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NOTES TO ACCOUNTS

Clean Max Enviro Energy Solutions Ltd.

You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (₹) 15702.44 Cr. P/BV 3.39 Book Value (₹) 395.70
52 Week High/Low (₹) 1536/727 FV/ML 1/1 P/E(X) 166.81
Bookclosure EPS (₹) 8.03 Div Yield (%) 0.00
Year End :2026-03 

5 (c) Refer note 47(ix) for investment in subsidiaries pledged by the Company against borrowings.

5 (d) Each debenture shall be convertible at the option of the issuer into such number of Equity shares of the issuer at any time as determined based on the Fair Market Value of the equity shares of the issuer on the date of such conversion. In the event the issuer chooses not to exercise the conversion option within a period of 10 years, then the same shall be redeemed at the end of 10 years.

5 (e) Equity investments in subsidiaries and joint venture are strategic and long-term in nature, with recoverability linked to the operational and financial performance of the underlying entities. Impairment is assessed based on the long-term economic viability of each investment, using a discounted cash flow model based on internal projections of future revenues and operating costs applying discount rates of 8%-11%. The Company has also performed sensitivity analysis around the base assumptions and has concluded that there are no reasonably possible changes to key assumptions that would cause the carrying amount of the aforesaid assets to materially exceed their fair values. Accordingly, no impairment has been recognised during the reporting years.Note 6: Loans

6 (a) Loans to related parties constitutes unsecured loan to subsidiaries and a joint venture having rate of interest ranges from 9% to 14% and tenure ranges from 15 to 25 years.

6 (b) For the year ended 31st March, 2026, loans to related parties amounting to 1232.99 Million constitutes unsecured loan to subsidiaries which has no repayments schedule and interest has been charged on the same with effect from 1st January, 2026. For the year ended 31st March, 2025, loans to related parties constitutes unsecured loan to subsidiaries which has no repayments schedule and no interest has been charged on the same. These loans are given for business purpose.

6 (c) Balance is inclusive of accrued interest amounting to Rs 1,182.91 Million (31st March 2025: 1790.21 Million) on account of effective interest rate adjustments as per Ind AS 109.

6 (d) During the year, with a view to refining the presentation of “Loans”, the Company has reclassed Interest accrued pertaining to loans from “Other financial assets” in Note 7 to “Loans“ in above note. The Company has not reclassified comparative figures of Interest accrued pertaining to loans from “Other financial assets” amounting to 1731.90 Million as these are not considered material.

6 (e) Refer Note 47(iv) for the details of loans pledged against debentures.

6 (f) Loans to related parties are strategic and long-term in nature, with settlement dependent on the entity’s ability to generate sustainable cash flows. Accordingly, impairment is assessed under Ind AS, with recoverability evaluated based on the longterm economic viability of the respective entities. Based on such assessment, no impairment has been recognised during the year.

6 (g) Loans to employees carries interest rate of 5% with no stipulated repayment schedule agreed between the parties.

7 (a) Includes Debt Service Reserve Account (DSRA) deposits against non current borrowings which are expected to roll over after maturity till tenure of respective borrowings and margin money.

7 (b)Interest accrued includes interest on fixed deposits amounting to 161.38 Million (31st March, 2025: 28.20 Million).

7 (c) Allowance created against subsidy receivable has been adjusted against trade payables and hence not charged in the Standalone Statement of Profit and Loss.

7 (d)This pertains to amount receivable on account of reimbursements of LC charges paid on behalf of subsidiaries.

7 (e) Includes 1397.49 Million pertaining to amount recoverable from selling shareholders towards the IPO expenses for the year ended 31st March, 2026.

7 (f) During the year, the Company has reclassed Interest accrued pertaining to Balance with bank held as margin money from “Other financial assets (non-current)” in to “Other financial assets (current)”. The Company has not reclassified comparative figures of Interest accrued pertaining to Balance with bank held as margin money amounting to 1212.77 Million as these are not considered material.

The Company undertook a pre-IPO private placement of 2,819,548 equity shares of face value 1 1 each at a price of 11,053 per Equity Share (including a premium of 11,052 per Equity Share), aggregating to 12,968.98 Million.

Subsequently, the Company has completed its Initial Public Offer (IPO) of 2,92,50,277 equity shares having face value of 1 1 each at an issue price of 11,053 per share (including a share premium of 11,052 per share). The issue comprised of a fresh issue of 1,14,25,906 equity shares aggregating to 112,029.78 Million and offer for sale of 1,78,24,371 equity shares by the selling shareholders aggregating to 118,769.06 Million. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 02nd March 2026.

13 (a) Details of rights, preferences and restrictions attached to the equity shareholders:

The Company has only one class of equity shares having at par value of 1 1/- per share (31st March, 2025: 110/- per share). Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual assets on winding up. Members of the Company holding equity share therein have a right to vote, on every resolution placed before the Company and right to receive dividend. The voting rights on a poll is in proportion to the share of the paid-up equity capital of the Company held by the shareholders. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding and are subject to the preferential rights of the preference shares.

13 (b) Details of rights, preferences and restrictions attached to the preference shareholders:

The term Series K of Compulsorily Convertible Preference Shares (“CCPS”) shall be for a period of 20 years from the date of their issuance. Each CCPS, having a dividend rate of 0.001% payable at the discretion of the Company, shall be participating preference share denominated in Indian Rupees and shall be fully and compulsorily convertible into Equity Shares in future date anytime during the tenure of CCPS in accordance with terms of issuance. Each holder of CCPS shall be entitled to receive notice of, and to attend, General Meetings of the Parent Company. Except as provided under applicable laws, Series K CCPS shall not carry any voting rights.

As at 31st March, 2026, Kuldeep Jain and KEMPINC LLP (“Pledger”) have pledged in aggregate, 11,597,866 Equity Shares (“Pledged Shares”) held by them in favour of 360 One Prime Limited, in accordance with the terms of the pledge agreement dated July 22, 2025 entered into by the Pledgers with 360 One Prime Limited, in relation to certain borrowings availed by KEMPINC LLP.

As at 31st March, 2025, Kuldeep Jain and KEMPINC LLP have pledged in aggregate, 205,404 Equity Shares against the issue of non-convertible debentures.

13(h) Shares reserved for issuance under options:

Shares reserved for issuance under employee stock option plans are disclosed in note no. 36

13(i) During the period of five years immediately preceding the date as at which the Balance Sheet is prepared:

- No class of shares were allotted as fully paid up pursuant to contract without payment being received in cash except for issuance of bonus shares to the equity shareholders in the ratio of 1:1 pursuant to a resolution passed in extra-ordinary general meeting dated 08th August, 2025. Accordingly, the Company has issued 5,07,20,910 bonus shares during the year ended 31st March, 2026.

No class of shares were bought back by the Company.

13 (j) There are no calls unpaid.

13 (k) There are no forfeited shares.

Nature and purpose of reserves:

(a) Securities premium is used to record the premium on issue of shares. The reserve shall be utilised in accordance with the provisions of section 52 of the Companies Act, 2013.

(b) Share options outstanding: The Company has employee share option schemes under which options to subscribe for the Company’s shares have been granted to the key employees and directors. The share option outstanding account is used to recognise the fair value of equity settled share based payments provided to the key employees and directors.

(c) Retained earnings represent the amount of accumulated earnings of the Company less any transfers to dividends or other distributions to shareholders. Retained earnings represents free reserve available to the Company.

(d) Capital reserve on business combination mainly represents the amount of net assets acquired over and above consideration paid consequent to the business combination.

(e) Debenture redemption reserve is created out of profits of the Company for the purpose of redemption of Debentures issued by the Company. On completion of redemption, the reserve will be transferred to retained earnings.

15(a)(i) Pursuant to the amended and restated debenture trust deed dated 12th January, 2026, the debentures shall not be considered as secured debentures for the purposes of the Companies Act, 2013 and the rules made thereunder, and the SEBI regulations and circulars amended from time to time. The charge has been created by the Company on certain assets, and the debentures are considered as “secured financial debt” for the purpose of the Insolvency and Bankruptcy Code, 2016, in line with the requirements set out in the debenture documents.

15(a)(ii) Refer note 54 for repayment terms of borrowings.

15(a)(iii) During the year, with a view to refining the presentation of “Borrowings - Current”, the Company has reclassed Interest accrued on borrowings from “Other financial liabilities - Current” in Note 19 to “Borrowings - Current" in above note. The Company has not reclassified comparative figures of Interest accrued on borrowings from “Other financial liabilities - Current” amounting to 10.38 Million as these are not considered material.

15(b)(ii) Supplier finance arrangements

The Company has entered into supplier finance arrangements with certain banks and financial institutions (“the finance providers”) to facilitate the early payment of dues on its behalf to the Company’s vendors who may elect to factor their invoice from the Company. The finance providers shall pay the amounts to a participating vendor in respect of invoices owed by the Company and receive settlement from the Company at a later date.

By virtue of commercial agreement with the finance providers, the Company gets additional credit period of 60-180 days to settle the payment with the finance providers which does not significantly extend payment terms beyond the normal terms agreed with other suppliers that are not participating; however, the arrangement does provide participating suppliers with the benefit of early payment.

The Company has derecognised the original trade payables and disclosed the related supplier financial liabilities towards the finance providers separately on the face of the Balance Sheet as “Acceptances against creditors”.

The carrying value of liabilities related to supplier finance arrangement being presented as “Acceptances against creditors” are considered to be reasonable approximation of fair value, largely due to the short-term nature of the arrangement.

There were no significant non-cash changes in the carrying amount of financial liabilities subject to supplier finance arrangements.

The payments to the bank are included within operating cash flows because they continue to be part of the normal operating cycle of the Company and their principal nature remains operating i.e. payments for the purchase of goods and services. The payments to supplier by the bank of 111,972.16 Million are considered noncash transactions.

For additional information about how these arrangements affect the Company’s exposure to liquidity risk, see note 32.4.2.

*The Company has applied transitional relief available under Supplier Finance Arrangements (Amendments to Ind AS 7 and Ind AS 107) and has not provided comparative information in the first year of adoption.

(ii) Other Commitments

In respect of few subsidiaries of the Company, the Company has put option obligations in respect of 26% shareholding held by the other non-controlling interest shareholders of those subsidiaries which are exercisable at the termination of the contract, completion of the power purchase agreement or the breach of performance obligation by the Company, as applicable. These put options are exercisable at fair market value of the underlying shares of such subsidiaries at the time of the exercise of the option by the non-controlling interest shareholder of those respective subsidiaries.

Other matters

(a) Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.

The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its Standalone Financial Statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position. The Company does not expect any reimbursements in respect of the above.”

(b) The Company is involved in certain civil litigations and regulatory proceedings related to land acquisition, environmental approvals, and contractual obligations with vendors and statutory authorities, which have arisen in the normal course of its business. These matters are currently under various stages of legal review and adjudication. Based on internal evaluation, the management is of the view that it is

not possible to reliably estimate the financial impact of these proceedings at this stage. However, the Company does not expect any material adverse effect on its Standalone Financial Statements.

Note 30: Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

(i) The amount due to Micro and Small Enterprises as defined in the “The Micro, Small and Medium Enterprises Development Act, 2006” has been determined to the extent such parties have been identified on the basis of information available with the Company.

(i) Total debt is defined as sum of current & non-current borrowings (including current maturities)

(ii) Capital is defined as Equity share capital and other equity.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March, 2026 and 31st March, 2025.In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the lender to immediately call loans and borrowings. The financial covenant for any interest-bearing loans and borrowings is tested as per the contractual agreements with lenders.

As at March 31, 2026, the Company has outstanding term loan classified as non current borrowings. In accordance with the terms of the agreement, the Company is required to make principle and interest payments on specified due dates subsequent to the reporting date and to comply with certain quantitative and qualitative covenants. The Company has complied with all principle and interest payments and covenants as at March 31, 2026, and based on its current cash flow forecasts, expects to continue to comply with these requirements going forward.

Ý"Investments in subsidiaries and joint ventures which are accounted as per cost are not required to be disclosed as per Ind AS 107 “Financial Instruments Disclosures”. Hence, the same have been excluded from the above table.

The management assessed that the fair value of the cash and cash equivalents, bank balances other than cash and cash equivalents, loans, trade receivables, trade payables, lease liabilities, current borrowings, other financial liabilities and other financial assets carried at amortised cost reasonably approximate their carrying amounts.

The fair value of non-current financial assets, non current borrowings and other non-current financial liabilities is estimated by discounting future cash flows using current rates applicable to instruments with similar terms, currency, credit risk and remaining maturities which reasonably approximate their carrying amounts.

b) Transfer between Level 1, Level 2 and Level 3

There are no transfers between Level 1, Level 2 and Level 3 during the years.

32.4 Financial risk management objectives

The Management of the Company monitors and manages the financial risks relating to the operations of the Company on a continuous basis. These risks include credit risk, liquidity risk and market risk (including currency risk, interest rate risk and other price risk).

32.4.1 Credit risk management

Credit risk refers to the risk that the counter party will default on its contractual obligations resulting in financial loss to the Company. Credit risk arises primarily from financial assets such as trade receivable, bank balances other than cash and cash equivalents, mutual funds and other receivables.

Credit is extended only after due approvals and evaluation in terms of the Credit Policy applicable for such sale. The process of extending credit approval, takes into account various factors such as publicly available financial information, market feedback, and past business patterns etc. Many of the Company’s customers have been transacting since inception and the incidence of bad debts has been very low. Such credit limits extended to trade receivables are monitored by the Management and protective action are initiated to avoid a default. In view of the short nature of its trade receivables, the Company makes provision for credit risk on an individual basis, if any. Individual customer credit limits are imposed based on relevant factors such as market feedback, business potential and past records on selective basis. In addition, the Company uses practical expedient for computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information with a single-factor macroeconomic adjustment. The expected credit loss allowance is based on the ageing of the days (which is invoice date) the receivables are due and the rates as given in the provision matrix.

Further, the Company has given loan to its joint venture for which credit risk has not increased significantly during the year.

All the financial assets other than mentioned above i.e. security deposits, unbilled revenue, amount due from customer under construction contract and other receivables are considered to have low credit risk as the counter parties have strong capacity to meet its cash flow obligations as and when due.

Credit risk arising from other balance with bank is limited and there is no collateral held against these because the counter parties are bank and recognised financial institutions with high credit ratings.

Credit risk arising from mutual fund is limited because the counter parties are recognised fund houses with high credit ratings. Refer note 26(b) for reconciliation and note 44B for ageing of impairment losses on financial assets.

32.4.2 Liquidity risk management

Liquidity risk is the risk that the Company may encounter difficulty in meeting its obligations associated with financial liabilities as they fall due and are settled by delivering cash or another financial asset. The Company’s objective in managing liquidity is to ensure that it maintains sufficient liquidity at all times to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses. Management monitors the Company’s liquidity position through rolling cash flow forecasts prepared on a regular basis. This monitoring includes an assessment of upcoming debt servicing obligations, other contractual commitments, and expected cash inflows from operations and financing activities, along with the availability and accessibility of cash and cash equivalents. The Company has access to diversified sources of funding, including capital and debt markets, through bank borrowings, non-convertible debenture, and other debt and equity instruments. Surplus funds are invested in bank fixed deposits and debt-based mutual funds, ensuring an optimal balance between liquidity, safety, and return. As described in note 15(b), the Company also participates in a supplier finance arrangement with the principal purpose of facilitating efficient payment processing of supplier invoices and providing the willing suppliers early payment terms compared with the related invoice payment due date. The arrangement allows the Company to centralise payments of trade payables to the bank rather than paying each supplier individually. From the Company’s perspective, the arrangement does not significantly extend payment terms beyond the normal terms agreed with other suppliers that are not participating, however certain arrangements extend the payment period beyond terms applicable to non-participating suppliers

As at 31st March, 2026, the Company’s current liabilities exceeded its current assets by 16,231.31 Million. Given the nature of its and based on current overall business which includes projected cash flows from operations, and sanctioned but undrawn credit facilities from lenders and the roll forward and refinance options available to optimize working capital limits, the Board of Directors is of the view that Company has adequate resources to meet its obligations as and when they fall due and does not anticipate any material uncertainty related to going concern.

Maturities of financial liabilities:

The following tables detail the Company’s remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

32.4.3 Market risk management

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company uses forwards to manage foreign currency exchange risk.

A. Foreign currency risk

The functional currency of the Company is Indian Rupees. The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.

The following table details the Company’s sensitivity to a 5% increase and decrease in the Rupee against USD, AED and Euro.

5% is a sensitivity rate used when reporting foreign currency internally to the key management personnel and represents management’s assessment of the reasonably possible changes in the foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in the foreign currency rates. A positive number below indicates an increase in profit or equity where the Rupee strengthens 5% against the relevant currency. For a 5% weakening of the Rupee against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.

B. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s non current debt obligations with floating interest rates.

No information is provided about remaining performance obligations at 31st March, 2026 and 31st March, 2025 that have an original expected duration of one year or less, as allowed by Ind AS 115.

For remaining performance obligations where original expected duration is more than 12 months, the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the year amounts to 1506.03 Million (31st March, 2025: 1347.07 Million). The Company expects to recognise this revenue over the period of PPA on straight line basis.

Note 34: Employee benefits

In accordance with Ind AS - 19 Employee Benefits, specified under Section 133 of the Companies Act, 2013 the following disclosures are made:

34.1The Company has recognised 126.80 Million (31st March, 2025: 119.94 Million) for Provident Fund contributions in the Standalone Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

34.2 Defined benefit plans:

The Company has an unfunded gratuity plan for qualifying employees. The benefit payable is calculated as per provisions of the Code on Social Security, 2020. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting.

Gratuity amount is derived as 15/26 * Last drawn qualifying wages * Number of completed years.

Refer note 34.3 on impact of new Labour codes.

Actuarial gains and losses in respect of defined benefit plans are recognised in the financial statements through other comprehensive income.

Interest risk

A decrease in the bond interest rate will increase the plan liability.

Longevity risk

The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

Gratuity is a lump sum plan and the cost of providing these benefits is typically less sensitive to small changes in demographic assumptions. The key actuarial assumptions to which the benefit obligation results are particularly sensitive to are discount rate and future salary escalation rate. The following tables summarizes the impact on the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in the reported assumption by 100 basis points. These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. There have been no changes from the previous periods in the methods and assumptions used in preparing the sensitivity analysis.

34.3 On 21st November, 2025, the Ministry of Labour and Employment has enacted the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “Labour Codes”). The Labour Codes consolidated various existing labour laws and introduced changes, including a harmonised definition of wages, which impacts the computation of employee benefit obligations such as gratuity. Pursuant to this notification, the gratuity expenses are 151.29 Million which is not material to the overall operations of the Company for the year ended 31st March, 2026. The Company continues to monitor developments relating to the Labour Codes and will assess the impact, if any, on the measurement of employee benefit obligations in future periods.

Note 36: Equity settled share based payments

i) Pursuant to the approval of “CMEEPSL ESOP Scheme 2015” by the shareholders in the Extra-Ordinary General Meeting held on 5th August, 2015 and subsequent ammendment in the scheme in the Annual General Meeting held on 22nd October, 2021, 69,853 and 63,458 (Scheme 1 and Scheme 2 respectively) options were approved by the shareholders respectively. In FY 2023-24, there was further ammendment to the ESOP scheme which was approved by the shareholders in the Extra-Ordinary General Meeting held on 26th October, 2023, thereby introducing ‘New Category A Primary ESOP Pool’ with 63,805 options & ‘New Category B Secondary ESOP Pool’ with 46,404 options (Scheme 3).

Further, the shareholders through the special resolution dated 14th August, 2025 approved (a) amendment of the Clean Max Enviro Energy Solutions Limited Employee Stock Option Scheme 2015 - Amended 2023 for creation of a pool of 22,64,872 Options (“ESOP Pool 2025”), under Clean Max Enviro Energy Solutions Limited Employee Stock Option Scheme 2015 or the modification thereof (Clean Max Enviro Energy Solutions Limited Employee Stock Option Scheme 2015 - Amended 2025) (Scheme 4).

ii) The vesting period of these options range over a period of 1 year to 5 years from the date of grant. The options may be exercised within a period of 15 years from the date of grant.

iii) As on 31st March, 2026, the Company has vested options of 4,46,4601 (31st March, 2025: 6,47,3601).

iv) The fair value of the share options granted during the year is expensed over the vesting period.

(ii) Non cash transactions: Nil

Note 43: Events occurring after reporting date

i. Subsequent to 31st March, 2026, the Company prepaid its 11.50% Listed, Rated, Redeemable, Non-Convertible Debentures and 11.50% Unlisted, Rated, Redeemable, Non-Convertible Debentures, which were originally due on 08th June, 2027. On 2nd April, 2026, the outstanding principal amount aggregating to 15,990 Million was prepaid in full out of the IPO proceeds. The utilisation of IPO proceeds towards repayment / redemption of loans and debentures had already been specified in the offer document filed in connection with the IPO.

Pursuant to Ind AS 10 - Events after the Reporting Period, since the underlying conditions existed as at the reporting date, these debentures have been classified under current borrowings in the Standalone Financial Statements as at 31st March, 2026.

Reason for change more than 25%:

The ratio has increased on account of increase in net profit after tax and corresponding increase in EBIT during the year.

k) Return on Investment = Income from investment divided by the closing balance of the investment

The above ratio is not applicable as the Company has no projects/investments other than the current business operations

Footnote:

The above Non-GAAP measures presented may not be comparable to similarly titled measures reported by other companies. Further, it should be noted that these are not a measure of operating performance or liquidity defined by generally accepted accounting principles and may not be comparable to similarly titled measures presented by other companies.

Note: 46

The Company has undertaken certain business combination/asset acquisition during the reporting years. The details of the same are as below:

For the year ended 31st March, 2026

There are no business combination/asset acquisition during the year period ended 31st March, 2026.

(c) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company

shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note 50

i. The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

ii. The Company has not entered in any scheme of arrangement under section 230 to 237 of Companies Act 2013.

iii. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provisions of Income Tax Act, 1961).

iv. The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the companies (Restriction on number of layer) Rules, 2017.

v. The comapny has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

Note 51

Initial public offer proceeds utilization

The Company has completed its Initial Public Offer (IPO) of 2,92,50,277 equity shares of face value of 1 1 each at an issue price of 11,053 per share (including a share premium of 1,052 per share).The issue comprised of a fresh issue of 1,14,25,906 equity shares aggregating to 112,029.78 Million and offer for sale of 1,78,24,371 equity shares by the selling shareholders aggregating to 118,769.06 Million. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE limited (BSE) on 02nd March, 2026.

Note 52

(i) Pursuant to the agreement dated 07th May, 2025 with Toyota Tsusho India Private Limited, the Company has diluted 49% of its total investments in Clean Max Toyotsu Green Energy Private Limited (formerly known as Clean Max Polar Private Limited). The said transaction is completed on 21st November, 2025. Subsequent and pursuant to the above, the Company has divested its stake in Clean Max Moraine Private Limited and Clean Max Laguna Private Limited to the extent of 74% of its investments to Clean Max Toyotsu Green Energy Private Limited (formerly known as Clean Max Polar Private Limited) and the impact is immaterial for the Standalone Financial Statements.

(ii) The Board of Directors in its meeting held on 04th March, 2025 approved the resolution for sale of investments in certain subsidiaries to Clean Max Osaka Gas Renewable Energy Private Limited (formerly known as Clean Max Yamuna Private Limited). During the year ended 31st March, 2026, the Company entered into various agreements with Clean Max Osaka Gas Renewable Energy Private Limited (formerly known as Clean Max Yamuna Private Limited) for sale of 100% stake in certain entities. Consequently, the Company has accounted for net loss of 179.03 Million on sale of investment in subsidiaries.

Note 53: Going concern

As at 31st March, 2026, the Company’s current liabilities exceeded its current assets by 16,231.31 Million. Given the nature of its and based on current overall business which includes projected cash flows from operations, and sanctioned but undrawn credit facilities from lenders and the roll forward and refinance options available to optimize working capital limits, the Board of Directors is of the view that Company has adequate resources to meet its obligations as and when they fall due and does not anticipate any material uncertainty related to going concern. Accordingly, the audited Standalone Financial Results have been prepared on a going concern basis.

Note 54

The Standalone Financial Statements of the Company for the year ended 31st March, 2025 were audited by a firm of chartered accountants other than B S R & Co. LLP who expressed an unmodified opinion on 27th May, 2025.

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Investors should be cautious on unsolicited emails and SMS advising to buy, sell or hold securities and trade only on the basis of informed decision. Investors are advised to invest after conducting appropriate analysis of respective companies and not to blindly follow unfounded rumours, tips etc. Further, you are also requested to share your knowledge or evidence of systemic wrongdoing, potential frauds or unethical behavior through the anonymous portal facility provided on BSE & NSE website.
Attention Investors :
Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020. || Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge. || Pay 20% upfront margin of the transaction value to trade in cash market segment. || Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 andNSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard. || Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month….. Issued in the interest of Investors.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.