We are pleased to present the 16th 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.
Particulars
(INR in Millions)
Standalone Consolidated
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
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)
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.
There was no change in the nature of Business of the Company, during the year under review.
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.
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.
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).
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
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.
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].
The authorized share capital of the Company as on 31 March 2026 was as follows:
Sr.
No.
Face Value (In INR)
Number of Shares
Total (In INR)
1. Equity Shares
1
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)
1. Equity Shares 1 11,70,79,174
11,70,79,174
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.
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.
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.
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.
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
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.
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:
Name of the Companies
Chitradurga Renewable Energy India Private Limited
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*
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*
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
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
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
Clean Max Apollo Power LLP
Clean Max Auriga Power LLP
Clean Max Charge LLP
Clean Max Circe Power LLP
Clean Max Deneb Power LLP
Clean Max Fusion Power LLP
Clean Max Hybrid Power LLP
Clean Max Hyperion Power LLP
Clean Max IPP3 Power LLP
Clean Max Light Power LLP
Clean Max Orion Power LLP
Clean Max Pluto Solar Power LLP
Clean Max Power 3 LLP
Clean Max Proclus Energy LLP
Clean Max Regulus Power LLP
Clean Max Scorpius Power LLP
Clean Max Suryamukhi LLP
Clean Max Urjit LLP
Clean Max Vega Power LLP
Clean Max Venus Power LLP
Clean Max Vital Energy LLP
HEM Urja LLP
HET Energy Technology LLP
KAS On site Power Solutions LLP
KPJ Renewable Power Projects LLP
Yashaswa Power LLP
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.
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 15th AGM until the conclusion of the 20th 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.
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.
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.
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.
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 16th AGM.
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.
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.
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:
(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:
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
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.
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.
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).
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.
The Management Discussion and Analysis, as required in terms of the SEBI Listing Regulations, is annexed to this Report.
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.
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.
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.
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.
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
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’).
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.
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.
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.
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.
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.
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.
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.
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:
Nature of action taken by the employer or district officer:
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.
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.