5004112025-07-055004112025-07-052025-07-05ResolutionOrAgendaDomain15004112025-07-05ResolutionOrAgendaDomain15004112025-07-052025-07-05ResolutionOrAgendaDomain25004112025-07-05ResolutionOrAgendaDomain25004112025-07-052025-07-05ResolutionOrAgendaDomain35004112025-07-05ResolutionOrAgendaDomain35004112025-07-052025-07-05ResolutionOrAgendaDomain45004112025-07-05ResolutionOrAgendaDomain45004112025-07-052025-07-05ResolutionOrAgendaDomain55004112025-07-05ResolutionOrAgendaDomain55004112025-07-052025-07-05ResolutionOrAgendaDomain65004112025-07-05ResolutionOrAgendaDomain65004112025-07-052025-07-05ResolutionOrAgendaDomain75004112025-07-05ResolutionOrAgendaDomain7xbrli:pureTHERMAX LIMITEDTHERMAXNew2025-07-0411:30:00Annual General MeetingVideo Conference (VC) or Other Audio-Visual Means (OAVM)44th Annual General MeetingThursday2025-07-3116:30:00Pune7Ordinary ResolutionAdoption of Financial StatementsTo receive, consider, approve and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the reports of the Board of Directors and Auditors thereon.Ordinary ResolutionOthersOthersDeclaration of DividendTo declare dividend of Rs. 14/- (700%) per equity share of face value of Rs. 2/- each for the financial year ended March 31, 2025.Ordinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRetirement by rotationTo appoint a Director in place of Mr. Pheroz N. Pudumjee (DIN: 00019602), who retires by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for re-appointment.Non-Executive - Non-Independent DirectorMr. Pheroz N. Pudumjee000196022025-07-312025-07-31Ordinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointment“RESOLVED THAT pursuant to the provisions ofSection 139, 141, 142 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Price Waterhouse Chartered Accountants LLP, ICAI Firm Registration No. 012754N/N500016 be and are hereby appointed as the Statutory Auditors of the Company for a period of five years commencing from conclusion of the 44th Annual General Meeting (AGM) until the conclusion of the 49th AGM of the Company, on such terms and conditions including remuneration as may be determined by the Board of Directors or its Committees in consultation with the statutory auditors. RESOLVED FURTHER THAT any Director or the Chief Financial Officer or the Company Secretary of the Company be and is hereby severally authorised to do all acts, deeds and things including filing of necessary forms, documents, applications and take steps as may be deemed necessary, proper or expedient to give effect to this resolution and matters incidental thereto.”OthersStatutory AuditorM/s. Price Waterhouse Chartered Accountants LLP, ICAI Firm Registration No. 012754N/N500016AAFFP3698A2025-04-012031-03-31Ordinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRatification“RESOLVED THAT pursuant to the provisions ofSection 148 and other applicable provisions of theCompanies Act, 2013 and the Companies (Auditand Auditors) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for the timebeing in force), a remuneration of Rs. 7,50,000/-(Rupees Seven Lakh Fifty Thousand only) plus applicable taxes and reimbursement of actual out ofpocket expenses payable to M/s. Dhananjay V. Joshi& Associates, Cost Accountants, Pune, the CostAuditors appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2026, be and is hereby ratified and confirmed. RESOLVED FURTHER THAT any Director or theChief Financial Officer or the Company Secretary ofthe Company be and is hereby severally authorisedto do all acts, deeds and things including filing of necessary forms, documents, applications and take steps as may be deemed necessary, proper or expedient to give effect to this resolution and matters incidental thereto.”OthersCost AuditorM/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune2025-04-012026-03-31Ordinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointment“RESOLVED THAT pursuant to the provisions ofSection 204 of the Companies Act, 2013 (“the Act”)and Regulation 24A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015(“Listing Regulations”) (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Makarand M. Joshi & Co., Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P2009MH007000) be and are hereby appointed as the Secretarial Auditors of the Company for a period of five years commencing from FY 2025-26 to FY 2029-30, at such terms and conditions including remuneration as may be determined by the Board of Directors or its Committees in consultation with the secretarial auditors. RESOLVED FURTHER THAT any Director or the Chief Financial Officer or the Company Secretary of the Company be and is hereby severally authorised to do all acts, deeds and things including filing of necessary forms, documents, applications and take steps as may be deemed necessary, proper or expedient to give effect to this resolution and matters incidental thereto.”OthersSecretarial AuditorM/s. Makarand M. Joshi & Co., Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P2009MH007000)AAQFM7579Q2025-04-012030-03-31Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRe-appointment“RESOLVED THAT pursuant to the provisions of Section 196, 197 and 203 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) (including any statutory modification(s) or re-enactment thereof for the time being in force), and in accordance with the notice received in writing from a member of the Company under Section 160(1) of the Act, consent of the Members be and is hereby accorded for reappointment of Mr. Ashish Bhandari (DIN: 05291138), as the Managing Director and CEO of the Company, for a period of five years effective from September 1, 2025 to August 31, 2030 (both days inclusive) on the terms and conditions including remuneration as set out in the agreement to be entered into between the Company and Mr. Bhandari with specific authority to the Board of Directors to alter and vary the terms and conditions of the said appointment and / or agreement including remuneration, provided that such alteration/variation in remuneration shall be within the limits specified in Schedule V to the Act or any amendments thereto from time to time. RESOLVED FURTHER THAT any Director(s) or the Chief Financial Officer or the Company Secretary of the Company be and is hereby severally authorised to do all acts, deeds and things including filing of necessary forms, documents, applications and take steps as may be deemed necessary, proper or expedient to give effect to this resolution and matters incidental thereto.”Executive DirectorAshish Bhandari052911382025-09-012030-08-312