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GRE Renew Enertech Ltd Directors Report

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Oct 14, 2026|04:01:00 PM

GRE Renew Enertech Ltd Share Price directors Report

Dear Members,

Your directors take immense pleasure in presenting the 18th Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY

The Companys financial performance for the year under review along with previous years figures are given hereunder:

(in Lakhs)

Standalone Consolidated
Particulars Year ended Year ended Year ended Year ended
March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025
Income from Operations 11,534.72 7,965.87 12,292.16 8,371.73
Other Income 165.61 38.68 286.13 68.56
Total Income 11,700.33 8,004.55 12,578.29 8,440.29
Expenditure 10,016.98 7028.5 10,697.23 7,458.34
Taxation Profit/Loss before Depreciation and 1,683.35 976.05 1,881.06 981.95
Depreciation 67.54 31.45 71.69 35.42
Profit/Loss Before 1,615.81 944.60 1,809.37 946.53
Exceptional Items - - - -
Provision for Taxation 308.68 213.99 352.32 213.99
Provision for Deferred Tax for the year 99.31 30.16 99.31 30.16
Profit/Loss after Tax 1,207.82 700.45 1,357.74 702.38
Other Comprehensive Income (Net of Tax) - - - -
Total Comprehensive Income 1,207.82 700.45 1,357.74 702.38

2. CHANGEINTHENATUREOFBUSINESS:

There was no change in the nature of business of the Company during the Financial Year under review.

3. OPERATIONS AND FINANCIAL OVERVIEW

GRE Renew Enertech Limited continued to strengthen its position as an integrated renewable energy solutions provider during FY 2025-26, with a focus on Solar EPC, O&M and renewable energy asset development under the RESCO model.

During the year, the Company executed projects across commercial, industrial and institutional segments and had cumulatively executed and commissioned more than 61 MW of solar EPC capacity as at March 31, 2026. Key projects included Indrap (17 MW), Pilucha (10 MW), KN (10 MW) and Ghariyal (2.7 MW). The Company also commissioned 2.99 MWp of rooftop RESCO projects and progressed its 7.20 MW

(AC) / 9.99 MW (DC) ground-mounted solar project in Gujarat.

The Companys financial performance reflected growth in business volumes. Standalone Income from Operations increased by 44.81% to C 11,534.72 Lakhs, while Profit Before Tax and Profit After Tax increased by 71.08% and 72.44%, respectively. On a consolidated basis, Income from Operations increased by 46.83%, while Profit Before Tax and Profit After Tax increased by 91.23% and 93.31%, respectively.

As at March 31, 2026, the Company had a confirmed order book of approximately C 52 Crores and a project pipeline exceeding 11.57 MW, providing visibility for future execution. The Company remains focused on expanding its Solar EPC and RESCO portfolios, strengthening O&M capabilities and pursuing sustainable growth opportunities in the renewable energy sector.

4. INITIAL PUBLIC OFFERING AND LISTING

The Financial Year 2025-26 marked a significant milestone in the Companys growth journey with the successful completion of its Initial Public Offering (IPO) and listing of its Equity Shares on the SME

Platform of BSE Limited on January 21, 2026. The Company successfully raised gross proceeds of C 3,956.40 Lakhs through a fresh issue of 37,68,000 Equity Shares pursuant to its Initial Public Offering. The IPO witnessed encouraging investor participation and has strengthened the Companys capital base to support future growth initiatives.

The proceeds of the issue are being utilized towards renewable energy asset development under the RESCO model and general corporate purposes in accordance with the objects stated in the Prospectus.

The capital raised through the IPO is expected to support the Companys strategy of expanding its renewable energy asset portfolio, enhancing long-term recurring revenue streams and strengthening its position in the rapidly growing renewable energy sector.

The successful listing has enhanced the Companys visibility, governance framework and access to capital markets, thereby supporting its long-term growth strategy.

5. UTILIZATION OF IPO PROCEEDS:

The Company successfully completed its Initial Public Offering (IPO) during the financial year 2025-26 and raised gross proceeds of C 3,956.40 Lakhs through a fresh issue of Equity Shares. The proceeds of the IPO are being utilized towards the objects stated in the Prospectus and in accordance with applicable regulatory requirements.

A summary of the utilisation of IPO proceeds as at March 31, 2026 is provided below:

( C in Lakhs)

Sr. Amount as per Deviation / Amount after Balance
Objects of the Issue Amount Utilized
No. Prospectus (Reallocation) Deviation Unutilized
1 Setting up of 7.20 MW (AC) 3,158.31 33.23 3,191.54 1,871.64 1,319.90
/ 9.99 MW (DC) Ground
Mounted Solar Power Plant
2 General Corporate Purposes 364.50 Nil 364.50 114.38 250.12
3 Issue Expenses 433.59 (33.23) 400.36 400.36 Nil
Total 3,956.40 Nil 3,956.40 2,386.38 1,570.02

The above statement of utilisation of IPO proceeds and the deviation/reallocation therein is based on the Independent Auditors Certificate on the Statement of Deviation/Variation of Funds issued in accordance with the applicable provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The actual Issue Expenses amounted to C 400.36 Lakhs as against the estimated Issue Expenses of C 433.59 Lakhs disclosed in the Prospectus. Accordingly, an amount of C 33.23 Lakhs, representing savings in issue expenses, was reallocated towards the setting up of the Companys 7.20 MW (AC) / 9.99 MW (DC) Ground Mounted Solar Power Plant. The unutilized proceeds as at March 31, 2026 have been invested and maintained in accordance with applicable provisions of the Companies Act, 2013 and SEBI Regulations.

The subsequent variation in the utilisation of IPO proceeds approved by the Members is disclosed separately under the section relating to material changes and significant events subsequent to the Balance Sheet date.

6. DIVIDEND

With a view to conserving resources for future growth and expansion of business operations, the Board of Directors has not recommended any dividend for the Financial Year ended March 31, 2026.

The Board remains committed to balancing growth opportunities with sustainable shareholder value creation.

Further, pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has adopted a Dividend Distribution Policy, which is available on the website of the Company at https://greindia.com/

7. TRANSFER TO RESERVES AND SURPLUS:

The Board has decided not to transfer any amount to the General Reserve for the Financial Year under review.

The entire Profit After Tax of C 1,207.82 Lakhs has been retained in the Retained Earnings under Reserves and Surplus.

As on March 31, 2026, the aggregate Reserves and Surplus of the Company stood at C 5,443.18 Lakhs.

8. SHARE CAPITAL

During the Financial Year under review, the Company successfully completed its Initial Public Offer (IPO) comprising a fresh issue of 37,68,000 Equity Shares of face value C 10/- each at an issue price of C 105/- per Equity Share (including a premium of C 95/- per Equity Share).

Pursuant to the successful completion of the IPO, the Company allotted the said Equity Shares on January 20, 2026 and raised an aggregate amount of C 39.56 Crore.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company increased from C 10,52,00,000/- divided into 1,05,20,000 Equity Shares of C 10/- each to C 14,28,80,000/- divided into 1,42,88,000 Equity Shares of C 10/- each. The Equity Shares of the Company were listed on the SME Platform of BSE Limited with effect from January 21, 2026.

As on March 31, 2026, the issued, subscribed and paid-up equity share capital of the Company stood at C 14,28,80,000/- (Rupees Fourteen Crore Twenty-Eight Lakh Eighty Thousand only) comprising 1,42,88,000 (One Crore Forty-Two Lakh Eighty-Eight Thousand) Equity Shares of C 10/- (Rupees Ten only) each. The Company has not issued any shares with differential voting rights or differential rights as to dividend. Further, no sweat equity shares, employee stock options or warrants were issued and no buy-back of securities was undertaken during the year under review.

9. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 and other applicable provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on deposits was outstanding as on March 31, 2026.

10. DIRECTORS AND KEY MANAGERIAL

PERSONNEL:

I. Director Liable to Retire by Rotation:

Mr. Mukeshkumar Trivedi (DIN:10576988), Whole-time Director of the Company, is liable to retire by rotation at the ensuing 18 th Annual General Meeting (AGM) pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible, offers himself for re-appointment on the recommendation of the Nomination & Remuneration Committee and Board of Directors of the Company.

Particulars of Mr. Mukeshkumar Trivedi, in pursuance of Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings, are provided in the Notice convening the Annual General Meeting.

The Board recommends his re-appointment for approval of the Members at the ensuing Annual General Meeting.

II. Key Managerial Personnel: a) Resignation of Mr. Rakeshkumar Kanaiyalal Patel as Chief Financial Officer

Mr. Rakeshkumar Kanaiyalal Patel tendered his resignation from the position of Chief Financial Officer of the Company with effect from April 1, 2025.

b) Appointment of Mr. Alpeshkumar Agrawal as the Chief Financial Officer (CFO) of the

Company:

During the Financial Year, Mr. Alpeshkumar Agrawal was appointed as the Chief Financial Officer (CFO) of the Company with effect from April 1, 2025. on the recommendation of Nomination and Remuneration Committee and which was duly approved by the Board of Directors at their Board meeting held on same date.

11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board met 14 (Fourteen) times during the Financial Year 2025-26. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and applicable Secretarial Standards.

NO OF BOARD MEETINGS HELD 14
ATTENDANCE
Total Number of
Sr. directors Number of
Date of Meeting
No as on the date of directors % of attendance
meeting attended
1 11.04.2025 6 6 100
2 26.04.2025 6 6 100
3 08.07.2025 6 6 100
4 06.08.2025 6 6 100
5 09.09.2025 6 6 100
6 29.09.2025 6 6 100
ATTENDANCE
Total Number of
Sr. directors Number of
Date of Meeting
No as on the date of directors % of attendance
meeting attended
7 27.10.2025 6 6 100
8 01.12.2025 6 6 100
9 02.01.2026 6 5 83.33
10 03.01.2026 6 5 83.33
11 12.01.2026 6 6 100
12 16.01.2026 6 6 100
13 19.01.2026 6 6 100
14 21.02.2026 6 6 100

12. COMMITTEES OF THE BOARD

The Board has constituted various Committees in compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations for effective governance and oversight.

The following Committees were in existence as on

March 31, 2026:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee;

Key Roles and Responsibilities of the

Committees

Audit Committee

The Audit Committee assists the Board in overseeing the Companys financial reporting process and ensuring the integrity, transparency and accuracy of financial disclosures. The Committee reviews quarterly and annual financial statements, evaluates the adequacy and effectiveness of internal controls and risk management systems, reviews related party transactions, monitors the performance and independence of statutory auditors and ensures compliance with applicable legal and regulatory requirements.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for identifying and recommending suitable persons for appointment as Directors and Senior Management Personnel. The Committee formulates criteria for determining qualifications, positive attributes and independence of Directors, oversees performance evaluation of the Board and its Committees and recommends policies relating to remuneration, succession planning and

Board diversity.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee oversees matters relating to investor services and stakeholder grievances. The Committee reviews and monitors the redressal of shareholder complaints, transfer and transmission of securities, dematerialisation and rematerialisation requests and other matters concerning investor relations to ensure timely and effective resolution.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is entrusted with formulating and recommending the Corporate Social Responsibility Policy of the Company, recommending CSR expenditure, monitoring implementation of CSR projects and reviewing the effectiveness of CSR initiatives undertaken by the Company in accordance with the provisions of the Companies Act, 2013.

During the financial year under review, the Company conducted 13 Committee Meetings as detailed below:

No of Committee Meetings Held 13
Total Number of Attendance
Sr. members Number of
Type of Meeting Date of Meeting
No as on the date of directors % of Attendance
meeting attended
1 Audit Committee 11.04.2025 3 3 100
2 Audit Committee 26.04.2025 3 3 100
3 Nomination & Remuneration Committee 01.07.2025 3 3 100
4 Audit Committee 07.07.2025 3 3 100
5 Audit Committee 05.08.2025 3 3 100
6 Audit Committee 02.09.2025 3 3 100
7 Audit Committee 18.10.2025 3 3 100
8 Stakeholders Relationship Committee 10.11.2025 3 3 100
9 Corporate Social Responsibility Committee 15.11.2025 3 3 100
10 Audit Committee 24.11.2025 3 3 100
11 Audit Committee 15.12.2025 3 3 100
12 Audit Committee 12.02.2026 3 3 100
13 Nomination & Remuneration Committee 12.02.2026 3 3 100

All recommendations made by the Audit Committee during the year were accepted by the Board of Directors.

The composition of the aforesaid Committees, attendance of members and other details as required under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations are available on the website of the Company and form part of the Corporate Governance Report annexed to this Annual Report.

13.CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI Listing Regulations, the Corporate Governance provisions specified under Regulations 17 to 27 and clauses (b) to (i) and (t) of Regulation 46(2) of the SEBI Listing Regulations are not applicable to the Company, being listed on the SME Platform of BSE Limited. Accordingly, the requirements relating to the Corporate Governance Report and such other requirements specifically exempted under Regulation 15(2) are not applicable to the Company.

The Company has complied with the applicable provisions of the Companies Act, 2013 and the SEBI

Listing Regulations, as applicable to the Company.

14. MANAGEMENT DISCUSSION AND

ANALYSIS

A Management Discussion and Analysis Report (MDAR), providing an overview of the industry structure and developments, opportunities and threats, outlook, risks and concerns, financial and operational performance, internal control systems, and the future outlook of the Company, forms an integral part of this Annual Report and is annexed herewith as Annexure B.

15.RISK MANAGEMENT

The Board also periodically reviews risks relating to project execution timelines, module and equipment procurement, working capital requirements, regulatory developments in the renewable energy sector and customer concentration, together with appropriate mitigation measures.

16. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATES OF THE COMPANY:

As on March 31, 2026, the Company had two wholly-owned subsidiaries, namely GRE Green Energy Private Limited, incorporated in India, and DK USA Inc., incorporated in the United States of America. The Company did not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013 as at March 31, 2026. The salient features of the financial statements, performance and financial position of the Companys subsidiaries, as required under Section 129(3) of the Companies Act, 2013 read with the applicable rules, are provided in Form AOC-1 forming part of this Annual Report as Annexure-E.

In accordance with Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing the standalone and consolidated statements together with the relevant documents, has been placed on the website of the Company at https:// greindia.com/

17. PERFORMANCE AND FINANCIAL

POSITION OF SUBSIDIARIES/ASSOCIATES

As at March 31, 2026, the Company had two wholly-owned subsidiaries, namely GRE Green Energy Private Limited and DK USA Inc. The performance and financial position of these subsidiaries during the Financial Year 2025-26 are summarised below:

GRE Green Energy Private Limited

GRE Green Energy Private Limited was incorporated to undertake renewable energy generation projects and forms an integral part of the Groups strategy to expand its renewable energy asset ownership portfolio under the RESCO model. During the Financial Year 2025-26, the subsidiary did not record any revenue from operations and reported a loss of C 21.00 Lakhs. As at March 31, 2026, the total assets and net worth of the subsidiary stood at C 500.80 Lakhs and C (20.26) Lakhs, respectively.

DK USA Inc.

DK USA Inc., the Companys wholly-owned subsidiary incorporated in the United States of America, continued its operations during the year and recorded revenue from operations of C 757.44 Lakhs and profit after tax of C 191.35 Lakhs for the Financial Year ended March 31, 2026. As at March 31, 2026, the total assets and net worth of the subsidiary stood at C 1,178.12 Lakhs and C 1,140.83 Lakhs, respectively.

The Board continues to monitor the performance of its subsidiaries and remains focused on strengthening the Groups renewable energy platform and long-term growth prospects.

The consolidated financial statements of the Company have been prepared in accordance with the applicable Indian Accounting Standards and include the financial performance and financial position of the subsidiaries. The statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1 forms part of this Annual Report.

18. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at https://greindia.com/ financial 19.AUDITORS

I. Statutory Auditors:

M/s. Dhiren H Pandya & Associates LLP, Chartered Accountants (FRN: 114307W/W100348), were appointed as Statutory Auditors of the Company at the 16 th Annual General Meeting held on May 22, 2024, for a term of five consecutive years commencing from Financial Year 2024-25 and continuing until the conclusion of the Annual General Meeting to be held in the year 2029.

Subsequent to the end of the Financial Year,

M/s. Dhiren H Pandya & Associates LLP, Chartered Accountants, Statutory Auditors of the Company, tendered their resignation from the office of Statutory Auditors of the Company vide resignation letter dated August 14, 2026.

Pursuant to Section 139(8) and other applicable provisions of the Companies Act, 2013, to fill the casual vacancy caused by such resignation, the Board of Directors has recommended the appointment of M/s. Manubhai & Shah LLP, Chartered Accountants (FRN: 106041W/W100136), as Statutory Auditors of the Company for the Financial Year 2026-27. M/s. Manubhai & Shah LLP have furnished their written consent and certificate confirming their eligibility and compliance with the applicable requirements of Section 141 of the Companies Act, 2013. Upon approval of the Members, M/s. Manubhai & Shah LLP shall hold office as Statutory Auditors from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

The Statutory Auditors Report on the Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026 does not contain any qualification, reservation, adverse remark, disclaimer or modified opinion requiring comments from the Board under the applicable provisions of the Companies Act, 2013.

II. Cost Audit

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 relating to maintenance of cost records and appointment of Cost Auditors are not applicable to the Company. Accordingly, no cost records are required to be maintained and no Cost Auditor was appointed during the year under review.

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder,

M/s. Vivek J. Vakharia & Associates, Practicing Company Secretaries (FCS No. 11851; CoP No. 18156), conducted the Secretarial Audit of the Company for the Financial Year ended March 31, 2026.

The Secretarial Audit Report for the Financial Year ended March 31, 2026 forms part of this Annual Report as Annexure -A and does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation is required to be furnished by the Board under the provisions of the Companies Act, 2013.

Further, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on February 12, 2026 approved and recommended to the Members the appointment of M/s. Vivek J. Vakharia & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for a term of five (5) consecutive financial years commencing from Financial Year 2025-26 up to Financial Year 2029-30, subject to approval of the Members at the ensuing Annual General Meeting. The relevant resolution forms part of the Notice convening the Annual General Meeting.

IV. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. P. C. Rathod & Co., Chartered Accountants (FRN: 121967W), Ahmedabad, as the Internal Auditor of the Company for the Financial Year 2025-26.

The Internal Auditor conducts periodic reviews of the Companys internal control systems, operational processes and compliance framework and submits its observations to the Audit Committee for review and appropriate action, wherever necessary.

20. INTERNAL FINANCIAL CONTROL

The Company has established adequate internal financial controls with reference to its financial statements, commensurate with the size, scale and complexity of its operations. Such controls are designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding assets, prevention and detection of frauds and errors, and compliance with applicable laws and regulations. The Audit Committee periodically reviews the adequacy and effectiveness of the internal financial control framework. Based on the evaluation undertaken by the management, Internal Auditor and Audit Committee and the observations made during the statutory audit for the Financial Year ended March 31, 2026, the Board is of the opinion that the Companys internal financial controls with reference to financial statements were adequate and operating effectively during the Financial Year under review.

The Boards assessment is based on the position prevailing during the Financial Year ended March 31, 2026.

21. DETAILS IN RESPECT OF FRAUD

REPORTED BY AUDITORS:

Pursuant to Section 134(3)(ca) of the Companies Act, 2013, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 during the Financial Year under review. Accordingly, no disclosure is required to be made in this regard.

22. NOMINATION AND REMUNERATION

POLICY

The Company has in place a Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 and applicable SEBI Regulations.

The Policy lays down the principles relating to appointment, remuneration, evaluation and succession planning of Directors, Key Managerial Personnel and Senior Management Personnel and seeks to ensure that remuneration practices are aligned with the Companys long-term objectives and stakeholder interests.

The Policy is available on the website of the Company at https://greindia.com

23. WHISTLE BLOWER POLICY/VIGIL

MECHANISM:

The Company has established a Vigil Mechanism and adopted a Whistle Blower Policy in accordance with Section 177 of the Companies Act, 2013. The mechanism provides an avenue for Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other misconduct.

The Company is committed to ensuring that no person is subjected to any form of retaliation or victimization for reporting concerns in good faith.

During the year under review, no person was denied access to the Audit Committee under the Vigil Mechanism/Whistle Blower Policy of the Company.

24. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the Financial Year were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to the Company.

All Related Party Transactions were reviewed and approved by the Audit Committee and, wherever required, by the Board of Directors and Members of the Company and were undertaken in the ordinary course of business and on an arms length basis, in accordance with the applicable provisions of law. During the year under review, there were no materially significant Related Party Transactions which had a potential conflict with the interests of the Company. The particulars of contracts or arrangements with related parties referred to under Section 188(1) of the Companies Act, 2013 are provided in Form AOC-2, which forms part of this Report as Annexure - F .

Details of Related Party Transactions are also disclosed in the Notes to the Financial Statements forming part of this Annual Report.

25. PARTICULARS OF LOANS, GUARANTEES

AND INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

During the year under review, the Board of Directors approved the execution of a Supplementary Deed to the Inter-Corporate Loan Agreement with GRE Green Energy Private Limited, a wholly-owned subsidiary of the Company, revising the purpose of the loan to general corporate purposes and permitting disbursement of the loan up to an aggregate amount of C 20.00 Crores in one or more tranches. The loan carries interest at the rate of 9% per annum, is unsecured in nature and is repayable on demand.

The particulars of loans outstanding under Section 186 of the Companies Act, 2013 as on March 31, 2026 are as under:

Board Approval
Particulars Subsidiary Amount ( K lakh) Interest Rate Terms
Date
Loan given GRE Green 468.76 9% p.a. (accrued, Unsecured Inter-Corporate Loan, 04.09.2024 and
Energy Private (outstanding repayable on repayable on demand, pursuant to Supplementary
Limited 487.15 Lakhs demand) Loan Agreement (limit up to C 20.00 Deed approved
including accrued Crores) on 27.10.2025
interest, if
applicable)

26. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is provided in Annexure -C and forms part of this Report.

27. CORPORATE SOCIAL RESPONSIBILITY

(CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013. The CSR Committee oversees the implementation of the Companys CSR Policy and recommends CSR initiatives to the Board for its consideration and approval.

The Annual Report on CSR activities as required under the Companies Act, 2013 and the Companies

(Corporate Social Responsibility Policy) Rules, 2014 forms part of this Report as Annexure -D.

The CSR Policy of the Company is available on the website of the Company.

During the year, the Company undertook healthcare and community welfare initiatives including support towards preventive healthcare infrastructure and organization of a womens blood donation camp along with a contribution to the PM CARES Fund, thereby contributing towards the well-being of the local community.

28. DECLARATION BY INDEPENDENT

DIRECTORS:

The Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) read with Section 149(7) of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise, experience and proficiency and fulfil the conditions of independence prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors during the year under review.

29. PERFORMANCE EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the performance of its committees and that of individual Directors. The evaluation was conducted based on criteria including composition of the Board and Committees, effectiveness of Board processes, participation in deliberations, strategic guidance, governance oversight and contribution towards achieving the Companys objectives.

The Independent Directors met separately on November 10, 2025, without the presence of Non-Independent Directors and members of the Management, and inter alia evaluated: i. The performance of Non-Independent Directors and the Board as a whole; ii. The performance of the Chairperson of the Company; and iii. The quality, quantity and timeliness of information flow between the Management and the Board.

The Board is satisfied with the effectiveness of its functioning and that of its committees and individual Directors.

30. COMPLIANCE WITH SECRETARIAL

STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved and notified by the Central Government pursuant to Section 118(10) of the Companies Act, 2013, namely Secretarial Standard-1 on Meetings of the Board of Directors (SS-1) and Secretarial Standard-2 on General Meetings (SS-2).

31. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The disclosures required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report as Annexure -G.

32. PREVENTION OF SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE [POSH]:

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). An Internal Committee has been constituted to consider and resolve complaints related to sexual harassment.

The Company is committed to providing a safe, secure and respectful work environment for all employees. During the Financial Year under review, the following is the summary of complaints received and disposed of under the POSH Act:

1. Number of complaints of Sexual Nil
Harassment received in the Year
2. Number of Complaints disposed off during the year Nil
3. Number of cases pending for more than Nil
ninety days

33. MATERIAL CHANGES, COMMITMENTS

AND SIGNIFICANT EVENTS SUBSEQUENT

TO THE BALANCE SHEET DATE:

There have been no material changes or commitments affecting the financial position of the Company between the end of the Financial Year and the date of this Report, except as disclosed below.

i. Incorporation of Subsidiaries

Subsequent to the close of the Financial Year, the Company incorporated GRE Foundation, a Section 8 Company, as its wholly-owned subsidiary on May 22, 2026. The Company has also incorporated Solarsource Energy Private Limited and Solarcatch Energy Private Limited were incorporated on 25th August, 2026 and 29 th August, 2026, respectively.

ii. Achievement of 100 MW Solar EPC Milestone

Subsequent to March 31, 2026, the Company achieved the milestone of 100 MW of cumulative solar EPC project execution, reflecting the continued growth of its project execution capabilities and business operations.

Further, prior to the signing of this Report, the following events have occurred:

iii. Variation in Utilisation of IPO Proceeds

Subsequent to the end of the Financial Year, pursuant to the recommendation of the Audit Committee and approval of the Board of Directors at its meeting held on May 23, 2026, the Company proposed a variation in the utilisation of IPO proceeds by reallocating C 206.13 Lakhs from the object relating to the setting up of the Solar Power Plant to General Corporate Purposes, considering the adoption of manual and semi-mechanised cleaning in place of the proposed automated cleaning system. The proposed variation was approved by the Members of the Company through Postal Ballot on June 24, 2026. Accordingly, the reallocated amount of C 206.13 Lakhs is proposed to be utilised towards general corporate requirements on or before March 31, 2027.

Accordingly, the allocation towards the Solar Power Plant was revised to C 2,985.41 Lakhs, while the allocation towards General Corporate Purposes was revised to C 570.63 Lakhs, without any change in the total Net IPO Proceeds of C 3,522.81 Lakhs.

iv. Resignation of Statutory Auditors

M/s. Dhiren H Pandya & Associates LLP, Chartered Accountants, Statutory Auditors of the Company, tendered their resignation from the office of Statutory Auditors of the Company vide resignation letter dated August 14, 2026.

v. Appointment of Statutory Auditors to fill

Casual Vacancy

Pursuant to the resignation of M/s. Dhiren H Pandya & Associates LLP, the Board has proposed the appointment of M/s. Manubhai & Shah LLP, Chartered Accountants (FRN: 106041W/W100136) as Statutory Auditors of the Company for the Financial Year 2026-27 to fill the casual vacancy caused by such resignation, subject to the approval of the Members at the ensuing Annual General Meeting.

Upon approval of the Members, M/s. Manubhai & Shah LLP shall hold office as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

Save as stated above, there have been no other significant events occurring after the end of the financial year and up to the date of this Report which require disclosure.

34. ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS

During the Financial Year under review, no significant or material orders were passed by any regulator, court or tribunal which could impact the going concern status of the Company or its future operations.

35. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that: a) In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures therefrom; b) The accounting policies selected have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The annual accounts have been prepared on a going concern basis; e) Adequate internal financial controls have been laid down and such internal financial controls were operating effectively; and f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

36. PROCEEDINGS PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY

CODE, 2016

During the Financial Year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

37. MATERNITY BENEFIT

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

The Company remains committed to providing a supportive and inclusive workplace and extends all statutory benefits and protections to eligible employees in accordance with applicable law. No maternity benefit claims were made during the Financial Year under review.

38. DEMATERIALIZATION OF EQUITY

SHARES OF YOUR COMPANY

The Equity Shares of the Company are admitted for trading in dematerialised form. As on March 31, 2026, 100% of the Companys Equity Shares were held in dematerialised form.

M/s. Maashitla Securities Private Limited acts as the Registrar and Share Transfer Agent of the Company.

39. HUMAN RESOURCE DISCLOSURE:

Human capital remains one of the key enablers of the Companys sustained growth and long-term success. The Company continues to focus on attracting, developing and retaining talent while fostering a culture of performance, collaboration, learning and inclusivity.

The Company continued to focus on capability building, employee engagement, workplace safety and skill enhancement to support its growing operations in the renewable energy sector.

As on March 31, 2026, the Company had 52 employees comprising 42 male employees and 10 female employees.

The Company remains committed to providing equal opportunities, maintaining a safe and inclusive workplace and complying with all applicable labour and employment laws.

40. DISCLOSURES:

Your Directors state that, except as disclosed elsewhere in this Annual Report, no disclosure or reporting is required in respect of the following matters during the Financial Year under review: i. Acceptance of deposits under Chapter V of the Companies Act, 2013; ii. Issue of equity shares with differential rights as to dividend, voting or otherwise; iii. Issue of sweat equity shares or grant of stock options under any employee benefit scheme; iv. Significant or material orders passed by regulators, courts or tribunals impacting the going concern status and future operations of the Company; v. One-time settlement with any bank or financial institution and the consequential disclosure regarding difference between valuation and settlement amount; vi. Application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016; and vii. Maintenance of cost records and requirement of cost audit under Section 148 of the Companies Act, 2013.

41. INDUSTRIAL RELATIONS DISCLOSURE

The Board places on record its appreciation for the commitment, dedication and contribution of the employees at all levels, which has been instrumental in the Companys performance and growth.

42. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the continued support and cooperation received from customers, business associates, suppliers, bankers, government and regulatory authorities and other stakeholders.

The Directors also express their gratitude to the shareholders for their continued trust and confidence in the Company.

The Board further acknowledges the commitment, dedication and valuable contribution made by employees across the organisation and looks forward to their continued support in achieving the Companys future growth objectives.

For and on Behalf of the Board of Directors Gre Renew Enertech Limited

Kamleshkumar D Patel Mukeshkumar Trivedir

Managing Director Whole Time Director DIN: 02061331 DIN: 10576988

Date: 02/09/2026 Place: Mehsana

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