GRE Renew Enertech Ltd Directors Report

OUR MANAGEMENT

As per the Articles of Association of our Company, we are required to have not less than 3 (Three) Directorss and not more than 15 (Fifteen) Directors on its Board, subject to provisions of Section 149 of Companies Act, 2013. As on date of this Draft Red Herring Prospectus, our Board consist of Six (6) Directors, out of which Three (3) are Executive Director, Three (3) are Non-Executive Independent Director.

Sr. Name No.	DIN	Category	Designation
1. Kamleshkumar Dahyalal Patel	02061331	Executive	Managing Director
2. Kirtikumar Kantilal Suthar	02061296	Executive	Whole Time Director
3. Mukeshkumar Prahladbhai Trivedi	10576988	Executive	Whole Time Director
4. Lokesh Laxmanbhai Dave	03494303	Non-Executive	Independent Director
5. Kavita Khatri	08271931	Non-Executive	Independent Director
6. Mehul Ganesh Rajput	10529340	Non-Executive	Independent Director

The following table sets forth certain details regarding the members of our Companys Board as on the date of this Draft Red Herring Prospectus:

Sr. Name, DIN, Date of Birth, Qualification, No. Designation, Occupation, Address, Nationality and Term	Age	Age Other Directorship
1. Kamleshkumar Dahyalal Patel	50	Indian Private Limited Company
Designation: Managing Director		1. GRE Green Energy Private Limited
Address: C 6, V.I.P. Nagar, Modhera Road Mahesana, 384002, Gujarat		Indian Public Limited Company
Date of Birth: 17/10/1973		Nil
Qualification: B.E. Electronics		Indian Limited Liability Partnership
Occupation: Business		Nil
Nationality: Indian		Indian Hindu Undivided Family
Term: 5 years w.e.f August 26, 2024 to August 25, 2029		2. Patel KamleshKumar Dahyalal HUF
Date of First Appointment: April 24, 2008
Date of Appointment as Managing Director: April 18, 2016
DIN: 02061331
2. Kirtikumar Kantilal Suthar	62	Indian Private Limited Company
Designation: Whole Time Director		1. GRE Green Energy Private Limited
Address: H/128 A, Sardardham GIDC-2, Dediyasan, Mehsana-384002, Gujarat		Indian Public Limited Company
Sr. Name, DIN, Date of Birth, Qualification, No. Designation, Occupation, Address, Nationality and Term	Age	Other Directorship
Date of Birth: 01/01/1962 Qualification: Secondary Education (10th)		Nil Indian Limited Liability Partnership Nil
Occupation: Business		Indian Hindu Undivided Family
Nationality: Indian		Nil
Term: 5 years w.e.f. August 26, 2024
Date of First Appointment: April 24, 2008
Date of Appointment at Current Designation: August 26, 2024
DIN: 02061296
3. Mukeshkumar Prahladbhai Trivedi	59	Indian Private Limited Company
Designation: Whole Time Director		1. GRE Green Energy Private Limited
Address: 16, Aakar Homes, opp. Kuvarba School, Bhavsar Party Plot, Mo Dhera Road, Mahesana- 384002, Gujarat.		Indian Public Limited Company Nil
Date of Birth: 10/10/1964		Indian Limited Liability Partnership
Qualification: Bachelor of Business Administration		Nil
Occupation: Business		Indian Hindu Undivided Family
Nationality: Indian		Nil
Term: 5 years w.e.f. August 26, 2024
Date of First Appointment: March 31, 2024
Date of Appointment at Current Designation: August 26, 2024
DIN: 10576988
4. Lokesh Laxmanbhai Dave	49	Indian Private Limited Company
Designation: Independent Director		Nil
Address: A-12, Jyotikalash Society NR. Prerna Tirth Jain Derasar, Satellite Ahmedabad-380015 Gujarat		Indian Public Limited Company 1. Bhanderi Infracon Limited 2. Supernova Engineers Limited
Date of Birth: 09/05/1975		Indian Limited Liability Partnership
Sr. No. Name, DIN, Date of Birth, Qualification, Designation, Occupation, Address, Nationality and Term	Age	Other Directorship
Qualification: Company Secretary, Bachelor of Laws, Bachelor of Commerce		Nil
Occupation: Practicing Company Secretary		Indian Hindu Undivided Family
Nationality: Indian		Nil
Term: 5 Years w.e.f. May 18, 2024 to May 17, 2029
Date of First Appointment: May 18, 2024
Date of Appointment at Current Designation: May 22, 2024
DIN:03494303
5. Ms Kavita Khatri	36	Indian Private Limited Company
Designation: Independent Director		Nil
Address: 65, Joshiyon Ka Nichla Bas, Ward no. 2 Barmer - 380015 Rajasthan		Indian Public Limited Company
Date of Birth: 17/09/1987		1. Phonewale Limited
Qualification: Company Secretary		Indian Limited Liability Partnership
Occupation: Company Secretary in Practice Nationality: Indian Term: 5 Years w.e.f. May 18, 2024 to May 17, 2029		Nil Indian Hindu Undivided Family Nil
Date of First Appointment: May 18, 2024
Date of Appointment at Current Designation: May 22, 2024
DIN: 08271931
6. Mr. Mehul Ganesh Rajput	34	Indian Private Limited Company
Designation: Independent Director Address: A-2, Aavas Appartment, Lad Society Road, Vastrapur Ahmadabad City- 380015, Gujarat Date of Birth: 06/04/1990		1. Assorted Corpcon Private Limited 2. Suryapet Khammam Road Private Limited 3. Mancherial Repallewada Road Private Limited
Sr. Name, DIN, Date of Birth, Qualification,	Age	Other Directorship
No. Designation, Occupation, Address, Nationality and Term
Qualification: Company Secretary, Bachelor of Laws, Master of Law (Business Law).
		Indian Public Limited Company
Occupation: Employment		1. Mahan Energen Limited
Nationality: Indian		2. Chhattisgarh-Wr Transmission
Term: 5 Years w.e.f. May 18, 2024 to May 17,		Limited
2029		3. Sipat Transmission Limited
Date of First Appointment - May 18, 2024		4. Raipur-Rajnandgaon-Warora
Date of Appointment at Current Designation: May 22, 2024		Transmission Limited
		5. Hadoti Power Transmission Service
DIN:10529340		Limited
		6. Thar Power Transmission Service Limited
		7. Barmer Power Services Limited
		Indian Limited Liability Partnership
		1. Tradechoice LLP
		2. Talentboss Advisors LLP
		3. Gujju Traders LLP
		Indian Hindu Undivided Family
		Nil

BRIEF PROFILE OF THE DIRECTORS OF OUR COMPANY

Mr. Kamleshkumar Dahyalal Patel, aged 51 years, is Promoter and Managing Director at GRE Renew Enertech Limited. He holds degree of Bachelor of Engineering in Electronics from university of Pune in the year of 1995. He has over 26 years of experience. He is 1^st Generation Entrepreneur Leader having expertise in negotiation and currently heading the solar business and overall operations of our Company including business development and finance. His expertise covers many aspects related to new product development, sourcing and financing.

Mr. Kirtikumar Kantilal Suthar, aged 63 years, is Promoter and an Executive Director at GRE Renew Enertech Limited. He had education till secondary (10^th). He has experience of more than 35 years in the field of R&D, manufacturing, quality control and delivery of services. Currently he leads the product development, setting up of solar power plants, monitoring of internal control and operations and management activities in the Company.

Mr. Mukeshkumar Prahladbhai Trivedi, aged 60 years, is Promoter and an Executive Director at GRE Renew Enertech Limited. He holds degree of Bachelor of Business Administration from Sardar Patel University in the year of 1984. He had an overall experience of 36 years in various Industries. His expertise covers many aspects related to marketing and public relation as a Marketing Executive. Currently he looking after the product

sales and overall government liasioning and approvals for the Company. He is responsible for the day-to day running of the business with a particular emphasis on sales and business development and making sure that the business continues to grow by way of developing new clients whilst maintaining its existing customer base.

Mr. Lokesh Laxmanbhai Dave, aged 50 years, is a Non-Executive Independent Director at GRE Renew Enertech Limited. He is a fellow member of the Institute of Company Secretaries of India, commerce graduate and law graduate. He has working experience of over 26 years in the field of corporate compliances management corporate finance, fund raising through IPO and PE, legal due diligence, legal advisory strategic issues, corporate communication, FEMA, start-up advisory. He has extensive exposer of over 6 years in corporate accounts and finance, 3 years with listed companies as company secretaries and compliance officer and last 16 years as Practicing Company Secretary. He has varied experience of management of various corporate affairs issues and providing compliances, finance, legal due diligence, IPO management, litigation management, strategic issues, corporate communication, risk management related consultancy services to more than 200 large, medium and small size corporates He caters his services to small, medium and large corporate. His client list includes some of the reputed companies of Gujarat in various sectors viz pharmaceuticals, construction, logistics, securities market, electronic equipment manufacturers, mechanical equipment manufacturers, software developers, packaging industries, designers, educational institutes.

Ms. Kavita Khatri, aged 37 years, is a Non-Executive Independent Director at GRE Renew Enertech Limited. She has 14 years of professional experience as practicing Company Secretary, and she is commerce graduate and law graduate and involved in providing services to clients related to compliance under various Laws and giving advice in legal matters. She is serving as a Treasure of the Ahmedabad Chapter of WIRC of ICSI and a Member of the Internal Complaint Committee for Sexual Harassment of Women at Workplace at the Office of Official Liquidator from Year 2018.

Mr. Mehul Ganesh Rajput, aged 35 years, is a Non-Executive Independent Director at GRE Renew Enertech Limited. He is qualified fellow member of the Institute of Company Secretaries of India. He had an overall Professional experience of 9 years. He also holds degree in Bachelor of Laws, Master of Law (Business Law) from a recognized university in Gujarat. He was the chairman of Ahmedabad Chapter of WIRC of ICSI during the year 2019. Currently he is serving as the Chairman of Western Region of the ICSI. At present, he is the Vice-President of Mitcon Credentia Trusteeship Services Limited, Gift city Unit. He is involved in providing services to the clients related to compliance under various Laws and giving advice in legal matters, appears before various quasi-judicial authorities such as NCLT, ROC, RD and also appeared before Honble High Court of Gujarat as well as Debt Recovery Tribunal as advocate in past. He is specialized in liasoning with various government departments besides his professional endurance, he believes in philanthropy and provides his support as a trustee in a Non-Government Organization that provides basic necessities to needy people.

Note:

1. None of the above-mentioned Directors are on the RBI List of willful defaulters as on the date of this Draft Red Herring Prospectus.

2. None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our Company or our Company are debarred by SEBI from accessing the capital market.

3. None of the Promoters, Directors or persons in control of our Company, have been or are involved as a promoter, director or person in control ofany other company, which is debarredfrom accessing the capital market under any order or directions made by SEBI or any other regulatory authority.

Family Relationship between Directors

None of the Directors of the Company are related to each other as per Section 2(77) of the Companies Act, 2013

Details of current and past directorship(s) in listed companies whose shares have been / were suspended from being traded on the stock exchanges and reasons for suspension

None of our Directors is / was a director in any listed company during the last five years before the date of filing of this Draft Red Herring Prospectus, whose shares have been / were suspended from being traded on the any stock exchange.

Details of current and past directorship(s) in listed companies which have been/ were delisted from the stock exchange(s) and reasons for delisting

None of our Directors are currently or have been on the board of directors of a public listed company whose shares have been or were delisted from any stock exchange.

Details of arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which of the Directors were selected as a director or member of senior management.

There are no arrangements or understandings with major shareholders, customers, suppliers or any other entity, pursuant to which any of the Directors or Key Managerial Personnel were selected as a director or member of the senior management.

TERMS AND CONDITIONS OF EMPLOYMENT OF THE DIRECTORS

i. Executive Directors

Name	Kamleshkumar Dahyalal Patel
Designation	Managing Director
Period	5 Years
Date of approval of shareholder	August 26, 2024
Remuneration for F.Y. 2024-25	t 15.00 Lakh
Perquisite	As per the Rules of the Company

 

Name	Kirtikumar Kantilal Suthar
Designation	Whole Time Director
Period	5 Years
Date of approval of shareholder	August 26, 2024
Remuneration for F.Y. 2024-25	t 15.00 Lakh
Perquisite	As per the Rules of the Company

 

Name	Mukeshkumar Prahladbhai Trivedi
Designation	Whole Time Director
Period	5 years
Date of approval of shareholder	August 26, 2024
Remuneration for F.Y. 2024-25	t 15.00 Lakh
Perquisite	As per the Rules of the Company

Note: The Remuneration includes an incentive upto 2% of the net profit of the year would be payable to the Managing Director and Whole Time Director.

However total remuneration to the Managing Director and wholte time director shall not exceed 5% of the net profit of the Company during that year.

ii. Non-Executive Directors

Non-Executive Directors including Independent Directors are not entitled to any remuneration except sitting fees for attending meetings of the Board, or of any committee of the Board. They are entitled to a sitting fee for attending the meeting of the Board and the Committee thereof respectively. At present our

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Company has fixed a sitting fee at the rate of Rs.10,000 per Board meeting and Rs. 10,000 per committee meeting.

SHAREHOLDING OF DIRECTORS IN OUR COMPANY

As per the Articles of Association of our Company, a director is not required to hold any shares in our Company to qualify him for the office of the Director of our Company. The following table details the shareholding in our Company of our Directors in their personal capacity, as on the date of this Draft Red Herring Prospectus:

Sr. No. Name of the Directors	No. of Equity Shares held	% of pre-issue paid-up Equity Share capital in our Company
1. Kamleshkumar Dahyalal Patel	52,50,000	49.90%
2. Kirtikumar Kantilal Suthar	25,00,000	23.76%
3. Muke shkumar Prahladbhai Trivedi	5,00,000	4.75%
Total	82,50,000	78.41%

INTEREST OF DIRECTORS

All of our Directors may be deemed to be interested to the extent of fees payable to them (if any) for attending meetings of the Board or a committee thereof as well as to the extent of remuneration payable to them for their services as Directors of our Company and reimbursement of expenses as well as to the extent of commission and other remuneration, if any, payable to them under our Articles of Association. Some of the Directors may be deemed to be interested to the extent of consideration received/paid or any loans or advances provided to any bodies corporate including companies and firms, and trusts, in which they are interested as directors, members, partners or trustees.

All our directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or their relatives in our Company, or that may be subscribed for and allotted to our non-promoter Directors, out of the present Issue and also to the extent of any dividend payable to them and other distribution in respect of the said Equity Shares.

The Directors may also be regarded as interested in the Equity Shares, if any, held or that may be subscribed by and allocated to the companies, firms and trusts, if any, in which they are interested as directors, members, partners, and/or trustees.

Our directors may also be regarded interested to the extent of dividend payable to them and other distribution in respect of the Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be subscribed by or allotted to them and the companies, firms, in which they are interested as Directors, members, partners and promoters, pursuant to this Issue. All our directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered into by the Company with either the Directors himself, other company in which they hold directorship or any partnership firm in which they are partners, as declared in their respective declarations.

Interest in promotion of Our Company

Except Promoters, none of our non-promoter Directors have any interest in the promotion of our Company. Interest in the property of Our Company

Our directors have no interest in any property acquired by our Company neither in the preceding two years from the date of this Draft Red Herring Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Draft Red Herring Prospectus. Our directors also do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company.

Interest in the business of Our Company

Save and except as stated otherwise in Related Party Transaction in the chapter titled "Restated Financial Statements" beginning on page number 209 of this Draft Red Herring Prospectus, Our Directors do not have any other interests in our Company as on the date of this Draft Red Herring Prospectus. Our directors are not interested in the appointment of Underwriters, Registrar and Bankers to the Issue or any such intermediaries registered with SEBI.

Details of Service Contracts

None of our directors have entered into any service contracts with our Company except for acting in their individual capacity as director and no benefits are granted upon their termination from employment other than thestatutory benefits provided by our Company.

Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the Directors and Key Managerial personnel, are entitled to any benefits upon termination of or retirement from employment.

Bonus or Profit-Sharing Plan for the Directors

Except as per the terms and conditions mentioned for the appointment of Managing Director and Whole Time director of the Company, incentive upto 2% of the net profit of the year would be payable to the Managing Director and Whole Time Director. However total remuneration to the Managing Director and wholte time director shall not exceed 5% of the net profit of the Company during that year.

Except above, there is no bonus or profit-sharing plan for the Directors of our Company.

Contingent and Deferred Compensation Payable to Directors

No Director has received or is entitled to any contingent or deferred compensation.

Other Indirect Interest

Except as stated in chapter titled — "Summary ofFinancial Information" beginning on page 55 of this Draft Red Herring Prospectus, none of our sundry debtors or beneficiaries of loans and advances are related to our directors.

Borrowing Power of the Board

The Board of Directors are vested with the power to borrow, pursuant to Section 179(3)(d) of Companies Act 2013. However, pursuant to Section 180(1)(c) Companies Act, 2013 and the rules made thereunder that any sum or sums of monies, which together with the monies already borrowed by the Company (apart from temporary loans obtained from the Companys bankers in the ordinary course of business), exceeds the aggregate of the paid-up capital of the Company, free reserve & security premium, the approval of shareholders by way of Special Resolution will be required. The company has passed a special resolution dated August 26, 2024 for approval of borrowing limits not exceeding Rs. 500 Crore only.

Changes in the Board for the Last Three Years

Save and except as mentioned below, there had been no change in the Directorship during the last three (3) years:

SN Name of Director	Designation (at the time of appointment/Change in Designation/Cessation)	Date of appointment/ change in designation/ cessation	Reason
1. Jitendra Kumar Patel	Cessation	March 31, 2024	Due to personal and unavoidable circumstances.
2. Hasmukh Bhai Patel	Cessation	March 31, 2024	Due to personal and unavoidable circumstances.
3. Mukeshkumar Prahladbhai Trivedi	Appointed as Additional Executive Director	March 31, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
4. Mehul Ganesh Rajput	Appointed as an Additional Non-Executive Independent Director	May 18, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
5. Kavita Khatri	Appointed as an Additional Non-Executive Independent Director	May 18, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
6. Lokesh Laxmanbhai Dave	Appointed as an Additional Non-Executive Independent Director	May 18, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
7. Mehul Ganesh Rajput	Appointed as NonExecutive Independent Director	May 22, 2024	Appointed as a director from as an additional director
8. Kavita Khatri	Appointed as NonExecutive Independent Director	May 22, 2024	Appointed as a director from as an additional director
9. Lokesh Laxmanbhai Dave	Appointed as NonExecutive Independent Director	May 22, 2024	Appointed as a director from as an additional director
10. Mukeshkumar Prahladbhai Trivedi	Appointed as Executive Director	May 22, 2024	Appointed as a director from as an additional director
11. Mukeshkumar Prahladbhai Trivedi	Appointed as Whole Time Director	August 26, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
12. Kirtikumar Kantilal Suthar	Appointed as Whole Time Director	August 26, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
13. Kamleshkumar Dahyalal Patel	Appointed as Managing Director	August 26, 2024	To ensure better corporate governance and compliance with Companies Act, 2013

CORPORATE GOVERNANCE

In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our company immediately upon the listing of Equity Shares on the Stock Exchanges. As on date of this Draft Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 is not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors, woman director on our Board, constitution of an Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our Company has constituted the following Committees of the Board:

1 Audit Committee

2 Nomination and Remuneration Committee

3 Stakeholders Relationship Committee

4 Corporate Social Responsibility

Details of each of these committees are as follows:

AUDIT COMMITTEE

The Audit Committee was constituted vide Board resolution dated July 3, 2024 pursuant to Section 177 of the Companies Act, 2013 and other provision. As on the date of this Draft Red Herring Prospectus, the Audit Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Lokesh Laxmanbhai Dave	Chairman	Non- Executive Independent Director
Mr. Mehul Ganesh Rajput	Member	Non- Executive Independent Director
Mr Kamleshkumar Dahyalal Patel	Member	Managing Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The scope of Audit Committee shall include but shall not be restricted to the following:

1. Oversight the Company‘s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required being included in the Directors Responsibility Statement to be included in the Board‘s report in terms of clause (c) of sub-section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions.

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Issue document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditors independence and performance and effectiveness of audit process.

8. Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the Company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors on any significant findings and follow up thereon.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

18. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background,

etc. of the candidate.

20. Carrying out any other function as it mentioned in the terms of reference of the Audit Committee.

The Audit Committee enjoys following powers:

a) To investigate any activity within its terms of reference

b) To seek information from any employee

c) To obtain outside legal or other professional advice

d) To secure attendance of outsiders with relevant expertise if it considers necessary

e) The audit committee any invite such of the executives as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on the occasions, it may also meet without the presence of any executives of the Issuer. The finance director, head of internal audit committee.

The Audit Committee shall mandatorily review the following information:

1. Management Discussion and Analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

3. Management letters/letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;

5. The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders;

The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

The Audit Committee shall meet at-least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is greater, but there shall be minimum of two independent members present.

Any members of this committee may be removed or replaced any time by the board, any member of this committee ceasing to be a director shall be ceased to be a member of this committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on July 3, 2024 pursuant to Section 178 of the Companies Act, 2013 and other applicable provisions. As on the date of this Draft Red Herring Prospectus the Nomination and Remuneration Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Mehul Ganesh Raiput	Chairman	Non- Executive Independent Director
Mr. Lokesh Laxmanbhai Dave	Member	Non- Executive Independent Director
Ms. Kavita Khatri	Member	Non- Executive Independent Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The role of the Nomination and Remuneration Committee includes, but not restricted to, the following:

1. Formulation of the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other employees.

2. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

3. Devising a policy on diversity of Board of Directors.

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria, laid down, and recommend to the Board of Directors their appointment and removal.

5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

6. Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

The Meetings of the Committee shall be held at such regular intervals as may be required. The quorum will be either two members or one third of the members of the Nomination and Remuneration Committee whichever is greater, including at-least one independent director.

Any members of this committee may be removed or replaced any time by the board, any member of this committee ceasing to be a director shall be ceased to be a member of this committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on July 3, 2024, pursuant to Section 178(5) of the Companies Act, 2013 and other applicable provisions as on the date of this Draft Red Herring Prospectus the Stakeholders Relationship Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Ms. Kavita Khatri	Chairman	Non- Executive Women Independent Director
Mr. Kamleshkumar Dahyalal Patel	Member	Managing Director and Chairman
Mr. Mukeshkumar Prahladbhai Trivedi	Member	Executive Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

This Committee supervises all grievances of Shareholders and Investors and its terms of reference include the following:

1. Allotment and listing of our shares in future;

2. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates;

3. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures;

4. Reference to statutory and regulatory authorities regarding investor grievances;

5. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

6. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

The Stakeholders Relationship Committee is required to meet at-least once in a year.

Any members of this committee may be removed or replaced any time by the board, any member of this committee ceasing to be a director shall be ceased to be a member of this committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on July 3, 2024, pursuant to Section 135 of the Companies Act, 2013 and other applicable provisions. As on the date of this Draft Red Herring Prospectus the Corporate Social Responsibility Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Mehul Ganesh Raiput	Chairman	Non- Executive Independent Director
Mr. KamleshKumar Dahyalal Patel	Member	Managing Director & Chairman
Mr. Kirtikumar Kantilal Suthar	Member	Executive Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

The Corporate Social Responsibility Committee is in compliance with Section 135 of the Companies Act 2013.

The Company Secretary shall act as the secretary of the Corporate Social Responsibility Committee.

The terms of reference of the Corporate Social Responsibility Committee include the following:

1. To formulate and recommend to the Board, a CSR policy which will indicate the activities to be undertaken by the Company in accordance with Schedule VII of the Companies Act, 2013;

2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company;

3. To monitor the CSR policy of the Company from time to time;

4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time;

5. The quorum for the CSR Committee Meeting shall be one - third of its total strength (any fraction contained in that one- third be rounded off as one) or two members, whichever is higher;

6. Any members of this committee may be removed or replaced any time by the board, any member of this committee ceasing to be a director shall be ceased to be a member of this committee;

Compliance with SME Listing Regulations

CfGRE

The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will be applicable to our Company immediately upon the listing of Equity Shares of our Company on SME Paltfrom of BSE (BSE SME).

KEY MANAGERIAL PERSONNEL

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent employees of our Company. Below are the details of the Key Managerial Personnel of our Company:

Name	: KAMLESHKUMAR DAHYALAL PATEL
Designation	: Managing Director
Date of Appointment at current Designation	: April 18, 2016
Qualification	: Bachelor of Engineering in Electronics
Previous Employment	: NA
Overall Experience	: More than 26 years
Remuneration paid in F.Y. (2024-25)	: Rs. 15.00 lakhs

 

Name	: MUKESHKUMAR PRAHLADBHAI TRIVEDI
Designation	: Whole Time Director
Date of Appointment at current Designation	: August 26, 2024
Qualification	: Bachelor of Business Administration
Previous Employment	: Sintex Industries Ltd. Gujarat Steel Tubes Ltd.
Overall Experience	: More than 36 years
Remuneration paid in F.Y. (2024-25)	: Rs. 15.00 lakhs

 

Name	: KIRTIKUMAR KANTILAL SUTHAR
Designation	: Whole Time Director
Date of Appointment at current Designation	: August 26, 2024
Qualification	: Secondary Education (10th)
Previous Employment	: NA
Overall Experience	: 35 years
Remuneration paid in F.Y. (2024-25)	: Rs. 15.00 lakhs

 

Name	: ROHAN JAYESHBHAI DHRUVE
Designation	: Company Secretary & Compliance Officer
Date of Appointment at current Designation	: February 20, 2024
Qualification	: Member of ICSI
Previous Employment	: India International Depository IFSC Limited
Overall Experience	: 5 Years
Remuneration paid in F.Y. (2024-25)	: Rs. 5.77 Lakh

 

Name	: ALPESHKUMAR LAXMANJI AGRAWAL
Designation	: Chief Financial Officer
Date of Appointment at current Designation	: April 01, 2025
Qualification	: Chartered Accountant
Previous Employment	: Tarasafe International Private Limited
Overall Experience	: More than 15 years
Remuneration paid in F.Y. (2024-25)	: Nil

Notes:

- All of our Key Managerial Personnel mentioned above are on the payrolls of our Company as permanent employees.

- There is no agreement or understanding with major shareholders, customers, suppliers or others pursuant to which any of the above-mentioned personnel was selected as a director or member of senior management.

- None of our Key Managerial Personnel has entered into any service contracts with our company and no benefits are granted upon their termination from employment other that statutory benefits provided by our Company.

Family Relationship between Key Managerial Personnel

None of the KMP of the Company are related to each other as per section 2(77) of the Companies Act, 2013. Bonus and/ or Profit-Sharing Plan for the Key Managerial Personnel

Except as per the terms and conditions mentioned for the appointment of Managing Director and Whole time director of the Company, incentive upto 2% of the net profit of the year would be payable to the Managing Director and Whole Time Director. However total remuneration to the Managing Director and wholte time director shall not exceed 5% of the net profit of the Company during that year.

Except as stated above, our Company does not have any bonus and / or profit-sharing plan for the key managerial personnel.

Contingent and Deferred Compensation Payable to Key Managerial Personnel

None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation. Shareholding of the Key Managerial Personnel

Except as discussed below, none of our Key Managerial Personnel is holding any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus.

Sr. Name of KMP No.	No. of Equity Shares Held	% of pre-issue paid-up Equity Share capital in our Company
1. Kamleshkumar Dahyalal Patel	52,50,000	49.90%
2. Kirtikumar Kantilal Suthar	25,00,000	23.76 %
3. Muke shkumar Prahladbhai Trivedi	5,00,000	4.75%

Interest of Key Managerial Personnel

None of our key managerial personnel have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to our Company as per the terms of their appointment and reimbursement of expenses incurred by them during the ordinary course of business.

Changes in Our Companys Key Managerial Personnel during the Last three Years

Following have been the changes in the Key Managerial Personnel during the last three years:

SN	Name of Director	Designation (at the time of appointment/Change in Designation/Cessation)	Date of appointment/ change in designation/cessation	Reason
1.	Rohan Jayeshbhai Dhruve	Appointed as Company Secretary	February 20, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
2.	Rakeshkumar Kanaiyalal Patel	Appointed as Chief Financial Officer	May 18, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
3.	Mukeshkumar Prahladbhai Trivedi	Appointed as Whole time Director	August 26, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
4.	Kirtikumar Kantilal Suthar	Appointed as Whole time Director	August 26, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
5.	Kamleshkumar Dahyalal Patel	Appointed as Managing Director	August 26, 2024	To ensure better corporate governance and compliance with Companies Act, 2013
6.	Rakeshkumar Kanaiyalal Patel	Resigned as Chief Financial Officer	April 01, 2025	To ensure better corporate governance and compliance with Companies Act, 2013
7.	Alpeshkumar Laxmanji Agrawal	Appointed as Chief Financial Officer	April 01, 2025	To ensure better corporate governance and compliance with Companies Act, 2013

Note: Other than the above changes, there have been no changes to the key managerial personnel of our Company that are not in the normal course of employment.

Scheme of Employee Stock Options or Employee Stock Purchase

Our Company does not have any Employee Stock Option Scheme or other similar scheme giving options in our Equity Shares to our employees.

Loans to Key Managerial Personnel

There are no loans outstanding against the key managerial personnel other than the loan mentioned in the chapter - "Restated Financial Information" page no 209.

Payment of Benefits to Officers of Our Company (Non-Salary Related)

Except for the payment of salaries and perquisites and reimbursement of expenses incurred in the ordinary course of business, and the transactions as enumerated in the chapter titled "Financial Statements " and the

chapter titled "Our Business" beginning on pages 209 and 133 of this Draft Red Herring Prospectus, we have not paid/given any benefit to the officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any officer as on the date of this Draft Red Herring Prospectus.

RETIREMENT BENEFITS

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of his employment in our Company.

OUR PROMOTERS AND PROMOTER GROUP

OUR INDIVIDUAL PROMOTERS:

1. Kamleshkumar Dahyalal Patel

2. Kirtikumar Kantilal Suthar

3. Mukeshkumar Prahladbhai Trivedi

DETAILS OF OUR INDIVIDUAL PROMOTERS

Mr. Kamleshkumar Dahyalal Patel, aged 51 years, is Promoter and Managing Director at GRE Renew Enertech Limited. He holds degree of Bachelor of Engineering in Electronics from university of Pune in the year of 1995. He has over 25 years of experience. He is 1st Generation Entrepreneur Leader having expertise in negotiation and currently heading the solar business and overall operations of our Company including business development and finance. His expertise covers many aspects related to new product development, sourcing and financing. Permanent Account Number. ABHPP6693E

Mr. Kirtikumar Kantilal Suthar, aged 63 years, is Promoter and an Executive Director at GRE Renew Enertech Limited. He had ecucation till secondary (10th). He has experience of more than 35 years in the field of R&D, manufacturing, quality control and delivery of services. Currently he leads the product development, setting up of solar power plants, monitoring of internal control and operations and management activities in the Company. Permanent Account Number. ADGPS0620M

Mr. Mukeshkumar Prahladbhai Trivedi, aged 60 years, is Promoter and an Executive Director at GRE Renew Enertech Limited. He holds degree of Bachelor of Business Administration from Sardar Patel University in the year of 1984. He had an overall experience of 36 years in various Industries. His expertise covers many aspects related to marketing and public relation as a Marketing Executive. Currently he looking after the product sales and overall government liasioning and approvals for the Company. He is responsible for the day-to day running of the business with a particular emphasis on sales and business development and making sure that the business continues to grow by way of developing new clients whilst maintaining its existing customer base. Permanent Account Number ADJPT4584E

Our Company confirms that the Permanent Account Number, Bank Account Number, Passport Number and Aadhar Card of our promoter, shall be submitted to the BSE at the time of filing this Draft Red Herring Prospectus.

OUR PROMOTER GROUP

Our Promoter Group in terms of Regulation 2(1) (pp) of SEBI (ICDR) Regulations, 2018 includes the following persons:

Individual Promoter

The natural persons who are part of our Promoter Group (due to the relationship with our Promoter), other than the Promoter named above are as follows:

Sr. Relationship No.	Mr. Kamleshkumar Dahyalal Patel	Mr. Kirtikumar Kantilal Suthar	Mr. Mukeshkumar Prahladbhai Trivedi
1. Father	-	-	-
2. Mother	-	-	-
3. Spouse	Bhavnaben K Patel	Suthar Kailashben K	Trivedi Bhavnaben Mukeshkumar
4. Brother	Vijaykumar Dahyalal Patel	Suthar Satishbhai Kantibhai	Manojkumar P Trivedi
	Patel Hasmukh Dahyalal		Sunilkumar Prahladbhai Trivedi
5. Sister	NA	Mistry Bhanuben Shankarbhai	Savitriben Jagdishbhai Jani
		Suthar Hansaben
		Suthar Pushpaben Kanubhai
6. Son	Megh Kamleshkumar Patel	Vipul K Suthar	Trivedi Vaibhav Mukeshkumar
		Suthar Vikaskumar	Trivedi Shubham
7. Daughter	Patel Jahanvi KamleshKumar	NA	NA
8. Spouse Father	-	-	-
9. Spouse Mother	-	-	-
10. Spouse Brother	Patel MukeshRambhai	Suthar Kamleshbhai Mathurdas	Prakash Shankerlal Thaker
	Mahesh Rambhai Patel
	Patel Jiteshbhai Rambhai
11. Spouse Sister	NA	NA	Vimla Navnit Raval
			-

Companies and proprietorship firms forming part of our Promoter Group are as follows:

SN Relationship with Promoter	Entities
1. Any Body Corporate in which 20% or more of the share capital is held by the promoter or an immediate relative of the promoter or a firm or HUF in which the promoter or any one or more of his immediate relatives is a member	Nil
2. Any Body Corporate in which a company (mentioned above) holds 20% or more of the equity share capital	Nil
3. Any HUF or firm in which the aggregate share of the promoter and his immediate relatives is equal to or more than 20% of the total capital.	• Patel Kamlesh Kumar Dahyalal HUF • Gayatri Sales Agency Partenrship Firm
4. Any other person or entity whose shareholding is part of the promoter and promoter group shareholding as per the shareholding pattern of our Company.	• Jitendrakumar Patel, • Rameshchandra Keshavlal Patel, • Maniben Rameshchandra Patel • Ashaben Prakashchandra Patel

OTHER UNDERTAKINGS AND CONFIRMATIONS

Our Company undertakes that the details of Permanent Account Number, Bank Account Number, Aadhar and Passport Number of the Promoters will be submitted to the SME platform of BSE (BSE SME), where the securities of our Company are proposed to be listed at the time of submission of Draft Red Herring Prospectus.

Our Promoters have confirmed that they have not been identified as willful defaulters.

No violations of securities laws have been committed by our Promoters in the past or are currently pending against them. None of our Promoters are debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities under any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of the securities issued by any such entity by any stock exchange in India or abroad.

INTEREST OF THE PROMOTERS

Interest in the promotion of Our Company

Our Promoters, Mr. Kamleshkumar Dahyalal Patel, Mr. Kirtikumar Kantilal Suthar and Mr. Mukeshkumar Prahladbhai Trivedi may be deemed to be interested in the promotion of the Issuer to the extent of the Equity Shares held by them as well as their relatives and also to the extent of any dividend payable to them and other distributions in respect of the aforesaid Equity Shares. Further, Our Promoters may also be interested to the extent of Equity Shares held by or that may be subscribed by and allotted to companies and firms in which either of them are interested as a director, member or partner.

Interest in the property of Our Company

Our Promoters do not have any interest in any property acquired by Our Company in last two years or proposed to be acquired by our Company.

Interest as Member of our Company

As on the date of this Draft Red Herring Prospectus, our Promoters and Promoter Group together hold 1,00,00,000 (95.06 %) Equity Shares of our Company and are therefore interested to the extent of their shareholding and the dividend declared, if any, by our Company. Except to the extent of shareholding of the Promoters in our Company, our Promoters does not hold any other interest in our Company.

Payment Amounts or Benefit to Our Promoters during the Last Two Years

No payment has been made or benefit given to our Promoters in the two years preceding the date of this Draft Red Herring Prospectus except as mentioned/referred to in this chapter and in the section titled ‘Our Management, ‘Financial Statements and ‘Capital Structure on page 180, 209 and 72 respectively of this Draft Red Herring Prospectus. Further as on the date of this Draft Red Herring Prospectus, there is no bonus or profitsharing plan for our Promoters.

CONFIRMATIONS

For details on litigations and disputes pending against the Promoters and defaults made by them including violations of securities laws, please refer to the section titled "Outstanding Litigation and Material Developments" on page 356 of this Draft Red Herring Prospectus. Our Promoters have not been declared a willful defaulter by the RBI or any other governmental authority.