CleanMax approves Rs 3,000 crore listed NCD funding programme

Clean Max Enviro Energy Solutions Limited approved privately placed, listed non-convertible debentures of up to Rs 3,000 crore on 3 November 2026, with proposed security over certain project assets, subsidiary and special purpose vehicle interests, and selected intra-group funding. The board said the programme is intended to raise medium- to long-term loans at competitive terms.

What did CleanMax approve on 3 November 2026?

CleanMax approved the issuance of listed, rated and redeemable non-convertible debentures, or NCDs, through private placement with an issue size of up to Rs 3,000 crore. The approval was made at the board meeting on Tuesday, 3 November 2026, which started at 3:30 p.m. and concluded at 7:00 p.m. The company described the proposed instruments as bonds or NCDs.

The stated purpose is to raise medium- to long-term loans at competitive terms and manage interest-rate volatility risk more efficiently. The filing records an approval framework rather than an allotment of Rs 3,000 crore. Relevant committees or authorised officers have been delegated authority to decide the amount, including another amount where permitted under the disclosed board delegation.

CleanMax said the NCDs are proposed to be listed on the Wholesale Debt Market segment of BSE Limited, NSE Limited, or both. The 3 November 2026 terms do not identify a final listing venue for a specific tranche. The use of private placement means the filing describes the issue as a private-placement transaction rather than a public offering.

What security would support CleanMax's proposed NCDs?

CleanMax said the proposed NCDs may be secured by a charge over certain project assets of CleanMax and certain identified subsidiaries or special purpose vehicles, or SPVs, excluding land. The 3 November 2026 filing does not name the relevant projects, subsidiaries or SPVs, or give the value of assets that could be charged. It therefore identifies categories of collateral rather than an asset-by-asset security package.

The proposed structure also includes a non-disposal undertaking and powers of attorney for immovable properties of CleanMax and identified subsidiaries or SPVs. These mechanisms relate to the disclosed properties, but the filing does not state their number, value, location or duration. Land is expressly excluded from the charge over project assets described in the NCD terms.

CleanMax also proposed a charge over certain inter-corporate loans, deposits and perpetual debt infused into a few identified SPVs, along with pledges over certain shares held in identified subsidiaries or SPVs. The disclosed package can therefore cover project assets, selected group-company funding claims and selected equity interests. The filing does not specify which security will apply to any particular NCD allotment.

What NCD terms has CleanMax fixed?

CleanMax fixed the basic form of the proposed securities as listed, rated and redeemable NCDs, but left their tenor, allotment date, maturity date and coupon to relevant committees or authorised officers. The Rs 3,000 crore ceiling was disclosed on 3 November 2026, while no final borrowing cost or repayment period was announced. Tenor is the period to maturity and coupon is the interest payable on the debt.

Interest is proposed to be fixed and paid monthly, quarterly or semi-annually on the outstanding principal amount. The filing permits these three payment frequencies but does not select one for an initial or later tranche. The actual interest payment will consequently depend on the amount allotted, coupon set and payment frequency decided under the delegated authority.

The NCDs are to be redeemed at face value on the maturity date. CleanMax marked as not applicable any delay in payment of interest or principal exceeding three months from the due date, or a default in such payments, in its 3 November 2026 disclosure. It also marked as not applicable any letter or comments concerning payment or non-payment of interest or principal.

How much flexibility does CleanMax retain under the programme?

CleanMax retains flexibility because committees or authorised officers may determine the amount, tenor, coupon and maturity of the NCDs after the 3 November 2026 board approval. The Rs 3,000 crore figure is an upper issue size in the disclosed terms, not a reported drawdown. No minimum issue size, tranche schedule or completion deadline was disclosed.

The allotment date is also to be decided by the board or its committees. This separates the 3 November 2026 approval from a future issuance, as the filing gives no number of debentures, initial principal amount or allotment date. CleanMax stated that cancellation or termination of the proposed issuance was not applicable at the time of disclosure.

Alongside the NCD programme, CleanMax approved incorporation of a wholly owned subsidiary in Gujarat International Finance Tec-City, or GIFT City, for Global Treasury Centre activities permitted under International Financial Services Centres Authority regulations. CleanMax proposed to subscribe to 21,00,000 equity shares at Rs 10 each, totalling Rs 2.10 crore, for 100% ownership. The filing presents this incorporation as a separate proposal and does not identify it as a use of NCD proceeds.

Conclusion

The 3 November 2026 approval gives CleanMax a funding framework for privately placed listed NCDs of up to Rs 3,000 crore; it does not report that the full amount has been borrowed. The proposed security combines certain project assets excluding land with selected subsidiary or SPV interests and particular forms of intra-group funding, while the NCDs are intended to be redeemable at face value on maturity.

The next disclosed matters to watch are decisions by CleanMax's board committees or authorised officers on the amount allotted, tenor, coupon, maturity, interest-payment frequency and listing venue. The proposed GIFT City wholly owned subsidiary also remains subject to incorporation and applicable approvals, with an indicated initial subscription of Rs 2.10 crore.