Clean Max Enviro Energy Solutions Ltd. के निदेशक की रिपोर्ट

Mar 31, 2026

We are pleased to present the 16^th Board’s Report on the business and operations of Clean Max Enviro Energy Solutions Limited (the ‘Company/CleanMax’) along with the Audited Financial Statements for the financial year ended 31 March 2026.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY:

Particulars	(INR in Millions) Standalone Consolidated
	Current Year	Previous Year	Current Year	Previous Year
Revenue from operations	60,032.91 3,540.21	22,703.59	19,128.73 1,623.41	14,957.01
Other Income Total Income Less: Expenditure Earnings before interest, tax, depreciation and impairment and amortization (EBITDA) Less: Finance cost		1,885.63		1,146.41
	63,573.12	24,589.22	20,752.14	16,103.42
	48,988.05	18,408.96	7,806.51	5,952.70
	14,585.07	6,180.26	12,945.63	10,150.72
	3,692.46 501.96	1,902.80	7,859.22 3,799.12	6,628.87
Less: Depreciation and impairment and amortization expense Profit before tax and exceptional items Less: Exceptional item (Loss on fair valuation of CCPS)		385.90		2,999.90
	10,390.65	3,891.56	1,287.29	521.95
	2,159.35 557.81	-	2,176.60 (1,682.56)	-
Less: Provision for tax
- Current Tax		550.00		566.95
- Deferred Tax {charged/(credit)} Profit /(Loss) after Tax Share of profit ofjoint venture and associate (net of taxes) Profit/ (Loss) for the year Other Comprehensive Income (Loss)/Profit Total Comprehensive Income for the year Total Comprehensive Income attributable to Non-Controlling Interests		360.25		(163.77)
	7,673.49	2,981.31	793.25	118.77
	-	-	62.52	75.52
	7,673.49	2,981.31	855.77	194.29
	(4.86)	(0.64)	4,339.44	24.71
	7,668.63	2,980.67	5,195.21	219.00
	-	-	(85.55)	(84.14)

2. OVERALL PERFORMANCE AND COMPANY''S AFFAIRS:

Power now sits at the centre of how businesses grow, and our role at CleanMax is to deliver that power clean, reliable, and long-term for leading corporates across sectors, worldwide. As of 31 March 2026, CleanMax has 5.7 GW of contracted RE power sales capacity (3.1 GW operational, 2.6 GW contracted and under execution), giving us scale that matters for customers making long-term energy decisions.

Data and AI customers have been a core focus for us from the outset, and that leadership has only deepened. In two years, their contracted capacity has grown nearly tenfold from about 254 MW to 2,380 MW and now represents roughly 42% of our RE power sales book, with partners such as Amazon, Apple, Cisco, Equinix, Iron Mountain, Meta, and STT GDC. Alongside this, we continue to serve a diversified base of 588 C&I customers across sectors including chemicals, pharma, manufacturing, technology, and global capability centres; ~74% of new contracted volumes in FY 2025-26 came from existing clients, and our PPAs have an average tenor of around 23 years - building a base of long-duration, repeat relationships rather than one-off sales.

This is showing up clearly in the numbers. In FY 2025-26, revenue from operations reached INR 1,913 Crore (28% year-on-year growth), EBITDA was INR 1,295 Crore (28% growth), and profit after tax rose more than fourfold to INR 85.58 Crore, supported by ~1.4 GW of new RE power sales capacity commissioned during the year. Our assets generated and exported about 3.34 Million MWh of green electricity with 99.24% offsite grid uptime, and our contracted cash flows were recognised through a CARE Ratings upgrade to AA-/Stable.

We are building a net-zero partnership with corporates that treat clean power as a strategic input to their growth, not just a compliance checkbox.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of Business of the Company, during the year under review.

4. CHANGE IN NAME AND STATUS OF THE COMPANY:

During the year under review, the Company was converted from a private limited company to a public limited company with effect from 07 August 2025, and accordingly, the name of the Company changed from Clean Max Enviro Energy Solutions Private Limited to Clean Max Enviro Energy Solutions Limited, pursuant to the approval of the Board of Directors and shareholders and consequent alteration of the Memorandum and Articles of Association. The equity shares of the Company got listed on the main Board of the BSE Limited (‘BSE’) and the National Stock Exchange of India Limited (‘NSE’) on 02 March 2026. This milestone marks a significant step in strengthening our capital base, enhancing governance standards, and providing a broader platform to support our long-term growth ambitions.

5. DIVIDEND:

The Board, after a careful review of the Company’s strategic growth plans and long-term value creation opportunities, has decided not to declare any dividend for the financial year 2025-26. The decision reflects our commitment to reinvest profits into expanding renewable energy projects, strengthening operational capabilities, and accelerating our Company’s growth trajectory, thereby creating greater value for our shareholders in the long term.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, there was no unpaid or unclaimed dividend or other amount due for transfer to the Investor Education and Protection Fund (‘IEPF’) in accordance with the provisions of the Companies Act, 2013 (the Act).

7. TRANSFER TO RESERVES:

During the year under review, the Board has not transferred any amount to the general reserve. This decision is in line with the Company’s recent listing in March 2026 and the accounting and regulatory framework under the Act. The profits for the period have been fully retained in retained earnings, to strengthen the Company’s financial position, support operational and capital requirements, and fund strategic growth initiatives. The Board confirms that this treatment is fully compliant with Schedule III of the Act, and applicable accounting standards, and has been made in the best interest of the Company and its shareholders.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE

OF THIS REPORT:

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

9. DEPOSITS:

During the year under review, the Company has not invited/accepted any deposits covered under Chapter V of the Act [i.e., deposits within the meaning of Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014].

10. SHARE CAPITAL:

The authorized share capital of the Company as on 31 March 2026 was as follows:

Sr. Particulars No.	Face Value (In INR)	Number of Shares	Total (In INR)
1. Equity Shares	1	30,66,77,020	30,66,77,020
2. Preference Shares	212	2	424
3. Series K CCPS*	50	1,00,000	50,00,000
Total Authorized Share Capital			31,16,77,444
*Series K Compulsory Convertible Preference Shares

The paid-up share capital of the Company as on 31 March 2026 was as follows:
Sr. . Number of Particulars Value . No. Shares (In INR)	Total (In INR)
1. Equity Shares 1 11,70,79,174	11,70,79,174

11. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES OF THE COMPANY:

During the year under review, the Company successfully completed an Initial Public Offer (‘IPO’) by way of fresh issue and an Offer for Sale (‘OFS’) aggregating to 2,92,50,277 equity shares of face value of INR 1 each for cash, at a price of INR 1,053 per equity share (including a premium of INR 1,052 per equity share) aggregating to INR 30,798.84 Million. The IPO comprised of:

(a) fresh issue of 1,14,25,906 equity shares aggregating to INR 12,029.78 Million

(b) an offer for sale of 1,78,24,371 equity shares aggregating to INR 18,769.06 Million by the selling shareholders

The equity shares were allotted to eligible applicants on 26 February 2026, and the listing and trading of the Company’s shares commenced from 02 March 2026, on the BSE Limited and the National Stock Exchange of India Limited.

Consequently, the issued, subscribed and paid-up share capital of the Company was INR 117.08 Million comprising of 11,70,79,174 equity shares of face value of INR 1 each as on 31 March 2026, as against INR 50.72 Million comprising of 50,72,091 equity shares of face value of INR 10 each as on 31 March 2025. The Company has only one class of equity shares.

The Company had appointed CARE Ratings Limited, as the Monitoring Agency pursuant to Regulation 41 of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilisation of IPO proceeds. Further, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Company has submitted the reports received from CARE Ratings Limited for the quarter ended 31 March 2026 to the Stock Exchanges, and the Company will continue to submit the same to the Stock Exchanges till the full utilisation of total amount raised by the Company through the IPO. The proceeds of the IPO are being utilised as per the objects of the offer as disclosed in the Company’s Prospectus dated 25 February 2026.

12. CHANGES IN DEBT STRUCTURE (ISSUANCE):

During the year under review, the Board, at its meeting held on 13 October 2025, approved the issuance of listed Non-Convertible Debentures (‘NCDs’) of upto INR 400 Crores which were allotted on 31 October 2025.

13. CREDIT RATING:

During the year under review, the Company’s financial discipline and prudence is reflected in the credit ratings ascribed by rating agencies. The details of the Credit rating are disclosed in the General Shareholders Information, which forms part of this Annual Report.

14. EMPLOYEES STOCK OPTION SCHEMES (‘ESOP''):

During the year under review, the Company adopted the Clean Max Enviro Energy Solutions Limited Employee Stock Option Scheme 2015 - Amended 2026 (‘Clean Max ESOP Scheme’) pursuant to the resolutions passed by shareholders on 05 August 2015, and subsequently amended pursuant to shareholders’ resolution dated 05 August 2021, 26 October 2023, 14 August 2025 and the scheme was further ratified and amended via shareholders’ resolution dated 17 May 2026.

The Clean Max ESOP Scheme is in compliance with the Act and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. (‘SEBI (SBEB) Regulations’).

The details on the aforesaid Clean Max ESOP Scheme as required to be disclosed under Regulation 14 of SEBI (SBEB) Regulations are available on the Company’s website at https://www.cleanmax.com/financial-information#periodic-financials

Further, in accordance with Regulation 13 of the SEBI (SBEB) Regulations, certificates issued by the Secretarial Auditors on the implementation of the Clean Max ESOP Schemes will be made available via electronic mode at the ensuing Annual General Meeting (‘AGM’) of the Company for inspection by the Members.

15. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY:

The Company has adequate internal financial controls in place with reference to the preparation of the financial statements, commensurate with the size, scale, and nature of its operations. These

controls are designed to ensure that all assets of the Company are safeguarded and protected against loss from unauthorized use or disposition.

Further, the Company has established a proper and adequate system of internal financial controls to ensure that all transactions are duly authorized, recorded, and reported accurately. These controls are implemented through well-documented policies, guidelines, and procedures, which are regularly reviewed and updated to maintain their effectiveness.

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

OF THE COMPANY:

The Board has formulated and adopted a comprehensive Risk Assessment and Management Policy to identify, assess, monitor, and mitigate various risks that may affect the operations, performance, and sustainability of the business. This policy outlines the risk management framework and defines roles and responsibilities for risk identification and mitigation across the organization.

In line with the requirements of the Act, the Board has constituted a Risk Management Committee to assist the Board in identifying, monitoring, and managing key risks impacting the business. Recognising the critical importance of proactive risk oversight in ensuring the long-term sustainability and resilience of the Company’s operations, the Board considered it appropriate to establish the Committee. The Committee has been constituted with clearly defined terms of reference, outlining its roles, responsibilities, and reporting structure, to enable effective formulation and implementation of a robust risk management framework.

17. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATOR OR COURTS OR TRIBUNALS:

There was no significant or material orders passed by any regulator or courts or tribunals against the Company, which impacts the going concern of the Company or will have any bearing on Company’s operations in future.

18. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review, the Company has below subsidiaries, step-down subsidiaries, associates and joint ventures, both in India and abroad. The Company continued to maintain its presence in international markets through its

overseas subsidiaries, step-down subsidiaries, and joint venture(s).

A. List of Companies:
Sr. No.	Name of the Companies
1	Chitradurga Renewable Energy India Private Limited
2	Clean Max Anchorage Private Limited
3	Clean Max Aditya Power Private Limited
4	Clean Max Adriatic Private Limited*
5	Clean Max Aero Private Limited
6	Clean Max Ahar Private limited*
7	Clean Max Ahhope Private limited*
8	Clean Max Ajanta Private Limited
9	Clean Max Albatross Private Limited*
10	Clean Max Alchemy Private Limited
11	Clean Max Alps Private Limited
12	Clean Max Amalfi Private Limited*
13	Clean Max Ame Private Limited
14	Clean Max Ananta Private Limited
15	Clean Max Andes Private Limited
16	Clean Max Andromeda Private Limited
17	Clean Max Aranyam Private Limited*
18	Clean Max Arcadia Private Limited
19	Clean Max Arctic Private Limited
20	Clean Max Aria Private Limited
21	Clean Max Arnav Private Limited
22	Clean Max Astral Private Limited
23	Clean Max Astria Private Limited
24	Clean Max Atlantic Private Limited*
25	Clean Max Atlas Private Limited
26	Clean Max Aurora Private Limited#
27	Clean Max Azores Private Limited*
28	Clean Max Balam Private Limited
29	Clean Max Banff Private Limited*
30	Clean Max Beta Private Limited#
31	Clean Max Bhoomi Private Limited
32	Clean Max BIAL Renewable Energy Private Limited#
33	Clean Max Bloom Private Limited
34	Clean Max Boreal Private Limited
35	Clean Max Bryce Private Limited
36	Clean Max Cads Private Limited
37	Clean Max Calypso Private Limited
38	Clean Max Celeste Private Limited
39	Clean Max Celestial Private Limited
40	Clean Max Centaurus Private Limited
41	Clean Max Cogen Solutions Private Limited
42	Clean Max Como Private Limited*
43	Clean Max Dasut Private Limited*
44	Clean Max Decimus Private Limited
45	Clean Max Delirio Private Limited
46	Clean Max Denali Private Limited
47	Clean Max Dhruve Private Limited
48	Clean Max Dhyuthi Private Limited
49	Clean Max Dool Private Limited*
50	Clean Max Dos Private Limited
51	Clean Max Draco Private Limited
52	Clean Max Ekaiva Private Limited
53	Clean Max Eliora Private Limited#
54	Clean Max Emerald Private Limited*

Sr. No.	Name of the Companies
55	Clean Max Energy Ventures Private Limited
56	Clean Max Everest Private Limited
57	Clean Max Everglades Private Limited
58	Clean Max Fragma Private Limited
59	Clean Max Fuji Private Limited*
60	Clean Max Gaia Private Limited
61	Clean Max Galapagos Private Limited
62	Clean Max Galaxy Private Limited
63	Clean Max Gamma Private Limited
64	Clean Max Ganga Private Limited
65	Clean Max Genesis Private Limited
66	Clean Max Godavari Private Limited
67	Clean Max Hana Private limited*
68	Clean Max Hybrid 2 Power Private Limited
69	Clean Max Hydra Private Limited
70	Clean Max Ichi Private limited*
71	Clean Max Iguazu Private Limited*
72	Clean Max Ilgohp Private limited*
73	Clean Max Infinia Private Limited
74	Clean Max IPP 4 Power Private Limited
75	Clean Max Jasper Private Limited
76	Clean Max Kanha Private Limited
77	Clean Max Karakoram Private Limited*
78	Clean Max Kaveri Private Limited
79	Clean Max Kaze Private Limited
80	Clean Max Kaziranga Private Limited
81	Clean Max Kenai Private Limited
82	Clean Max Khanak Private Limited
83	Clean Max Kilimanjaro Private Limited*
84	Clean Max Kratos Private Limited
85	Clean Max Kruger Private Limited*
86	Clean Max Laguna Private Limited*#
87	Clean Max Lapland Private Limited*
88	Clean Max Leo Private Limited
89	Clean Max Louise Private Limited*
90	Clean Max Magnus Private Limited
91	Clean Max Matahari Private Limited
92	Clean Max Maximus Private Limited
93	Clean Max Maya Private Limited
94	Clean Max Mercury Power Private Limited
95	Clean Max Meridius Private Limited
96	Clean Max Mirage Private Limited#
97	Clean Max Moraine Private Limited*#
98	Clean Max Nabia Private Limited
99	Clean Max Narmada Private Limited
100	Clean Max Neht Private Limited*
101	Clean Max Nevada Private Limited*
102	Clean Max Nile Private Limited
103	Clean Max Nirvaan Private Limited
104	Clean Max Nova Private Limited
105	Clean Max Olympus Private Limited
106	Clean Max Omni Private Limited
107	Clean Max Opia Private Limited
108	Clean Max Opus Private Limited
109	Clean Max Origo Private Limited
110	Clean Max Pacific Private Limited*
111	Clean Max Patagonia Private Limited
112	Clean Max Periyar Private Limited
113	Clean Max Petra Private Limited*
114	Clean Max Peyto Private Limited*
115	Clean Max Photovoltaic Private Limited

Sr. No.	Name of the Companies
116	Clean Max Plutus Private Limited
117	Clean Max Power 4 Private Limited
118	Clean Max Power Projects Private Limited
119	Clean Max Prapati Private Limited
120	Clean Max Prithvi Private Limited
121	Clean Max Ruby Private Limited
122	Clean Max Rudra Private Limited
123	Clean Max Sapphire Private Limited
124	Clean Max Saura Private Limited
125	Clean Max Scorpius Private Limited#
126	Clean Max Seht Private Limited*
127	Clean Max Serengeti Private Limited
128	Clean Max Sierra Private Limited*
129	Clean Max Sirius Private Limited
130	Clean Max Solaris Private Limited
131	Clean Max Solomon Private Limited*
132	Clean Max Solstice Private Limited*
133	Clean Max Sphere Energy Private Limited
134	Clean Max Sundarban Private Limited
135	Clean Max Surya Energy Private Limited
136	Clean Max Tadoba Private Limited
137	Clean Max Tahoe Private Limited*
138	Clean Max Taiyo Private Limited
139	Clean Max Tasman Private Limited*
140	Clean Max Taurus Private Limited
141	Clean Max Tav Private Limited
142	Clean Max Terra Private Limited
143	Clean Max Teton Private Limited
144	Clean Max Thanos Private Limited
145	Clean Max Theia Private Limited
146	Clean Max Thennal Private Limited
147	Clean Max Toyotsu Green Energy Private Limited (Formerly known as Clean Max Polar Private Limited)*
148	Clean Max Uno Private Limited
149	Clean Max Uranus Private Limited#
150	Clean Max Vayu Private Limited
151	Clean Max Vent Power Private Limited
152	Clean Max Victoria Private Limited*
153	Clean Max Osaka Gas Renewable Energy Private Limited (Formerly known as Clean Max Yamuna Private Limited)
154	Clean Max Yellowstone Private Limited
155	Clean Max Yosemite Private Limited
156	Clean Max Yuhdul Private limited*
157	Clean Max Yuhsuht Private Limited*
158	Clean Max Yul Private limited*
159	Clean Max Zeus Private Limited
160	Clean Max Zion Private Limited
161	Clean Max Indus Private Limited
162	CleanMax IPP 1 Private Limited
163	CleanMax IPP 2 Private Limited
164	CMES Infinity Private Limited
165	CMES Jupiter Private Limited
166	CMES Power 1 Private Limited
167	CMES Power 2 Private Limited
168	CMES Saturn Private Limited
169	Downing Gridco Private Limited
170	Gadag Power India Private Limited
171	Jagalur Green Energy Power Supply Private Limited

Sr. No.	Name of the Companies
172	Kintech Solarbikaner Private Limited
173	Surya Energy Photo Voltaic India Private Limited
174	VEH Green Energy Private Limited
Notes:
*Companies which became subsidiaries of the Company during the year under review pursuant to their incorporation or acquisition. #Companies ceased to be direct subsidiaries of the
Company during the year under review.
B. List of Limited Liability Partnership (‘LLPs’)
Sr. No. Name of the LLPs
1	Clean Max Apollo Power LLP
2	Clean Max Auriga Power LLP
3	Clean Max Charge LLP
4	Clean Max Circe Power LLP
5	Clean Max Deneb Power LLP
6	Clean Max Fusion Power LLP
7	Clean Max Hybrid Power LLP
8	Clean Max Hyperion Power LLP
9	Clean Max IPP3 Power LLP
10	Clean Max Light Power LLP
11	Clean Max Orion Power LLP
12	Clean Max Pluto Solar Power LLP
13	Clean Max Power 3 LLP
14	Clean Max Proclus Energy LLP
15	Clean Max Regulus Power LLP
16	Clean Max Scorpius Power LLP
17	Clean Max Suryamukhi LLP
18	Clean Max Urjit LLP
19	Clean Max Vega Power LLP
20	Clean Max Venus Power LLP
21	Clean Max Vital Energy LLP
22	HEM Urja LLP
23	HET Energy Technology LLP
24	KAS On site Power Solutions LLP
25	KPJ Renewable Power Projects LLP
26	Yashaswa Power LLP

C. Overseas Subsidiary:

1) Cleanmax Solar MENA FZCO

D. Overseas Step-down Subsidiaries (Subsidiaries of Cleanmax

Solar MENA FZCO):

1) Cleanmax IHQ (Thailand) Co. Ltd (Thailand)

2) Cleanmax Energy (Thailand) Co. Ltd. (Thailand)

3) Sunroof Enviro Solar Energy Systems LLC (UAE)

4) Clean Max Engineering (Thailand) Co. Ltd (Thailand)

5) Cleanmax Alpha LeaseCo FZCO(UAE)

E. Joint Venture (‘JV'')

1) CleanMax Harsha Solar LLP

2) Kanoo Cleanmax Renewables Assetco W.L.L (Bahrain) (JV of Cleanmax Solar MENA FZCO)

3) Kanoo Cleanmax Renewables W.L.L (Bahrain) (JV of Cleanmax Solar MENA FZCO)

F. Companies/Bodies Corporate which were struck off during the financial year 2025-26:

During the year under review, there were no companies or body corporates struck off.

19. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT: Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the Company’s subsidiaries and joint ventures in Form AOC-1 is annexed herewith as Annexure-I and forms part of this report.

20. STATUTORY AUDITORS:

M/s. B S R & Co. LLP, Chartered Accountants,

[Firm Registration No. 01248W/W100022] were appointed as the Statutory Auditors of the Company for the first term of five (5) consecutive years, commencing from the conclusion of the 15^th AGM until the conclusion of the 20^th AGM, to be held in the financial year 2030-31.

The Auditor’s Report for the year under review does not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the Financial Statements referred to in the Auditor’s Report are self-explanatory and do not call for any further comments.

21. INTERNAL AUDITOR:

Pursuant to the provisions of section 138 of the Act read with the Companies (Accounts)

Rules, 2014, the Board had appointed Protune KSA Consultants Private Limited, Chartered Accountants, as the Internal Auditors of the Company to conduct the Internal audit for the financial year 2025-26. The scope, functioning, periodicity, and methodology for conducting the internal audit were approved by the Board.

Further, based on their performance the Board has reappointed Protune KSA Consultants Private Limited as the Internal Auditors for the financial year 2026-27 in the meeting held on 12 May 2026.

22. COST AUDITOR:

Pursuant to the provisions of section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board had re-appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240), to conduct the audit of the cost records of the Company for the financial year ended 31 March 2026.

In accordance with the provisions of section

148(3) of the Act, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders of the Company.

Maintenance of Cost records:

During the year under review, the Company has maintained the cost accounts and records in accordance with section 148 of the Act, and Rule 8 of the Companies (Accounts) Rules, 2014.

Cost Audit Report:

The Cost Audit Report issued by M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240) for the financial year 2025-26 had no qualifications/adverse remarks/reservations in the same.

Between the end of the financial year and the date of this Report, the Board, on the recommendation of the Audit Committee, at its meeting held on 12 May 2026, has re-appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240), as the Cost Auditors of the Company for the financial year 2026-27.

The remuneration payable to the Cost Auditors is subject to ratification by the shareholders, and a corresponding resolution forms part of the Notice convening the ensuing 16^th AGM.

23. SECRETARIAL AUDITOR:

M/s. BNP and Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for the financial year 2025-26 in accordance with the provisions of section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial audit report dated 12 May 2026 in Form MR-3 is appended as Annexure IV.

The Secretarial audit report for the year under review does not contain any qualifications, reservations, adverse remarks, or disclaimers.

Between the financial year end date and the date of this Report, pursuant to the Regulation 24A of the SEBI Listing Regulations, the Board at its meeting held on 12 May 2026 has appointed M/s. BNP and Associates, Company Secretaries as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years commencing from financial year 2026-27, to conduct the secretarial audit of the Company, subject to approval of the shareholders.

24. ANNUAL RETURN:

Pursuant to section 134(3)(a) and section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the draft Annual Return for the financial year ended 31 March 2026 in Form No. MGT-7, is available on the Company’s website at https://www.cleanmax.com/financial-information#periodic-financials.

25. CORPORATE SOCIAL RESPONSIBILITY (‘CSR''):

In accordance with the provisions of section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has undertaken various CSR initiatives during the year under review. The Company remains committed to contribute to the social and economic development of the communities in which it operates, with a focus on sustainability, inclusiveness, and impact.

The Company’s vision for CSR is to generate a sustainable business model that balances the needs of all stakeholders with our commitment to improve access to healthcare and create long term sustainable impact on target beneficiaries / communities. CSR will remain a fundamental part of our Company’s practices, broad objective and overall culture.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014. The CSR policy is available on the Company’s website at https://cdn.prod.website-files.com/68652f8312 ae2e761e326f69/68a04973afb448377ce7a59e CSR%20Policy.pdf.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy

• CleanMax is engaged in the

development, ownership, and operation of renewable energy assets, including

solar, wind, wind-solar hybrid, and energy storage projects, thereby contributing to the generation of clean and sustainable energy.

• The Company continuously strives to improve energy efficiency and operational performance across its renewable energy portfolio through the adoption of advanced monitoring systems, preventive maintenance programs, and asset performance optimization initiatives.

• CleanMax utilizes Supervisory Control and Data Acquisition (‘SCADA’) monitoring and control systems to track plant performance in real time, enabling timely identification of performance deviations, reduction of technical losses, and improvement of overall plant availability.

• Regular performance assessments of critical equipment, including modules, inverters, transformers, switchgear, and wind turbine generators, are undertaken to ensure efficient operation and minimize energy losses.

• Water-efficient module cleaning practices through semi-robotic dry cleaning, where feasible, are implemented at solar facilities to reduce freshwater consumption while maintaining optimal energy generation performance.

• During project development and design, CleanMax prioritizes the selection

of high-efficiency technologies and equipment to maximize energy yield and lifecycle performance of renewable energy assets.

• Through the generation and supply of renewable electricity, the Company contributes towards the reduction of greenhouse gas emissions and supports India’s transition towards a low-carbon energy system.

• The Company’s renewable energy portfolio contributes directly towards the achievement of the United Nations Sustainable Development Goal (‘SDG’)

7 - Affordable and Clean Energy, by increasing the availability of clean energy and supporting decarbonization efforts across industrial and commercial sectors.

(ii) the steps taken by the Company for utilising

alternate sources of energy;

• CleanMax’s core business model is already focused on the development and operation of renewable energy projects utilizing solar, wind, and hybrid technologies.

• The Company continues to expand its renewable energy portfolio through investments in solar photovoltaic projects, wind energy projects, wind-solar hybrid installations, and emerging energy storage solutions.

• CleanMax also supports corporate and industrial customers in transitioning from conventional energy sources

to renewable power through longterm power purchase arrangements and captive/open-access renewable energy solutions.

(iii) the capital investment on energy conservation equipments;

• The Company continues to invest in advanced technologies and equipment aimed at improving operational efficiency and energy generation performance across its renewable energy assets.

• Capital investments during the year under review included expenditures on high-efficiency solar modules, advanced inverter technologies, digital monitoring infrastructure, SCADA systems, predictive maintenance tools, and other asset optimization initiatives.

• CleanMax is also evaluating and investing in energy storage technologies, including Battery Energy Storage Systems (‘BESS’), to enhance grid stability, improve renewable energy integration, and support future energy management requirements.

• Such investments are expected to strengthen asset reliability, improve generation efficiency, and support the long-term sustainability objectives of the Company.

(B) Technology absorption

(i) the efforts made towards technology absorption - Same as point (A)

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution - Same as point (A)

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported; - Nil

(b) the year of import; - Nil

(c) whether the technology been fully absorbed; - Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and - Nil

(iv) the expenditure incurred on Research and Development. - Nil

(C) Foreign exchange earnings and Outgo:

The foreign exchange earnings and outgo are as follows:

(INR in Millions)
Particulars	Year Ended	Year Ended
	31 March 2026	31 March 2025
Foreign exchange earnings	244.69	248.42
Foreign exchange outgo	548.89	452.01

27. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. Due to business exigencies, the Board has also been approving several proposals by circulation from time to time.

The details of the meetings held during the year under review are set out in the Report on Corporate Governance, which forms part of this Annual Report.

Details of the various Committees constituted by the Board, including the Committees mandated pursuant to the applicable provisions of the Act, and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

28. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31 March 2026, your Company’s Board consisted of eight members comprising of one Managing Director, three Non - Executive Directors, and four Non - Executive Independent Directors, including one Woman Director. The details of Board and Committee composition, number of meetings held, and other details are

available in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the following changes took place in the composition of the Board of the Company:

i) Mr. Sumit Banerjee, (DIN: 00213826), a Non-Executive Independent Director of the Company, tendered his resignation, from the directorship of the Company with effect from the close of business hours of 09 July 2025;

ii) Mr. Santosh Janakiram Iyer, (DIN: 06801226), was appointed as an Additional Director (Non-Executive Independent) on the Board o the Company with effect from 09 July 2025, pursuant to the provisions of Section 161 of the Act, and was thereafter appointed for a term of five (5) consecutive years on 14 July 2025 by the shareholders of the Company;

iii) Ms. Shilpa Divekar Nirula, (DIN: 06619353), was appointed as an Additional Director (Non-Executive Independent) on the Board o the Company with effect from 09 July 2025, pursuant to the provisions of Section 161 of the Act, and was thereafter appointed for a term of five (5) consecutive years on 14 July 2025 by the shareholders of the Company;

iv) Ms. Deepali Bahl, (DIN: 02013164), a Nominee Director of the Company, tendered her resignation, from the directorship of the Company with effect from the close of business hours of 14 August 2025;

v) Mr. Darius Rustom Lilaoonwala, (DIN: 09286527), a Nominee Director of the Company, tendered his resignation, from the directorship of the Company with effect from the close of business hours of 14 August 2025;

vi) Mr. Krishna Subramanian Iyer, (DIN: 07570934), a Non-Executive Director of the Company, tendered his resignation, from the directorship of the Company with effect from the close of business hours of 14 August 2025;

vii) Mr. Sridhar Rengan, (DIN: 03139082), a NonExecutive Director of the Company, tendered his resignation, from the directorship of

the Company with effect from the close of business hours of 14 August 2025;

viii) Ms. Pooja Aggarwal, (DIN: 07515355), a NonExecutive Director of the Company, tendered her resignation, from the directorship of the Company with effect from the close of business hours of 14 August 2025;

ix) Ms. Tanya Mehta, (DIN: 10335628), a NonExecutive Director of the Company, tendered her resignation, from the directorship of the Company with effect from the close of business hours of 14 August 2025;

x) Mr. Arijit Basu, (DIN: 06907779), was appointed as an Additional Director (NonExecutive Independent) on the Board of the Company with effect from 14 August 2025, pursuant to the provisions of Section 161 of the Act, and was thereafter appointed for a term of three (3) consecutive years

on 14 August 2025 by the shareholders of the Company;

xi) Mr. Ajay Kaul, (DIN: 00062135), was appointed as an Additional Director (NonExecutive Independent) on the Board of the Company with effect from 14 August 2025, pursuant to the provisions of Section 161 of the Act, and was thereafter appointed for a term of three (3) consecutive years

on 14 August 2025 by the shareholders of the Company;

xii) Mr. Arijit Basu (DIN: 06907779), Independent Director of the Company, tendered his resignation from the Board with effect from the close of business hours on 17 March 2026. The resignation was necessitated

by a potential conflict of interest arising from his appointment as Chairman of the Board of IndusInd Bank with effect from 31 January 2026. As CleanMax is a borrower of IndusInd Bank, and in accordance with the guidelines and instructions issued by the Reserve Bank of India (RBI), a Director of a bank cannot simultaneously hold directorship in a company that has availed borrowings from the same bank. Accordingly, Mr. Basu stepped down from the Board of the Company;

xiii) Mr. Dinesh Khara, (DIN: 06737041), was appointed as an Additional Director (NonExecutive Independent) on the Board of the Company with effect from 17 March 2026, pursuant to the provisions of Section 161 of the Act, and was thereafter appointed for a term of 3 years by the shareholders on 17 May 2026.

As on 31 March 2026, the Key Managerial

Personnel of the Company, in accordance with the

provisions of Section 2(51) and Section 203 of the

Act, include:

• Mr. Kuldeep Jain, Managing Director;

• Mr. Nikunj Ghodawat, Chief Financial Officer; and

• Mr. Ullash Parida, Company Secretary and Compliance Officer.

29. BOARD EVALUATION:

The annual evaluation of the Board of Directors, Chairperson, Individual Directors and Committees was conducted in accordance with the provisions of the Act, the SEBI Listing Regulations and the Policy of the Company. The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of the Independent Directors (“IDs”), performance of NonIndependent Directors (“NEDs”), the Board as a whole and the Chairperson of the Company was evaluated, taking into account the views of the Executive Director and NEDs.

The Board and NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings; like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings; etc. and the Board as a whole.

In the Board meeting that followed the meeting of the IDs and meeting of the NRC, the performance of the Board, its committees, Individual Directors and Chairperson was discussed.

The evaluation process endorsed the Board’s confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

30. POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND OTHER DETAILS:

Assessment and appointment of members to the Board is based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualifications required for the position.

The Board of Directors has adopted and implemented the following policies and procedures pertaining to the appointment,

remuneration and governance of Directors and Key Managerial Personnel (KMPs).

These policies are available at the Company’s website at : https://www.cleanmax.com/policies-disclosures

i) Policy on Familiarisation Programmes for Independent Directors (as per Regulation 25(7) of SEBI Listing Regulations and Schedule IV of the Act).

ii) Performance Evaluation Policy of the Board of Directors of the Company (as per section 178(2) of the Act and Regulation 17(10) of SEBI Listing Regulations).

iii) Code of Conduct for Directors and the Senior Management Team (as per Regulation 17(5) of SEBI Listing Regulations and Schedule IV of the Act).

iv) Nomination and Remuneration Policy (as per section 178(3) of the Act and Part D of Schedule II of SEBI Listing Regulations).

31. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (‘BRSR’):

As per Regulation 3(2) of the SEBI Listing Regulations, every recognized stock exchange is required to prepare a list of entities on 31 December every year, which have listed specified securities, ranking them based on their average market capitalization from 01 July to 31 December of that calendar year.

The equity shares of the Company listed on the main Board of the BSE Limited and the National Stock Exchange of India Limited on 02 March 2026, the BRSR is not applicable for the year under review.

32. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis, as required in terms of the SEBI Listing Regulations, is annexed to this Report.

33. CORPORATE GOVERNANCE:

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed in this report.

34. BOARD DIVERSITY POLICY:

Pursuant to Regulation 19(4) and Part D of Schedule II of the SEBI Listing Regulations, the Company has established the Board Diversity Policy to ensure that the Board has an optimum combination of executive and non-executive Directors , and that the Board has a diverse composition in terms of skills, experience, gender, age, cultural and educational background, and professional expertise.

The Board has adopted Board Diversity Policy, which is also available at the company’s website at: https://www.cleanmax.com/policies-disclosures.

35. SUCCESSION PLANNING POLICY:

Pursuant to Regulation 17(4) of the SEBI Listing Regulation, the Company has established the Succession Planning Policy for appointment to the Board and senior management.

The Board has adopted Succession Planning Policy, which is also available at the company’s website at: https://www.cleanmax.com/policies-disclosures.

36. POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY:

Pursuant to provisions of Regulation 9 of the SEBI listing Regulation, the Company has adopted the Policy for Preservation of documents and Archival Policy to aid the employees in handling the documents efficiently either in physical form or in electronic form. It covers various aspects on preservation of the documents, archival of the same and safe disposal/ destruction of the documents.

The Board has adopted revised Preservation of documents and Archival Policy, which is also available at the company’s website at: https:// www.cleanmax.com/policies-disclosures.

37. WHISTLEBLOWER POLICY AND VIGIL MECHANISM:

The Company has established a Vigil Mechanism and adopted Vigil Mechanism Policy that enables the directors and group employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Board of the Company or any authorized person in appropriate or exceptional

cases. The Vigil Mechanism Policy is uploaded at the Company’s website at : https://www.cleanmax. com/policies-disclosures.

38. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED

DURING THE YEAR:

The details of appointment of Independent Directors are disclosed in the Corporate Governance Report forming part of this Annual Report.

The Company has received a declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified in the Act and the SEBI Listing Regulations and are independent of the Management. Further, all Independent Directors on the Board of the Company possess qualities such as integrity, expertise and experience (including proficiency) as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Further, the Independent Directors have in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’).

39. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Report as ‘Annexure V’

Further, a statement containing details of top ten employees in terms of the remuneration drawn and other specified employees as required under the

provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, and the said statement is also available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial^ cleanmax.com.

40. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Your Company is engaged in provisions of infrastructural facilities, therefore, exempted from compliance of applicable provisions of section 186 of the Act, except section 186(1) and is in compliance with the said sub-section.

The details of the loans, guarantees and investments are provided as a part of the Notes to the financial statements.

41. RELATED PARTY TRANSACTIONS:

All the related party transactions entered, during the financial year, were at arm’s length and were in the ordinary course of business. Further, all related party transactions are governed by a comprehensive Arm’s Length Pricing framework (‘ALP Framework’) developed by an independent expert which is an eminent Big 4 firm. The ALP Framework covers every transaction category with independent third-party benchmarking.

A detailed report on arrangements made during the financial year 2025-26, being arm’s length transactions have been reported and annexed hereto in Form AOC-2 as Annexure III forms part of this Report.

Further, the disclosures as required in para-A of Schedule V of SEBI Listing Regulations, as amended have been disclosed in the financial statement, which forms part of this Report.

42. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of section 134(5) of the Act, and rules made thereunder, the directors to the best of their knowledge and ability confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the accounting policies selected have been applied consistently and judgements and estimates made that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the Company has laid down internal financial controls and that such internal financial controls are adequate and were operating effectively; and

f) your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

43. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

During the year under review, no instances of fraud were reported by the Auditors to the Board under sub-section (12) of section 143 of the Act. Consequently, there is no matter to be reported under section 134(3)(ca) of the Act.

44. REPORTING TO RESERVE BANK OF INDIA (‘RBI''):

Downstream investment reporting:

The Company has complied with all applicable provisions of the Foreign Exchange Management Act (‘FEMA’), 1999. During the year under review, the Company has made investments in its subsidiaries and duly complied with the requisite filings related to downstream investments with the RBI as mandated under FEMA regulations.

45. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

During the year under review, no application was made, nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

46. DISCLOSURE RELATING TO DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, no such onetime settlement was done in respect of any loan taken by the Company from Banks /

Financial Institutions.

47. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards on Board Meetings (‘SS-1’) and General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India (‘ICS I’) during the year under review.

48. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to ensuring a safe, inclusive, and supportive work environment for all its employees. During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961, including the amendments thereto.

Eligible women employees were granted maternity leave and other benefits in accordance with the provisions of the Act. The Company continues to uphold all employee welfare measures as mandated, including paid maternity leave, nursing breaks, and the option of work-from-home (where applicable), to support employees during and after maternity.

49. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place an anti-sexual harassment policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the financial year 2025-26 under the Company’s policy on Prevention of Sexual Harassment at Workplace nor any complaint remains outstanding for redressal as on 31 March 2026.

Disclosures under The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 as on 31 March 2026 are as follows:

No. of Complaints of sexual harassment received in the year:	NIL
No. of complaints disposed off during the year:	Not Applicable
No. of cases pending for more than 90 days:	Not Applicable
Nature of action taken by the employer or district officer:	Not Applicable

Training and awareness programmes were conducted during the year for all the employees, reinforcing organisational expectations, reporting mechanisms and acceptable workplace conduct. The Company remains committed to sustaining a workplace culture rooted in dignity, respect and zero tolerance towards harassment of any form.

50. ACKNOWLEDGEMENTS:

We sincerely thank our clients, vendors, investors, bankers, employees, volunteers, business partners, government bodies, regulatory authorities, depositories, auditors, legal advisors, consultants and all other stakeholders for their continued support and trust throughout the year. We also place on record our deep appreciation for the hard work, dedication, and commitment demonstrated by our employees. Their enthusiasm and unstinting efforts have been instrumental in enabling the Company to maintain its leadership position in the Commercial & Industrial (C&I) sector. Our consistent growth and success are a testament to their solidarity, cooperation, and unwavering support.

---

Mar 31, 2024

The Board of Directors of the Company comprises of
following Directors and KMPs as on 31 March 2024:

Sr. No.	Name of Members	Designation
1.	Mr. Kuldeep Jain	Managing Director
2.	Mr. Pratap Jain	Director
3.	Mr. Sumit Banerjee	Independent Director
4.	Ms. Deepali Bahl	Nominee Director
5.	Mr. Darius Rustom Lilaoonwala	Nominee Director
6.	Mr. Krishna Subramanian Iyer	Director
7.	Mr. Nawal Saini	Director
8.	Mr. Sridhar Rengan	Director
9.	Mr. Sarath Ruthvic Prabhala*	Director
10.	Mr. Murzash Manekshana	Director
11.	Ms. Tanya Mehta	Director
12.	Mr. Nikunj Ghodawat	Chief Financial Officer
13.	Ms. Ratika Ravi Gandhi	Company Secretary
	and Compliance Officer

The following are the changes in the Board position
until 12 August 2024 and were in compliance with the
provisions of the Companies Act, 2013:

i. Ms. Deepa Agar Hingorani (DIN: 00206310), a
nominee of Augment India I Holdings, LLC,
tendered her resignation, vide resignation letter
dated 12 May 2023, from the directorship of the
Company with effect from the close of business
hours of 25 May 2023. she was nominated by
Augment India I holdings LLC pursuant to the
amended and restated shareholder''s agreement
dated December 10, 2021 executed by and
amongst Augment India I holdings LLC, DSDG
Holdings APS, UK Climate Investments Apollo
Limited, the Company, Mr. Kuldeep Jain, Ms. Nidhi
Jain and KEMPINC LLP and had tendered her

resignation to the Board with effect to the first
closing Board Meeting dated April 22, 2023 and
amended by the amendment agreement dated
May 04, 2023, executed by and amongst the
Company, Mr. Kuldeep Jain and BGTF One
Holdings (DIFC) Limited;

ii. Mr. Krishna Subramanian Iyer, (DIN: 07570934),
appointed as a non-executive additional director in
the Board meeting held on 25 May 2023 and
appointed as a Director in the extra-ordinary
general meeting held on the same day i.e. 25 May
2023 as a non-executive director;

iii. Mr. Nawal Saini, (DIN: 08259154), appointed as a
non-executive additional director in the Board
meeting held on 25 May 2023 and appointed as a
Director in the extra-ordinary general meeting
held on the same day i.e. 25 May 2023 as a
non-executive director;

iv. Mr. Sridhar Rengan, (DIN: 03139082), appointed as
a non-executive additional director in the Board
meeting held on 25 May 2023 and regularised in
the extra-ordinary general meeting held on the
same day i.e. 25 May 2023 as a non-executive
director;

v. Mr. Sarath Ruthvic Prabhala, (DIN: 10155750),
appointed as a non-executive additional director in
the Board meeting held on 25 May 2023 and
appointed as a Directorin the extra-ordinary
general meeting held on the same day i.e. 25 May
2023;

vi. Ms. Deepa Agar Hingorani, (DIN: 00206310),
appointed as a non-executive additional director in
the Board meeting held on 25 May 2023 with effect
from the close of business hours of 25 May 2023
and regularised in the extra-ordinary general
meeting held on the same day i.e. 25 May 2023 with
effect from the close of business hours of 25 May

2023. Further, Ms. Deepa Agar Hingorani
pursuant to and as per the terms of the Amended
and Restated Shareholders'' Agreement dated
April 22, 2023, entered into by and amongst the
Company, BGTF One Holdings (DIFC) Limited,
Augment India I Holdings, LLC, DSDG Holding
APS (“IFU”), UK Climate Investments Apollo
Limited, KEMPINC, LLP, Mr. Kuldeep Jain and
Mrs. Nidhi Jain, the Company was required to
appoint directors nominated by IFU as
non-executive directors on the Board of the
Company.

vii. Ms. Deepa Agar Hingorani (DIN: 00206310)
tendered her resignation, vide resignation letter
dated 17 October 2023, from the directorship of
the Company with effect from the close of
business hours of 26 October 2023;

viii. Mr. Christoph Maria Wolf (DIN: 06758229), an
Independent Director, tendered his resignation,
vide resignation letter dated 19 October 2023,
from the directorship of the Company with effect
from the close of business hours of 26 October
2023;

ix. Mr. Somak Biman Ghosh (DIN: 01092116), an
Independent Director, tendered his resignation,
vide resignation letter dated 19 October 2023,
from the directorship of the Company with effect
from the close of business hours of 26 October
2023;

x. Mr. Viktor Yuryevich Kats (DIN: 09274441), a
nominee of Augment India I Holdings LLC, has
tendered his resignation, vide resignation letter
dated 25 October 2023, from the directorship of
the Company with effect from the close of
business hours of 26 October 2023;

xi. Mr. Murzash Manekshana, (DIN: 00207311),
appointed as a non-executive additional director in
the Board meeting held on 26 October 2023 and
appointed as a Directorin the extra-ordinary
general meeting held on the same day i.e. 26
October 2023;

xii. Ms. Tanya Mehta, (DIN: 10335628), appointed as a
non-executive additional director in the Board
meeting held on 26 October 2023 and appointed
as a Directorin the extra-ordinary general meeting
held on the same day i.e. 26 October 2023;

xiii. Mr. Richard Abel (DIN: 08044310), a nominee of UK
Climate Investments Apollo Limited (UKCI),
tendered his resignation, vide resignation letter
dated 26 October 2023, from the directorship of
the Company with effect from the close of
business hours of 26 October 2023;

xiv. *Mr. Sarath Ruthvic Prabhala, (DIN: 10155750), an
non-executive director, tendered his resignation,
vide resignation letter dated 24 May 2024, from the
directorship of the Company with effect from the
close of business hours of 27 May 2024; and

xv. Ms. Pooja Aggarwal (DIN: 07515355), appointed as a
non-executive additional director in the Board
meeting held on 27 May 2024 and regularised in
the extra-ordinary general meeting held on the
same day i.e. 30 May, 2024.

Board Evaluation:

Since the Company is a private limited Company, the
disclosure on annual evaluation of the performance is
not applicable.

Number of Meetings of the Board of
Directors:

The Board of Directors duly met 11 (Eleven) times
during the year on 05 May 2023, 25 May 2023, 29 May
2023, 04 August 2023, 14 September 2023, 19 October
2023, 25 October 2023, 26 October 2023, 09 November
2023, 12 December 2023 and 13 February 2024
respectively.

The details of attendance of the Directors in meetings
held during the year are as follows:

Name of the Director Meetings entitled to ettend		Meetings attended
Mr. Kuldeep Jain	11	11
Mr. Pratap Jain	11	9
Mr. Somak Bimal Ghosh1	8	8
Mr. Sumit Banerjee	11	11
Mr. Christoph Maria Wolff1	8	6
Mr. Richard Abel1	8	8
Mr. Darius Rustom Lilaoonwala	11	11
Mr. Viktor Yuryevich Kats1	8	8
Ms. Deepali Bahl	11	11
Ms. Deepa Agar Hingorani1	8	5
Mr. Nawal Saini#	9	5
Mr. Sridhar Rengan#	9	5
Mr. Krishna Subramanian Iyer#	9	9
Mr. Sarath Ruthvic Prabhala1#	9	5
Ms. Tanya Mehta#	3	3
Mr. Murzash Manekshana#	3	2

Independent Directors Meeting:

Meeting(s):

During the financial year 2023-24 the Board consisted
of one Independent Director i.e. Mr. Sumit Banerjee
(DIN No. 00213826), hence the requirement of holding
the Independent Directors meetings was not be
applicable.

The Independent Director of the Company was also
enlightened of his roles, functions and duties keeping
in mind the provisions of the Companies Act, 2013.

Declaration by Independent Director:

The Independent Director has submitted declaration of
independence, as required under section 149(7) of the Act,
stating that he meets the criteria of independence as
provided in section 149(6) of the Act.

The Board took on record the declaration and
confirmation submitted by the Independent Director. The
declaration is placed on the website of the Company
https://www.cleanmax.com/pdf

sumit_banerjee_Independent_director_disclosre_signed_

apr24.pdf

Project Monitoring & Finance Committee
(PMFC):

The Finance Committee was dissolved on 25 May 2023
and during the financial year 2023-24, one (!) meeting
was held on 19 May 2023.

Further, during the year under review, the Board of
Directors at its meeting held on 25 May 2023
constituted PMFC. The functions of the PMFC include
availing financial facilities, borrowing and / or lending
and / or give guarantee and /or provide security availed
in respect of loans of the Company or of its wholly
owned subsidiaries, subsidiaries, step down
subsidiaries, Joint venture, associates entities
including LLP''s. To approve investments of the
Company''s funds in subsidiaries / associates / SPVs
within the approved limits. Any other powers as may
be deemed fit and approved by the Board from time to

time within the applicable provisions under the
Companies Act, 2013 and rules made thereunder read
along with the Articles of Association of the Company.

The composition of PMFC as on 31 March 2024 is as
follows:

Sr. Name of No. Members	Designation
1. Mr. Kuldeep Jain	Managing Director
2. Mr. Krishna Subramanian Iyer	Director
3. Ms. Deepali Bahl	Nominee Director
4. Mr. Murzash Manekshana	Director
5. Mr. Nikunj Ghodawat Chief Financial Officer

The Committee members duly met 10 (Ten) times
during the year on 23 June 2023, 31 July 2023, 08
September 2023, 27 September 2023, 05 October 2023,
09 November 2023, 14 December 2023, 19 January
2024, 13 February 2024, 22 March 2024.

The details of attendance of the Members in meetings
held during the year is as follows:

Name of Members	Meetings entitled to attend	Meetings
		attended
Mr. Kuldeep Jain	10	9
Mr. Krishna Subramanian Iyer	10	10
Ms. Deepali Bahl	10	10
Mr. Murzash Manekshana	5	4
Mr. Nikunj Ghodawat	10	10

Nomination and Remuneration Committee
(’NRC’):

The functions of the NRC includes recommending
appointments of Directors and KMPs / SMPs to the
Board which includes identifying persons who are
qualified to become Directors and who may be
appointed as key managerial personnel or any other
employees on such higher position as deemed in
accordance with the criteria laid down and
recommending to the Board their appointment and
removal, formulate criteria for the evaluation of the
performance of Directors on the Board of Directors.
Further the committee shall perform any such acts as
deemed fit approved by the Board time to time within
the applicable provisions under the Companies Act,
2013 and rules made thereunder read along with the
Articles of Association of the Company.

The composition of NRC :

Sr. No.	Name of Members	Designation
1.	Mr. Kuldeep Jain	Managing Director
2.	Mr. Sumit Banerjee	Independent Director
3.	Mr. Krishna Subramanian Iyer1 Director
4.	Mr. Murzash Manekshana	Director
5.	Mr. Darius Rustom Lilaoonwala Nominee Director
6.	Mr. Nawal Saini#	Director

* Mr. Krishna Subramanian Iyer (DIN: 07570934), non -
executive director has stepped down from the
committee w.e.f. 27 May 2024.

# Mr. Nawal Saini (DIN: 08259154), non -executive
director has been appointed as committee member
w.e.f. 27 May 2024.

The Committee members duly met 3 (Three) times
during the year on 25 May 2023, 04 August 2023 and
26 October 2023.

The details of attendance of the Members in
meetings held during the year is as follows:

Name of Members	Meetings entitled to	Meetings
	attend	attended
Mr. Kuldeep Jain	3	3
Mr. Sumit Banerjee	3	3
Mr. Somak Biman Ghosh	1	1
Mr. Richard Abel	1	1
Mr. Viktor Yuryevich Kats	1	1
Mr. Krishna Subramanian Iye	r 2	2
Mr. Darius Rustom Lilaoonwala 3		3

Note: Mr. Richard Abel (DIN: 08044310), a nominee of
UK Climate Investments Apollo Limited (UKCI),
tendered his resignation, vide resignation letter dated
26 October 2023, from the directorship of the
Company with effect from the close of business hours
of 26 October 2023;

Mr. Viktor Yuryevich Kats (DIN: 09274441), a nominee
of Augment India I Holdings LLC, has tendered his

resignation, vide resignation letter dated 25 October
2023, from the directorship of the Company with
effect from the close of business hours of 26 October
2023;

Mr. Somak Biman Ghosh (DIN: 01092116), an
Independent Director, tendered his resignation, vide
resignation letter dated 19 October 2023, from the
directorship of the Company with effect from the
close of business hours of 26 October 2023;

Management Investment Committee (‘MIC’):

The MIC is a committee of the Senior Management of
the Company. The function of the MIC is to provide to
the Board and Investors the details of the projects
approved by it on a monthly basis (and otherwise, as
and when sought by any of the Investors and/ or the
Projects Monitoring and Finance Committee) as well
as any information with regard to the activities of the
Company and the operations and decisions
undertaken by the MIC which may be reasonably
requested in form of monthly management
information system (MIS) reports including suitable
operational reports.

Further the committee shall perform any such acts as
may be deemed fit and approved by the Board from
time to time within the applicable provisions under the
Companies Act, 2013 and rules made thereunder read
along with the articles of association of the Company.

The Composition of the Management Investment
Committee:

Sr. Name of No. Members	Designation
1. Mr. Kuldeep Jain	Managing Director
2. Mr. Nikunj Ghodawat	Chief Financial Officer
3. Mr. Tejus AV	Chief Commercial Officer
4. Mr. Pramod Deore Chief Operating Officer (Rooftop)
5. Col. Narendra Verma2	Chief Operating Officer (Utility scale)
6. Mr. Amit Jain	Chief Procurement Officer

Sustainability Committee:

During the year under review, the Board of Directors at
its meeting held on 25 May 2023 constituted
Sustainability Committee. The Committee was
constituted to lead the implementation of the GHG
Targets and ESG integration. The Committee is not
Sub-committee of Board. Further the Committee shall
perform any such acts as deemed fit approved by the
Board time to time within the applicable provisions
under the Companies Act, 2013 and rules made there
under read along with the articles of association of the
Company.

The Composition of the Sustainability Committee:

Sr. Name of No. Members		Designation
1.	Ms. Dina DelPino	HSSE Expert
2.	Mr. Nikhil Garg	Committee Member
3.	Mr. Shanmugakumar Gomathinayagam	Committee Member
4.	Mr. Pramod Deore	Chief Operating Officer (Rooftop)
5.	Col. Narendra Verma2	Chief Operating Officer (Utility Scale)
6.	Mr. Amit Jain#	Chief Procurement Officer

*Col. Narendra Verma resigned from the Company
and hence the Committee has been reconstituted
on 24 May 2024.

#Mr. Amit Jain was inducted into the committee as a
member w.e.f. 24 May 2024.

Policy on Directors’ Appointment,
Remuneration and other details:

The Company''s policy on directors'' appointment and
remuneration and other matters provided in section
178(3) of the Act has been disclosed in Annexure III.

Vigil Mechanism (Whistle Blower Policy):

The Company has established a Vigil Mechanism and
adopted Vigil Mechanism Policy that enables the
directors and group employees to bring to the
attention of the management any issue which is
perceived to be in violation of or in conflict with the
fundamental business principles of the Company. The
Vigil Mechanism provides for (a) adequate safeguards
against victimization of persons who use the Vigil
Mechanism; and (b) direct access to the Board of
Directors of the Company or any authorized person in
appropriate or exceptional cases. The Vigil
Mechanism Policy is uploaded on the webpage of the
Company:

https://www.cleanmax.com/corporate-governance-policies.php

Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive
Information (Fair Disclosure Policy):

During the year under review, pursuant to Regulation
8(1) of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015) read
with Regulation 51(1) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, the
Company has established the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information to ensure timely, fair and
adequate disclosure of Unpublished Price Sensitive
Information ("UPSI"). The Fair Disclosure Policy is
uploaded on the webpage of the Company:
https://www.cleanmax.com/corporate-governance-poli
cies.php

Policy for preservation of documents and
Archival Policy:

Pursuant to provisions of Regulation 9 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, the Company has adopted the Policy for
Preservation of documents and Archival Policy to aid
the employees in handling the documents efficiently
either in physical form or in electronic form. It covers
various aspects on preservation of the documents,
archival of the same and safe disposal/ destruction of
the documents. The Policy on Preservation and
Archival of Documents is uploaded on the webpage of
the Company.

https://www.cleanmax.com/corporate-governance-poli

cies.php

Disclosure under Sexual Harassment of
Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and
Internal Complaints Committee:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary,
trainees) are covered under this policy. There were no
cases reported during the financial year 2023-24 under
the company''s policy on Prevention of Sexual
Harassment at Workplace nor any complaint remains
outstanding for redressal as on 31 March 2024.

Disclosure under The Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 as on 31 March 2024 are as follows:

- No. of complaints of sexual harassment received in
the year: Nil

- No. of complaints disposed off during the year:
Not Applicable

- No. of cases pending for more than 90 days:
Not Applicable

- No. of workshop or awareness program against
sexual harassment carried out- 6 (Six)

- Nature of action taken by the employer or district
officer- Not Applicable

The Company has constituted Internal Complaints
Committee (ICC) for each branch/office where there
are 10 or more than 10 employees.

Statement regarding opinion of the Board
with regard to integrity, expertise and
experience (including the proficiency) of the
Independent Directors appointed during
the year:

During the year under review, no Independent
Directors were appointed.

Further, existing independent director possess the
qualities such as integrity, expertise and experience
(including the proficiency) and is independent of the
management of the Company.

Particulars of Loans, Guarantees or
Investments under section 186:

Your Company is engaged in provisions of
infrastructural facilities, therefore, exempted from
compliance of applicable provisions of section 186 (2)
of the Companies Act, 2013 and rules thereunder.

Related Party Transaction:

All the related party transactions entered into, during
the financial year, were at arm''s length and were in the
ordinary course of business. A detailed report on
arrangements made during the financial year 2023-24,
being arm''s length transactions have been reported
and annexed hereto in Form AOC-2 as Annexure IV
forms part of this Report.

Further, the disclosures as required under in para A of
Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended have
been disclosed under the financial statement which
forms part of this Annual Report.

Employees Stock Option Scheme:

Details of the shares issued under Employee Stock
Option Scheme (ESOS) and the disclosures in
compliance with section 62 of the Companies Act, 2013
read with Rule 12 of Companies (Share Capital and
Debentures) Rules, 2014 are set out in the Annexure V
to this report.

Directors’ Responsibility Statement:

Pursuant to provisions of section 134(5) of the
Companies Act, 2013 and rules made thereunder, the
directors to the best of their knowledge and ability
confirm that:

a in the preparation of annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

b the accounting policies selected have been applied
consistently and judgements and estimates made
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the
Company for that period

c proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities.

d the annual accounts have been prepared on a going
concern basis;

e the Company has laid down internal financial
controls and that such internal financial controls are
adequate and were operating effectively; and

f your Company has devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

Details in respect of frauds reported by
auditors Under sub-section (12) of section 143
other than those which are reportable to the
Central Government:

During the year under review, there were no frauds
reported by the Auditors of the Company to the Board
under sub-section 12 of section 143 of Companies Act,
2013. Hence, there is nothing to report under section
134(3) (ca) of the Companies Act, 2013.

Reporting to Reserve Bank of India:

Downstream investment reporting:

The Company has complied with the FEMA
regulations. Further, the Company has made
investment in its subsidiaries and have complied with
filings of downstream investment with Reserve Bank
of India.

Disclosure in respect of status of application
or proceeding pending under the insolvency
and bankruptcy code:

During the year under review, no application was
made or any proceedings were pending under the
Insolvency and Bankruptcy Code, 2016.

Disclosure relating to difference between
amount of the valuation done at the time of
one-time settlement and valuation done
while taking loan from bank or financial
institutions along with the reasons thereof:

During the year under review, no such one-time
settlement was done in respect of any loan taken by
the Company from Banks / Financial Institutions.

Compliance of applicable Secretarial
Standards:

The Company has complied with Secretarial Standards
on Board Meetings and General Meetings issued by
the Institute of Company Secretaries of India (ICSI), as
applicable to the Company.

Acknowledgements:

We thank our clients, vendors, investors, bankers, employees, volunteers, business partners, government and
regulatory authorities for their continued support during the year. We place on record our appreciation for the
contribution made by our employees for their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled your Company to remain an industry leader in C&I sector. Our
consistent growth was made possible by their hard work, solidarity, co-operation and support.

On behalf of the Board of Director of

Clean Max Enviro Energy Solutions Private Limited

Kuldeep Jain Pratap Jain

Managing Director Director

DIN: 02683041 DIN: 00101829

Address: 13/A, Peregrine Apt 400, Veer Savarkar Marg, Address: 13/A, Peregrine Apt 400, Veer Savarkar Marg,

Siddhi Vinayak Temple, Prabhadevi, Mumbai 400025, Siddhi Vinayak Temple, Prabhadevi, Mumbai 400025,

Maharashtra, India Maharashtra, India

Date: 12 August 2024.

Place: Mumbai

1

Please refer point “Board and Key managerial
personal details” for resignation dates.

#Please refer point “Board and Key managerial
personal details” for appointment dates.

2

Col. Narendra Verma resigned from the Company
and hence the Committee has been reconstituted on
24 May 2024.