Auditor Report of CLN Energy Ltd.

Mar 31, 2025

CLN ENERGY LIMITED (Formerly CLN ENERGY PRIVATE LIMITED AND ILNPHENIX ENERGY PRIVATE LIMITED)

Report on the Financial Statements Opinion

We have audited the accompanying financial statements of CLN Energy Limited (Formerly CLN ENERGY PRIVATE LIMITED AND ILNPHENIX ENERGY PRIVATE LIMITED) which comprise the Balance Sheet as at 31- March, 2025, and the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, (Hereinafter referred to as the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ( the Act ) in the manner so required and give a true and fair view inconformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2015, as amended, ("AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, the profit and Loss account and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

There are no Key Audit Matters Reportable as per SA 701 issued by ICAI X#"s~SX

information Other than the Financial Statements and Auditor’s Report Thereon

Management''s Responsibility for the Financial Statements

going concern and using the going concern basis'' of accounfinf *1 ^app,lcab,e'' ^matters related to to liquidate the Company or to cease operations, £ hirSisS^S^"^

Those Board of Directors are also responsible for overseeing the Company''s financial reporting Auditor''s Responsibility

Evakate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• exclude on the appropriateness of management’s use of the going concern basis of

conditions that may cast significant doubt on the Comnanv

• Evaluate the overall presentation, structure and content of the stand

statements, including the disclosures, and whether the standalone financial statements

2. ^required under provisions of section 143(3) of the Companies Act, 2013, we report

a. We have obtained all the information and explanations which to the best of our knowledge and belief where necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law have been kept bv the

Company so far as appears from our examination of those books; ’

“^^heet ?^{d State}''^{raem of Proflt and} Loss and Statement of Cash Flow dealt with this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Statement of Proflt and Loss comply with the specified in section 133 of the Act, read with relevant rule issued thereunder.

⁶‘ lⁿof^{e b}f ^ °^fWritten ^Presentations received from the directors as on March 31 2025, taken on record by the Board of Directors, none of the directors is

is qualified as on March 31, 2025, from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial i epoi ting of the company and operating effectiveness of such controls, referred to our separate report in "Annexure B”.

g. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

n our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

Report in accordance

wrth Rule 11 of the Companies (Audit and Auditor) Rules, 2014, in our opinion and

o e best of our knowledge and belief and according to the information and explanations given to us:

(a) The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its standalone financial statements - Refer Note (vn) of Annexure - A to the standalone financial statements

^Cb) 31 ^OZS ^{Pany did n0t h3Ve l0ng}''^{term and derivative} contracts as at March

(c] There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March

[d] The management has;

0) represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries''''), with

the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or

• Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(u) represented, that, to the best of its knowledge and belief, no funds have een received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or

provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

Cm} Based on such audit procedures as considered reasonable and appropriate m the circumstances, nothing has come to our notice that has caused us to believe hat the representations under subclause (d) (i) and [d] (ii) contain any material mis-statement. ^y

(e) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section 123, as applicable.

(f) In our opinion, according to the information and explanations given to us, the Company has not declared and paid any interim dividend during the year!

(g) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable with effect from April 1 2024 to the Company and its subsidiaries, which are companies incorporated''in India, and accordingly, The Company has used accounting software Tally Prime System'' or maintaining its books of account which has a feature of recording audit trail

facility and the same has been operated throughout the period for all transactions recorded in the software.

FOR D G M S & Co.,

Chartered Accountants /TTx

Place: Mumbai J

Date: 29«’ May 2025 Y*]

^S"-^/ i FRN: j wj

Hiren J. Maru

Partner

M. No. 115279

FRN: 0112187W

UDIN: 25115279BMIQBN8983

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Mar 31, 2024

1. We have audited the accompanying financial statements of CLN Energy Private Limited (‘the Company”), which
comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss and the Cash Flow Statement for
the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act, 2013 (‘the Act⁵) in the manner so required
and give a true and fair view, in conformity with the Accounting Standards specified under section 133 of the Act,
read with (the Companies (Accounting Standards) Rules, 2021) and other accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March 2024, and its profit and its cash flows for the year
ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Financial Statements section of our report We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India (‘ICAI”) together with the ethical requirements that
are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and
we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

4. We draw attention to note 6 (a) to the accompanying financial statements, which indicates delay in payment of
foreign currency payables to certain various vendors aggregating to be ? 5,888.40 lacs as at 31 March 2024, beyond
the timelines stipulated vide FED Master Direction No. 17/2016-17 (Master Direction-Import of Goods and
Services) issued under the Foreign Exchange Management Act, 1999 (FEMA). The Company is in process of settling
aforementioned balances after necessary approvals and condonation of delay from Reserve Bank of India (RBI), and
in view of the management, the impact of aforesaid non-compliances is presently unascertainable but not expected
to be material to the accompanying financial statements. Our opinion is not modified in respect of this matter.

Information other than the Financial Statements and Auditor’s Report thereon

5. The Company’s Board of Directors are responsible for the other information. Other information does not include
the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.

The Directors’ Report is not made available to us at the date of this auditor’s report. We have nothing to report in
this regard.

Responsibilities of Management for the Financial Statements

6. The accompanying financial statements have been approved by the Company’s Board of Directors. The Company’s
Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation
and presentation of these financial statements that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the Accounting Standards specified under section
133 of the Act, read with the Companies (Accounting Standards) Rules, 2021 and other accounting principles
generally accepted in India. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.

7. In preparing the financial statements, the Board of Directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

8. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.

9. As part of an audit in accordance with Standards on Auditing specified under section 143(10) of the Act, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company
has in place adequate internal financial controls with reference to financial statements and the operating
effectiveness of such controls:

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management;

• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.

Iff

10. We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.

Report on Other Legal and Regulatory Requirements

11. Based on our audit, we report that the provisions of section 197 read with Schedule V to the Act are not applicable
to the Company since the Company is not a public company as defined under section 2(71) of the Act. Accordingly,
reporting under section 197(16) is not applicable.

12. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order⁷) issued by the Central Government of
India in terms of section 143(11) of the Act, we give in the “Annexure I” a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

13. Further to our comments in Annexure I, as required by section 143(3) of the Act, based on our audit, we report, to
the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit of the accompanying financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books;

c) The financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under
section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021;

e) The matter described in paragraph 4 under the Emphasis of Matter section, in our opinion, may have an adverse
effect on the functioning of the Company;

f) On the basis of the written representations received from the directors and taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms
of section 164(2) of the Act;

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate report in “Annexure II”; and

h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the
Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information
and according to the explanations given to us:

i. The Company does not have any pending litigation(s) which would impact its financial position as at 31
March 2024;

ti. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses as at 31 March 2024;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company during the year ended 31 March 2024.

tv. a. The management has represented that, to the best of its knowledge and belief, , no funds have been
advanced or loaned or invested (either from borrowed funds or securities premium or any other sources
or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (‘the
intermediaries’), with the understanding, whether recorded in writing or otherwise, that the intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (‘the Ultimate Be.nefiriarie.sQ or provide any guarantee,
security or the like on behalf the Ultimate Beneficiaries;

b.The management has represented that, to the best of us knowledge and belief, , no funds have been
received by the Company from any person(s) or entities), including foreign entities (‘the Funding

Wy)

Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall,
whether direcdy or indirecdy, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries’) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the management representations under
sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2024.

vi. (a) Based on our examination, which included test checks, the Company has used accounting software’s
for maintaining its books of accounts for the financial year ended March 31, 2024 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 software’s. Further, during the course of our audit we did not come across
any instance of the audit trail feature being tampered with.

(b) 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.

For Sutaj Mishra & Associates

Chartered Accountants
Firm’s Registration No.; 037530N

Suraj Mishra
Proprietor

Membership No.: 558043
Date: 03rd June 2024
Place: Noida
UDIN: