Digitally Signed by Khele Janhavi Kishor Date: 2023.07.05 14:18:43 +05'30'

July 5, 2023
To
The Secretary National Stock Exchange of India Limited
BSE Limited Exchange Plaza, C-1, Block G,
PJ Towers, Dalal Street Bandra Kurla Complex,
Mumbai: 400 001 Bandra (E)
Company Scrip Code: 500411 Mumbai – 400 051
Company Scrip Code: THERMAX EQ
Sub: Notice of the 42nd Annual General Meeting (AGM) and Annual Report for FY 2022-23
Dear Sir/Madam,
In compliance with the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, we are enclosing herewith the Notice of 42nd AGM and the Annual
Report of the Company for the financial year 2022-23, which will be circulated to the shareholders
through electronic mode today i.e. July 5, 2023. The 42nd AGM will be held on Tuesday, August 1,
2023 at 4.00 p.m. (IST) through Video Conferencing (VC) and Other Audio Visual Means (OVAM).
The Notice and the Annual Report are available on the Company’s website at
www.thermaxglobal.com.
The schedule of AGM is as set out below:
Event- 42nd AGM Details Time (IST)
Date and time of AGM Tuesday, August 1, 2023 4.00 p.m.
Mode Video Conferencing (VC) and Other Audio -
Visual Means (OAVM)
Link for participation through https://emeetings.kfintech.com/ -
video conferencing
Record date for Dividend Friday, July 21, 2023 -
Dividend payment date Monday, August 7, 2023 -
Cut-off date for e-voting Tuesday, July 25, 2023 -
E-voting start date and time Saturday, July 29, 2023 9.00 a.m.
E-voting end date and time Monday, July 31, 2023 5.00 p.m.
Thanking you,
Yours faithfully,
For THERMAX LIMITED,
KHELE Digitally signed by
KHELE JANHAVI KISHOR
JANHAVI Date: 2023.07.05
KISHOR 14:18:43 +05'30'
Janhavi Khele
Company Secretary
Membership No: A20601
Encl: as above
THERMAX LIMITED
Reg. Office: D-13, MIDC Industrial Area, R.D. Aga Road, Chinchwad, Pune 411 019
Corporate Office: Thermax House, 14, Mumbai-Pune Road, Wakdewadi, Pune 411 003
Email ID: cservice@thermaxglobal.com Website: www.thermaxglobal.com Tel no: 020-66051200
Corporate Identity No. (CIN) - L29299PN1980PLC022787
NOTICE
NOTICE is hereby given that the 42nd Annual General for the financial year ending March 31, 2024, be and is
Meeting of THERMAX LIMITED (‘the Company’) will be held hereby ratified and confirmed.
on Tuesday, August 1, 2023 at 4.00 p.m. IST through Video
Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) RESOLVED FURTHER THAT any Director or Chief

to transact the following business: Financial Officer or the Company Secretary of the
Company be and is hereby severally authorised to do
ORDINARY BUSINESS all acts, deeds and things including filing of necessary
forms, documents, applications and take steps as may
1. To receive, consider, approve and adopt the Audited
be deemed necessary, proper or expedient to give
Standalone and Consolidated Financial Statements
effect to this resolution and matters incidental thereto.”
of the Company for the financial year ended
March 31, 2023 together with the reports of the Board
5. To consider, and if thought fit, to pass with or without
of Directors and Auditors thereon.
modification(s), the following resolution as a Special
Resolution:
2. To declare dividend of Rs. 10/- (Rs. Ten only) per
equity share of face value of Rs. 2/- each for the
“RESOLVED THAT pursuant to the provisions of
financial year ended March 31, 2023.
Sections 149, 150, 152 and all other applicable
provisions of the Companies Act, 2013 (‘the Act’)
3. To appoint a Director in place of Mr. Pheroz N.
and the Companies (Appointment and Qualification
Pudumjee (DIN: 00019602), who retires by rotation in
of Directors) Rules, 2014 read with Schedule IV
terms of Section 152 of the Companies Act, 2013 and
to the Act (including any statutory modification(s)
being eligible, offers himself for re-appointment.
or re-enactment thereof for the time being in
force) and in accordance with the Securities and
SPECIAL BUSINESS Exchange Board of India (Listing Obligations and
4. To consider and if thought fit, to pass with or without Disclosure Requirements) Regulations, 2015,
modification(s), the following resolution as an Mrs. Rajani Kesari (DIN: 02384170), who was appointed
Ordinary Resolution: as an Independent Director at the Thirty Eight Annual
General Meeting of the Company held on August 8,
“RESOLVED THAT pursuant to the provisions of 2019 and who holds office up to November 13, 2023
Section 148 and other applicable provisions of the and who has submitted a declaration that she meets
Companies Act, 2013 and the Companies (Audit the criteria of independence as provided in Section
and Auditors) Rules, 2014 (including any statutory 149(6) of the Act and Regulation 16 of the SEBI
modification(s) or re-enactment thereof for the time (Listing Obligations and Disclosure Requirements)
being in force), a remuneration of Rs. 6,75,000 /- Regulations, 2015, as amended from time to time and
(Rupees Six Lakhs Seventy Five Thousand only) plus who is eligible for reappointment and in respect of
applicable taxes and reimbursement of actual out of whom the Company has received a notice in writing
pocket expenses payable to M/s. Dhananjay V. Joshi & pursuant to Section 160 of the Act, from a Member
Associates, Cost Accountants, Pune, the Cost Auditors proposing her candidature for the office of Directorship
appointed by the Board of Directors of the Company to of the Company and based on the recommendation of
conduct the audit of the cost records of the Company Nomination and Remuneration Committee and Board
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of Directors in this behalf, consent of the Members referred to as “MCA Circulars”) and Securities and
be and is hereby accorded for re-appointment of Exchange Board of India (“SEBI”) vide its circular no.
Mrs. Rajani Kesari (DIN: 02384170), as Non-Executive, SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12,
Independent Director of the Company for the second 2020 in relation to “Additional relaxation in relation to
term of five consecutive years, with effect from compliance with certain provisions of SEBI (Listing
November 14, 2023 till November 13, 2028 (both days Obligations and Disclosure Requirements) Regulations
inclusive) and whose office shall not be liable to retire 2015 – Covid-19 pandemic”, circular no. SEBI/HO/
by rotation. CFD/CMD2/CIR/P/2021/11 dated January 15, 2021,
SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13,
ESOLVED FURTHER THAT pursuant to the
R 2022 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4
provisions of Sections 149, 197 and any other dated January 5, 2023 in relation to “Relaxation
applicable provisions of the Act, and the Rules made from compliance with certain provisions of the SEBI
thereunder (including any statutory modification(s) (Listing Obligations and Disclosure Requirements)
or re-enactment thereof for the time being in force), Regulations, 2015 due to the COVID -19 pandemic”
Mrs. Rajani Kesari be paid such fees, remuneration (collectively referred to as “SEBI Circulars”) has
and commission as the Board may approve from time permitted the holding of the Annual General Meeting
to time and subject to such limits, prescribed or as may (“AGM”) through VC / OAVM (e-AGM), without the
be prescribed. physical presence of the Members at a common
venue. In compliance with the MCA Circulars and
RESOLVED FURTHER THAT any Director or the
SEBI Circulars, the 42nd AGM of the members of
Chief Financial Officer or the Company Secretary of the Company is being held through VC / OAVM.
the Company be and is hereby severally authorised The registered office of the Company shall be deemed
to do all acts, deeds and things including filings and to be the venue for the AGM.
take steps as may be deemed necessary, proper or
expedient to give effect to this Resolution and matters 2. The Explanatory Statement pursuant to Section 102 (1)
incidental thereto.” of the Companies Act, 2013 (‘the Act’) in respect of the
special business, is annexed hereto.
By Order of the Board of Directors
For Thermax Limited 3. Since this AGM is being held pursuant to the MCA
Circulars through VC / OAVM, physical attendance of
Janhavi Khele Members has been dispensed with. Accordingly, the
Place: Pune Company Secretary facility for appointment of proxies by the Members
Dated: May 17, 2023 ACS 20601 will not be available for the AGM and hence the Proxy
Form, Attendance Slip and road map are not annexed
Notes: to this Notice. The recorded transcript of the AGM shall
1. In view of the ongoing threat posed by the COVID-19 also be made available on the website of the Company
pandemic, the Ministry of Corporate Affairs (“MCA”) at www.thermaxglobal.com within the prescribed time
has vide its circular nos. 14/2020 and 17/2020 dated after conclusion of the AGM.
April 8, 2020 and April 13, 2020 respectively, in relation
to “Clarification on passing of ordinary and special 4. In case of joint holders attending the AGM, only such
resolutions by companies under the Companies Act, joint holder who is higher in the order of names in the
2013 and the rules made thereunder on account of the Register of Members of the Company will be entitled to
threat posed by Covid-19”, circular no. 20/2020 dated vote.
May 5, 2020 in relation to “Clarification on holding
5. Members attending the AGM through VC / OAVM shall
of annual general meeting (AGM) through video
be counted for the purpose of reckoning the quorum
conferencing (VC) or other audio visual means
under Section 103 of the Act.
(OAVM)” and Circular no. 02/2021 dated January 13,
2021, Circular no. 02/2022 dated May 5, 2022 and
6. In compliance with the aforesaid MCA Circulars
Circular No. 11/2022 dated December 28, 2022 in
and SEBI Circular dated January 5, 2023, Notice of
relation to “Clarification on holding of annual general
the AGM along with the Annual Report 2022-23 is
meeting (AGM) through video conferencing (VC)
being sent only through electronic mode to those
or other audio visual means (OAVM)” (collectively
Members whose email addresses are registered
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with the Company/ Depositories. Members may iii. Facility of joining the AGM through VC / OAVM
note that the Notice and Annual Report 2022-23 shall open 15 minutes before the time scheduled
will also be available on the Company’s website for the AGM and will be available for Members on
www.thermaxglobal.com and websites of the Stock first come first served basis.
Exchanges i.e. BSE Limited and National Stock
Exchange of India Limited at www.bseindia.com iv. There will be no restrictions on account of first
and www.nseindia.com respectively. The Company come first served basis entry into AGM in respect
will also published an advertisement in newspaper of large Shareholders (Shareholders holding 2%
containing the details about the AGM i.e. the conduct or more shareholding), Promoters, Institutional
of AGM through VC/OAVM, date and time of AGM, Investors, Directors, Key Managerial Personnel,
availability of notice of AGM at the Company’s website the Chairpersons of the Audit Committee,
on www.thermaxglobal.com and manner of registering Nomination and Remuneration Committee and
the e-mail IDs of those shareholders who have not Stakeholders Relationship Committee, Auditors
registered their email addresses with the Company/ etc.
RTA.
v. Members, who need assistance before or during
7. The statutory registers that are required to be kept the AGM, can contact KFintech on https://
open during the AGM and the documents that are emeetings.KFintech.com or call on toll free
referred to as available for inspection, in the notice numbers 1800-425-8998 / 1800-345-4001.
or explanatory statement, shall be made available Kindly quote your name, DP ID-Client ID /
for inspection electronically on the date of AGM. Folio no. and E-voting Event Number in all your
The members desiring to have inspection of the same communications.
shall contact on cservice@thermaxglobal.com for the
same by August 1, 2023 9. Procedures for Remote E-Voting and
E-Voting at the AGM are as follows:
8. Procedure for joining the AGM through VC / A. Remote E-Voting (Voting through
OAVM: Electronic means):
i. Members will be able to attend the AGM through i. In compliance with the provisions of
VC / OAVM provided by KFin Technologies Section 108 of the Act, read with Rule
Limited (KFintech) (formerly known as KFin 20 of the Companies (Management and
Technologies Private Limited) KFintech at https:// Administration) Rules, 2014, as amended
emeetings.KFintech.com/ by using their e-voting from time to time, Regulation 44 of the
login credentials and selecting the EVEN for SEBI Listing Regulations and in terms of
Company’s AGM. SEBI vide circular no. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated December 9, 2020
Members are requested to follow the procedure in relation to e-Voting Facility Provided
given below: by Listed Entities, the Members are
provided with the facility to cast their vote
1. Launch internet browser (chrome/Firefox/
electronically, through the e-Voting services
safari) by typing the URL: https://emeetings.
provided by KFintech on all the resolutions
KFintech.com
set forth in this Notice. The instructions for
2. Enter the login credentials (i.e., User ID and e-Voting are given herein below.
password for e-voting).
ii. However, in pursuant to SEBI circular no.
3. After logging in, click on “Video Conference”
SEBI/HO/CFD/CMD/CIR/P/2020/242
option.
dated December 9, 2020 on “e-Voting
4. Then click on camera icon appearing against facility provided by Listed Companies”,
AGM event of Thermax Limited, to attend the e-Voting process has been enabled to all the
Meeting. individual demat account holders, by way of
single login credential, through their demat
ii. Members who do not have User ID and Password accounts / websites of Depositories / DPs in
for e-voting or have forgotten the User ID and order to increase the efficiency of the voting
Password may retrieve the same by following the process.
procedure given in the E-voting instructions.
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iii. Individual demat account holders would existing User ID and password for casting the
be able to cast their vote without having vote.
to register again with the e-Voting service
provider (ESP) thereby not only facilitating vii. In case of Individual Shareholders holding
seamless authentication but also ease and securities in demat mode and who acquires
convenience of participating in e-Voting shares of the Company and becomes a
process. Shareholders are advised to update Member of the Company after sending of the
their mobile number and e-mail ID with their Notice and holding shares as of the cut-off
DPs to access e-Voting facility. date may follow steps mentioned below
under “Login method for remote e-Voting
iv. The remote e-Voting period commences and joining virtual meeting for Individual
Saturday, July 29, 2023 (9 a.m.) and ends on shareholders holding securities in demat
Monday, July 31, 2023 (5 p.m.). mode.”
v. The voting rights of Members shall be in viii. The details of the process and manner for
proportion to their shares in the paid-up remote e-Voting and e-AGM are explained
equity share capital of the Company as on herein below:
the cut-off date.
Step 1: A
ccess to Depositories e-Voting
system in case of individual
vi. Any person holding shares in physical
shareholders holding shares in
form and non-individual shareholders,
demat mode.
who acquires shares of the Company and
becomes a Member of the Company after Step 2: A
ccess to KFintech e-Voting system
sending of the Notice and holding shares in case of shareholders holding
as of the cut-off date, may obtain the login shares in physical and non-individual
ID and password by sending a request at shareholders in demat mode.
evoting@Kfintech.com. However, if he / she
Step 3: Access to join virtual meetings
is already registered with KFintech for remote
(e-AGM) of the Company on KFin
e-Voting then he /she can use his / her
system to participate e-AGM and
vote at the AGM.
Details on Step 1 are mentioned below:

I) Login method for remote e-Voting for Individual shareholders holding securities in demat mode.
Type of Login Method
shareholders
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
Shareholders id and password. Option will be made available to reach e-Voting page without any further
holding securities authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.
in Demat mode with cdslindia.com and click on login icon & New System Myeasi Tab.
CDSL Depository 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
companies where the evoting is in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to access the system of all e-Voting
Service Providers, so that the user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.
cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number
and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the system of all e-Voting Service
Providers.
4
Type of Login Method
shareholders
Individual 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL.
Shareholders Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal
holding securities Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial
in demat mode with Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You
NSDL Depository will have to enter your User ID and Password. After successful authentication, you will be able to
see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on company name or e-Voting service provider name i.e. Kfintech
and you will be re-directed to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.
com/SecureWeb/IdeasDirectReg.jsp.
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-
digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-Voting service provider name
and you will be redirected to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting
Individual You can also login using the login credentials of your demat account through your Depository
Shareholders Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able
(holding securities to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL
in demat mode) Depository site after successful authentication, wherein you can see e-Voting feature. Click on
login through company name or e-Voting service provider name and you will be redirected to e-Voting service
their Depository provider website for casting your vote during the remote e-Voting period or joining virtual meeting &
Participants (DP) voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at above mentioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by
securities in Demat mode with CDSL sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no.
1800 22 55 33
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by
securities in Demat mode with NSDL sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990
and 1800 22 44 30
Details on Step 2 are mentioned below: password. They will have to follow the following
II) Login method for e-Voting for shareholders other process:
than Individual’s shareholders holding securities
i. Launch internet browser by typing the URL:
in demat mode and shareholders holding
https://emeetings.kfintech.com/
securities in physical mode.
ii. Enter the login credentials (i.e. User ID and
Members whose email IDs are registered with the
password). In case of physical folio, User ID will
Company/ Depository Participants (s), will receive
be EVEN (E-Voting Event Number) 7331, followed
an email from KFintech which will include details
by folio number. In case of Demat account, User
of E-Voting Event Number (EVEN), USER ID and
ID will be your DP ID and Client ID. However, if you
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are already registered with KFintech for e-voting, xi. A confirmation box will be displayed. Click “OK” to
you can use your existing User ID and password confirm else “CANCEL” to modify. Once you have
for casting the vote. voted on the resolution (s), you will not be allowed
to modify your vote. During the voting period,
iii. After entering these details appropriately, click on Members can login any number of times till they
“LOGIN”. have voted on the Resolution(s).
iv. You will now reach password change Menu xii. Corporate/Institutional Members (i.e. other than
wherein you are required to mandatorily change Individuals, HUF, NRI etc.) are also required to
your password. The new password shall comprise send scanned certified true copy (PDF Format)
of minimum 8 characters with at least one upper of the Board Resolution/Authority Letter etc.,
case (A- Z), one lower case (a-z), one numeric authorizing its representative to attend the
value (0-9) and a special character (@,#,$, AGM through VC / OAVM on its behalf and to
etc.,). The system will prompt you to change cast its vote through remote e-voting together
your password and update your contact details with attested specimen signature(s) of the duly
like mobile number, email ID etc. on first login. authorised representative(s), to the Scrutinizer at
You may also enter a secret question and answer email id cs@svdandassociates.com with a copy
of your choice to retrieve your password in case marked to evoting@kfintech.com and cservice@
you forget it. It is strongly recommended that thermaxglobal.com. The scanned image of the
you do not share your password with any other above-mentioned documents should be in the
person and that you take utmost care to keep your naming format “Corporate Name_Even No.
password confidential. In case if remote e-voting, the said documents
should reach the Scrutinizer on/or before
v. You need to login again with the new credentials. Monday, July 31, 2023 at 5.00 p.m. IST”
vi. On successful login, the system will prompt you to Details on Step 3 are mentioned below:
select the “EVEN” i.e., ‘7331- AGM” and click on III) Instructions for all the shareholders, including
“Submit” Individual, other than Individual and Physical, for
attending the AGM of the Company through VC/
vii. On the voting page, enter the number of shares OAVM and e-Voting during the meeting.
(which represents the number of votes) as on
the Cut-off Date under “FOR/AGAINST” or i. Member will be provided with a facility to attend
alternatively, you may partially enter any number the AGM through VC / OAVM platform provided
in “FOR” and partially “AGAINST” but the total by KFintech. Members may access the same
number in “FOR/AGAINST” taken together shall at https://emeetings.kfintech.com/ by using
not exceed your total shareholding as mentioned the e-voting login credentials provided in the
herein above. You may also choose the option email received from the Company/KFintech.
ABSTAIN. If the Member does not indicate After logging in, click on the Video Conference tab
either “FOR” or “AGAINST” it will be treated as and select the EVEN of the Company. Click on the
“ABSTAIN” and the shares held will not be counted video symbol and accept the meeting etiquettes
under either head. to join the meeting. Please note that the members
who do not have the User ID and Password
viii. Members holding multiple folios/demat accounts for e-Voting or have forgotten the User ID and
shall choose the voting process separately for Password may retrieve the same by following the
each folio/ demat accounts. remote e-Voting instructions mentioned above.
ix. Voting has to be done for each item of the notice ii. Facility for joining AGM though VC/ OAVM
separately. In case you do not desire to cast your shall open atleast 15 minutes before the
vote on any specific item, it will be treated as commencement of the Meeting.
abstained.
iii. Members are encouraged to join the Meeting
x. You may then cast your vote by selecting an through Laptops/ Desktops with Google Chrome
appropriate option and click on “Submit”.
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(preferred browser), Safari, Internet Explorer, Registration’ which will opened from Thursday, July 27,
Microsoft Edge, Mozilla Firefox 22. 2023 to Sunday, July 30, 2023. Members shall be
provided a ‘queue number’ before the meeting.
iv. Members will be required to grant access to the The Company reserves the right to restrict the
webcam to enable VC / OAVM. Further, Members speakers at the AGM to only those Members who have
connecting from Mobile Devices or Tablets registered themselves, depending on the availability of
or through Laptop connecting via Mobile time for the AGM.
Hotspot may experience Audio/Video loss due
to fluctuation in their respective network. It is II. ost your Question: The Members who wish to post
P
therefore recommended to use Stable Wi-Fi or their questions prior to the meeting can do the same by
LAN Connection to mitigate any kind of aforesaid visiting https://emeetings.kfintech.com. Please login
glitches. through the user id and password provided in the mail
received from Kfintech. On successful login, select
v. As the AGM is being conducted through VC / ‘Post Your Question’ option which will opened from
OAVM, for the smooth conduct of proceedings Thursday, July 27, 2023 to Sunday, July 30, 2023.
of the AGM, Members are encouraged to
express their views / send their queries in III. In case of any query and/or grievance, in respect of
advance mentioning their name, demat account voting by electronic means, Members may refer to
number / folio number, email id, mobile the Help & Frequently Asked Questions (FAQs) and
number at cservice@thermaxglobal.com. E-voting user manual available at the download section
Questions /queries received by the Company till of https://evoting.kfintech.com (KFintech Website) or
4.00 p.m. IST, Sunday, July 30, 2023 shall only be email at evoting@kfintech.com or call KFintech’s toll
considered and responded during the AGM. free No. 1-800-3094-001 for any further clarifications.
vi. The Members who have not cast their vote IV. The Members, whose names appear in the Register
through remote e-voting shall be eligible to cast of Members / list of Beneficial Owners as on Tuesday,
their vote through e-voting system available during July 25, 2023, being the cut-off date, are entitled
the AGM. E-voting during the AGM is integrated to vote on the Resolutions set forth in this Notice.
with the VC / OAVM platform. The Members may A person who is not a Member as on the cut-off date
click on the voting icon displayed on the screen to should treat this Notice for information purposes
cast their votes. only. Once the vote on a resolution(s) is cast by the
Member, the Member shall not be allowed to change it
vii. A Member can opt for only single mode of voting subsequently.
i.e., through Remote e-voting or voting at the
AGM. If a Member casts votes by both modes, V. In case a person has become a Member of the
then voting done through Remote e-voting shall Company after dispatch of AGM Notice but on or
prevail and vote at the AGM shall be treated as before the cut-off date for E-voting, he/she may obtain
invalid. the User ID and Password in the manner as mentioned
below:
viii. Facility of joining the AGM through VC / OAVM
shall be available for at least 2000 members on i. If the mobile number of the member is registered
first come first served basis. against Folio No./ DP ID Client ID, the member
may send SMS: MYEPWD <space> E-Voting
ix. Institutional Members are encouraged to attend Event Number+Folio No. or DP ID Client ID to
and vote at the AGM through VC / OAVM. 9212993399
1. Example for NSDL:
OTHER INSTRUCTIONS
I. Speaker Registration: The Members who wish to 2. MYEPWD <SPACE> IN12345612345678
speak during the meeting may register themselves as 3. Example for CDSL:
speakers for the AGM to express their views. They can
4. MYEPWD <SPACE> 1402345612345678
visit https://emeetings.kfintech.com and login through
the user id and password provided in the mail received 5. Example for Physical:
from Kfintech. On successful login, select ‘Speaker
6. MYEPWD <SPACE> XXXX1234567890
7
ii. If e-mail address or mobile number of the member to final dividend for the financial year ended March 31,
is registered against Folio No. / DP ID Client ID, 2023, if approved at the AGM.
then on the home page of https://emeetings.
kfintech.com/forgotpassword.aspx, the member 11. If the final dividend, as recommended by the Board of
may click “Forgot Password” and enter Folio Directors, is approved at the AGM, payment of such
No. or DP ID Client ID and PAN to generate a dividend subject to deduction of tax at source will be
password. made on Monday, August 7, 2023 as under:
i. To all Beneficial Owners in respect of shares held
iii. Please follow the procedure mentioned under
in dematerialized form as per the data as may
Point 14 of this AGM Notice “Procedure for
be made available by the National Securities
Registration of email and Mobile: securities in
Depository Limited (“NSDL”) and the Central
physical mode”
Depository Services (India) Limited (“CDSL”),
collectively “Depositories”, as of the close of
iv. Members who may require any technical
business hours on Friday, July 21, 2023.
assistance or support before or during the AGM
are requested to contact KFintech at toll free ii. To all Members in respect of shares held in
number 1-800-309-4001 or write to them at physical form after giving effect to valid transfer,
evoting@kfintech.com. transmission or transposition requests lodged with
the Company as of the close of business hours on
VI. The results of the electronic voting shall be declared to Friday, July 21, 2023.
the Stock Exchanges after the AGM. The results along
with the Scrutinizer’s Report, shall also be placed on 12. Pursuant to Finance Act 2020, dividend income will be
the website of the Company. taxable in the hands of shareholders w.e.f. April 1, 2020
and the Company is required to deduct tax at source
VII. Mr. Sridhar Mudaliar (FCS 6156), or failing him, from dividend paid to shareholders at the prescribed
Mrs. Sheetal Joshi (FCS 10480) Partners of rates. For the prescribed rates for various categories,
M/s. SVD & Associates, Company Secretaries, have the shareholders are requested to refer to the Finance
been appointed as the Scrutinizers to scrutinize the Act, 2020 and amendments thereof. The shareholders
e-voting process to conduct the same in a fair and are requested to update their PAN with the Company/
transparent manner. KFintech (in case of shares held in physical mode) and
depositories (in case of shares held in demat mode).
VIII. The Scrutinizer will, after the conclusion of e-voting at
the Meeting, scrutinize the votes cast at the Meeting A resident individual shareholder with PAN and who
and votes cast through remote e-voting, make a is not liable to pay income tax can submit a yearly
consolidated Scrutinizer ’s Report and submit the declaration in Form No. 15G/15H, to avail the benefit of
same to the Chairman. The result of e-voting will be non-deduction of tax at source. Forms to be uploaded
declared within two working days of the conclusion of on https://ris.kfintech.com/form15/default.aspx or
the Meeting and the same, along with the consolidated duly filled and scanned copy to be sent to
Scrutinizer’s Report, will be placed on the website of einward.ris@kfintech.com. The last date to receive
the Company www.thermaxglobal.com and on the the forms should be on or before the record date.
website of KFintech at: https://evoting.kfintech.com. Shareholders are requested to note that in case their
The result will simultaneously be communicated to the PAN is not registered, the tax will be deducted at a
stock exchanges. higher rate of 20%.
IX. Subject to receipt of requisite number of votes, the Non-resident shareholders can avail beneficial rates
Resolutions proposed in the Notice shall be deemed under tax treaty between India and their country of
to be passed on the date of the Meeting, i.e. August 1, residence, subject to providing necessary documents
2023 i.e. No Permanent Establishment and Beneficial
Ownership Declaration, Tax Residency Certificate,
Dividend related information Form 10F, any other document which may be required
10. The Company has fixed Friday, July 21, 2023 as the to avail the tax treaty benefits. Forms to be uploaded
‘Record Date’ for determining entitlement of members on https://ris.kfintech.com/form15/default.aspx or
duly filled and scanned copy to be sent to
8
einward.ris@kfintech.com. The last date to receive the retain copy(ies) with IPV stamping with date and
forms should be on or before the record date. initials; or
The aforesaid documents such as Form 15G/ 15H, b. Through hard copies which are self-attested,
documents under sections 196, 197A, FPI Registration which can be shared on the address below; or
Certificate, Tax Residency Certificate, Lower Tax
certificate etc. can be uploaded on the link given Name KFIN Technologies Limited
above or duly filled and scanned copy to be sent to Address Selenium Building, Tower-B,
einward.ris@kfintech.com to enable the Company Plot No 31 & 32, Financial District,
Nanakramguda, Serilingampally,
to determine the appropriate TDS / withholding tax
Hyderabad, Rangareddy,
rate applicable. Formats of Form 15G / Form 15H are Telangana India - 500 032.
available on the website of the Company and can be
downloaded from the link https://www.thermaxglobal. c. Through electronic mode with e-sign by following
com/download-forms/ the link: https://ris.kfintech.com/clientservices/
isc/default.aspx#
13. As per Regulation 40 of SEBI Listing Regulations,
as amended, securities of listed companies can be The ISR forms for availing investor’s services are as
transferred only in dematerialized form with effect from, below:
April 1, 2019, and request received for transmission
or transposition of securities shall be effected only in Sr. Particulars Please furnish
dematerialised form w.e.f. January 24, 2022. In view No. details in
of this and to eliminate all risks associated with 1 PAN Form No. ISR-1
physical shares and for ease of portfolio management, 2 Address (Form enclosed)
members holding shares in physical form are 3 Email address
requested to consider converting their holdings 4 Mobile Number
to dematerialized form. Members can contact the 5 Demat account details
Company or Company’s Registrar and Transfer Agent,
6 Bank account details
KFintech for assistance in this regard.
7 Nomination details* Form:SH-13 (enclosed)
8 Declaration to opt out Form: ISR-3 (Enclosed)
14. Procedure for Registration of email and Mobile:
nomination*
securities in physical mode
9 Confirmation of the Form: ISR-2 (Enclosed)
Physical shareholders are hereby notified that signature by the bank
based on SEBI Circular number: SEBI/HO/MIRSD/
MIRSD-PoD-1/P/CIR/2023/37, dated March 16, 2023, * In case you are opting out for giving nomination, submit ISR-
3 and SH-13 need not be submitted.
All holders of physical securities in listed companies
shall register the postal address with PIN for their The Company has sent individual letters to all the
corresponding folio numbers. It shall be mandatory Members holding shares of the Company in physical
for the security holders to provide mobile number. form and whose Folio are KYC non-compliant on
Moreover, to avail online services, the security holders May 8, 2023 for furnishing their PAN, KYC details
can register e-mail ID. Holder can register/update the and Nomination. Members holding shares of the
contact details through submitting the requisite ISR -1 Company in physical form are requested to go through
form along with the supporting documents. the requirements on the website of the Company
at www.thermaxglobal.com to furnish the above
ISR Form(s) can be obtained by following the link: mentioned details.
https://ris.kfintech.com/clientservices/isc/default.
aspx Detailed FAQ can be found on the link:
https://ris.kfintech.com/faq.html
ISR Form(s) and the supporting documents can be
provided by any one of the following modes. For more information on updating the email and Mobile
details for securities held in electronic mode, please
a. Through ‘In Person Verification’ (IPV): the reach out to the respective DP(s), where the DEMAT
authorized person of the RTA shall verify the a/c is being held.
original documents furnished by the investor and
9
15. E-mail Address: As per these Rules, dividends which are not encashed
/ claimed by the shareholder for a period of seven
To support the ‘Green Initiative’, Members who have
consecutive years shall be transferred to the Investor
not yet registered their email addresses are requested
Education and Protection Fund (IEPF) Authority.
to register the same with their Depository Participants
(DPs) in case the shares are held by them in electronic
The IEPF Rules mandate the companies to transfer
form and with KFintech in case the shares are held by
such shares of Members of whom dividends remain
them in physical form.
unpaid / unclaimed for a period of seven consecutive
years to the demat account of IEPF Authority.
16. National Electronic Clearing Service (NECS):
The Company has provided facility to the Members for Dividend declared by the Company on August 10,
receiving dividend through Electronic Clearing System 2016 for the financial year 2015-16 which remained
(ECS) to avoid loss in transit/fraudulent interception unclaimed, is due for transfer to the Investor Education
& encashment/undue delay in receipt of the dividend and Protection Fund (the IEPF), on September 14,
warrant. The ECS facility is available at locations 2023, pursuant to the provisions of the aforesaid
approved by the Reserve Bank of India from time to Sections of the Companies Act, 2013.
time and covers most of the cities and towns.
Members who have not encashed their dividend
Members holding shares in physical form and who warrants pertaining to the year 2015-16 and/or any
wish to avail this facility are requested to send their subsequent years that still remains outstanding, are
details in the ECS mandate form. The ECS mandate requested to lodge their claims with KFin Technologies
form may be collected from the Company’s Corporate Limited, the Company’s RTA, at the earliest for
Office or its Registrar & Transfer Agent (RTA) or obtaining payments thereof.
may be downloaded from the Company’s website
(www.thermaxglobal.com). The ECS mandate form 18. Queries related to financial statements:
submitted earlier shall be valid for the recommended
Members are requested to write to the Company their
dividend.
queries, if any, on the financial statements, at least 10
days before the meeting to enable the management to
Members are requested to intimate changes, if
keep the required information available.
any, pertaining to their name, postal address, email
address, telephone/ mobile numbers, Permanent
The audited financial statements and consolidated
Account Number (PAN), mandates, nominations,
financial statements for the financial year ended
power of attorney, bank details such as, name of the
March 31, 2023 can also be viewed on the Company’s
bank and branch details, bank account number, MICR
website (www.thermaxglobal.com).
code, IFSC code, etc., to their DPs in case the shares
are held by them in electronic form and to KFintech in
case the shares are held by them in physical form.
By Order of the Board of Directors
17. Unclaimed Dividend: For Thermax Limited
The Ministry of Corporate Affairs had notified provisions
relating to unpaid / unclaimed dividend under Sections Janhavi Khele
124 and 125 of the Companies Act, 2013 and the Place: Pune Company Secretary
Investor Education and Protection Fund (Accounting, Dated: May 17, 2023 ACS 20601
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules).
10
EXPLANATORY STATEMENT
[Pursuant to Section 102(1) of the Companies Act, 2013]
Item No. 4 term. Additional information in respect of the proposed

appointee(s), pursuant to the Listing Regulations, the Act
Based on the recommendations of Audit Committee,
and the Secretarial Standard on General Meetings are given
the Board of Directors of the Company at its meeting
herein as an Annexure and forms part of the Notice.
held on May 17, 2023 approved the appointment of
M/s. Dhananjay V. Joshi & Associates, Cost Accountants,
Based on the performance evaluation of proposed
Pune as the Cost Auditors of the Company for the financial
appointee, the Committee and the Board, are of the view
year 2023-24. It is proposed to pay Rs. 6,75,000 /- (Rupees
that, given the knowledge, experience, contribution, along
Six Lakhs Seventy Five Thousand only) plus applicable
with the skills and expertise, she brings on board, her
taxes and reimbursement of actual out of pocket expenses
continued association would be immensely beneficial to the
as remuneration to the Cost Auditors for FY 2023-24.
Company, in its pursuit of growth and hence recommends
M/s. Dhananjay V. Joshi & Associates were also the Cost
to the Members her re-appointment for the second term.
Auditors of the Company for financial year 2022-23.
The Company has also received following from the
In terms of provisions of Section 148(3) of the Companies
proposed appointee:
Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, remuneration of the Cost Auditors is required to • consent in writing to act as Director in Form DIR-2
be ratified by the shareholders of the Company. pursuant to Rule 8 of the Companies (Appointment and
Qualification of Directors) Rules, 2014;
Your Directors recommend the resolution for your approval.
• intimation in Form DIR-8 in terms of the Companies
(Appointment & Qualification of Directors) Rules, 2014, to
No Director, Key Managerial Personnel or their relatives are
the effect that she is not disqualified under Section 164
concerned or interested in the resolution.
(1) & (2) of the Act and;
Item No. 5 • a declaration to the effect that she meets the criteria of
The Members of the Company at their 38 Annual
th independence as provided under Section 149(6) of the
General Meeting held on August 8, 2019 had approved Act and Rules framed thereunder and Regulation 16(1)
the appointment of Mrs. Rajani Kesari (DIN: 02384170) (b) of the Listing Regulations. The Board has taken it on
as Non-Executive, Independent Director of the Company record after due assessment of veracity of the same.
for a period of five consecutive years to hold office
upto November 13, 2023. The Board of Directors of the In the opinion of the Board, Mrs. Kesari fulfils the conditions
Company at its meeting held May 17, 2023, based on the specified in the Act, the Rule thereunder and the Listing
recommendation(s) of the Nomination and Remuneration Regulations. Further, Mrs. Kesari has confirmed that she is
Committee approved the proposal of re-appointment of not aware of any circumstance or situation which exists or
Mrs. Kesari for second terms of five consecutive years may be reasonably anticipated that could impair or impact
commencing from November 14, 2023 till November 13, her ability to discharge her duties as an Independent
2028 (both days inclusive), not liable for retirement. Director of the Company. Further, she has also confirmed
that she is not debarred from holding the office of a Director
Section 149(10) of the Act provides that an Independent by virtue of any order passed by SEBI or any such authority
Director shall hold office for a term of five consecutive and is not disqualified from being appointed as a Director in
years on the Board of a Company but shall be eligible terms of Section 164 of the Act. Also, she is in compliance
for re-appointment on passing of a Special Resolution with Rules 6(1) and 6(2) of the Companies (Appointment
by the Company and disclosure of such appointment and Qualification of Directors) Rules, 2014, with respect to
in the Board’s report. Further, Section 149(11) provides registration with the data bank of Independent Directors
that no independent director shall hold office for more maintained by the Indian Institute of Corporate Affairs
than two consecutive terms. Therefore, Mrs. Kesari is (‘IICA’). Mrs. Kesari will be entitled to sitting fees and/
eligible for re-appointment for the aforesaid second or other remuneration at par with other Independent
Directors of the Company and/or as per the Nomination
11
and Remuneration policy of the Company. The details of Members on sending a request along with their DP/Client
the remuneration paid to her forms part of the Corporate ID or Folio No. from their registered e-mail address to the
Governance Report. Additional details as required are given Company at cservice@thermaxglobal.com
as Annexure to the Notice and forms part of this Notice.
Your Directors recommend the said resolution for your
Save and except the foregoing, none of the Directors approval.
and Key Managerial Personnel of the Company and
their relatives, except for the proposed appointee(s) and By Order of the Board of Directors
their relative(s), are in any way concerned or interested For Thermax Limited
(financially or otherwise), in the proposed Special
Resolution(s) as set out respectively at Item No. 5 of the Janhavi Khele
Notice. Place: Pune Company Secretary
Dated: May 17, 2023 ACS 20601
The terms and conditions of appointment of proposed
appointee, would be made available for inspection to the
12
Annexure
Additional details of directors seeking appointment/ re-appointment/extension at the
annual general meeting
Name of the Directors Mr. Pheroz Pudumjee Mrs. Rajani Kesari
Director Identification Number 00019602 02384170
Date of Birth (Age) 23/02/1962 02/07/1971
(61 years) (51 years)
Date of first appointment on January 15, 2001 November 14, 2018
the Board
Educational Qualification Mr. Pudumjee holds a Bachelor’s degree in Mrs. Kesari is a commerce graduate,
Commerce, a Master's degree in Business Chartered Accountant, Cost
Administration and a Diploma in Automotive Accountant and Certified public
Technology from Stanford University, USA. accountant from the USA.
Experience (including Mr. Pheroz Pudumjee is a Promoter-Director of Mrs. Rajani Kesari is an Independent
expertise in specific functional Thermax Ltd, an engineering company offering Director of the Company. She is
areas/ skills and capabilities) / sustainable business solutions in the energy & currently the CFO of Nayara Energy
Brief Resume environment and conserving resources so as to Limited. Nayara is a downstream
preserve the future. oil company operating the second
largest single-site refinery in India
He joined Thermax's UK office in the year 1991.
and contributes to 8% of the refinery
With a small dedicated team, he and his wife Mrs.
capacity of India. Prior to this, she
Meher Pudumjee took over the responsibility of
was the CFO for Holcim India,
turning around a Thermax subsidiary company
handling finance for listed entities of
in the UK. After his return to India, he headed
Ambuja Cements and ACC Limited.
the Company's International Division and today
facilitates the Company's overall strategy and Mrs. Kesari has diverse experience
foreign business initiatives. He is the Chairman in strategic planning, business
of the Stakeholders Relationship Committee partnering, M & A, internal audit,
and sits as a member of the Audit Committee, taxation and investor relations. She
Risk Management Committee and the Strategic has also played a very meaningful
Business Development Committee of Thermax role in driving business impact both
Limited. in India and overseas.
Mr. Pudumjee is a Director and sits on the board She is a commerce graduate,
of the following companies: Thermax Ltd, Thermax Chartered Accountant, Cost
Engineering Singapore Pte Ltd, Jet Synthesis Pvt Accountant and Certified Public
Ltd, Jehangir Group of Hospitals and investment Accountant from the US.
companies owned by the family. He also heads the
Family Office of the Aga and Pudumjee Family. In
2019, He established a Multi Family Office in India
and Singapore to provide services and advice to
other owning families on structuring, long term
wealth creation and succession planning in India
and abroad. He is also the President of the Poona
Kadmi and Shehanshahi Daremeher Fire Temple.
He served as the Chairman of the Pune Zonal
Council of the Confederation of Indian Industry
(CII) and was an elected member of the Western
Council of CII and a member of its national
committee on International Trade. He is also on
the international panel of the Mahratta Chamber of
Commerce located in his home city of Pune, India.
He is interested in Music, Automotive Technology,
Aeronautical Engineering, Sports, Travel & Food
and is part of the teaching faculty of the Owner's
Forum based in Germany.
13
Name of the Directors Mr. Pheroz Pudumjee Mrs. Rajani Kesari
Directorships held in other ARA Trusteeship Company Private Limited Thermax Babcock & Wilcox Energy
companies (excluding foreign RDA Holdings Private Limited Solutions Limited
companies) Jetsynthesys Private Limited
Memberships/ Chairmanships Thermax Limited: Thermax Limited:
of Committees across Listed Member of Audit Committee Member of Audit Committee
companies (excluding foreign Chairman of Stakeholders’ Relationship
companies)* Committee
Relationship with other Mr. Pheroz Pudumjee and Mrs. Meher Pudumjee Not related to any Director / Key
Directors, Manager and other are related to each other. Managerial Personnel of the
Key Managerial Personnel of Company.
the Company
No. of shares held in the Mr. Pudumjee holds 6,000 equity shares of the NIL
Company Company.
Terms and Conditions of As per the Ordinary Resolution set forth at Item As per the Special Resolution set
appointment / re-appointment No. 3 of this Notice. forth at Item No. 5 of this Notice,
read with the Explanatory Statement
thereto.
Name of listed entities from NIL NIL
which the person has resigned
in the past three years
(excluding foreign Companies)
The number of Meetings of the

Board attended during the year The details of attendance at Board and Committee Meetings including remuneration last
drawn are given in Corporate Governance Report which is a part of the Annual Report.
The remuneration last drawn
Details of remuneration sought The Non-Executive Directors are entitled to remuneration by way of sitting fees for
to be paid attending Board and committee meetings alongwith commission determined in
accordance with the Company’s Policy on Selection and Appointment of Directors and
their Remuneration.
For other details such as skills and capabilities required for the role of Independent Director and the manner in which the
person proposed to be appointed / re-appointed meets such requirements, etc. please refer to the Corporate Governance
Report which is a part of the Annual Report.
*Committees mentioned include Audit Committee and Stakeholders Relationship Committee as per Regulation 26(1)(b) of the
Listing Regulations.
14
42nd Integrated Report 2022-23
PARTNERING
TO BUILD AN EQUITABLE
AND SUSTAINABLE FUTURE
#ThermaxForABetterTomorrow
CONTENTS
PARTNERING
TO BUILD AN EQUITABLE AND
01 Introduction 24 Statutory Reports 143 Financial Statements SUSTAINABLE FUTURE
01 About the Theme 24 Management Discussion and 143 Consolidated Financial
02 About this Integrated Report Analysis Statements
We believe that we cannot create a a sturdy foundation to develop a continue to build on our strong
61 Directors’ Report 246 Standalone Financial better future for ourselves and our competitive green hydrogen vertical. foundation by enhancing processes
04 Understanding Thermax 71 Corporate Governance Statements planet without collaboration. Our ethos and controls and supporting
In our pursuit of a sustainable and
Report is to partner with our stakeholders to transparency.
equitable future, we have placed
04 Performance Snapshot Thermax 96 Business Responsibility build an equitable and sustainable
a strong emphasis on social We are proud of the progress we
Group FY 2022-23 & Sustainability Report future that offers access to clean air,
responsibility and creating an inclusive have made in FY 2022-23, but we
06 Thermax at a Glance clean energy, and clean water to all. workplace. Through our partnerships
132 Energy Conservation, understand that there is still much
This has been reflected in the strategic with like-minded NGOs, organisations, work to be done. Looking ahead,
18 Our Business Model Technology Absorption
partnerships we have formed in and employees, we have created job we remain committed to forging
and Foreign Exchange
recent years that have led to business opportunities, promoted education, strategic partnerships that promote
12
Earnings & Outgo expansion in green portfolios,
Leadership Messages and supported local communities. sustainability, social responsibility,
135 Annual Report on CSR enhancement of digital capabilities, as We will continue to practice the and good governance. We believe
12 Message from the Chairperson Activities and CSR Policy well as community outreach, enabling highest level of corporate governance that by weaving ESG considerations
15 Message from the Managing 137 Secretarial Audit Report – us to move forward on our ESG with ethical and legal standards into everything we do, we can create a
Director & CEO Thermax Limited parameters. in the conduct of our operations, positive impact and make a difference
140 Secretarial Audit Report – To view the report Given our forte and market leadership and engraining good corporate in the world.
20 Our Board Thermax Babcock & Wilcox

Energy Solutions Limited
online, scan the
QR code
in the energy domain, Thermax is
well-positioned to benefit from the
governance systems. We will also
20 Board of Directors increasing focus on clean energy

22 Management Executive Council and decarbonisation initiatives.
23 Corporate Information We leverage our capabilities in
green technologies to serve our
customers with solutions that
facilitate the efficient deployment
With five decades of of energy resources. We also assist
experience in energy our customers in their sustainability Environmental
and low-carbon journeys, supporting
and the environment
them to overcome the challenge of
segments, a strong fuel availability, helping them achieve
diversified order book, and cost efficiency and reduce their
our execution excellence, environmental footprint.
we reiterate our Scaling technology-led solutions that

address sustainability challenges is
commitment to creating
another way we minimise our impact
sustainable solutions on nature. An array of IoT-enabled Social
for a better tomorrow. digital solutions powered by machine
Along with ‘Environment’, learning, and Thermax-engineered
algorithms have proved to be
Thermax recognises the beneficial for many of our customers.
crucial role that ‘Social’
With some of our recent initiatives,
and ‘Governance’ factors we intend to play a critical and
play in achieving this goal. broad-based role in India’s hydrogen
sector, supporting the nation’s mission
of replacing grey with green hydrogen Governance
by 2030. We are working on creating
#ThermaxForABetterTomorrow
Introduction Understanding Leadership Our Board Statutory Financial
Thermax Messages Reports Statements
ABOUT THIS INTEGRATED REPORT

Planet Customers Feedback and
Suggestions
We welcome your feedback and
suggestions on this Report.
You may email us at
Communities and cservice@thermaxglobal.com
Employees
Academic Groups
Our
Stakeholders
Strategic Objectives
SO1: Increase the share of
Government Vendors and green offerings
Authorities Business Partners SO2: Grow products and

services portfolio
Reporting Approach transparency, accuracy, integrity, manufacturing facilities, products
SO3: Focus on

responsibility and compliance. and solutions, operations and
The terms ‘Thermax’, ‘Thermax Group’, internationalisation
maintenance, office premises of
‘the Group’, ‘the Company’, ‘your Owners and
Company’, ‘we’, ‘our’ and ‘us’ refer Framework, Guidelines the Thermax Group and its material
Shareholders
to Thermax Limited and its group of and Standards subsidiaries. Disclosures pertaining to
companies. the period April 1, 2022, to March 31,
The Report covers key performance
2023, are also covered under this
indicators in line with the <IR> For more details, refer to the Principle 4 of the BRSR on page 96.
Report, unless stated otherwise.
Developed in accordance with the framework. It also links the Company’s Approach to Materiality
International Integrated Reporting capital-wise performance to the United To identify material issues
Council’s (IIRC) <IR> framework, Nations Sustainable Development Responsibility Statement
Thermax Limited is pleased to present To evaluate current status
Goals (UN SDGs). Sections of the The management has evaluated the
its Integrated Report for FY 2022-23. document also comply with the contents presented in the Report To
map ambitions against issues
The Report provides key insights into requirements of the Companies Act, and assured its integrity to the best To identify key actionable areas
how the Company creates value in the 2013 (and the rules made thereunder); of their knowledge in the capacity
short, medium and long-term for its Indian Accounting Standards; of Those Charged With Governance Natural Capital Financial Capital
stakeholders. the Securities and Exchange (TCWG). The publication of this Report
Board of India (Listing Obligations has been approved by the Board on
In addition to this and as mandated and Disclosure Requirements), May 17, 2023.
by SEBI, stakeholder relevant Sustainable
Regulations, 2015; and the Secretarial
performance is also reported Standards issued by the Institute Forward-looking Development Goals
by Thermax through a Business
Responsibility and Sustainability
of Company Secretaries of India. Statements Social and Our Manufactured
Stakeholders are encouraged to read Relationship Capital
Report. Both reports have been
them in conjunction with the contents
Certain statements in this Report
Capital
Capitals
combined to avoid duplication and regarding Thermax’s business
prepared using the <IR> format to
ensure comprehensive yet concise operations may constitute
get a holistic view of the Company’s
information to all shareholders. forward-looking statements.
annual performance.
While these statements reflect the
As a Company, we are committed Company’s future expectations, it is
to achieving the highest governance
Boundary and Scope of important to remain mindful that a Human Capital Intellectual Capital
standards essential for sustainable Reporting number of risks, uncertainties and
value creation. This is reflected in our The Report covers information other important factors could cause
reporting philosophy which is founded pertaining to, but not limited to, actual results to differ materially.
on the principles of accountability,
For more details, refer to the Business Model on page 18.
02 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 03

PERFORMANCE SNAPSHOT
Local Employment
THERMAX GROUP FY 2022-23 Community Engagement
Social Occupational Health, Safety and Emergency
Preparedness
We are committed to working with our stakeholders across our value chain to build a
Talent Acquisition and Retention
sustainable pathway forward. Through our focus on ESG, we are helping propel industry
and the world forward – today and for generations to come. Protection of Human Rights
Responsible Supply Chain Management

Our key focus on reducing water and carbon footprints, initiatives on employee engagement and community development,
and adherence to compliance and integrity reflect how we are becoming more sustainable as a Company. It also
demonstrates our strong emphasis on delivering solutions that defy global challenges and create lasting value for our
customers, communities, employees, and the overall business. Resolved
98.8% of customer complaints Supported
676 alumni from Teach for India through
Held
over 150 customer engagement programmes on iTeach
energy & water conservation and minimising pollution Assisted
1,625 alumni from six schools to continue their
Built
capabilities for sustainability of 146 suppliers higher education/vocational training
Waste Management
through training sessions 8,979
families benefitted through CSR around
Climate Change Related Risks 4,108
students benefitted from The School Project and manufacturing facilities
Alumni Project
Energy Management
Environment Water Management SDGs Impacted Capitals Covered Strategic Objectives
Emissions Management SO1 SO2 SO3
Human Social and

Capital Relationship
8%
of energy consumption is contributed by Incurred
Rs. 4.14 crore capex on carbon footprint Capital
renewable energy reduction-related projects
Installed
rooftop solar plants with a combined 9%
reduction in water consumption at domestic
capacity of 2.17 MWp at Savli, Jhagadia, manufacturing units
Sri City and at Pune offices 2,49,510 m3 of water reused and recycled Compliance and Integrity
Harvested
25,490 m3 of rainwater during the year Planted 6,080 saplings Governance
Achieved
5,665 tCO2e of carbon emission Achieved 93% of waste recycling rate during the year
reduction Zero
cases under Prevention of Sexual Harassment
Single-use
plastic free certification received from the (POSH) Act
Saved 19,424 GJ of energy Confederation of Indian Industry for the Savli plant
Compliance
is followed with processes and tools in place,
and the reporting under the same is done to the Board
Restructuring
of reporting segments for better
SDGs Impacted Capitals Covered Strategic Objectives transparency
SO1 SO2 SO3
Manufactured Intellectual
Capital Capital
SDGs Impacted Capitals Covered Strategic Objectives
SO1 SO2 SO3
Natural Capital
Financial Capital Human Capital

Thermax’s Business Philosophy

THERMAX AT A GLANCE
Vision Values Ethos
To be a globally respected Our business ethos is
Respect
high-performance rooted in good governance.
A Brief Overview organisation offering Commitment We respect and balance
Headquartered in Pune, India, Thermax sustainable solutions in the interests of our diverse
Honesty and Integrity
Limited was incorporated in 1966 as Wanson energy and the environment. stakeholders.
India by A.S. Bhathena. It offers integrated
Concern for Society
solutions in heating, cooling, power
generation, water treatment and recycling, air
and the Environment
pollution control, and chemicals with a focus
on ensuring clean air, clean energy, and
clean water. 17 20 Rs. 8,090 Crore
Domestic Subsidiaries Overseas Subsidiaries Revenue
Our Global Operations
We operate globally through 34 international
and 22 domestic offices, 14 manufacturing
30+ 3,767
facilities – 10 in India and 4 overseas,
Countries Sales and Permanent
spanning Europe and South East Asia.
Service Presence Employees Globally
Our Global Presence
Our presence extends to over 90 countries
and we support customers through an Partnerships in FY 2022-23
extensive service network spread across
Asia, South East Asia, the Middle East, Africa,
Europe and the Americas.
Thermax partnered with Fortescue Thermax Foundation collaborated Thermax’s Board of Directors and
Future Industries (FFI) to jointly with RPG Foundation and NGO Executive Council collaborated
develop fully integrated green Lokbharati in Vadodara, Tata Motors to devise a detailed three-year
hydrogen projects for commercial CSR in Shirwal and Adani roadmap for 2023-2026 that
and industrial customers. Foundation in Mundra to train girls supports the Company’s overall
Thermax collaborated with and local youth respectively under strategic priorities for 2030.
EverEnviro for setting up bio-CNG skill development programmes, as An external consultant conducted
turnkey projects. its always more impactful to partner a training session for key Board
with local industry. members, key managerial
Thermax partnered with Covacsis,
an IoT solution partner, to provide Launched a worker facilitation centre personnel and the leadership team
Key Financial Highlights of FY 2022-23 enhanced energy management (WFC) in collaboration with the on Business Responsibility and
capabilities to customers. Centre for Social Justice in Savli, and Sustainability Reporting (BRSR)
continued partnership with Aajeevika and ESG.
Recorded consolidated Profit After Tax Order booking for the Concluded an order Received an order for
Bureau and Bajaj Auto CSR to Thermax, in collaboration with
revenue of Rs.8,090 (PAT) stood at year at a consolidated of Rs. 522 crore for Rs. 251.7 crore from
operate a WFC at Pimpri Chinchwad the Institute of Directors (IOD),
crore in FY 2022-23, up Rs. 451 crore, up level stood at two units of 260 TPH an Indian public sector
Municipal Corporation as part of its India, conducted a masterclass on
32% as compared to 45% as compared to Rs. 8,788 crore as high pressure utility power company for
Rs. 6,128 crore in Rs. 312 crore in the compared to boilers and associated the renovation and Social Compact initiative. corporate governance topics for
FY 2021-22 previous year Rs. 9,410 crore in systems for a modernisation of the Thermax partnered with universities directors who are on the Boards of
FY 2021-22, down 7% grassroot refinery and ESP package of its in India and abroad for leadership its subsidiaries.
petrochemical complex 3 x 210 MW thermal development programmes with an
in Rajasthan, India power station in West aim to equip talent for the Company’s
Bengal, India growth journey in the years ahead.

Our Core Business Segments
Industrial Products Industrial Infra
Air Pollution Projects and Boilers and Fired Specialised

Heating Cooling
Control Energy Solutions Heaters (Higher Services
Capacity)
Boilers and Fired Heaters Absorption Cooling and Bag Filters Air Cooled Condensers
Fired Heaters (10 MM kcal/hr to
Digital Asset Availability and
Electric Boilers Heating
Coal Preparation Plants and Bio-CNG Plants 250 MM kcal/hr) Optimisation
Chiller-Heaters Coal Injection Systems
Heat Recovery Boilers Energy Audit and Utility Piping
Energy Plants Cogen/Trigen Power Plants
Heat Pumps ComboFilters (25 TPH to 500 TPH) Consultancy
Heat Recovery Boilers EPC Offerings

Lean Gas Fired Boilers Genuine and Reliable Spare Parts
Heat Recovery Systems Heat Transformers Dedusting and Flue Gas Desulphurisation (FGD)
Fume Extraction Systems (25 TPH to 500 TPH)
Life Extension Services
High Pressure Boilers Hybrid Chillers Refinery Process Units
Oil & Gas Fired Boilers
Vapour Absorption Chillers Electrostatic Precipitators Operations & Maintenance of
Hot Water / Air / Gas Generators Waste Heat Recovery Power Plants (30 TPH to 500 TPH)
Heat Exchangers Utilities and Power Plants
Lean Gas Fired Boilers S
olid Fuel Fired Boilers
Process Cooling Scrubbers for Particulate and Plant Improvement Projects
Oil & Gas Fired Boilers (30 TPH to 1,000 TPH)
Adiabatic Coolers Gaseous Abatement Proactive, Preventive and
Solid Fuel Fired Boilers
Supercritical Boilers
Air Cooled Heat Exchangers Corrective Maintenance Services
Supercritical Boilers (800 TPH to 4,535 TPH)
Closed Loop Cooling Towers Remote Monitoring and Assistance
T
hermal Oil Heaters and Vapourisers
Waste to Energy Boilers Services
Dry Coolers (8 TPH to 500 TPH)
Waste Heat Recovery Boilers
Retrofits and Upgrades
Evaporative Condensers
Green Solutions Chemical

Steam Engineering Water and Specialised
Solutions Waste Solutions Services
Renewable Energy
Condensate Management Desalination
Digital Asset Availability and Optimisation
Systems and Valves Recycle and Zero Liquid Discharge Genuine and Reliable Spare Parts
Life Extension Services Energy Management Solutions Construction Chemicals
Process Automation and
Wastewater Treatment (Sewage
Monitoring Equipment
Overhauling of Air Pollution Control Green Hydrogen Projects Ion Exchange Resins
and Effluent)
Steam Generation and Equipment
RE Power Projects
Water Treatment Oil Field Chemicals
Distribution Products Plant Improvement and Upgrades
Solar and Wind Hybrid Farms Performance Chemicals

Proactive, Preventive and Corrective
and Storage Batteries
Maintenance Services

Utility Delivery Services on

Remote Monitoring and Assistance
Build-Own-Operate Model
Services
For more details on Business Segments, refer to MDA on page 26.
Retrofit & Revamps, Upgrades
Industries Served
Agriculture & Automobiles & Aviation Biotechnology Cement Chemicals Construction Manufacturing Medical Metals Oil & Gas Paper & Pulp Pharmaceuticals
Allied Industries Auto Components Devices
Engineering & Food & FMCG Healthcare Hospitality Infrastructure IT & Data Power Renewable Rubber Telecommunications Textiles Wood
Capital Goods Beverages Centre Energy

Our Diversified Presence
Denmark
15
Poland
3
22 11 14
5
23
21
Head Office
India
4 1
Germany 16
24
10
20
25 13
Indonesia
12 18
8
17 6
7
Pune
19
2
26
9
India
International Subsidiaries, Sales & Service

1. Bangladesh 10. Myanmar 19. Tanzania
2. Brazil 11. Netherlands 20. Thailand
Manufacturing Units
3. Denmark 12. Nigeria 21. Turkey
4. Egypt 13. Philippines 22. U.K.
5. Germany 14. Poland 23. U.S.A.
6.
7.
Indonesia
Kenya
15. Russia
16. Saudi Arabia
24. UAE
25. Vietnam
14 Manufacturing 161 Channel 80 International
Facilities Partners in and Channel Partners
8. Malaysia 17. Singapore 26. Zambia
around India
9. Mauritius 18. Sri Lanka

MESSAGE FROM 2030. Sincere gratitude to our Board

members for their valuable guidance
Products and Industrial Infra are
predominantly green while the Green
THE CHAIRPERSON and advice.

Even though the year 2022-23 started
Solutions business provides 100%
sustainable offerings. I am happy to share that within
with the Russia-Ukraine war and the As always, a strong ESG proposition one year, our subsidiary, First
sudden increase in commodity and has formed a key ingredient and Energy Private Limited (FEPL),
freight prices, we have reached new filter for our decisions and actions.
has successfully commissioned
milestones, with the highest revenue The ‘E’ (Environmental) impact of
and profit in our Company’s history. ESG is gaining traction the world over. solar and solar-wind hybrid
Unfortunately, with all the good news, it Customers are constantly looking farms to fulfil our customers’
pains me to report a negative arbitration for economically viable solutions captive renewable power
award of Rs. 250 crore slapped on the that have a lower carbon footprint. requirements.
Company in the month of June 2023. With the current war, every country
We have realigned our businesses into four Since the 2022-23 results were already has started to think of energy security
audited, it does not form a part of the seriously. The recently concluded
segments: Industrial Products, Industrial Infra,
financials; however, we have mentioned COP27 summit carries forward the avenues, such as cogeneration,
Green Solutions and Chemical. Both Industrial legacy of Glasgow – mainly on fossil recycled water, biomass gasification,
the award in this Annual Report.
Products and Industrial Infra are predominantly The Company will be appealing fuels and emission reduction, by and bio-CNG, and also spreading
green while the Green Solutions business the matter. agreeing to keep the 1.5-degree geographically.
provides 100% sustainable offerings. In the past year, we saw demand
temperature rise target alive and Thermax responded to the challenge
countries agreeing to ‘phase down’ of stubble burning, to counter carbon
across business segments with an
coal use. For India, this enhances the emissions and produce a value added
uptick in order book predominately
emphasis on energy security through product. Every year in November,
from the refinery, steel, power, and
renewables and the use of coal with India enjoys a hearty kharif or rice
chemical sectors. The order pipeline
carbon capture, to bring down the harvest season, but the flip side of a
in waste heat recovery for cement
dependence on oil and chemical good yield is an abundance of waste
and steel, waste-to-energy and
imports. Thermax has developed paddy straw stubble which is burned in
build-own-operate based solutions
and partnered with companies for farms prior to the next sowing season.
Thermax Foundation collaborated with NGOs such as Lokbharati grew. Our Industrial Products group
technologies that could provide an The impact of this burning (apart from
and Manavlok, as well as like-minded corporates, to provide comprising Heating, Water and Waste
alternative to importing chemicals. other factors) leaves northern India,
skill development programmes for youth and capacity-building Solutions, Cooling and Air Pollution
We are also constantly developing as especially parts of Delhi NCR and
initiatives for farmers respectively. I want to express my heartfelt Control witnessed a demand from
well as looking to buy technologies Punjab regions, choked by smog.
appreciation and commend our NGO partners, CSR team and sugar, distilleries, paper and pulp, and
that will help our customers with To address this issue, Thermax, in
local support from our employees, for their unwavering efforts in food processing industries for green
energy transition. partnership with EverEnviro and
making a significant positive impact on people’s lives. offerings.
Thermax is witnessing a growing utilising Primove’s technology, has
Going forward, although India
-Meher Pudumjee interest in renewable opex solutions, been able to convert this waste into
is on a growth trajectory, we are bio-CNG, which is predominantly
based on long-term agreements.
seeing a marginal slowdown in used in vehicles. The technology
I am happy to share that within
industrial infrastructure orders. If the one year, our subsidiary, First is a promising solution to replace
government continues to invest heavily Energy Private Limited (FEPL), has carbon-positive fossil fuels and reduce
My Dear Shareholder, reducing our customer’s carbon and towards green. We thank our in infrastructure projects, Thermax will successfully commissioned solar and the import of costly natural gas.
water footprints. They implemented Executive Council members, our benefit from the ‘derived demand’, solar-wind hybrid farms to fulfil our Being a first-of-its- kind, the outcome
I am delighted to present the
new processes, penetrated newer Strategic Business Unit heads and through investments in refineries, customers’ captive renewable power is encouraging, but is taking time to
42nd Annual Report of your Company
markets and most importantly, all our employees for their hard work steel, and cement. requirements. Another subsidiary reach the committed output.
for the financial year 2022-23. I am
built a growth mindset, capable of and execution. Thank you to our under our Green Solutions segment,
very happy to mention that almost Since the Company operates and Our clean energy portfolio is set to
thinking big, challenging themselves, customers who have had continued TOESL (Thermax Onsite Energy
every division of the company did reviews its businesses in four major be augmented with the government’s
being innovative, and doing things faith in Thermax; to all our vendor and Solutions Limited), has achieved
a lot better than the previous year, buckets, we have decided to project support to green technologies and
differently. business partners, as well as all other significant growth in revenues.
not just in numbers and growth, but the same going forward. Thus we the various reforms introduced in the
achieving several firsts. New and Heartfelt thanks to Ashish Bhandari, stakeholders. This year, we developed have realigned our businesses into Responding to the rising demand for Union Budget for an increased focus
stronger partnerships were entered our Managing Director & CEO, for an extensive strategy framework for four segments: Industrial Products, utilities through build-own-operate on energy transition and environmental
into, and businesses developed new partnering in our vision to shift the the period 2023-26, tying into our Industrial Infra, Green Solutions solutions, TOESL is expanding its well-being. One of these is green
applications especially focussed on Company’s predominant focus overarching strategic priorities for and Chemical. Both Industrial portfolio to include other sustainable hydrogen. With our recent partnership

with Fortescue Future Industries (FFI),

Australia, we believe, over time, that
initiatives for farmers respectively.
We also continue our support MESSAGE FROM THE
the production of green hydrogen will
be a key step forward in decarbonising I am delighted that our own
towards school education and the
alumni programme at The Akanksha MANAGING DIRECTOR & CEO
hard-to-abate industries in India, such Foundation and iTeach. I’d like to
workers in Pune have come
as refineries, fertilisers, and steel. express my heartfelt appreciation
forward to volunteer their time and commend our NGO partners, the
Although not a large emitter of CO2
for this initiative. CSR team and the local support from
within the company, we have charted
our decarbonisation path. By 2025, our employees, for their unwavering
we will achieve 25% reduction in CO2, efforts in making a positive impact on
from our 2019 baseline, to support people’s lives.
India in transitioning into a low-carbon Last year we put together a Diversity,
economy. Progress has been made Being a responsible organisation, we Equity, and Inclusion strategy,
In an ever-evolving technology environment,
by enhancing operational efficiency, constantly find opportunities to take focussing on four pillars: enhancing
renewable energy generation, diversity representation, nurturing and
no company can work in isolation.
actions not only towards the planet,
procurement, and fuel switch. In this but also our people, and positively sponsoring talent, fostering mindset Partnerships across the ecosystem are crucial to
financial year, we have achieved impact society. change, and promoting openness success, and Thermax is well-positioned to be a
an absolute reduction of 17% in
The initiative Social Compact (SoCo),
and inclusiveness in the workplace. trusted partner in its customers’
emissions from the base year of We’ve taken some baby steps in energy transition journey.
which Thermax and other companies
2019. Moreover, our carbon emission hiring more women in leadership
have signed up for along with the NGO
intensity with respect to revenue has roles as well as on the shop floor and
Dasra and others, ensures greater
improved by 38.6%. a few differently-abled individuals in
dignity and equity for unorganised
We remain committed to transforming our workforce. We aim to double the
industrial workers in India. Apart from
Thermax as a future-ready, agile, women working with Thermax within
our own manufacturing facilities
productive, and effective organisation. the next three years.
and sites, Thermax started a worker
We are leveraging tech-enabled facilitation centre (WFC) in Pune Through our ethical and inclusive
processes and digitisation to and another in Savli to help informal corporate governance practices,
which form an integral part of
As India and the world move to decarbonise and clean up
ensure customer delight externally workers across industries access
our Environmental, Social, and
their energy systems, companies such as Thermax will have
and reduce bureaucracy as well benefits linked to government
Governance (ESG) framework, we aim
a valuable role to play in this journey. This means a sense of
as repetitive processes internally. schemes they are entitled to, such as
to add value to all our stakeholders
urgency in everything we do, fostering numerous partnerships
Leveraging the company’s experience the e-Shram card, BOCW benefits,
and successfully fulfil our long-term
within our ecosystem, and shifting capabilities from large
in the domains of energy and Aadhaar card, PAN card, and health
business objectives. Once again, my
specification-driven projects to projects that are bespoke,
environment over 55 years, Thermax insurance. I am delighted that our own
heartfelt gratitude and appreciation
technology-driven, often smaller in scale but distributed
introduced a unique digital solution workers in Pune have come forward to
to every stakeholder who has and
in breadth.
called ‘Edge Live’ over a year ago. volunteer their time for this initiative.
Our customers have experienced continues to partner with us on -Ashish Bhandari
To further social equity, we are
increased efficiency, improved plant this journey. We thank you for your
partnering with local communities
performance, enhanced uptime and ongoing trust and support.
near our manufacturing locations.
knowledge management of their
During FY 2022-23, Thermax Warmly, My Dear Shareholder, Robust Domestic Economic industry needs and supported
industrial assets.
Foundation collaborated with NGOs Environment this growth.
We understand that a sustainable Meher Pudumjee It is my pleasure to share with you this
such as Lokbharati and Manavlok, The post Covid-19 revival of the Additionally, the Union Budget
Chairperson year’s Annual Report. FY 2022-23
business, in the long run, is one along with like-minded corporates, to was a watershed year for Thermax Indian economy continued through 2023-24 provided a push for green
that maintains a consistent focus on provide skill development programmes the entirety of last year. The strong growth, encouraging the use of
with the business reaching all-time
the ‘S’ (Social) imperative of ESG. for youth and capacity-building highs on multiple financial metrics growth of the GDP at a rate of 7% was alternate sources of energy such
including those of revenues, order supported by a consistently robust as bioenergy and green hydrogen.
backlog, profits, and cash flow from manufacturing Purchasing Managers’ The Budget projected an increase in
operations. These numbers were a Index (PMI) that maintained a healthy capital investment in infrastructure
result of strength across business average of 55.6. Private credit by Rs. 10 lakh crore (3.3% of
sub-segments. I would like to thank offtake increased by 15% despite an India’s GDP). The allocation of
each one of Thermax’s stakeholders increasing rate environment and signs Rs. 19,744 crore towards the National
as it is their partnership that is at the of a global recession. The domestic Green Hydrogen Mission, and the
core of our achievements. economic policy aligned well with production-linked incentive (PLI)

scheme for 14 sectors to establish dedicated briquetting facilities to sectors like hydrogen and services. across the landscape. Most of our There is an EPC component to these
India as a strong manufacturing base ensure self-sustained operations for Project Sprint is crucial for establishing new business models reflect this projects with considerable site work
have been some welcome moves. the contract tenure with customers a scalable business model. collaborative approach. We have including civil engineering. Our large
Thermax has, directly and indirectly, and has supplied over 2.9 lakh tonnes partnered with EverEnviro and Primove boilers vertical is also part of this
benefitted from these policies.
To foray into the bio-CNG The second internal initiative focusses
for bio-CNG initiatives; and with business. While margins are somewhat
of biomass during the fiscal. on building a performance-based
Also, growth in Thermax’s channel space, Thermax has Australia’s Fortescue Future Industries lower, this business has excellent cash
First Energy Private Limited (FEPL), culture. The employee performance
business is a good benchmark for signed a shareholders’ evaluation methodology has been (FFI) for hydrogen-based projects. flows with negative working capital.
another of our subsidiaries, has
this broad-based revival. The channel
concluded 180 MWp captive
agreement with EverEnviro refreshed with the aim of encouraging There are other similar strategic Green Solutions is a relatively small
business witnessed orders growth in Resource Management Pvt. frequent discussion on goals partnerships too that are in the works. but important new segment to
renewable power projects for some
the high teens with strength across
major industrial consumers in Ltd. (EverEnviro), to establish and on the process of achieving On the research front, we have report, wherein Thermax provides
sectors including food and beverages, such goals. Talent development, collaborated with IIT Delhi and renewable energy and utility solutions
chemicals, cement, steel, edible oils,
Maharashtra, Gujarat and Tamil Nadu. Thermax Bioenergy Solutions
We have also set up a wind-solar especially career acceleration of NCL Pune for coal gasification and on a build-own-operate (BOO) basis.
and textiles. Pvt. Ltd. (TBSPL). The newly
hybrid project for captive users. high potential employees, has also specific application development The customers are primarily industrial
established business is seeing been emphasised. This also involves for resins. During the Coal Ministry’s and contract terms range from 10
The Green Engine Moving ahead, we will continue to
good traction with a surge in
expand our horizons in other states implementing a performance-styled visit to our 6 TPD coal-to-methane to 25 years. This business is upfront
Customers today are desiring enquiries for bio-CNG projects. compensation structure with an plant in Pune, we demonstrated cash-intensive with a long tail of
green solutions like never before. as well and will continue to explore
new products, platforms and services increased variable component. our capabilities in the conversion of relatively secure cash flows.
For Thermax, these range from waste In addition, we are adopting rigorous high-ash Indian coal to methanol – a
(including biomass) to energy to heat to improve its topline. Besides, we Chemical continues as a separate
are also exploring the possibility of talent management practices, first-of-its-kind initiative to convert segment, as before.
recovery to solar and wind hybrid enhanced training modules, and 50% of ash coal into value-added
renewable energy. Also, customers connecting large power projects with I have now spent more than three
the central transmission utility (CTU). Making a Progressive Shift introducing Employee Stock Option chemicals. Moreover, we are working
are requesting zero liquid discharge Plans (ESOPs). with customers in relevant industries years with Thermax. From the
solutions, close to zero (<10 ppm) To foray into the bio-CNG space, Edge Live (ML-based asset Covid-19 driven lows of 2020 to
to create multiple new solutions in
emission plants, advanced effluent Thermax has signed a shareholders’ performance enhancement solution), Growth through the recovery fuelled highs of the
waste-to-energy. Further, to rapidly
treatment, and evaluation of carbon agreement with EverEnviro Resource being launched last year, was a Partnerships past year, it has been a remarkable
enhance our capabilities on the digital
capture technologies. As India and Management Pvt. Ltd. (EverEnviro), major capability enhancement to our journey. Through the operational
In an ever-evolving technology front, we acquired minority stakes in
the world move to decarbonise a company of green growth equity customer portal, Edge. considerations that a turnaround
environment, no company can work ExactSpace and Covacsis.
and clean up their energy systems, fund, India’s largest climate fund, Edge Live has been successfully in isolation. Partnerships across the of this magnitude brings, our focus
companies such as Thermax will to establish Thermax Bioenergy deployed for over 70 customers at 140 ecosystem are crucial to success, New Segment Reporting at Thermax is to build a resilient
have a valuable role to play in this Solutions Pvt. Ltd. (TBSPL). The newly sites, and 4,000 assets. and Thermax is well-positioned to With all these changes being company that can thrive in a rapidly
journey. This means a sense of established business is seeing good be a trusted partner in its customers’ implemented within the Company, changing energy landscape. I am
urgency in everything we do, fostering Four specialised operations centres
traction with a surge in enquiries for energy transition journey. it is an opportune time to recast glad to report that in FY 2022-23, we
numerous partnerships within our have been set up in Pune and
bio-CNG projects. The business is in our reporting segments to reflect made significant progress towards this
ecosystem, and shifting capabilities Chennai, India, which are responsible In many of Thermax’s core markets,
the process of commissioning one our current business management endeavour.
from large specification-driven for the constant monitoring of assets. energy transition is about bridging the
pilot plant in collaboration with TOESL These centres are staffed by subject gap between energy availability and approach. The new segments going As we look ahead, we are steadfast
projects to projects that are bespoke, forward are those of Industrial
along with setting up a bio-CNG plant matter experts who oversee asset energy sustainability. To accomplish in our commitment to achieving our
technology-driven, often smaller in Products, Industrial Infra, Green
for a municipal corporation, and two classes. Acting as a hub for customer this, we are leveraging partnerships own decarbonisation targets and to
scale but distributed in breadth. Solutions and Chemical. The Industrial
other customer projects are under success, the centres work closely with partner with our customers in their
To achieve this shift in capabilities, we execution - all in Northern India. stakeholders to improve the uptime, Products segment encompasses a energy transition journey, reinforcing
have been making several changes All major field stock like rice straw, efficiency, and reliability of assets. range of products related to heating, our dedication to a sustainable and
internally. FY 2022-23 was a year press mud and organic municipal cooling, air pollution control, water greener future.
when many initiatives started to take We are currently undergoing two and wastewater. These products
waste is being utilised to generate
root and, in several cases, bore internal shifts. The first shift involves are sold across diverse industries,
biogas. This business model is an
fruit. This is reflected in our business improving our processes to create often through channel partners and Warmly,
excellent way of achieving resource
advancements. a more agile and digitally-driven Our focus at Thermax is to distributors. The segment necessarily Ashish Bhandari
optimisation, reducing carbon
Thermax. This initiative, called Project requires manufacturing plants and is Managing Director & CEO
With more than a decade of footprint and facilitating circularity.
Sprint, involves partnering with a build a resilient company that
experience and 40+ installations in also service-intensive.
We have observed consistent top-tier consulting firm for 18 months. can thrive in a rapidly changing
India, our subsidiary, Thermax Onsite While we have experienced growth in The second segment is Industrial
traction for our non-recyclable solid energy landscape. I am glad
Energy Services Limited (TOESL), waste (NRSW) boiler and received our revenue and orders this year, our Infra, which includes customised
has now ventured into international to report that in FY 2022-23, and bespoke solutions that are often
multiple orders for our vapour headcount growth has been limited.
geographies such as Indonesia and absorption technology and multi-fuel This limitation has had an impact on we made significant progress large in scale and tailored to meet our
Sri Lanka. The business portfolio is fired boiler in the first year of its work-life balance, as indicated by towards this endeavour. customers’ specific requirements.
being further expanded with biomass launch. Additionally, a breakthrough employee surveys, and has contributed
gasification and bio-CNG solutions to higher attrition rates. Moving forward
export waste-to-energy order was
under the build-own-operate model. too, we aim to restrict our headcount
also bagged from an international
Moreover, TOESL has invested in increase specifically in growth
construction engineering company.

OUR BUSINESS MODEL

Capital-wise Inputs Value Creation Process Capital-wise Outputs
FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
Our
Financial Capital (Rs. crore) (Rs. crore) Financial Capital
Current Assets 6,072 4,738
Stakeholders
Total Revenue (Rs. crore) 8,090 6,128
Order Booking 8,788 9,410 Profit After Tax (Rs. crore) 451 312
Net Worth 3,868 3,492
Operating Cash Flow (Rs. crore) 460 325
Net Block of Assets 1,682 1,239
Operational EBITDA (Rs. crore) 643 456
Borrowings 811 355 Vision Values Ethos
Earnings Per Share (Rs.) 39.98 27.73
Manufactured Capital
Remuneration Including Retirement Benefits to Employees 954 813
Manufacturing Plants 14 14
(Rs. crore)
Domestic and International Offices 56 56
Contribution to Exchequer (Rs. crore) 376 225
New Solar Project Sites Capacity - Under 27.5 MWp Nil
Open Access Manufactured Capital#
New Project Sites (O&M) 283 261 Key Business Activities Fixed Asset Turnover Ratio 4.78 times 4.89 times
New Capacity Added NA NA Total Power Generation Capacity 867 MW 785 MW
Material Consumed (Rs. crore) 4,625 3,485 Power Generated through Assets Operated 5,189 GWh 4,058 GWh
Human Capital Environment-friendly Vapour Absorption Cooling 1,15,655 NTR 1,15,771 NTR
No. of Internal Safety Inspection Audits 1,407 1,436
Air Treated through Air Pollution Control Systems 96.08 million m3/hour 73.16 million m3/hour
No. of External Safety Audits 9 22 Cooling
Water Treated and Recycled 541 MLD 248.7 MLD
No. of HSE Internal Auditors Certified 18 27 Water
Treatment Heating Solutions – Quantity of Heating Done 4,722 MWTH 4,061 MWTH
No. of Permanent Workmen Deployed 1,051 876 Heating
No. of Permanent Employees of Thermax 3,767 3,758 Total Chemicals Manufactured 37,809 MT 26,022 MT
Group (Including Subsidiaries and Our Strategic Human Capital
Excluding Workmen) Objectives No. of Whistleblower Complaints Resolved 8 received and 9 received and
No. of Contractual Workmen 11,411 13,515* 7 resolved 7 resolved
Power Chemical
SO1, SO2, SO3
No. of Training Man-Hours 5,640 46,226 No. of Anti-Social Harassment Act Complaints Received and Resolved Nil Nil
Total Employee Cost as a % of Revenue 11.8% 13.3% For more details on Regrettable Attrition Rate 12% 11%
Investment in Training and Development 3.53 1.47 Strategic Objectives,
Value Added Per Rupee of Employee Cost (VAPREC) 3.63 3.25
Initiatives (Rs. crore) refer to page 40.
Intellectual Capital Lost Time Injury Frequency Rate (LTIFR) 0.17 0.33
R&D Spend as % of Group Turnover 0.41% 0.51% % of Employees With Tenure in Thermax > 10 Years 21% 36.24%
No. of Employees in R&D Team 71 137 No. of Fatalities among Employees Contractual - 2 Permanent - 1
Utilities
Investment in Technology/Process 19.6 17.7 Evaluating Contractual - 6
Improvement Initiatives (Rs. crore) Intellectual Capital
the Impact of
No. of Tie-ups with External Research New tie-up: 2 New tie-up: 1 No. of Patents Applied and Granted Applied - 6 Applied - 11
Firms/Start-ups Continued: 1 Continued: 1
Materiality
Total Granted - 10 Total Granted - 14
Social and Relationship Capital Issues
No. of Trademarks Registered Applied - 21 Applied - 9
Total CSR Spend (Rs. crore) 6.86 7.54 For more details Registered - 19 Registered - 6
No. of Suppliers Trained on Sustainability 146 70 on Material Matters, No. of Customer Processes/Internal Processes Digitalised 15 12
No. of Dealers 131 154 Raw Desired refer to page 101. No. of Equipment with Remote Monitoring Functionality 4,328 401
No. of Green Channel Vendors 266 243 Material Product
Social & Relationship Capital
No. of MSME Suppliers 2,905 2,447
No. of Families Directly Benefitted through CSR 8,979 8,070
No. of Customer Engagements including 154 109
No. of Student Beneficiaries of The School Project 4,108 3,150
Events, Seminars, Expos and Webinars
Waste Corporate % of Customer Complaints Resolved 98.80% 98.30%
Natural Capital
Governance % of Material Sustainably Sourced 42% 37%
Renewable Energy Consumed 26,747 GJ 15,147 GJ
(7,430 MWh) (4,207 MWh)
and Risk No. of Complaints Related to Unfair Trade Practices, Nil Nil
Non-Renewable Energy Consumed 3,15,661 GJ 3,37,899 GJ Management Irresponsible Advertising or Anti-competitive Behaviour against the
(87,684 MWh) (93,861 MWh) Company
For more details
Water Consumption (Domestic) 8,13,504 m3 8,93,567 m3 No. of Orders through Channel Network 7,351 6,840
on Corporate
Trees Planted (Saplings) 6,080 5,957 Governance, Natural Capital
Capex on Carbon Footprint Reduction 4.10 1.39 refer to page 71. Carbon Emission Reduction (tCO2e) 5,665 2,362
Related Projects (Rs. crore)
Air Wastewater Hazardous Waste
Energy Saved (through Energy Conservation and Efficiency Improvement 19,424 GJ 20,551 GJ
Pollution Treatment Waste to Energy For more details on Projects Implemented at Thermax Facilities)
No. of Zero Liquid Discharge Installations 7 7 (5,396 MWh) (5,709 MWh)
Risk Management,
within Thermax Facilities Control Treatment Generation Water Reused and Recycled (Domestic) 2,49,510 m3 2,24,488 m3
refer to page 53.
Rainwater Harvesting Capacity (Domestic) 42,928 m3 41,625 m3 Rainwater Harvested 25,490 m 3
20,284 m3
*Excludes contractual workmen from FEPL #

Pertaining to customers

BOARD OF DIRECTORS
Meher Pudumjee Ashish Bhandari Rajani Kesari Dr. Ravi Gopinath

Chairperson Managing Director and CEO Independent Director Independent Director
Appointed on January 15, 2001 Appointed on June 18, 2020 Appointed on November 14, 2018 Appointed on November 10, 2021
C M M M M M M M C
Pheroz Pudumjee Harsh Mariwala Dr. S. B. (Ravi) Pandit

Non-Executive Director Independent Director Independent Director
Appointed on January 15, 2001 Appointed on November 10, 2016 Appointed on May 30, 2017
C M M M C M M M M
Dr. Jairam Varadaraj Tenure of the Directors Board Composition Board Committees
Independent Director
Appointed on January 31, 2003 4
M M M M 6 3
5
< 3 years
Independent Directors 3
3 to 5 years 4
> 5 years 6
1 Audit Committee
Executive Director Stakeholder Relationship Committee
Nomination & Remuneration Committee
Nawshir Mirza
2 Corporate Social Responsibility (CSR) Committee
Independent Director Non-Executive, Non-Independent Risk Management Committee
Appointed on May 3, 2011
Director Strategic Business Development Committee
C C M 2 7
Female Male C Chairman
M Member
Directors Directors
Note: The profiles of the Board of Directors have been placed in an alphabetical order.

MANAGEMENT EXECUTIVE COUNCIL CORPORATE INFORMATION
Board of Directors Corporate Office 7. First Energy 6 Private Limited

Meher Pudumjee Thermax House 8. First Energy 7 Private Limited
Ashish Bhandari
Chairperson 14, Mumbai-Pune Road, Wakdewadi, 9. First Energy TN 1 Private Limited
Managing Director and CEO 10. Jalansar Wind Energy Private Limited
Pheroz Pudumjee Pune - 411 003
11. Kanakal Wind Energy Private Limited
Non-Executive Director Ph.: 020-66051200/66051202
12. Thermax Babcock & Wilcox Energy
Ashish Bhandari Website: www.thermaxglobal.com
Solutions Limited
Managing Director & CEO 13. Thermax Bioenergy Solutions Private
Registrar & Share Transfer Agent Limited
Independent Directors KFIN Technologies Ltd. 14. Thermax Cooling Solutions Limited
Harsh Mariwala Selenium Building, Tower-B, 15. Thermax Engineering Construction
Amit Sethi B.C. Mahesh
Dr. Jairam Varadaraj Plot No. 31 & 32, Financial District, Company Limited
Executive Vice President Executive Vice President
and Chief Digital and and BU Head - Industrial Nawshir Mirza Nanakramguda, Serilingampally, 16. Thermax Instrumentation Limited
Information Officer Products Rajani Kesari Hyderabad, Rangareddy, Telangana, 17. Thermax Onsite Energy Solutions
Dr. Ravi Gopinath India - 500 032 Limited
Dr. S.B. (Ravi) Pandit WhatsApp Number: (91) 910 009 4099
KPRISM (Mobile Application): Overseas
Executive Council https://kprism.kfintech.com/ 1. Boilerworks A/S, Denmark
Tel: 040-67162222 / 79611000 2. Danstoker A/S, Denmark
Ashish Bhandari
Dinesh Mandhana Hemant Mohgaonkar Toll free:1800 309 4001 3. Danstoker Poland Spółka Z
Amit Sethi
Executive Vice President Executive Vice President
E-mail: einward.ris@kfintech.com Ograniczona Odpowiedzialnoscia
B.C. Mahesh
and BU Head - Chemical and BU Head - New Energy 4. Ejendomsanpartsselskabet Industrivej
Dinesh Mandhana Website: www.kfintech.com
Nord 13, Denmark
Hemant Mohgaonkar
5. PT Thermax International, Indonesia
Jasmeet Bhatia Bankers
6. Rifox – Hans Richter GmbH
Kirtiraj Jilkar 1. Union Bank of India Spezialarmaturen, Germany
Dr. Mahesh Murthy 2. Bank of Baroda 7. Thermax (Thailand) Limited
Pravin Karve 3. Citibank N.A. 8. Thermax Denmark ApS
Rajendran Arunachalam 4. ICICI Bank Ltd.
Jasmeet Bhatia Kirtiraj Jilkar 9. Thermax do Brasil Energia
Executive Vice President Executive Vice President Shekhar Kashalikar 5. Kotak Mahindra Bank Ltd. Equipamentos Ltda., Brazil
and Chief Human and BU Head - Projects & 6. Hongkong and Shanghai Banking 10. Thermax Energy & Environment Lanka
Resources Officer Energy Solutions Key Managerial Personnel Corporation Ltd. (Private) Limited, Sri Lanka
Ashish Bhandari 7. Axis Bank Ltd. 11. Thermax Energy and Environment
Managing Director & CEO Philippines Corporation
Rajendran Arunachalam Auditors 12. Thermax Engineering Construction
EVP and Group CFO SRBC & Co. LLP FZE, Nigeria
Janhavi Khele Chartered Accountants 13. Thermax Engineering Singapore Pte.
Dr. Mahesh Murthy Pravin Karve
Executive Vice President President - TBWES and P&ES Company Secretary & Compliance Officer Ground Floor, Panchshil Tech Park, Ltd.
and Chief Technology Yerawada, Pune - 411 006 14. Thermax Europe Limited, U.K.
Officer
Registered Office ICAI Firm Reg. No. 324982E/E300003 15. Thermax Inc., U.S.A
16. Thermax International Limited,
D-13, M.I.D.C Industrial Area,
Subsidiaries Mauritius
R.D. Aga Road, Chinchwad,
Domestic 17. Thermax International Tanzania Limited
Pune - 411 019
1. EnerNxt Private Limited 18. Thermax Netherlands B.V.
Ph.: 020-66122100/66155000 19. Thermax Nigeria Limited
2. First Energy Private Limited
Rajendran Arunachalam Shekhar Kashalikar
Fax: 020-66122142 20. Thermax SDN. BHD., Malaysia
3. First Energy 2 Private Limited
Executive Vice President Executive Vice President Corporate Identity No. 4. First Energy 3 Private Limited
and Group Chief Financial and Chief Executive Officer L29299PN1980PLC022787
Officer - TBWES
Note: The profiles of the Executive Council have been placed in an alphabetical order.

MANAGEMENT DISCUSSION AND 2. Industry Overview

Refinery & petrochemicals, food & beverages, metal/steel, sugar/distillery, power and chemicals are the top sectors that
ANALYSIS (MDA) contributed to Thermax’s order book during the year. However, the orders received from power and chemical industries
have declined compared to the previous year due to increase in commodity prices.
1. Economic Overview World Economic Output (%)

Order Booking by Industry
Global Economy Percentage Growth
3.4 2.7 4.0 2.8 1.3 3.9 3.0 1.4 4.2
Real global gross domestic product FY 2020-21 FY 2021-22 FY 2022-23
(GDP) grew by 3.4% in 2022, as
estimated by the International Refinery & Petrochemicals 16% 12% 15%
Monetary Fund (IMF). The world
witnessed a major geopolitical Food & Beverages 8% 7% 15%
conflict in early 2022 which prolonged
economic recovery, followed by supply Metals/Steel 10% 8% 13%
chain disruptions, rise in commodity
prices and surge in inflation in Sugar/Distillery 3% 6% 9%
most economies. The tightening of
Power 5% 18% 8%
financial conditions across the world 2022E 2023E 2024E
took its toll on economic activity,
Chemical 10% 14% 8%
while financial markets remained World Output Advanced Economies
volatile. Central banks, led by the US Emerging Market and Developing Economies
Federal Reserve, responded with E - Estimate
a synchronised policy rate action. Indian Economy long-term decarbonisation. For the 3. Company Overview
As the global economy continues to global fight against climate change, Incorporated in 1966 as Wanson India, Thermax Group is a Rs. 8,090 crore company headquartered in Pune, India. It has
India’s GDP in FY 2022-23 was
face headwinds and due to a tighter it is implementing a phased transition grown into a leading conglomerate in the energy and environment space, strategically spreading its operations to markets
7.2%, against 9.1% in the earlier
monetary policy, the International to cleaner fuels to achieve net zero worldwide and catering to a gamut of industries. The Company offers integrated solutions in heating, cooling, power
fiscal year, outpacing major
Monetary Fund (IMF) has forecasted emissions by 2070. Renewable energy generation, water treatment and recycling, air pollution control and chemicals, with an emphasis on ensuring clean air,
economies. The growth was driven by
global GDP growth at 2.8% in 2023, is growing at a faster rate in India clean energy and clean water.
broad-based investment in domestic
before rebounding to 3% in 2024. than any other major economy, with
drivers such as private consumption,
It also predicts global inflation to new capacity additions on track. As a As a one-stop utility solutions provider, Thermax extends comprehensive operations and maintenance support allied
public consumption and investments.
reduce to 6.6% in 2023 and 4.3% in leading Company providing energy to each of its business verticals as well as a multitude of several specialised services, including retrofitting, revamping,
India remains the world’s fifth-largest
2024, significantly lower than 8.8% in and environment solutions, Thermax upgrading, and auditing. Additionally, the Company has also expanded its services portfolio by introducing digital solutions
economy, underpinned by strong
2022. With the shift to clean energy is well-positioned to be a partner in catering to all asset lifecycle needs on a real-time basis for a diverse range of its products.
investment activity bolstered by the
accelerating, global investment the energy transition journey of its
government’s capex push and buoyant
in clean energy technologies is customers as well as contribute to the
private consumption.
significantly outpacing spending on sustainability of our planet.
fossil fuels. The economy is expected to be at Key Segments
5.9% in FY 2023-24, based on IMF’s IMF’s Projection on India’s
As COP27 conference urged estimates, citing lower consumption Economic Growth (%)
world leaders to move faster in growth and challenging external
facilitating energy transitions, U.N. conditions. IMF has projected that
Secretary General Antonio Guterres India will be the fastest growing 9.1
described the situation as ‘Code economy in the world, despite
Red for Humanity’, and a death knell considerable challenges such as 7.2
for coal and fossil fuels, before they inflationary pressures, effects of the
destroy the planet. As the world 5.9
Russia-Ukraine war and the persistent Industrial Products Industrial Infra Green Solutions Chemical
is certain to face further climate impact of Covid-19 over the past three
disruptions for decades, immediate, years. For more details, refer to the Core Business Segments on page 08.
rapid and large-scale action is a must
to reduce greenhouse gas emissions With its sheer size and huge scope for
and bring global warming under growth, India’s energy demand is set
control. to grow. At COP27, it laid the plan for 2022 2023 2024

4. Performance Snapshot Geographical Revenue Generation (Rs. crore) Industrial Products

The overall revenue of Thermax Group
for 2022-23 was up 32% compared to Overview the future, the Company’s Water and waste-to-energy solutions cater to
28% in the earlier year. The share of 8,090 The Company’s Industrial Products Waste Solutions (WWS) business growing market demand
2,041 segment comprises its largest assists industrial and commercial
international business in total revenue Continued focus on digitalisation
portfolio. establishments with products and
was 25% as compared to 26% in the 25% and remote monitoring of
6,128 services to reuse and recycle water
previous year. equipment
1,621
Under Clean Energy, this segment and treat sewage and effluents.
6,049 Modularisation of new products
4,791 26% supplies packaged boilers and fired It also provides seawater desalination
The consolidated order booking for
1,673 heaters, besides turnkey solutions solutions, reducing freshwater Focus on urban and commercial
the year stood at Rs. 8,788 crore, 4,507
35%
for process heating, through a range consumption and contributing to segments to offer sewage recycling
compared with Rs. 9,410 crore in
of heating media, such as steam, water conservation. Till date, the WWS solutions with newer, compact
the last fiscal year of FY 2021-22. 3,118 thermic fluid, hot water and hot products based on membrane
business has completed more than
The previous year’s order book air. Furthermore, it also provides bioreactor (MBR) and sequential
27,000 standard installations and 600
included two major orders from the biomass-fired equipment for the batch reactor (SBR) technologies
industrial large-scale installations.
Industrial Infra segment - one for combustion of green fuels, including Emphasis on zero liquid discharge
a sulphur recovery block system agricultural waste and industrial (ZLD) systems with advanced
worth Rs. 1,176 crore and flue gas process waste, as well as heat Our Growth Drivers multi-effect evaporator (MEE) and
desulphurisation (FGD) systems worth FY 2020-21 FY 2021-22 FY 2022-23 recovery solutions for clean energy mechanical vapour recompression
Rs. 546 crore, resulting in a higher production. It is complimented by (MVR) technologies developed
Emphasis on clean energy driving
order book. Revenue within India Revenue Overseas Total Revenue steam engineering products and in-house
a shift in energy mix, creating
accessories. Development of new air pollution
opportunities for greenfield projects
The international business accounted control technologies to manage
and brownfield replacements
for 23.5% of total order booking, For more details, refer to notes 21, 22 of the Consolidated Profit & Loss Account on page 153. In order to provide environment-friendly diverse versions of gaseous
with international orders standing cooling and heating products and Growth in industries like food,
pollutants and enable agro-based
services to industries and commercial pharma, chemicals, cement,
at Rs. 2,064 crore, up 9.9% from fuel combustion
complexes, it uses energy-efficient and steel, given the encouraging
Rs. 1,878 crore. Product development for near zero
policies and macro-economic
vapour absorption machines and
factors emission guarantee (<5 mg/Nm3)
process cooling equipment.
A key impetus on local Retrofitting and upgradation of old
Under Clean Air, Thermax provides manufacturing by the government industrial plants with industrial air
5. Business Segments of achievement of the goals on rapid to disclose the new energy solutions
air pollution control systems for both under the ‘Make in India’ initiative pollution control solutions to meet
financialisation, clean energy transition businesses such as Thermax Onsite
the Company particulate and gaseous exhaust. Insufficient clean water in India
stringent regulatory norms of the
and the digital revolution. Energy Solutions Limited (TOESL) government
Energy and economic development go It offers broad-based, single-source
and First Energy Private Limited Stringent regulatory norms for water
hand in hand, forming the foundation In FY 2022-23, Thermax has taken expertise and flange-to-flange Need to strengthen presence in the
(FEPL), under the build-own-operate and effluent treatment
of growth, progress and sound solutions in all areas of environment overseas markets
a strategic decision to realign the model for industrial energy and utility.
economic development. As India aims protection – from products and Market demand for modularised/
disclosure related to Ind AS 108 The reclassification of businesses plug-and-play water and
to transform into a leading and one of systems for air pollution control
‘Operating Segment’, formerly Energy, under each segment is based on wastewater treatment products
the fastest growing global economies, (APC) to retrofit and rebuild services. Key Risks
Environment, and Chemical, into four several factors, including the nature
while fulfilling its carbon commitments, Tie-ups with technology majors and Increased investment by cement
distinct categories: Industrial Products, of the business offering, customer
it will have to shift from fossil-based extensive work with diverse industry and steel industries for new and Impact of commodity price increase
Industrial Infra, Green Solutions base, capital employed, and risk, to existing projects
energy production to cleaner fuels to sectors facilitate the Company in
and Chemical. This is to align the name a few. This strategic step aligns Disruption in global supply chain
maintain growth. A recent report by taking up turnkey environment-related Global enforcement of air pollution
disclosures in line with the allocation with Thermax’s future priorities and projects from concept to Dependency on single source
Deutsche Bank stated that the Indian emission norms
of resources and assessment the changing energy and environment commissioning. The APC business has vendors for critical products
economy is set to double its current of business performance by the requirements to provide sustainable successfully completed over 27,000 Change in government policy
annual GDP of close to USD 3.5 tn Managing Director and CEO. This aims solutions for a better tomorrow. installations up to FY 2022-23 across Our Key Focus Areas affects the demand for our
to USD 7 tn by 2030, based on the
a wide range of industries. customers’ products
Strengthening the green portfolio
Impact of energy transition on
In line with our brand promise of certain product offerings
with waste heat recovery and
conserving resources and preserving

The MDA covers significant subsidiaries impacting segmental performance. The following subsidiaries are part of the
Business The subsidiary registered 83.3% (19%) growth in revenue and 61.7% (3%) growth in order booking,
Industrial Products segment. For detailed information on each subsidiary, please refer to AOC-1 on page 244.
performance* with the highest order book achieved for products and services. This growth can be attributed to
strengthening of the team personnel and ensuring improved coordination with the front-end. Another key
Danstoker Group
reason has been the fuel shift to biomass and an increased focus on efficiency, owing to an increase in
Based in Herning, Denmark
fuel prices.
Key solutions Solid fuel-fired (biofuels) boiler Waste heat recovery boiler
Key Agriculture & Allied Paper & Packaging Textiles
provided Electric boiler Oil/gas-fired boiler industries Chemicals Petrochemicals Tobacco
Sustainable To expand the business with waste biomass as a fuel which is expected to experience huge demand in Food & Beverages Pharmaceuticals
growth plan Europe in the years ahead. The growing demand is a consequence of Europe’s plan to be independent
Palm Oil Rubber
of Russian gas supply
To leverage the growing demand in Europe for biomass boilers and electric boilers Geographical Indonesia
footprint South-East Asia
Business The subsidiary’s revenue grew by 25.1% in FY 2022-23 (FY 2021-22 saw a degrowth of 7%), while the
performance* order booking grew by 52.7% (FY 2021-22 saw a degrowth of 2%). The revenue from the overseas Highlights Received an order from an American multinational tobacco company. This marks several significant
business has increased owing to high activity in the biomass/waste market. A growth ranging between firsts: first order for an Ultrapac reciprocating grate boiler in Indonesia, first project with this customer
50% and 70% is projected in the segment. globally, and first turnkey project outside TOESL
Key Automotive District Heating Received an order from a global lubricant supplier in Indonesia backed by continued association with
industries Breweries Food & Beverages the customer in India
Crematories Pharmaceuticals First breakthrough order from one of the largest food & beverage companies in Indonesia
Dairies Wood * The figures mentioned in () are for FY 2021-22.
Geographical Denmark Baltic countries
Thermax Europe
footprint Poland Western Europe (France, Germany, Netherlands,
Based in Bletchley, United Kingdom
Norway, Sweden, Finland and Belgium)
Key solutions Installs absorption chillers and heat pumps with a capacity of 35 kW to 12,000 kW
Highlights Received a contract for two large waste-fired boilers in Norway, leading to a breakthrough in this provided Facilitates chillers and heat pumps driven by hot water, steam, oil & gas and waste energy, making
technology
them more energy-efficient, innovative and sustainable
* The figures mentioned in () are for FY 2021-22.
Leverages technology for cooling commercial establishments and industrial processes, and other
district heating applications
PT Thermax International, Indonesia (PT TII) Sustainable To focus on the industrial waste heat recovery absorption chiller and heaters for various applications
Based in Jakarta, Indonesia growth plan
Key solutions Offers process heating equipment such as steam boilers, hot water and hot air generators, thermic Business Registered higher year-on-year performance in line with expectations. During the year, order booking
provided fluid heaters and thermosyphon performance* was 23.8% (27%) lower than the previous year owing to continuously changing economic conditions and
Emerges as a one-stop solution for process plants with heating product ranging from steam generation shortage of fuels in Europe, affecting the inflow of new contracts. However, the revenue increased by
(boilers) to condensate recovery systems (steam accessories), along with fuel and ash handling 9.4% (-16%).
systems Key District Heating
Complements the heating portfolio with air pollution control equipment, steam engineering and industries Power
services
Geographical United Kingdom Italy
Sustainable To streamline local manufacturing facilities and increase the capacity utilisation footprint Denmark Poland
growth plan To penetrate the market with aggressive selling and marketing activities and with competitive products Germany Scandinavia
and pricing
Highlights The chiller business continued to be driven by the on-site power generation market in Italy, Germany,
To strengthen the services business by revamping and retrofitting boilers, heaters and air pollution Spain and the United Kingdom
control equipment
The heat pump business was driven by the district heating segment and the commitment made by
To remain focussed on customer service and retention select European countries to reduce dependency on fossil fuels and increase energy efficiency
To develop a network of channel partners & dealers and increase customer reach and visibility Received large heat pump orders from Denmark and Poland; and chiller orders received from a large
To conduct marketing campaigns on sustainability, enabling fuel shift from fossil fuels to green confectionery company in the United Kingdom
biomass fuels Exceeded performance expectations in the service & spare parts business owing to large orders
received for spare parts

Performance of Industrial The higher revenue can be attributed Financial Performance –

Success Story Products Segment in to the favourable momentum in the Industrial Products Segment
This innovative project enhanced FY 2022-23 Indian economy, increasing demand (Rs. crore)
the efficiency of heat generation In FY 2022-23, the Industrial Products for green energy, and a strong
from waste at MVB’s waste recycling segment accounted for 40.2% (40.8% emphasis on the development of 3,338
plant. This efficient use of waste in FY 2021-22) of the Group’s gross sustainable products and services. 2,576
heat contributed to Hamburg’s operating revenue.
climate neutrality journey by way of *Note: Segment profit – Profit before 8.2
interest, tax, and other unallocable income, 7.0
decarbonisation of district heating The operating revenue (net) net of unallocable expenditure.
and helped save 1,04,000 tonnes of stood at Rs. 3,338 crore
CO2 annually. MVB has thus emerged (Rs. 2,576 crore), while segment
as one of the significant suppliers of profit* was Rs. 274 crore
182 274
climate-friendly energy for the region (Rs. 182 crore) for the same period.
without using additional fuel. In FY 2022-23, order booking FY 2021-22 FY 2022-23
The infrastructure will feed an was Rs. 4,172 crore, up from Profit Profit
additional 3,50,000 MWh/a of heat Rs. 2,891 crore in the previous year. Margin (%)
Revenue
into the performance network of
Hamburger Energiewerke, and assist
Industrial Infra
in supplying climate-neutral energy
and meeting the heat requirements
Overview Additionally, P&ES includes the
of 35,000 more households from the Our Key Focus Areas
Optimising resource utilisation has installation of sulphur recovery block
waste recycling process.
Thermax Caters to the District Heating Needs of Hamburg, Germany always been an integral part of Thermax’s on EPC basis. It also offers flue gas
As part of its waste to energy project, a district heating plant in This unique nationwide project DNA. The new segment – Industrial Infra desulphurisation (FGD) systems for
To diversify EPC offering into
Borsigstraße, Hamburg, Germany, Müllverwertung Borsigstraße (MVB), comprising the heat pumps has been covers our Projects and Energy Solutions fossil fuel-based power plants, which international markets,
required heat pumps to meet the district heating needs and ensure its awarded the German Renewables (P&ES) and Thermax Babcock & Wilcox aid in capturing SOx (sulphur oxides) unconventional fuels and renewable
stable and secure supply, especially during market price fluctuations Award 2021. To watch the video, click Energy Solutions (TBWES) businesses. emissions. energy
witnessed by fossil fuels. For the same, Thermax supplied three here: https://www.youtube.com/
To strengthen our green portfolio
single-effect steam-fired heat pumps. watch?v=NwjwULu_sMU/ P&ES offers captive power plants, TBWES, a wholly owned subsidiary, with waste heat recovery and
cogeneration systems, waste provides steam generation for process waste-to-energy solutions and to
heat recovery power plants and and power needs, as well as waste cater to growing market demand
Thermax Inc., USA independent power plants in the utility heat recovery solutions. It also retrofits
To continue making investments
Based in Houston, Texas, United States space on EPC basis. boilers and process furnaces. in value-added service offerings,
Key solutions Sale of absorption chillers and heat pumps such as Industrial Internet of Things
For more details on the subsidiary,
provided The business provides captive and refer to page 32. (IIoT) solutions, remote assistance
independent power plants operating technology and automation
Sustainable To focus on promoting absorption heat pumps in the United States, with markets inclined towards heat on a variety of renewable fuels. It also Modularisation
growth plan pumps and hybrid chillers Our Growth Drivers
offers equipment and solutions based
Need to strengthen presence in the
Business Despite stiff competition, the Cooling business has maintained a consistent performance at par with on conventional fuels (solid, liquid and overseas markets

Emphasis on clean energy driving
performance last year in terms of order booking as a holistic service provider. Markets have shown an inclination gaseous).
shift in the energy mix, creating
towards heat pumps/hybrid chillers, giving us a good opportunity to promote our absorption heat opportunities for greenfield projects
Cogeneration is a system that produces Key Risks
pumps across the USA and brownfield replacements
heat and electricity in a single plant
Key Commercial Paper powered by a single energy source.
Increasing demand for EPC, For our EPC business, availability of
industries Electronics Urban renewable energy, waste-to-energy, skilled manpower is a challenge
This drives savings in cost as well as
waste heat recovery plants and Coal-based power projects are on
Food & Beverages resources for customers. Waste heat
biofuels with focus on sustainability the decline
recovery power plants use waste
Geographical North America and energy-efficient solutions Recession outside India is affecting
heat from various processes in large
footprint
Government mandate to power our export business
industries such as steel and cement
and convert these to power, thereby companies to install FGD systems Execution risk on large projects
Highlights Received new orders from the hospitality sector
within a stipulated timeframe to
Good traction continued in orders from Puerto Rico and Mexican regions reducing consumption of fossil fuels.
mitigate SOx emissions

The MDA covers significant subsidiaries impacting segmental performance. The following subsidiaries are part of the
Industrial Infra segment. For detailed information on each subsidiary, please refer to AOC-1 on page 244.
Success Story
Thermax Babcock & Wilcox Energy Solutions Limited (TBWES) Thermax Delivers One of the such as assembling five convection modules with a super heater on the base
Largest Assembled Flue Gas frame with tube expansion, a massive bolted structure with approximately
Based in Pune, Maharashtra, India Coolers to a Mexican Customer 14,000 bolts, about 3,600-inch diameter welding, and stringent inspection
on Schedule requirements.
Key solutions Offers equipment and solutions for generating steam for process and power through the combustion
One of the largest assembled flue However, the collaborative efforts of the team helped overcome these
provided of various solid, liquid and gaseous fuels and through heat recovery from turbine/engine exhaust and
gas coolers was timely delivered challenges successfully.
(waste) heat recovery from industrial processes
to a Mexican customer due to
Offers heaters for various applications in chemical, petrochemical and refinery segments the enhanced modularisation Thermax booked a break bulk vessel one year in advance from the proposed
capabilities of TBWES. This saved shipment plan to optimise the cost of shipping. The transportation of these
The Services arm offers spares, plant services and performance improvement projects for boilers and
considerable construction time at the modules was carried out through self-propelled modular transport (SPMT)
heaters
site. The overall structure of the flue from the Mundra manufacturing facility to the port. Thermax also selected a
gas cooler was massive, weighing faster vessel with a ‘last in-first out’ basis, enabling 36 days of transit instead
Sustainable To expand its green portfolio in conjunction with the trend towards clean energy, TBWES has formed of the regular 55 days.
approximately 1,600 tonnes in total,
growth plan strategic partnerships and developed newer technologies focussed on waste to energy, municipal
and hence was supplied in two With the excellent planning, execution, and teamwork, Thermax successfully
solid waste (MSW) incineration and waste heat recovery
modules that were assembled at delivered the flue gas cooler to the customer in Mexico on the agreed schedule.
To develop and deploy multiple green energy solutions and continue to focus on plant improvement the Mundra manufacturing facility. This success is a testament to Thermax’s expertise in providing innovative and
projects that increase capacity, reliability, emissions performance, useful lives and the efficiency of The project faced several challenges, efficient solutions to complex challenges in the energy and environment sector.
existing plants
Business Achieved 15.7% (64%) growth in order booking and 31.6% (31%) growth in revenue, in comparison with
performance* its performance in the previous year. TBWES received orders from the Indian oil refining sector, which
continued capacity and value addition projects.
It also received orders for waste heat recovery projects from the cement and steel sectors as Indian
manufacturing companies invested in energy efficiency improvement.
Key Cement Non-Ferrous Metals Refinery

industries Chemicals Paper Steel
Distillery Petrochemicals Sugar
Fertilisers Power Textiles
Geographical Asia Africa

footprint South-East Asia Latin America
Middle East Europe
Highlights Received an EPC order for the design, manufacture, supply, erection and commissioning of
2 x 260 TPH utility boilers for a major refinery and petrochemicals complex
Received an order for the design, manufacture and supply of 4 x 125 TPH waste heat recovery boilers
on the largest sponge iron kiln block
Received an EPC order for the design, manufacture, supply, erection and commissioning of five fired
heaters for a major refinery in eastern India

Thermax Bioenergy Solutions Private Limited (TBSPL) Green Solutions

Based in Pune, Maharashtra, India
Overview carbon footprint and improved
Key solutions Offers solutions to generate bio-CNG (compressed biogas) from wastes like biomass, agricultural Our Key Focus Areas
Energy transition is a continuous sustainability.
provided waste, municipal solid waste and food processing waste
commitment that requires a reliable
Ensures availability of clean and sustainable energy, while contributing to a circular economy partner. With India’s focus on To continue the momentum in
Our Growth Drivers
renewable energy and hydrogen, opex-based renewable energy
Sustainable To expand manufacturing and geographical footprint by deepening the business presence in domestic Green Solutions is set to take solutions, including in international
markets and extending solutions in select international markets Energy transition and action on markets
growth plan centre stage in the years ahead.
climate change are key priorities of
To engage in strategic partnerships and promote sustainable energy, offering a one-stop solution for Thermax stands as a partner for Enter into business development
governments globally; the Indian
bio-CNG and contributing to a circular economy customers seeking a comprehensive partnerships with industry
Government’s target is to reduce
energy solutions provider who will associations, OEMs, process
To generate employment opportunities for the local communities carbon emissions intensity by 45%
diligently address their energy needs. licensors and consultants in key
by 2030
The Green Solutions segment includes markets
Business NA
Thermax Onsite Energy Solutions Gradual shift from capex to
performance (The entity started operations during the year under review) To diversify into other green
Limited (TOESL) which provides green opex-based models avenues such as biomass
utilities such as steam, heat, treated
Oil & gas gasification
Key water, chilled water, and cogeneration Government’s push for energy
industries Transportation power, along with other utilities on a security in India; favourable policies Key Risks
long-term basis (build-own-operate and key incentives announced in
Geographical Punjab Gujarat model). the Union Budget Dependency on government
footprint Uttar Pradesh Parts of Delhi In addition, Thermax has expanded its policies/cash starved state utilities
offerings in the renewable space on Shift from coal to biomass and
High dependency on biomass
Highlights Setting up a bio-CNG plant for a municipal corporation in North India an EPC basis, constructing solar, wind other agro-based fuels
waste
Projects under-execution in Punjab, Uttar Pradesh and Gujarat and hybrid farms (and storage) based
on the opex/BOO model, through its International markets with low price
subsidiary First Energy Private Limited competition from local players
(FEPL). It positions Thermax as an
energy manager, offering customised
The decline in order booking during major orders - two worth off-grid solutions, helping the
Performance of Industrial Infra
Rs. 1,376 crore from the FGD business, customers go from ‘behind the meter’
Segment in FY 2022-23 the current year can be attributed
and one worth Rs. 1,176 crore secured to ‘beyond the meter’ in the long run.
In FY 2022-23, the Industrial Infra to the absence of significant large
orders, unlike last year, which saw for a sulphur recovery block. Thermax recently entered into a
segment accounted for 47.3%
partnership for green hydrogen
(47.3% in FY 2021-22) of the Group’s
projects for commercial and industrial
gross operating revenue.
Financial Highlights – Industrial Infra Segment (Rs. crore) customers in India. The production
of green hydrogen at an industrial
The operating revenue (net) stood
scale would be a major step forward
at Rs. 3,928 crore (Rs. 2,988 crore),
in decarbonising hard-to-abate
while segment profit was Rs. 217 crore
industries such as refineries, fertilisers
(Rs. 131 crore) for the same period.
3,928 and steel.
The growth in revenue is attributed to
the improved order balance, primarily Thermax’s integrated Energy
2,988
driven by orders received in the Management Solutions offer
previous year for Projects and Energy 5.5
guaranteed energy savings to
Solutions, TBWES, and flue gas 4.4 our customers across sectors,
Profit Margin (%) including cement, steel, paper etc.
desulphurisation solutions.
Equipped with a cutting-edge digital
Profit
In FY 2022-23, order booking solution, the offerings help customers
131 217 Revenue with higher energy efficiency, reduced
was Rs. 3,779 crore, down from A glimpse of FEPL’s wind-solar hybrid project in Gujarat
Rs. 5,820 crore in the previous year. FY 2021-22 FY 2022-23

The MDA covers significant subsidiaries impacting segmental performance. The following subsidiaries are part of the Green
Solutions segment. For detailed information on each subsidiary, please refer to AOC-1 on page 244. Success Story
Thermax Onsite Energy Solutions Limited (TOESL) TOESL Secures a Hot Water Supply Project from a Global Safety Solutions Expert
Based in Pune, Maharashtra, India
A global safety solutions expert based in Malaysia approached TOESL to implement a 100% agro-waste biomass fuel-fired
hot water generator for its greenfield project in Tamil Nadu, India. Despite the customer having existing working hot water
Key solutions Supplies utilities such as steam, heat, treated water and cogeneration power through the build-own-
generators from a competitor OEM in Sri Lanka and Thailand, continuous engagement with the customer and visits to
provided operate (BOO) business model TOESL’s project sites instilled their confidence in our solutions and operations, leading to TOESL winning the order.
Invests in the capital, sets up and operates utility plant for the entire lifecycle at the customer’s premise
The project was unique as it was for a new product and application and for the customer’s first plant of glove manufacturing
Undertakes comprehensive operations & maintenance, also handles supply chain management of
in India. The biomass-based hot water generator is highly efficient for 100% biomass-based combustion, resulting in
fuel, spares and consumables significant cost savings for the customer.
Helps customers focus more on core manufacturing processes, rather than owning and running such
With the implementation of this model, the customer shall save approximately Rs. 9.5 crore on committed offtake and
utilities has the potential to save up to Rs. 20 crore with a rise in consumption. Additionally, it enables the customer to achieve an
estimated CO2 reduction of over 17,000 tonnes annually against furnace oil. A dedicated biomass fuel supply chain was
developed, ensuring consistent quantity and quality at the right price.
Sustainable TOESL aims to offer 100% green solutions and to help its customers reduce their carbon footprint by
growth plan replacing fossil fuel consumption. To date, it has enabled customers to reduce nearly 1 million tonnes
of CO2 equivalent
First Energy Private Limited (FEPL)
To strengthen its current portfolio through backward integration, digitalisation and strategic business Based in Pune, Maharashtra, India
development
Key solutions Understands the unique energy matrix and designs custom-made solutions to suit different industries,

To tap new markets through selective internationalisation by capitalising on its present strengths
provided applications and energy management goals
To diversify the portfolio with a focus on bio-CNG, biomass gasification and water & wastewater
Manages the entire energy corridor – from behind to beyond the meter – assuring dependable and

treatment solutions under the build-own-operate model
reliable round-the-clock (24 x 7 x 365) green power to customers
Business Registered satisfactory performance, with revenue growing by 60.5% (75%) and profits increasing Sustainable To set up renewable captive power plants (solar, wind, hybrid and storage) to tackle renewable power
performance* by 13.8% (22%). During the financial year, biomass fuel prices, a market-driven cost element, have growth plan requirements, providing a sustainable solution for industries and reducing India’s carbon footprint
significantly increased over 58%. However, absolute margins remain intact due to fuel pass-through To explore the option of connecting large power projects with CTU in the future
agreement with customers.
To collaborate with credible partners
Key Chemicals To explore additional revenue sources such as carbon market exchanges
industries Food & Beverages To adopt new technologies and automate business processes
Pharmaceuticals
Textiles Business Registered 27.5 MWp of captive renewable power projects in India in FY 2022-2023, along with
performance 45.8 MW wind-solar hybrid capacity projects nearing commissioning. Additionally, it is also working on
Geographical South Asia (India, Sri Lanka, and Bangladesh)
a 129 MWp solar-wind bundled renewable power project in Tamil Nadu. The projects are expected to be
footprint commissioned in FY 2023-24.
South East Asia (Indonesia, Philippines, Vietnam, Thailand, and Malaysia)

Africa (Kenya, Nigeria, and Ghana) Key All industrial clusters

industries
Highlights Received its maiden order in Sri Lanka for steam supply to a Swiss-based food & beverage company. Geographical Maharashtra

Received two other steam supply orders for two of its plants in India footprint
Gujarat

R
eceived a maiden project for biomass-based hot water generation and supply from a global
Tamil Nadu

manufacturing company for its first and upcoming plant at Erode, Tamil Nadu, India
Highlights Concluded a ~180 MWp captive renewable power project for industrial consumers
Bagged two orders for steam supply from chemical companies
Received another steam supply order from a US-based multinational pharmaceutical company
* The figures mentioned within ( ) are for FY 2021-22.

Performance of Green Financial Highlights – Green Solutions Segment (Rs. crore) Chemical
Solutions Segment in
FY 2022-23 Overview Increasing emphasis and
The Chemical segment manufactures government push towards water Our Key Focus Areas
In FY 2022-23, the Green Solutions
and markets a wide range of recycling in the wake of worldwide
segment accounted for 4.4% (3.4% 363
specialty chemicals to help improve water crisis and severe regulatory To enhance market presence and
in FY 2021-22) of the Group’s gross criteria for water and wastewater
processes and water use efficiency broaden our portfolio of specialty
operating revenue. The operating treatment
across a spectrum of industries. resins, building references for
revenue (net) stood at Rs. 363 crore 217
Thermax is recognised as Asia’s Rise in demand for reverse osmosis specialty applications
(Rs. 217 crore), while segment profit Profit Margin (%) leading manufacturer and exporter of
7.4 (RO), multi-effect evaporator
was Rs. 15 crore (Rs. 16 crore) for the ion exchange resins and is a pioneer To expand our global market
same period. In FY 2022-23, order (MEE) and incinerators to boost presence through a dealer network
Profit in water and wastewater treatment
4.1 water treatment chemicals aiding in and collaborate with industrial
booking was Rs. 195 crore, up from chemicals. It also manufactures
16 15 Revenue zero liquid discharge and effluent licensors and consultants
Rs. 127 crore in the previous year. construction and oil-field chemicals. treatment
An increase in revenue is mainly due
FY 2021-22 FY 2022-23 With these specialty chemicals and To widen the market reach of water
its strong dealer network, it serves Investment in petrochemicals treatment chemicals by focussing
to growth in the TOESL business.
a number of industrial sectors and sector leading to opportunities for on digitalisation and remote
However, segment profits are lower
customers globally. We are equipped monoethylene glycol (MEG) and monitoring of water treatment
due to initial set up costs in FEPL. catalyst resins
with modern research, state-of-the-art products and systems
manufacturing facilities and qualified New demand from infrastructure
Success Story professionals to offer customised To focus on the polyelectrolytes
segments (cement and steel), business
solutions. The USA is an important supported by infrastructure
market for this business. expansion and government policies
To mitigate the risks, the project
Key Risks
team identified another piece of India becoming a reliable
land in Pillur and Kovanur village Our Growth Drivers
manufacturing hub with global
of Sivagangai district, exporting Fluctuation in commodity prices
standards and compliances
power generated at the 110/22 kv Increase in demand for solvent-free Geopolitical situations
Idayamelur substation and targeted and low total organic carbon Increasing government investments
block-wise commissioning of the (TOC) resins for ultrapure water in infrastructure projects, especially
plant to minimise the impact of applications in food, pharma and in power generation
adverse weather conditions. electronics industries
Another challenge during the
The MDA covers significant subsidiaries impacting segmental performance. The following subsidiary is part of the Chemical
construction phase was the Right
segment. For detailed information on the below subsidiary, please refer to AOC-1 on page 244.
of Way (RoW) issue observed
while laying transmission lines. Thermax Inc., USA
Moreover, creating safety Based in Houston, Texas, United States
awareness among local villagers
Key solutions provided Sale of chemicals (ion exchange resins)
and addressing their concerns was
Sustainable To expand into Canada, Mexico, and Latin America markets through our distribution channel
also a major challenge.
growth plan with a focus on mix bed application in the North American market. We are collaborating with a
With the team’s efforts, construction technology partner for our catalyst product line and to develop lithium, PFOS/PFOA removal
and commissioning were completed applications.
in compliance with all statutory Business Thermax Inc. experienced a 29.60% (60%) growth in revenue compared to the previous year
FEPL Successfully Commissions an Open Access Solar PV Plant in requirements. Regular safety
Tamil Nadu, India performance* due to orders from industrial deionisation and mix bed applications, accompanied by a slight
induction and training, toolbox
rise in profitability.
FEPL had undertaken the commissioning of a 16 MWp solar PV power generation talks, and subjective training helped
Key Chemical Electronics Oil & Gas Petrochemicals
plant under open access at Mangudi village of Sivagangai district in Tamil improve awareness, and the team
industries Commercial Food & Beverages Paper Urban
Nadu with the aim of exporting power generated at the 110/22 kv Manamadurai managed to complete the job in
substation of Tamil Nadu Generation and Distribution Corporation Limited >78,000 safe man-hours. Geographical footprint North America
(TANGEDCO). Highlights Received an order for MEG processing from a large petrochemical giant
The solar PV power generation
However, during the mid-execution stage, the identified project land had to be plant has helped meet the region’s Received an order for high-purity resins and mixed bed resins
changed due to a stay from the Supreme Court. This led to a delay in the project energy needs and contributed to a Partnered with the US-based ChemPoint for distribution and sales & marketing of ion
schedule and posed challenges to the execution of the project. reduction in carbon emissions. exchange resins in North America
* The figures mentioned within ( ) are for FY 2021-22.

Success Story Develop and retain Technology leadership

talent through innovation
Thermax Facilitates Maltodextrin Purification Using Tulsion® Resins
One of our customers in India from the food industry was using imported resins for maltodextrin purification but
Strategic
was looking for a domestic manufacturer as a substitute. The customer had unique challenges with various process
parameters, such as colour impurities, natural salt or inorganic impurities, and protein content in starch. The customer Enablers
wanted to ensure that the resin would perform well on colour, pH, conductivity, pressure drop, chemical consumption, and Build a smart and Operational excellence
other parameters without compromising its life. efficient Thermax to deliver high-quality
through a structured and competitively priced
Thermax provided a solution by suggesting its carefully chosen ion exchange resins for maltodextrin purification, digitalisation roadmap solutions to customers
applicable specifically to the food production industry. These resins offered many advantages that met the customer’s
requirements. The maltodextrin syrup was purified using a cationic resin, which has high protein adsorption capacity due
to its dual porosity and assists in the exchange of alkali & alkaline earth metals with hydrogen ions. This was followed by
the usage of a premium grade resin which has higher adsorption of colour-causing impurities, also enabling the exchange
of anionic (mineral acidic) ions. SO1: Increase the Share of Thermax
is exploring the green opportunities to develop, build, and
Green Offerings hydrogen market in partnership with operate green hydrogen projects.
The performance of Tulsion resins with excellent outlet quality as per requirements was highly appreciated by the customer. the Australian company, Fortescue The respective expertise and
Based on achieving the desired results, the customer was convinced to replicate the same solution in other vessels too. All non-fossil fuel-based operations
Future Industries (FFI), by signing capabilities of the two companies
or applications across the business
a memorandum of understanding will be leveraged to create an
Performance of Chemical Financial Highlights – Chemical Segment (Rs. crore) segments are deemed ‘green’
(MoU) for developing a green integrated value chain for the
Segment FY 2022-23 by Thermax. Its commitment to
hydrogen ecosystem in India. production, storage, and utilisation
sustainability and innovation positions
The segment accounted for 8.1% (8.5% in As part of this collaboration, the of green hydrogen.
it as a leader in the global shift
FY 2021-22) of the Group’s gross operating two companies will jointly explore
673 towards a low-carbon and water
revenues in FY 2022-23. The Chemical
business posted an operating revenue 539 positive future. The green offerings
of Rs. 673 crore (Rs. 539 crore in play a critical role in enabling a
FY 2021-22). Segment profit for the year 12.8 sustainable energy transition, while
11.6 also addressing several environmental
stood at Rs. 86 crore, compared to
Profit Margin (%) challenges. During the year, this
Rs. 62 crore in the previous year.
portfolio accounted for 67% of
The revenue increase primarily stems from Profit
total orders.
the export markets, while on the margin 62 86 Revenue
side, the stabilisation of commodity costs
FY 2021-22 FY 2022-23 Engaging in Partnerships to
after September 2022 has led to improved
Support our Strategy:
profit margins.
In
July 2022, Thermax executed
a shareholders’ agreement
6. Performance on Strategy with EverEnviro Resource
Quick Overview of Strategy Management (EverEnviro) for
incorporating Thermax Bioenergy
SO1 Increase the share SO2 Grow products and SO3 Focus on Solutions Private Limited to
of green offerings services portfolio internationalisation execute technology, engineering,
Definition Definition Definition procurement & construction
To provide solutions that lead to clean air, To innovate and develop new To increase the market share in (TEPC) scope for a bio-CNG
clean energy and clean water products and services to reduce select geographies outside India project. Energy generated through
Focus Areas the cyclicality of large orders bio-waste will not only provide
Focus Areas

Build-own-operate (BOO) model for utility Focus Areas International business green energy, but also address
delivery services
Industrial products (heating, Exports challenges related to stubble
New renewable energy solutions cooling, water and waste burning. With this partnership,
Waste to energy solutions solutions and air pollution Thermax moved another step
Water
recycling and zero liquid discharge control) forward in providing sustainable
(ZLD) Chemical portfolio energy solutions and fostering its
Solutions
for particulate and gaseous
Services vision to become a champion in
emissions
Digital solutions energy transition. Ashish Bhandari, MD and CEO, Thermax with Dr. Andrew Forest, Chairman,
Gasification
(coal/biomass to chemical)
Green hydrogen Fortescue Future Industries after signing the partnership

Key Business Updates Supporting the Strategy Business Major Orders Received in FY 2022-23
Business Major Orders Received in FY 2022-23 Segments
Segments
Green Renewable Energy Solutions (First Energy Private Limited)
Industrial Process Heating Solutions For more details, refer to Subsidiaries of the Company on page 37
Products First-of-its-kind biomass fired energy plant with 36 MW capacity, with 100% flue gas recirculation for a
Build-Own-Operate Solutions (TOESL)
new particle board plant, and flexibility to operate in nine load combinations
Successfully executed a large 33 TPH biomass cogeneration plant for an aluminium major in
Large capacity biomass-fired reciprocating grate thermal oil heater (8 Mn kCal/hr) for a major
Karnataka
polyester film manufacturer Commissioned biomass boiler plants for steam supply to a pharmaceutical major, a zero liquid
discharge plant for a steel major, and two solar PV plants for power supply to two chemical companies
Rice straw briquette-fired boiler (25 TPH) for an FMCG major

Developed a biomass fuel supply chain with a total capacity of 1,870 tonnes per day (TPD), of which
Coffee waste-fired boiler (45 TPH) for a coffee manufacturer
870 TPD was supplied to plant sites. The total fuel supplied was over 2.9 lakh tonnes.
Absorption Cooling and Heating

4 x 1000 TR hot water absorption chillers commissioned for a synthetic textile manufacturer in

western India, to be utilised for process air cooling. The hot water extracted from the continuous Order Booking from Green
polymerisation process resulted in ~2 MW power saving for the customer Offerings (Rs. crore)
3,259 6,988 5,920

Air Pollution Control
Received highest-ever order for ESP upgradation
Received largest cement APC package (integrated plant - 4 nos., grinding units - 7 nos.,

total 31 equipment)
Increased order booking from agro-based industries and non-ferrous applications

Water and Waste Solutions

Offered complete water reuse and zero liquid discharge (ZLD) project to an F&B company with
50 KLD MEE, and a textile major with 113 KLD MEE, to help them meet their ESG goals
Commissioned the first pre-fabricated MEE as part of the ETP-ZLD solutions for the F&B industry

Initiated first ETP augmentation in leading petrochemicals, followed by recycling for an oil & gas major

Revamped and enhanced the capacity of seawater reverse osmosis plant (SWRO) at a chemical
TOESL commissions first biomass-based cogeneration plant for an
giant, and installation of energy recovery device (ERD) achieving 60% power savings
FY 2020-21 FY 2021-22 FY 2022-23 aluminium major on BOO basis
Industrial Projects and Energy Solutions

Infra Received multiple orders for cogeneration plants from the distillery segment
Received a major order for the mechanical balance of plant works for a gas-based power plant from SO2: Grow Products and The recent roll-out of Edge Live, businesses and multinational
Services Portfolio a digital solution powered by corporations. The monitoring of
an Indian conglomerate
advanced capabilities of artificial assets is carried out by four dedicated
In FY 2022-23, the Company’s order
Boiler & Heater (TBWES) intelligence, machine learning and operations centres located in India
bookings for products & services
For more details, refer to Subsidiaries of the Company on page 32 Thermax-engineered algorithms also and staffed by a team of asset-class
portfolio stood increased to Rs.
contributed to the success of this subject matter experts. These centres
4,279 crore, up from Rs. 3,596 crore
Thermax Bio Energy Solutions (TBSPL) strategy. not only ensure high uptime,
in the previous financial year of FY
For more details, refer to Subsidiaries of the Company on page 34 efficiency, and reliability of assets,
2021-22. The growth in order value Since its launch in June 2022, Edge but also collaborate extensively with
can be attributed to a consistent Live has been adopted by over 70 customer stakeholders and facilitate
inflow of orders for our products, customers across 10+ countries, knowledge management and expert
and also our stringent focus on monitoring 4,000+ assets at 140+ guidance to enhance community
offering comprehensive solutions for sites. The service is used by learning.
revamping and retrofitting, besides companies from over 15 different
operations & maintenance services. sectors, including small-scale

Business Launch of Products Supporting the Key Highlights Order Booking from Products
Segments Strategy & Services (Rs. crore)
Industrial Process Heating Process Heating 2,546 3,596 4,279

Products Thermotron™, an innovative electric ThermotronTM is generating a buzz across a wide
boiler that helps meet sustainability range of industries, including breweries, food
goals by accelerating industrial processing, pharmaceuticals, FMCG conglomerates,
decarbonisation. Steam can be petrochemicals, dairy, edible oil, and hotels &
generated from electricity in this hospitality. These industries are intrigued by the electric
compact unit for industrial processes, process heating technology, which simplifies operations
resulting in 99% efficiency. and promotes sustainability in industry.
Aquanexa E Series, an advanced heat Aquanexa is rapidly gaining popularity among
pump that caters to the hot water needs hotels, hospitals, hostels, and commercial spaces.
of various commercial segments This is primarily attributed to its seamless installation
process and the fact that its hot water generator
Absorption Cooling and Heating produces zero local emissions, makes it an
Xtra Performance Series of VAM Synchronisation of 2 x 40 MW captive power plant for a Navratna public sector enterprise
environmentally-friendly choice. FY 2020-21 FY 2021-22 FY 2022-23
Developed a multi-effect low steam
pressure chiller to cater to low-pressure Absorption Cooling and Heating
steam, which can be extracted across Xtra Performance Series of VAM is relatively
a range of processes and used for more productive by 15% to 18% and reduces LiBr SO3: Focus on Internationalisation
chilling needs consumption by 14% In FY 2022-23, Thermax’s order booking in the international business segment was Rs. 2,064 crore, compared to
Rs. 1,878 crore in FY 2021-22. The overseas segment accounted for 23.5% of the year’s overall order booking. International
Recorded 17% growth in value-added spares business
Water and Waste Solutions business revenue for the Group stood at Rs. 2,041 crore, up from Rs. 1,621 crore in FY 2021-22.
A new modularised UF system E-Flow Water and Waste Solutions
(Application: pre-treatment to RO or Business Key Highlights
Received an order for four units, which are currently
post-treatment to STP) Segments
under assembly
Industrial Process Heating
Projects and Energy Solutions Projects and Energy Solutions Products A 12 TPH oil & gas fired boiler was supplied for an FMCG giant in Bangladesh
Industrial
Infra Entered into a technology partnership Partnered with Covacsis, engaged in providing products Order for 4 nos. oil & gas fired 25 TPH steam boilers from an oil & gas major in the Middle East
with Covacsis and solutions to Industrial IoT, Industry 4.0, smart Order for biomass-fired 34 TPH & 10 TPH steam boilers, and 8 Mn kCal/hr for edible oil major in
manufacturing and digital manufacturing space Indonesia
Boiler & Heater (TBWES)
Order for a 22 TPH biomass-fired steam boiler for a food major for their plant in Sri Lanka
FlexisourceTM, a solution that can Boiler & Heater (TBWES)
Order for 25 TPH biomass-fired steam boiler for edible oil major in Nigeria
combust several types of waste Booked several orders in FY 2022-23 ranging from
fuels, providing higher fuel flexibility steam generation of 20 TPH to 70 TPH at high-pressure Absorption Cooling and Heating
to customers temperature cycles Received major orders from the hospitality sectors in Puerto Rico and Caribbean nations; these are
expected to grow the absorption chiller business
Build-Own-Operate Solutions (TOESL) Build-Own-Operate Solutions (TOESL) Received an order for eight multi-energy chillers, which is expected to be commissioned in Q3 of
Green
Portfolio diversification and Focussed on bio-CNG and water & wastewater FY 2023-24
Solutions
backward integration treatment solutions under the build-own-operate model Increased focus on new markets such as Korea, Taiwan and select African nations
Air Pollution Control
Facilitated strategic penetration in the cement market in Thailand
Received a maiden order for a submerged arc furnace in Oman
Received an FGD order from a French process engineering company for a leading oil refinery in Kuwait
Established a strong presence in APC business, with several references in South East Asia, given its
expertise in project execution and increased enforcement of air pollution norms
Received orders from new markets in Turkey, Germany, Greece, Brazil and the United States

Business Key Highlights 7. Financial Performance

Segments During FY 2022-23, the Group recorded an operating revenue of Rs. 8,090 crore as compared to Rs. 6,128 crore in the
previous year. The basic and diluted earnings per share for the year were Rs. 39.98 per share as compared to Rs. 27.73 per
Water and Waste Solutions
Received a maiden EPC order in East Africa for the largest edible oil refinery share in the previous year. The analysis of major items of the financial statements is given below:
Received an order for the first pharma-grade plant in South East Asia for a Philippines-based
a. Revenue from the Operation (Rs. crore)
pharmaceutical company, with pre-treatment and three units of RO-CDI
FY 2022-23 FY 2021-22 Change (%)
Industrial Projects and Energy Solutions Revenue from projects and products 7,072 5,384 31
Infra The contracted base of the EPC power plant reached 3,560 MW, of which 443 MW are overseas
Revenue from services 962 680 42
Received an order for plant performance evaluation from a Thailand-based customer
Other operating revenue 56 64 (13)
Boiler & Heater (TBWES) Total operating revenue 8,090 6,128 32
For more details, refer to Subsidiaries of the Company on page 32
The total operating revenue increased primarily due to a strong 31% growth in revenue from projects and products
Green Build-Own-Operate Solutions (TOESL)
to Rs. 7,072 crore as the Company ramped up execution of prior period orders. Growth was broad-based across all
Solutions Ensured targeted efforts in select SEA and African countries to offer utilities under the build-own-
segments, with Industrial Products growing by 30%, Industrial Infra by 31%, Green Solutions by 67% and Chemical by
operate model
25%. Revenue from services grew by 42% to Rs. 962 crore, primarily led by domestic business. Other operating revenue
decreased due to exchange loss.
Chemicals Partnered with ChemPoint to expand Thermax’s ion exchange resin business in North America
b. Cost of Material Consumed (Rs. crore)

FY 2022-23 FY 2021-22 Change (%)
International Order Booking
Cost of material consumed 4,625 3,485 33
(Rs. crore)
% of total revenue 57.17% 56.80% 0.6
1,363 1,878 2,064

The cost of materials grew 33% to Rs. 4,625 crore in FY 2022-23 due to an increase in commodity prices during the first half
of the year and a change in the business mix.
c. Employee Benefit Expenses (Rs. crore)

FY 2022-23 FY 2021-22 Change (%)
Employee benefit expenses 954 813 17
The employee benefit expenses increased 17% to Rs. 954 crore in FY 2022-23, primarily driven by higher employee wages,
expansion in both services and project execution teams and incentives provided to employees.
d. Other Expenses (Rs. crore)

FY 2022-23 FY 2021-22 Change (%)
FY 2020-21 FY 2021-22 FY 2022-23 Consumption of stores and spare parts 101.17 103.04 (2)
Power and fuel 61.96 52.31 18
Freight and forwarding charges (net) 207.22 176.09 18
Site expenses and contract labour charges 936.48 652.9 43
Drawing, design and technical service charges 68.29 24.65 177
Sales commission 28.66 25.34 13
Advertisement and sales promotion 23.23 10.48 122
Rent 23.05 19.19 20
A state-of-the-art flue gas desulphurisation (FGD) system delivered to

Rates and taxes 19.88 20.09 (1)
a prominent sugar refinery in Saudi Arabia Insurance 16.1 11.88 36

FY 2022-23 FY 2021-22 Change (%) g. Trade Receivable (Rs. crore)
Repairs and maintenance 91.82 68.18 35 FY 2022-23 FY 2021-22 Change (%)

Travelling and conveyance 93.49 60.14 55 Non-current trade receivable 114.50 173.52 (34)
Legal and professional fees (includes payment to auditors) 125.95 103.52 22 Current trade receivable 1,762.06 1,423.72 24
Total 1,876.56 1,597.24 17
Director sitting fees 1.13 1 13
Bad debts / advances written off 40.68 (4.4) (1,025) The trade receivables increased 17% to Rs. 1,876.56 crore as on March 31, 2023, in line with the increase in business
volume.
Warranty expenses (net) 14.59 35.39 (59)
(Gain) / loss on sale/ discard of assets (net) 3.79 (7.64) (150)
h. Cash Flow (Rs. crore)
CSR expenses 6.86 7.54 (9)
FY 2022-23 FY 2021-22 Change (%)
Miscellaneous expenses (includes printing, communication, 50.36 49.41 2
security expense, etc.) Cash flows from operating activities 459.56 324.71 42
Total 1,914.71 1,409.11 36 Cash flows from / (used in) investing activities (679.68) (421.58) 61
Cash flows (used in) financing activities 348.54 (20.58) (1,794)
Less: Capitalised during the year (1.31) (0.12) 992
Total 128.42 (117.45) (209)
Net total 1,913.40 1,408.99 36
The cash flow has changed from Rs. (117.45) crore in the last financial year to Rs. 128.42 crore in FY 22-23. This was
Other expenses increased 36% to Rs. 1,913.40 crore in FY 2022-23. This was primarily due to increase in direct expenses primarily on account of higher outflows for investing activities related to under construction solar assets and purchase of
like site expenses and contract labour charges, drawing and design charges etc., aligned to the increase in the level of plant, property, and equipment for First Energy Pvt. Ltd. (FEPL). The cash flow from operating activities increased due
activities during the year. These expenses are more pronounced during certain phases of project, and resulted in higher to better collection, improvement in inventory consumption and better working capital management. The cash flow from
incidence during the current year. The advertisement and sales promotion and travelling expenses also rose due to increase financing activities increased due to proceeds from borrowings for execution of projects in FEPL under BOO model.
in business volume and implementation of various new initiatives. Bad debts / advances written off and warranty expenses
decreased as the previous years’ numbers were higher due to reclassification, which was not applicable in the current year.
i. Cash and Cash Equivalents and Bank Balance (Rs. crore)
FY 2022-23 FY 2021-22 Change (%)
e. Property, Plant and Equipment (Rs. crore)
Cash and cash equivalents 452.82 310.78 46
FY 2022-23 FY 2021-22 Change (%)
Bank balance 678.76 642.72 6
Property, plant and equipment 1,039.89 990.95 5 Total 1,131.58 953.50 19
Capital work-in-progress 433.77 44.32 879 Cash and cash equivalents and bank balance increased 19% to Rs. 1,131.58 crore due to better collections and shifting of
Right-of-use assets 176.06 163.24 8 investment portfolio.
Goodwill 3.03 3.03 0
Other intangible assets 29.19 37.52 (22) j. Borrowings (Rs. crore)
Total 1,681.94 1,239.06 36 FY 2022-23 FY 2021-22 Change (%)

Non current borrowings 422.52 61.42 588
Property, plant and equipment cost increased 36% to Rs. 1,681.94 crore as on March 31, 2023. The rise was mainly due to
an increase in capital work-in-progress associated with the under construction solar assets of First Energy Pvt. Ltd. Current borrowings 388.02 294.00 32
Total 810.54 355.42 128
f. Investment (Rs. crore) Borrowings increased 128% to Rs. 810.54 crore due to loans taken for execution of solar projects under First Energy Pvt.
Ltd. under BOO model.
FY 2022-23 FY 2021-22 Change (%)
Non-current investment 216.84 703.36 (69) Key Financial Ratios
Current investment 1,392.87 766.54 82 Particulars Thermax Limited Thermax Group
Total 1,609.71 1,469.90 10 2023 2022 2023 2022
Debtors turnover ratio 4.18 3.88 4.63 4.13
Investment predominantly represents holdings in the debt mutual fund and fixed deposits with banks. The change in current
Inventory turnover ratio 7.83 7.80 6.24 6.16
and non current investments is mainly due to shifting of corporate bonds to liquid funds.
Interest coverage ratio 22.67 21.26 17.04 17.29
Current ratio 1.36 1.17 1.38 1.26
Return on capital employed 13.8% 9.4% 14.9% 12.2%
Return on net worth (RONW) 10.2% 6.7% 11.7% 8.9%
The return on capital employed and return on net worth have increased both at standalone and group levels due to an
increase in profitability.

Key Financial Indices Financials at a Glance - Thermax Group

Order Booking Profit After Tax (PAT) Order Balance Particulars 2022-23 2021-22 2020-21 2019-20 2018-19 2017-18 2016-17 2015-16# 2014-15 2013-14
(Rs. crore) (Rs. crore) (Rs. crore) Domestic sales 5,992 4,443 3,037 3,685 3,249 2,668 2,813 3,210 3,618 3,199
(excluding excise duty)
International sales/business 2,042 1,621 1,673 1,970 2,637 1,703 1,573 1,859 1,624 1,758
5,633 5,498 4,784 9,410 8,788 325 212 207 312 451 5,370 5,238 5,227 8,812 9,752
% to total sales 25% 27% 36% 35% 45% 39% 36% 37% 31% 35%
Total sales 8,034 6,064 4,710 5,655 5,886 4,371 4,386 5,069 5,242 4,957
Growth 32% 29% (17%) (4%) 35% 0% (13%) (3%) 6% (8%)
Other operating income 56 64 81 76 87 94 97 76 62 72
Revenue from operation 8,090 6,128 4,791 5,731 5,973 4,465 4,483 5,145 5,304 5,028
Other income 160 127 108 100 150 116 114 122 123 72
Total income 8,250 6,255 4,899 5,831 6,123 4,581 4,597 5,267 5,427 5,100
Total expenses 7,492 5,707 4,435 5,324 5,516 4,064 4,049 4,716 4,843 4,592
Profit before depreciation, 758 548 464 507 607 517 548 551 584 508
interest, extraordinary items
and tax
(% to total income) 9% 9% 9% 9% 10% 11% 12% 10% 11% 10%
Depreciation 117 113 115 117 92 82 82 72 134 92
Interest 38 25 21 15 14 13 10 12 82 27
FY19 FY 20 FY 21 FY 22 FY 23 FY19 FY 20 FY 21 FY 22 FY 23 FY19 FY 20 FY 21 FY 22 FY 23 Exceptional items of - - 53 - 90 0 18 0 49 0
expenses
Cash and Cash Equivalent Profit before tax 603 410 275 375 411 422 438 467 319 389
Earnings Per Share (EPS) International Order Booking (incl. Current Investments) (% to total income) 7% 7% 6% 6% 7% 9% 10% 9% 6% 8%
(Rs.) (Rs. crore) Tax 152 98 69 162 85 166 156 144 171 169
(Rs. crore) Profit after tax before non 451 312 206 212 326 256 282 323 148 220
controlling interest and share
28.90 18.87 18.34 27.73 39.98 1,984 1,470 1,363 1,878 2,064 1,144 1,290 2,053 1,713 2,524
in loss of associate and joint
venture
Share in joint venture / 0 0 0 0 (1) (25) (66) (41) NA NA
associates loss
Minority interest - - NA NA NA NA NA NA (62) (26)
Profit after tax after minority 451 312 206 212 325 231 216 282 210 246
and share in an associate’s
loss
Other comprehensive 0 8 17 (9) (22) 27 (19) 22 NA NA
income
Total comprehensive income 451 320 223 204 304 258 197 304 NA NA
attributable to:
Equity holders of the 450 312 223 204 304 259 204 304 NA NA
parent
FY19 FY 20 FY 21 FY 22 FY 23 FY19 FY 20 FY 21 FY 22 FY 23 FY19 FY 20 FY 21 FY 22 FY 23 Non controlling interest 0 - - - - (1) (7) - NA NA
Gross block 2,903 2,396 2,352 2,255 2,236 1,741 1,515 1,438 2,051 2,044
Revenue from Operations International Revenue Net block 1,682 1,239 1,266 1,339 1,352 1,076 952 887 1,474 1,580
(Rs. crore) (Rs. crore) Investments 1,610 1,470 234 875 829 1,472 1,083 1,050 822 708
Current assets 6,072 4,738 4,466 3,977 4,737 4,102 3,297 3,610 4,185 4,125
Current liabilities 4,409 3,758 3,071 2,787 3,654 3,079 2,365 2,615 3,274 2,999
5,973 5,731 4,791 6,128 8,090 2,637 1,970 1,673 1,621 2,041
Net current assets 1,663 980 1,395 1,190 1,083 1,023 932 995 911 1,126
Capital employed 4,291 3,553 3,273 3,061 3,050 2,768 2,585 2,450 2,719 2,695
Equity share capital 23 23 23 23 23 23 23 23 24 24
Reserves and surplus 3,846 3,469 3,228 3,005 2,992 2,692 2,515 2,393 2,123 2,014
Networth 3,868 3,492 3,251 3,028 3,015 2,715 2,538 2,416 2,147 2,038
Minority interest 2 - - - - - 1 - 78 140
Loan funds (long term) 423 61 22 33 35 53 46 34 494 517
Fixed asset turnover ratio 4.78 4.89 3.72 4.23 4.35 4.06 4.61 5.71 3.56 3.14
Working capital turnover ratio 4.83 6.19 3.38 4.75 5.43 4.28 4.71 5.10 5.75 4.40
Current ratio 1.38 1.26 1.45 1.43 1.30 1.33 1.39 1.38 1.28 1.38
Return on capital employed 15% 12% 11% 13% 14% 15% 15% 18% 15% 15%
Return on net worth 12% 9% 6% 7% 11% 9% 9% 12% 10% 12%
Cash earnings 50.36 37.74 28.50 29.30 37.06 27.93 27.08 31.48 28.86 28.38
per share (Rs.)
FY19 FY 20 FY 21 FY 22 FY 23 FY19 FY 20 FY 21 FY 22 FY 23 Earnings per share (Rs.) 39.98 27.73 18.34 18.87 28.90 20.61 19.80 25.07 17.61 20.64
Dividend 500% 450% 350% 350%* 350% 300% 300% 300% 350% 300%
Book value per share (Rs.) 343 310 289 269 268 241 225 215 180 171
#
Figures have been reclassified as per Indian Accounting Standards (“IND AS”) as prescribed by Ministry of Corporate Affairs
* It is interim dividend paid to shareholders

8. Key Opportunities and mphasis by the Finance Minister

E Threats 9. Risk Management
on leveraging the nation’s abundant
Threats coal reserves to encourage

The Russia-Ukraine conflict has Our Enterprise Risk Management Framework periodically evaluates and monitors key risks and business processes,
Globally, climate change and disrupted the global supply chain, thereby suggesting suitable mitigation plans across different locations to maintain the robustness of our systems.
gasification for a smooth energy
sustainability are priorities, leading leading to volatility in commodity
transition, especially amidst high
to governments and industries taking prices and higher logistics costs. Identification of Detailing of the Risks Mitigation Plan Strategies Impacted
oil and gas prices. Thermax with its
actions to reduce carbon footprint expertise in coal gasification and Such fluctuations in key raw
Major Risks
and promote a planet positive other related fields is positioned to material prices impacts order
future. In India too, the government capitalise on these opportunities. profitability and may slowdown Project execution Loss of reputation/market Deployment of robust project SO1, SO2, SO3
has committed to reducing carbon large project investments. risk share/margin erosion management structures across business
Proposal by the Indian Government Besides, owing to the ongoing
intensity to less than 45% by 2030 and due to inadequate divisions to monitor and control project
to establish 5,000 bio-CNG scenario, there is also a high
achieving net-zero carbon emissions process framework and execution risks during the project lifecycle
plants within five years, creating dependency on government
by 2070 at COP26 and COP27 monitoring of risks during
a potential market worth policies. A pushback in regulatory Multiple controls from proposal to
summits. the project lifecycle.
Rs. 25,000 crore. Moreover, the policies will impact offering demand execution stage enable the Company
The focus on sustainability is driving Ministry of New and Renewable in the energy and environment to take timely measures and mitigate
efforts to reduce fossil fuels, switch Energy (MNRE) has also introduced
segment. potential risks
to renewable energy solutions and supportive Sustainable Alternative
adopt efficient technology solutions Towards Affordable Transportation
The entry of established Monitoring of credit ratings and credit
for resource consumption and waste (SATAT) policy, which guarantees international competition in the locks for defaulting customers are
management. In India, the renewable market-linked pricing and financial Indian market and stiff local implemented
energy sector has also been assistance. This presents promising competition in specific geographies
incentivised with favourable policies opportunity with favourable can be a possible threat.
such as the waiver of inter-state environment to Thermax. This includes competition from local Data governance Inability to identify, Security awareness is created through SO1, SO2, SO3
transmission system (ISTS) charges Amidst geopolitical tensions, players having a robust biomass and cyber security classify, document, training on a regular basis. Archiving and
and the Green Open Access policy, climate crises and availability of sourcing network and database risk digitise and archive purging of unused information is carried
fostering industry consolidation, resources, the global fuel scenario offering BOO solutions, as several business-critical out as per the timeframe mentioned in the
acquisitions, and strategic remains dynamic, necessitating multinational corporations transition knowledge/information Data Retention Policy
partnerships. Further, the avenues effective mitigation strategies. from fossil fuels to biomass. to ensure complete,
like the carbon market, Green Day Auto-classification of data is being
Thermax, with its range of solutions consistent, reliable, and
Ahead Market (GDAM), and Green
Start-ups are a threat since many implemented to ensure that every data is
like biomass-fired boilers and secure corporate data.
Term Ahead Market (GTAM) have look at valuation rather than a focus classified and treated accordingly, and
heaters, municipal solid waste
augmented prospects for growth and on profitability. Adverse impact on the the same is completed
(MSW) boilers, multi-fuel-fired
innovation. boilers and electric boilers, is well
Cheaper power tariffs from Company’s operations Identify and access management tools
Thermax being an expert in providing positioned to address the need. It is alternative renewable sources due to cyberattacks with multi-factor authentication, advanced
also presented with the opportunity and reduced viability of operating and lack of firewalls, end-to-end protection, dark-web
superior technology-enabled solutions
to develop products capable of captive power plants compared encryption, and remote
in the renewable sector, is poised to monitoring, and network DDoS protection
handling new fuels and capturing to grid tariffs pose a key threat access controls, leading
address the challenge and capitalise implemented
emerging opportunities. to the global EPC business. to compromise of
on the opportunity.
Moreover, higher live energy costs confidential data and Network isolation/segmentation and
Technologies are increasingly
Opportunities penetrating the sustainability are impacting the feasibility of VAM intellectual property. air-gap backup of data is underway
Some of the key areas of opportunities landscape. These include and high gas prices are reducing Servers and databases of all hosted
for Thermax are as follows: Internet of Things (IoT) for the feasibility of cogen in Europe. Inability to continue/
applications are being upgraded, with
improving efficiency, uptime and recover business

Increased investments by industries
Continuous availability, storage, high availability. Disaster recovery
maintenance predictability and operations during any
towards improving their sustainability and pricing of bio-CNG feedstock, for critical applications is tested.
advanced air pollution control crisis, and/or disaster,
performance. They are focussed unclear mandates for selling Software compliances with software
equipment like FGDs for sulphur with minimal disruption or
on minimising carbon and water digested material as bio-manure, OEMs are underway. Replacement of
dioxide (SOx) capture and related loss of business.
footprints and optimising resources services. This presents Thermax and absence of gas pipeline unsupported softwares to be completed
consumption with efficiency with a promising opportunity infrastructure without a take-or-pay by the next financial year
improvement solutions, renovation for expanding its digital service policy pose threat to the bio-CNG
and modernisation projects portfolio as well as leveraging its ecosystem.
and adopting energy-efficient technical know-how.

Reliance on single-source
technologies. Thermax with its
With a shift from a capex to an opex vendors for critical products and
heating, cooling, power, and
model, outsourcing is poised to set the potential of some vendors
diverse environmental solutions is
the pace for growth in Thermax’s becoming competitors for a specific
well-positioned to address this need.
businesses across the globe. product range can pose threat.

Identification of Detailing of the Risks Mitigation Plan Strategies Impacted Regular HSE trainings are
190 1,500+
Major Risks conducted for employees,
contractors, vendors and suppliers.
Employees and Employees participated
Rise in commodity Impact on the entity’s Negotiation with customers for passing SO1, SO2, SO3 26 in Road Safety
price – impact on financial performance/ the impact of rising commodity prices by All new employees and workmen

business profitability due to increase in price and change in contract Spouses participated e-Learning Awareness
undergo HSE induction and
fluctuations in the prices terms is under process
medical fitness assessments before
in CPR training Programme
of commodities, arising Input material is being ordered being engaged.
due to various reasons immediately upon finalising the contracts
such as geopolitical
tensions.
with customers
51
Strategic investment in the ordering of raw
materials in anticipation of price rise
Recordable incidents and 2 fatalities (contractual
Expanding services and digital portfolio employees) reported in FY 2022-23
Implementation of cost optimisation
project – Agile (applicable for first half
of the financial year) HSE Initiatives D
igitalisation Drive – Thermax Standardisation – The incident

Thermax Life Saving Rules –
is implementing improvised HSE management system has
Risk of climate Impact on business In order to mitigate the effects of climate SO1, SO2, SO3 These are mandatory rules for every digital solutions to drive cultural been reviewed and revised to
change dynamics due to change in the short, medium, and individual working for or on behalf change. This enables all workers accommodate changes in the
restrictions and increase long-term, we are developing products of Thermax. These outcomes are and employees to report at-risk way we investigate and implement
in compliance on based on renewable energy, acquiring behaviours and other observations lessons learnt across the
derived from lessons learned from
conventional energy. new technologies, and complying with and also supports monitoring organisation. The HSE reward and
past incidents and are specific to
statutory standards of such actions in a timebound reprimand system is strengthened,
our operations. Compliance with
these measures is rigorously manner. Digitalisation will strengthen while audit and inspection
People risk Inability to attract talent Leadership programmes for various SO1, SO2, SO3 comprehensive HSE reporting and procedures and templates are
including and plan succession of positions are being implemented enforced, and a capacity building
drive on the same is underway. analysis on a real-time basis and updated and standardised across
skills and people for key positions. Introduced ESOP for senior executives assist decision makers to implement the organisation.
competencies
Successors for critical roles have been effective safety improvement
identified, and a flexible ownership-based programmes and monitor progress.
work environment is created
Talent development journey programme
for top talents is underway
Salary corrections for high performers Certifications and Audits – An Update
and bringing them up to the market
average are being considered Location Type of Audit Certification Conducted by
Cooling plant at Sri City 2nd surveillance audit ISO 14001:2015 and Lloyds
ISO 45001:2018
10. Internal Controls facilities and are committed to Our occupational HSE policy serves as TBWES project sites and manufacturing plants at 2nd surveillance audit ISO 14001:2015 and Bureau Veritas
or details, refer to the Directors’
F creating a safe work environment a commitment to a safer and greener Savli, Mundra, Chinchwad and Shirwal ISO 45001:2018
Report on page 61. for our stakeholders. We achieve workplace. The HSE performance
Heating manufacturing units at Chinchwad and 2nd surveillance audit ISO 14001:2015 and TUV:SUD
this by implementing robust systems is regularly reviewed by the Board
11. Health, Safety and and processes and making business members and the senior leadership.
Savli ISO 45001:2018
Environment decisions that emphasise HSE in all WWS business 1st surveillance audit ISO 45001:2018 Bureau Veritas
At Thermax, we believe Health, the activities we undertake. HSE-related Trainings TOESL subsidiary Recertification audit ISO 14001:2015 and DNV
Safety, and Environment (HSE) An emergency management plan is ISO 45001:2018
is crucial for the well-being of our Additionally, we engage with our available at all Thermax locations,
employees, stakeholders, and the supply chain partners and promote and the trainings and mock drills are Chemical manufacturing facilities at Paudh, Recertification audit ISO 14001:2015 and Bureau Veritas
environment. We prioritise HSE across HSE culture through capacity conducted as per the plan. Jhagadia and Dahej ISO 45001:2018
our operations and manufacturing building and onsite feedbacks.
P&ES business and Process Heating project sites Recertification audit ISO 45001:2018 TUV:SUD and DNV
Enviro business Certification audit ISO 14001:2015 & TUV:SUD

ISO 45001:2018

Audits Carried Out in A notable aspect of the Thermax Thermax Performance respective businesses and award
FY 2022-23 culture is the way we treat our Management System forums. In addition, we also introduced
employees and engage with them. a new incentive framework, which
At Thermax, we understand the
builds transparency in how we
need to stay agile by reinventing
1,407 Our employees are fundamental to our
long-term success. We understand ourselves on a continuous basis.
incentivise our employees and
also creates a stronger pay-for-
Internal Inspections and reiterate the essential role played We made our performance
performance culture.
and Audits by our motivated employees in helping management system more dynamic
us achieve our goals of producing and meaningful – right from
goal-setting to performance-related
Diversity, Equity & Inclusion
top-notch products, and delivering
conversations to incentives and Thermax has a multi-tiered
bespoke solutions & efficient service
9 to our customers. rewards. Our performance evaluation organisation culture, which drives
our code of conduct, mission,
is intertwined with behaviours.
External Safety Audits vision and values at the core.
Our goal is to cultivate an environment As continuous listening forms the core
of our organisation, we introduced an The organisation’s culture is fostered
where every team member feels
assessment of Customer, Lead, Own, through the philosophy of diversity,
Behaviour Based Safety: valued, respected, and equipped
Create and Collaborate (CLOCC) equity and inclusion (DEI), where
to reach their full potential. With this
Strengthening the Safety behaviours for our employees. ‘diversity’ encompasses a spectrum
goal in mind, we are actively working
Culture towards nurturing a work environment Through these CLOCC behaviours, our of demographic human differences,
We firmly believe that any injury is aim is to nurture a human organisation ‘equity’ ensures fairness and equal
that is inclusive, supportive, and
preventable. To further the safety built on human values. opportunities for all, while ‘inclusion’
empowering. We strive to foster
initiative, Thermax embarked on denotes the magnitude to which our
a culture that promotes a healthy
the implementation of Behaviour In the last two years, we have seen employees feel accepted, respected,
organisation, encourages ongoing
Based Safety (BBS). Led by the these CLOCC behaviours being cared for, and motivated. Women welders attend the grinding safety training at Shirwal
learning and development, and
senior management, there is active prioritises a safe workplace for all deeply ingrained and becoming an
integral part of our value system. We are relentlessly building a culture
involvement in the initiative, and employees.
The employees exemplifying these of inclusivity by imbibing DEI –
reviews are conducted at each approach to enhance the
behaviours are well recognised in from strategy planning and policy Talent Management
location. The programme started by representation of women leaders at
framework to project execution. We, at Thermax, have a strong
identifying BBS champions in every mid and senior management levels to
We also understand the importance history in talent management and
business to lead the initiative and build a supportive workplace culture.
of diversity in driving innovation and development, which has evolved over
further train colleagues, to equip them We are also working on developing
success and remain committed to time to reflect our commitment to
with the required stewardship skills. and sponsoring high-potential women
building a culture that embraces and nurturing its people. The focus, now,
celebrates differences. talent through talent intervention
The BBS training is designed to is on a role-based talent development
initiatives which include skill
influence employee actions towards model, where Thermax aims to
In 2022, we launched our DEI strategy development, networking, visibility,
safer outcomes, ideally by preventing develop world-class future leaders
with four key pillars to ensure that all and exposure to cross-functional
an accident or injury from occurring. through different programmes for
our employees feel valued, supported, projects.
It encourages everyone to care new talent development. This is being
and empowered to do their best work. facilitated through a robust career
for others by identifying ‘at-risk Leveraging the potential of dialogues,
behaviours’ and doing spot correction, progression plan and leadership
we used the occasion of International
whenever possible. This helps to Key Pillars of our DEI development programmes for our
Women’s Day as a platform to
change unsafe behaviours in the Strategy: encourage conversations around
young, senior, and executive leaders.
workplace and will be instrumental in Enhancing diversity representation
inclusion and equity, with a special
improving the company’s overall safety across levels focus on the challenges of the
Our Development
culture. LGBTQ community in the workplace. Programmes
Developing and sponsoring talent

Change workshops that focus on The Executive Leadership

12. Human Resources Enabling mindset change
awareness of microaggression, Development Programme
As an organisation known for Promoting openness and inclusivity
unconscious biases and allyship form (ELDP) is designed to empower
governance and ethics, we invest in in the workplace a significant part of our Leadership our executive leaders with broader
skill building, employee engagement Development Programmes. We remain business knowledge, global
and welfare to maximise outcomes As part of the DEI goals, Thermax committed to continuing our efforts perspectives, and leadership
and provide a safe and healthy work The Industrial Products segment wins the Best Business Unit to build a diverse and inclusive insights, through an immersive
introduced a segmented hiring
Award at Thermax Annual Awards workplace.
environment to our employees.

programme at top international from top engineering and business New Policies corrections. Additional actions Procurement’ award at the 5th Considering the significant trends
universities. schools nationwide. Thermax’s goal are planned throughout the year. Procurement India Leadership that have a direct impact on
Site Policy
is to develop a robust young Employee engagement surveys were Forum and Awards 2023, Thermax, including climate change,
To create a standard employee
For our senior leaders, who
leadership talent pipeline by also initiated to gather employee organised by ISCM Forums. geopolitical shifts, rapidly accelerating
experience for site employees, we
have been identified as our offering business exposure, feedback and develop action plans urbanisation, technological
launched guidelines on allowances
critical talent, we launched rigorous rotations and live project accordingly. 6. 5S Platinum Certificate for breakthroughs in sustainability and
and facilities at project sites for
the Senior Leadership opportunities. Thermax Sri City Plant digital transformation, we have
respective businesses. This benefits
Development Programme
the employees who are stationed at 13. Awards and The Quality Circle Forum of India chalked out a plan to create a nimble
(SLDP). This 12-month-long New Initiatives sites and also required to travel to Recognitions (QCFI) awarded Thermax’s Sri organisation that can efficiently
programme aims to improve City plant with the 5S Platinum navigate a changing environment.
D
arwinbox – Human Resource different locations. 1. University of Vermont Family
business perspective, management Certification for the year 2022-23.
Management System (HRMS) Business Award
expertise and leadership skills, The plant had earlier received the Our capital allocation strategy is
A digitalised HRMS platform Thermax Cares Thermax was recognised at
to enable them to lead through 5S Gold Certification from QCFI. designed to strengthen us with
is introduced to manage the ‘Thermax Cares for Health’ is an the 11th award ceremony held
complex business problems and the right technologies, assets
employees’ lifecycle. This digital initiative for employee health and at the University of Vermont
drive innovation and organisational 7. Award from IIIE for and capabilities to support our
capability moves HR’s focus from well-being. It focusses on employees’ Grossman School of Business,
change. Manufacturing Excellence ambition to become a leader
data management to data-based physical health, mental health, United States. The award Our manufacturing team received in energy transition in India and
decision-making. nutrition, as well as smoking and acknowledges and celebrates
The Young Leadership the first prize under the category globally. Responsible growth, with
alcohol cessation. We have conducted family-owned enterprises which
Development Programme (YLDP) of ‘Manufacturing Excellence’; an undeterred focus on profitability
E
mployee Engagement Survey several relevant programmes under have demonstrated a commitment
is designed for emerging and and also won a gold trophy at the across all our businesses, remains at
Pulse, an employee engagement Thermax Cares. to responsible business practices
young talents to provide them 64th National Convention at Pune the epicentre of this strategy.
survey, is designed in a framework through effective leadership,
with opportunities to develop hosted by the Indian Institute
that conducts three short surveys Key Programmes on Thermax innovation, and strong family and
and enhance their leadership of Industrial Engineers, Pune We are confident that our strategic
within a year. This helps understand Cares: community stewardship.
capabilities. The programme Chapter. plan for 2023-26 will enable us to build
the pulse of employees in different P
hysical wellness initiative (medical
focusses on guiding participants on our past successes and achieve
departments on a regular basis check-up camps) 2. ET honours Thermax with the
in leading themselves, teams, 8. Best Boiler Supplier Award our long-term objectives, and look
and work with them on relevant Factory of the Future Award
businesses, and navigating change. F
ree membership of online health Thermax received the ‘Best forward to sharing this progress with
action plans. The survey also helps Thermax was conferred with the
classes for women employees Boiler Supplier’ award from one you in the years ahead.
in ongoing manager-employee ‘Factory of the Future’ award at
The Advent Programme is
(offered for Women’s Day this year) of India’s biggest distilleries in
discussions and creates an The Economic Times Promising
an intense three-year career
environment of continuous listening S
ubsidised annual gymnasium Plants 2022, which recognises
southern India. 15. Cautionary Statement
progression plan for young hires
and open communication. membership package for all excellence in manufacturing. The Management Discussion and
9. Zero LTI Award and HSE
employees in India Analysis contains statements about
Committee Award
3. Thermax achieves Annual future events, as well as the financial
S
porting activities such as PT Thermax International,
Export Excellence Awards and operating results of the Thermax
marathons, cricket and badminton Indonesia received the Zero LTI
Thermax was recently awarded Group, which are forward-looking.
tournaments award and HSE Committee award
for its outstanding contribution to By their nature, forward-looking
(gold achievement) from the
M
ental health counselling in exports by the Federation of Indian statements require the Company
Governor of Banten Province.
partnership with Santulan, for Export Organisations (FIEO) - to make assumptions and are
employees and their family Western region. subject to change based on risks
members 14. Future of Thermax and uncertainties. Several factors
4. Thermax receives the Top 50 In December 2021, the Board of could potentially cause these
Attrition Innovative Company Award Thermax and the Executive Committee assumptions to differ from actual
Thermax was awarded the ‘Top chalked out a path for ‘Thermax future results and events expressed
Despite efforts to address the Great
50 Innovative Company’ award in 2030’. As part of our planning in the forward-looking statements.
Resignation, attrition numbers in
by the Confederation of Indian process towards this goal, we built a Therefore, readers are cautioned
FY 2022-23 remained high with an
Industry (CII). more detailed strategy framework in not to place undue reliance on
overall attrition rate of 19.70% and
FY 2022-23, with a granular pathway forward-looking statements.
regrettable attrition at 12%. To control
5. Thermax bags ‘Excellence in for the period 2023-26, tying into
attrition, we implemented measures
Procurement’ Award the overarching strategic priorities
such as career development,
The first batch of the Senior Leadership Development Programme Thermax’s Chemical Business for 2030.
learning opportunities, and salary
Unit received the ‘Excellence in

Additional Disclosure
Additional disclosure made to Stock Exchanges on June 6, 2023 regarding outcome of Arbitration matter. The said matter is
DIRECTORS’ REPORT
also disclosed as contingent liability in standalone and consolidated financial statements vide note no. 31 A (c) and
31 (A) (d) respectively.
Dear Shareholder,
Stock Exchange Intimation under Regulation 30 read with Schedule III of SEBI
Your directors have pleasure in presenting the Forty Second Annual Report on the business and operations of the
(LODR) Regulations, 2015: Company, together with the audited financial statements of your Company for the year ended March 31, 2023.
“In pursuant to the requirements of the aforesaid regulation(s), we hereby wish to inform you that in the matter of Arbitration
between M/s. Thermax Limited (“the Company”) and a Customer (“Claimant”) regarding recovery of damages, losses, etc. Financial Results
for breakdown of two (2) Gas Turbo Generator (GTGs), an award has been passed by an Arbitral Tribunal consisting of Sole
Arbitrator on June 5, 2023. (Rs. crore)
Particulars Standalone Consolidated
The Arbitrator has directed the Company to repair and reinstate both the GTGs at Customer’s plant at the Company’s own FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
cost and expenses under the defect liability clause (the Company has since taken action to repair and reinstate the GTGs).
Total revenue 5,141.16 4,015.39 8,089.81 6,128.33
The Arbitrator also allowed the Customer’s claim on additional expenditure on power and directed the Company to pay
Profit before finance cost, depreciation and tax 517.02 350.58 757.74 548.38
Rs. 173.72 crore with interest along with a sum of Rs. 95 lakh as arbitration cost to the Customer.
Finance cost and depreciation 92.73 80.52 154.45 138.41
The Arbitrator dismissed other claims and counter claims made in the matter. Thus, the award would have an estimated total Profit before tax and exceptional items 424.29 270.06 603.06 410.10
financial impact of approximately Rs. 250 crore on the Company. Exceptional items 7.2 (14.00) - -
Profit before tax but after exceptional items 431.49 256.06 603.06 410.10
The Company has been advised that the order is not based on proper appreciation of facts and is in the process of
Provision for taxation (incl. deferred tax) 102.23 55.27 152.36 97.79
challenging the award before the appropriate appellate authority. Further, we will update the Stock Exchanges in the event
of any material developments in this matter.” Profit after tax 329.26 200.79 450.70 312.31
Other comprehensive income (7.78) 4.24 0.19 7.62
Total comprehensive income 321.48 205.03 450.89 319.93
Total equity 3,217.76 3,001.00 3,868.07 3,492.49
Earnings Per Share (EPS) (Rs.) face value per share 27.63 16.85 39.98 27.73
Rs. 2/- from continuing operations
Earnings Per Share (EPS) (Rs.) face value per share 27.63 16.85 39.98 27.73
Rs. 2/- from continuing and discontinuing operations
Result of Operations and the State of (Rs. 9,410 crore). Order booking in international markets at
Affairs Rs. 2,064 crore was higher by 9.9%.
Standalone Material Changes and Commitments

Your Company, on a standalone basis, posted a revenue of
There have been no material changes and commitments
Rs. 5,141 crore for the financial year 2022-23, against last
affecting the financial position of the Company, which have
year’s revenue of Rs. 4,015 crore. Revenue from exports
occurred between the end of the financial year and the date
was up 10.6% at Rs. 1,053 (Rs. 952 crore). Order booking
of this report.
from continuing operations stood at Rs. 5,307 crore, lower
by 22.7% as compared to Rs. 6,867 crore in the
previous year.
Credit Rating
Your Company has been rated ‘AA+/ Stable (Reaffirmed)
Consolidated for Long Term Rating and A1+ (Reaffirmed) for Short Term
Rating’ by Credit Rating Information Services of India
On a consolidated level, the group revenue was at
Limited (CRISIL) for its banking facilities. The rating reflects
Rs. 8,090 crore (Rs. 6,128 crore). The Group’s international
your Company’s continued good parentage, credit profile,
business was higher by 25.8% at Rs. 2,041 crore
liquidity position, strong corporate governance practices,
(Rs. 1,622 crore). Consolidated order booking for
financial flexibility and conservative financial policies.
FY 2022-23 decreased by 6.6% to Rs. 8,788 crore

Dividend The report on the growth trends and outlook of those owned subsidiaries of the Company, under sections 230 Industrial Relations
subsidiaries which impact your Company’s performance to 232 read with section 66 of the Companies Act, 2013
The Board of Directors have recommended a dividend The overall Industrial Relations at all the manufacturing
reasonably are captured in the Management Discussion have been filed with the National Company Law Tribunal.
of Rs. 10/- (500%) per equity share of face value of Rs. locations was peaceful during the year 2022-23.
and Analysis section of this report. The Scheme is subject to necessary approval from
2/- each for the year ended March 31, 2023. The dividend is The Company has signed Long Term Settlements (LTS) with
regulatory authorities.
subject to the approval of members at the ensuing Annual the trade union at three locations:
General Meeting (AGM). Changes in Subsidiaries during the Year
Through its wholly owned subsidiary, First Energy Private Management Discussion and Analysis • Chinchwad: On 1st June 2022 for 3 years period from
In accordance with Regulation 43A of the Securities and Limited (FEPL), the Company has established below The Management Discussion and Analysis section 1/5/2022 to 30/4/2025
Exchange Board of India (Listing Obligations and Disclosure step-down subsidiaries for undertaking Group Captive Solar highlighting the performance of the Company’s Industrial
• Savli: on 30th September, 2022 for 5 years period from
Requirements) Regulations, 2015 (Listing Regulations), projects in different states of India: Products, Industrial Infra, Green Solutions and Chemicals,
1/4/2022 to 31/3/2027
the Company has adopted the Dividend Distribution including details of select subsidiaries, information on the
Policy, which is made available on the Company’s Name of Subsidiary Date of incorporation Company’s health, safety and environment measures, • Paudh: on 21st November, 2022 for 3 years period from
website and can be accessed using the link: https:// First Energy 3 Private Limited 25/05/2022 human resources, risk management and internal controls, is 1/7/2022 to 30/6/2025
www.thermaxglobal.com/wp-content/uploads/2020/03/ First Energy 4 Private Limited 07/12/2022 given on page no. 24.
DIVIDEND-DISTRIBUTION-POLICY.pdf First Energy 5 Private Limited 13/12/2022 Human Resources Management
First Energy 6 Private Limited 23/03/2023 Corporate Governance Report 1. Particulars of Employees
Transfer to Reserve First Energy 7 Private Limited 26/03/2023 A detailed report on Corporate Governance as per Listing The total number of permanent employees on the
The closing balance of the retained earnings of the Regulations and disclosures required as per section rolls of the Company as on March 31, 2023, was 2,572
Company for FY 2022-23, after all appropriation and Further, FEPL has acquired two subsidiaries, namely 134 and 177 of the Companies Act, 2013, is attached as
Jalansar Wind Energy Private Limited and Kanakal Wind compared to 2,410 employees in the previous year.
adjustments, was Rs. 2,649 crore on standalone basis and Annexure 1 on page no. 71. At the group level, the total number of permanent
Rs. 3,142 crore on consolidated basis. During the year, Energy Private Limited on June 22, 2022, for commissioning
captive solar project in Maharashtra. employees are 4,818 compared to 4,634 employees in
the Company has not transferred any amount to General A certificate from M/s. SVD & Associates, Company
the previous year.
Reserve. Secretaries, Pune, regarding compliance with the
With a view of consolidating the solar projects of the Group conditions of corporate governance as required under
under one roof of FEPL, the Company transferred the solar The information required pursuant to section 197
Share Capital Schedule V of the Listing Regulations forms part of read with Rule 5(1) of the Companies (Appointment
plants of Thermax Onsite Energy Solutions Limited (TOESL), this Report.
The paid-up equity share capital of the Company was to FEPL w.e.f. March 30, 2023. and Remuneration of Managerial Personnel) Rules,
Rs. 23.83 crore as on March 31, 2023. There were no public 2014, duly amended, in respect of employees of the
or preferential rights or bonus issued during the year. Secretarial Standards Company, forms part of Annexure A to this Board’s
During the year, the Company has executed Shareholders,
The Company has not issued any shares with differential Agreement with EverEnviro Resource Management Private Your Company is in compliance with the Secretarial report and information required pursuant to Rule 5(2)
voting rights, sweat equity shares. The details of stocks Limited (EverEnviro) on July 27, 2022 to incorporate new Standards on Meetings of the Board of Directors (SS-1) and will be provided upon request.
granted during the year are provided on the website of company which will execute Technology, Engineering, Secretarial Standards on General Meetings (SS-2) issued
the Company. Procurement & Construction (“TEPC”) scope for the by the Institute of Company Secretaries of India (ICSI) as In terms of Section 136 of the Act, the Annual Report
bio-CNG projects. Pursuant to the same, a new subsidiary amended from time to time. excluding the aforesaid information is being sent
Statement of Deviation(s) or Variation(s) was incorporated i.e. Thermax Bioenergy Solutions Private to all the members and others entitled to receive
in Share Capital Limited (TBSPL) on August 12, 2022. Business Responsibility and it. Any shareholder interested in obtaining such
Sustianability Reporting particulars may write to the Company Secretary.
During the year under review, there was no instance to
report containing Statement of Deviation(s) or Variation(s) in Further, Thermax Senegal S.A.R.L, a wholly owned In terms of the Listing Regulations, Business Responsibility
subsidiary of the Company, stands liquidated effective and Sustainability Report describing the initiatives taken by
2. Anti-Sexual Harassment Policy/ Internal
share capital as per Regulation 32 of Listing Regulations.
December 14, 2022. Further, Thermax Sustainable Energy the Company from environmental, social and governance Committee
Solutions Limited, wholly owned subsidiary of the Company,
Subsidiaries perspectives is enclosed as Annexure 2 on page no. 96. The Company has in place an Anti-Sexual Harassment
stands liquidated as per the order of The National Company Policy in line with the requirements of the Sexual
In accordance with Section 136 of the Act, the Annual Law Tribunal, Mumbai Bench (NCLT) issued on April 25,
Report of your Company containing inter alia, financial Vigil Mechanism/Whistleblower Policy Harassment of Women at Workplace (Prevention,
2023. Prohibition and Redressal) Act, 2013. All employees
statements and consolidated financial statements, has been The Company has a ‘Whistleblower Policy’ as a part
(permanent, contractual, temporary and trainees)
placed on our website: https://www.thermaxglobal.com/ Further, during the year, the Board of Directors of of the vigil mechanism to deal with instances of fraud
are covered under this policy. To build awareness
annual-reports/ which can be accessed using the the Company have approved proposal / Scheme of and mismanagement, if any. The details of the policy
in this area, the Company has been carrying out
above link. restructuring of Thermax Cooling Solutions Limited, a wholly are provided in the Corporate Governance Report and
online induction/refresher programmes across the
owned subsidiary of the Company. Accordingly, a Scheme also available on the website of the Company: https://
organisation on a periodic basis.
Further, the financial statements of the subsidiaries of Arrangement between Thermax Cooling Solutions www.thermaxglobal.com/wp-content/uploads/2021/08/
have also been placed on our website: https:// Limited (TCSL/Demerged Company) and Thermax Thermax-Ltd.-Whistleblower-Policy-.pdf
www.thermaxglobal.com/subsidiary-annual-report/ Instrumentation Limited (TIL/Resulting Company), wholly

An Internal Committee (IC) has been set up to redress 2021 (SBEB Regulations, 2021). Your Company’s Directors and Key Managerial Personnel Board and Independent Directors’
complaints received regarding sexual harassment Secretarial Auditor, M/s. SVD & Associates, Company Meeting
The Board of Directors of your Company comprises of 9
at the workplace under the provisions of the Sexual Secretaries, Pune, has certified that the Company’s
directors, viz., two non-executive directors, one executive A calendar of meetings is prepared and circulated in
Harassment of Women at Workplace (Prevention, above-mentioned Scheme has been implemented in
director and six independent directors, including one advance to the directors. During the year, six Board
Prohibition and Redressal) Act, 2013. accordance with the SBEB Regulations, 2021.
independent woman director as on March 31, 2023. As per Meetings were convened and held, the details of which are
the Articles of Association of the Company, one-third given in the Corporate Governance Report.
There were no complaints received or disposed of In line with regulation 14 of the SBEB Regulations,
of the Directors, other than Independent Directors and
during the year 2022-23. 2021, a statement giving complete details, as at
Chairperson, are liable to retire by rotation at the AGM of the For the financial year 2022-23 the Independent Director
March 31, 2023, is available on the website of
Company every year. conducted one meeting on February 10, 2023.
Disclosure Pursuant to Section 197(14) the Company: https://www.thermaxglobal.com/
wp-content/uploads/2023/06/ESOP-Disclosure-
of the Companies Act, 2013, and Rules Dr. Ravi Shankar Gopinath was appointed as an Familiarisation Programme
Under-Regulation-14-FY22-23.pdf
made thereunder Independent Director of the Company for a term of 5 (five)
The Company has formulated a policy on ‘Familiarisation
consecutive years commencing from November 10, 2021
The Managing Director and CEO of the Company are not in b) Employee Welfare Trusts Programme for Independent Directors’, which is available
at the 41st AGM and Dr. S. B. Pandit was re-appointed as an
receipt of any remuneration and/or commission from any on the Company’s website: www.thermaxglobal.com.
The Company has various Employee Welfare Independent Director of the Company for a second term of
Holding / Subsidiary Company, as the case may be.
Trusts primarily for providing medical, housing and 5 (five) consecutive years commencing from from May 30,
educational aid to its employees and their families. 2022 at the 41st AGM. Committees of the Board
Details of Trusts formed for the Benefit These trusts presently hold 36,35,190 equity shares of The details of all committees and their terms of reference
of Employees Rs. 2/- each of the Company. None of the trusts had Mrs. Rajani Kesari (DIN: 02384170) was appointed as are set out in the Corporate Governance Report.
a) ESOP Trust any dealings in the secondary market. Independent Director of the Company from November 14,
The Company has a Thermax Employees ESOP &

2018 to November 13, 2023. Considering the performance Key Managerial Personnel
In line with regulation 14 of the SBEB Regulations, evaluation, contribution to the Company during her first term During the year under review, there were no changes in the
Welfare Trust which holds 29,06,250 equity shares of
2021, a statement giving complete details, as at of office, her knowledge, qualification and experience along Key Managerial Personnel of the Company.
Rs. 2/- each of the Company.
March 31, 2023, is available on the website of with skills and expertise she brings on the Board and based
the Company: https://www.thermaxglobal.com/ on recommendations of the Nomination and Remuneration
The trust has not entered into any transaction of buying Remuneration Policy
wp-content/uploads/2023/06/Disclosure-SBEB- Committee, the Board approved the re-appointment of
or selling of shares in the secondary market. The Remuneration Policy details for selection, appointment
Sheet.pdf Mrs. Kesari for a second term of consecutive five years
and remuneration of directors and senior management
commencing from November 14, 2023 to November 13,
Thermax Employee Stock Option Scheme are given in the Corporate Governance Report, and the
2021
Energy Conservation, Technology 2028, subject to approval of shareholders at the ensuing
said policy is available on the Company’s website: https://
With a view to motivate the key workforce, seeking Absorption and Foreign Exchange Annual General Meeting (AGM) of the Company.
www.thermaxglobal.com/wp-content/uploads/2020/03/
their contribution to the corporate growth, to create Earnings and Outgo Policy-on-Selection-and-Appointment-of-Directors-and-
Further, in accordance with the provisions of the Companies
an employee ownership culture, to attract new talents The information on the conservation of energy, technology their-Remuneration.pdf
Act, 2013 and the Company’s Article of Association,
and to retain them for ensuring sustained growth, absorption and foreign exchange earnings and outgo Mr. Pheroz N. Pudumjee (DIN: 00019602), Non-Executive,
your Company has implemented an employee stock stipulated under Section 134(3)(m) of the Companies Act, Non-Independent Director, retires by rotation and being Board Evaluation
option plan namely ‘Thermax Limited Employee Stock 2013, read with Rule 8 of the Companies (Accounts) Rules, eligible offers himself for re-appointment. Based on Pursuant to the provisions of the Companies Act, 2013 and
Option Plan 2021’ (“ESOP 2021”/ “Plan”) covering the 2014, is provided as Annexure 3 on page no.132. the recommendation of Nomination and Remuneration Listing Regulations, the Board has carried out an annual
employees of the Company and its Group Companies Committee, the Board of Directors recommends his evaluation of its performance.
including subsidiary and its associate companies. Corporate Social Responsibility re-appointment. A proposal for his re-appointment forms
The scheme was approved by the shareholders Initiatives part of the Notice of the 42nd AGM of the Company. Board Diversity
through postal ballot on January 13, 2022 with
As a part of its initiatives under Corporate Social The Company recognises and embraces the importance of
requisite majority. The Company has received the necessary declarations from
Responsibility (CSR), the Company has undertaken project a diverse Board for its success. Your Company believes that
in the area of education. The project is in accordance with the above directors as required under the Companies Act,
During the year under review, the Nomination and a truly diverse Board will leverage differences in thought,
Schedule VII of the Companies Act, 2013. Since 2007, 2013 and the Listing Regulations. Further, Mrs. Kesari has
Remuneration Committee (NRC) and the Board of perspective, knowledge, skill, regional and industry
CSR initiatives have been undertaken through Thermax also confirmed that she meets the criteria of independence
experience, cultural and geographical backgrounds, age,
Directors of your Company, have approved grant of as laid down in Section 149(6) of the Companies Act, 2013
Foundation, the details of CSR activities are provided under ethnicity, race and gender that will help in retaining its
stock options to employees under ESOP 2021. and Regulation 25 of the Listing Regulations.
CSR Activities and CSR Policy on page no.135. competitive advantage. The Board Diversity Policy adopted
There were no material changes made in the ESOP by the Board outlines its approach to diversity. The policy is
The details of the CSR Committee and CSR Policy Dr. Valentin Albrecht Herwart (DIN: 00239314) ceased to
available on the website: https://www.thermaxglobal.com/
2021 during the year. The above-mentioned Scheme be Director (Non-Executive, Independent Director) of the
are available on the Company’s website: https:// wp-content/uploads/2021/04/Board-Diversity-Policy.pdf
is in compliance with the SEBI (Share-Based www.thermaxglobal.com/corporate-governance- Company upon completion of his second term at the close
Employee Benefits & Sweat Equity) Regulation, policies-and-disclosures/ of business hours on July 21, 2022.

Directors’ Responsibility Statement other designated persons, which may have a potential Significant and Material Orders Passed Auditors
conflict with the interest of the Company at large.
In terms of Section 134(3)(c) of the Companies Act, by the Regulators or Courts Statutory Auditors
2013, the Directors of your Company, to the best of their
All related party transactions are placed before the Audit There are no significant material orders passed by the M/s. SRBC & Co. LLP, Chartered Accountants, were
knowledge and belief and according to the information and
Committee. Prior omnibus approval of the Audit Committee regulators and courts, which would impact the going appointed as the statutory auditors for a period of five years
explanations obtained by them in the normal course of their
is obtained annually for transactions that are foreseeable concern status of the Company. commencing from the 39th AGM until the conclusion of the
work, state that, in all material respects:
and repetitive. The transactions entered pursuant to the 44th AGM.
omnibus approval so granted along with the statement
a) the preparation of the annual financial statements
In The Insolvency And Bankruptcy Code, In accordance with the Companies Amendment Act, 2017,
giving details of all related-party transactions are placed
for the year ended March 31, 2023, the applicable 2016
before the Audit Committee for their approval on a quarterly enforced on May 7, 2018, by the Ministry of Corporate
accounting standards have been followed along with
basis. Your Board confirms that there is no proceeding pending Affairs, the appointment of statutory auditors is not required
proper explanation relating to material departures, if any;
to be ratified at every AGM.
under the Insolvency and Bankruptcy Code, 2016.
Pursuant to the latest amendments by the SEBI, the
b)
Appropriate accounting policies have been selected,
Company has adopted the revised policy on Related As required under the Listing Regulations, M/s. SRBC & Co.
applied consistently and judgment and estimates have There was no instance of one-time settlement with any Bank
Party Transactions which is available on the Company’s LLP, the auditors have confirmed their eligibility and they
been made that are reasonable and prudent to give a or Financial Institution during the year under review.
website: https://www.thermaxglobal.com/wp-content/ hold a valid certificate issued by the Peer Review Board of
true and fair view of the state of affairs of the Company
uploads/2023/03/RPT-Policy.pdf the Institute of Chartered Accountants of India.
as on March 31, 2023, and of the profit of the Company Internal Audit
for the year ended on that date; The details of total fees for all services paid by the Company
None of the directors have any pecuniary relationships or The internal audit at Thermax Group is carried out by the
transactions vis-à-vis the Company except as disclosed and its subsidiaries, on a consolidated basis, to the
c)
Proper and sufficient care has been taken for the in-house Internal Audit Department with co-sourcing
under Sr. No. 2 of the Corporate Governance Report. statutory auditors are set out in the Corporate Governance
maintenance of adequate accounting records in support. For scope determination, planning the audit and
Report.
accordance with the provisions of the Companies conducting reviews, the Internal audit department has
Act, 2013 for safeguarding the assets of the Company Standalone and Consolidated Financial
been consistently following an audit cycle of July to June The Auditor’s Report does not contain any qualifications,
and for preventing and detecting fraud and other Statements reservations, adverse remarks or disclaimer.
every year, which ensures review of transactions included
irregularities; The financial statements for the year ended March 31, 2023,
in financial year April to March. The internal audit is risk
have been prepared as per Schedule III to the Companies Cost Auditors
d)
The annual financial statements have been prepared based with a focus on controls for management of risks.
Act, 2013, as amended from time to time. The consolidated
on a going concern basis; The Directors consider this approach to meet the desired In terms of Section 148 of the Companies Act, 2013, read
financial statements of the Group are prepared in
purpose of Internal Audit. with the Companies (Cost Records and Audit) Rules, 2014,
compliance with the Accounting Standards and Listing
e)
Proper internal financial controls were in place and M/s. Dhananjay V. Joshi & Associates, Cost Accountants,
Regulations. The cash flow for the year is attached to the
the financial controls were adequate and operating Pune, have been appointed as the cost auditors of the
balance sheet. A separate statement containing the salient Internal Financial Control Systems and
effectively; and Company for FY 2022-23.
features of subsidiaries and joint ventures in the prescribed their Adequacy
Form (AOC-1) is available on page no. 244.
f)
Proper systems to ensure compliance with the The details in respect of internal financial control and their The maintenance of cost records as specified under
provisions of all applicable laws were in place and were Section 148 of the Act is applicable to the Company, and
Public Deposits adequacy are included in the Management Discussion and
accordingly, all the cost records are made and maintained
adequate and operating effectively. Analysis section, which is a part of this report.
During the year, your Company has not accepted deposits by the Company and audited by the cost auditors.
Please refer to the Internal Controls section of the from the public, and as such no principal or interest was
Management Discussion and Analysis for further details. outstanding as on March 31, 2023, as per the provisions of Risk Management The Cost Auditor’s Report does not contain any
the Companies Act, 2013 and the Rules framed thereunder. The Board of Directors of the Company have formed a qualifications, reservations, adverse remarks or disclaimer.
Details Regarding Frauds Reported by Risk Management Committee to assess the risks facing
Auditors Under Section 143(12)
Particulars of Loans, Guarantees or the business and the mitigation measures taken thereof. Secretarial Audit
Investments The committee is responsible for assisting the Board in In accordance with the provisions of Section 204 of the
During the year under review, there were no frauds reported
by the auditors of the Company to the Audit Committee or The details of loans, guarantees and investments covered understanding existing risks and reviewing the mitigation Companies Act, 2013, and the Companies (Appointment
the Board under section 143(12) of the Act. under the provisions of Section 186 of the Companies Act, and Remuneration of Managerial Personnel) Rules, 2014,
and elimination plans for those. The Audit Committee
2013, are given in the notes to the financial statements. the Company has appointed M/s. SVD & Associates,
has additional oversight in the area of financial risks and
Company Secretaries, Pune, to undertake the secretarial
Related Party Transactions controls. The major risks identified by the businesses
Pursuant to the provisions of Section 67(3)(c) of the audit of the Company for FY 2022-23. The Secretarial Audit
All related party transactions entered into during the Companies Act, 2013, and rules made thereunder, and functions are systematically bifurcated between the Report for FY 2022-23 is attached as Annexure 5 on
financial year were at arm’s length basis and were in the the Company has not given any loan to persons in the committees of the Board and addressed through mitigating page no. 137.
ordinary course of business. There were no materially employment of the Company including its Directors or Key actions on a continued basis.
significant related party transactions made by the Company Managerial Personnel, in order to purchase or subscribe The Secretarial Audit Report does not contain any
with promoters, directors, key managerial personnel or shares of the Company. qualifications, reservations, adverse remarks or disclaimer.

Annual Return Acknowledgements Annexure-A to the Directors’ Report

The Annual Return of the Company for the financial year Your Directors place on record their appreciation for Information Required Under Section 197(12) of the Companies Act, 2013 Read
2022-23 to be filed with Registrar of Companies is available the continued support extended during the year by the
on website of the Company at https://www.thermaxglobal. Company’s customers, business associates, suppliers,
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
com/wp-content/uploads/2023/06/Thermax-MGT-7-web. bankers, investors and government authorities. They also Personnel) Rules, 2014
pdf. place on record their appreciation for the dedication and
value-added contribution made by all the employees. A. R
atio of remuneration and details of percentage increase in the remuneration of each
Since the Annual General Meeting is proposed to be held Director and KMP in the financial year 2022-23 are as follows:
on August 1, 2023, the Company shall upload final copy of Your Directors would also like to thank all the shareholders
Name DIN Designation Increase/ Ratio of
the Annual Return for FY 2022-23, once the same is filed for continuing to repose faith in the Company and its future.
Decrease Remuneration of
with the Registrar of Companies. (%) Director to the
For and on behalf of the Board, Median
Awards and Recognition Remuneration for
Meher Pudumjee 2022-23 (MRE)
Your Company is proud to have received various awards
Chairperson Meher Pudumjee 00019581 Chairperson and 11.72% 6.21
during the year. Details of the awards received during the
(DIN: 00019581) Non-Executive Director
year are given on page no. 59.
Pune, May 17, 2023
Dr. Valentin A. H. von Massow 00239314 Independent Director NA* NA*
Pheroz Pudumjee 00019602 Non-Executive Director 15.93% 3.84
Dr. Jairam Varadaraj 00003361 Independent Director 22.50% 3.30
Nawshir Mirza 00044816 Independent Director 23% 5.53
Harsh Mariwala 00210342 Independent Director 30% 3.36
Dr. S. B. (Ravi) Pandit 00075861 Independent Director 25.58% 3.03
Rajani Kesari 02384170 Independent Director 29.5% 2.91
Dr. Ravi Gopinath 00803847 Independent Director NA* NA*
Ashish Bhandari 05291138 Managing Director and CEO 9% 101.46
Rajendran Arunchalam NA Group CFO 14.87% 20.01
Janhavi Khele NA Company Secretary NA* NA*
(Appointed w.e.f. September 1, 2021)
Note -
*The % increase of remuneration is provided only for those directors and KMP who have drawn remuneration from the Company for full fiscal
2023 and full fiscal 2022. The ratio of remuneration to MRE is provided only for those directors and KMP who have drawn remuneration from
the Company for the full fiscal 2023. Remuneration paid at actual basis is considered for above computation.
The median remuneration of the Company for all its employees is 8,90,014 for the financial year 2022-23. For calculation of median
remuneration, the employee count taken is 3,680 for FY 2022-23.
B. Percentage increase in the Median Remuneration of all employees in the financial year
2022-23
FY21-22 FY22-23 % Change
Percentage increase in the median remuneration of all 8,77,209 8,90,014 1.46
employees

C. Average percentile increase already made in the salaries of employees other than the Annexure-1 to the Directors’ Report
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
Corporate Governance Report
are any exceptional circumstances for increase in the managerial remuneration:
1. Thermax’s Philosophy on Corporate 2. Board of Directors
Particulars Average percentage increase /
(decrease) in salaries for FY 2023*
Governance A. Composition of the Board
(%)
Thermax believes in following, in letter and spirit, The Company believes that its Board needs to have
Employees 17 high standards of corporate governance so as an appropriate mix of executive, non-executive and
to have a positive impact on its stakeholders – independent directors to maintain its independence,
Managerial Remuneration 9
customers, shareholders, employees, vendor and separate its functions of governance and
*Remuneration considered is at actual basis partners and business associates, larger community
management. The Board of your Company
and governments of countries where it operates.
comprises 9 directors – one non-executive and
D. Affirmation It upholds the core tenets of corporate governance for
non-independent chairperson, one non-executive and
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is sustainable growth and financial performance.
non-independent director, one executive director and
affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the In order to enhance and retain the trust of its six non-executive independent directors (including
Company’s Policy on nomination, remuneration & evaluation. stakeholders, your Company is committed to ethical one woman independent director). This is in conformity
business conduct, integrity and commitment to values, with the requirement of Regulation 17 of the SEBI
transparency and accountability which are essential (Listing Obligations and Disclosure Requirements)
features of effective corporate governance. Regulations, 2015 (“Listing Regulations”). The Board
Empowered by the Board, your Company’s key periodically evaluates the need for change in its size
management officials implement policies and and composition.
guidelines related to corporate governance.
None of the directors on the Board holds directorships
Our corporate governance framework is guided by our
in more than 10 public companies or serves as a
core values and is based on the below principles.
Director or as Independent Director (ID) in more than
The three elements of ESG (Environment, Social, seven listed entities. No executive director serves as
Governance) are at the heart of what Thermax an ID in more than three listed entities.
stands for. It has been practised for many years, and
the Company will continue to strengthen itself as it Directors have disclosed Committee positions held in
becomes greener, embodies Social Compact and other public companies as on March 31, 2023.
upholds our standards of governance in all that it does.
Transparency
Product and and
Service Disclosure
Quality
Supervision
and Internal
Controls
Accounting
Fidelity Corporate
Governance
at Thermax Risk
Management
Environment,
Social,
Governance Internal and
External
High Communication
Standards of
Safety

he table below gives the composition of the Board and the directorships held by each of the directors of the Company at
T C. Number of Meetings of the Board held during the year and the dates of Meetings
the end of Financial Year 2022-23. The Board met six times during the financial year 2022-23 on the following dates:
Pecuniary or Business Committee Position # Number of
Number of
Name of the Director Relationship with the Shares held in
Directorships @ Chairperson Member Members Board Meetings
Company the Company
May 20, August 2, October 6, November February 7 February 8
NON-EXECUTIVE PROMOTER
2022 2022 2022 11, 2022 & 8, 2023 & 9, 2023
Meher Pudumjee None except* 2 0 1 -
Meher Pudumjee P P P P P P
Pheroz Pudumjee None 1 1 2 6,000
Pheroz Pudumjee P P P P P P
INDEPENDENT
Dr. Valentin A. H. von Massow P NA NA NA NA NA
Dr. Jairam Varadaraj None 7 0 3 -
Dr. Jairam Varadaraj P P P P P P
Nawshir Mirza None 2 2 2 189
Nawshir Mirza P P P P P P
Harsh Mariwala None 6 0 1 -
Harsh Mariwala P P P P P P
Dr. S. B. (Ravi) Pandit None 2 0 1 -
Dr. S. B. (Ravi) Pandit P P P P P P
Rajani Kesari None 2 0 2 -
Rajani Kesari A P P P P A
Dr. Ravi Gopinath None 1 0 0 -
Dr. Ravi Gopinath P P P P P P
EXECUTIVE
Ashish Bhandari P P P P P P
Ashish Bhandari N.A. 4 0 1 -
Note - Dr. Valentin A. H. von Massow ceased to be a Director with effect from close of business hours on July 21, 2022.
@ Includes only listed companies (including Thermax Limited) and unlisted public companies
The maximum time gap between any two sequential meetings was not more than 120 days.
# Includes only Audit Committee and Stakeholders’ Relationship Committee
*The Company has paid Rs. 71,33,229/- as rent (including electricity charges and society maintenance charges) for premises taken on lease
and given security deposit of Rs. 53,00,000/- to Anu Aga (promoter and relative of Meher Pudumjee, Chairperson of the Company).
D. Confirmation and Certification from Practising Company Secretary
On an annual basis, the Company obtains from each director, details of the Board and Board Committee positions
B. Attendance and Remuneration of each Director during the Financial Year 2022-23 in other companies, and changes, if any, regarding their directorships. The Company has obtained a certificate from
M/s. SVD & Associates, Practising Company Secretary, Pune, confirming that none of the Directors on the Board of
Whether Total the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the
Salary
Attended Last Attendance Total Securities and Exchange Board of India and Ministry of Corporate Affairs or any such authority and the same forms part
Name of the Director Sitting Fees* and Commission †
AGM held on at Board Remuneration
Perquisites of this report. Please refer page no. 94 of this Report for the certificate.
August 2, 2022 Meetings
(Amount in Rs.)
E. Details of Directorships held in Listed Entities as on March 31, 2023
Meher Pudumjee Yes 6 9,30,000 NA 46,00,000 55,30,000
Dr. Valentin A H von NA 1 1,30,000 NA 33,86,000 35,16,000 Sr. Name of Director Name of Listed Entity Category
Massow# No.
Pheroz Pudumjee Yes 6 11,20,000 NA 23,00,000 34,20,000 1. Meher Pudumjee Thermax Limited Chairperson & Non-Executive Director
Pidilite Industries Limited Independent Director
Dr. Jairam Varadaraj Yes 6 11,40,000 NA 18,00,000 29,40,000
2. Pheroz Pudumjee Thermax Limited Non-Executive Director
Nawshir Mirza Yes 6 11,20,000 NA 38,00,000 49,20,000
3. Ashish Bhandari Thermax Limited Managing Director & CEO
Harsh Mariwala Yes 6 6,90,000 NA 23,00,000 29,90,000
4. Nawshir Mirza Thermax Limited Independent Director
Dr. S B. (Ravi) Pandit Yes 6 9,00,000 NA 18,00,000 27,00,000
5. Dr. Jairam Varadaraj Elgi Equipments Limited Managing Director
Rajani Kesari Yes 4 7,90,000 NA 18,00,000 25,90,000
Precot Limited (erstwhile Precot Meridian Limited)
Dr. Ravi Gopinath Yes 6 7,20,000 NA 7,50,000 14,70,000
Magna Electro Castings Limited Independent Director
Ashish Bhandari Yes 6 NA 5,90,88,230 3,12,00,000 9,02,88,230 Thermax Limited
NA = Not applicable Elgi Rubber Company Limited Non-Executive Director
* Sitting fees also include payments for Board-appointed committee meetings 6. Harsh Mariwala Marico Limited Chairman & Non-Executive Director
† Amount paid at actual basis is considered for commission. Kaya Limited Chairman & Managing Director
Zensar Technologies Limited
#
Dr. Valentin A. H. von Massow ceased to be a Director with effect from close of business hours on July 21, 2022
JSW Steel Limited Independent Director
The Non-Executive Directors are entitled to reimbursement of expenses incurred in the performance of duties as Directors. Thermax Limited
Further, as per Employee Stock Option Scheme, 2021, the MD & CEO is eligible for stock options, details of which are given 7. Dr. S.B. (Ravi) Pandit KPIT Technologies Limited Chairperson & Non-Executive Director
in the statement placed on website of the Company as per Regulation 14 of SEBI (Share Based Employee Benefits and Thermax Limited Independent Director
Sweat Equity) Regulations, 2021 at https://www.thermaxglobal.com/wp-content/uploads/2023/06/ESOP-Disclosure- 8. Rajani Kesari Thermax Limited Independent Director
Under-Regulation-14-FY22-23.pdf 9. Dr. Ravi Gopinath Thermax Limited Independent Director

F. Disclosure of the Relationship Between segments are made at the Board retreat. The details M. Board Support/ Assistance N. Core Skills/Expertise/Competencies
Directors inter se of such familiarisation programme for independent The Board is regularly provided information with available with the Board
directors are available on the Company’s website respect to Strategic, Operational, Finance and
None of the directors other than Meher Pudumjee and The Board ensures that the expertise, knowledge,
and can be accessed at: https://www.thermaxglobal. Environmental, Social and Governance (ESG) related
Pheroz Pudumjee are related to each other. experience and competencies needed to effectively
com/wp-content/uploads/2023/05/ matters. With a view to leverage technology and steer the Company are represented on the Board.
Familiarisation-Programme-of-Independent- reduce paper consumption, the Company has adopted
G. Disclosure of interest by Senior Directors-2022-23.pdf
The approach for selection and appointment of Directors
a web-based application for circulating Board/ on the Board ensures that their specific skills, knowledge
Management
Committee agenda and pre-reads to its directors. and experience fulfill a particular skill – set requirement
In terms of regulation 26(5) of the Listing Regulations, J. Board Independence The Directors of the Company receive the agenda and of the Board. It is acknowledged that not all Directors
the Senior Management of the Company have made Our definition of ‘independence’ of directors is derived pre-reads in electronic form through this application, will have every necessary skill, but the Board as a whole
disclosures to the Board confirming that there are from Section 149(6) of the Companies Act, 2013 and which can be accessed through browsers or other must have them, as also that the expertise, knowledge
no material financial and commercial transactions Regulation 16 of Listing Regulations. The independent electronic devices. The application meets high and experience required for the Board will change as
between them and the Company which could have directors provide an annual confirmation that they standards of security and integrity that are required for the organisation evolves and grows. The Company’s
potential conflict of interest with the Company at large. meet the criteria of independence. Based on the storage and transmission of Board/Committee agenda aim has always been for an all-inclusive and sustainable
confirmations/disclosures received from the Directors and pre-reads in electronic form. growth while addressing the Environmental, Social, and
H. Resignation of Independent Director(s) and on evaluation of the relationships disclosed, the Governance (ESG) aspects.
During the year under review, none of the Independent Board confirms that the independent directors fulfil the
Directors of the Company had resigned before the conditions as specified under Schedule V of the Listing
expiry of their respective terms(s). Regulations and are independent of the management. In terms of requirement of Listing Regulations, the Board has identified the following core skills/expertise/
competencies of the Directors in the context of the Company’s business for effective functioning as given below:
I. Familiarisation Programme imparted to All Independent Directors have confirmed that they
Key Board Qualifications / Skills / Expertise
Independent Directors have obtained registration certificate pursuant to
Director Industry Leadership Expertise & Strategy Board Mergers & Exposure Sales & Technology
provisions of Section 150(3) of the Companies Act, Knowledge Experience in & Governance Acquisitions in Policy Marketing
Through the familiarisation programme, the Company
2013, read with Rule 6 of the Companies (Appointment Finance Planning Shaping
intends to achieve the following objectives: and
and Qualification of Directors) Amendment Rules,
Industry
To apprise the directors about the business 2020 from the Indian Institute of Corporate Affairs. Advocacy
model, corporate strategy, nature of the industry, Meher
  -   - - - -
business plans and operations of the Company K. Independent Directors’ Meeting Pudumjee
In compliance with regulation 25(3) of Listing Pheroz

To familiarise them with the Company’s financial      - -  
Pudumjee
performance, annual budgets, internal control Regulations, during the year under review, the
independent directors met on February 10, 2023, Harsh
processes and statutory compliances -      -  -
Mariwala
inter alia to review the performance of the Board,
To apprise them about their roles and the Chairperson and Non-Independent Directors Nawshir Mirza         -
responsibilities in the Company of the Company. They also reviewed the quality, Dr. S.B. (Ravi)
Pandit
-      -  
To familiarise them with the Company’s vision, quantity, timelines and flow of information between the
values, ethics, and corporate governance management and the Board. Dr. Jairam
Varadaraj
        
practices
L. Board Evaluation Rajani Kesari       - - 
The independent directors are provided with necessary
As a part of the annual Board evaluation, detailed Dr. Ravi
documents, business model, annual budgets,   -      
questionnaires were circulated to all the Directors. Gopinath
investment and exposure limits, compliance report(s)
The Nomination and Remuneration Committee (NRC) Ashish
of all laws applicable to your Company, significant         
Bhandari
developments, reports and internal policies to enable evaluated the Board’s performance and that of its
them to familiarise themselves with the Company’s committees. The chairperson of each Committee
businesses, procedures and practices. shared the outcome of the evaluation process. 3. Board Committees
The Board conducted an evaluation of Independent In compliance with the Companies Act, 2013 and Listing Regulations, the Board has constituted 5 mandatory and one
Periodic presentations are made at the Board and Directors, which included the performance of non-mandatory committee. The members of the committees are co-opted by the Board. The Board formulates the
Committee meetings on business and performance directors and fulfilment of criteria as specified in SEBI terms of reference and charter of the Committees as per the relevant statutory provisions for effective functioning of
updates of the Company, global business (LODR) (Amendment) Regulations, 2018, and their these Committees. The minutes of the meetings of all Committees are placed before the Board for noting.
environment, business strategy and risks involved. independence from the management, where the
Detailed presentations on the Company’s business independent directors did not participate.

The composition of the Board Committees is as under: The constitution of the Committee meets the Conducting the valuation of any undertaking or
requirements of Section 177 of the Companies Act, asset of the Company
Board Committees* 2013 and Regulation 18 of the Listing Regulations. Structuring the internal audit function and
All Members of the Committee are financially literate approving the appointment of the Chief Internal
and have financial management expertise. Auditor
Audit Committee Nomination and Stakeholders’ Corporate Social Bringing to the notice of the Board any lacunae in
Nawshir Mirza Remuneration Relationship Responsibility The Committee reviews various aspects of internal the code of conduct
Pheroz Pudumjee Committee Committee Committee controls, internal auditors’ reports on a regular basis.
Dr. Jairam Varadaraj Harsh Mariwala Pheroz Pudumjee Meher Pudumjee The Committee also reviews information as per Reviewing with the CEO and the CFO of the
Rajani Kesari Dr. Jairam Varadaraj Meher Pudumjee Nawshir Mirza Regulation 18 of the Listing Regulations. Company the underlying process followed by
Dr. S.B. (Ravi) Pandit Ashish Bhandari Dr. S. B. (Ravi) Pandit them in their annual certification to the Board
Meher Pudumjee Dr. S. B. (Ravi) Pandit The internal auditor presents to the Committee, Approving the appointment of the CFO
observations and recommendations arising out
of internal audits and also on issues having an Recommending to the Board the appointment
impact on the control system and compliance. and remuneration of the secretarial and cost
The Chief Financial Officer, Chief Internal Auditor auditors
Risk Management Strategic Business and the representatives of the Statutory Auditors are Reviewing the utilisation of loans and/or advances
Committee Development permanent invitees and attend all the meetings of from/investment by the holding Company in the
Nawshir Mirza Committee the Committee. The Company Secretary acts as the subsidiary exceeding Rs. 100 crore or 10% of the
Dr. Jairam Varadaraj Dr. Ravi Shankar Secretary to the Committee. asset size of the subsidiary, whichever is lower,
Pheroz Pudumjee Gopinath including existing loans/advances/investments
Rajani Kesari Meher Pudumjee The Board has approved the charter of the Audit
Pheroz Pudumjee Committee defining its role, responsibilities, powers Reviewing compliance with the provisions of the
Ashish Bhandari and processes as amended pursuant to the Listing SEBI (Prohibition of Insider Trading) Regulations,
Dr. Jairam Varadaraj Regulations. The Board at its meeting held on 2015
Dr. S. B. (Ravi) Pandit
February 7, 2023 ammended the terms of reference of Verifying that the internal control system to
the Audit Committee. The updated Terms of Reference prevent insider trading is adequate and working
*During the year under review, the Board of Directors dissolved the International Investment Committee (IIC) on May 9, 2022. and Charter are available on the Company’s website: effectively
https://www.thermaxglobal.com/wp-content/ Reviewing various risks identified as part of the
A. Audit Committee uploads/2023/02/TL-Audit-Committee-Charter.pdf risk register of the Company, which are within the
The Audit Committee (“the Committee”) comprises of three Independent Directors and one Non-Executive Director as scope of the Committee
The broad terms of reference include:
on March 31, 2023:
Overseeing the processes that ensure the Review and comment on rationale, cost-benefits
1. Nawshir Mirza - Chairman integrity of financial statements and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity
2. Pheroz Pudumjee Overseeing the processes for compliance with and its shareholders.
laws and regulations to ensure their effectiveness
3. Dr. Jairam Varadaraj Carrying out any other role or function as
Approving transactions with related parties mentioned in the Charter of the Audit Committee
4. Rajani Kesari
Enquiring into reasons for any default by the and as prescribed under the Companies Act,
The Committee met six times during the Financial Year 2022-23 and the gap between any two meetings did not Company in honouring its obligations to its 2013, the SEBI (Listing Obligation and Disclosure
exceed 120 days. creditors and members Requirements), 2015 including any amendments
Overseeing the quality of internal accounting and thereof
Attendance details of the Committee are as follows:
other controls In addition, the powers and role of the Audit Committee
Audit Committee Meetings are as laid down under Section 177 ofthe Act and
Overseeing the quality of financial reporting
Name of the Member Committee Meeting Dates Held Attended % of Regulation 18 and Schedule II Part C of the Listing
process, including the selection of accounting
April 13, May 19, August 1, September November February During the Attendance
policies Regulations.
2022 2022 2022 8, 2022 10, 2022 7, 2023 Tenure
Nawshir Mirza Ensuring the independence of the auditor B. Nomination & Remuneration Committee
6 6 100%
Recommending to the Board the appointment The Nomination and Remuneration Committee (“the
Pheroz Pudumjee 6 6 100%
and remuneration of the auditors Committee”) comprises of three Independent Directors
Dr. Jairam Varadaraj A 6 5 83% and one Non-Executive Director as on March 31, 2023:
Scrutinising inter-corporate loans and
Rajani Kesari A 6 5 83% investments 1. Harsh Mariwala - Chairman
2. Dr. Jairam Varadaraj
Monitoring the end use of funds raised through
public offers, if any 3. Dr. S.B. (Ravi) Pandit
4. Meher Pudumjee

The Committee met three times during the Financial Year 2022-23 Details of Remuneration: The Committee may recommend payment of
Revision in payment of sitting fees to commission on a uniform basis or may recommend
Attendance details of the Committee are as follows: higher commission to directors who are the chairman
Non-Executive Directors
of the Board or other committees, taking into
Nomination & Remuneration Committee Meetings Based on the recommendations of the Nomination and consideration the higher responsibilities taken by them.
Name of the Member Committee Meeting Dates Held During Attended % of Remuneration Commission, the Board of Directors
May 19, November 1, February 6, the Tenure Attendance
approved revision in payment of sitting fees to Furthermore, as per the policy, the Committee, while
2022 2022 2023 non-executive directors with effect from May 2022 as determining the quantum of commission, may consider
Harsh Mariwala 3 3 100% under: membership of the directors on the committees and
Dr. Jairam Varadaraj 3 3 100% their attendance at various meetings.
Type of Meeting Sitting fees per
Dr. Valentin A.H. von Massow* NA NA 1 1 100% Meeting Attended
(Rs.) Based on the above and the recommendation of the
Dr. S.B. (Ravi) Pandit# NA 2 2 100%
Board Meeting (including Board 1,00,000 Committee, the Board has approved the payment of
Meher Pudumjee 3 3 100% remuneration to the directors.
Retreat)
*Dr. Valentin A. H. von Massow ceased to be a Director and Member of the Committee from close of business hours on July 21, 2022. Audit Committee 50,000
Managing Director & CEO
Risk Management Committee 30,000
Further, Dr. S.B. (Ravi) Pandit was appointed as a Member of the Committee effective August 2, 2022.
#
The Company’s Board at present comprises
Nomination & Remuneration 30,000
one Executive Director, Ashish Bhandari, who
The constitution of the Committee meets the Lay down criteria for selecting new Non-Executive Committee
was appointed as the Managing Director &
requirements of Section 178 of the Companies Act, Directors (NEDs) based on the requirements of Corporate Social Responsibility 30,000
CEO effective September 1, 2020, for a period
2013 and Regulation 19 of the Listing Regulations. the organisation Strategic Business Development 30,000
of five years. His remuneration is governed
Committee
Carry out evaluation of the performance of by the original agreement dated February 4,
The Chairman of the Committee was present at the Stakeholders Relationship 10,000
NEDs and define the system for linking it to their 2020 and amended during the financial year
41st Annual General Meeting held on August 2, 2022. Committee
remuneration 2022-23 with the Company, which has been
The Committee oversees key processes through which
approved by the Board of Directors and the
the Company recruits new members to its Board and Review the succession plan for those NED Non-Executive Directors
positions that are likely to be vacant during the year shareholders at 41st AGM held on August 2, 2022.
the processes through which the Company recruits, In recognition of the contribution by the NEDs,
The remuneration broadly comprises fixed and
motivates and retains outstanding senior management Recommend to the Board, the appointment and especially in adherence to the corporate
governance policies and practices, the Board had variable components, i.e. salary, allowances,
as well as the Company’s overall approach to human removal of directors
adopted guidelines to remunerate the directors by perquisites and other benefits. The variable
resources management.
Review and approve the annual compensation of way of commission. component comprises a performance bonus.
the organisation, including a benchmarking with As per the terms of Agreement, notice period is
The broad terms of reference of the Committee are:
other companies The Committee of the Board has framed of three months and there is no compensation for
Evaluate the performance, including the extension a policy on selection and appointment of loss of office. The Committee has recommended
Ensure periodic meetings of the senior
of contracts of Executive Directors (EDs). directors and their remuneration. Based on the a remuneration policy for appointment of directors
management with the directors
The NRC would set the performance measures of recommendation of the NRC, the Board has and their remuneration which has been approved
EDs and evaluate their performance annually Initiate and review employee engagement surveys by the Board. As per the policy, while determining
approved the policy, which forms the basis for the
Recommend the remuneration for the EDs based Review and approve the code of conduct for the remuneration of directors for the Financial Year remuneration payable to the Managing Director &
on evaluation Company 2022-23. The policy broadly consists of: CEO, the following factors are considered:
Evaluate the performance of senior management Review and approve the disclosures of the - Criteria for selection and appointment of a. The clarity of the relationship between
(one level below the EDs), including their Committee in the Annual Report directors and their remuneration remuneration and performance
employment extensions Formulate policies and framework related
- Method of performance evaluation b. Balance between fixed and incentive pay
Recommend the remuneration of the senior to human resources, including diversity and
Environment Social Governance (ESG) reflecting short and long-term performance
management based on the evaluation As per the policy, the non-executive directors, apart objectives, appropriate to the working of the
Evaluate the need for EDs and recommend their Responsible for all human resources – white and from receiving sitting fees for attending Board/ Company and its goals
appointment blue collar Committee meetings, will be entitled to receive
a commission on the net profits of the Company. c. Responsibilities required to be shouldered by
Identify all critical positions in the Company Review various risks identified as part of the risk
The Policy on Selection and Appointment of the Managing Director & CEO as per industry
among the EDs and senior management and register of Company, which are within the scope
Directors and their Remuneration as approved by benchmarks and current trends
review progress of succession plans of the Committee
the Board is available on the Company’s website d. Performance of the Company vis-à-vis the
Recommend to the Board, the policy relating Administer, monitor and formulate detailed terms at: https://www.thermaxglobal.com/wp-content/ annual budget and individual performance
to the remuneration of directors and key and conditions of the Employees’ Stock Option uploads/2020/03/Policy-on-Selection-and- vis-à-vis the KRAs / KPIs
management personnel Schemes under the plans and applicable laws Appointment-of-Directors-and-their-Remuneration.pdf

C. Stakeholders’ Relationship Committee Summary of complaints for FY 2022-23

The Stakeholders’ Relationship Committee (“the Committee”) comprises one independent director and two Nature Opening Received Resolved Closing
non-executive directors and an executive director as members as on March 31, 2023: Balance Balance
1. Pheroz Pudumjee - Chairman Non-receipt of dividend Nil 2 2 Nil
Non-receipt of share certificate after transfer/ Nil 0 0 Nil
2. Meher Pudumjee consolidation/transmission exchange/split/merger
3. Ashish Bhandari Letters from statutory authorities Nil 0 0 Nil
Total Nil 2 2 Nil
4. Dr. S.B. (Ravi) Pandit
The Committee met four times during the Financial Year 2022-23.
Shares Transferred to IEPF The Committee met twice during the Financial Year
Attendance details of the Committee are as follows: In accordance with the provisions of Sections 124 and 2022-23 on April 6, 2022, and October 4, 2022,
125 of the Companies Act, 2013 and Investor Education where all the members were present at the meeting.
Stakeholders’ Relationship Committee Meetings
and Protection Fund (Accounting, Audit, Transfer Also, during the year the Committee Members made a
Name of the Member Committee Meeting Dates Held During Attended % of
and Refund) Rules, 2016 (IEPF rules), dividends not visit to few of the CSR sites of the Company.
May 5, July 29, October 31, January 30, the Tenure Attendance
encashed/claimed within seven years from the date
2022 2022 2022 2023
of declaration are to be transferred along with relevant The Chairman of the Committee was present at the 41st
Pheroz Pudumjee 4 4 100% shares, to the Investor Education and Protection Fund Annual General Meeting held on 2nd August, 2022.
Meher Pudumjee 4 4 100% (IEPF) authority.
Ashish Bhandari 4 4 100% The constitution of the Committee meets the
Members can claim such transferred dividend/shares requirements of Section 135 of the Companies Act,
Dr. S.B. (Ravi) Pandit 4 4 100% from the IEPF authority. 2013.
The constitution of the Committee meets the To review various measures and initiatives taken In accordance with the IEPF rules and its amendments,
The broad terms of reference of this Committee are:
requirements of Section 178 of the Companies Act, by the listed entity for reducing the quantum of the Company has sent notices to all the shareholders
2013 and Regulation 20 of the Listing Regulations. unclaimed dividends and ensuring timely receipt of whose shares were due to be transferred to IEPF Formulate and recommend a CSR policy to the
dividend warrants/annual reports/statutory notices authority. Simultaneously, an advertisement was Board
The Chairman of the Committee was present at the 41st by the shareholders of the Company published in the newspapers.
Annual General Meeting held on August 2, 2022. Recommend the amount of expenditure to be
To do all such acts, things or deeds as may be In terms of the provisions of IEPF Rules a total of incurred on different CSR activities
The broad terms of reference of the Committee are: necessary or incidental to the exercise of the above 4,758 shares of 20 shareholders of the Company were Institute a transparent monitoring mechanism for
powers transferred on September 29, 2022 to the IEPF. the implementation of CSR projects or programmes
To approve and register transfer and/or
or activities undertaken by the Company
transmission of shares The Committee reviews the performance of KFin Compliance Officer / Contact Details
Technologies Limited, the Company’s Registrar Janhavi Khele Review the CSR policy of the Company every two
To approve dematerialisation and rematerialisation and Transfer Agent (RTA) and also recommends Company Secretary and Compliance Officer or three years
of the Company’s shares measures for overall improvement for better investor Thermax Limited
services. The Committee specifically looks into Thermax House, E. Risk Management Committee
To affix or authorise affixing of the common seal of complaints of shareholders and investors pertaining to 14 Mumbai-Pune Road Wakdewadi, Pune 411003
the Company on the share certificates The Risk Management Committee (“the Committee”)
transfer/transmission of shares, non-receipt of share Email: Cservice@thermaxglobal.com
comprises of three independent directors and a
certificates, non-receipt of dividend, etc. Phone No: (020) 66051200
To look into the shareholders/investors/debenture non-executive director as on March 31, 2023:
holders/security holders grievances and redress Procedure of Share Transfer/Transmission D. Corporate Social Responsibility (CSR) 1. Nawshir Mirza - Chairman
them and Transposition
Committee 2. Pheroz Pudumjee
The Board has empowered the Stakeholder
To review measures taken for effective exercise of Relationship Committee to, inter alia, approve share The CSR Committee (“the Committee”) comprises
3. Dr. Jairam Varadaraj
voting rights by shareholders transfers, transmission, transposition, dividend of two independent directors and a non-executive
payments and all other investor-related activities. director as members as on March 31, 2023: 4. Rajani Kesari
To review adherence to the service standards
1. Meher Pudumjee - Chairperson
adopted by the listed entity with respect to various Further, the Stakeholder Relationship Committee has The Committee met four times during the Financial
services being rendered by the Registrar & Share 2. Nawshir Mirza Year 2022-23. The gap between two meetings did not
delegated powers to the director(s) / officials of the
Transfer Agent Company to deal with the Investor Service Requests 3. Dr. S.B. (Ravi) Pandit exceed 180 days.
received by the Company or its RTA.

Attendance details of the Committee are as follows: The broad terms of reference of the Committee are: B. Postal Ballot
Risk Management Committee Meeting Review and recommend corporate strategy, During the financial year 2021-22, the Company
Name of the Member Committee Meeting Dates Held During Attended % of including corporate brand and M&A had sought the approval of the shareholders
April 13, September October 4, March 31, the Tenure Attendance Selectively review and direct SBU, subsidiary and by way of a special resolution through notice of
2022 8, 2022 2022 2023 JV level strategies as well as selective SBU plans postal ballot dated November 10, 2021, for:
Nawshir Mirza 4 4 100% and business initiatives
1. Grant of stock options to the employees
Pheroz Pudumjee A A 4 2 50% Initiate and impart guidance on best practices of the Company under ‘Thermax Limited
Dr. Jairam Varadaraj A A 4 2 50% across the Board e.g. manufacturing, new markets, Employee Stock Option Plan 2021’
Rajani Kesari 4 4 100% branding, etc.
Review the key strategic performance indicators 2. Grant of stock options to the employees
The constitution of the Committee meets the requirements of Regulation 21 of the Listing Regulations. and milestones established by the Company of group company(ies) of the Company,
including subsidiary or its associate
The Chairman of the Committee was present at the To report annually to the Board on its working Review various risks identified as part of risk
company(ies) under ‘Thermax Limited
41st Annual General Meeting held on August 2, 2022. register of Company, which are within the scope of
Recommend to the Board policy for hedging Employee Stock Option Plan 2021’
the Committee
commodity risk
The purpose of the risk management committee is
to assist the Board in fulfiling its responsibilities with
4. Annual General Meeting The results were announced on January 14, 2022.
F. Strategic Business Development Mr. S.V. Deulkar (FCS: 1321 CP: 965), or failing
regard to the identification, evaluation and mitigation of A. The details of the last three Annual him Mr. Sridhar Mudaliar (FCS: 6156 CP: 2664),
operational, strategic and environmental risks. The risk Committee General Meetings (AGMs) of the Partners of M/s. SVD & Associates, Company
management committee has the overall responsibility The primary objective of the Strategic Business Company are as follows: Secreataries, Pune were appointed as the
of monitoring and approving the risk policies and Development Committee (“the Committee”) of the Scrutinizer for conducting the Postal ballot and
associated practices of the Company. Board is to review and guide the strategic initiatives of Financial Date Time Venue
Year e-voting process held by voting through electronic
the Company. means (remote e-voting) in a fair and transparent
The terms of reference of the Risk Management 2019-20 August 4:00 Corporate Office
(39th AGM) 12, 2020 p.m. of the Company manner.
Committee are as below: The Board of Directors of the Company vide its
through Video
circular resolution dated May 9, 2022 reconstituted 2020-21 August 4:00 Conferencing /
To assess the risks facing the business and the
the Committee. The Committee comprises of three (40th AGM) 6, 2021 p.m. Other Audio Visual
mitigation measures taken thereof
independent directors, two non-executive directors 2021-22 August 4:00 Means
To identify developments in the environment or in and an executive director as on March 31, 2023: (41st AGM) 2, 2022 p.m.
internal operating processes that could materially
1. Dr. Ravi Gopinath- Chairman
affect the profile of risks
2. Pheroz Pudumjee Description of the Resolutions Grant of stock options Grant of stock options to the
To assist the Board in identifying existential risks to the employees of employees of group company(ies) of
and reviewing the mitigation and elimination plans 3. Meher Pudumjee the Company under the Company, including subsidiary
‘Thermax Limited or its associate company(ies) under
for those 4. Dr. Jairam Varadaraj Employee Stock Option ‘Thermax Limited Employee Stock
Plan 2021’ Option Plan 2021’
To assess and examine the status of cyber security 5. Ashish Bhandari
of the Company Votes in Number of members voted 154 151
6. Dr. S.B. (Ravi) Pandit favour of the Number of valid votes cast 9,57,91,545 9,57,91,470
resolution (shares)
Attendance details of the Committee are as follows:
Percentage of total number of 93.45% 93.45%
Strategic Business Development Committee Meetings
valid votes cast
Name of the Member Committee Meeting Dates Held During Attended % of
Votes against Number of members voted 87 90
May 18, August 1, November January 30, the Tenure Attendance
the resolution Number of valid votes cast 67,17,501 67,17,576
2022 2022 10, 2022 2023
(Shares)
Dr. Ravi Gopinath 4 4 100% Percentage of total number of 6.55% 6.55%
Pheroz Pudumjee 4 4 100% valid votes cast
Meher Pudumjee 4 4 100% Invalid votes Total number of members 13 13
whose votes were declared
Dr. Jairam Varadaraj 4 4 100% invalid
Ashish Bhandari 4 4 100% Total number of invalid votes 29,184 29,184
Dr. S.B. (Ravi) Pandit 4 4 100% cast (shares)
Percentage of total number of 0.00% 0.00%
invalid votes cast

Procedure for postal ballot: also available on the website in a user-friendly and For FY 2023-24, the indicative announcement dates are:
The Company carries out Postal Ballot as per the downloadable form at https://www.thermaxglobal.
Results for the quarter ended June 2023 August 1, 2023
provisions of Section 110 of the Companies Act, com/annual-reports/
Results for the quarter ended September 2023 November 3, 2023
2013, read with Rule 20 and 22 of the Companies Results for the quarter ended December 2023 February 8 - 10, 2024
(Management and Administration) Rules, 2014, and c) Transcripts and audio/video recordings of
Results for the year ended March 2024 May 10, 2024
other applicable rules read with relevant Circulars analyst meets are available on the Company’s
Record date for payment of dividend subject to July 21, 2023
issued by the Ministry of Corporate Affairs and website: https://www.thermaxglobal.com/ approval of shareholders
Circulars issued by the SEBI and applicable provisions analyst-conference-calls/ Dividend payment date August 7, 2023
of Listing Regulations. Dividend Announcement The Board has recommended a dividend of Rs. 10/- (500%)
d) The official news releases are published in one per share on the equity shares of the face value of Rs. 2,
No special resolution is proposed to be conducted english newspaper (usually Financial Express) for the year ended March 31, 2023, subject to approval of
through postal ballot as on the date of this report. and in one vernacular newspaper (usually Members at the ensuing 42nd Annual General Meeting.
Loksatta in Marathi) as per the relevant statutory
C. Special Resolution(s) Passed requirements. Press releases are submitted to the Listing on Stock Exchanges Stock Code
Stock Exchanges and hosted on the Company’s National Stock Exchange of India Ltd. (NSE) THERMAX
The details of special resolution/s passed during
website: https://www.thermaxglobal.com/
the last three Annual General Meetings are as BSE Ltd. (BSE) 500411
stock-exchange-notifications/
under: International Security Identification No. for Equity Shares (ISIN) in NSDL and CDSL INE152A01029
Date of Annual Details of Special e) Presentations made to the institutional investors Corporate Identity No. (CIN) L29299PN1980PLC022787
General Resolution / analysts after the declaration of the financial
Meeting results are submitted to the Stock Exchanges The Company has paid listing fees to BSE and NSE and custodial fees to Central Depositories Services (India)
August 8, 2019 No special resolution was where Company’s securities are listed, and the Limited and National Securities Depository Limited for Financial Year 2023-24 on the basis of number of beneficial
passed same are also available on the Company’s accounts maintained by them, as on March 31, 2023.
https://www.thermaxglobal.com/
August 12, 2020 Re-appointment of Harsh D. Stock Data
Mariwala (DIN: 00210342) investor-presentations/ (Amount in Rs. per share)
as an Independent Month MKT QUOTE – NSE MKT QUOTE – BSE
Director 6. Shareholder Information High Low High Low
August 2, 2022 a. Appointment of Dr. A. 42nd Annual General Meeting for April 2022 2,347.00 1,925.00 2,347.00 1,924.10
Ravi Shankar Gopinath May 2022 2,232.00 1,875.20 2,289.70 1,875.65
(DIN: 00803847) as an FY 2022-23
June 2022 2,149.75 1,931.45 2,141.60 1,935.60
Independent Director Date and Tuesday, August 1, 2023 at 4:00 p.m. July 2022 2,235.00 2,011.00 2,235.90 2,010.80
b. Re-appointment of Dr. time August 2022 2,537.50 1,985.00 2,535.95 1,986.30
Shashishekhar Balkrishna Venue through Video Conferencing September 2022 2,679.00 2,135.00 2,678.50 2,134.20
Pandit (DIN: 00075861) as October 2022 2,224.70 1,953.75 2,245.00 1,953.40
an Independent Director November 2022 2,409.80 2,009.30 2,406.00 2,017.40
B. Financial Year of the Company
c. To make amendments to December 2022 2,120.00 1,830.65 2,132.95 1,830.35
The Financial year covers the period from 1st April January 2023 2,022.00 1,872.00 1,998.00 1,870.90
the trust deeds of all the
to 31st March. February 2023 2,190.10 1,901.15 2,199.95 1,901.30
Employee welfare trusts
March 2023 2,326.95 2,110.05 2,359.70 2,104.20
C. Financial Calendar
5. Means of Communication
The financial results for FY 2022-23 were Company Stock Performance
a) The Company publishes the quarterly and yearly announced on:
financial results in prominent English and regional Stock Performance
language newspapers. The same are also Financial As Indicated Actual Date 140
Results 130
displayed on its website.
Quarter ended August 2, 2022 August 2, 120
June 2022 2022 110
b) The Company’s corporate website: https:// 100
www.thermaxglobal.com/about-us/ provides Quarter ended November 10-12, November 11, 90
comprehensive information regarding the September 2022 2022 80
2022 70
Company’s business portfolio, including CSR
activities. The quarterly and yearly financial Quarter ended February 8, 2023 February 7, 60
December 2022 2023
Apr 22
May 22
Jun 22
Jul 22
Aug 22
Sep 22
Oct 22
Nov 22
Dec 22
JAn 23
Feb 23
Mar 23
results are available in downloadable format ote: The Company’s share price and indices
N
for investors’ convenience on the Company’s Year ended May 17, 2023 May 17, 2023 have been indexed to 100 as on the first
March 2023 Nifty Sensex BSE working day of the Financial Year 2022-23
website. The Annual Report of the Company is NSE
i.e. from April 1, 2022.

E. Registrar and Share Transfer Agent of physical shares to furnish / update the PAN, H. Distribution of Shareholding and Shareholding Pattern
KFin Technologies Limited nomination, contact details, bank account details
and specimen signature with the Company’s RTA
Distribution of Shareholding as on March 31, 2023
(erstwhile known as KFin Technologies Private
i.e. M/s KFin Technologies Limited. Sr. Category (Shares) No. of % to Holders No. of Shares % to Equity
Limited) No. Holders
Selenium Tower B,
The SEBI, vide the aforesaid circular, also 1 1 - 5000 36,629 99.21 37,41,478 3.14
Plot No. 31 & 32, Gachibowli,
specified the formats for physical shareholders 2 5001 - 10000 72 0.20 5,18,468 0.44
Financial District, Nanakramguda,
for raising the requests, with regard to registration 3 10001 - 20000 43 0.12 6,26,429 0.53
Serilingampally, Hyderabad - 500 032.
or changes / updation of PAN, KYC, nomination 4 20001 - 30000 26 0.07 6,33,224 0.53
Tel: 040-67162222 / 79611000
and for banker’s attestation in the event of a major 5 30001 - 40000 17 0.05 6,18,369 0.52
WhatsApp Number: (91) 9100094099
mismatch in the signature of the shareholder. 6 40001 - 50000 20 0.05 9,37,837 0.79
Fax: 040-23001153
7 50001 - 100000 53 0.14 39,86,886 3.35
Toll free: 1800 309 4001 All the formats are available on the Company’s
E-mail: einward.ris@kfintech.com 8 100001& Above 61 0.17 10,80,93,609 90.72
website i.e. https://www.thermaxglobal.com/
Website: www.kfintech.com TOTAL 36,921 100.00 11,91,56,300 100.00
download-forms/.
Category of Equity Shareholders as on March 31, 2023

F. Share Transfer System The shareholders are requested to please note that:
Category No. of Shares held % of Share holding
The SEBI, effective April 01, 2019, barred a. Any service request will be entertained by
physical transfer of shares of listed companies (A) Promoters’ Holding
the Company’s RTA only upon registration
and mandated transfers only through demat. 1. Individuals 6,000 -
/ updation of PAN, KYC, and nomination
However, investors are not barred from holding 2. Corporate bodies 7,38,49,305 61.98
details.
shares in physical form. We request shareholders (A) Total Shareholding of Promoters 7,38,55,305 61.98
whose shares are in physical mode to b. The folios in which PAN / KYC / nomination (B) Non-Promoters’ Holding
dematerialise their shares. Shareholders holding details are not available/updated, will 1 Mutual funds, banks, financial institutions, insurance 1,62,31,539 13.62
shares in dematerialised mode have been be frozen by the Company’s RTA w.e.f. companies, etc
requested to register their email address, bank 01.10.2023 2 Foreign Institutional Investors (FII) 1,46,49,368 12.29
account details and mobile number with their 3 Corporate bodies 2,65,062 0.22
c. The folios in which PAN is not linked to
depository participants. Those holding shares in 4 Non-resident individuals 3,94,774 0.33
Aadhaar as on 30.06.2023 or any other date
physical mode have been requested to furnish
as may be specified by the Central Board 5 Indian public and others 46,87,790 3.93
their email address, bank account details and
of Direct Taxes, will also be frozen by the 6 IEPF 1,35,496 0.11
mobile number with the Company’s RTA, at
Company’s RTA. 7 Qualified Institutional Buyer (QIB) 23,59,860 1.98
einward.ris@kfintech.com. Updating all the
relevant information will enable shareholders to 8 Alternative Investment Fund (AIF) 35,666 0.03
d. After 31.12.2025, the frozen folios shall
receive dividends and communications on time. be referred by RTA / Company to the (B) Total Public Shareholding 3,87,59,555 32.53
administering authority under the Benami (C) Non-Promoter Non-Public 65,41,440 5.49
Further, the SEBI has now made it mandatory Transactions (Prohibitions) Act, 1988 and/or Total (A)+(B)+(C) 11,91,56,300 100.00
for listed companies to issue securities in demat Prevention of Money Laundering Act, 2002.
mode only while processing any investor service Indian Public and
Other, 3.93% Non Promoter
requests viz. issue of duplicate share certificates, Accordingly, the Company has sent reminders to Non Public
IEPF,
exchange/sub-division/ splitting/ consolidation those shareholders whose KYC details were not 0.11% 5.49%
of securities, transmission/ transposition of
available. QIB, 1.98%
securities.
Corporate Bodies,
Hence, all the physical shareholders are 0.22%
G. Mandatory furnishing of PAN, KYC requested to update PAN, KYC details, FII, 12.29%
details and Nomination by holders of and nomination with the Company’s RTA.
physical securities Shareholders holding shares in dematerialised AIF, 0.03%
Pursuant to the SEBI Circular dated March 16, mode are requested to provide these details to
their depository participants. Mutual Funds, Fis,
2023, it has been made mandatory for all holders Promoters’ Holding,
insurance, etc, 61.98%
13.62%
Non-Resident
Individuals, 0.33%

I. Details of Dematerialisations International the Company: https://www.thermaxglobal.com/ Policy is amended in line with SEBI (Prohibition of
The Company’s equity shares are under Danstoker A/S PT Thermax wp-content/uploads/2023/03/RPT-Policy.pdf Insider Trading) Regulations, 2015 (as amended
compulsory demat trading for all categories Industrivej Nord 13 International thereto). The policy is available on the website
of investors. As on March 31, 2023 a total of
DK-7400 Herning, Indonesia B) D&O Insurance for Directors of the Company: https://www.thermaxglobal.
Denmark JI. EropaI Kav P2
11,89,93,540 shares are in dematerialised form In line with the requirements of Regulation 25(10) com/wp-content/uploads/2022/11/CoC-for-
KIEC, Cilegon-Banten,
representing 99.86% of the total equity Indonesia of the Listing Regulations, the Company has taken Insider-Trading.pdf
share capital. Danstoker Poland RIFOX - Hans Directors and Officers Insurance (D&O) for all its
SP.ZO.O. Richter GmbH directors and officers for such quantum and for G) Dividend Distribution Policy (DDP)
ul. Kolejowa, nr 20, Spezialarmaturen,
J. Outstanding GDRs/ADRs/Warrants lok. miejsc. Ostrowiec Bertha-von-Suttner-
such risks as determined by the Board. The Company adopted the DDP effective
or any Convertible Instruments, Swietokrzyski, kod 27- Str. 9, 28207 Bremen, February 8, 2017. There has been no change
Conversion Date and Likely Impact 400, Poczta Ostrowiec Germany C) Details of any Non-Compliance w.r.t. in the policy during the year, and the same
Swietokrzyski, Kraj Polska Capital Markets during the Year
on Equity is disclosed on the Company’s website:
The Company has not issued GDRs/ADRs/ M. Address for Correspondence During the previous three years, there were no https://www.thermaxglobal.com/wp-content/
Investors should address their correspondence instances of non-compliance by the Company or uploads/2020/03/DIVIDEND-DISTRIBUTION-
warrants or any convertible instruments.
to the Company’s Registrar and Transfer Agent, penalties, strictures imposed on the Company by POLICY.pdf
K. Foreign Exchange Risk and Hedging KFin Technologies Limited (erstwhile KFin stock exchanges or SEBI or any other statutory
Activities Technologies Private Limited), whose address has authority on any matter related to capital markets. H) Code of Conduct
To mitigate the risk, the Company has a been provided at (E) above. The Board of your Company has laid down a
well-defined policy of hedging, which is founded D) Whistleblower Policy/Vigil Code of Conduct for Board of Directors and
Shareholders holding shares in dematerialised Mechanism
on the principle of prudence. Senior Management of Thermax Limited (“Code of
form should address their queries, such as
The Board has adopted a Whistle Blower Policy Conduct”). The Code is disclosed on the website
L. Plant Locations of the Company change in bank account details, address,
to promote reporting of any unethical or improper of the Company: https://www.thermaxglobal.
nomination etc., to their respective Depository
Domestic practice or violation of the Company’s code of com/wp-content/uploads/2022/04/Code-of-
Participants (DPs).
Pune Solapur conduct or complaints regarding accounting, Conduct-for-BOD-and-Sr.-Management-1.pdf
• D-13, MIDC Industrial Plot No. T-1 MIDC, Queries relating to the Annual Report may be auditing, internal controls or disclosure practices
Area, R. D. Aga Road, Chincholi, Taluka Mohol, addressed to: of the Company. It gives a platform to the All the Board Members and Senior
Chinchwad, Pune - 411 Dist. Solapur - 413 255, The Company Secretary, whistleblower to report any unethical or improper Management Personnel have affirmed
019, Maharashtra. Maharashtra.
Thermax Limited, practice (not necessarily violation of law) and to compliance with these Code.
• 98-99, Bhosari MIDC Shirwal
Thermax House, 14, Mumbai-Pune Road, define processes for receiving and investigating
Industrial Area, Bhosari, Plot No. A-2 & A-3,
Pune - 411 026, Khandala Industrial area,
Wakdewadi, Pune - 411 003. complaints. The Company has assigned e-mail The declaration by the MD & CEO as required
Maharashtra. Phase 1, MIDC, Village Email: cservice@thermaxglobal.com IDs - tlgovernance@gmail.com (Chairperson or under Regulation 34(3) read with Schedule
• D-1 Block, Kesurdi, Tal-Khandala, Managing Director) or nhm@nawshirmirza.com V (D) of the Listing Regulations regarding
MIDC Industrial Area, Dist. Satara - 412802, N. Credit Rating (Chairman of the Audit Committee) for reporting adherence to the Code of Conduct has been
Chinchwad, Pune - 411 Maharashtra.
Your Company has been rated ‘AA+/ Stable or sending a written complaint. The Whistle obtained for FY 2022-23 and forms part of
019, Maharashtra.
(Reaffirmed) for Long Term Rating and A1+ Blower Policy is available on the website of the this Report.
Paudh Savli
At Paudh, Post Mazgaon, Plot No. 21/1-2-3, GIDC (Reaffirmed) for Short Term Rating’ by Credit Company. The confidentiality of such reporting
Taluka Khalapur, Manjusar, Taluka-Savli, Rating Information Services of India Limited is maintained and the whistleblower is protected I) Policy for determining material subsidiaries
Dist. Raigad - 410 206, Dist. Vadodara - (CRISIL) for its banking facilities. from any discriminatory action. is disclosed on the website of the Company:
Maharashtra. 391 775, Gujarat.
https://www.thermaxglobal.com/wp-content/
Mundra SEZ Jhagadia
Survey No. 169, Village Plot No. 903/1, GIDC,
7. Other Disclosures E) Board Diversity Policy uploads/2020/03/Policy_on_Material_
Dhrub, Taluka Mundra, Jhagadia Industrial A) Related Party Transactions The policy sets out the approach to diversity Subsidiaries.pdf
Mundra - 370421, Estate, Jhagadia - 393 on the Board of the Company. The policy is
Related party transactions during the year have
Dist. Kutch, Gujarat. 110, Dist. Bharuch, available on the website of the Company: J) The Company has adopted the Policy of
Gujarat. been disclosed as a part of financial statements
https://www.thermaxglobal.com/wp-content/ Determination of Materiality for Disclosures,
Dahej Sri City as required under Ind-AS 24 issued by The
uploads/2021/04/Board-Diversity-Policy.pdf and the same is disclosed on the website of
Plot No. Z/96/C, Dahej SEZ, 2700, Peepul Boulevard Institute of Chartered Accountants of India.
Phase-II, Taluka Vagra Dist. Sricity DTZ the Company: https://www.thermaxglobal.
The Audit Committee reviews these transactions.
Bharuch - 392 130, Gujarat. Andhra Pradesh - 517
The Related Party Transactions Policy, as updated F) Insider Trading Policy com/wp-content/uploads/2023/05/Policy-for-
646. Material-events.pdf
in pursuance of the SEBI (LODR) (Amendment) The policy provides the framework to deal with
Act, 2018, has been uploaded on the website of securities of the Company. The Insider Trading

K) The Company has adopted a Policy on Q) Disclosure of ‘Loans and Advances 8. Non-Mandatory Requirements B. Separate Post of Chairperson and
Archival and Preservation of Documents, and in the nature of Loans to Firms/ The Company has adopted the following discretionary CEO
the same is disclosed on the website of the Companies in which Directors are practices as specified under Regulation 27(1) of Listing The Company has separate positions of
Company: https://www.thermaxglobal.com/ Regulations:
interested by Name and Amount’ non-executive chairperson and managing director
wp-content/uploads/2020/03/Thermax-Record-
The details of loans and advances in the nature of and CEO.
Retention-Policy.pdf
loans to firms/companies in which directors are A. Chairperson’s Office
L) The Company has complied with the Corporate interested by name and amount are given in the The Chairperson’s office is maintained at the C. Reporting of Internal Auditor
Governance requirements as per the Listing financial statement in note no. 34 on page no. 320. Company’s expense, which is equipped with all The Chief Internal Auditor of the Company reports
Regulations. required facilities. The Chairperson is also allowed directly to the Audit Committee.
R) Details of material subsidiaries reimbursement of expenses incurred towards the
M) The Company has not raised funds through In terms of the requirement of Regulation 24(1)
performance of her duties.
preferential allotment or qualified institutional
of the Listing Regulations, Thermax Babcock
placement as specified under Regulation 32(7A).
& Wilcox Energy Solutions Limited (TBWES), is
an unlisted material subsidiary of the Company.
N) There was no recommendation that has been
Rajani Kesari and Nawshir Mirza, Independent
proposed by the committees, which has not been
Directors of the Company, are appointed as
approved by the Board.
Non-Executive Director(s) on the Board of
O) Details of Remuneration Paid to the Statutory TBWES.
Auditors: The details of TBWES are as under:
The details of total fees for all services paid by the 1. Date of incorporation: June 26, 2010
Company and its subsidiaries on a consolidated 2. Place of incorporation: Mumbai
basis to the statutory auditors are as follows: 3. Name of Staturoty Auditors: SRBC & Co. LLP
(Amount in Rs.) 4. Date of Appointment of Statutory Auditors:
August 8, 2019 (1st term)
Payment to Statutory March 31,
Auditors and its Network 2023 5. Date of Re-Re-appointment of Statutory
Firms Auditors: July 28, 2020 (2nd term for 5 years)
As Auditor
Audit and limited review fee 3,84,33,000
S) Annual Report
The Annual Report containing, inter alia, the
In Other Capacity
audited Financial Statement, Consolidated
Other services 1,100,000 Financial Statement, Board’s Report, Auditor’s
Reimbursement of expenses 8,87,424 Report and other important information is sent to
Total 4,04,20,424 Members and others entitled thereto. The Annual
Reports are also available on the Company’s
website: https://www.thermaxglobal.com/
P) Disclosure in relation to Sexual
annual-reports/
Harassment of Women at Workplace
(Prevention, Prohibition and T) Website
Redressal) Act, 2013 The Company’s website www.thermaxglobal.com
Number of complaints filed during the Nil has a separate dedicated section ‘Investors’
financial year where latest information required under
Number of complaints disposed of Nil Regulation 46 and other applicable provisions of
during the financial year the Listing Regulations is available. Other than
Number of complaints pending as on NA the quarterly and annual results, comprehensive
end of the financial year information about the Company, its business and
operations, press releases, shareholding pattern,
corporate benefits, contact details, forms, etc.
are also hosted on the website.

ANNEXURE-A ANNEXURE-B
Compliance Certificate as Required Under Regulation 17(8) of SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015
To,
The Shareholders, To,
Thermax Limited (“the Company”), The Board of Directors,
Pune Thermax Limited, Pune
Sub: Compliance with Code of Conduct as per Schedule V of SEBI (Listing Obligations and Disclosure Dear Sir(s) and Madam(s),
Requirements) Regulations, 2015
We hereby certify, to the best of our knowledge and belief, that:
The Company has adopted a code of conduct, which deals with governance practices expected to be followed by the Board
of Directors and senior management employees of the Company. a) We have reviewed financial statements and the cash flow statement for the quarter and year ended March 31, 2023,
and that:
I hereby declare that all the directors and senior management employees of the Company have affirmed compliance with
the said code of conduct adopted by the Board. i. these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii. these statements together present a true and fair view of the company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
Ashish Bhandari
Pune: May 05, 2023 Managing Director and CEO
b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which
are fraudulent, illegal or violative of the company’s code of conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we
have disclosed to the auditors and the Audit Committee, those deficiencies, of which we are aware, in the design or
operation of such internal controls, and we have taken the required steps to rectify these deficiencies.
d) We have indicated to the auditors and the Audit Committee that :-
i. there have been no significant changes in internal control over financial reporting during the year;
ii. there have been no significant changes in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
iii. there have been no instances of significant fraud, of which we have become aware involving management or an
employee having a significant role in the company’s internal control system over financial reporting.
Ashish Bhandari Rajendran Arunachalam

Managing Director & CEO Group CFO
Date: May 5, 2023

Place: Pune

ANNEXURE-C ANNEXURE-D
Certificate of Non-Disqualification of Directors Certificate from Practising Company Secretary on Corporate Governance
(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 To,
To, The Members of
The Members, Thermax Limited
Thermax Limited,
D-13 MIDC, Ind Area, R D Aga Road, We have examined the compliance of conditions of Corporate Governance by Thermax Limited (hereinafter referred “the
Chinchwad, Pune- 411019. Company”), for the year ended on March 31, 2023, as stipulated in relevant provisions of Securities and Exchange Board of
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Thermax India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Listing Regulations).
Limited (hereinafter referred to as ‘the Company’), having CIN L29299PN1980PLC022787 and having registered office at
D-13 MIDC, Ind Area, R D Aga Road, Chinchwad, Pune- 411019 produced before us by the Company on the email for the The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
(DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to us by the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations, as
and its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial applicable.
Year ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of
companies by the Securities and Exchange Board of India and Ministry of Corporate Affairs or any such other Statutory We further state that this certificate is neither an assurance as to the future viability of the Company nor the efficiency or
Authority. effectiveness with which the management has conducted the affairs of the Company.
Sr. Name of the Director DIN Original Date of
No. Appointment
1 Jairam Varadaraj 00003361 31/01/2003 For SVD & Associates
2 Meher Pheroz Pudumjee 00019581 15/01/2001 Company Secretaries
3 Pheroz Naswanjee Pudumjee 00019602 15/01/2001
4 Nawshir Hoshang Mirza 00044816 03/05/2011 Sridhar Mudaliar
5 Shashishekhar Pandit Balkrishna 00075861 30/05/2017 Partner
6 Harsh Charandas Mariwala 00210342 10/11/2016 FCS No: 6156
C P No: 2664
7 *Valentin Albrecht Herwart von Massow 00239314 31/01/2006
8 Rajani Kesari 02384170 14/11/2018
Place: Pune
9 Ashish Bhandari 05291138 18/06/2020
Date: May 17, 2023
10 Ravi Shankar Gopinath 00803847 10/11/2021
*Dr. Valentin Albrecht Herwart (DIN: 00239314), ceased to be Independent Director of the Company upon completion of his second term Peer Review Number: P2013MH075200
on July 21, 2022. UDIN: F006156E000307811
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate
is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
For SVD & Associates
Company Secretaries
Sridhar Mudaliar
Partner
FCS No: 6156
CP No: 2664
Place: Pune
Date: May 17, 2023
Peer Review Number: P2013MH075200
UDIN: F006156E000307481

Annexure-2 to the Directors’ Report II. Products/Services
Business Responsibility & Sustainability Report 14. Details of business activities (accounting for 90% of the turnover in FY 2022-23)
S. Products/Services NIC Code % of Total Turnover
No. Contributed
1 Industrial Products Segment: Boilers & Heating Equipment (small 35.9%
Section A: General Disclosures capacity), Absorption Chillers / Heat Pumps, Air Pollution Control
Equipment/Systems, Water & Waste Recycle Including Associated
I. Details of the Listed Entity Services and Engineering, Procurement and Construction (EPC)
2 Industrial Infra Segment: EPC of Power Plants, Boiler & Heater (high 52.1%
1 Corporate Identity Number (CIN) of the L29299PN1980PLC022787
capacity) Plants, Infra Projects, Flue Gas Desulphurisation Projects 37003, 25131,
Company (Including Associated Services) 20119
2 Name of the Company Thermax Limited 3 Green Solutions Segment: Build-Own-Operate (BOO) model of Green 4.4%
Solutions for Energy and Environment Utilities
3 Year of incorporation 30/06/1980 4 Chemical Segment: Ion Exchange Resins, Performance Chemicals, 7.6%
Construction Chemicals, Water Treatment Chemicals, Oil Field Chemicals,
4 Registered office address D-13, MIDC, Industrial Area, R. D. Aga Road, Chinchwad,
Pune - 411019, Maharashtra, India Paper Chemicals and Construction Chemicals and Related Services
15. Products/services sold by the entity (accounting for 90% of the entity’s turnover)
5 Corporate office address Thermax House 14, Mumbai-Pune Road, Wakdewadi,
Pune - 411003, Maharashtra, India S. Products/Services NIC Code % of Total Turnover
No. Contributed
6 E-mail id cservice@thermaxglobal.com 1 Industrial Products Segment: Boilers & Heating equipment (small 35.9%
7 Telephone 020-66051200 capacity), Absorption Chillers / Heat Pumps, Air Pollution Control
Equipment/Systems, Water & Waste Recycle Including Associated
8 Website www.thermaxglobal.com Services and Engineering, Procurement and Construction (EPC)
2 Industrial Infra Segment: EPC of Power Plants, Boiler & Heater (high 52.1%
9 Financial year for which reporting is being 2022-23 capacity) Plants, Infra Projects, Flue Gas Desulphurisation Projects
done 37003, 25131,
(Including Associated Services)
20119
3 Chemical Segment: Ion Exchange Resins, Performance Chemicals, 4.4%
10 Name of the Stock Exchange(s) where shares Bombay Stock Exchange and
are listed National Stock Exchange
Paper Chemicals and Construction Chemicals and Related Services
11 Paid-up capital Rs. 23,83,12,600 4 Chemical Segment: Ion Exchange Resins, Performance Chemicals, 7.6%
12 Name and contact details of the person who Janhavi Khele Paper Chemicals and Related Services
may be contacted in case of any queries on the cservice@thermaxglobal.com
BRSR report III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated
13 Reporting boundary Disclosures made in this report are on a consolidated
basis for the following entities – Location Number of Plants Number of Offices Total
Thermax Limited, Thermax Babcock & Wilcox National 10 22 32
Energy Solutions Private Limited (TBWES), Thermax International 4 34 38
Instrumentation Limited, Thermax Onsite Energy Solutions
Limited (TOESL) – collectively referred to as “the 17. Markets served by the entity
Company” in the BRSR report. These entities cover the a. Number of locations
materiality disclosure as below: Locations Number
• Revenue from Operations – 89.5% National (No. of states) 28
• Net Fixed Assets – 92.0%
International (No. of countries) 85
• Profit Before Tax – 94.1%
b. What is the contribution of exports as a percentage of the total turnover of the entity?
19%
c. A brief on types of customers
The Company has a presence in both national and international markets, offering its products and services to
customers predominantly in the manufacturing industry. These customers place a great emphasis on providing
sustainable products that are both environmentally conscious and economically feasible. By providing sustainable
products to these manufacturing customers, the Company is enabling them to make a positive impact on the
environment while still maintaining their bottom line.

IV. Employees V. Holdings, Subsidiaries, and Associate Companies (including Joint Ventures)
18. Details as on March 31, 2023 21.
a. Employees and workers (including differently-abled) a. Names of holdings/subsidiaries/associate companies/joint ventures
S. Particulars Total Male Female Sr. Name of the Holding/Subsidiary/Associate Indicate whether % of Does the Entity indicated
No. (A) No. (B) % (B / A) No. (C) % (C / A) No. Company/Joint Venture (A) Holding/ Shares in Column A, participate in
Subsidiary/ Held by the Business Responsibility
EMPLOYEES
Associate/Joint the Listed initiatives of the listed
1 Permanent (D) 3,497 3,230 92.36 267 7.64
Venture Entity entity? (Yes/No)
2 Other than Permanent (E) 3,181 3,050 95.88 131 4.12
1 Thermax Onsite Energy Solutions Ltd. Subsidiary 100 Yes
3 Total employees (D + E) 6,678 6,280 94.04 398 5.96
WORKERS 2 Thermax Instrumentation Limited Subsidiary 100 Yes
4 Permanent (F) 915 913 99.78 2 0.22 3 Thermax Engineering Construction Company Ltd. Subsidiary 100 No
5 Other than Permanent (G) 15,977 15,877 99.37 100 0.63 4 Thermax Sustainable Energy Solutions Ltd.** Subsidiary 100 No
6 Total workers (F + G) 16,892 16,790 99.99 102 0.60 5 Thermax International Ltd. (Mauritius) Subsidiary 100 No
6 Thermax Europe Ltd. (U.K.) Subsidiary 100 No
Note: The definition of employee clustering is as under:
7 Thermax Inc. (U.S.A.) Subsidiary 100 No
• Permanent employees include managerial professionals and technical employees • Other than permanent employees include fixed-
term contractual employees & third-party employees • Permanent workers include workers appointed on the Company’s payroll 8 Thermax do Brasil Energia e Equipamentos Ltda. Subsidiary 100 No
(Brazil)
• Other than permanent workers include contractual workers & temporary workmen at manufacturing locations and at our project sites
9 Thermax Netherlands BV Subsidiary 100 No
b. Differently-abled employees and workers 10 Thermax Denmark ApS Subsidiary 100 No
S. Particulars Total Male Female 11 Danstoker A/S Subsidiary 100 No
No. (A) No. (B) % (B / A) No. (C) % (C / A) 12 Ejendomsanpartsselskabet Industrivej Nord 13 Subsidiary 100 No
EMPLOYEES 13 Boilerworks A/S Subsidiary 100 No
1 Permanent (D) 1 0 0 1 100
14 Danstoker Poland Spółka Z Ograniczona Subsidiary 100 No
2 Other than Permanent (E) 0 0 0 0 0 Odpowiedzialnoscia
3 Total differently-abled 1 0 0 1 100
15 Rifox-Hans Richter GmbH Spezialarmaturen Subsidiary 100 No
employees (D + E)
WORKERS 16 Thermax Sdn. Bhd, Malaysia Subsidiary 100 No
4 Permanent (F) 0 0 0 0 100 17 Thermax Engineering Singapore Pte. Ltd. Subsidiary 100 No
5 Other than Permanent (G) 2 0 0 2 100 18 PT Thermax International Indonesia Subsidiary 100 No
6 Total differently-abled 2 0 0 2 100 19 Thermax Senegal S.A.R.L# Subsidiary 100 No
workers (F + G) 20 Thermax Energy & Environment Philippines Subsidiary 100 No
Corporation
19. Participation/inclusion/representation of women
21 Thermax Energy & Environment Lanka (Private) Subsidiary 100 No
Total No. and Percentage of Females Limited
(A) No. (B) % (B / A) 22 Thermax Nigeria Limited Subsidiary 100 No
Board of Directors 16 2 12.50 23 Thermax Babcock & Wilcox Energy Solutions Ltd. Subsidiary 100 Yes
Key Management Personnel 11 4 36.36 24 Thermax Cooling Solutions Limited Subsidiary 100 No
Note: Details are provided as per the reporting boundary of the report 25 Thermax Engineering Construction FZE Subsidiary 100 No
26 Thermax International Tanzania Limited Subsidiary 100 No
20. Turnover rate for permanent employees and workers
27 Thermax (Thailand) Limited Subsidiary 100 No
FY 2022-23 FY 2021-22 FY 2020-21
(Turnover rate in current FY) (Turnover rate in previous (Turnover rate in the year 28 Enernxt Private Limited* Subsidiary 100 No
FY) prior to the previous FY) 29 Thermax Bioenergy Solutions Private Limited Subsidiary 65 No
Male Female Total Male Female Total Male Female Total 30 First Energy Private Limited Subsidiary 100 No
Permanent 17.80 26.59 18.47 13.29 8.40 14.00 NA NA 7.00 31 First Energy TN 1 Private Limited* Subsidiary 73.82 No
Employees 32 First Energy 2 Private Limited* Subsidiary 74 No
Permanent 0.87 60* 1.19 0.32 0 0.32 0 0 0 33 First Energy 3 Private Limited* Subsidiary 73.99 No
Workers
34 First Energy 4 Private Limited* Subsidiary 100 No
Note: NA - For FY 2020-21, the turnover rate is recorded on a consolidated basis. *During FY 2022-23, out of five, three 35 First Energy 5 Private Limited* Subsidiary 100 No
female workers left 36 First Energy 6 Private Limited* Subsidiary 100 No

Sr. Name of the Holding/Subsidiary/Associate Indicate whether % of Does the Entity indicated 24. Overview of the entity’s material responsible business conduct issues
No. Company/Joint Venture (A) Holding/ Shares in Column A, participate in Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social
Subsidiary/ Held by the Business Responsibility matters that present a risk or an opportunity to your business, rationale for identifying the same, and approach to adapt or
Associate/Joint the Listed initiatives of the listed mitigate the risk, as per the following format:
Venture Entity entity? (Yes/No)
S. Material Issue Indicate Rationale for Identifying the Risk/ In case of Risk, Financial
37 First Energy 7 Private Limited* Subsidiary 100 No
No. Identified whether Risk Opportunity Approach to Adapt Implications of the
38 Jalansar Wind Energy Private Limited* Subsidiary 74 No or Opportunity or Mitigate Risk or Opportunity
39 Kanakal Wind Energy Private Limited* Subsidiary 74 No (R/O) (Indicate Positive
or Negative
Implications)
*Subsidiaries of wholly owned subsidiary
1 Energy O Effective emissions management resulted Positive
** Liquidated vide order passed by the NCLT issued on April 25, 2023
management into several advantages to the Company,
#
Liquidated effective December 14, 2022 such as cost reduction, increased
efficiency, enhanced reputation,
regulatory compliance, and innovation.
VI. CSR Details
2 Design O Opportunity to develop & deliver state- Positive
The CSR activities of the Thermax Group of Companies are implemented through Thermax Foundation (TF) which upgradation & of-the-art technology products and
is registered as a section 8 company under the Companies Act, 1956. TF prioritises providing quality education to improvements implement sustainability aspects in both
economically underprivileged children. TF collaborates with NGOs, local governments, and other organisations to products and services. The Company’s
strong internal engineering and R&D
achieve this goal. Additionally, TF addresses social discrimination issues and is committed to providing relief during
takes efforts to launch new products and
emergencies, such as pandemics, by providing foodgrains and essential health equipment. services to meet customer needs.
3 Waste R Waste management is a material issue Improper disposal of waste can Negative
22. (i) Whether CSR is applicable as per section 135 of the Companies Act, 2013: Yes management due to growing regulatory pressure, have detrimental effects on our
(ii) Turnover (in Rs. crore 7,187.5) as companies that fail to comply with ecosystems and public health.
regulations may face legal and financial Waste management is one of
(iii) Net worth (in Rs. crore 3,951) consequences. the most pressing environmental
issues of our time.
VII. Transparency and Disclosure Compliances The Company ensures adherence
to the regulatory framework
23. Complaints/grievances on any of the principles (Principles 1 to 9) under the National Guidelines defined under applicable laws.
on Responsible Business Conduct (NGRBC) O The Company has taken proactive Positive
Stakeholder Grievance FY 2022-23 FY 2021-22 measures to incorporate sustainable
waste management approaches such as
Group from Redressal Current Financial Year Previous Financial Year
recycling and waste reduction. By doing
whom the Mechanism Number of Number of Remarks Number of Number of Remarks so, we seize the chance to minimise
Complaint is in Place (Yes/ Complaints Complaints Complaints Complaints our environmental footprint, reduce
Received No) (If Yes, filed Pending filed Pending expenses, explore fresh avenues for
then Provide During the Resolution During the Resolution business growth, and ensure compliance
Web-link for year at the Close year at the Close with regulations.
Grievance of the year of the year 4 Climate R Climate change is a significant risk for The Company recognises the Negative
Redressal change- companies due to the growing awareness importance of being proactive
Policy) related risks of the negative impact of human activities in responding to the challenges
on the environment. To mitigate this risk, and opportunities presented
Communities No 0 0 NA 0 0 NA companies must adopt more sustainable by climate change. To this end,
Investors Yes* 0 0 NA 0 0 NA practices and offer environmentally the Company has developed a
(other than friendly products to meet the changing detailed strategy and created
shareholders) demands of their customers and a dedicated business group to
stakeholders. address these issues. By charting
Shareholders Yes* 2 0 NA 2 0 NA out this strategy, the Company
Employees and Yes** 7 1 One is under 5 0 NA is well-positioned to respond to
Workers investigation climate change-related risks and
opportunities.
Customers Yes*** 7,335 139 NA 6,265 25 NA
O The increasing awareness of the negative Positive
Value Chain Yes** 2 0 NA 4 0 NA impact of human activities on the
Partners environment, particularly climate change,
presents a significant opportunity for
* https://www.thermaxglobal.com/investor-services-contact/ companies. Responding to this concern,
the Company is putting concentrated
**https://www.thermaxglobal.com/about-us/policies/
efforts to develop sustainable products
***https://www.thermaxglobal.com/thermaxedge/ and solutions that are environmentally
friendly.

S. Material Issue Indicate Rationale for Identifying the Risk/ In case of Risk, Financial S. Material Issue Indicate Rationale for Identifying the Risk/ In case of Risk, Financial
No. Identified whether Risk Opportunity Approach to Adapt Implications of the No. Identified whether Risk Opportunity Approach to Adapt Implications of the
or Opportunity or Mitigate Risk or Opportunity or Opportunity or Mitigate Risk or Opportunity
(R/O) (Indicate Positive (R/O) (Indicate Positive
or Negative or Negative
Implications) Implications)
5 Water R The increasing scarcity of freshwater The Company has developed Negative 9 Talent R The inability to attract and retain top The Company has implemented Negative
management sources can disrupt the Company's in-house expertise and solutions acquisition and talent can result in a shortage of various measures to attract and
operations, supply chain, and reputation, for optimising water usage in retention skilled employees, leading to reduced retain talent through
leading to potential economic losses. industrial plants. productivity, increased costs, and initiatives such as job rotation,
Additionally, companies that rely heavily potential quality issues. Additionally, up-skilling, reskilling, training,
on water for their operations, such as the turnover of key employees can lead fast-track promotion, leadership
agriculture, energy, and manufacturing, to a loss of institutional knowledge and development programmes, etc.
are particularly vulnerable to water- expertise, which can negatively impact Moreover, the Company has taken
related risks. the Company's competitiveness and steps to ensure the well-being of
O The Company’s effective water Positive ability to innovate. its employees.
management practices are helping to 10 Responsible R Consumers are becoming increasingly The Company enforces a vendor Negative
mitigate risks associated with water supply chain aware of the ethical and environmental code of conduct and actively
scarcity, such as disruptions to its management impacts of the products they purchase, collaborates with vendors to
operations, supply chain, and reputation. and they are more likely to avoid brands improve its operations. The
Furthermore, the Company considers that do not meet their expectations. This vendor code of conduct lays down
water management as an opportunity can lead to a loss of market share and guidelines outlining expectations
to reduce its water consumption, save reputational damage for companies. and standards for vendors who
costs, and increase efficiency. Adopting By prioritising responsible supply chain provide goods or services to
sustainable water practices can mitigate management practices, companies the Company. It covers various
risks associated with water scarcity, can mitigate these risks, improve their areas such as labour practices,
preserve vital ecosystems, and ensure reputation, and gain a competitive human rights, environmental
access to safe and clean drinking water advantage in the market. Failure to sustainability, and business
for communities. ensure that suppliers meet environmental ethics. By having a vendor code of
6 Emission O The Company’s utmost priority is Positive and social standards can lead to legal conduct, the Company sets clear
management emission management through various and regulatory challenges, resulting in expectations for its suppliers,
activities that contribute to mitigating fines, legal action, and negative publicity. ensuring they meet the necessary
climate change while also reaping the standards.
benefits of a more sustainable and 11 Labour R Not adhering to labour laws not only The Company ensures ongoing Negative
profitable business model. management violates human rights but can also lead to monitoring and audits which
7 Local R Lack of employment opportunities in The Company’s emphasis on Negative relations legal and reputational risks for industrial reveal compliance at all locations.
employment the local area can impede economic local hiring minimises the risks machinery manufacturing companies. This helps the Company to
development in the community, resulting and establishes favourable Negative publicity resulting from labour progressively move to the next
in insufficient support from local relationships with the local disputes, strikes, or other labour-related level as envisioned through the
stakeholders. Furthermore, businesses community as a responsible issues can lead to a loss of customer Social Compact initiative.
that fail to prioritise local employment corporate. confidence, reduced sales, and damage
may encounter challenges in accessing to the Company's reputation.
the skills and expertise of the local 12 Diversity O A diverse workforce can bring new Positive
workforce, resulting in escalated costs and equal perspectives and ideas, which can lead
and decreased efficiency. opportunity to increased creativity and innovation.
8 Occupational R Workplace accidents and illnesses can The Company has implemented Negative Different viewpoints and experiences
health & safety impact the productivity and increase the OHSE policy and enforces can improve decision-making and lead
cost. It may damage the reputation of strict adherence to it. Several to more thoughtful decisions. A diverse
the Company and may adversely impact initiatives and programmes workforce can also help companies
the morale of employees and its culture. have also been initiated to better understand and serve a diverse
Deviations, if any, may result in action manage health and safety, customer base, which can lead to
with respect to local legislation and may which are continually monitored improved customer satisfaction and
attract fines, and impact the Company’s for improvement. One of the financial performance.
reputation. initiatives is the Behaviour Based 13 Ethics & O Prioritising ethics and integrity can lead Positive
Safety programme, which aims integrity to enhanced reputation, increased
to bring about a cultural shift customer loyalty, improved employee
towards safety improvement. morale, and better risk management.
Furthermore, the Company has Companies that operate with ethics
put in place several insurance and and integrity create a culture of trust
medical policies to safeguard its and transparency, which can attract
employees. customers, investors, and top talent.
Employees are more likely to feel
engaged and committed to a company
that operates with integrity, leading to
increased productivity and retention.

Section B: Management and Process Disclosure Aligned with the Paris Agreement, it has charted the decarbonisation path to reduce 25% of absolute carbon emissions
from the base year 2019 by 2025. To achieve this, multiple initiatives with respect to improving operational efficiency,
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards
addition to renewable energy generation and its procurement, and fuel switch, are being implemented across its facilities.
adopting the NGRBC Principles and core elements.
On the business side, the Company offers a range of energy-efficient and environment-friendly products and solutions.
The National Guidelines for Responsible Business Conduct (NGRBC), as prescribed by the This enables industries to optimise their energy consumption, and reduce greenhouse gas emissions as well as
Ministry of Corporate Affairs advocates nine Principles referred to as P1-P9 given below: minimise their freshwater intake through reuse and recycling of water.
Cognisant of the change in the energy mix in recent times, and its ability to contribute to this transition, Thermax has
P1 Businesses should conduct and govern themselves with integrity in a manner that is ethical, transparent and
accountable concentrated its efforts towards green energy. It has proactively aligned its strategies with climate change mitigation
and sustainability goals. Along with investing in R&D and digital capabilities, it has inked partnerships with global
P2 Businesses should provide goods and services in a manner that is sustainable and safe
technology majors to strengthen its clean energy offerings and to solidify its presence as a trusted partner in energy
P3 Businesses should respect and promote the well-being of all employees, including those in their value chains
transition to its customers.
P4 Businesses should respect the interests of and be responsive towards all their stakeholders
P5 Businesses should respect and promote human rights On the social front, Thermax is actively engaged in social initiatives, striving to create equal opportunities through
P6 Businesses should respect, protect and make efforts to restore the environment education and empowering the informal workforce through its SoCo initiative.
P7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is Although the Company is making persistent efforts to meet its ESG imperatives, there are many challenges that lie
responsible and transparent on its journey. These include dealing with the complexity of the infrastructure of existing industries and transitioning
P8 Businesses should promote inclusive growth and equitable development them into cleaner and more sustainable alternatives, cost implications for implementing the technological innovations,
P9 Businesses should engage with and provide value to their consumers in a responsible manner assessing and managing the sustainability practices of its suppliers and mitigating any environmental or associated
social risks, and data collection and reporting on ESG performance metrics across the organisation.
Disclosure Question P1 P2 P3 P4 P5 P6 P7 P8 P9 Despite these challenges, Thermax remains dedicated to addressing them through ongoing innovation, strategic
Policy and Management Processes partnerships, stakeholder engagement, and continuous improvement of its ESG practices. We know we have come a
1. a. Whether your entity’s policy/policies Yes long way, but there is still much that is to be done.
cover each principle and its core
8. Details of the highest authority responsible for implementation and oversight of the Business
elements of the NGRBC (Yes/No)
Responsibility & Sustainability (BRSR) Policy
b. Has the policy been approved by the Yes*
Board? (Yes/No) Managing Director and Chief Executive Officer Ashish Bhandari | DIN – 05291138
c. Web-link of the policies, if available https://www.thermaxglobal.com/about-us/policies/ 9. Does the entity have a specified committee of the Board/Director responsible for decision-
https://www.thermaxglobal.com/corporate-governance-policies-and- making on sustainability-related issues? (Yes/No). If yes, provide details.
disclosures/
2. Whether the entity has translated the policy Yes Yes. Managing Director and Chief Executive Officer Ashish Bhandari | DIN – 05291138
into procedures (Yes/No) 10. Details of Review of the National Guidelines on Responsible Business Conduct (NGRBC) by the
3. Do the enlisted policies extend to your value Yes Company:
chain partners? (Yes/No)
Subject for Review Indicate whether Review was Undertaken Frequency: Annually (A) / Half Yearly
4. Name the national and international codes/ ISO 9001, ISO 14001, ISO 45001
by Director / Committee of the Board / (H) / Quarterly (Q) / any other – Please
certifications/labels/ standards
any other Committee Specify
5. Specific commitments, goals and targets By 2025, we aim to achieve a 25% reduction in our absolute carbon
set by the entity with defined timelines, if any emissions compared to the base year of 2019. P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
6. Performance of the entity against specific In order to attain this objective, we have identified four crucial areas: Performance against
commitments, goals and targets operational efficiency, along with the implementation of renewable the above policies and
The policies of Thermax i.e. Code of Conduct, CSR and Whistleblower which cover the
energy generation, procurement of renewable energy, and fuel switch. follow-up action
elements of the NGRBC Principles are reviewed periodically and approved by the Board.
As a result, the Company has already achieved a 17% reduction in Compliance with
carbon emissions compared to the base year. statutory requirements During the review, the effectiveness of the policies is evaluated and necessary amendments
of relevance to to policies and procedures are implemented.
*The Board has approved the Thermax Code of Conduct, CSR, Terms of Reference of the Stakeholder Relationship Committee and the Principles, and
Whistleblower Policy which covers each Principle and elements of NGRBC. The Company complies with the extant regulations and principles as applicable.
rectification of any non-
compliances
Governance, Leadership and Oversight
7. Statement by the Director responsible for the Business Responsibility & Sustainability Report, 11. Has the entity carried out an independent assessment/evaluation of the working of its policies
highlighting ESG-related challenges, targets and achievements (listed entity has flexibility by an external agency? (Yes/No). If yes, provide the name of the agency.
regarding the placement of this disclosure)
P1 P2 P3 P4 P5 P6 P7 P8 P9
Thermax has been committed to environmental well-being since its inception, prioritising ESG long before it became a No
mainstream concept.

12. If the answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons 2. Details of fines/penalties/punishment/award/compounding fees/settlement
to be stated: amount paid in proceedings (by the Entity or by Directors/KMP) with regulators/law
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 enforcement agencies/judicial institutions, in the financial year, in the following format
The entity does not consider the Principles material to its (Note: The entity shall make disclosures on the basis of materiality as specified in
business (Yes/No)
Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations,
The entity is not at a stage where it is in a position to formulate
and implement the policies on specified Principles (Yes/No)
2015 and as disclosed on the entity’s website):
Not Applicable NGRBC Name of the Amount Brief of the Has an Appeal
The entity does not have the financial or/human and technical
resources available for the task (Yes/No) Principle Regulatory/ (in Rs.) Case been Preferred?
It is planned to be done in the next financial year (Yes/No) Enforcement Agencies/ (Yes/No)
Judicial Institutions
Any other reason (please specify)
Monetary
Penalty/Fine
Section C: Principle-Wise Performance Disclosure Settlement NIL
This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with Compounding Fee
key processes and decisions. The information sought is categorised as “Essential” and “Leadership”. While the essential Non-Monetary
indicators are expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be Imprisonment
voluntarily disclosed by entities which aspire to progress to a higher level in their quest to be socially, environmentally and NIL
Punishment
ethically responsible.
The Company had no monetary and non-monetary fines/penalties/punishment/award/compounding fees/settlement
Principle 1 - Businesses should conduct and govern themselves with integrity amount paid in proceedings (by the entity or by Directors/KMP) with regulators/law enforcement agencies/judicial
institutions, in FY 2023 based on materiality thresholds.
and in a manner that is ethical, transparent and accountable
Essential Indicators 3. Of the instances disclosed in Question 2 above, details of the appeal/revision are
1. Percentage coverage by training and awareness programmes on any of the principles during the preferred in cases where monetary or non-monetary action has been appealed.
financial year: Case Details Name of the Regulatory/Enforcement Agencies/Judicial Institutions
Segment Total number Topics/Principles Covered under the % of Persons in a
Not Applicable
of Training and Training Audits Impact Respective Category
Awareness Covered by the
Programmes held Awareness Programmes 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in
Board of Directors 2 On Code of Conduct & Sustainability 100 brief and if available, provide a web-link to the policy.
Key Managerial 1 Code of Conduct (COBEC) & Prevention of 100 Yes, we have implemented a Code of Conduct that specifies the expected governance practices for all employees.
Personnel (KMP) Sexual Harassment at the Workplace
The Code emphasises the Company’s zero-tolerance stance on bribery and corruption and its commitment to
Employees other than 4 Code of Conduct (COBEC) & Prevention 100 conducting all dealings professionally, fairly, and with integrity.
BoD and KMP of Sexual Harassment at the Workplace,
& Information Security Awareness and all
The policy can be accessed at:
other policies
Workers 6 Prevention of Sexual Harassment at the 100 https://www.thermaxglobal.com/wp-content/uploads/2022/03/Code-of-Conduct-Alt-03.pdf
Workplace
https://www.thermaxglobal.com/corporate-governance-policies-and-disclosures/
The Code of Business Ethics and Conduct training has had a positive impact on the organisation’s culture, reputation
and legal compliance. By ensuring that all Key Management Personnel (KMP) understand the Company’s values and 5. Number of Directors/KMP/employees against whom disciplinary action was taken by
conduct expectations, we have been able to reduce the risk of unethical or illegal behaviour. Moreover, this training has any law enforcement agency for the charges of bribery/corruption:
helped protect the Company’s reputation and ensure legal compliance by providing KMP with a clear understanding of FY 2022-23 FY 2021-22
applicable laws and regulations. (Current (Previous
Financial Year) Financial Year)
Health-related training has significantly impacted workers and their work environment. It has contributed to the creation Directors
of a safer workplace by reducing the number of accidents, injuries, and illnesses. The Company can demonstrate KMP
this impact by providing statistics on the percentage of falls in the number of fatalities and injuries in the past year. NIL NIL
Employees
In addition, a healthier workforce has improved the Company’s productivity and efficiency.
Workers

6. Details of complaints about conflict of interest: FY 2022- FY 2021- Details of Improvements in Environmental and Social Impact
FY 2022-23 FY 2021-22 23 22
(Current Financial Year) (Previous Financial Year) Capacitive Deionisation (CDI): The CDI technology is superior to conventional RO
Number Remarks Number Remarks used for drinking water. The technology is targeted to achieve lower water wastage
Number of complaints received in relation to NIL Not Applicable NIL Not Applicable (20% vs 40% for RO) and lower power consumption (60% lower vs RO) at an
issues of Conflict of Interest of the Directors affordable price for various segments including rural India (e.g. Water ATMs). The
technology promotes water and energy conservation due to improved desalination
Number of complaints received in relation to
efficiency and low power requirements.
issues of Conflict of Interest of the KMP
Capex 13.9% 15.2% Carbon-related investment (CEP)
7. Provide details of any corrective action taken or underway on issues related to fines/ The Company has diversified its offerings to include ‘operations and fuel’ as an
penalties/action taken by regulators/law enforcement agencies/judicial institutions, on offering to cater to companies who have already invested in a biomass asset and
look for assured biomass supply chain management and efficient operations and
cases of corruption and conflicts of interest. maintenance from technical experts
Not Applicable
The Company worked on a specific design project to treat the wastewater by
providing equalisation, filtration membrane, and zero liquid discharge solutions to
Leadership Indicators treat the wastewater generated during coating operations.
1. Does the entity have processes in place to avoid/manage conflicts of interest involving members Measures such as air & land pollution reduction, energy savings & increase in
of the Board? (Yes / No) If Yes, provide details of the same. environmental quality and operator morale, alternative fuel usage, substitute of
Yes. The Company has adopted the Code of Conduct for the Board of Directors and Senior Management (Code). oxyacetylene cutting process and minimising O2 utilisation have been undertaken.
The Code is available on the website of the Company at https://www.thermaxglobal.com/corporate-governance-
policies-and-disclosures/ Additionally, the Group has invested in a group captive renewable solar and wind plant of Rs. 492.71 crore.
The Code requires directors, key managerial personnel and senior management to avoid situations in which their a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
personal interests could conflict with the interests of the Company. Further, the Board of Directors sign off on the Yes, the Company has a procedure for sustainable sourcing where all the new and existing supply chain partners
Code on an annual basis. The directors, key managerial personnel and other senior management of the Company are evaluated on health, safety, environment and social parameters before onboarding. Also, the supplier/vendor
mandatorily disclose to the Board of Directors, on a yearly basis the conflict of interest. Code of Conduct (CoC) covers HSE and Human Rights parameters to be adhered to, and value chain partners
(supply chain partners) must sign the CoC as a part of the contract documents.
Prior approval of the Audit Committee and Board, if required, is obtained for related party transactions where Directors
are interested as per the related party transaction policy of the Company. b. If yes, what percentage of inputs were sourced sustainably?
Yes, 42% of the input raw material by spend value was sourced from sustainable vendors.
Directors or KMP abstain from participating in matters where they have a conflict of interest.
2. Describe the processes in place to safely reclaim your products for reusing, recycling
Principle 2 - Businesses should provide goods and services and disposing at the end of life, for (a) Plastics (including packaging), (b) E-waste,
in a manner that is sustainable and safe (c) Hazardous waste, and (d) Other waste.
The Company does not have any specific product to reclaim at the end of life. However, at the project and operation
Essential Indicators sites, there are systems in place to recycle, reuse and dispose of in line with the regulatory requirement for the above
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to waste being generated during the course of construction and operation.
improve the environmental and social impacts of products and processes to total R&D and capex
investments made by the entity, respectively. 3. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities
FY 2022- FY 2021- Details of Improvements in Environmental and Social Impact (Yes/No). If yes, whether the waste collection plan is in line with the Extended Producer
23 22 Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps
R&D 13.2% 13.1% Fuel cell: It serves as a substitute for diesel-powered generators. When fuelled taken to address the same.
by green hydrogen, fuel cells generate zero emissions. The current programme
Yes, Extended Producer Responsibility (EPR) is applicable to the Company for certain products. The waste is collected
involves a 5 kW fuel cell system that utilises methanol as fuel. Using liquid fuels like
methanol results in a lower carbon footprint compared to diesel generators. and recycled through a Central Pollution Control Board (CPCB) registered recycler. In order to ensure compliance
with the EPR, the Company has taken steps to register as a brand owner, the registration is in process. This indicates a
Thermally Activated Cooling (TAC): The TAC technology utilises waste heat from commitment to responsibly manage waste in accordance with regulatory requirements and industry best practices.
the automotive exhaust to provide cooling to the cabin. Compared to conventional
HVAC systems that rely on diesel fuel, it not only improves fuel efficiency by 5-8%
but also lowers CO2 emissions.

Principle 3 - Businesses should respect and promote the well-being of all employees, 3. Accessibility of workplaces
including those in their value chains Are the premises/offices accessible to differently-abled employees as per the requirements of
the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by
Essential Indicators the entity in this regard.
1. a. Details of measures for the well-being of employees: Diversity, Equity and Inclusion is an integral part of the Company’s core value.
Category % of Covered by
The Company is continuously working towards improving infrastructure for eliminating barriers to accessibility for
Total Health Accident Maternity Paternity Day Care
(A) Insurance Insurance Benefits Benefits Facilities
differently-abled people.
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) (E) (E/A) (F) (F/A) 4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities
Permanent Employees Act, 2016? If so, provide a web-link to the policy.
Male 3,230 3,230 100 3,230 100 Not Applicable 3,230 100 0 0
Yes, https://www.thermaxglobal.com/about-us/policies/
Female 267 267 100 267 100 267 100 Not Applicable 0 0
5. Return to work and retention rates of permanent employees that took parental leave.
Total 3,497 3,497 100 3,497 100 267 8 3,230 92 0 0
Other than Permanent Employees Gender Permanent Employees Permanent Workers
Male 3,050 3,050 100 3,050 100 Not applicable 3,050 100 0 0 Return to work rate Retention rate Return to work rate Retention rate
Female 131 131 100 131 100 131 100 Not Applicable 0 0 Male 100 100 NA* NA*
Total 3,181 3,181 100 3,181 100 131 4 3,050 96 0 0 Female 100 100 0 0
Total 100 100 0 0
The day care facility is outsourced and provided for certain locations i.e. managed through third-party service hence,
mentioned as 0. For other locations, the facility will be provided soon. *Paternity leave & benefit facility is not provided for the permanent workers, hence, mentioned as NA and maternity leave is applicable
to female workers, but none has availed the maternity leave during this period, hence mentioned as 0.
b. Details of measures for the well-being of workers: 6. Is there a mechanism available to receive and redress grievances for the following categories of
% of Workers Covered by employees and workers? If yes, give details of the mechanism in brief.
Category Total (A) Health Insurance Accident Maternity Paternity Day-care Yes/No
Insurance Benefits Benefits Facilities
Permanent employees
No. (B) % (B/A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F) % (F/A)
Other than permanent employees
Permanent Workers Yes (mechanism given below)
Male 913 913 100 913 100 0 0 0 0 0 0
Permanent workers
Female 2 2 100 2 100 2 100 0 0 2 0.22 Other than permanent workers
Total 915 915 100 915 100 2 0.22 0 0 0 0
Grievance redressal procedure in brief:
Other than Permanent Workers
The Company is committed to the highest standards of transparency, honesty and accountability in all of Thermax’s
Male
affairs and to provide a workplace conducive to open discussion relating to its business practices. The whistleblower
Female Not Applicable*
can make protected disclosure to either the Chairperson or the Managing Director or the Chairman of the Audit
Total
Committee through the defined reporting channels. Grievances can be raised through e-mails and all the grievances
Note: *The well-being of the workers other than permanent is the responsibility of the contractors engaged at the respective locations. that are received through different platforms are directed to the Chairperson or the Managing Director or the Chairman
The contractor covers their employees under ESIC benefit or WC Policy as applicable. of the Audit Committee. The Company has assigned e-mail IDs tlgovernance@gmail.com and nhm@nawshirmirza.com
for reporting or sending a written complaint. The Whistleblower Policy is available on the website of the Company.
2. Details of retirement benefits for the current and previous financial year
The confidentiality of such reporting is maintained and the whistleblower is protected from any discriminatory action.
Benefits FY 2022-23 Current Financial Year FY 2021-22 Previous Financial Year The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment
No. of No. of Deducted and No. of No. of Deducted and of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual,
Employees Workers Deposited Employees Workers Deposited temporary and trainees) are covered under this policy. To build awareness in this area, the Company has been carrying
Covered as Covered as with the Covered as Covered as with the
out online induction/refresher programmes across the organisation on a periodical basis.
a % of Total a % of Total Authority a % of Total a % of Total Authority
Employees Workers (Y/N/N.A.) Employees Workers (Y/N/N.A.)
Thermax Code of Conduct: The Company has adopted a Code of Conduct which is applicable to all its employees
PF 100 100 Y 100 100 Y
and business associates. Since, the adoption of this Code of Conduct, a series of training programmes have been
Gratuity 100 100 Y 100 100 Y conducted in which employees of all business divisions and regions have been covered. The day-to-day grievances
ESI 8 0 Y 9 0 Y are not covered under the Whistleblower Policy mentioned above. Instead, the Company conducts town hall meetings
Others - please where employees can voice their concerns and grievances. Additionally, the Company has established other forums or
Not Applicable Not Applicable
specify channels for employees to raise their grievances in townhall meetings, new joinee induction sessions (Parichay) etc.
Note: All our workers in the permanent category are out of ESI purview, hence shown as NA.

7. Membership of employees in association(s) or unions recognised by the listed entity: 10. a. Whether an occupational health and safety management system has been implemented by
the entity? (Yes/No). If yes, mention the coverage of such a system.
Category FY 2022-23 FY 2021-22
Yes, ISO 45001:2018 Occupational Health and Safety Management System has been implemented at
Total No. of Employees/ % Total No. of Employees/ % (D/C) manufacturing, EPC and O&M sites to build positive OHS culture. There is a standard operating procedure in
Employees/ Workers in the (B / A) Employees/ Workers in the place for every activity to be carried out. Emergency management procedures are in place and mock drills are
Workers Respective Category, Workers Respective Category,
conducted regularly. Regular training is being provided to make employees aware of the occupational health and
in the who are part of the in the who are part of the
Respective Association(s) or Respective Association(s) or safety procedures and best practices.
Category (A) Union (B) Category (C) Union (D)
Total Permanent Employees
b. What are the processes used to identify work-related hazards and assess risks on a routine
and non-routine basis by the entity?
Male 0 0 0 0 0 0
Multiple methods are adopted to ensure that work-related and potential risks are identified in a proactive manner.
Female 0 0 0 0 0 0
Risk assessment, job safety analysis, HSE audits, site severity index rating, and daily site inspection are carried
Total Permanent Workers out on a routine and non-routine basis.
Male 913 843 92.33 873 797 91.29
Female 2 0 0 5 0 0 The IT-enabled platform “Thermax OHSE” is implemented for reporting hazards by Thermax employees and
workers and track its closure.
8. Details of training given to employees and workers:
Category FY 2022-23 Current Financial Year FY 2021-22 Previous Financial Year c. Whether you have processes for workers to report work-related hazards and to remove
themselves from such risks? (Yes/No)
Total
On Health and On Skill Total On Health and On Skill Yes. The Company has processes for workers to report work-related hazards and to remove themselves from
(A)
Safety Measures Upgradation (D) Safety Measures Upgradation such risks. Continued usage of an HSE app for HSE observation reporting has helped in improving safety at our
No. (B) % (B / No. (C) % (C /A) No. (E) % No. (F) % locations and reduced risks.
A) (E / D) (F / D)
Employees (Permanent + Other than Permanent) Initiatives being implemented for bettering safety culture are the implementation of a behaviour based safety
programme wherein routine people practices are observed, and any inappropriate behaviour is corrected and
Male 6,280 4,621 73.6% 1,007 16% 4,961 3,477 70.1% 4,566 92%
flagged; digitising HSE management - to build accountability and better transparency in our operations; rewarding
Female 398 173 43.5% 98 25% 296 122 41.2% 296 100%
individuals demonstrating excellent safety standards and structuring the consequence management system.
Total 6,678 4,794 72% 1,105 17% 5,257 3,599 68.5% 4,892 92%
Workers d. Do the employees/workers of the entity have access to non-occupational medical and
Male 16,790 14,952 89.0% NA* NA* 14,362 14,362 100% NA* NA* healthcare services? (Yes/No)
Female 102 100 98.04% NA* NA* 5 5 100.0% NA* NA* Yes. Medical centres and first aid facilities are available for both employees and workers.
Total 16,892 15,052 89.1% NA* NA* 14,367 14,367 100% NA* NA*
11. Details of safety-related incidents
• NA* means data is not available but the workmen are covered under the wage settlement agreement where skill Safety Incident/Number Category FY 2022-23 FY 2021-22
upgradation requirements are agreed Current Financial Year Previous Financial Year
• The count is regarding the people inducted during the year and for skill upgradation, the trainings conducted on a Lost Time Injury Frequency Rate (LTIFR) Employees 0.12 0.14
case-to-case basis. (per one million person hours worked) Workers 0.17 0.38
Total recordable work-related injuries Employees 5 2
9. Details of performance and career development reviews of employees and workers Workers 45 71
Category FY 2022-23 Current Financial Year FY 2021-22 Previous Financial Year No. of fatalities Employees 0 0
Total (A) No. (B) % (B/A) Total (D) No. (E) % (E/D) Workers 2 7
Employees High-consequence work-related injury or Employees 0 0
Male 6,280 6,280 100 4,961 4,961 100 ill-health (excluding fatalities) Workers 0 0
Female 398 398 100 218 218 100
Total 6,678 6,678 100 5,257 5,257 100 The fatalities that occurred at customers’ premises (sites) where Company has undertaken projects and the Company
has taken precautionary measures wherever required to avoid repetition of such instances.
Workers
Male 913 47 5.1 873 48 5.49
Female 2 0 0 5 0 0
Total 915 47 5.1 878 48 5.46
Note: Under the workers’ category, only permanent workers at Chinchwad are considered under wage settlement. Basis their
performance on various criteria, an additional increment is given. All the workers are in the same category as per wage settlement
with the Union.

12. Describe the measures taken by the entity to ensure a safe and healthy workplace. Leadership Indicators
The Company values human life and believes all injuries are preventable and has implemented various measures to
1. Does the entity extend any life insurance or any compensatory package in the event of death of
ensure a safe and healthy workplace. Providing a healthy, safe and secure workplace to all regular and contractual
(A) Employees (Y/N), (B) Workers (Y/N)?
employees is a key priority for the Company.
Employees Yes. The Company extends life insurance coverage for work-related death of its employees
The Company’s OHSE Policy signed by the Managing Director & CEO is a binding document for everyone who works Workers and workers*
for or on behalf of Thermax Limited. Company performs hazard identification and assessment of risk and opportunities
(HIARO) for all the activities and puts mitigation plan in place. Standardised SOPs are available for all activities. *Only permanent workers are considered. The Company has started extending the life insurance coverage (term life) to the workers
from January 2023 at one location. Workers at the remaining locations will be covered gradually. However, they are covered under the
The Company provides regular HSE training to employees and has developed e-learning modules on various safety
death benevolent fund as part of wage settlement, further in case of an accident they are covered under the GPA policy.
topics. Safety committees are formed as per the statutory requirements and safety council meetings are conducted at
respective locations and business levels. 2. Provide the measures undertaken by the entity to ensure that statutory dues have been
deducted and deposited by the value chain partners.
Medical fitness is ensured before hiring employees and workers. Adherence to the Health, Safety & Environment
Adherence to the applicable statutory provisions including payment and deduction of statutory dues is incorporated in
guidelines is confirmed by business heads and is regularly reviewed. Periodic safety inspections and audits on the
the contract agreement with the value chain partners. The Company makes sure that all the relevant clauses dealing
high-risk area as work at height, material handling, confined space, and electrical and fire safety parameters are
with statutory compliance are validated and followed by both sides. The contractors are required to provide supporting
conducted by cross-function teams and appropriate measures are taken for rectification, if any.
documents against the payment of statutory dues e.g. PF, ESIC with their invoices. The GST payment of vendors is
Safety is the topmost priority in all Board meetings, permeating down to every employee. monitored while releasing the payments.
The Company prioritises the safety of permanent, contractual and temporary workforce equally.
The Company will continue these initiatives and undertake many more to ensure the safety of our employees/workers.
Principle 4 - Businesses should respect the interests of and
be responsive to all their stakeholders
13. Number of complaints on working conditions and health and safety made by employees and
Essential Indicators
workers.
Category FY 2022-23 FY 2021-22 1. Describe the processes for identifying key stakeholder groups of the entity.
The Company recognises the importance of identifying and engaging with various stakeholders to gain insight into
Filed Pending Remarks Filed Pending Remarks
During the Resolution at During the Resolution at their expectations and develop effective strategies. Key stakeholders, both internal and external, are identified based
Year the End of Year Year the End of Year on their impact on the Company’s operations and functioning. These include employees, shareholders, customers,
Working conditions 0 0 Not Applicable 0 0 Not Applicable investors, communities, suppliers, and vendors. Channels of communication have been established to facilitate open
dialogue and understanding of issues that are critical to their respective interests. This enables us to create shared
Health & safety 0 0 Not Applicable 0 0 Not Applicable
value and make a positive contribution to building a sustainable society.
Note: The Company has a mechanism to track complaints and the numbers are mentioned under respective heads in the report. There
are no other complaints received during the year. Other routine/miscellaneous complaints/concerns are not added here. 2. Each stakeholder group.
Key Stakeholders Whether Channels of Communication Frequency of Purpose and Scope of Engagement
Identified as a (Email, SMS, Newspaper, Engagement Including Key Topics and Concerns
14. Assessments for the year
Vulnerable & Pamphlets, Advertisement, Raised During Such Engagement
% of Your Plants and Offices that were Assessed Marginalised Community Meetings, Notice
(by Entity or Statutory Authorities or Third Parties) Group (Yes/ Board, Website), Others
Health and safety practices 100 No)
Communities and Yes (1) CSR initiatives Continuous Purpose:
Working conditions 100
academic groups (2) Community development (1) Contributing to the well-being of local
(3) Engaging with local authorities communities through social activities
15. Provide details of any corrective action taken or underway to address safety-related incidents (2) Educational initiatives
(if any) and on significant risks/concerns arising from assessments of health and safety (3) Health and skill development
practices and working conditions.
Concerns Raised:
Below are some examples highlighting corrective actions to address safety-related incidents: (1) Creating livelihoods
(2) Developing community infrastructure
• All safety-related incidents are investigated and learning from such incidents is shared across the organisation for
(3) Improving living standards
deployment of corrective action in order to stop the recurrence of such incidents.
• Implementation of Behaviour Based Safety (BBS) practices across the Company
• Strengthening confined space work monitoring and electrical safety
• Auditing and improving safety for conveyor belt

Key Stakeholders Whether Channels of Communication Frequency of Purpose and Scope of Engagement Thermax embarked on the Social Compact (SoCo) initiative with NGOs and other like-minded corporates, to help
Identified as a (Email, SMS, Newspaper, Engagement Including Key Topics and Concerns design a framework to support informal workers live a life of dignity and equity. This initiative with NGO Dasra ensures
Vulnerable & Pamphlets, Advertisement, Raised During Such Engagement greater dignity for the industrial workers in India. SoCo is trying to bring about a massive shift in mindset, policies and
Marginalised Community Meetings, Notice
procedures within industries to enable government benefits and entitlements to the informal workforce through worker
Group (Yes/ Board, Website), Others
No) facilitation centres.
Owners & No (1) Annual Report Quarterly/Half Purpose:
shareholders (2) Company website yearly (1) Continuously elevating corporate value To further social equity, we are also partnering with communities around our manufacturing locations.
(3) Quarterly calls (2) Delivering better returns on investments During FY 2022-23, Thermax Foundation continued its partnership with NGOs such as Lokbharati and Manavlok as well
(4) Investor relationship meetings as with like-minded corporates for upskilling of the youth and capacity-building programmes for the farmers.
and AGM Concerns Raised:
(5) Various publications (1) Company’s financial health
(6) Stock exchange notifications (2) Effective risk controls Lokbharati: https://lokbharti.com/partners/corporate/
(7) Newspapers (3) Fair business practices
(8) Emails - Improved return on investment Manavlok: https://manavlok.org/our-partners
(9) Stakeholders Relationship
Committee
(10) Investor Relations Leadership Indicators
(11) Registrar & Transfer Agent
1. Provide the processes for consultation between stakeholders and the Board on economic,
Employees No (1) Awards Continuous Purpose: environmental, and social topics or if consultation is delegated, how is feedback from such
(2) Department meetings (1) Employee well-being
(3) Surveys (2) Functional and soft skill development consultations provided to the Board?
(4) Town halls (3) Structured learning The Company’s management frequently engages with its key stakeholders, including investors, customers, suppliers,
(5) Trainings (4) Talent attraction and retention and employees. Progress updates are provided to the Board, and their inputs are sought on a periodic basis.
(6) Workshops The Board of Directors are periodically updated on various topics, including industry overviews, customer service
(7) Nomination & Remuneration Concerns Raised:
Committee (1) Career growth updates, digital initiatives, Corporate Social Responsibility projects, financial performance, and strategy. Additionally,
(8) Human Resource function (2) Employee benefits the Directors are briefed on the regulatory environment, including significant regulatory developments, circulars,
(3) Performance management and amendments by bodies such as the Securities & Exchange Board of India and the Ministry of Corporate Affairs.
Customers No (1) Advertisement campaigns Continuous Purpose: Feedback from the Board is also collected to ensure alignment and collaboration.
(2) Brochures (1) Providing a comprehensive portfolio
(3) Company website of products and solutions aligned with
(4) Customer care their evolving requirements
2. Whether stakeholder consultation is used to support the identification and management of
(5) Customer meets environmental, and social topics (Yes/No). If so, provide details of instances as to how the inputs
(6) Customer satisfaction survey Concerns Raised: received from stakeholders on these topics were incorporated into the policies and activities of
(7) Feedback forms - Fireside (1) Quality the entity?
(in-house magazine) (2) Responsiveness
Yes, the Company utilises materiality assessments to engage with stakeholders and priority issues related to
(8) Events and exhibitions (3) Timely project completion
(9) Emailers (4) Engineering technique economic, environmental, and social topics. In addition, the Company interacts with investors and analysts to gain
(10) Social media webinars an understanding of their expectations and incorporate them into the sustainability framework. This has led to the
Vendors and No (1) Enquiries via telephone and Continuous Purpose: development of several initiatives focussed on responsible investing, equal opportunity, diversity and inclusion
Business Partners e-mail (1) Assessment and audit of suppliers policies, privacy policies, human capital, environmental impact, and sustainability risk assessments.
(2) Periodic partner meets (2) Aligning suppliers with environmental
(3) Publications and supplier code of conduct
(4) Supplier surveys (3) Conforming to quality and HSE (Health, 3. Provide details of instances of engagement with, and actions taken to address the concerns of
(5) Tendering and procurement Safety and Environment) vulnerable/ marginalised stakeholder groups.
The Company places a strong emphasis on education for economically underprivileged children, with Thermax
Concerns Raised: Foundation supporting two Akanksha Foundation schools in Pune through a public-private partnership. Additionally,
(1) Purchase processes
(2) Repeat orders Thermax Foundation provides support to Akanksha Foundation alumni through mentorship and guidance to
(3) Timely payments pursue higher education and careers. In addition to education, the Company is also involved in addressing social
Government No (1) Activities through business Continuous Purpose: discrimination through affirmative action, skill development, and employability initiatives. The Company’s social arm,
Authorities and industry groups (1) Building businesses contributing to the Thermax Foundation, also addresses complex health, safety, and environmental issues faced by disadvantaged,
(2) Industry associations development vulnerable, and marginalised stakeholders.
(3) Participation in policy councils (2) Making mandatory and non-mandatory
disclosures
Concerns Raised:
(1) Compliance with regulations
(2) CSR reporting
(3) ESG performance

Principle 5 - Businesses should respect and promote human rights 3. Details of remuneration/salary/wages, in the following format:
Male Female
Essential Indicator
Number Median Number Median
1. Employees and workers who have been provided training on human rights issues and policy(ies) Remuneration/ Remuneration/
of the entity, in the following format: Salary/Wages Salary/Wages
Category FY 2022-23 FY 2021-22 of Respective of Respective
Current Financial Year Previous Financial Year Category Category
Total (A) No. of % (B/A) Total (C) No. of % (D/C) Board of Directors (BoD) 14 6,45,000 2 25,90,000
Employees/ Employees/ Key managerial personnel 7 59,02,951 4 2,52,669
Workers Workers Employees other than BoD and KMP 3,230 8,95,758 267 7,61,604
Covered (B) Covered (D) Permanent workers 913 3,30,038 2 22,012
Employees Contractual workers 15,977 Not Applicable*
Permanent 3,497 707 20.22 3,475 437 12.58
Note: Although wages are subject to the rate contract with the contractor, the Company ensures that the wages paid comply with the
Other than permanent 3,181 1,399 43.98 1,782 861 48.32 applicable regulations. The minimum wage rate may differ depending on the location or state.
Total employees 6,678 2,106 31.54 5,257 1,298 24.69
Workers 4. Do you have a focal point (individual/committee) responsible for addressing human rights
Permanent 915 915 100 878 878 100 impacts or issues caused or contributed to by the business? (Yes/No)
Yes. The Human Resources department of the Company has been designated as the focal point for resolving any
Other than permanent 15,977 Not Applicable* 13,489 Not Applicable*
issues pertaining to human rights.
Total workers 16,892 915 5.42 14,367 878 6.11
5. Describe the internal mechanisms in place to redress grievances related to human rights issues?
Note: Not Applicable* Although the implementation of the Human Rights Policy is ongoing, the company already incorporates aspects
of human rights into its Code of Conduct, Child Labour Law, Prevention of Sexual Harassment at the Workplace, and other policies. As
Covered under COBEC, POSH and Whistleblower Policy, respective committees are formed to deal with any such
part of the induction process for new employees and permanent workers, the Company provides training and orientation sessions on instances. Thermax is committed to the highest standards of transparency, honesty and accountability in all Thermax’s
these aspects. The number of people who received such training during the current financial year is indicated in the above mentioned affairs and to providing a workplace conducive to open discussion relating to its business practices. The whistleblower
count. For non-permanent workers, the respective contractors are responsible for training on aspects of human rights. can make protected disclosure to either the Chairperson or the Managing Director or the Chairman of the Audit
Committee through the defined reporting channels. Grievances can be raised through e-mails and all the grievances
2. Details of minimum wages paid to employees and workers: that are received through different platforms are directed to the Chairperson or the Managing Director or the Chairman
Category FY 2022-23 Current Financial Year FY 2021-22 Previous Financial Year of the Audit Committee. The confidentiality of such reporting is maintained and the whistleblower is protected from
Total Equal to Minimum More than Total Equal to Minimum More than any discriminatory action. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
(A) Wage Minimum Wage (D) Wage Minimum Wage of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees
No. (B) % (B/A) No. (C ) % (C/A) No. (E ) % (E/D) No. (F) % (F/D) (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 periodical
Employees
basis. COBEC: The company has adopted the Code of Business Ethics & Conduct (COBEC) which is applicable to all
Permanent
its employees and business associates. Since, the adoption of COBEC, a series of training programmes have been
Male 3,230 0 0 3,230 100 3,257 0 0 3,257 100 conducted in which employees of all business divisions and regions have been covered.
Female 267 0 0 267 100 218 0 0 218 100
Other than Permanent 6. Number of complaints on the following made by employees and workers:
Male 3,050 0 0 3,050 100 1,704 0 0 1,704 100 Category FY 2022-23 FY 2021-22
Female 131 0 0 131 100 78 0 0 78 100 Filed Pending Remarks Filed Pending Remarks
During the Resolution During the Resolution
Workers Year at the End of Year at the End of
Permanent the Year Year
Male 913 0 0 913 100 873 0 0 873 100 Sexual harassment
Female 2 0 0 2 100 5 0 0 5 100 Discrimination at workplace
Other than Permanent Child labour
NIL – Complaints not received related to the areas mentioned in the category.
Male 15,977 0 0 15,977 100 13,489 0 0 13,489 100 Forced/involuntary labour
Wages
Female 0 0 0 0 0 0 0 0 0 0
Other issues
Note: The complaint count is provided under point no. VII. Complaints/grievances on any of the principles (Principles 1 to 9) under
the National Guidelines on Responsible Business Conduct. With regard to other miscellaneous issues like complaints on issues like
canteen service or queries/complaints on appraisals are handled at the appropriate level.

7. Mechanisms to prevent adverse consequences to the complainant in discrimination and Principle 6 - Businesses should respect and make efforts to protect and restore the
harassment cases environment
The Company believes in upholding fairness and meritocracy through a policy framework that strictly adheres to
non-discriminatory practices and provides equal opportunities to all individuals regardless of their gender, religion, Essential Indicators
caste, race, age, community, physical ability or sexual orientation. To achieve this, the Company has implemented
1. Details of total energy consumption (in giga joules (GJ)) and energy intensity, in the following
various policies such as the Code of Conduct, Prevention of Sexual Harassment, Rights of Persons with Disabilities, etc.
format:
These policies ensure a robust grievance redressal process and establish clear employee responsibilities and acceptable
Parameter FY 2022-23 FY 2021-22
conduct. By upholding these policies, the Company promotes a diverse and inclusive culture in the workplace.
Total electricity consumption (A) 1,20,704 1,20,770
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No) Total fuel consumption (B) 1,82,795 1,97,725
Yes. Energy consumption through other sources (C) 15,187 16,390
Total energy consumption (A+B+C)* 3,18,686 3,34,884
9. Assessments for the year: Energy intensity per rupee of turnover 41.1 55.8
% of Offices that were assessed (by Entity or Statutory (Total energy consumption/turnover in rupees)
Authorities or Third Parties) Energy intensity (optional) – the relevant metric may be selected by the entity
Child labour
Forced/involuntary labour Note: By implementing efficiency projects during the year, the Company reduced its energy consumption by 5% compared to last year
and reduced its carbon footprint positively impacting the environment.
Sexual harassment 100% These aspects are assessed on an
Discrimination at workplace ongoing basis by the Company. Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of
the external agency.
Wages
Others – please specify No assessment was carried out by an external agency during the year.
10. Provide details of any corrective actions taken or underway to address significant risks/ 2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the
concerns arising from the assessments at Question 9 above. Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes,
Not Applicable. disclose whether targets set under the PAT scheme have been achieved. In case targets have
not been achieved, provide the remedial action taken, if any.
Leadership Indicators The Company does not fall within the purview of a Designated Consumer under the PAT scheme of GoI.
1. Details of a business process being modified/introduced as a result of addressing human rights
grievances/complaints. 3. Provide details of the following disclosures related to water, in the following format:
There were no human rights grievances/complaints and thus this is not applicable. Parameter FY 2022-23 FY 2021-22
(Current (Previous
2. Details of the scope and coverage of any human rights due diligence conducted. Financial Year) Financial Year)
The human rights aspects are covered under various laws like the prevention of sexual harassment at the workplace, child Water withdrawal by source (in kilolitres)
labour law, equal opportunity policy etc. The Company has ensured human rights aspects by adhering to the laws. (i) Surface water 1,46,432 1,62,137
(ii) Groundwater 0 0
3. Is the premise/office of the entity accessible to differently-abled visitors, as per the (iii) Third-party water 6,40,194 7,18,795
requirements of the Rights of Persons with Disabilities Act, 2016? (iv) Seawater/desalinated water 0 0
Yes. The Company has taken steps to improve accessibility to differently-abled persons. Amenities like wheelchairs, (v) Others (Rainwater use + bottled water) 23,178 12,635
washrooms, and lifts are available at facilities and ramps are available at certain locations.
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 8,09,804 8,93,567
Total volume of water consumption (in kilolitres) 8,09,804 8,93,567
4. Details on assessment of value chain partners: Others – please specify
Water intensity per rupee of turnover (water consumed/turnover) in litre per rupee 104.4 148.8
% of Value Chain Partners (by the Value of Business Done
with Such Partners) that were Assessed Water intensity (optional) – the relevant metric may be selected by the entity
Sexual harassment
Note: The Company’s initiatives towards freshwater conservation resulted in a 9% reduction in freshwater consumption during the year.
Discrimination at workplace The initiatives like the use of treated water for dosing in the treatment at the manufacturing unit - Dahej, installation of waterless urinals
Child labour in some offices, installation of low flow water aerators, and increased use of rainwater harvested at the manufacturing unit – Paudh,
NIL have contributed to reduction in freshwater intake.
Forces labour/involuntary labour
Wages Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an
Others – please specify external agency? (Y/N) If yes, name of the external agency.
No.
5. Provide details of any corrective actions taken or underway to address significant risks/
concerns arising from the assessment at Question 4 above.
Not Applicable.

4. Has the entity implemented a mechanism for zero liquid discharge? If yes, provide details of its Operational efficiency projects, such as installing VFDs on various equipment, optimising ETP blower operations and
coverage and implementation. arresting compressor leakages, have been implemented to minimise energy consumption. Motion sensors have been
Yes, the Company has implemented the mechanism for zero liquid discharge (ZLD). Our 7 plants (Chinchwad-2, installed to prevent excess usage, and energy-efficient pumps have replaced cooling water pumps at process cooling
Bhosari, Shirwal, Savli, Solapur, Paudh) are zero liquid discharge compliant. towers. LED lights have also been installed in shop floors that helps reduce energy consumption.
Note: The Company does not release treated water outside the plant and uses that treated water internally for gardening, flushing, and On renewable energy generation and procurement, the Company has commissioned 930 kWp solar rooftop capacity
other applications. at Sri City, with another 297 kWp land-based solar capacity under commissioning at the Solapur plant. The Company
has procured renewable energy through wind sources for three plants - Chinchwad, Shirwal, and Paudh in
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following Maharashtra.
format:
Parameter Please Specify FY 2022-23 FY 2021-22 The fuel switch project at the Dahej plant is currently in the commissioning phase, which involves replacing the existing
Unit (Current Financial (Previous Financial natural gas boiler with a biomass fired boiler.
Year) Year) The Company’s overall commitment to sustainability and reducing its carbon footprint is evident through its various
NOx MT 350.89 21.08 efforts.
SOx MT 111.18 11.35
Particulate matter (PM) MT 991.39 48.73 8. Provide details related to waste management by the entity, in the following format:
Persistent organic pollutants (POP) Not Applicable* Not Applicable* Parameter FY 2022-23 FY 2021-22
Volatile organic compounds (VOC) 161.62 195.65 (Current (Previous
Hazardous air pollutants (HAP) Not Applicable* Not Applicable* Financial Year) Financial Year)
Others – please specify Not Applicable Not Applicable Total waste generated (in metric tonnes)
Plastic waste (A) 86 26
* The requirement of measuring SOx, NOx, are not prescribed in some consents to operate obtained from the concerned pollution E-waste (B) 7 13
control boards. From 2022-23 as a best practice, we have started measuring these in all our manufacturing locations. Thus the
numbers of corresponding years are not comparative.
Bio-medical waste (C) 0 2
Construction and demolition waste (D) 0 20
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an Battery waste (E) 4 0
external agency? (Y/N) If yes, name of the external agency.
Radioactive waste (F) 0 0
No assessment/evaluation/assurance was carried out by an external agency during the year.
Other hazardous waste. Please specify, if any. (G) metal scrap, wooden scrap, 9,605 9,032
shop floor soil, garbage, corrugated scrap, non-hazardous ash etc.
6. Provide details of greenhouse gas emissions (scope 1 and scope 2 emissions) & its intensity, in
Other non-hazardous waste generated (H). Please specify, if any. (Break-up 6,379 4,037
the following format:
by composition i.e. by materials relevant to the sector)
Parameter Unit FY 2022-23 FY 2021-22
Total (A+ B + C + D + E + F + G + H) 16,081 13,130
(Current (Previous
Financial Year) Financial Year) For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations
(in metric tonnes)
Total scope 1 emissions (break-up of the GHG into CO2, Metric tonnes of CO2 12,180 13,000
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent Category of waste
Total scope 2 emissions (break-up of the GHG into CO2, Metric tonnes of CO2 24,037 26,072 (i) Recycled 13,258 9,407
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent (ii) Re-used 0 0
Total scope 1 and scope 2 emissions per rupee of 4.7 6.5 (iii) Other recovery operations - (co-processing) 1,774 658
turnover Total 15,032 10,065
Total scope 1 and scope 2 emission intensity (optional) NA NA For each category of waste generated, total waste disposed of by nature of disposal method (in metric tonnes)
– the relevant metric may be selected by the entity Category of waste
Note: The Company has identified four key areas to achieve the reduction in carbon emissions i.e. operational efficiency, addition to
(i) Incineration 109 305
renewable energy generation, renewable energy procurement, and fuel switch. (ii) Landfilling 940 2,760
(iii) Other disposal operations 0 0
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an
external agency? (Y/N) If yes, name of the external agency. Total 1,049 3,065
No assessment/evaluation/assurance was carried out by an external agency during the year.
Note: During this year, the total waste recovered through recycling and other recovery options has significantly increased to 93% and
the amount of waste sent to landfills and incineration facilities has decreased to 7%. This reflects the Company’s proactive approach
7. Does the entity have any project related to reducing greenhouse gas emissions? If yes, then towards responsible waste management practices, with a focus on minimising waste disposal in landfills.
provide details.
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an
Yes. As part of its commitment to reduce carbon emissions, Thermax has identified four key areas to achieve this goal -
external agency. (Y/N) If yes, name of the external agency.
operational efficiency, renewable energy generation, renewable energy procurement, and fuel switch.
No assessment was carried out by an external agency during the year.
The Company has made significant progress through these initiatives.

9. Briefly describe the waste management practices adopted in your establishments. Describe the Leadership Indicators
strategy adopted by your company to reduce the usage of hazardous and toxic chemicals in your
1. Provide break-up of the total energy consumed (in gigo joules (GJ)) from renewable and non-
products and processes and the practices adopted to manage such wastes.
renewable sources, in the following format:
Thermax has incorporated a waste reduction strategy in its operations and has successfully implemented the following
projects: Parameter FY 2022-23 FY 2021-22
(Current (Previous
1. Sustainable paint sludge recycling initiative: The Company has taken a sustainable approach towards hazardous Financial Year) Financial Year)
waste management by recycling paint sludge. 10.6 MT of paint sludge from the Chinchwad and Shirwal plants was From renewable sources
diverted from incineration to recycling for energy recovery. This process not only reduces the amount of waste Total electricity consumption (A) 11,481 2,073
that needs to be disposed of but also conserves natural resources and saves energy while reducing greenhouse Total fuel consumption (B) 4,428 2,225
gas emissions. Energy consumption through other sources (C) 0 0
Total energy consumed from renewable sources (A+B+C) 15,909 4,298
2. Circular economy initiative at dahej chemical plant: The Company’s initiative at the Dahej chemical plant
From non-renewable sources
exemplifies a circular economy in action. By repurposing 1,764 MT of hazardous waste as fuel for nearby cement
plants, the Company has created a closed-loop system where waste is transformed into a valuable resource. Total electricity consumption (D) 1,09,223 1,18,697
This approach conserves natural resources and reduces carbon footprint and land contamination. Total fuel consumption (E) 1,78,367 1,95,500
Energy consumption through other sources (F) 15,187 16,390
3. ‘Single-use plastic free’ certification at Savli plant: In adherence to new regulations on plastic waste management, Total energy consumed from non-renewable sources (D+E+F) 3,02,777 3,30,587
the Company has taken steps towards environmental conservation by implementing a single-use plastic (SUP)
free facility. By identifying 14 SUP items used on the site and finding alternative solutions to eliminate them, Note: The significant increase in renewable energy is credited to the increase in solar rooftops at Sri City and procurement of green
energy from wind through open access mechanism at Chinchwad, Paudh and Shirwal.
the Savli plant became the Company’s first site to receive a SUP free certification from CII, contributing to the
Company’s commitment to environmental conservation. Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an
external agency. (Y/N) If yes, name of the external agency.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national No assessment was carried out by an external agency during the year.
parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal
regulation zones etc.) where environmental approvals/clearances are required, please specify 2. Provide the following details related to water discharged:
details.
Parameter FY 2022-23 FY 2021-22
S. Location of Type of Whether the Conditions of Environmental Approval/Clearance (Current (Previous
No. Operations/ Operations are being complied with? (Y/N) Financial Year) Financial Year)
Offices If No, the Reasons thereof and Corrective Action Taken, if Any
Water discharge by destination and level of treatment (in kilolitres)
NIL
(i) To surface water 0 0
No treatment
11. Details of environmental impact assessments of projects undertaken by the entity based
With treatment – please specify the level of treatment
on applicable laws, in FY 2022
(ii) To groundwater 0 0
Name and EIA Notification Date Whether Conducted by Results Relevant No treatment
Brief Details of Number Independent External Communicated Web-links
With treatment – please specify the level of treatment
Project Agency in Public Domain
(Yes/No) (Yes/No) (iii) To seawater 2,74,771 3,95,188
NIL No treatment
With treatment – please specify the level of treatment 2,74,771 3,95,188
Note: The Company has undertaken various projects across the states. The site premise belongs to the customer where EIA was (iv) Sent to third-parties 3,666 3,869
conducted. Those details are not covered. No treatment 3,666 3,869
12. Is the entity compliant with the applicable environmental law/regulations/guidelines in India, With treatment – please specify the level of treatment
such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of (v) Others 0 0
Pollution) Act, Environment Protection Act and rules thereunder? (Y/N) If not, provide details of No treatment
all such non-compliances. With treatment – please specify the level of treatment
S No. Specify the Law/ Regulation/ Provide Details Any Fines/ Penalties/ Corrective Action Total water discharged (in kilolitres) 2,78,437 3,99,057
Guidelines which were Not of the Non- Action Taken by Regulatory Taken, if Any
Complied With Compliance Agencies such as Pollution Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an
Control Boards or Courts external agency? (Y/N) If yes, name of the external agency.
NIL No assessment was carried out by an external agency during the year.

3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres): 4. Please provide details of total Scope 3 emissions & its intensity, in the following format:
For each facility/plant located in areas of water stress, provide the following information: Parameter Unit FY 2022-23 FY 2021-22
Total Scope 3 emissions tCO2e NA NA
(i) Name of the area (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs,
Not Applicable SF6, NF3, if available)
Total Scope 3 emissions per rupee of turnover tCO2e/INR NA NA
(ii) Nature of operations Total Scope 3 emission intensity (optional) – the NA NA
Not Applicable relevant metric may be selected by the entity
(iii) Water withdrawal, consumption and discharge in the following format: Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an
Parameter FY 2022-23 FY 2020-21 external agency. (Y/N) If yes, name of the external agency.
Water withdrawal by source (in kilolitres) No assessment was carried out by an external agency during the year.
i. Surface water Not Applicable Not Applicable
ii. Groundwater Not Applicable Not Applicable 5. With respect to the ecologically sensitive areas reported in question 10 of Essential Indicators
iii. Third-party water Not Applicable Not Applicable above, provide details of the significant direct & indirect impact of the entity on biodiversity in
such areas along with prevention and remediation activities.
iv. Seawater/desalinated water Not Applicable Not Applicable
Not Applicable
v. Others Not Applicable Not Applicable
Total volume of water withdrawal (in kilolitres) 0 0 6. If the entity has undertaken any specific initiatives or used innovative technology or solutions
Water intensity per rupee of turnover (Water consumed/ turnover) Not Applicable Not Applicable to improve resource efficiency or reduce impact due to emissions/effluent discharge/waste
Water intensity (optional) – the relevant metric may be selected by the generated, please provide details of the same as well as the outcome of such initiatives, as per
entity the following format:
Water discharge by destination and level of treatment (in kilolitres)
S. Initiative Undertaken Details of the Initiative (Web-link, Outcome of the Initiative
i. Into surface water 0 0 No. if any, may be Provided Along with
- No treatment Not Applicable Not Applicable Summary)
- With treatment – please specify the level of treatment Not Applicable Not Applicable 1 At Dahej, the co-processing of Diversion of ETP waste to co-processing Diversion of waste from landfill
ii. Into groundwater 0 0 waste for energy purposes for the cement industry. Total of 1,764 MT Resource conservation
- No treatment Not Applicable Not Applicable of landfill waste was diverted towards co-
processing
- With treatment – please specify the level of treatment Not Applicable Not Applicable
iii. Into seawater 0 0 2 At Dahej, reduction in Reduction of freshwater consumption in Resource conservation
freshwater consumption in the the ETP process by using treated water for Reduction in pollution
- No treatment Not Applicable Not Applicable
ETP process the preparation of ETP chemicals
- With treatment – please specify the level of treatment Not Applicable Not Applicable
3 At Shirwal and Chinchwad, Diversion of hazardous paint waste going Resource recovery by eliminating
iv. Sent to third-parties 0 0 recycling of paint sludge for incineration to recycling for making incineration
- No treatment Not Applicable Not Applicable powder
- With treatment – please specify the level of treatment Not Applicable Not Applicable 4 At Savli, eliminated single-use Elimination of single-use plastic from the Reduced plastic pollution and
v. Others 0 0 plastic from plant Savli plant received certification from CII
- No treatment Not Applicable Not Applicable
- With treatment – please specify the level of treatment Not Applicable Not Applicable 7. Does the entity have a business continuity and disaster management plan? Give details in 100
Total water discharged (in Kilolitres) 0 0 words/ web-link.
Yes. The Company has an Enterprise Risk Management (ERM) framework to identify, assess, mitigate, and report on
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an risks. The Company’s Risk Management Council and Committee conduct a thorough review of key risks, including their
external agency? (Y/N) If yes, name of the external agency. impact on strategic decisions and potential mitigation measures. This review is conducted in response to significant
No assessment was carried out by an external agency during the year changes in the external environment that could have an impact on these risks. To remain vigilant, the Company
closely monitors developments in the domestic economic environment, geopolitical events, commodity prices such
as oil, coal, and steel, currency fluctuations, and interest rates. In addition to risk mitigation efforts, the Company
continuously monitors these risks for any emerging business opportunities.

Principle 7 - Businesses, when engaging in influencing public and regulatory policy, 4. Percentage of input material (inputs to total inputs by value) sourced from suppliers.
should do so in a manner that is responsible and transparent FY 2022-23 FY 2021-22
Directly sourced from MSMEs/small producers 47.4 45.9
Essential Indicator Sourced directly from within the district and neighbouring districts NA* NA*
1. a. Number of affiliations with trade and industry chambers/associations. Note: NA* Data will be tracked going forward.
4
Leadership Indicators
b. List the top 10 trade and industry chambers/associations (determined based on the total 1. Details of beneficiaries of CSR projects
members of such body) the entity is a member of/affiliated to. S. CSR Projects (in FY 2022-23) No. of Persons % of Beneficiaries
S. Name of the Trade and Industry Chambers / Reach of Trade and Industry Chambers/ No. Benefitted from from Vulnerable and
No. Associations Associations (State/National) CSR Projects Marginalised Groups
1 CII’s National Committee for Capital Goods & Engineering National 1 School Project - Thermax Foundation (TF) funds two Pune Municipal 1,807 100
2 Mahratta Chamber of Commerce, Industries and Agriculture State Corporation (PMC) Schools run by NGO Akanksha Foundation
through public-private partnership (PPP). Through this project,
3 Boilers and Pressure Vessels Sectional Committee, MED01, National
students from underprivileged economic families receive access to
BIS
quality education.
4 National Safety Council National
2 Alumni Project - TF supports the alumni from Akanksha Foundation 2,301 100
as well as another NGO iTeach to continue higher education after
2. Provide details of corrective action taken or underway on any issues related to anti-competitive school. Since most of the students are first-generation learners,
conduct by the entity, based on adverse orders from regulatory authorities. through alumni projects they receive career guidance, academic
Name of the Authority Brief of the Case Corrective Action Taken mentoring and support for junior college enrolment.
NIL NA NA 3 Skill Building - TF supports (based on identified need) the 400 100
NIL. There is no litigation filed /pending or completed against Thermax Limited regarding any anti-competitive community youth from villages near Thermax factories, who have
behaviour and violations of anti-trust provisions under the Competition Act, 2002. dropped out from education after class 10th to develop skills, and
take on roles like electrician, data entry operator. The NGO partner
provides training and placement to a minimum of 75% among them
in nearby companies.
Principle 8 - Businesses should promote inclusive growth and equitable development
Essential Indicators Principle 9 - Businesses should engage with and provide value to their consumers in a
responsible manner
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on
applicable laws, in the current financial year Essential Indicators
Name and SIA Date of Whether Conducted by Results Relevant
1. Describe the mechanisms in place to receive and respond to consumer complaints and
Brief Details of Notification Notification Independent External Communicated Web-link
Project No. Agency (Yes/No) in Public Domain feedback:
(Yes/No) Customer complaints are received through email, transmittal letters, and verbal communications. All complaints raised
No such project was initiated which requires social impact assessment. by customers through Thermax Channel Associates (TCAs) are logged in Salesforce.com (SFDC) and reviewed by
the service team. Resolutions are also recorded on SFDC. Any other complaints received directly from customers at
Note: The Company has undertaken various projects across the states. The site premise belongs to the customer where SIA was the Customer Relationship Centre (CRC) are forwarded to relevant teams for their response. By monitoring customer
conducted. Those details are not covered. complaints through Salesforce.com’s service cloud, we have improved our responsiveness and efficiency in managing
complaints, while effectively tracking and addressing recurring issues.
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement
(R&R) is being undertaken by your entity 2. Turnover of products and/services as a percentage of turnover from all products/services that
S. Name of Project State District No. of Project % of PAFs Amounts Paid to carry information about:
No. for which R&R is Affected Families covered by R&R PAFs in FY (In Rs.) As a Percentage of Total Turnover
Ongoing (PAFs)
No rehabilitation and resettlement were undertaken by the entity during this reporting period. Environmental and social parameters relevant to the product
All the products of the Company contain relevant
Safe and responsible usage
3. Describe the mechanisms to receive and redress grievances of the community. information as required under applicable laws.
Recycling and/or safe disposal
Any community member can raise a complaint on Company’s toll-free number and email address provided on the
Company’s website which is monitored, addressed, and a proper record is maintained under the Whistleblower Policy.

3. Number of consumer complaints: 3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential
FY 2022-23 Remarks FY 2021-22 Remarks services.
Received Pending Received Pending The Company has the necessary mechanisms in place to inform consumers if any major discontinuation happens.
During the Resolution During the Resolution This includes updating and replacing outdated information on the website, publishing articles about upgraded or new
Year at End of Year at End of versions of products and solutions in publications, and disseminating information on social media accounts.
Year Year
Data Privacy NIL No such NIL No such 4. Does the entity display product information on the product over and above what is mandated as
complaint complaint was per local laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out
Advertising
was received in any survey with regard to consumer satisfaction relating to the major products/services of the
Cyber security received in FY 2021-22 entity, significant locations of operation of the entity or the entity as a whole? (Yes/No)
Delivery of essential services FY 2022-23 No. All the products of the Company contain relevant information as required under applicable laws.
Restrictive trade practices
5. Provide the following information relating to data breaches:
Unfair trade practices
a. Number of instances of data breaches along with the impact
Other Kindly refer to Section A General Disclosure Point No. VII Transparency and There were no data breaches during the year.
Disclosures Compliances
b. Percentage of data breaches involving personally identifiable information of customers
4. Details of instances of product recall on accounts of safety issues NIL
Number Reasons for recall
Voluntary recalls
NIL
Forced recalls
5. Does the entity have a framework/policy on cyber security and risks related to data privacy?
(Yes/No) If available, provide a web-link of the policy.
Yes. The Company regularly provides training on security awareness to its employees. Unused information is archived
and purged according to the Company’s Data Retention Policy. Role-specific access to IT equipment is created and
controlled. Implementation of identity and access management through single sign-on and multi-factor authentication
is underway. Servers and databases for all hosted applications are currently being upgraded for high availability.
The Company regularly tests its disaster recovery plan for critical applications.
Web-link: https://www.thermaxglobal.com/
6. Provide details of any corrective actions taken or underway on issues relating to advertising
and delivery of essential services; cyber security and data privacy of customers; re-occurrence
of instances of product recalls; penalty/action taken by regulatory authorities on the safety of
products/services.
Not Applicable
Leadership Indicators
1. Channels/platforms where information on products and services of the Company can be
accessed.
The details of the product and services are available on https://www.thermaxglobal.com/
2. Steps taken to inform and educate consumers, especially vulnerable and marginalised
consumers, about safe and responsible usage of products and services.
The Company’s tech-enabled assets/products drive operational efficiency and sustainable growth for its customers.
Additionally, the Company places a strong emphasis on educating the customers about the responsible usage of its
products and services.

Annexure-3 to the Directors’ Report (iii) C

apital Investment on Energy • THVAC
Conservation Equipments – The product CAD weight has been
Energy Conservation, Technology Absorption and The Company has spent Rs. 4.1 crore as capital
optimised 800 Kgs to 340 Kgs
Foreign Exchange Earnings & Outgo expenditure on Carbon Reduction Projects for
FY 2022-23.
– Since Dec 2022, the THVAC has been
installed on one of the largest fleets
[Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies of India on Pune - Nagpur route and
(Accounts) Rules, 2014] B. Technology Absorption 1,25,000 kms of running has been
1. Efforts, in Brief, Made Towards completed with 100% uptime.
Technology Absorption
• Coal Gasification • Hydrogen (AEM/GPS/BIO)
A. Conservation of Energy operation at the Paudh plant resulted in a – Under the Company’s coal to methanol – The Company initiated the project on
reduction of 145 metric tons of Furnace oil project (NITI Aayog initiative under development of AEM (Anion Exchange
i) Steps Taken for Conservation of Membrane) based Electrolyser
(LHS oil) consumption, generating both cost Department of Science & Technology
Energy savings and environmental benefits. and collaboration was initiated with
and in partnership with IIT Delhi),
Thermax, a leading energy and environment the Pilot plant has been set up in CSIR-NCL under CSIR-Hydrogen
solutions provider, has taken significant strides (c) Water the year 22-23. Targeted methanol Mission Initiative.
towards achieving its decarbonising commitment. The Company has implemented several production has been repeatedly
The Company has been actively pursuing initiatives to reduce water consumption – The project is envisaged to develop
demonstrated using high ash Indian
operational efficiency initiatives and renewable and minimize water losses at its domestic and demonstrate an AEM type water
coal. Many varieties of Indian coal have
energy projects to reduce its carbon footprint manufacturing and office locations. Electrolyser for green hydrogen
been used as a feed and conversion
and contribute towards a sustainable future. These efforts include the recycling and reuse generation.
to syngas and methanol has been
During the year, the following measures were of wastewater, harvesting of rainwater, and successfully demonstrated
taken for energy and resource conservation: implementing measures to reduce water – The Company has initiated an
consumption. inhouse project to develop a novel
• Solar
(a) Electricity GPS (gas purification system) which
– In 2021, the Company entered into an
Thermax has successfully implemented Thermax’s water conservation efforts have will reduce the foot print and cost
agreement with Power Roll, a developer
various operational efficiency projects resulted in a significant saving of 2,49,510 m3 compared to conventional systems.
of unique, low-cost, and lightweight
at its manufacturing plants such as of water during the year. The GPS is modular in nature and
flexible solar films, to develop the
arresting compressor leakages, installing can be customised to suit any type of
market for solar film in India.
Variable Frequency Drive (VFD) on various ii) Steps Taken by the Company for Electrolyser.
equipment, installing motion sensors Utilising Alternate Sources of Energy – The Company’s market mapping
to avoid excess use, optimising Effluent – The Company has also initiated a
Thermax is actively implementing initiatives to exercise indicate a potential of 45
Treatment Plant (ETP) blower operations, project on biomass based hydrogen
increase the utilisation of renewable energy GW for Grid and Off Grid Indoor and
replacing cooling water pumps with generation project with collaboration
sources. The Company has procured 16.62 lakh Outdoor applications for Perovskite
energy-efficient pumps at process cooling partners to scale up the lab technology
units of renewable energy through open access. based Flexible Solar Thin film in India.
towers, and installing LED bulbs in shop to a pilot plant level project to enable
floor. These initiatives have not only helped – The Company developed a 20% higher production compared to
In addition, Thermax has generated 15.24 lakh
Thermax to reduce its energy consumption techno-economic capability towards conventional biological process.
units from 2.17 MWp capacity across its Savli,
and greenhouse gas emissions, but also to Jhagadia, Sri City plants, and Pune offices, technology benchmarking, partner’s
improve its operational efficiency and commercial readiness and cost to 2. Benefits Derived as a Result
showcasing a strong commitment to renewable
reduce costs. energy adoption for its operations. commercialise. of the above efforts – Product
Improvement, Cost Reduction,
(b) Fuel In total, Thermax has consumed 31.87 lakh units – A technology partner was identified Product Development, Import
Thermax is actively improving operational as the best fit company to engage,
of renewable power this year, demonstrating Substitution, etc.
efficiency and reducing its carbon footprint develop, localise and manufacture
significant efforts to reduce its environmental
through projects like transitioning to biomass Perovskite based Flexible Solar Thin • Coal Gasification:
impact.
from natural gas at the Dahej plant and Film for addressing Indian market. –
Indigenous technology development
implementing measures to enhance boiler has brought in interest from various

stake holders – Indian private 4. Expenditure on R&D Annexure-4 to the Directors’ Report
corporates, PSUs etc. to scale up
the technology for coal to chemical
Particulars Amount in Rs. crore
Current Previous
Annual Report on CSR Activities and
CSR Policy
projects.
Year Year
2022-23 2021-22
• Solar
a. Capital 0.71 0.12
– Thermax and the technology partner
shall accelerate the product localisation,
b. Recurring 32.21 31.25 1. A Brief Outline on CSR Policy of the Company
c. Total 32.92 31.38 The Board of Directors of Thermax Limited, after taking into account the recommendations of the CSR Committee,
customer acquisition, manufacturing
d. Total R&D 0.4% 0.5% has approved the CSR Policy for the company. The highlights of the policy are given in this report and the complete
plan and commercialisation for
expenditure as policy is uploaded on the company’s website: https://www.thermaxglobal.com/wp-content/uploads/2023/05/
perovskite based flexible solar thin film a percentage of CSR-Policy.pdf.
in India turnover
The Company has been focusing predominantly in the area of education of economically underprivileged children.
• THVAC 5. Foreign Exchange Earnings and Apart from education, Thermax is also involved, in a small way, in addressing the issue of social discrimination through
– Bus Fuel economy improvement has
Outgo affirmative action, skill development and employability initiatives.
been observed to the tune of 5% to 6%.
The Company’s operations in export markets are Thermax created a formal structure named Thermax Social Initiative Foundation as a Section 25 company (under the
– Use of natural refrigerant has been elaborated in the Management Discussion and erstwhile Companies Act, 1956) in 2007 to design and implement its CSR Programme. In 2015-16, it was renamed
Analysis which is a part of its Director’s Report Thermax Foundation (TF) and continues to be the primary implementing agency for the Thermax Group.
ensured and less than 5% lower CO2
emissions has been achieved.
The details of the foreign exchange earnings and 2. Composition of the CSR Committee
outgo are given below:
• Biomass Based Hydrogen The Committee met two times on April 6, 2022 and October 4, 2022, during the year. Details of the Committee
– Biomass based Hydrogen can help us Particulars Amount in Rs. crore members and meetings attended by the members are as follows:
to produce 20% more hydrogen than Current Previous
Sr. Name of the Designation / Nature Number of Meetings of Number of Meetings of the
conventional biological route. Year Year
No. Director of Directorship the CSR Committee Held CSR Committee Attended
2022-23 2021-22
during the Year During the Year
3. In Case of Imported Technology Inflow 1,437 942
1 Meher Pudumjee Chairperson 2 2
(Imported During the Last Three Outflow 442 256
2 Dr. Ravi (S.B) Pandit Committee Member & 2 2
Net 995 686 Independent Director
Years Reckoned from the Beginning
of the Financial Year), the Following 3 Nawshir Mirza Committee Member & 2 2
For and on behalf of the Board Independent Director
Information is Furnished:
NIL Meher Pudumjee
Chairperson
3. Provide the web link where the composition of the CSR https://www.thermaxglobal.com/corporate-governance-
committee, CSR policy and CSR projects approved by policies-and-disclosures/
DIN: 00019581 the Board are disclosed on the website of the company
Pune, May 17, 2023
4. Provide the executive summary along with web-link(s) Not Applicable
of impact Assessment of CSR Projects carried out in
pursuance of sub-rule (3) of rule 8, if applicable
5. (a) Average net profit of the company as per section 135(5): Rs. 268 Crore
(b) Two per cent of average net profit of the company as per section 135(5): Rs.5.37 Crore
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NA
(d) Amount required to be set off for the financial year, if any: NA
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs.5.37 Crore
6. (a) Amount spent on CSR Projects (both ongoing projects and other than ongoing projects): Rs.5.37 Crore
(b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable: NA
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 5.37 Crore

(e) CSR amount spent or unspent for the financial year: Form No. MR-3
Total Amount Amount Unspent (in Rs.) Annexure 5(a) to the Directors Report
Spent for the
Financial Year
Total Amount Transferred to
Unspent CSR Account as per
Amount Transferred to Any Fund Specified Under
Schedule VII as per second proviso to Section 135(5)
Secretarial Audit Report
(in Rs.) Section 135(6) For the Financial Year Ended March 31, 2023
Amount Date of Transfer Name of the Fund Amount Date of Transfer Pursuant to section 204(1) of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration
5.37 Crore Not Applicable of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements)
(f) Excess amount for set-off, if any Regulations, 2015
Sr. No. Particulars Amount (in Rs.) To, of Foreign Direct Investment and Overseas Direct
(i) Two per cent of the average net profit of the company as per section 135(5) 5.37 crore The Members, Investment;
(ii) Total amount spent for the financial year 5.37 crore Thermax Limited,
(iii) Excess amount spent for the financial year [(ii)-(i)] Nil D-13, MIDC, Ind. Area, (v) The following regulations and guidelines prescribed
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial Nil R D Aga Road, Chinchwad, under the Securities and Exchange Board of India Act,
years, if any Pune - 411019 1992 (‘SEBI Act’):-
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] NA
We have conducted the secretarial audit of the compliance a) The Securities and Exchange Board of India
7. Details of unspent CSR amount for the preceding three financial years:
of applicable statutory provisions and the adherence to (Substantial Acquisition of Shares and Takeovers)
I 2 3 4 5 6 7 8 good corporate practices by Thermax Limited (hereinafter Regulations, 2011;
Sr. Preceding Amount Balance Amount Amount transferred Amount Deficiency, called “the Company”). Secretarial Audit was conducted in
No. Financial transferred Amount in Spent to a Fund as specified remaining if any b) The Securities and Exchange Board of India
a manner that provided us a reasonable basis for evaluating
Year(s) to Unspent Unspent CSR in the under Schedule VII as to be
CSR Account Account under Financial per second proviso spent in the corporate conducts/statutory compliances and (Prohibition of Insider Trading) Regulations, 2015;
under sub- section Year (in to sub- section (5) of succeeding expressing our opinion thereon.
sub- section (6) of section Rs) section 135, if any Financial c) The Securities and Exchange Board of India
(6) of 135 (in Rs.) Amount Date of Years (in Based on our verification of the Company’s books, (Issue of Capital and Disclosure Requirements),
section 135 (in Rs.) Transfer Rs) papers, minute books, forms and returns filed and Regulations, 2018 (Not applicable to the
(in Rs.)
other records maintained by the company and also the Company during the audit period);
Not Applicable information provided by the Company, its officers, agents
and authorised representatives during the conduct of the d) The Securities and Exchange Board of India
8. Whether any capital assets have been created or acquired through Corporate secretarial audit, we hereby report that in our opinion, (Share Based Employee Benefits and Sweat
Social Responsibility amount spent in the Financial Year: the Company has, during the audit period covering the Equity) Regulations, 2021
financial year ended on March 31, 2023, complied with
Yes No e) The Securities and Exchange Board of India
the statutory provisions listed hereunder and also that the
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in Company has proper board processes and compliance (Issue and Listing of Non-Convertible Securities)
the Financial Year: mechanism in place to the extent, in the manner and subject Regulations, 2021 (Not applicable to the
to the reporting made hereinafter: Company during the audit period);
SI. Short particulars Pincode of Date of Amount Details of entity/ Authority/
No. of the property or the property or creation of CSR beneficiary of the registered owner
We have examined the books, papers, minute books, f) The Securities and Exchange Board of India
asset(s) [including asset(s) amount
complete address spent forms and returns filed and other records maintained by the (Registrars to an Issue and Share Transfer Agents)
and location of the Company for the financial year ended on March 31, 2023 Regulations, 1993 regarding the Companies Act
property] according to the provisions of: and dealing with the client; (Not applicable to
(1) (2) (3) (4) (5) (6) the Company during the audit period);
CSR Name Registered (i) The Companies Act, 2013, as amended from time to
Registration address time (the Act) and the rules made thereunder; g) The Securities and Exchange Board of India
Number, if (Delisting of Equity Shares) Regulations, 2021
applicable (ii) The Securities Contracts (Regulation) Act, 1956 (Not applicable to the Company during the
Not Applicable audit period); and
(‘SCRA’) and the rules made thereunder;
9. Specify the reason(s), if the company has failed to spend two per cent of the
(iii) The Depositories Act, 1996 and the Regulations and h) The Securities and Exchange Board of India
average net profit as per subsection (5) of section 135- NA (Buy-Back of Securities) Regulations, 2018 (Not
Bye-laws framed thereunder;
applicable to the Company during the audit
Ashish Bhandari Meher Pudumjee (iv) Foreign Exchange Management Act, 1999 and the period);
(Chief Executive Officer & Managing Director) (Chairperson, CSR Committee) rules and regulations made thereunder to the extent

vi) We further report that having regard to the compliance Jalansar Wind Energy Private Limited (JWEPL) and ANNEXURE-A
system prevailing in the Company and on examination Kanakal Wind Energy Private Limited (KWEPL) vide
of the relevant documents and records in pursuance Share Purchase Agreement (SPA) dated June 22,
thereof, no other law was applicable specifically to the 2022, pursuant to which they have become step-down
Company. subsidiaries of the Company. To,
The Members,
We have also examined compliance with the applicable 2. The Company has agreed to make an investment in Thermax Limited
clauses and regulations of the following: Covacsis Technologies Private Limited (“Covacsis”) D-13, MIDC Ind. Area
(i) Secretarial Standards issued by ‘The Institute of by subscribing to 43,192 (Forty Three Thousand One R D Aga Road, Chinchwad,
Company Secretaries of India’; and Hundred and Ninety Two) Cumulative Convertible Pune - 411 019
Preference Shares (CCPS). Post investment, the
(ii) The Listing Agreement entered into by the Company Company will hold 16.667% of the share capital of Our Secretarial Audit Report of even date is to be read along with this letter.
with Stock Exchange(s) pursuant to SEBI (Listing Covacsis.
Obligations and Disclosure Requirements) Management’s Responsibility
Regulations, 2015. 3. A special resolution was passed in the Annual General
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to
During the year under review, the Company has complied Meeting of the Company held on August 02, 2022,
ensure compliance with the provisions of all applicable laws and regulations and ensure that the systems are adequate
with the provisions of the Act, rules, regulations, guidelines, to make amendments including but not limited to
and operate effectively.
standards etc. mentioned above. correction, revision, consolidation with any other trust
and to alter, modify, edit and make amendments to the
Auditor’s Responsibility
We further report that, trust deeds of all the Employee Welfare Trusts.
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the
The Board of Directors of the Company is duly constituted 4. The Company has executed Shareholders’ Agreement Company with respect to secretarial compliances.
with a proper balance of Executive Directors, Non-Executive with EverEnviro Resource Management Private
Directors and Independent Directors. The changes in the Limited (EverEnviro) on July 27, 2022, to form a joint 3. We believe that audit evidence and information obtained from the Company’s management are adequate and
composition of the Board of Directors that took place during venture with an investment of 65% in the share capital appropriate for us to provide a basis for our opinion.
the period under review were carried out in compliance with by forming a subsidiary, with the name of Thermax
the provisions of the Act. Bioenergy Solutions Private Limited which was 4. We have relied on the documents and evidences provided by the Company either physically or in electronic mode.
incorporated on August 12, 2022.
Adequate notice is given to all directors to schedule the 5. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and
Board Meetings, agenda and detailed notes on agenda 5. The Board of Directors of WOS of the Company i.e. regulations and the happening of events, etc.
were sent at least seven days in advance, and a system Thermax Cooling Solutions Limited (TCSL/Demerged
exists for seeking and obtaining further information and Company) and Thermax Instrumentation Limited Disclaimer
clarifications on the agenda items before the meeting and (TIL/Resulting Company) have approved a scheme 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
for meaningful participation at the meeting. Further, in of arrangement pursuant to Sections 230 to 232 effectiveness with which the management has conducted the affairs of the Company.
the incidences where, for the purpose of any Board or read with section 66 of the Companies Act, 2013 on
Committee Meeting, notice, agenda or notes to agenda December 20, 2022. 7. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
are circulated within a shorter period of less than seven
days, all the Directors including Independent Directors have For SVD & Associates
consented to the shorter period of circulation of the same. Company Secretaries For SVD & Associates
All decisions at Board Meetings and Committee Meetings Company Secretaries
Sridhar Mudaliar
are carried out with the requisite majority as recorded in
Partner
the minutes of the meetings of the Board of Directors or Sridhar Mudaliar
FCS No: 6156
Committees of the Board, as the case may be. Partner
CP No: 2664
FCS No: 6156
We further report that there are adequate systems and C P No: 2664
processes in the company commensurate with the size Place: Pune
and operations of the Company to monitor and ensure Date: May 17, 2023
Place: Pune
compliance with applicable laws, rules, regulations and Peer Review Number: P2013MH075200
Date: May 17, 2023
guidelines. UDIN: F006156E000307259
Peer Review Number: P2013MH075200
We further report that during the audit period: Note: This report is to be read with the letter of even date UDIN: F006156E000307259
1. First Energy Private Limited (FEPL) a Wholly Owned by the Secretarial Auditors, which is annexed as Annexure A
Subsidiary (WOS) of the Company has acquired and forms an integral part of this report.

Form No. MR-3 (i) The Boilers Act, 1923 (ii)The Environment except when meetings were called at shorter notice
Annexure 5(b) to the Directors Report (Protection) Act, 1986 (iii) The Contract Labour as permitted u/s. 173(3) of the Act and a system exists
Secretarial Audit Report

(Regulation and Abolition), Act 1970 for seeking and obtaining further information and
clarifications on the agenda items before the meeting
For the Financial Year Ended March 31, 2023 I have also examined compliance with applicable and for meaningful participation at the meeting.
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration clauses of the following:
of Managerial Personnel) Rules, 2014] All decisions at Board Meetings and Committee
(i) Secretarial Standards (SS.1 relating to meetings Meetings were carried out unanimously as recorded
To, (iv) Foreign Exchange Management Act, 1999 and the of Board of Directors & SS.2 relating to General in the minutes of the meetings of Board of Directors or
The Members, rules and regulations made thereunder to the extent of Meetings) issued by the Institute of Company Committee of Board as the case maybe.
Thermax Babcock & Wilcox Energy Solutions Limited Overseas Direct Investment; (not applicable to the Secretaries of India.
Dhanraj Mahal, 2nd Floor, Chhatrapati Shivaji Maharaj Marg, Company during the Audit period) I further report that there are adequate systems and
Near Regal Cinema, Colaba Mumbai MH 400039 (ii) The Securities and Exchange Board of India processes in the company commensurate with the size
(v) The following Regulations and Guidelines prescribed (Listing Obligations and Disclosure Requirements) and operations of the company to monitor and ensure
We have conducted the secretarial audit of the compliance under the Securities and Exchange Board of India Regulations, 2015; (Not applicable to the compliance with applicable laws, rules, regulations and
of applicable statutory provisions and the adherence to Act, 1992 (‘SEBI Act’):- (Following sub-clauses (a) Company during the Audit Period) guidelines.
good corporate practices by Thermax Babcock & Wilcox to (h) are not applicable to the Company during
Energy Solutions Limited (hereinafter called ‘the the Audit period as Company continues to be a During the period under review, the Company I further report that during the audit period the
Company’). Secretarial Audit was conducted in a manner Unlisted Public Company in its Articles under has complied with the provisions of the Act, company has no specific events / actions having a
that provided us a reasonable basis for evaluating the Section 2(71) of the Act) Rules, Regulations, Guidelines, Standards, etc. major bearing on the company’s affairs in pursuance of
corporate conducts/statutory compliances and expressing mentioned above. the above referred laws, rules, regulations, guidelines,
a) The Securities and Exchange Board of India
our opinion thereon. standards, etc;
(Substantial Acquisition of Shares and Takeovers)
I further report that the Board of Directors of the
Regulations, 2011;
Based on our verification of the company’s books, Company is duly constituted with proper balance of For Amit Jaste & Associates
papers, minute books, forms and returns filed and b) The Securities and Exchange Board of India Executive Directors and Non-Executive Directors. Practising Company Secretaries
other records maintained by the company and also the (Prohibition of Insider Trading) Regulations, 2015; The changes in the composition of the Board of
information provided by the Company, its officers, agents Directors that took place during the period under Amit Jaste
and authorised representatives during the conduct of c) The Securities and Exchange Board of India review were carried out in compliance with the Proprietor
secretarial audit, We hereby report that in our opinion, (Issue of Capital and Disclosure Requirements) provisions of the Act. FCS No.: 7289
the Company has, during the audit period covering the Regulations, 2018; CP No.: 12234
financial year ended on 31st March, 2023 (Audit Period) Adequate notice is given to all directors to schedule
d) The Securities and Exchange Board of India the Board Meetings, agenda and detailed notes on Date: May 12, 2023
complied with the statutory provisions listed hereunder
(Share Based Employee Benefits) Regulations, agenda were sent at least seven days in advance, Place: Mumbai
and also that the Company has proper Board-processes
2014; UDIN: F007289E000298571
and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter: e) The Securities and Exchange Board of India
(Issue and Listing of Debt Securities) Regulations,
I have examined the books, papers, minute books, forms
2008;
and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2023 f) The Securities and Exchange Board of India
according to the provisions of: (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act
(i) The Companies Act, 2013 (the Act) and the rules made
and dealing with client;
thereunder;
g) The Securities and Exchange Board of India
(ii) The Securities Contracts (Regulation) Act, 1956
(Delisting of Equity Shares) Regulations, 2009
(‘SCRA’) and the rules made thereunder; (not
and
applicable to the Company during the Audit
period) h) The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 2018
(iii) The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder; (not applicable to the (vi) Following important specific laws applicable to
Company during the Audit period) the Company, as confirmed by the Company were
complied with:

ANNEXURE-A
INDEPENDENT AUDITOR’S REPORT
To,
The Members,
Thermax Babcock & Wilcox Energy Solutions Limited To the Members of Thermax Limited Our responsibilities under those Standards are further
Dhanraj Mahal, 2nd Floor, Chhatrapati Shivaji Maharaj Marg, described in the ‘Auditor’s Responsibilities for the Audit
Near Regal Cinema, Colaba Mumbai MH 400039 Report on the Audit of the Consolidated of the Consolidated Financial Statements’ section of our
Financial Statements report. We are independent of the Group and its associates
Our report of even date to be read along with this letter. in accordance with the ‘Code of Ethics’ issued by the
Opinion Institute of Chartered Accountants of India together with
1) Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to the ethical requirements that are relevant to our audit of the
express an opinion on these secretarial records based on our audit. We have audited the accompanying consolidated financial
financial statements under the provisions of the Act and the
statements of Thermax Limited (hereinafter referred
Rules thereunder, and we have fulfilled our other ethical
2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about to as “the Holding Company”), its subsidiaries (the
responsibilities in accordance with these requirements
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that Holding Company and its subsidiaries together referred
and the Code of Ethics. We believe that the audit evidence
correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a to as “the Group”) and its associates comprising of the
we have obtained is sufficient and appropriate to provide
reasonable basis for our opinion. consolidated Balance sheet as at March 31, 2023, the
a basis for our audit opinion on the consolidated financial
consolidated Statement of Profit and Loss, including other
statements.
3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. comprehensive income, the consolidated Cash Flow
Statement and the consolidated Statement of Changes
4) Wherever required, we have obtained the Management representation about the compliance of laws, rules and in Equity for the year then ended, and notes to the Key Audit Matters
regulations and happening of events, etc. consolidated financial statements, including a summary Key audit matters are those matters that, in our professional
of significant accounting policies and other explanatory judgment, were of most significance in our audit of the
5) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the information (hereinafter referred to as “the consolidated consolidated financial statements for the financial year
responsibility of management. Our examination was limited to the verification of procedures on test basis. financial statements”). ended March 31, 2023. These matters were addressed
in the context of our audit of the consolidated financial
6) The Secretarial audit report is neither an assurance as to the future viability of the company nor of the efficacy or In our opinion and to the best of our information and statements as a whole, and in forming our opinion thereon,
effectiveness with which the management has conducted the affairs of the company. according to the explanations given to us and based on and we do not provide a separate opinion on these matters.
the consideration of reports of other auditors on separate For each matter below, our description of how our audit
financial statements and on the other financial information of addressed the matter is provided in that context.
For Amit Jaste & Associates the subsidiaries and associates, the aforesaid consolidated
Practising Company Secretaries financial statements give the information required by the We have determined the matters described below to be
Companies Act, 2013, as amended (“the Act”) in the manner the key audit matters to be communicated in our report.
Amit Jaste so required and give a true and fair view in conformity with We have fulfilled the responsibilities described in the
Proprietor the accounting principles generally accepted in India, of the Auditor’s responsibilities for the audit of the consolidated
FCS No: 7289 consolidated state of affairs of the Group and its associates financial statements section of our report, including in
C P No: 12234 as at March 31, 2023, their consolidated profit including relation to these matters. Accordingly, our audit included
other comprehensive income, their consolidated cash flows the performance of procedures designed to respond to
Place: Mumbai and the consolidated statement of changes in equity for the our assessment of the risks of material misstatement of
Date:12/05/2023 year ended on that date. the consolidated financial statements. The results of audit
UDIN: F007289E000298571 procedures performed by us and by other auditors of
Basis for Opinion components not audited by us, as reported by them in their
audit reports furnished to us by the management, including
We conducted our audit of the consolidated financial
those procedures performed to address the matters below,
statements in accordance with the Standards on Auditing
provide the basis for our audit opinion on the accompanying
(SAs), as specified under section 143(10) of the Act.
consolidated financial statements.

Key audit matter How our audit addressed the key audit matter Key audit matter How our audit addressed the key audit matter
A) Accounting for Revenue from Contracts with Customer B) Impairment of trade receivables and contract assets
(as described in Note 21 of the consolidated financial statements) (as described in Note 7 and 9(b) of the consolidated financial statements)
The Group’s revenue comprises of revenue The audit procedures performed by us and the auditors of the subsidiaries The Group’s accounting with respect to The audit procedures performed by us and the other auditors included the
generated from sale of industrial products (‘other auditors’) included the following: impairment of financial assets and contract following:
as well as from Engineering, Procurement • We and other auditors understood the Group’s policies and processes, assets is covered through Expected Credit • W e and other auditors evaluated the management’s key data sources and
and Construction (EPC) contracts. The Losses (ECL) method under Ind AS 109 and
control mechanisms and methods in relation to the revenue recognition for assumptions used in the ECL model to determine impairment allowance.
total revenues for the year amounted to Rs. is expected to reflect the general pattern of
8,033.90 crores. revenue contracts and evaluated the design and operative effectiveness deterioration or improvement in the credit • W
e and other auditors understood the management’s basis to consider the
of the financial controls from the above through our test of control quality of financial instruments. Impairment
Revenues are recognised under Ind associated risks for identifying homogeneous group of receivables.
procedures. of financial assets is a key audit matter
AS 115, Revenue from Contracts with
Customers basis the nature and type of for the Group as it has devised a model • W
e and other auditors evaluated the process followed by the Group for
• We and other auditors obtained and read the terms of revenue contracts to
the contracts. We consider accounting of to recognise impairment through ECL determination of credit risk and the resultant basis for classification of
evaluate the management’s process to assess nature of the performance
revenue contracts to be an area posing a method using individual receivables or for receivables into various stages.
obligations, the point of time for transfer of control to customer and other homogeneous group of receivables with
significant risk of material misstatement and
relevant terms necessary for revenue recognition. similar credit risk characteristics. • F
or a sample of receivables, we and other auditors tested the ageing of the
accordingly a key audit matter as due to the
receivables considered for the calculation of impairment allowance.
varied nature of the contracts, identification • We and other auditors tested revenue, on sample basis, recorded during The calculation of the impairment allowance
of contractual obligations, point of time for the period closer to year-end by testing the supporting documentation. under ECL method is highly judgmental • W
e and other auditors assessed the completeness of financial assets
transfer of control, significant judgements as it requires management to make included in the ECL calculations as of the reporting date.
involved in determining the contract costs • We and other auditors performed analytical procedures and conducted significant assumptions on customer
(including costs incurred to date and inquiries with senior management about any unusual trends of revenue payment behavior and other relevant risk • W
e and other auditors considered the consistency of various inputs and
estimated total cost), rights to receive recognition. characteristics when assessing the Group’s assumptions used by the Group management to determine impairment
payments including those for performance statistics of historical information and provisions.
completed till date and recognition for loss • For EPC contracts, on sample basis, we and other auditors performed the estimating the level and timing of expected
making contracts/ onerous obligations. following procedures among others: future cash flows. • A
s part of our procedures, we read and tested the disclosures in the notes
Revenue and profits for the year may As at the March 31, 2023, the Group to consolidated financial statements are as per the relevant accounting
• P rovision for liquidated damages and claims: Discussed with
deviate significantly on account of changes recorded an impairment allowance of standards.
in the above significantly on account of management and project teams to understand the status of the project
Rs. 416.87 crores for its receivables and
change in judgements and estimates. and likelihood of customers imposing any contractual penalties through
unbilled revenue.
inspection of the relevant documents and correspondences.
• Contingency provisions: Understood the management’s estimate and
Information Other than the Financial required to report that fact. We have nothing to report in this
rationale for the contingency provision movement during the year. Statements and Auditor’s Report regard.
We and other auditors analyzed the movement throughout the life of Thereon
the contract and discussed progress to date with project teams to
The Holding Company’s Board of Directors is responsible
Responsibilities of Management and
determine whether the remaining contingency provision is sufficient
for the other information. The other information comprises
Those Charged with Governance for the
coverage for the residual risks identified for those projects.
the information included in the Business Responsibility
Consolidated Financial Statements
• Assessment of costs-to-complete: Performed procedures on balance Report, Sustainability Report and Director’s Report The Holding Company’s Board of Directors is responsible
cost estimation, tested the historical accuracy of previous forecasts and including annexure to the Director’s Report of the Annual for the preparation and presentation of these consolidated
discussed variances with project teams, tested that the costs incurred Report of the Group including its associates, but does financial statements in terms of the requirements of the Act
not include the consolidated financial statements and our that give a true and fair view of the consolidated financial
were accrued at year-end and tested the assumptions for balance
auditor’s report thereon. position, consolidated financial performance including
costs-to-complete.
other comprehensive income, consolidated cash flows and
• Performed analytical procedures and checked exceptions for contracts Our opinion on the consolidated financial statements does consolidated statement of changes in equity of the Group
with low or negative margins, loss making contracts/ onerous contracts, not cover the other information and we do not express any including its associates in accordance with the accounting
contracts with significant changes in cost estimates and significant form of assurance conclusion thereon. principles generally accepted in India, including the Indian
overdue net receivable positions for contracts with marginal or no Accounting Standards (Ind AS) specified under section
movement to determine the level of provisioning required. In connection with our audit of the consolidated financial 133 of the Act read with the Companies (Indian Accounting
statements, our responsibility is to read the other Standards) Rules, 2015, as amended. The respective
• W
e read and tested the presentation and disclosure in the consolidated Board of Directors of the companies included in the Group
information and, in doing so, consider whether such other
financial statements are in accordance with applicable accounting and of its associates are responsible for maintenance
information is materially inconsistent with the consolidated
standards. financial statements or our knowledge obtained in the audit of adequate accounting records in accordance with the
or otherwise appears to be materially misstated. If, based provisions of the Act for safeguarding of the assets of their
on the work we have performed, we conclude that there is respective companies and for preventing and detecting
a material misstatement of this other information, we are frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments

and estimates that are reasonable and prudent; and the • Obtain an understanding of internal control relevant to findings, including any significant deficiencies in internal (b) The accompanying consolidated financial statements
design, implementation and maintenance of adequate the audit in order to design audit procedures that are control that we identify during our audit. include the Group’s share of net loss of Rs. 0.23 crores
internal financial controls, that were operating effectively for appropriate in the circumstances. Under section 143(3) for the year ended March 31, 2023, as considered
ensuring the accuracy and completeness of the accounting (i) of the Act, we are also responsible for expressing our We also provide those charged with governance in the consolidated financial statements, in respect
records, relevant to the preparation and presentation of the opinion on whether the Holding Company has adequate with a statement that we have complied with relevant of 2 associates whose financial statements, other
consolidated financial statements that give a true and fair internal financial controls with reference to financial ethical requirements regarding independence, and financial information have not been audited and whose
view and are free from material misstatement, whether due statements in place and the operating effectiveness of to communicate with them all relationships and other unaudited financial statements, other unaudited
to fraud or error, which have been used for the purpose of such controls. matters that may reasonably be thought to bear on our financial information have been furnished to us by
preparation of the consolidated financial statements by the independence, and where applicable, related safeguards. the management. Our opinion, in so far as it relates
• Evaluate the appropriateness of accounting policies
Directors of the Holding Company, as aforesaid. amounts and disclosures included in respect of these
used and the reasonableness of accounting estimates
From the matters communicated with those charged with associates, and our report in terms of sub-sections
and related disclosures made by management.
In preparing the consolidated financial statements, the governance, we determine those matters that were of (3) of Section 143 of the Act in so far as it relates to
respective Board of Directors of the companies included • Conclude on the appropriateness of management’s use most significance in the audit of the consolidated financial the aforesaid associates, is based solely on such
in the Group and of its associates are responsible for of the going concern basis of accounting and, based statements for the financial year ended March 31, 2023 unaudited financial statements and other unaudited
assessing the ability of their respective companies to on the audit evidence obtained, whether a material and are therefore the key audit matters. We describe these financial information.
continue as a going concern, disclosing, as applicable, uncertainty exists related to events or conditions that matters in our auditor’s report unless law or regulation
matters related to going concern and using the going may cast significant doubt on the ability of the Group precludes public disclosure about the matter or when, in In our opinion and according to the information and
concern basis of accounting unless management either and its associates to continue as a going concern. extremely rare circumstances, we determine that a matter explanations given to us by the Management, these
intends to liquidate the Group or to cease operations, or has If we conclude that a material uncertainty exists, we should not be communicated in our report because the financial statements and other financial information are
no realistic alternative but to do so. are required to draw attention in our auditor’s report adverse consequences of doing so would reasonably be not material to the Group.
to the related disclosures in the consolidated financial expected to outweigh the public interest benefits of such
Those charged with governance of the companies included statements or, if such disclosures are inadequate, to communication. (c) Our opinion above on the consolidated financial
in the Group and of its associates are also responsible modify our opinion. Our conclusions are based on the statements, and our report on Other Legal and
for overseeing the financial reporting process of their audit evidence obtained up to the date of our auditor’s Other Matters Regulatory Requirements below, is not modified
respective companies. report. However, future events or conditions may cause (a) We did not audit the financial statements and other in respect of the above matters with respect to our
the Group and its associates to cease to continue as a financial information, in respect of 27 subsidiaries, reliance on the work done and the reports of the
Auditor’s Responsibilities for the going concern. 2 branches of subsidiary and various trusts whose other auditors and the financial statements and other
Audit of the Consolidated Financial financial statements include total assets of Rs. financial information certified by the Management.
• Evaluate the overall presentation, structure and content
Statements 1,384.07 crores as at March 31, 2023, and total
of the consolidated financial statements, including the
Our objectives are to obtain reasonable assurance about revenues of Rs. 523.51 crores and net cash inflows Report on Other Legal and Regulatory
disclosures, and whether the consolidated financial
whether the consolidated financial statements as a whole of Rs. 101.10 crores for the year ended on that Requirements
statements represent the underlying transactions and
are free from material misstatement, whether due to fraud events in a manner that achieves fair presentation. date. These financial statements and other financial 1. As required by the Companies (Auditor’s Report)
or error, and to issue an auditor’s report that includes information have been audited by other auditors, Order, 2020 (“the Order”), issued by the Central
our opinion. Reasonable assurance is a high level of • Obtain sufficient appropriate audit evidence regarding which financial statements, other financial information Government of India in terms of sub-section (11) of
assurance, but is not a guarantee that an audit conducted the financial information of the entities or business and auditor’s reports have been furnished to us by section 143 of the Act, based on our audit and on
in accordance with SAs will always detect a material activities within the Group and its associates of the management. Our opinion on the consolidated the consideration of report of the other auditors on
misstatement when it exists. Misstatements can arise from which we are the independent auditors and whose financial statements, in so far as it relates to the separate financial statements and the other financial
fraud or error and are considered material if, individually financial information we have audited, to express an amounts and disclosures included in respect of these information of the subsidiaries incorporated in India,
or in the aggregate, they could reasonably be expected opinion on the consolidated financial statements. subsidiaries, branches of subsidiary and trusts and our qualifications or adverse remarks made by us or
to influence the economic decisions of users taken on the We are responsible for the direction, supervision and report in terms of sub-sections (3) of Section 143 of the the respective auditors in the Companies (Auditor’s
basis of these consolidated financial statements. performance of the audit of the financial statements Act, in so far as it relates to the aforesaid subsidiaries, Report) Order report of the companies included in the
of such entities included in the consolidated financial branches of subsidiary and trusts, is based solely on consolidated financial statements are:
As part of an audit in accordance with SAs, we exercise statements of which we are the independent auditors. the reports of such other auditors.
professional judgment and maintain professional skepticism For the other entities included in the consolidated
financial statements, which have been audited by other S. Name CIN Holding company/ Clause number of
throughout the audit. We also:
auditors, such other auditors remain responsible for the No subsidiary/ step- the CARO report
• Identify and assess the risks of material misstatement down subsidiary which is qualified
direction, supervision and performance of the audits
of the consolidated financial statements, whether due or is adverse
carried out by them. We remain solely responsible for our
to fraud or error, design and perform audit procedures audit opinion. 1 First Energy Private Limited U40200MH2008FTC187978 Subsidiary Clause (vii)(a)
responsive to those risks, and obtain audit evidence that 2 First Energy TN1 Private Limited U40108PN2022PTC208074 Step-down subsidiary Clause (vii)(a)
is sufficient and appropriate to provide a basis for our We communicate with those charged with governance of 3 First Energy 2 Private Limited U40300PN2022PTC209863 Step-down subsidiary Clause (vii)(a)
opinion. The risk of not detecting a material misstatement the Holding Company and such other entities included in 4 First Energy 3 Private Limited U40100PN2022PTC211607 Step-down subsidiary Clause (vii)(a)
resulting from fraud is higher than for one resulting from the consolidated financial statements of which we are the 5 Jalansar Wind Energy Private Limited U40300GJ2017PTC096527 Step-down subsidiary Clause (vii)(a)
error, as fraud may involve collusion, forgery, intentional independent auditors regarding, among other matters, the
omissions, misrepresentations, or the override of internal 6 Kanakal Wind Energy Private Limited U40300GJ2017PTC096521 Step-down subsidiary Clause (vii)(a)
planned scope and timing of the audit and significant audit
control.

2. As required by Section 143(3) of the Act, based on our (f) The qualification relating to the maintenance of iv. a) The respective managements of the the auditors of the subsidiaries, which
audit and on the consideration of report of the other accounts and other matters connected therewith Holding Company and its subsidiaries are companies incorporated in India,
auditors on separate financial statements and the other are as stated in paragraph (b) above; which are companies incorporated whose financial statements have been
financial information of subsidiaries and associates, as in India whose financial statements audited under the Act, nothing has
(g) With respect to the adequacy of the internal
noted in the ‘other matter’ paragraph we report, to the have been audited under the Act have come to our or other auditor’s notice
financial controls with reference to consolidated
extent applicable, that: represented to us and the other auditors that has caused us or the other auditors
financial statements of the Holding Company and
of such subsidiaries respectively that, to to believe that the representations
(a) We/the other auditors whose report we have its subsidiary companies, incorporated in India,
the best of its knowledge and belief, no under sub-clause (a) and (b) contain
relied upon have sought and obtained all the and the operating effectiveness of such controls,
funds have been advanced or loaned or any material mis-statement.
information and explanations which to the best refer to our separate Report in “Annexure 1” to this
invested (either from borrowed funds or
of our knowledge and belief were necessary Report; v. a) The final dividend paid by the Holding
share premium or any other sources or
for the purposes of our audit of the aforesaid Company and its subsidiaries
(h) In our opinion and based on the consideration kind of funds) by the Holding Company
consolidated financial statements; companies incorporated in India during
of reports of other statutory auditors of the or any of such subsidiaries to or in any
the year in respect of the same declared
(b) In our opinion, proper books of account as subsidiaries, the managerial remuneration for other person(s) or entity(ies), including
for the previous year is in accordance
required by law relating to preparation of the the year ended March 31, 2023 has been paid foreign entities (“Intermediaries”),
with section 123 of the Act to the extent
aforesaid consolidation of the financial statements / provided by the Holding Company and its with the understanding, whether
it applies to payment of dividend.
have been kept so far as it appears from our subsidiaries incorporated in India to their directors recorded in writing or otherwise,
examination of those books and reports of in accordance with the provisions of section 197 that the Intermediary shall, whether, b) The interim dividend declared and paid
the other auditors, except that with respect to read with Schedule V to the Act; directly or indirectly lend or invest in during the year by subsidiary companies
certain entities as disclosed in note 46 to the other persons or entities identified incorporated in India and until the date
(i) With respect to the other matters to be included in
consolidated financial statements, the back-up in any manner whatsoever by or on of the respective audit reports of such
the Auditor’s Report in accordance with Rule 11 of
of books of account was not kept in servers behalf of the respective Holding subsidiary is in accordance with section
the Companies (Audit and Auditors) Rules, 2014,
physically located in India on a daily basis as Company or any of such subsidiaries 123 of the Act.
as amended, in our opinion and to the best of our
stated in Note 46 to the consolidated financial (“Ultimate Beneficiaries”) or provide any
information and according to the explanations c) As stated in note 15(b) to the
statements; guarantee, security or the like on behalf
given to us and based on the consideration of the consolidated financial statements, the
of the Ultimate Beneficiaries;
(c) The Consolidated Balance Sheet, the report of the other auditors on separate financial respective Board of Directors of the
Consolidated Statement of Profit and Loss statements as also the other financial information b) The respective managements of the Holding Company, incorporated in India
including the Statement of Other Comprehensive of the subsidiaries and associates, as noted in the Holding Company and its subsidiaries have proposed final dividend for the
Income, the Consolidated Cash Flow Statement ‘Other matter’ paragraph: which are companies incorporated year which is subject to the approval
and Consolidated Statement of Changes in Equity in India whose financial statements of the members of the respective
i. The consolidated financial statements
dealt with by this Report are in agreement with have been audited under the Act have companies at the respective ensuing
disclose the impact of pending litigations
the books of account maintained for the purpose represented to us and the other auditors Annual General Meeting. The dividend
on its consolidated financial position of the
of preparation of the consolidated financial of such subsidiaries respectively declared is in accordance with section
Group and its associates in its consolidated
statements; that, to the best of its knowledge and 123 of the Act to the extent it applies to
financial statements – Refer Note 31A to the
belief, no funds have been received declaration of dividend; and
(d) In our opinion, the aforesaid consolidated consolidated financial statements;
by the respective Holding Company
financial statements comply with the Accounting vi. As proviso to Rule 3(1) of the Companies
ii. Provision has been made in the consolidated or any of such subsidiaries from any
Standards specified under Section 133 of the (Accounts) Rules, 2014 is applicable only
financial statements, as required under the person(s) or entity(ies), including
Act, read with Companies (Indian Accounting w.e.f. April 1, 2023 for the Holding Company,
applicable law or accounting standards, foreign entities (“Funding Parties”), with
Standards) Rules, 2015, as amended; its subsidiaries and associates companies
for material foreseeable losses, if any, on the understanding, whether recorded
incorporated in India, hence reporting under
(e) On the basis of the written representations long-term contracts including derivative in writing or otherwise, that the Holding
this clause is not applicable.
received from the directors of the Holding contracts – Refer (a) Note 9(b) and 18(b) Company or any of such subsidiaries
Company as on March 31, 2023 taken on record to the consolidated financial statements shall, whether, directly or indirectly, lend
by the Board of Directors of the Holding Company in respect of such items as it relates to the or invest in other persons or entities For S R B C & CO LLP
and the reports of the statutory auditors who Group and its associates and (b) the Group’s identified in any manner whatsoever Chartered Accountants
are appointed under Section 139 of the Act of its share of net loss in respect of its associates; by or on behalf of the Funding Party ICAI Firm Registration Number: 324982E/E300003
subsidiary companies, none of the directors of (“Ultimate Beneficiaries”) or provide any
iii. There has been no delay in transferring per Vaibhav Kumar Gupta
the Group’s companies, incorporated in India, guarantee, security or the like on behalf
amounts, required to be transferred, to the Partner
is disqualified as on March 31, 2023 from being of the Ultimate Beneficiaries; and
Investor Education and Protection Fund by Membership No.: 213935
appointed as a director in terms of Section 164 (2)
the Holding Company, its subsidiaries and c) Based on the audit procedures that UDIN: 23213935BGYWXV8166
of the Act;
associates, incorporated in India during the have been considered reasonable
year ended March 31, 2023; and appropriate in the circumstances Place: Pune
performed by us and that performed by Date: May 17, 2023

Annexure 1 as referred to in paragraph 2(g) under the heading ‘Report on Other Inherent Limitations of Internal Financial internal control over financial reporting criteria established
Legal and Regulatory Requirements’ to the Independent Auditor’s Report of even by the Holding Company considering the essential
Controls With Reference to Consolidated
components of internal control stated in the Guidance Note
date on the Consolidated Financial Statements of Thermax Limited Financial Statements issued by the ICAI.
Because of the inherent limitations of internal financial
Report on the Internal Financial Controls consolidated financial statements was established and
controls with reference to consolidated financial
under Clause (i) of Sub-section 3 of maintained and if such controls operated effectively in all Other Matter
statements, including the possibility of collusion or improper
material respects. Our report under Section 143(3)(i) of the Act on the
Section 143 of the Companies Act, 2013 management override of controls, material misstatements
adequacy and operating effectiveness of the internal
(“the Act”) Our audit involves performing procedures to obtain audit
due to error or fraud may occur and not be detected.
financial controls with reference to consolidated financial
Also, projections of any evaluation of the internal financial
In conjunction with our audit of the consolidated financial evidence about the adequacy of the internal financial statements of the Holding Company, in so far as it relates to
controls with reference to consolidated financial statements
statements of Thermax Limited (hereinafter referred to controls with reference to consolidated financial statements these 3 subsidiaries, which are companies incorporated in
to future periods are subject to the risk that the internal
as the “Holding Company”) as of and for the year ended and their operating effectiveness. Our audit of internal India, is based on the corresponding reports of the auditors
financial controls with reference to consolidated financial
March 31, 2023, we have audited the internal financial financial controls with reference to consolidated financial of such subsidiaries incorporated in India.
statements may become inadequate because of changes
controls with reference to consolidated financial statements statements included obtaining an understanding of internal
in conditions, or that the degree of compliance with the
of the Holding Company and its subsidiaries (the Holding financial controls with reference to consolidated financial For S R B C & CO LLP
policies or procedures may deteriorate.
Company and its subsidiaries together referred to as “the statements, assessing the risk that a material weakness Chartered Accountants
Group”), which are companies incorporated in India, as of exists, and testing and evaluating the design and operating ICAI Firm Registration Number: 324982E/E300003
that date. effectiveness of internal control based on the assessed Opinion
risk. The procedures selected depend on the auditor’s In our opinion, the Holding Company and its subsidiaries per Vaibhav Kumar Gupta
Management’s Responsibility for judgement, including the assessment of the risks of material which are companies incorporated in India, have, Partner
misstatement of the financial statements, whether due to maintained in all material respects, adequate internal Membership No.: 213935
Internal Financial Controls fraud or error. financial controls with reference to consolidated financial UDIN: 23213935BGYWXV8166
The respective Board of Directors of the companies statements and such internal financial controls with
included in the Group, which are companies incorporated We believe that the audit evidence we have obtained and reference to consolidated financial statements were Place: Pune
in India, are responsible for establishing and maintaining the audit evidence obtained by the other auditors in terms operating effectively as at March 31, 2023, based on the Date: May 17, 2023
internal financial controls based on the internal control of their reports referred to in the Other Matters paragraph
over financial reporting criteria established by the Holding below, is sufficient and appropriate to provide a basis for
Company considering the essential components of internal our audit opinion on the internal financial controls with
control stated in the Guidance Note on Audit of Internal reference to consolidated financial statements.
Financial Controls Over Financial Reporting (the “Guidance
Note”) issued by the Institute of Chartered Accountants
Meaning of Internal Financial Controls
of India (ICAI). These responsibilities include the design,
implementation and maintenance of adequate internal With Reference to Consolidated
financial controls that were operating effectively for ensuring Financial Statements
the orderly and efficient conduct of its business, including A company’s internal financial control with reference to
adherence to the respective company’s policies, the consolidated financial statements is a process designed
safeguarding of its assets, the prevention and detection of to provide reasonable assurance regarding the reliability
frauds and errors, the accuracy and completeness of the of financial reporting and the preparation of financial
accounting records, and the timely preparation of reliable statements for external purposes in accordance with
financial information, as required under the Companies Act, generally accepted accounting principles. A company’s
2013. internal financial control with reference to consolidated
financial statements includes those policies and procedures
Auditor’s Responsibility that (1) pertain to the maintenance of records that,
Our responsibility is to express an opinion on the Holding in reasonable detail, accurately and fairly reflect the
Company’s internal financial controls with reference to transactions and dispositions of the assets of the company;
consolidated financial statements based on our audit. (2) provide reasonable assurance that transactions are
We conducted our audit in accordance with the Guidance recorded as necessary to permit preparation of financial
Note and the Standards on Auditing, specified under statements in accordance with generally accepted
section 143(10) of the Act, to the extent applicable to an accounting principles, and that receipts and expenditures
audit of internal financial controls, both, issued by ICAI. of the company are being made only in accordance
Those Standards and the Guidance Note require that we with authorisations of management and directors of the
comply with ethical requirements and plan and perform company; and (3) provide reasonable assurance regarding
the audit to obtain reasonable assurance about whether prevention or timely detection of unauthorised acquisition,
adequate internal financial controls with reference to use, or disposition of the company’s assets that could have
a material effect on the financial statements.

CONSOLIDATED BALANCE SHEET CONSOLIDATED STATEMENT OF PROFIT AND LOSS

as at March 31, 2023 for the year ended March 31, 2023
(All amounts are in Rupees Crore, except per share data and unless stated otherwise) (All amounts are in Rupees Crore, except per share data and unless stated otherwise)
Particulars Note As at As at Particulars Note Year ended Year ended

No. March 31, 2023 March 31, 2022 No. March 31, 2023 March 31, 2022
Assets Income
I. Non-current assets Revenue from operations 21 8,089.81 6,128.33
Property, plant and equipment 4 (a) 1,039.89 990.95 Other income 22 160.18 127.01
Capital work-in-progress 4 (a) 433.77 44.32
Right-of-use assets 4 (b) 176.06 163.24 Total income (I) 8,249.99 6,255.34
Goodwill 4 (c) 3.03 3.03 Expenses
Other intangible assets 4 (c) 29.19 37.52 Cost of raw materials and components consumed 23 4,442.70 3,506.01
Investment in associate 5 16.37 6.63 Purchase of traded goods 152.73 121.55
Financial assets: Decrease / (Increase) in inventories of finished goods, work-in-progress and traded goods 24 29.25 (142.52)
(a) Investments 6 (a) 216.84 703.36
(b) Trade receivables 7 (a) 114.50 173.52 Employee benefits expense 25 954.17 812.93
(c) Loans 8 (a) 4.66 5.18 Finance cost 26 37.59 25.17
(d) Finance lease receivables 32 117.64 85.89 Depreciation and amortisation expense 27 116.86 113.24
(e) Other assets 9 (a) 65.71 94.08 Other expenses 28 1,913.40 1,408.99
Deferred tax assets (net) 10 108.62 130.21 Total expenses (II) 7,646.70 5,845.37
Income tax assets (net) 219.64 191.07 Profit before tax and share of (loss) / profit of associates (III) = (I-II) 603.29 409.97
Other assets 11 (a) 212.53 94.32
Total non-current assets 2,758.45 2,723.32 Share of (loss) / profit of associates (IV) 37 (0.23) 0.13
II. Current assets Profit before tax (V) = (III+IV) 603.06 410.10
Inventories 12 755.63 727.01 Tax expense 10
Financial assets: Current tax 125.89 72.55
(a) Investments 6 (b) 1,392.87 766.54 Deferred tax (net) 26.47 25.24
(b) Trade receivables 7 (b) 1,762.06 1,423.72
(c) Cash and cash equivalents 13 (a) 452.82 310.78 Total tax expense (VI) 152.36 97.79
(d) Bank balances other than (c) above 13 (b) 678.76 642.72 Profit for the year (VII) = (V-VI) 450.70 312.31
(e) Loans 8 (b) 2.46 1.98 Other Comprehensive Income (OCI)
(f) Finance lease receivables 32 22.83 15.73 A. Items that will be reclassified subsequently to profit or loss 30
(g) Other assets 9 (b) 527.64 470.43 i) Net gain/(loss) on cash flow hedges (6.64) 2.41
Income tax assets (net) 1.19 3.27 Less: Income tax effect 1.58 (0.49)
Other assets 11 (b) 476.00 375.61
Total current assets 6,072.26 4,737.79 (5.06) 1.92
III. Assets classified as held for sale 45 7.90 - ii) Exchange differences on translating of foreign operations 15.87 2.08
Total assets 8,838.61 7,461.11 10.81 4.00
Equity and liabilities B. Items that will not be reclassified subsequently to profit or loss 30
IV. Equity i) Re-measurement (loss) / gain on defined benefit plan (14.16) 4.88
Equity share capital 14 22.52 22.52
Other equity 15 (a) 3,845.55 3,469.97 Less: Income tax effect 3.57 (1.26)
Equity attributable to equity holders of the parent 3,868.07 3,492.49 (10.59) 3.62
Non-controlling interests 37 (b) 2.15 - ii) Share of OCI of associates (Re-measurement (loss) on defined benefit plan (net of tax)) 37(a) (0.03) -
Total equity 3,870.22 3,492.49 (10.62) 3.62
V. Non-current liabilities Net other comprehensive income for the year (net of tax) (VIII) 0.19 7.62
Financial liabilities: Total comprehensive income for the year (IX=VII + VIII) 450.89 319.93
(a) Borrowings 16 (a) 422.52 61.42
(b) Lease liabilities 32 (ii) 14.74 8.13 Profit for the year
(c) Trade payables 17 (a) 30.75 47.64 Attributable to:
(d) Other liabilities 18 (a) 28.24 17.28 Equity holders of the parent 450.29 312.31
Provisions 19 (a) 38.40 32.41 Non-controlling interest 37 (b) 0.41 -
Deferred tax liabilities (net) 10 2.91 3.09 Other comprehensive income for the year
Other liabilities 20 (a) 21.64 40.58
Total non-current liabilities 559.20 210.55 Attributable to:
VI. Current liabilities Equity holders of the parent 0.20 7.62
Financial liabilities: Non-controlling interest 37 (b) (0.01) -
(a) Borrowings 16 (b) 388.02 294.00 Total comprehensive income for the year
(b) Lease liabilities 32 (ii) 5.25 4.16 Attributable to:
(c) Trade payables 17 (b) Equity holders of the parent 450.49 319.93
Total outstanding dues of micro and small enterprises 518.02 402.18
Total outstanding dues of creditors other than micro and small enterprises 979.84 1,057.58 Non-controlling interest 37 (b) 0.40 -
(d) Other liabilities 18 (b) 145.05 108.28 Earning per equity share [Nominal value per share Rs.2/- each (March 31, 2022: Rs.2/-)] 29
Provisions 19 (b) 203.71 206.80 (computed on the basis of profit for the year attributable to equity holders of the parent)
Income tax liabilities (net) 24.44 23.39 Basic 39.98 27.73
Other liabilities 20 (b) 2,144.86 1,661.68 Diluted 39.98 27.73
Total current liabilities 4,409.19 3,758.07
Total equity and liabilities 8,838.61 7,461.11 Summary of significant accounting policies 2
Summary of significant accounting policies 2 Summary of significant accounting judgements, estimates and assumptions 3
Summary of significant accounting judgements, estimates and assumptions 3 The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
For S R B C & CO LLP For and on behalf of the Board of Directors of Thermax Limited
Chartered Accountants
ICAI Firm Reg No. 324982E/E300003 Meher Pudumjee Ashish Bhandari
Chairperson Managing Director and CEO
DIN: 00019581 DIN: 05291138 DIN: 00019581 DIN: 05291138
per Vaibhav Kumar Gupta Rajendran Arunachalam Janhavi Khele per Vaibhav Kumar Gupta Rajendran Arunachalam Janhavi Khele
Partner Executive Vice President and Company Secretary Partner Executive Vice President and Company Secretary
Membership No. 213935 Group Chief Financial Officer Membership No. 213935 Group Chief Financial Officer
Place: Pune Place: Pune Place: Pune Place: Pune

Date: May 17, 2023 Date: May 17, 2023 Date: May 17, 2023 Date: May 17, 2023

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED CASH FLOW STATEMENT

for the year ended March 31, 2023 for the year ended March 31, 2023
A Equity Share Capital ^ Note Year ended Year ended

No. March 31, 2023 March 31, 2022
Particulars Note No. March 31, 2023 March 31, 2022
A) Cash flows from operating activities
Balance at the beginning of the year 14 22.52 22.52
Profit before tax (after share of (loss) / profit of associates) 603.06 410.10
Changes in equity shares capital during the year 14 - -
Less: Share of (loss) / profit on associates (0.23) 0.13
Balance at the end of the year 14 22.52 22.52
Profit before tax (before share of (loss) / profit of associates) 603.29 409.97
B Other Equity ^
Adjustments to reconcile profit before tax to net cash flows
Particulars Attributable to the equity holders of the parent Non- Total
controlling Depreciation / amortisation on property, plant and equipment, 27 116.86 113.24
Reserves and surplus Other reserves Total
other interest right-of-use assets and intangible assets
General Share Capital Capital Retained Securities Foreign Effective
reserve based reserve redemption earnings premium currency portion of equity Provision for impairment allowance of financial assets (net) 28 37.76 (9.41)
payment reserve translation cash flow Provision for advances (net) 28 2.92 5.01
reserve reserve hedge
reserve Interest expense 26 26.00 13.47
As at April 1, 2021 435.31 - 95.12 60.34 2,542.22 57.28 39.54 (0.94) 3,228.87 - 3,228.87 Unwinding of discount on provisions 26 11.95 11.70
Profit for the year - - - - 312.31 - - - 312.31 - 312.31 Unrealised foreign exchange (gain)/ loss (0.26) 3.46
Other Comprehensive - - - - 3.62 - 2.08 1.92 7.62 - 7.62
Interest income 22 (69.55) (51.87)
Income (net)
Total comprehensive - - - - 315.93 - 2.08 1.92 319.93 - 319.93 Dividend income 22 - (1.37)
income Liabilities no longer required written back 22 (16.83) (18.99)
Dividends paid - - - - (78.83) - - - (78.83) - (78.83) Fair value gain on financial instrument at fair value through profit and 22 (44.85) (39.32)
As at March 31, 2022 435.31 - 95.12 60.34 2,779.32 57.28 41.62 0.98 3,469.97 - 3,469.97 loss (net)
Profit for the year - - - - 450.29 - - - 450.29 0.41 450.70 Loss / (Profit) on sale / discard of assets (net) 28 3.79 (7.64)
Other Comprehensive - - - - (10.61) - 15.87 (5.06) 0.20 (0.01) 0.19
Income (net)
Share based payment expenses 25 2.52 -
Total comprehensive - - - - 439.68 - 15.87 (5.06) 450.49 0.40 450.89
income Working capital adjustments
Share based payments - 2.52 - - - - - - 2.52 - 2.52
(Increase)/ decrease in trade receivables (314.42) (249.70)
(note 42)
Arising on account of - - - - - - - - - 1.75 1.75 (Increase)/ decrease in inventories (28.62) (322.27)
acquisition (note 37 (b)) (Increase)/ decrease in other financial assets (109.36) (122.87)
Transactions with non- - - - - 24.61 - - - 24.61 - 24.61 (Increase)/ decrease in other assets (103.71) 7.45
controlling shareholders
(note 18 (a)) (Decrease)/ increase in trade payables 38.58 354.95
Dividends paid - - - - (102.04) - - - (102.04) - (102.04) (Decrease)/ increase in other liabilities 450.04 323.90
As at March 31, 2023 435.31 2.52 95.12 60.34 3,141.57 57.28 57.49 (4.08) 3,845.55 2.15 3,847.70 (Decrease)/ increase in provisions (9.05) 6.51
^ There are no adjustments on account of prior period errors or due to changes in accounting policies. (Decrease)/ increase in other financial liabilities 13.74 1.49
Cash generated from operations 610.80 427.71
Chartered Accountants Direct taxes paid (net of refunds received) (151.24) (103.00)
ICAI Firm Reg No. 324982E/E300003 Meher Pudumjee Ashish Bhandari Net cash inflow from operating activities 459.56 324.71
DIN: 00019581 DIN: 05291138
B) Cash flows from / (used in) investing activities
per Vaibhav Kumar Gupta Rajendran Arunachalam Janhavi Khele
Partner Executive Vice President and Company Secretary Purchase of property, plant and equipment, right of use of assets (649.94) (83.78)
Membership No. 213935 Group Chief Financial Officer (ROU) and intangible assets (net of disposal)
Investment in associates (10.00) (6.50)
Place: Pune Place: Pune
Date: May 17, 2023 Date: May 17, 2023 Investment in fixed deposits and other investments (net) (89.29) (419.83)
Interest received 69.55 88.53
Net cash flows (used in) investing activities (679.68) (421.58)

CONSOLIDATED CASH FLOW STATEMENT NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note Year ended Year ended 1. Corporate Information statements have been consistently applied except
No. March 31, 2023 March 31, 2022 Thermax Limited (‘the Holding Company’ or ‘the for changes resulting from amendments to Ind
C) Cash flows from / (used in) financing activities Company”), its subsidiaries and its associates AS issued by the Ministry of Corporate Affairs,
Proceeds from borrowings (net of repayments) 448.13 76.19 (together referred to as ‘the Group’) is a leading effective for financial years beginning on or after
energy and environment solutions provider. April 1, 2022 as disclosed in note 2.2.
Interest paid (25.57) (13.47)
Dividend paid (102.13) (78.83) The Group’s portfolio includes boilers and heaters,
absorption chillers/ heat pumps, power plants, solar
(b) Basis of measurement
Payment of lease liability (9.80) (4.47) The consolidated financial statements have been
equipment, air pollution control equipment/system,
Transactions with non-controlling interests 36.16 - prepared on the accrual and going concern
water and waste recycle plant, ion exchange resins
Proceeds from issuance of shares to non-controlling interest 1.75 - basis under historical cost convention except the
and performance chemicals and related services.
Net cash flows from / (used in) financing activities 348.54 (20.58) following:
The Holding Company is a public limited company • Derivative financial instruments;
Net increase / (decrease) in cash and cash equivalents 128.42 (117.45) incorporated and domiciled in India. It is listed on
Cash and cash equivalents at the beginning of the year 303.44 418.81 • Certain financial assets and liabilities measured
the BSE Limited (BSE) and National Stock Exchange
at fair value (refer accounting policy regarding
Exchange differences on translation of foreign operations 15.87 2.08 Limited (NSE) in India. The address of its registered
financial instruments); and
Cash and cash equivalents at the end of the year 447.73 303.44 office is D-13, MIDC Industrial Area, R.D. Aga Road,
Chinchwad, Pune- 411019, India. The Board of • Defined benefit plans whereby the plan assets
Reconciliation of cash and cash equivalents as per the cash flow statement: Directors have authorised to issue these financial are measured at fair value.
statements on May 17, 2023. The CIN of the Company
Note March 31, 2023 March 31, 2022
is L29299PN1980PLC022787. (c) Basis of consolidation
No.
The consolidated financial statements comprise
Cash and cash equivalents 13 (a) 452.82 310.78
2. Significant Accounting Policies the financial statements of the Holding Company,
Bank overdraft 16 (b) (5.07) - its subsidiaries and its associates as at March 31,
Book overdraft 18 (b) (0.02) (7.34) 2.1. Basis of preparation, measurement and
2023. Control is achieved when the Group is
Balances as per Cash flow statement 447.73 303.44 consolidation exposed, or has rights, to variable returns from its
(a) Basis of preparation involvement with the investee and has the ability
For S R B C & CO LLP For and on behalf of the Board of Directors of Thermax Limited These consolidated financial statements have to affect those returns through its power over
Chartered Accountants been prepared in accordance with the Indian the investee. Specifically, the Group controls an
ICAI Firm Reg No. 324982E/E300003 Meher Pudumjee Ashish Bhandari Accounting Standards (Ind AS), notified under
investee if and only if the Group has:
DIN: 00019581 DIN: 05291138 the Companies (Indian Accounting Standards)
• Power over the investee (i.e. existing rights that
Rules, 2015 (as amended from time to time)
per Vaibhav Kumar Gupta Rajendran Arunachalam Janhavi Khele give it the current ability to direct the relevant
and presentation requirements of Division II of
Partner Executive Vice President and Company Secretary activities of the investee);
Membership No. 213935 Group Chief Financial Officer Schedule III to the Companies Act, 2013 (the Act)
(as amended) as applicable. • Exposure, or rights, to variable returns from its
Place: Pune Place: Pune involvement with the investee, and
Date: May 17, 2023 Date: May 17, 2023
The preparation of the consolidated financial
• The ability to use its power over the investee to
statements requires the use of certain critical
affect its returns.
accounting judgements, estimates and
assumptions. It also requires the management to
There is a presumption that a majority of
exercise judgment in the process of applying the
voting rights result in control. To support this
Group’s accounting policies. The areas involving a
presumption and when the Group has less than
higher degree of judgment or complexity, or areas
a majority of the voting or similar rights of an
where assumptions and estimates are significant
investee, the Group considers all relevant facts
to the consolidated financial statements are
and circumstances in assessing whether it has
disclosed in note 3.
power over an investee, including:
The accounting policies adopted for preparation • The contractual arrangement with the other
and presentation of these consolidated financial vote holders of the investee;

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• Rights arising from other contractual of the parent with those of its subsidiaries. • Recognises the fair value of the consideration 2.2.1. Others
arrangements; For this purpose, income and expenses of received; Several other amendments and interpretations apply
the subsidiary are based on the amounts for the first time for the year ended March 31, 2023, but
• The Group’s voting rights and potential voting • Recognises the fair value of any investment
of the assets and liabilities recognised in do not have an impact on the consolidated financial
rights; and retained;
the consolidated financial statements at the statements of the Group. The Group has not early
• The size of the group’s holding of voting acquisition date. • Recognises any surplus or deficit in profit or adopted any standards or amendments that have been
rights relative to the size and dispersion of the loss; and issued but are not yet effective.
holdings of the other voting rights holders. (b) Offset (eliminate) the carrying amount of
• Reclassifies the parent’s share of components
the parent’s investment in each subsidiary 2.3 Summary of significant accounting
previously recognised in OCI to profit or loss or
The Group re-assesses whether or not it controls and the parent’s portion of equity of each
retained earnings, as appropriate, as would be policies
an investee if facts and circumstances indicate subsidiary. The accounting policy regarding
required if the Group had directly disposed of a. Business combinations and goodwill
that there are changes to one or more of the business combinations and goodwill explains
the related assets or liabilities. Business combinations are accounted for
three elements of control. Consolidation of an how to account for any related goodwill.
entity begins when the Group obtains control using the acquisition method. The cost of an
over the subsidiary and ceases when the Group (c) Eliminate in full, intragroup assets and 2.2. Changes in accounting policies and acquisition is measured as the aggregate of
loses control of the subsidiary. Assets, liabilities, liabilities, equity, income, expenses and disclosures the consideration transferred measured at
income and expenses of a subsidiary acquired cash flows relating to transactions between
The Company applied for the first-time certain acquisition date fair value and the amount of any
or disposed of during the year are included in the entities of the group (profits or losses standards and amendments, which are effective non-controlling interests in the acquiree. For each
consolidated financial statements from the date resulting from intragroup transactions that for annual periods beginning on or after 1 business combination, the Group elects whether
the Group gains control until the date the Group are recognised in assets, such as inventory April 2022. The Ministry of Corporate Affairs has to measure the non-controlling interests in the
ceases to control the subsidiary. and property, plant and equipment, are notified Companies (Indian Accounting Standard) acquiree at fair value or at the proportionate
eliminated in full). Intragroup losses may Amendment Rules 2022 dated March 23, 2022, to share of the acquiree’s identifiable net assets.
Consolidated financial statements are indicate an impairment that requires amend the following Ind AS which are effective from Acquisition related costs are expensed as
prepared using uniform accounting policies recognition in the consolidated financial April 01, 2022. incurred.
for like transactions and other events in similar statements. Ind AS 12 ‘Income Taxes’ applies
circumstances. If a member of the group uses to temporary differences that arise from the (i) Onerous Contracts – Costs of Fulfilling a At the acquisition date, the identifiable assets
accounting policies other than those adopted elimination of profits and losses resulting Contract – Amendments to Ind AS 37 acquired and the liabilities assumed are
in the consolidated financial statements for like from intragroup transactions. recognised at their acquisition date fair values.
An onerous contract is a contract under which
transactions and events in similar circumstances, For this purpose, the liabilities assumed include
the unavoidable of meeting the obligations under
appropriate adjustments are made to that group Profit or loss and each component of other contingent liabilities representing present
the contract costs (i.e., the costs that the Group
member’s financial statements in preparing the comprehensive income (OCI) are attributed to the obligation and they are measured at their
cannot avoid because it has the contract) exceed
consolidated financial statements to ensure equity holders of the parent of the Group and to acquisition fair values irrespective of the fact
the economic benefits expected to be received
conformity with the group’s accounting policies. the non-controlling interests. All intragroup assets that outflow of resources embodying economic
under it.
and liabilities, equity, income, expenses and cash benefits is not probable. However, the following
The financial statements of all entities used for flows relating to transactions between members of assets and liabilities acquired in a business
The amendments specify that when assessing
the purpose of consolidation are drawn up to the Group are eliminated in full on consolidation. combination are measured at the basis indicated
whether a contract is onerous or loss-making,
the same reporting date as that of the Holding below:
an entity needs to include costs that relate
Company, i.e., year ended March 31, 2023. A change in the ownership interest of a subsidiary, directly to a contract to provide goods or services • Deferred tax assets or liabilities, and the
When the end of the reporting period of the parent without a loss of control, is accounted for as an including both incremental costs (e.g., the costs assets or liabilities related to employee benefit
is different from that of a subsidiary, the subsidiary equity transaction. If the Group loses control over of direct labour and materials) and an allocation arrangements are recognised and measured in
prepares, for consolidation purposes, additional a subsidiary, it: of costs directly related to contract activities accordance with Ind AS 12 ‘Income Taxes’ and
financial information as of the same date as the (e.g., depreciation of equipment used to fulfil Ind AS 19 ‘Employee Benefits’, respectively.
• Derecognises the carrying amount of assets
financial statements of the parent to enable the the contract and costs of contract management
(including goodwill) and liabilities of the • Reacquired rights are measured at a value
parent to consolidate the financial information of and supervision). General and administrative
subsidiary; determined on the basis of the remaining
the subsidiary. costs do not relate directly to a contract and are
• Derecognises the carrying amount of any contractual term of the related contract.
excluded unless they are explicitly chargeable
Consolidation procedure non-controlling interests; Such valuation does not consider potential
to the counterparty under the contract. There is
(a) Combine like items of assets, liabilities, renewal of the reacquired right.
• Derecognises the cumulative translation no material impact on financial statements of
equity, income, expenses and cash flows the Group.
differences recorded in equity;


When the Group acquires a business, it assesses or more frequently when there is an indication includes any long-term interest that, in substance, • Held primarily for the purpose of trading
the financial assets and liabilities assumed for that the unit may be impaired. If the recoverable form part of the Group’s net investment in the
• Expected to be realised within twelve months
appropriate classification and designation in amount of the cash generating unit is less than its associate), the entity discontinues recognising
after the reporting period, or
accordance with the contractual terms, economic carrying amount, the impairment loss is allocated its share of further losses. Additional losses are
circumstances and pertinent conditions as at the first to reduce the carrying amount of any goodwill recognised only to the extent that the Group • Cash or cash equivalent unless restricted from
acquisition date. This includes the separation of allocated to the unit and then to the other assets has incurred legal or constructive obligations or being exchanged or used to settle a liability
embedded derivatives in host contracts by the of the unit, pro-rata, based on the carrying made payments on behalf of the associate. If the for at least twelve months after the reporting
acquiree. amount of each asset in the unit. Any impairment associate subsequently reports profits, the entity period
loss for goodwill is recognised in profit or loss. resumes recognising its share of those profits only
If the business combination is achieved in stages, An impairment loss recognised for goodwill is not after its share of the profits equals the share of All other assets are classified as non-current.
any previously held equity interest is re-measured reversed in subsequent periods. losses not recognised.
A liability is current when:
at its acquisition date fair value and any resulting
gain or loss is recognised in profit or loss or OCI, b. Investment in associates The aggregate of the Group’s share of profit or • It is expected to be settled in normal operating
as appropriate. An associate is an entity over which the Group loss of associates is shown on the face of the cycle
has significant influence. Significant influence statement of profit and loss outside operating
• It is held primarily for the purpose of trading
Goodwill is initially measured at cost, being the is the power to participate in the financial and profit. The financial statements of the associate
excess of the aggregate of the consideration operating policy decisions of the investee but is are prepared for the same reporting period as the • It is due to be settled within twelve months after
transferred and the amount recognised for not control or joint control over those policies. Group. When necessary, adjustments are made the reporting period, or
non-controlling interests, and any previous The considerations made in determining to bring the accounting policies in line with those
• There is no unconditional right to defer the
interest held, over the net identifiable assets whether significant influence exists are similar to of the Group.
settlement of the liability for at least twelve
acquired and liabilities assumed. If the fair value those necessary to determine control over the months after the reporting period
of the net assets acquired is in excess of the subsidiaries. After application of the equity method, the
aggregate consideration transferred, the Group Group determines whether it is necessary to
The terms of the liability that could, at the option
re-assesses whether it has correctly identified The Group’s investments in its associates are recognise an impairment loss on its investment in
of the counterparty, result in its settlement by
all of the assets acquired and all of the liabilities accounted for using the equity method. Under the its associate. At each reporting date, the Group
the issue of equity instruments do not affect
assumed and reviews the procedures used equity method, the investment in an associate is determines whether there is objective evidence
its classification. The Group classifies all other
to measure the amounts to be recognised at initially recognised at cost. The carrying amount of that the investment in the associate is impaired.
liabilities as non-current.
the acquisition date. If the reassessment still the investment is adjusted to recognise changes If there is such evidence, the Group calculates the
results in an excess of the fair value of net assets in the Group’s share of net assets of the associate amount of impairment as the difference between Deferred tax assets and liabilities are classified as
acquired over the aggregate consideration since the acquisition date. Goodwill relating to the recoverable amount of the associate and its non-current assets and liabilities.
transferred, then the gain is recognised in OCI the associate is included in the carrying amount carrying value, and then recognises the loss as
and accumulated in equity as capital reserve. of the investment and is not tested for impairment ‘Share of profit of an associate’ in the statement of The operating cycle is the time between the
However, if there is no clear evidence of bargain individually. profit and loss. acquisition of assets for processing and their
purchase, the entity recognises the gain directly in realisation in cash and cash equivalents.
equity as capital reserve, without routing the same The statement of profit and loss reflects the Upon loss of significant influence over the The group has identified twelve months as its
through OCI. Group’s share of the results of operations of associate, the Group measures and recognises operating cycle.
the associates. Any change in OCI of those any retained investment at its fair value.
After initial recognition, goodwill is measured at investees is presented as part of the Group’s Any difference between the carrying amount of the d. Foreign currencies
cost less any accumulated impairment losses. OCI. In addition, when there has been a change associate upon loss of significant influence and the The Group’s consolidated financial statements
For the purpose of impairment testing, goodwill recognised directly in the equity of the associate, fair value of the retained investment and proceeds are prepared in INR, which is also the functional
acquired in a business combination is, from the the Group recognises its share of any changes, from disposal is recognised in profit or loss. currency of the Company. For each entity, the
acquisition date, allocated to each of the Group’s when applicable, in the statement of changes Group determines the functional currency and
cash-generating units that are expected to benefit in equity. Unrealised gains and losses resulting c. Current and non-current classification items included in the financial statements of
from the combination, irrespective of whether from transactions between the Group and the The Group presents assets and liabilities in the each entity are measured using that functional
other assets or liabilities of the acquiree are associate are eliminated to the extent of the balance sheet based on current/ non-current currency. The Group uses the direct method
assigned to those units. interest in the associate. classification. An asset is treated as current when of consolidation and on disposal of a foreign
it is: operation, the gain or loss that is reclassified to
A cash generating unit to which goodwill has If an entity’s share of losses of an associate equals profit or loss reflects the amount that arises from
• Expected to be realised or intended to be sold
been allocated is tested for impairment annually, or exceeds its interest in the associate (which using this method.
or consumed in normal operating cycle


Transactions and balances the transaction to sell the asset or transfer the liabilities on the basis of the nature, characteristics Depreciation on PPE is calculated on a straight
Transactions in foreign currencies are initially liability takes place either: and risks of the asset or liability and the level of line basis using the rates arrived at based on
recorded at the functional currency spot rates the fair value hierarchy as explained above. the useful lives estimated by the management.
• in the principal market for the asset or liability,
at the date the transaction first qualifies for The identified components are depreciated
or
recognition. Monetary assets and liabilities This note summarises accounting policy for fair separately over their useful lives; the remaining
denominated in foreign currencies are translated • in the absence of a principal market, in the value. Other fair value related disclosures are components are depreciated over the life of the
at the functional currency spot rates of exchange most advantageous market for the asset or given in the relevant notes. principal asset.
at the reporting date. Exchange differences liability
• Disclosures for significant judgements,
arising on settlement or translation of monetary The management has estimated, supported
estimates and assumptions (note 3)
items are recognised in the Consolidated The principal or the most advantageous market by independent assessment by professionals,
Statement of profit and loss. must be accessible by the Group. The fair value • Quantitative disclosures of fair value the useful lives of certain classes of assets.
of an asset or a liability is measured using the measurement hierarchy (note 38) The following useful lives are adopted by the
Non-monetary items that are measured in
assumptions that market participants would use management:
terms of historical cost in a foreign currency are • Financial instruments (including those carried
when pricing the asset or liability, assuming that
translated using the exchange rates at the dates at amortised cost) (note 38) Asset category Group’s Useful life as
market participants act in their economic best
of the initial transactions. estimate of prescribed
interest. useful life under Schedule
For assets and liabilities that are recognised in
Group companies the financial statements on a recurring basis, (years) II (years)
On consolidation, the assets and liabilities of A fair value measurement of a non-financial asset Factory buildings 28 to 30 30
the Group determines whether transfers have
foreign operations are translated into INR at the takes into account a market participant’s ability to Other buildings 58 60
occurred between levels in the hierarchy by
rate of exchange prevailing at the reporting date generate economic benefits by using the asset in Plant and equipment 5 to 25 15 to 20
re-assessing categorisation (based on the lowest
and their statements of profit or loss are translated its highest and best use or by selling it to another Roads 5 to 30 5 to 10
level input that is significant to the fair value
at exchange rates prevailing at the dates of the market participant that would use the asset in its Office equipment 15 15
measurement as a whole) at the end of each
transactions. For practical reasons, the group highest and best use. Furniture and fixtures 15 10
reporting period.
uses an average rate to translate income and Computers and data 4 to 6 3 to 6
expense items, if the average rate approximates The Group uses valuation techniques that are processing units
f. Property, Plant and Equipment
the exchange rates at the dates of the appropriate in the circumstances and for which Vehicles 7 to 10 8
Property, Plant and Equipment (PPE) and capital
transactions. The exchange differences arising sufficient data are available to measure fair value,
work in progress are stated at cost of acquisition
on translation for consolidation are recognised maximising the use of relevant observable inputs The residual values, useful lives and methods of
or construction net of accumulated depreciation
in OCI. On disposal of a foreign operation, the and minimising the use of unobservable inputs. depreciation of PPE are reviewed on a regular
and impairment loss, if any. All significant costs
component of OCI relating to that particular relating to the acquisition and installation of PPE basis and changes in estimates, when relevant,
foreign operation is recognised in profit or loss. All assets and liabilities for which fair value is are accounted for on a prospective basis.
are capitalised. Subsequent costs/replacement
measured or disclosed in the consolidated
Any goodwill arising in the acquisition/ business costs are included in the asset’s carrying amount
financial statements are categorised within the fair g. Intangible assets
combination of a foreign operation and any fair or recognised as a separate asset, as appropriate,
value hierarchy, described as follows, based on Intangible assets acquired separately are
value adjustments to the carrying amounts of only when it is probable that future economic
the lowest level input that is significant to the fair measured on initial recognition at cost. The cost
assets and liabilities arising on the acquisition benefits associated with the item will flow to the
value measurement as a whole: of intangible assets acquired in a business
are treated as assets and liabilities of the foreign Group and the cost of the item can be measured
• Level 1 - Quoted (unadjusted) market prices in reliably. The carrying amount of the replaced combination is their fair value at the date of
operation and translated at the spot rate of
active markets for identical assets or liabilities part is derecognised. All other repairs and acquisition. Following initial recognition, intangible
exchange at the reporting date.
maintenance are charged to the Consolidated assets are carried at cost less any accumulated
e. Fair value measurement • Level 2 - Valuation techniques for which the amortisation and accumulated impairment
Statement of profit and loss during the financial
The Group measures financial instruments, such lowest level input that is significant to the fair losses. Internally generated intangibles, excluding
year in which they are incurred.
as, derivatives at fair value at each balance sheet value measurement is directly or indirectly capitalised development costs, are not capitalised
date. observable and the related expenditure is reflected in the
The Group identifies and determines cost of each
• Level 3 - Valuation techniques for which the component/ part of the asset separately, if the Consolidated Statement of profit and loss in the
Fair value is the price that would be received to lowest level input that is significant to the fair component/ part has a cost which is significant to period in which the expenditure is incurred.
sell an asset or paid to transfer a liability in an value measurement is unobservable the total cost of the asset and has useful life that
orderly transaction between market participants is materially different from that of the remaining Intangible assets with finite lives are amortised
at the measurement date. The fair value For the purpose of fair value disclosures, the asset. over the useful economic life and assessed
measurement is based on the presumption that Group has determined classes of assets and


for impairment whenever there is an indication to be carried at cost less any accumulated non-current assets when the exchange has normal operating capacity. Cost is determined on
that the intangible asset may be impaired. amortisation and accumulated impairment commercial substance. The criteria for held for a weighted average basis.
The amortisation period and the amortisation losses, if any. Amortisation of the asset begins sale classification is regarded met only when
method for an intangible asset with a finite useful when development is complete and the asset is the assets or disposal group is available for Traded goods are valued at lower of cost and
life are reviewed at least at the end of each available for use. It is amortised on a straight line immediate sale in its present condition, subject net realisable value. Cost includes cost of
reporting period. Changes in the expected useful basis over the period of expected future benefit only to terms that are usual and customary for purchase and other costs incurred in bringing the
life or the expected pattern of consumption from the related project, i.e., the estimated sales of such assets (or disposal groups), its sale inventories to their present location and condition.
of future economic benefits embodied in the useful life subject to a maximum of ten years. is highly probable; and it will genuinely be sold, Cost is determined on a weighted average basis.
asset are considered to modify the amortisation Amortisation is recognised in the Statement of not abandoned. The group treats sale of the asset
period or method, as appropriate, and are profit and loss unless such expenditure forms or disposal group to be highly probable when: Net realisable value is the estimated selling
treated as changes in accounting estimates. part of carrying value of another asset. During the price in the ordinary course of business, less
• The appropriate level of management is
The amortisation expense on intangible assets period of development, the asset is tested for estimated costs of completion and estimated
committed to a plan to sell the asset (or
with finite lives is recognised in the Consolidated impairment annually. costs necessary to make the sale. Write down of
disposal group),
Statement of profit and loss unless such inventories are calculated based on an analysis
expenditure forms part of carrying value of A summary of amortisation rates applied to the • An active programme to locate a buyer and of foreseeable changes in demand, technology,
another asset. Group’s intangible assets are as below: complete the plan has been initiated (if market conditions and ageing of inventories.
applicable),
Gains or losses arising from derecognition of an Asset category Life (years) j. Revenue recognition
Technical know how 3 to 6 • The asset (or disposal group) is being actively
intangible asset are measured as the difference i. Revenue from contracts with
marketed for sale at a price that is reasonable
between the net disposal proceeds and the Computer software 3 to 5 customers
in relation to its current fair value,
carrying amount of the asset and are recognised Customer rights 3 to 5 Revenue from contracts with customers is
in the Consolidated Statement of profit and loss • The sale is expected to qualify for recognition recognised when control of the goods or
when the asset is derecognised. h. Non-current assets held for sale as a completed sale within one year from the services are transferred to the customer at
The Group classifies non-current assets and date of classification, and an amount that reflects the consideration
Research and development costs disposal groups as held for sale if their carrying to which the Group expects to be entitled
• Actions required to complete the plan indicate
Research costs are expensed as incurred. amounts will be recovered principally through in exchange for those goods or services.
that it is unlikely that significant changes to
Development expenditure incurred on an a sale rather than through continuing use. Revenue is recognised when it has approval
the plan will be made or that the plan will be
individual project is recognised as an intangible Non-current assets and disposal groups classified and commitment from both parties, the
withdrawn.
asset when the Group can demonstrate all the as held for sale are measured at the lower of their rights of the parties are identified, payment
following: carrying amount and fair value less costs to sell. terms are identified, the contract has
Property, plant and equipment and intangible
Costs to sell are the incremental costs directly commercial substance and collectability of
• The technical feasibility of completing the are not depreciated, or amortised assets once
attributable to the disposal of an asset (disposal consideration is probable. The Group has
intangible asset so that it will be available for classified as held for sale. Assets and liabilities
group), excluding finance costs and income tax concluded that it is the principal in all of its
use or sale classified as held for sale are presented
expense. revenue arrangements since it is the primary
separately from other items in the balance sheet.
• Its intention to complete the asset obligor in all the revenue arrangements as
The criteria for held for sale classification is it has pricing latitude and is also exposed
• Its ability to use or sell the asset i. Inventories
regarded as met only when the sale is highly to inventory and credit risks. The Group
Raw materials, components, stores and spares
• How the asset will generate future economic probable, and the asset or disposal group collects goods and services tax on behalf
are valued at lower of cost and estimated net
benefits is available for immediate sale in its present of the government and, therefore, it is not
realisable value. Cost includes cost of purchase
condition. Actions required to complete the an economic benefit flowing to the Group.
• The availability of adequate resources to complete and other costs incurred in bringing the
sale/ distribution should indicate that it is unlikely Hence, it is excluded from revenue.
the development and to use or sell the asset inventories to their present location and condition.
that significant changes to the sale will be made
Cost is determined on a weighted average basis.
• The ability to measure reliably the expenditure or that the decision to sell will be withdrawn. The disclosures of significant accounting
attributable to the intangible asset during Management must be committed to the sale and judgements, estimates and assumptions
Finished goods and work in progress are
development. the sale expected within one year from the date of relating to revenue from contracts with
valued at lower of cost and net realisable value.
classification. customers are provided in note 3.
Cost includes direct materials and labour and a
Following the initial recognition of the
proportion of manufacturing overheads based on
development expenditure as an asset, the For these purposes, sale transactions include
cost model is applied requiring the asset exchanges of non-current assets for other


The Group has following streams of revenue: The Group assesses for the timing of
The Group estimates variable Penalties for any delay or improper
revenue recognition in case of each consideration amount which it expects execution of a contract are recognised
• R
evenue from Engineering,
distinct performance obligation. to be entitled under the contract and as a deduction from revenue. In the
Procurement and Construction
The Group first assesses whether the includes it in the transaction price to balance sheet, such provisions are
contracts
revenue can be recognised over a the extent it is highly probable that presented on net basis of the contract

Engineering, Procurement and
period of time if any of the following a significant reversal of cumulative receivables.
Construction (EPC) contracts are
criteria is met: revenue recognised will not occur
contracts (or a group of contracts
and when the uncertainty associated • Revenue from sale of goods
secured together) specifically (a)
The customer simultaneously
with it is subsequently resolved. If the criteria for revenue under over-a-
negotiated for the construction of an consumes the benefits as the
The estimates of variable consideration period of time as mentioned above are
asset which refers to any project for Group performs, or
and determination of whether to not met, the Group recognises revenue
construction of plants and systems,
(b) The customer controls the work-in- include estimated amounts in the at a point-in-time. The point-in-time
involving designing, engineering,
progress, or transaction price are based largely is determined when the control of
fabrication, supply, erection (or
on an assessment of the anticipated the goods or services is transferred
supervision thereof), commissioning, (c) The Group’s performance does not
performance and all information which is determined based on when
guaranteeing performance thereof create an asset with alternative use
(historical, current and forecasted) that the significant risks and rewards of
etc., execution of which is spread over to the Group and the Group has
is reasonably available. ownership are transferred to the
different accounting periods. The Group right to payment for performance
customer. Apart from this, the Group
identifies distinct performance completed till date

Costs associated with bidding also considers its present right to
obligations in each contract. For most
for contracts are charged to the payment, the legal title to the goods,
of the project contracts, the customer
The Group recognises revenue
Consolidated Statement of profit and the physical possession and the
contracts with the Group to provide over time as it performs because of
loss when they are incurred. Costs that customer acceptance in determining
a significant service of integrating a continuous transfer of control to the
relate directly to a contract and are the point in time where control has been
complex set of tasks and components customers. For all project contracts,
incurred in securing the contract are transferred. The Group provides for
into a single project or capability. this continuous transfer of control to
included as part of the contract costs warranty provision for general repairs
Hence, the entire contract is accounted the customer is supported by the fact
if they can be separately identified and up to 18 – 24 months on its products
for as one performance obligation. that the customers typically control the
measured reliably and it is probable that sold, in line with the industry practice.
work in process as evidenced either
the contract will be obtained. A liability is recognised at the time the
The Group may promise to provide by contractual termination clauses or
product is sold. The Group does not
distinct goods or services within a by the rights of the Group to payment

Contract modification, when approved provide any extended warranties.
contract, in which case the Group for work performed to date plus a
by both the parties to the contract, are
separates the contract into more reasonable profit to deliver products or
considered as modification, if it creates • Revenue from sale of services
than one performance obligation. services that do not have an alternative
new or changes the existing enforceable Revenue in respect of operation and
If a contract is separated into more use.
rights and obligations. Most of the maintenance contract, awarded on a
than one performance obligation, the
contract modifications are not distinct standalone basis or included in long
Group allocates the total transaction The Group uses cost-based measure of
from the existing contract due to the term contracts and identified as a
price to each performance obligation progress (or input method) for contracts
significant integration service provided separate performance obligation, is
in an amount based on the estimated because it best depicts the transfer of
under the contract prior to modifications recognised on a time proportion basis
relative standalone selling prices of the control to the customer which occurs as
and are therefore, accounted for as part under the contracts.
promised goods or services underlying it incurs costs on contracts. Under the
of the existing contract. The effect of
each performance obligation. cost-based measure of progress, the
a contract modification is recognised
Contract balances
The Group uses the expected cost extent of progress towards completion
as an adjustment to revenue on a Contract assets: A contract asset is
plus a margin approach to estimate is measured based on the ratio of costs
cumulative catch-up basis. the right to consideration in exchange
the standalone selling price of each incurred to date to the total estimated
for goods or services transferred to
performance obligation in case of costs at completion of the performance
When it becomes probable that the the customer. If the Group performs
contracts with more than one distinct obligation. Revenues, including
total contract costs will exceed the total by transferring goods or services to a
performance obligations. estimated profits, are recorded
contract revenue, the Group recognises customer before the customer pays
proportionally as costs are incurred.
the expected losses from onerous consideration or before payment is
contract as an expense immediately. due, a contract asset is recognised


for the earned consideration and are iv. Rental income ii. Debt instrument at FVTPL neither transferred nor retained substantially
transferred to trade receivables on Rental income from operating leases (net FVTPL is a residual category for debt all the risks and rewards of the asset, but has
completion of milestones and its related of any incentives given to the lessee) is instruments. Any debt instrument, which transferred control of the asset.
invoicing. Contract assets are recorded recognised on a straight-line basis over the does not meet the criteria for categorisation
in balance sheet as unbilled revenue. lease term. as at amortised cost or as FVTOCI is Impairment of financial assets
classified as FVTPL. Further disclosures relating to impairment of
Trade receivables: A receivable
k. Financial instruments financial assets are also provided in the following
represents the Group’s right to an A financial instrument is any contract that gives Debt instruments included within the FVTPL notes:
amount of consideration that is rise to a financial asset of one entity and a category are measured at fair value with all
• Disclosures for significant assumptions – see
unconditional (i.e., only the passage of financial liability or equity instrument of another changes recognised in the Consolidated
Note 3
time is required before payment of the entity. Statement of profit and loss.
consideration is due). • Trade receivables– see Note 7

Financial assets iii. Equity investments
• Contract assets- see Note 9
Contract liabilities: A contract liability
All financial assets are recognised initially at All equity investments in scope of Ind
is the obligation to transfer goods or fair value plus, in the case of financial assets AS 109 are measured at fair value.
In accordance with Ind AS 109, the Group
services to a customer for which the not recorded at fair value through Profit and Equity instruments which are held for trading
applies Expected Credit Loss (ECL) model for
Group has received consideration (or Loss, transactions costs that are attributable are classified as at FVTPL. For all other
measurement and recognition of impairment
an amount of consideration is due) to the acquisition of the financial asset. For all equity instruments, the Group may make
loss and credit risk exposure on the financial
from the customer. If a customer subsequent measurements financial assets are an irrevocable election to present in other
assets that are debt instruments measured at
pays consideration before the classified in following categories by the Group: comprehensive income subsequent changes
amortised costs e.g. loans, deposits, trade
Group transfers goods or services in the fair value. The Group makes such
receivables, contractual receivables and bank
to the customer, a contract liability is i. Debt instruments at amortised cost election on an instrument-by-instrument
balances. The Group follows ‘simplified approach’
recognised when the payment is made A ‘debt instrument’ is measured at the basis. The classification is made on initial
for recognition of impairment allowance.
or the payment is due (whichever amortised cost if both the following recognition and is irrevocable.
The application of simplified approach does not
is earlier). Contract liabilities are conditions are met:
require the Group to track changes in credit risk.
recognised as revenue when the Group If the Group decides to classify an equity
(a) The asset is held within a business Rather, it recognises impairment allowance based
satisfies the performance obligation. instrument at FVTOCI, then all fair value
model whose objective is to hold assets on lifetime ECLs at each reporting date, right from
Contract liabilities are recorded in changes on the instrument, excluding
for collecting contractual cash flows, its initial recognition.
balance sheet as unearned revenue and dividends, are recognised in the OCI.
and
customer advances as the case may be. There is no recycling of the amounts from
For recognition of impairment loss on other
(b) Contractual terms of the asset give rise OCI to the Consolidated Statement of profit
financial assets and risk exposure, the Group
ii. Interest income on specified dates to cash flows that and loss, even on the sale of the investment.
determines that whether there has been a
For all debt instruments measured at are solely payments of principal and However, the Group may transfer the
significant increase in the credit risk since initial
amortised cost, interest income is recorded interest (SPPI) on the principal amount cumulative gain or loss within equity.
recognition. If credit risk has not increased
using the effective interest rate (EIR). EIR is outstanding.
significantly, 12-month ECL is used to provide
the rate that exactly discounts the estimated
Derecognition
for impairment loss. However, if credit risk has
future cash payments or receipts over the After initial measurement, such financial A financial asset (or, where applicable, a part
increased significantly, lifetime ECL is used.
expected life of the financial instrument or assets are subsequently measured at of a financial asset or part of a group of similar
If, in a subsequent period, credit quality of the
a shorter period, where appropriate, to the amortised cost using the effective interest financial assets) is primarily derecognised when:
instrument improves such that there is no longer
gross carrying amount of the financial asset rate (EIR) method. Amortised cost is
• The rights to receive cash flows from the asset a significant increase in credit risk since initial
or to the amortised cost of a financial liability. calculated by taking into account any
have expired, or recognition, then the entity reverts to recognising
Interest income is included in finance income discount or premium on acquisition and
impairment allowance based on 12-month ECL.
in the Consolidated Statement of profit and fees or costs that are an integral part of EIR. • The Group has transferred its rights to receive
The Group considers current and anticipated
loss. The EIR amortisation is included in finance cash flows from the asset or has assumed an
future economic conditions relating to industries
costs/income in the Consolidated Statement obligation to pay the received cash flows in full
the Group deals with and the countries where it
iii. Dividend of profit and loss. The losses arising without material delay to a third party under a
operates.
Revenue is recognised when the Group’s from impairment are recognised in the “pass-through” arrangement; and either (a) the
right to receive the payment is established. Consolidated Statement of profit and loss. Group has transferred substantially all the risks
and rewards of the asset, or (b) the Group has


ECL impairment allowance (or reversal) cancelled or expires when an existing financial asset or liability or an unrecognised firm loss. The Group uses forward currency
recognised during the period is recognised as liability is replaced by another from the same commitment contracts as hedges of its exposure to
income/expense in the Consolidated Statement lender on substantially different terms, or the foreign currency risk in forecast transactions
• Cash flow hedges when hedging the exposure
of profit and loss under the head ‘other expenses’ terms of an existing liability are substantially and firm commitments. The ineffective
to variability in cash flows that is either
in the Consolidated Statement of profit and loss. modified, such an exchange or modification portion relating to foreign currency contracts
attributable to a particular risk associated
ECL is presented as an allowance, i.e. as an is treated as derecognition of the original is recognised in consolidated statement of
with a recognised asset or liability or a
integral part of the measurement of those assets liability and the recognition of a new liability. profit and loss.
highly probable forecast transaction or the
in the balance sheet. The allowance reduces The difference in the respective carrying amounts
foreign currency risk in an unrecognised firm
the net carrying amount. Until the asset meets is recognised in the Consolidated Statement of Amounts recognised in OCI are transferred
commitment
write-off criteria, the Group does not reduce profit and loss. to the Consolidated Statement of profit and
impairment allowance from the gross carrying loss when the hedged transaction affects
At the inception of a hedge relationship, the
amount. Offsetting of financial instruments profit or loss, such as when the hedged
Group formally designates and documents the
Financial assets and financial liabilities are offset financial income or financial expense
hedge relationship to which the Group wishes to
Financial liabilities and the net amount is reported in the balance is recognised or when a forecast sale
apply hedge accounting and the risk management
Financial liabilities are classified, at initial sheet if there is a currently enforceable legal right occurs. When the hedged item is the cost
objective and strategy for undertaking the
recognition, as financial liabilities at FVTPL, loans to offset the recognised amounts and there is an of a non-financial asset or non-financial
hedge. The documentation includes the Group’s
and borrowings, payables, or as derivatives intention to settle on a net basis, to realise the liability, the amounts recognised in OCI are
risk management objective and strategy for
designated as hedging instruments in an effective assets and settle the liabilities simultaneously. transferred to the initial carrying amount
undertaking hedge, the hedging / economic
hedge, as appropriate. All financial liabilities of the non-financial asset or liability. If the
relationship, the hedged item or transaction,
are recognised initially at fair value and, in the l. Derivative financial instruments and hedging instrument expires or is sold,
the nature of the risk being hedged and how the
case of loans and borrowings and payables, hedge accounting terminated or exercised without replacement
entity will assess the effectiveness of changes in
net of directly attributable transaction costs. Initial recognition and subsequent or rollover (as part of the hedging strategy),
the hedging instrument’s fair value in offsetting
The Group’s financial liabilities include trade and measurement or if its designation as a hedge is revoked,
the exposure to changes in the hedged item’s
other payables, loans and borrowings including The Group uses derivative financial instruments, or when the hedge no longer meets the
fair value or cash flows attributable to the hedged
bank overdrafts, financial guarantee contracts and such as forward currency contracts and interest criteria for hedge accounting, any cumulative
risk. Such hedges are expected to be highly
derivative financial instruments. rate swaps, to hedge its foreign currency risks and gain or loss previously recognised in OCI
effective in achieving offsetting changes in fair
interest rate risks respectively. Such derivative remains separately in equity until the forecast
value or cash flows and are assessed on an
Subsequent measurement of financial liabilities financial instruments are initially recognised at fair transaction occurs or the foreign currency
ongoing basis to determine that they actually have
depends on their classification as fair value value on the date on which a derivative contract is firm commitment is met.
been highly effective throughout the financial
through profit and loss or at amortised cost. entered into and are subsequently re-measured
reporting periods for which they were designated.
at fair value. Derivatives are carried as financial m. Share held by ESOP and Welfare trusts
Hedges that meet the strict criteria for hedge
All changes in fair value of financial liabilities assets when the fair value is positive and as The Group has created ESOP Trust and Welfare
accounting are accounted for, as described below:
classified as FVTPL is recognised in the financial liabilities when the fair value is negative. trusts for providing share-based payment to/
Consolidated Statement of profit and loss. welfare of its employees and various other
(i) Fair value hedges
Amortised cost category is applicable to loans Any gains or losses arising from changes in the employee benefit trusts for providing other
and borrowings, trade and other payables. fair value of derivatives are taken directly to the The change in the fair value of the hedged employee benefits such as loans at concessional
After initial recognition the financial liabilities Consolidated Statement of profit and loss, except item attributable to the risk hedged is rates for various purposes, collectively referred
are measured at amortised cost using the EIR for the effective portion of cash flow hedges, recorded as part of the carrying value of the to as Employee Benefit Trusts. Own equity
method. Gains and losses are recognised in profit which is recognised in OCI and later reclassified hedged item and is also recognised in the instruments are recognised at cost and deducted
and loss when the liabilities are derecognised to profit or loss when the hedge item affects Consolidated Statement of profit and loss as from equity. No gain or loss is recognised
as well as through the EIR amortisation process. profit or loss or treated as basis adjustment if a finance costs. The Group has not undertaken in profit or loss on the purchase, sale, issue
Amortised cost is calculated by taking into hedged forecast transaction subsequently results Fair value hedges. or cancellation of the Group’s own equity
account any discount or premium on acquisition in the recognition of a non-financial asset or instruments. Any difference between the carrying
and fees or cost that are integral part on EIR. non-financial liability. (ii) Cash flow hedges amount and the consideration, if reissued, is
The EIR amortisation is included as finance cost in The effective portion of the gain or loss on recognised in Securities premium.
the Consolidated Statement of profit and loss. For the purpose of hedge accounting, hedges are the hedging instrument is recognised in OCI
classified as: in the cash flow hedge reserve, while any n. Cash and cash equivalents
Derecognition ineffective portion is recognised immediately Cash and cash equivalent in the balance sheet
• Fair value hedges when hedging the exposure
A financial liability is derecognised when the in the Consolidated Statement of profit and comprise cash at banks and on hand and
to changes in the fair value of a recognised
obligation under the liability is discharged or


short-term deposits with an original maturity of evaluates positions taken in the tax returns with The Group determines whether to consider each of the lease and (3) the Group has the right to
three months or less, which are subject to an respect to situations in which applicable tax uncertain tax treatment separately or together direct the use of the asset.
insignificant risk of changes in value. For the regulations are subject to interpretation and with one or more other uncertain tax treatments
purpose of the Consolidated Statement of cash establishes provisions where appropriate. and uses the approach that better predicts the At the date of commencement of the lease, the
flows, cash and cash equivalents consist of cash resolution of the uncertainty. Group recognises a right-of-use (ROU) asset
and short-term deposits, as defined above, Deferred tax and a corresponding lease liability for all lease
net of outstanding bank overdrafts as they are Deferred tax is provided using the liability method The Group applies significant judgement arrangements in which it is a lessee, except
considered an integral part of the Group’s cash on temporary differences between the tax bases in identifying uncertainties over income tax for leases with a term of twelve months or
management. of assets and liabilities and their carrying amounts treatments. less (short-term leases) and low value leases.
for financial reporting purposes at the reporting For these short-term and low value leases, the
o. Government Grants date. r. Borrowing costs Group recognises the lease payments as an
Government grants are recognised where there Borrowing costs directly attributable to the operating expense on a straight-line basis over
is reasonable assurance that the grant will be Deferred tax assets are recognised for all acquisition, construction or production of an the term of the lease.
received and all attached conditions will be deductible temporary differences, the carry asset that necessarily takes a substantial period
complied with. When the grant relates to an forward of unused tax credits and any unused tax of time to get ready for its intended use or sale Certain lease arrangements include the options
expense item, it is recognised as income on a losses. Deferred tax assets are recognised to the are capitalised as part of the cost of the asset. to extend or terminate the lease before the
systematic basis over the periods that the related extent that it is probable that taxable profit will be All other borrowing costs are expensed in the end of the lease term. ROU assets and lease
costs, for which it is intended to compensate, are available against which the deductible temporary period in which they occur. Borrowing costs liabilities includes these options when it is
expensed. When the grant relates to an asset, differences, and the carry forward of unused tax consist of interest and other costs that an entity reasonably certain that they will be exercised.
it is recognised as income in proportion to the credits and unused tax losses can be utilised. incurs in connection with the borrowing of The right-of-use assets are initially recognised at
depreciation charged over the expected useful funds. Borrowing cost also includes exchange cost, which comprises the initial amount of the
life of the related asset. The Group accounts The carrying amount of deferred tax assets is differences to the extent regarded as an lease liability adjusted for any lease payments
for export incentives for export of goods if the reviewed at each reporting date and reduced adjustment to the borrowing costs. made at or prior to the commencement date
entitlements can be estimated with reasonable to the extent that it is no longer probable that of the lease plus any initial direct costs less
accuracy and conditions precedent to claims are sufficient taxable profit will be available to s. Leases any lease incentives. They are subsequently
fulfilled. allow all or part of the deferred tax asset to be The Group applies a single recognition and measured at cost less accumulated depreciation
utilised. Unrecognised deferred tax assets are measurement approach for all leases, except and impairment losses.
p. Share capital re-assessed at each reporting date and are for short-term leases and leases of low-value
Equity shares issued to shareholders are recognised to the extent that it has become assets. The Group recognises lease liabilities to Right-of-use assets are depreciated from the
classified as equity. Incremental costs directly probable that future taxable profits will allow the make lease payments and right-of-use assets commencement date on a straight-line basis
attributable to the issue of new equity shares are deferred tax asset to be recovered. Deferred tax representing the right to use the underlying over the shorter of the lease term and useful life
recognised as a deduction from equity, net of any assets and liabilities are measured at the tax rates assets. of the underlying asset. Right of use assets are
related income tax effects. that are expected to apply in the year when the evaluated for recoverability whenever events
asset is realised or the liability is settled, based on Group as a lessee or changes in circumstances indicate that their
q. Income tax tax rates (and tax laws) that have been enacted or The Group lease asset classes primarily consist carrying amounts may not be recoverable. For the
Current tax substantively enacted at the reporting date. of leases for land, office buildings, guest house purpose of impairment testing, the recoverable
Current tax assets and liabilities are measured and other office equipment. The Group assesses amount (i.e. the higher of the fair value less cost
at the amount expected to be recovered from or Deferred tax relating to items recognised outside whether a contract contains a lease, at inception to sell and the value-in-use) is determined on an
paid to the taxation authorities. The tax rates and profit or loss is recognised outside profit or loss of a contract. A contract is, or contains, a lease individual asset basis unless the asset does not
tax laws used to compute the amount are those (either in OCI or in equity). Deferred tax items if the contract conveys the right to control the generate cash flows that are largely independent
that are enacted or substantively enacted, at the are recognised in correlation to the underlying use of an identified asset for a period of time in of those from other assets. In such cases,
reporting date in the tax jurisdictions where the transaction either in OCI or directly in equity. exchange for consideration. To assess whether a the recoverable amount is determined for the
Group operates and generates taxable income. contract conveys the right to control the use of an Cash Generating Unit (CGU) to which the asset
Deferred tax assets and deferred tax liabilities identified asset, the Group assesses whether: (1) belongs.
Current income tax relating to items recognised are offset if a legally enforceable right exists the contract involves the use of an identified asset
outside profit or loss is recognised either in OCI to set off current tax assets against current tax (2) the Group has substantially all of the economic The lease liability is initially measured at present
or in equity. Current tax items are recognised in liabilities and the deferred taxes relate to the same benefits from use of the asset through the period value of the future lease payments. The lease
correlation to the underlying transaction either in taxable entity (or each tax group of entities when payments include fixed payments less any lease
OCI or directly in equity. Management periodically applicable) and the same taxation authority.


incentives receivable, variable lease payments t. Impairment of non-financial assets in which the asset is used. Impairment losses u. Provisions
that depend on an index or a rate, and amounts The Group assesses, at each reporting date, including impairment on inventory are recognised Provisions are recognised when the Group has
expected to be paid under residual value whether there is an indication that an asset may in the Consolidated Statement of profit or loss. a present obligation (legal or constructive) as a
guarantees. be impaired. If any indication exists, or when result of a past event, it is probable that an outflow
annual impairment testing for an asset is required, For assets excluding goodwill, an assessment of resources embodying economic benefits
Lease liability and ROU asset have been the Group estimates the asset’s recoverable is made at each reporting date to determine will be required to settle the obligation and a
separately presented in the Consolidated Balance amount. An asset’s recoverable amount is the whether there is an indication that previously reliable estimate can be made of the amount of
Sheet and lease payments have been classified higher of an asset’s or Cash Generating Unit’s recognised impairment losses no longer exist the obligation. When the Group expects some or
as financing cash flows. (CGU) fair value less costs of disposal and its or have decreased. If such indication exists, the all of a provision to be reimbursed, for example,
value in use. Recoverable amount is determined Group estimates the asset’s or CGU’s recoverable under an insurance contract, the reimbursement
For a contracts that contain a lease component for an individual asset, unless the asset does amount. A previously recognised impairment loss is recognised as a separate asset, but only
and one or more additional lease or not generate cash inflows that are largely is reversed only if there has been a change in when the reimbursement is virtually certain.
non-lease components, the Group allocates independent of those from other assets or groups the assumptions used to determine the asset’s The expense relating to a provision is presented in
the consideration in the contract to each of assets. When the carrying amount of an asset recoverable amount since the last impairment loss the Consolidated Statement of profit and loss net
lease component on the basis of the relative or CGU exceeds its recoverable amount, the asset was recognised. The reversal is limited so that of any reimbursement.
stand-alone price of the lease component and is considered impaired and is written down to its the carrying amount of the asset does not exceed
the aggregate stand-alone price of the non-lease recoverable amount. its recoverable amount, nor exceed the carrying If the effect of the time value of money is material,
components. amount that would have been determined, provisions are discounted using a current pre-tax
In assessing value in use, the estimated future net of depreciation, had no impairment loss rate that reflects, when appropriate, the risks
Group as a lessor cash flows are discounted to their present value been recognised for the asset in prior years. specific to the liability. When discounting is used,
Leases in which the Group does not transfer using a pre-tax discount rate that reflects current Such reversal is recognised in the Consolidated the increase in the provision due to the passage of
substantially all the risks and rewards of market assessments of the time value of money Statement of profit and loss unless the asset is time is recognised as a finance cost.
ownership of an asset are classified as operating and the risks specific to the asset. In determining carried at a revalued amount, in which case, the
leases. Rental income from operating lease is fair value less costs of disposal, recent market reversal is treated as a revaluation increase. Warranty provisions
recognised on a straight-line basis over the term transactions are taken into account. If no such Provisions for warranty-related costs are
of the relevant lease. Initial direct costs incurred in transactions can be identified, an appropriate Goodwill is tested for impairment annually as at recognised when the product is sold or service
negotiating and arranging an operating lease are valuation model is used. These calculations are the year-end and when circumstances indicate provided to the customer. Initial recognition
added to the carrying amount of the leased asset corroborated by valuation multiples, quoted share that the carrying value may be impaired. is based on historical experience. The initial
and recognised over the lease term on the same prices for publicly traded companies or other estimate of warranty related costs is revised
basis as rental income. available fair value indicators. Impairment is determined for goodwill by annually.
assessing the recoverable amount of each CGU
Leases are classified as finance leases when The Group bases its impairment calculation on (or group of CGUs) to which the goodwill relates. Provision for onerous contracts
substantially all of the risks and rewards of detailed budgets and forecast calculations, which When the recoverable amount of the CGU is If the Group has a contract that is onerous,
ownership transfer from the Group to the lessee. are prepared separately for each of the Group’s less than its carrying amount, an impairment the present obligation under the contract is
Amounts due from lessees under finance leases CGUs to which the individual assets are allocated. loss is recognised. Impairment losses relating to recognised and measured as a provision.
are recorded as receivables at the Group’s net These budgets and forecast calculations cover goodwill cannot be reversed in future periods. However, before a separate provision for an
investment in the leases. Finance lease income a period of five years. For longer periods, a onerous contract is established, the Group
is allocated to accounting periods so as to reflect long-term growth rate is calculated and applied The Group assesses where climate risks could recognises any impairment loss that has occurred
a constant periodic rate of return on the net to project future cash flows after the fifth year. have a significant impact, such as the introduction on assets dedicated to that contract.
investment outstanding in respect of the lease. To estimate cash flow projections beyond periods of emission-reduction legislation that may
covered by the most recent budgets/forecasts, increase manufacturing costs. These risks in An onerous contract is a contract under which
Revenue from sale of utilities is recognised at the Group extrapolates cash flow projections in relation to climate-related matters are included the unavoidable costs (i.e., the costs that the
the point in time when control of the asset is the budget using a steady or declining growth rate as key assumptions where they materially Group cannot avoid because it has the contract)
transferred to the customer, on supply of the for subsequent periods, unless an increasing rate impact the measure of recoverable amount. of meeting the obligations under the contract
utilities. Revenue from the sale of goods is can be justified. In any case, this growth rate does These assumptions have been included in the exceed the economic benefits expected to be
measured at the fair value of the consideration not exceed the long-term average growth rate for cash-flow forecasts in assessing value-in-use received under it. The unavoidable costs under
received or receivable, net of returns and the products, industries, or country or countries amounts, if applicable. a contract reflect the least net cost of exiting
allowances, trade discounts and volume rebates. in which the entity operates, or for the market from the contract, which is the lower of the cost


of fulfilling it and any compensation or penalties The Group and some of its Indian subsidiaries The Group treats accumulated leave expected due more than 12 months after the end of the
arising from failure to fulfil it. The cost of fulfilling operate a defined benefit gratuity plan, which to be carried forward beyond twelve months, as reporting period are discounted to present value.
a contract comprises the costs that relate directly requires contributions to be made to a separately long-term employee benefit for measurement
to the contract (i.e., both incremental costs and administered fund. purposes. Such long-term compensated w. Segment reporting
an allocation of costs directly related to contract absences are provided for based on the actuarial Operating segments are reported in a manner
activities). The cost of providing benefits under the defined valuation using the projected unit credit method at consistent with the internal reporting provided to
benefit plan is determined using the projected unit the year-end. The Group presents the leave as a the chief operating decision maker.
Decommissioning liability credit method. current liability in the balance sheet as it does not
The Group records a provision for have an unconditional right to defer its settlement The Board of Directors of the Company has
decommissioning costs of its manufacturing Remeasurements, comprising of actuarial for 12 months after the reporting date. identified the Managing Director and Chief
facilities. Decommissioning costs are provided gains and losses, the effect of the asset ceiling, Executive Officer as the chief operating decision
at the present value of expected costs to settle excluding amounts included in net interest on Long term incentives maker of the Group.
the obligation using estimated cash flows and are the net defined benefit liability and the return on The provision for long term incentives is
recognised as part of the cost of the particular plan assets (excluding amounts included in net recognised considering the estimated payout x. Contingent liabilities
asset. The unwinding of the discount is expensed interest on the net defined benefit liability), are expected by the Group at present value using A disclosure for a contingent liability is made
as incurred and recognised in the Consolidated recognised immediately in the balance sheet projected unit credit method. These include the where there is a possible obligation that arises
Statement of profit and loss as finance cost. with a corresponding debit or credit to retained determination of the discount rate. Due to the from past events and the existence of which
The estimated future costs of decommissioning earnings through OCI in the period in which they complexities involved in the valuation and its will be confirmed only by the occurrence or
are reviewed annually and adjusted as occur. Remeasurements are not reclassified to long-term nature, a defined benefit obligation is non-occurrence of one or more uncertain future
appropriate. Changes in the estimated future the Consolidated Statement of profit and loss in highly sensitive to changes in these assumptions. events not wholly within the control of the Group
costs or in the discount rate applied are added to subsequent periods. All assumptions are reviewed at each reporting or a present obligation that arises from the past
or deducted from the cost of the asset. date. The parameter which is most subjected to events where it is either not probable that an
Past service costs are recognised in the change is the discount rate. In determining the outflow of resources will be required to settle the
The impact of climate-related matters on Consolidated Statement of profit and loss on the appropriate discount rate for plans operated in obligation or a reliable estimate of the amount
remediation of environmental damage earlier of: India, the management considers the interest cannot be made.
is considered with determining the • The date of the plan amendment or rates of government bonds in currencies
decommissioning liability on the manufacturing consistent with the currencies of the long term y. Earnings Per Share (EPS)
curtailment, and
facility which has been disclosed in Note 19. incentives. The Group presents the basic and diluted EPS
• The date that the Group recognises related data for its equity shares. Basic EPS is computed
v. Retirement and other employee benefits restructuring costs Termination benefits by dividing the net profit for the year attributable
Retirement benefit in the form of provident fund Termination benefits are payable when to the equity shareholders of the Parent by the
is a defined contribution scheme. The Group has Net interest is calculated by applying the discount employment is terminated by the Group before weighted average number of equity shares
no obligation, other than the contribution payable rate to the net defined benefit liability or asset. the normal retirement date, or when an employee outstanding during the year. Diluted EPS is
to the provident fund. The Group recognises The Group recognises the following changes in accepts voluntary redundancy in exchange for computed by adjusting the net profit for the
contribution payable to the provident fund scheme the net defined benefit obligation as an expense in these benefits. The Group recognises termination year attributable to the equity shareholders and
as an expense, when an employee renders the the Consolidated Statement of profit and loss: benefits at the earlier of the following dates: the weighted average number of equity shares
related service. If the contribution payable to the considered for deriving basic EPS for the effects
• Service costs comprising current service
scheme for service received before the balance (a) when the Group can no longer withdraw the of all the equity shares that could have been
costs, past-service costs, gains and losses on
sheet date exceeds the contribution already paid, offer of these benefits; and issued upon conversion of all dilutive potential
curtailments and non-routine settlements; and
the deficit payable to the scheme is recognised as equity shares (which includes the various stock
a liability after deducting the contribution already • Net interest expense or income (b) when the entity recognises cost for a options granted to employees).
paid. If the contribution already paid exceeds the restructuring that is within the scope of Ind
contribution due for services received before the Accumulated leave, which is expected to be AS 37 and involves payment of termination z. Dividends
balance sheet date, then excess is recognised as utilised within the next 12 months, is treated benefits. Dividend to equity shareholders is recognised
an asset to the extent that the pre-payment will as short-term employee benefit. The Group as a liability in the period in which the dividends
lead to, for example, a reduction in future payment measures the expected cost of such absences In the case of an offer made to encourage are approved by the equity shareholders.
or a cash refund. as the additional amount that it expects to pay voluntary redundancy, the termination benefits Interim dividends that are declared by the
as a result of the unused entitlement that has are measured based on the number of employees Board of Directors without the need for equity
accumulated at the reporting date. expected to accept the offer. Benefits falling shareholders’ approvals are recognised as a


liability and deducted from shareholders’ equity of the number of equity instruments that will the redemption amount, which is recorded as a contracts which need to be combined and
in the year in which the dividends are declared by ultimately vest. Market performance conditions financial liability, is accounted for as an equity considered as a single contract.
the Board of directors. are reflected within the grant date fair value. transaction.
Any other conditions attached to an award, but ii. Consolidation
aa. Employee stock option and share based without an associated service requirement, 3. Significant Accounting Judgments, Structured Entities
payments are considered to be non-vesting conditions. Estimates and Assumptions The Company has an ESOP trust and various
In respect of stock options granted pursuant Non-vesting conditions are reflected in the fair Employee Welfare Trusts for the welfare of
The preparation of the Group’s consolidated financial
to the Company’s Employee Stock Option value of an award and lead to an immediate its employees. Determination of the Group’s
statements requires management to make judgments,
Scheme, the Company recognises employee expensing of an award unless there are also control over these trusts for the purpose of
estimates and assumptions that affect the reported
compensation expense, using the grant date service and/or performance conditions. consolidation requires judgement on the part of
amounts of revenue, expenses, assets and liabilities,
fair value in accordance with Ind-AS 102 - Share the Management of the Group.
and the accompanying disclosures and including the
Based Payment, on straight line basis over the No expense is recognised for awards that do not
disclosure of contingent liabilities as at the reporting
period over which the employees would become ultimately vest because non-market performance The ESOP trust and various Employee Welfare
date. However, uncertainty about these assumptions
unconditionally entitled to apply for the shares. and/or service conditions have not been met. Trusts, being separate legal entities, are not
and estimates could result in outcomes that require a
Where awards include a market or non-vesting considered for the purpose of consolidation in the
material adjustment to the carrying amount of assets or
Employees (senior executives) of the Group condition, the transactions are treated as vested standalone financial statements. However, these
liabilities affected in future periods.
receive remuneration in the form of share-based irrespective of whether the market or non-vesting trusts have been consolidated in the consolidated
payments, whereby employees render services condition is satisfied, provided that all other financial statements under Ind AS 110.
Other disclosures relating to the Group’s exposure to
as consideration for equity instruments performance and/or service conditions are
risks and uncertainties includes:
(equity-settled transactions). satisfied. iii. Arrangements in the nature of lease
• Capital management Note 41 The Group has entered into certain arrangements
Equity-settled transactions When the terms of an equity-settled award are with its customers where the Group will supply
• Financial risk management objectives and policies
The cost of equity-settled transactions is modified, the minimum expense recognised is heat/steam by installing the boiler/heater at the
Note 39
determined by the fair value at the date when the grant date fair value of the unmodified award, customers’ premises. The Group has determined,
the grant is made using an appropriate valuation provided the original vesting terms of the award • Sensitivity analyses disclosures Note 39 based on an evaluation of the terms and
model. Further details are given in Note 42. are met. An additional expense, measured as conditions of the arrangements, that fulfillment
at the date of modification, is recognised for 3.1 Judgments of these arrangement is dependent on the use
That cost is recognised, together with a any modification that increases the total fair of specific assets and the arrangement conveys
In the process of applying the Group’s accounting
corresponding increase in share-based value of the share-based payment transaction, to customers a right to use these specific assets.
policies, management has made the following
payment (SBP) reserves in equity, over the or is otherwise beneficial to the employee. Accordingly, the Group has determined that these
judgments, which have the most significant effect on
period in which the performance and/or service Where an award is cancelled by the entity or by arrangements qualify as arrangements in the
the amounts recognised in the consolidated financial
conditions are fulfilled in employee benefits the counterparty, any remaining element of the form of lease as per Ind AS 116. The Group has
statements:
expense. The cumulative expense recognised for fair value of the award is expensed immediately also determined, based on evaluation of terms
equity-settled transactions at each reporting date through profit or loss. i. Revenue from contracts with customers and conditions of these arrangements, such as
until the vesting date reflects the extent to which A significant portion of the Group’s business the contract term constituting a major part of
the vesting period has expired and the Group’s The dilutive effect of outstanding options is relates to EPC contracts which is accounted using the economic life of the specific assets and the
best estimate of the number of equity instruments reflected as additional share dilution in the cost-based input method, recognising revenue fair value of the asset, that it has transferred the
that will ultimately vest. The expense or credit computation of diluted earnings per share. as the performance on the contract progresses. significant risks and rewards in these assets to the
in the statement of profit and loss for a period This requires management to make judgement customers and therefore these embedded lease
represents the movement in cumulative expense ab. Redemption liability with respect to identifying contracts for which arrangements have been classified as finance
recognised as at the beginning and end of that Liability for put option issued to non-controlling revenue need to be recognised over a period leases. The separation of lease and non-lease
period and is recognised in employee benefits interests, to be settled in cash by the Company, of time, depending upon when the customer elements in these arrangements have been made
expense. which do not grant present access to ownership consumes the benefit, when the control is passed at relative fair value of these elements, requiring
interest to the Group is recognised at present to customer, whether the asset created has Management judgment.
Service and non-market performance value of the redemption amount and is reclassified an alternative use and whether the Group has
conditions are not taken into account when from equity. At the end of each reporting period, right to payment for performance completed till iv. Contingencies relating to tax and legal
determining the grant date fair value of awards, the non- controlling interests subject to put option date, either contractually or legally. The input matters
but the likelihood of the conditions being met is is derecognised and the difference between method requires management to make significant The Group has received various orders and
assessed as part of the Group’s best estimate the amount derecognised and present value of judgments of the extent of progress towards notices from tax authorities in respect of direct
completion including accounting of multiple taxes and indirect taxes. The outcome of these


matters may have a material effect on the to those stand-alone selling prices. Since the • Recognition of contract variations: the future. These include the determination of
financial position, results of operations or cash consideration is inclusive of the lease component, The Group recognises revenues and the discount rate, future salary increases and
flows. Management regularly analyzes current the stand-alone selling price is not directly margins from contract variations where it mortality rates. Due to the complexities involved in
information about these matters and provides observable. Hence, the Group estimates the is considered probable that they will be the valuation and its long-term nature, a defined
provisions for probable losses including the standalone selling price by considering all awarded by the customer and this requires benefit obligation is highly sensitive to changes in
estimate of legal expense to resolve such matters. the information (including market conditions, management to assess the likelihood of these assumptions. All assumptions are reviewed
In making the decision regarding the need for loss entity-specific factors and information about the such an award being made by reference to at each reporting date. The parameter which is
provisions, management considers the degree customer or class of customer) that is reasonably customer communications and other forms of most subjected to change is the discount rate.
of probability of an unfavorable outcome and the available to the Group. documentary evidence In determining the appropriate discount rate
ability to make a sufficiently reliable estimate of for plans operated in India, the management
• Provision for onerous contracts: The Group
the amount of loss. The filing of a suit or formal 3.2 Estimates and assumptions considers the interest rates of government bonds
provides for future losses on EPC contracts
assertion of a claim against the Group or the in currencies consistent with the currencies of the
The key assumptions concerning the future and where it is considered highly probable that the
disclosure of any such suit or assertions, does not post-employment benefit obligation. The mortality
other key sources of estimation uncertainty at the contract costs are likely to exceed revenues
automatically indicate that a provision of a loss rate is based on Indian Assured Lives Mortality
reporting date, that have a significant risk of causing in future years. Estimating these future losses
may be appropriate. (2012-14) Ultimate. Those mortality tables
a material adjustment to the carrying amounts of involves a number of assumptions about the
tend to change only at interval in response to
assets and liabilities within the next financial year, are achievement of contract performance targets
v. Segment reporting demographic changes. Future salary increases
described below. The Group based its assumptions and the likely levels of future cost escalation
Ind AS 108 ‘Operating Segments’ requires are based on expected future inflation rates.
and estimates on parameters available when the over time. Refer note 19(b) for details for
Management to determine the reportable Further details about gratuity obligations are given
consolidated financial statements were prepared. provision for onerous contract.
segments for the purpose of disclosure in in note 33.
Existing circumstances and assumptions about future
consolidated financial statements based on the ii. Impairment of non-financial assets
developments, however, may change due to market iv. Fair value measurement of unquoted
internal reporting reviewed by Chief Operating Impairment exists when the carrying value of an
changes or circumstances arising that are beyond the financial instruments
Decision Maker (CODM) to assess performance asset or cash generating unit (CGU) exceeds
control of the Group. Such changes are reflected in the When the fair values of financial assets and
and allocate resources. The Standard also its recoverable amount, which is the higher of
assumptions when they occur. financial liabilities recorded in the balance sheet
requires Management to make judgments with its fair value less costs of disposal and its value
cannot be measured based on quoted prices
respect to aggregation of certain operating i. EPC contracts: in use. The fair value less costs of disposal
in active markets, their fair value is measured
segments into one or more reportable segment. • Provisions for liquidated damages claims calculation is based on available data from
using valuation techniques including the DCF
(LDs): The Group provides for LD claims to the binding sales transactions, conducted at arm’s
model. The inputs to these models are taken
Operating segments used to present segment length, for similar assets or observable market
extent that it is highly probable that a significant from observable markets where possible,
information are identified based on the internal prices less incremental costs for disposing of the
reversal in the amount of cumulative revenue but where this is not feasible, a degree of
reports used and reviewed by the Managing asset. The value in use calculation is based on a
recognised will not occur when the uncertainty assumption is required in establishing fair values.
Director and Chief Executive Officer to Discounted Cash Flow (DCF) model. The cash
associated with the variable consideration Judgments include considerations of inputs
assess performance and allocate resources. flows are derived from the budget for the next
is subsequently resolved. This requires an such as liquidity risk, credit risk and volatility.
The management has determined that some five years as approved by the Management
estimate of the amount of LDs payable under a Changes in assumptions about these factors
of the segments exhibit similar economic and do not include restructuring activities that
claim which involves a number of management could affect the reported fair value of financial
characteristics and meet other aggregation the Group is not yet committed to or significant
judgments and assumptions regarding the instruments. Refer note 38 for further disclosures.
criteria and accordingly aggregated into four future investments that will enhance the
amounts to be recognised.
reportable segments i.e.industrial products, asset’s performance of the CGU being tested.
v. Warranty provision
industrial infra, green solutions and chemical. • Project cost to complete estimates: At The recoverable amount is sensitive to the
The Group offers warranty for its various products.
each reporting date, the Group is required discount rate used for the DCF model as well as
Warranty costs are provided based on a technical
vi. Segregation of lease and non-lease to estimate costs to complete on fixed-price the expected future cash-inflows and the terminal
estimate of the costs required to be incurred for
components of the consideration contracts. Estimating costs to complete on growth rate used.
repairs, replacements, material costs, servicing
The Group allocates the transaction price to such contracts requires the Group to make
cost and past experience in respect of warranty
each performance obligation on a relative estimates of future costs to be incurred, based iii. Defined benefit plan - gratuity
costs. Management estimates the related
stand-alone selling price basis by determining on work to be performed beyond the reporting The cost of the defined benefit gratuity plan and
provision for future warranty claims based on
the stand-alone selling price at contract inception date. This estimate will impact revenues, cost the present value of the gratuity obligation are
historical warranty claim information, as well
of the distinct good or service underlying each of sales, work-in-progress, billings in excess determined using actuarial valuations. An actuarial
as recent trends that might suggest that past
performance obligation in the contract and of costs, estimated earnings and accrued valuation involves making various assumptions
cost information may differ from future claims.
allocates the transaction price in proportion contract expenses. that may differ from actual developments in


The assumptions made in current period are lives of its property, plant and equipment and 4 (a) Property, Plant and Equipment
consistent with those in the prior year. Factors that intangible assets for calculating depreciation and
Particulars Freehold Buildings Plant and Office Computer Furniture Vehicles Total Capital
could impact the estimated claim information amortisation. This estimate is determined after land equipment equipment and work-in-
include the success of the Group’s productivity considering the expected usage of the asset or fixtures progress
and quality initiatives. Warranty provisions are physical wear and tear. Management reviews the #
discounted using a pre-tax discount rate which residual value and useful lives annually and future Gross carrying amount as at 7.57 787.11 838.90 44.55 69.30 39.52 19.97 1,806.92 21.06
reflects current market assessments of time depreciation and amortisation charge would April 1, 2021*
value of money and risks specific to the liability. be adjusted where the management believes Additions 4.40 2.99 27.23 1.50 9.73 0.04 2.64 48.53 71.79
Refer note 19 for further details. the useful lives differ from previous estimates. Disposals/Transfers/Adjustments - (4.43) (12.22) (4.07) (4.71) (1.37) (3.42) (30.22) (48.53)
Refer note 2.3(f) and 2.3(g) above for further Exchange differences - (0.52) (0.29) (0.09) 0.02 0.07 (0.03) (0.84) -
vi. Impairment of financial assets details. Gross carrying amount as at 11.97 785.15 853.62 41.89 74.34 38.26 19.16 1,824.39 44.32
The impairment provisions for financial assets March 31, 2022
are based on assumptions about risk of default, viii. Deferred taxes Additions 7.33 2.97 119.04 2.86 18.57 1.37 5.56 157.70 547.15
expected loss rates and timing of cash flows. At each balance sheet date, the Group assesses
Disposals/Transfers/Adjustments - (3.30) (32.46) (1.66) (5.08) (2.50) (5.23) (50.23) (157.70)
The Group uses judgment in making these whether the realisation of future tax benefits is
assumptions and selecting the inputs to the Non-current asset classified as held (0.36) (18.23) (0.49) - - - - (19.08) -
sufficiently probable to recognise deferred tax for sale (note 45)
impairment calculation, based on the Group’s assets. This assessment requires the use of
past history, existing market conditions as well Exchange differences - 5.48 3.45 0.34 0.03 0.13 0.01 9.44 -
significant estimates with respect to assessment
as forward looking estimates at the end of each Gross carrying amount as at 18.94 772.07 943.16 43.43 87.86 37.26 19.50 1,922.22 433.77
of future taxable income. The recorded amount of
reporting period. March 31, 2023
total deferred tax assets could change if estimates
of projected future taxable income or if changes
As a practical expedient, the Group uses a in current tax regulations are enacted for any of Accumulated depreciation and - 180.15 480.54 25.63 48.01 22.34 7.56 764.23 -
provision matrix to determine ECL impairment impairment as at April 1, 2021*
the tax jurisdictions in which the Group operates.
allowance on portfolio of its trade receivables. Charge for the year - 25.48 52.56 2.58 6.56 2.29 4.55 94.02 -
Refer note 10 for further information on potential
The provision matrix is based on its historically Disposals/Transfers/Adjustments - (1.26) (11.14) (4.56) (4.48) (0.93) (2.13) (24.50) -
tax benefits for which no deferred tax asset is
observed default rates over the expected life Exchange differences - (0.14) (0.16) (0.08) 0.01 0.07 (0.01) (0.31) -
recognised.
of the trade receivables and is adjusted for
Accumulated depreciation and - 204.23 521.80 23.57 50.10 23.77 9.97 833.44 -
forward-looking estimates. At every reporting
ix. Employee stock option impairment as at March 31, 2022
date, the historical observed default rates are
The Company initially measures the cost of Charge for the year - 24.97 54.26 2.59 9.02 2.31 3.01 96.16 -
updated and changes in the forward-looking
equity-settled transactions with employees Disposals/Transfers/Adjustments - (0.60) (30.10) (1.52) (3.17) (1.51) (4.48) (41.38) -
estimates are analysed. On that basis, the
using a Black Scholes Options Pricing model to Non-current asset classified as held - (11.07) (0.11) - - - - (11.18) -
Group estimates a default rate of total revenue
determine the fair value of the liability incurred. for sale (note 45)
for trade receivables and contract revenue for
Estimating fair value for share-based payment Exchange differences - 2.19 2.69 0.31 0.02 0.07 0.01 5.29 -
contract assets. The Group follows provisioning
transactions requires determination of the most Closing accumulated - 219.72 548.54 24.95 55.97 24.64 8.51 882.33 -
norms based on ageing of receivables to
appropriate valuation model and the performance depreciation and impairment as
estimate the impairment allowance under ECL.
of the Company, which is dependent on the terms at March 31, 2023
For retention receivables, the Group additionally
and conditions of the grant.
categorises the receivables due from Public
Sector Undertakings (PSUs) and Non-PSUs and Net Block as at March 31, 2023 18.94 552.35 394.62 18.48 31.89 12.62 10.99 1,039.89 433.77
This estimate also requires determination of Net Block as at March 31, 2022 11.97 580.92 331.82 18.32 24.24 14.49 9.19 990.95 44.32
follows a wider aged bucket provisioning norm as
the most appropriate inputs to the valuation
the performance guarantee tests require certain
model including the expected life of the share *The Group had elected to continue with the carrying value of property, plant and equipment as recognised in the consolidated financial
time period after the supplies are completed.
option, volatility and dividend yield and making statements as per previous GAAP and had regarded those values as the deemed cost on the date of transition (i.e. April 1, 2015). The Group
Refer note 7 and 9(b) for details of impairment has disclosed the gross cost and accumulated depreciation above, for information purpose only.
allowance recognised at the reporting date. assumptions about them.
#Capital work in progress majorly includes expenditure towards construction of new solar and hybrid renewable energy plants.
The assumptions and models used for estimating Refer note 47 for property, plant and equipment given as security for borrowings.
vii. Useful lives of property, plant and
fair value for share-based payment transactions
equipment and intangible assets
are disclosed in note 42.
The Group determines, based on independent
technical assessment, the estimated useful


Ageing of Capital work-in-progress (CWIP)*: 4 (c) Intangible Assets and Goodwill

CWIP Amount in CWIP for a period of Total Particulars Computer Technical Goodwill Customer Total Intangibles
Less than 1 year 1-2 years 2-3 years software know-how Rights under
Project in progress March 31, 2023 431.51 2.26 - 433.77 # development
March 31, 2022 43.90 0.42 - 44.32 Gross carrying amount as at 84.98 88.95 166.30 - 340.23 3.10
Projects temporarily suspended March 31, 2023 - - - - April 1, 2021*
March 31, 2022 - - - - Additions 12.16 10.33 - - 22.49 19.39
Total Capital work-in-progress March 31, 2023 431.51 2.26 - 433.77 Disposals/Transfers/Adjustments - (13.83) - - (13.83) (22.49)
March 31, 2022 43.90 0.42 - 44.32 Exchange difference (0.07) (0.12) (3.63) - (3.82) -
* For CWIP, there are no projects whose completion date is overdue or exceeded its cost as compared to its original plan for the year ended Gross carrying amount as at 97.07 85.33 162.67 - 345.07 -
and as at March 31, 2023 and March 31, 2022. March 31, 2022
Additions 7.88 - - 0.09 7.97 -
Capitalisation of expenses Disposals/Transfers/Adjustments (6.94) (3.52) - - (10.46) -
During the year, the Group has capitalised the following expenses of revenue nature to the cost of property, plant and Exchange difference 0.41 0.10 7.14 - 7.65 -
equipment and intangible assets. Consequently, expenses disclosed under the respective notes are net of amounts Gross carrying amount as at 98.42 81.91 169.81 0.09 350.23 -
capitalised by the Group. March 31, 2023
Particulars March 31, 2023 March 31, 2022
Accumulated amortisation and 67.32 77.69 163.27 - 308.28 -
Salaries and wages 4.47 -
impairment as at April 1, 2021*
Others 1.67 0.12 Charge for the year 9.48 4.28 - - 13.76 -
Total 6.14 0.12 Disposals/Transfers/Adjustments 0.15 (13.83) - - (13.68) -
Exchange difference (0.09) (0.12) (3.63) - (3.84) -
4 (b) Right-of-Use Assets Accumulated amortisation and 76.86 68.02 159.64 - 304.52 -
Particulars Leasehold Land Buildings Vehicles Total impairment as at March 31, 2022
Gross carrying amount as at April 1, 2021 164.96 12.90 3.05 180.91 Charge for the year 9.25 5.41 - 0.03 14.69 -
Additions - 5.71 0.58 6.29 Disposals/Transfers/Adjustments (5.26) (3.56) - - (8.82) -
Disposals/Transfers/Adjustments (6.50) (0.35) (0.06) (6.91) Exchange difference 0.38 0.10 7.14 - 7.62 -
Exchange differences 1.91 0.19 (0.07) 2.03 Closing accumulated amortisation 81.23 69.97 166.78 0.03 318.01 -
Gross carrying amount as at March 31, 2022 160.37 18.45 3.50 182.32 and impairment as at March 31, 2023
Additions 13.10 1.82 2.58 17.50
Disposals/Transfers/Adjustments - (3.30) (1.91) (5.21)
Exchange differences 1.72 0.44 0.25 2.41 Net Block as at March 31, 2023 17.19 11.94 3.03 0.06 32.22 -
Gross carrying amount as at March 31, 2023 175.19 17.41 4.42 197.02 Net Block as at March 31, 2022 20.21 17.31 3.03 - 40.55 -
Accumulated depreciation and impairment as at 7.89 4.13 1.49 13.51 *The Group had elected to continue with the carrying value of intangible assets and goodwill as recognised in the consolidated financial
April 1, 2021 statements as per previous GAAP and had regarded those values as the deemed cost on the date of transition (i.e. April 1, 2015). The Group
Charge for the year 1.80 2.81 0.85 5.46 has disclosed the gross cost and accumulated amortisation above, for information purpose only.
Disposals/Transfers/Adjustments (0.05) - (0.06) (0.11) # Includes internally developed assets of net block Rs. 5.45 (March 31, 2022: Rs. 9.99)
Exchange differences - 0.12 0.10 0.22
Accumulated depreciation and impairment as at 9.64 7.06 2.38 19.08 4 (d) Impairment Tests for Goodwill
March 31, 2022 Goodwill acquired through business combinations has been considered for impairment testing by the management.
Charge for the year 1.50 3.59 0.92 6.01
Disposals/Transfers/Adjustments - (2.91) (1.64) (4.55) As at the March 31, 2023, the carrying amount of goodwill is Rs. 3.03 (March 31, 2022: Rs. 3.03). The Group performs
Exchange differences - 0.32 0.10 0.42 impairment testing annually. The recoverable amount of the CGU has been determined based on a value in use calculation
Closing accumulated depreciation and impairment 11.14 8.06 1.76 20.96
using cash flow projections from financial budgets approved by management covering a five year period. The projected
as at March 31, 2023
cash flows have been updated to reflect the demand changes for products pursuant to Covid-19 pandemic. Based on the
Net Block as at March 31, 2023 164.05 9.35 2.66 176.06 cash flow projections, discount rate and other assumptions including gross margin, sales discount, market share, volume
Net Block as at March 31, 2022 150.73 11.39 1.12 163.24 growth, etc it was concluded that the value in use exceeds the carrying value of goodwill and overall CGU. As a result of the
analysis, no impairment of the Goodwill was required. As at March 31, 2023, there were no indicators of impairment noted by
The Group has taken certain assets on lease which has been accounted in accordance with Ind AS 116-Leases under right-of-use assets. management.
Refer note 32 for further disclosure on leases.
For assets pledged as security, refer note 47.


5 Investments in Associates 6 (b) Current Investments

Particulars Face Number of shares Amount Particulars Amount
value per March 31, March 31, March 31, March 31, March 31, 2023 March 31, 2022
share 2023 2022 2023 2022 Investments at Fair value through Profit and Loss
Investments in Equity Instruments*: Liquid/ Liquid Plus and Duration funds (Quoted)
Investments accounted using the equity method Units of Mutual Funds (Quoted) 763.52 602.21
Cumulative convertible preference shares in
Sub total (A) 763.52 602.21
associate (unquoted)
Investments at amortised cost
ExactSpace Technologies Private Limited (10.41%) Rs. 10 1,249 1,249 6.56 6.63
Covacsis Technologies Private Limited (16.67%) Rs. 10 43,192 - 9.81 - Investments in Corporate Fixed Deposits (Unquoted) 467.57 164.33
Total investments in associates 16.37 6.63 Sub total (B) 467.57 164.33
Investments at amortised cost
* Refer note 37(a) for further details. Investments in Corporate Bonds (Unquoted) 161.78 -
6 (a) Non-Current Investments Sub total (C) 161.78 -
Total Current Investments D=(A+B+C) 1,392.87 766.54
Particulars Face Number of shares Amount
value per Aggregate amount of quoted investments and market value thereof 763.52 602.21
March 31, March 31, March 31, March 31,
share 2023 2022 2023 2022 Aggregate amount of unquoted investments 629.35 164.33
Investments in Equity Instruments: Aggregate amount of impairment in the value of investments - -
Investments at Fair Value through Profit and Loss
Investments at fair value through profit or loss reflect investment in unquoted equity and debt securities. Refer note 38 for
Unquoted equity shares (fully paid up)
Sicom Limited# Rs. 10 10,000 10,000 - - determination of their fair values.
Total investment in equity shares - -
Investments at Fair Value through Profit and Loss 7 Trade Receivables
Corporate Bonds - 274.88 (a) Non-current trade receivables
Fund of Funds (FOF) 75.08 73.19
As at As at
Exchange Traded Funds (ETF) and Index Funds 82.53 80.18
March 31, 2023 March 31, 2022
Floater Fund 59.23 133.53
Trade receivables from:
Sub total (A) 216.84 561.78
Investments at amortised cost i) Related parties (note 35) - -
Investments in Corporate Fixed Deposits (Unquoted) - 141.58 ii) Others 114.50 173.52
Sub total (B) - 141.58 Total 114.50 173.52
Total Non-Current Investments C=A+B 216.84 703.36
Aggregate amount of quoted investments and market 216.84 561.78
value thereof Break-up for security details
Aggregate amount of unquoted investments - 141.58 Secured, considered good - -
Aggregate amount of impairment in the value of - - Unsecured, considered good 133.21 193.16
investments Trade receivables which has a significant increase in credit risk - -
# Deemed cost is considered to be Nil as on April 1, 2015. Trade receivables - credit impaired - -
133.21 193.16
Investments at fair value through profit or loss reflect investment in quoted and unquoted equity and debt securities.
Refer note 38 for determination of their fair values. Less: Impairment allowance (18.71) (19.64)
Total 114.50 173.52


The ageing of non-current trade receivables which are due for receipt: The ageing of current trade receivables which are due for receipt:
Particulars Not Outstanding for the following period Total Particulars Not due Outstanding for the following period Total
due from due date of payments from due date of payments
Less than 6 months- 1-2 2-3 More than Less than 6 months- 1-2 2-3 More than
6 months 1 year years years 3 years 6 months 1 year years years 3 years
(i) Undisputed trade March 31, 2023 133.21 - - - - - 133.21 (i) Undisputed trade March 31, 2023 958.31 642.96 169.24 75.47 48.40 150.98 2,045.36
receivables- March 31, 2022 193.16 - - - - - 193.16 receivables- March 31, 2022 789.71 554.47 91.04 88.99 42.70 131.20 1,698.11
considered good considered good
Sub-total March 31, 2023 133.21 - - - - - 133.21 (ii) Undisputed trade March 31, 2023 - - 0.03 - 0.43 34.93 35.39
March 31, 2022 193.16 - - - - - 193.16 receivables- which March 31, 2022 - - - 0.05 1.35 51.33 52.73
have significant
Less: Impairment March 31, 2023 (18.71)
increase in credit risk
allowance March 31, 2022 (19.64)
(iii) Undisputed trade March 31, 2023 2.62 3.00 3.91 10.68 4.40 11.57 36.18
Total March 31, 2023 114.50 receivables- credit March 31, 2022 0.35 5.33 4.76 6.38 7.35 9.71 33.88
March 31, 2022 173.52 impaired
(iv) Disputed trade March 31, 2023 - - - - - 9.29 9.29
The above ageing includes retention receivables which are classified as due or not due on the basis of the contractual terms receivables- March 31, 2022 - - 0.94 1.26 0.92 11.14 14.26
with respective customers. considered good
(v) Disputed trade March 31, 2023 - - - - - 9.41 9.41
(b) Current trade receivables receivables- which March 31, 2022 - - - - - 5.98 5.98
have significant
As at As at increase in credit risk
March 31, 2023 March 31, 2022 (vi) Disputed trade March 31, 2023 - - - - - - -
Trade receivables from: receivables- credit March 31, 2022 - - - 0.33 0.27 1.00 1.60
i) Related parties (note 35) 0.36 0.60 impaired
Sub-total March 31, 2023 960.93 645.96 173.18 86.15 53.23 216.18 2,135.63
ii) Others 1,761.70 1,423.12
March 31, 2022 790.06 559.80 96.74 97.01 52.59 210.36 1,806.56
Total 1,762.06 1,423.72
allowance March 31, 2022 (382.84)
Break-up for security details Total March 31, 2023 1,762.06
Secured, considered good 136.55 189.06 March 31, 2022 1,423.72
Unsecured, considered good 1,918.10 1,523.31
Trade receivables which have a significant increase in credit risk 44.80 58.71 The above ageing includes retention receivables which are classified as due or not due on the basis of the contractual terms
with respective customers.
Trade receivables - credit impaired 36.18 35.48
2,135.63 1,806.56
(c) The following table summarises the change in impairment allowance measured using
Less: Impairment allowance* (373.57) (382.84) the life time expected credit loss model (Pursuant to Ind AS 109):
Total 1,762.06 1,423.72
Provision on Trade Receivables Provision on unbilled revenue
No trade or other receivables are due from directors or other officers of the Group either severally or jointly with any other March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
person. Nor any receivable from firms or private companies in which any director is a partner, a director or a member, At the beginning of the year 402.48 430.38 18.33 13.86
respectively. Less: Bad debts / write off (32.61) (14.04) - -
369.87 416.34 18.33 13.86
*Includes provision amounting to Rs. 44.80 (March 31, 2022: Rs. 58.71) for trade receivables which have a significant
Add: Provision made during the year 101.17 86.80 6.37 5.38
increase in credit risk.
Less: Utilised/reversed during the year (79.66) (100.80) (0.11) (0.91)
For terms and conditions relating to related party receivables, refer note 35. Exchange differences 0.90 0.14 - -
At the end of the year 392.28 402.48 24.59 18.33
Trade receivables are non-interest bearing and are generally on terms of 7 to 90 days.


8 Loans (b) Other current assets

(a) Non-current loans As at As at
March 31, 2023 March 31, 2022
As at As at Derivative instruments at fair value through OCI
March 31, 2023 March 31, 2022
Cash flow hedges
Unsecured, considered good Foreign exchange forward contracts 1.57 2.25
At amortised cost
Loans to employees 4.66 5.18 Derivative instruments at fair value through profit or loss
Total 4.66 5.18 Derivative not designated as hedges
Classification of above is as follows: Foreign exchange forward contracts 2.28 3.86
Loans receivables- considered good- Secured - -
Loans receivables- considered good- Unsecured 4.66 5.18 At amortised cost
Loans receivables which have significant increase in credit risk - - Export incentive receivable 8.16 31.61
Loans receivables- credit impaired - - Unbilled revenue (contract assets)^ 484.41 394.87
Total 4.66 5.18 Security deposits* 3.89 2.42
Others 27.33 35.42
(b) Current loans Total 527.64 470.43
As at As at
*Includes lease deposits given to directors of Rs. 0.18 (March 31, 2022: Rs. 0.18). The maximum amount due from directors during
March 31, 2023 March 31, 2022
the year amounted to Rs. 0.18 (March 31, 2022: Rs. 0.18), refer note 35. This also includes deposits given to various other parties for
Unsecured, considered good rent, utilities etc.
At amortised cost Financial assets at fair value through other comprehensive income reflect the positive change in fair value of foreign exchange forward
Loans to employees 2.46 1.98 contracts, designated as cash flow hedges to hedge highly probable forecast sales and purchases in various foreign currencies.
Total 2.46 1.98 ^ Unbilled revenue is disclosed net of provision for impairment allowance of Rs. 24.59 (March 31, 2022: Rs. 18.33).
Classification of above is as follows:
Loans receivables- considered good- Secured - - 10 Income Taxes
Loans receivables- considered good- Unsecured 2.46 1.98 The major components of income tax expense for the year ended March 31, 2023 and March 31, 2022 are:
Loans receivables which have significant increase in credit risk - -
Loans receivables- credit impaired - -
Statement of profit and loss
Total 2.46 1.98 Particulars March 31, 2023 March 31, 2022
Current tax 125.89 72.55
Loans are various kinds of non-derivative financial assets which generate fixed interest income. The tenure of such loans
Deferred tax 26.47 25.24
have different time range based on employee eligibility.
Income tax expense reported in the consolidated statement of profit or loss 152.36 97.79
No loans are due from directors or key managerial persons of the Group either severally or jointly with any other person or
from firms or private companies in which any director is a partner, a director or a member, respectively. Other comprehensive income
9 Other Financials Assets Particulars March 31, 2023 March 31, 2022
Deferred tax related to items recognised in other comprehensive income
(a) Other non-current assets during the year
As at As at Net gain/(loss) on revaluation of Cash flow hedge (1.58) 0.49
March 31, 2023 March 31, 2022 Net gain/(loss) on remeasurements of defined benefit plans (3.57) 1.26
Bank deposits with remaining maturity more than twelve months # 40.83 82.54
Deferred tax credit in other comprehensive income (5.15) 1.75
Unbilled revenue (contract assets) 10.72 -
Security deposits 14.16 11.54
Total 65.71 94.08
# Includes bank deposits Rs. 0.90 (March 31, 2022: Rs. 0.17) which are pledged as margin money.


Reconciliation of tax expense and accounting profit multiplied by India’s domestic tax rate Reconciliation of deferred tax assets (net)
Particulars March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Accounting profit before tax 603.06 410.10 Opening balance 127.12 154.03
Share of (loss) / profit of associates (0.23) 0.13
Tax (expense)/ income during the year recognised in profit or loss (26.47) (25.24)
Accounting profit before tax (before share of (loss)/ profit of associates) 603.29 409.97
At India's statutory income tax rate (as per Income Tax Act, 1961) of 25.17% 151.85 103.19 Tax (expense)/ income during the year recognised in OCI 5.15 (1.75)
(March 31, 2022: 25.17%) Currency translation effect (0.09) 0.08
Fair value gain on FVPL investments (0.25) (4.82) Closing balance 105.71 127.12
Deferred tax recognised on unabsorbed losses of earlier years 0.43 (0.16)
Deferred tax on account of utilisation of losses of previous year (7.10) (3.22)
Break up of gross deferred tax assets/liabilities
Unrecognised tax benefits on tax losses 6.16 0.56
Taxes paid / payable on repatriation of branches/subsidiary profits 1.86 2.31 March 31, 2023 March 31, 2022
Others (includes effect of non-deductible business expenses and tax rate (0.59) (0.07) Deferred tax assets 108.62 130.21
difference)
Deferred tax liabilities (2.91) (3.09)
Effective tax 152.36 97.79
Income tax expense reported in the consolidated statement of profit or loss 152.36 97.79 Net deferred tax assets 105.71 127.12
Deferred tax The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current
Statement of profit and loss tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
Deferred tax relates to the following: The Group has tax losses of Rs. 182.19 (March 31, 2022: Rs. 207.83) that are available for offsetting against future taxable
Impact of difference between tax depreciation and depreciation/amortisation (1.37) 0.43 profits of the companies in which the losses arose. Majority of these losses will expire over a period by end of March 31,
charged for financial reporting purposes 2032. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable
Deferred tax utilised on unabsorbed losses of earlier year 30.04 20.81 profits elsewhere in the Group, they have arisen in subsidiaries that have been loss-making for some time, in Holding
Provision for doubtful debts, advances and liquidated damages 5.25 1.81 Company, for capital losses that may not be used to offset taxable capital profits elsewhere and also does not meet the
Employee benefit obligations 5.10 1.39 requirements of recognition of deferred tax assets on unabsorbed losses as per Ind AS 12 on Income taxes. If the Group
Temporary differences due to accounting treatment as required by Income tax (2.75) (0.88) were able to recognise all unrecognised deferred tax assets, the profit would increase by Rs. 44 (March 31, 2022: Rs. 48).
standards
Items allowed on payment basis 4.33 1.63 As at March 31, 2023, there is deferred tax liability of Rs. 2.91 (March 31, 2022: Rs. 2.31) for taxes that would be payable on
Others* (14.13) 0.05 the unremitted earnings of the Group’s branches/one of subsidiary wherein the Group has determined that undistributed
Deferred tax expense 26.47 25.24 profits of its branches/subsidiary will be distributed in the foreseeable future. The deferred tax liabilities on temporary
* Includes impact on account of deferred tax created on unrealised profit elimination from inventory etc. differences associated with investment in other subsidiaries which have not been recognised, where the Group is able to
control the reversal of the temporary difference.
Balance sheet
Particulars As at As at 11 Other Assets
March 31, 2023 March 31, 2022
Deferred tax relates to the following:
(a) Other non-current assets
Impact of difference between tax depreciation and depreciation/amortisation (79.24) (80.61) As at As at
charged for financial reporting purposes March 31, 2023 March 31, 2022
Losses available for offsetting against future taxable income 24.93 54.97 Unsecured, considered good
Provision for doubtful debts, advances and liquidated damages 116.02 121.27 Advance to suppliers 0.07 0.07
Employee benefit obligations 10.43 11.96
Capital advance 147.17 14.18
Temporary differences in accounting treatment as required by Income tax 7.77 5.02
standards Balances with government authorities 44.64 79.81
Items allowed on payment basis 7.68 12.01 Prepayments 20.65 0.26
Others* 18.12 2.50 Total 212.53 94.32
Net deferred tax assets 105.71 127.12
* Includes impact on account of deferred tax asset on brought forward losses and deferred tax created on unrealised profit elimination from
inventory, etc.


(b) Other current assets Cash and cash equivalents balance includes of Rs. 11.44 (March 31, 2022: Rs. 11.01) held as security against import
commitments.
As at As at
March 31, 2023 March 31, 2022
Unsecured, considered good 13 (b) Other Bank Balances
Advance to suppliers 271.10 186.60 As at As at
Advance to employees 14.03 13.01 March 31, 2023 March 31, 2022
Prepayments 24.23 24.69 Bank deposits with original maturity more than three months and remaining 678.07 641.94
Balances with government authorities 150.63 125.12 maturity less than twelve months
Prepaid employee benefits (note 33) 9.81 18.83 Unpaid dividend account (restricted) 0.69 0.78
Others (includes interest due on tax refunds, other recoveries of expenses, etc.) 6.20 7.36 Total 678.76 642.72
Total 476.00 375.61
13 (c) Changes in Liabilities from Financing Activities
There were no advances due by directors or officers of the Holding company or any of them severally or jointly with any other
persons or amounts due by firms or private companies respectively in which any director is a partner or a member. Particulars Borrowings Unpaid dividend Lease liabilities
As on April 1, 2021 276.65 0.89 10.47
12 Inventories (Valued at Lower of Cost and Net Realisable Value) Cash flow (net) 76.19 - -
Unrealised foreign exchange (gain)/ loss 2.58 - -
As at As at
March 31, 2023 March 31, 2022 Other# - (0.11) 1.82
Raw materials, components and bought-outs ** 452.56 395.93 As on March 31, 2022 355.42 0.78 12.29
Work-in-progress 202.52 226.06 Cash flow (net) 448.13 - -
Finished goods 82.37 90.11 Unrealised foreign exchange (gain)/ loss 1.92 - -
Stores and spares 10.30 9.06 Other# - (0.09) 7.70
Traded goods 7.88 5.85 As on March 31, 2023 805.47 0.69 19.99
Total 755.63 727.01
# Lease obligation includes repayment of lease obligation net off new leases.
**Includes goods in transit Rs. 25.18 (March 31, 2022: Rs. 14.82)
14 Share Capital
For the year ended March 31, 2023 Rs. 11.58 (March 31, 2022: Rs. 8.55) was reversed (net of expense) for inventories
carried at net realisable value. These were recognised during the year and included in ‘cost of raw materials and As at As at
components consumed and consumption of stores and spare parts’ in the Statement of profit and loss. March 31, 2023 March 31, 2022
Authorised shares
For assets pledged as security, refer note 47. 375,000,000 (March 31, 2022: 375,000,000) equity shares of Rs. 2/- each. 75.00 75.00
75.00 75.00
13 (a) Cash and Cash Equivalents Issued, subscribed and fully paid share capital
As at As at 119,156,300 (March 31, 2022: 119,156,300) equity shares of Rs. 2/- each. 23.83 23.83
March 31, 2023 March 31, 2022 Less: 6,541,440 (March 31, 2022: 6,541,440) equity shares held by Trusts of Rs. 2/- each. (1.31) (1.31)
Balances with banks Total issued, subscribed and fully paid-up share capital 22.52 22.52
- in current accounts (including balances in EEFC accounts) 300.09 203.56
- in deposits with original maturity of less than three months * 152.35 106.01
(a) Reconciliation of the shares outstanding at the beginning and at the end of the year
Cheques, drafts on hand 0.07 0.81
Cash on hand 0.31 0.40 No. of shares Rs.
Total 452.82 310.78 Equity share of Rs. 2 each issued, subscribed and fully paid
As at April 1, 2021 112,614,860 22.52
*Short-term deposits are made for varying periods ranging between one day and three months, depending on the immediate cash
requirements of the Group, and earn interest at the respective short-term deposit rates. Changes during the year - -
As at March 31, 2022 112,614,860 22.52
Cash and cash equivalents include Rs. 8.66 (March 31, 2022: Rs. 5.25) held by irrevocable trust controlled by the Group.
Changes during the year - -
This includes bank balances of Rs. 5.98 (March 31, 2022: Rs. 6.24) at branches and Rs. 1.92 (March 31, 2022: Rs. Nil) at As at March 31, 2023 112,614,860 22.52
subsidiaries which can be used freely for business in those countries. For any repatriation to India, these are subject to
repatriation taxes as per the local laws of those countries.


(b) Terms/ rights attached to equity shares (f)

There were no buy back of shares/issue of shares for consideration other than cash during the period of five years
he Group has one class of equity shares having a par value of Rs. 2 per share. Each shareholder is eligible for one vote
T immediately preceding the reporting date.
per share held. The dividend proposed by the Board of Directors of the Holding Company is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the 15 (a) Other Equity
equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, As at As at
in proportion to their shareholding. March 31, 2023 March 31, 2022
Reserves and surplus
(c) Equity shares held by Holding Company Capital redemption reserve 60.34 60.34
As at As at Securities premium 57.28 57.28
March 31, 2023 March 31, 2022 Capital reserve 95.12 95.12
Holding Company General reserve 435.31 435.31
RDA Holding Private Limited 12.87 12.87 Share based payment reserve
64,328,500 (March 31, 2022: 64,328,500) equity shares of Rs. 2/- each fully paid Opening balance - -
Add: Options granted during the year 2.52 -
Closing balance 2.52 -
(d) Details of equity shares held by shareholders holding more than 5% of the aggregate
Retained earnings
shares in the Holding Company Opening balance 2,779.32 2,542.22
As at As at Add: Profit for the year 450.29 312.31
March 31, 2023 March 31, 2022 Add: Adjustments on account of acquisition of non-controlling interest 24.61 -
RDA Holding Private Limited, India Less: Dividends paid 102.04 78.83
% 53.99 53.99 Movement during the year 372.86 233.48
No. of shares 64,328,500 64,328,500
ARA Trusteeship Company Private Limited, India Items of other comprehensive income recognised directly in retained
% 7.99 7.99 earnings:
No. of shares 9,520,805 9,520,805 Re-measurement (loss)/gain on defined benefit plans, net of tax Rs. 3.57 (10.58) 3.62
Kotak Mahindra Mutual Fund (March 31, 2022: Rs. (1.26))
% 6.98 7.02 Share of OCI of associates (Re-measurement of defined benefit plans (net of tax)) (0.03) -
No. of shares 8,322,863 8,362,109 Net surplus in the Statement of profit and loss 3,141.57 2,779.32
Nalanda India Equity Fund Ltd.
% 6.86 6.86 Total Reserves and Surplus 3,792.14 3,427.37
No. of shares 8,176,668 8,176,668
Other reserves
As per records of the Company, including its register of shareholders/ members and other declarations received from Cash flow hedge reserve
shareholders regarding beneficial interest, the above shareholding represents the legal ownerships of shares. Opening balance 0.98 (0.94)
Add: Movement during the year (net) (6.64) 2.41
(e) Details of equity shares held by promoters in the Holding Company Less: Tax on above movement 1.58 (0.49)
Closing balance (4.08) 0.98
As at As at
Foreign currency translation reserve
March 31, 2023 March 31, 2022
Opening balance 41.62 39.54
RDA Holding Private Limited, India
Add: Movement during the year (net) 15.87 2.08
% 53.99 53.99
Closing balance 57.49 41.62
No. of shares 64,328,500 64,328,500
Total 3,845.55 3,469.97
% of change during the year - -
ARA Trusteeship Company Private Limited, India Capital redemption reserve
% 7.99 7.99
Pertains to reserve created towards redemption of debentures and can be utilised in accordance with the provisions of the
No. of shares 9,520,805 9,520,805
Companies Act, 2013 (“Act”).
Mr. Pheroz Pudumjee
% * * Securities premium
No. of shares 6,000 6,000 Securities premium is used to record the premium on issue of shares. The reserve can be utilised in accordance with the
% of change during the year - - provisions of the Act.
* represents less than 0.01%.


Capital reserve (b) Current borrowings

Opening balance pertains to reserves arising on amalgamations in the past and step up acquisition of joint venture. As at As at
This reserve is required to be maintained as per statute and cannot be distributed to the shareholders. March 31, 2023 March 31, 2022
At amortised cost
General reserve Loans (from banks)
Represents amounts transferred from retained earning in earlier years as per the requirements of the erstwhile Companies Secured loans - Packing credit 10.00 -
Act 1956 of India and other countries’ corporate laws. - Short term borrowings 5.38 13.76
Unsecured loans - Packing credit 267.00 254.00
Cash flow hedge reserve - Hundi - 8.49
This reserve comprises the effective portion of the cumulative net change in the fair value of the cash flow hedge - From bank 80.93 -
instruments related to hedged transactions that have not yet occurred. Current maturities of long-term borrowings 24.71 17.75
Total 388.02 294.00
Foreign currency translation reserve
The foreign currency translation reserve pertains to exchange differences on the translation of subsidiaries and branches The details related to terms of borrowings of the Group are as follows:
having a functional currency other than Indian Rupees.
For March 31, 2023:
Share based payment reserve Particulars Amount of Repayment Tenure Rate
The Holding Company has established various equity-settled share based payment plans for certain categories of loan timelines of loan of interest
employees of the Group. Refer note 42 for further details. Non-current Borrowings:
Foreign currency borrowings 9.50 On maturity 4-7 years 3.72%- 5.08% p.a.
15 (b) Distribution Made and Proposed Indian rupee borrowings 437.73 Monthly/ Quarterly 7-20 years 8.85%-10.14% p.a.
March 31, 2023 March 31, 2022
Cash dividend on equity shares declared and paid by Holding company: Current Borrowings:
Final dividend for the year ended 2021-2022: Rs. 9 per share (2020-2021: Rs. 7 per 107.24 83.41 Foreign currency borrowings 0.66 On maturity Less than 1 year 4.09% p.a.
share) (gross of consolidation adjustments) Foreign currency borrowings- Bank overdraft 5.07 On demand Less than 1 year 4.09% p.a.
107.24 83.41 Indian rupee borrowings
Proposed dividends on equity shares are subject to approval at the Annual General - Packing Credit 277.00 On maturity 90 to 365 days 5.25%- 5.85% p.a.
Meeting and are not recognised as a liability as at the reporting date.
- From bank 80.58 On maturity Less than 1 year 8.10% p.a.
Proposed dividend of Holding Company on equity shares:
Proposed dividend for the year ended 2022-2023: Rs. 10 per share (2021-2022: Rs. 119.16 107.24
9 per share) (gross of consolidation adjustments) For March 31, 2022:
119.16 107.24 Particulars Amount of Repayment Tenure Rate
loan timelines of loan of interest
16 Borrowings Non-current Borrowings:
(a) Non-current borrowings Foreign currency borrowings 21.39 Quarterly/ Semi- 17 years 1%-4.72% p.a.
annually/ Annually
As at As at Indian rupee borrowings 57.78 Monthly 5-7 years 6.09%-7.25% p.a.
March 31, 2023 March 31, 2022
At amortised cost
Current Borrowings:
Term loans (from banks)
Foreign currency borrowings 13.76 On maturity Less than 1 year 1.25% p.a.
Secured loans - Foreign currency 9.50 21.39
Indian currency 437.73 57.78 Indian rupee borrowings
Total non-current borrowings 447.23 79.17 - Packing Credit 254.00 On maturity 180 to 365 days 2%- 2.85% p.a.
Less: amount disclosed under the head "Current borrowings" (note 16 (b)) - Hundi 8.49 On maturity 60 to 120 days
- Current maturities of term Loans (24.71) (17.75)
422.52 61.42 For details of collaterals of borrowings, refer to note 47.


17 Trade Payables The ageing of current trade payables which are due for payment:
(a) Non-current trade payables Particulars Not due Outstanding for the following period Total
from due date of payments
As at As at Less than 1-2 2-3 More than
March 31, 2023 March 31, 2022 a year years years 3 years
Total outstanding dues of creditors other than micro enterprises and small enterprises (i) Micro enterprises and March 31, 2023 431.15 77.18 3.95 0.94 4.51 517.73
i) Related parties (note 35) - - small enterprises March 31, 2022 362.22 30.63 2.22 2.09 4.19 401.35
ii) Others 30.75 47.64 (ii) Others March 31, 2023 382.91 241.39 23.40 12.45 26.18 686.33
Total 30.75 47.64 March 31, 2022 565.23 243.18 25.56 13.90 25.75 873.62
(iii) Disputed dues- Micro March 31, 2023 0.03 - - - 0.26 0.29
The ageing of non-current trade payables which are due for payment: enterprises and small March 31, 2022 0.10 - - - 0.73 0.83
Particulars Not due Outstanding for the following period Total enterprises
from due date of payments
(iv) Disputed dues- Others March 31, 2023 0.09 - 0.27 - 0.24 0.60
Less than 1-2 2-3 More than
March 31, 2022 - 0.27 - - 0.24 0.51
a year years years 3 years
(i) Micro enterprises and March 31, 2023 - - - - - - Sub-total March 31, 2023 814.18 318.57 27.62 13.39 31.19 1,204.95
small enterprises March 31, 2022 - - - - - - March 31, 2022 927.55 274.08 27.78 15.99 30.91 1,276.31
(ii) Others March 31, 2023 30.72 - - - - 30.72 Unbilled trade payable March 31, 2023 292.91
(Pertains to accured March 31, 2022 183.45
March 31, 2022 47.57 - - - - 47.57 expenses/liabilities)
(iii) Disputed dues- Micro March 31, 2023 - - - - - - Total March 31, 2023 1,497.86
enterprises and small March 31, 2022 - - - - - -
enterprises March 31, 2022 1,459.76
(iv) Disputed dues- Others March 31, 2023 0.03 - - - - 0.03
18 Financial Liabilities
March 31, 2022 0.07 - - - - 0.07
Total March 31, 2023 30.75 - - - - 30.75 (a) Other non-current liabilities
March 31, 2022 47.64 - - - - 47.64 As at As at
March 31, 2023 March 31, 2022
(b) Current trade payables At amortised cost
Trade deposits 15.51 15.33
As at As at
March 31, 2023 March 31, 2022 Liability towards employee separation scheme #
0.75 1.95
Total outstanding dues of micro enterprises and small enterprises 518.02 402.18 Redemption liability* 11.98 -
Total outstanding dues of creditors other than micro enterprises and small enterprises Total 28.24 17.28
i) Related parties (note 35) 1.56 1.01
*One of the subsidiaries, First Energy Private Limited (FEPL), has accounted for Special Purpose Vehicles (SPVs) using the acquisition
ii) Others 978.28 1,056.57 method. There are other stakeholders in these SPVs owning up to 26% stake in these entities. A redemption liability of Rs. 11.98 (March 31,
Total 1,497.86 1,459.76 2022: Rs. Nil) has been accounted for non-controlling interest portion.
For terms and conditions with related parties, refer note 35.
Trade payables are non-interest bearing and are generally on terms of 7 to 90 days.


(b) Other current liabilities Provision for decommissioning liability

A provision has been recognised for decommissioning costs associated with the properties taken on lease by the Group.
As at As at
March 31, 2023 March 31, 2022 The Group is committed to restore the sites on conclusion of the manufacturing activities. The timing of cash outflows in
Derivative instruments at fair value through OCI respect of such provision cannot be reasonably determined.
Cash flow hedges
Foreign exchange forward contracts 5.66 0.84 Provision for warranties
Warranty costs are provided based on a technical estimate of the costs required to be incurred for repairs, replacements,
Derivative instruments at fair value through profit or loss material costs, servicing cost and past experience in respect of such costs. It is expected that this expenditure will be
Derivative not designated as hedges incurred over the contracted warranty period ranging up to 2 years. If warranty claim costs vary by 10% from management’s
Foreign exchange forward contracts 3.92 2.94 estimate, the warranty provisions would be an estimated Rs. 13.87 higher or lower (March 31, 2022: Rs. 14.32).
At amortised cost Provision for onerous contracts

Employee related payables 103.26 84.28
A provision for expected loss on contracts with customers is recognised when it is probable that the contracts costs will
Payables for Property, plant and equipment and intangible assets 25.13 2.35
exceed total contract revenue. For all other contracts, provision is made when the unavoidable costs of meeting the
Book overdraft 0.02 7.34
Liability towards employee separation scheme # 1.64 2.16 obligation under the contract exceed the currently estimated economic benefits. The timing of cash outflows in respect of
Unpaid dividend 0.69 0.78 such provision is over the contract period.
Other payables * 4.73 7.59
Total 145.05 108.28 Movement in provisions
For the year ended March 31, 2023
* includes dealer deposits, security deposits, etc.
Provision Provision for Provision for
# The Group as on October 05, 2020 announced a Voluntary Retirement Scheme (VRS) for its eligible employees. The outstanding amount for onerous warranties decommissioning
of scheme benefits payable to employees as on March 31, 2023 is Rs. 2.39 (March 31, 2022: Rs. 4.11).
contracts liability
19 Provisions As at April 1, 2022 17.33 143.20 11.71
(a) Non-current provisions Additional provision recognised 7.12 38.74 0.12
Unused amounts reversed (4.44) (40.75) -
As at As at
March 31, 2023 March 31, 2022 Unwinding of discount - 8.99 1.04
Provision for employee benefits Utilised during the year (6.26) (11.53) -
Provision for gratuity (note 33) 0.41 - As at March 31, 2023 13.75 138.65 12.87
Other long-term employee benefits (note 33) 4.28 -
4.69 -
Breakup of provisions:
Other provisions
Provision for warranties 20.84 20.70 Current 13.75 117.81 -
Provision for decommissioning liability 12.87 11.71 Non-current - 20.84 12.87
33.71 32.41 Total 13.75 138.65 12.87
Total 38.40 32.41
20 Other Liabilities
(b) Current provisions
(a) Other non-current liabilities
As at As at
March 31, 2023 March 31, 2022 As at As at
March 31, 2023 March 31, 2022
Provision for employee benefits
Provision for gratuity (note 33) 0.96 0.41 Contract liabilities
Provision for leave encashment 71.19 66.56 Unearned revenue* (Contract liabilities) 8.61 9.26
72.15 66.97 Customer advances - 21.42
Other provisions Advance lease rentals 13.03 9.90
Provision for onerous contracts 13.75 17.33
Total 21.64 40.58
Provision for warranties 117.81 122.50
131.56 139.83 *Pertains to revenue remaining unearned for the portion attributable to maintenance of leased equipment constructed at customer premises
Total 203.71 206.80 under finance lease arrangements.


(b) Other current liabilities Revenue by segment (refer note 36)

As at As at March 31, 2023
March 31, 2023 March 31, 2022 Industrial Industrial Green Chemical Total
Contract liabilities Products Infra Solutions
Revenue from contracts with customers
Unearned revenue (Contract liabilities) 756.15 437.03
External revenue 3,317.00 3,920.38 343.63 664.15 8,245.16
Customer advances 1,286.93 1,174.85
Inter segment (182.84) (20.54) (0.88) (7.00) (211.26)
Advance lease rentals 7.77 1.57
Total revenue from contracts with customers 3,134.16 3,899.84 342.75 657.15 8,033.90
Other advances #
14.20 - Other operating income 20.53 7.62 19.08 8.68 55.91
Statutory dues and other liabilities** 79.81 48.23 Total revenue from operations 3,154.69 3,907.46 361.83 665.83 8,089.81
Total 2,144.86 1,661.68
**includes tax deducted at source, GST, ESIC, provident fund, government grant received for a research project etc. March 31, 2022
# consists of advance received against sale of property, plant and equipment etc. Industrial Industrial Green Chemical Total
Products Infra Solutions
21 Revenue from Operations Revenue from contracts with customers
(a) Revenue from contracts with customers: External revenue 2,549.97 2,967.54 203.64 533.47 6,254.62
Inter segment (169.62) (12.53) (0.17) (8.27) (190.59)
March 31, 2023 March 31, 2022
Total revenue from contracts with customers 2,380.35 2,955.01 203.47 525.20 6,064.03
Revenue from projects and products 7,072.03 5,384.47
Other operating income 25.75 20.40 13.11 5.04 64.30
Revenue from services 961.87 679.56
Total revenue from operations 2,406.10 2,975.41 216.58 530.24 6,128.33
Total revenue from contracts with customers (a) 8,033.90 6,064.03
ii) Contract balances
(b) Other operating income The following table provides information about contract balances from contracts with customers as at the reporting date:
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Export incentives 23.73 15.67 Trade receivables (note 7) 1,876.56 1,597.24
Sale of scrap 31.25 28.80 Unbilled revenue (Contract asset) (note 9(a) and 9(b)) 495.13 394.87
Interest income from finance lease 18.13 11.23 Unearned revenue (Contract liability) (note 20) 764.76 446.29
Commission income 3.19 2.41 Customer advances (Contract liability) (note 20) 1,286.93 1,196.27
Exchange fluctuation gain / (loss) (net) * (25.83) 1.67
Royalty income 2.81 3.97 Contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date
Miscellaneous income 2.63 0.55 from projects and customised contracts. Contract assets are transferred to Trade receivables on completion of milestones
and related invoicing.
Total Other operating income (b) 55.91 64.30
Total revenue from operations (a+b) 8,089.81 6,128.33 The Contract liabilities relate to unearned revenue and customer advances where performance obligations are yet to be
fulfilled as per the contracts. The fulfilment of the performance obligations will extinguish these liabilities and revenue will be
* Includes mark to market loss on forward contracts not subjected to hedge accounting Rs. 1.63 (March 31, 2022: gain of Rs. 0.92)
recognised, with no impact on the Group’s cash positions on specific projects.
(c) Disclosure pursuant to Ind AS 115: Revenue from Contract with Customers
i) By category of contracts iii) Revenue recognised in the reporting year that was included in the contract liability balance at
the beginning of the year
March 31, 2023 March 31, 2022
March 31, 2023 March 31, 2022
Over a period of time basis 4,981.94 3,676.82
Unearned revenue 339.70 299.01
At a point-in-time basis 3,051.96 2,387.21
Customer advance 892.58 612.13
Total revenue from contracts with customers 8,033.90 6,064.03


iv) Changes in unbilled revenue and unearned revenue for the year March 31, 2023 March 31, 2022
he explanation of the significant changes in the contract asset and the contract liability balances during the year presented
T Amount of revenue yet to be recognised for contracts in progress 5,979.21 6,370.44
in the table below:
The Group expects that a significant portion of the remaining performance obligation will be completed in the next 1 to 2 years.
March 31, 2023
The Group has disclosed remaining performance obligation expected to be fulfilled in next 12 months where the contracts
Opening unbilled revenue (note 9(a) and 9(b)) 394.87
with customers for supply of utilities/operation and maintenance services are for a longer period.
Opening unearned revenue (note 20) 446.29 (51.42)
- Transfer of contract assets to receivable from opening unbilled revenue (358.90) vi) Reconciliation between revenue recognised in Statement of profit and loss and contract price:
- Increase in revenue as a result of changes in the measure of progress from the 339.70 There is no significant variation between revenue recognised in Statement of profit and loss and contract price except price
opening unearned revenue variation claims, which are considered to be part of contract price.
- Transfer of contract assets to receivable (4,843.73)
- Increase in revenue as a result of changes in the measure of progress 4,642.24 22 Other Income
- Others* 2.48 (218.21) March 31, 2023 March 31, 2022
Closing unbilled revenue (note 9(a) and 9(b)) 495.13 Interest income from financial assets at amortised cost
Closing unearned revenue (note 20) 764.76 (269.63) Bank deposits 69.55 51.87
Other interest income 1.75 5.80
* includes adjustments on account of onerous contracts, impairment allowance on contract assets for the year etc. Dividend income from investments designated at fair value through profit and loss - 1.37
March 31, 2022 Liabilities no longer required written back 16.83 18.99
Fair value gain on financial instruments at fair value through profit and loss (net) 44.85 39.32
Opening unbilled revenue (note 9(a) and 9(b)) 301.49
Miscellaneous income ^^ 27.20 9.66
Opening unearned revenue (note 20) 388.24 (86.75) Total 160.18 127.01
- Transfer of contract assets to receivable from opening unbilled revenue (276.89)
^^ Includes rent income of Rs. 0.07 (March 31, 2022: Rs. 0.02) refer note 32(i)(b).
- Increase in revenue as a result of changes in the measure of progress from the 299.01
opening unearned revenue
23 Cost of Raw Material and Components Consumed
- Transfer of contract assets to receivable (3,366.75)
March 31, 2023 March 31, 2022
- Increase in revenue as a result of changes in the measure of progress 3,377.81
Inventories at the beginning of the year 395.93 219.24
- Others* 2.15 35.33
Add: Purchases 4,499.33 3,682.70
Closing unbilled revenue (note 9(a) and 9(b)) 394.87 4,895.26 3,901.94
Closing unearned revenue (note 20) 446.29 (51.42) Inventories at the end of the year (452.56) (395.93)
Total 4,442.70 3,506.01
* includes adjustments on account of onerous contracts, impairment allowance on contract assets for the year etc.
v) Performance obligations 24 Decrease / (Increase) in Inventories of Finished Goods, Work-in-Progress and

Performance obligation in a project or a group of projects which are contracted at or near same time with the same or Traded Goods
related parties and negotiated simultaneously, are combined for the purpose of evaluation. The Group has estimated
that multiple commitments pertaining to engineering, procurement and commissioning of such projects is a single March 31, 2023 March 31, 2022
performance obligation which is spread over different accounting periods. Inventories at the beginning of the year
Work-in-progress 226.06 112.84
Performance obligation for products are evaluated on standalone basis, recognised at a point in time.
Finished goods 90.11 60.75
Generally, performance obligations for such contracts have an original expected duration of one year or less.
Traded goods 5.85 5.91
There are no major contracts with customers which have significant financing component included within them and therefore 322.02 179.50
there is no difference between the timing of satisfaction of performance obligation viz a vis the timing of the payment. Less: inventories at the end of the year
Remaining performance obligations Work-in-progress 202.52 226.06
The following table includes revenue expected to be recognised in the future related to performance obligations that Finished goods 82.37 90.11
are unsatisfied (or partially unsatisfied) at the reporting date. Traded goods 7.88 5.85
The Group applies practical expedient included in para 121 of Ind AS 115 and does not disclose information about its 292.77 322.02
remaining performance obligations for contracts that have an original expected duration of one year or less. 29.25 (142.52)


25 Employee Benefits Expense March 31, 2023 March 31, 2022

March 31, 2023 March 31, 2022 Others 65.04 40.14
Salaries and wages 850.71 727.34 Travelling and conveyance 93.49 60.14
Contribution to provident and other funds 48.42 41.24 Legal and professional fees 125.95 103.52
Gratuity expense (note 33) 9.91 9.27 Director sitting fees 1.13 1.00
Share based payment expenses (note 42) 2.52 - Provision for advance (net) 2.92 5.01
Staff welfare expenses 47.08 35.08 Provision for impairment allowance of financial assets (net) 37.76 (9.41)
958.64 812.93 Warranty expenses (net) 14.59 35.39
Less: capitalised during the year (note 4(a)) (4.47) - (Gain) / loss on sale/ discard of assets (net) 3.79 (7.64)
Total 954.17 812.93 CSR expenditure 6.86 7.54
Miscellaneous expenses (includes printing, communication, security expense, etc.) 50.36 49.41
26 Finance Costs 1,914.71 1,409.11
Less: capitalised during the year (note 4(a)) (1.31) (0.12)
March 31, 2023 March 31, 2022
Total 1,913.40 1,408.99
Interest expense* 25.57 13.47
Unwinding of discount 11.95 11.70
Finance cost on redemption liability 0.43 -
29 Earnings Per Share
37.95 25.17 The following table reflects the income and earnings per share data used in the basic and
Less: capitalised during the year (note 4(a)) (0.36) - diluted EPS computation:
Total 37.59 25.17 March 31, 2023 March 31, 2022
* Includes accretion of interest on lease obligation Rs. 0.58 (March 31, 2022: Rs. 0.23) (refer note 32(ii)).
Profit after tax attributable to the equity holders (a) 450.29 312.31
Weighted average number of shares considered for calculating basic EPS (b) 112,614,860 112,614,860
27 Depreciation and Amortisation Expense Weighted average number of shares considered for calculating diluted EPS (c) 112,637,493 112,637,493
March 31, 2023 March 31, 2022
Depreciation on property, plant and equipment (note 4(a)) 96.16 94.02 Nominal value per share (Rs.) 2.00 2.00
Depreciation on right-of-use assets (note 4(b)) 6.01 5.46 Basic earnings per share (d) = (a)/(b) 39.98 27.73
Amortisation of intangible assets (note 4(c)) 14.69 13.76
Diluted earnings per share (e) = (a)/(c) 39.98 27.73
Total 116.86 113.24
30 Components of Other Comprehensive Income (OCI)
28 Other Expenses
The disaggregation of changes to OCI by each type of reserve and surplus in equity is shown below:
March 31, 2023 March 31, 2022
Consumption of stores and spare parts 101.17 103.04 For the year ended March 31, 2023
Power and fuel 61.96 52.31 Cash flow Foreign Retained Total
Freight and forwarding charges (net of recovery) 207.22 176.09 hedge reserve Currency earnings
Site expenses and contract labour charges 936.48 652.90 translation
reserve
Drawing, design and technical service charges 68.29 24.65
Foreign currency translation differences - 15.87 - 15.87
Sales commission 28.66 25.34
Advertisement and sales promotion 23.23 10.48 Foreign exchange forward contracts (5.27) - - (5.27)
Rent 23.05 19.19 Reclassified to statement of profit or loss (Net) 0.21 - - 0.21
Rates and taxes 19.88 20.09 Re-measurement gains on defined benefit plans - - (10.62) (10.62)
Insurance 16.10 11.88 Total (5.06) 15.87 (10.62) 0.19
Repairs and maintenance:
Plant and machinery 20.99 22.99
Buildings 5.79 5.05


For the year ended March 31, 2022 c) Guarantees
Cash flow Foreign Retained Total The Group has issued various guarantees for performance, deposits, tender money, advances etc. The Group
hedge reserve Currency earnings has issued various indemnity bonds, letter of support, corporate guarantees, etc. for working capital requirements
translation purposes to banks for wholly owned subsidiaries. The management has considered the probability for outflow of the
reserve
same to be remote and accordingly no amount has been disclosed here.
Foreign currency translation differences - 2.08 - 2.08
Foreign exchange forward contracts 3.46 - - 3.46 d) Others
Reclassified to statement of profit or loss (Net) (1.54) - - (1.54)
March 31, 2023 March 31, 2022
Re-measurement gains on defined benefit plans - - 3.62 3.62
Liability for export obligations 2.54 1.90
Total 1.92 2.08 3.62 7.62
Claims against the Group not acknowledged as debt* 209.63 209.68
31 Contingent Liabilities and Commitments The timing and amount of the cash flow which will arise from these matters, will be determined by the relevant
A Contingent liabilities authorities on settlement of the cases or on receipt of claims from customers.
a) D
uring earlier years, the Group had received demand notices from the Excise department covering period from
*Claims against the Group not acknowledged as debt on account of ongoing arbitration/ legal dispute with the various customers /
July 2000 till June 2017 for Rs. 1,385.47 crores (March 31, 2022: Rs. 1,385.47 crores). These demands are of excise vendors of the Group. Based on the legal opinion on few matters and management assessments of the facts of the case, no provision
duty payable on inclusion of the cost of bought out items in the assessable value of certain products manufactured, against above claim is considered. Pending resolution of the matters, it is not practicable to estimate the timing of cash outflows, if any.
though such duty paid bought out items are directly dispatched by the manufacturers thereof to the ultimate
e) There are certain law suits, disputes, warranty claims, etc., including commercial matters that arise from time to time in
customer, without being received in the factories. The Holding Company had filed an appeal against the same before
the ordinary course of business, the amounts involved in such matters are currently not quantifiable. However, based
CESTAT, Mumbai. During the current year, CESTAT has allowed the appeal and accordingly the litigation is closed.
on managements assessment under Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets”, that claims
are not tenable / probability of final outcome against the Group is low and therefore not disclosed as contingent
b) Taxes*
liabilities.
March 31, 2023 March 31, 2022
Excise, Customs Duty and Service tax 22.28 26.73 B Capital and other commitments
Sales tax # 32.08 35.63 a) Liability in respect of partly paid shares Rs. Nil (March 31, 2022: Rs. Nil).
Income tax demands disputed in appellate proceedings ^ ** $
208.51 200.01 b) Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for is
References/appeals preferred by the Income tax department in respect of 16.36 16.91 Rs. 392.10 (March 31, 2022: Rs. 14.61).
which, should the ultimate decision be unfavourable to the Group
c) Estimated amount of contracts remaining to be executed for assets which are to be leased to customers and are
Others 0.12 0.10
currently under commissioning (net of advances) and not provided for is Rs. 72.43 (March 31, 2022: Rs. 24.01).
* Excluding interest and penalty thereon. d) For lease commitments, refer note 32.
** The above excludes the effects of similar disallowances, if any, for any subsequent period that are pending for assessments.
# Includes Sales tax and Income tax demands disputed in appellate proceedings pertaining to Thermax Senegal S.A.R.L, a subsidiary 32 Leasing Arrangements
which is liquidated, of Rs. 9.64 and Rs. 21.20 (March 31, 2022 of Rs.9.18 and Rs.20.20) respectively which are still open with the
department despite the liquidation of the subsidiary. i) Where the Group is lessor
uring the FY 2021-22, one of the subsidiary has received a income tax assessment order for AY 2017-18 majorly adding back income
D a) Amounts receivable under Finance lease -
of Rs. 97.93 for sales made to related parties and Rs. 107.19 on account of share premium for shares issued. The subsidiary has filed
The Group has entered into certain arrangements with its customers where the Group will supply heat/steam/treated
an appeal with ITAT against the said order. Based on the advice obtained from tax expert, the subsidiary’s management does not
expect any outflow in respect of this order. water by installing boiler/heater/water treatment plants at their customers’ premises. The Group has determined, that
^ Includes income tax disputed demand, the Holding Company has received favourable ITAT orders in earlier years (similar issues) for fulfilment of these arrangements is dependent on the use of a specific asset and the arrangement conveys a right to
Rs. 93.62 (March 31, 2022:Rs. 59.45). use these specific asset to the customers. Accordingly, these arrangements qualify as arrangements in the form of
$ One of the subsidiary has received an income tax order for AY 2021-22 majorly adding back income of Rs. 200.10 for Goods and lease as specified in Ind-AS 116. Based on the evaluation of terms and conditions of these arrangements, such as the
Services Tax (“GST”) on sales. The subsidiary has filed a stay of demand against the said order. Based on the advice obtained from contract term constituting a major part of the economic life of the specific assets, the fair value of the asset and that it
tax expert, the subsidiary’s management believes that the probability of any outflow in respect of this order is remote and hence not has transferred the significant risks and rewards in these assets to the customers, these lease arrangements have been
considered in contingent liability.
classified as finance leases.


Gross Investment Present value of minimum Carrying amounts of lease liabilities and the movements during the period ended as follows:
in lease lease payments March 31, 2023 March 31, 2022
March 31, March 31, March 31, March 31, Lease liabilities at the beginning of the year 12.29 10.47
2023 2022 2023 2022
Additions (for new lease during the year) 17.50 6.29
Within one year 39.70 27.46 22.83 15.73
Accretion of interest 0.58 0.23
Between 1 and 2 years 32.40 28.30 18.24 16.48
Exchange differences (0.58) (0.23)
Payments made (9.80) (4.47)
Between 4 and 5 years 24.42 17.08 16.40 11.19 Lease liabilities at the end of the year 19.99 12.29
More than five years 64.41 48.19 47.77 35.46 Current portion of lease liabilities 5.25 4.16
218.57 159.79 140.47 101.62 Non-current portion of lease liabilities 14.74 8.13
Less: Unearned finance income 78.10 58.17 - - Total 19.99 12.29
Present value of minimum lease payments receivable 140.47 101.62 140.47 101.62
Allowance for uncollectible lease payments - - - - Details of amounts recognised in Consolidated Statement of Profit and Loss
140.47 101.62 140.47 101.62 March 31, 2023 March 31, 2022
Depreciation expense of right-of-use assets 6.01 5.46
Particulars March 31, 2023 March 31, 2022 Interest expense on lease liabilities 0.58 0.23
Current portion of finance lease receivables* 22.83 15.73 Expense relating to short-term leases (included in other expenses and staff welfare 24.40 19.44
expenses)
Non-current portion of finance lease receivables* 117.64 85.89
Expense relating to leases of low-value assets (included in other expenses) 1.46 2.15
Total amount recognised in Consolidated Statement of Profit or Loss 32.45 27.28
Estimated unguaranteed residual value of assets under finance lease - - Refer note 39(a) III for maturities of finance lease liabilities.
Contingent rent recognised as income during the year - -
Interest rate inherent in the lease per annum 10.82% - 28.19% 10.87% - 17.03% 33 (a) Gratuity
The Holding Company and its Indian subsidiaries operate a defined benefit plan vis. gratuity for its employees.
*Lease receivables amounting to Rs. 67.73 (March 31, 2022: Rs. 22.83) have been hypothecated against borrowings.
Under the gratuity plan, every employee who has completed at least specified years of service gets a gratuity on
b) Operating lease departure at 15 days (minimum) of the last drawn salary for each completed year of service. The scheme is funded with
The Group has leased certain parts of its surplus office, buildings and equipment. The tenure of such lease agreements an insurance Company in the form of qualifying insurance policy. The fund has formed a trust and it is governed by the
ranges from 1 to 5 years. All leases include a clause to enable upward revision of the rental charge on an annual basis Board of Trustees. Overseas subsidiaries do not operate any defined benefit plans for employees.
according to prevailing market conditions. For nature of assets, refer note 4 (a).
The fund is subject to risks such as asset volatility, changes in asset yields and asset liability mismatch risk.
March 31, 2023 March 31, 2022 In managing the plan assets, Board of Trustees reviews and manages these risks associated with the funded plan.
Lease rental received for the year 0.07 0.02 Each year, the Board of Trustees reviews the level of funding in the gratuity plan. Such a review includes asset-liability
matching strategy and investment risk management policy (which includes contributing to plans that invest in
ii) Where the Group is lessee risk-averse markets). The Board of Trustees aim to keep annual contributions relatively stable at a level such that no
The Group has taken office buildings, factory sheds, guest house, warehouse, vehicles, printers and other office plan deficits (based on valuation performed) will arise.
equipments on lease for a tenure of 1 to 5 years. The Group’s obligations under its leases are secured by the lessor’s
title to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets. There are Particulars March 31, 2023 March 31, 2022
no variable lease payments and residual value guarantees for these leases. The leases are renewable on mutually Current asset 9.81 18.83
agreeable terms. At the expiry of the lease term, either party has an option to terminate the agreement or extend the Current liability (0.96) (0.41)
term by giving notice in writing. Non Current liability (0.41) -
Net asset 8.44 18.42
The Group also has certain leases of machinery with lease terms of 12 months or less and leases of office equipment
with low value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for
these leases.


I Changes in the net benefit obligation and fair value of plan assets are as follows: IV Sensitivity analysis
Particulars Present value of Fair value of Net The sensitivity of defined obligation to changes in the weighted principal assumptions is:
obligation plan assets amount
Assumption March 31, 2023 March 31, 2022
April 1, 2021 101.28 (110.56) (9.28)
Impact of Impact of Impact of Impact of
Current service cost 10.49 - 10.49
1% increase 1% decrease 1% increase 1% decrease
Interest expense/(income) 6.00 (7.22) (1.22)
Discount rate Decrease by 6.93 Increase by 6.66 Decrease by 6.18 Increase by 7.51
Total amount recognised in Profit or Loss 16.49 (7.22) 9.27
Experience adjustments (3.23) - (3.23) Future salary increase Increase by 5.49 Decrease by 5.98 Increase by 5.87 Decrease by 5.36
Return on plan assets (income) - (0.28) (0.28) Attrition rate Increase by 0.17 Decrease by 0.16 Increase by 0.28 Decrease by 0.31
Actuarial loss from change in demographic assumptions (0.36) - (0.36) The above sensitivity analysis is based on a change in assumption while holding all other assumptions constant. In practice,
Actuarial loss from change in financial assumptions (1.24) 0.23 (1.01) this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the
Total amount recognised in Other Comprehensive Income (4.83) (0.05) (4.88) defined benefit obligation to significant actuarial assumptions the same method (present value of defined benefit obligation
Employer contributions - (13.52) (13.52) calculated with the Projected Unit Credit Method at the end of the reporting period) has been applied as when calculating
Benefits paid (10.59) 10.59 - the defined benefit liability recognised in the balance sheet.
March 31, 2022 102.34 (120.76) (18.42)
Current service cost 11.69 - 11.69 The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous years.
Interest expense/(income) 6.61 (8.39) (1.78) The following are the expected cash outflows to the defined benefit plan in future years:
Total amount recognised in Profit or Loss 18.30 (8.39) 9.91
Experience adjustments 13.52 - 13.52 Particulars March 31, 2023 March 31, 2022
Return on plan assets (income) - (0.06) (0.06) Within next 12 months 20.83 13.73
Actuarial loss from change in demographic assumptions (0.01) - (0.01) Between 2-5 years 64.66 45.24
Actuarial loss from change in financial assumptions 0.72 (0.01) 0.71
Next 5 years 89.26 43.29
Total amount recognised in Other Comprehensive Income 14.23 (0.07) 14.16
Employer contributions - (14.09) (14.09)
The average duration of the defined benefit plan obligation at the end of the reporting period is 8.17 years (March 31, 2022:
Benefits paid (10.87) 10.87 -
8.84 years)
March 31, 2023 124.00 (132.44) (8.44)
V The major categories of plan assets are as follows:
II The net liability disclosed above relates to funded plans which are as follows:
Particulars March 31, 2023 March 31, 2022 Investments with insurer (LIC of India) 100.00% 100.00%
Present value of funded obligation 124.00 102.34
Fair value of plan assets (132.44) (120.76) 33 (b) Other Long Term Employee Benefits
Surplus of funded plan (8.44) (18.42) One of the subsidiary offers cash bonuses to certain managerial employees the amount of which is based on
performance of the subsidiary in a specific year. The amount of provision recognised for the long term employee
III Significant assumptions benefit is Rs. 4.28 (March 31, 2022: Rs. Nil).
The principal actuarial assumptions were as follows:
34 Interests in Other Entities
Group information
Discount rate 7.15% to 7.40% 6.5% to 7.2%
A Subsidiaries
Salary growth rate 7 % to 9 % 5 % to 9 %
The consolidated financial statements of the Group includes subsidiaries listed in the table below. Unless otherwise
Normal retirement age 60 years 60 years stated, they have share capital consisting solely of equity shares that are held directly by the Group, and the proportion
Mortality table Indian Assured Indian Assured of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is
Lives Mortality Lives Mortality also their principal place of business.
(2012-14) Ultimate (2012-14) Ultimate
Employee turnover 5% to 12% 5% to 14%


Sr Name of the entity Place of Ownership interest Principal activities Sr Name of the entity Place of Ownership interest Principal activities
No. business/ held by the Group No. business/ held by the Group
Country of March 31, March 31, Country of March 31, March 31,
incorporation 2023 2022 incorporation 2023 2022
1 Thermax Onsite Energy India 100% 100% Supply of steam and heat on build, own and 26 Thermax Cooling Solutions India 100% 100% Supply and erection commissioning of Air
Solutions Limited operate basis Limited cooled condenser (ACC), Rotary air Pre-Heater
2 Thermax Instrumentation India 100% 100% Civil, Erection & Commissioning and Operation (RAPH),
Limited and Maintenance of power plants electrostatic precipitator (ESP), Bag Houses
3 Thermax Engineering India 100% 100% Installation of industrial machinery and 27 Thermax Engineering Nigeria 100% 100% Operation and maintenance of power plants
Construction Company equipment Construction FZE
Limited 28 Thermax International Tanzania 100% 100% Supervision for project business, operation
4 Thermax Sustainable Energy India 100% 100% Carbon advisory services Tanzania Limited and maintenance services and sales related
Solutions Limited ^^^^ support.
5 Thermax International Limited Mauritius 100% 100% Investment Company 29 Thermax (Thailand) Limited Thailand 100% 100% Trade and investment support office.
6 Thermax Europe Limited United Kingdom 100% 100% Sale and service of vapour absorption chillers 30 ESOP Trust and Employee India 100% 100% Employee welfare
7 Thermax Inc. USA 100% 100% Sale and service of vapour absorption chillers Welfare Trusts**
and sale of chemicals 31 Enernxt Private Limited India 100% 100% Supply of biogas on build, own, operate and
8 Thermax do Brasil Energia e Brazil 100% 100% Rendering services including technical transfer basis
Equipamentos Ltda assistance 32 Thermax BioEnergy Solutions India 65% NA Setting up of BioCNG plants on turnkey basis
9 Thermax Netherlands BV. Netherlands 100% 100% Investment Company Private Limited (incorporated
10 Thermax Denmark ApS Denmark 100% 100% Investment Company on August 08, 2022)
11 Danstoker A/S Denmark 100% 100% Produces and sells boilers to the energy market 33 First Energy TN 1 Private India 74% 100% Supply of solar power on build, own and
Limited (incorporated on operate basis
12 Ejendomsanp artsselskabet Denmark 100% 100% Own and lease out property within Group
January 31, 2022)*
Industrivej Nord 13
34 First Energy 2 Private Limited India 74% 100% Supply of solar power on build, own and
13 Boilerworks A/S Denmark 100% 100% Produces and supplies high-pressure boilers
(incorporated on March 29, operate basis
and components
2022)*
14 Boilerworks Properties ApS Denmark 100% 100% Own and lease out the property within Group
35 First Energy 3 Private Limited India 74% NA Supply of solar power on build, own and
Industrivej^^^^
(incorporated on May 05, operate basis
15 Danstoker Poland Poland 100% 100% Produces and supplies high-pressure boilers 2022)*
Spółka Z Ograniczona and components
Odpowiedzialnoscia
(incorporated on December operate basis
16 Rifox-Hans Richter GmbH Germany 100% 100% Manufacturing steam trap systems 07, 2022)
Spezialarmaturen
17 Thermax Sdn. Bhd Malaysia 100% 100% Turnkey solutions provider (incorporated on December operate basis
18 Thermax Engineering Singapore 100% 100% Investment Company and trading of solar 13, 2022)
Singapore Pte. Ltd. power modules 38 First Energy 6 Private Limited India 100% NA Supply of solar power on build, own and
19 PT Thermax International Indonesia 100% 100% Manufacturing of industrial products (incorporated on March 23, operate basis
Indonesia 2023)
20 Thermax Senegal S.A.R.L ^^^^ Senegal 100% 100% Plant management services 39 First Energy 7 Private Limited India 100% NA Supply of solar power on build, own and
21 First Energy Private Limited India 100% 100% Supply of solar power on build, own and (incorporated on March 26, operate basis
operate basis 2023)
22 Thermax Energy & Philippines 100% 100% Marketing and sales of component parts 40 Jalansar Wind Energy Private India 74% NA Supply of solar power on build, own and
Environment Philippines of boilers Limited (w.e.f June 22, 2022)* operate basis
Corporation 41 Kanakal Wind Energy Private India 74% NA Supply of solar power on build, own and
23 Thermax Energy & Sri Lanka 100% 100% Marketing and sales of component parts Limited (w.e.f June 22, 2022)* operate basis
Environment Lanka (Private) of boilers
Limited ** The Group has ESOP trust and Employee Welfare Trusts for the welfare of the employees. Pursuant to the arrangement between the
24 Thermax Nigeria Limited Nigeria 100% 100% Marketing and sales of component parts Trusts and the Holding Company, the Holding Company has determined that it has power to direct the relevant activities of the trust while
of boilers being exposed to variable returns from its involvement with these entities. As a result, these entities have been consolidated in these
financial statements.
25 Thermax Babcock & Wilcox India 100% 100% Manufacture of steam or other vapour
Energy Solutions Ltd generating boilers and hot water boilers other ^^^^ The subsidiaries are under liquidation process / are liquidated.
than central heating boilers *Includes shares held by non-controlling shareholders for which Non-controlling interests have not been recognised as the Group has
assessed that there is no risk reward relationship attributable to them.


B Parent entity D Enterprises with whom transactions have taken place during the year, over which control is
exercised by individuals listed in ‘B’ and ‘C’ above:
Sr Name of the entity Place of Ownership interest Type
No. business/ held by the Group 1 Thermax Foundation, India
Country of March 31, March 31, 2 ARA Trusteeship Company Private Limited, India
incorporation 2023 2022 3 Marico Limited, India
1 RDA Holdings Private Limited India 53.99% 53.99% Ultimate Holding company
4 Elgi Ultra Industries Limited, India
The above percentage of shareholding is before elimination of Trust’s holding**.
5 Elgi Equipments Limited, India
6 The Akanksha Foundation, India
C Associates
7 Festo India Private Limited, India
Sr Name of the entity Place of Ownership interest Principal activities
No. business/ held by the Group 8 Kirtane & Pandit LLP, India
Country of March 31, March 31, 9 B9 Beverages Private Limited, India
incorporation 2023 2022
E Enterprises with whom transactions have taken place during the year, other than listed in ‘B’, ‘C’
1 Exactspace Technologies India 10.41% 10.41% Business of developing artificial intelligence
and ‘D’ above:
Private Limited (date of solutions for the energy industry
investment- January 25, 2022) 1 EverEnviro Resource Management Private Limited
2 Covacsis Technologies India 16.67% NA Developing digital enabled service solutions
F Transactions with related parties:
Private Limited (date of for the energy industry
investment- July 22, 2022) Particulars Associates Enterprises over which Key Management Total
control is exercised Personnel and
The investments listed above has been accounted by equity method. by Individuals having Individuals having
Significant influence over Significant influence
the company and Key over the company
35 Related Party Disclosures Management Personnel mentioned in B and C
A For details of Holding company and associates, refer note 34. March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2023 2022 2023 2022 2023 2022 2023 2022
B Individuals having significant influence over the Group by reason of voting power, and a. Transactions during the year
their relatives Sales of products and services - - 48.75 5.65 - - 48.75 5.65
1 Mrs. Meher Pudumjee - Chairperson Purchase of raw material and - - 5.49 0.34 - - 5.49 0.34
components
2 Mr. Pheroz Pudumjee - Director
Reimbursement of expenses - - - 0.03 - - - 0.03
3 Mrs. Anu Aga - Relative of Chairperson / Director Other expenses 3.47 - - 0.04 - - 3.47 0.04
4 Mr. Zahaan Pudumjee - Relative of Chairperson / Director Remuneration to key management - - - - 8.13 7.36 8.13 7.36
5 Ms. Lea Pudumjee - Relative of Director / Chairperson personnel*
CSR expenditure - - 6.86 7.54 - - 6.86 7.54
C Key Management Personnel: Director's sitting fees ^ - - - - 0.84 0.78 0.84 0.78
1 Mr. Ashish Bhandari - Managing Director and Chief Executive Officer Commission paid - - - - 5.39 4.82 5.39 4.82
2 Dr. Valentin A. H. von Massow - Independent Director (ceased to be director w.e.f. July 21, 2022) Rent paid - - - - 0.63 0.60 0.63 0.60
3 Dr. Jairam Varadaraj - Independent Director * Does not include gratuity and leave encashment since the same is calculated for all employees of the Group as a whole.
4 Mr. Nawshir Mirza - Independent Director Dividend paid to RDA Holdings Pvt. Ltd., India is Rs. 57.90 (March 31, 2022: Rs. 4.58) including interim dividend for the year 2021-22.
5 Mr. Harsh Mariwala - Independent Director ^ Includes sitting fees paid to director’s of holding companies.
6 Mr. Sashishekhar Balakrishna (Ravi) Pandit - Independent Director
7 Mrs. Rajani Kesari - Independent Director
8 Mr. Rajendran Arunachalam - Chief Financial Officer
9 Ms. Janhavi Khele- Company Secretary
10 Mr. Ravi Shankar Gopinath - Independent Director


Particulars Associates Enterprises over which Key Management Total Particulars March 31, 2023 March 31, 2022
control is exercised Personnel and Dr. Jairam Varadaraj 0.11 0.11
by Individuals having Individuals having
Significant influence over Significant influence Mr. Nawshir Mirza 0.15 0.14
the company and Key over the company Mr. Ravi Pandit 0.09 0.08
Management Personnel mentioned in B and C Mrs. Rajani Kesari 0.12 0.10
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, Mr. Harsh Mariwala 0.07 0.05
2023 2022 2023 2022 2023 2022 2023 2022 Mr. Ravi Shankar Gopinath 0.09 0.02
b. Balances as at the year end
Trade receivables - - 0.36 0.60 - - 0.36 0.60 Commission paid
Advances received - - 0.03 0.01 - - 0.03 0.01 Mrs. Meher Pudumjee 0.46 0.41
Security deposit - - - - 0.18 0.53 0.18 0.53 Mr. Pheroz Pudumjee 0.23 0.18
Trade payables and other liabilities 0.62 - 0.94 1.01 - - 1.56 1.01 Dr. Valentin A. H. von Massow 0.32 0.29
Dr. Jairam Varadaraj 0.18 0.14
G Related party transactions include transactions pertaining to the following parties with Mr. Nawshir Mirza 0.45 0.32
whom the percentage of the transactions are 10 % or more of the total of the above: Mr. Harsh Mariwala 0.23 0.18
Mr. Ravi Pandit 0.18 0.14
Mrs. Rajani Kesari 0.22 0.14
Transactions during the year Mr. Ashish Bhandari 3.12 3.04
Sale of product and services
Marico Limited 6.57 5.65 Rent paid
EverEnviro Resource Management Private Limited 41.68 - Mrs. Meher Pudumjee - 0.16
Mrs. Anu Aga 0.63 0.28
Purchase of raw material and components Mr. Pheroz Pudumjee - 0.16
Elgi Equipments Limited 5.49 0.34
** represents amount less than a lakh rupees
Reimbursement of expenses
Dr. Jairam Varadaraj - ** Particulars March 31, 2023 March 31, 2022
Dr. Valentin A. H. von Massow - ** Trade receivables
Mr. Ravi Shankar Gopinath - 0.02 Marico Limited 0.36 0.60
Other expenses Trade payables and other liabilities

Ms. Lea Pudumjee - 0.03 Elgi Equipments Limited 0.08 0.16
Exactspace Technologies Private Limited 3.37 - Marico Limited 0.75 0.76
Exactspace Technologies Private Limited 0.59 -
Remuneration to key management personnel
Covacsis Technologies Private Limited 0.03 -
Mr. Ashish Bhandari 5.91 5.25
Mr. Nawshir Mirza 0.07 0.05
Mr. Rajendran Arunachalam 1.78 1.49
Mr. Kedar Phadke - 0.25 Mrs. Rajani Kesari 0.04 0.03
Ms. Janhavi Khele 0.44 0.37
Advances received
CSR expenditure Marico Limited ** 0.01
Thermax Foundation, India 6.86 7.54 B9 Beverages Private Limited 0.03 -
Directors sitting fees Security deposits

Mrs. Meher Pudumjee 0.09 0.09 Mr. Pheroz Pudumjee 0.18 0.18
Mr. Pheroz Pudumjee 0.11 0.12
Dr. Valentin A. H. von Massow 0.03 0.09 ** represents amount less than a lakh rupees.


H Terms and conditions of related party transactions: I Information about Business Segments:
The sales to and purchases from related parties are assessed to be at arm’s length by the management. Sr. Particulars March 31, 2023 March 31, 2022
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. No.
i Segment Revenue
For the year ended March 31, 2023, the Group has not recorded any impairment of receivables relating to amounts owed by
a. Industrial Products 3,337.53 2,575.72
related parties (March 31, 2022: Rs. Nil). This assessment is undertaken each financial year through examining the financial
b. Industrial Infra 3,928.00 2,987.94
position of the related party and the market in which the related party operates. c. Green Solutions 362.71 216.75
All outstanding balances are unsecured and repayable in cash. d. Chemical 672.83 538.51
Total 8,301.07 6,318.92
36 Segment Reporting Less: Inter segment revenue (211.26) (190.59)
Income From operations 8,089.81 6,128.33
The Group’s portfolio includes boilers and heaters, absorption chillers/heat pumps, power plants, solar equipment, related ii Depreciation and amortisation
services, air pollution control equipment/system, water and waste recycle plant, ion exchange resins and performance a. Industrial Products 35.16 36.39
chemicals and related services. The CEO and Managing Director (CMD) of the Holding Company has been identified as b. Industrial Infra 32.69 33.95
the chief operating decision maker (‘CODM’). Management has determined the operating segments based on the reports c. Green Solutions 2.35 0.70
reviewed by the CMD; that are used to make strategic decisions, allocation of resources and assessing the performance of d. Chemical 22.24 19.49
the segments. The CMD evaluates the segments based on their revenue and operating results. e. Unallocated 24.42 22.71
116.86 113.24
During the current year, the management has taken a decision to realign the disclosure related to Ind AS 108 Operating iii Segment Results
Segment. This is to align the disclosures in line with management’s business outlook. Profit before tax and interest from each segment
a. Industrial Products 273.92 181.52
The CODM evaluates performance based on the revenues and operating profit for the three segments- Industrial Products, b. Industrial Infra 216.77 131.02
Industrial Infra, Green Solutions and Chemical. The composition of these segments is given below: c. Green Solutions 14.96 16.12
d. Chemical 86.45 62.38
Segment Products Covered Total 592.10 391.04
Less: i) Interest 37.59 25.17
a) Industrial Products Boilers & Heating equipment (small capacity), Absorption Chillers / Heat Pumps, Air Pollution ii) Other unallocable expenditure net of unallocable (income) (48.78) (44.10)
Control Equipment/Systems, Water & Waste Recycle. Including associated services and iii) Share of loss / (profit) on associates 0.23 (0.13)
engineering, procurement and construction (EPC). Total profit before tax 603.06 410.10
b) Industrial Infra EPC of Power Plants, Boiler & Heater (high capacity) plants, Infra projects, Flue Gas
Desulphurization projects. Includes associated services. Sr. Particulars As at As at
No. March 31, 2023 March 31, 2022
c) Green Solutions Build, Own and Operate (BOO) model of Green solutions for Energy and Environment utilities.
iv Segment Assets
d) Chemical Ion Exchange Resins, Performance Chemicals, Construction Chemicals, Water Treatment a. Industrial Products 1,686.95 1,534.56
Chemicals, Oil Field Chemicals, Paper Chemicals and Construction Chemicals and related b. Industrial Infra 2,548.92 2,236.52
services. c. Green Solutions 956.61 291.78
d. Chemical 498.18 477.52
Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable e. Unallocated 3,301.91 3,024.74
to each of the segments and amounts allocated on a reasonable basis. Total 8,992.57 7,565.12
Less: Inter segment assets (153.96) (104.01)
Inter-segment transfer price is calculated as cost plus reasonable mark-up. Total Assets 8,838.61 7,461.11
v Segment Liabilities
a. Industrial Products 1,847.43 1,494.61
b. Industrial Infra 2,374.97 2,187.04
c. Green Solutions 629.63 130.93
d. Chemical 93.15 88.07
e. Unallocated 177.17 171.98
Total 5,122.35 4,072.63
Less: Inter segment liabilities (153.96) (104.01)
Total Liabilities 4,968.39 3,968.62


Reconciliations to amounts consolidated in financial statements 37 (a) Investment in Associates
Reconciliation of profit
Investment in Covacsis Technologies Private Limited
The Group has acquired 16.67% share in Covacsis Technologies Private Limited (Covacsis) on July 22, 2022, which is
Segment profit 592.10 391.04
involved in the business of developing digital enabled service solutions with respect to process improvement, throughput
Other income 160.18 127.01 enhancement, specific energy consumption reduction. The Group has the right to participate in policy-making decision
Share of (loss) / profit on associates (0.23) 0.13 as well as a director representing the Group in the Board of Directors of Covacsis. As a result, the Holding Company holds
Finance cost (37.59) (25.17) significant influence in Covacsis and the interest in Covacsis is accounted for using equity method in consolidated
Other corporate costs* (111.40) (82.91) financial statements.
Profit before tax 603.06 410.10
The summarised financial information of the associate, based on their unaudited financial statements, and reconciliation
* Mainly includes employee cost, legal and professional expenses, depreciation on unallocable assets, etc.
with the carrying amount of investment in consolidated financial statements are set out below:
Reconciliation of assets
Summarised balance sheet As at
Particulars As at As at
March 31, 2023
March 31, 2023 March 31, 2022
Segment operating assets (net of intersegment elimination) 5,536.70 4,436.37 Current assets
Investments 1,626.08 1,476.53 Cash and cash equivalents 4.19
Cash and bank balances 1,131.58 953.50 Other current assets 2.48
Balances with government authorities 128.74 124.00 Total current assets (A) 6.67
Income tax assets 220.83 194.34 Total Non-current assets (B) 3.02
Other unallocated assets (includes deferred tax, etc.) 194.68 276.37 Non-current liabilities
Total assets 8,838.61 7,461.11 Financial liabilities 0.21
Other Non-current liabilities 0.37
Reconciliation of liabilities
Total Non-current liabilities (C) 0.59
Particulars As at As at
March 31, 2023 March 31, 2022 Current liabilities
Segment operating liabilities (net of intersegment elimination) 4,791.22 3,796.64 Financial liabilities 1.39
General borrowings 15.23 43.64 Other current liabilities 0.54
Income tax liabilities 24.44 23.39 Total current liabilities (D) 1.93
Other unallocated liabilities (includes deferred tax, statutory dues, provision for 137.50 104.95 Net assets E=(A+B-C-D) 7.18
leave encashment, etc.)
Group's share in net assets - 16.67% (March 31, 2022: Nil) 1.20
Total liabilities 4,968.39 3,968.62
Goodwill 8.61
II Information about geographic segment Carrying amount 9.81
Revenue from external customers The information disclosed reflects the amounts presented in the financial statements of the relevant associate and not
Particulars March 31, 2023 March 31, 2022 Thermax Limited’s share of those amounts. They have been amended to reflect adjustments made by the entity when using
India 6,040.51 4,505.94 the equity method.
Outside India 2,049.30 1,622.39
Total 8,089.81 6,128.33
No individual customer contributed more than 10% of Group’s total revenue for the year ended March 31, 2023 and
March 31, 2022.
Non-current asset
India 1,998.69 1,382.03
Outside India 131.79 149.05
Total 2,130.48 1,531.08


Summarised Statement of Profit and Loss July 22, 2022 to The information disclosed reflects the amounts presented in the financial statements of the relevant associate and not
March 31, 2023 Thermax Limited’s share of those amounts. They have been amended to reflect adjustments made by the entity when using
Total income 4.01 the equity method.
Cost of raw materials and components consumed 0.87
Summarised Statement of Profit and Loss April 1, 2022 to January 25,
Depreciation and amortisation expense 0.40 March 31, 2023 2022 to March
Finance costs 0.07 31, 2022
Employee benefits expense 2.21 Total income 6.20 2.39
Other expenses 1.41 Cost of raw materials and components consumed 0.32 0.17
(Loss) before tax (0.95) Depreciation and amortisation expense 0.35 0.12
Tax Expense - Employee benefits expense 4.56 0.22
(Loss) for the period (0.95) Other expenses 1.64 0.66
Other comprehensive income that may be reclassified to profit or loss in subsequent periods, net of tax (0.18) (Loss)/ Profit before tax (0.67) 1.22
Other comprehensive income that will not be reclassified to profit or loss in the subsequent periods, net - Tax Expense 0.04 -
of tax (Loss) / Profit for the period (0.71) 1.22
Other comprehensive income that may be reclassified to profit or loss in - -
Total comprehensive income for the period (1.13)
subsequent periods, net of tax
Group's share of (loss) - 16.67% (0.19) Other comprehensive income that will not be reclassified to profit or loss in the - -
subsequent periods, net of tax
The Group has an agreement with its associate that the profits of the associate will not be distributed until it obtains the Total comprehensive income for the period (0.71) 1.22
consent of the Holding Company. The Parent does not foresee giving such consent at the reporting date. Group's share of (loss) / profit - 10.41% (March 31, 2022: 10.41%) (0.07) 0.13
The associate had no contingent liabilities or capital commitments as at March 31, 2023.
The Group has an agreement with its associate that the profits of the associate will not be distributed until it obtains the
Investment in Exactspace Technologies Private Limited consent of the Holding Company. The Parent does not foresee giving such consent at the reporting date.
The Group has acquired 10.41% share in Exactspace Technologies Private Limited (Exactspace) on January 25, 2022, The associate had no contingent liabilities or capital commitments as at March 31, 2023 and March 31, 2022.
which is involved in the business of developing artificial intelligence solutions. The Group has the right to participate in
policy-making decision as well as a director representing the Group in the Board of Directors of Exactspace. As a result, 37 (b) Non-Controlling Interests
the Holding Company holds significant influence in Exactspace and the interest in Exactspace is accounted for using equity The Group has invested in 65% share of Thermax BioEnergy Solutions Private Limited (TBSPL), which is involved in setting
method in consolidated financial statements. up of BioCNG plants from various wastes on turnkey basis. The Group has controlling rights over the decision making
The summarised financial information of the associate, based on their unaudited financial statements, and reconciliation process. As a result, the Holding Company holds control in TBSPL and the interest in TBSPL is accounted for using the
with the carrying amount of investment in consolidated financial statements are set out below: acquisition method in consolidated financial statements.
The summarised financial information of the subsidiary, based on their audited financial statements, and reconciliation with
Summarised balance sheet As at As at
March 31, 2023 March 31, 2022 the carrying amount of investment in consolidated financial statements are set out below:
Current assets Summarised balance sheet As at
Cash and cash equivalents 4.09 6.41 March 31, 2023
Other current assets 4.60 2.75
Current assets
Total current assets (A) 8.69 9.16
Cash and cash equivalents 20.86
Total Non-current assets (B) 0.69 0.38
Non-current liabilities Other current assets 49.35
Financial liabilities 0.19 0.29 Total current assets (A) 70.21
Other Non-current liabilities 0.23 0.27 Total Non-current assets (B) 3.55
Total Non-current liabilities (C) 0.42 0.56 Current liabilities
Current liabilities Financial liabilities 23.69
Financial liabilities 0.16 0.13
Other current liabilities 43.97
Other current liabilities 1.04 0.40
Total current liabilities (D) 1.20 0.53 Total current liabilities (C) 67.66
Net assets E=(A+B-C-D) 7.76 8.45 Net assets D= (A+B-C) 6.10
Group's share in net assets - 10.41% (March 31, 2022: 10.41%) 0.81 0.88 Accumulated non-controlling interests (35%) 2.15
Goodwill 5.75 5.75
Carrying amount 6.56 6.63


The information disclosed reflects the amounts presented in the financial statements of the relevant subsidiary and not Details of financial assets carried at fair value through profit and loss
Holding Company’s share of those amounts. As at As at
March 31, 2023 March 31, 2022
Summarised Statement of Profit and Loss August 12, 2022 Investments 980.36 1,163.99
to March 31,
Total 980.36 1,163.99
2023
Total income 48.13 Current assets 763.52 602.21
Less: Non-current assets 216.84 561.78
Cost of raw materials and components consumed (21.41) Total 980.36 1,163.99
Depreciation and amortisation expense (0.13)
Finance costs (0.02) The fair values of the quoted shares are based on price quotations at the reporting date and unquoted mutual funds are
based on net asset value as at reporting date.
Employee benefits expense (3.18)
Other expenses (21.82)
Details of derivative assets
Profit before tax 1.57
As at As at
Tax Expense (0.41) March 31, 2023 March 31, 2022
Profit for the period 1.16 Derivative instruments
Other comprehensive income that may be reclassified to profit or loss in subsequent periods, net of tax - Cash flow hedges
Other comprehensive income that will not be reclassified to profit or loss in the subsequent periods, net (0.03) Foreign exchange forward contracts 1.57 2.25
of tax
Total comprehensive income for the period 1.13
Derivative not designated as hedges
Attributable to non-controlling interests (35%) 0.40
Foreign exchange forward contracts 2.28 3.86
or details on redemption liabilities for Special Purpose Vehicles (SPVs), refer note 18.
F Total 3.85 6.11
Current assets 3.85 6.11
38 Fair Value Measurements Non-current assets - -
a) Category of financial instruments and valuation techniques Total 3.85 6.11
Details of financial assets carried at amortised cost
Details of financial liabilities carried at amortised cost
As at As at
March 31, 2023 March 31, 2022
Investments 629.35 305.91
Borrowings 810.54 355.42
Trade receivables 1,876.56 1,597.24
Trade payables 1,528.61 1,507.40
Loans 7.12 7.16
Finance lease receivables 140.47 101.62 Employee related payables 103.26 84.28
Other assets 589.50 558.40 Other liabilities 80.44 49.79
Cash and cash equivalents 452.82 310.78 Total 2,522.85 1,996.89
Bank balances other than cash and cash equivalents (includes fixed deposits with 678.76 642.72 Current liabilities 2,026.60 1,862.42
banks) Non-current liabilities 496.25 134.47
Total 4,374.58 3,523.83 Total 2,522.85 1,996.89
Current assets 4,072.07 3,023.58
Non-current assets 302.51 500.25 The management has assessed that the carrying amounts of the above financial instruments approximate their fair values.
Total 4,374.58 3,523.83
The management has assessed that the carrying amounts of the above financial instruments approximate their fair values.


Details of derivative liabilities There has been no transfer between level 1 and level 2 during the year and during the previous year.
As at As at
March 31, 2023 March 31, 2022 The fair value of forward contracts is determined using observable inputs, such as currency exchange rates applied to
Derivative instruments notional amounts stated in the applicable contracts.
Cash flow hedges
Foreign exchange forward contracts 5.66 0.84 39 (a) Financial Risk Management
The Group’s principal financial liabilities, other than derivatives, comprise trade and other payables and loans and borrowings.
Derivative not designated as hedges The main purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial assets
Foreign exchange forward contracts 3.92 2.94 include loans, trade and other receivables and cash and cash equivalents that derive directly from its operations. The Group
Total 9.58 3.78 also holds FVTPL investments and amortised cost investments and enters into derivative transactions.
Current liabilities 9.58 3.78
Non-current liabilities - - Risk is inherent in the Group’s activities but it is managed through a process of ongoing identification, measurement and
Total 9.58 3.78 monitoring, subject to risk limits and other controls. This process of risk management is critical to the Group’s continuing
profitability and each individual within the Group is accountable for the risk exposures relating to his or her responsibilities.
The Group enters into derivative financial instruments with banks. Foreign exchange forward contracts are valued using The Group is exposed to market risk, credit risk and liquidity risk.
valuation techniques, which employs the use of market observable inputs which captures credit quality of counterparties,
foreign exchange spot and forward rates, yield curves of the respective currencies and currency basis spreads between the The Group’s Board of Directors is ultimately responsible for the overall risk management approach and for approving the
respective currencies. The Group has practice to settle all derivative contracts on or before its maturity using the sanctioned risk strategies and principles. No significant changes were made in the risk management objectives and policies during the
finance limits with banks, thereby eliminating both counterparty and the Group’s own non-performance risk. The changes in years ended March 31, 2023 and March 31, 2022. The management of the Holding Company reviews and agrees policies for
counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge managing each of these risks which are summarised below:
relationships and other financial instruments recognised at fair value.
I Market risk
b) Fair value hierarchy Market risk is the risk that the value of an asset will fluctuate as a result of changes in market variables such as interest
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities. rates, foreign exchange rates, and equity prices, whether those changes are caused by factors specific to the individual
Quantitative disclosures fair value measurement hierarchy for assets and liabilities as at March 31, 2023 investment or its issuer or factors affecting all investments traded in the market.
Date of Level 1 Level 2 Level 3 Total Market risk is managed on the basis of pre-determined asset allocations across various asset categories,
valuation diversification of assets in terms of geographical distribution and industry concentration, a continuous appraisal of
Financial assets market conditions and trends and management’s estimate of long and short term changes in fair value.
Investments
Equity instruments March 31, 2023 - - - - a Interest rate risk
Mutual funds March 31, 2023 980.36 - - 980.36 Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
Corporate deposits March 31, 2023 - 467.57 - 467.57 changes in market interest rates. The Group is currently exposed to such risk as most of the the borrowings are on
Derivative financial assets March 31, 2023 - 3.85 - 3.85 floating interest terms, the impact due to change in interest rate are as follows:
Financial liabilities
Derivative financial liabilities March 31, 2023 - 9.58 - 9.58 Impact on profit before tax
March 31, 2023 March 31, 2022
Quantitative disclosures fair value measurement hierarchy for assets and liabilities as at March 31, 2022: Interest rate
- Increase by 100 basis points (8.11) (3.55)
Date of Level 1 Level 2 Level 3 Total
valuation - Decrease by 100 basis points 8.11 3.55
Financial assets
Investments b Foreign currency risk
Equity instruments March 31, 2022 - - - - Foreign exchange risk arises when future commercial transactions and relevant assets and liabilities are denominated
Mutual funds March 31, 2022 1,163.99 - - 1,163.99 in a currency that is not the Group’s functional currency. Foreign exchange risk is the risk that the value of a financial
Corporate deposits March 31, 2022 - 305.91 - 305.91 instrument will fluctuate due to changes in foreign exchange rates.
Derivative financial assets March 31, 2022 - 6.11 - 6.11
Financial liabilities Foreign exchange risk is managed on the basis of limits determined by management and a continuous assessment of
Derivative financial liabilities March 31, 2022 - 3.78 - 3.78 current and expected exchange rate movements and entering into derivative contracts that hedge the maximum period
of exposure of underlying transactions (i.e. highly probable forecast sales and purchases).


When a derivative is entered into for the purpose of being a hedge, the Group negotiates the terms of those derivatives Trade receivables / contract assets / lease receivable
to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of Customer credit risk is managed by each business unit. An impairment analysis is performed at each reporting
exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into
receivable or payable that is denominated in the foreign currency. homogenous group and assessed for impairment collectively. The calculation is based on losses as per historical
data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets
Foreign currency sensitivity disclosed in notes 7, 9(b) and 32(i)(a) above. The charge of impairment to Statement of profit and loss is disclosed in
The following tables demonstrate the sensitivity to a reasonably possible change in USD, SEK, EUR and JPY exchange note 28 above. The Group evaluates the concentration of risk with respect to trade receivables as low, as its customers
rates, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair are located in several jurisdictions and industries and operate in largely independent markets.
value of monetary assets and liabilities including foreign currency derivatives not designated as cash flow hedge
and foreign currency derivatives with underlying foreign currency monetary assets/liabilities designated as cash flow Financial instruments and bank deposits
hedge. The impact on the Group’s pre-tax equity is due to changes in the fair value of forward exchange contracts
Credit risk from balances with banks, mutual funds, loans and other financial assets are managed by the Group’s
designated as cash flow hedges.
treasury department in accordance with the Group’s policy. Investments of surplus funds are made only with approved
counterparties having a good market reputation and within credit limits assigned to each counterparty. The limits are
Impact on Impact on other set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to
profit before tax components of equity
make payments.
USD Sensitivity The Group’s maximum exposure to credit risk for bank balances and deposits as at March 31, 2023 and March 31, 2022
INR/ USD - Increase by 1% (0.97) (0.76) 0.07 (0.45) is the carrying amounts as disclosed in Note 9(a) and 13, maximum exposure relating to financial derivative instruments
INR/ USD - Decrease by 1% 0.97 0.76 (0.07) 0.45 disclosed in notes 9(b) and 18(b) to the consolidated financial statements.
SEK Sensitivity
III Liquidity risk
INR/ SEK - Increase by 1% (0.01) (0.22) - -
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability
INR/ SEK - Decrease by 1% 0.01 0.22 - -
of funding through an adequate amount of committed credit facilities to meet obligations when due and to close
EUR Sensitivity
out market positions. Due to the dynamic nature of the underlying businesses, Group treasury maintains flexibility in
INR/ EUR - Increase by 1% 1.20 1.34 (0.02) 0.35 funding by maintaining availability under committed credit lines.
INR/ EUR - Decrease by 1% (1.20) (1.34) 0.02 (0.35)
JPY Sensitivity The management monitors rolling forecasts of the Group’s liquidity position (comprising the undrawn borrowing
facilities) and cash and cash equivalents on the basis of expected cash flows. This is generally carried out at operating
INR/ JPY - Increase by 1% 0.11 0.17 - -
segments level in the Group in accordance with practice and limits set by the Group. In addition, the Group’s liquidity
INR/ JPY - Decrease by 1% (0.11) (0.17) - -
management policy involves projecting future cash flows and considering the level of liquid assets necessary to meet
these and monitoring balance sheet liquidity ratios against internal requirements.
Favourable impact shown as positive and adverse impact as negative.
The exposure to other foreign currencies is not significant to the Group’s financial statements. (i) Maturities of financial liabilities
The tables below summarises the Group’s financial liabilities into relevant maturity profile based on contractual
c Price risk undiscounted payments:
The Group’s investments are susceptible to market price risk arising from uncertainties about future values of the
March 31, 2023 < 1 year 1 to 3 years > 3 years Total
investment securities. These securities are unquoted. The Group manages the price risk through diversification and
by placing limits on individual and total equity/mutual fund instruments. Further, the price risk is also mitigated by Non-derivative
switching the investment portfolio between investment in equity/mutual fund instruments and investments in bank Borrowings
deposits/corporate deposits. Reports on the investment portfolio are submitted to the Group’s senior management on Loans 388.02 43.08 379.44 810.54
a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions. The Group is not Trade Payables 1,497.86 30.75 - 1,528.61
currently exposed significantly to such risk. Other financial liabilities
Lease obligation 5.25 9.43 20.73 35.41
II Credit risk Unpaid dividend 0.69 - - 0.69
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, Other payables 134.78 1.19 56.04 192.01
leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables, Derivatives (net settled)
lease assets and contract assets) and from its financing activities, including deposits with banks, foreign exchange Foreign exchange forward contracts 9.58 - - 9.58
transactions and other financial instruments.


March 31, 2022 < 1 year 1 to 3 years > 3 years Total The cash flow hedges of the expected future sales and purchases were assessed to be highly effective and following net
Non- derivative unrealised gain / (loss) with a deferred tax asset/ (liability) relating to the hedging instruments, is included in OCI.
Borrowings Particulars March 31, 2023 March 31, 2022
Loans 294.00 34.12 27.30 355.42 Expected future Expected future Expected future Expected future
Trade Payables 1,459.76 47.64 - 1,507.40 sales purchases sales purchases
Other financial liabilities Unrealised gain/ (loss) (4.43) - 1.16 (0.01)
Lease obligation 4.16 4.27 5.95 14.38 Deferred tax asset/ (liability) 1.12 - (0.29) 0.00
Unpaid dividend 0.78 - - 0.78 (3.31) - 0.87 (0.01)
Other payables 103.72 7.60 24.21 135.53
The amounts retained in OCI at March 31, 2023 are expected to mature and affect the statement of profit and loss during the
Derivatives (net settled)
year ending March 31, 2024.
Foreign exchange forward contracts 3.78 - - 3.78
Reclassifications to profit or loss during the year gains or losses included in OCI are shown in Note 30.
39 (b) Hedging Activities and Derivatives
Cash flow hedges Interest rate swap (cash flow hedge)
Foreign currency risk The Group manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Under these swaps, the
Foreign exchange forward contracts measured at fair value through OCI are designated as hedging instruments in cash flow Group agrees with other parties to exchange, at specified intervals (mainly quarterly), the difference between fixed contract
hedges of forecast sales in EUR, USD, SEK, and forecast purchases in USD, JPY and SEK. These forecast transactions are rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts. Generally, the
highly probable, and fully cover the Group’s expected future sales and future purchases based on the orders received. Group raises long-term borrowings at floating rates and swaps them into fixed rates that are lower than those available if the
While the Group also enters into other foreign exchange forward contracts with the intention to reduce the foreign exchange Group borrowed at fixed rates directly.
risk of expected sales and purchases, these other contracts are not designated in hedge relationships and are measured at
fair value through profit or loss. The carrying value of interest rate swap at the end of the reporting year are as follows:

The foreign exchange forward contract balances vary with the level of expected foreign currency sales and purchases and Assets Liabilities Assets Liabilities
changes in foreign exchange forward rates. Interest rate swap - (0.10) - (0.59)
Assets Liabilities Assets Liabilities The nominal value of interest rate swap are:
Fair Value of Foreign exchange forward 3.85 (9.48) 6.11 (3.19) Particulars March 31, 2023 March 31, 2022
contracts designated as hedging Assets Liabilities Assets Liabilities
instruments
Interest rate swap - (7.71) - (6.81)
The terms of the foreign currency forward contracts match the terms of the expected highly probable forecast transactions.
As a result, no hedge ineffectiveness arise requiring recognition through profit or loss. Notional amounts of hedged
40 Struck off Companies^
instruments mentioned as assets for export transaction and as liabilities for import transactions, are as mentioned below. There are no shares held by struck off companies. Below are details of investment, receivable, payable and any other
transactions outstanding with struck off companies.
Assets Liabilities Assets Liabilities
Cash flow hedge
Foreign exchange forward contracts 394.11 17.94 308.77 18.52 Name of stuck off Entity name Nature of Transaction Balance Relationship with
company transactions during the outstanding at the struck off
year the end of the Company, if any,
Derivatives not designated as year to be disclosed
hedges
Semicon Speciality Thermax Limited Sales 0.26 - None
Foreign exchange forward contracts 509.66 150.28 592.71 89.54 Gases Limited
Compact Global Thermax Babcock & Wilcox Payable - 0.65 None
All the derivative contracts expire in next 12 months.
Private Limited Energy Solutions Ltd
Parim Infocomm Thermax Instrumentation Payable ** ** None
Private Limited Limited
** Less than a lakh rupees


For the year ended March 31, 2022 42 Share Based Payments
Name of stuck off Entity name Nature of Transaction Balance Relationship with Employees Stock Option Plan 2021 (ESOP 2021)
company outstanding during the outstanding at the struck off The Board of Directors and the shareholders of the Holding Company approved Employee Stock Option Plan at their meeting
balances year the end of the Company, if any,
in January 2022. Pursuant to this approval, the Holding Company instituted ESOP 2021 Plan in January 2022. The nomination
year to be disclosed
and remuneration committee of the Holding Company administers this Plan. Each option carries with it the right to purchase
Draj Engineering System Thermax Limited Payable 0.03 0.02 None
one equity share of the Holding Company. The Options have been granted to employees of the Holding Company and its
Private Limited
subsidiaries at an exercise price that is not less than the face value of shares as on date of grant of such option. Option Granted
Ecomax Engineering Service Thermax Limited Payable - 0.01 None
under ESOP 2021 shall vest not earlier than minimum period of 1 (One) year and not later than maximum period of 3 (Three)
Private Limited
years from the date of grant. The vesting of the options is 33%, 33% and 34% of total options granted after end of first, second
Inlay Infra Private Limited Thermax Limited Payable 0.02 - None
and third year respectively from the date of grant. The maximum exercise period is 5 years from the date of vesting.
Optimus Ventures Private Thermax Limited Payable 0.01 - None
Limited
Number and weighted average exercise prices of options granted, exercised and cancelled/lapsed during the financial year
Parim Infocomm Private Thermax Payable ** - None
Limited Instrumentation Particulars March 31, 2023
Limited No. of Weighted
Reliance Communications Thermax Limited Payable ** - None options average exercise
Infrastructure Limited price
Sapre Designs and Thermax Limited Payable ** - None Options outstanding at the beginning of the year - -
Instruments Private Limited Granted during the year 22,633 15.25
Sharda IT Services Private Thermax Limited Payable 0.03 - None Forfeited during the year 1,024 15.25
Limited Exercised during the year - -
Thermochill Engineering Thermax Limited Payable - ** None Lapsed during the year - -
Service Private Limited Options outstanding at the end of year 21,609 15.25
Urja Sealants Private Limited Thermax Limited Payable ** - None Options exercisable at the end of the year - 15.25
Jahannagar Textile Mill Thermax Limited Receivable 0.26 - None
Private Limited There were no options exercised during the year.
Madras Engineering Works Thermax Limited Receivable ** - None The weighted average remaining contractual life is as follows:
** Less than a lakh rupees
Exercise Price March 31, 2023
^ Information in this regard is on basis of intimation received, on requests made by the Holding Company and its Indian subsidiaries, with Weighted No. of Options
regards to registration of vendors and customers under the Act.
average Outstanding
contractual life
41 Capital Management (years)
The Group’s objective for capital management is to maximise long term shareholder value, safeguard business continuity Rs. 15.25 Ranging between 21,609
and support the growth of the Group. The Group determines the capital requirement based on annual operating plans and 1.89 – 1.90
long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows
generated. No changes were made in the objectives, policies or processes during the years ended March 31, 2023 and The fair value of each option is estimated on the date of grant using Black and Scholes option pricing model with the
March 31, 2022. Capital represents equity attributable to equity holders of the Parent Company. following assumptions:
March 31, 2023 March 31, 2022 Particulars March 31, 2023
1. Exercise price (Rs.) 15.25
Borrowings 810.54 355.42
2. Price of the underlying share in market at the time of the option grant (Rs.) Ranging between 2,139.45 – 2,170.40
3. Weighted average fair value of options granted (Rs) Ranging between 2,105.39 – 2,136.06
Book overdraft 0.02 7.34
4. Expected life of the option (years) 3-5
Less: Cash and cash equivalents (1,132.27) (954.28)
(includes deposits with maturity of more than 3 months but less than 12 months) 5. Risk free interest rate (%) Ranging between 6.53% - 6.59%
Net debt 1,206.90 915.88 6. Expected volatility (%) 12.86%
Equity attributable to equity holders of the parent 3,868.07 3,492.49 7. Dividend yield (%) 0.48%
Capital and net debt 5,074.97 4,408.37
Gearing ratio 1:4.20 1:4.81


The Group recorded an employee compensation cost of Rs. 2.52 (March 31, 2022: Rs. Nil) in the Statement of Profit and Loss. (iii) Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors – The amendments will help
entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting
The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates
publicly available information. are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop
accounting estimates if accounting policies require items in financial statements to be measured in a way that involves
Previous year’s information is not provided as the ESOP has been awarded in the current year. measurement uncertainty. The Group has evaluated the amendment and there is no impact on its consolidated
financial statements.
43 Other Statutory Information
(i) The Group do not have any Benami property, where any proceeding has been initiated or pending against the Group 45 Assets and Liabilities Classified as Held for Sale
for holding any Benami property. The Group has identified certain assets like Land, Building etc. which are available for sale in its present condition.
(ii) The Group do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period. The Group is committed to plan the sale of asset and an active programme to complete the sale has been initiated.
The Group expects to dispose off this asset in the due course. Accordingly, non-current assets held for sale amounting to
(iii) The Group have not traded or invested in crypto currency or virtual currency during the financial year. Rs. 7.90 (net book value) has been classified in the books of accounts.
(iv) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall: 46 Compliance with Section 143 (3) for Maintenance of Books of Account
With effect from August 5, 2022, the Ministry of Corporate Affairs (MCA) has amended the Companies (Accounts) Rules,
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
2014, relating to maintenance of electronic books of account and other relevant books and papers. Pursuant to this
of the company (Ultimate Beneficiaries) or
amendment, the Indian Companies including foreign branches is required to maintain the books of account which are
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. accessible in India at all times and their backup is to be kept on servers located in India on a daily basis.
(v) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
The Holding Company and its Indian subsidiaries including foreign branches have a process to take daily back-up of books
the understanding (whether recorded in writing or otherwise) that the Group shall:
of account maintained in electronic mode and alongwith the logs of the back-up of such books of account. However, the
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf backup of certain books and records maintained in electronic mode has not been maintained on servers physically located
of the Funding Party (Ultimate Beneficiaries) or in India on daily basis:
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, Entity Name IT Application / Requirements u/s 143(3) of the Act
(vi) The Group have not any such transaction which is not recorded in the books of account that has been surrendered or Branches Books of Account Backup
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey maintained on cloud/ maintained in
or any other relevant provisions of the Income Tax Act, 1961. servers physically India on daily
located in India basis
Thermax Limited Employee No No
44 Standards Issued but Not Yet Effective Thermax Onsite Energy Solutions Private Limited reimbursement system
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies Thermax Babcock & Wilcox Energy Solutions Limited
(Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Thermax BioEnergy Solutions Private Limited
Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, Thermax Instrumentation Limited
applicable from April 1, 2023, as below: Thermax BioEnergy Solutions Private Limited Tally (upto January 31, Yes Yes*
2023)
(i) Ind AS 1 – Presentation of Financial Statements – The amendments require companies to disclose their material Thermax Instrumentation Limited Foreign branches No No
accounting policies rather than their significant accounting policies. Accounting policy information, together with other
information, is material when it can reasonably be expected to influence decisions of primary users of general purpose *The Subsidiary has a defined process to take daily back-up of books of account maintained electronically and maintain the logs of the back-
up of such books of account for cyclic period of 15 days only. Hence, this has not been considered as non-compliance with the provisions of
financial statements. The Group does not expect this amendment to have any significant impact in its consolidated
The Companies (Accounts) Rules, 2014 (as amended), since, at any point of time, logs are available for a period upto 15 days. The Subsidiary
financial statements. has migrated to Oracle R12 application w.e.f. February 1, 2023.
(ii) Ind AS 12 – Income Taxes – The amendments clarify how companies account for deferred tax on transactions such The Group will take appropriate measures to comply with regulations.
as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in
paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial
recognition, give rise to equal taxable and deductible temporary differences. The Group is in process of evaluating this
amendment.


47 Assets Pledged as Security Name of the Entity Net Assets (Total Share in Profit and Share in Other Share in Total
assets-total liabilities) loss (PAT) Comprehensive Income Comprehensive Income
The carrying amounts for assets pledged as security for current and non-current borrowings are:
As a % of Amount As a % of Amount As a % of Amount As a % of Amount

March 31, 2023 March 31, 2022 consolidated consolidated consolidated consolidated
Current net assets profit or loss Other Total
Financial assets Comprehensive Comprehensive
Income Income
Cash and cash equivalents 98.82 -
Thermax Instrumentation Limited 1.34% 51.97 1.87% 8.41 57.89% 0.11 1.89% 8.52
Trade receivables 1.06 -
Thermax Engineering Construction 0.37% 14.34 2.04% 9.19 (42.11%) (0.08) 2.02% 9.11
Finance lease receivables 7.26 2.32 Company Limited
Other current assets 1.53 - Thermax Cooling Solutions Limited 0.23% 8.77 0.49% 2.21 15.79% 0.03 0.50% 2.24
Thermax Sustainable Energy (0.10%) (3.83) 0.00% - - - 0.00% -
Non-financial assets Solutions Limited
Inventories (work-in-progress) 81.58 70.30 First Energy Private Limited 2.93% 113.45 (6.04%) (27.20) 26.32% 0.05 (6.02%) (27.15)
Other current assets 0.27 - (Consol.)
Total current assets pledged as security 190.52 72.62 Enernxt Private Limited 0.61% 23.61 0.01% 0.05 - - 0.01% 0.05
Thermax BioEnergy Solutions 0.16% 6.10 0.26% 1.15 (15.79%) (0.03) 0.25% 1.12
Private Limited
Non-current
Foreign subsidiaries -
Financial assets
Thermax Engineering Singapore 2.49% 96.34 (1.20%) (5.40) - - (1.20%) (5.40)
Finance lease receivables 60.47 20.51
Pte. Ltd.
Other assets 0.82 -
PT Thermax International Indonesia 1.58% 61.07 (2.26%) (10.18) - - (2.26%) (10.18)
Thermax Inc. 2.33% 90.36 2.46% 11.07 - - 2.46% 11.07
Non-financial assets
Thermax Europe Limited 1.73% 66.79 0.53% 2.37 - - 0.53% 2.37
Property, plant and equipment 105.61 15.82
Thermax Netherlands B.V. 0.59% 23.02 (0.17%) (0.77) - - (0.17%) (0.77)
Capital work-in-progress - Plant and machinery 381.27 -
Thermax Denmark ApS (Consol.) 0.95% 36.87 0.61% 2.76 1257.89% 2.39 1.14% 5.15
Right of use asset - Leasehold land 12.92 -
Thermax International Limited 0.14% 5.30 (0.04%) (0.19) - - (0.04%) (0.19)
Other assets 0.02 -
Thermax Energy and Environment 0.11% 4.35 0.00% 0.01 - - 0.00% 0.01
Total non-currents assets pledged as security 561.11 36.33 Lanka (Pvt) Limited
Rifox-Hans Richter GmbH 0.32% 12.34 0.63% 2.84 - - 0.63% 2.84
Total assets pledged as security 751.63 108.95 Spezialarmaturen
Thermax Energy & Environment 0.14% 5.39 0.06% 0.25 - - 0.06% 0.25
48 Additional Information Required by Schedule III Philippines Corporation
Thermax Engineering Construction 0.14% 5.42 0.11% 0.48 - - 0.11% 0.48
Disclosure of additional information pertaining to the parent company and its subsidiaries: FZE
For the year ended March 31, 2023 Thermax Sdn. Bhd 0.06% 2.43 0.15% 0.66 - - 0.15% 0.66
Thermax Nigeria Limited 0.21% 8.25 1.64% 7.37 - - 1.63% 7.37
Name of the Entity Net Assets (Total Share in Profit and Share in Other Share in Total
assets-total liabilities) loss (PAT) Comprehensive Income Comprehensive Income Thermax do Brasil-Energia e 0.02% 0.63 0.00% 0.01 - - 0.00% 0.01
Equipamentos Ltda.
Thermax International Tanzania 0.43% 16.51 1.12% 5.03 - - 1.12% 5.03
As a % of Amount As a % of Amount As a % of Amount As a % of Amount Limited
consolidated consolidated consolidated consolidated
Thermax (Thailand) Limited 0.12% 4.50 0.20% 0.89 - - 0.20% 0.89
net assets profit or loss Other Total
Comprehensive Comprehensive Associates
Income Income Covacsis Technologies Private 0.00% - (0.04%) (0.16) (16.03%) (0.03) (0.04%) (0.19)
Parent Company Limited
Thermax Limited 83.14% 3,217.88 73.06% 329.26 (4094.74%) (7.78) 71.30% 321.48 Exactspace Technologies Private 0.00% - (0.02%) (0.07) - - (0.02%) (0.07)
Limited
Indian subsidiaries
Controlled Trusts -
Thermax Babcock & Wilcox Energy 16.52% 639.31 23.98% 108.10 (4326.32%) (8.22) 22.15% 99.88
Solutions Limited ESOP Trust and Employee Welfare 3.55% 137.34 1.98% 8.92 - - 1.98% 8.92
Trusts
Thermax Onsite Energy Solutions 3.98% 154.19 3.55% 15.99 36.84% 0.07 3.56% 16.06
Limited Consolidation Adjustments (24.09%) (932.48) (4.96%) (22.35) 7200.24% 13.68 (1.92%) (8.67)
Total 100.00% 3,870.22 100.00% 450.70 100.00% 0.19 100.00% 450.89


Disclosure of additional information pertaining to the parent company and its subsidiaries: Name of the Entity Net Assets (Total Share in Profit and loss Share in Other Share in Total
assets-total liabilities) (PAT) Comprehensive Income Comprehensive Income
As a % of Amount As a % of Amount As a % of Amount As a % of Amount
Name of the Entity Net Assets (Total Share in Profit and loss Share in Other Share in Total consolidated consolidated consolidated consolidated
assets-total liabilities) (PAT) Comprehensive Income Comprehensive Income net assets profit or loss Other Total
As a % of Amount As a % of Amount As a % of Amount As a % of Amount Comprehensive Comprehensive
consolidated consolidated consolidated consolidated Income Income
net assets profit or loss Other Total Controlled Trusts
Comprehensive Comprehensive
ESOP Trust and Employee Welfare 3.68% 128.41 2.57% 8.04 - - 2.51% 8.04
Income Income
Trusts
Parent Company
Consolidation Adjustments (24.14%) (843.12) (1.59%) (4.96) 23.23% 1.77 (1.00%) (3.19)
Thermax Limited 85.93% 3,001.00 64.29% 200.79 55.64% 4.24 64.09% 205.03
Total 100.00% 3,492.49 100.00% 312.31 100.00% 7.62 100.00% 319.93
Indian subsidiaries
Thermax Babcock & Wilcox Energy 15.43% 538.98 26.39% 82.43 13.65% 1.04 26.09% 83.47
Solutions Limited For S R B C & CO LLP For and on behalf of the Board of Directors of Thermax Limited
Thermax Onsite Energy Solutions 3.97% 138.59 4.33% 13.51 (0.39%) (0.03) 4.21% 13.48 ICAI Firm Reg No. 324982E/E300003 Meher Pudumjee Ashish Bhandari
Limited
Thermax Instrumentation Limited 1.24% 43.45 2.87% 8.95 2.89% 0.22 2.87% 9.17 DIN: 00019581 DIN: 05291138
Thermax Engineering Construction 0.35% 12.32 2.53% 7.89 (3.02%) (0.23) 2.39% 7.66
Company Limited per Vaibhav Kumar Gupta Rajendran Arunachalam Janhavi Khele
Partner Executive Vice President and Company Secretary
Thermax Cooling Solutions Limited 0.19% 6.53 0.48% 1.50 1.97% 0.15 0.52% 1.65 Membership No. 213935 Group Chief Financial Officer
Thermax Sustainable Energy (0.11%) (3.83) 0.00% - - - 0.00% -
Solutions Limited Place: Pune Place: Pune
First Energy Private Limited 0.94% 32.72 0.31% 0.97 - - 0.30% 0.97 Date: May 17, 2023 Date: May 17, 2023
Enernxt Private Limited 0.67% 23.56 0.04% 0.12 - - 0.04% 0.12

Foreign subsidiaries
Thermax Engineering Singapore 2.88% 100.73 (6.45%) (20.14) - - (6.30%) (20.14)
Pte. Ltd.
PT Thermax International Indonesia 1.97% 68.74 (3.61%) (11.28) - - (3.53%) (11.28)
Thermax Inc. 2.09% 72.92 1.18% 3.67 - - 1.15% 3.67
Thermax Europe Limited 1.81% 63.17 0.07% 0.23 - - 0.07% 0.23
Thermax Netherlands B.V. 0.68% 23.78 (0.18%) (0.55) - - (0.17%) (0.55)
Thermax Denmark ApS (Consol.) 0.91% 31.72 1.91% 5.97 6.04% 0.46 2.01% 6.43
Thermax International Limited 0.16% 5.54 (0.05%) (0.15) - - (0.05%) (0.15)
Thermax Energy and Environment 0.13% 4.48 0.04% 0.13 - - 0.04% 0.13
Lanka (Pvt) Limited
Rifox-Hans Richter GmbH 0.25% 8.77 0.74% 2.32 - - 0.73% 2.32
Spezialarmaturen
Thermax Energy & Environment 0.14% 4.96 0.08% 0.24 - - 0.08% 0.24
Philippines Corporation
Thermax Engineering Construction 0.33% 11.64 1.14% 3.56 - - 1.11% 3.56
FZE
Thermax Sdn. Bhd 0.05% 1.69 0.07% 0.23 - - 0.07% 0.23
Thermax Nigeria Limited 0.03% 1.18 0.04% 0.12 - - 0.04% 0.12
Thermax do Brasil-Energia e 0.02% 0.60 0.02% 0.06 - - 0.02% 0.06
Equipamentos Ltda.
Thermax International Tanzania 0.30% 10.59 2.72% 8.50 - - 2.66% 8.50
Limited
Thermax (Thailand) Limited 0.10% 3.37 0.05% 0.16 - - 0.05% 0.16


FORM AOC- I Part “B” : Associates and Joint Ventures

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures Statement pursuant to section 129(3) of the companies Act 2013 related to Associate companies and joint ventures
Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014.
(Rs. in Crore)
Part “A” : Subsidiaries Particulars Covacsis Technologies Private Limited
(Rs. in Crore) 1 Latest Audited Balance Sheet Date 31-Mar-23
Particulars Reporting Date of
Period acquisition
Capital Reserves Total
Assets
Total
Liabilities
Investments Turnover Profit Provision
Before for tax
Profit
After
Proposed
Dividend
% of
Share
Reporting Exchange
Currency Rate as on
2 Date of acquisition* 22-Jul-22
Tax Tax Holding 31st March 3 Shares of Associates held by the Company on the year end
2023
Thermax Sustainable Energy 2022-23 4.75 (8.58) 0.24 4.07 - - - - - - 100.00 INR i) Number 43,192
Solutions Ltd.
Thermax Engineering Construction 2022-23 4.50 9.84 15.15 0.82 0.01 0.20 8.72 (0.47) 9.19 7.09 100.00 INR ii) Amount of Investment in Joint Venture 10.00
Co. Ltd.
Thermax Instrumentation Ltd. 2022-23 9.00 42.97 131.30 79.33 10.82 138.26 13.57 5.16 8.41 - 100.00 INR
iii) Extent of Holding % 16.67%
Thermax Onsite Energy Solutions Ltd. 2022-23 72.28 81.91 331.27 177.08 23.63 328.90 20.98 4.99 15.99 - 100.00 INR 4 Description of how there is significant influence Basis rights as per shareholders agreement i.e.
First Energy Private Limited 2022-23 31-Aug-16 153.41 (50.89) 310.15 207.63 103.17 15.44 (15.52) 0.36 (15.89) - 100.00 INR
First Energy TN 1 Private Limited 2022-23 22.00 (1.22) 77.94 57.16 - 1.86 (0.93) 0.06 (0.99) - 74.00 INR representation on the board of directors, participation
First Energy 2 Private Limited 2022-23 11.54 (0.54) 39.36 28.36 - - (0.42) - (0.42) - 74.00 INR in key policy decisions.
Jalansar Wind Energy Private Limited 2022-23 2.22 (0.18) 8.52 6.49 - 0.26 (0.01) (0.00) (0.01) - 74.00 INR
Kanakal Wind Energy Private Limited 2022-23 3.32 (0.22) 12.78 9.67 - 0.39 (0.01) 0.01 (0.02) - 74.00 INR 5 Reason why the joint venture is not consolidated The Company does not control over entity.
First Energy 3 Private Limited 2022-23 99.81 (3.13) 455.32 358.64 - - (2.17) - (2.17) - 74.00 INR
First Energy 4 Private Limited 2022-23 0.01 (0.44) 125.76 126.19 - - (0.44) - (0.44) - 100.00 INR
6 Net Worth attributable to shareholding as per latest 1.20
First Energy 5 Private Limited 2022-23 0.01 (1.22) 26.78 28.00 - - (0.31) - (0.31) - 100.00 INR Balance Sheet
First Energy 6 Private Limited 2022-23 0.01 - 11.03 11.02 - - - - - - 100.00 INR
Thermax International Ltd. (Mauritius) 2022-23 28.28 (21.66) 10.33 3.70 7.40 - (0.19) - (0.19) - 100.00 USD 82.17 7 Profit/Loss for the year#
Thermax Europe Ltd. (U.K.) 2022-23 2.03 64.76 86.36 19.57 - 59.25 2.93 0.56 2.37 - 100.00 GBP 101.33
i) Considered in Consolidation (0.19)
Thermax Inc. (U.S.A.) 2022-23 4.11 86.25 151.34 60.98 - 245.40 14.35 3.28 11.07 - 100.00 USD 82.17
Thermax do Brasil Energia e 2022-23 1.76 (1.14) 0.66 0.03 - 0.15 0.01 - 0.01 - 100.00 Brazilian 16.23 ii) Not considered in Consolidation (0.94)
Equipamentos Ltda. (Brazil) Real
Thermax Denmark ApS. 2022-23 155.47 (118.87) 86.58 49.99 - - 2.47 (0.11) 2.59 - 100.00 DKK 11.96
Thermax Netherlands BV. 2022-23 288.64 (259.61) 29.71 0.68 28.91 - (0.77) - (0.77) - 100.00 EUR 89.06
Danstoker A/S 2022-23 1-Oct-10 11.96 36.83 180.82 131.91 - 218.26 2.25 (0.11) 2.36 - 100.00 DKK 11.96
Ejendomsanp-artsselskabet 2022-23 1-Oct-10 0.24 36.12 49.39 13.04 - 2.92 1.46 0.34 1.12 - 100.00 DKK 11.96
Industrivej Nord 13
Boilerworks A/S 2022-23 0.60 (5.98) 6.70 12.08 - - (0.22) - (0.22) - 100.00 DKK 11.96
Rifox-Hans Richter GmbH 2022-23 1-Apr-12 6.38 5.96 19.63 7.29 - 31.26 2.97 0.13 2.84 - 100.00 EUR 89.06
Spezialarmaturen
Thermax SDN. BHD 2022-23 0.93 1.50 6.29 3.86 - 16.19 0.96 0.30 0.66 - 100.00 Malaysian 18.63
Ringet
Thermax Engineering Singapore 2022-23 197.07 (70.29) 127.70 0.93 123.72 7.08 (5.40) - (5.40) - 100.00 USD 82.17
Pte. Ltd
PT Thermax International Indonesia 2022-23 150.00 (90.00) 160.00 90.00 - 114.34 (10.18) - (10.18) - 100.00 Indonesian 0.0055
Rupiah
Thermax Energy and Environment 2022-23 7.42 (2.03) 5.82 0.42 2.88 2.48 0.31 0.06 0.25 - 100.00 PHP 1.51
Philippines Corporation
Thermax Nigeria Limited 2022-23 0.89 7.36 22.06 13.81 - 26.00 10.95 3.58 7.37 - 100.00 NGN 0.18
Thermax Energy and Environment 2022-23 8-Aug-17 3.89 0.46 4.36 0.01 - 0.67 0.03 0.02 0.01 - 100.00 LKR 0.25
Lanka (pvt) Limited
Thermax Babcock & Wilcox Energy 2022-23 628.22 65.68 1,997.94 1,304.04 197.87 2,116.80 116.56 24.36 92.20 - 100.00 INR
Solutions Ltd
Thermax Cooling Solutions Limited 2022-23 20.00 (11.23) 19.26 10.49 - 25.14 2.32 0.11 2.21 - 100.00 INR
Thermax Engineering Construction 2022-23 0.01 5.41 8.90 3.47 - 8.21 0.48 - 0.48 7.52 100.00 USD 82.17
FZE
Danstoker Poland Spółka Z 2022-23 4-May-17 33.35 (22.87) 70.13 59.84 - 71.86 2.49 - 2.49 - 100.00 PLN 19.06
Ograniczona Odpowiedzialnoscia
Thermax (Thailand) Limited 2022-23 3.61 0.89 6.16 1.66 - 13.85 1.13 0.24 0.89 - 100.00 THB 2.41
Ener Next Pvt. Ltd 2022-23 23.63 (0.02) 23.82 0.21 - - 0.07 0.02 0.05 - 100.00 INR
Thermax International Tanzania 2022-23 2.11 14.40 19.51 3.00 - 21.07 7.59 2.56 5.03 - 100.00 USD 82.17
Limited
Thermax BioEnergy Solutions Private 2022-23 12-Aug-22 5.00 1.10 73.75 67.65 - 48.04 1.56 0.41 1.15 - 65.00 INR
Limited
Notes:
i) The annual accounts of the above Subsidiary Companies are open for inspection by any investor at the Company’s Corporate Office
and the Registered Office of the respective subsidiary companies.
ii) Thermax Hong Kong Ltd. has been closed on September 11, 2020. Hence, not included in the above statement.
iii) Balance sheet figures of foreign subsidiaries are converted at an exchange rate prevailing on closing day of the financial year of the
subsidiary for the purpose of this statement
iv) Statement of Profit and Loss figures of foreign subsidiaries are converted at an average exchange rate of the subsidiary for the purpose
of this statement

INDEPENDENT AUDITOR’S REPORT Key audit matter How our audit addressed the key audit matter
A) Accounting for Revenue from Contracts with Customer
(as described in Note 21 of the standalone financial statements)
The Company’s revenue comprises of Our audit procedures included the following:
To the Members of Thermax Limited the ‘Code of Ethics’ issued by the Institute of Chartered revenue generated from sale of industrial • We understood the Company’s policies and processes, control
Accountants of India together with the ethical requirements products as well as from Engineering, mechanisms and methods in relation to the revenue recognition for
Report on the Audit of the Standalone that are relevant to our audit of the financial statements Procurement and Construction (EPC) revenue contracts and evaluated the design and operative effectiveness
Financial Statements under the provisions of the Act and the Rules thereunder, contracts. The total revenues for the year of the financial controls from the above through our test of control
and we have fulfilled our other ethical responsibilities in amounted to Rs. 5,120.14 crores. procedures.
Opinion accordance with these requirements and the Code of Revenues are recognised under Ind • We obtained and read the terms of sample revenue contracts to evaluate
We have audited the accompanying standalone financial Ethics. We believe that the audit evidence we have obtained AS 115, Revenue from Contracts with the management’s process to assess nature of contractual performance
statements of Thermax Limited (“the Company”), which is sufficient and appropriate to provide a basis for our audit Customers basis the nature and type of obligations, the point of time for transfer of control to customer and other
comprise the Balance sheet as at March 31 2023, the the contracts. We consider accounting of relevant terms necessary for revenue recognition.
opinion on the standalone financial statements.
revenue contracts to be an area posing a
Statement of Profit and Loss, including the statement of • We tested revenue, on sample basis, recorded during the period closer
significant risk of material misstatement and
Other Comprehensive Income, the Cash Flow Statement Key Audit Matters accordingly a key audit matter as due to the
to year-end by testing the supporting documentation.
and the Statement of Changes in Equity for the year then varied nature of the contracts, identification • We performed analytical procedures and conducted inquiries with senior
Key audit matters are those matters that, in our professional
ended, and notes to the standalone financial statements, of contractual obligations, point of time for management about any unusual trends of revenue recognition.
judgment, were of most significance in our audit of the
including a summary of significant accounting policies and transfer of control, significant judgements • For EPC contracts, on sample basis, we performed the following
standalone financial statements for the financial year ended
other explanatory information. involved in determining the contract costs procedures among others:
March 31, 2023. These matters were addressed in the
(including costs incurred to date and • Provision for liquidated damages and claims: Discussed with
context of our audit of the standalone financial statements estimated total cost), rights to receive
In our opinion and to the best of our information and management and project teams to understand the status of the project
as a whole, and in forming our opinion thereon, and we do payments including those for performance
according to the explanations given to us, the aforesaid and likelihood of customers imposing any contractual penalties through
not provide a separate opinion on these matters. For each completed till date and recognition for loss
standalone financial statements give the information inspection of the relevant documents and correspondences.
matter below, our description of how our audit addressed making contracts/ onerous obligations.
required by the Companies Act, 2013, as amended (“the • Contingency provisions: Understood the management’s estimate and
the matter is provided in that context. Revenue and profits for the year may
Act”) in the manner so required and give a true and fair rationale for the contingency provision movement during the year. We
deviate significantly on account of changes
view in conformity with the accounting principles generally analyzed the movement throughout the life of the contract and discussed
We have determined the matters described below to be in the above significantly on account of
accepted in India, of the state of affairs of the Company as progress to date with project teams to determine whether the remaining
the key audit matters to be communicated in our report. change in judgements and estimates.
at March 31, 2023, its profit including other comprehensive contingency provision is sufficient coverage for the residual risks
We have fulfilled the responsibilities described in the identified for those projects
income, its cash flows and the changes in equity for the year
Auditor’s responsibilities for the audit of the standalone • Assessment of costs-to-complete: Performed procedures on balance
ended on that date.
financial statements section of our report, including in cost estimation, tested the historical accuracy of previous forecasts and
relation to these matters. Accordingly, our audit included discussed variances with project teams, tested that the costs incurred
Basis for Opinion the performance of procedures designed to respond to were accrued at year-end and tested the significant assumptions for
We conducted our audit of the standalone financial our assessment of the risks of material misstatement of balance costs-to-complete.
statements in accordance with the Standards on Auditing the standalone financial statements. The results of our • Performed analytical procedures and checked exceptions for contracts
(SAs), as specified under section 143(10) of the Act. audit procedures, including the procedures performed with low or negative margins, loss making contracts/ onerous contracts,
Our responsibilities under those Standards are further to address the matters below, provide the basis for our contracts with significant changes in cost estimates and significant
described in the ‘Auditor’s Responsibilities for the Audit of audit opinion on the accompanying standalone financial overdue net receivable positions for contracts with marginal or no
the Standalone Financial Statements’ section of our report. movement to determine the level of provisioning required.
statements.
We are independent of the Company in accordance with • We read and tested the presentation and disclosure in the standalone
financial statements are in accordance with applicable accounting
standards.

Key audit matter How our audit addressed the key audit matter Information Other than the Financial In preparing the standalone financial statements,
B) Impairment of Investments in Subsidiaries Statements and Auditor’s Report management is responsible for assessing the Company’s
(as described in Note 5(a) and 42 of the standalone financial statements) Thereon ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
During the year, impairment indicators Our audit procedures included the following: The Company’s Board of Directors is responsible for the
going concern basis of accounting unless management
were identified by the management • We understood the management’s process of evaluating the triggers for other information. The other information comprises the
either intends to liquidate the Company or to cease
for investments in certain subsidiaries. impairment, forecasting the future cash flows, evaluation of assumptions Business Responsibility Report, Sustainability Report and
Management’s assessment for impairment operations, or has no realistic alternative but to do so.
and comparison of estimates to externally available industry, economic Director’s Report including annexure to the Director’s
of investments in subsidiaries requires and financial data, wherever available and necessary. Report of the Annual Report, but does not include the
estimation and judgement around Those Charged with Governance are also responsible for
• We assessed that the methodology used by management to estimate standalone financial statements and our auditor’s report
assumptions used, including the overseeing the Company’s financial reporting process.
the recoverable value of each investment is consistent with accounting thereon.
recoverable value of underlying tangible
standards. Auditor’s Responsibilities for the Audit
assets. Furthermore, the value in use is Our opinion on the standalone financial statements does
highly sensitive to changes in some of • We assessed the assumptions used by the management to determine
not cover the other information and we do not express any
of the Standalone Financial Statements
the inputs used for forecasting the future the recoverable amount of the investment in subsidiaries.
form of assurance conclusion thereon. Our objectives are to obtain reasonable assurance about
cash flows. Changes to assumptions could • We compared the carrying values of the Company’s investment in these whether the standalone financial statements as a whole
lead to material changes in the estimated subsidiaries to their respective financial statements which were available
In connection with our audit of the standalone financial are free from material misstatement, whether due to fraud
recoverable amount, impacting both with their respective net asset values and discussed with management
statements, our responsibility is to read the other or error, and to issue an auditor’s report that includes
potential impairment charges and also about their performance and future outlook.
information and, in doing so, consider whether such other our opinion. Reasonable assurance is a high level of
potential reversals of impairment taken in • We considered the potential impact of reasonably possible downside
prior years. Accordingly, this is considered information is materially inconsistent with the financial assurance, but is not a guarantee that an audit conducted
changes in these key assumptions as part of sensitivity analysis. in accordance with SAs will always detect a material
as a key audit matter. statements or our knowledge obtained in the audit or
• We read and assessed the presentation and disclosure of such otherwise appears to be materially misstated. If, based on misstatement when it exists. Misstatements can arise from
impairment in the standalone financial statements. fraud or error and are considered material if, individually
the work we have performed on the other information that
C) Impairment of trade receivables and contract assets we obtained prior to the date of this auditor’s report, we or in the aggregate, they could reasonably be expected
(as described in Note 7 and 9(b) of the standalone financial statements) conclude that there is a material misstatement of this other to influence the economic decisions of users taken on the
Impairment of financial assets and contract Our audit procedures included the following: information, we are required to report that fact. We have basis of these standalone financial statements.
assets is covered through Expected Credit • We evaluated the management’s key data sources and assumptions nothing to report in this regard.
Losses (ECL) method under Ind AS 109 used in the ECL model to determine impairment allowance. As part of an audit in accordance with SAs, we exercise
and is expected is to reflect the general
• We understood the management’s basis to consider the associated risks Responsibilities of Management and professional judgment and maintain professional skepticism
pattern of deterioration or improvement in
for identifying homogeneous group of receivables. Those Charged with Governance for the throughout the audit. We also:
the credit quality of financial instruments.
• We evaluated the process followed by the Company for determination
Standalone Financial Statements
Impairment of financial assets is a key • Identify and assess the risks of material misstatement
audit matter as the Company has devised of credit risk and the resultant basis for classification of receivables into The Company’s Board of Directors is responsible for the
of the standalone financial statements, whether due to
a model to recognise impairment through various stages. matters stated in section 134(5) of the Act with respect to
fraud or error, design and perform audit procedures
ECL using individual receivables or for • For a sample of receivables, we tested the ageing of the receivables the preparation of these standalone financial statements
responsive to those risks, and obtain audit evidence
homogeneous group of receivables with considered for impairment calculations. that give a true and fair view of the financial position,
that is sufficient and appropriate to provide a basis
similar credit risk characteristics. The financial performance including other comprehensive
• We assessed the completeness of financial assets included in the ECL for our opinion. The risk of not detecting a material
calculation of the impairment allowance calculations as of the reporting date. income, cash flows and changes in equity of the Company
misstatement resulting from fraud is higher than for
under expected credit losses is highly in accordance with the accounting principles generally
• We considered the consistency of various inputs and assumptions used one resulting from error, as fraud may involve collusion,
judgmental as it requires management to accepted in India, including the Indian Accounting
by the Company’s management to determine impairment provisions. forgery, intentional omissions, misrepresentations, or
make significant assumptions on customer Standards (Ind AS) specified under section 133 of the Act
payment behavior and other relevant / • We read and tested the disclosures in the notes to standalone financial the override of internal control.
read with the Companies (Indian Accounting Standards)
risk characteristics when assessing statements are as per the relevant accounting standards. Rules, 2015, as amended. This responsibility also
the Company’s statistics of historical • Obtain an understanding of internal control relevant to
includes maintenance of adequate accounting records in
information and estimating the level and the audit in order to design audit procedures that are
accordance with the provisions of the Act for safeguarding
timing of expected future cash flows. appropriate in the circumstances. Under section 143(3)
of the assets of the Company and for preventing and
As at the March 31, 2023, the Company (i) of the Act, we are also responsible for expressing
detecting frauds and other irregularities; selection and
recorded an impairment provision of Rs. our opinion on whether the Company has adequate
application of appropriate accounting policies; making
263.85 crores for its receivables and internal financial controls with reference to financial
judgments and estimates that are reasonable and prudent;
unbilled revenue. statements in place and the operating effectiveness of
and the design, implementation and maintenance of
such controls.
adequate internal financial controls, that were operating
We have determined that there are no other key audit matters to communicate in our report.
effectively for ensuring the accuracy and completeness
• Evaluate the appropriateness of accounting policies
of the accounting records, relevant to the preparation and
used and the reasonableness of accounting estimates
presentation of the standalone financial statements that give
and related disclosures made by management.
a true and fair view and are free from material misstatement,
whether due to fraud or error.

• Conclude on the appropriateness of management’s 2. As required by Section 143(3) of the Act, we report (i) With respect to the other matters to be included in understanding, whether recorded in
use of the going concern basis of accounting and, that: the Auditor’s Report in accordance with Rule 11 of writing or otherwise, that the Company
based on the audit evidence obtained, whether the Companies (Audit and Auditors) Rules, 2014, shall, whether, directly or indirectly, lend
a material uncertainty exists related to events or (a) We have sought and obtained all the information as amended in our opinion and to the best of our or invest in other persons or entities
conditions that may cast significant doubt on the and explanations which to the best of our information and according to the explanations identified in any manner whatsoever
Company’s ability to continue as a going concern. knowledge and belief were necessary for the given to us: by or on behalf of the Funding Party
If we conclude that a material uncertainty exists, we purposes of our audit; (“Ultimate Beneficiaries”) or provide any
are required to draw attention in our auditor’s report i. The Company has disclosed the impact of guarantee, security or the like on behalf
to the related disclosures in the financial statements (b) In our opinion, proper books of account as pending litigations on its financial position of the Ultimate Beneficiaries; and
or, if such disclosures are inadequate, to modify our required by law have been kept by the Company in its standalone financial statements –
opinion. Our conclusions are based on the audit so far as it appears from our examination of Refer Note 31(A) to the standalone financial c) Based on such audit procedures
evidence obtained up to the date of our auditor’s those books, except that back-up of books and statements; performed that have been considered
report. However, future events or conditions may cause records (i.e. employee reimbursement system) reasonable and appropriate in the
the Company to cease to continue as a going concern. maintained in electronic mode has not been ii. The Company has made provision, circumstances, nothing has come to our
maintained on servers physically located in as required under the applicable law notice that has caused us to believe that
• Evaluate the overall presentation, structure and content India on a daily basis as mentioned in Note 45 of or accounting standards, for material the representations under sub-clause
of the standalone financial statements, including the standalone financial statements; foreseeable losses, if any, on long-term (a) and (b) contain any material
disclosures, and whether the standalone financial contracts including derivative contracts – misstatement.
statements represent the underlying transactions and (c) The Balance Sheet, the Statement of Profit Refer Note 9(b) and 17(b) to the standalone
events in a manner that achieves fair presentation. and Loss including the Statement of Other financial statements; v. a) The final dividend paid by the Company
Comprehensive Income, the Cash Flow Statement during the year in respect of the same
We communicate with those charged with governance and Statement of Changes in Equity dealt with by iii. There has been no delay in transferring declared for the previous year is in
regarding, among other matters, the planned scope and this Report are in agreement with the books of amounts, required to be transferred, to the accordance with section 123 of the Act
timing of the audit and significant audit findings, including account; Investor Education and Protection Fund by to the extent it applies to payment of
any significant deficiencies in internal control that we the Company; dividend.
identify during our audit. (d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards iv. a) The management has represented b) As stated in note 15(b) to the standalone
We also provide those charged with governance specified under Section 133 of the Act, read with that, to the best of its knowledge financial statements, the Board
with a statement that we have complied with relevant Companies (Indian Accounting Standards) Rules, and belief, other than as disclosed of Directors of the Company have
ethical requirements regarding independence, and 2015, as amended; in the note 32(B) to the standalone proposed final dividend for the year
to communicate with them all relationships and other financial statements, no funds have which is subject to the approval of the
matters that may reasonably be thought to bear on our (e) On the basis of the written representations been advanced or loaned or invested members at the ensuing Annual General
independence, and where applicable, related safeguards. received from the directors as on March 31, 2023 (either from borrowed funds or share Meeting. The dividend declared is in
taken on record by the Board of Directors, none of premium or any other sources or kind accordance with section 123 of the Act
From the matters communicated with those charged with the directors is disqualified as on March 31, 2023 of funds) by the Company to or in any to the extent it applies to declaration of
governance, we determine those matters that were of from being appointed as a director in terms of other person(s) or entity(ies), including dividend; and
most significance in the audit of the standalone financial Section 164 (2) of the Act; foreign entities (“Intermediaries”),
statements for the financial year ended March 31, 2023 with the understanding, whether vi. As proviso to Rule 3(1) of the Companies
and are therefore the key audit matters. We describe these (f) The qualification relating to the maintenance of recorded in writing or otherwise, that (Accounts) Rules, 2014 is applicable for the
matters in our auditor’s report unless law or regulation accounts and other matters connected therewith the Intermediary shall, whether, directly Company only w.e.f. April 1, 2023, reporting
precludes public disclosure about the matter or when, in are as stated in paragraph (b) above. or indirectly lend or invest in other under this clause is not applicable.
extremely rare circumstances, we determine that a matter persons or entities identified in any
should not be communicated in our report because the (g) With respect to the adequacy of the internal manner whatsoever by or on behalf of
adverse consequences of doing so would reasonably be financial controls with reference to these the Company (“Ultimate Beneficiaries”) For S R B C & CO LLP
expected to outweigh the public interest benefits of such standalone financial statements and the operating or provide any guarantee, security Chartered Accountants
communication. effectiveness of such controls, refer to our or the like on behalf of the Ultimate ICAI Firm Registration Number: 324982E/E300003
separate Report in “Annexure 2” to this Report; Beneficiaries;
Report on Other Legal and Regulatory per Vaibhav Kumar Gupta
Requirements (h) In our opinion, the managerial remuneration for b) The management has represented Partner
1. As required by the Companies (Auditor’s Report) the year ended March 31, 2023 has been paid that, to the best of its knowledge and Membership No.: 213935
Order, 2020 (“the Order”), issued by the Central / provided by the Company to its directors in belief, no funds have been received UDIN: 23213935BGYWXW7010
Government of India in terms of sub-section (11) of accordance with the provisions of section 197 by the Company from any person(s)
section 143 of the Act, we give in the “Annexure 1” a read with Schedule V to the Act; or entity(ies), including foreign Place: Pune
statement on the matters specified in paragraphs 3 and entities (“Funding Parties”), with the Date: May 17, 2023
4 of the Order.

Annexure 1 as referred to in paragraph 1 under the heading ‘Report on Other Legal (b) During the year, the investments made, (v) The Company has neither accepted any deposits
and Regulatory Requirements’ of our report of even date guarantees provided, security given and the from the public nor accepted any amounts which are
terms and conditions of the grant of all loans and deemed to be deposits within the meaning of sections
advances in the nature of loans and guarantees 73 to 76 of the Companies Act and the rules made
Re: Thermax Limited (“the Company”) (e) There are no proceedings initiated or are to companies, firms, Limited Liability Partnerships thereunder, to the extent applicable. Accordingly, the
pending against the Company for holding any or any other parties are not prejudicial to the requirement to report on clause 3(v) of the Order is not
In terms of the information and explanations sought by us
benami property under the Prohibition of Benami Company’s interest. applicable to the Company.
and given by the company and the books of account and
Property Transactions Act, 1988 and rules made (c) The Company has granted loans and/ or
records examined by us in the normal course of audit and to
thereunder. (vi) We have broadly reviewed the books of account
the best of our knowledge and belief, we state that: advance in the nature of loans during the year to
maintained by the Company pursuant to the rules
companies, firms, Limited Liability Partnerships
(ii) (a) The inventory has been physically verified by made by the Central Government for the maintenance
(i) (a) (A) The Company has maintained proper or any other parties where the schedule of
the management during the year except for of cost records under section 148(1) of the Act, related
records showing full particulars, including repayment of principal and payment of interest
inventories lying with third parties. In our opinion, to the manufacture or service of ‘inorganic chemical,
quantitative details and situation of Property, has been stipulated and the repayment or receipts
the frequency of verification by the management organic or inorganic compounds of precious metals,
Plant and Equipment. are regular.
is reasonable and the coverage and procedure for rare-earth metals of radioactive elements or isotopes,
(B) The Company has maintained proper such verification is appropriate. Inventories lying (d) There are no amounts of loans and advances in and organic chemicals’, ‘plastic and polymers’,
records showing full particulars of intangibles with third parties have been confirmed by them the nature of loans granted to companies, firms, ‘other machinery’ and ‘electricals or electronic
assets. as on March 31, 2023 and no discrepancies limited liability partnerships or any other parties machinery’, and are of the opinion that prima facie, the
were noticed. Discrepancies of 10% or more in which are overdue for more than ninety days. specified accounts and records have been made and
(b) All Property, Plant and Equipment have not been
aggregate for each class of inventory were not maintained. We have not, however, made a detailed
physically verified by the management during (e) There were no loans or advance in the nature of
noticed in respect of such physical verification examination of the same.
the year but there is a regular programme of loan granted to companies, firms, Limited Liability
verification which, in our opinion, is reasonable and confirmations. Partnerships or any other parties which was fallen
(vii) (a) The Company is regular in depositing with
having regard to the size of the Company and the due during the year, that have been renewed
(b) As disclosed in note 20 to the standalone financial appropriate authorities undisputed statutory
nature of its assets. No material discrepancies or extended or fresh loans granted to settle the
statements, the Company has been sanctioned dues including goods and services tax, provident
were noticed on such verification. overdues of existing loans given to the same
working capital limits in excess of Rs. 5 crores in fund, employees’ state insurance, income-tax,
parties.
(c) The title deeds of all the immovable properties aggregate from banks and/ or financial institutions duty of customs, cess and other statutory dues
(other than properties where the Company is during the year on the basis of security of current (f) The Company has not granted any loans or applicable to it. The provisions relating to sales
the lessee and the lease agreements are duly assets of the Company. Based on the records advances in the nature of loans, either repayable on tax, service tax, duty of excise and value added
executed in favour of the lessee) are held in the examined by us in the normal course of audit of demand or without specifying any terms or period tax are not applicable to this Company.
name of the Company. the standalone financial statements, the quarterly of repayment to companies, firms, Limited Liability
returns/ statements filed by the Company with Partnerships or any other parties. Accordingly, the According to the information and explanations
(d) The Company has not revalued its Property, Plant
such banks and financial institutions are in requirement to report on clause 3(iii)(f) of the Order given to us and based on audit procedures
and Equipment (including Right of use assets) or
agreement with the unaudited books of accounts is not applicable to the Company. performed by us, no undisputed amounts
intangible assets during the year ended March 31,
of the Company. payable in respect of these statutory dues were
2023. (iv) Loans, investments, guarantees and security in respect
outstanding, at the year end, for a period of
of which provisions of sections 185 and 186 of the
(iii) (a) During the year the Company has provided loans, advances in the nature of loans, stood guarantee and provided more than six months from the date they became
Companies Act, 2013 (“the Act”) are applicable have
security to companies, firms, Limited Liability Partnership or any other parties as follows: payable.
been complied with by the Company.
Guarantees Security Loans Advances in
nature of loans (b) The dues of goods and services tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax,
duty of custom, duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of
Aggregate amount granted/ provided during the year
Subsidiaries 6.46 215.53 341.00 Nil any dispute, are as follows:
Joint Ventures Nil Nil Nil Nil Name of the Nature of Disputed dues, not Period to which the Forum where the dispute is
Associates Nil Nil Nil Nil statute the deposited*^ amount relates pending
Others Nil Nil 1.26 Nil dues (Rs. In Crores)
Balance outstanding as at balance sheet date in respect Central Excise Excise Duty - FY 1997-98 High Court
of above cases* Act, 1944 [net of deposit Rs. 1.59]
Subsidiaries 6.46 106.89 169.00 Nil
2.93 FY 2015-16, 2017-18, Appellate Tribunal
Joint Ventures Nil Nil Nil Nil
[net of deposit Rs. 0.15] 2020-21
Associates Nil Nil Nil Nil
Others Nil Nil 0.97 Nil Income Tax Income Tax 3.36 AY 2002-03, AY 2005-06 High Court
Act, 1961 [net of advance Rs. 13.54] to 2009-10
* excluding interest accrued but not due 18.23 AY 2017-18 and AY 2018- Commissioner of Income Tax
Also refer note 32(A) for details of non-funding facilities issued to subsidiaries [net of advance Rs. 31.94] 19 to AY 2021-22 (Appeals)

Name of the Nature of Disputed dues, not Period to which the Forum where the dispute is report on clause 3(xii)(a) to (c) of the Order is not (xix) On the basis of the financial ratios disclosed in note
statute the deposited*^ amount relates pending applicable to the Company. 38 to the standalone financial statements, ageing
dues (Rs. In Crores) and expected dates of realisation of financial assets
Central Sales Sales Tax 0.19 FY 2000-01, 2001-02 High Court (xiii) Transactions with the related parties are in compliance and payment of financial liabilities, other information
Tax and Local and Value [net of deposit Rs. Nil] with sections 177 and 188 of Companies Act, 2013 accompanying the standalone financial statements,
Sales Tax Added Tax where applicable and the details have been disclosed our knowledge of the Board of Directors and
9.57 FY 2003- 04, 2006-07, Appellate Tribunal
[net of deposit Rs. Nil] 2007-08, 2009-10, 2010- in the notes to the standalone financial statements, as management plans and based on our examination of
11, 2016-17 required by the applicable accounting standards. the evidence supporting the assumptions, nothing has
come to our attention, which causes us to believe that
6.77 FY 2004-05, 2006-07, Appellate Authority upto
(xiv) (a) The Company has an internal audit system any material uncertainty exists as on the date of the
[net of deposit Rs. 0.44] 2010-11 to 2017-18 Commissioner Level
commensurate with the size and nature of its audit report that Company is not capable of meeting its
Finance Act, Service Tax 2.01 FY 2017-18 Appellate Tribunal
business. liabilities existing at the date of balance sheet as and
1994 [net of deposit Rs. 0.03]
when they fall due within a period of one year from the
Customs Act, Custom - FY 2005-06 Supreme Court (b) The Company follows a July to June internal audit balance sheet date. We, however, state that this is not
1962 Duty [net of deposit Rs. 0.56]
cycle and accordingly the internal audit reports an assurance as to the future viability of the Company.
0.74 FY 2005-06 Appellate Authority upto of the Company for the period under audit and We further state that our reporting is based on the
[net of deposit Rs. 0.02] Commissioner Level issued till the date of our audit report, have been facts up to the date of the audit report and we neither
considered by us. As informed to us, the internal give any guarantee nor any assurance that all liabilities
*net of advances/ deposits paid under protest
audit for remaining areas / scope is expected to falling due within a period of one year from the balance
êxcluding the interest and penalty thereon
be completed post issue of our audit report on sheet date, will get discharged by the Company as and
these standalone financial statements. when they fall due.
(viii) The Company has not surrendered or disclosed any to report on clause 3(ix)(f) of the Order is not
transaction, previously unrecorded in the books of applicable to the Company.
(xv) The Company has not entered into any non-cash (xx) (a) In respect of other than ongoing projects, there
account, in the tax assessments under the Income Tax
transactions with its directors or persons connected are no unspent amounts that are required to be
Act, 1961 as income during the year. Accordingly, the (x) (a) The Company has not raised any money during
with its directors and hence requirement to report transferred to a fund specified in Schedule VII of
requirement to report on clause 3(viii) of the Order is the year by way of initial public offer/ further public
on clause 3(xv) of the Order is not applicable to the the Act, in compliance with second proviso to sub
not applicable to the Company. offer (including debt instruments). Hence, the
Company. section 5 of section 135 of the Act. This matter has
requirement to report on clause 3(x)(a) of the
been disclosed in note 28(c) to the standalone
(ix) (a) The Company has not defaulted in repayment of Order is not applicable to the Company.
(xvi) (a) The provisions of section 45-IA of the Reserve financial statements.
loans or other borrowings or in the payment of
Bank of India Act, 1934 (2 of 1934) are not
interest thereon to any lender. (b) The Company has not made any preferential
applicable to the Company. Accordingly, the (b) There are no unspent amounts in respect
allotment or private placement of shares/ fully
requirement to report on clause 3(xvi)(a) of the of ongoing projects, that are required to be
(b) The Company has not been declared wilful or partially or optionally convertible debentures
Order is not applicable to the Company. transferred to a special account in compliance
defaulter by any bank or financial institution or during the year under audit and hence, the
of provision of sub section (6) of section 135 of
government or any government authority. requirement to report on clause 3(x)(b) of the
(b) The Company is not engaged in any Non-Banking Companies Act. This matter has been disclosed in
Order is not applicable to the Company.
Financial or Housing Finance activities. note 28(c) to the standalone financial statements.
(c) The Company did not have any term loans
Accordingly, the requirement to report on clause
outstanding during the year hence, the (xi) (a) No fraud by the Company or no material fraud on
3(xvi)(b) of the Order is not applicable to the (xxi) The requirement of Clause 3(xxi) of the Order is not
requirement to report on clause 3(ix)(c) of the the Company has been noticed or reported during
Company. applicable to the standalone financial statements.
Order is not applicable to the Company. the year.
As regards, remarks by the respective auditors in the
(c) The Company is not a Core Investment Company Companies (Auditors Report) Order (CARO) reports of
(d) On an overall examination of the standalone (b) During the year, no report under sub-section
as defined in the regulations made by Reserve the companies included in the consolidated financial
financial statements of the Company, no funds (12) of section 143 of the Act has been filed by
Bank of India. Accordingly, the requirement to statements, refer the Independent Auditor’s Report on
raised on short-term basis have been used for cost auditor/ secretarial auditor or by us in Form
report on clause 3(xvi)(c) of the Order is not consolidated financial statements.
long-term purposes by the Company. ADT-4 as prescribed under Rule 13 of Companies
applicable to the Company.
(Audit and Auditors) Rules, 2014 with the Central
For S R B C & CO LLP
(e) On an overall examination of the standalone Government.
(d) The Group has one Core Investment Company as Chartered Accountants
financial statements of the Company, the
part of the Group. ICAI Firm Registration Number: 324982E/E300003
Company has not taken any funds from any entity (c) We have taken into consideration the whistle
or person on account of or to meet the obligations blower complaints received by the Company
(xvii) The Company has not incurred cash losses in the per Vaibhav Kumar Gupta
of its subsidiaries or associates. during the year while determining the nature,
current and preceding financial year. Partner
timing and extent of audit procedures.
Membership No.: 213935
(f) The Company has not raised loans during the year
(xviii) There has been no resignation of the statutory UDIN: 23213935BGYWXW7010
on the pledge of securities held in its subsidiaries (xii) The Company is not a Nidhi Company as per the
auditors during the year and accordingly requirement
or associate companies. Hence, the requirement provisions of the Act. Therefore, the requirement to
to report on Clause 3(xviii) of the Order is not Place: Pune
applicable to the Company. Date: May 17, 2023

Annexure 2 as referred to in paragraph 2(g) under heading “Report on Other Legal Inherent Limitations of Internal Financial standalone financial statements and such internal financial
and Regulatory Requirements” to the Independent Auditor’s Report of even date on Controls with reference to Standalone controls with reference to standalone financial statements
were operating effectively as at March 31, 2023, based
the Standalone Financial Statements of Thermax Limited Financial Statements on the internal control over financial reporting criteria
Because of the inherent limitations of internal financial established by the Company considering the essential
Report on the Internal Financial Controls Our audit involves performing procedures to obtain audit
controls with reference to standalone financial statements,
evidence about the adequacy of the internal financial components of internal control stated in the Guidance Note
under Clause (i) of Sub-section 3 of including the possibility of collusion or improper
controls with reference to these standalone financial issued by the ICAI.
Section 143 of the Companies Act, 2013 statements and their operating effectiveness. Our audit management override of controls, material misstatements
(“the Act”) of internal financial controls with reference to standalone due to error or fraud may occur and not be detected. For S R B C & CO LLP
We have audited the internal financial controls with financial statements included obtaining an understanding Also, projections of any evaluation of the internal financial Chartered Accountants
reference to standalone financial statements of Thermax of internal financial controls with reference to these controls with reference to standalone financial statements ICAI Firm Registration Number: 324982E/E300003
Limited (“the Company”) as of March 31, 2023 in conjunction standalone financial statements, assessing the risk that a to future periods are subject to the risk that the internal
with our audit of the standalone financial statements of the material weakness exists, and testing and evaluating the financial control with reference to standalone financial per Vaibhav Kumar Gupta
Company for the year ended on that date. statements may become inadequate because of changes Partner
design and operating effectiveness of internal control based
in conditions, or that the degree of compliance with the Membership No.: 213935
on the assessed risk. The procedures selected depend on
policies or procedures may deteriorate. UDIN: 23213935BGYWXW7010
Management’s Responsibility for the auditor’s judgement, including the assessment of the
Internal Financial Controls risks of material misstatement of the financial statements,
Place: Pune
whether due to fraud or error. Opinion
The Company’s Management is responsible for establishing Date: May 17, 2023
In our opinion, the Company has, in all material respects,
and maintaining internal financial controls based on the
We believe that the audit evidence we have obtained is adequate internal financial controls with reference to
internal control over financial reporting criteria established
sufficient and appropriate to provide a basis for our audit
by the Company considering the essential components of
opinion on the Company’s internal financial controls with
internal control stated in the Guidance Note on Audit of Internal
reference to these standalone financial statements.
Financial Controls Over Financial Reporting (the “Guidance
note”) issued by the Institute of Chartered Accountants of
India (“ICAI”). These responsibilities include the design, Meaning of Internal Financial Controls
implementation and maintenance of adequate internal with reference to these Standalone
financial controls that were operating effectively for ensuring Financial Statements
the orderly and efficient conduct of its business, including A company’s internal financial controls with reference to
adherence to the Company’s policies, the safeguarding of standalone financial statements is a process designed
its assets, the prevention and detection of frauds and errors, to provide reasonable assurance regarding the reliability
the accuracy and completeness of the accounting records, of financial reporting and the preparation of financial
and the timely preparation of reliable financial information, as statements for external purposes in accordance with
required under the Companies Act, 2013. generally accepted accounting principles. A company’s
internal financial controls with reference to standalone
Auditor’s Responsibility financial statements includes those policies and procedures
Our responsibility is to express an opinion on the that (1) pertain to the maintenance of records that,
Company’s internal financial controls with reference to in reasonable detail, accurately and fairly reflect the
these standalone financial statements based on our audit. transactions and dispositions of the assets of the company;
We conducted our audit in accordance with the Guidance (2) provide reasonable assurance that transactions are
Note and the Standards on Auditing, as specified under recorded as necessary to permit preparation of financial
section 143(10) of the Act, to the extent applicable to an statements in accordance with generally accepted
audit of internal financial controls, both issued by ICAI. accounting principles, and that receipts and expenditures
Those Standards and the Guidance Note require that we of the company are being made only in accordance
comply with ethical requirements and plan and perform with authorisations of management and directors of the
the audit to obtain reasonable assurance about whether company; and (3) provide reasonable assurance regarding
adequate internal financial controls with reference to these prevention or timely detection of unauthorised acquisition,
standalone financial statements was established and use, or disposition of the company’s assets that could have
maintained and if such controls operated effectively in all a material effect on the financial statements.
material respects.

STANDALONE BALANCE SHEET STANDALONE STATEMENT OF PROFIT AND LOSS

Particulars Note As at As at Particulars Note Year ended Year ended

No. March 31, 2023 March 31, 2022 No. March 31, 2023 March 31, 2022
Assets Income
I. Non-current assets
Property, plant and equipment 4 (a) 625.83 649.90 Revenue from operations 21 5,141.16 4,015.39
Capital work-in-progress 4 (a) 44.91 14.97 Other income 22 136.34 124.56
Right-of-use assets 4 (b) 67.04 68.67
Intangible assets 4 (c) 20.93 27.53
Total Income (I) 5,277.50 4,139.95
Investments in subsidiaries 5 (a) 780.21 682.85 Expenses
Investments in associates 5 (b) 16.50 6.50 Cost of raw materials and components consumed 23 2,848.01 2,342.29
Financial assets:
(a) Investments 6 (a) 289.30 771.60 Purchase of traded goods 143.29 108.84
(b) Trade receivables 7 (a) 112.94 173.51 (Increase)/Decrease in inventories of finished goods, work-in-progress and traded 24 (12.29) (46.81)
(c) Loans 8 (a) 2.68 2.74 goods
(d) Other assets 9 (a) 10.16 34.17
Deferred tax assets (net) 10 47.86 48.64 Employee benefits expense 25 563.65 477.81
Income tax assets (net) 172.18 153.45 Finance cost 26 19.58 13.33
Other assets 11 (a) 50.53 73.55
Total non-current assets 2,241.07 2,708.08 Depreciation and amortisation expense 27 73.15 67.19
II. Current assets Other expenses 28 (a) 1,217.82 907.24
Inventories 12 390.78 370.35 Total expenses (II) 4,853.21 3,869.89
Financial assets:
(a) Investments 6 (b) 1,183.88 534.30 Profit before exceptional items and tax (III) = (I-II) 424.29 270.06
(b) Trade receivables 7 (b) 1,210.22 953.37 Exceptional items [Gain/(Loss)] (IV) 42 7.20 (14.00)
(c) Cash and cash equivalents 13 (a) 120.82 128.60
(d) Bank balances other than (c) above 13 (b) 287.66 312.97
Profit before tax (V) = (III - IV) 431.49 256.06
(e) Loans 8 (b) 171.87 1.49 Tax expense 10
(f) Other assets 9 (b) 216.48 172.45 Current tax 98.91 52.05
Other assets 11 (b) 322.00 243.86
Total current assets 3,903.71 2,717.39 Deferred tax (net) 3.32 3.22
III. Assets classified as held for sale 43 6.53 - Total tax expense (VI) 102.23 55.27
Total assets 6,151.31 5,425.47
Equity and liabilities
Profit for the year (VII) = (V - VI) 329.26 200.79
IV. Equity Other comprehensive income (OCI)
Equity share capital 14 23.83 23.83 A. Items that will be reclassified subsequently to profit or loss 30
Other equity 15 3,193.93 2,977.17
Total equity 3,217.76 3,001.00 Net gain on cash flow hedge 0.28 0.24
V. Non-current liabilities Less: Income tax effect (0.07) (0.06)
Financial liabilities:
(a) Lease liabilities 31 (c) 2.51 3.89 0.21 0.18
(b) Trade payables 16 (a) 34.45 59.78 B. Items that will not be reclassified subsequently to profit or loss 30
(c) Other liabilities 17 (a) - 1.08 Re-measurement gain/(loss) of defined benefit plan (10.68) 5.43
Provisions 18 (a) 24.08 18.06
Other liabilities 19 (a) - 21.42 Less: Income tax effect 2.69 (1.37)
Total non-current liabilities 61.04 104.23 (7.99) 4.06
VI. Current liabilities
Financial liabilities: Net other comprehensive income for the year (net of tax) (7.78) 4.24
(a) Borrowings 20 220.00 180.00 Total comprehensive income for the year 321.48 205.03
(b) Lease liabilities 31 (c) 1.66 1.40 Earning per equity share [Nominal value per share Rs. 2/- each 29
(c) Trade payables 16 (b)
Total outstanding dues of micro and small enterprises 347.28 271.75 (March 31, 2022: Rs. 2/-)]
Total outstanding dues of creditors other than micro and small enterprises 690.80 703.59 Basic 27.63 16.85
(d) Other liabilities 17 (b) 88.65 73.84
Provisions 18 (b) 111.58 127.59
Diluted 27.63 16.85
Other liabilities 19 (b) 1,394.05 940.74 Summary of significant accounting policies 2
Income tax liabilities (net) 18.49 21.33 Summary of significant accounting judgements, estimates and assumptions 3
Total current liabilities 2,872.51 2,320.24
Total equity and liabilities 6,151.31 5,425.47 The accompanying notes are an integral part of these financial statements.
Summary of significant accounting policies 2
Summary of significant accounting judgements, estimates and assumptions 3 For S R B C & CO LLP For and on behalf of the Board of Directors of Thermax Limited
The accompanying notes are an integral part of these financial statements.
For S R B C & CO LLP For and on behalf of the Board of Directors of Thermax Limited ICAI Firm Reg No. 324982E/E300003 Meher Pudumjee Ashish Bhandari
Chartered Accountants Chairperson Managing Director and CEO
ICAI Firm Reg No. 324982E/E300003 Meher Pudumjee Ashish Bhandari DIN: 00019581 DIN: 05291138
DIN: 00019581 DIN: 05291138 per Vaibhav Kumar Gupta Rajendran Arunachalam Janhavi Khele
per Vaibhav Kumar Gupta Rajendran Arunachalam Janhavi Khele Membership No. 213935 Group Chief Financial Officer
Membership No. 213935 Group Chief Financial Officer Place: Pune Place: Pune
Date: May 17, 2023 Date: May 17, 2023
Date: May 17, 2023 Date: May 17, 2023

STANDALONE STATEMENT OF CHANGES IN EQUITY STANDALONE CASH FLOW STATEMENT

A Equity Share Capital ^ Particulars Note Year ended Year ended

No. March 31, 2023 March 31, 2022
Particulars Note No. March 31, 2023 March 31, 2022
A) Cash flows from operating activities
Balance at the beginning of the year 14 23.83 23.83
Profit before tax (after exceptional item) 431.49 256.06
Changes in equity shares capital during the year 14 - -
Balance at the end of the year 14 23.83 23.83
Adjustments to reconcile profit before tax to net cash flows
B Other Equity ^ Depreciation / Amortisation on Property, plant and equipment, 27 73.15 67.19
right-of-use assets and intangible assets
Particulars Reserves and Surplus Other Total Provision for impairment allowance of financial assets (net) 28 (a) 29.91 (3.53)
reserves other
equity Provision for advances (net) 28 (a) 2.92 2.84
General Share Capital Capital Retained Securities Total Effective
reserve based reserve redemption earnings premium portion of (Reversal)/ provision on account of impairment of investments in 42 (7.20) 14.00
payment reserve cash flow subsidiaries
reserve hedge Interest expense 26 13.04 6.86
reserve
Unwinding of discount on provisions 26 6.54 6.47
As at April 1, 2021 429.14 - 1.92 50.34 2,313.03 61.13 2,855.56 (0.01) 2,855.55
Unrealised foreign exchange (gain)/ loss (1.88) 3.19
Profit for the year - - - - 200.79 - 200.79 - 200.79
Interest income 22 (52.48) (38.65)
Other Comprehensive Income - - - - 4.06 - 4.06 0.18 4.24
(net) Dividend income 22 (7.09) (19.30)
Total comprehensive income - - - - 204.85 - 204.85 0.18 205.03 Liabilities no longer required written back 22 (9.89) (12.18)
Dividends paid - - - - (83.41) - (83.41) - (83.41) Fair value gain on financial instrument at fair value through profit and 22 (40.04) (37.89)
As at March 31, 2022 429.14 - 1.92 50.34 2,434.47 61.13 2,977.00 0.17 2,977.17 loss (net)
Loss/ (profit) on sale/ discard of assets (net) 28 (a) 3.53 (7.74)
Profit for the year - - - - 329.26 - 329.26 - 329.26 Share based payment expenses 25 2.05 -
Other Comprehensive Income - - - - (7.99) - (7.99) 0.21 (7.78)
(net) Working capital adjustments
Total comprehensive income - - - - 321.27 - 321.27 0.21 321.48
(Increase)/ decrease in trade receivables (223.52) (201.53)
Dividends paid - - - - (107.24) - (107.24) - (107.24)
(Increase)/ decrease in inventories (20.43) (124.41)
Share based payments - 2.52 - - - - 2.52 - 2.52
(Increase)/ decrease in other financial assets (43.75) (25.40)
As at March 31, 2023 429.14 2.52 1.92 50.34 2,648.50 61.13 3,193.55 0.38 3,193.93
(Increase)/ decrease in other assets (80.23) 51.84
^ There are no adjustments on account of prior period errors or due to changes in accounting policies. (Decrease)/ increase in trade payables 46.93 161.11
For S R B C & CO LLP For and on behalf of the Board of Directors of Thermax Limited (Decrease)/ increase in other liabilities 417.68 55.24
Chartered Accountants (Decrease)/ increase in provisions (16.53) 21.55
Chairperson Managing Director and CEO (Decrease)/ increase in other financial liabilities 14.88 (0.15)
DIN: 00019581 DIN: 05291138 Cash generated from operations 539.08 175.57
Direct taxes paid (net of refunds received) (120.40) (81.70)
Partner Executive Vice President and Company Secretary Net cash flows from operating activities 418.68 93.87
Membership No. 213935 Group Chief Financial Officer
Place: Pune Place: Pune B) Cash flows from/ (used in) investing activities
Date: May 17, 2023 Date: May 17, 2023 Purchase of property, plant and equipment, right-of-use assets and (49.22) (31.85)
intangible assets (net of disposal)
Investment in subsidiaries (89.68) (103.91)
Investment in associates (10.00) (6.50)
Redemption of Preference share in subsidiary - 12.00
Loans given to subsidiaries (Net of repayments) (168.49) 76.00
Investment in fixed deposits and other investments (net) (56.59) (137.01)
Interest and dividend received 36.35 91.10
Net cash flows from/ (used in) investing activities (337.63) (100.17)

STANDALONE CASH FLOW STATEMENT NOTES TO STANDALONE FINANCIAL STATEMENTS

Particulars Note Year ended Year ended 1. Corporate Information The accounting policies adopted for preparation
No. March 31, 2023 March 31, 2022 and presentation of these standalone financial
Thermax Limited (‘the Company’) is a leading energy and
C) Cash flows from/(used in) financing activities statements have been consistently applied except
environment solutions provider. The Company’s portfolio
for changes resulting from amendments to Ind
(Repayment)/ proceeds from borrowings (net) 40.00 39.25 includes boilers and heaters, absorption chillers/ heat
AS issued by the Ministry of Corporate Affairs,
Interest paid (13.04) (6.86) pumps, power plants, solar equipment, air pollution control
effective for financial years beginning on or after
Dividend paid (107.33) (83.41) equipment/system, water and waste recycle plant, ion
April 1, 2022 as disclosed in note 2.2.
Payment of lease liability (1.12) (1.62) exchange resins and performance chemicals and related
services.
Net cash flows from/ (used in) financing activities (81.49) (52.64) (b) Basis of measurement
The standalone financial statements have been
The Company is a public limited company incorporated
Net increase / (decrease) in cash and cash equivalents (0.44) (58.94) prepared on the accrual and going concern
and domiciled in India. It is listed on the BSE Limited (BSE)
Cash and cash equivalents at the beginning of the year 121.26 180.20 basis under historical cost convention except the
and National Stock Exchange Limited (NSE) in India.
Cash and cash equivalents at the end of the year 120.82 121.26 following:
The address of its registered office is D-13, MIDC Industrial
Area, R.D. Aga Road, Chinchwad, Pune- 411019, India. • Derivative financial instruments;
Reconciliation of cash and cash equivalents as per the cash flow statement: The Board of Directors have authorised to issue these
• Certain financial assets and liabilities measured
Particulars Note March 31, 2023 March 31, 2022 standalone financial statements on May 17, 2023. The CIN
at fair value (refer accounting policy regarding
No. of the Company is L29299PN1980PLC022787.
financial instruments); and
Cash and cash equivalents 13 (a) 120.82 128.60
Book overdraft 17 (b) - (7.34) 2. Significant Accounting Policies • Defined benefit plans whereby the plan assets
are measured at fair value.
Balances as per Cash flow statement 120.82 121.26 2.1. Basis of preparation and measurement
(a) Basis of preparation 2.2. Changes in accounting policies and
For S R B C & CO LLP For and on behalf of the Board of Directors of Thermax Limited These standalone financial statements have
Chartered Accountants disclosures
been prepared in accordance with the Indian
ICAI Firm Reg No. 324982E/E300003 Meher Pudumjee Ashish Bhandari The Company applied for the first-time certain
Chairperson Managing Director and CEO Accounting Standards (Ind AS), notified under
DIN: 00019581 DIN: 05291138 the Companies (Indian Accounting Standards) standards and amendments, which are effective for
Rules, 2015 (as amended from time to time) annual periods beginning on or after April 01, 2022.
Partner Executive Vice President and Company Secretary and presentation requirements of Division II of
Membership No. 213935 Group Chief Financial Officer Schedule III to the Companies Act, 2013, (Act) as The Ministry of Corporate Affairs has notified
applicable to the standalone financial statements. Companies (Indian Accounting Standard) Amendment
Place: Pune Place: Pune Rules 2022 dated March 23, 2022, to amend the
Date: May 17, 2023 Date: May 17, 2023
The preparation of the standalone financial following Ind AS which are effective from April 01, 2022.
statements requires the use of certain critical
accounting judgements, estimates and (i) Onerous Contracts – Costs of Fulfilling a
assumptions. It also requires the management Contract – Amendments to Ind AS 37
to exercise judgment in the process of applying An onerous contract is a contract under which the
the Company’s accounting policies. The areas unavoidable of meeting the obligations under the
involving a higher degree of judgment or contract costs (i.e., the costs that the Company
complexity, or areas where assumptions and cannot avoid because it has the contract) exceed
estimates are significant to the standalone the economic benefits expected to be received
financial statements are disclosed in note 3. under it.
The employee welfare trusts (including an ESOP The amendments specify that when assessing
trust) being separate legal entities, are not whether a contract is onerous or loss-making,
considered for the purpose of consolidation in the an entity needs to include costs that relate
standalone financial statements. However, these directly to a contract to provide goods or services
trusts have been consolidated in the consolidated including both incremental costs (e.g., the costs
financial statements under Ind AS 110. of direct labour and materials) and an allocation
of costs directly related to contract activities

NOTES TO STANDALONE FINANCIAL STATEMENTS NOTES TO STANDALONE FINANCIAL STATEMENTS

(e.g., depreciation of equipment used to fulfil The terms of the liability that could, at the option • in the principal market for the asset or liability, and risks of the asset or liability and the level of
the contract and costs of contract management of the counterparty, result in its settlement by or the fair value hierarchy as explained above.
and supervision). General and administrative the issue of equity instruments do not affect its
• in the absence of a principal market, in the
costs do not relate directly to a contract and are classification. The Company classifies all other This note summarises accounting policy for fair
most advantageous market for the asset or
excluded unless they are explicitly chargeable liabilities as non-current. value. Other fair value related disclosures are
liability
to the counterparty under the contract. There is given in the relevant notes.
no material impact on financial statements of the Deferred tax assets and liabilities are classified as
The principal or the most advantageous market • Disclosures for significant judgements,
Company. non-current assets and liabilities.
must be accessible by the Company. The fair estimates and assumptions (note 3)
value of an asset or a liability is measured using
2.2.1. Others The operating cycle is the time between the • Quantitative disclosures of fair value
the assumptions that market participants would
Several amendments and interpretations apply for the acquisition of assets for processing and their measurement hierarchy (note 36)
use when pricing the asset or liability, assuming
first time in the year ended March 31, 2023, but do not realisation in cash and cash equivalents.
that market participants act in their economic best • Financial instruments (including those carried
have a material impact on financial statements of the The Company has identified twelve months as its
interest. at amortised cost) (note 36)
Company. operating cycle.
A fair value measurement of a non-financial asset For assets and liabilities that are recognised in
2.3. Summary of significant accounting b. Foreign currencies
takes into account a market participant’s ability to the financial statements on a recurring basis,
The Company’s standalone financial statements
policies generate economic benefits by using the asset in the Company determines whether transfers
are prepared in INR, which is also the functional
a. Current and non-current classification its highest and best use or by selling it to another have occurred between levels in the hierarchy
currency of the Company.
The Company presents assets and liabilities in market participant that would use the asset in its by re-assessing categorisation (based on the
the balance sheet based on current/ non-current highest and best use. lowest level input that is significant to the fair value
Transactions and balances
classification. An asset is treated as current when measurement as a whole) at the end of each
Transactions in foreign currencies are initially
it is: The Company uses valuation techniques that are reporting period.
recorded at the functional currency spot rates
appropriate in the circumstances and for which
• Expected to be realised or intended to be sold at the date the transaction first qualifies for
sufficient data are available to measure fair value, d. Investments in subsidiaries
or consumed in normal operating cycle recognition. Monetary assets and liabilities
maximising the use of relevant observable inputs Investments in subsidiaries are carried at cost less
denominated in foreign currencies are translated
• Held primarily for the purpose of trading and minimising the use of unobservable inputs. accumulated impairment losses in the Company’s
at the functional currency spot rates of exchange
balance sheet. On disposal of such investments,
• Expected to be realised within twelve months at the reporting date. Exchange differences
All assets and liabilities for which fair value is the difference between disposal proceeds and
after the reporting period, or arising on settlement or translation of monetary
measured or disclosed in the standalone financial the carrying amounts of the investments are
items are recognised in the Statement of profit
• Cash or cash equivalent unless restricted from statements are categorised within the fair value recognised in the Statement of profit and loss.
and loss.
being exchanged or used to settle a liability hierarchy, described as follows, based on the
for at least twelve months after the reporting lowest level input that is significant to the fair value e. Investment in associates
Non-monetary items that are measured in
period. measurement as a whole: An associate is an entity over which the Company
terms of historical cost in a foreign currency are
has significant influence. Significant influence
translated using the exchange rates at the dates • Level 1 - Quoted (unadjusted) market prices in
All other assets are classified as non-current. is the power to participate in the financial and
of the initial transactions. active markets for identical assets or liabilities
operating policy decisions of the investee but is
A liability is current when: • Level 2 - Valuation techniques for which the not control or joint control over those policies.
c. Fair value measurement
lowest level input that is significant to the fair The considerations made in determining
• It is expected to be settled in normal operating The Company measures financial instruments,
value measurement is directly or indirectly whether significant influence exists are similar to
cycle such as, derivatives at fair value at each balance
observable those necessary to determine control over the
sheet date.
• It is held primarily for the purpose of trading subsidiaries. The Company’s investments in its
• Level 3 - Valuation techniques for which the
associates are accounted at cost.
• It is due to be settled within twelve months after Fair value is the price that would be received to lowest level input that is significant to the fair
the reporting period, or sell an asset or paid to transfer a liability in an value measurement is unobservable
f. Property, Plant and Equipment
orderly transaction between market participants
• There is no unconditional right to defer the Property, plant and equipment (PPE) and capital
at the measurement date. The fair value . For the purpose of fair value disclosures, the
settlement of the liability for at least twelve work in progress are stated at cost of acquisition
measurement is based on the presumption that Company has determined classes of assets and
months after the reporting period or construction net of accumulated depreciation
the transaction to sell the asset or transfer the liabilities on the basis of the nature, characteristics
and impairment loss, if any. All significant costs
liability takes place either:


relating to the acquisition and installation of PPE The residual values, useful lives and methods of asset when the Company can demonstrate all the carrying amount and fair value less costs to sell.
are capitalised. Subsequent costs/replacement depreciation of PPE are reviewed on a regular following: Costs to sell are the incremental costs directly
costs are included in the asset’s carrying basis and changes in estimates, when relevant, attributable to the disposal of an asset (disposal
• The technical feasibility of completing the
amount or recognised as a separate asset, as are accounted for on a prospective basis. group), excluding finance costs and income tax
intangible asset so that it will be available for
appropriate, only when it is probable that future expense.
use or sale
economic benefits associated with the item will g. Intangible assets
flow to the Company and the cost of the item can Intangible assets acquired separately are • Its intention to complete the asset The criteria for held for sale classification is
be measured reliably. The carrying amount of the measured on initial recognition at cost. The cost regarded as met only when the sale is highly
• Its ability to use or sell the asset
replaced part is derecognised. All other repairs of intangible assets acquired in a business probable, and the asset or disposal group
and maintenance are charged to the Statement combination is their fair value at the date of • How the asset will generate future economic is available for immediate sale in its present
of profit and loss during the financial year in which acquisition. Following initial recognition, intangible benefits condition. Actions required to complete the
they are incurred. assets are carried at cost less any accumulated sale/ distribution should indicate that it is unlikely
• The availability of adequate resources to
amortisation and accumulated impairment that significant changes to the sale will be made
complete the development and to use or sell
The Company identifies and determines cost of losses. Internally generated intangibles, excluding or that the decision to sell will be withdrawn.
the asset
each component/ part of the asset separately, capitalised development costs, are not capitalised Management must be committed to the sale and
if the component/ part has a cost which is and the related expenditure is reflected in the • The ability to measure reliably the expenditure the sale expected within one year from the date of
significant to the total cost of the asset and has Statement of profit and loss in the period in which attributable to the intangible asset during classification.
useful life that is materially different from that of the expenditure is incurred. development.
the remaining asset. For these purposes, sale transactions include
Intangible assets with finite lives are amortised Following the initial recognition of the exchanges of non-current assets for other
Depreciation on PPE is calculated on a straight over the useful economic life and assessed development expenditure as an asset, the non-current assets when the exchange has
line basis using the rates arrived at, based on for impairment whenever there is an indication cost model is applied requiring the asset commercial substance. The criteria for held for
the useful lives estimated by the management. that the intangible asset may be impaired. to be carried at cost less any accumulated sale classification is regarded met only when
The identified components are depreciated The amortisation period and the amortisation amortisation and accumulated impairment the assets or disposal group is available for
separately over their useful lives; the remaining method for an intangible asset with a finite useful losses, if any. Amortisation of the asset begins immediate sale in its present condition, subject
components are depreciated over the life of the life are reviewed at least at the end of each when development is complete and the asset is only to terms that are usual and customary for
principal asset. reporting period. Changes in the expected useful available for use. It is amortised on a straight line sales of such assets (or disposal groups), its sale
life or the expected pattern of consumption basis over the period of expected future benefit is highly probable; and it will genuinely be sold,
The management has estimated, supported of future economic benefits embodied in the from the related project, i.e., the estimated not abandoned. The Company treats sale of the
by independent assessment by professionals, asset are considered to modify the amortisation useful life subject to a maximum of ten years. asset or disposal group to be highly probable
the useful lives of certain classes of assets. period or method, as appropriate, and are Amortisation is recognised in the Statement of when:
The following useful lives are adopted by the treated as changes in accounting estimates. profit and loss unless such expenditure forms • The appropriate level of management is
management: The amortisation expense on intangible assets part of carrying value of another asset. During the committed to a plan to sell the asset (or
with finite lives is recognised in the Statement of period of development, the asset is tested for disposal group),
Asset category Company’s Useful impairment annually.
profit and loss unless such expenditure forms part
estimate of life as • An active programme to locate a buyer and
of carrying value of another asset.
useful life prescribed A summary of amortisation rates applied to the complete the plan has been initiated (if
(years) under Company’s intangible assets are as below:
Gains or losses arising from derecognition of an applicable),
Schedule
II (years) intangible asset are measured as the difference Asset category Life (years) • The asset (or disposal group) is being actively
Factory buildings 28 to 30 30 between the net disposal proceeds and the Technical know how 3 to 6 marketed for sale at a price that is reasonable
Other buildings 58 60 carrying amount of the asset and are recognised Computer software 3 to 5 in relation to its current fair value,
in the Statement of profit and loss when the asset
Plant and equipment 5 to 25 15 to 20 • The sale is expected to qualify for recognition
is derecognised. h. Non-current assets held for sale
Roads 5 to 30 5 to 10 as a completed sale within one year from the
The Company classifies non-current assets and
Office equipment 15 15 Research and development costs date of classification, and
disposal groups as held for sale if their carrying
Furniture and fixtures 15 10 Research costs are expensed as incurred. amounts will be recovered principally through • Actions required to complete the plan indicate
Computers and data 4 to 6 3 to 6 Development expenditure incurred on an a sale rather than through continuing use. that it is unlikely that significant changes to
processing units individual project is recognised as an intangible Non-current assets and disposal groups classified the plan will be made or that the plan will be
Vehicles 7 to 10 8
as held for sale are measured at the lower of their withdrawn.


Property, plant and equipment and intangible is probable. The Company has concluded price to each performance obligation in an cost-based measure of progress, the
are not depreciated, or amortised assets once that it is the principal in all of its revenue amount based on the estimated relative extent of progress towards completion
classified as held for sale. Assets and liabilities arrangements since it is the primary obligor standalone selling prices of the promised is measured based on the ratio of costs
classified as held for sale are presented in all the revenue arrangements as it has goods or services underlying each incurred to date to the total estimated costs
separately from other items in the balance sheet. pricing latitude and is also exposed to performance obligation. The Company uses at completion of the performance obligation.
inventory and credit risks. The Company the expected cost plus a margin approach to Revenues, including estimated profits,
i. Inventories collects goods and services tax on behalf of estimate the standalone selling price of each are recorded proportionally as costs are
Raw materials, components, stores and spares the government and, therefore, it is not an performance obligation in case of contracts incurred.
are valued at lower of cost and estimated net economic benefit flowing to the Company. with more than one distinct performance
realisable value. Cost includes cost of purchase Hence, it is excluded from revenue. obligations. The Company estimates variable
and other costs incurred in bringing the consideration amount which it expects to
inventories to their present location and condition. The disclosures of significant accounting The Company assesses for the timing of be entitled under the contract and includes
Cost is determined on a weighted average basis. judgements, estimates and assumptions revenue recognition in case of each distinct it in the transaction price to the extent it is
relating to revenue from contracts with performance obligation. The Company highly probable that a significant reversal of
Finished goods and work in progress are customers are provided in Note 3. first assesses whether the revenue can be cumulative revenue recognised will not occur
valued at lower of cost and net realisable value. recognised over a period of time if any of the and when the uncertainty associated with it
Cost includes direct materials and labour and a The Company has following streams of following criteria is met: is subsequently resolved. The estimates of
proportion of manufacturing overheads based on revenue: variable consideration and determination
(a) The customer simultaneously consumes
normal operating capacity. Cost is determined on of whether to include estimated amounts in
the benefits as the Company performs,
a weighted average basis. • Revenue from Engineering, the transaction price are based largely on an
or
Procurement and Construction assessment of the anticipated performance
Traded goods are valued at lower of cost and contracts and all information (historical, current and
(b) The customer controls the work-in-
net realisable value. Cost includes cost of Engineering, Procurement and Construction forecasted) that is reasonably available.
progress, or
purchase and other costs incurred in bringing the (EPC) contracts are contracts (or a group
inventories to their present location and condition. of contracts secured together) specifically Costs associated with bidding for contracts
(c) The Company’s performance does
Cost is determined on a weighted average basis. negotiated for the construction of an asset are charged to the Statement of profit and
not create an asset with alternative
which refers to any project for construction loss when they are incurred. Costs that relate
use to the Company and the Company
Net realisable value is the estimated selling of plants and systems, involving designing, directly to a contract and are incurred in
has right to payment for performance
price in the ordinary course of business, less engineering, fabrication, supply, erection securing the contract are included as part of
completed till date.
estimated costs of completion and estimated (or supervision thereof), commissioning, the contract costs if they can be separately
costs necessary to make the sale. Write down of guaranteeing performance thereof etc., identified and measured reliably and it is
The Company recognises revenue over time
inventories are calculated based on an analysis execution of which is spread over different probable that the contract will be obtained.
as it performs because of continuous transfer
of foreseeable changes in demand, technology, accounting periods. The Company identifies
of control to the customer. For all project
market conditions and ageing of inventories. distinct performance obligations in each Contract modification, when approved
contracts, this continuous transfer of control
contract. For most of the project contracts, by both the parties to the contract, are
to the customer is supported by the fact that
j. Revenue recognition the customer contracts with the Company to considered as modification, if it creates
the customer typically controls the work in
i. Revenue from contracts with provide a significant service of integrating a new or changes the existing enforceable
process as evidenced either by contractual
customers complex set of tasks and components into rights and obligations. Most of the contract
termination clauses or by the rights of the
Revenue from contracts with customers is a single project or capability. Hence, the modifications are not distinct from the
Company to payment for work performed
recognised when control of the goods or entire contract is accounted for as one existing contract due to the significant
to date plus a reasonable profit to deliver
services are transferred to the customer at performance obligation. integration service provided under the
products or services that do not have an
an amount that reflects the consideration to contract prior to modifications and are
alternative use.
which the Company expects to be entitled The Company may promise to provide therefore, accounted for as part of the
in exchange for those goods or services. distinct goods or services within a contract, existing contract. The effect of a contract
The Company uses cost-based measure
Revenue is recognised when it has approval in which case the Company separates the modification is recognised as an adjustment
of progress (or input method) for contracts
and commitment from both parties, the rights contract into more than one performance to revenue on a cumulative catch-up basis.
because it best depicts the transfer of
of the parties are identified, payment terms obligation. If a contract is separated into
control to the customer which occurs as
are identified, the contract has commercial more than one performance obligation, the When it becomes probable that the total
it incurs costs on contracts. Under the
substance and collectability of consideration Company allocates the total transaction contract costs will exceed the total contract


revenue, the Company recognises the and are transferred to Trade receivables on k. Financial instruments Debt instruments included within the FVTPL
expected losses from onerous contract as an completion of milestones and its related invoicing. A financial instrument is any contract that gives category are measured at fair value with all
expense immediately. Contract assets are recorded in balance sheet as rise to a financial asset of one entity and a changes recognised in the Statement of
unbilled revenue. financial liability or equity instrument of another profit and loss.
Penalties for any delay or improper execution entity.
of a contract are recognised as a deduction Trade receivables: A receivable represents the iii. Equity investments
from revenue. In the balance sheet, such Company’s right to an amount of consideration
Financial assets All equity investments in scope of Ind
provisions are presented on net basis of the that is unconditional (i.e., only the passage of time All financial assets are recognised initially at AS 109 are measured at fair value.
contract receivables. is required before payment of the consideration is fair value plus, in the case of financial assets Equity instruments which are held for trading
due). Also refer note 2.3(k) below. not recorded at fair value through Profit and are classified as at FVTPL. For all other
• Revenue from Sale of goods Loss, transactions costs that are attributable equity instruments, the Company may make
If the criteria for revenue under over-a-period Contract liabilities: A contract liability is the to the acquisition of the financial asset. For all an irrevocable election to present in other
of time as mentioned above are not met, the obligation to transfer goods or services to a subsequent measurements, financial assets are comprehensive income subsequent changes
Company recognises revenue at a point-in- customer for which the Company has received classified in following categories by the Company: in the fair value. The Company makes such
time. The point-in-time is determined when consideration (or an amount of consideration election on an instrument-by-instrument
the control of the goods or services is is due) from the customer. If a customer pays i. Debt instruments at amortised cost basis. The classification is made on initial
transferred which is determined based on consideration before the Company transfers A ‘debt instrument’ is measured at the recognition and is irrevocable.
when the significant risks and rewards of goods or services to the customer, a contract amortised cost if both the following
ownership are transferred to the customer. liability is recognised when the payment is made conditions are met: If the Company decides to classify an
Apart from this, the Company also considers or the payment is due (whichever is earlier). equity instrument at FVTOCI, then all fair
(a) The asset is held within a business
its present right to payment, the legal title Contract liabilities are recognised as revenue value changes on the instrument, excluding
model whose objective is to hold assets
to the goods, the physical possession and when the Company satisfies the performance dividends, are recognised in the OCI.
for collecting contractual cash flows,
the customer acceptance in determining obligation. Contract liabilities are recorded There is no recycling of the amounts from
and
the point in time where control has been in balance sheet as unearned revenue and OCI to the Statement of profit and loss, even
transferred. The Company provides for Customer advances as the case may be. (b) Contractual terms of the asset give rise on the sale of the investment. However, the
warranty provision for general repairs up on specified dates to cash flows that Company may transfer the cumulative gain or
to 18 – 24 months on its products sold, in ii. Interest income are solely payments of principal and loss within equity.
line with the industry practice. A liability For all debt instruments measured at amortised interest (SPPI) on the principal amount
is recognised at the time the product is cost, interest income is recorded using the outstanding. Derecognition
sold. The Company does not provide any effective interest rate (EIR). EIR is the rate that A financial asset (or, where applicable, a part
extended warranties. exactly discounts the estimated future cash
After initial measurement, such of a financial asset or part of a group of similar
payments or receipts over the expected life of the financial assets are subsequently financial assets) is primarily derecognised when:
• Revenue from Sale of services financial instrument or a shorter period, where measured at amortised cost using the
• The rights to receive cash flows from the asset
Revenue in respect of operation and appropriate, to the gross carrying amount of effective interest rate (EIR) method.
have expired, or
maintenance contract, awarded on a the financial asset or to the amortised cost of a Amortised cost is calculated by taking
standalone basis or included in long term financial liability. Interest income is included in into account any discount or premium • The Company has transferred its rights to
contracts and identified as a separate finance income in the statement of profit and loss. on acquisition and fees or costs that receive cash flows from the asset or has
performance obligation, is recognised on a are an integral part of EIR. The EIR assumed an obligation to pay the received
time proportion basis under the contracts. iii. Dividend amortisation is included in finance cash flows in full without material delay
Revenue is recognised when the Company’s right costs/income in the Statement of to a third party under a “pass-through”
Contract balances to receive the payment is established, which is profit and loss. The losses arising arrangement; and either (a) the Company
Contract assets: A contract asset is the right to when shareholders approve the dividend. from impairment are recognised in the has transferred substantially all the risks and
consideration in exchange for goods or services Statement of profit and loss. rewards of the asset, or (b) the Company has
transferred to the customer. If the Company iv. Rental income neither transferred nor retained substantially
Rental income from operating leases (net of any
ii. Debt instrument at FVTPL all the risks and rewards of the asset, but has
performs by transferring goods or services to a
FVTPL is a residual category for debt transferred control of the asset.
customer before the customer pays consideration incentives given to the lessee) is recognised on a
instruments. Any debt instrument, which
or before payment is due, a contract asset straight-line basis over the lease term.
does not meet the criteria for categorisation Impairment of financial assets
is recognised for the earned consideration
as at amortised cost or as FVTOCI is In accordance with Ind AS 109, the Company
classified as FVTPL. applies Expected Credit Loss (ECL) model for


measurement and recognition of impairment loss recognised initially at fair value and, in the case of l. Derivative financial instruments and or transaction, the nature of the risk being hedged
and credit risk exposure on the financial assets loans and borrowings and payables, net of directly hedge accounting and how the entity will assess the effectiveness of
that are debt instruments measured at amortised attributable transaction costs. The Company’s Initial recognition and subsequent changes in the hedging instrument’s fair value in
costs e.g. loans, deposits, trade receivables, financial liabilities include trade and other measurement offsetting the exposure to changes in the hedged
contractual receivables and bank balances. payables, loans and borrowings including bank The Company uses derivative financial item’s fair value or cash flows attributable to the
The Company follows ‘simplified approach’ overdrafts, financial guarantee contracts and instruments, such as forward currency contracts, hedged risk. Such hedges are expected to be
for recognition of impairment allowance. derivative financial instruments. to hedge its foreign currency risks. Such derivative highly effective in achieving offsetting changes
The application of simplified approach does not financial instruments are initially recognised at fair in fair value or cash flows and are assessed on
require the Company to track changes in credit Subsequent measurement of financial liabilities value on the date on which a derivative contract is an ongoing basis to determine that they actually
risk. Rather, it recognises impairment allowance depends on their classification as fair value entered into and are subsequently re-measured have been highly effective throughout the financial
based on lifetime ECLs at each reporting date, through profit and loss or at amortised cost. at fair value. Derivatives are carried as financial reporting periods for which they were designated.
right from its initial recognition. assets when the fair value is positive and as
All changes in fair value of financial liabilities financial liabilities when the fair value is negative. Hedges that meet the strict criteria for hedge
For recognition of impairment loss on other classified as FVTPL is recognised in the Statement accounting are accounted for, as described
financial assets and risk exposure, the Company of Profit and Loss. Amortised cost category Any gains or losses arising from changes in below:
determines that whether there has been a is applicable to loans and borrowings, trade the fair value of derivatives are taken directly to
significant increase in the credit risk since initial and other payables. After initial recognition the the Statement of profit and loss, except for the (i) Fair value hedges
recognition. If credit risk has not increased financial liabilities are measured at amortised effective portion of cash flow hedges, which is The change in the fair value of the hedged
significantly, 12-month ECL is used to provide cost using the EIR method. Gains and losses recognised in OCI and later reclassified to profit or item attributable to the risk hedged is
for impairment loss. However, if credit risk has are recognised in profit and loss when the loss when the hedge item affects profit or loss or recorded as part of the carrying value of the
increased significantly, lifetime ECL is used. liabilities are derecognised as well as through treated as basis adjustment if a hedged forecast hedged item and is also recognised in the
If, in a subsequent period, credit quality of the the EIR amortisation process. Amortised cost is transaction subsequently results in the recognition Statement of profit and loss as finance costs.
instrument improves such that there is no longer calculated by taking into account any discount of a non-financial asset or non-financial liability. The Company has not undertaken Fair value
a significant increase in credit risk since initial or premium on acquisition and fees or cost that hedges.
recognition, then the entity reverts to recognising are integral part on EIR. The EIR amortisation is For the purpose of hedge accounting, hedges are
impairment allowance based on 12-month. included as finance cost in the Statement of Profit classified as: (ii) Cash flow hedges
The Company considers current and anticipated and Loss. The effective portion of the gain or loss
• Fair value hedges when hedging the exposure
future economic conditions relating to industries on the hedging instrument is recognised
to changes in the fair value of a recognised
of the customer and the countries where it Derecognition in OCI in the cash flow hedge reserve,
asset or liability or an unrecognised firm
operates. A financial liability is derecognised when the while any ineffective portion is recognised
commitment.
obligation under the liability is discharged or immediately in the Statement of profit and
ECL impairment allowance (or reversal) cancelled or expires when an existing financial • Cash flow hedges when hedging the exposure loss. The Company uses forward currency
recognised during the period is recognised as liability is replaced by another from the same to variability in cash flows that is either contracts as hedges of its exposure to
income/expense in the Statement of profit and lender on substantially different terms, or the attributable to a particular risk associated foreign currency risk in forecast transactions
loss under the head ‘other expenses’. ECL is terms of an existing liability are substantially with a recognised asset or liability or a and firm commitments. The ineffective
presented as an allowance, i.e. as an integral modified, such an exchange or modification highly probable forecast transaction or the portion relating to foreign currency contracts
part of the measurement of those assets in is treated as derecognition of the original foreign currency risk in an unrecognised firm is recognised in the Statement of profit and
the balance sheet. The allowance reduces liability and the recognition of a new liability. commitment. loss.
the net carrying amount. Until the asset meets The difference in the respective carrying amounts
write-off criteria, the Company does not reduce is recognised in the Statement of profit and loss. At the inception of a hedge relationship, the Amounts recognised in OCI are transferred
impairment allowance from the gross carrying Company formally designates and documents to the Statement of profit and loss when
amount. Offsetting of financial instruments the hedge relationship to which the Company the hedged transaction affects profit or
Financial assets and financial liabilities are offset wishes to apply hedge accounting and the loss, such as when the hedged financial
Financial liabilities and the net amount is reported in the balance risk management objective and strategy for income or financial expense is recognised
Financial liabilities are classified, at initial sheet if there is a currently enforceable legal right undertaking the hedge. The documentation or when a forecast sale occurs. When the
recognition, as financial liabilities at FVTPL, loans to offset the recognised amounts and there is an includes the Company’s risk management hedged item is the cost of a non-financial
and borrowings, payables, or as derivatives intention to settle on a net basis, to realise the objective and strategy for undertaking hedge, the asset or non-financial liability, the amounts
designated as hedging instruments in an effective assets and settle the liabilities simultaneously. hedging/ economic relationship, the hedged item recognised in OCI are transferred to the
hedge, as appropriate. All financial liabilities are


initial carrying amount of the non-financial p. Income tax when the asset is realised or the liability is settled, Company as a lessee
asset or liability. If the hedging instrument Current tax based on tax rates (and tax laws) that have been The Company lease asset classes primarily
expires or is sold, terminated or exercised Current tax assets and liabilities are measured enacted or substantively enacted at the reporting consist of leases for land, office buildings,
without replacement or rollover (as part of at the amount expected to be recovered from or date. guest house and other office equipment, etc.
the hedging strategy), or if its designation paid to the taxation authorities. The tax rates and The Company assesses whether a contract
as a hedge is revoked, or when the hedge tax laws used to compute the amount are those Deferred tax relating to items recognised outside contains a lease, at inception of a contract.
no longer meets the criteria for hedge that are enacted or substantively enacted, at the profit or loss is recognised outside profit or loss A contract is, or contains, a lease if the contract
accounting, any cumulative gain or loss reporting date. (either in OCI or in equity). Deferred tax items conveys the right to control the use of an
previously recognised in OCI remains are recognised in correlation to the underlying identified asset for a period of time in exchange
separately in equity until the forecast Current income tax relating to items recognised transaction either in OCI or directly in equity. for consideration. To assess whether a contract
transaction occurs or the foreign currency outside profit or loss is recognised either in OCI conveys the right to control the use of an identified
firm commitment is met. or in equity. Current tax items are recognised in Deferred tax assets and deferred tax liabilities are asset, the Company assesses whether: (1) the
correlation to the underlying transaction either in offset if a legally enforceable right exists to set contract involves the use of an identified asset (2)
m. Cash and cash equivalents OCI or directly in equity. off current tax assets against current tax liabilities the Company has substantially all of the economic
Cash and cash equivalent in the balance sheet and the deferred taxes relate to the same taxable benefits from use of the asset through the period
comprise cash at banks and on hand and The management periodically evaluates positions entity and the same taxation authority. of the lease and (3) the Company has the right to
short-term deposits with an original maturity of taken in the tax returns with respect to situations direct the use of the asset.
three months or less, which are subject to an in which applicable tax regulations are subject to The Company determines whether to consider
insignificant risk of changes in value. For the interpretation and establishes provisions where each uncertain tax treatment separately or At the date of commencement of the lease,
purpose of the statement of cash flows, cash and appropriate. together with one or more other uncertain tax the Company recognises a right-of-use asset
cash equivalents consist of cash and short-term treatments and uses the approach that better and a corresponding lease liability for all lease
deposits, as defined above, net of outstanding
Deferred tax predicts the resolution of the uncertainty. arrangements in which it is a lessee, except
bank overdrafts as they are considered an integral Deferred tax is provided using the liability method for leases with a term of twelve months or
part of the Company’s cash management. on temporary differences between the tax bases The Company applies significant judgement less (short-term leases) and low value leases.
of assets and liabilities and their carrying amounts in identifying uncertainties over income tax For these short-term and low value leases, the
n. Government Grants for financial reporting purposes at the reporting treatments. Company recognises the lease payments as an
Government grants are recognised where there date. Deferred tax assets are recognised for operating expense on a straight-line basis over
is reasonable assurance that the grant will be all deductible temporary differences, the carry
q. Borrowing costs the term of the lease.
received, and all attached conditions will be Borrowing costs directly attributable to the
forward of unused tax credits and any unused tax
complied with. When the grant relates to an acquisition, construction or production of an Certain lease arrangements include the options
losses. Deferred tax assets are recognised to the
expense item, it is recognised as income on a asset that necessarily takes a substantial period to extend or terminate the lease before the
extent that it is probable that taxable profit will be
systematic basis over the periods that the related of time to get ready for its intended use or sale end of the lease term. Right-of-use assets and
available against which the deductible temporary
costs, for which it is intended to compensate, are are capitalised as part of the cost of the asset. lease liabilities includes these options when it is
differences, and the carry forward of unused tax
expensed. When the grant relates to an asset, All other borrowing costs are expensed in the reasonably certain that they will be exercised.
credits and unused tax losses can be utilised.
it is recognised as income in proportion to the period in which they occur. Borrowing costs
depreciation charged over the expected useful The carrying amount of deferred tax assets is consist of interest and other costs that an entity The right-of-use assets are initially recognised at
life of the related asset. The Company accounts reviewed at each reporting date and reduced incurs in connection with the borrowing of cost, which comprises the initial amount of the
for export incentives for export of goods if the to the extent that it is no longer probable that funds. Borrowing cost also includes exchange lease liability adjusted for any lease payments
entitlements can be estimated with reasonable sufficient taxable profit will be available to differences to the extent regarded as an made at or prior to the commencement date
accuracy and conditions precedent to claim are allow all or part of the deferred tax asset to be adjustment to the borrowing costs. of the lease plus any initial direct costs less
fulfilled. utilised. Unrecognised deferred tax assets are any lease incentives. They are subsequently
re-assessed at each reporting date and are
r. Leases measured at cost less accumulated depreciation
o. Share capital The Company applies a single recognition and and impairment losses.
recognised to the extent that it has become
Equity shares issued to shareholders are measurement approach for all leases, except
probable that future taxable profits will allow the
classified as equity. Incremental costs directly for short-term leases and leases of low-value Right-of-use assets are depreciated from the
deferred tax asset to be recovered.
attributable to the issue of new equity shares are assets. The Company recognises lease liabilities commencement date on a straight-line basis
recognised as a deduction from equity, net of any Deferred tax assets and liabilities are measured at to make lease payments and right-of-use assets over the shorter of the lease term and useful life
related income tax effects. the tax rates that are expected to apply in the year representing the right to use the underlying of the underlying asset. Right of use assets are
assets. evaluated for recoverability whenever events


or changes in circumstances indicate that their and recognised over the lease term on the same relation to climate-related matters are included Company cannot avoid because it has the
carrying amounts may not be recoverable. For the basis as rental income. as key assumptions where they materially contract) of meeting the obligations under the
purpose of impairment testing, the recoverable impact the measure of recoverable amount. contract exceed the economic benefits expected
amount (i.e. the higher of the fair value less cost s. Impairment of non-financial assets These assumptions have been included in the to be received under it. The unavoidable costs
to sell and the value-in-use) is determined on an The Company assesses, at each reporting date, cash-flow forecasts in assessing value-in-use under a contract reflect the least net cost of
individual asset basis unless the asset does not whether there is an indication that an asset may amounts. exiting from the contract, which is the lower of
generate cash flows that are largely independent be impaired. If any indication exists, or when the cost of fulfilling it and any compensation or
of those from other assets. In such cases, annual impairment testing for an asset is required, t. Provisions penalties arising from failure to fulfil it. The cost of
the recoverable amount is determined for the the Company estimates the asset’s recoverable Provisions are recognised when the Company has fulfilling a contract comprises the costs that relate
Cash Generating Unit (CGU) to which the asset amount. An asset’s recoverable amount is the a present obligation (legal or constructive) as a directly to the contract (i.e., both incremental
belongs. higher of an asset’s or Cash Generating Unit’s result of a past event, it is probable that an outflow costs and an allocation of costs directly related to
(CGU) fair value less costs of disposal and its of resources embodying economic benefits will contract activities).
The lease liability is initially measured at present value in use. Recoverable amount is determined be required to settle the obligation and a reliable
value of the future lease payments. The lease for an individual asset, unless the asset does estimate can be made of the amount of the Decommissioning liability
payments include fixed payments less any lease not generate cash inflows that are largely obligation. When the Company expects some or The Company records a provision for
incentives receivable, variable lease payments independent of those from other assets or groups all of a provision to be reimbursed, for example, decommissioning costs of its manufacturing
that depend on an index or a rate, and amounts of assets. When the carrying amount of an asset under an insurance contract, the reimbursement facilities. Decommissioning costs are provided
expected to be paid under residual value or CGU exceeds its recoverable amount, the asset is recognised as a separate asset, but only at the present value of expected costs to settle
guarantees. is considered impaired and is written down to its when the reimbursement is virtually certain. the obligation using estimated cash flows and are
recoverable amount. The expense relating to a provision is presented recognised as part of the cost of the particular
Lease liability and ROU asset have been in the Statement of profit and loss net of any asset. The unwinding of the discount is expensed
separately presented in the Balance Sheet and Impairment losses including impairment on reimbursement. as incurred and recognised in the Statement of
lease payments have been classified as financing inventory are recognised in the Statement of profit profit and loss as a finance cost. The estimated
cash flows. or loss. If the effect of the time value of money is material, future costs of decommissioning are reviewed
provisions are discounted using a current pre-tax annually and adjusted as appropriate. Changes in
As a practical expedient, Ind AS 116 permits a For assets, an assessment is made at each rate that reflects, when appropriate, the risks the estimated future costs or in the discount rate
lessee not to separate non-lease components, reporting date to determine whether there is an specific to the liability. When discounting is used, applied are added to or deducted from the cost of
and instead account for any lease and indication that previously recognised impairment the increase in the provision due to the passage of the asset.
associated non-lease components as a single losses no longer exist or have decreased. time is recognised as a finance cost.
arrangement. The Company has not used this If such indication exists, the Company estimates The impact of climate-related matters on
practical expedient. For a contract that contains the asset’s or CGU’s recoverable amount. Warranty provisions remediation of environmental damage
a lease component and one or more additional A previously recognised impairment loss is Provisions for warranty-related costs are is considered while determining the
lease or non-lease components, the Company reversed only if there has been a change in recognised when the product is sold or service decommissioning liability on the manufacturing
allocates the consideration in the contract to the assumptions used to determine the asset’s provided to the customer. Initial recognition facility which has been disclosed in Note 19.
each lease component on the basis of the relative recoverable amount since the last impairment loss is based on historical experience. The initial
stand-alone price of the lease component and was recognised. The reversal is limited so that estimate of warranty related costs is revised u. Retirement and other employee benefits
the aggregate stand-alone price of the non-lease the carrying amount of the asset does not exceed annually. Retirement benefit in the form of provident fund is
components. its recoverable amount, nor exceed the carrying a defined contribution scheme. The Company has
amount that would have been determined, Provision for onerous contracts no obligation, other than the contribution payable
Company as a lessor net of depreciation, had no impairment loss If the Company has a contract that is onerous, to the provident fund. The Company recognises
been recognised for the asset in prior years. the present obligation under the contract is contribution payable to the provident fund scheme
Leases in which the Company does not transfer Such reversal is recognised in the Statement of recognised and measured as a provision. as an expense when an employee renders the
substantially all the risks and rewards of profit and loss unless the asset is carried at a However, before a separate provision for an related service. If the contribution payable to the
ownership of an asset are classified as operating revalued amount, in which case, the reversal is onerous contract is established, the Company scheme for service received before the balance
leases. Rental income from operating lease is treated as a revaluation increase, if applicable. recognises any impairment loss that has occurred sheet date exceeds the contribution already paid,
recognised on a straight-line basis over the term on assets dedicated to that contract. the deficit payable to the scheme is recognised as
of the relevant lease. Initial direct costs incurred in The Company assesses where climate risks a liability after deducting the contribution already
negotiating and arranging an operating lease are could have a significant impact, such as the An onerous contract is a contract under which paid. If the contribution already paid exceeds the
added to the carrying amount of the leased asset introduction of emission-reduction legislation that the unavoidable costs (i.e., the costs that the contribution due for services received before the
may increase manufacturing costs. These risks in


balance sheet date, then excess is recognised as as a result of the unused entitlement that has w. Contingent liabilities period over which the employees would become
an asset to the extent that the pre-payment will accumulated at the reporting date. A disclosure for a contingent liability is made unconditionally entitled to apply for the shares.
lead to, for example, a reduction in future payment where there is a possible obligation that arises
or a cash refund. The Company treats accumulated leave expected from past events and the existence of which Employees (senior executives) of the Company
to be carried forward beyond twelve months, as will be confirmed only by the occurrence or receive remuneration in the form of share-based
The Company operates a defined benefit gratuity long-term employee benefit for measurement non-occurrence of one or more uncertain payments, whereby employees render services
plan in India, which requires contributions to be purposes. Such long-term compensated future events not wholly within the control of the as consideration for equity instruments
made to a separately administered fund. The cost absences are provided for based on the actuarial Company or a present obligation that arises from (equity-settled transactions).
of providing benefits under the defined benefit valuation using the projected unit credit method the past events where it is either not probable that
plan is determined using the projected unit credit at the year-end. The Company presents the leave an outflow of resources will be required to settle Equity-settled transactions
method. as a current liability in the balance sheet as it the obligation or a reliable estimate of the amount The cost of equity-settled transactions is
does not have an unconditional right to defer its cannot be made. determined by the fair value at the date when
Remeasurements, comprising of actuarial settlement for 12 months after the reporting date. the grant is made using an appropriate valuation
gains and losses, the effect of the asset ceiling, x. Earnings Per Share (EPS) model. Further details are given in Note 40.
excluding amounts included in net interest on Termination benefits The Company presents the basic and diluted EPS
the net defined benefit liability and the return on Termination benefits are payable when data for its equity shares. Basic EPS is computed That cost is recognised, together with a
plan assets (excluding amounts included in net employment is terminated by the Company before by dividing the net profit for the year attributable corresponding increase in share-based
interest on the net defined benefit liability), are the normal retirement date, or when an employee to the equity shareholders of the Company by payment (SBP) reserves in equity, over the
recognised immediately in the balance sheet accepts voluntary redundancy in exchange the weighted average number of equity shares period in which the performance and/or service
with a corresponding debit or credit to retained for these benefits. The Company recognises outstanding during the year. Diluted EPS is conditions are fulfilled in employee benefits
earnings through OCI in the period in which they termination benefits at the earlier of the following computed by adjusting the net profit for the expense. The cumulative expense recognised for
occur. Remeasurements are not reclassified to dates: year attributable to the equity shareholders and equity-settled transactions at each reporting date
the Statement of profit and loss in subsequent the weighted average number of equity shares until the vesting date reflects the extent to which
periods. (a) when the Company can no longer withdraw considered for deriving basic EPS for the effects the vesting period has expired and the Company’s
the offer of these benefits; and of all the equity shares that could have been best estimate of the number of equity instruments
Past service costs are recognised in the issued upon conversion of all dilutive potential that will ultimately vest. The expense or credit
Statement of profit and loss on the earlier of: (b) when the entity recognises cost for a equity shares (which includes the various stock in the statement of profit and loss for a period
restructuring that is within the scope of Ind options granted to employees). represents the movement in cumulative expense
• The date of the plan amendment or
AS 37 and involves payment of termination recognised as at the beginning and end of that
curtailment, and
benefits. y. Dividends period and is recognised in employee benefits
• The date that the Company recognises related Dividend to equity shareholders is recognised expense.
restructuring costs. In the case of an offer made to encourage as a liability in the period in which the dividends
voluntary redundancy, the termination benefits are approved by the equity shareholders. Service and non-market performance conditions
Net interest is calculated by applying the discount are measured based on the number of employees Interim dividends that are declared by the are not taken into account when determining
rate to the net defined benefit liability or asset. expected to accept the offer. Benefits falling Board of Directors without the need for equity the grant date fair value of awards, but the
The Company recognises the following changes due more than 12 months after the end of the shareholders’ approvals are recognised as a likelihood of the conditions being met is assessed
in the net defined benefit obligation as an expense reporting period are discounted to present value. liability and deducted from shareholders’ equity as part of the Company’s best estimate of
in the Statement of profit and loss: in the year in which the dividends are declared by the number of equity instruments that will
v. Segment Reporting the Board of Directors. ultimately vest. Market performance conditions
• Service costs comprising current service
Operating segments are reported in a manner are reflected within the grant date fair value.
costs, past-service costs, gains and losses on
consistent with the internal reporting provided to z. Employee stock option and share based Any other conditions attached to an award, but
curtailments and non-routine settlements; and
the chief operating decision maker. payments without an associated service requirement,
• Net interest expense or income In respect of stock options granted pursuant are considered to be non-vesting conditions.
The Board of Directors of the Company has to the Company’s Employee Stock Option Non-vesting conditions are reflected in the fair
Accumulated leave, which is expected to be identified the Managing Director and Chief Scheme, the Company recognises employee value of an award and lead to an immediate
utilised within the next 12 months, is treated as Executive Officer as the chief operating decision compensation expense, using the grant date expensing of an award unless there are also
short-term employee benefit. The Company maker of the Company. fair value in accordance with Ind-AS 102 - Share service and/or performance conditions.
measures the expected cost of such absences Based Payment, on straight line basis over the
as the additional amount that it expects to pay


No expense is recognised for awards that do not 3.1 Judgments iii. Segment reporting the carrying amounts of its assets such as investments,
ultimately vest because non-market performance In the process of applying the Company’s accounting Ind AS 108 ‘Operating Segments’ requires loans, receivables, unbilled revenues and inventories.
and/or service conditions have not been met. policies, management has made the following Management to determine the reportable In developing the assumptions relating to the possible
Where awards include a market or non-vesting judgments, which have the most significant effect on segments for the purpose of disclosure in future uncertainties in the global economic conditions
condition, the transactions are treated as vested the amounts recognised in the standalone financial standalone financial statements based on the because of this pandemic, the Company, as at the
irrespective of whether the market or non-vesting statements: internal reporting reviewed by Chief Operating date of approval of these financial statements has used
condition is satisfied, provided that all other Decision Maker (CODM) to assess performance internal and external sources of information including
performance and/or service conditions are i. Revenue from contracts with customers and allocate resources. The standard also credit reports and related information, economic
satisfied. A significant portion of the Company’s business requires Management to make judgments with forecasts and consensus estimates from market
relates to EPC contracts which is accounted using respect to aggregation of certain operating sources on the expected future performance of the
When the terms of an equity-settled award are cost-based input method, recognising revenue segments into one or more reportable segment. Company. The Company has performed sensitivity
modified, the minimum expense recognised is as the performance on the contract progresses. analysis on the assumptions used and based on
the grant date fair value of the unmodified award, This requires management to make judgement Operating segments used to present segment current estimates expects the carrying amount of these
provided the original vesting terms of the award with respect to identifying contracts for which information are identified based on the internal assets will be recovered. The impact of COVID-19 on
are met. An additional expense, measured as revenue need to be recognised over a period reports used and reviewed by the Managing the Company’s financial statements may differ from
at the date of modification, is recognised for of time, depending upon when the customer Director and Chief Executive Officer to assess that estimated as at the date of approval of these
any modification that increases the total fair consumes the benefit, when the control is passed performance and allocate resources. During the standalone financial statements.
value of the share-based payment transaction, to customer, whether the asset created has an year, management has realigned ‘Operating
or is otherwise beneficial to the employee. alternative use and whether the Company has Segments’ in line with allocation of resources i. EPC contracts:
Where an award is cancelled by the entity or by right to payment for performance completed till and assessment of business performance by • Provisions for liquidated damages claims (LDs):
the counterparty, any remaining element of the date, either contractually or legally. The input the Managing Director and CEO,i.e., Chief The Company provides for LD claims to the
fair value of the award is expensed immediately method requires management to make significant Operating Decision Maker. The management extent that it is highly probable that a significant
through profit or loss. judgements of the extent of progress towards has determined that some of the segments reversal in the amount of cumulative revenue
completion including accounting of multiple exhibit similar economic characteristics and recognised will not occur when the uncertainty
The dilutive effect of outstanding options is meet other aggregation criteria and accordingly associated with the variable consideration
contracts which need to be combined and
reflected as additional share dilution in the aggregated into three reportable segments i.e. is subsequently resolved. This requires an
considered as a single contract.
computation of diluted earnings per share. industrial products, industrial infra and chemical. estimate of the amount of LDs payable under a
ii. Legal contingencies claim which involves a number of management
3. Significant Accounting Judgments, The Company has received various orders 3.2 Estimates and assumptions judgments and assumptions regarding the
Estimates and Assumptions and notices from tax authorities in respect of The key assumptions concerning the future and
amounts to be recognised.
The preparation of the Company’s standalone financial direct taxes and indirect taxes. The outcome of other key sources of estimation uncertainty at the • Project cost to complete estimates: At each
statements requires management to make judgments, these matters may have a material effect on the reporting date, that have a significant risk of causing reporting date, the Company is required to
estimates and assumptions that affect the reported financial position, results of operations or cash a material adjustment to the carrying amounts of estimate costs to complete on fixed-price
amounts of revenue, expenses, assets and liabilities, flows. Management regularly analyzes current assets and liabilities withinthe next financial year, are contracts. Estimating costs to complete on
and the accompanying disclosures and including the information about these matters and provides described below. The Company based its assumptions such contracts requires the Company to make
disclosure of contingent liabilities as at the reporting provisions for probable losses including the and estimates on parameters available when the estimates of future costs to be incurred, based
date. However, uncertainty about these assumptions estimate of legal expense to resolve such matters. standalone financial statements were prepared. on work to be performed beyond the reporting
and estimates could result in outcomes that require a In making the decision regarding the need for loss Existing circumstances and assumptions about future date. This estimate will impact revenues, cost
material adjustment to the carrying amount of assets or provisions, management considers the degree developments, however, may change due to market of sales, work-in-progress, billings in excess
liabilities affected in future periods. of probability of an unfavorable outcome and the changes or circumstances arising that are beyond the of costs, estimated earnings and accrued
ability to make a sufficiently reliable estimate of control of the Company. Such changes are reflected in contract expenses.
Other disclosures relating to the Copmany’s exposure the amount of loss. The filing of a suit or formal the assumptions when they occur.
assertion of a claim against the company or the • Recognition of contract variations:
to risks and uncertainties includes:
The Company recognises revenues and
disclosure of any such suit or assertions, does not Estimation of uncertainties relating to the
• Capital management Note 41 margins from contract variations where it
automatically indicate that a provision of a loss global health pandemic from the Coronavirus
is considered probable that they will be
• Financial risk management objectives and policies may be appropriate. disease (COVID-19):
awarded by the customer and this requires
Note 37 The Company has considered the possible effects that
management to assess the likelihood of
may result from the pandemic relating to COVID-19 on
• Sensitivity analysis disclosures Note 37 such an award being made by reference to


customer communications and other forms of at each reporting date. The parameter which is discounted using a pre-tax discount rate which lives of its property, plant and equipment and
documentary evidence. most subjected to change is the discount rate. reflects current market assessments of time intangible assets for calculating depreciation and
In determining the appropriate discount rate value of money and risks specific to the liability. amortisation. This estimate is determined after
• Provision for onerous contracts: The Company
for plans operated in India, the management Refer note 36 for further details. considering the expected usage of the asset or
provides for future losses on EPC contracts
considers the interest rates of government bonds physical wear and tear. Management reviews the
where it is considered highly probable that the
in currencies consistent with the currencies of the vi. Impairment of financial assets residual value and useful lives annually and future
contract costs are likely to exceed revenues
post-employment benefit obligation. The mortality The impairment provisions for financial assets depreciation and amortisation charge would
in future years. Estimating these future losses
rate is based on Indian Assured Lives Mortality are based on assumptions about risk of default, be adjusted where the management believes
involves a number of assumptions about the
(2012-14) Ultimate. Those mortality tables expected loss rates and timing of cash flows. the useful lives differ from previous estimates.
achievement of contract performance targets
tend to change only at interval in response to The Company uses judgment in making these Refer note 2.3(f) and 2.3(g) above for further
and the likely levels of future cost escalation
demographic changes. Future salary increases assumptions and selecting the inputs to the details.
over time. Refer note 18(b) for details for
and gratuity increases are based on expected impairment calculation, based on the Company’s
provision for onerous contracts.
future inflation rates. Further details about gratuity past history, existing market conditions including viii. Deferred taxes
obligations are given in note 33. those related to the COVID-19 pandemic as well At each balance sheet date, the Company
ii. Impairment of non-financial assets
as forward looking estimates at the end of each assesses whether the realisation of future tax
Impairment exists when the carrying value of an
iv. Fair value measurement of unquoted reporting period. benefits is sufficiently probable to recognise
asset or cash generating unit (CGU) exceeds
financial instruments deferred tax assets. This assessment requires
its recoverable amount, which is the higher of
When the fair values of financial assets and As a practical expedient, the Company uses a the use of significant estimates with respect
its fair value less costs of disposal and its value
financial liabilities recorded in the balance sheet provision matrix to determine ECL impairment to assessment of future taxable income.
in use. The fair value less costs of disposal
cannot be measured based on quoted prices allowance on portfolio of its trade receivables. The recorded amount of total deferred tax assets
calculation is based on available data from
in active markets, their fair value is measured The provision matrix is based on its historically could change if estimates of projected future
binding sales transactions, conducted at arm’s
using valuation techniques including the DCF observed default rates over the expected life taxable income or if changes in current tax
length, for similar assets or observable market
model. The inputs to these models are taken of the trade receivables and is adjusted for regulations are enacted. Refer note 10 for further
prices less incremental costs for disposing of the
from observable markets where possible, forward-looking estimates. At every reporting information on potential tax benefits for which no
asset. The value in use calculation is based on a
but where this is not feasible, a degree of date, the historical observed default rates are deferred tax asset is recognised.
Discounted Cash Flow (DCF) model. The cash
assumption is required in establishing fair values. updated and changes in the forward-looking
flows are derived from the budget for the next
Assumptions include considerations of inputs estimates are analysed. On that basis, the ix. Employee stock option
five years as approved by the Management and
such as liquidity risk, credit risk and volatility. Company estimates a default rate of total The Company initially measures the cost of
do not include restructuring activities that the
Changes in assumptions about these factors revenue for trade receivables and contract equity-settled transactions with employees
Company is not yet committed to or significant
could affect the reported fair value of financial revenue for contract assets. The Company using a Black Scholes Options Pricing model to
future investments that will enhance the
instruments. Refer note 36 for further disclosures. follows provisioning norms based on ageing of determine the fair value of the liability incurred.
asset’s performance of the CGU being tested.
receivables to estimate the impairment allowance Estimating fair value for share-based payment
The recoverable amount is sensitive to the
v. Warranty provision under ECL. For retention receivables, the transactions requires determination of the most
discount rate used for the DCF model as well as
The Company generally offers warranty for Company additionally categorises the receivables appropriate valuation model and the performance
the expected future cash-inflows and the terminal
its various products. Warranty costs are due from Public Sector Undertakings (PSUs) of the Company, which is dependent on the terms
growth rate used.
provided based on a technical estimate of and Non-PSUs and follows a wider aged bucket and conditions of the grant.
the costs required to be incurred for repairs, provisioning norms as the performance guarantee
iii. Defined benefit plans - gratuity
replacements, material costs, servicing cost tests require certain time period after the supplies This estimate also requires determination of
The cost of the defined benefit gratuity plan and
and past experience in respect of warranty are completed. Refer note 7 and 9(b) for details of the most appropriate inputs to the valuation
the present value of the gratuity obligation are
costs. Management estimates the related impairment allowance recognised at the reporting model including the expected life of the share
determined using actuarial valuations. An actuarial
provision for future warranty claims based on date. option, volatility and dividend yield and making
valuation involves making various assumptions
historical warranty claim information, as well assumptions about them.
that may differ from actual developments in
as recent trends that might suggest that past vii. Useful lives of property, plant and
the future. These include the determination of
cost information may differ from future claims. equipment and intangible assets The assumptions and models used for estimating
the discount rate, future salary increases and
The assumptions made in current period are The Company determines, based on independent fair value for share-based payment transactions
mortality rates. Due to the complexities involved in
consistent with those in the prior year. Factors that technical assessment, the estimated useful are disclosed in note 40.
the valuation and its long-term nature, a defined
could impact the estimated claim information
benefit obligation is highly sensitive to changes in
include the success of the Company’s productivity
these assumptions. All assumptions are reviewed
and quality initiatives. Warranty provisions are


4 (a) Property, Plant and Equipment Ageing of Capital work in progress (CWIP):
Particulars Freehold Buildings Plant and Office Computer Furniture Vehicles Total Capital CWIP Amount in CWIP for a period of Total
Land equipment equipment and work in
Less than 1 year 1-2 years 2-3 years
fixtures progress
Project in progress March 31, 2023 42.80 2.11 - 44.91
Gross carrying amount as at 7.57 483.37 485.91 22.71 53.16 31.41 14.05 1,098.18 20.26
April 1, 2021* March 31, 2022 14.65 0.32 - 14.97
Additions - 2.84 20.17 0.51 6.87 0.06 2.48 32.93 27.64 Projects temporarily suspended March 31, 2023 - - - -
Disposals/ Transfers/ Adjustments - (4.33) (0.42) (1.10) (3.86) (1.05) (2.71) (13.47) (32.93) March 31, 2022 - - - -
Gross carrying amount as at 7.57 481.88 505.66 22.12 56.17 30.42 13.82 1,117.63 14.97 Total Capital work-in-progress March 31, 2023 42.80 2.11 - 44.91
March 31, 2022 March 31, 2022 14.65 0.32 - 14.97
Additions - 2.96 23.31 1.32 13.14 0.95 4.08 45.76 75.70
For CWIP, there are no projects whose completion date is overdue or exceeded its cost as compared to its original plan for the year ended
Disposals/ Transfers/ Adjustments - (0.48) (25.17) (0.76) (4.84) (0.96) (2.80) (35.01) (45.76) and as at March 31, 2023 and March 31, 2022.
Transfer to held for sale (0.36) (12.35) (0.49) - - - - (13.20) -
Gross carrying amount as at 7.21 472.01 503.31 22.68 64.47 30.41 15.10 1,115.19 44.91 4 (b) Right-of-Use Assets
March 31, 2023
Particulars Leasehold Land* Buildings Vehicles Total
Gross carrying amount as at April 1, 2021 77.36 7.74 0.91 86.01
Accumulated depreciation as at - 122.12 232.73 11.14 34.03 16.35 5.88 422.25 -
April 1, 2021* Additions - - - -
Charge for the year - 15.30 27.40 1.35 5.85 1.86 2.22 53.98 - Disposals/ Transfers/ Adjustments (6.50) (0.35) - (6.85)
Disposals/ Transfers/ Adjustments - (1.24) (0.53) (0.83) (3.60) (0.59) (1.71) (8.50) - Gross carrying amount as at March 31, 2022 70.86 7.39 0.91 79.16
Accumulated depreciation as at - 136.18 259.60 11.66 36.28 17.62 6.39 467.73 - Additions - - - -
March 31, 2022
Disposals/ Transfers/ Adjustments - - - -
Charge for the year - 15.27 30.38 1.48 7.20 1.90 2.46 58.69 -
Gross carrying amount as at March 31, 2023 70.86 7.39 0.91 79.16
Disposals/ Transfers/ Adjustments - (0.29) (23.93) (0.63) (2.95) (0.67) (1.92) (30.39) -
Transfer to held for sale - (6.56) (0.11) - - - - (6.67) -
Accumulated depreciation as at April 1, 2021 6.15 1.75 0.15 8.05
Accumulated depreciation as at - 144.60 265.94 12.51 40.53 18.85 6.93 489.36 -
March 31, 2023 Charge for the year 0.96 0.77 0.76 2.49
Disposals/ Transfers/ Adjustments (0.05) - - (0.05)
Net Block as at March 31, 2023 7.21 327.41 237.37 10.17 23.94 11.56 8.17 625.83 44.91 Accumulated depreciation as at March 31, 2022 7.06 2.52 0.91 10.49
Net Block as at March 31, 2022 7.57 345.70 246.06 10.46 19.89 12.80 7.43 649.90 14.97 Charge for the year 0.59 1.04 - 1.63
Disposals/ Transfers/ Adjustments - - - -
*The Company had elected to continue with the carrying value of property, plant and equipment and intangible assets as recognised in the
financial statements as per previous GAAP and had regarded those values as the deemed cost on the date of transition to Ind AS (i.e. April 1, Accumulated depreciation as at March 31, 2023 7.65 3.56 0.91 12.12
2015). The Company has disclosed the gross block and accumulated depreciation above, for information purpose only.
The Company has given certain part of its office building on lease to group companies, the value of the same cannot be determined and the
amounts are not significant (Refer note 31 C). Net Block as at March 31, 2023 63.21 3.83 - 67.04
Capital work in progress majorly includes expenditure towards extension of manufacturing facilities. Net Block as at March 31, 2022 63.80 4.87 - 68.67
* The Company has taken certain assets on lease which has been accounted in accordance with Ind AS 116-Leases under right of use assets.
Refer note 31C for further disclosure on leases.


4 (c) Intangible Assets 5 (a) Investments in Subsidiaries

Particulars Computer Technical Total Intangible Face Number of shares Amount
Software Know-how# assets under value per March 31, March 31, March 31, March 31,
development share 2023 2022 2023 2022
Gross carrying amount as at April 1, 2021* 61.37 72.92 134.29 3.10 Investments in equity instruments:
Additions 11.26 10.33 21.59 - Investments valued at cost (fully paid)
Disposals/ Transfers/ Adjustments - (13.83) (13.83) (3.10) Equity shares in Subsidiaries (Unquoted)
Thermax Engineering Construction Company Rs. 10 45,00,000 45,00,000 4.50 4.50
Gross carrying amount as at March 31, 2022 72.63 69.42 142.05 -
Limited
Additions 6.99 - 6.99 - Thermax Instrumentation Limited Rs. 10 90,00,000 90,00,000 6.06 6.06
Disposals/ Transfers/ Adjustments (3.70) - (3.70) - Thermax Onsite Energy Solutions Limited Rs. 10 7,22,80,000 7,22,80,000 72.28 72.28
Gross carrying amount as at March 31, 2023 75.92 69.42 145.34 - Thermax Europe Limited GBP 1 2,00,000 2,00,000 1.17 1.17
Thermax International Limited USD 1 16,95,000 16,95,000 8.22 8.22
Thermax Netherlands B.V. Eur 1 3,24,10,000 3,24,10,000 231.15 231.15
Accumulated amortisation as at April 1, 2021* 46.53 70.96 117.49 -
Rifox-Hans Richter GmbH Spezialarmaturen Eur 1 7,16,469 7,16,469 12.04 12.04
Charge for the year 7.89 2.83 10.72 - Thermax Engineering Singapore Pte. Ltd. USD 1 2,49,84,356 2,39,84,356 161.30 153.71
Disposals/ Transfers/ Adjustments - (13.69) (13.69) - First Energy Private Limited* Rs. 10 18,09,06,365 6,69,66,365 160.88 46.94
Accumulated amortisation as at March 31, 2022 54.42 60.10 114.52 - Thermax Sustainable Energy Solutions Rs. 10 47,50,000 47,50,000 - -
Charge for the year 8.79 4.04 12.83 - Limited#
Thermax do Brasil - Energia e Equipamentos Real 1 10,87,130 10,87,130 - -
Disposals/ Transfers/ Adjustments (2.94) - (2.94) - Ltda.#
Accumulated amortisation as at March 31, 2023 60.27 64.14 124.41 - Thermax Hong Kong Limited# HKD 1 59,83,833 59,83,833 - -
Thermax Babcock & Wilcox Energy Solutions Rs. 10 62,82,22,500 62,82,22,500 374.78 374.31
Net Block as at March 31, 2023 15.65 5.28 20.93 - Limited (formerly known as Thermax
Babcock & Wilcox Energy Solutions Private
Net Block as at March 31, 2022 18.21 9.32 27.53 - Limited)
Thermax Cooling Solutions Limited Rs. 10 2,00,00,000 2,00,00,000 10.20 10.20
*The Company had elected to continue with the carrying value of property, plant and equipment and intangible assets as recognised in the
financial statements as per previous GAAP and had regarded those values as the deemed cost on the date of transition to Ind AS (i.e. April 1, Thermax Bio Energy Solutions Private Rs. 10 32,50,000 - 3.25 -
2015). The Company has disclosed the gross block and accumulated amortisation above, for information purpose only. Limited
# Includes internally developed assets of net block Rs. 5.45 (March 31, 2022 Rs. 8.87). Share Application money:
Thermax Engineering Singapore Pte. Ltd. USD 1 - 10,00,000 - 7.59
4 (d) Capitalisation of Expenses First Energy Private Limited Rs. 10 - 2,75,00,000 - 27.50
During the year, the Company has capitalised the following expenses of revenue nature to the cost of Property, plant and Investments in preference shares:
equipment / intangible asset. Consequently, expenses disclosed under the respective notes are net of amounts capitalised Investments valued at cost (fully paid)
by the Company. Preference shares in Subsidiaries (Unquoted)
Thermax International Ltd., Mauritius USD 1 17,47,300 17,47,300 7.87 7.87
Particulars March 31, 2023 March 31, 2022 (6% Redeemable with conversion option)
Total value of investments (A) 1,053.70 963.54
Others - 0.12
Less: Impairment in value of investments
Total - 0.12 Thermax Netherlands B.V. 201.06 201.06
First Energy Private Limited 32.94 32.94
Thermax Cooling Solutions Limited - 10.20
(Refer note 42)
Thermax Engineering Singapore Pte. Ltd. 39.49 36.49
(Refer note 42)
Total Impairment in value of investments (B) 273.49 280.69
Investments in subsidiaries (net) (A-B) 780.21 682.85


5 (b) Investments in Associates Face Number of shares Amount

Face Number of shares Amount value per March 31, March 31, March 31, March 31,
value per share 2023 2022 2023 2022
share 2023 2022 2023 2022 Investments at Fair value through Profit and Loss:
Investments in associates (At Cost) Corporate Bonds - 274.88
Cumulative Convertible Preference shares in Fund Of Funds (FOF) 75.08 73.19
associates (Unquoted): Exchange Traded Funds (ETF) & Index Funds 82.53 80.18
ExactSpace Technologies Private Limited Rs. 10 1,249 1,249 6.50 6.50 Floater Fund 59.23 133.53
(10.41%) Total value of investments (Quoted) 216.84 561.78
Covacsis Technologies Private Limited Rs. 10 43,192 - 10.00 -
(16.67%) Investments at Amortised Cost
Corporate Fixed Deposits (Unquoted) - 141.58
Total Investment in associates 16.50 6.50
Total Investment in subsdiaries and associates 796.71 689.35 Total Non-Current Investments 289.30 771.60
Aggregate amount of quoted investments 216.84 561.78
Aggregate amount of quoted investments - - Aggregate amount of unquoted investments 72.46 209.82
Aggregate amount of unquoted investments 1,070.20 970.04 Aggregate amount of impairment in the value of - -
Aggregate amount of impairment in the value of 273.49 280.69 investments
investments
# Deemed cost is considered to be Nil as on April 1, 2015.
# Deemed cost is considered to be Rs. Nil as on April 1, 2015.
Investments at fair value through profit or loss reflect investment in quoted and unquoted equity and debt securities.
* During the year ended March 31, 2022, the preference shares in First Energy Private Limited were redeemed by infusion of additional equity
of Rs. 12. Accordingly, the provision for Rs. 12 for investment in preference shares was considered as investment in equity shares for First Refer note 36 for determination of their fair values.
Energy Private Limited.
6 (b) Current Investments
6 (a) Non-Current Investments
Amount
Face Number of shares Amount
March 31, 2023 March 31, 2022
value per March 31, March 31, March 31, March 31,
share Investments in Mutual Funds:
2023 2022 2023 2022
Investments at Fair value through Profit and Loss:
Investments in Equity Shares:
Investments at Fair value through Profit and Loss: Units of Mutual Funds (Quoted) 662.64 452.17
Unquoted equity shares (fully paid up)
Sicom Limited# Rs. 10 10,000 10,000 - - Investments in Bonds:
Investments at Amortised Cost
Total Investment in Equity Shares - - Investments in Corporate Bonds (Unquoted) 161.78 -
Investment in preference shares
Investments at Fair value through Profit and Loss Investments at Amortised Cost
Unquoted preference shares in subsidiaries Corporate Fixed Deposits (Unquoted) 359.46 82.13
(fully paid up, redeemable)
Thermax Sustainable Energy Solutions Rs. 10 40,00,000 40,00,000 - -
Limited (6%, Cumulative)# Total value of Investments 1,183.88 534.30
Thermax Babcock & Wilcox Energy Solutions Rs. 10 5,27,00,000 5,27,00,000 72.46 68.24 Aggregate amount of quoted investments and market value thereof 662.64 452.17
Limited (8%, Cumulative, Redeemable) Aggregate amount of unquoted investments 521.24 82.13
(Net) Aggregate amount of impairment in the value of investments - -
Total investment in preference shares 72.46 68.24 Investments at fair value through profit or loss reflect investment in quoted and unquoted equity and debt securities.
Refer note 36 for determination of their fair values.


7 Trade Receivables (b) Current trade receivables

(a) Non-current trade receivables Particulars As at As at
March 31, 2023 March 31, 2022
As at As at
March 31, 2023 March 31, 2022
i) Related parties (note 34) 140.07 117.30
ii) Others 1,070.15 836.07
i) Related parties - -
Total 1,210.22 953.37
ii) Others 112.94 173.51
Total 112.94 173.51
Sub-classification of trade receivables
Secured, considered good 119.72 104.71
Sub-classification of trade receivables Unsecured, considered good 1,282.66 1,033.68
Secured, considered good - - Trade receivables which have a significant increase in credit risk 13.26 24.38
Unsecured, considered good 131.65 193.15 Trade receivables- credit impaired 26.68 27.31
Trade receivables which have a significant increase in credit risk - - 1,442.32 1,190.08
Trade receivables- credit impaired - - Less: impairment allowance (232.10) (236.71)
131.65 193.15 Total 1,210.22 953.37
Less: impairment allowance (18.71) (19.64)
No trade or other receivables are due from directors or other officers of the company either severally or jointly with any other
Total 112.94 173.51 person. Nor any trade receivables due from firms or private companies respectively in which any director is a partner, a
director or a member.
The ageing of non-current trade receivables which are due for receipt:
For terms and conditions relating to related party receivables, refer note 34.
Particulars Not Outstanding for the following period Total
due from due date of payments Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
Less than 6 months- 1-2 2-3 More than
6 months 1 year years years 3 years The ageing of current trade receivables which are due for receipt:
(i) U
ndisputed Trade March 31, 2023 108.63 - 23.02 - - - 131.65 Particulars Not due Outstanding for the following period Total
Receivables- from due date of payments
Considered Good Less than 6 months- 1-2 2-3 More than
March 31, 2022 193.15 - - - - - 193.15 6 months 1 year years years 3 years
Less: Impairment March 31, 2023 (18.71) (i) Undisputed Trade March 31, 2023 753.03 334.52 131.83 48.81 27.44 97.46 1,393.09
allowance Receivables- March 31, 2022 593.80 324.25 57.78 49.48 26.47 77.15 1,128.93
Considered Good
March 31, 2022 (19.64)
(ii) Undisputed Trade March 31, 2023 - - 0.03 - 0.19 13.04 13.26
Total March 31, 2023 108.63 - 23.02 - - - 112.94 Receivables- which March 31, 2022 - - - - - 24.38 24.38
March 31, 2022 193.15 - - - - - 173.51 have significant
The above ageing includes retention receivables which are classified as due or not due on the basis of the contractual terms (iii) Undisputed Trade March 31, 2023 2.05 2.78 1.65 7.22 3.53 9.45 26.68
with respective customers. Receivables- credit March 31, 2022 0.15 3.35 4.10 5.03 5.79 8.89 27.31
impaired
(iv) Disputed Trade March 31, 2023 - - - - - 9.29 9.29
Receivables- March 31, 2022 - - - - 0.92 8.54 9.46
Considered Good
(v) Disputed Trade March 31, 2023 - - - - - - -
Receivables- which March 31, 2022 - - - - - - -
have significant


Particulars Not due Outstanding for the following period Total Details of non-current loans to Promoters, Directors, Key Management Personnel and
from due date of payments related parties
Less than 6 months- 1-2 2-3 More than Type of Borrower As at March 31, 2023 As at March 31, 2022
6 months 1 year years years 3 years Amount of loan Percentage to the Amount of loan Percentage to the
(vi) Disputed Trade March 31, 2023 - - - - - - - or advance in the loan or advance in or advance in the loan or advance in
Receivables- credit March 31, 2022 - - - - - - - nature of loan the nature of loan nature of loan the nature of loan
impaired outstanding % outstanding %
Sub-total March 31, 2023 755.08 337.30 133.51 56.03 31.16 129.24 1,442.32 Rs. Rs.
March 31, 2022 593.95 327.60 61.88 54.51 33.18 118.96 1,190.08 Promoters - - -
Directors - - -
Key Management Personnel - - -
allowance March 31, 2022 (236.71) Related Parties - - -
Total March 31, 2023 755.08 337.30 133.51 56.03 31.16 129.24 1,210.22 Gross 4.12 100% 4.12 100%
March 31, 2022 593.95 327.60 61.88 54.51 33.18 118.96 953.37 Net - - -
#Loans to related party is disclosed net of impairment allowance of Rs. 4.12 (March 31, 2022: Rs. 4.12).
The above ageing includes retention receivables which are classified as due or not due on the basis of the contractual terms
with respective customers. (b) Current loans
As at As at
(c) The following table summarises the change in impairment allowance measured using March 31, 2023 March 31, 2022
the life time expected credit loss model (Pursuant to Ind AS 109): Unsecured, considered good
At amortised cost
Provision on Provision on Unbilled Revenue Loan to related parties (note 34) 170.89 -
Trade Receivables (Refer note 9(b)) Loan to employees 0.98 1.49
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022 Total 171.87 1.49
At the beginning of the year 256.35 279.13 10.07 8.04 Classification of above is as follows:
Loans receivables- Considered good- Secured - -
Less: Bad debts/ write off (32.48) (14.39) - -
Loans receivables- Considered good- Unsecured 171.87 1.49
223.87 264.74 10.07 8.04
Loans receivables which have significant increase in credit risk - -
Provision made during the year 69.93 58.41 2.97 2.94 Loans receivables- Credit impaired - -
Utilised/ reversed during the year (42.99) (66.80) - (0.91) Total 171.87 1.49
At the end of the year 250.81 256.35 13.04 10.07
Details of current loans to Promoters, Directors, Key Management Personnel and related
Also refer note 34 for impairment provision on related party balances. parties
Type of Borrower As at March 31, 2023 As at March 31, 2022
8 Loans Amount of loan Percentage Amount of loan Percentage
(a) Non-current loans or advance in the to the loan or or advance in the to the loan or
nature of loan advance in the nature of loan advance in the
As at As at outstanding nature of loan outstanding nature of loan
March 31, 2023 March 31, 2022 Rs. % Rs. %
Unsecured, considered good Promoters - - - -
At amortised cost Directors - - - -
Loan to related parties (note 34)# - - Key Management Personnel - - - -
Related Parties - - - -
Loan to employees 2.68 2.74
Gross 170.89 100% - -
Total 2.68 2.74
Net 170.89 100% - -
Classification of above is as follows:
Loans receivables- Considered good- Secured - - Loans are various kinds of non-derivative financial assets which generate fixed interest income for the Company. The tenure
Loans receivables- Considered good- Unsecured 2.68 2.74 of such loans has different time range based on employee’s eligibility.
Loans receivables which have significant increase in credit risk - - No loans are due from directors or Key Managerial Personnel of the Company either severally or jointly with any other
Loans receivables- Credit impaired - - person or from private companies or firms in which any director is a partner, a director or a member respectively.
Total 2.68 2.74
For terms and conditions relating to loans given to related parties, refer note 32 (A).


9 Financial Assets Other comprehensive income

(a) Other non-current assets Particulars March 31, 2023 March 31, 2022
As at As at Deferred tax related to items recognised in other comprehensive income
March 31, 2023 March 31, 2022 during the year
Bank deposits with maturity of more than 12 months# 2.25 25.95 Net (gain) or loss on revaluation of cash flow hedge 0.07 0.06
Security Deposits* 7.91 8.22 Net (gain) or loss on remeasurements of defined benefit plans (2.69) 1.37
Total 10.16 34.17
Deferred tax credited in other comprehensive income (2.62) 1.43
#Out of above bank deposits, Rs. 0.15 (March 31, 2022: Rs. 0.15) are pledged as margin money.
Reconciliation of tax expense and accounting profit multiplied by India’s domestic tax rate
(b) Other current assets for March 31, 2023 and March 31, 2022
As at As at
March 31, 2023 March 31, 2022
Derivative instruments at fair value through OCI Accounting profit before tax (before exceptional items) 424.29 270.06
Cash flow hedges At India's statutory income tax rate (as per Income Tax Act, 1961) of 25.17% 106.79 67.97
Foreign exchange forward contracts 1.11 0.80 - Dividend income (1.78) (4.86)
Derivative instruments at fair value through profit or loss - Fair value gain on FVTPL investments (0.50) (5.00)
- Deferred tax on account of utilisation of losses of previous year(s) (5.27) (2.22)
- Other permanent differences 2.99 (0.62)
At amortised cost
Effective tax 102.23 55.27
Export incentive receivable 6.18 5.70
Unbilled revenue (Contract assets)^ 180.96 130.80 Total income tax expense reported in the Statement of profit and loss 102.23 55.27
Security Deposits* 1.98 1.68
Others 24.41 29.80 Deferred tax
Total 216.48 172.45 Statement of profit and loss
*Includes lease deposits given to directors of Rs. 0.18 (March 31, 2022: Rs. 0.18). The maximum amount due from directors during Deferred tax relates to the following:
the year amounted to Rs. 0.18 (March 31, 2022: Rs. 0.18). This also includes deposits given to various other parties for rent, utilities
etc. Refer note 34. Accelerated depreciation for tax purposes 0.83 3.08
Financial assets at fair value through other comprehensive income reflect the change in fair value of foreign exchange forward contracts,
designated as cash flow hedges to hedge highly probable forecast sales and purchases in various foreign currencies.
Employee benefit obligations 1.40 1.86
Ûnbilled revenue is disclosed net of impairment allowance of Rs. 13.04 (March 31, 2022: Rs. 10.07) for contract assets. Provision for doubtful debts and liquidated damages 4.59 0.79
10 Income Taxes Fair value gains on investment classified as fair value through profit and loss - -
The major components of income tax expense for the year ended March 31, 2023 and March 31, 2022 are: Temporary differences in accounting treatment as required by Income tax 1.35 (1.46)
standards
Statement of profit and loss Items allowed on payment basis / temporary disallowances 2.62 (0.53)
Particulars March 31, 2023 March 31, 2022 Others (7.47) (0.52)
Current tax 98.91 52.05 Deferred tax expense/(income) in the Statement of profit and loss 3.32 3.22
Deferred tax 3.32 3.22
Income tax expense reported in the Statement of profit and loss 102.23 55.27


Balance sheet (b) Other current assets

Particulars As at As at As at As at
Deferred tax relates to the following: Unsecured, considered good
Accelerated depreciation for tax purposes (53.78) (52.95) Advance to suppliers 133.05 76.15
Revaluation of cash flow hedges (0.15) (0.06) Advance to employees 7.59 6.42
Employee benefit obligations 10.43 11.96 Advance to related parties (note 34) 57.49 54.98
Provision for doubtful debts and liquidated damages 71.13 75.72 Prepayments 17.96 17.33
Items allowed on payment basis / temporary disallowances 4.91 7.95 Balances with government authorities 99.35 71.71
Temporary differences in accounting treatment as required by Income tax 1.36 2.71 Prepaid employee benefits (note 33) 4.75 11.95
standards Others* 1.81 5.32
Others (includes impact on account of deferred tax asset on brought forward 13.96 3.31 Total 322.00 243.86
losses)
*Others includes recovery of other expenses.
Net deferred tax assets 47.86 48.64
There were no advances due by directors or officers of the Company or any of them severally or jointly with any other
Reconciliation of deferred tax assets (net) persons or amounts due by firms or private companies respectively in which such director is a partner or a member.
Particulars As at As at For terms and conditions relating to loans given to related parties, refer note 34.
March 31, 2023 March 31, 2022
Opening balance as at April 1 48.64 53.28 12 Inventories (Valued at Lower of Cost and Net Realisable Value)
Tax (expense)/income during the period recognised in profit or loss (3.32) (3.22) As at As at
Tax expense during the period recognised in other comprehensive income 2.54 (1.43) March 31, 2023 March 31, 2022
Closing balance as at March 31 47.86 48.64 Raw materials, components and bought-outs* 209.89 201.67
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off income tax assets and Finished goods 32.66 24.47
liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. Stores and spares 3.86 3.94
The Company has not recognised deferred tax asset of Rs. 0.76 (March 31, 2022: Rs. 4.03) on provision of impairment in Total 390.78 370.35
subsidiaries of Rs. 3 (March 31, 2022: Rs. 16).
*includes goods in transit Rs. 12.88 (March 31, 2022: Rs. 7.29)
The Company has tax losses (of capital in nature) of Rs. 80.84 (March 31, 2022: Rs. 131.88) that are available for offsetting For the year ended March 31, 2023 Rs. (6.44) (March 31, 2022: Rs. (3.94)) was recognised (net of reversals) as an expense
for future taxable capital profits. These losses will expire by March 2029. Deferred tax assets have not been recognised in for inventories carried at net realisable value. These were recognised as expense during the year and included in cost of raw
respect of these losses as they may not be used to offset taxable capital profits elsewhere in the Company and there are no materials and components consumed in the Statement of profit and loss.
other tax planning opportunities or other evidence of recoverability in the near future. If the Company were able to recognise
all unrecognised deferred tax assets, the profit for the year would increase by Rs. 18.50 (March 31, 2022: Rs. 30.17) 13 (a) Cash and Cash Equivalents
As at As at
11 Other Assets March 31, 2023 March 31, 2022
(a) Other non-current assets Balances with banks
As at As at - in current accounts (including balances with EEFC accounts) 98.53 59.46
March 31, 2023 March 31, 2022 - in deposits with original maturity of less than three months* 22.01 68.01
Unsecured, considered good Cheques, drafts on hand 0.07 0.81
Advance to suppliers 0.07 0.07 Cash on hand 0.21 0.32
Capital advance (includes advance to related party Rs.0.65 (March 31, 2022: Rs. 3.51 15.08 Total 120.82 128.60
0.90)) (note 34)
*Short-term deposits are made for varying periods ranging between one day and three months, depending on the immediate cash
Balances with government authorities 29.39 58.24 requirements of the Company, and earn interest at the respective short-term deposit rates.
Prepayments 17.56 0.16
Total 50.53 73.55 Out of cash and cash equivalents balance as at March 31, 2023, Rs. 11.44 (March 31, 2022: Rs. 13.17) held as security
against import commitments.


13 (b) Other Bank Balances (c) Equity share capital held by holding company
As at As at As at As at
Bank deposits with original maturity more than three months and remaining maturity 286.97 312.19 Holding company
less than twelve months RDA Holdings Private Limited 12.87 12.87
Unpaid dividend account (restricted) 0.69 0.78 6,43,28,500 (March 31, 2022: 6,43,28,500) equity shares of Rs. 2/- each fully paid
Total 287.66 312.97
(d) Details of equity shares held by shareholders holding more than 5% of the aggregate
13 (c) Changes in Liabilities from Financing Activities shares in the Company (refer note (f) below)
Particulars Borrowings Unpaid dividend Lease liabilities As at As at
As on April 1, 2021 140.75 0.89 6.91 March 31, 2023 March 31, 2022
Cash flow 39.25 (0.11) (1.62) RDA Holdings Private Limited, India
As at March 31, 2022 180.00 0.78 5.29 % 53.99 53.99
Cash flow 40.00 (0.09) (1.12) No. of shares 6,43,28,500 6,43,28,500
As at March 31, 2023 220.00 0.69 4.17 ARA Trusteeship Company Private Limited, India
% 7.99 7.99
14 Share Capital No. of shares 95,20,805 95,20,805
As at As at Kotak Mahindra Mutual Fund
March 31, 2023 March 31, 2022 % 6.98 7.02
Authorised shares (Nos) No. of shares 83,22,863 83,62,109
37,50,00,000 (March 31, 2022: 37,50,00,000) equity shares of Rs. 2/- each 75.00 75.00 Nalanda India Equity Fund Ltd.
75.00 75.00 % 6.86 6.86
Issued, subscribed and fully paid share capital (Nos) No. of shares 81,76,668 81,76,668
11,91,56,300 (March 31, 2022: 11,91,56,300) equity shares of Rs. 2/- each 23.83 23.83
As per records of the Company, including its register of shareholders/ members and other declarations received from
Total issued, subscribed and fully paid-up share capital 23.83 23.83
shareholders regarding beneficial interest, the above shareholding represents the legal ownerships of shares.
(a) Reconciliation of the shares outstanding at the beginning and at the end of the year
(e) Details of equity shares held by promoters in the Holding Company (refer note (f) below)
No. of shares Rs.
As at As at
Equity share of Rs. 2 each issued, subscribed and fully paid
March 31, 2023 March 31, 2022
As at April 1, 2021 11,91,56,300 23.83
RDA Holding Private Limited, India
% 53.99 53.99
As at March 31, 2022 11,91,56,300 23.83
No. of shares 6,43,28,500 6,43,28,500
As at March 31, 2023 11,91,56,300 23.83
ARA Trusteeship Company Private Limited, India
% 7.99 7.99
(b) Terms/ rights attached to equity shares
No. of shares 95,20,805 95,20,805
The Company has one class of equity shares having a par value of Rs. 2 per share. Each shareholder is eligible for one % of change during the year - -
vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders
Mr. Pheroz Pudumjee
in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity
% ** **
shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts,
in proportion to their shareholding. No. of shares 6,000 6,000
** Represents less than 0.01%


(f) The Company has several trusts (73 nos) set up for welfare of employees and ESOP named Thermax Employee ESOP Capital reserve
and Welfare Trust. Such trusts together hold 65,41,440 (March 31, 2022: 65,41,440) equity shares representing 5.49% Pertains to reserves arising on amalgamations in the past which is required to be maintained as per statute and cannot be
(March 31, 2022: 5.49%) of equity share in the Company. distributed to the shareholders.
(g) There were no buy back of shares/issue of shares for consideration other than cash during the period of five years General reserve
immediately preceding the reporting date.
Represents amounts transferred from retained earning in earlier years as per the requirements of the erstwhile Companies
Act, 1956.
15 (a) Other Equity
As at As at Cash flow hedge reserve
March 31, 2023 March 31, 2022
This reserve comprises the effective portion of the cumulative net change in the fair value of the cash flow hedge
Reserves and surplus
instruments related to hedged transactions that have not yet occurred.
Capital redemption reserve 50.34 50.34
Securities premium 61.13 61.13
Share based payment reserve
Capital reserve 1.92 1.92
The Company has established equity-settled share based payment plan for certain categories of employees of the
General reserve 429.14 429.14
Company. Refer note 40 for further details.
Share based payment reserve
Opening balance - -
15 (b) Distribution Made and Proposed
Add: Compensation for options granted during the year (Includes Rs. 0.47 2.52 -
(March 31, 2022: Rs, Nil) related to subsidiary) March 31, 2023 March 31, 2022
Closing balance 2.52 - Cash dividend on Equity shares declared and paid:
Retained earnings Final dividend for the year 2021-22: Rs. 9 per share (2020-21: Rs. 7/- per share) 107.24 83.41
Opening balance 2,434.47 2,313.03 107.24 83.41
Add: Profit for the year 329.26 200.79 Proposed dividend on Equity shares:
Less: Final Dividend paid 107.24 83.41 Proposed dividend for the year 2022-23: Rs. 10 per share (2021-22: Rs. 9/- per 119.16 107.24
share)
Movement during the year 222.02 117.38
Items of other comprehensive income recognised directly in retained
Proposed dividend on equity shares are subject to approval at the annual general meeting and are not recognised as a
earnings:
liability as at the reporting date.
Re-measurement (loss)/gain on defined benefit plans, net of tax Rs. 2.69 (7.99) 4.06
(March 31, 2022: Rs. 1.37)
Net surplus in the Statement of profit and loss 2,648.50 2,434.47
16 Trade Payables
Total Reserves and Surplus 3,193.55 2,977.00 (a) Non-current trade payables
Other Reserves As at As at
Cash flow hedge reserve March 31, 2023 March 31, 2022
Opening balance 0.17 (0.01) Total outstanding dues of micro and small enterprises (note 16 (c)) - -
Add: Movement during the year (net) 0.28 0.24 Total outstanding dues of creditors other than micro and small enterprises:
Less: Tax on movement during the year (0.07) (0.06) (i) Related parties (note 34) 5.59 14.64
Closing balance 0.38 0.17 (ii) Others 28.86 45.14
Total 3,193.93 2,977.17 Total 34.45 59.78
Capital redemption reserve There are no non-current outstanding dues of micro and small enterprises.
Pertains to reserve created towards redemption of debentures and can be utilised in accordance with the provisions of the
Companies Act, 2013 (“the Act”).
Securities premium
Securities premium is used to record the premium on issue of shares. The reserve can be utilised in accordance with the
provisions of the Act.


The ageing of non-current trade payables which are due for payment: (c) Details of dues to micro and small enterprises as defined under the Micro, Small and
Particulars Not due Outstanding for the following period Total Medium Enterprises Development (MSMED) Act, 2006
from due date of payments As at As at
Less than 1-2 2-3 More than March 31, 2023 March 31, 2022
a year years years 3 years i) The principal amount and the interest due thereon remaining unpaid to any
(i) Micro and small March 31, 2023 - - - - - - supplier as at the end of each accounting year
enterprises March 31, 2022 - - - - - - - Principal amount outstanding (whether due or not) to micro and small 346.77 271.46
(ii) Others March 31, 2023 34.45 - - - - 34.45 enterprises*
- Interest due thereon 0.51 0.29
March 31, 2022 59.78 - - - - 59.78
ii) The amount of interest paid by the Company in terms of section 16 of the - 0.35
(iii) Disputed dues- Micro March 31, 2023 - - - - - -
MSMED Act, 2006 along with the amounts of the payment made to the supplier
and small enterprises March 31, 2022 - - - - - - beyond the appointed day during each accounting year
(iv) Disputed dues- Others March 31, 2023 - - - - - - iii) The amount of payment made to the supplier beyond the appointed day during 166.64 150.07
March 31, 2022 - - - - - - the year
Total March 31, 2023 34.45 - - - - 34.45 iv) The amount of interest due and payable for the period of delay in making 1.72 0.97
March 31, 2022 59.78 - - - - 59.78 payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under the MSMED Act, 2006
v) The amount of interest accrued and remaining unpaid at the end of each 2.23 1.27
(b) Current trade payables accounting year
As at As at vi) The amount of further interest remaining due and payable even in the 2.23 1.73
March 31, 2023 March 31, 2022 succeeding years, until such date when the interest dues as above are actually
Total outstanding dues of micro and small enterprises (note 16 (c)) 347.28 271.75 paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under section 23 of the MSMED Act 2006
Total outstanding dues of creditors other than micro and small enterprises:
* Information in this regard is on basis of intimation received, on requests made by the Company, with regards to registration of vendors
(i) Related parties (note 34) 98.07 76.29 under the said Act.
(ii) Others 592.73 627.30
Total 1,038.08 975.34 17 Financial Liabilities
As at As at
Trade payables are non-interest bearing and are generally on terms of 30 to 90 days. March 31, 2023 March 31, 2022
At amortised cost
The ageing of current trade payables which are due for payment: Trade deposits - 0.11
Particulars Not due Outstanding for the following period Total Liability towards employee separation scheme - 0.97
from due date of payments Total - 1.08
Less than 1-2 2-3 More than (b) Other current liabilities
a year years years 3 years
(i) Micro and small March 31, 2023 289.25 50.44 3.25 0.78 3.56 347.28 As at As at
enterprises March 31, 2022 241.88 25.75 1.28 1.08 1.76 271.75 March 31, 2023 March 31, 2022
(ii) Others March 31, 2023 299.36 135.75 13.15 6.09 20.10 474.45 Derivative instruments at fair value through OCI
Cash flow hedges
March 31, 2022 279.63 188.01 13.57 7.90 18.96 508.07 Foreign exchange forward contracts 0.57 0.64
(iii) Disputed dues- Micro March 31, 2023 - - - - - - Derivative instruments at fair value through profit or loss
and small enterprises March 31, 2022 - - - - - - Derivative not designated as hedges
(iv) Disputed dues- Others March 31, 2023 - - 0.27 - 0.24 0.51 Foreign exchange forward contracts 3.68 2.06
March 31, 2022 - 0.27 - - 0.24 0.51 At amortised cost
Subtotal March 31, 2023 588.61 186.19 16.67 6.87 23.90 822.24 Employee related payables 71.31 56.40
Payables for property, plant & equipments and intangible assets 6.82 0.99
March 31, 2022 521.51 214.03 14.85 8.98 20.96 780.33 Book overdraft - 7.34
Unbilled trade payables 215.84 Unpaid dividend 0.69 0.78
(Includes year end accruals) 195.01 Liability towards employee separation scheme 1.02 1.32
Total 1,038.08 Other payables* 4.56 4.31
975.34 Total 88.65 73.84
* includes dealer deposits, security deposits, etc.


18 Provisions Movement in provisions

(a) Non-current provisions For the year ended March 31, 2023
Provision Provision for Provision for
As at As at
for onerous warranties decommissioning
March 31, 2023 March 31, 2022
contracts liability
Provision for warranties 13.96 8.98
As at April 1, 2022
Provision for decommissioning liability 10.12 9.08
Balance at the beginning 12.92 85.61 9.08
Total 24.08 18.06
Additional provision recognised 1.06 18.78 -
Unused amounts reversed (4.36) (24.76) -
(b) Current provisions
Unwinding of discount - 5.50 1.04
As at As at Utilised during the year (3.07) (4.40) -
March 31, 2023 March 31, 2022
As at March 31, 2023 6.55 80.73 10.12
Provision for employee benefits
Details of provisions:
Provision for leave encashment 38.26 38.04
Current 6.55 66.77 -
38.26 38.04
Non-Current - 13.96 10.12
Other provisions
Total 6.55 80.73 10.12
Provision for onerous contracts 6.55 12.92
Provision for warranties 66.77 76.63 19 Other Liabilities
73.32 89.55
Total 111.58 127.59
As at As at
Provision for decommissioning liability March 31, 2023 March 31, 2022
Customer advances (Contract liabilities) - 21.42
A provision has been recognised for decommissioning costs associated with the properties taken on lease by the Company.
The Company is committed to restore the sites as a result of the conclusion of manufacturing activities. The timing of cash Total - 21.42
outflows in respect of such provision cannot be reasonably determined.
(b) Other current liabilities
Provision for warranties As at As at
Warranty costs are provided based on a technical estimate of the costs required to be incurred for repairs, replacements, March 31, 2023 March 31, 2022
material costs, servicing cost and past experience in respect of such costs. It is expected that this expenditure will be Unearned revenue (Contract liabilities) 466.83 292.01
incurred over the contracted warranty period ranging up to 2 years. If warranty claim costs vary by 10% from management’s Customer advances (Contract liabilities)
estimate, the warranty provisions would be an estimated Rs. 8.07 higher or lower (March 31, 2022: Rs. 8.56). (i) Related Parties (note 34) 38.14 15.43
(ii) Others 837.39 612.87
Provision for onerous contracts Other advances# 14.20 -
A provision for expected loss on construction contracts is recognised when it is probable that the contracts costs will exceed Statutory dues and other liabilities* 37.49 20.43
total contract revenue. For all other contracts, provision is made when the unavoidable costs of meeting the obligation under Total 1,394.05 940.74
the contract exceed the estimated economic benefits. The timing of cash outflows in respect of such provision is over the
contract period. * mainly includes tax deducted at source, GST, provident fund, ESIC etc.
# consists of advance received against sale of property, plant and equipment etc.


20 Borrowings ii) Revenue by geographical market:

Current borrowings March 31, 2023 March 31, 2022
Within India 4,067.07 3,031.89
As at As at
Outside India 1,053.07 951.87
March 31, 2023 March 31, 2022
Secured loans from banks 10.00 -
Unsecured loans from banks 210.00 180.00 iii) Revenue by segment:
Total 220.00 180.00
March 31, 2023
Industrial Industrial Infra Chemical Total
Secured loans pertains to packing credit amounting to Rs. 10 (March 31, 2022: Rs. Nil) that are payable by the Company
Products
within 90 days from the invoice date.
These loans were secured by hypothecation of present and future stock of all inventories, stores and spares not related to External Revenue 2,812.00 1,781.82 599.11 5,192.93
plant and equipment, book debts and other moveable assets in March 31, 2022. Less: Inter segment (61.46) (4.95) (6.38) (72.79)
Total revenue from contracts with customers 2,750.54 1,776.87 592.73 5,120.14
Unsecured loans pertains to packing credit of Rs. 210 (March 31, 2022: Rs. 180) carries an interest rate of 5.25% to Other operating income 17.12 (4.78) 8.68 21.02
5.85% (March 31, 2022: 2% to 2.85%) due for repayment within 90-360 days (March 31, 2022: 180-360 days) from date of Total revenue from operations 2,767.66 1,772.09 601.41 5,141.16
disbursement or expected shipment date whichever is earlier.
March 31, 2022

21 Revenue from Operations
Industrial Industrial Infra Chemical Total
(a) Revenue from contracts with customers: Products
March 31, 2023 March 31, 2022 Revenue from contracts with customers
Revenue from projects and products 4,469.41 3,550.04 External Revenue 2,179.31 1,372.58 505.85 4,057.74
Revenue from services 650.73 433.72 Less: Inter segment (65.71) - (8.27) (73.98)
Total revenue from contracts with customers (a) 5,120.14 3,983.76 Total revenue from contracts with customers 2,113.60 1,372.58 497.58 3,983.76
Other operating income 25.18 1.40 5.04 31.63
(b) Other operating income Total revenue from operations 2,138.78 1,373.98 502.62 4,015.39
March 31, 2023 March 31, 2022 iv) Contract balances:

Export incentives 21.50 12.43 The following table provides information about contract balances from contracts with customers as at the reporting date:
Sale of Scrap 15.18 12.43
Commission income 3.20 2.48 March 31, 2023 March 31, 2022
Exchange fluctuation gain/(loss) (net)* (21.67) 1.87 Trade receivables (note 7) 1,323.16 1,126.88
Royalty income 2.81 2.42 Unbilled revenue (Contract asset) (note 9(b)) 180.96 130.80
Total other operating income (b) 21.02 31.63 Unearned revenue (Contract liability) (note 19(b)) 466.83 292.01
Total revenue from operations (a+b) 5,141.16 4,015.39 Customer advances (Contract liability) (note 19) 875.53 649.72
* Includes mark to market loss on forward contracts not subjected to hedge accounting Rs. 1.84 (March 31, 2022: gain Rs. 1.30)
Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting
(c) Disclosure pursuant to Ind AS 115: Revenue from Contracts with Customers date from projects and customised contracts. The Contract assets are transferred to Trade receivables on completion of
milestones and its related invoicing.
i) Revenue by category of contracts:
March 31, 2023 March 31, 2022 The contract liabilities relate to unearned revenue and customer advances where performance obligations are yet to be
Over a period of time basis 2,803.61 2,122.42 fulfilled as per the contracts. The fulfilment of the performance obligations will extinguish these liabilities and revenue will be
At a point-in-time basis 2,316.53 1,861.34 recognised, with no impact on the Company’s cash positions on specific projects.


v) Revenue recognised in the reporting period that was included in the contract liabilities balance March 31, 2023 March 31, 2022
at the beginning of the year:
Amount of revenue yet to be recognised for contracts in progress 3,754.64 4,300.41
March 31, 2023 March 31, 2022
Unearned revenue 207.38 185.76 The Company expects that a significant portion of the remaining performance obligation will be completed in next 1 to 2
Customer advance 461.46 395.16 years. However, the contracts with customers for supply of utilities are for a longer period.
vi) Changes in unbilled revenue and unearned revenue for the year: viii) Reconciliation between revenue recognised in Statement of profit and loss and contract price:
The explanation of the significant changes in the unbilled and unearned balances during the reporting period is presented in There is no significant variation between revenue recognised in Statement of profit and loss and contract price except price
the table below: variation claims, which are considered to be part of contract price.

2023 2023 2022 2022
22 Other Income
Opening unbilled revenue (refer note 9(b)) 130.80 103.58 March 31, 2023 March 31, 2022
Opening unearned revenue (refer note 19(b)) 292.01 (161.21) 254.71 (151.13) Interest income from financial assets carried at amortised cost
- Transfer of contract assets to receivable from (125.48) (95.12) Loan to subsidiary 6.43 3.15
opening unbilled revenue Bank deposits 41.48 31.29
- Increase in revenue as a result of changes in the 207.38 185.76
Interest income from financial assets at fair value through profit and loss
measure of progress from the opening unearned
revenue Loan to subsidiary (preference shares) 4.21 4.21
- Transfer of contract assets to receivables (2,793.76) (2,041.39) Other interest income 0.36 4.95
- Increase in revenue as a result of changes in the 2,596.23 1,936.67 Dividend income from equity investments carried at cost 7.09 19.30
measure of progress Fair value gain on financial instrument at fair value through profit and loss (net) 40.04 37.89
- Others* (9.03) (124.66) 4.00 (10.08)
Liabilities no longer required written back 9.89 12.18
Closing unbilled revenue (refer note 9(b)) 180.96 130.80
Miscellaneous income^^ 26.84 11.59
Closing unearned revenue (refer note 19(b)) 466.83 (285.87) 292.01 (161.21)
Total 136.34 124.56
* includes adjustments on account of onerous contracts, impairment allowance on contract assets, etc.
^Încludes rent income of Rs. 5.09 (March 31, 2022: Rs. 4.19); refer note 31 C (i)
vii) Performance obligations:
Performance obligation in a project or a group of projects which are contracted at or near same time with the same 23 Cost of Raw Material and Components Consumed
or related parties and negotiated simultaneously, are combined for the purpose of evaluation. The Company has
estimated that multiple commitments pertaining to engineering, procurement and commissioning of such projects is a March 31, 2023 March 31, 2022
single performance obligation which is spread over different accounting periods. Inventories at the beginning of the year 201.67 125.35
Add: Purchases 2,856.23 2,418.61
Performance obligation for products are evaluated on standalone basis, recognised at a point in time. 3,057.90 2,543.96
Generally, performance obligations for such contracts have an original expected duration of one year or less. Inventories at the end of the year (209.89) (201.67)
Total 2,848.01 2,342.29
There are no major contracts with customers which have significant financing component included within them and
therefore there is no difference between the timing of satisfaction of performance obligation vis a vis the timing of the
payment.
Remaining performance obligations:

The following table includes revenue expected to be recognised in the future related to performance obligations that
are unsatisfied (or partially unsatisfied) at the reporting date.
The Company applies practical expedient included in para 121 of Ind AS 115 and does not disclose information about its
remaining performance obligations for contracts that have an original expected duration of one year or less.


24 (Increase)/Decrease in Inventories of Finished Goods, Work-in-Progress and 28 (a) Other Expenses

Traded Goods March 31, 2023 March 31, 2022
March 31, 2023 March 31, 2022 Consumption of stores and spare parts 61.71 51.67
Inventories at the beginning of the year Power and fuel 46.24 39.03
Work-in-progress 134.62 83.70 Freight and forwarding charges (net of recovery) 104.09 100.17
Finished goods 24.47 28.32 Site expenses and contract labour charges 607.59 437.16
Drawing, design and technical service charges 49.09 8.35
Sales commission 22.04 14.69
164.74 117.93
Advertisement and sales promotion 17.37 7.31
Less: inventories at the end of the year
Rent (note 31 C (ii)) 8.91 7.69
Rates and taxes 10.26 11.23
Finished goods 32.66 24.47 Insurance 9.86 5.29
Traded goods 7.80 5.65 Repairs and maintenance:
177.03 164.74 Plant and machinery 12.97 16.54
Total (12.29) (46.81) Buildings 4.06 3.27
Others 55.18 33.60
25 Employee Benefits Expense Travelling and conveyance 56.04 39.25
March 31, 2023 March 31, 2022 Legal and professional fees (includes payment to auditor; refer note 28 (b)) 73.88 68.72
Salaries and wages 489.97 418.73 Director sitting fees 0.75 0.69
Provision for doubtful advance 2.92 2.84
Employee share-based payment expense (refer note 40) 2.05 -
Provision for impairment allowance of financial assets (net) 29.91 (6.37)
Contribution to provident and other funds 32.54 28.30
Warranty expenses (net) 6.98 36.28
Gratuity expense (note 33) 7.23 6.84
Loss on sale/ discard of assets (net) 3.53 (7.74)
Staff welfare expenses 31.86 23.94
CSR expenditure (note 28 (c)) 5.37 6.66
Total 563.65 477.81 Miscellaneous expenses (includes printing, communication, postage, security 29.07 38.58
expense, etc.)
26 Finance Costs 1,217.82 914.91
March 31, 2023 March 31, 2022 Less: capitalised during the year (refer note 4 (d)) - (0.12)
Interest expense 13.04 6.86 Less: expenses recovered from group companies - (7.55)
Unwinding of discount 6.54 6.47 Total 1,217.82 907.24
Total 19.58 13.33
28 (b) Payment to Auditors
27 Depreciation and Amortisation Expense March 31, 2023 March 31, 2022
As auditor
March 31, 2023 March 31, 2022
Audit and limited review fee 2.23 1.75
Depreciation of property, plant and equipment (note 4 (a)) 58.69 53.98
In other capacity
Depreciation of right-of-use assets (note 4 (b)) 1.63 2.49
Other services 0.06 0.10
Amortisation of intangible assets (note 4 (c)) 12.83 10.72
Reimbursement of expenses 0.05 0.02
Total 73.15 67.19 Total 2.34 1.87


28 (c) Corporate Social Responsibility (CSR) 31 Contingent Liabilities and Commitments

March 31, 2023 March 31, 2022 A Contingent liabilities
(a) Gross amount required to be spent by the Company during the year 5.37 6.66 a) Taxes*^
(b) Amount spent during the year^ 5.37 6.66 March 31, 2023 March 31, 2022
(c) Shortfall at the end of the year - - Excise, Customs Duty and Service tax 8.05 159.12
(d) Total of previous years shortfall - - Sales tax 16.76 19.72
(e) Reason for shortfall NA NA Income tax demands disputed in appellate proceedings# 85.01 68.43
(f) Nature of CSR activities Education, Skill Disaster Relief, References/appeals preferred by the Income tax department in respect of which, 16.36 16.91
Development, Education, Skill should the ultimate decision be unfavourable to the Company
Rural Development,
Others 0.12 0.10
Development Rural
Development * Excluding of interest and penalty thereon.
(g) Details of related party transactions in relation to CSR expenditure as per 5.37 6.66 # The above excludes the effects of similar disallowances, if any, for any subsequent period that are pending for open assessments.
relevant Accounting Standard:
^ Against income tax disputed demand, the Company has received favourable ITAT orders in earlier years (similar issues) for Rs. 93.62
(March 31, 2022: Rs. 59.45)
^The amount is contributed to Thermax Foundation, India (refer note 34) which is engaged in education of economically underprivileged
children by addressing social discrimination through affirmative actions, skill development and employability initiatives. b) Guarantees on behalf of subsidiaries
There is no provision for CSR expedniture as at March 31.2023 and March 31, 2022. March 31, 2023 March 31, 2022
Counter corporate guarantees issued to banks (Also refer note 32) 147.51 92.64
29 Earnings Per Share Indemnity bonds, letter of support/comfort and corporate guarantees (Also refer 2,527.98 2,001.17
March 31, 2023 March 31, 2022 note 32)
Net profit after tax attributable to the Equity shareholders 329.26 200.79
The Company has issued various guarantees for performance, deposits, tender money, advances, etc. The management
Weighted average number of Equity shares of Rs. 2/- each 11,91,56,300 11,91,56,300
has considered the probability for outflow of the same to be remote and accordingly no amount has been disclosed here.
Basic earnings per share 27.63 16.85
Diluted earnings per share 27.63 16.85
c) Others^
March 31, 2023 March 31, 2022
30 Components of Other Comprehensive Income (OCI)
Liability for export obligations 0.61 0.58
The disaggregation of changes to OCI by each type of reserve in equity is shown below:
Claims against the Company not acknowledged as debt* 206.43 209.13
The timing and amount of the cash flow which will arise from these matters, will be determined by the relevant authorities on
Cash flow hedge Retained Total settlement of the cases or on receipt of claims from customers.
reserve Earnings
Foreign exchange forward contracts - - - ^ Excluding of interest and penalty thereon.
Reclassified to Statement of profit or loss (Net) 0.21 - 0.21 *Claims against the Company not acknowledged as debt on account of ongoing arbitration/ legal dispute with the various customers /
vendors of the Company. Based on the legal opinion on few matters and management assessments of the facts of the case, no provision
Re-measurement gains on defined benefit plans - (7.99) (7.99)
against the above claim is considered. Pending resolution of the matters, it is not practicable to estimate the timing of cash outflows, if any.
Total 0.21 (7.99) (7.78)
B Capital and other commitments
For the year ended March 31, 2022 a) Liability in respect of partly paid shares Rs. Nil (March 31, 2022: Rs. 0.09).
Cash flow hedge Retained Total
reserve Earnings b) Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for is
Rs. 19.39 (March 31, 2022: Rs. 12.29).
Foreign exchange forward contracts - - -
Reclassified to Statement of profit or loss (Net) 0.18 - 0.18
Re-measurement gains on defined benefit plans - 4.06 4.06
Total 0.18 4.06 4.24


C Lease commitments 32 (A) Disclosure Required under Section 186(4) of Companies Act, 2013
i) Operating lease: Company as lessor a) Loans to related parties include loans given to subsidiaries. The particulars of which are disclosed below as required by
The Company has leased certain parts of its surplus office and buildings. The tenure of such lease agreements ranges from Sec 186(4) of the Act.
1 to 5 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to
prevailing market conditions. For nature of assets refer note 4(a). Name of the Rate of interest Due date and amount Purpose March 31, March 31,
party (p.a.) payable 2023 2022
March 31, 2023 March 31, 2022 Amount Amount
Lease rental received for the year 5.09 4.19 First Energy SBI Base rate plus The loan shall be repaid The loan has been 173.12 4.12
Private 1%, currently 7% to as per terms of agreement granted to the subsidiary
Limited* 8.55% (March 31, ranging within time period of for working capital
ii) Where the Company is lessee 2022: 8.55%) 90 to 180 days. requirements
he Company has taken land, office buildings, factory sheds, guest house, warehouse, vehicles, printers and other
T
*Before impairment allowance of Rs. 4.12 (March 31, 2022: Rs. 4.12).
office equipments on lease for a tenure of 1 to 99 years. The Company’s obligations under its leases are secured by the
lessor’s title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets. b) Bank guarantees and letters of credit issued favouring end customers on behalf of the subsidiaries. Details are as below:
However, Company has sub-leased some portion of its land and building to its subsidiary. There are no variable lease
payments and residual value guarantees for these leases. The leases are renewable on mutually agreeable terms. At the Name of the party March 31, 2023 March 31, 2022
expiry of the lease term, either party has an option to terminate the agreement or extend the term by giving notice in writing. Amount Amount
The Company also has certain leases of machinery with lease terms of 12 months or less and leases of office equipment Foreign Currency Amount Foreign Currency Amount
with low value. The Company applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for (million) (million)
these leases. Thermax Instrumentation Limited - - - 0.74
First Energy 3 Private Limited ^ - 106.74 - -
Carrying amounts of lease liabilities and the movements during the year: Thermax Onsite Energy Solutions Limited - 0.75 - 1.42
March 31, 2023 March 31, 2022 Thermax Babcock & Wilcox Energy Solutions Limited USD 2.72 22.35 USD 4.85 36.75
At the beginning of the year 5.29 6.91 Thermax Babcock & Wilcox Energy Solutions Limited - 17.67 - 53.73
Additions - - Total 147.51 92.64
Others - - Purpose: Bank guarantees issued favouring end customers on behalf of the subsidiaries.
^ The Company has issued an overall limit of non funding facilities to First Energy Private Limited and its Subsidiaries of Rs. 250 (March
Accretion of interest - -
31, 2022: Rs. Nil)
Payments made (1.12) (1.62)
Total* 4.17 5.29
c) The Company has issued letter of support/comfort and corporate guarantees on behalf of subsidiaries. Details are
given below:
Current portion 1.66 1.40
Non-current portion 2.51 3.89 Name of the party March 31, 2023 March 31, 2022
Total* 4.17 5.29 Foreign Currency Amount Foreign Currency Amount
(million) (million)
* Pertains to offices and vehicles taken on lease Thermax Instrumentation Limited - 80.00 - 80.00
Thermax Engineering Construction Company Limited - 7.00 - 10.00
Details of amounts recognised in statement of profit and loss
Thermax Babcock & Wilcox Energy Solutions Limited - 2,115.00 - 1,615.00
March 31, 2023 March 31, 2022 Thermax Cooling Solutions Limited - 12.00 - 35.00
Depreciation expense of right-of-use assets 1.63 2.49 Thermax Engineering Singapore Pte. Ltd. USD 10 82.34 USD 10 75.92
Interest expense on lease liabilities - - Danstoker A/S USD 11.9 97.98 USD 8.9 67.57
Expense relating to short-term leases #
7.47 6.87 First Energy Private Lmited - 0.15 - -
Expense relating to leases of low-value assets (included in other expenses) 1.44 0.82 Thermax Onsite Energy Solutions Limited - 10.00 - -
Total amount recognised in statement of profit or loss # 10.54 10.18 PT Thermax International Indonesia USD 11.4 93.87 USD 11.4 86.55
Rifox-Hans Richter GmbH Spezialarmaturen - - EUR 0.45 3.80
# Included in rent, travel and conveyance and staff welfare. Thermax SDN BHD, Malaysia USD 1.1 9.06 USD 1.1 8.35
Thermax (Thailand) Ltd., Thailand USD 2.5 20.58 USD 2.5 18.98
Total 2,527.98 2,001.17
The above guarantees have been issued for the purpose of various banking facilities for the subsidiaries.


32 (B) Disclosure of Ultimate Beneficiaries Name of the Date of Nature of Amount Name of the Date of further Nature of Amount
subsidiary investment transactions invested in beneficiary investment by transactions invested by
For March 31, 2023: into subsidiary subsidiary into subsidiary
Name of the Date of Nature of Amount Name of the Date of further Nature of Amount subsidiary beneficiary into
subsidiary investment transactions invested in beneficiary investment by transactions invested by beneficiary
into subsidiary subsidiary into subsidiary First Energy March 14, Loan 24.05 First Energy 4 March 14, 2023 Loan 7.52
subsidiary beneficiary into Private Limited 2023 Private Limited
beneficiary First Energy 4 March 20, 2023 Loan 0.18
First Energy June 30, 2022 Equity 12.50 Jalansar Wind Energy August 1, 2022 Equity 1.60 Private Limited
Private Limited Private Limited First Energy 5 March 14, 2023 Loan 10.81
Kanakal Wind Energy August 1, 2022 Equity 2.40 Private Limited
Private Limited First Energy 5 March 20, 2023 Loan 0.29
First Energy 2 July 5, 2022 Equity 2.00 Private Limited
Private Limited First Energy 6 March 23, 2023 Loan 5.25
First Energy 2 July 7, 2022 Equity 0.25 Private Limited
Private Limited First Energy March 29, Loan 9.28 First Energy 4 March 29, 2023 Loan 5.38
First Energy 2 July 29, 2022 Equity 1.25 Private Limited 2023 Private Limited
Private Limited First Energy TN1 Loan 0.90
First Energy 2 August 1, 2022 Equity 5.00 Private Limited
Private Limited First Energy 5 Loan 3.00
First Energy August 4, Loan 43.00 First Energy 3 August 4, 2022 Loan 38.91 Private Limited
Private Limited 2022 Private Limited
First Energy 3 August 18, 2022 Loan 0.75 For March 31, 2022:
Private Limited Name of the Date of Nature of Amount Name of the Date of further Nature of Amount
First Energy 3 August 23, 2022 Loan 0.10 subsidiary investment transactions invested in beneficiary investment by transactions invested by
Private Limited into subsidiary subsidiary into subsidiary
First Energy 3 September 14, Loan 0.20 subsidiary beneficiary into
Private Limited 2022 beneficiary
First Energy 3 December 31, Loan 3.04 Thermax Netherlands April 8, 2021 Equity EUR 1.06 Thermax Denmark April 9, 2021 Equity EUR 1.01
Private Limited 2022 B.V., Netherlands Million ApS, Denmark Million (Rs.
First Energy September 5, Equity 10.00 First Energy 3 September 7, Equity 5.00 (Rs. 9.37 crs) 8.93 crs)
Private Limited 2022 Private Limited 2022 First Energy Private August 24, Equity Rs. 22 crs First Energy TN 1 March 16, 2022 Equity Rs. 22 crs
First Energy 3 September 8, Equity 5.00 Limited, India 2021 Private Limited, India
Private Limited 2022 Thermax Netherlands September 9, Equity EUR 0.6 Thermax Denmark September 16, Equity EUR 0.5
First Energy September 8, Equity 30.00 First Energy 3 September 12, Equity 30.00 B.V., Netherlands 2021 Million ApS, Denmark 2021 Million (Rs.
Private Limited 2022 Private Limited 2022 (Rs. 5.23 crs) 4.36 crs)
First Energy November 28, BG/LC 7.76 First Energy 3 November 28, Security 7.76 Thermax Engineering December 24, Equity USD 1 Million Thermax (Thailand) March 4, 2022 Equity USD 0.34
Private Limited 2022 Private Limited 2022 Singapore Pte Ltd, 2021 (Rs. 7.59 crs) Limited, Thailand Million (Rs.
First Energy January 20, BG/LC 6.03 First Energy 3 January 20, 2023 Security 6.03 Singapore 2.58 crs)
Private Limited 2023 Private Limited
First Energy December 26, Loan 22.00 First Energy 3 December 26, Loan 22.00
Other than as disclosed above, no funds have been advanced or loaned or invested (either from borrowed funds or share
Private Limited 2022 Private Limited 2022
First Energy December 28, Loan 55.00 First Energy 3 December 28, Loan 55.00 premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including
Private Limited 2022 Private Limited 2022 foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary
First Energy January 19, Loan 102.00 First Energy 4 January 19, 2023 Loan 102.00 shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
Private Limited 2023 Private Limited behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
First Energy January 31, Equity 23.84
Beneficiaries. The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999
Private Limited 2023 First Energy 3
February 2, 2023 Equity 33.84 (42 of 1999) and the Companies Act for the above transactions and the transactions are not violative of the Prevention of
First Energy February 1, Equity 10.00 Private Limited
Private Limited 2023 Money-Laundering Act, 2002 (15 of 2003).
First Energy February 15, Loan 25.97 First Energy 4 February 15, 2023 Loan 8.50
Private Limited 2023 Private Limited The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
First Energy 5 February 15, 2023 Loan 12.00
the understanding (whether recorded in writing or otherwise) that the Group shall:
Private Limited
First Energy 6 March 23, 2023 Loan 5.47 (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Private Limited
Funding Party (Ultimate Beneficiaries) or
First Energy March 1, 2023 Loan 22.00 First Energy 3 March 1, 2023 Equity 22.00
Private Limited Private Limited (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.


33 Gratuity III Significant assumptions

The Company operates a defined benefit plan viz. gratuity for its employees. Under the gratuity plan, every employee who The principal actuarial assumptions were as follows:
has completed at least specified years of service gets a gratuity on departure at 15 days (minimum) of the last drawn salary Particulars March 31, 2023 March 31, 2022
for each completed year of service. The scheme is funded with an insurance Company. The fund has formed a trust and it is
Discount rate 7.40% 6.84%
governed by the Board of Trustees.
Salary growth rate 7.00% 7.00%
The fund is subject to risks such as asset volatility, changes in assets yields and asset liability mismatch risk. In managing
Normal retirement age 60 years 60 years
the plan assets, Board of Trustees review and manage these risks associated with the funded plan. Each year, the Board
Mortality table Indian Assured Lives Indian Assured Lives
of Trustees reviews the level of funding in the gratuity plan. Such a review includes asset-liability matching strategy and
Mortality (2012-14) Ultimate Mortality (2012-14) Ultimate
investment risk management policy (which includes contributing to plans that invest in risk-averse markets). The Board
of Trustees aim to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation Employee turnover 5% to 12% 5% to 12%
performed) will arise.
IV Sensitivity analysis
I Changes in the net benefit obligation and fair value of plan assets are as follows: The sensitivity of defined obligation to changes in the weighted principal assumptions is:
Particulars Present value of Fair value of Net amount
Assumption Impact on defined benefit obligation
obligation plan assets
March 31, 2023 March 31, 2022
April 1, 2021 67.43 (71.89) (4.47)
Current service cost 7.61 - 7.61 Discount rate
Interest expense/(income) 4.14 (4.91) (0.77) 1.00% increase Decrease by 4.93 Decrease by 3.88
Total amount recognised in Profit or Loss 11.75 (4.91) 6.84 1.00% decrease Increase by 4.45 Increase by 4.35
Experience adjustments (3.20) - (3.20) Future salary increase
Actuarial loss from change in financial assumptions (1.46) - (1.46)
1.00% increase Increase by 3.64 Increase by 3.97
Demographic adjustments (0.34) - (0.34)
Return on plan assets (income) - (0.43) (0.43) 1.00% decrease Decrease by 4.28 Decrease by 3.61
Total amount recognised in Other Comprehensive (5.00) (0.43) (5.43) Attrition rate
(Income)/Loss 1.00% increase Increase by 0.10 Increase by 0.17
Employer contributions - (8.90) (8.90) 1.00% decrease Decrease by 0.10 Decrease by 0.19
Transfer Out 0.67 (0.67) - The above sensitivity analysis is based on a change in assumption while holding all other assumptions constant. In practice,
March 31, 2022 67.88 (79.83) (11.95) this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the sensitivity of the
Current service cost 8.41 - 8.41 defined benefit obligation to significant actuarial assumptions the same method (present value of defined benefit obligation
Interest expense/(income) 4.35 (5.53) (1.18) calculated with the Projected Unit Credit Method at the end of the reporting period) has been applied as when calculating
Total amount recognised in Profit or Loss (note 25) 12.76 (5.53) 7.23 the defined benefit liability recognised in the balance sheet.
Experience adjustments 13.38 - 13.38 The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous
Actuarial gain from change in financial assumptions (2.65) - (2.65) periods.
Demographic adjustments - - -
Return on plan assets (income) - (0.05) (0.05) The following are the expected cash flows/contribution to the defined benefit plan in future years:
Total amount recognised in Other Comprehensive Income 10.73 (0.05) 10.68 Particulars March 31, 2023 March 31, 2022
Employer contributions - (9.97) (9.97) Within next 12 months 13.83 8.07
Between 2-5 years 49.66 27.40
Transfer Out (0.74) - (0.74)
March 31, 2023 82.53 (87.28) (4.75) Next 5 years 61.37 20.48
The average duration of the defined benefit plan obligation at the end of the reporting period is 8 years (March 31, 2022: 8 years)
II The net liability disclosed above relates to funded plans are as follows:
The Company expects to contribute Rs. 2 to gratuity fund in the next year (March 31, 2022: Rs. 2)
Present value of funded obligation 82.53 67.88 V The major categories of plan assets are as follows:
Fair value of plan assets (87.28) (79.83) Particulars March 31, 2023 March 31, 2022
Surplus of funded plan (4.75) (11.95) Investments with Insurer (LIC of India) 100.00% 100.00%


34 Related Party Disclosures Sr. Name of the entity Place of business/ Ownership interest
A Subsidiaries No. Country of March 31, March 31,
Unless otherwise stated, the subsidiaries have share capital consisting solely of equity shares that are held directly or
36 Thermax Cooling Solutions Limited India 100% 100%
indirectly by the Company, and the proportion of ownership interests held equals the voting rights held by the Company.
The country of incorporation or registration is also their principal place of business. 37 Thermax Engineering Construction FZE* Nigeria 100% 100%
38 Thermax International Tanzania Limited* Tanzania 100% 100%
Sr. Name of the entity Place of business/ Ownership interest 39 Thermax (Thailand) Limited* Thailand 100% 100%
No. Country of March 31, March 31, 40 Enernxt Private Limited* India 100% 100%
41 Thermax Employee ESOP and Welfare Trust** India - -
1 Thermax Onsite Energy Solutions Limited India 100% 100%
2 Thermax Instrumentation Limited India 100% 100% * Held indirectly
3 Thermax Engineering Construction Company Limited India 100% 100% ^ Liquidated during the year FY 22-23
4 Thermax Sustainable Energy Solutions Limited India 100% 100% ** The Company has all ESOP trust and Employee Welfare Trusts set up for the welfare of the employees. Pursuant to the arrangement
between the Trusts and the Company, the Company has determined that it has power to direct the relevant activities of the trust while being
5 Thermax International Limited Mauritius 100% 100%
exposed to variable returns from its involvement with these entities.
6 Thermax Europe Ltd. United Kingdom 100% 100%
7 Thermax Inc.* U.S.A. 100% 100% B Holding Company
8 Thermax do Brasil Energia-e Equipamentos Ltda. Brazil 100% 100% Sr. Name of the entity Place of business/ Country Ownership interest
9 Thermax Netherlands B.V. Netherlands 100% 100% No. of incorporation March 31, 2023 March 31, 2022
10 Thermax Denmark ApS* Denmark 100% 100% 1 RDA Holdings Private Limited India 53.99% 53.99%
11 Danstoker A/S* Denmark 100% 100%
12 Ejendomsanp artsselskabet Industrivej Nord 13* Denmark 100% 100% C Associates
13 Boilerworks A/S* Denmark 100% 100%
Sr. Name of the entity Place of business/ Country Ownership interest
14 Boilerworks Properties ApS Industrivej*^ Denmark NA 100% No. of incorporation March 31, 2023 March 31, 2022
15 Danstoker Poland S.p.Z.o.o.* Poland 100% 100%
1 Exactspace Technologies Private Limited India 10.41% 10.41%
16 Rifox-Hans Richter GmbH Spezialarmaturen Germany 100% 100% (since January 25, 2022)
17 Thermax SDN. BHD* Malaysia 100% 100% 2 Covascis Technologies Private Limited India 16.67% NA
18 Thermax Engineering Singapore Pte. Ltd. Singapore 100% 100% (since July 22, 2022)
19 PT Thermax International Indonesia* Indonesia 100% 100%
20 Thermax Senegal S.A.R.L.*^ Senegal NA 100% D Individuals having significant influence over the Company by reason of voting power and
21 First Energy Private Limited India 100% 100% their relatives:
22 First Energy TN 1 Private Limited* India 74% NA 1 Mrs. Meher Pudumjee - Chairperson
23 First Energy 2 Private Limited* India 74% NA 2 Mrs. Anu Aga - Relative of Director / Chairperson
24 First Energy 3 Private Limited* India 74% NA 3 Mr. Pheroz Pudumjee - Director
25 First Energy 4 Private Limited* India 100% NA 4 Mr. Zahaan Pudumjee - Relative of Director / Chairperson
26 First Energy 5 Private Limited* India 100% NA 5 Ms. Lea Pudumjee - Relative of Director / Chairperson
27 First Energy 6 Private Limited* India 100% NA
28 First Energy 7 Private Limited* India 100% NA E Key Management Personnel:
29 Jalansar Wind Energy Private Limited* India 74% NA 1 Mr. Ashish Bhandari - Managing Director and Chief Executive Officer
30 Kanakal Wind Energy Private Limited* India 74% NA 2 Dr Valentin A. H. von Massow - Independent Director (ceased to be director w.e.f. July 21, 2022)
31 Thermax Bio Energy Solutions Private Limited India 65% NA 3 Dr Jairam Varadaraj - Independent Director
4 Mr. Nawshir Mirza - Independent Director
32 Thermax Energy and Environment Philippines Corporation* Philippines 100% 100%
5 Mr. Harsh Mariwala - Independent Director
33 Thermax Energy & Environment Lanka (Private) Limited* Sri Lanka 100% 100%
6 Mr. Sashishekhar Balakrishna (Ravi) Pandit - Independent Director
34 Thermax Nigeria Limited* Nigeria 100% 100%
7 Mrs. Rajani Kesari - Independent Director
35 Thermax Babcock & Wilcox Energy Solutions Limited India 100% 100% 8 Mr. Rajendran Arunachalam - Chief Financial Officer
(formerly known as Thermax Babcock & Wilcox Energy
Solutions Private Limited) (TBWES)


9 Ms. Janhavi Khele- Company Secretary Transactions carried out in the capacity of agent with TBWES:
10 Mr. Ravi Shankar Gopinath Description March 31, 2023
Revenue from contracts with customers 8.71
F Enterprises with whom transactions have taken place during the year, over which Purchase of raw material and components 52.07
control is exercised by individuals listed in ‘D’ and ‘E’ above:
1 Thermax Foundation, India Receivables and Payables arising in the capacity of agent with TBWES have been presented on a net basis in the financial
2 ARA Trusteeship Company Private Limited, India statements.
3 Marico Limited, India
4 Elgi Ultra Industries Limited, India During the year, the Company got reimbursement of employee cost from TBWES amounting to Rs. 0.55.
5 Elgi Equipments Limited, India
Subsidiaries Associates Enterprises over which Key Management Total
6 The Akanksha Foundation, India
control is exercised Personnel and
7 Festo India Private Limited, India by Individuals having Individuals
8 Kirtane & Pandit LLP, India Significant influence having Significant
over the company influence over
G Transactions with related parties for the year ended March 31, 2023: and Key Management the company
Personnel mentioned in E
Subsidiaries Associates Enterprises over which Key Management Total b. Balances as at reporting date
control is exercised Personnel and Trade receivables^ 140.07 - - - 140.07
by Individuals having Individuals
Advances given# 61.95 - - - 61.95
Significant influence having Significant
over the company influence over Loans given* 170.89 - - - 170.89
and Key Management the company Trade payables 102.96 0.62 0.08 - 103.66
Personnel mentioned in E Advances received 38.11 - 0.03 - 38.14
a. Transactions during the year Guarantee /letter of comfort given 2,675.49 - - - 2,641.52
Revenue from contracts with 346.58 - 2.71 - 349.29 on behalf of subsidiaries
customers
Commission income 0.01 - - - 0.01 ^ Before impairment provision Rs. 4.21 (March 31, 2022: Rs. 0.30)
Miscellaneous income 4.99 - - - 4.99 * Before impairment provision Rs. 4.12 (March 31, 2022: Rs. 4.12)
Interest income 6.42 - - - 6.42 # Includes capital advances of Rs. 0.65 (March 31, 2022: Rs. 0.90)
Dividend income 7.09 - - - 7.09
H Transactions with related parties for the year ended March 31, 2022:
Recovery of expenses 85.94 - - - 85.94
Purchase of raw material and 189.70 - 5.49 - 195.19 Subsidiaries Enterprises over which Key Management Total
components control is exercised Personnel and
Site expenses and contract labour 58.54 - - - 58.54
charges
over the company influence over
Reimbursement of expenses 25.04 - - - 25.04 and Key Management the company
Other expenses 2.23 3.47 - - 5.70 Personnel mentioned in E
Remuneration to Key Management - - - 8.13 8.13 a. Transactions during the year
Personnel* Revenue from contracts with customers 306.89 0.08 - 306.97
CSR Expenditure - - 5.37 - 5.37 Commission income 0.07 - - 0.07
Investment in equity shares# 90.17 - - - 90.17 Miscellaneous income 4.46 - - 4.46
Loans given 341.00 - - - 341.00 Interest income 3.15 - - 3.15
Loan Recovered 172.00 - - - 172.00 Dividend income 19.30 - - 19.30
Director's sitting fees - - - 0.76 0.76 Recovery of expenses 56.53 - - 56.53
Commission paid - - - 5.35 5.35 Purchase of raw material and components 156.89 0.34 - 157.23
Rent paid 0.99 - - 0.63 1.62 Site expenses and contract labour charges 55.46 - - 55.46
Reimbursement of expenses 15.83 - 0.03 15.86
* Does not include gratuity and leave encashment since the same is calculated for all employees of the company as a whole.
Other expenses 1.10 - 0.04 1.14
The above table excludes dividend paid to RDA Holdings Private Limited, India Rs. 57.90 and to Employee Welfare and ESOP Trust Rs. 5.89.
Remuneration to Key Management Personnel* - - 7.36 7.36
CSR expenditure - 6.66 - 6.66


Subsidiaries Enterprises over which Key Management Total I Related party transactions include transactions pertaining to the following parties with
control is exercised Personnel and whom the transactions are considered to be individually significant (percentage of the
Significant influence having Significant transactions being 10% or more of the total of transactions given in note ‘G’ and ‘H’ above):
over the company influence over Particulars March 31, 2023 March 31, 2022
and Key Management the company
Transactions during the year
Investment in equity shares 105.68 - - 105.68
Thermax Inc., U.S.A. 156.17 131.81
Loans given - - - -
Thermax Europe Limited., U.K 45.31 41.54
Loan Recovered 76.00 - - 76.00
Thermax Onsite Energy Solutions Limited 51.79 81.18
Director's sitting fees - - 0.69 0.69
Thermax Babcock & Wilcox Energy Solutions Limited 64.78 31.32
Commission paid - - 4.82 4.82
PT Thermax International, Indonesia 7.29 11.33
Rent paid 0.63 - 0.60 1.23
Commission income
* Does not include gratuity and leave encashment since the same is calculated for all employees of the company as a whole.
Thermax Engineering Construction Company Limited 0.01 0.05
Transactions carried out in the capacity of agent with TBWES: Thermax Instrumentation Limited 0.00 0.02
Description March 31, 2022

Miscellaneous income
Revenue from contracts with customers 19.78 Thermax Instrumentation Limited 0.74 0.63
Purchase of raw material and components 11.99 Thermax Babcock & Wilcox Energy Solutions Limited 4.25 3.83
Receivables and Payables arising in the capacity of agent with TBWES have been presented on a net basis in the financial Interest income
statements. Thermax Babcock & Wilcox Energy Solutions Limited - 3.15
First Energy Private Limited, India 6.42 -
During the year, the Company got reimbursement of employee cost from TBWES amounting to Rs. 0.43.
Dividend income
Subsidiaries Enterprises over which Key Management Total
control is exercised Personnel and Thermax Engineering Construction Company Limited 7.09 13.90
by Individuals having Individuals Thermax Instrumentation Limited - 5.40
over the company influence over Recovery of expenses
and Key Management the company Thermax Instrumentation Limited 3.43 3.78
b. Balances as at reporting date Thermax Inc., U.S.A. 24.45 8.23
Trade receivables^ 117.30 - - 117.30 Thermax International Tanzania Limited, Tanzania 0.02 7.66
Advances given# 57.49 - - 57.49 Thermax Onsite Energy Solutions Limited 2.70 1.80
Loans given (including security deposit)* 4.12 - - 4.12
Purchase of raw material and components
Security Deposits - - 0.53 0.53
Rifox-Hans Richter GmbH Spezialarmaturen 0.16 2.94
Trade payables 90.77 0.16 - 90.93
Advances received 15.42 0.01 - 15.43 Thermax Cooling Solutions Limited 11.12 8.45
Guarantee /letter of comfort given on behalf of 2,093.81 - - 2,093.81 Thermax Instrumentation Limited 0.34 0.27
subsidiaries
Site expenses and contract labour charges
^ Before impairment provision Rs. 0.30 (March 31, 2021: Rs. 0.30)
Thermax Babcock & Wilcox Energy Solutions Limited, India 0.81 0.06
* Before impairment provision Rs. 4.12 (March 31, 2021: Rs. 4.12) Thermax Instrumentation Limited 57.73 55.40
# Includes capital advances of Rs. 0.90 (March 31, 2021: Rs. 0.90)
Reimbursement of expenses
Thermax SDN. BHD, Malaysia 2.66 3.02


Particulars March 31, 2023 March 31, 2022 Particulars March 31, 2023 March 31, 2022
Thermax Inc., U.S.A. 0.18 0.74 Commission paid
Thermax Babcock & Wilcox Energy Solutions Limited 1.16 1.01 Mrs. Meher Pudumjee 0.46 0.41
Thermax Nigeria Limited 2.63 1.75 Mr. Pheroz Pudumjee 0.23 0.18
Thermax Energy and Environment Philippines Corporation 1.65 1.11 Dr. Valentin A. H. von Massow 0.32 0.29
Thermax (Thailand) Limited 10.48 3.80 Mr. Ravi Shankar Gopinath 0.08 -
Thermax Instrumentation Limited 1.34 1.07 Dr. Jairam Varadaraj 0.18 0.14
Other expenses Mr. Harsh Mariwala 0.23 0.18
PT Thermax International, Indonesia 0.08 0.26 Mr. Ravi Pandit 0.18 0.14
Thermax Denmark ApS - 0.08 Mrs. Rajani Kesari 0.18 0.14
Thermax Instrumentation Limited - 0.72 Mr. Ashish Bhandari 3.12 3.04
Thermax Inc., U.S.A. 0.48 -
Exactspace Technologies Private Limited 3.37 - Rent paid
Mrs. Meher Pudumjee - 0.16
Remuneration to Key Management Personnel, excluding commission Mrs. Anu Aga 0.63 0.28
Mr. Ashish Bhandari 5.91 5.25 Mr. Pheroz Pudumjee - 0.16
Mr. Rajendran Arunachalam 1.78 1.49 Thermax Instrumentation Limited 0.63 0.63
Ms. Janhavi Khele 0.44 0.37 Thermax Babcock & Wilcox Energy Solutions Limited 0.36 -
CSR Expenditure
Thermax Foundation 5.37 6.66
Balances as at year end
Trade receivables
Investment in equity shares
Thermax Inc., U.S.A. 41.50 44.41
Thermax Onsite Energy Solutions Limited - 30.00
Thermax Netherlands B.V. - 14.59
PT Thermax International, Indonesia 9.63 8.22
Thermax Engineering Singapore Pte. Ltd. - 7.59
Transactions during the year

Advances given
Loans given
Thermax Instrumentation Limited 14.69 20.23
First Energy Private Limited 341.00 -
Loans recovered
Loans given
First Energy Private Limited 172.00 -
Thermax Babcock & Wilcox Energy Solutions Limited - 76.00
Trade payables
Directors sitting fees
Thermax Instrumentation Limited 28.58 34.77
Mrs. Meher Pudumjee 0.09 0.09
Thermax (Thailand) Limited 5.61 3.79
Mr. Pheroz Pudumjee 0.11 0.12
Dr. Valentin A. H. von Massow 0.03 0.09
Mr. Ravi Shankar Gopinath 0.09 -
Advances received
Dr. Jairam Varadaraj 0.11 0.11
Thermax Engineering Singapore Pte. Ltd. - 1.48
Mr. Ravi Pandit 0.09 0.08
Thermax Inc., U.S.A. 6.02 0.01
Mr. Harsh Mariwala 0.07 0.05
Mrs. Rajani Kesari 0.08 0.07
Enernxt Private Limited - 1.98
For details of guarantee/ letter of comfort given as at the closing date on behalf on subsidiaries, refer note 32.


J Loans and advances in the nature of loans given to subsidiaries Details of financial assets carried at fair value through profit and loss:
Thermax Babcock & Wilcox Energy Solutions Limited March 31, 2023 March 31, 2022
Balance outstanding - - Investments 951.94 1,082.19
Maximum amount outstanding during the year - 76.00 Total 951.94 1,082.19
First Energy Private Limited
Non-current assets 289.30 630.02
Balance outstanding 173.12 4.12
Maximum amount outstanding during the year 297.12 4.12 Total 951.94 1,082.19
The fair values of the quoted shares are based on price quotations at the reporting date and unquoted mutual funds are
K Terms and conditions of related party transactions
based on Net Asset Value as at the reporting date.
The revenues and purchases from related parties are assessed to be at arm’s length transactions by the management.
Outstanding balances at the year-end are unsecured and interest free except loans given and settlement occurs in cash. Details of derivative assets
Refer note 32(A)(a) for terms and conditions for loans to related parties.
As at As at
There have been no guarantees provided or received for any related party receivables or payables except as disclosed in
March 31, 2023 March 31, 2022
Note 32.
Derivative instruments
As on year ended March 31, 2023, the Company has recorded an impairment of receivables amounting to Cash flow hedges
Rs. 4.21 (March 31, 2022: Rs. 0.30) and impairment of loan amounting to Rs. 4.12 relating to amounts owed by related Foreign exchange forward contracts 1.11 0.80
parties (March 31, 2022: Rs. 4.12). This assessment is undertaken each financial year through examining the financial Derivative not designated as hedges
position of the related party and the market in which the related party operates. Foreign exchange forward contracts 1.84 3.67
Total 2.95 4.47
35 Segment Information
In accordance with para 4 of Ind AS 108 “Operating Segments”, the Company has disclosed segment information in the
Non-current assets - -
consolidated financial statements.
Total 2.95 4.47
36 Fair Value Measurements
(ii) Financial liabilities
a) Category of financial instruments and valuation techniques Details of financial liabilities carried at amortised cost
(i) Financial assets
As at As at
Details of financial assets carried at amortised cost: March 31, 2023 March 31, 2022
As at As at Borrowings 220.00 180.00
March 31, 2023 March 31, 2022 Trade payable 1,072.53 1,035.12
Trade receivables 1,323.16 1,126.88
Employee related payables 72.33 58.69
Loans 174.55 4.23
Other liabilities 16.24 18.82
Investments 521.24 223.71
Other financial assets 223.69 202.15 Total 1,381.10 1,292.63
Cash and cash equivalents 120.82 128.60 Current liabilities 1,344.14 1,227.88
Bank balances other than cash and cash equivalents (includes fixed deposits with 287.66 312.97 Non current liabilities 36.96 64.75
banks)
Total 1,381.10 1,292.63
Total 2,651.12 1,998.54
Current assets 2,525.34 1,646.54 The management has assessed that the carrying amounts of the above financial instruments approximate their fair values.
Non-current assets 125.78 352.00
Total 2,651.12 1,998.54
The management has assessed that the carrying amounts of the above financial instruments approximate their fair values.


Details of derivative liabilities Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2022:
As at As at Date of Level 1 Level 2 Level 3*
March 31, 2023 March 31, 2022 valuation
Derivative instruments Financial assets
Cash flow hedges Investments
Foreign exchange forward contracts 0.57 0.64 Equity instruments March 31, 2022 - - -
Preference shares March 31, 2022 - - 68.24
Mutual funds March 31, 2022 1,013.94 - -
Corporate Deposits March 31, 2022 - 223.71 -
Total 4.25 2.70 Derivative financial assets March 31, 2022 - 4.47 -
Current liabilities 4.25 2.70 Financial liabilities
Non-current liabilities - - Derivative financial liabilities March 31, 2022 - 2.70 -
Total 4.25 2.70
There has been no transfer between Level 1 and Level 2 during the year and during the previous year.
The Company enters into derivative financial instruments in the nature of forward exchange contracts with banks.
Valuation of financial assets in Level 3 has been done based on discounting of future cash flows. There are no transfers into
Foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable
or out of Level 3 of the fair value hierarchy during the year.
inputs which captures credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the
respective currencies and currency basis spreads between the respective currencies. All derivative contracts are fully * The movement in Level 3 is on account of interest accretion which is recognised under interest income in the statement of profit and loss.
cash collateralised, thereby eliminating both counterparty and the Company’s own non-performance risk. The changes in
37 (a) Financial Risk Management
counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge
relationships and other financial instruments recognised at fair value. The Company’s principal financial liabilities, other than derivatives, comprise trade and other payables and borrowings.
The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial
b) Fair value hierarchy assets include loans, trade and other receivables and cash and cash equivalents that derive directly from its operations.
The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities. The Company also holds FVTPL and amortised cost investments and enters into derivative transactions.
Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2023: Risk is inherent in the Company’s activities but it is managed through a process of on going identification, measurement
and monitoring, subject to risk limits and other controls. This process of risk management is critical to the Company’s
Date of Level 1 Level 2 Level 3*
valuation continuing profitability and each individual within the Company is accountable for the risk exposures relating to his or her
responsibilities. The Company is exposed to market risk, credit risk and liquidity risk.
Financial assets
Investments The Company’s Board of Directors is ultimately responsible for the overall risk management approach and for approving
Equity instruments March 31, 2023 - - - the risk strategies and principles. No significant changes were made in the risk management objectives and policies during
Preference shares March 31, 2023 - - 72.46 the years ended March 31, 2023 and March 31, 2022. The management of the Company reviews and agrees policies for
Mutual funds March 31, 2023 879.48 - - managing each of these risks which are summarised below:
Corporate Deposits March 31, 2023 - 359.46 -
I Market risk
Derivative financial assets March 31, 2023 - 2.95 -
Market risk is the risk that the value of an asset will fluctuate as a result of changes in market variables such as interest
Financial liabilities
rates, foreign exchange rates and equity prices, whether those changes are caused by factors specific to the individual
Derivative financial liabilities March 31, 2023 - 4.25 - investment or its issuer or factors affecting all investments traded in the market.
Market risk is managed on the basis of pre-determined asset allocations across various asset categories,
diversification of assets in terms of geographical distribution and industry concentration, a continuous appraisal of
market conditions and trends and management’s estimate of long and short term changes in fair value.
a Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company is not currently exposed significantly to such risk.


b Foreign currency risk c Price risk
Foreign exchange risk arises when future commercial transactions and relevant assets and liabilities are denominated The Company’s investments are susceptible to market price risk arising from uncertainties about future values of the
in a currency that is not the Company’s functional currency. Foreign exchange risk is the risk that the value of a financial investment securities. These securities are unquoted. The Company manages the price risk through diversification
instrument will fluctuate due to changes in foreign exchange rates. and by placing limits on individual and total equity/mutual fund instruments. Further, the price risk is also mitigated
by switching the investment portfolio between investment in equity/mutual fund instruments and investments in bank
Foreign exchange risk is managed on the basis of limits determined by management and a continuous assessment deposits. Reports on the investment portfolio are submitted to the Company’s senior management on a regular basis.
of current and expected exchange rate movements and entering into derivative contracts (foreign currency forward The Company’s Board of Directors reviews and approves all equity investment decisions. The Company is not currently
contracts) that hedge the maximum period of exposure of underlying transactions (i.e. highly probable forecast sales exposed significantly to such risk.
and purchases).
II Credit risk
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade
the period of exposure from the point the cash flows of the transactions are forecasted up to the point of expected
receivables and contract assets) and from its financing activities, including deposits with banks, foreign exchange
settlement of the resulting receivable or payable that is denominated in the foreign currency.
transactions and other financial instruments.
Foreign currency sensitivity
Trade receivables
The following table demonstrates the sensitivity to a reasonably possible change in USD, JPY, SEK and EUR exchange
Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and
rates, with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the
control relating to customer credit risk management. An impairment analysis is performed at each reporting date on an
fair value of monetary assets and liabilities including foreign currency derivatives not designated as cash flow hedge
individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous group
and foreign currency derivatives with underlying foreign currency monetary assets/liabilities designated as cash flow
and assessed for impairment collectively. The calculation is based on losses as per historical data. The maximum
hedge. The impact on the Company’s pre-tax equity is due to changes in the fair value of forward exchange contracts
exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in
designated as cash flow hedges.
notes 7 and 9(b) above. The charge of impairment to Statement of profit and loss is disclosed in note 28(a) above.
Impact on Impact on other The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located
profit before tax components of equity in several jurisdictions and industries and operate in largely independent markets.
USD Sensitivity Financial instruments and bank deposits
Credit risk from balances with banks, mutual funds, loans and other financial assets are managed by the Company’s
INR/ USD - Increase by 1% (1.46) (0.97) (1.97) (1.57)
treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with
INR/ USD - Decrease by 1% 1.46 0.97 1.97 1.57 approved counterparties having a good market reputation and within credit limits assigned to each counterparty.
JPY Sensitivity The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s
INR/ JPY - Increase by 1% 0.11 0.17 - - potential failure to make payments.
INR/ JPY - Decrease by 1% (0.11) (0.17) - -
The Company’s maximum exposure to credit risk for bank balances and deposits as at March 31, 2023 and March 31,
SEK Sensitivity
2022 is the carrying amounts as disclosed in Note 9(a) and 13, maximum exposure relating to financial guarantees is
INR/ SEK - Increase by 1% (0.03) (0.22) 0.00 0.00 disclosed in note 32 (A) and financial derivative instruments in notes 9(b) and 17(b) to the financial statements.”
INR/ SEK - Decrease by 1% 0.03 0.22 (0.00) (0.00)
EURO Sensitivity III Liquidity risk
INR/ EUR - Increase by 1% (0.02) (0.11) (0.05) (0.04) Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability
INR/ EUR - Decrease by 1% 0.02 0.11 0.05 0.04 of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out
market positions. Due to the dynamic nature of the underlying businesses, company treasury maintains flexibility in
Favourable impact shown as positive and adverse impact as negative. funding by maintaining availability under committed credit lines.
The exposure to other foreign currencies is not significant to the Company’s financial statements. The management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing
facilities below) and cash and cash equivalents on the basis of expected cash flows. This is generally carried out at
operating segments level in the Company in accordance with practice and limits set by the Company. In addition, the
Company’s liquidity management policy involves projecting future cash flows and considering the level of liquid assets
necessary to meet these and monitoring balance sheet liquidity ratios against internal requirements.


The tables below summarises the Company’s financial liabilities into relevant maturity profile based on contractual The terms of the foreign currency forward contracts match the terms of the expected highly probable forecast transactions.
undiscounted payments: As a result, no hedge ineffectiveness arise requiring recognition through profit or loss. Notional amounts of hedged
instruments mentioned as assets for export transaction and as liabilities for import transactions, are as mentioned below.
March 31, 2023 < 1 year 1 to 3 years > 3 years
Non- derivative Particulars March 31, 2023 March 31, 2022
Borrowings 220.00 - - Assets Liabilities Assets Liabilities
Trade Payables 1,038.08 34.45 - Cash flow hedge
Other financial liabilities Foreign exchange forward contracts 255.37 (17.96) 146.62 (18.52)
Unpaid dividend 0.69 - -
Derivatives not designated as hedges
Lease obligation 1.66 2.51 -
Foreign exchange forward contracts 458.09 (109.19) 486.75 (68.45)
Other payables 82.69 - -
Liability Towards Employee Separation 1.02 - - Majority of the derivative contracts mature within the next 12 months.
Scheme
Derivatives (net settled) The cash flow hedges of the expected future sales and purchases were assessed to be highly effective and following net
Foreign exchange forward contracts 4.25 - - unrealised gain / (loss) with a deferred tax asset/ (liability) relating to the hedging instruments, is included in OCI.

March 31, 2022 < 1 year 1 to 3 years > 3 years Expected future Expected future Expected future Expected future
Non- derivative sales purchases sales purchases
Borrowings 180.00 - - Unrealised gain/ (loss) 0.28 (0.00) 0.24 (0.01)
Trade Payables 975.34 59.78 - Deferred tax asset/ (liability) (0.07) (0.00) (0.06) 0.00
Other financial liabilities 0.21 (0.00) 0.18 (0.01)
Unpaid dividend 0.78 - -
Lease obligation 1.40 3.64 0.25 The amounts retained in OCI at March 31, 2023 are expected to mature and affect the statement of profit and loss during the
Other payables 69.04 0.11 - year ending March 31, 2024.
Liability Towards Employee Separation 1.71 2.62 0.11 Reclassifications to profit or loss during the year gains or losses included in OCI are shown in Note 30.
Scheme
Derivatives (net settled) 38 Key Financial Ratios
Foreign exchange forward contracts 2.70 - -
The following are analytical ratios for the year ended March 31, 2023 and March 31, 2022:
37(b) Hedging Activities and Derivatives Particulars Numerator Denominator FY FY Variance
Cash flow hedges 2022-23 2021-22
Current Ratio Current Assets Current Liabilities 1.36 1.17 16%
Foreign currency risk
Foreign exchange forward contracts measured at fair value through OCI are designated as hedging instruments in cash flow Debt-Equity Ratio Total Debt (including current Shareholder's Equity 0.07 0.06 14%
hedges of forecast sales in USD, EUR, SEK and forecast purchases in USD, JPY, SEK, EUR. These forecast transactions are maturities of long term
highly probable, and cover the Company’s expected future sales and future purchases based on the orders received. borrowings)
Debt service coverage Earnings available for debt Debt Service* 1.79 1.41 26%
While the Company also enters into other foreign exchange forward contracts with the intention to reduce the foreign ratio service ^
exchange risk of expected sales and purchases, these other contracts are not designated in hedge relationships and are Return on equity ratio Profit after tax and Average Shareholder's 10.59% 6.83% 55%
measured at fair value through profit or loss. exceptional items Equity
Inventory turnover ratio Cost of goods sold Average Inventories 7.83 7.80 0%
The foreign exchange forward contract balances vary with the level of expected foreign currency sales and purchases and Debtors turnover ratio Revenue from contracts with Average Trade Receivables 4.18 3.88 8%
changes in foreign exchange forward rates. customers
Trade payables turnover Total Supplier Purchases Average Trade Payables 2.85 2.63 8%
Particulars March 31, 2023 March 31, 2022 ratio
Assets Liabilities Assets Liabilities Net capital turnover ratio Revenue from contracts with Working Capital** 4.97 10.03 -51%
Fair Value of Foreign exchange forward 2.95 (4.25) 4.47 (2.70) customers
contracts designated as hedging Net Profit ratio Profit after tax and Revenue from contracts 6.43% 5.04% 28%
instruments exceptional items with customers


Particulars Numerator Denominator FY FY Variance For the year ended March 31, 2022
2022-23 2021-22
Name of stuck off company Nature of Transaction Balance Relationship with
Return on capital Profit before tax and Capital Employed*** 13.79% 9.44% 46% outstanding during the outstanding the struck off
employed (ROCE) exceptional items plus balances year at the end of Company, if any,
Finance Cost the year to be disclosed
Return on investment Realised Gains and Weighted Daily Timed 5.17% 4.67% 11% Draj Engineering System Private Limited Payable 0.03 0.02 None
(ROI) Unrealised Gains on Investments
Ecomax Engineering Service Private Limited Payable - 0.01 None
Investments
Inlay Infra Private Limited Payable 0.02 - None
Optimus Ventures Private Limited Payable 0.01 - None
Explanations:
Reliance Communications Infrastructure Limited Payable ** - None
Debt service coverage ratio- Debt service coverage ration has increased by 26% on account of higher net profts for the
Sapre Designs and Instruments Private Limited Payable ** - None
current year
Sharda IT Services Private Limited Payable 0.03 - None
Return on Equity ratio- Return on equity has increased by 55% on account of higher net profts for the current year Thermochill Engineering Service Private Limited Payable - ** None
Net Capital Turnover ratio- Reduction in working capital due to increase in execution activities from operations on Urja Sealants Private Limited Payable ** - None
account of growth in order booking and order backlog. Jahannagar Textile Mill Private Limited Receivable 0.26 - None
Madras Engineering Works Receivable ** - None
Net Profit ratio- Net profit has increased by 28% on account of higher net profts for the current year. Previous year net
profit was impacted due to lower order execution and diminution of investment in subsidiaries. ** Less than a lakh rupees
Return on capital employed (ROCE) ratio- Return on capital employed has increased by 46% on account of higher net ^ Information in this regard is on basis of intimation received, on requests made by the Company, with regards to registration of vendors and
profts for the current year customers under the Act.
^ Profit after tax + Finance Cost + Loss on sale of fixed assets + Depreciation and Amortisation for the period 40 Share Based Payments
* Current borrowings + Non-current lease liability + Current lease liability + Interest & Lease Payments paid
Employees Stock Option Plan 2021 (ESOP 2021)
** Total Current Assets - Total Current Liabilities
The Board of Directors and the shareholders of the Company approved Employee Stock Option Plan at their meeting in
*** Total Equity + Non-current borrowings
January 2022. Pursuant to this approval, the Company instituted ESOP 2021 Plan in January 2022. The nomination and
remuneration committee of the Company administers this Plan. Each option carries with it the right to purchase one equity
39 Struck off Companies^ share of the Company. The Options have been granted to employees of the Company and its subsidiaries at an exercise
There are no shares held by struck off companies. Below are details of investment, receivable, payable and any other price that is not less than the face value of shares as on date of grant of such option. Option granted under ESOP 2021 shall
transactions outstanding with struck off companies. vest not earlier than minimum period of 1 (One) year and not later than maximum period of 3 (Three) years from the date
of grant. The vesting of the options is 33%, 33% and 34% of total options granted after end of first, second and third year
For the year ended March 31, 2023 respectively from the date of grant. The maximum exercise period is 5 years from the date of vesting.
Name of stuck off company Nature of Transaction Balance Relationship with
transactions during the year outstanding at the the struck off Number and weighted average exercise prices of options granted, exercised and cancelled/lapsed during the financial year
end of the year Company, if any, Particulars March 31, 2023
to be disclosed No.of options Weighted
Semicon Speciality Gases Limited Receivable 0.26 - None average exercise
price
Options outstanding at the beginning of the year - -
Granted during the year 22,633 15.25
Forfeited during the year 1,024 15.25
Exercised during the year - -
Lapsed during the year - -
Options outstanding at the end of year 21,609 15.25
Options exercisable at the end of the year - 15.25
There were no options exercised during the year.


The weighted average remaining contractual life is as follows: 42 Exceptional Items
Exercise Price March 31, 2023 March 31, 2023 March 31, 2022
Weighted No. of Options Impairment charge/ (write back) in subsidiaries*
average Outstanding
contractual life Thermax Engineering Singapore Pte. Ltd 3.00 14.00
(years) Thermax Cooling Solutions Limited (10.20) -
Rs. 15.25 Ranging between 21,609 (7.20) 14.00
1.89 – 1.90
* Considering the current market scenario and performance of certain subsidiaries, the Company has accounted for impairment charge/
(write back) on certain investments in subsidiaries.
The fair value of each option is estimated on the date of grant using Black and Scholes option pricing model with the
following assumptions: 43 Assets Classified as Held for Sale
Particulars March 31, 2023 The Company has identified certain assets like Land, Building etc. which are available for sale in its present condition.
The Company is committed to plan the sale of asset and an active programme to complete the sale has been initiated.
1. Exercise price (Rs.) 15.25
The Company expects to dispose off this asset in the due course. Accordingly, non-current assets held for sale amounting
2. Price of the underlying share in market at the time of the option grant (Rs.) Ranging between 2,139.45 – 2,170.40
to Rs. 6.53 crore (net book value) has been classified in the books of account.
3. Weighted average fair value of options granted (Rs.) Ranging between 2,105.39 – 2,136.06
4. Expected life of the option (years) 3-5
44 Other Statutory Information
5. Risk free interest rate (%) Ranging between 6.53% - 6.59%
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the
6. Expected volatility (%) 12.86%
Group for holding any Benami property.
7. Dividend yield (%) 0.48%
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
The Company recorded an employee compensation cost of Rs. 2.05 crore in the Statement of Profit and Loss. period.
The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to
publicly available information. (iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
Previous year’s information is not provided as the ESOP has been awarded in the current year. (iv) The Company has not made any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as,
41 Capital Management search or survey or any other relevant provisions of the Income Tax Act, 1961).
The Company’s objective for capital management is to maximise long term shareholder value, safeguard business
(v) The Company has not been declared as a wilful defaulter by any bank or financial institution or any other lender.
continuity and support the growth of the Company. The Company determines the capital requirement based on annual
operating plans and long- term and other strategic investment plans. The funding requirements are met through equity and
operating cash flows generated. No changes were made in the objectives, policies or processes during the years ended
45 Compliance with Section 143 (3) for Maintenance of Books of Account
March 31, 2023 and March 31, 2022. Capital represents equity attributable to equity holders of the Company. With effect from August 5, 2022, the Ministry of Corporate Affairs (MCA) has amended the Companies (Accounts) Rules,
2014, relating to maintenance of electronic books of account and other relevant books and papers. Pursuant to this
March 31, 2023 March 31, 2022 amendment, the Company is required to maintain the books of account which are accessible in India at all times and their
Borrowings 220.00 180.00 backup is to be kept on servers located in India on a daily basis.
Book overdraft - 7.34 The Company has a process to take daily back-up of books of account maintained in electronic mode and alongwith the
Less: Cash and cash equivalents(includes deposits with maturity of more than 3 (408.48) (441.57) logs of the back-up of such books of account. However, the backup of certain books and records pertaining to employee
months but less than 12 months) reimbursement system maintained in electronic mode has not been maintained on servers physically located in India on
Net (surplus) / debt 884.05 780.89 daily basis. The Company will take appropriate measures to comply with regulations.
Equity 3,217.76 3,001.00
Capital and net debt 4,101.81 3,781.89
Gearing ratio 1 : 4.64 1 : 4.84

NOTES TO STANDALONE FINANCIAL STATEMENTS
for the year ended March 31, 2023
(All amounts are in Rupees Crore, except per share data and unless stated otherwise)
46 Standards Issued but Not Yet Effective

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian
Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023,
applicable from April 1, 2023, as below:
(i) Ind AS 1 – Presentation of Financial Statements – The amendments require companies to disclose their material
accounting policies rather than their significant accounting policies. Accounting policy information, together with other
information, is material when it can reasonably be expected to influence decisions of primary users of general purpose
financial statements. The Company does not expect this amendment to have any significant impact in its financial
statements.
(ii) Ind AS 12 – Income Taxes – The amendments clarify how companies account for deferred tax on transactions such
as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in
paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial
recognition, give rise to equal taxable and deductible temporary differences. The Company is in process of evaluating
this amendment.
(iii) Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors – The amendments will help entities
to distinguish between accounting policies and accounting estimates. The definition of a change in accounting
estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates
are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop
accounting estimates if accounting policies require items in financial statements to be measured in a way that involves
measurement uncertainty. The Company has evaluated the amendment and there is no impact on its financial
statements.
DIN: 00019581 DIN: 05291138

Membership No. 213935 Group Chief Financial Officer

Date: May 17, 2023 Date: May 17, 2023
340 #ThermaxForABetterTomorrow
Corporate Office
Thermax House
14 Mumbai - Pune Road,
Wakdewadi, Pune - 411 003
www.thermaxglobal.com

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July 5, 2023

Details on Step 1 are mentioned below:

Login type Helpdesk details

Item No. 4 term. Additional information in respect of the proposed

The number of Meetings of the

20 Our Board Thermax Babcock & Wilcox

20 Board of Directors increasing focus on clean energy

we reiterate our Scaling technology-led solutions that

ABOUT THIS INTEGRATED REPORT

02 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 03

Responsible Supply Chain Management

Human Social and

04 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 05

Thermax’s Business Philosophy

06 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 07

Our Core Business Segments

Industrial Products Industrial Infra

Air Pollution Projects and Boilers and Fired Specialised

Green Solutions Chemical

08 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 09

Our Diversified Presence

International Subsidiaries, Sales & Service

10 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 11

MESSAGE FROM 2030. Sincere gratitude to our Board

THE CHAIRPERSON and advice.

12 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 13

with Fortescue Future Industries (FFI),

14 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 15

16 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 17

OUR BUSINESS MODEL

*Excludes contractual workmen from FEPL #

18 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 19

Meher Pudumjee Ashish Bhandari Rajani Kesari Dr. Ravi Gopinath

Pheroz Pudumjee Harsh Mariwala Dr. S. B. (Ravi) Pandit

20 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 21

MANAGEMENT EXECUTIVE COUNCIL CORPORATE INFORMATION

Board of Directors Corporate Office 7. First Energy 6 Private Limited

22 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 23

MANAGEMENT DISCUSSION AND 2. Industry Overview

1. Economic Overview World Economic Output (%)

24 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 25

4. Performance Snapshot Geographical Revenue Generation (Rs. crore) Industrial Products

26 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 27

28 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 29

Performance of Industrial The higher revenue can be attributed Financial Performance –

30 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 31

Key Cement Non-Ferrous Metals Refinery

Geographical Asia Africa

* The figures mentioned in () are for FY 2021-22.

32 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 33

Thermax Bioenergy Solutions Private Limited (TBSPL) Green Solutions

34 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 35

* The figures mentioned within ( ) are for FY 2021-22.

36 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 37

38 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 39

Success Story Develop and retain Technology leadership

40 #ThermaxForABetterTomorrow Thermax Limited | Integrated Report 2022-23 41

Absorption Cooling and Heating

3,259 6,988 5,920

Key Cement Non-Ferrous Metals Refinery

Geographical Asia Africa

Increased order booking from agro-based industries and non-ferrous applications

8. Key Opportunities and mphasis by the Finance Minister

The Company has a Thermax Employees ESOP &

In compliance with regulation 25(3) of Listing Pheroz

Category of Equity Shareholders as on March 31, 2023