Annual Report of the Company for the Financial Year 2025-26 along with Notice of the 7th Annual General Meeting (AGM).

September 01, 2026 Listing Department, BSE Limited, PJ Towers, Dalal Street, Fort, Mumbai - 400 001 Scrip Code: 544347 Dear Sir/Madam, Sub.: Annual Report of the Company for the Financial Year 2025-26 along with Notice of the 7th Annual General Meeting (AGM). Pursuant to the provisions of Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) please find enclosed herewith the copy of the Annual Report for the Financial Year 2025-26 along with Notice of 7th Annual General Meeting (“AGM”) scheduled on Friday, September 25, 2026 at 01:00 P.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). Further, the aforesaid Annual Report along with Notice of the AGM has also been uploaded on the website of the Company at Investor Relations — BSE SME Listed | CLN Energy. Kindly take the above on record. Thanking You, Yours Faithfully, For CLN Energy Limited Bhavika Mundra Company Secretary and Compliance Officer ANNUAL REPORT 2025-2026 CLN ENERGY LIMITED CIN: L33100UP2019PLC121869 Registered Office: Plot No 18, Sector 140, phase 2, Nepz Office, Gautam Buddha Nagar, Dadra, Uttar Pradesh, 201305 2 | P a ge 7th ANNUAL REPORT 2025-26 INDEX S. No. Contents of this Report Page No. (I) Corporate Information 3 (II) Notice of Seventh Annual General Meeting along with Annexures 6 (III) Board’s Report along with Annexures 35 (IV) Standalone Financial Statements 92 (V) Consolidated Financial Statements 132 3 | P a ge 7th ANNUAL REPORT 2025-26 CORPORATE INFORMATION Board of Executive Directors Mr. Sunil Gandhi Directors Mr. Manish Shah (Upto July 01, 2026) Mr. Rahul Bhatnagar (w.e.f. July 01, 2026) Mr. Sanni Kumar (w.e.f. July 01, 2026) Independent Directors Ms. Bhawna Hundlani Mr. Rakesh Kakkar Non-Executive Directors Mr. Rajiv Seth Committee Nomination and Ms. Bhawna Hundlani (Chairperson) Remuneration Committee Mr. Rakesh Kakkar (Member) Mr. Rajiv Seth (Member) Audit Committee Mr. Rakesh Kakkar (Chairperson) (w.e.f. August 27, 2026) Ms. Bhawna Hundlani (Member) (Upto August 27, 2026 Chairperson and w.e.f. same date became member.) Mr. Sunil Gandhi (Member) Stakeholders Relationship Mr. Rakesh Kakkar (Chairperson) Committee Ms. Bhawna Hundlani (Member) Mr. Sunil Gandhi (Member) Corporate Social Mr. Sunil Gandhi (Chairperson) Responsibility Mr. Rakesh Kakkar (Member) Mr. Manish Shah (Upto July 01, 2026) (Member) Mr. Sanni Kumar (w.e.f. July 01, 2026) (Member) Key Managerial Personnel Mr. Sunil Gandhi (Whole-time Director and CEO) Mr. Manish Shah (Whole-time Director and COO) (Upto July 01, 2026) Mr. Sanni Kumar (Additional Director designated as Whole-time Director) (w.e.f. July 01, 2026) Mr. Ashish Kumar (Chief Financial Officer) Mr. Rahul Jethwa (Company Secretary and Compliance Officer Upto September 08, 2025) Ms. Bhavika Mundra (Company Secretary and Compliance Officer w.e.f. September 08, 2025) Statutory Auditor M/s DGMS & Co. Practising Chartered Accountants (Firm Registration No. 0112187W) Office No. 10, Vihang Vihar, Opp. Gautam Park, Panchpakhadi, Thane (West) – 400602, Maharashtra, India. Registrar And Share Bigshare Services Private Limited Transfer Agent Office No S6-2, 6th Floor, Pinnacle Business Park, next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai, Maharashtra, 400093 4 | P a ge 7th ANNUAL REPORT 2025-26 Secretarial Auditor M/s SARK & Associates LLP Practicing Company Secretary (Certificate of Practice: 9304) Unit No. 217, Gundecha Industrial Estate, Akruli Road, Kandivali East, Mumbai – 400101 Internal Auditor M/s PMRY & Co. Practising Chartered Accountants Shop No. 1, First Floor, Extension – 1, Opposite Metro Pillar No. – 405, Main Rohtak Road, Nangloi Cost Auditor M/s SAH & Co. Practising Cost Accountants E 113A, Block E, sector 4, Lajpat Nagar, Shibabad, Ghaziabad, UP - 201005 5 | P a ge 7th ANNUAL REPORT 2025-26 Request to Members Members are requested to send their queries, if any, relating to the annual report, shareholding, etc., to the Company Secretary at the Corporate Office of the Company, on or before Thursday, September 24, 2026 so that the answers / details can be kept ready at the Annual General Meeting. Bhavika Mundra (Company Secretary and Compliance Officer) Plot No 18, Sector 140, Phase 2, Nepz Office, Gautam Buddha Nagar, Dadra, Uttar Pradesh, 201305 Tel: 75799 06940 Mail: compliance@clnenergy.in 6 | P a ge 7th ANNUAL REPORT 2025-26 NOTICE NOTICE is hereby given that the Seventh Annual General Meeting of the Members of CLN Energy Limited will be held on Friday, September 25, 2026 at 1:00 P.M. through Video Conference (VC) / Other Audio-Visual Means (OAVM) to transact the following business: ORDINARY BUSINESS: 1. To consider and adopt the: a. Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Directors’ Report and Auditors’ Report thereon; b. Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Directors’ Report and Auditors’ Report thereon; 2. To appoint a Director in place of Mr. Sunil Gandhi (DIN: 08433754), who retires by rotation and being eligible, offer himself for re-appointment. SPECIAL BUSINESS: 3. To approve remuneration of Cost Auditor for 2026-27; To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and such other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration of Rs. 85,000/- (Rupees Eighty Five Thousands only), as recommended by the Audit Committee and approved by the Board of Directors payable to M/s. SAH & Co., Practicing Cost Accountant (Firm Registration No. 103920) as Cost Auditors to conduct the audit of the relevant Cost records of the Company as prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, for the financial year ending March 31, 2027 be and is hereby ratified and confirmed. RESOLVED FURTHER THAT any of the Directors of the Company or Company Secretary of the Company be and are hereby authorised to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.” 4. To approve regularization of additional Director Mr. Rahul Bhatnagar (DIN: 01563122) designated as an Executive Director of the Company: To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160, 161, 197 and any other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and any other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations"), and all other statutory approvals, as may be required, and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the consent of the Members of the Company be and is hereby accorded to the appointment of Mr. Rahul Bhatnagar (DIN: 01563122), who was appointed as an Additional Director (Executive) of the Company by the Board of Directors with effect from Wednesday, July 01, 2026, pursuant to Section 161(1) of the Act, and who holds office up to the date of this Annual General Meeting, as a Director of the Company, 7 | P a ge 7th ANNUAL REPORT 2025-26 designate [Showing first 8,000 characters — download PDF for full document]