CLN Energy Ltd

AGM Details

• AGM held on 25 September 2026 at 01:00 PM via video conferencing/OAVM.
• Record date: 18 September 2026; total shareholders on record: 732.
• Attendance: 1 promoter group and 6 public attendees via videoconference.

Resolutions

• Resolution 1: Ordinary — Adoption of audited statements; passed with 100% in-favour.
• Resolution 2: Ordinary — Re-appointment by rotation; passed with 100% in-favour.
• Resolution 3: Ordinary — Cost Auditor remuneration; passed with 100% in-favour.
• Resolution 4: Ordinary — Regularisation of Rahul Bhatnagar; passed with 100% in-favour.
• Resolution 5: Ordinary — Regularisation of Sanni Kumar; passed with 100% in-favour.
• Resolution 6: Ordinary — Related party transactions with CLNGreen; passed with 100% in-favour.
• Resolution 7: Special — Enhancement of borrowing limits under Section 180(1)(c); passed with 100% in-favour.

Director Changes

• Sunil Gandhi re-appointed by rotation.
• Rahul Bhatnagar regularised as Executive Director.
• Sanni Kumar regularised as Whole-time Director.

Auditors / Remuneration

• Cost Auditor remuneration approved for 2026-27.

Related Party Transactions

• Approval of related party transactions with CLNGreen Private Limited.

AGM details

• Date and time: Friday, Sep 25, 2026, 01:00–01:26 PM.
• Mode: Video Conferencing / Other Audio Visual Means.

Attendance and oversight

• Total attendees: 7 members, including 2 directors.
• Chairperson: Rajiv Seth, Non-Executive Director.

Voting process

• Remote e-voting: Sep 21–24, 2026, 09:00–17:00 IST.
• Voting during meeting; no show-of-hands voting.

Resolutions

• Resolutions placed per AGM Notice; subjects not detailed in excerpt.

Outcomes

• Results not disclosed here; to be announced within 2 working days.

Auditors

• Statutory and secretarial auditors attended; audit reports had no qualifications.

CLN Energy Limited: Trading window closed from 1 October 2026 until 48 hours after the unaudited half-year results for the period ended 30 September 2026.

Acquisition details

• Pre-acquisition holding NIL in voting rights, encumbrances, VRs, warrants.
• Acquired 820,800 voting shares, 7.66% of total.
• Post-acquisition holding 820,800 voting shares, 7.66%.
• Mode: Open Market.
• Acquisition dates: 28 Feb 2025; 29 Apr 2025; 16 Sep 2026.
• Equity capital before: 820,800 shares; total 10,713,296.
• Equity capital after: 820,800 shares; total 10,713,296.
• Total diluted share capital after: 820,800 / 10,713,296.
• Acquirer and PACs: Craft Emerging Market Fund PCC – Citadel Capital Fund; Elite Capital Fund; Arbitrage Strategy.
• Promoter: No.
• Listing exchanges: BSE.

Incorporation of Egypt-based step-down subsidiary

• CLN Energy Ltd completed incorporation of a step-down subsidiary in Egypt named CLN Energy Solutions.
• Cash consideration of USD 2 million (AED 100 million) for the subsidiary.
• Equity stake: 99% by CLN General Trading L.L.C Dubai and 1% by Mr. Rajiv Seth.
• The subsidiary is a related party, promoted by CLN General Trading L.L.C, a wholly-owned subsidiary.
• Industry: assembly of lithium batteries; location: Egypt.
• Purpose: strengthen energy solutions footprint; enable lithium-ion battery manufacturing in Egypt.
• No regulatory approvals required.
• Date of incorporation of target entity: 22.09.2026.
• Target entity background: CLN Energy Solutions; country: Egypt.

Target and acquirers

• Target: Ratnaveer Precision Engineering Ltd; Acquirers: Beacon Stone Capital VCC and PACs (non-promoter)

Transaction mode

• Open Market acquisition of 270,000 shares

Pre-transaction holding

• Pre-holding: 779,400 shares, 7.39% voting rights

Post-transaction holding

• Post-holding: 509,400 shares, 4.83%

Date of transaction

• 16 September 2026

Share capital context

• Equity capital before/after: 10,553,250

Diluted capital context

• Total diluted capital: 10,553,250

Book closure details

• Book closure: 18 Sep 2026 to 24 Sep 2026 (inclusive) for AGM.
• Purpose: 7th AGM of the company.
• Security: equity shares.
• AGM date: 25 Sep 2026 at 1:00 PM.

Financial highlights

• Consolidated revenue from operations: ₹34,651.23 L, up 58.1% YoY.
• Total consolidated income: ₹35,133.22 L.
• Consolidated PAT after minority: ₹2,054.90 L.
• Consolidated EPS: ₹19.50.
• Debt-Equity 0.81; Current ratio 1.65; ROE 18%.
• Dividend: No dividend declared for FY2025-26.

Liquidity & capital structure

• Short-term borrowings total ₹9,348.96 L from multiple banks.
• Cash & bank balances ₹3,035.60 L at year-end.
• Shareholders’ funds/total equity ₹11,504.29 L.
• Net cash from financing activities ₹7,008.95 L.

Operations & growth initiatives

• Pune manufacturing facility closed; operations consolidated at Noida.
• Annual capacity exceeds 2 GWh.
• CLNGreen Private Limited (51%) established Sep 23, 2025.
• Electrovault Power Private Limited: associate; stake approx 40.1%.
• CLN General Trading LLC (Dubai) established Mar 27, 2026; 100% subsidiary.
• BSNL order worth ₹10,791.66 L; PBG ₹323.75 L.

Governance & leadership changes

• Cost Auditor remuneration fixed at ₹85,000 for 2026-27.
• Mr. Rahul Bhatnagar appointed Executive Director (5-year term).
• Mr. Sanni Kumar appointed Whole-time Director (5-year term).
• Mr. Manish Shah resigned as WtD/COO; effective 01 Jul 2026.

CSR & sustainability

• CSR expenditure for FY2025-26: ₹21.24 L; carry-forward ₹4.90 L from prior year.
• CSR projects include education initiatives; Nayi Pahal Foundation funded ₹16.34 L.
• CSR Committee reconstituted from 01 Jul 2026.

Audit & compliance

• Statutory auditors: DGMS & Co; Secretarial auditors: SARK & Associates.
• No material audit qualifications reported.
• SME listing exemption; Corporate Governance disclosures not applicable.

Risks & outlook

• Growth momentum expected to continue with telecom, data-centre, and EV expansion.
• Working capital intensity and raw material price volatility remain key risks.
• Ongoing Customs/GST litigation; FX exposure due to imports and payables.
• Strategic diversification via Dubai subsidiary and renewable energy projects.

AGM Details

• 7th AGM on Friday, 25 Sep 2026 at 1:00 PM IST via VC/OAVM.
• Members' records close 18–24 Sep 2026.

Key resolutions

• Ordinary: Adoption of standalone and consolidated financial statements for year ended March 31, 2026.
• Ordinary: Re-appointment of Sunil Gandhi by rotation.
• Ordinary: Ratification of Cost Auditor remuneration for 2026-27 (Rs 85,000).
• Ordinary: Regularization of Rahul Bhatnagar as Executive Director from 01 Jul 2026 for 5 years.
• Ordinary: Regularization of Sanni Kumar as Whole-time Director from 01 Jul 2026 for 5 years.
• Ordinary: Related Party Transactions with CLNGreen Private Limited approved (arm's length, up to 10 crores).
• Special: Enhancement of borrowing limits to Rs 1,000 crores.

Voting results

• Voting results to be declared after Scrutinizer’s report.

Directors & appointments

• Sunil Gandhi to be re-appointed by rotation as Director.
• Rahul Bhatnagar to be regularized as Executive Director.
• Sanni Kumar to be regularized as Whole-time Director.

Auditors

• Cost Auditor remuneration for 2026-27 approved at Rs 85,000.

Related party transactions

• Approval for related party transactions with CLNGreen Private Limited; max Rs 10 crores per type.

Borrowing limits

• Special Resolution to raise borrowing limit to Rs 1,000 crores.