Clean Max Enviro Energy Solutions Ltd IPO

Status: Closed

Overview

IPO date

23 Feb 2026 to 25 Feb 2026

Face value

₹ 1 per share

Price

₹ 1000 to ₹1053 per share

Issue Size

29,315,993 shares
(aggregating up to ₹ 3083.83 Cr)

Allotment Date

26 Feb 2026

Listing at

NSE

Issue type

Book Building

Sector

Power Generation & Distribution

Objectives of Clean Max Enviro Energy Solutions Ltd IPO

Initial public offer of 29315993 equity shares of face value of Re. 1/- each ("Equity Shares") of Clean Max Enviro Energy Solutons Limited ("Company") for cash at a price of Rs. 1053* per equity share (Including a Share Premium of Rs. 1052 per Equity Share) ("Offer Price") Aggregating up to Rs. 3083.83 crores (the "Offer") comprising a fresh issue of 11425906 equity shares of face value of Re. 1/- each aggregating up to Rs. 1200.00 crores by the company ("Fresh Issue") and an offer for sale of 17890087 equity shares of face value of Re. 1/- each aggregating up to Rs. 1883.83 crores (the "Offer for Sale"), consisting of 2041341 equity shares of face value of Re. 1/- each aggregating up to Rs. 214.95 crores by Kuldeep Jain and 8510959 equity shares of face value of Re. 1/- each aggregating up to Rs. 896.20 crores by BGTF One Holdings (DIFC) Limited and 687357 equity shares of face value of Re. 1/- each aggregating up to Rs. 72.38 crores by Kempinc LLP (Collectively, the "Promoter Selling Shareholders"), and 5102639 equity shares of face value of Re. 1/- each aggregating up to Rs. 537.31 crores by Augment India i Holdings, LLC and 1547791 equity shares of face value of Re. 1/- each aggregating up to Rs. 162.98 crores by DSDG Holding APS (Collectively, the "Investor Selling Shareholders", together with the promoter selling shareholders referred to as the "Selling Shareholders" and such equity shares, the "Offered Shares"). The company, in consultation with the brlms, may consider a further issue of specified securities, as may be permitted under the applicable law, at its discretion, aggregating up to Rs. 300.00 crores, prior to filing of the pre-ipo placement, if undertaken, will be at a price to be determined by the company, in consultation with the brlms. If the pre-ipo placement is completed, the amount Raised pursuant to the pre-ipo placement will be reduced from the fresh issue, subject to compliance with Rule 19(2)(b) of the securities contracts (Regulation) Rules, 1957, as amended. the pre-ipo placement, if undertaken, shall not exceed 20% of the size of the fresh issue. Prior to the completion of the offer, the company shall appropriately intimate the subscribers to the pre-ipo placement, prior to allotment pursuant to the pre-ipo placement, that there is no guarantee that the company may proceed with the offer or the offer may be successful and will result into listing of the equity shares on the stock exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the pre-ipo placement (if undertaken). the pre-ipo placement shall be reported to the stock exchange(s), within twenty-four hours of such pre-ipo transactions (in Part or in Entirety). The offer includes a reservation up to 314795* equity shares of face value of Re. 1/- each, aggregating up to Rs. 30 crores (Constituted up to 0.27% of the post-offer paid-up Equity Share Capital), for subscription by eligible employees ("Employee Reservation Portion"). The company, in consultation with the brlms may offer a discount of up to [*]% of the offer price to eligible employees bidding in the employee reservation portion ("Employee Discount"), subject to necessary approvals as may be required. The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer shall constitute 25.04% and 24.77% of the post-offer paid-up equity share capital of the company, respectively. Price Band: Rs. 1053 per equity share of face value Rs.1/- each. The floor price is 1053 times of the face value of the equity shares. Bids can be made for a minimum of 14 equity shares and in multiples of 14 equity shares thereafter. A discount of Rs. 100 per equity share is being offered to eligible employees bidding in the employee reservation portion.

Clean Max Enviro Energy Solutions Ltd IPO Strategy

About Clean Max Enviro Energy Solutions Ltd

Clean Max Enviro Energy Solutions Limited was originally incorporated as Clean Max Enviro Energy Solutions Private Limited' at Mumbai, Maharashtra as a private Company dated September 29, 2010 with the Registrar of Companies, Mumbai. Subsequently, name of the Company was changed to Clean Max Enviro Energy Solutions Limited'. A fresh Certificate of Incorporation dated August 7, 2025 was issued by the Registrar of Companies, Maharashtra at Mumbai. Company is engaged in developing commercial and industrial renewable power projects and in generation and sale of power. The Company commissioned the first onsite solar plant for 100 KWp in 2013. It began grid connected services for clients through KAS Onsite Power Solutions LLP, a special purpose vehicle in 2015. It expanded the business to Dubai, UAE, through Cleanmax Solar MENA FZCO in 2016. It commissioned the first grid connected STU solar project under group captive mode for 30 MWp in Tamil Nadu for a large datacentre in 2017 and further installed the first STU connected third party open access project in Karnataka in 2018. The Company joined the first solar photovoltaic system leasing and operation agreement in Dubai, UAE in 2018. It signed the first solar project onsite in Thailand through the operating subsidiary, Clean Max Energy (Thailand) Co. Ltd. in 2019. Further, initiated operations in Bangkok, Thailand, through its subsidiary, Clean Max Energy (Thailand) Co. Ltd. It expanded the business into wind power plants by commissioning first wind farm at Hosahalli, Karnataka through Cleanmax Pluto Solar Power LLP in 2019-20. In FY 2021, Company commissioned a wind-solar hybrid (WSH) Farm in Jagalur district of Karnataka with nearly 100 MW capacity and expanded the grid connected STU to Maharashtra, through SPV, Clean Max Light Power LLP. In 2022, it launched Central Transmission Utility of India (CTU) sites and received upto 600 MW connectivity approval for CTU wind site at Koppal, Karnataka. In 2023, it acquired a new carbon business line for green credit trade. It commissioned and installed a 350 MW+ State Transmission Utility (STU) wind-solar hybrid capacity in Gujarat in 2024. It commissioned first onsite solar photovoltaic plant in Bahrain, through Kanoo Clean Max Renewables Asset Co. W.L.L. in 2024. The Company has restructured the business operations of STU to Chhattisgarh and Haryana in FY 2025, reaching a cumulative capacity of 2GW+. Company is planning the IPO by raising an aggregate of Rs 5200 Crore equity shares of Re 1 each, comprising a fresh issue of Rs 1500 Crore and Rs 3700 Crore through offer for sale.

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Strengths vs Risks of Clean Max Enviro Energy Solutions Ltd

Know the pros & cons

Strengths

Comprehensive Suite of Customer-Centric Capabilities Leading to C&I Market Leadership and Strong Customer Relationships.
Timely and Cost-Effective Project Development, Execution and Management Capabilities.
Efficient capital allocation and risk management.
Its People and Culture.

Risks

In Fiscals 2024 and 2023, the company incurred restated loss for the year of Rs.376.43 million and Rs.594.73 million respectively and generated profits in Fiscal 2025. Further, some of Subsidiaries have incurred losses in Fiscals 2025, 2024 and 2023. If the company is unable to generate adequate cash profits and make scheduled loan repayments, the company may not be able to maintain its profitability.
The company faces risk and uncertainties when developing renewable energy projects which could cause delays to the completion of its projects, increase the company's projects costs or result in the short closing of its project capacity, thereby adversely affect the company's cash flows, financial condition and prospects.
The company's operational projects located in the States of Karnataka and Gujarat contributed an aggregate of 78.76%, 79.71% and 66.91% of its revenue from Renewable Energy Power Sales in Fiscals 2025, 2024 and 2023, respectively. Any adverse developments including changes in the regulatory framework affecting such states may have a heightened impact on the company's business, cash flows, financial condition and results of operations.
The company's top 10 customers contributed 36.16%, 45.39% and 44.32% of its Revenue from operations in Fiscals 2025, 2024 and 2023, respectively. The proportion of operational capacity attributed to our top 10 customers is expected to increase as we begin commissioning projects under construction with certain of such customers. Any failures to maintain renew or enter into new engagements with the company's top 10 customers could have a material adverse impact on its operations and financial condition.
The company's PPAs or EAPAs may be terminated by counterparties upon the occurrence of certain events. In the event its PPAs or EAPAs are terminated, and the company is unable to secure a replacement PPA or EAPA in a timely manner or on similar terms, the company's business, results of operations, cash flows and prospects may be adversely affected.
There are outstanding litigation proceedings involving the Company, Subsidiaries, Promoters, Directors and the company's Key Managerial Personnel. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, cash flows, financial condition and results of operations.
Land title in India can be uncertain and the company may not be able to identify or correct defects or irregularities in title to the land which we own, lease or may from time to time acquire in connection with its current or future operations.
The company's ability to deliver projects in a timely manner depends on its ability to secure key equipment from suppliers in a timely manner and the cost of solar modules and wind turbine generators, and any delays in the procurement of such equipment may result in project delays and cost overruns and subject the company to penalties.
The company is developing the company's first CTU project and ISTS project and have not commissioned a CTU project before. Any failures to develop this project successfully could have a material adverse impact on the company's expansion plans, business, results of operations, financial conditions and prospects.
Counterparties to the company's PPAs may not fulfil their obligations, including defaulting on or delaying payments owed, and failures to recover the company's trade receivables may adversely affect its business, results of operations, cash flows and financial condition.
A decline in environmental or physical conditions surrounding our project sites could adversely affect the company's business, cash flows, financial condition and results of operations.
The company's business depends on the regulatory and policy environment affecting the renewable energy sector in India. A change in policy including those resulting in the termination of policy benefits or curtailment of renewable energy generation may adversely affect the company's business.
The scale of the company's business has grown significantly. The company may not be able to sustain such growth rates, and its historical growth rates should not be taken as indicative of the company's future growth prospects.
The company's Revenue from Renewable Energy Power Sales as a percentage of Revenue from operations amounted to 74.03%, 62.33% and 51.08% for Fiscals 2025, 2024 and 2023, respectively. Any disruption in the company's Renewable Energy Power Sales Segment could adversely affect the company's business, financial condition, cash flows and results of operations.
Certain of the company's PPAs and EAPAs may not extend through project lifespans, and challenges in renewing or replacing them on favourable terms could adversely affect its business, results of operations, cash flows, and prospects.
The company is required to provide certain bank guarantees and performance bank guarantees under specific regulatory approvals and certain power purchase agreements. As of March 31, 2025, 2024 and 2023, the company provides corporate guarantees or sponsor support for certain debt of its Subsidiaries. Breach of the conditions set forth therein could lead to the encashment of the company's guarantee which would adversely affect the company's business, results of operation, cash flows and reputation.
The company had Total Borrowings of Rs.79,736.98 million as of March 31, 2025. If the company fails to comply with financial and other covenants under any of the company's financing agreements, the company's business, prospects, financial condition, results of operations and cash flows may be materially and adversely affected.
The company has provided corporate guarantees or sponsor support for certain loans availed by certain of its Subsidiaries from various lenders, mostly in relation to projects under construction. In the event of default by the company's Subsidiaries on their repayment obligations, the company may be required to fulfil our guarantee or sponsor obligations, which could adversely affect its business, cash flows, financial condition and results of operations.
Failures to comply with conditions under captive/group captive norms as per the Electricity Rules, 2005, could lead to imposition of cross-subsidy surcharges and additional surcharges on our commercial and industrial customers, which could result in them terminating their PPAs with the company, thereby adversely affecting the company's business, results of operations, financial condition, cash flows and reputation.
Majority of its power purchase agreements have fixed tariffs and the company does not have the flexibility to charge more if the company's production costs increase. Thus, failure to effectively manage its costs can adversely affect the company's business, results of operations, cash flows and prospects.
Some of the company's Promoters have encumbered certain Equity Shares of the Company held by them in favour of 360 One Prime Limited pursuant to loans availed by KEMPINC LLP from 360 One Prime Limited by way of pledge. Any exercise of such encumbrance by such pledgee could dilute the shareholding of such persons and consequently dilute the aggregate shareholding of some of its Promoters, which may adversely affect the company's business and financial condition.
The company has pledged certain of its shareholding in the company's Subsidiaries in favour of certain lenders. If any event of default arise under the financing agreements, such lenders could invoke the relevant share pledge agreements, adversely affecting our business, results of operations, cash flows and prospects.
Failures to renew the company's lease agreements on competitive terms or early termination of such agreements would adversely affect the company's business, results of operations, cash flows and prospects.
There have been certain instances of delays in payment of statutory dues by the Company and its Subsidiaries. Any further delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on the company's financial condition and cash flows.
The company may be unable to accurately estimate costs for its STU-Capex business contracts, fails to maintain the quality and performance guarantees under such contracts and the company may experience delays in completing the construction of the company's projects, which may increase our construction costs and working capital requirements, and may have a material adverse effect on its financial condition, cash flow and results of operations.
Failures to develop and secure rights to land suitable for the development of the company's solar and wind projects, including converting agricultural land acquired or leased for non-agricultural use, could adversely affect its business, including our ability to generate electricity and mortgage such land or subject us to loan recalls.
The ability to deliver electricity to its various counterparties requires the availability of and access to evacuation infrastructure and transmission systems.
Operational problems may reduce energy production below our expectations. The company performs O&M periodically across all the company's plants. Any significant increase in the company's operation maintenance expenses or any failures to repair operational problems could require the company to expend significant amounts of capital and disrupt the company's operations, which could have a material adverse effect on its business, cash flows, financial condition and results of operations.
The company is required to obtain certain approvals, licenses, registrations and permissions for operating the company's business, and any delay or failures to obtain, renew or maintain necessary such approvals, licenses, registrations and permissions would adversely affect the operation of the company's projects.
The company's assets and operations are subject to certain risks and hazards. The company's insurance coverage may not be adequate, and the company may become subject to higher insurance premiums or less favourable terms under its insurance policies.
The company may suffer significant construction delays and finance or construction cost increases in excess of the company's expectations, leading to time and cost overruns, or the company may not be able to acquire the required land rights which could have a material adverse effect on its business, cash flows, financial condition, results of operations and reputation.
The company operates in a highly competitive industry. The company's failures to continue managing competition could have a material adverse impact on the company's business, financial condition and results of operations.
The company's success depends on the continuing efforts of its Key Managerial Personnel, Members of the Senior Management and other qualified personnel. If the fails to hire, retain or motivate such individuals, the company's business could suffer.
Selling electricity on exchanges carries inherent risks due to the variability and unpredictability of market prices.
The company's Carbon business is a newer business and there is no assurance that the company will be able to grow this business or achieve expected returns.
Changes in technology may render the company's current technologies obsolete or require the company to make substantial capital investments.
The company's operating results may fluctuate from time to time and from quarter to quarter, including as a result of seasonality, which could make the company's future performance difficult to predict.
The company's operations are subject to environmental, health and safety laws and regulations. Additionally, the company is also subject to foreign exchange laws. If the company does not comply with such laws, regulations or permit requirements, the company may be required to pay penalties or fines or curtail or cease the operation of its projects. Violations of environmental and other laws, regulations and permit requirements may also result in criminal sanctions or injunctions.
The company's international operations subject the company to various risks, including unfavourable regulatory, political, currency, tax and labour conditions, which could harm its business, prospects, financial condition, results of operations and cash flows.
If the company is unsuccessful in implementing our growth strategies, which include strategic co-investments, and future collaborations, the company's business, cash flows, financial condition, and results of operations may be adversely affected.
The delay between making upfront investments in the company's wind and solar power projects and receiving revenue could materially and adversely affect its business, cash flows, financial condition and results of operations.
the company is subjecst to credit and performance risks from third party suppliers and contractors.
The company's inability to protect or use the company's intellectual property rights may adversely affect its business.
The company may be subject to labour unrest or stoppages or increased labour costs, and any disputes with its workforce could adversely affect the company's business, cash flows, financial condition and results of operations.
The company relies on its technology infrastructure and any disruptions to the company's technology infrastructure could have a material adverse effect on its business operations, reputation and prospects.
The company has in the past entered into a number of related party transactions and may continue to enter into related party transactions in the future, and there can be no assurance that we could not have achieved more favourable terms if such transactions had not been entered into with related parties.
the company had contingent liabilities as of March 31, 2025. If the company's contingent liabilities materialize, it may affect its results of operations, financial condition and cash flows.
The company's Promoters, will continue to exercise significant influence on account of its shareholding over the Company even after completion of the Offer and its interests may differ from those of the other shareholders.
Conflicts of interest may arise among the company and other affiliates of Brookfield in course of the growth of the company's business.
The company has issued non-convertible debentures which are listed on the BSE. Any failures to comply with applicable rules and regulations may have adverse effect on the company's business, cash flows, financial condition and results of operations.
The company tracks certain operational and non-GAAP measures with internal systems and tools and do not independently verify such measures. Certain of its operational measures are subject to inherent challenges in measurement and any real or perceived inaccuracies in such measures may adversely affect the company's business and reputation.
Management judgement is used when ascertaining the company's funding requirements and the proposed deployment of Net Proceeds. The company's funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency, and its management and Board will have broad discretion over the use of the Net Proceeds. The company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer.
The company cannot assure payment of dividends on the Equity Shares in the future.
Certain sections of this Draft Red Herring Prospectus contain information from the CRISIL Report which has been exclusively commissioned and paid for by the company in relation to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks.
The Company has issued Specified Securities during the preceding twelve months at a price that may be below the Offer Price.
Certain of the company's Promoters, Directors, Key Managerial Personnel members of Senior Management have interests in the Company in addition to their remuneration and reimbursement of expenses.
In the past, the Company has contravened certain provisions of the Companies Act, 2013 in connection with the term of appointment of certain directors. If the company is subject to penalties in the future or other regulatory actions in relation to the non-compliance, the company's reputation, business and results of operations could be adversely affected.
The company is unable to trace certain of the company's historical corporate filings with respect to certain corporate records and secretarial forms filled by the company with the Registrar of Companies. The company cannot assure you that no legal proceedings or regulatory actions will be initiated against the Company in the future in relation to such matters, which may adversely impact its financial condition and reputation.
Fluctuations in foreign currency exchange rates may negatively affect the company's obligation to foreign current indebtedness and could result in exchange losses.
The company is subjects to risks arising from interest rate fluctuations, which could adversely affect the company's results of operations planned expenditures and cash flows.
A portion of the Net Proceeds is proposed to be utilized for repayment and/or pre-payment, in full or part, of all or certain borrowings of the Company from Nomura Capital (India) Private Limited and Nomura Investments (Singapore) Pte Ltd, affiliates of a certain BRLM to the Offer.
In Fiscals 2024 and 2023, the company incurreds restated loss for the year of Rs.76.43 million and Rs.594.73 million respectively and generated profits in Fiscal 2025 and during the six months ended September 30, 2025 and September 30, 2024. Further, some of the company's Subsidiaries have incurred losses in the six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023. If the company is unable to generate adequate cash profits and make scheduled loan repayments, the company may not be able to maintain its profitability.
The company's top 10 customers, all of whom are based in India, contributed 34.95%, 38.55%, 36.16%, 45.39% and 44.32% of the company's Revenue from operations in the six months ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. The proportion of Operational Capacity attributed to its top 10 customers is expected to increase as the company begins commissioning projects under construction with certain of such customers. Any failures to maintain renew or enter into new engagements with its top 10 customers could have a material adverse impact on the company's operations and financial condition.
Our PPAs or EAPAs may be terminated by counterparties upon the occurrence of certain events. In the event our PPAs or EAPAs are terminated, and we are unable to secure a replacement PPA or EAPA in a timely manner or on similar terms, our business, results of operations, cash flows and prospects may be adversely affected.
We are developing our first CTU project and ISTS project and have not commissioned a CTU project before. Any failure to develop this project successfully could have a material adverse impact on our expansion plans, business, results of operations, financial conditions and prospects.
Certain of our PPAs and EAPAs may not extend through project lifespans, and challenges in renewing or replacing them on favourable terms could adversely affect our business, results of operations, cash flows, and prospects.
Some of our Promoters had encumbered certain Equity Shares of our Company held by them in favour of 360 One Prime Limited pursuant to loans availed by one of our Promoters, KEMPINC LLP, from 360 One Prime Limited by way of pledge. Such encumbrance may be created in the future as well. Further, one of our Promoter Group, BGTF Four Holdings (DIFC) Limited, has pledged its entire shareholding in one of our Promoters, BGTF One Holdings (DIFC) Limited. Any exercise of such encumbrance by such pledgee could dilute the shareholding of such persons and consequently dilute the aggregate shareholding of some of our Promoters, which may also result in change in control and adversely affect our business and financial condition.
The company has pledged certain of its shareholding in its Subsidiaries in favour of certain lenders. If any event of default arise under the financing agreements, such lenders could invoke the relevant share pledge agreements, adversely affecting the company's business, results of operations, cash flows and prospects.
The company may be unable to accurately estimate costs for our STU-Capex business contracts, fails to maintain the quality and performance guarantees under such contracts and the company may experience delays in completing the construction of its projects, which may increase its construction costs and working capital requirements, and may have a material adverse effect on the company's financial condition, cash flow and results of operations.
A portion of the Net Proceeds is proposed to be utilized for repayment and/or pre-payment, in full or part, of all or certain borrowings of our Company from Nomura Capital (India) Private Limited and Nomura Investments (Singapore) Pte. Ltd., affiliates of a certain BRLM to the Offer.
We have in the past entered into a number of related party transactions and may continue to enter into related party transactions in the future, and there can be no assurance that we could not have achieved more favourable terms if such transactions had not been entered into with related parties.
Failure to develop and secure rights to land suitable for the development of our solar and wind projects, including converting agricultural land acquired or leased for non-agricultural use, could adversely affect our business, including our ability to generate electricity and mortgage such land or subject us to loan recalls.
Land title in India can be uncertain and we may not be able to identify or correct defects or irregularities in title to the land which we own, lease or may from time to time acquire in connection with our current or future operations.
We are required to obtain certain approvals, licenses, registrations and permissions for operating our business, and any delay or failure to obtain, renew or maintain necessary such approvals, licenses, registrations and permissions would adversely affect the operation of our projects.
We may suffer significant construction delays and finance or construction cost increases in excess of our expectations, leading to time and cost overruns, or we may not be able to acquire the required land rights which could have a material adverse effect on our business, cash flows, financial condition, results of operations and reputation.
We face risk and uncertainties when developing renewable energy projects which could cause delays to the completion of our projects, increase our projects costs or result in the short closing of our project capacity, thereby adversely affect our cash flows, financial condition and prospects.
Selling electricity on exchanges carries inherent risks due to the variability and unpredictability of market prices, and we have limited experience in selling power through exchange.
Our operational projects located in the States of Karnataka and Gujarat contributed an aggregate of 77.16%, 78.76%, 79.71% and 66.91% of our revenue from Renewable Energy Power Sales in the six months ended September 30, 2025, Fiscals 2025, 2024 and 2023, respectively. Any adverse developments including changes in the regulatory framework affecting such states may have a heightened impact on our business, cash flows, financial condition and results of operations.
Our Carbon business is a newer business and there is no assurance that we will be able to grow this business or achieve expected returns.
The delay between making upfront investments in our wind and solar power projects and receiving revenue could materially and adversely affect our business, cash flows, financial condition and results of operations.
Conflicts of interest may arise among us and other affiliates of Brookfield in course of the growth of our business.
We have issued non-convertible debentures which are listed on the BSE. We have in the past been unable to comply with applicable rules and regulations. Such non-compliances may have adverse effect on our business, cash flows, financial condition and results of operations.
In the past, our Company has contravened certain provisions of the Companies Act, 2013 in connection with the term of appointment of certain directors. If we are subject to penalties in the future or other regulatory actions in relation to the non-compliance, our reputation, business and results of operations could be adversely affected.
We are unable to trace certain of our historical corporate filings with respect to certain corporate records and secretarial forms filled by us with the Registrar of Companies. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future in relation to such matters, which may adversely impact our financial condition and reputation.
We have provided corporate guarantees or sponsor support for certain loans availed by certain of our Subsidiaries from various lenders, mostly in relation to projects under construction. In the event of default by our Subsidiaries on their repayment obligations, we may be required to fulfil our guarantee or sponsor obligations, which could adversely affect our business, cash flows, financial condition and results of operations.
There are outstanding litigation proceedings involving our Company, Subsidiaries, Promoters, Directors and our Key Managerial Personnel. The monetary claims in such outstanding proceedings involving our Company disclosed in accordance with SEBI ICDR Regulations and the Materiality Policy, aggregate to approximately 11.36%, 12.86%, 11.61%, 16.26%, and 24.23% of the Net Worth of the Company for the six months period ended September 30, 2025, and September 30, 2024, and the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023, respectively, and any adverse outcome in such proceedings may have an adverse impact on our reputation, business, cash flows, financial condition and results of operations.
Management judgement is used when ascertaining our funding requirements and the proposed deployment of Net Proceeds. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency, and our management and Board will have broad discretion over the use of the Net Proceeds. We have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer. We may incur certain pre-payment penalties for the pre-payment of outstanding borrowings from the Net Proceeds.
Our ability to deliver projects in a timely manner depends on our ability to secure key equipment from suppliers in a timely manner and the cost of solar modules and wind turbine generators, and any delays in the procurement of such equipment may result in project delays and cost overruns and subject us to penalties. While our top-10 suppliers as of September 30, 2025 are based in India, in the future, we may need to source certain supplies from outside India, which may increase our operating and logistic costs.
Counterparties to our PPAs may not fulfil their obligations, including defaulting on or delaying payments owed, and failure to recover our trade receivables may adversely affect our business, results of operations, cash flows and financial condition.
A decline in environmental or physical conditions and seasonal variability surrounding our project sites could adversely affect our business, cash flows, financial condition and results of operations.
Delays or defaults in repayment of the inter-corporate deposits that will be extended by our Company to our Subsidiaries whose borrowings are proposed to be repaid from the Net Proceeds could affect our cash flows and may adversely affect our financial conditions and operations.
Our business depends on the regulatory and policy environment affecting the renewable energy sector in India. A change in policy including those resulting in the termination of policy benefits or curtailment of renewable energy generation may adversely affect our business.
Our Revenue from Renewable Energy Power Sales as a percentage of Revenue from operations amounted to 77.09%, 84.80%, 74.03%, 62.33% and 51.08% for the six months period ended September 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023, respectively. Any disruption in our Renewable Energy Power Sales Segment could adversely affect our business, financial condition, cash flows and results of operations.
We are required to provide certain bank guarantees and performance bank guarantees under specific regulatory approvals and certain power purchase agreements. As of September 30, 2025 and March 31, 2025, 2024 and 2023, we provide corporate guarantees or sponsor support for certain debt of our Subsidiaries. We have seen a period-on-period increase in bank guarantees as a percentage of our total equity. Breach of the conditions set forth therein could lead to the encashment of our guarantee which would adversely affect our business, results of operation, cash flows and reputation.
We had Total Borrowings of Rs. 101,214.60 million as of September 30, 2025. If we fail to comply with financial and other covenants under any of our financing agreements, our business, prospects, financial condition, results of operations and cash flows may be materially and adversely affected Additionally, we have issued and allotted nonconvertible debentures of Rs.4,000.00 million with interest rate of 10.20% per annum for the first 12 months with an incremental interest of 0.25% every quarter till maturity.
The scale of our business has grown significantly. We may not be able to sustain such growth rates, and our historical growth rates should not be taken as indicative of our future growth prospects.
Failure to comply with conditions under captive/group captive norms as per the Electricity Rules, 2005, could lead to imposition of cross-subsidy surcharges and additional surcharges on our commercial and industrial customers, which could result in them terminating their PPAs with us, thereby adversely affecting our business, results of operations, financial condition, cash flows and reputation.
We aim to enter into battery energy storage systems business ("BESS"). Any failure to launch this offering in time or anticipate related costs and challenges could adversely impact our business and financial condition.
Majority of our power purchase agreements have fixed tariffs and we do not have the flexibility to charge more if our production costs increase. Thus, failure to effectively manage our costs can adversely affect our business, results of operations, cash flows and prospects.
Our dependency on leased land has been increasing year-on-year. Failure to renew our lease agreements on competitive terms or early termination of such agreements would adversely affect our business, results of operations, cash flows and prospects.
There have been certain instances of delays in payment of statutory dues by our Company and our Subsidiaries. Any further delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on our financial condition and cash flows.
We operate in a capital-intensive industry, requiring significant upfront investment for project development and construction. Any failure to source adequate funding on time or at all could adversely impact our business and financial condition.
The ability to deliver electricity to our various counterparties requires the availability of and access to evacuation infrastructure and transmission systems.
Operational problems may reduce energy production below our expectations. We perform O&M periodically across all our plants. Any significant increase in our operation maintenance expenses or any failure to repair operational problems could require us to expend significant amounts of capital and disrupt our operations, which could have a material adverse effect on our business, cash flows, financial condition and results of operations.
Our assets and operations are subject to certain risks and hazards. Our insurance coverage may not be adequate, and we may become subject to higher insurance premiums or less favourable terms under our insurance policies.
We operate in a highly competitive industry. Our failure to continue managing competition could have a material adverse impact on our business, financial condition and results of operations.
Our operations are distinct from utility-scale renewable energy developers as we do not participate in competitive tenders with state owned distribution companies. As a result, we are exposed to risks related to contract negotiations and demand for our services.
Our success depends on continued service and performance of our Key Managerial Personnel, Members of the Senior Management and other qualified personnel. If we fail to hire, retain or motivate such individuals, our business could suffer.
We may need to offer attractive compensation and other benefits packages, including share-based compensation, to attract and retain our employees. If we are unable to attract employees, we may need to continue to incur additional expenses which could impact our financial condition and results of operations.
Our cash flows from operating activities have fluctuated year-on-year. If such fluctuations continue, it could have an adverse impact on our cash flows and financial condition.
Changes in technology may render our current technologies obsolete or require us to make substantial capital investments. We may have limited experience in operating new technology, such as new wind turbines of 5 MW.
Our operations are subject to environmental, health and safety laws and regulations. Additionally, we are also subject to foreign exchange laws. If we do not comply with such laws, regulations or permit requirements, we may be required to pay penalties or fines or curtail or cease the operation of our projects. Violations of environmental and other laws, regulations and permit requirements may also result in criminal sanctions or injunctions.
We track certain operational and financial metrics which have not been disclosed by our peers, and investors may not be able to compare our performance with that of our peers.
Our international operations subject us to various risks, including unfavourable regulatory, political, currency, tax and labour conditions, which could harm our business, prospects, financial condition, results of operations and cash flows.
If we are unsuccessful in implementing our growth strategies, which include strategic co-investments, and future collaborations, our business, cash flows, financial condition, and results of operations may be adversely affected.
We are subject to credit and performance risks from third party suppliers and contractors.
Our inability to protect or use our intellectual property rights may adversely affect our business.
We may be subject to labour unrest or stoppages or increased labour costs, and any disputes with our workforce could adversely affect our business, cash flows, financial condition and results of operations.
We rely on our technology infrastructure and any disruptions to our technology infrastructure could have a material adverse effect on our business operations, reputation and prospects.
We had contingent liabilities as of September 30, 2025 and March 31, 2025. If our contingent liabilities materialize, it may affect our results of operations, financial condition and cash flows.
Our Promoters, will continue to exercise significant influence on account of its shareholding over our Company even after completion of the Offer and its interests may differ from those of the other shareholders.
We track certain operational and non-GAAP metrics with internal systems and tools that are not independently verified by third parties. Certain of our operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.
We cannot assure payment of dividends on the Equity Shares in the future.
Certain sections of this Red Herring Prospectus contain information from the CRISIL Report which has been exclusively commissioned and paid for by us in relation to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks.
Our Company has issued Specified Securities during the preceding twelve months at a price that may be below the Offer Price.
Certain of our Promoters, Directors, Key Managerial Personnel members of Senior Management have interests in our Company in addition to their remuneration and reimbursement of expenses.
Fluctuations in foreign currency exchange rates may negatively affect our obligation to foreign current indebtedness and could result in exchange losses.

Clean Max Enviro Energy Solutions Ltd Peer Comparison

Understand the company’s industry standing

Clean Max Enviro Energy Solutions Ltd

ACME Solar Holdings Ltd

NTPC Green Energy Ltd

Face Value

Standalone / Consolidated

Consolidated

Total Income Rs. Cr.

1495.7

1405.13

2209.64

EPS-Basis

2.88

4.55

0.67

EPS-Diluted

2.79

4.53

0.67

NAV Per Share

250.93

74.54

21.88

P/E-Basic EPS

---

49.46

132.94

P/E-Diluted EPS

---

RONW(%)

1.09

5.59

2.58

Latest NAV Period

---

Latest NAV

---

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The IPO opens on 23 Feb 2026 & closes on 25 Feb 2026.

Clean Max Enviro Energy Solutions Ltd IPO will close on 25 Feb 2026.

Comprehensive Suite of Customer-Centric Capabilities Leading to C&I Market Leadership and Strong Customer Relationships.
Timely and Cost-Effective Project Development, Execution and Management Capabilities.
Efficient capital allocation and risk management.
Its People and Culture.

S.No	Promoters Name	Pre Issue Shares	Pre Issue Percentage	Post Issue Shares	Post Issue Percentage
1	Kuldeep Jain	11675640	10.98	9634299	8.18
2	Pratap Jain	50000	0.05	50000	0.04
3	Nidhi Jain	501300	0.47	501300	0.43
4	BGTF One Holdings (DIFC) Limit	33417101	31.42	21906142	21.15
5	Kempinc LLP	13678677	12.86	12991320	11.03
6	Rikhab Investments B.V.	9795900	9.21	9795900	8.32

In Fiscals 2024 and 2023, the company incurred restated loss for the year of Rs.376.43 million and Rs.594.73 million respectively and generated profits in Fiscal 2025. Further, some of Subsidiaries have incurred losses in Fiscals 2025, 2024 and 2023. If the company is unable to generate adequate cash profits and make scheduled loan repayments, the company may not be able to maintain its profitability.
The company faces risk and uncertainties when developing renewable energy projects which could cause delays to the completion of its projects, increase the company's projects costs or result in the short closing of its project capacity, thereby adversely affect the company's cash flows, financial condition and prospects.
The company's operational projects located in the States of Karnataka and Gujarat contributed an aggregate of 78.76%, 79.71% and 66.91% of its revenue from Renewable Energy Power Sales in Fiscals 2025, 2024 and 2023, respectively. Any adverse developments including changes in the regulatory framework affecting such states may have a heightened impact on the company's business, cash flows, financial condition and results of operations.
The company's top 10 customers contributed 36.16%, 45.39% and 44.32% of its Revenue from operations in Fiscals 2025, 2024 and 2023, respectively. The proportion of operational capacity attributed to our top 10 customers is expected to increase as we begin commissioning projects under construction with certain of such customers. Any failures to maintain renew or enter into new engagements with the company's top 10 customers could have a material adverse impact on its operations and financial condition.
The company's PPAs or EAPAs may be terminated by counterparties upon the occurrence of certain events. In the event its PPAs or EAPAs are terminated, and the company is unable to secure a replacement PPA or EAPA in a timely manner or on similar terms, the company's business, results of operations, cash flows and prospects may be adversely affected.
There are outstanding litigation proceedings involving the Company, Subsidiaries, Promoters, Directors and the company's Key Managerial Personnel. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, cash flows, financial condition and results of operations.
Land title in India can be uncertain and the company may not be able to identify or correct defects or irregularities in title to the land which we own, lease or may from time to time acquire in connection with its current or future operations.
The company's ability to deliver projects in a timely manner depends on its ability to secure key equipment from suppliers in a timely manner and the cost of solar modules and wind turbine generators, and any delays in the procurement of such equipment may result in project delays and cost overruns and subject the company to penalties.
The company is developing the company's first CTU project and ISTS project and have not commissioned a CTU project before. Any failures to develop this project successfully could have a material adverse impact on the company's expansion plans, business, results of operations, financial conditions and prospects.
Counterparties to the company's PPAs may not fulfil their obligations, including defaulting on or delaying payments owed, and failures to recover the company's trade receivables may adversely affect its business, results of operations, cash flows and financial condition.
A decline in environmental or physical conditions surrounding our project sites could adversely affect the company's business, cash flows, financial condition and results of operations.
The company's business depends on the regulatory and policy environment affecting the renewable energy sector in India. A change in policy including those resulting in the termination of policy benefits or curtailment of renewable energy generation may adversely affect the company's business.
The scale of the company's business has grown significantly. The company may not be able to sustain such growth rates, and its historical growth rates should not be taken as indicative of the company's future growth prospects.
The company's Revenue from Renewable Energy Power Sales as a percentage of Revenue from operations amounted to 74.03%, 62.33% and 51.08% for Fiscals 2025, 2024 and 2023, respectively. Any disruption in the company's Renewable Energy Power Sales Segment could adversely affect the company's business, financial condition, cash flows and results of operations.
Certain of the company's PPAs and EAPAs may not extend through project lifespans, and challenges in renewing or replacing them on favourable terms could adversely affect its business, results of operations, cash flows, and prospects.
The company is required to provide certain bank guarantees and performance bank guarantees under specific regulatory approvals and certain power purchase agreements. As of March 31, 2025, 2024 and 2023, the company provides corporate guarantees or sponsor support for certain debt of its Subsidiaries. Breach of the conditions set forth therein could lead to the encashment of the company's guarantee which would adversely affect the company's business, results of operation, cash flows and reputation.
The company had Total Borrowings of Rs.79,736.98 million as of March 31, 2025. If the company fails to comply with financial and other covenants under any of the company's financing agreements, the company's business, prospects, financial condition, results of operations and cash flows may be materially and adversely affected.
The company has provided corporate guarantees or sponsor support for certain loans availed by certain of its Subsidiaries from various lenders, mostly in relation to projects under construction. In the event of default by the company's Subsidiaries on their repayment obligations, the company may be required to fulfil our guarantee or sponsor obligations, which could adversely affect its business, cash flows, financial condition and results of operations.
Failures to comply with conditions under captive/group captive norms as per the Electricity Rules, 2005, could lead to imposition of cross-subsidy surcharges and additional surcharges on our commercial and industrial customers, which could result in them terminating their PPAs with the company, thereby adversely affecting the company's business, results of operations, financial condition, cash flows and reputation.
Majority of its power purchase agreements have fixed tariffs and the company does not have the flexibility to charge more if the company's production costs increase. Thus, failure to effectively manage its costs can adversely affect the company's business, results of operations, cash flows and prospects.
Some of the company's Promoters have encumbered certain Equity Shares of the Company held by them in favour of 360 One Prime Limited pursuant to loans availed by KEMPINC LLP from 360 One Prime Limited by way of pledge. Any exercise of such encumbrance by such pledgee could dilute the shareholding of such persons and consequently dilute the aggregate shareholding of some of its Promoters, which may adversely affect the company's business and financial condition.
The company has pledged certain of its shareholding in the company's Subsidiaries in favour of certain lenders. If any event of default arise under the financing agreements, such lenders could invoke the relevant share pledge agreements, adversely affecting our business, results of operations, cash flows and prospects.
Failures to renew the company's lease agreements on competitive terms or early termination of such agreements would adversely affect the company's business, results of operations, cash flows and prospects.
There have been certain instances of delays in payment of statutory dues by the Company and its Subsidiaries. Any further delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on the company's financial condition and cash flows.
The company may be unable to accurately estimate costs for its STU-Capex business contracts, fails to maintain the quality and performance guarantees under such contracts and the company may experience delays in completing the construction of the company's projects, which may increase our construction costs and working capital requirements, and may have a material adverse effect on its financial condition, cash flow and results of operations.
Failures to develop and secure rights to land suitable for the development of the company's solar and wind projects, including converting agricultural land acquired or leased for non-agricultural use, could adversely affect its business, including our ability to generate electricity and mortgage such land or subject us to loan recalls.
The ability to deliver electricity to its various counterparties requires the availability of and access to evacuation infrastructure and transmission systems.
Operational problems may reduce energy production below our expectations. The company performs O&M periodically across all the company's plants. Any significant increase in the company's operation maintenance expenses or any failures to repair operational problems could require the company to expend significant amounts of capital and disrupt the company's operations, which could have a material adverse effect on its business, cash flows, financial condition and results of operations.
The company is required to obtain certain approvals, licenses, registrations and permissions for operating the company's business, and any delay or failures to obtain, renew or maintain necessary such approvals, licenses, registrations and permissions would adversely affect the operation of the company's projects.
The company's assets and operations are subject to certain risks and hazards. The company's insurance coverage may not be adequate, and the company may become subject to higher insurance premiums or less favourable terms under its insurance policies.
The company may suffer significant construction delays and finance or construction cost increases in excess of the company's expectations, leading to time and cost overruns, or the company may not be able to acquire the required land rights which could have a material adverse effect on its business, cash flows, financial condition, results of operations and reputation.
The company operates in a highly competitive industry. The company's failures to continue managing competition could have a material adverse impact on the company's business, financial condition and results of operations.
The company's success depends on the continuing efforts of its Key Managerial Personnel, Members of the Senior Management and other qualified personnel. If the fails to hire, retain or motivate such individuals, the company's business could suffer.
Selling electricity on exchanges carries inherent risks due to the variability and unpredictability of market prices.
The company's Carbon business is a newer business and there is no assurance that the company will be able to grow this business or achieve expected returns.
Changes in technology may render the company's current technologies obsolete or require the company to make substantial capital investments.
The company's operating results may fluctuate from time to time and from quarter to quarter, including as a result of seasonality, which could make the company's future performance difficult to predict.
The company's operations are subject to environmental, health and safety laws and regulations. Additionally, the company is also subject to foreign exchange laws. If the company does not comply with such laws, regulations or permit requirements, the company may be required to pay penalties or fines or curtail or cease the operation of its projects. Violations of environmental and other laws, regulations and permit requirements may also result in criminal sanctions or injunctions.
The company's international operations subject the company to various risks, including unfavourable regulatory, political, currency, tax and labour conditions, which could harm its business, prospects, financial condition, results of operations and cash flows.
If the company is unsuccessful in implementing our growth strategies, which include strategic co-investments, and future collaborations, the company's business, cash flows, financial condition, and results of operations may be adversely affected.
The delay between making upfront investments in the company's wind and solar power projects and receiving revenue could materially and adversely affect its business, cash flows, financial condition and results of operations.
the company is subjecst to credit and performance risks from third party suppliers and contractors.
The company's inability to protect or use the company's intellectual property rights may adversely affect its business.
The company may be subject to labour unrest or stoppages or increased labour costs, and any disputes with its workforce could adversely affect the company's business, cash flows, financial condition and results of operations.
The company relies on its technology infrastructure and any disruptions to the company's technology infrastructure could have a material adverse effect on its business operations, reputation and prospects.
The company has in the past entered into a number of related party transactions and may continue to enter into related party transactions in the future, and there can be no assurance that we could not have achieved more favourable terms if such transactions had not been entered into with related parties.
the company had contingent liabilities as of March 31, 2025. If the company's contingent liabilities materialize, it may affect its results of operations, financial condition and cash flows.
The company's Promoters, will continue to exercise significant influence on account of its shareholding over the Company even after completion of the Offer and its interests may differ from those of the other shareholders.
Conflicts of interest may arise among the company and other affiliates of Brookfield in course of the growth of the company's business.
The company has issued non-convertible debentures which are listed on the BSE. Any failures to comply with applicable rules and regulations may have adverse effect on the company's business, cash flows, financial condition and results of operations.
The company tracks certain operational and non-GAAP measures with internal systems and tools and do not independently verify such measures. Certain of its operational measures are subject to inherent challenges in measurement and any real or perceived inaccuracies in such measures may adversely affect the company's business and reputation.
Management judgement is used when ascertaining the company's funding requirements and the proposed deployment of Net Proceeds. The company's funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency, and its management and Board will have broad discretion over the use of the Net Proceeds. The company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer.
The company cannot assure payment of dividends on the Equity Shares in the future.
Certain sections of this Draft Red Herring Prospectus contain information from the CRISIL Report which has been exclusively commissioned and paid for by the company in relation to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks.
The Company has issued Specified Securities during the preceding twelve months at a price that may be below the Offer Price.
Certain of the company's Promoters, Directors, Key Managerial Personnel members of Senior Management have interests in the Company in addition to their remuneration and reimbursement of expenses.
In the past, the Company has contravened certain provisions of the Companies Act, 2013 in connection with the term of appointment of certain directors. If the company is subject to penalties in the future or other regulatory actions in relation to the non-compliance, the company's reputation, business and results of operations could be adversely affected.
The company is unable to trace certain of the company's historical corporate filings with respect to certain corporate records and secretarial forms filled by the company with the Registrar of Companies. The company cannot assure you that no legal proceedings or regulatory actions will be initiated against the Company in the future in relation to such matters, which may adversely impact its financial condition and reputation.
Fluctuations in foreign currency exchange rates may negatively affect the company's obligation to foreign current indebtedness and could result in exchange losses.
The company is subjects to risks arising from interest rate fluctuations, which could adversely affect the company's results of operations planned expenditures and cash flows.
A portion of the Net Proceeds is proposed to be utilized for repayment and/or pre-payment, in full or part, of all or certain borrowings of the Company from Nomura Capital (India) Private Limited and Nomura Investments (Singapore) Pte Ltd, affiliates of a certain BRLM to the Offer.
In Fiscals 2024 and 2023, the company incurreds restated loss for the year of Rs.76.43 million and Rs.594.73 million respectively and generated profits in Fiscal 2025 and during the six months ended September 30, 2025 and September 30, 2024. Further, some of the company's Subsidiaries have incurred losses in the six months ended September 30, 2025 and Fiscals 2025, 2024 and 2023. If the company is unable to generate adequate cash profits and make scheduled loan repayments, the company may not be able to maintain its profitability.
The company's top 10 customers, all of whom are based in India, contributed 34.95%, 38.55%, 36.16%, 45.39% and 44.32% of the company's Revenue from operations in the six months ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. The proportion of Operational Capacity attributed to its top 10 customers is expected to increase as the company begins commissioning projects under construction with certain of such customers. Any failures to maintain renew or enter into new engagements with its top 10 customers could have a material adverse impact on the company's operations and financial condition.
Our PPAs or EAPAs may be terminated by counterparties upon the occurrence of certain events. In the event our PPAs or EAPAs are terminated, and we are unable to secure a replacement PPA or EAPA in a timely manner or on similar terms, our business, results of operations, cash flows and prospects may be adversely affected.
We are developing our first CTU project and ISTS project and have not commissioned a CTU project before. Any failure to develop this project successfully could have a material adverse impact on our expansion plans, business, results of operations, financial conditions and prospects.
Certain of our PPAs and EAPAs may not extend through project lifespans, and challenges in renewing or replacing them on favourable terms could adversely affect our business, results of operations, cash flows, and prospects.
Some of our Promoters had encumbered certain Equity Shares of our Company held by them in favour of 360 One Prime Limited pursuant to loans availed by one of our Promoters, KEMPINC LLP, from 360 One Prime Limited by way of pledge. Such encumbrance may be created in the future as well. Further, one of our Promoter Group, BGTF Four Holdings (DIFC) Limited, has pledged its entire shareholding in one of our Promoters, BGTF One Holdings (DIFC) Limited. Any exercise of such encumbrance by such pledgee could dilute the shareholding of such persons and consequently dilute the aggregate shareholding of some of our Promoters, which may also result in change in control and adversely affect our business and financial condition.
The company has pledged certain of its shareholding in its Subsidiaries in favour of certain lenders. If any event of default arise under the financing agreements, such lenders could invoke the relevant share pledge agreements, adversely affecting the company's business, results of operations, cash flows and prospects.
The company may be unable to accurately estimate costs for our STU-Capex business contracts, fails to maintain the quality and performance guarantees under such contracts and the company may experience delays in completing the construction of its projects, which may increase its construction costs and working capital requirements, and may have a material adverse effect on the company's financial condition, cash flow and results of operations.
A portion of the Net Proceeds is proposed to be utilized for repayment and/or pre-payment, in full or part, of all or certain borrowings of our Company from Nomura Capital (India) Private Limited and Nomura Investments (Singapore) Pte. Ltd., affiliates of a certain BRLM to the Offer.
We have in the past entered into a number of related party transactions and may continue to enter into related party transactions in the future, and there can be no assurance that we could not have achieved more favourable terms if such transactions had not been entered into with related parties.
Failure to develop and secure rights to land suitable for the development of our solar and wind projects, including converting agricultural land acquired or leased for non-agricultural use, could adversely affect our business, including our ability to generate electricity and mortgage such land or subject us to loan recalls.
Land title in India can be uncertain and we may not be able to identify or correct defects or irregularities in title to the land which we own, lease or may from time to time acquire in connection with our current or future operations.
We are required to obtain certain approvals, licenses, registrations and permissions for operating our business, and any delay or failure to obtain, renew or maintain necessary such approvals, licenses, registrations and permissions would adversely affect the operation of our projects.
We may suffer significant construction delays and finance or construction cost increases in excess of our expectations, leading to time and cost overruns, or we may not be able to acquire the required land rights which could have a material adverse effect on our business, cash flows, financial condition, results of operations and reputation.
We face risk and uncertainties when developing renewable energy projects which could cause delays to the completion of our projects, increase our projects costs or result in the short closing of our project capacity, thereby adversely affect our cash flows, financial condition and prospects.
Selling electricity on exchanges carries inherent risks due to the variability and unpredictability of market prices, and we have limited experience in selling power through exchange.
Our operational projects located in the States of Karnataka and Gujarat contributed an aggregate of 77.16%, 78.76%, 79.71% and 66.91% of our revenue from Renewable Energy Power Sales in the six months ended September 30, 2025, Fiscals 2025, 2024 and 2023, respectively. Any adverse developments including changes in the regulatory framework affecting such states may have a heightened impact on our business, cash flows, financial condition and results of operations.
Our Carbon business is a newer business and there is no assurance that we will be able to grow this business or achieve expected returns.
The delay between making upfront investments in our wind and solar power projects and receiving revenue could materially and adversely affect our business, cash flows, financial condition and results of operations.
Conflicts of interest may arise among us and other affiliates of Brookfield in course of the growth of our business.
We have issued non-convertible debentures which are listed on the BSE. We have in the past been unable to comply with applicable rules and regulations. Such non-compliances may have adverse effect on our business, cash flows, financial condition and results of operations.
In the past, our Company has contravened certain provisions of the Companies Act, 2013 in connection with the term of appointment of certain directors. If we are subject to penalties in the future or other regulatory actions in relation to the non-compliance, our reputation, business and results of operations could be adversely affected.
We are unable to trace certain of our historical corporate filings with respect to certain corporate records and secretarial forms filled by us with the Registrar of Companies. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future in relation to such matters, which may adversely impact our financial condition and reputation.
We have provided corporate guarantees or sponsor support for certain loans availed by certain of our Subsidiaries from various lenders, mostly in relation to projects under construction. In the event of default by our Subsidiaries on their repayment obligations, we may be required to fulfil our guarantee or sponsor obligations, which could adversely affect our business, cash flows, financial condition and results of operations.
There are outstanding litigation proceedings involving our Company, Subsidiaries, Promoters, Directors and our Key Managerial Personnel. The monetary claims in such outstanding proceedings involving our Company disclosed in accordance with SEBI ICDR Regulations and the Materiality Policy, aggregate to approximately 11.36%, 12.86%, 11.61%, 16.26%, and 24.23% of the Net Worth of the Company for the six months period ended September 30, 2025, and September 30, 2024, and the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023, respectively, and any adverse outcome in such proceedings may have an adverse impact on our reputation, business, cash flows, financial condition and results of operations.
Management judgement is used when ascertaining our funding requirements and the proposed deployment of Net Proceeds. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency, and our management and Board will have broad discretion over the use of the Net Proceeds. We have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer. We may incur certain pre-payment penalties for the pre-payment of outstanding borrowings from the Net Proceeds.
Our ability to deliver projects in a timely manner depends on our ability to secure key equipment from suppliers in a timely manner and the cost of solar modules and wind turbine generators, and any delays in the procurement of such equipment may result in project delays and cost overruns and subject us to penalties. While our top-10 suppliers as of September 30, 2025 are based in India, in the future, we may need to source certain supplies from outside India, which may increase our operating and logistic costs.
Counterparties to our PPAs may not fulfil their obligations, including defaulting on or delaying payments owed, and failure to recover our trade receivables may adversely affect our business, results of operations, cash flows and financial condition.
A decline in environmental or physical conditions and seasonal variability surrounding our project sites could adversely affect our business, cash flows, financial condition and results of operations.
Delays or defaults in repayment of the inter-corporate deposits that will be extended by our Company to our Subsidiaries whose borrowings are proposed to be repaid from the Net Proceeds could affect our cash flows and may adversely affect our financial conditions and operations.
Our business depends on the regulatory and policy environment affecting the renewable energy sector in India. A change in policy including those resulting in the termination of policy benefits or curtailment of renewable energy generation may adversely affect our business.
Our Revenue from Renewable Energy Power Sales as a percentage of Revenue from operations amounted to 77.09%, 84.80%, 74.03%, 62.33% and 51.08% for the six months period ended September 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023, respectively. Any disruption in our Renewable Energy Power Sales Segment could adversely affect our business, financial condition, cash flows and results of operations.
We are required to provide certain bank guarantees and performance bank guarantees under specific regulatory approvals and certain power purchase agreements. As of September 30, 2025 and March 31, 2025, 2024 and 2023, we provide corporate guarantees or sponsor support for certain debt of our Subsidiaries. We have seen a period-on-period increase in bank guarantees as a percentage of our total equity. Breach of the conditions set forth therein could lead to the encashment of our guarantee which would adversely affect our business, results of operation, cash flows and reputation.
We had Total Borrowings of Rs. 101,214.60 million as of September 30, 2025. If we fail to comply with financial and other covenants under any of our financing agreements, our business, prospects, financial condition, results of operations and cash flows may be materially and adversely affected Additionally, we have issued and allotted nonconvertible debentures of Rs.4,000.00 million with interest rate of 10.20% per annum for the first 12 months with an incremental interest of 0.25% every quarter till maturity.
The scale of our business has grown significantly. We may not be able to sustain such growth rates, and our historical growth rates should not be taken as indicative of our future growth prospects.
Failure to comply with conditions under captive/group captive norms as per the Electricity Rules, 2005, could lead to imposition of cross-subsidy surcharges and additional surcharges on our commercial and industrial customers, which could result in them terminating their PPAs with us, thereby adversely affecting our business, results of operations, financial condition, cash flows and reputation.
We aim to enter into battery energy storage systems business ("BESS"). Any failure to launch this offering in time or anticipate related costs and challenges could adversely impact our business and financial condition.
Majority of our power purchase agreements have fixed tariffs and we do not have the flexibility to charge more if our production costs increase. Thus, failure to effectively manage our costs can adversely affect our business, results of operations, cash flows and prospects.
Our dependency on leased land has been increasing year-on-year. Failure to renew our lease agreements on competitive terms or early termination of such agreements would adversely affect our business, results of operations, cash flows and prospects.
There have been certain instances of delays in payment of statutory dues by our Company and our Subsidiaries. Any further delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on our financial condition and cash flows.
We operate in a capital-intensive industry, requiring significant upfront investment for project development and construction. Any failure to source adequate funding on time or at all could adversely impact our business and financial condition.
The ability to deliver electricity to our various counterparties requires the availability of and access to evacuation infrastructure and transmission systems.
Operational problems may reduce energy production below our expectations. We perform O&M periodically across all our plants. Any significant increase in our operation maintenance expenses or any failure to repair operational problems could require us to expend significant amounts of capital and disrupt our operations, which could have a material adverse effect on our business, cash flows, financial condition and results of operations.
Our assets and operations are subject to certain risks and hazards. Our insurance coverage may not be adequate, and we may become subject to higher insurance premiums or less favourable terms under our insurance policies.
We operate in a highly competitive industry. Our failure to continue managing competition could have a material adverse impact on our business, financial condition and results of operations.
Our operations are distinct from utility-scale renewable energy developers as we do not participate in competitive tenders with state owned distribution companies. As a result, we are exposed to risks related to contract negotiations and demand for our services.
Our success depends on continued service and performance of our Key Managerial Personnel, Members of the Senior Management and other qualified personnel. If we fail to hire, retain or motivate such individuals, our business could suffer.
We may need to offer attractive compensation and other benefits packages, including share-based compensation, to attract and retain our employees. If we are unable to attract employees, we may need to continue to incur additional expenses which could impact our financial condition and results of operations.
Our cash flows from operating activities have fluctuated year-on-year. If such fluctuations continue, it could have an adverse impact on our cash flows and financial condition.
Changes in technology may render our current technologies obsolete or require us to make substantial capital investments. We may have limited experience in operating new technology, such as new wind turbines of 5 MW.
Our operations are subject to environmental, health and safety laws and regulations. Additionally, we are also subject to foreign exchange laws. If we do not comply with such laws, regulations or permit requirements, we may be required to pay penalties or fines or curtail or cease the operation of our projects. Violations of environmental and other laws, regulations and permit requirements may also result in criminal sanctions or injunctions.
We track certain operational and financial metrics which have not been disclosed by our peers, and investors may not be able to compare our performance with that of our peers.
Our international operations subject us to various risks, including unfavourable regulatory, political, currency, tax and labour conditions, which could harm our business, prospects, financial condition, results of operations and cash flows.
If we are unsuccessful in implementing our growth strategies, which include strategic co-investments, and future collaborations, our business, cash flows, financial condition, and results of operations may be adversely affected.
We are subject to credit and performance risks from third party suppliers and contractors.
Our inability to protect or use our intellectual property rights may adversely affect our business.
We may be subject to labour unrest or stoppages or increased labour costs, and any disputes with our workforce could adversely affect our business, cash flows, financial condition and results of operations.
We rely on our technology infrastructure and any disruptions to our technology infrastructure could have a material adverse effect on our business operations, reputation and prospects.
We had contingent liabilities as of September 30, 2025 and March 31, 2025. If our contingent liabilities materialize, it may affect our results of operations, financial condition and cash flows.
Our Promoters, will continue to exercise significant influence on account of its shareholding over our Company even after completion of the Offer and its interests may differ from those of the other shareholders.
We track certain operational and non-GAAP metrics with internal systems and tools that are not independently verified by third parties. Certain of our operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation.
We cannot assure payment of dividends on the Equity Shares in the future.
Certain sections of this Red Herring Prospectus contain information from the CRISIL Report which has been exclusively commissioned and paid for by us in relation to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks.
Our Company has issued Specified Securities during the preceding twelve months at a price that may be below the Offer Price.
Certain of our Promoters, Directors, Key Managerial Personnel members of Senior Management have interests in our Company in addition to their remuneration and reimbursement of expenses.
Fluctuations in foreign currency exchange rates may negatively affect our obligation to foreign current indebtedness and could result in exchange losses.

The Issue type of Clean Max Enviro Energy Solutions Ltd is Book Building.

The minimum application for shares of Clean Max Enviro Energy Solutions Ltd is 14.

The total shares issue of Clean Max Enviro Energy Solutions Ltd is 29315993.

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