Thermax Limited’s Board of Directors has approved a Scheme of Arrangement and Amalgamation involving its wholly-owned subsidiaries, Thermax Bioenergy Solutions Private Limited and Thermax Cooling Solutions Limited, with Thermax Limited. This strategic move aims to simplify the group’s structure, reduce administrative overheads, and enhance shareholder value. The scheme is subject to regulatory approvals, including from the National Company Law Tribunal (NCLT).
Thermax Board Approves Key Amalgamation Scheme
On July 30, 2026, the Board of Directors of Thermax Limited announced its approval for a significant Scheme of Arrangement and Amalgamation. This strategic initiative involves the amalgamation of two wholly-owned subsidiaries, Thermax Bioenergy Solutions Private Limited (TBSPL) and Thermax Cooling Solutions Limited (TCSL), with the parent company, Thermax Limited (TL).
Objectives of the Scheme
The proposed amalgamation is designed to achieve several key objectives:
- Simplify the overall group structure.
- Reduce administrative overheads.
- Result in a significant improvement in key financial ratios.
- Achieve annual cost savings for the Thermax Group.
- Enhance long-term shareholder value.
- Convey stronger financial stability and valuation metrics.
The scheme will facilitate the demerger of the Bio-CNG EPC business from TBSPL into Thermax Limited, while the Operations and Maintenance (O&M) business will continue with TBSPL. Additionally, the entire Thermax Cooling Solutions Limited will be merged with Thermax Limited.
Financial Impact and Shareholding
The financial details as of March 31, 2026, show that the demerged undertaking (Thermax Cooling Solutions Limited) had a Paid-up Equity Share Capital of ₹10.0 Crores and Net Worth of ₹0.6 Crores, with Total Income of ₹0.8 Crores. The unaudited standalone financial results for the quarter ended June 30, 2026, indicate a revenue of ₹1,303 crore and a loss after tax of ₹18 crore. Consolidated revenue stood at ₹2,303 crore with a profit after tax of ₹22 crore.
The entire share capital of both the demerged company and the transferor company is held by Thermax Limited. Consequently, upon the scheme becoming effective, no new equity shares will be allotted, and the shares held by Thermax Limited in the transferor company will stand cancelled. There will be no change in the shareholding pattern of Thermax Limited as a result of this scheme.
Regulatory Approvals
The Scheme is subject to the necessary statutory and regulatory approvals, including the approval of the Hon’ble National Company Law Tribunal (NCLT) and other relevant authorities. The Appointed Date for the Scheme is proposed as April 1, 2026. The transactions will be accounted for as common control business combinations.
Source: BSE
