CLEAN MAX ENVIRO ENERGY SOLUTIONS LIMITED
(formerly known as Clean Max Enviro Energy Solutions Private Limited)
Report on the Audit of the Standalone Financial Statements
OPINION
We have audited the standalone financial statements of Clean Max Enviro Energy Solutions Limited (formerly known as Clean Max Enviro Energy Solutions Private Limited) (the “Company”) which comprise the standalone balance sheet as at 31 March 2026, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, and its profit and other
comprehensive loss, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue recognition from projects where revenue is recognised using percentage of completion method
See Note 1.3 (a)(i), 1.3 (aa), 21 and 33 to standalone financial statements
The key audit matter
How the matter was addressed in our audit
Revenue from projects amounting to Rs 56,605.38
In view of the significance of the matter we applied the
Million represents the most significant revenue stream
following audit procedures in this area, among others, to
of the Company and is recognised over time based on
obtain sufficient appropriate audit evidence:
satisfaction of performance obligations, in accordance
i. Assessed the appropriateness of the accounting
with the applicable accounting standards.
policy adopted by the Company for revenue
Revenue recognised over time is measured using the
recognition by comparing it with the applicable
input method, based on the proportion of costs incurred
accounting standards;
to date, relative to the estimated total costs to complete
ii. Obtained an understanding of the management’s
the relevant performance obligations.
process of estimation of costs to complete and revenue recognition;
Accordingly, revenue recognition involves significant
iii. Evaluated the design, and tested the implementation
estimates, particularly related to costs to complete.
and operating effectiveness of key internal controls,
The estimation of total costs to complete is inherently
including general information and technology
subjective, complex and requires judgement in
(IT) controls and key IT application controls over
assessing future costs, including cost overruns, contract
estimation of costs to complete the project including
variations and changes in prevailing circumstances.
the review and approval of project cost;
Further, original estimates of costs and margins may be
iv. On specific and statistically selected samples of
revised over the course of project execution, which could
contracts, performed test of details to assess the
result in significant variance in the revenue and margins
estimated costs to complete and corresponding
for the reporting period.
revenue recognition. This testing included:
Due to the significant judgement involved in estimating
• testing Company’s computation of the
total project revenue and costs to complete and given
percentage of completion and revenue
that revenue is a key performance indicator for the Company and its external stakeholders, there may be
recognised for the year;
incentives or external pressures to meet expectations,
• inspection of underlying contracts and
resulting in revenue being overstated or recognised
amendments in key terms, if any, to verify the
before the services are rendered. Accordingly, we have
transaction price and estimated revenue;
considered measurement of revenue from projects as a
• evaluating whether the approved project
key audit matter.
budgets are appropriately apportioned to individual jobs in accordance with the management estimates; and
• inquiring with management on material changes to estimated total revenue and costs to complete, including change in prevailing circumstances, assumptions, cost overruns and contract variations.
v. For specific samples selected, compared the outcome of contracts completed during the period with the original budgets and challenged whether those variations are required to be considered in estimating the remaining costs to complete the existing contracts;
vi. Examined journal entries recorded during the reporting period, determined using a risk-based criteria and tested the details of such entries with the related underlying supporting documentation to identify unusual or irregular items; and
vii. Evaluated the adequacy of related disclosures including disclosures of key assumptions and judgements, in the standalone financial statements in accordance with the applicable accounting standards.
Impairment assessment of investments in and loans to subsidiaries and a joint venture
See Note 1.3 (aa), 5 and 6 to standalone financial statements
As at 31 March 2026, the carrying value of investments
in subsidiaries and a joint venture is Rs 38,380.20 Million following audit procedures in this area, among others, to
and the carrying value of the loans to subsidiaries and a
joint venture is Rs. 36,958.81 Million.
i. Obtained an understanding of the management’s
The investments in subsidiaries and a joint venture
impairment assessment process;
are accounted for at cost less impairment, if any. The
ii. Assessed the Company’s accounting policies
Company has also extended loans to its subsidiaries
with respect to impairment of investments in and
and a joint venture which are subsequently accounted
loans given to subsidiaries and a joint venture,
at amortised cost, in accordance with the applicable
accounting standards.
by comparing them with applicable accounting standards;
Management assesses at each reporting date if there is an indication, based on either internal or external sources of information, that such investments or
iii. Evaluated design and tested the implementation and operating effectiveness of key controls over:
loans may be impaired. Where such indicators exist,
• making new investments and granting new
management performs impairment testing.
The determination of the recoverable amount of
loans, including approvals from board of directors and shareholders; and
investments is based on the estimated long-term
• impairment assessment of such investments
projected cash flows for each subsidiary and joint
and loans.
venture. This requires application of significant
iv. Evaluated the operational performance and net
judgement with respect to timing and quantum of
worth of subsidiaries and a joint venture based on its
such cash flows and requires management to make significant assumptions related to future revenue and
most recent financial statements;
operating cost, weighted average cost of capital, and
v. Evaluated the reasonableness of management’s
assessment of the estimated completion of the under-
assumptions such as future revenue and operating
construction projects. Further, the Company is exposed
cost, weighted average cost of capital, and
to significant credit risk in respect of the recoverability of
assessment of the estimated completion of the
loans granted to its subsidiaries and a joint venture.
under-construction projects and performed a sensitivity analysis on key assumptions used by the
Accordingly, in view of the significance of the carrying value of these investments and loans, and judgements
management for impairment assessment;
and assumptions involved, the estimation of recoverable vi. Involved our internal valuati°n specialist to evaluate
amount of investments in and loans given to subsidiaries
the reasonableness of the methodology/approach
and a joint venture is considered to be a key audit matter
and key assumptions used in the valuation where required;
vii. Tested the Company’s assessment of the recoverability of the loans, which includes cash flow projections over the duration of the loans; and
viii. Evaluated the adequacy of related disclosures including disclosures of key assumptions and judgements, in the standalone financial statements in accordance with the applicable accounting standards.
Impairment assessment of property, plant and equipment and capital work-in-progress
See Note 1.3 (aa), 1.3 (n), 3(a) and 3(b) to standalone financial statements
As at 31 March 2026, the Company has Rs 16,635.55
Million of property, plant and equipment and capital
following audit procedures in this area, among others,
work-in-progress excluding right of use leasehold land
to obtain sufficient appropriate audit evidence:
and buildings.
i.
Assessed the Company’s accounting policies with
At the end of every reporting period, the Company
respect to impairment by comparing them with
assesses whether there is any indication that an asset
applicable accounting standards;
or the cash generating unit (CGU) to which such asset belongs may be impaired.
ii.
Evaluated the design and tested the implementation and the operating effectiveness of key controls
If any such indication exists, whether internal or external,
over impairment assessment, including controls
the Company determines the recoverable amount
related to approval of estimated cash flows and
of such asset or CGU as the higher of its value-in-use
identification of CGUs;
and fair value less costs of disposal and ascertains the impairment loss, if any. The determination of recoverable amount is based on the estimation of long-
iii.
Assessed the accuracy of prior period cash flow forecasts by reference to actual performance;
term projected cash flows. This requires significant
iv.
Evaluated and challenged key judgements and
judgement with respect to identification of CGUs, timing
assumptions used in management’s impairment
and quantum of cash flows and requires management
assessment, such as forecasted revenue and
to make significant assumptions, including assumptions
operating costs, weighted average cost of capital
related to future revenue and operating costs, weighted
and estimated completion of under-construction
average cost of capital, and the assessment of the
projects;
estimated completion of the under-construction projects.
v.
Performed sensitivity analysis on the key assumptions used by management for impairment
Accordingly, the impairment assessment of property,
assessment;
plant and equipment and capital work-in-progress is considered a key audit matter due to the significance of carrying values and the extent of judgements and estimates involved.
vi.
Involved our internal valuation specialist to evaluate the reasonableness of methodology/approach and key assumptions used; and
vii
. Evaluated the adequacy of related disclosures including disclosures of key assumptions and judgements, in the standalone financial statements in accordance with the applicable accounting standards.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and auditor’s report thereon. The annual report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.
Management's and Board of Directors' Responsibilities for the Standalone Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity
and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
a. The standalone financial statements of the Company for the year ended 31 March 2025 were audited by the predecessor auditor who had expressed an unmodified opinion on 27th May 2025.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2A. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on 01 April 2026, 06 April 2026, 07 April 2026, 18 April 2026, 07 May 2026 and 11 May 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of Section 164(2) of the Act.
f. the modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.
g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
a. The Company has disclosed the impact of pending litigations as at 31 March 2026 on its financial position in its standalone financial statements - Refer Note 29 to the standalone financial statements.
b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
d (i) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note 49 (b) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ii) The management has represented that, to the best of its knowledge
and belief, as disclosed in the Note 49 (c) to the standalone financial statements, 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 Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.
e. The Company has neither declared nor paid any dividend during the year.
f. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares maintaining the books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:
• the feature of recording audit trail (edit log) was not enabled at the database level for the period from 1 April 2025 to 27 March
Place: Mumbai Date: 15 May 2026
2026 to log any direct data changes for the accounting software used for maintaining the books of account relating to general ledger; and
• in the absence of an independent auditor’s report in relation to controls at the service organisation for the accounting software used for maintaining payroll records, which is operated by a third-party software service provider, we are unable to comment whether the audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software.
Further, for the periods where audit trail (edit log) facility was enabled and operated for the respective accounting softwares, we did not come across any instance of audit trail feature being tampered with. Additionally, where the audit trail (edit log) functionality was enabled and operated in the previous years, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
C. With respect to the matter to be
included in the Auditor's Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid and or payable by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid and or payable to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants Firm’s Registration No.:101248W/W-100022
Aniruddha Godbole
Partner
Membership No.: 105149 ICAI UDIN:26105149UUDHUW4458