Thermax Limited has informed stock exchanges about the reversal of an acquisition by its subsidiary due to unmet closing conditions. The company's wholly-owned subsidiary First Energy Private Limited (FEPL) has sold back the acquired shareholding to the original seller.

Transaction Reversal Details

FEPL had originally entered into a Share Purchase Agreement on September 6, 2024, to acquire 100% shareholding of Onix-Two Enersol Private Limited (OTEPL). However, due to non-fulfillment of the closing conditions within the agreed and extended timelines, FEPL executed a Share Sale and Purchase Agreement with the original seller and nominee on January 3, 2026.

Regulatory Compliance

The transaction has been structured in compliance with SEBI regulations. Key aspects of the deal include:

• The buyers do not belong to the promoter, promoter group, or group companies
• The transaction does not fall within related party transactions
• The sale is not part of any Scheme of Arrangement
• No slump sale provisions are applicable

Financial Impact

OTEPL reported a total revenue of ₹1.22 lakh as of March 31, 2025, for FY 2024-25. The reversal transaction involves a consideration of ₹1.00 lakh, representing the sale price back to the original seller and nominee.

Corporate Structure

The transaction involves multiple parties including FEPL as the seller, OTEPL as the target company, and the original seller along with its nominee as the buyers. The deal represents a complete exit from the earlier acquisition attempt, returning the shareholding to its original ownership structure.

Thermax has fulfilled its disclosure obligations under Regulation 30 of SEBI Listing Regulations, providing comprehensive details about the transaction reversal to ensure transparency for stakeholders and regulatory compliance.

Thermax Limited has received a GST assessment order from tax authorities in Jamshedpur, imposing a penalty of ₹11.86 lakh for alleged input tax credit discrepancies. The company disclosed this development to stock exchanges on January 1, 2026, in compliance with regulatory requirements.

Assessment Order Details

The State Tax Officer (GST) in Jamshedpur, Jharkhand, passed the assessment order imposing the penalty on the engineering company. The order was received by Thermax on December 31, 2025.

Nature of Violation

The penalty stems from input tax credit availed by Thermax that allegedly did not match with the tax reported by suppliers in their returns on the GSTIN portal. According to the assessment order, the GST credit claimed by the company was not supported by corresponding supplier reporting in their returns on the government's GST portal.

Company's Response and Impact

Thermax has indicated that the assessment order will have no impact on its financial, operational, or other activities. The company plans to challenge the penalty through the appropriate legal channels.

Key aspects of the company's position include:

• No quantifiable monetary impact on operations expected
• Plans to file an appeal against the assessment order
• Will challenge the demand in due course of time

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 of the SEBI Listing Regulations, which requires listed companies to inform stock exchanges about material developments. The communication was signed by Company Secretary and Compliance Officer Sangeet Hunjan and submitted to both BSE Limited and National Stock Exchange of India Limited.

The company provided detailed information as required by SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, ensuring full transparency with investors and regulatory authorities regarding the GST assessment matter.