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

FINANCIAL RESULTS

OPERATION AND BUSINESS PERFORMANCE

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

TRANSFER TO RESERVES

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

DIVIDEND

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

DISCLOSURE ABOUT COST AUDIT

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

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

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

INTERNAL AUDIT

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

AUTHORISED SHARE CAPITAL

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

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL:

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

CHANGE IN NATURE OF BUSINESS

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

PARTICULARS OF EMPLOYEE

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

MEETINGS

BOARD MEETINGS HELD DURING THE YEAR ARE AS FOLLOWS:

STATUTORY AUDITORS

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

AUDITORS’ REPORT

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

REMUNERATION POLICY

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

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

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

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

DIRECTOR AND KEY MANAGERIAL PERSON

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

DECLARATION BY INDEPENDENT DIRECTOR

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

RELATED PARTY TRANSACTIONS

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

RISK MANAGMENT

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

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

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

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

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

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

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

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

A. CONSERVATION OF ENERGY:

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

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

III the capital investment on energy conservation equipments: NA

B. TECHNOLOGY ABSORPTION:

I the efforts made towards technology absorption: NA

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

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

(a) the details of technology imported:

(b) the year of import:

(c) whether the technology been fully absorbed:

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

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

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

in terms of actual inflows

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

in terms of actual outflows

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

2. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year, and of
the profit and loss of the Company for that year.

3. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company, and for preventing and detecting fraud and other irregularities.

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

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

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

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

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

ONE TIME SETTLEMENT

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

ACKNOWLEDGEMENTS

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

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

cooperation and support.

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

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

S/d S/d

Sunil Gandhi Manish Shah

Director & Chief Executive Officer Director

DIN: 08433754 DIN: 10343779

Place: Noida
Date: June 03, 2024