Key Details

Symbol (NSE): CLEANMAX

Corporate Action: Composite Scheme of Amalgamation

Record Date: Not Specified

Effective Date: Not Specified

Nature of Scheme

Composite Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 involving the amalgamation of four wholly-owned subsidiaries into Clean Max Enviro Energy Solutions Limited.

Entities Involved

Amalgamating Companies (Transferor Entities):

  • Clean Max Aditya Power Private Limited (Amalgamating Company 1)
  • Cleanmax IPP 1 Private Limited (Amalgamating Company 2)
  • CMES Power 1 Private Limited (Amalgamating Company 3)
  • CMES Infinity Private Limited (Amalgamating Company 4)

Amalgamated Company (Transferee Entity):

  • Clean Max Enviro Energy Solutions Limited

Financial Metrics of Entities

| Entity | Paid-up Equity Share Capital (INR) | Net Worth as of 31 March 2026 (INR) | Total Revenue from Operations FY2026 (INR) |

| Amalgamating Company 1 | 15,83,870 | 61,69,09,780.77 | 61,84,93,650.77 |

| Amalgamating Company 2 | 1,31,19,070 | 1,65,31,21,118.20 | 46,23,39,151.00 |

| Amalgamating Company 3 | 2,35,33,900 | 3,05,96,387.00 | 8,51,11,992.04 |

| Amalgamating Company 4 | 3,05,78,000 | 13,87,08,732.00 | 11,17,33,430.08 |

| Amalgamated Company | Not Specified | 11,72,71,170.56 | 63,57,31,03,977.00 |

Share Entitlement Ratio

Not Applicable. Since the Amalgamating Companies are wholly owned subsidiaries of the Company, no new shares shall be issued or payment made in cash or in kind whatsoever by the Company as consideration under the Scheme. All equity shares of the Amalgamating Companies shall stand cancelled.

Implied Capital Structure Impact

No change in the share capital structure of Clean Max Enviro Energy Solutions Limited. The amalgamation will result in the cancellation of all issued and outstanding equity shares of the four subsidiary companies without any issuance of new shares by the parent company.

Post-Allotment Listing Plan

The resulting entity (Clean Max Enviro Energy Solutions Limited) will remain listed on both BSE (Scrip Code: 544717/977267) and NSE (Symbol: CLEANMAX). The amalgamating companies are currently unlisted and will be dissolved without winding up.

Regulatory and Approval Status

The Scheme is subject to necessary statutory and regulatory approvals, including sanction by the Hon'ble National Company Law Tribunal, Mumbai Bench under Sections 230 to 232 of the Companies Act, 2013.

The Board of Directors approved the Scheme at its meeting held on 31 July 2026, which commenced at 03:00 p.m. and concluded at 06:00 p.m.

Business Operations

Amalgamating Companies: Each engaged in the business of generation and sale of electricity through rooftop projects.

Amalgamated Company: Engaged in developing clean and green energy solutions through rooftop and ground mounted projects, energy efficiency and carbon removal and reduction solutions.

Financial Rationale

The Scheme aims to achieve operational efficiencies with respect to financing, management and compliance monitoring of the Amalgamating Companies and reduce the number of total entities within the group. Specific benefits include:

  • Consolidation of businesses to achieve simplification of the holding structure, improve operational and management efficiencies, streamline business operations and decision-making
  • Reduction in administrative costs, overheads and elimination of duplication of efforts with respect to legal, secretarial, financial, accounting and audit functions
  • Consolidation of all existing and future rooftop projects in a single entity such that the group's entire rooftop business segment is undertaken by a single entity
  • Improvement of the overall credit profile of the group through a consolidated balance sheet that is expected to improve lender comfort, simplify security creation, enable refinancing on better terms

Impact on Shareholders

There will be no change in the shareholding pattern of the Amalgamated Company pursuant to the Scheme as no new shares shall be issued by the Amalgamated Company as consideration under the Scheme.

Regulatory Compliance Aspects

The transaction qualifies as a related party transaction since the Amalgamating Companies are wholly owned subsidiaries of the Company. However:

  • As per clarification issued by the Ministry of Corporate Affairs vide its General Circular No. 30/2014 dated 17 July 2014, a scheme of amalgamation under sections 230-232 of the Companies Act, 2013, will not attract the requirements of Section 188 of the Companies Act, 2013

Disclosure Compliance

This disclosure is filed pursuant to Regulations 30 and 51 of the SEBI LODR Regulations and SEBI Master Circular No. HO/49/14/14(7)2025 CFDPOD2/I/3762/2026 as updated on 30 January 2026.