CLN Energy Ltd Auditor Reports

To,

(Formerly Known As JLNPhenix Energy Private Limited)

Plot-18, Sector-140, Phase-2, Nepz Post Office,

Gautam Buddha Nagar, Dadri, Uttar Pradesh,

India, 201305.

Dear Sir/Maam,

We have examined the attached Restated Financial Statement along with the Significant Accounting Policies and related notes of CLN Energy Limited (Formerly Known As JLNPhenix Energy Private Limited) (the Company) as at and for the financial year ended March 31, 2024, March 31, 2023, March 31, 2022 annexed to this report and prepared by the Company for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") (being collectively referred as "Offer Document") in connection with its proposed Initial Public Offer ("IPO") on the SME Platform of the BSE Limited ("BSE").

1. The said Restated Financial Statements and other Financial Information have been prepared in accordance with the requirements of:

i) Section 26 of Part I of Chapter III to the Companies Act, 2013("the Act") read with Companies (Prospectus and Allotment of Securities) Rules 2014;

ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 ("ICDR Regulations") issued by the Securities and Exchange Board of India ("SEBI") in pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992 and related amendments / clarifications from time to time;

iii) The terms of reference to our engagements with the Company requesting us to carry out the assignment, in connection with the Offer Document being issued by the Company for its proposed IPO of equity shares on SME Platform of the BSE Limited ("BSE"); and

iv) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India ("Guidance Note").

2. We have examined the accompanied ‘Restated Statement of Profit and Loss (Annexure - II) for the financial year ended on March 31, 2024, March 31, 2023, March 31, 2022, the ‘Restated Statement of Assets and Liabilities (Annexure-I) as on above dates and ‘Restated Financial Statement of Cash Flows (Annexure-III) as on above dates, forming part of the ‘Financial Information dealt with by this Report, detailed below. Both read together with the Significant Accounting Policies and Notes to Accounts (Annexure - IV & V) thereon. The Restated Financial Information has been prepared by Companys management. The information has been extracted from the financial statements for the financial year ended on March 31, 2024, March 31, 2023, March 31, 2022.We have re-audited the financial statement for the financial year 2023-24 as per the generally accepted accounting principles in India as the previous statutory auditor did not hold peer-review certificate. The Financial Statement for the year ended March 31, 2024, March 31, 2023, March 31, 2022 were audited by Suraj Mishra & Associates, Chartered Accountants, being the Statutory Auditor of the Company, which were approved by the Board of Directors as on June 03, 2024, October 31, 2023, September 20, 2022 respectively and upon which we have placed our reliance while reporting.

3. In terms of Schedule VI (Part A) (11) (II) (i) of the SEBI (ICDR) Regulations, 2018 and other provisions relating to accounts of CLN Energy Limited, we, M/s. D G M S & CO, Chartered Accountants, have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

4. Based on our examination, we report that:

a. The "Restated Financial Statement of Assets and Liabilities" as set out in Annexure I, "Restated Financial Statement of Profit and Loss" as set out in Annexure II and "Restated Financial Statement of Cash Flows" as set out in Annexure III to this report, of the Company as at March 31, 2024, March 31, 2023, March 31, 2022 is prepared by the Company and approved by the Board of Directors. These Restated Financial Statements have been arrived at

after making such adjustments and regroupings to the financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV & V to this Report.

b. The Restated Financial Statements have been made after incorporating adjustments for:

i. The changes, if any, in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policy for all the reporting period /years.

ii. Prior period and other material amount in the respective financial years to which they relate.

iii. Extra-ordinary items, if any, that needs to be disclosed separately in the accounts requiring adjustments, which are stated in the Notes to Accounts as set out in Annexure V.

c. There were no qualifications in the Audit Reports issued by Statutory Auditor(s) for the period ended on March 31, 2024, March 31, 2023, and March 31, 2022.

5. At the request of the company, we have also examined the following financial information ("Other Financial Information") proposed to be included in the offer document prepared by the management and approved by the board of directors of the company and annexed to this report:

6. In our opinion, the Restated Financial Statements and the other Financial Information set forth in Annexure I to VIII read with the significant accounting policies and notes to the restated financial statements have been prepared in accordance with section 26 of Companies Act, 2013 and the SEBI Regulations and the Guidance Note on the reports in Company Prospectus (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI).

Consequently, the financial information has been prepared after making such regroupings and adjustments as were, in our opinion, considered appropriate to comply with the same. As a result of these regrouping and adjustments, the amount reported in the financial information may not necessarily be the same as those appearing in the respective audited financial statements for the relevant years.

7. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

8. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

9. This report is intended solely for your information and for inclusion in the Offer document in connection with the Companys proposed IPO of equity shares and is not to be used, referred to or distributed for any other purpose without our prior written consent.