Clean Max Enviro IPO

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.

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.

There are outstanding litigation proceedings involving our Company, Subsidiaries, Promoters, Directors and our Key Managerial Personnel. The monetary claims in such outstanding proceedings involving the 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 the company`s 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. 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 our 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 may incur certain pre-payment penalties for the pre-payment of outstanding borrowings from the Net Proceeds.

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.