Thermax Takes 51% ExactSpace Control in Rs 70.26 Crore Deal

Thermax Limited gained 51% control of ExactSpace Technologies Private Limited on April 9, 2026, converting the former associate into a subsidiary in a transaction with Rs 70.26 crore of total purchase consideration and Rs 27.59 crore of goodwill. The amount includes the value of Thermax’s existing interest and a future obligation for the remaining shares.

How did Thermax take control of ExactSpace?

Thermax took control by acquiring an additional 35.83% stake in ExactSpace for Rs 30.48 crore, lifting its aggregate holding to 51% on a fully diluted basis on April 9, 2026. Thermax entered into a Share Subscription and Share Purchase Agreement and a Shareholders’ Agreement with ExactSpace and its promoters for the transaction.

ExactSpace was an associate of Thermax until April 8, 2026 and became a subsidiary from April 9, 2026. This changed its accounting treatment from an associate investment to a consolidated subsidiary within the Group’s financial results for the quarter and half year ended September 30, 2026.

ExactSpace provides artificial intelligence-driven solutions for industrial manufacturers. Its stated products support optimisation of asset performance, processes and after-sales service through real-time, mission-critical decision support. Thermax did not disclose ExactSpace’s revenue, profit, customer base or separate valuation for its artificial intelligence operations.

What does the Rs 70.26 crore ExactSpace deal value include?

Thermax reported Rs 70.26 crore of total purchase consideration, described as enterprise value, comprising Rs 36.52 crore of cash paid and fair value of shares already held plus a Rs 33.74 crore redemption liability. The Rs 30.48 crore paid for the additional 35.83% stake is therefore not the complete business-combination value.

The Rs 33.74 crore redemption liability reflects Thermax’s contractual obligation to acquire the remaining 49% of ExactSpace equity shares after three years, subject to certain conditions. The filing does not state the conditions, a precise post-three-year settlement date, or whether the eventual amount could change.

Thermax also made a separate Rs 42 crore payment during the quarter and half year ended September 30, 2026 to acquire the remaining 49% equity shares of TSA Process Equipments Private Limited. That transaction made TSA Process Equipments a wholly owned subsidiary, whereas the April 9 ExactSpace transaction resulted in a 51%-owned subsidiary.

Why did Thermax record Rs 27.59 crore of goodwill?

Thermax recorded Rs 27.59 crore of goodwill because the Rs 70.26 crore purchase consideration exceeded Rs 42.67 crore of identifiable net assets acquired. Thermax said it measured the acquired assets and liabilities at fair value under Indian Accounting Standard 103, Business Combinations.

The net identifiable assets included Rs 13.04 crore of technology-related intangible assets, Rs 4.83 crore of intangible assets under development and Rs 27.87 crore of cash and cash equivalents. These were reduced by Rs 0.36 crore of negative other net working capital and Rs 2.71 crore of deferred tax liabilities.

Consolidated goodwill stood at Rs 107.78 crore on September 30, 2026, compared with Rs 80.19 crore on March 31, 2026. Consolidated other intangible assets rose to Rs 115.64 crore from Rs 99.51 crore over the same period, while the filing says acquisition values were based on estimated fair values at the acquisition date.

How does ExactSpace affect Thermax’s reported results?

Thermax’s consolidated results for the quarter and half year ended September 30, 2026 include ExactSpace only from the April 9, 2026 acquisition date, so Thermax says those results are not strictly comparable with earlier periods. This reflects the shift from accounting for ExactSpace as an associate through April 8 to consolidating it as a subsidiary thereafter.

For the quarter ended September 30, 2026, Thermax reported consolidated total income of Rs 2,837.66 crore, compared with Rs 2,559.31 crore in the quarter ended September 30, 2025. Profit before tax declined to Rs 168.86 crore from Rs 173.67 crore, and the filing does not quantify ExactSpace’s contribution to either figure.

For the half year ended September 30, 2026, consolidated total income increased to Rs 5,208.58 crore from Rs 4,782.47 crore a year earlier. Profit before tax fell to Rs 211 crore from Rs 385.14 crore, but Thermax did not provide pro forma revenue or profit that would show results had ExactSpace been consolidated for both comparison periods.

Thermax reported consolidated total assets of Rs 13,941.12 crore at September 30, 2026, compared with Rs 13,282.11 crore at March 31, 2026. The source does not attribute the Rs 659.01 crore increase in total assets solely to ExactSpace, but it specifically discloses Rs 27.59 crore of goodwill and a Rs 33.74 crore redemption liability from the acquisition.

What does ExactSpace add to Thermax’s business structure?

ExactSpace adds an industrial artificial intelligence business to Thermax’s consolidated Group structure from April 9, 2026. Its stated decision-support tools are designed for industrial manufacturers and cover asset performance, operating processes and after-sales service, rather than a separately reported operating segment.

Thermax reassessed its segment reporting following an organisational restructuring in the previous quarter under Indian Accounting Standard 108, Operating Segments. In that exercise, it moved Thermax Bioenergy Solutions Private Limited from Industrial Infra to Green Solutions, but the filing does not identify ExactSpace as a separate reportable segment or provide its segment assets, revenue or result.

The September-quarter financial release reported consolidated operating revenue of Rs 2,756 crore, up 11% from Rs 2,474 crore a year earlier, and consolidated profit after tax of Rs 113 crore, down from Rs 119 crore. Thermax attributed quarterly profitability pressure to product mix and higher input costs in Industrial Products, plus a Rs 15 crore impairment provision in a Green Solutions hybrid renewable energy project, rather than assigning an effect to ExactSpace.

Conclusion

Thermax has converted ExactSpace from an associate into a controlled subsidiary by reaching 51% ownership on April 9, 2026. The Rs 70.26 crore transaction value combines Rs 36.52 crore of cash paid and fair value of the earlier interest with a Rs 33.74 crore redemption liability, while the accounting allocation produced Rs 27.59 crore of goodwill over Rs 42.67 crore of identifiable net assets.

The next disclosed ExactSpace milestone is Thermax’s planned acquisition of the remaining 49% equity shares after three years, subject to conditions in its agreements. Thermax has not disclosed the conditions, final settlement date or post-acquisition financial contribution, while it has stated that the September 2026 quarter and half-year results are not strictly comparable with earlier periods because ExactSpace was consolidated only from April 9, 2026.