CleanMax says Rs 2,500 crore NCD pledge remains pending

Clean Max Enviro Energy Solutions Limited said the first-ranking exclusive pledge over identified special purpose vehicles and offshore special purpose vehicles for its Rs 2,500 crore green non-convertible debentures remained under process at 30 September 2026, although the debt had reported book-value security cover of 1.08 times.

What pledge was pending on CleanMax's green NCDs?

CleanMax had yet to create a first-ranking exclusive pledge over securities it held in identified special purpose vehicles, or SPVs, and offshore SPVs as at 30 September 2026. Clause 15.1 of the debenture trust deed dated 23 September 2026 requires the pledge to be created and maintained in favour of the debenture holders.

The filing states that the pledge “is yet to be created and remains under process” but gives no completion date. This was an outstanding security-creation requirement at the September reporting date, while the security-cover statement separately reported a 1.08-times book-value ratio for the Rs 2,500 crore debt.

The green senior secured listed non-convertible debentures, or NCDs, were issued through private placement in five series. Series A has an 8.250% coupon, Series B has an 8.485% coupon, and Series C, Series D and Series E each have an 8.765% coupon.

The five series total 250,000 NCDs, each with a face value of Rs 1 lakh, producing gross debt securities of Rs 2,500 crore in the 30 September 2026 statement. The 0.515-percentage-point coupon gap between Series A and Series C to E shows that the five series carried different fixed rates under the same 23 September 2026 deed.

Did CleanMax meet the security-cover requirement?

CleanMax reported book-value security cover of 1.08 times for the green NCDs, compared with the minimum 1:1 cover required under Clause 13(a) of the 23 September 2026 deed. The reported ratio was therefore 0.08 times above the stated minimum at 30 September 2026.

The statement also reported market-value cover of 1.12 times, 0.04 times above the book-value measure. B S R & Co. LLP said management had updated the market values and that it had not performed independent procedures on them, whereas its limited-assurance work addressed the book-value computation.

B S R & Co. LLP concluded on 3 November 2026 that nothing had come to its attention suggesting the book-value cover was below 1:1, was arithmetically inaccurate, or did not agree with CleanMax's unaudited standalone books and other relevant records at 30 September 2026. The firm described its work as limited assurance, not an audit or review.

Which assets were included in CleanMax's cover calculation?

CleanMax's cover formula includes assets under exclusive charge, hypothecated fixed and current assets of subsidiaries, cash held as fixed deposits or bank guarantees, inter-company deposits to subsidiaries, investments in subsidiaries and trade receivables. The largest disclosed input was Rs 1,689.636 crore of hypothecated fixed and current assets of subsidiaries.

Among the book-value assets shown for the green NCDs, long-term inter-corporate deposits to certain subsidiaries were Rs 706.254 crore at 30 September 2026. Bank balances other than cash and cash equivalents were Rs 181.496 crore, property, plant and equipment was Rs 113.99 crore, and investments in certain project subsidiaries were Rs 13.41 crore.

Trade receivables shown under the exclusive-charge column were Rs 94 lakh. The auditor said it had verified extraction from the unaudited standalone books of items including lien-marked fixed deposits, designated-account balances, shares of certain project companies, partnership interest in a limited liability partnership, loans to project companies and assets of identified projects.

The security package specified in Clause 15.1 also includes fixed assets, common infrastructure and current assets of certain project companies. The disclosed pending pledge over SPV and offshore-SPV securities is a separate part of that required security arrangement, even though the statement calculated 1.08-times cover on its reported book-value inputs.

What did CleanMax exclude from the cover calculation?

CleanMax excluded power project agreements and non-disposable undertakings relating to land for identified projects and identified SPVs because they could not be assigned a monetary value. Clause 15.1(a) of the 23 September 2026 deed says these rights are not considered in the security-cover calculation.

The filing also separates the Rs 2,500 crore green NCDs from other liabilities shown in the security-cover statement. Other debt was Rs 400 crore, bank borrowings were Rs 833.683 crore, and trade payables were Rs 613.654 crore, but these amounts were not the debt securities covered by this green-NCD certificate.

This separation limits the auditor's conclusion to the specified green NCDs and their stated cover calculation at 30 September 2026. The auditor relied on unaudited books and records available to CleanMax, including subsidiary-book information for fixed assets, current assets and common infrastructure.

How does the green NCD disclosure compare with CleanMax's other NCD certificate?

CleanMax's green NCD certificate reported a 1.08-times book-value cover on Rs 2,500 crore of debt, while a separate certificate reported 1.06-times book-value cover for Rs 400 crore of 10.20% listed NCDs at 30 September 2026. Both disclosures specify a minimum security-cover requirement of 1:1, but they relate to separate debenture trust deeds.

The separate Rs 400 crore NCD certificate reported market-value cover of 1.16 times, compared with 1.12 times for the green NCDs. The green-NCD notes specifically disclose that the SPV and offshore-SPV pledge remained under process, whereas the supplied notes for the Rs 400 crore NCDs do not contain that same pending-pledge statement.

Conclusion

CleanMax reported book-value cover of 1.08 times on Rs 2,500 crore of green NCDs at 30 September 2026, exceeding the 1:1 minimum in the relevant deed. The calculation included Rs 1,689.636 crore of hypothecated subsidiary assets and disclosed exclusive-charge assets, but the required first-ranking pledge over identified SPVs and offshore SPVs had not yet been created.

The next disclosed item to watch is completion of that first-ranking pledge, which CleanMax said remained under process in the 3 November 2026 filing. The filing provides no target date, so a later security-creation disclosure or future security-cover certificate would be needed to confirm completion.