Amalgamation/Merger

BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers Exchange Plaza, Plot no. C/1, G Block Dalal Street Bandra Kurla Complex, Bandra (E) Mumbai – 400 001 Mumbai – 400 051 Maharashtra, India Maharashtra, India Scrip Code: 544717/977267 S ymbol: CLEANMAX ISIN: INE647U01026/INE647U08039 Sub: Composite Scheme of Amalgamation among 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” and together with Amalgamating Company 1, Amalgamating Company 2, and Amalgamating Company 3, “Amalgamating Companies”), and Clean Max Enviro Energy Solutions Limited (“Amalgamated Company” or “Company”) under Sections 230 to 232 of the Companies Act, 2013 (“Scheme”) Ref: Intimation under regulations 30 and 51 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI LODR Regulations”) as amended Dear Sir/ Madam, This disclosure is being filed pursuant to Regulations 30 and 51 of the SEBI LODR Regulations, to inform you that the Board of Directors of the Company, at its meeting held today i.e. 31 July 2026, approved the Scheme inter-alia providing for: (i) the amalgamation of the Amalgamating Companies (being the wholly owned subsidiaries of the Company) with the Company and dissolution of the Amalgamating Companies without winding up and the consequent cancellation of all issued and outstanding equity shares of the Amalgamating Companies; and (ii) various other matters incidental, consequential or otherwise integrally connected therewith, pursuant to the provisions of Sections 230 – 232 and other relevant provisions of the Companies Act, 2013 in the manner provided for in the Scheme and in compliance with the provisions of the Income Tax Act, 2025. 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. 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 meeting commenced at 03:00 p.m. and concluded at 06:00 p.m. The requisite details regarding the above, as required by the SEBI Master Circular No. HO/49/14/14(7)2025 CFDPOD2/I/3762/2026 as updated on 30 January 2026, are enclosed herewith as “Annexure A”. The intimation will be made available on the Company’s website at www.cleanmax.com. This is for your information, record, and appropriate dissemination. Thank you. Yours faithfully, For Clean Max Enviro Energy Solutions Limited (Formerly known as Clean Max Enviro Energy Solutions Private Limited) Ullash Parida Company Secretary and Compliance Officer Membership No.: FCS 8689 31 July 2026 Mumbai ANNEXURE A S. Disclosure Brief Particulars No Requirements 1. Name of the The Amalgamating Companies i.e. Clean Max Aditya Power Private entity(ies) forming Limited (“Amalgamating Company 1”), Cleanmax IPP 1 Private part of the Limited (“Amalgamating Company 2”), CMES Power 1 Private amalgamation/me Limited (“Amalgamating Company 3”) and CMES Infinity Private rger, details in brief Limited (“Amalgamating Company 4”), are the wholly owned such as, size, subsidiaries of Clean Max Enviro Energy Solutions Limited turnover etc. (“Amalgamated Company”). Particular Paid-up equity Net worth as Total revenue s share Capital as on of 31 March from date (in INR) 2026 (in INR) operations for the financial year ended 31 March 2026 (in INR) Amalgamati 15,83,870 61,69,09,780.77 61,84,93,650.77 ng Company Amalgamati 1,31,19,070 1,65,31,21,118.2 46,23,39,151.00 ng Company 0 Amalgamati 2,35,33,900 3,05,96,387.00 8,51,11,992.04 ng Company Amalgamati 3,05,78,000 13,87,08,732.00 11,17,33,430.08 ng Company Amalgamate 11,72,71,170 56,47,86,06,674. 63,57,31,03,977. d Company 00 00 2. Whether the The Amalgamating Companies are wholly owned subsidiaries of the transaction would Company. fall within related party transactions? However, as per the clarification issued by the Ministry of Corporate If yes, whether the Affairs vide its General Circular No. 30/ 2014 dated 17 July 2014, a same is done at scheme of amalgamation under sections 230-232 of the Companies “arm’s length” Act, 2013, will not attract the requirements of Section 188 of the Companies Act, 2013. Further, pursuant to Regulation 23(5)(b) of the SEBI LODR Regulations, approvals for related party transactions are not applicable to transactions between the holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before shareholders of the holding company for approval. 3. Area of business of Each of the Amalgamating Companies are engaged in the business of the entity(ies) generation and sale of electricity through rooftop projects. The Amalgamated Company is engaged in developing clean and green energy solutions through rooftop and ground mounted projects, energy efficiency and carbon removal and reduction solutions, including operating, managing, owning, controlling, erecting and commissioning renewable energy projects and carrying out engineering, procurement, construction and operation and maintenance of rooftop and ground mounted projects, providing environmental and sustainability consulting services including emission management, generation and trading of carbon credits and other environmental commodities associated with carbon reduction and removal, and other related and incidental activities. 4. Rationale for The Amalgamated Company is the parent company of the group, amalgamation/ holding multiple special purpose vehicles (including the Amalgamating merger Companies) engaged in the generation and sale of renewable power. It is proposed to consolidate the businesses of the Amalgamating Companies into the Amalgamated Company in order to achieve certain operational efficiencies with respect to financing, management and compliance monitoring of the Amalgamating Companies and reduce the number of total entities within the group. Thus, the Amalgamations pursuant to this Scheme would, inter alia, have the following benefits: (i) Consolidation of businesses would achieve simplification of the holding structure, improve operational and management efficiencies, streamline business operations and decision- making; (ii) Reduction in administrative costs, overheads and elimination of duplication of efforts with respect to legal, secretarial, financial, accounting and audit functions including conduct of the necessary board meetings required under Act, monitoring secretarial compliance, renewal of credit ratings for each of the Amalgamating Companies, and monitoring of lender covenants; (iii) 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. Further, consolidation also enables the group to manage rooftop projects as one integrated portfolio, thus reducing overall risk of the portfolio due to multiple small rooftop projects; and (iv) Improvement of the overall credit profile of the group. A consolidated balance sheet is expected to improve lender comfort, simplify security creation, enable refinancing on better terms and reduce multiplicity of lender reporting and covenant compliance. 5. In case of cash Not applicable. As the Amalgamating Companies are wholly owned consideration – subsidiaries of the Company, pursuant to the Scheme coming into amount or effect, all equity shares of the Amalgamating Companies shall stand otherwise share cancelled and no new shares shall be issued or payment made in cash exchange ratio or in kind whatsoever by the Amalgamated Company in lieu of [Showing first 8,000 characters — download PDF for full document]