Our directors take pleasure in presenting their Seventh Annual Report on the Business and Operations of the Company and
the Accounts for the Financial Year ended 31^st March, 2026 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of financial highlights for the financial year ended March 31, 2026, and previous financial year ended
March 31, 2025, is given below:

2. STATEMENT OF COMPANY’S AFFAIR AND FUTURE OUTLOOK:

CLN Energy Limited (formerly JLNPhenix Energy Private Limited), incorporated in October 2019, designs and
manufactures advanced lithium-ion batteries and energy storage solutions for the electric vehicle, telecom, data centre,
and grid and utility sectors. The Company operates ISO-certified manufacturing facilities at Noida, with a combined
annual capacity exceeding 2 GWh, backed by an in-house R&D team based in Noida. Its EV batteries are AIS 156
Phase II (Amendment 3) certified, and its telecom batteries carry T-SEC certification.

COMPANY OVERVIEW:Joint Venture:

During the year under review, the Company acquired a 40.1% equity stake in Electrovault Power Private Limited on
June 28, 2025, for a cash consideration of Rs. 40,010, in partnership with Manikaran Power Private Limited and
GreenAge Capital Pte Ltd., establishing it as a joint venture entity to develop and operate Battery Energy Storage
Systems (BESS) and BESS-integrated renewable energy plants in India.

Subsidiary:

The Company incorporated CLNGreen Private Limited, a subsidiary engaged in solar, hydro and other renewable
energy solutions, on September 23, 2025, by subscribing to 5,100 equity shares aggregating Rs. 51,000, representing
a 51% shareholding.

Additionally, the Company incorporated C L N General Trading L.L.C., a wholly owned subsidiary in the Emirate of
Dubai, United Arab Emirates, on March 26, 2026, with an investment of Rs. 25,68,000 (AED 1,00,000), to undertake
trading, marketing, import and export of clean and renewable energy products, marking the Company''s foray into the
Middle East market. These initiatives are aligned with the Company''s strategy to strengthen its presence across the
renewable energy value chain, both domestically and internationally.

STANDALONE:

During the year under review your Company has been able to live upon its expectations and has been able to generate
strong Revenue and Profit figures as compared to the previous financial year 2024-25. During the year under review,
the total income of the Company stood at Rs. 35,077.72/- lacs as against Rs 22,038.51/- Lacs in the previous year.
The Company made a net profit of Rs. 2055.49/- Lacs for the year ended March 31, 2026, as compared to the Net
Profit of Rs. 1292.19/- Lacs in the previous year registering increase of 59.07%.

CONSOLIDATED:

During the year under review, the total income of the Company stood at Rs. 35,133.22/- Lacs. The Company made a
net profit of Rs. 2,054.90/- Lacs for the year ended March 31, 2026.

The consolidated financials reflect the cumulative performance of the Company together with its subsidiaries.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, the Company closed its manufacturing facility at Pune with effect from March 31, 2026,
in order to consolidate its manufacturing operations at the Noida plant and optimize operational efficiency and
resource utilization.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company has not transferred any amount to the reserve and surplus. The Reserve and Surplus (including securities
premium and retained earnings) as on March 31, 2026, is 10,449.50/- Lacs.

5. CASH FLOW STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, the Cash Flow Statement forms an integral
part of the Annual Report.

6. DIVIDEND:

During the year under review, your Board does not recommend any dividend and wishes to plough back the profits.
Further, as per Regulation 43A of the listing regulations, the requirement to formulate a Dividend Distribution Policy
applies to the top 1,000 listed entities based on market capitalization. As our company does not fall within this
threshold, the formulation and disclosure of a Dividend Distribution Policy do not apply to us.

7. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND:

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that
are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor
Education and Protection Fund (IEPF). In FY 2025-26, there was no amount due for transfer to IEPF.

8. SHARE CAPITAL:

The Authorized Share Capital of the company as on March 31, 2026, is Rs. 12,00,00,000/- divided into 1,20,00,000
equity shares of Rs. 10/-

The Paid-up Share Capital of the Company as on March 31,2026, is Rs 10,55,32,500 divided into 1,05,53,250 Equity
shares of Rs. 10/-.

Employee Stock Option Plan:

The Company granted 1,60,046 Stock options to the employees of the Company under CLN Energy Limited Employee
Stock Option Plan-2025 (“ESOP 2025”). The further disclosures as required under Companies Act, 2013 and any

other law for the time being in force is stated in the Board Report which forms an integral part of the Annual Report.
Registrar and Share Transfer Agent:

Company has appointed Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

9. CHANGE IN SHARE CAPITAL:Authorised Share Capital:

During the period under review, the Company increased its Authorised Share Capital to facilitate future capital raising
plans. The Board of Directors at its meeting held on July 03, 2025, approved a proposal to increase the authorized
share capital of the Company from Rs. 11,00,00,000/- (Rupees Eleven Crore Only), divided into 1,10,00,000 (One
Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each, to Rs. 12,00,00,000/- (Rupees Twelve Crore
Only), divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each which
was subsequently placed before shareholders of the Company in the 6^th Annual General Meeting. The same have been
approved by shareholders on August 06, 2025 being date of 6^th Annual General Meeting.

Changes after period under review:Increase in authorized share capital

The Company increased its Authorised Share Capital from Rs. 12,00,00,000/- (Rupees Twelve Crore Only), divided
into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each, to Rs. 12,30,00,000/-
(Rupees Twelve Crore Thirty Lakhs Only), divided into 1,23,00,000 (One Crore Twenty-Three Lakhs) Equity Shares
of Rs. 10/- (Rupees Ten Only) each by creating an additional 3,00,000 (Three Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten Only) each being approved by Board of Directors of the Company in their meeting held on June 18, 2026 and
further being approved by shareholders by way of Postal Ballot on July 23, 2026 being last date of Postal Ballot.

10. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued Equity Shares with Differential Rights as stated in Rule 4(4) of Companies (Share Capital
and Debenture Rules, 2014) for the Financial Year.

11. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Board of Directors at its meeting held on July 03, 2025, approved the formulation and implementation of the CLN
Energy Limited Employee Stock Option Plan-2025 (“ESOP 2025”), based on the recommendations of the Nomination
and Remuneration Committee, and in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (“SBEB Regulations”) and the same approved by members of the Company in the 6^th Annual
General Meeting of the Company dated August 07, 2025.

The objective of the Scheme is to attract, retain, and motivate key talent by granting stock options to eligible employees
of the Company and its present and future subsidiaries, associates, or group companies.

Disclosure of Employees Stock Option Scheme

12. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the year under review as specified in Rule 8(13) of
Companies (Share Capital and Debenture Rules, 2014).

13. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and
SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing
Regulations"), is presented in a separate section forming an integral part of the Annual Report as “Annexure III”.

14. DISCLOSURES BY DIRECTORS:

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation
by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the
Company.

Further, under Regulation 34(3) and Schedule V of the Listing Regulations, a Certificate of Non-Disqualification of
Directors received from SARK & Associates LLP., Practicing Company Secretary is annexed to the Board’s Report

as “Annexure IV”.

15. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company have two Subsidiary and one Joint venture or an Associate Company.

1. CLNGreen Private Limited

2. CLN General Trading L.L.C.

Joint Venture Companies

Electrovault Power Private Limited

Associate Companies

As on March 31, 2026, the Company does not have any associate Companies.

In accordance with the Companies Act, 2013 read with rules framed thereunder (“Act”), a statement containing the
salient features of the financial statements of the subsidiaries of the Company in form AOC-1 is annexed as Annexure-
VII.

16. MATERIAL CHANGES AND COMMITMENTS

During the period under review, the Company closed its manufacturing facility at Pune with effect from March 31,
2026, in order to consolidate its manufacturing operations at the Noida plant and optimize operational efficiency and
resource utilization.

Further, following changes occurred after end of Financial Year:

Increase in authorized share capital

The Company increased its Authorised Share Capital from Rs. 12,00,00,000/- (Rupees Twelve Crore Only), divided
into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each, to Rs. 12,30,00,000/-
(Rupees Twelve Crore Thirty Lakhs Only), divided into 1,23,00,000 (One Crore Twenty-Three Lakhs) Equity Shares
of Rs. 10/- (Rupees Ten Only) each by creating an additional 3,00,000 (Three Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten Only) each being approved by Board of Directors of the Company in their meeting held on June 18, 2026 and
further being approved by shareholders by way of Postal Ballot on July 23, 2026 being last date of Postal Ballot.

17. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2026 is available on the website of the Company at
https://www.clnenergy.in/investor-relations .

18. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act,
2013, and SEBI (LODR) Regulations, 2015. The Policy is provided in Annexed to this Report as “Annexure I”.

19. STATEMENT OF DEVIATION / VARIATION IN UTILIZATION OF FUNDS RAISED:

There are no Deviation/Variation in the current financial year (F Y 2025-26).

20. FAMILIARISATION PROGRAMME FOR DIRECTORS:

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation
programmed. Presentations are made by Senior Management giving an overview of the operations, to familiarize the
new Directors with the Company''s business operations. The Directors are given an orientation on the products of the
business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the
major risks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

The details of the Familiarisation Programme are available on the Company’s website at
https://www.clnenergy.in/investor-relations.

21. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:i. Constitution of Board

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance
of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of
Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number
of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

ii. Details of Key Managerial Personnel

iii. Change in Directors and Key Managerial Personnel

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non¬
Executive Directors, and Independent Directors. All changes in the composition of the Board during the period under
review were carried out in compliance with the provisions of the Companies Act, 2013.

During the period under review, and as of the date of this report, the following changes occurred in the composition
of the Board of Directors:

During the period under review, the following changes in Key Managerial Personnel occurred:

Further, the following changes occurred after period under review:

iv. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Mr. Sunil Gandhi, whole-time Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Sunil Gandhi, the nature of his expertise in specific functional areas, names of the
companies in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the
notice of the ensuing AGM.

v. Independent Directors

All Independent Directors of the Company have given annual declarations that they meet the conditions of
independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”). In the opinion of the Board, the Independent Directors fulfill the said conditions of independence.
The Independent Directors have also confirmed that they have complied with the Company’s Code of Business
Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills,
expertise and competencies of the Directors in the context of the Company’s businesses for effective functioning.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they
have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors are independent of the management; possess the requisite
integrity, experience, expertise, proficiency, and qualifications.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.

The Independent Directors met on 27^th March, 2026 without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

22. BOARD MEETINGS:

The Board meetings are pre-scheduled well in advance to help Director’s to plan their schedules and ensure meaningful
participation. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries
of India on Board meetings.

Company held Fourteen meeting of its Board of Directors during the year on 24 April 2025, 13 May, 2025, 29 May
2025, 03 July 2025, 29 July 2025, 19 August 2025, 08 September 2025, 19 September, 2025, 25 October 2025, 14
November 2025, 20 November 2025, 28 January 2026, 26 February 2026, 27 March, 2026.

23. COMMITTEES OF THE BOARD:

The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on
the issues and ensure expedient resolution of the diverse matters. The Committees also make specific
recommendations to the Board on various matters when required. All observations, recommendations and decisions
of the Committees are placed before the Board for information or for approval.

As on March 31, 2026, the Board has following 3 (Three) Committees in accordance with Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

i. Audit Committee

The Audit processes, reviewing the Company’s established systems and processes for internal financial controls,
Committee of the Company is constituted as per Section 177 of the Act. The Audit Committee acts as a link between
the Statutory Auditors, Internal Auditors and the Board of Directors. Its purpose, amongst others, is to assist the Board
in fulfilling its oversight responsibilities of monitoring financial reporting governance and reviewing the Company’s

statutory, internal audit activities and related party transactions.

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted under the Chairmanship of Ms.
Bhawna Hundlani. After constitution the committee met Five (5) times. The composition of the Audit Committee as
at March 31, 2026 and details of the Members participation at the Meetings of the Committee are as under:

*The Audit Committee of the Company has been reconstituted, whereby Mr. Rakesh Kakkar (DIN: 05190517), Non¬
Executive Independent Director, has been designated as the Chairperson of the Audit Committee in place of Ms. Bhawna
Hundlani (DIN: 10459772), who shall continue to act as a Member of the Committee. Mr. Sunil Gandhi (DIN:
08433754) continues to be a Member of the Committee w.e.f. August 27, 2026.

Role of Committee:

The role of the Committee, inter-alia, includes:

• oversight of the company’s financial reporting process and the disclosure of its financial information to ensure

• that the financial statement is correct sufficient and credible;

• recommendation for appointment, remuneration and terms of appointment of auditors of the company;

• approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• reviewing, with the management, the annual financial statements and auditor’s report thereon before

• submission to the board for approval;

• reviewing, with the management, the quarterly/Half yearly financial statements before submission to the board

• for approval; reviewing, with the management, the statement of uses / application of funds raised through an

• issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than

• those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency

• monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to

• the board to take up steps in this manner;

• reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

• approval or any subsequent modification of transactions of the company with related parties;

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the Company, wherever it is necessary; reviewing, with the management,

• performance of statutory and internal auditors, adequacy of the internal control systems and risk management

• systems; reviewing the findings of any internal investigations by the internal auditors into manners where there

• is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the

• matter to the board; discussion with internal auditors of any significant findings and follow up there on;

• to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

• shareholders (in case of non-payment of declared dividends) and creditors;

• to review the functioning of the Whistle Blower mechanism; approval of appointment of chief financial officer after
assessing the qualifications, experience and background, etc. of the candidate;

Carrying out any other function as is mentioned in the terms of reference of the audit committee.

• All the Members on the Audit Committee have the requisite qualification for appointment on theCommittee and
possess sound knowledge of finance, accounting practices and internal controls.

ii. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013. The composition of
the Nomination and Remuneration Committee as at March 31, 2026 and details of the Members participation at the
Meetings of the Committee are as under:

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial
personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate
the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a
description of the role and capabilities required of an independent director. The person recommended to the
Board for appointment as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:

• Use the services of an external agencies, if required;

• Consider candidates from a wide range of backgrounds, having due regard to diversity; and

• Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure I”.

iii. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under
Chairmanship of Mr. Rakesh Kakkar. The Committee is governed by a Charter, which is in line with the regulatory
requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance
of all the members.

The Stakeholders’ Relationship Committee (‘SRC’) considers and resolves the grievances of shareholders, and other
security holders, including complaints relating to non-receipt of annual report, transfer and transmission of securities,
non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to
time.

The composition of the Stakeholders Relationship Committee as at March 31, 2025 and details of the Members
participation at the Meetings of the Committee are as under:

Terms of Reference

The terms of reference of the Committee are:

• Transfer/Transmission of shares/debentures and such other securities as may be issued by the Company from time
to time;

• Issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as
per the laid down procedure;

• Issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates /certificates
relating to other securities;

• Issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to
such approvals as may be required;

• To grant Employee Stock Options pursuant to approved Employees’ Stock Option Scheme(s), if any, and to allot
shares pursuant to options exercised;

• To issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

• To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related
thereto;

• To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to
matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of
address for correspondence etc. and to monitor action taken;

• Monitoring expeditious redressal of investors / stakeholder’s grievances; all other matters incidental or related to
shares, debenture.

• During the year, no complaints were received from shareholders. There are no balance complaints.

• The Company had no share transfers pending as on March 31, 2026.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no

share transfers pending as of March 31, 2026.

iv. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee, as per Section 135 of Companies Act, 2013. The composition of the

Corporate Social Responsibility Committee as at March 31, 2026 and details of the Members participation at the Meetings

of the Committee are as under:

Corporate Social Responsibility Committee of the Company have been reconstituted with effect from July 01, 2026,
consequent to the resignation of Mr. Manish Shah.

The terms of reference of the Committee are:

a) Formulation of a corporate social responsibility policy to the Board, indicating the activities to be undertaken by the
Company in areas or subject specified in the Companies Act, 2013. The activities should be within the list of permitted
activities specified in the Companies Act, 2013 and the rules thereunder:

b) Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit ofthe Company
in the three immediately preceding financial years or where the Company has not completed the period of three financial
years since its incorporation during such immediately preceding financial years;

c) Instituting a transparent monitoring mechanism for implementation of the corporate social responsibility projects or
programs or activities undertaken by the Company;

d) Monitoring the corporate social responsibility policy from time to time and issuing necessary directions as required for
proper implementation and timely completion of corporate social responsibility programmes;

e) Identifying corporate social responsibility policy partners and corporate social responsibility policy programmes;
Identifying and appointing the corporate social responsibility team of the Company including corporate social
responsibility manager, wherever required; and Performing such other duties and functions as the Board may require the
Corporate Social Responsibility Committee to undertake to promote the corporate social responsibility activities of the
Company or as may be required under applicable laws.

24. BOARD EVALUATION:

Our Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive
Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended
March 31,2026. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and
the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and
that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of
discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with
the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its
functions etc.

The Board carried out formal annual evaluation of its own performance and that of its committees viz., the Audit
Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee (NRC). The Board
also carried out the performance evaluation of all the individual directors including the Chairman of the Company.
Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of
the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through
a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into
consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board
and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The
performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the
Independent Directors at their separate meeting.

25. MEETING OF SHAREHOLDERS:

During the year under review, the following General Meetings were held, the details of which are given as under:

26. CORPORATE SOCIAL RESPONSIBILITY DURING THE YEAR - 2025-26.

During the year, the Company has in place a CSR policy laid down in accordance with the provisions of Companies
Act, 2013 and rules made thereunder. The Company under its CSR policy, affirms its commitment of seamless
integration of marketplace, workplace. environment and community concerns with business operations by undertaking
activities/initiatives that are not taken in its normal course of business and/or confined to only the employees and their
relatives and which are in line with the broad-based list of activities. areas or subjects that are set out under schedule
VII of the Companies Act, 2013.

The Company spent an amount of Rs. 16.34 Lakhs during the financial year towards CSR activities. The said amount
was contributed to Nayi Pahal Foundation towards the “Education of Underprivileged Children” project, in accordance
with the activities specified under Schedule VII of the Companies Act, 2013.

Further, the Company has set off an amount of Rs. 4.90 Lakhs, being the excess amount spent on CSR activities during
the previous financial year FY 2024-25, against the CSR expenditure required to be incurred during the year under
review.

Accordingly, the total CSR obligation of Rs. 21.24 Lakhs for the year has been duly discharged through the
expenditure incurred during the year and the eligible set-off of the excess amount spent in the previous financial year.

The detailed disclosure relating to CSR activities undertaken by the Company is provided in Annexure VI to this
Report.

27. AUDITORS:i. Statutory Auditors:

The Board has appointed M/s DGMS & Co. (Firm Registration Number: 109823W), Practising Chartered Accountants
as the statutory auditors of the Company for a period of five consecutive years at the Annual General Meeting of the
Members held on August 07, 2025 from the conclusion of the 11^th Annual General Meeting to be held in the year 2030
on such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the
Company.

The Statutory Auditors’ Report forms an integral part of the Annual Report. There are no audit qualification,
reservation or adverse remark for the year under review.

The auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed
there under. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s SARK & Associates LLP
((Registration No.: L2023MH014600)), Practising Company Secretaries (CP No.9304), to undertake the Secretarial
Audit of the Company for the F.Y. 2025-26 and 2026-27. The Secretarial Audit Report for F.Y. 2025-26 is annexed
herewith as “AnnexureII”.

M/s SARK & Associates LLP, Practicing Company Secretaries, have confirmed they are not disqualified from being
appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in its report.

iii. Cost Auditor:

The Company does fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies
(Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the applicability of cost audits,
as specified by the Central Government under Section 148 of the Companies Act, 2013, are applicable to the Company.
The company appointed SAH & Co. (Firm Registration No. 103920) as cost Auditor of the company for the FY 2026¬
2027.

iv. Internal Auditor:

The Board of Directors has appointed M/s PMRY & Co. (Firm Registration No.: 032925N) Chartered Accountants,
as an Internal Auditors of the Company for the financial year 2026-27 and 2027-28.

28. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse
remarks. Report of the Statutory and Secretarial Auditor is given as an Annexure, which forms part of this report.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

To oversee and review the Vigil Mechanism/ Whistle-Blower function under Section 177(9) and (10) of the Companies
Act, 2013 established by the Company to report the genuine concerns against the suspected or confirmed fraudulent
activities, allegations of corruption, violation of the Company’s Code of Conduct. The Company will provide adequate
safeguards against victimization of persons who use this mechanism. Such persons shall have direct access to the
Chairman of the Audit Committee when appropriate. During the year under review, no complaints were received under
the Whistle Blower Policy.

The Whistle Blower Policy has been posted on the website of the Company at https://www.clnenergy.in/investor-relations.

30. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s PMRY & Co.,
Chartered Accountants, as an Internal Auditors of the Company for the year under review, to check the internal controls
and functioning of the activities and recommend ways of improvement. The Internal Audit is carried yearly basis; the
report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are
adequate. During the year under review, no material or serious observation has been received from the Internal Auditors
of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews
performed by management and the relevant board committees, including the audit committee, the Board is of the opinion
that the Company’s internal financial controls were adequate and effective during the financial year 2025-26.

31. RISK ASSESSMENT AND MANAGEMENT:

Your Company has a Risk Management Policy to identify, evaluate risks and opportunities. This framework seeks to
create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive
advantage. This framework is intended to assist in decision making process that will minimize potential losses, improve
the management in the phase of uncertainty and the approach to new opportunities, thereby helping the Company to
achieve its objectives.

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks
involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees
from time to time to handle and minimize these risks. The policy is available on the company website
https://www.clnenergy.in/investor-relations.

32. LISTING WITH STOCK EXCHANGES:

The Company’s Equity shares are listed on BSE SME Platform (Scrip Code: 544347). Further, trading in the Equity
Shares was not suspended on the Stock Exchanges during the financial year under review. The Company has paid the
requisite Annual Listing Fees for the year 2026-27 to BSE Limited.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the
Board of Directors and General Meetings respectively.

34. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
forming part of the Directors’ Report for the year ended March 31, 2026 and is annexed to this Report and marked as
Annexure- V.

During the financial year 2025-26, no employee, whether employed for whole or part of the year, was drawing
remuneration exceeding the limits mentioned under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its
website https://www.clnenergy.in/investor-relations.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

The steps taken or impact on conservation of energy - We installed BESS of 100KW/120kWh in FY24-25 to
replace DG and further planning to install additional 500KW/600kWh in FY25-26. We installed solar panel of 10KW
to backup utility load and further planned to install 150 KW in FY25-26. Added Regenerative machine which can
save upto 75% energy as compared to regular machine which saves around 400 MWh energy last year.

The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption
of alternate source of energy as and when necessities.

The Capital Investment on energy conversation equipment - BESS (Battery & PCS) having cost of 30 Lacs.
Added New Machine having cost of 200 Lacs around (Battery ageing machine regen. based - 4 Nos. Cell ageing
Machine regen. based -8 Nos.)

ii. Technology absorption

The efforts made towards technology absorption. - Successfully developed telecom batteries (48 V 100Ah) for
BSNL and other telecom player as a Class-1 Supplier, with less than 50% imported content and same is validated and
approved by TSEC (BNSL).

The benefits derived like product improvement, cost reduction, product development or import substitution -

Reduced product cost by 20% while improving quality, resulting in lower complaint rates.

In case of imported technology (imported during the last three years reckoned from the beginning of the
financial year) - Transitioned to Indian-manufactured BMS, reducing import dependency. Planning to develop our
own BMS by next fiscal year.

iii. The expenditure incurred on Research and Development -

Expenditure on software: Around 10 Lacs (Need to verify with accounts) Expenditure on Certification and testing -
Around 40 lacs (Need to verify with accounts) Technology Absorption (Miss.): Around 30 Lacs (NPD, Testing).

iv. Foreign exchange earnings and outgo:

The details of Foreign Exchange Earnings and Outgo of your Company during the Financial Year under review are as

follows:

37. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with
the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements
which forms an integral part of this Annual Reports.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered into transactions within the meaning of section 188 and Companies (Meetings of Board
and its Powers) rules, 2014 with its related parties during the year ended on 31^st March, 2026. However, the disclosure
of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in
Note to accounts of the Balance Sheet as on 31^st March, 2026.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were
in the ordinary course of business and on an arm’s length basis. Further, during the year, the Company had not entered
into any contract / arrangement /transaction with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party transactions. All related party transactions are placed
before the Audit Committee and Board for review and approval, if required. The details of
transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 are furnished in Form AOC-
2 and is attached as “Annexure VIII” and forms part of this Report.

The Policy on the Related Party Transactions as approved by the Board is uploaded on the website of the Company
https://www.clnenergy.in/investor-relations.

There were no materially significant transactions with the related parties during the Financial Year which were in
conflict with the interest of the Company.

39. DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2026 Section
73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and as such no
principal or interest was outstanding as on the date of the Balance sheet. There were no unclaimed or unpaid deposits
as on March 31, 2026.

Details of Deposits not in compliance with the requirements of the Act:

Since the Company has not accepted any deposits during the financial year ended on March 31, 2026, there has been
no non-compliance with the requirements of the Act.

40. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the “Code of Conduct for Prevention of

Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and
procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the
Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading)
Amendment Regulations, 2018.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated
employees and other employees from trading in the shares of the company at the time when there is unpublished price
sensitive information.

The Code is available on the Company’s website https://www.clnenergy.in/policies.html.

41. CODE OF CONDUCT:

Your Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of
the Company. All Directors and Senior Management Personnel of the Company have affirmed compliance with the
Company’s Code of Conduct for the financial year ended March 31, 2026. The Code aims at ensuring consistent
standards of conduct and ethical business practices across the Company.

The Company has posted the Code of Conduct for Directors and Senior Management on the company’s website
https://www.clnenergy.in/investor-relations.

42. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and Company’s operations in future.

43. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors
under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

44. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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 and an Internal Complaints Committee
has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of
lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under
this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work
place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under. The Company provide the
following details:

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2025 at its jurisdictional
office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender
sensitization. No pending complaints to be resolved for the financial year under review.

45. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave,
continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation

46. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March
31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year
for all relevant transactions recorded in the softwares.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is applicable for the financial year ended March 31, 2026.

47. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 -
RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014,
it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting, and the same has been reported in
the Annual Return of the company.

48. HUMAN RESOURCES AND INDUSTRIAL RELATION:

Your Company considers people as its biggest assets and ‘Believing in People’ is at the heart of its human resource
strategy. It has put concerted efforts in talent management and succession planning practices, strong performance
management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong
and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results. With
regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and
have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and

mutual respect in all its employees seek to ensure that business world values and principles are understood by all and
are the reference point in all people matters.

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the
remuneration is as per the remuneration policy of the Company.

49. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as of March 31, 2026

Male Employees: 172
Female Employees: 12
Transgender Employees:0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity for
all individuals, regardless of gender.

50. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which
have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is
exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like
Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

51. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report as required by Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is not applicable to the
Company.

52. DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL
and CDSL is INE0WDX01010.

53. DISCLOSURE W.R.T. DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There are no demat suspense account/unclaimed suspense account during the year under review as per SEBI (LODR)
Regulations, 2015.

54. SCHEME OF AMALGAMATION/ARRANGEMENT:

During the Financial Year 2025-26, your Company has not proposed or considered or approved any Scheme of
Merger/Amalgamation /T akeover/Demerger or Arrangement with its Members and/or Creditors.

55. CREDIT RATING:

The Company’s financial discipline and prudence is reflected in the credit ratings ascribed by the rating agency, Care
Edge Ltd as given below:

56. OTHER DISCLOSURES:

The following disclosures are not applicable to the company:

a) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year alongwith their status as at the end of the financial year.

b) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

c) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the
provisions of Section 43 of the Act and Rules made thereunder.

d) The Company has not issued any Sweat Equity Shares to its Directors or employees.

e) No Director of the Company is in receipt of any remuneration or commission from its subsidiaries.

f) There was no revision of financial statements

g) The Company has not made any provisions of money or has not provided any loan to the employees of the Company
for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

h) The Company’s securities were not suspended.

57. FINANCE AND ACCOUNTS:

Financial Statement has been prepared in accordance with accounting standards as issued by the Institute of Chartered
Accountants of India and as specified in Section 133 of the Companies Act, 2013 and the relevant rules thereof and
in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true
and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits
and cash flows for the year ended March 31, 2026.

The Company has neither revised the financial statements nor the report of Board of Directors.

58. CAPITAL EXPENDITURE:

During the year, the Company incurred a capital expenditure of Rs. 445.92 Lakhs on fixed assets.

59. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no
material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates 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.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are
adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews
performed by management and the relevant board committees, including the audit committee, the Board is of the
opinion that the Company’s internal financial controls were adequate and effective during the financial year 2025-26.

60. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of Directors confirm that all the systems, policies, procedures and frameworks which are currently

operational within the Company are adequate for ensuring the orderly and efficient conduct of its business and
adherence to the laws. They are in line with the best practices to the extent applicable to the company. The Audit
Committee and the Board reviews internal control systems to ensure they remain effective and are achieving their
intended purpose. Weaknesses, if any, are identified and new procedures are put in place to strengthen controls.

The Company has also appointed an Internal Auditor as per the provisions of the Companies Act, 2013. The
Company’s internal audit process covers all significant operational areas and reviews the Process and Control. The
Internal Auditor has authority to verify whether the policies and procedures, including financial transactions, are
carried out in accordance with defined processes and variations and exceptions (if any) are justified and reported
properly

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews
performed by management and the relevant board committees, including the audit committee, the Board is of the
opinion that the Company’s internal financial controls were adequate and effective during the financial year 2025-26.

61. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing
the Company’s objectives, projections, estimates and expectations may constitute “forward looking statements" within
the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or
implied in the statement depending on the circumstances.

62. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the
F inancial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives,
staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office:

Plot-18, Sector-140, Phase-2, Nepz Post By order of the Board of Directors

Office, Gautam Buddha Nagar, Dadri, Uttar For CLN Energy Limited

Pradesh, India, 201305 Sd/-

Contact No.: 917579906940

CIN: L33100UP2019PLC121869 Sunil Gandhi

Website: https://www.clnenergy.in Whole Time Director

Email: [email protected] DIN: 08433754

Noida

Thursday, August 27, 2026
Sd/-

Rajiv Seth
Director
DIN:02156211

Noida

Thursday, August 27, 2026

Our directors take pleasure in presenting their Sixth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY

The summary of financial highlights for the financial year ended March 31, 2025, and previous financial year ended March 31, 2024, is given below:

2. STATEMENT OF COMPANY’S AFFAIR AND FUTURE OUTLOOK

During the year under review your Company has been able to live upon its expectations and has been able to generate strong Revenue and Profit figures as compared to the previous financial year 2023-24. During the year under review, the Total Income of the Company stood at Rs. 22,038.51 lacs for the year ended March 31, 2025, as against Rs 13,285.94 Lacs in the previous year. The Company made a Net Profit of Rs. 1292.19 Lacs for the year ended March 31, 2025, as compared to the Net Profit of Rs. 939.84 Lacs in the previous year registering increase of 37.57%.

The Company has obtained the status of being listed on BSE SME Platform with effect from January 30, 2025. The Company managed to raise ? 7,230.00 Lakhs by initial public offer of 28,92,000 equity shares of ? 10 each through its prospectus dated January 28, 2025. Further stakeholder may find the Prospectus though link: https://www.clnenergy.in/ipo.html

Listing on Stock Exchanges: The Company has obtained the status of being listed on BSE SME Platform with effect from January 30, 2025. The Company managed to raise ? 7,230.00 Lakhs by initial public offer of 28,92,000 equity shares of ? 10 each through its prospectus dated January 28, 2025. Further 28,92,000 Equity Shares of face value of Rs. 10/- each were available under the Offer, at Issue Price of Rs. 250. The Offer opened for subscription on January 23, 2025, and closed on January 27, 2025. The Equity shares of CLN Energy Limited have been listed on BSE SME Platform on January 30, 2025.

3. PROSPECT FOR 2025-2026

Your Company has secured a tender for Bharat Sanchar Nigam Limited (BSNL), a leading telecom service provider in India valued at approximately ?107.91 crore to supply Lithium-Ion batteries, this win not only highlights company’s technical capabilities but also reinforces its commitment to supporting critical infrastructure with clean and reliable energy solutions.

4. CHANGE IN NATURE OF BUSINESS. IF ANY

During the year, there has been no change in the nature of business of the Company.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT. 2013

The Company has not transferred any amount to the reserve and surplus. The Reserve and Surplus (including securities premium and retained earnings) as on March 31, 2025, is 8394.01/- Lakh.

6. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, the Cash Flow Statement is included as part of the financial statements in this Annual Report.

7. DIVIDEND

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to formulate a Dividend Distribution Policy applies to the top 1,000 listed entities based on market capitalization. As our Company falls does not falls within this threshold, the formulation and disclosure of a Dividend Distribution Policy is not applicable to us.

8. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to

be transferred to the Investor Education and Protection Fund (IEPF). In FY 2024-25, there was no amount due for transfer to IEPF.

9. SHARE CAPITAL

The Authorized Share Capital of the company as on March 31^st, 2025, is Rs. 11,00,00,000/- divided into 1,10,00,000 equity shares of Rs. 10/-

The Paid-up Share Capital of the Company as on March 31^st, 2025, is Rs 10,55,32,500 divided into 1,05,53,250 Equity shares of Rs. 10/-

Company has appointed Bigshares Services Private Limited as the Registrar and Transfer Agent of the Company.

10. CHANGE IN SHARE CAPITAL:

The Authorised Share Capital of the Company was increased from existing Rs. 5,00,00,000/- (Rupees Five Crore only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 11,00,00,000 (Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each and company issue Bonus shares 42,56,250 (Forty-Two Lakhs Fifty-Six Thousand Two Hundred Fifty) Equity Shares of Rs. 10/- (Rupees Ten only) each.

During the period under review and as on the date of this report following changes took place in the Share Capital of the Company that CLN Energy Limited issue 3,60,000 (Three Lakhs Sixty Thousand) Preference Shares of Rs. 10/-(Rupees Ten only) each/- pursuant to passed through Postal Ballot dated May 30, 2025.

11. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued Equity Shares with Differential Rights as stated in Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014) for the Financial Year.

12. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not provided any Stock Option Scheme to the employees as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

13. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any Sweat Equity Shares during the year under review as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014).

14. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as “Annexure III”.

15. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from SARK & Associates LLP., Practicing Company Secretary is annexed to the Board’s Report as ^uAnnexure IV”.

16. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

17. MATERIAL CHANGES AND COMMITMENTS

The Company has obtained the status of being listed on BSE SME Platform with effect from January 30, 2025.

shares of ? 10 each through its prospectus dated January 28, 2025. Further 28,92,000 Equity Shares of face value of Rs. 10/- each were available under the Offer, at Issue Price of Rs. 250. The Offer opened for subscription on January 23, 2025, and closed on January 27, 2025. The Equity shares of CLN Energy Limited have been listed on BSE SME Platform on January 30, 2025.

18. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 is available on the website of the Company at https://www.clnenergy.in/investor-updates.html

19. REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015. The Policy is provided in Annexed to this Report as “Annexure I”.

20. STATEMENT OF DEVIATION / VARIATION IN UTILIZATION OF FUNDS RAISED:

During the year under review the Company came up with an Initial Public Issue of 28,92,000 equity shares of ? 10.00 each at an issue price of ? 250.00 per equity shares and thereby raised ? 7,230 Lakhs. Pursuant to the Regulation 32 of the Listing Regulations, there was deviation(s) in the use of proceeds of IPO till 31^st March, 2025. The proceeds of IPO were utilised for the objects as disclosed in the Prospectus. Details as on 31^st March, 2025 are as follows:

21. FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company’s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time.

The programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities. The Company circulate news and articles related to the industry on a regular basis and may provide specific regulatory updates from time to time and the Company conduct an introductory familiarization program / presentation, when a new Independent Director comes on the Board of the Company.

During the year under review, two (2) new Independent Directors viz. Bhawna Hundlani and Rakesh Kakkar were inducted to the Board.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. All changes in the composition of the Board during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

1. Mr. Sunil Gandhi (DIN: 08433754) has been Re-designated as Whole Time Director of the Company, for a period of 5 (five) years i.e. with effect from June 19, 2024 to June 18, 2029.

2. Mr. Manish Shah (DIN: 10343779) has been Re-designated as Whole Time Director and Chief Operating Officer of the Company, for a period of 5 (five) years i.e. with effect June 19, 2024 to June 18, 2029.

ii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

iii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.

Manish Shah, whole-time Director of the Company, retires by rotation and offers himself for reappointment.

The brief resume of Mr. Manish Shah, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iv. Key Managerial Personnel

During the period under review and as on the date of Report, the Key Managerial Personnel (KMP) of the Company, appointed under the provisions of Section 203 of the Companies Act, 2013, are as follows:

(a) Mr. Sunil Gandhi (Chief Executive Officer & Whole Time Director)

(b) Mr. Manish Shah (Chief Operating Officer & Whole Time Director)

(c) Mr. Ashish Kumar (Chief Financial Officer) (w.e.f June 19, 2024)

(d) Mr. Rahul Jethwa (Company Secretary & Compliance Officer) (w.e.f February 12, 2025)

During the period under review, the following changes in Key Managerial Personnel occurred:

(a) Mr. Sunil Gandhi (DIN: 08433754) was re-designated as whole-time director & Chief Executive Director w.e.f June 19, 2024

(b) Mr. Manish Shah (DIN: 10343779) was re-designated Whole Time Director & Chief Operating Officer w.e.f June 19, 2024.

(c) Mr. Ashish Kumar appointed as Chief Financial Officer w.e.f June 19, 2024

(d) Ms. Sonal Jhanwar served as the Company Secretary & Compliance Officer until February 12, 2025.

(e) Mr. Rahul Jethwa was appointed as the Company Secretary & Compliance Officer effective February 12, 2025.

23. BOARD MEETINGS:

Company held Sixteen meeting of its Board of Directors during the year on April 01, 2024, April 18, 2024, June 03, 2024, June 07, 2024, June 18, 2024, June 20, 2024, June 24, 2024, July 27, 2024, September 02, 2024, September 09, 2024, November 21, 2024, December 12, 2024, January 22, 2025, January 28, 2025, February 12, 2025 and March 27, 2025

COMMITTEES OF THE BOARD

(A) Audit Committee

The Audit Committee, as per Section 177 of Companies Act, 2013, was constituted on June 18, 2024 under the Chairmanship of Ms. Bhawna Hundlani. After constitution the committee met One (1) time with full attendance of all the members. The composition of the Audit Committee as at March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, was constituted on June 18, 2024 under the Chairmanship of Ms. Bhawna Hundlani. The composition of the Nomination and Remuneration Committee as at March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure I”.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Mr. Rakesh Kakkar. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2025.

Mr. Rahul Jethwa, Company Secretary and Compliance Officer of the Company, w.e.f. 12^th February, 2025.

(D) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee, as per Section 135 of Companies Act, 2013, was constituted on June 18, 2024 under the Chairmanship of Mr. Sunil Gandhi. The composition of the Corporate Social Responsibility Committee as at March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

24. BOARD EVALUATION:

Our Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2025. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

The Board carried out formal annual evaluation of its own performance and that of its committees viz., the Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.

25. CORPORATE SOCIAL RESPONSIBILITY-

The Company does fall under the criteria laid under the provisions of Section 135 of the Companies Act 2013 and rules framed there under for the year ended 31^st March 2025. During the period 20242025 the company has spent Rs. 17,00,000/- on CSR activity to Suraj Charitable Trust on 27^th March, 2025

Further, for the year ended March 31, 2025, the company Ms a net profit of ? 12.92 Crores (Twelve Crore and Ninety-Two Lakhs

crore. Therefore, according to the provisions of Section 135 of the Companies Act 2013, the company will spend at least two percent of the average net profits of the company made during the three immediately preceding financial years during the financial year 2025-26.

26. AUDITORS:

i. Statutory Auditors:

During the Period 2024-2025 the company had M/s. Suraj Mishra & Associates as Statutory Auditor of the company on November 21, 2024 the Statutory auditor resigned and casual vacancy arise and The Board has appointed M/s DGMS & Co., Chartered Accountants as the statutory auditors of the Company in casual vacancy for doing audit for the period 2024-25.

Further appointed for 5 years in ensuing Annual General Meeting till the conclusion of the 11^th Annual General Meeting to be held in the year 2030 on such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.”

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed SARK & Associates LLP firm of Company Secretaries in Practice (CP No.9304), to undertake the Secretarial Audit of the Company for the F.Y. 2024-25. The Secretarial Audit Report for F.Y. 2024-25 is annexed herewith as “Annexure II”.

iii. Cost Auditor:

The Company does fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies (Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the applicability of cost audits, as specified by the Central Government under Section 148 of the Companies Act, 2013, are applicable to the Company. The company appointed SAH & Co. (Firm Registration No. 103920) as cost Auditor of the company for the FY 2025-2026.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s PMRY & Co Chartered Accountants, Mumbai as the Internal Auditors of your Company for the financial year 2024-25 and 2025-26. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

27. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks. Report of the Statutory and Secretarial Auditor is given as an Annexure, which forms part of this report.

28. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.clnenergy.in/policies.html

29. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s PMRY & Co., Chartered Accountants, as an Internal Auditors of the Company for the year under review, to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2024-25.

30. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

31. LISTING WITH STOCK EXCHANGES:

During the period under review, CLN Energy Limited was listed on the SME Platform of the BSE Limited dated January 30, 2025. It has paid the annual Listing Fees for the year 2025-26 to BSE Limited.

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

33. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 60470/-

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25: 17%

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 150

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of 1,00,00,000 / - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

34. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website https://www.clnenergy.in/policies.html

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - We installed BESS of 100KW/120kWh in FY24-25 to replace DG and further planning to install additional 500KW/600kWh in FY25-26. We installed solar panel of 10KW to backup utility load and further planned to install 150 KW in FY25-26. Added Regenerative machine which can save upto 75% energy as compared to regular machine which saves around 400 MWh energy last year.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - BESS (Battery & PCS) having cost of 30 Lacs. Added New Machine having cost of 200 Lacs around (Battery ageing machine regen. based - 4 Nos. Cell ageing Machine regen. based -8 Nos.)

ii. Technology absorption

a) The efforts made towards technology absorption. - Successfully developed telecom batteries (48 V 100Ah) for BSNL and other telecom player as a Class-1 Supplier, with less than 50% imported content and same is validated and approved by TSEC (BNSL).

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Reduced product cost by 20% while improving quality, resulting in lower complaint rates.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Transitioned to Indian-manufactured BMS, reducing import dependency. Planning to develop our own BMS by next fiscal year.

iii. The expenditure incurred on Research and Development - Expenditure on software: Around 10 Lacs (Need to verify with accounts) Expenditure on Certification and testing - Around 40 lacs (Need to verify with accounts) Technology Absorption (Miss.): Around 30 Lacs (NPD, Testing).

iv. Foreign exchange earnings and Outgo (In lakhs) - Earnings - Rs. 5,661.60 /- and Outgo Rs.

4530. 70/-

36. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of Loans given, Investments made, Guarantees given and Securities provided are provided in the financial statements.

37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, if required. The details of the related party transactions as required under Indian Accounting Standard (Ind AS) 110 are set out in Note to the financial statements forming part of this Annual Report.

38. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

39. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website https://www.clnenergy.in/policies.html

40. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

41. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

42. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

43. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

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, 2013and an

Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under. The Company provide the following details:

a. The number of sexual harassment complaints received during the year: - Nil

b. The number of such complaints disposed of during the year: - NA

c. The number of cases pending for a period exceeding ninety days: - Nil

44. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

45. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

46. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

47. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ‘Believing in People’ is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters.

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

48. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

49. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

2. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

50. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates 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.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. T

nancial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls

2024-25.

51. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of Directors confirm that all the systems, policies, procedures and frameworks which are currently operational within the Company are adequate for ensuring the orderly and efficient conduct of its business and adherence to the laws. They are in line with the best practices to the extent applicable to the company. The Audit Committee and the Board reviews internal control systems to ensure they remain effective and are achieving their intended purpose. Weaknesses, if any, are identified and new procedures are put in place to strengthen controls.

The Company has also appointed an Internal Auditor as per the provisions of the Companies Act, 2013. The Company’s internal audit process covers all significant operational areas and reviews the Process and Control. The Internal Auditor has authority to verify whether the policies and procedures, including financial transactions, are carried out in accordance with defined processes and variations and exceptions (if any) are justified and reported properly

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2024-25.

52. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may constitute “forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances

53. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

Your directors have the pleasure of presenting Fourth Directors’ Report on the business and
operations of CLN Energy Limited (Formerly known as “CLN Energy Private Limited &
JLNPhenix Energy Private Limited”) (‘Company’) together with the Audited Financial
Statement for the financial year ended on March 31, 2024:

FINANCIAL RESULTS

OPERATION AND BUSINESS PERFORMANCE

Yours Company’s operation for the year ended March 31, 2024 resulted in a net profit of Rs.
9,39,84,000/- as compared to a net profit of Rs. 11,188,000/- in the previous year March 31,
2023.

TRANSFER TO RESERVES

The Company has transferred Rs. 939.84 lakhs to the reserve and surplus.The Reserve and
Surplus (including securities premium and retained earnings) as on March 31, 2024, is
996.84/- Lakh.

DIVIDEND

The Company needs capital for its future expansion. Therefore, the Board has decided to
plough back profit into the Company for funding its expanding operations. Hence, no
dividend is recommended for the year ended March 31, 2024.

DISCLOSURE ABOUT COST AUDIT

As per Section 148 of the Act, the Company is required to have the audit of its cost records
conducted by a Cost Accountant. The Board of Directors of the Company has approved the
appointment of M/s SAH & Co., a firm of Cost Accountants in Practice (Registration No.
103920) as the Cost Auditors of the Company to conduct cost audits for relevant products
prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending
March 31, 2024. The Board approved the remuneration payable to the Cost Auditor subject
to ratification of their remuneration by the Members at the forthcoming AGM. M/s SAH &
Co. have, under Section 139(1) of the Act and the Rules framed thereunder furnished a
certificate of their eligibility and consent for appointment.

M/s SAH & Co. have, under Section 139(1) of the Act and the Rules framed thereunder
furnished a certificate of their eligibility and consent for appointment.

The cost accounts and records of the Company are duly prepared and maintained as
required under Section 148(1) of Act.

INTERNAL AUDIT

As per section 138 of the Companies Act, 2013, the Company is not required to conduct
Internal Audit.

AUTHORISED SHARE CAPITAL

As on 31st March, 2024, the Authorised Share Capital of the Company was Rs. 5,00,00,000
(Rupees Five Crore) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees
Ten) each.

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL:

As on 31st March, 2024, the Issued and Subscribed and Paid-up Share Capital of the
Company was Rs. 3,40,50,000/- (Rupees Three Crore, Forty Lakhs, Fifty Thousand)
Divided into 34,05,000 equity shares of Rs. 10/- (Rupees Ten) each.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in the nature of Business.

PARTICULARS OF EMPLOYEE

Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not applicable to the Company as none of the employees is being paid in excess of
the statutory limit.

MEETINGS

BOARD MEETINGS HELD DURING THE YEAR ARE AS FOLLOWS:

STATUTORY AUDITORS

M/s Suraj Mishra & Associates (FRN: 037530N), Chartered Accountants, were appointed as
the statutory auditors of the Company at the AGM held on 22^nd November, 2023 and will
hold office until the AGM scheduled for 2028. for the financial year 2023-24.

AUDITORS’ REPORT

The Auditor’s Report to the Members together with Accounts for the year ended on March
31, 2024 and Note on financial statement referred to in the Auditor’s Report are self¬
explanatory and do not call for any further comments. The Auditor’s Report does not contain
any qualification, reservation, or adverse remark.

REMUNERATION POLICY

The provisions of section 178 (1) regarding constitution of Nomination and Remuneration
Policy are not applicable to the Company.

DEPOSITS

During the year, the Company has neither accepted any deposits from the public, nor does it
have any scheme to invite any such deposits within the meaning of the Companies Act, 2013
and rules framed thereunder.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans, directly or indirectly or
provided any security, made any investments to parties covered under section 186 of the
Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relate on the
date of this report.

DIRECTOR AND KEY MANAGERIAL PERSON

During the financial year 2023-24, Mr. Manish Shah, General Manager of the Company was
appointed as Whole time director of the Company on October 09, 2023 and Mr. Jeevan
Chand has resigned as director form the board on February 21, 2024.

DECLARATION BY INDEPENDENT DIRECTOR

Since your Company was Private Limited Company in F.Y 2023-2024, it is not required to
appoint Independent Director in terms of Section 149 (4) and Rule 4 of the Companies
(Appointment and Qualification of Directors) Rules, 2014

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of the Companies Act, 2013 and (Corporate Social Responsibility Policy) Rules,
2014 made under it prescribe that every company having a net worth of Rs.500 crore or
more, or turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during
any financial year shall ensure that the company spends, in every financial year, at least 2% of
the average net profits made during the three immediately preceding financial years, in
pursuance of its Corporate Social Responsibility (CSR) Policy. The provisions pertaining to
CSR as prescribed under the Companies Act, 2013 will be applicable to the Company for the
FY 2024-2025.

The board of the directors of the Company ensures that Company will constitute CSR
Committee and approve the Company CSR policy as per rules and regulations under the
Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Statement pursuant to section 134(3)(h) read with section 188(1) of the Companies Act,
2013 and Companies (Accounts) Rules, 2014 is attached as Annexure-A.

RISK MANAGMENT

The Company has appropriate internal control systems for business processes with regard to
its operations, financial reporting and compliance with applicable laws and regulations. It has
documented policies and procedures covering financial and operating functions and
processes. These policies and procedures are updated from time to time and compliance is
monitored by the internal audit function as per the audit plan. The Company continues its
efforts to align all its processes and controls with best practices.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of complaints of sexual
harassment at workplace in compliance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules
thereunder. The Company has constituted an Internal Complaints Committee (ICC) for
reporting and conducting inquiry into the complaints filed by the victim. During the year

under review, there no complaint was filed under the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO

The statement pursuant to section 134(3) (m) of the Companies Act, 2013 read with the
Companies (Accounts of Companies) Rules, 2014 is given below:

A. CONSERVATION OF ENERGY:

I the steps taken or impact on conservation of energy: NA

II the steps taken by the Company for utilising alternate sources of energy: NA

III the capital investment on energy conservation equipments: NA

B. TECHNOLOGY ABSORPTION:

I the efforts made towards technology absorption: NA

II the benefits derived like product improvement, cost reduction, product development
or import substitution: NA

III in case of imported technology (imported. During the last three years reckoned from
the beginning of the financial year): NA

(a) the details of technology imported:

(b) the year of import:

(c) whether the technology been fully absorbed:

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and

(e) the expenditure incurred on Research and Development
(C) Foreign exchange earnings and Outgo

The Foreign Exchange earned during the year : 3,134.34 Lakh

in terms of actual inflows

The Foreign Exchange outgo during the year : 4,663 Lakh

in terms of actual outflows

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS. COURTS AND TRIBUNALS

There are no significant and material order has been passed by the regulators, courts,
tribunals impacting the going concern status and Company’s operations in future.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with
respect to Directors’ Responsibility Statement, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates 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 and loss of the Company for that year.

3. The Directors had taken proper and sufficient care 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.

4. The Directors had prepared the annual accounts on a going concern basis.

5. The Director had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

6. The Directors of the Company had ensured compliances of applicable Secretarial
Standards issued by The Institute of Company Secretaries of India.

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no pending cases / complaints / applications under the Insolvency and
Bankruptcy Code, 2016 during the financial year.

ONE TIME SETTLEMENT

The Company did not enter into any one time settlement with any Banks or Financial
Institutions during the financial year.

ACKNOWLEDGEMENTS

Your Company has maintained healthy, cordial and harmonious relations at all levels. The
enthusiasm and unstinted efforts of the employees has enabled your Company to remain at
the forefront of the Industry.

Your Directors place on record their sincere appreciation for significant contributions made
by the employees through their dedication, hard work and commitment for success and
growth of the Company.

cooperation and support.

Your Directors take this opportunity to express their appreciation for the encouragement,
co-operation and support received by the Company from the local authorities, bankers,
customers, vendors, business associates and all other stakeholders.

For and on behalf of the Board of Directors
CLN Energy Limited

S/d S/d

Sunil Gandhi Manish Shah

Director & Chief Executive Officer Director

DIN: 08433754 DIN: 10343779

Place: Noida
Date: June 03, 2024