was complemented by strong operational performance and enhanced profitability metrics, indicating improved operational efficiency and better cost management during the quarter.

Margin Enhancement and Operational Excellence

The company achieved significant margin expansion with EBITDA growing 34% to ₹2.54 billion compared to ₹1.89 billion in the corresponding quarter. The EBITDA margin improved substantially to 9.64% from 7.54% in the previous year, representing an improvement of 210 basis points and demonstrating enhanced operational efficiency and cost optimization initiatives.

Order Book Excellence and Business Momentum

The company achieved remarkable order booking growth of 34% to ₹3,080 crore compared to ₹2,296 crore in the corresponding quarter. The order balance reached ₹12,641 crore, representing an 11% increase from the previous year. Thermax Babcock & Wilcox Energy Solutions Limited secured a significant order exceeding ₹580 crore from Dangote Industries for utility boilers and associated systems for their Nigerian refinery and petrochemical complex.

Exceptional Items Impact

During the quarter, exceptional items contributed ₹58.75 crore to profit before tax. This includes the reversal of a previously recognised provision of ₹50.63 crore and interest income of ₹29.16 crore following the Bombay High Court order setting aside an arbitral award and directing customer refund with 6% per annum interest. This was partially offset by a one-time impact of ₹21.04 crore arising from changes in labour codes.

Standalone Performance Highlights

On a standalone basis, Thermax Limited posted operating revenue of ₹1,599.01 crore, representing 9% growth compared to ₹1,468.83 crore in the corresponding quarter. The standalone profit after tax reached ₹175.48 crore, demonstrating 70% growth from ₹103.18 crore in the previous year.