Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Clean Max Enviro Energy Solutions Limited

Date, Location, and Type of Meeting

The company is conducting a Postal Ballot by remote e-voting only, without a physical meeting. The voting period commences at 09:00 a.m. (IST) on Wednesday, 26 August 2026 and ends at 05:00 p.m. (IST) on Thursday, 24 September 2026. The cut-off date for eligibility is Friday, 21 August 2026.

Summary of Proposed Resolutions and Implications

The notice contains 32 ordinary resolutions seeking approval for material related party transactions with various subsidiaries:

Resolution-wise Transaction Values (INR crore):

1. Clean Max Ahhope Private Limited: 604.97

2. Clean Max Astria Private Limited: 7.20

3. Clean Max Como Private Limited: 384.26

4. Clean Max Kenai Private Limited: 2,382.97

5. Clean Max Ni Private Limited: 1,604.26

6. Clean Max Prithvi Private Limited: 7.62

7. Clean Max Terra Private Limited: 1,736.24

8. Clean Max Ajanta Private Limited: 346.10

9. Clean Max Vayu Private Limited: 50.80

10. Between CMES Power 2 and Clean Max Kenai: 123.08

11. Between Clean Max Surya Energy and Clean Max Terra: 354.82

12. Clean Max Iguazu Private Limited: 245.52

13. Clean Max Ilgohp Private Limited: 1,635.76

14. Clean Max Kanha Private Limited: 656.58

15. Clean Max Karakoram Private Limited: 877.47

16. Clean Max Leo Private Limited: 499.68

17. Clean Max Sphere Energy Private Limited: 2,298.75

18. Clean Max Teton Private Limited: 208.00

19. Clean Max Beta Private Limited: 44.87

20. Clean Max Ganga Private Limited: 1,159.62

21. Clean Max Ichi Private Limited: 128.75

22. Clean Max Patagonia Private Limited: 185.33

23. Clean Max Roku Private Limited: 211.39

24. Clean Max San Private Limited: 211.39

25. Clean Max Shi Private Limited: 149.42

26. Clean Max Vega Power LLP: 159.24

27. Clean Max Power 4 Private Limited: 30.00

28. Clean Max Yellowstone Private Limited: 40.00

29. Clean Max Emerald Private Limited: 198.00

30. Clean Max Victoria Private Limited: 198.00

31. Clean Max Sapphire Private Limited: 300.50

32. Emmvee Energy Private Limited: 270.00

Nature of Transactions: The transactions include Engineering, Procurement and Construction (EPC) services, Operations & Maintenance (O&M) services, Inter-Corporate Loans (ICLs), Inter-Corporate Term Loans (ICTLs), corporate/bank guarantees, sale/lease of land, land development charges, fixed deposit-backed overdraft facilities, mortgage of assets, equity infusion, and sale/purchase of products/materials.

Business Context: The RPTs are integral to the company's renewable energy business model which operates under the group captive framework mandated by the Electricity Act, 2003 and Electricity Rules, 2005. This requires each customer project to be housed in a separate Special Purpose Vehicle (SPV) with the customer holding at least 26% equity and the company holding the balance, typically 74%.

Voting Process and Methods

The voting will be conducted solely through remote e-voting process. The company has appointed MUFG Intime India Private Limited (formerly Link Intime India Private Limited) as the Registrar and Transfer Agent (RTA) to provide the remote e-voting facility. The e-voting module will be disabled after 05:00 p.m. (IST) on 24 September 2026.

Key Voting Outcomes

Voting results will be announced not later than 2 working days from the conclusion of e-voting (on or before Monday, 28 September 2026). The results along with the scrutinizer's report will be uploaded on the company's website (www.cleanmax.com) and the RTA's website (https://instavote.linkintime.co.in), and immediately forwarded to the stock exchanges (BSE Limited and National Stock Exchange of India Limited).

Scrutinizer's Role and Findings

Ms. Nikita Kothari (Membership No: F10365, COP: 13507), proprietor of N Kothari & Associates, Company Secretaries, has been appointed as the scrutinizer. In her absence, Mr. Amit Diwate (Membership No: F12688, COP: 18893), partner of M/s DMJ & Partners, Company Secretaries will serve as scrutinizer. The scrutinizer will conduct the postal ballot process in a fair and transparent manner and submit a report to the Chairperson of the Board upon completion of vote scrutiny.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Section 108 and 110 of the Companies Act, 2013
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI LODR Regulations, 2015
  • Secretarial Standards on General Meetings (SS-2)
  • MCA Circulars including General Circular No. 14/2020, 17/2020, 09/2024, and 03/2025

The notice is being sent by email only to members whose email addresses are registered with the depositories (NSDL/CDSL).

Additional Information

The explanatory statement provides detailed justification for the RPTs, explaining that they are not discretionary but operational necessities under India's electricity laws. The transactions are conducted at arm's length and in the ordinary course of business, with pricing determined based on an Arm's Length Pricing Framework developed by an independent Big 4 firm.

The company has provided extensive annexures with details of each related party, previous transactions, financial performance of related parties, and transaction-specific information as required by SEBI's RPT Industry Standards.

All related parties will abstain from voting on these resolutions as required by SEBI Listing Regulations. None of the directors or key managerial personnel have any interest in these transactions except through their shareholding in the company.