The Board of Directors of the Company comprises of
following Directors and KMPs as on 31 March 2024:

The following are the changes in the Board position
until 12 August 2024 and were in compliance with the
provisions of the Companies Act, 2013:

i. Ms. Deepa Agar Hingorani (DIN: 00206310), a
nominee of Augment India I Holdings, LLC,
tendered her resignation, vide resignation letter
dated 12 May 2023, from the directorship of the
Company with effect from the close of business
hours of 25 May 2023. she was nominated by
Augment India I holdings LLC pursuant to the
amended and restated shareholder's agreement
dated December 10, 2021 executed by and
amongst Augment India I holdings LLC, DSDG
Holdings APS, UK Climate Investments Apollo
Limited, the Company, Mr. Kuldeep Jain, Ms. Nidhi
Jain and KEMPINC LLP and had tendered her

resignation to the Board with effect to the first
closing Board Meeting dated April 22, 2023 and
amended by the amendment agreement dated
May 04, 2023, executed by and amongst the
Company, Mr. Kuldeep Jain and BGTF One
Holdings (DIFC) Limited;

ii. Mr. Krishna Subramanian Iyer, (DIN: 07570934),
appointed as a non-executive additional director in
the Board meeting held on 25 May 2023 and
appointed as a Director in the extra-ordinary
general meeting held on the same day i.e. 25 May
2023 as a non-executive director;

iii. Mr. Nawal Saini, (DIN: 08259154), appointed as a
non-executive additional director in the Board
meeting held on 25 May 2023 and appointed as a
Director in the extra-ordinary general meeting
held on the same day i.e. 25 May 2023 as a
non-executive director;

iv. Mr. Sridhar Rengan, (DIN: 03139082), appointed as
a non-executive additional director in the Board
meeting held on 25 May 2023 and regularised in
the extra-ordinary general meeting held on the
same day i.e. 25 May 2023 as a non-executive
director;

v. Mr. Sarath Ruthvic Prabhala, (DIN: 10155750),
appointed as a non-executive additional director in
the Board meeting held on 25 May 2023 and
appointed as a Directorin the extra-ordinary
general meeting held on the same day i.e. 25 May
2023;

vi. Ms. Deepa Agar Hingorani, (DIN: 00206310),
appointed as a non-executive additional director in
the Board meeting held on 25 May 2023 with effect
from the close of business hours of 25 May 2023
and regularised in the extra-ordinary general
meeting held on the same day i.e. 25 May 2023 with
effect from the close of business hours of 25 May

2023. Further, Ms. Deepa Agar Hingorani
pursuant to and as per the terms of the Amended
and Restated Shareholders' Agreement dated
April 22, 2023, entered into by and amongst the
Company, BGTF One Holdings (DIFC) Limited,
Augment India I Holdings, LLC, DSDG Holding
APS (“IFU”), UK Climate Investments Apollo
Limited, KEMPINC, LLP, Mr. Kuldeep Jain and
Mrs. Nidhi Jain, the Company was required to
appoint directors nominated by IFU as
non-executive directors on the Board of the
Company.

vii. Ms. Deepa Agar Hingorani (DIN: 00206310)
tendered her resignation, vide resignation letter
dated 17 October 2023, from the directorship of
the Company with effect from the close of
business hours of 26 October 2023;

viii. Mr. Christoph Maria Wolf (DIN: 06758229), an
Independent Director, tendered his resignation,
vide resignation letter dated 19 October 2023,
from the directorship of the Company with effect
from the close of business hours of 26 October
2023;

ix. Mr. Somak Biman Ghosh (DIN: 01092116), an
Independent Director, tendered his resignation,
vide resignation letter dated 19 October 2023,
from the directorship of the Company with effect
from the close of business hours of 26 October
2023;

x. Mr. Viktor Yuryevich Kats (DIN: 09274441), a
nominee of Augment India I Holdings LLC, has
tendered his resignation, vide resignation letter
dated 25 October 2023, from the directorship of
the Company with effect from the close of
business hours of 26 October 2023;

xi. Mr. Murzash Manekshana, (DIN: 00207311),
appointed as a non-executive additional director in
the Board meeting held on 26 October 2023 and
appointed as a Directorin the extra-ordinary
general meeting held on the same day i.e. 26
October 2023;

xii. Ms. Tanya Mehta, (DIN: 10335628), appointed as a
non-executive additional director in the Board
meeting held on 26 October 2023 and appointed
as a Directorin the extra-ordinary general meeting
held on the same day i.e. 26 October 2023;

xiii. Mr. Richard Abel (DIN: 08044310), a nominee of UK
Climate Investments Apollo Limited (UKCI),
tendered his resignation, vide resignation letter
dated 26 October 2023, from the directorship of
the Company with effect from the close of
business hours of 26 October 2023;

xiv. *Mr. Sarath Ruthvic Prabhala, (DIN: 10155750), an
non-executive director, tendered his resignation,
vide resignation letter dated 24 May 2024, from the
directorship of the Company with effect from the
close of business hours of 27 May 2024; and

xv. Ms. Pooja Aggarwal (DIN: 07515355), appointed as a
non-executive additional director in the Board
meeting held on 27 May 2024 and regularised in
the extra-ordinary general meeting held on the
same day i.e. 30 May, 2024.

Board Evaluation:

Since the Company is a private limited Company, the
disclosure on annual evaluation of the performance is
not applicable.

Number of Meetings of the Board of
Directors:

The Board of Directors duly met 11 (Eleven) times
during the year on 05 May 2023, 25 May 2023, 29 May
2023, 04 August 2023, 14 September 2023, 19 October
2023, 25 October 2023, 26 October 2023, 09 November
2023, 12 December 2023 and 13 February 2024
respectively.

The details of attendance of the Directors in meetings
held during the year are as follows:

Independent Directors Meeting:

Meeting(s):

During the financial year 2023-24 the Board consisted
of one Independent Director i.e. Mr. Sumit Banerjee
(DIN No. 00213826), hence the requirement of holding
the Independent Directors meetings was not be
applicable.

The Independent Director of the Company was also
enlightened of his roles, functions and duties keeping
in mind the provisions of the Companies Act, 2013.

Declaration by Independent Director:

The Independent Director has submitted declaration of
independence, as required under section 149(7) of the Act,
stating that he meets the criteria of independence as
provided in section 149(6) of the Act.

The Board took on record the declaration and
confirmation submitted by the Independent Director. The
declaration is placed on the website of the Company
https://www.cleanmax.com/pdf

sumit_banerjee_Independent_director_disclosre_signed_

apr24.pdf

Project Monitoring & Finance Committee
(PMFC):

The Finance Committee was dissolved on 25 May 2023
and during the financial year 2023-24, one (!) meeting
was held on 19 May 2023.

Further, during the year under review, the Board of
Directors at its meeting held on 25 May 2023
constituted PMFC. The functions of the PMFC include
availing financial facilities, borrowing and / or lending
and / or give guarantee and /or provide security availed
in respect of loans of the Company or of its wholly
owned subsidiaries, subsidiaries, step down
subsidiaries, Joint venture, associates entities
including LLP's. To approve investments of the
Company's funds in subsidiaries / associates / SPVs
within the approved limits. Any other powers as may
be deemed fit and approved by the Board from time to

time within the applicable provisions under the
Companies Act, 2013 and rules made thereunder read
along with the Articles of Association of the Company.

The composition of PMFC as on 31 March 2024 is as
follows:

The Committee members duly met 10 (Ten) times
during the year on 23 June 2023, 31 July 2023, 08
September 2023, 27 September 2023, 05 October 2023,
09 November 2023, 14 December 2023, 19 January
2024, 13 February 2024, 22 March 2024.

The details of attendance of the Members in meetings
held during the year is as follows:

Nomination and Remuneration Committee
(’NRC’):

The functions of the NRC includes recommending
appointments of Directors and KMPs / SMPs to the
Board which includes identifying persons who are
qualified to become Directors and who may be
appointed as key managerial personnel or any other
employees on such higher position as deemed in
accordance with the criteria laid down and
recommending to the Board their appointment and
removal, formulate criteria for the evaluation of the
performance of Directors on the Board of Directors.
Further the committee shall perform any such acts as
deemed fit approved by the Board time to time within
the applicable provisions under the Companies Act,
2013 and rules made thereunder read along with the
Articles of Association of the Company.

The composition of NRC :

* Mr. Krishna Subramanian Iyer (DIN: 07570934), non -
executive director has stepped down from the
committee w.e.f. 27 May 2024.

# Mr. Nawal Saini (DIN: 08259154), non -executive
director has been appointed as committee member
w.e.f. 27 May 2024.

The Committee members duly met 3 (Three) times
during the year on 25 May 2023, 04 August 2023 and
26 October 2023.

The details of attendance of the Members in
meetings held during the year is as follows:

Note: Mr. Richard Abel (DIN: 08044310), a nominee of
UK Climate Investments Apollo Limited (UKCI),
tendered his resignation, vide resignation letter dated
26 October 2023, from the directorship of the
Company with effect from the close of business hours
of 26 October 2023;

Mr. Viktor Yuryevich Kats (DIN: 09274441), a nominee
of Augment India I Holdings LLC, has tendered his

resignation, vide resignation letter dated 25 October
2023, from the directorship of the Company with
effect from the close of business hours of 26 October
2023;

Mr. Somak Biman Ghosh (DIN: 01092116), an
Independent Director, tendered his resignation, vide
resignation letter dated 19 October 2023, from the
directorship of the Company with effect from the
close of business hours of 26 October 2023;

Management Investment Committee (‘MIC’):

The MIC is a committee of the Senior Management of
the Company. The function of the MIC is to provide to
the Board and Investors the details of the projects
approved by it on a monthly basis (and otherwise, as
and when sought by any of the Investors and/ or the
Projects Monitoring and Finance Committee) as well
as any information with regard to the activities of the
Company and the operations and decisions
undertaken by the MIC which may be reasonably
requested in form of monthly management
information system (MIS) reports including suitable
operational reports.

Further the committee shall perform any such acts as
may be deemed fit and approved by the Board from
time to time within the applicable provisions under the
Companies Act, 2013 and rules made thereunder read
along with the articles of association of the Company.

The Composition of the Management Investment
Committee:

Sustainability Committee:

During the year under review, the Board of Directors at
its meeting held on 25 May 2023 constituted
Sustainability Committee. The Committee was
constituted to lead the implementation of the GHG
Targets and ESG integration. The Committee is not
Sub-committee of Board. Further the Committee shall
perform any such acts as deemed fit approved by the
Board time to time within the applicable provisions
under the Companies Act, 2013 and rules made there
under read along with the articles of association of the
Company.

The Composition of the Sustainability Committee:

*Col. Narendra Verma resigned from the Company
and hence the Committee has been reconstituted
on 24 May 2024.

#Mr. Amit Jain was inducted into the committee as a
member w.e.f. 24 May 2024.

Policy on Directors’ Appointment,
Remuneration and other details:

The Company's policy on directors' appointment and
remuneration and other matters provided in section
178(3) of the Act has been disclosed in Annexure III.

Vigil Mechanism (Whistle Blower Policy):

The Company has established a Vigil Mechanism and
adopted Vigil Mechanism Policy that enables the
directors and group employees to bring to the
attention of the management any issue which is
perceived to be in violation of or in conflict with the
fundamental business principles of the Company. The
Vigil Mechanism provides for (a) adequate safeguards
against victimization of persons who use the Vigil
Mechanism; and (b) direct access to the Board of
Directors of the Company or any authorized person in
appropriate or exceptional cases. The Vigil
Mechanism Policy is uploaded on the webpage of the
Company:

https://www.cleanmax.com/corporate-governance-policies.php

Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive
Information (Fair Disclosure Policy):

During the year under review, pursuant to Regulation
8(1) of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015) read
with Regulation 51(1) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, the
Company has established the Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information to ensure timely, fair and
adequate disclosure of Unpublished Price Sensitive
Information ("UPSI"). The Fair Disclosure Policy is
uploaded on the webpage of the Company:
https://www.cleanmax.com/corporate-governance-poli
cies.php

Policy for preservation of documents and
Archival Policy:

Pursuant to provisions of Regulation 9 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, the Company has adopted the Policy for
Preservation of documents and Archival Policy to aid
the employees in handling the documents efficiently
either in physical form or in electronic form. It covers
various aspects on preservation of the documents,
archival of the same and safe disposal/ destruction of
the documents. The Policy on Preservation and
Archival of Documents is uploaded on the webpage of
the Company.

https://www.cleanmax.com/corporate-governance-poli

cies.php

Disclosure under Sexual Harassment of
Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and
Internal Complaints Committee:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary,
trainees) are covered under this policy. There were no
cases reported during the financial year 2023-24 under
the company's policy on Prevention of Sexual
Harassment at Workplace nor any complaint remains
outstanding for redressal as on 31 March 2024.

Disclosure under The Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 as on 31 March 2024 are as follows:

- No. of complaints of sexual harassment received in
the year: Nil

- No. of complaints disposed off during the year:
Not Applicable

- No. of cases pending for more than 90 days:
Not Applicable

- No. of workshop or awareness program against
sexual harassment carried out- 6 (Six)

- Nature of action taken by the employer or district
officer- Not Applicable

The Company has constituted Internal Complaints
Committee (ICC) for each branch/office where there
are 10 or more than 10 employees.

Statement regarding opinion of the Board
with regard to integrity, expertise and
experience (including the proficiency) of the
Independent Directors appointed during
the year:

During the year under review, no Independent
Directors were appointed.

Further, existing independent director possess the
qualities such as integrity, expertise and experience
(including the proficiency) and is independent of the
management of the Company.

Particulars of Loans, Guarantees or
Investments under section 186:

Your Company is engaged in provisions of
infrastructural facilities, therefore, exempted from
compliance of applicable provisions of section 186 (2)
of the Companies Act, 2013 and rules thereunder.

Related Party Transaction:

All the related party transactions entered into, during
the financial year, were at arm's length and were in the
ordinary course of business. A detailed report on
arrangements made during the financial year 2023-24,
being arm's length transactions have been reported
and annexed hereto in Form AOC-2 as Annexure IV
forms part of this Report.

Further, the disclosures as required under in para A of
Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended have
been disclosed under the financial statement which
forms part of this Annual Report.

Employees Stock Option Scheme:

Details of the shares issued under Employee Stock
Option Scheme (ESOS) and the disclosures in
compliance with section 62 of the Companies Act, 2013
read with Rule 12 of Companies (Share Capital and
Debentures) Rules, 2014 are set out in the Annexure V
to this report.

Directors’ Responsibility Statement:

Pursuant to provisions of section 134(5) of the
Companies Act, 2013 and rules made thereunder, the
directors to the best of their knowledge and ability
confirm that:

a in the preparation of annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

b the accounting policies selected have been applied
consistently and judgements and estimates made
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the
Company for that period

c proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities.

d the annual accounts have been prepared on a going
concern basis;

e the Company has laid down internal financial
controls and that such internal financial controls are
adequate and were operating effectively; and

f your Company has devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

Details in respect of frauds reported by
auditors Under sub-section (12) of section 143
other than those which are reportable to the
Central Government:

During the year under review, there were no frauds
reported by the Auditors of the Company to the Board
under sub-section 12 of section 143 of Companies Act,
2013. Hence, there is nothing to report under section
134(3) (ca) of the Companies Act, 2013.

Reporting to Reserve Bank of India:

Downstream investment reporting:

The Company has complied with the FEMA
regulations. Further, the Company has made
investment in its subsidiaries and have complied with
filings of downstream investment with Reserve Bank
of India.

Disclosure in respect of status of application
or proceeding pending under the insolvency
and bankruptcy code:

During the year under review, no application was
made or any proceedings were pending under the
Insolvency and Bankruptcy Code, 2016.

Disclosure relating to difference between
amount of the valuation done at the time of
one-time settlement and valuation done
while taking loan from bank or financial
institutions along with the reasons thereof:

During the year under review, no such one-time
settlement was done in respect of any loan taken by
the Company from Banks / Financial Institutions.

Compliance of applicable Secretarial
Standards:

The Company has complied with Secretarial Standards
on Board Meetings and General Meetings issued by
the Institute of Company Secretaries of India (ICSI), as
applicable to the Company.

Acknowledgements:

We thank our clients, vendors, investors, bankers, employees, volunteers, business partners, government and
regulatory authorities for their continued support during the year. We place on record our appreciation for the
contribution made by our employees for their hard work, dedication and commitment. The enthusiasm and
unstinting efforts of the employees have enabled your Company to remain an industry leader in C&I sector. Our
consistent growth was made possible by their hard work, solidarity, co-operation and support.

On behalf of the Board of Director of

Clean Max Enviro Energy Solutions Private Limited

Kuldeep Jain Pratap Jain

Managing Director Director

DIN: 02683041 DIN: 00101829

Address: 13/A, Peregrine Apt 400, Veer Savarkar Marg, Address: 13/A, Peregrine Apt 400, Veer Savarkar Marg,

Siddhi Vinayak Temple, Prabhadevi, Mumbai 400025, Siddhi Vinayak Temple, Prabhadevi, Mumbai 400025,

Maharashtra, India Maharashtra, India

Date: 12 August 2024.

Place: Mumbai

1

Please refer point “Board and Key managerial
personal details” for resignation dates.

#Please refer point “Board and Key managerial
personal details” for appointment dates.

2

Col. Narendra Verma resigned from the Company
and hence the Committee has been reconstituted on
24 May 2024.