Thermax Ltd. — Interim / Quarterly Report 2019

Feb 8, 2019

THERMAX LIMITED THERMAX HOUSE, 14 MUMBAI PUNE ROAD, WAKDEWADI, PUNE 411 003. INDIA 0 TEL.: (020) 255421 22, 25542263 0 FAX : (020) 25541 226 Website: www.thermaxglobal.com 0 IT PAN- AAACT 3910D Customer Care : 18002090115 (India Toll Free)

Corporate Finance

Ref: KPP /TL-36 j 03226 Date: February 08, 2019

The Manager, Listing Department, The National Stock Exchange of India Limited, Exchange Plaza, C/1, Block-G, Bandra-Kurla Complex, Bandra (E), Mumbai- 400 051

Company's Scrip Code: THERMAX EQ

Sub: Outcome of the Board meeting

Ref: Regulation 30 and 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Dear Sir,

We are enclosing for your reference and record the following:

• a) Standalone and consolidated unaudited financial results for the quarter and nine months ended December 31, 2018 as approved by the Board at its meeting held today i.e. February 8, 20 19;
• b) 'Limited Review' Report of the statutory Auditors of the Company;
• c) Press Release; and
• d) Annexure-A containing the detailed disclosure as required under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the transfer of the Company's Boiler and Heater business division ("B&H business") on a going concern basis to a Wholly Owned Subsidiary ("WOS") of the Company by way of slump sale, subject to the approval of the shareholders through postal ballot.

You are requested to kindly take note of the same.

Thanking you,

Yours faithfully, For THERMAX LIMITED

l Kedar P. Phadke Company Secretary Encls: as above

Annexure-A

Details which a listed entity needs to disclose for sale or disposal of unit(s) or division(s) of the listed entity under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with clause 1.4 of Annexure I of the SEBI Circular dated September 9, 2015

Sr. No	Particulars	Details
1.	Brief details about the Buyerand whether any of the buyersthepromoter/belongtopromotergroup/groupIfyes,companies.detailsthereof;	Thermax Babcock & Wilcox Energy SolutionsPrivate Limited ("TBWES") is a Wholly OwnedSubsidiary ("WOS") of the Company and it isthebusinessengagedinofdesigning,supply,erection,engineering,fabrication,commissioning of boilers and it caters to bothdomestic and intemational markets. TBWES hasandmanufacturingstate-of-artadvancedfacilities for manufacture of boilers.
2.	tum overtheorrevenueorandnetincomeworthby such unit orcontributedtheentitydivisionoflistedduring the last financial year	The amount and percentage of Tumover of Boiler & Heater ("B&H") business ofFY 2017-18 wasRs.l101theCompany forCrore, which is 29% of consolidated tumover ofthe Company.
3.	Date on which the agreementfor sale has been entered into	The Board of Directors of the Company haveapproved the proposed transaction on February8, 2019 including authority to officers of thetheSlumpCompanyenterintotoSaleAgreement to give effect to the transaction whichwill be executed shortly.
4.	The expected date of completionof sale I disposal	andstatutoryotherSubjecttoregulatory,approvals, if any, the sale is expected to becompleted on or before June 30, 2019.
5.	Considerationreceivedfromsuch sale I disposal	Cash consideration which is not less than thenet asset value of the business being transferredsubject to adjustment of change in workingcapital till the date of completion.
6.	Whether the transaction wouldwithinrelatedpartyfalltransactions? If yes,whetherat "arms'thesame isdonelength"	Yes, the transaction is between related partiesas the seller and buyer are holding and WhollyOwned Subsidiary respectively. The transactionis proposed to be carried out for a considerationnot less than netof the B&Hbook valueBusiness and not at arms' length.
7.	Rationale for slump sale	Proposed transaction shall help in consolidationof the B&H business of the Group in a singleentity i.e. TBWES which will inter-alia benefitthe Thermax Group as a whole as under:

			Consolidation of B&H business would resultinto operational synergies and lead to overallcost optimization;
		b)	businessesof theConsolidationof B&HGroup in a single entity and hence creating aseparate sector focused company;
		c)	separate company for B&HCreation of abusinessseparatewithafocusedmanagement would provide greater flexibilityin pursuing long-term growth plans andstrategies for the B&H business. It will alsomanagementinhelpevaluationofperformance of the B&H business on anindependent basis;
		d)	De-risk the existing businesses of Thermaxfrom B&H business thus help managementopportunitiestoefficientlyexploitfordifferent businesses independently;
		e)	Considering that facility of TBWES is latestand state-of art, proposed consolidation ofthebusinesshelpwouldinimprovingefficiency of the B&H business and attractingmore customers;
		f)	Proposed transaction will give B&H businessof Thermax access to the technologies andstate-of-art facilities available with TBWES;
		g)	thatManagementproposedbelievestransaction would be in the best interest ofthe shareholders, creditors, employees andall other stakeholders of the Company.
8.	changeBriefdetailsofmshareholding pattern (if any) oflisted entity.		There will be no change in the shareholdingpattern of the Thermax Limited consequent tothis transaction.
			No listing is sought for the Transferee Company.

THERMAX LIMITED Regd. Office: D-13, M.I.D.C. Industrial Area, R.D.Aga Road, Chinchwad, Pune- 411 019 Corporate Identity Number- L29299PN1980PLC022787 Statement of unaudited financial results for the quarter and nine months ended December 31, 2018

Sr.	Particulars	(Rs. Crore)Consolidated
No.		Quarter endedDec 31,2018	31,2017	Quarter ended Dec Nine months endedDec 31,2018
		(Unaudited)	(Unaudited)	(Unaudited)
l	Total revenue from operations	1,436.60	1,116.96	3,899.50
2	Profit before exceptional items •	112.09	96.07	306.42
3	Profit before tax •	24.58	96.07	218.91
4	Net Profit for the period after share of joint ventures •	75.04	58.58	--198.53
5	Total Comprehensive Income	83.25	63.99	-177.18
6	Equity Share Capital	22.52	22.52	22.52
7	Earnings Per Share (ofRs. 2/- each)Basic and Diluted (Rs.)	6.66	5.20	17.63

Exceptional item Rs. 87.51 Crore represents impairment of goodwill in a step down subsidiary.

• There are no extraordinary items in any of the period disclosed above.

Notes:

I. The above is an extract of the detailed fonnat of unaudited Financial Results filed with the Stock Exchanges under Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The full fonnat of the unaudited Financial Results is available on the Stock Exchange websites (URL: www.nseindia.com, www.bseindia.com) and also on the Company's website (URL: www.Thermaxglobal.com)

2. Kev unaudited financial ligures for Thennax Limited (Standalone) are as follows :

Sr.No.	Particulars	Quarter endedDec 31, 2018	31,2017	Quarter ended Dec Nine months endedDec 31,2018{Unaudited)
		(Unaudited)	(Unaudited)
I	Total revenue from continuing operations	846.83	658.40	2,213.50
	2-······· ;fit; --· ··· -· ····. ,.- s.o-:34 7o:'i'4 - _ i·s::;:?-s·~r~~~ ~~~'Pii~~~i"i
3	Profit before tax	5.i	"i'l ?o:·i-4 i.6o-:5·2·
	~~::~ ?.~ ;~~i~::?.P.ii~;;:?.::::::: :: :: :::=::==:::::: ::::::::::::::::::::::::::::::::: :=::::::=::::::: ::::::::::I 2. ?. :: :::= ::~ :::=::::::~ :E( ·::::::::::::::: :::: ::::: :::: ;:: ?.~ :::::::: : ~it::.? ~~! e~~~! r.?.~~~ .<2 ~~~! ?. ~ f. ?.: ~~ 1! ,2.?. !!.		.-. ?. ________ ! ~~~ _, ___ , --------
6	--~~!:Net profit for the period from continuing and discontinued operations	48.22	63.20	~~ :?~162.43

Exceptional item (net) Rs. 27.23 C'rore represents impainnent and reversal of impairment in the investments of subsidiary companies.

2(a). Net profit for discontinued operations represent results of Boiler & Heater business, which has been approved to be transferred on going concern basis to Thennax Babcock and Wilcox Energy Ssolutions Private Limited, a wholly owned subsidiary, by the Board of Directors, subject to approval of the shareholders. This transaction has no impact on the consolidated financial statements ofThennax Group.

Place: Pune Mrs. III UIIIJCC Date: February 8, 2019 Chairperson

Sustainable Solutions in Energy & Environment

ForT crmnx Limited

	Regd. Office: D-13, M.I.D.C. Industrial Area, R.D. Aga Road, Chinchwad, Pune - 411 019Statement of unaudited financial results for the quarter and nine months ended December 31, 2018	THERMAX LIMITEDCorporate Identity Number - L29299PN1980PLC022787
				Consolidated			(Rs. in Crore)
			Ouarter ended		Nine months ended		Year ended
	Particulars	Dec 31, 2018	Sep 30, 2018	Dec 31, 2017	Dec 31, 2018	Dec 31, 2017	Mar 31, 2018
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)
1	Income:
	(a) Revenue from operations	1.436.60	1.42764	1.116.96	3.899.50	3.042.63	4,485.64
	(b) Other income	3134	35.57	2384	97.93	71.44	116.39
	Total Income	1,467.94	1,463.21	1,140.80	3,997.43	3,114.07	4,602.03
	2 Expenses:
	(a) Cost of raw materials and components consumed	748 10	73192	531.45	1,963 40	1,499.39	2.301.35
	(b) Purchase of traded goods	35.21	27.59	20.59	81.11	50.83	75 43
	(c) Changes in inventories of finished goods, work-in-progress and traded goods	$+13$	1788	35 16	36.57	10 23	$(27 + 1)$
	(d) Excise duty on sale of goods	÷	÷			2076	20 76
	(e) Employee benefits expense	19982	213.71	171.97	600 37	515.19	696 57
	$(0)$ Finance cost	3.61	3.89	2.48	10.81	916	1285
	(g) Depreciation and amortisation expense	22.95	$23 + 5$	20.75	67.36	58.52	$82 + 4$
	(h) Other expenses	342.03	326.51	262.33	931.09	683.46	1.018 03
	Total Expenses	1.355.85	1.344.95	1.044.73	3,691.01	2,847.54	4.179.99
3$\downarrow$	Profit before exceptional items, non controlling interest, share of joint ventures and taxExceptional Items (loss) (refer note 8)	112.09(87.51)	118.26	96.07	306.42(87.51)	266.53	422.04
5	Profit before non controlling interest, share of joint ventures and tax	24.58	118.26	96,07	218.91	266.53	422.04
6	Tax expense
	$(a)$ Current tax	46 27	4978	37.88	124.07	93.00	158 99
		(9742)
	(b) Deferred tax expense / (credit) (refer note 7(a))		(6.37)	(0.11)	(104.41)	10.14	6.76
	Total tax expense	(51.15)	43.41	37.77	19.66	103.14	165.75
$\overline{\mathbf{7}}$8	Net Profit for the periodShare of Profit / (loss) of joint ventures	75.73(0.69)	74.85(0.33)	58,300.28	199.15(0.72)	163.39(7.98)	256.29(2519)
q		75.04		58.58	198.53	155.41
10	Net Prolit after tax and share of joint venturesOther Comprehensive Income, net of tax		74.52				231.10
	(a) Items that will be reclassified to profit or loss in subsequent periods	808	(6.06)	6.63	(2179)	23.46	23.54
	(b) Items that will not be reclassified to profit or loss in subsequent periods	0.13	$(0 + 1)$	(122)	0.44	(339)	3.49
	Total Other comprehensive income for the period	8.21	(6.50)	5.41	(21.35)	20.07	27.03
	11 Total Comprehensive Income for the period (including non-controlling interest)	83.25	68.02	63.99	177.18	175.48	258.13
	12 Net profit/(loss) attributable to:
	Equity holders	75 04	74 52	58.58	198.53	$156 + 2$	232.11
	-Non controlling interest					(1.01)	(101)
	13 Other Comprehensive Income, net of tax attributable to:-Equity holders	821	(6, 50)	$5 + 1$	(21.35)	20.07	27 03
	Non controlling interest			×
1	Total Comprehensive Income attributable to:
	-Equity holders	83 25	6802	63.99	177.18	176.49	259.14
	Non controlling interest					(101)	(101)
15	Paid-up Equity Share Capital (Face Value of Rs 2/- each)	22.52	22.52	22.52	22.52	22.52	22.52
16	Other equity						2.692.22
17	Earnings Per Share (in Rupees) (not annualised)
	Basic and Diluted	6.66	662	520	1763	13.89	20.61
	See accompanying notes to the financial results

			Standalone
	Particulars		Quarter ended		Nine months ended		Year ended
		Dec 31, 2018	Sep 30, 2018	Dec 31, 2017	Dec 31, 2018	Dec 31, 2017	Mar 31, 2018
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)
	A. Continuing operation
	1 Income:
	(a) Revenue from continuing operations	84683	758 43	658 40	2,213.50	1,852.12	2.746.17
(b)	Other income	24.17	40.63	20 29	90.42	62 84	99.36
	Total Income	871.00	799.06	678,69	2.303.92	1,914.96	2,845.53
$\overline{2}$	Expenses:
(a)	Cost of raw materials and components consumed	478 80	41120	308.76	1,193.11	969 99	1.493 52
	(b) Purchase of traded goods	35.19	2713	16.60	80 06	4639	68 02
	(c) Changes in inventories of finished goods, work-in-progress and traded goods	(0.17)	1832	29 23	27.66	462	$(21 + 7)$
	(d) Excise duty on sale of goods	š.		h.		1875	1875
	(c) Employee benefits expense	99.63	96.83	8986	290.02	269 03	35705
	$(\Omega)$ Finance cost	0.94	1.25	0.67	3.27	285	4.02
	(g) Depreciation and amortisation expense	1187	12.43	13.14	37.74	35 54	4937
	(h) Other expenses	164.40790.66	17092738.08	150.29608.55	18131	391 301.738.47	591.232.560.49
	Total Expenses				2,116.17
34	Profit before exceptional items and tax	80,34	60,98	70.14	187.75	176.49	285.04
	Exceptional items net (loss) (refer note 7(a) and 8)	(2723)			(2723)		(2500)
5	Profit before tax	53.11	60.98	70.14	160.52	176.49	260.04
6	Tax expense	30.38	23.69	23 95	70.57	56 00	99.40
	$(a)$ Current tax(b) Deferred tax expense / (credit)	(3.54)	(211)	(0.12)	(6.53)	582	(0.50)
	Total tax expense	26.84	21.58	23 83	64.04	6182	98 90
	7 Net profit for the period from continuing operations	26.27	39.40	46.31	96.48	114.67	161.14
	B. Discontinued operation
	Profit before tax from discontinued operations	32.82	46.11	25.64	100.09	58.19	118,07
	Tax expense of discontinued operations	10.87	16.17	875	$3 + 14$	2038	40.96
	10 Net profit for the period from discontinued operations	21.95	29.94	16.89	65.95	37.81	77.11
	11 Net profit for the period from continuing and discontinued operations (7+10)	48.22	69.34	63.20	162.43	152.48	238.25
	12 Other Comprehensive Income, net of tax
	(a) Items that will be reclassified to profit or loss in subsequent periods	22.11	(22.07)	1188	(2246)	8.20	0.57
	(b) Items that will not be reclassified to profit or loss in subsequent periods	0.12	(0.52)	(1.08)	0.35	(3.25)	3.02
	Total other comprehensive income for the period	22.23	(22.59)	10.80	(22.11)	4.95	3.59
	13 Total comprehensive income for the period	70.45	46.75	74.00	140.32	157.43	241.84
$1+$	Paid-up Equity Share Capital (Face Value of Rs. 2/- each)	23.83	2383	2383	23 83	23.83	2383
15	Other equity						2,541.73
16	INITIAL FOR IDENTIFIBasic and Diluted Earnings Per Share (in Rupees) (not annualised)
(a)	From continuing operations		331	389	8.10	962	1352
(b)	From discontinued operations	185	2.51	$1 + 2$	5.53	318	$6 - 17$
	BY(c) From continuing and discontinued operations	4.05	582	531	1363	12.80	19.99
	SPBCRSee accompanying notes to the financial results
	SRBC & COLLP

THERMAX LIMITED

Regd. Office : D-13, M.I.D.C. Industrial Area, R.D. Aga Road, Chinchwad, Pune - 411 019 Cornorate Identity Number - L29299PN1980PLC022787

Statement of unaudited financial results for the quarter and nine months ended December 31, 2018

Notes to the financial results:

These results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on February 8, 2019. The results have been subjected to Limited Review by the statutory auditors

	Segment information as per Ind AS 108 'Operating segments'						(Rs. in Crore)
		Consolidated
	Particulars	Ouarter ended			Nine months ended		Year ended
		Dec 31, 2018	Sep 30, 2018	Dec 31, 2017	Dec 31, 2018	Dec 31, 2017	Mar 31, 2018
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)
	Segment Revenue
	a Energy	1,134.87	1,14482	871 64	3.081.12	2,381 28	3,497.05
	b Environment	213 37	200 73	173.72	560 56	421 74	693.75
	c Chemical	11174	104.04	90.61	31257	28085	360.98
	Total	1,459.98	1,449.59	1,135.97	3,954.25	3,083.87	4,551,78
	Less: Inter segment revenue	23 38	21.95	19.01	5475	41,24	66.14
	Income From operations	1,436.60	1,427.64	1,116.96	3,899.50	3,042.63	4.485.64
$\mathbf{H}$	Segment Results (excluding exceptional items)
	Profit before tax and interest from each segment
	a Energy	61.27	82.57	7204	185.01	17148	283 42
	b Environment	15.45	5 60	494	25 66	739	28 98
	c Chemical	17.25	15.63	1301	44 69	51.62	54.21
	Total	93.97	103.80	89,99	255.36	230.49	366.61
	Less : i) Interest	361	389	2.48	1081	916	12.85
	ii) Other unallocable expenditure net of unallocable (income)	(21.73)	(1835)	(8.56)	(6187)	(45 20)	(68.28)
	iii) Exceptional items (relating to Energy segment) (refer note 8)	87.51			87.51
	Total profit before tax	24.58	118.26	96.07	218.91	266.53	422.04
m	Segment Assets
	a Energy	3,645.76	3,627.52	2,709.64	3.645.76	2,709.64	2,893.15
	b Environment	44833	450.01	480.69	448 33	480 69	493 66
	c Chemical	380 50	381.49	36206	380.50	362.06	354 12
	d Unallocated	2.09934	1,873.09	2.057.13	2,099.34	2,057.13	2,204.10
	Total Assets	6,573.93	6.332.11	5,609.52	6,573.93	5,609.52	5,945.03
$\mathbf{IV}$	Segment Liabilities
	a Energy	2,961 73	2,823 57	2,294.18	2,961 73	2,294 18	2,518 04
	b Environment	356.71	350 60	380 30	35671	380.30	388 50
	c. Chemical	75 36	66 15	68 50	75 36	68.50	63 20
	d Unallocated	292 50	287 35	234 16	292.50	234 16	260 55
	Total Liabilities	3.686.30	3,527.67	2,977.14	3,686.30	2,977.14	3,230.29

Post applicability of Goods and Services Tax (GST) with effect from July 1, 2017, the revenue from operations is disclosed net of GST. The revenue from operations for the nine months ended December $\frac{1}{2}$ 31, 2017 is inclusive of excise duty and is accordingly not comparable with revenue for the nine months ended December 31, 2018 to that extent

4 Ind AS 115 Revenue from Contracts with Customers, mandatory for reporting periods beginning on or after April 1, 2018, replaces existing revenue recognition requirements. Under the modified retrospective approach there were no material adjustments required to the retained earnings at April 1, 2018. Also, the application of Ind AS 115 did not have any material impact on recognition and measurement of revenue and related items in the financial results

During earlier years and in the current period, the Company has received show cause-cum-demand notices from the Excise department covering period from June 2000 till March 2017 for Rs. 1.381.55 crores (including penalty but excluding interest not presently quantified).

These demands are of excise duty payable on inclusion of the cost of bought out items in the assessable value of certain products manufactured by the Company, though such duty paid bought out items are directly dispatched CESTAT, Mumbai. Based on independent legal advice, the Company is confident of the issue being ultimately decided in its favour and accordingly no provision has been considered necessary

1. The Company has completed the acquisition process for the equity shares held by Babcock and Wilcox India Holding Inc. (B&W) in Thermax Babcock & Wilcox Energy Solutions Private Limited (TBWES) on July 19, 2018. Accordingly, TBWES has become a wholly owned subsidiary of the Company. In the quarter ended September 30, 2018, the Company had accounted for the transaction on provisional basis under Ind AS 103 'Business Combinations' Pursuant to the acquisition, TBWES results which were earlier consolidated on 'Equity' basis have been consolidated as a wholly owned subsidiary. Consequently, the financial results are not comparable to that extent.

7(a) Subsequent to the acquisition of TBWES, as part of organisation restructuring the Board of Directors of the Company at its meeting held on February 8, 2019, subject to share holders approval, have approved the transfer of Boiler & Heater (B&H) business of Thermax Limited to TBWES on a going concern basis through slump sale. The consideration for the transaction will not be less than the book value of B&H business, i in TBWES in standalone results and have accordingly reversed the earlier impairment loss of Rs 111.84 Crores (disclosed as exceptional item). Further deferred tax assets amounting to Rs 94.13 Crores has been accounted in the consolidated results on the basis of assessment of probability of deductibility of brought forward losses and depreciation of TBWES against future taxable profit.

7(b) Considering management's intention to transfer B&H business to TBWES as noted in para '7(a)' above, the results of B&H business have been classified as discontinued operations in the standalone results as at December 31, 2018 in accordance with Ind AS 105. The financial parameters in respect of discontinued operations is stated below. The financial results of the previous periods have accordingly been restated. The transaction has no impact on the consolidated financial results as the business will be continued in TBWES, a wholly owned subsidiary of the Company

						(Rs. in Crore)
Particulars		Ouarter ended			Nine months ended
	Dec 31, 2018	Sep 30, 2018	Dec 31, 2017	Dec 31, 2018	Dec 31, 2017	Mar 31, 2018
Revenue from operations	401 34	429.97	322.11	1.072.36	726 40	14246
Total income	402 20	430.78	323 69	1.076.18	729 53	14708
Total expenses	369 38	384.67	298 05	97609	67134	1.029 01
Profit before tax	3282	46.11	25 64	100.09	58.19	118.07
Tax expenses	1087	16.17	875	34 14	2038	40.96
Profit after tax	2195	29.94	1689	6595	3781	77.11

In addition to the exceptional item referred in para 7(a) above, considering the current market scenario and performance of certain subsidiaries, during the quarter and nine months period ended December 31, 2018, the Company has accounted for following impairment on investments (as exceptional items) in the standalone financial results.i) Thermax Netherlands B.V. - Rs. 126.38 Crores

ii) First Energy Private Limited (FEPL)- Rs 12 69 Crores

In the consolidated financial results, exceptional item pertains to impairment of goodwill for Rs. 87.51 Crores related to the stepdown subsidiary of Thermax Netherlands B.V. (i.e. Thermax Denmark

ApS)	INITIAL FOR IDENTIFICATIONBY	For Thermax Limited
Place PuneDate February 8, 2019	SRBC & COLLP	Mrs. Meher PudumjeeChairperson
	Sustainable Solutions in Energy & Environment

Panchshil Tech Park , Yerwada <Near Don Bosco School) Tel : 1-9 1 20 6603 6000 Fa' +91 20 6601 5900

Limited Review Report

Review Report to The Board of Directors Thermax Limited

• l. We have reviewed the accompanying statement of unaudited standalone Ind AS financial results of Thermax Limited (the 'Company') for the quarter ended December 31, 2018 and year to date from April I, 2018 to December 31, 2018 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Regulation'), read with SEBI Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016 ('the Circular').
• 1. The preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (lnd AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of Companies (Indian Accounting Standards) Rules, 2015, as amended, read with the Circular is the responsibility of the Company's management and has been approved by the Board of Directors of the Company. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review in accordance with the Standard on Review Engagements (SRE) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Institute of Chartered Accountants of India. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the applicable Ind AS specified under Section 133 of the Companies Act, 2013, read with relevant rules issued thereunder and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of the Regulation, read with the Circular, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We draw attention to note 5 of the Statement relating to the demand orders on the Company for Rs. 1,381.55 crores (including penalty ofRs. 329.91 crores and excluding interest not presently quantified) by the Commissioner of Central Excise, Pune. The Company has filed an appeal against the said orders. Our conclusion is not qualified in respect of this matter.

For S R B C & CO LLP

Place: Pune Date: February 8, 2019

S R 8 C & CO LLP C-401 , 4th Floor

Panchshil Tech Park , Yerwada (Near Don Bosco School) Pune-411 006, India Chartered Accountants Tel : +9 1 20 6603 6000 Fa x : +91 20 6601 5900

Limited Review Report

Review Report to The Board of Directors Tbermax Limited

• I. We have reviewed the accompanying statement of unaudited consolidated Ind AS financial results of Thermax Group comprising Thermax Limited (the 'Company') and its subsidiaries (together referred to as 'the Group') and joint venture, for the quarter ended December 31,2018 and year to date from April I, 2018 to December 31, 2018 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Regulation'), read with SEBI Circular No. CIRICFDIF AC/62/20 16 dated July 5, 2016 ('the Circular').
• 1. The preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of Companies (Indian Accounting Standards) Rules, 2015, as amended, read with the Circular is the responsibility of the Company's management and has been approved by the Board of Directors of the Company. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review in accordance with the Standard on Review Engagements (SRE) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Institute of Chartered Accountants of India. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as above and based on the consideration of the reports of other auditors on the unaudited separate quarterly financial results and on the other financial information of subsidiaries and the joint venture, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with recognition and measurement principles laid down in the applicable Ind AS specified under Section 133 of the Companies Act, 2013, read with relevant rules issued thereunder and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of the Regulation, read with the Circular, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We draw attention to note 5 of the Statement relating to the demand orders on the Company for Rs. 1,381.55 crores (including penalty of Rs. 329.91 crores and excluding interest not presently quantified) by the Commissioner of Central Excise, Pune. The Company has filed an appeal against the said orders. Our conclusion is not qualified in respect of this matter.

S R 8 C & CO LLP Chartered Accountants

• 1. We did not review the Ind AS financial results and other financial information, in respect of 13 subsidiaries, a branch of a subsidiary and various trusts (73 nos.), whose lnd AS financial results include total revenues of Rs 176.06 crores and Rs 584.63 crores for the quarter and the nine months period ended December 31, 2018 respectively. These lnd AS financial results and other financial information have been reviewed by other auditors, which financial results, other financial information and auditors' reports have been furnished to us by the management. The consolidated lnd AS financial results also include the Group's share of net profit of Rs. Nil and Rs 0.10 crores for the quarter and the nine months period ended December 31, 2018 respectively, in respect of 1 joint venture, whose financial results, other financial information have been reviewed by other auditors and these financial results, other financial information and auditor's report have been furnished to us by the management. Our conclusion, in so far as it relates to the affairs of such subsidiaries, branch of a subsidiary, joint venture and various trusts is based solely on the report of other auditors. Our conclusion is not modified in respect of this matter.
• 1. We did not review the financial information, in respect of 11 subsidiaries, whose lnd AS financial results include total revenues of Rs 8.28 crores and Rs 22.59 crores for the quarter and the nine months period ended December 31,2018 respectively. The lnd AS financial information have not been reviewed by their auditors. The consolidated lnd AS financial results also include the Group's share of net loss ofRs. 0.69 crores and Rs 0.82 crores for the quarter and the nine months period ended December 31, 2018 respectively, in respect of 1 joint venture, whose financial information has not been reviewed by its auditors. Our conclusion, in so far as it relates to the affairs of such subsidiaries and joint venture is based solely on the management certified accounts of those entities. According to the information and explanations given to us by the management, the financial information is not material to the Group. Our conclusion is not modified in respect of this matter.

ForS RB C & CO LLP

Chartered Accountants ICAI Firm registration number: 324982E/E300003

per Partner Membership No.: 501160

Place: Pune Date: February 8, 2019

Press Release

Thermax revenues 29°/o higher in Q3

Pune: February 8, 2019

For the third quarter of current FY 2018-19, Thermax Group posted consolidated operating revenues ofRs. 1,437 crore, up 28.6% as compared toRs. 1,117 crore in the corresponding quarter, last year, riding on a strong order carry forward. Group profit after tax at Rs. 75 crore (Rs. 58 crore), up 29%.

The profit considers Rs. 88 crore of exceptional item, pertaining to the impairment of goodwill related to the stepdown subsidiary, Thermax Denmark ApS and recognition of deferred tax assets of Rs. 94 crore relating to brought forward losses of its subsidiary, Thermax Babcock & Wilcox Energy Solutions Private Limited (TBWES).

As on December 31, 2018, Thermax Group had an order balance ofRs. 6,475 crore (Rs. 5,556 crore) up 16.5%. Order booking for the quarter, at the consolidated level, was marginally up at Rs. 1 ,480 crore (Rs. 1,413 crore) due to ongoing sluggishness in new investments in several sectors of the economy.

Subsequent to the acquisition ofthe remaining shares in TBWES on July 19, 2018, the Board of Directors today have approved the transfer of Boiler & Heater (B&H) business of Thermax Limited to TBWES through slump sale, subject to the approval of shareholders. Consequently, the results of B&H business have been classified as discontinued operations in the standalone financial statements. However, this will not impact the consolidated group accounts.

For the continued operations, on a standalone basis, Thermax Limited posted an operating revenue ofRs. 847 crore for the quarter, compared toRs. 658 crore in the corresponding quarter of the previous year. Profit after tax for the quarter was Rs. 26 crore, down 43.5% from last year's Rs. 46 crore. The standalone revenue ofThermax Limited, including discontinued operations, stood at Rs. 1,248 crore as compared to 981 crore and net profit after tax stood at Rs. 48 crore as compared to 63 crore in the same quarter last year.

The standalone profit of Thermax Limited for the current year is after considering exceptional items comprising impairment of investment ofRs. 126 crore in Thermax Netherlands B.V., Rs. 13 crore in First Energy Private Limited (FEPL) and an impairment reversal ofRs. 112 Crore in TBWES, resulting in a net impact ofRs. 27 crore on profits for the current period.

Thermax's facility at Sri City for manufacturing absorption chillers was formally inaugurated on ~u ry 31, 2019 and has commenced commercial production.

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About Thermax Limited: Thermax Limited, a leading energy and environment solutions provider is one of the few companies in the world that offers integrated innovative solutions in the areas of heating, cooling, power, water and waste management, air pollution control and chemicals. Thermax has manufacturing facilities in India, China, Europe and South East Asia. The sustainable solutions Thermax develops for client companies are environment-friendly and enable efficient deployment of energy and water resources.

For more information visit wv w.thermaxglobal. om