Dear Shareholder,

Your Directors have pleasure in presenting the 45^th Annual Report on the business and operations of the Company, together with the audited financial statements of your Company for the year ended March 31, 2026.

Previous period figures have been regrouped to confirm to current periods classification

On a consolidated level, the group revenue was at Rs. 10,694 crore (Rs. 10,369 crore). The Group's international business was higher by 32.36% at Rs. 3,084 crore (Rs. 2,330 crore). Consolidated order booking for FY2025-26 increased by 34.19% to Rs. 13,871 crore (Rs. 10,337 crore). Order booking in international markets at Rs. 4,199 crore was higher by 16.70%.

Your Company, on a standalone basis, posted a revenue of Rs. 6,518 crore for the FY2025-26, against lastyear's revenue of Rs. 6,244 crores. Revenue from exports was up 24.47% at Rs. 1,471 crore (Rs. 1,181 crore). Order booking from continuing operations stood at Rs. 7,066 crore, higher by 12.70% as compared to Rs. 6,270 crores in the previous year.

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

There is no change in the nature of business of the Company.

Your Company has been rated ‘AA+/ Stable (Reaffirmed) for Long Term Rating and A1+ (Reaffirmed) for Short Term Rating' by Credit Rating Information Services of India Limited (CRISIL) for its banking facilities. The rating reflects your Company's continued good parentage, credit profile, liquidity position, strong corporate governance practices, financial flexibility and conservative financial policies. Your Company has been rated A1+ for short term rating by CARE for commercial paper. However, the Company did not issue any commercial papers during the year under review.

Your Company has also been assigned ESG rating of Care Edge-ESG 1 i.e., rating scale "Leadership" by CARE ESG Ratings Limited, a registered ESG ratings service provider.

The Board of Directors has recommended a final dividend of Rs. 14/-. Further, marking Thermax's 60^th anniversary milestone, the Board has also recommended a special dividend of Rs. 6/-. The aggregate final dividend of Rs. 20/- per equity share of face value of Rs. 2/- each (1,000%) for the year ended March 31,2026 will be paid subject to the approval of members at the ensuing Annual General Meeting (AGM).

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company has adopted Dividend Distribution Policy, which is made available on the Company's website and can be accessed using the link: https://www.thermaxalobal.com/ sites/default/files/2025-10/Dividend-Distribution-Policv New-1.pdf.

Pursuant to Section 124 of the Companies Act, 2013 ("the Act"), the dividends that are unpaid or unclaimed for a period of seven years shall be transferred to IEPF along with the underlying shares on which such dividend remains unclaimed.

Details of transfer to IEPF during the year under review are as below:

The information regarding unpaid/unclaimed dividends and Nodal Officer/Deputy Nodal Officer appointed as per the Act, is available on the website of the Company at https://www.thermaxalobal.com/investors/iepf-investor- education-protection-fund.

The closing balance of the retained earnings of the Company for FY2025-26, after all appropriation and adjustments, was Rs. 3,871.42 crore on standalone basis and Rs. 4,773.42 crore on a consolidated basis. During the year, the Company has not transferred any amount to the General Reserve.

The paid-up equity share capital of the Company was Rs. 23.83 crore as on March 31, 2026. There were no public or preferential rights or bonus issued during the year. The Company has not issued any shares with differential voting rights, sweat equity shares.

During the year under review, there was no instance to report Statement of Deviation(s) or Variation(s) in share capital as per Regulation 32 of the Listing Regulations.

In accordance with Section 136 of the Companies Act, 2013, Annual Report of your Company containing inter alia, financial statements and consolidated financial statements, has been placed on our website: httPs://www.thermaxalobal. com/investors/annual-reports which can be accessed using the above link. Further, the financial statements of the subsidiaries have also been placed on our website: https:// www.thermaxalobal.com/investors/annual-reports.

The report on the growth trends and outlook of those subsidiaries which impact your Company's performance reasonably are captured in the Management Discussion and Analysis section of this Report.

The Company entered into Share Subscription and Share Purchase Agreement and a Shareholders Agreement with Exactspace, its promoters and existing investors on February 27, 2026, for acquisition of 35.83% additional stake (on a fully diluted basis). Accordingly, following the completion of transaction on April 09, 2026, Exactspace has become a subsidiary of the Company.

The Boards of Directors of Jalansar ("Transferor Company") and Kanakal Wind Energy Private Limited ("Transferee Company"), both step-down subsidiaries of the Company, approved a Scheme of Amalgamation under Section 233 and other applicable provisions of the Companies Act, 2013, at their respective Board Meetings held on February 4, 2026. The said Scheme is subject to receipt of necessary approvals in accordance with the provisions of the Companies Act, 2013.

Upon the scheme becoming effective, the Transferee Company shall issue and allot one equity share against every one share held by the shareholders of the Transferor Company.

First Energy Private Limited (FEPL), a wholly owned subsidiary of the Company, had acquired OnixTwo Enersol Private Limited (OTEPL) in 2024. However, due to non-fulfilment of certain closing conditions within the agreed and extended timelines, FEPL entered into a Share Sale and Purchase Agreement on January 3, 2026 with the original sellers for sale of its shareholding in OTEPL back to them.

The Board of Directors of the Company at its Meeting held on October 17, 2025 approved Scheme of Merger by Absorption of Buildtech Products India Private Limited ("Transferor Company") into Thermax Limited ("Transferee Company") and their respective Shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant Rules and Regulations framed thereunder with the appointed date as April 01, 2025. The said Scheme is subject to the receipt of necessary approvals in accordance with the provisions of the Companies Act, 2013.

Through its wholly owned subsidiary, First Energy Private Limited (FEPL), the Company has incorporated First Energy 12 Private Limited, First Energy 14 Private Limited, and First Energy 15 Private Limited on May 5, 2025, May 24, 2025 and December 16, 2025, respectively, as step-down subsidiaries of the Company to undertake renewable energy projects in different states of India.

Further, First Energy 8 Private Limited & First Energy 11 Private Limited ceased to be wholly owned step-down subsidiaries of the Company w.e.f. June 21, 2025 & October 28, 2025 respectively upon issue of shares to captive users in accordance with the provisions of the Electricity Act, 2003.

Thermax Chemical Solutions Private Limited (TCSPL), a wholly owned subsidiary of the Company entered into a Shareholders Agreement with Oswaldo Cruz Quimica I ndustria E Comercio Ltda, Brazil ("OCQ"). Pursuant to the said agreement, FCIPL was incorporated as a wholly owned subsidiary of TCSPL on April 11, 2025. Thereafter, upon allotment of shares to OCQ on September 16, 2025, FCIPL ceased to be a wholly owned subsidiary of TCSPL.

Thermax Babcock and Wilcox Energy Solutions Limited (TBWES), a wholly owned subsidiary of the Company, incorporated Thermax Energy Solutions Company as a wholly owned step-down subsidiary in Kingdom of Saudi Arabia on January 28, 2026, to undertake on-site services, maintenance and supervision services, and to provide marketing support to the parent entity.

The Management Discussion and Analysis section highlighting the performance of the Company's Industrial Products, Industrial Infra, Green Solutions and Chemicals segments, including details of select subsidiaries, information on the Company's health, safety and environment measures, human resources, risk management and internal controls, is given on page 68.

A detailed report on Corporate Governance as per Listing Regulations and disclosures required as per section 134 and 177 of the Companies Act, 2013, is attached as Annexure 1 on page 133.

A certificate from M/s. Makarand M. Joshi & Co., Practising Company Secretaries, Mumbai, regarding compliance with the conditions of corporate governance as required under Schedule V of the Listing Regulations forms part of this Report.

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

In terms of the Listing Regulations, Business Responsibility and Sustainability Report including BRSR core indicators describing the initiatives undertaken by the Company from environmental, social and governance perspectives is enclosed as Annexure 2 on page 160. M/s. Price Waterhouse Chartered Accountants LLP has provided a reasonable assurance report on core BRSR indicators which forms part of the BRSR report.

The Company has a ‘Whistleblower Policy' as a part of the vigil mechanism to deal with instances of fraud and mismanagement, if any. The details of the policy are provided in the Corporate Governance Report and also available on the website of the Company: https://www. thermaxalobal.com /sites/default/files/2025-10/Whistler- Blower-Policv.pdf.

The overall Industrial Relations at the manufacturing locations of the Company were peaceful during the year 2025-26.

The details of employees are given below:

*The above gender-wise employee data excludes 209 and 218 employees for FY2025-26 and FY2024-25, respectively, pertaining to certain European jurisdictions, where such disclosure is not mandated under applicable laws.

The information required pursuant to section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), duly amended, in respect of employees of the Company, forms part of Annexure A to this Board's report.

The statement containing particulars of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Rules, forms part of this Report. In terms of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all the members and others entitled to receive it excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. To build awareness in this area, the Company has been carrying out online induction/refresher programmes across the organisation on a periodic basis.

An Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment at workplace under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the FY2025-26, the Company received three complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, all of which were duly resolved within the prescribed timeline of 90 days. No complaints were pending as on March 31,2026.

The Company affirms that it has complied with the provisions of the Maternity Benefit Act, 1961 and the Rules framed thereunder. The Company has in place appropriate policies and processes to ensure that eligible women employees are provided maternity benefits. The Company is committed to fostering a supportive work environment and promoting the wellbeing of its employees.

The Managing Director and CEO of the Company is not in receipt of any remuneration and/or commission from either the Holding Company or any of the subsidiary companies.

The Company has a Thermax Employees ESOP & Welfare Trust which holds 28,72,439 equity shares of Rs. 2/- each of the Company.

The trust has not entered into any transaction of buying or selling of shares in the secondary market.

With a view to incentivising and rewarding eligible employees through performance linked equity- based compensation and aligning their interests with the long-term growth of the Company, the Company has instituted the "Thermax Limited Employee Stock Option Plan 2021" ("ESOP 2021" / "Plan"). The Plan is designed to enhance the competitiveness of compensation, foster a culture of ownership and collaboration, and support the attraction and retention of key talent across the Company and its group entities, including its subsidiaries and associate companies, in accordance with applicable laws.

The Scheme was approved by the shareholders through postal ballot on January 13, 2022 with requisite majority.

All grants under the Scheme are considered and approved by the Nomination and Remuneration Committee (NRC).

There were no material changes made in the ESOP 2021 during the year. The above-mentioned Scheme is in compliance with the SEBI (Share-Based Employee Benefits & Sweat Equity) Regulations, 2021 (SBEB Regulations, 2021).

No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

In line with regulation 14of the SBEB Regulations, 2021, a statement giving complete details, as at March 31, 2026, is available on the website of the Company: httDs://www.thermaxalobal.com/ investors/thermax-disclosures-under-sebi-sbeb- reaulations.

The Company has various Employee Welfare Trusts primarily for providing medical, housing and educational aid to its employees and their families. These trusts presently hold 36,35,190 equity shares of Rs. 2/- each of the Company. None of the trusts had any dealings in the secondary market.

In line with regulation Hof the SBEB Regulations, 2021, a statement giving complete details, as at March 31, 2026, is available on the website of the Company: httDs://www.thermaxalobal.com/ investors /thermax-disclosures-under-sebi-sbeb- reaulations.

I n compliance with the provisions of Companies Act, 2013, and the SBEB Regulations, 2021, the Trusts do not exercise voting rights in respect of the equity shares held by them.

Your Company's Secretarial Auditor,

M/s. Makarand M. Joshi & Co., Practising Company Secretaries, Mumbai, has certified that the Company's above-mentioned Scheme(s) are implemented in accordance with the SBEB Regulations, 2021.

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as Annexure 3 on page 206.

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company undertakes projects in various areas in accordance with Schedule VII of the Companies Act, 2013. Since 2007, CSR initiatives have been undertaken through Thermax Foundation, the details of CSR initiatives are provided under CSR Activities on page 54.

The Annual Report on CSR activities is provided as Annexure 4 on page 209.

The details of the CSR Committee and CSR Policy are available on the Company's website: https://www. thermaxalobal.com/sites/default/files/2026-06/CSR- Policv.pdf.

The Board of Directors of your Company comprises nine directors, viz., two non-executive directors, one executive director and six independent directors, including one independent and one non-independent woman director as on March 31, 2026. The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, expertise, proficiency, expertise and hold high standards of Integrity.

Based on the recommendation(s) of the Nomination and Remuneration Committee, the Board at its meeting held on May 9, 2025, had appointed Mr. Harsh Mariwala, Non-Executive Independent Director as the Lead I ndependent Director. The roles and responsibilities of the Lead Independent Director, as approved by the Board are made available on the website of the Company at: https:// www.thermaxalobal.com/sites/default/files/2025-08/ Roles-and-Responsibilities-of-Lead-ID.pdf.

At the 44^th AGM held on July 31, 2025, the Members approved re-appointment of Mr. Ashish Bhandari (DIN: 05291138) as the Managing Director and Chief Executive Officer of the Company for a period of five years commencing from September 1, 2025 till August 31, 2030 (both days inclusive).

Dr. Ravi Shankar Gopinath (DIN: 00803847) was appointed as Non-Executive Independent Director of the Company from November 10, 2021 to November 09, 2026. Considering the performance evaluation, his contribution to the Company during his first term of office, his knowledge, qualifications and experience, along with skills and expertise he brings on the Board and based on recommendations of the Nomination and Remuneration Committee, the Board approved re-appointment of Dr. Gopinath for a second term of five consecutive years commencing from November 10, 2026 to November 09, 2031 (both days inclusive), subject to approval of shareholders at the ensuing AGM of the Company.

As per the articles of association of the Company, one-third of the directors, other than independent directors and the Chairperson, are liable to retire by rotation at the AGM of the Company every year. Accordingly, Mr. Ashish Bhandari (DIN: 05291138), retires by rotation and being eligible offers himself for re-appointment. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors recommends his reappointment.

The above proposals form a part of the Notice convening 45^th AGM of the Company.

The Company has received consent and necessary disclosures / declarations from the above directors as required under the Companies Act, 2013 and the Listing Regulations.

All the Independent Directors of the Company have submitted requisite disclosures that they meet the criteria of Independent as specified under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations. The Board reviewed and assessed the veracity of the same as required under Regulation 25(9) of the Listing Regulations to confirm that the independent directors fulfil the conditions as specified under Schedule V of the Listing Regulations and are independent of the management. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required to fulfil their duties as Independent Directors.

All independent directors have confirmed that they have obtained registration certificate pursuant to provisions of Section 150(3) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Amendment Rules, 2020 from the Indian Institute of Corporate Affairs.

A calendar of meetings is prepared and circulated in advance to the directors. During the year, nine Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Independent Directors meet separately without the presence of the Non-Independent Directors and members of the Management. Independent Directors meetings are held on quarterly basis, chaired by the Lead Independent Director, and the feedback arising from such meetings is shared with the Chairperson and the Managing Director & Chief Executive Officer for their consideration and appropriate action.

During, the year under review, four such meetings were held on May 9, 2025, July 31,2025, October 17, 2025 and February 5, 2026.

The Company has formulated a policy on ‘Familiarisation Programme for Independent Directors', which is available on the Company's website: https://www.thermaxalobal. com/investors/corporate-aovernance.

The details of all committees and their terms of reference are set out in the Corporate Governance Report.

Ms. Janhavi Khele (Membership No. A20601) resigned from her position as the Company Secretary, Compliance Officer and Key Managerial Personnel of the Company effective April 18, 2025. Based on the recommendation(s) of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on June 27, 2025 approved the appointment of Ms. Sangeet Flunjan (Membership No. A23218) as the Company Secretary, Compliance Officer and Key Managerial Personnel of the Company. Except this, there were no other changes in Key Managerial Personnel during the year.

The details of Nomination and Remuneration Policy for selection, appointment and remuneration of directors, senior management including key managerial personnel and other related matters is given in the Corporate Governance Report.

The Nomination and Remuneration Policy is available on the Company's website: https://www.thermaxalobal.com/ sites/default/files/2025-10/Selection-and-appointment-of- Directors.pdf.

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, annual evaluation of the performance of the Board, its Committees and individual Directors was carried out during the financial year. The evaluation is based on responses of individual Directors/Committee members on structured questionnaires and includes the following criteria:

• Board Composition, decision making, delivery of organisational purpose, performance of the Board as a team, strategic issues, GRC, etc.

Recommendations arising from this entire process were deliberated upon by the Board to be used constructively in order to enhance its overall effectiveness.

The Company recognises and embraces the importance of a diverse Board for its success. Your Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help in retaining its competitive advantage. The Board Diversity Policy adopted by the Board outlines its approach to diversity. The policy is available on the website: https://www.thermaxalobal.com/ sites/default/files/2025-08/Board-Diversitv-Policv.pdf.

In terms of Section 134(3)(c) of the Companies Act, 2013, the directors of your Company, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects:

a) In the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as on March 31,2026, and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Please refer to the Internal Controls section of the Management Discussion and Analysis for further details.

All related party transactions entered into during the financial year were at arm's length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. Hence disclosure of particulars of contracts or arrangements with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 in the prescribed form AOC-2 is not required.

All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained annually for transactions that are foreseeable and repetitive. The transactions entered pursuant to the omnibus approval so granted along with the statement giving details of all related-party transactions are placed before the Audit Committee on a quarterly basis.

The Company has adopted policy on Related Party Transactions which is available on the Company's website: https://www.thermaxalobal.com/sites/default/ files/2026-03/TL-RPT-Policv-Nov-2025.pdf.

None of the directors have any pecuniary relationships or transactions vis-a-vis the Company except as disclosed under Sr. No. 2 of the Corporate Governance Report.

The financial statements for the year ended March 31, 2026, have been prepared as per Schedule III to the Companies Act, 2013, as amended from time to time. The consolidated financial statements of the Group are prepared in compliance with the Accounting Standards and Listing Regulations. The cash flow for the year is attached to the balance sheet. A separate statement containing the salient features of subsidiaries and joint ventures in the prescribed Form (AOC-1) is available on page 342. There were no revisions to the financial statements and the Board's Report of the Company during the year under review.

During the year, your Company has not accepted deposits from the public, and as such no principal or interest was outstanding as on March 31, 2026, as per the provisions of the Companies Act, 2013 and the Rules framed thereunder.

The details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013, are given in the notes to the financial statements.

The Company has not given any loan to any person in the employment of the Company including its directors or key managerial personnel, for purchasing or subscribing to the shares of the Company.

There are no significant and material orders passed by the regulators and courts or tribunals, which would impact the going concern status of the Company.

Your Board confirms that there are no proceeding(s) pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of one-time settlement with any bank or financial institution during the year under review.

The internal audit at Thermax Group is carried out by the in-house Internal Audit Department with the support of co-sourced audit firms. For scope determination, planning the audit and conducting reviews, the Internal Audit Department has been consistently following an audit cycle of July to June every year, which ensures review of transactions included in financial year April to March.

The internal audit is risk based with a focus on controls for management of risks. The directors consider this approach to meet the desired purpose of Internal Audit.

Mr. Satish Jayaram, was assigned new roles and responsibilities within the organisation and accordingly ceased to be Chief Internal Auditor of the Company effective May 9, 2025.

Based on the recommendations of the Audit Committee, the Board at its meeting held on May 9, 2025, appointed Mr. Tushar Dahale as the Chief Internal Auditor of the Company effective May 10, 2025.

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis section, which is a part of this Report.

The Board of Directors of the Company have formed a Risk Management Committee to assess the risks facing the business and the mitigation measures taken thereof. For more information on the Risk Management Committee, please refer the Corporate Governance section of this report. The committee is responsible for assisting the Board in understanding existing risks and reviewing the mitigation and elimination plans for those. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically bifurcated between the committees of the Board and addressed through mitigating actions on a continued basis. For more information refer page 116 of the Management Discussion and Analysis section of this Report.

The Company has implemented an IT-enabled compliance management platform for monitoring compliance with applicable laws, regulations. The said system has been deployed across locations and subsidiaries. Compliance obligations are identified and mapped to designated compliance owners across functions, business units, manufacturing facilities, and offices.

The compliance management system facilitates periodic tracking, monitoring, and reporting of compliance status and is updated to reflect changes in the regulatory environment.

Based on the reports generated through the compliance management system and the certifications obtained from the concerned functions and entities, a consolidated compliance report is placed before the Board of Directors on a quarterly basis. The Board periodically reviews the status of compliance with applicable laws and regulations as part of its governance oversight framework.

M/s. SRBC & Co. LLP, Chartered Accountants, completed their second consecutive term of five years as the Statutory Auditors of the Company at the conclusion of the 44^th AGM of the Company. Members, at the 44^th AGM, approved the appointment of M/s. Price Waterhouse Chartered Accountants LLP, Firm Registration No. 012754N/N500016 as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 44^th AGM of the Company till the conclusion of the 49^th AGM of the Company.

The details of total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditors are set out in the Corporate Governance Report.

The Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

In terms of section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is applicable to the Company, and accordingly, all the cost records are made and maintained by the Company and audited by the cost auditors.

M/s. DhananjayV. Joshi & Associates, Cost Accountants, Pune, were appointed as the cost auditors of the Company for FY2025-26. The Cost Audit Report for the said financial year will be filed with the Registrar of Companies within prescribed timelines.

Based on the recommendation(s) of the Audit Committee, the Board of Directors of the Company at its meeting held on May 7, 2026 approved the appointment of M/s. DhananjayV. Joshi & Associates, Cost Accountants, Pune as the Cost Auditors of the Company for FY 2026-27 at a remuneration of Rs. 7,50,000/- (plus applicable taxes and reimbursement of actual out-of-pocket expenses, if any).

The remuneration payable to the cost auditors is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Members' approval for the said remuneration forms part of the Notice convening the 45^th Annual General Meeting of the Company.

In accordance with the provisions of Section 204 of the Companies Act, 2013, read the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24(1 )(1) of the Listing Regulations and based on the recommendations of the Board of Directors, the Members at their 44^th AGM approved the appointment of M/s. Makarand M. Joshi & Co., Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P2009MH007000) as the Secretarial Auditors of the Company for a term of five years commencing from FY2025-26 to FY 2029-30.

The Secretarial Audit Report issued by M/s. Makarand M. Joshi and Co., Secretarial Auditors for FY2025-26 is attached as Annexure 5 on page 211.

The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

During the year under audit, none of the Auditors have reported any matter under section 143(12) of the Companies Act, 2013. Therefore, no details are required to be disclosed in this regard.

The Annual Return of the Company for the FY 2025-26 to be filed with the Registrar of Companies is available on website of the Company at https://www.thermaxalobal.com/ investors/annual-reports.

Since the Annual General Meeting is proposed to be held on July 30, 2026, the Company shall upload final copy of the Annual Return for FY2025-26, once the same is filed with the Registrar of Companies.

Disclosures as required under clause 5A of Para A of Part A of Schedule III of the Listing Regulations are given in the Corporate Governance Report attached as Annexure 1 to this Report.

Your Company is proud to have received various awards during the year. Details of the awards received during the year are given on page 22.

Your directors place on records their appreciation for the continued support extended during the year by the Company's customers, business associates, suppliers, bankers, investors and government authorities. They also place on record their appreciation for the dedication and value-added contribution made by all the employees.

Your directors would also like to thank all the shareholders for continuing to repose their faith in the Company and its future.

Chairperson

DIN:00019581

Pune, May 7, 2026