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.
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 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
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‘ lnofe bf ^ °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