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.