AGM and Regulatory Context

Clean Max convenes its 16th Annual General Meeting on 24 July 2026 to seek shareholder approval for material related party transactions exceeding ₹15,000 crore with numerous subsidiaries. This regulatory filing is made pursuant to SEBI Listing Regulations 30, 34, 50(2), 51 and 53(2), following SEBI Circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26 June 2025 and SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026.

Material Related Party Transactions

The company seeks approval for 56 resolutions covering extensive RPTs with over 20 subsidiary entities, including:

  • Clean Max Terra Private Limited: ₹858.61 crore
  • Clean Max Vayu Private Limited: ₹500.00 crore
  • Clean Max Ahhope Private Limited: ₹387.91 crore
  • Clean Max Astria Private Limited: ₹191.23 crore
  • Clean Max BIAL Renewable Energy Private Limited: ₹205.19 crore
  • Clean Max Como Private Limited: ₹296.05 crore
  • Clean Max Eliora Private Limited: ₹413.66 crore
  • Clean Max Kenai Private Limited: ₹850.96 crore
  • Clean Max Ni Private Limited: ₹576.97 crore
  • Clean Max Prithvi Private Limited: ₹780.52 crore
  • Clean Max Scorpius Private Limited: ₹282.70 crore
  • Kanoo Cleanmax Renewables Assetco WLL: ₹288.58 crore

Additionally, multiple cash pooling arrangements among subsidiaries with amounts ranging from ₹25 crore to ₹750 crore, including specific arrangements totaling ₹355.35 crore and ₹480 crore among various entities.

Transaction Categories and Tenure

The RPTs cover Engineering, Procurement and Construction (EPC) services, Operations & Maintenance (O&M) services, Inter-Corporate Loans (ICL)/Perpetual Debt, Support Fees, Management Service Fees, Corporate/Bank Guarantees, Common Infrastructure services, Sale of Power/Renewable Energy Certificates (iRECs), and Cash Pooling arrangements. Most arrangements have tenure of 25 years from the earlier of approval date or Power Purchase Agreement signing.

Financial Details and Arm's Length Pricing

The company engaged a Big 4 firm to develop a comprehensive Arm's Length Pricing Framework covering every transaction category with independent third-party benchmarking. Detailed financials for FY 2025-26 are provided for all related parties, showing varying financial positions from net losses to profits. Credit ratings from CARE and India Ratings range from AA to BBB+.

Regulatory Necessity

The RPTs are necessitated by India's electricity laws requiring group captive power plants where customers must hold at least 26% ownership in project SPVs, making these transactions legally mandated rather than discretionary under the Electricity Act, 2003 and Electricity Rules, 2005.

Governance and Voting

Audit Committee review and approval has been obtained, with ongoing oversight of individual transactions. Related parties shall not vote to approve resolutions under Item No. 22 to 56 as per SEBI Listing Regulations. Remote e-voting period is from 21 July 2026 (9:00 AM) to 23 July 2026 (5:00 PM), with results declaration within 2 working days post-AGM.

Other AGM Business

The AGM will also consider:

  • Adoption of FY26 standalone and consolidated financial statements
  • Re-appointment of Mr. Murzash Manekshana (DIN: 00207311) who retires by rotation
  • Ratification of cost auditor remuneration at ₹1.75 lakh
  • Appointment of secretarial auditors for a 5-year term at ₹3,00,000 annually

Mr. Manekshana, a Chartered Accountant with 28 years of experience, leads asset management for Brookfield's renewable platforms in India and serves on multiple committees within the company.

Document Availability

All AGM documents are available on company website (www.cleanmax.com), BSE (www.bseindia.com), NSE (www.nseindia.com), and RTA website (https://in.mpms.mufg.com).