Greenleaf Envirotech Ltd Directors Report

To

The Members

Greenleaf Envirotech Limited

Your directors take great pleasure in presenting their 15lh Annual Report on the business and operations of the company with the audited accounts for the financial year ended 31st March, 2025.

Financial Results:

(Figures in Rs. Lakhs)

Particulars	2024-25	2023-24
Revenue From Operations	3885.21	3291.51
Add: Other income	9.16	14.02
Profit before Depreciation and Tax	629.3	327.83
Less: Depreciation & Amortisation	14.79	10.91
Profit/(Loss) Before Exceptional & Extraordinary Items	614.51	316.91
Less/Add: Exceptional Items	-	-
Less/Add: Extraordinary Items	-	-
Profit/(Loss) before Tax	614.51	316.91
Less: Tax expense	155.03	89.79
Net Profit after Tax from Continuing Operations	459.48	227.12
Net Profit/(Loss) after Tax from Discontinuing Operations	-
Net Profit/(Loss) for the Year	459.48	227.12

Your directors report that company has posted total turnover of Rs. 3894.21 lakhs during the Financial Year 2024-25 as compared to Rs. 3305.53 lakhs during the Financial Year 2023-24. Your company has posted a Net Profit (after tax) of Rs. 459.48 lakhs during the Financial Year 2024-25 as compared to Net Profit (after tax) of Rs. 227.12 lakhs during the Financial Year 2023-24.

DIVIDEND

For the Financial Year 2024-25, the Board of Director of the Company does not recommend any dividend to the members.

CHANCE IN THE REGISTERED OFFICE ADDRESS:

There is no change in the address of registered office of the Company.

TRANSFER TO RESERVE:

During the year under review, the board of Directors did not propose to transfer any sum to the Reserve account of the Company.

SHARE CAPITAL

During the financial year 2024-25, Authorized Share Capital of the Company is Rs. 6,50.00.000/- divided into 65,00.000 Equity Shares of Rs. 10/- each and Paid-Up Share Capital is Rs. 4,61,92,500/- divided into 46,19,250 Equity Shares of Rs. 10/- each.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

BOARD OF DIRECTORS

As on 31/03/2025, following were the directors on the Board of the company.

Sr. No.	DIN	Name of Director	Designation
1	02888791	Kalpesh Gordhanbhai Goti	Managing Director
2	06388902	Gopiben Kalpesh Goti	Whole-Time Director
3	10525794	Kaushikkumar Vallabhbhai Antaliya	Independent Director
4	09592327	Dahyalal Bansilal Prajapati	Independent Director
5	10289616	Sanket Pravinchandra Shah	Independent Director

During the year under review. No Director has resigned and appointed.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

Mr. Kalpesh Gordhanbhai Goti (DIN: 02888791) Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152(6) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the period under review the provisions relating to Investor Education and Protection Fund (IEPF) is not applicable to the company

STATUTORY AUDITORS

The company had appointed M/s. M B Jajodia & Associates, Chartered Accountants, (Firm Registration Number: 0139647W) as the Statutory Auditors of the Company to conduct audit for FY 2025-26 and they shall hold office till the conclusion of the Annual General Meeting to be held in the financial year 2026.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is not mandatorily required to comply with Corporate Social Responsibility provisions under Section 135 of the Companies Act, 2013, as Turnover/Net Worth/Net Profit of the Company is less than the prescribed limits mentioned under Section 135 of the Companies Act, 2013. The company shall comply with the requirements, as and when the said provisions shall become applicable to the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKSOR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their reports.

NUMBER OF MEETINGS OF THE BOARD:

The Board of directors duly met 6 (Six) times. Details of the Board Meeting of the Company Following below:

s. no.	Date of BM	Name of Director
		Mr. Kalpesh Goti	Mrs. Gopiben Goti	Mr. Dahyalal Prajapati	Mr. Sanket Shah	Mr. Kaushikkumar Antalia
1.	05/04/2024	(?)	(?)	(?)	(?)	(?)
2.	04/09/2024	(?)	(?)	(?)	(?)	(?)
3.	15/11/2024	(?)	(?)	(?)	(?)	(?)
4.	20/01/2025	(?)	(?)	(?)	(?)	ENVIROTt
5.	03.03.2025	(?)	(?)	(?)	(?)	(?)
6.	1 1.03.2025	(?)	(?)	(?)	(?)	(?)

The intervening gap between any two meetings doesnt exceed 120 days as per the Companies Act, 2013.

MEETING OF MEMBERS

During the year under review, following meetings of members of company were held: Extra-ordinary General Meeting of members Held:

1. 30/11/2024

2. 14/02/2025

Annual General Meeting of members was held on 30/09/2024.

FORMATION OF COMMITTEES

Pursuant to the provisions of the Companies Act, 2013, and the rules made thereunder, including any modifications thereto for the time being in force, and in accordance with the Articles of Association of the Company, the Company has following committees, comprising the following members:

Name of Committee	Name of Member in Committee
Audit Committee	Mr. Dahyalal Prajapati (Chairman)	Mr. Sanket Shah (Member)	Mr. Kaushikkumar Antaiia (Member)
Nomination & Remuneration Committee	Mr. Sanket Shah (Chairman)	Mr. Dahyalal Prajapati (Member)	Mr. Kaushikkumar Antaiia (Member)
Stakeholder Committee	Mr. Sanket Shah (Chairman)	Mr. Kaushikkumar Antaiia (Member)	Mr. Kalpesh Goti (Member)

AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

COMPANY POLICIES:

The Board of Directors of your Company, for the facilitating the companys Initial Public Offering (IPO) process has adopted the various policies, as per the applicable Acts, Rules and Regulations and Standards of better governance and administration of your Company. Overview of the key policies, as approved by the Board of Directors is as follows:

• NOMINATION AND REMUNERATION POLICY :

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013.

The Nomination and Remuneration Committee have formulated the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) thereof for the time being in force).

• RISK ASSESSMENT & MANAGEMENT POLICY:

This Policy provides the framework for identification of risks of the Company, risk assessment and prioritization, loss prevention measures and other risk management measures for the Company.

• RELATED PARTY TRANSACTIONS POLICY:

This Policy regulates the entry into transactions between the Company and its related parties and the required corporate approvals as per the laws and regulations applicable to the Company from time to time.

• POLICY ON DETERMINATION OF MATERIALITY OF EVENT OR INFORMATION :

This Policy lays down the criteria for determining the materiality of an event or information of the Company for purposes of making required disclosures to the stock exchanges pursuant to the SEBI Listing Regulations.

• PRESERVATION OF DOCUMENTS POLICY:

This Policy establishes general guidelines for retaining, preserving and archiving important documents and information. The Archival Policy forms part of the Records Management Policy.

• CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has framed a Code of Conduct on prohibition of insider trading.

• DIVIDEND DISTRIBUTION POLICY :

This Policy sets the parameters & describes the internal and external factors which are considered by the Board of Directors for the purpose of declaration of dividend.

• BOARD DIVERSITY POLICY:

The Company recognizes the importance and benefits of having a diverse Board to enhance the quality of its performance. Diversity encompasses diversity of perspective, experience, skills, education, background, ethnicity, gender and personal attributes. This policy ensures that we have optimum composition of Board Members with diverse experience and skill sets to achieve the objectives of the organization.

The aforesaid Policies and other Remaining Policies adopted by the hoard are available in the Investors Section on the website of the Company at https://greenleufen i irotech. in

EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual evaluation of the performance of the Board as a whole. Individual Directors including Independent Directors, Non-Independent Directors, Chairperson and the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution and performance of specific duties, obligations and governance. The exercise was also carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Key Managerial Personnel. The Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The existing internal financial controls are commensurate with the nature, size, complexity and business processes followed by the Company. They have been reviewed and found generally satisfactory on the following key control matrices.

A) Entity Level Control

B) Financial Control

C) Operational Control

Which included authority and organization matrix, risk management practices, compliance framework within the organisation, ethics and fraud risk management, management Information system, self - assessment of control point, business continuity and disaster recover planning, budgetary system, etc.

The company has adequate internal control systems in place and also has reasonable assurance on authorizing, recording and reporting transactions of its operations in all material respect and in providing protection and safeguards against misuse or loss of assets of the Company. The Company has in place well documented procedures covering financial and operational functions.

INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION AND OTHER DISCLOSURES

The provisions of rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable to the Company and therefore there is no need to make disclosure regarding ratio to Directors remuneration to median employees remuneration and other disclosures.

REMUNERATION OF DIRECTORS OF THE COMPANY:

The Remuneration details of the Directors of the company is mentioned under notes to accounts w hich forms the part of Annual Report.

SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANY:

During the period under review, the company is not having any Subsidiary, Joint Ventures and Associate Company

FRAUDS REPORTED BY THE AUDITOR:

The auditor of the Company has not reported any fraud to the Board or to the Central Government under Section 143(12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has complied with Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India on Board meetings and General Meetings respectively.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (IBC):

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code. 2016 (IBC).

VYEB LINK OF ANNUAL RETURN, IF ANY:

The Company will tile Annual Return in the e-form MGT-7 and will file with Ministry of Corporate Affairs, within specified time limit. The same will be available on the website of the company on https://ureenleafenvirotech.in

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act. are not applicable to the Company during the FY 2024-2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

During the period under review, the Company is not required to prepare Management Discussion and Analysis Report.

CORPORATE GOVERNANCE REPORT:

During the period under review, the Company is not required to prepare Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Flarassment of Women at the Workplace (Prevention. Prohibition & Redressal) Act. 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed otl during the year 2024-25.

No of complaints received: Nil

No of complaints disposed off: Nil

DIRECTOR S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134(5) of the Companies Act. 2013. the Board of Directors hereby state and confirm that

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any;

2. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company as on 31st March, 2025 and the Profit and Loss Account for the year ended on that date;

3. We have taken proper and sufficient care 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 the frauds and other irregularities;

4. We have prepared the annual accounts on a going concern basis;

5. We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

The Company affirms denied access to the Audit Committee. To ensure proper functioning of vigil mechanism the Audit Committee of the Company on quarterly basis take note of the same.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Your Company has not obtained any one-time settlement of loan from the Banks or Financial Institutions.

ENVIORNMENT, HEALTH, SAFETY AND SOCIAL RESPONSIBILITY

Your Company is committed in maintaining the highest standard of environment compliance and therefore adopted a systematic approach towards environment management by embedding a vision of being an ‘Injury Free and Zero Environment Incident" organization. Over the past many years, your company has been progressing well in terms of reducing injury frequency rates and has improved the safety records.

Your Company is environment - conscious and committed to making a positive contribution to the communities where it operates. The Company has been proactively pursuing measures and reaching out to the communities surrounding the areas of its operations by extending support and lending a helping hand to some very credible social institutions that are committed to address social causes.

HUMAN RESOURCES

The Company treats its "Human Resource" as one of its most important assets. The Companys culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged work force. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

PARTICULARS OF LOANS GIVEN UNDER SECTION 185 OF THE COMPANIES ACT. 2013

There was no loan given pursuant to Section 185 of the Companies Act, 2013 during the period under review. Hence, the said provisions are not applicable to the Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

The amount of loan given or guarantee given or investment made or security provided are within the ceiling limits approved by members of the Company by way of Special Resolution pursuant to Section 186 of the Companies Act, 2013. Hence the Company has complied with the provisions of Section 186 of the Companies Act, 2013.

INTERNAL AUDITORS AND REPORT

The provisions of Section 138 of the Companies Act. 2013 pertaining to Internal Audit are not applicable to the Company.

SECRETARIAL AUDIT REPORT

The provisions of Section 204 of the Companies Act, 2013 pertaining to Secretarial Audit are not applicable to the Company.

INDUSTRY RELATION

Overall Industrial relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of the employees.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE ANI) THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

CHANGE IN NATURE OF THE BUSINESS

During the year under review, there was no change in the nature of the Business of the Company.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

SECRETARIAL STANDARDS AND COMPLIANCE

During the year under review, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 1 18 of the Companies Act, 2013.

INSURANCE

All the properties and insurable interest of the Company including building, plant and machineries and stocks, have been adequately insured.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

No transaction or contract was entered into by company which are not on arms length basis, pursuant to Section 188 of Companies Act. 2013 during the year under review. Details of Related Party Transactions are given in "Annexure A" in form AOC - 2 in terms of Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

There was no consumption of power, conservation of energy and technology absorption of the resources of the Company in respect of business activities undertaken by the Company. Hence, the details pertaining to power consumption, conservation of energy & technology absorption are Nil, as there is no power consumption. Details pertaining to Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act. 2013 read with Rule 8(3) ot the Companies (Accounts) Rules, 2014 are Nil.

ACKNOWLEDGMENT

Your directors wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

Your directors take this opportunity to express their gratitude to the shareholders for the confidence reposed in the management of the Company.