Greenleaf Envirotech Ltd Directors Report

To,

The Members,

The Directors are pleased to present the 16^th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2026 ("FY 2025-26/ FY26") of Greenleaf Envirotech Limited ("the Company").

FINANCIAL SUMMARY AND HIGHLIGHTS

The Audited Financial Statements of the Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Generally Accepted Accounting Principles (IGAAP) as per the provisions of the Companies Act, 2013 (‘Act).

The financial performance for the year ended March 31, 2026 is summarized below:

(Rupees in Lakhs)

		(Rupees in Lakhs)
Particulars	2025-26		2024-25
	Consolidated	Standalone	Standalone
Revenue from Operations	6,061.30	6,061.30	3,885.21
Other Income	27.94	27.54	9.16
Total Income	6,089.24	6,088.84	3,894.37
Profit before Depreciation, Finance Costs,
Exceptional Items and Tax Expense (EBITDA)	1052	1052	669.05
Less:
Depreciation/ Amortization/ Impairment	25.45	25.45	14.79
Profit before Finance Costs, Exceptional Items and Tax Expense	1026.55	1026.55	654.26
Less:
Financial Costs	49.66	49.66	39.75
Profit before Exceptional Items and Tax Expense	976.89	976.84	614.51
Add/(less):
Exceptional items	0	0	0
Profit before Tax Expense	976.89	976.84	614.51
Less:
Current Tax Expense	250.61	250.59	155.64
Deferred Tax Expense	2.86	2.86	-0.61
Profit for the year	723.42	723.38	459.48
Earning per equity share (for continuing operation)	13.79	13.79	9.95

*The only Wholly owned Subsidiary of the Company i.e Greenleaf Eco Infra Private Limited was incorporated on July 8, 2025.

STATE OF THE COMPANYS AFFAIRS

Standalone Basis

The Revenue from Operations increased from 3,885.21 lakhs in FY 2024 25 to 6,061.30 lakhs in FY 2025 26, an increase of 56.0%. This growth indicates improved sales performance and business expansion during the year.

The EBITDA increased from 669.05 lakhs in FY 2024 25 to 1,052.00 lakhs in FY 2025 26, registering a growth of 57.2%. The increase reflects better operational efficiency and stronger earnings from core business activities.

Profit Before Tax increased from 614.51 lakhs in FY 2024 25 to 976.84 lakhs in FY 2025 26, representing a growth of 59.0%. The improvement indicates higher profitability before accounting for tax expenses.

Profit After Tax increased from 459.48 lakhs in FY 2024 25 to 723.38 lakhs in FY 2025 26, an increase of 57.4%. This reflects improved net profitability and enhanced returns generated by the companys operations.

*As the subsidiary was not in existence during the previous corresponding comparative period, comparative figures based on the consolidated financial statements have not been presented.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company and date of this Report.

TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of the Company for reporting Financial Year, after all appropriations and adjustments, was 723.38 Lakhs.

DIVIDEND

With a view to strengthening the Companys financial position and supporting its long-term growth and strategic objectives, the Board of Directors, after carefully considering the overall financial performance, capital requirements, future business plans, and other relevant factors, has decided not to recommend a dividend for the financial year under review. The Board believes that retaining the profits will enable the Company to capitalize on future opportunities and create sustainable long-term value for all stakeholders.

THE CHANGE IN THE NATURE OF BUSINESS.

There has been no change in the nature of the Business during the year under review.

INDUSTRY OVERVIEW

Our Company is engaged in the business of environmental engineering and infrastructure sector, which continues to benefit from increasing environmental awareness, industrial growth, and a greater focus on sustainable development. The rising demand for water and wastewater treatment, environmental compliance, pollution control, fire safety, and ESG solutions presents significant growth opportunities. Backed by its integrated service offerings, technical expertise, and execution capabilities, the Company is well positioned to capitalize on these opportunities and deliver sustainable value to its stakeholders.

For further details with respect to overview of the industry and important changes in the industry during the last year, external environment and economic outlook please refer Management Discussion and Analysis Report which forms part of this Annual Report.

WEBSITE

The Company has maintained a functional website www.greenleafenvirotech.in, in compliance with Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, where all statutory information and disclosures as required under the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 are hosted.

CAPITAL STRUCTURE

Authorized Capital

The Authorised Share Capital of the Company as on March 31, 2026 is Rs 6,50,00,000/- divided into 65,00,000 Equity Shares of Rs 10/- each.

Subsequent to the close of the financial year and up to the date of this Report, the Board of Directors, at its meeting held on June 30, 2026, approved increase in Authorised Share Capital of the Company from the existing Rs. 6,50,00,000/- (Rupees Six Crores Fifty Lakhs Only) divided into 65,00,000 (Sixty Five Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each and consequent amendment in the existing Clause V of the Memorandum of Association of the Company.

Further, the approval of Shareholders for the said increment in the Authorised Share Capital by way of Ordinary Resolution was also obtained at the (01/2026-27) ExtraOrdinary General Meeting of the Company held on July 29, 2026.

Issued, Subscribed & Paid-up Capital

The issued, subscribed, and paid-up share capital of the Company as on March 31, 2026, and as on the date of this Report stands at 5,92,92,500, comprising 59,29,250 equity shares of 10 each.

During the financial year under review, the Companys paid-up share capital increased from 4,61,92,500, comprising 46,19,250 equity shares of 10 each to 5,92,92,500, comprising 59,29,250 equity shares of 10 each. The increase was on account of the Initial Public Offering (IPO) of 13,10,000 equity shares having a face value of 10 each.

Subsequent to the close of the financial year and up to the date of this Report, the Board of Directors, at its meeting held on June 30, 2026, approved the issuance of up to 19,25,000 fully convertible warrants on a preferential basis to Promoters, Non-Promoters, and Public investors at an issue price of 80 per warrant (including a premium of 70 per warrant), aggregating up to 15,40,00,000, subject to the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws.

Further, the approval of Shareholders for the said preferential issue by way of Special Resolution was also obtained at the (01/2026-27) Extra-Ordinary General Meeting of the Company held on July 29, 2026.

Initial Public Offer (‘IPO)

During the period under review the company had come up with IPO of 16,10,000 Equity Shares of face value of 10/- each fully paid for cash at a price of 136/- per Equity Share including a premium of 126/- per Equity Share) aggregating to 2,189.60 Lakhs.

The Offer consisted fresh issue of 13,10,000 Equity Shares of face value of 10/- each fully paid for cash at a price of 136/- per Equity Share aggregating 1,781.60 Lakhs and 3,00,000 Equity Shares of face value of 10/- each fully paid for cash at a price of 136/- per Equity Share aggregating 408.00 Lakhs.

As on March 31, 2026 the company had used 1716.11 Lakhs from proceeds of the said Issue and there were no deviation or variation in use of the proceeds from the objects stated in the prospectus dated September 23, 2025.

LISTING OF EQUITY SHARES:

Equity shares of the Company were listed on the NSE Emerge SME Platform on October 9, 2025.

The NSE symbol of the Company is ‘GREENLEAF.

CREDIT RATING

During the year under review, the Company was not required to obtain any credit rating.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directors:

The Companys Board of Directors comprises an optimum blend of Executive, Non-Executive and Independent Directors. The Chairperson of the Board is an Executive Director. As on March 31, 2026, the Board of directors comprises Five (5) Directors; one Managing Director, one whole-Time Director and the remaining three (3) Independent Directors.

As on 31st March, 2026, Your Company has 5 (Five) Directors, namely;

i. Mr. Kalpesh Gordhanbhai Goti - Executive Director-Chairman & Managing Director ii. Mr. Gopi Kalpesh Goti - Executive Director- Whole-Time Director iii. Mr. Kaushikkumar Vallabhbhai Antaliya - Non-Executive - Independent Director iv. Mr. Dahyalal Bansilal Prajapati - Non-Executive - Independent Director v. Mr. Sanket Pravinchandra Shah - Non-Executive - Independent Director

Changes Occurred in the Board of Directors;

i. During the year under review:

No changes in composition of Board have occurred during the year under review.

ii. Between the ends of the financial year to which these financial statements relate and the date of the report: No changes in composition of Board have occurred between the ends of the financial year to which these financial statements relate and the date of the report.

Appointment/Re-appointment at ensuing Annual General Meeting:

i. Re-appointment of Independent Director(s):

No changes in composition of Board have occurred between the ends of the financial year to which these financial statements relate and the date of the report.

Moreover, the Nomination and Remuneration Committee and the Board of Directors of the Company have recommended at ensuing General Meeting, the re-appointment of below-named independent Directors:

1. Mr. Kaushikkumar Vallabhbhai Antaliya (DIN: 10525794) for a second term of five (5) consecutive years commencing from March 1, 2027 to February 29, 2032 (both days inclusive).

2. Mr. Dahyalal Bansilal Prajapati (DIN: 09592327) for a second term of five (5) consecutive years commencing from September 6, 2026 to September 5, 2031 (both days inclusive).

3. Mr. Sanket Pravinchandra Shah (DIN: 10289616) for a second term of five (5) consecutive years commencing from September 6, 2026 to September 5, 2031 (both days inclusive). ii. Re-appointment of Director(s) retiring by rotation:

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Ms. Gopi Kalpesh Goti (DIN: 06388902), Whole-Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Your Directors recommend her re-appointment.

Appropriate resolutions relating to the appointment/re-appointment of directors are being placed before the shareholders for their approval at the ensuing Annual General Meeting. Brief profiles of the proposed directors and other relevant details, as required under the Companies Act, 2013 and Secretarial Standard-2 on General Meetings (SS-2), are provided in the Notice convening the ensuing AGM of the Company.

In terms of Regulation 36(3) of SEBI (LODR) Regulations, 2015, brief resume in respect of the Director who is retiring by rotation and proposed to be re-appointed, is provided in the Notice convening the 16^th AGM of the Company.

B. Key Managerial Personnels (KMPs):

As on 31^st March, 2026, Your Company has the following Key Managerial Personnel (KMPs):

i. Mr. Kalpesh Gordhanbhai Goti - Executive Director-Chairman & Managing Director ii. Mr. Gopi Kalpesh Goti - Executive Director- Whole-Time Director iii. Mr. Nilesh Babubhai Gopani - Chief Executive Officer iv. Mr. Harish Kumar Bhutra - Chief Financial Officer

Changes Occurred in the Key Managerial Personnels (‘KMPs);

1. During the year under review:

Following changes in the Key Managerial Personnels (KMPs) have occurred during the year under review:

Ms. Sheetal Sanwarmal Pareek resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. Closing of Business Hours of November 4, 2025.

Ms. Dhanashri Ganesh Satpute was appointed as the Company Secretary and Compliance Officer of the Company with effect from November 13, 2025, by the Board of Directors at its duly convened meeting held on November 13, 2025, based on the recommendation of the Nomination and Remuneration Committee. She subsequently resigned from the said position with effect from the close of business hours on February 4, 2026.

2. Between the ends of the financial year to which these financial statements relate and the date of the report: Following change in the Key Managerial Personnels (KMPs) have occurred between the ends of the financial year to which these financial statements relate and the date of the report. Ms. Boney Ujesh Modi Appointed as a Company Secretary and Compliance Officer of the Company w.e.f. April 30, 2026 by the Board of Directors at their duly convened Board meeting held on April 30, 2026, based on the recommendation of Nomination and Remuneration Committee.

COMMITTEES OF THE BOARD OF DIRECTORS:

The Board Committees plays a vital role in ensuring good corporate governance practices. The Committees are formed to handle specific activities and ensure the timely resolution of various issues. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles under which are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of all Committee meetings are presented to the Board for review. As on March 31, 2026, the Board has the following Committees: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee d) Corporate Social Responsibility Committee The composition of the committees is in line with the applicable provisions of the Act, Rules and the Listing Regulations and are as detailed below.

Name of the	Composition of the Committee	Remarks
Committee
Audit Committee	Chairperson: Mr. Dahyalal Bansilal Prajapati Independent Director (DIN: 09592327)	The Audit committee of the Board of directors was constituted in conformity with the requirements of Section 177 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended).
	Members: Mr. Sanket Pravinchandra Shah Independent Director (DIN: 10289616)	The powers, roles and terms of reference of the committee are in compliance with the Section 177 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.
	Mr. Kaushikkumar Vallabhbhai Antaliya Independent Director (DIN: 10525794)	All recommendations made by the Audit committee during the year were accepted by the Board.
		The Company Secretary of the Company acts as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements.
Nomination and Remuneration Committee	Chairperson: Mr. Sanket Pravinchandra Shah Independent Director (DIN: 10289616)	The Nomination and Remuneration committee of the Board of Directors was constituted in conformity with the requirements of Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers)
	Members: Mr. Dahyalal Bansilal Prajapati Independent Director (DIN: 09592327)	Rules, 2014 (as amended). The roles and terms of reference of the committee are in compliance with the Section 178 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements)
	Mr. Kaushikkumar Vallabhbhai Antaliya Independent Director (DIN: 10525794)	Regulations, 2015 as applicable. The Company Secretary of the Company acts as a Secretary to the Nomination and Remuneration Committee.
Stakeholders Relationship Committee	Chairperson: Mr. Sanket Pravinchandra Shah Independent Director (DIN: 10289616)	The Stakeholders Relationship committee of the Board of directors was constituted in conformity with the requirements of Section 178 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers)
	Members: Mr. Kaushikkumar Vallabhbhai Antaliya Independent Director (DIN: 10525794)	Rules, 2014 (as amended). The roles and terms of reference of the committee are in compliance with the Section 178 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.
	Mr. Kalpesh Gordhanbhai Goti Chairman & Managing Director (DIN: 02888791)	The Company Secretary of the Company acts as a Secretary to the Stakeholders Relationship Committee.
Corporate Social Responsibility Committee*	Chairperson: Mr. Kalpesh Gordhanbhai Goti Chairman & Managing Director (DIN: 02888791)	The Corporate Social Responsibility committee of the Board of directors was constituted in conformity with the requirements of Section 135 of the Act.
	Members:	The Committee monitors the implementation of the CSR Policy from time to time.
	Ms. Gopi Kalpesh Goti Whole-time Director (DIN: 06388902)	The Company Secretary of the Company acts as a Secretary to the Corporate Social Responsibility Committee.
	Mr. Kaushikkumar Vallabhbhai Antaliya Independent Director (DIN: 10525794)
	Mr. Sanket Pravinchandra Shah Independent Director (DIN: 10289616)

* The Corporate Social Responsibility Committee was formed on November 13, 2025, at the duly convened meeting of the Board of Directors of the Company.

BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, functions and nature of industry in which the Company operates. These updates help the Directors in keeping abreast of key changes and their impact on the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

The Company has received declaration of independence, as required pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations from:

1. Mr. Kaushikkumar Vallabhbhai Antaliya (DIN: 10525794);

2. Mr. Dahyalal Bansilal Prajapati (DIN: 09592327); and

3. Mr. Sanket Pravinchandra Shah (DIN: 10289616)

All the Independent Directors of the Company have declared that: a. they meet the criteria of independence as laid down under the Act and the Listing

Regulations; b. they have complied with the code of conduct for the board of directors and senior management personnel of the company prescribed under Schedule IV of the Act and code of conduct for the board of directors and senior management personnel of the company.; and c. they have registered themselves with the Independent Directors Database maintained by the

Indian Institute of Corporate Affairs.

The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The company had formulated and implemented code of conduct for the board of directors and senior management personnel of the company which is available on the Companys website at https://greenleafenvirotech.in/policies-code-of-conduct/ .

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board of Directors of the Company, Independent Directors on the Board of Company hold the highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. Its an optimum mix of expertise (including financial expertise), leadership and professionalism.

All the Independent Directors of your Company have been registered and are members of Independent Directors Data bank maintained by the Indian Institute of Corporate Affairs (IICA) and have passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA) within the prescribed timelines.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES AND ATTENDANCE THEREAT:

A. Board of Directors :

During the year under review, the Board met 11 (Eleven) times i.e. May 13, 2025, May 23, 2025, June 26, 2025, June 29, 2025, August 11, 2025, September 11, 2025, September 23, 2025, October 7, 2025, November 13, 2025, January 5, 2026 and February 17, 2026. The details of attendance of the Board members at the Board Meetings during FY 2025-26 and at the last Annual General Meeting held on June 23, 2025, are as under:

Sr. No. Name of Director(s)	No. of Meetings		Attendance at last 15th AGM held on June 23, 2025
	Held during the tenure	Attended
1. Mr. Kalpesh Gordhanbhai Goti	11	11	Present
2. Mr. Gopi Kalpesh Goti	11	11	Present
3. Mr. Kaushikkumar Vallabhbhai Antaliya	11	6	Present
4. Mr. Dahyalal Bansilal Prajapati	11	7	Present
5. Mr. Sanket Pravinchandra Shah	11	4	Present

The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

B. Committees a) Audit Committee:

During the financial year 2025-26, Meeting of Audit Committee was held 5 (five) times on May 23, 2025, June 26, 2025, September 23, 2025, November 13, 2025 and February 1, 2026. The intervening gap between two meetings did not exceed 120 days. The details of attendance of the members at the Audit Committee Meeting during FY 2025-26, are given below:

Name & Designation of Members	Category	No. of Meetings
		Held during the tenure	Attended
Mr. Dahyalal Bansilal Prajapati (Chairman)	Non-Executive Independent Director	5	4
Mr. Sanket Pravinchandra Shah (Member)	Non-Executive Independent Director	5	3
Mr. Kaushikkumar Vallabhbhai Antaliya (Member)	Non-Executive Independent Director	5	5

The Company Secretary acts as the Secretary to the Committee. The minutes of each Audit Committee meeting are placed in the next meeting of the Board. The Chairperson of the Committee was present at the last Annual General Meeting held on June 23, 2026 to answer shareholders queries.

b) Nomination and Remuneration Committee:

During the financial year 2025-26, Meeting of NRC was held 3 (Three) times on May 23, 2025, November 13, 2025 and February 17, 2026. The details of attendance of the members at Nomination and Remuneration Committee Meeting during 2025-26, are given below:

Name & Designation of Members	Category	No. of Meetings
		Held during the tenure	Attended
Mr. Sanket Pravinchandra Shah (Chairman)	Non-Executive Independent Director	3	2
Mr. Dahyalal Bansilal Prajapati (Member)	Non-Executive Independent Director	3	3
Mr. Kaushikkumar Vallabhbhai Antaliya (Member)	Non-Executive Independent Director	3	1

The Company Secretary acts as the Secretary to the NRC. The minutes of each NRC meeting are placed in the next meeting of the Board. The Chairperson of the Committee was present at the last Annual General Meeting held on June 23, 2026 to answer shareholders queries.

c) Stakeholders Relationship Committee:

During the financial year 2025-26, the Meeting of SRC was held once on February 17, 2026. The details of attendance of the members at Stakeholders Relationship Committee Meeting during 2025-26, are given below:

Name & Designation of Members	Category	No. of Meetings
		Held during the tenure	Attended
Mr. Sanket Pravinchandra Shah (Chairman)	Non-Executive Independent Director	1	1
Mr. Kaushikkumar Vallabhbhai Antaliya (Member)	Non-Executive Independent Director	1	1
Mr. Kalpesh Gordhanbhai Goti (Member)	Chairman & Managing Director	1	1

The Company Secretary acts as the Secretary to the Committee. The minutes of SRC meeting are placed in the next meeting of the Board. The Chairman of the SRC attended the last AGM held on June 23, 2026 to answer the shareholders queries.

Details of Investor Complaints:

During the financial year 2025-26, no Investor complaint was received from members. Therefore, there are no pending complaints at the end of the year.

d) Corporate Social Responsibility Committee:

During the financial year 2025-26, Meeting of CSR Committee was held once on February 17, 2026. The details of attendance of the members at Corporate Social Responsibility Committee Meeting during 2025-26, are given below:

Name & Designation of Members	Category	No. of Meetings
		Held during the tenure	Attended
Mr. Kalpesh Gordhanbhai Goti (Chairman)	Chairman & Managing Director	1	1
Ms. Gopi Kalpesh Goti (Member)	Whole-time Director	1	1
Mr. Kaushikkumar Vallabhbhai Antaliya (Member)	Non-Executive Independent Director	1	1
Mr. Sanket Pravinchandra Shah (Member)	Non-Executive Independent Director	1	1

The Company Secretary acts as the Secretary to the Committee. The minutes of CSR meeting are placed in the next meeting of the Board.

C. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Companies Act, 2013 and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of the Independent Directors was held on February 17, 2026. All Independent Directors were present at the Meeting.

The Independent Directors at the Meeting, inter alia, reviewed the following: Performance of Non-Independent Directors and Board as a whole.

Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors. Assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

NUMBER OF MEETINGS OF THE MEMEBERS OF THE COMPANY:

A. ANNUAL GENERAL MEETING (‘AGM):

During the FY 2025-26, 15^th Annual General Meeting of the Company was held on Monday, June 23, 2025 at 11:00 a.m. at the Registered Office of the Company situated at 3rd Floor, Room No. situated at 4, Plot No. 27-35, Kankavati Complex, Nandanvan Group H.Soc, Singanpore Road, Singanpore, Surat-395004, Gujarat, India to discuss the business as stated in the AGM Notice dated May 23, 2025.

B. EXTRAORDINARY GENERAL MEETING (‘EGM):

During the FY 2025-26, an Extra-Ordinary General Meeting of the Company was held on Monday, June 16, 2025 At 11:00 a.m. at the Registered Office of the Company situated at 3rd Floor, Room No. 4, Plot No. 27-35, Kankavati Complex, Nandanvan Group H.Soc, Singanpore Road, Singanpore, Surat-395004, Gujarat, India to discuss the business as stated in the EGM Notice dated May 23, 2025.

C. POSTAL Ballot:

During the FY 2025-26, No resolutions were passed through Postal Ballot.

NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 re-enactment(s) thereof for the time being in force).

The said policy is available on the website of the company at https://greenleafenvirotech.in/policies-code-of-conduct/ .

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

Pursuant to the provisions of the Companies Act, 2013 read with Rules framed there under and in compliance with the requirements of SEBI (LODR) Regulations, 2015, 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 judgement, 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.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration is provided in, is annexed as "Annexure 1" and forms an integral part of this Report.

Further, There were no employees whose remuneration was in excess of the limits in pursuance of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge, belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3) (c) & 134 (5) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the directors had 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 affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

During the year no reportable material weakness in the design or operation were observed.

Statutory Auditors of the company has conducted audit of internal financial control system over financial reporting and operating effectiveness of such controls. Separate audit report on internal financial control is annexed to Auditors Report and forming part of this report.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the Financial Year 2025-26, M/s. Greenleaf Eco Infra Private Limited was incorporated on July 8, 2025, as Wholly Owned Subsidiary of the Company, except this the Company does not have any other Subsidiaries, Associates and Joint Ventures.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014 statement containing the salient features of the financial statements of the Subsidiary Company for the financial year ended March 31, 2026, in Form AOC-1, is attached as "Annexure-2", which forms part of this report.

Further, based on Financial Statement as on March 31, 2026, there are no material subsidiary of the Company as per the requirements of the SEBI Listing Regulations.

PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As per Rule 8 of the Companies (Accounts) Rules, 2014, a Report on the financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the Financial Year ended March 31, 2026, is annexed to this Boards Report as "Annexure-2". In accordance with provisions of Section 136 of the Act, separate audited accounts in respect of the subsidiaries, are available on the website of the Company at https://greenleafenvirotech.in/financials-of-subsidiary/ .

PUBLIC DEPOSITS

During the year under review, Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, Company does not have any deposit which is in violation of Chapter V of the Act.

LOANS TAKEN FROM DIRECTORS OF THE COMPANY

During the year under review, the Company accepted unsecured and interest-free loans from its Directors, Mr. Kalpesh Gordhanbhai Goti (DIN: 02888791) and Ms. Gopi Kalpesh Goti (DIN: 06388902), to meet its business requirements. The said loans were accepted in compliance with the applicable provisions of the Companies Act, 2013, and the Directors have confirmed that the funds advanced were not sourced from borrowings or deposits accepted from any other person.

The outstanding balance of the loans as on March 31, 2026, stood at 80.81 Lakhs and 165.78 Lakhs, respectively, aggregating to 246.59 Lakhs. The details of such loans are disclosed in Note No. 5 of the Notes forming part of the Financial Statements, which forms an integral part of this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company did not provide any guarantee or security covered under the provisions of Sections 185 and 186 of the Companies Act, 2013. However, the Company made an investment in its wholly owned subsidiary by subscribing to 9,999 equity shares in its own name and 1 equity share in the name of Mr. Goti, held as nominee on behalf of the Company, at the time of incorporation. The said investment was made in accordance with the provisions of Section 186 of the Companies Act, 2013. The particulars of the investment are also disclosed in the financial statements forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the FY 2025-26, Company has entered into transactions with related parties as defined under Section 188 of the Companies Act, 2013 and As per AS 18 company had entered into some transactions with related party which were in the ordinary course of business. The details of the related party transactions as required under AS - 18 are set out in Notes to the financial statements.

Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015. All transactions with related parties were entered with approval of the Audit Committee.

The Company has formulated a policy on related party transactions, the same is available on Companys website at https://greenleafenvirotech.in/policies-code-of-conduct/ .

The disclosure in Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure 3" to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Companies Act, 2013, and the Rules made there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://greenleafenvirotech.in/policies-code-of-conduct/ .

An Annual Report on CSR activities of the Company for the Financial Year 2025-26 as Required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an "Annexure 4" to this Report.

During the F.Y.2025-26 the Company was required to spend an amount of 7.17 Lakhs for implementation of various CSR activities in terms of Section 135 of the Companies Act, 2013. In this regard the Company has spent an amount of 8.48 Lakhs on CSR activities which is in excess of the minimum amount required to be spent by the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the particulars relating to conservation of energy, Technology Absorption and foreign exchange earnings and outgo is appended as an "Annexure-5" to this

Boards Report.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management policy. The Company through Board and Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Risk Management forms an integral part of the Companys planning process.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis.

There are no risks, which in the opinion of the Board threaten the existence of the Company.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism/ Whistle Blower Policy which is in compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 4(2)(d)(iv) read with Regulation 22 of the SEBI (LODR) Regulations, 2015. The policy enables stakeholders, including individual employees, directors and their representative bodies, to freely communicate their concerns about illegal or unethical practices, instances of unethical behavior, actual or suspected fraud or violation of the companys code of conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

Your Company hereby affirms that no Director, employee or any other personnel has been denied access to the Chairman of the Audit Committee and that no complaint was received during the year.

The Whistle Blower Policy has been disclosed on the Companys website under the weblink https://greenleafenvirotech.in/policies-code-of-conduct/ and has been circulated to all the Directors / employees.

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.

AUDITORS

A. Statutory Auditors :

M/s M B Jajodia & Associates, Chartered Accountants (Firm Registration No. 0139647W) were appointed as the Statutory Auditors of the company conclusion of the 15th AGM of the company held on June 23, 2026 till the Conclusion of 16^th AGM of the Company to be held in 2026.

Moreover, the Board of Directors on the recommendation of Audit Committee have recommended the re-appointment of M/s M B Jajodia & Associates, Chartered Accountants (Firm Registration No. 0139647W) as the Statutory Auditors of the Company, for a term of 5 consecutive years commencing from the conclusion of the 16th Annual General Meeting to be held for the financial year 2026-27 till the conclusion of the 21st Annual General Meeting to be held for the financial year 2030-31.

M/s M B Jajodia & Associates, have confirmed their eligibility and qualification required under the Act for holding the office as Statutory Auditors of the Company.

Statutory Auditors Observations in Audit Report:

The extract of Note No. 43 to the Standalone and Consolidated Financial Statements, referred to in the Independent Auditors Report dated May 28, 2026, regarding the non-registration of charges, is reproduced below:

“43 Registration of Charge:

The company has obtained secured loans from BMW India Financial Service and ICICI Bank (Total Amount of Rs. 20 Lakhs) and an overdraft facility from RBL Bank (Amount of Rs. 225 Lakhs) which were sanctioned on November 16, 2025, August 29, 2024, January 6, 2025 and August 25, 2025, respectively for which charges were not created. The company has made necessary application under Companies Act, 2013 for compliance of the same.”

Boards response on Auditors qualification, Reservation or adverse Remark or disclaimer made

The explanations of the Board of Directors with respect to the qualifications, reservations, adverse remarks, or disclaimers contained in the Statutory Auditors Report are as follows:

Secured Loans obtained from;

1. BMW India Financial Service

The charge in respect of the secured loan availed from BMW India Financial Services was not created within the prescribed time due to an inadvertent oversight. The Company shall initiate the necessary steps.

2. ICICI Bank -

Company has filed Form GNL-1 having SRN: AB5457629 on July 16, 2025 under compounding of Offence. The non-filing was unintentional and was not aimed at circumventing any statutory obligation.

Overdraft Obtained from;

3. RBL Bank

The Company relied on the clarification received from the lender that Form CHG-1 was not applicable, as the collateral was an immovable property owned by an individual and no charge was created over the Companys current assets. Accordingly, the non-filing of the charge was due to a bona fide understanding based on the lenders advice and was not intentional.

? Fraud reported by Statutory Auditors

There is no incident of fraud requiring reporting by the Statutory Auditors under Section 143(12) of the Act.

B. Secretarial Auditors:

The Board has appointed Ms. Insiya Nalawala, proprietor of M/s Insiya Nalawala and Associates, Practicing Company Secretaries on April 30, 2026, to conduct the Secretarial Audit of the Company for the Financial Year 2025-26, as required by Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended. The Company provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Secretarial Audit Report, in Form MR-3, for the financial year ended March 31, 2026 is annexed herewith as ‘Annexure- 6.

? Secretarial Auditors Observations in Audit Report:

The Secretarial Audit Report for the financial year ended March 31, 2026 dated July 31, 2026, issued by Ms. Insiya Nalawala, proprietor of M/s Insiya Nalawala, is annexed herewith as ‘Annexure- 6 is contained observations which are reproduced below:.

"1. The company has not created Charge on secured loan obtained from BMW India Financial Service and ICICI Bank and overdraft facility obtained from RBL bank."

? Boards response on Auditors qualification, Reservation or adverse Remark or disclaimer made

The explanations of the Board of Directors with respect to the qualifications, reservations, observation, adverse remarks, or disclaimers contained in the Secretarial Auditors Report are as follows

Secured Loans obtained from;

1. BMW India Financial Service

The charge in respect of the secured loan availed from BMW India Financial Services was not created within the prescribed time due to an inadvertent oversight. The Company shall initiate the necessary steps.

2. ICICI Bank -

Company has filed Form GNL-1 having SRN: AB5457629 on July 16, 2025 under compounding of Offence. The non-filing was unintentional and was not aimed at circumventing any statutory obligation.

Overdraft Obtained from;

3. RBL Bank

The Company relied on the clarification received from the lender that Form CHG-1 was not applicable, as the collateral was an immovable property owned by an individual and no charge was created over the Companys current assets. Accordingly, the non-filing of the charge was due to a bona fide understanding based on the lenders advice and was not intentional.

? Fraud reported by Secretarial Auditors

There is no incident of fraud requiring reporting by the Secretarial Auditors under Section 143(12) of the Act.

C. Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013, Mr. Dipak Patil, Chartered Accountant, was appointed as an Internal Auditor of the company, for the FY 2025-2026 by the Board of Directors of the Company in the Board Meeting held on October 7, 2025.

Further, M/s. Nikhar Agarwal & Co.(FRN.- 153175W), Chartered Accountants, as Internal Auditors of the Company for the financial year 2026-27 by the Board of Directors of the Company in the Board Meeting held on May 28, 2026.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the company has not failed to implement any corporate actions within the specified time limit.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026, prepared in accordance with Section 92(3) of the Act is made available on the website of the Company and can be assessed using the link

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 Companies Act, 2013 are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, segment wise and product wise performance, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Since the Company is listed on the BSE SME Platform, it is exempt from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in terms of Regulation 15(2) thereof. Accordingly, the Company is not required to furnish a separate Corporate Governance Report. Nevertheless, the Company is committed to maintaining high standards of corporate governance, and wherever applicable, relevant corporate governance disclosures have been incorporated under the respective sections of this Directors Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR:

During the under review, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

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.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and Redressal of complaints of sexual harassment at workplace. The Company has complied with the provisions of the Sexual Harassment of Women at Workplace Act, 2013 to ensure a safe workplace for all employees.

The policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for the matters connected and incidental thereto, with the objective of providing safe working environment, where employees feel secure.

An Internal Complaints Committee has been set up to Redress complaints related to sexual harassment. The following is a summary of sexual harassment complaints received and disposed of during the year: a. number of complaints filed during the financial year - Nil b. number of complaints disposed of during the financial year - Nil c. number of complaints pending as on end of the financial year Nil

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR AND GENDERWISE BIFURCATION THEROF:

The details relating to the number of employees as on the closure of financial year and gender wise bifurcation thereof is as follows:

Gender	No. of Employees
Female	18
Male	130
Transgender	0
Total Employees	148

COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees, if any, have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

GENERAL DISCLOSURES:

The Directors state that no disclosures or reporting are required in respect of the following matters, as no transactions or events pertaining to such matters occurred during the financial year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

Revision of financial statements and Directors Report of the Company

None of the Directors of the Company has been debarred or disqualified from being appointed or continuing as a Director by SEBI/ Ministry of Corporate Affairs/Statutory Authorities. Neither the Managing Director nor the Whole-time Directors of the Company, receives any commission from any of its subsidiaries.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation to the Companys customers, vendors, central and state government bodies, auditors, legal advisors, consultants, registrar and bankers for their continued support to the Company during the year under review. The Directors also wish to place on record their appreciation for the dedicated efforts of the employees at all levels. Finally, the Board expresses its gratitude to the members for their continued trust, co-operation and support.

	For and on behalf of the Board of Directors of,
	Greenleaf	Envirotech Limited
	Mr. Kalpesh Goti	Mrs. Gopiben Goti
	Chairman & Managing Director	Whole Time Director
	DIN: 02888791	DIN: 06388902
Date: 31-07-2026
Place: Surat