Clean Max Enviro Energy Solutions Limited has announced a postal ballot notice dated 17 April 2026, seeking shareholder approval for 48 resolutions through remote e-voting. The proposals encompass amendments to constitutional documents, director appointments, employee stock options, and a comprehensive set of material related party transactions with subsidiaries and associate companies.

The remote e-voting facility will be available from 09:00 a.m. (IST) on 18 April 2026 until 05:00 p.m. (IST) on 17 May 2026. Shareholders whose names appear in the Register of Members as of 10 April 2026 are eligible to participate. The company has appointed MUFG Intime India Private Limited as the registrar and share transfer agent to facilitate the e-voting process, while Ms. Nikita Mahavir Kothari of N Kothari & Associates will serve as the scrutinizer.

Key Governance Proposals

The first six resolutions require special shareholder approval. These include amendments to the Object Clause of the Memorandum of Association to expand the company's business scope into carbon credit project development, sustainability consulting, and energy efficiency solutions. The Articles of Association will also be amended to incorporate provisions of the Inter Se Agreement dated 30 July 2025 and remove redundant clauses related to Non-Convertible Debentures aggregating INR 499 crore.

Mr. Dinesh Khara (DIN: 06737041), who was appointed as an Additional Director on 17 March 2026, has been proposed for appointment as Non-Executive Independent Director for a three-year term ending 16 March 2029. Mr. Khara brings nearly four decades of banking experience, having served as Chairperson of State Bank of India from October 2020 to August 2024. His remuneration has been proposed at INR 1,00,00,000 per annum, inclusive of sitting fees, subject to the condition that total remuneration to all Non-Executive Directors does not exceed 1% of net profits.

The company also seeks ratification of the "Clean Max Enviro Energy Solutions Limited Employee Stock Option Scheme 2015 – Amended 2026" and extension of its benefits to employees of subsidiary companies. The scheme allows for the grant of up to 44,35,872 options exercisable into equity shares of face value INR 1 each.

Material Related Party Transactions

Resolutions 7 through 48 seek approval for material related party transactions with 35 subsidiaries and 7 fellow subsidiaries/associates. These transactions are integral to the company's business model of developing renewable energy projects through special purpose vehicles, where customers hold minimum 26% ownership to comply with captive power regulations.

The transactions encompass various activities including issuance of bank and corporate guarantees, provision of inter-corporate deposits, rendering of engineering, procurement and construction (EPC) services, operations and maintenance support, and common infrastructure sharing. The tenure of these transactions ranges from 25 to 30 years, aligned with long-term Power Purchase Agreements.

Financial Context

For the financial year 2024-25, Clean Max Enviro Energy Solutions Limited reported an annual consolidated turnover of INR 1,495.70 crore. Based on this, the materiality threshold for related party transactions requiring shareholder approval is INR 149.5 crore. All proposed transactions exceed this threshold, necessitating ordinary resolutions.

The company's financial performance for the past three years shows total income of INR 2,458.92 crore in 2024-25, INR 2,239.14 crore in 2023-24, and INR 2,842.45 crore in 2022-23. Profit for the period stood at INR 298.13 crore in 2024-25, INR 282.41 crore in 2023-24, and INR 131.98 crore in 2022-23.

Results of the postal ballot will be announced not later than 2 working days after the conclusion of e-voting and will be available on the company's website at www.cleanmax.com and the stock exchanges where the shares are listed.

Clean Max Enviro Energy Solutions Limited's Board of Directors held a meeting on April 16, 2026, approving significant amendments to the company's foundational documents. The board considered and approved modifications to both the Memorandum of Association (MOA) and Articles of Association (AOA), subject to shareholder approval.

Expansion of Business Scope

The amendments significantly broaden Clean Max's operational mandate, incorporating carbon-focused initiatives and environmental services. The company's main object clause now encompasses carbon removal and reduction solutions, including afforestation, reforestation, agroforestry, and biochar projects.

Key MOA Modifications

The board approved comprehensive revisions to the main object clause, introducing four new sub-clauses that expand the company's operational framework:

• Environmental Consulting Services: The company will provide emission management, environmental compliance management, and carbon market feasibility studies
• Power Plant Operations: Authority to operate, manage, and control energy power plants based on conventional and non-conventional technologies
• Trading Operations: Engagement in trading renewable energy certificates, carbon credits, and environmental commodities
• Government Incentives: Ability to apply for and avail government subsidies and policy benefits

Articles of Association Changes

The amendments to the Articles of Association involve substantial structural modifications. The company will substitute existing Part B with provisions from an Inter Se Agreement dated July 30, 2025, executed between multiple parties including Kuldeep Jain, Nidhi Jain, KEMPINC LLP, and several investment entities.

Regulatory Compliance

The amendments were disclosed pursuant to Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Company Secretary Ullash Parida signed the disclosure document, ensuring compliance with regulatory requirements.

Strategic Implications

These amendments position Clean Max to capitalize on growing opportunities in carbon markets and environmental services. The expanded scope includes nature-based solutions and engineered carbon removal technologies, aligning with global sustainability trends. The company can now provide comprehensive environmental consulting services while maintaining its core renewable energy focus.

The modifications require shareholder approval before implementation, with details available on the company's website at www.cleanmax.com .