CLN Energy Ltd Directors Report

To, The Members, CLN Energy Limited

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 31st 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:

Particulars (Rs. in Lakhs)	Standalone 31-Mar-2026	Standalone 31-Mar-2025	Consolidated 31-Mar-2026	Consolidated 31-Mar-2025
Total Income	35,077.72	22,038.51	35,133.22	22,038.51
Less: Expenditure	31,663.51	19,526.04	31,716.37	19,526.05
Profit before Depreciation	3,414.21	2,512.47	3,416.85	2,512.46
Less: Depreciation	664.14	627.99	664.15	627.99
Profit before Tax	2,750.07	1,884.47	2,752.70	1,884.47
Exceptional loss	-	-	-	-
Provision for Taxation	694.58	592.28	695.26	592.28
Profit after Tax (before Minority Interest)	2,055.49	1,292.19	2,057.43	1,292.19
Less: Minority Interest	-	-	(2.53)	-
Profit after Tax (after Minority Interest)	2,055.49	1,292.19	2,054.90	1,292.19
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income	2,055.49	1,292.19	2,054.90	1,292.19
Earnings Per Share (Face Value \u20b9 10)
(1) Basic	19.48	15.87	19.50	14.98
(2) Diluted	19.48	15.87	19.50	14.96

2. STATEMENT OF COMPANYS 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 Companys foray into the Middle East market. These initiatives are aligned with the Companys 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 6th Annual General Meeting. The same have been approved by shareholders on August 06, 2025 being date of 6th 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 6th 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

Sr. No.	Particulars	Details
(a)	options granted;	1,60,046 Stock options are granted under CLN Energy Limited Employee Stock Option Plan-2025 (ESOP 2025) passed through resolution by circulation dated February 02, 2026
(b)	Options vested	Nil
(c)	Options exercised	Nil
(d)	The total number of shares arising as a result of exercise of option	Nil
(e)	Options lapsed	Nil
(f)	The exercise price	Rs. 10
(g)	Variation of terms of options	NA
(h)	Money realized by exercise of options	Nil
(i)	Total number of options in force	Nil
(j)(i)	Employee-wise details of options granted to: Key Managerial Personnel	1. Mr. Ashish Kumar (21,000 options granted)
(j)(ii)	Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year	1. Mr. Sanni Kumar: 16800 2. Mr. Mainak Bhania: 10800 3. Mr. Ashish Kumar: 21000 4. Mr. Karunesh Shukla: 12490 5. Mr. Kaushal Kishor: 11600
(j)(iii)	Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	No employee was granted option, equal to or exceeding 1% of the issued capital of the Company.

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. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements 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 Boards Report

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 Electrovalt 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 (FY 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 Companys 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 Companys website at https://www.clnenergy.in/investor-relations .

21. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Constitution of Board

Sr. No	Name	Designation	DIN	Date of Appointment	Date of Cessation
1	Sunil Gandhi	Whole-time Director	08433754	18/08/2020	-
2	Rajiv Seth	Director	02156211	14/02/2024	-
3	Rakesh Kakkar	Director	05190517	19/06/2024	-
4	Bhawna Hundlani	Director	10459772	19/06/2024	-
5	Rahul Bhatnagar	Additional Director	01563122	01/07/2026	-
6	Sanni Kumar	Additional Director	11799228	01/07/2026	-
7	Manish Shah	Whole-time Director	10343779	09/10/2023	01/07/2026

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

Sr. No	Name	Designation	Date of Appointment	Date of Cessation
1	Sunil Gandhi	Chief Executive Officer (CEO)	09/04/2022	-
2	Ashish Kumar	Chief Financial Officer (CFO)	19/06/2024	-
3	Bhavika Mundra	Company Secretary and Compliance Officer	08/09/2025	-
4	Rahul Jethwa	Company Secretary and Compliance Officer	12/02/2025	08/09/2025

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:

S. No.	Name of Director	Designation	Date of Change	Reason for change
1.	Mr. Rahul Jethwa	Company Secretary & Compliance Officer (Resignation)	08/09/2025	Cessation
2.	Ms. Bhavika Mundra	Company Secretary & Compliance Officer (Appointment)	08/09/2025	Appointment

Further, the following changes occurred after period under review:

S. No.	Name of Director	Designation	Date of Change	Reason for change
1	Mr. Manish Shah	Whole-time Director & Chief Operating Officer	01/07/2026	Resignation
2	Mr. Rahul Bhatnagar	Additional Executive Director	01/07/2026	Appointment
3	Mr. Sanni Kumar	Additional Director designated as Whole-time Director	01/07/2026	Appointment

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 Companys 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 Companys 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 27th 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 Directors 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.

Sr. No.	Name of the director	Number of Meetings which director was entitled to attend	Number of Meetings attended	% of attendance	Whether attended AGM held on 07/08/2025 (Y/N/NA)
1.	Sunil Gandhi	14	14	100%	Y
2.	Rajiv Seth	14	10	71.43%	Y
3.	Manish Shah	14	14	100%	Y
4.	Rakesh Kakkar	14	13	92.85%	Y
5.	Bhawna Hundlani	14	14	100%	Y

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 Companys 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 Companys 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:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			24/04/2025	29/05/2025	03/07/2025	25/10/2025	14/11/2025
Ms. Bhawna Hundlani	Non-Executive - Independent Director	Chairperson	Yes	Yes	Yes	Yes	Yes
Mr. Rakesh Kakkar	Non-Executive - Independent Director	Member	No	Yes	Yes	Yes	Yes
Mr. Sunil Gandhi	Whole Time Director & CEO	Member	Yes	Yes	Yes	Yes	Yes

*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 companys 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 auditors 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 auditors 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 the Committee 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:

Name of Director	Category	Position in the committee	Attendance at the Nomination and Remuneration Committee Meetings held on
			03/07/2025	08/09/2025
Ms. Bhawna Hundlani	Non-Executive - Independent Director	Chairperson	Yes	Yes
Mr. Rakesh Kakkar	Non-Executive - Independent Director	Member	Yes	Yes
Mr. Rajiv Seth	Non-Executive Director	Member	Yes	Yes

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 Boards 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:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders Relationship Committee held on 13/05/2025
Mr. Rakesh Kakkar	Non-Executive Independent Director	Chairperson	Yes
Ms. Bhawna Hundlani	Non-Executive Independent Director	Member	Yes
Mr. Sunil Gandhi	Whole Time Director & CEO	Member	Yes

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 / stakeholders 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:

S No.	Name of Committee members	Category	Position in the committee	Attendance at the Corporate Social Responsibility Committee held on 29/07/2025
1	Mr. Sunil Gandhi	Whole Time Director & CEO	Chairperson	Yes
2	Mr. Rakesh Kakkar	Non-Executive Independent Director	Member	Yes
3	Mr. Manish Shah	Whole Time Director & COO	Member	Yes

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

S No.	Name of Committee members	Category	Position in the committee	Attendance at the Corporate Social Responsibility Committee held on 29.07.2025
1	Mr. Sunil Gandhi	Whole Time Director & CEO	Chairperson	Yes
2	Ms. Rakesh Kakkar	Non-Executive Independent Director	Member	Yes
3	Mr. Sanni Kumar	Additional Director designated as Whole-time Director	Member	Yes

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 of the 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:

S.no	Type of Meeting/Postal Ballot	Date of General Meeting/ Postal Ballot	Whether attended by all Directors
1.	Postal Ballot	May 30, 2025	Yes
2.	Annual General Meeting	August 07, 2025	Yes

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 11th 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 Annexure II.

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. AUDITORS REPORT:

The Auditors Report and Secretarial Auditors 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 Companys 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 Companys 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 Companys 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 Companys 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 150kW 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 (48V 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:

Particulars	Current Year (2025-26) (Rs in Lacs)	Previous Year (2024-25) (Rs in Lacs)
Foreign Exchange Earned (Foreign exchange fluctuation gain/loss)	314.77	-80.72

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 31st 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 31st 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 arms 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 Companys 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 Companys 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 companys 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 Companys 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 number of sexual harassment complaints received during the year	Nil
The number of such complaints disposed of during the year	Nil
The number of such complaints not disposed of during the year	Nil
The number of cases pending for a period exceeding ninety days	Nil

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 Companys 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 Companys 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 /Takeover/Demerger or Arrangement with its Members and/or Creditors.

55. CREDIT RATING:

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

Total Bank Loan facilities rated	55 crore
Rating	CARE BBB; Stable / CARE A3

Revision in credit rating after period under review:

Total Bank Loan facilities rated	140 crore
Rating	CARE BBB; Stable / CARE A3+

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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 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.

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: compliance@clnenergy.in	DIN: 08433754
	Noida
	Thursday, August 27, 2026
	Sd/-
	Rajiv Seth
	Director
	DIN:02156211
	Noida
	Thursday, August 27, 2026