CLN Energy Ltd

Rating action

• CARE Ratings upgrades CLN Energy bank facilities to BBB; Stable / A3+ from BBB-; Stable / A3

Facilities and amount

• Total rated facilities ₹55 crore; long-term/short-term bank facilities
• HDFC Bank ₹40 crore; ICICI Bank ₹15 crore

Rationale

• Upgrade based on recent developments including FY26 audited operational and financial performance

Outlook and ratings

• Long-term rating: BBB; Stable; Short-term rating: A3+

Material change since last rating

• Previous rating: BBB-; Stable / A3+ upgraded to BBB; Stable / A3+

Resolutions and outcomes

• Resolution 1 (Ordinary): Increase Authorised Share Capital and MOA amended; approved with 78.5% of outstanding votes in favour.
• Resolution 2 (Special): Promoter preferential allotment up to 250,000 shares; approved with 78.5% of outstanding votes in favour.
• Record date: 19-06-2026; total outstanding shares 10,553,250.
• Scrutinizer report dated 27-07-2026 confirms requisite majority.

Dematerialisation processing and listing status

• Dematerialisation requests were confirmed to depositories (accepted/rejected) by the registrar.
• Securities dematerialised have been listed on the stock exchange where previously listed.
• Physical dematerialisation certificates were mutilated and cancelled; depository name updated as registered owner within 15 days.
• No Demat/Remat requests were received during the quarter.
• No exceptions, delays, or non-compliance reported.

Purpose of postal ballot

• To increase the authorised share capital and amend the Memorandum of Association.
• To approve preferential allotment of up to 2,50,000 equity shares to promoter-category entity.

Resolutions proposed

• Special resolution: Increase authorised share capital and amend MOA.
• Special resolution: Approve preferential issue of up to 2,50,000 equity shares.

Key preferential issue terms

• Up to 2,50,000 equity shares to promoter-category entity.
• Face value Rs 10; issue price Rs 423 per share.
• Aggregate amount up to Rs 10,57,50,000.
• Floor price Rs 422.82; minimum price Rs 423.
• Relevant date for floor price: 23 June 2026.
• Last remote-e-voting date: 23 July 2026.
• Revised price from Rs 401 to Rs 423 per share.
• Board approved 18 June 2026; private placement.

Related party / counterparty

• Counterparty: promoter-category entity; transaction: private placement preferential issue.

Impact on shareholders

• Potential dilution from the preferential issue.
• Increase in authorised capital and MOA amendment may affect share structure.
• Price revision to Rs 423 affects subscription valuation.

Notes / governance and dates

• Corrigendum forms part of the Postal Ballot Notice; other disclosures unchanged.
• Date of corrigendum: 20 July 2026.

CSR Committee change

• CSR Committee reconstituted with effect from July 1, 2026 following resignation of Mr. Manish Shah.
• Sunil Gandhi appointed Chairman (Executive Director); Rakesh Kakkar and Sanni Kumar named Members.
• Revised composition available on the investor relations page.

Resignation of WTD & COO

• Resignation of Manish Shah from the post of Whole-time Director and Chief Operating Officer, effective June 30, 2026.
• Reason: pre-occupation and other personal commitments.
• Board approved the resignation on July 1, 2026, with effect from June 30, 2026.
• There are no material reasons beyond what is stated.
• Resignation letter attached as Annexure B.

Appointment of Additional Whole-time Director

• Appoints Mr. Sanni Kumar as Additional Director, designated as Whole-time Director.
• Effective date: 01 July 2026; term until ensuing General Meeting, subject to member approval.
• Not related to any existing Director on the Board.
• Profile: Electrical & Electronics engineer with 7+ years in Li-ion battery development.
• Experience includes R&D, NPD, product certification, and plant audits for Li-ion packs.
• Education: B.Tech in Electronics & Communication Engineering from DIT School of Engineering, Amity University.
• Certified Internal Auditor for IMS; internship in EV manufacturing in China.
• Reason for change: Appointment as WTD.
• Liable to retire by rotation.
• Appointment subject to member approval.

Appointment: Rahul Bhatnagar

• Appointment of Mr. Rahul Bhatnagar as Additional Executive Director.
• Effective from 01 July 2026; term until the ensuing General Meeting, retiring by rotation.
• Brief profile: Delhi-based entrepreneur with 30+ years in textiles, fashion, and defense manufacturing.
• Not related to any current director.
• Reason: appointment as Additional Executive Director.