Thermax Ltd. — Regulatory Filings 2021

Jun 2, 2021

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June 2, 2021

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) Mumbai – 400 051 Company Scrip Code: 500411 Company Scrip Code: THERMAX EQ

Sub: Disclosure of Related Party Transactions.

Ref: Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 .

Dear Sir,

Pursuant to Regulation 23(9) of Listing Regulations, please find enclosed details of Related Party Transactions on a consolidated basis for the year ended March 31, 2021.

You are requested to kindly acknowledge receipt of the above.

Thanking you,

Yours faithfully,

For THERMAX LIMITED

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Kedar P. Phadke Company Secretary Encl: As above

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Thermax Limited Notes to consolidated financial statements for the year ended March 31, 2021

(All amounts are in Rupees Crores, except per share data and unless stated otherwise)

34 Interests in other entities Group information A Subsidiaries

The consolidated financial statements of the Group includes subsidiaries listed in the table below. Unless otherwise stated, they have share capital consisting solely of equity shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.

Sr No.	Name of the entity	Place of business/ Country of incorporation	Ownership interest held by the Group	Ownership interest held by the Group	Principal activities
			March 31, 2021	March 31, 2020
1	Thermax Onsite Energy Solutions Ltd	India	100%	100%	Supply of steam and heat on build, own and operate basis
2	Thermax Instrumentation Ltd.	India	100%	100%	Civil, Erection & Commissioning and Operation and Maintenance ofpowerplants
3	Thermax Engineering Construction Company Ltd.	India	100%	100%	Installation of industrial machinery and equipment
4	Thermax Sustainable EnergySolutions Ltd.	India	100%	100%	Carbon AdvisoryServices
5	Thermax International Ltd.	Mauritius	100%	100%	Investment Company
6	Thermax Europe Ltd.	United Kingdom	100%	100%	Sale and service of vapour absorption chillers
7	Thermax Inc.	USA	100%	100%	Sale and service of vapour absorption chillers and sale of chemicals
8	Thermax do Brasil Energia e Equipamentos Ltda	Brazil	100%	100%	Rendering services including technical assistance
9	Thermax (Zhejiang) Cooling & Heating Engineering Company Ltd. ^^^^	China	NA	100%	Products and services in heating, cooling, waste heat recovery, captive power, water treatment and recycling, waste management and performance chemicals
10	Thermax Netherlands BV.	Netherlands	100%	100%	Investment Company
11	Thermax Denmark ApS	Denmark	100%	100%	Investment Company
12	Danstoker A/S	Denmark	100%	100%	Produces and sells boilers to the energy market
13	Ejendomsanpartsselskabet IndustrivejNord 13	Denmark	100%	100%	Own and lease outpropertywithin Group
14	Boilerworks A/S	Denmark	100%	100%	Produces and supplies high-pressure boilers and components
15	Boilerworks Properties ApS	Denmark	100%	100%	Own and lease out thepropertywithin Group
16	Danstoker Poland Spółka Z Ograniczona Odpowiedzialnoscia	Poland	100%	100%	Produces and supplies high-pressure boilers and components
17	Rifox-Hans Richter GmbH Spezialarmaturen	Germany	100%	100%	Manufacturingsteam trapsystems
18	Thermax Sdn.Bhd	Malaysia	100%	100%	Turnkeysolutionsprovider
19	Thermax EngineeringSingapore Pte. Ltd.	Singapore	100%	100%	Investment Company
20	PT Thermax International Indonesia	Indonesia	100%	100%	Manufacturingof industrialproducts
21	Thermax Senegal S.A.R.L ^^^^	Senegal	100%	100%	Plant management services
22	First EnergyPrivate Limited	India	100%	76%	Alternative energysolution company
23	Thermax Energy & Environment Philippines Corporation	Philippines	100%	100%	Marketing and sales of component parts of boilers
24	Thermax Energy & Environment Lanka (Private) Limited	Sri Lanka	100%	100%	Marketing and sales of component parts of boilers
25	Thermax Nigeria Limited	Nigeria	100%	100%	Marketing and sales of component parts of boilers
26	Thermax Babcock & Wilcox Energy Solutions Pvt Ltd	India	100%	100%	Manufacture of steam or other vapour generating boilers and hot water boilers other than central heating boilers
27	Thermax Cooling Solutions Limited (formerly known as Thermax SPX Energy Technologies Ltd)	India	100%	100%	Supply and erection commissioning of Air cooled condenser (ACC), Rotary air Pre-Heater (RAPH), electrostatic precipitator (ESP), Bag Houses
28	Thermax EngineeringConstruction FZE	Nigeria	100%	100%	Operation and Maintenance
29	Thermax International Tanzania Limited^^	Tanzania	100%	100%	Supervision for project business, operation and maintenance services and sales related support.
30	Thermax(Thailand)Limited	Thailand	100%	100%	Trade and investment support office.
31	ESOP Trust and Employee Welfare Trusts**	India	100%	100%	Employee welfare
32	Enernxt Private Limited^^^	India	100%	NA	Supply of biogas on build, own, operate and transfer basis
Thermax Hong Kong Ltd. (wholly owned subsidiary) has not been considered for consolidation as the same has been closed on September 11, 2020. During the year ended March 31, 2020, the non-controlling interest held in First Energy Private Limited is not material to the Group. Hence, the disclosures required under Para 12 of Ind AS 112 Disclosure of Interests in other entities are not considered necessary. ^^^^ The subsidiaries are under liquidation process. ** The Group has ESOP trust and Employee Welfare Trusts for the welfare of the employees. Pursuant to the arrangement between the Trusts and the Holding Company, the Holding Company has determined that it has power to direct the relevant activities of the trust while being exposed to variable returns from its involvement with these entities. As a result, these entities have been consolidated in these financial statements. ^^ Date of incorporation December 7, 2019. There are no transaction during the year, hence not consolidated. ^^^ Date of incorporation January 5, 2021. There are no transaction during the year, hence not consolidated.

B Parent entity	B Parent entity	B Parent entity
Sr No.	Name of the entity	Place of business/ Country of incorporation	Ownership interest held by the Group		Type
			March 31, 2021	March 31, 2020
1	RDA Holdings Pvt Ltd	India	53.99%	53.99%	Ultimate Holdingcompany
The above percentage of shareholding is before elimination of Trust's holding**.

Thermax Limited Notes to consolidated financial statements for the year ended March 31, 2021

(All amounts are in Rupees Crores, except per share data and unless stated otherwise)

35 Related party disclosures

A For details of Holding company, refer note 34.

B Individuals having significant influence over the Group by reason of voting power, and their relatives

• 1 Mrs. Meher Pudumjee - Chairperson

• 2 Mrs. Anu Aga - Relative of Chairperson / Director (Retired on August 8, 2018)

• 3 Mr. Pheroz Pudumjee - Director

• 4 Mr. Zahaan Pudumjee - Relative of Chairperson / Director

C Key Management Personnel:

1 Mr. M S Unnikrishnan - Managing Director and Chief Executive Officer (Retired on August 31, 2020)

• 2 Mr. Ashish Bhandari - Managing Director and Chief Executive Officer (w.e.f. April 7, 2020)

3 Dr. Valentin A. H. von Massow - Independent Director

4 Dr. Jairam Varadaraj - Independent Director

• 5 Mr. Nawshir Mirza - Independent Director

• 6 Mr. Harsh Mariwala - Independent Director

7 Mr. Sashishekhar Balakrishna (Ravi) Pandit - Independent Director

8 Mrs. Rajani Kesari - Independent Director

9 Mr. Rajendran Arunachalam - Chief Financial Officer (w.e.f. June 1, 2019)

10 Mr. Amitabha Mukhopadhyay - Chief Financial Officer (Resigned on May 31, 2019)

11 Mr. Kedar Phadke - Company Secretary

D Enterprises with whom transactions have taken place during the year, over which control is exercised by individuals listed in ‘B’ and 'C' above:

1 Thermax Foundation, India

• 2 ARA Trusteeship Company Private Limited, India

• 3 Marico Limited, India

4 Elgi Ultra Industries Limited, India

• 5 Elgi Equipments Limited, India

6 The Akanksha Foundation, India

7 Festo India Private Limited, India

8 Kirtane & Pandit LLP, India

E Transactions with related parties:

Particulars	Enterprises over which control is exercised by Individuals having Significant influence over the company and Key Management Personnel	Enterprises over which control is exercised by Individuals having Significant influence over the company and Key Management Personnel	Key Management Personnel and Individuals having Significant influence over the company mentioned in B and C above	Key Management Personnel and Individuals having Significant influence over the company mentioned in B and C above	Total	Total
	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020
a. Transactions during theyear
Sales ofproducts and services	0.04	0.68	-	-	0.04	0.68
Purchase of raw material and components	1.44	0.35	-	-	1.44	0.35
Miscellaneous expense	0.02	0.01	-	-	0.02	0.01
Remuneration to keymanagementpersonnel*	-	-	22.21	6.93	22.21	6.93
Donation	7.84	8.26	-	-	7.84	8.26
Director's sittingfees ^	-	-	0.60	0.44	0.60	0.44
Commissionpaid	-	-	3.93	3.72	3.93	3.72
Rentpaid	-	-	0.35	0.51	0.35	0.51
* Does not include gratuity and leave encashment since the same is calculated for all employees of the Group as a whole. Dividend paid to RDA Holdings Pvt. Ltd., India is Rs. Nil (March 31, 2020: Rs. 90.06) including interim dividend for the year 2019-20. ^ Includes sitting fees paid to director's of holding companies.

Particulars	Enterprises over which control is exercised by Individuals having Significant influence over the company and Key Management Personnel	Enterprises over which control is exercised by Individuals having Significant influence over the company and Key Management Personnel	Key Management Personnel and Individuals having Significant influence over the company mentioned in B and C above	Key Management Personnel and Individuals having Significant influence over the company mentioned in B and C above	Total	Total
	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020
b. Balances as at theyear end
Trade receivables	0.02	**	-	-	0.02	**
Securitydeposit	-	-	0.18	0.18	0.18	0.18
Tradepayables and other liabilities	0.81	0.15	-	-	0.81	0.15

** represents amount less than a lakh rupees.

Thermax Limited

Notes to consolidated financial statements for the year ended March 31, 2021 (All amounts are in Rupees Crores, except per share data and unless stated otherwise)

F Related party transactions include transactions pertaining to the following parties with whom the percentage of the transactions are 10 % or more of the total of the above:

Particulars	March 31, 2021	March 31, 2020
Transactions during the year Sale of product and services Marico Limited Elgi Ultra Industries Limited Purchase of raw material and components Elgi Equipments Limited Festo India Private Limited Miscellaneous expense The Akanksha Foundation Remuneration to key management personnel Mr. M. S. Unnikrishnan Mr. Ashish Bhandari Mr. Rajendran Arunachalam Mr. Amitabha Mukhopadhyay Donation Thermax Foundation, India Directors sitting fees Mrs. Meher Pudumjee Mr. Pheroz Pudumjee Dr. Valentin A. H. von Massow Dr. Jairam Varadaraj Mr. Nawshir Mirza Mr. Ravi Pandit Mrs. Rajani Kesari Commission paid Mrs. Meher Pudumjee Mr. Pheroz Pudumjee Dr. Valentin A. H. von Massow Dr. Jairam Varadaraj Mr. Nawshir Mirza Mr. Harsh Mariwala Mr. Ravi Pandit Mrs. Rajani Kesari Mr. M. S. Unnikrishnan Rent paid Mrs. Meher Pudumjee Mrs. Anu Aga Mr. Pheroz Pudumjee	0.04 - 1.43 0.01 - 14.82 5.64 1.39 - 7.84 0.07 0.10 0.07 0.09 0.11 0.06 0.07 0.45 0.20 0.38 0.20 0.35 0.25 0.15 0.15 1.60 0.11 0.13 0.11	0.55 0.13 0.30 0.05 0.01 4.00 - 1.27 1.26 8.26 0.06 0.08 0.06 0.07 0.06 0.06 0.04 0.45 0.20 0.37 0.20 0.35 0.25 0.15 0.15 1.60 0.14 0.24 0.14
Particulars	March 31, 2021	March 31, 2020
Marico Limited Security deposits Mr. Pheroz Pudumjee Festo India Private Limited Trade payables and other liabilities Trade receivables Marico Limited Elgi Equipments Limited	0.02 0.01 - 0.80 0.18	** 0.03 0.02 0.10 0.18
** represents amount less than a lakh rupees.

G. Terms and conditions of related party transactions:

The sales to and purchases from related parties are assessed to be at arm’s length by the management. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash.

For the year ended March 31, 2021, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2020: Rs. Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

All outstanding balances are unsecured and repayable in cash.