Date: June 3, 2026

Scheme Approval Details

  • The Hon'ble National Company Law Tribunal, Mumbai Bench approved the Scheme of Merger by Absorption of Buildtech Products India Private Limited with Thermax Limited via Order dated June 2, 2026, received by the Company on June 3, 2026.
  • The Scheme shall become effective upon filing of the NCLT order with the Registrar of Companies, Pune.
  • The Appointed Date fixed under the Scheme is April 1, 2025.
  • Company Petition reference: C.P.(CAA)/39(MB)2026 IN C.A.(CAA)/7(MB)2026

Corporate Entities Involved

Buildtech Products India Private Limited (Transferor Company)

  • Incorporated: November 8, 1995
  • Business: Manufacturing, producing, processing, buying, selling, importing, exporting, distributing, and dealing in all kinds of Construction chemicals including Admixture, Powder, Resinpubase, Waterproofing, Accelerator, Micro-silica, Cement Capsule, Resin Capsule, and Poly Fiber & Membrane

Thermax Limited (Transferee Company)

  • Incorporated: June 30, 1980 (private limited), became public limited on May 4, 1981
  • Business: Offering solutions to energy, environment and chemical sectors
  • Listed on BSE Limited and National Stock Exchange of India Limited
  • Buildtech is a wholly-owned subsidiary of Thermax

Rationale for Merger

  • Consolidate and effectively manage business in a single entity
  • Achieve synergy, economies of scale, efficiencies and cost competitiveness
  • Consolidation of construction chemicals business enabling economies of scale and efficiency in operations
  • Elimination of duplication of operations for construction chemicals business
  • Thermax to directly expand market reach by accessing Buildtech's established network
  • Simplification of group structure reducing multiplicity of legal and regulatory compliances
  • Reduction in overheads including administrative, managerial and other expenditure
  • Optimal utilization of resources by eliminating unnecessary duplication of activities
  • Better cash flow management and unfettered access to cash flow generated by construction chemicals business
  • Enhanced employee motivation and opportunities within larger corporate entity

Consideration Structure

  • Since Thermax along with its nominees holds the entire equity share capital of Buildtech, no consideration will be paid
  • No shares shall be issued by Thermax to Buildtech shareholders
  • Buildtech shares held by Thermax shall stand extinguished upon the Scheme becoming effective

Shareholding and Creditor Details

Buildtech Products India Private Limited

  • 7 equity shareholders holding 15,21,000 shares amounting to ₹1,52,10,000
  • All shareholders have filed consent affidavits supporting the Scheme
  • No secured creditors
  • 52 unsecured creditors

Thermax Limited

  • 7 secured creditors with dues of ₹1,287.62 crores
  • Creditors representing 97% in value have provided consent affidavits
  • 4,809 unsecured creditors
  • Creditors representing 92.71% in value have consented to the Scheme

Regulatory Compliance and Approvals

  • Board of Directors of both companies approved the Scheme in their respective Board Meetings held on October 17, 2025
  • Regional Director, Western Region filed report on April 29, 2026 expressing no objections to the Scheme
  • Official Liquidator filed report dated April 30, 2026 stating affairs of transferor company not conducted prejudicially to public interest or creditors
  • Statutory Auditor Price Waterhouse Chartered Accountants LLP provided certificate dated October 17, 2025 confirming accounting treatment conforms to accounting standards under Section 133 of Companies Act, 2013
  • Applicant Companies submitted audited financials as of March 31, 2025 and unaudited financial statement as of December 31, 2025

Undertakings and Compliance Requirements

  • Applicant Companies shall protect interest of creditors and employees
  • Compliance with applicable Accounting Standards including AS-14/Ind-AS 103 for Arrangements
  • Compliance with Section 232(6) of Companies Act, 2013 and MCA General Circular No. 09/2019 dated August 21, 2019
  • Compliance with directions from Income Tax Department and GST Authorities, if any
  • Compliance with directions of BSE, NSE and SEBI if issued
  • File certified copy of order with Scheme in e-Form INC-28 with Registrar of Companies within 30 days from order receipt
  • Lodge certified copy of order and Scheme with Superintendent of Stamps within 60 working days for stamp duty adjudication

Legal and Liability Aspects

  • All liabilities accruing in Buildtech shall be transferred to Thermax
  • Liabilities respecting offences committed by officers in default of Buildtech prior to merger shall continue as provided in Section 240 of Companies Act, 2013
  • Buildtech to be dissolved without winding up
  • Income Tax Department liberty to examine tax payable aspects and take action if scheme results in tax avoidance