To

The Members,

Oswal Greentech Limited

Your directors take pleasure in presenting the 44^th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended 31st March, 2026:

1. Financial Summary

The financial summary of the company for the financial year ended 31 st March, 2026 along with the previous years figures is summarised in the table below:

Performance overview

The Company is primarily engaged in the business of real estate development and construction activities.

The Company flagship residential development at Ludhiana continues to demonstrate strong end-user traction, with 513 of the 538 flats in the project sold as on 31st March, 2026. This sustained absorption reflects the project's design quality, strategic location, and competitive pricing, reinforced by the Company's disciplined sales execution and a consistently positive response from homebuyers in the region.

The near-complete sell-out of this project is a strong validation of the Company's real estate strategy and its ability to convert market demand into tangible bookings, even amid evolving macroeconomic conditions in the housing sector.

With only a limited number of units now remaining, the Company expects to conclude sales of this project in the near term and is confident that the remaining flats will be absorbed swiftly, supported by continued interest from prospective buyers. The successful execution of this project strengthens the Company's track record in the residential real estate segment and provides a strong foundation for identifying and pursuing similar opportunities going forward.

Other Income:

During the year, the Company has also received income from interest on Inter-Corporate deposits (ICDs) and investments in mutual funds.

The financial performance highlights for the year ended 31st March, 2026, are as follows:

The net income from operations achieved during the year is Rs. 3,680.69 lakh as compared to Rs. 3,525.26 lakh in the previous year. The net profit / (Loss) after tax is ' (6,241.86) lakh as compared to Rs. 853.21 lakh in the previous year.

2. STATE OF THE COMPANYS AFFAIRS

The Company is engaged in real estate activities and investment of surplus funds including inter-corporate deposits. There has been no change in business of the Company during the financial year ended 31st March, 2026.

3. SUBSIDIARY AND ASSOCIATES

The Company doesnt have any subsidiaries or associates.

4. DIVIDEND

With a view to conserve the scarce liquid resources of the Company, the Directors do not recommend any dividend for the year ended 31st March, 2026. The dividend distribution policy of the Company is also annexed herewith as Annexure A.

5. SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company. The Authorised Share Capital of the Company is INR 16,30,00,00,000/- and the paid-up Equity Share Capital of the Company is INR 2,56,80,91,590/- comprising of 25,68,09,159 equity shares of INR 10/- each.

6. DEPOSITS

During the year the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

7. RESERVES

Your directors do not propose to transfer any amount to the general reserve and the entire amount of profit for the year forms part of the Retained Earnings.

8. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

Pursuant to the disclosure made under 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 Companys financial position have occurred after the end of the financial year 2025-26 and till the date of this report.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

There were no significant or material orders passed by the regulators, courts and tribunals during the year ended 31st March, 2026.

(i) Statutory Auditors and their report:

M/s. Oswal Sunil & Company, Chartered Accountants, New Delhi (FRN: 016520N), who were appointed as Statutory Auditors of the Company at the Annual General Meeting held in the year 2022, tendered their resignation from the office of Statutory Auditors of the Company with effect from 7th August, 2025, resulting in a casual vacancy in the said office.

The Board of Directors, at its meeting held on 8th August, 2025, on the recommendation of the Audit Committee, appointed M/s. Mehta Chokshi & Shah LLP, Chartered Accountants, Mumbai (Firm Registration No. 106201W/WI00598), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Oswal Sunil & Company, with effect from 8th August, 2025.

Thereafter, the members of the Company, at the 43rd Annual General Meeting held on 25th September, 2025, approved the appointment of M/s. Mehta Chokshi & Shah LLP, Chartered Accountants (FRN: 106201W/WI00598), as Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting to be held in the year 2030, at such remuneration as may be fixed by the Board of Directors in consultation with the Auditors.

M/s Mehta Chokshi & Shah LLP, Chartered Accountants have consented their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

M/s Mehta Chokshi & Shah LLP, Chartered Accountants, have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Report of statutory auditors: M/s Mehta Chokshi & Shah LLP, Chartered Accountants, have submitted their report on the financial statements of the Company for the financial year 2025-26, which forms part of this Annual Report. Further the notes referred to in the Auditors Report are self-explanatory. The Auditors have issued a qualified report for the financial year 2025-26. The auditors remarks on their qualified opinion and managements response on the auditors qualified opinion are given hereunder:

2. The Company had granted Inter-Corporate Deposits (ICDs) and real estate advances aggregating to Rs. 1,22,676.83 lakh outstanding as of March 31st, 2026, to various entities engaged in / associated with real estate projects, as disclosed in "loans" and "other non-current assets" head in the Financial Statements. The aforesaid ICDs and real estate advances are subject to confirmation from the respective counterparties, which have not been received as at the date of this report. In the absence of confirmations and reconciliation thereof, we were unable to satisfy ourselves regarding the outstanding balances, accrued interest receivable and terms and conditions of repayment of the said ICDs and advances. Consequently, we are unable to determine whether any adjustment is required to the carrying value of these ICDs and advances on account of recoverability, and whether any provision for doubtful or irrecoverable amounts ought to have been recognised in accordance with the applicable Ind AS. The possible effect of this matter on the financial statements is not determinable at this stage.

Managements response: The Company is making all possible efforts to recover the advances and has initiated legal action against the parties concerned.

Further M/s Mehta Chokshi & Shah LLP have tendered their resignation with effect from 11th August, 2026, resulting in a casual vacancy.

Accordingly, the Board of Directors at its meeting held on 24th August, 2026, based on the recommendation of the Audit Committee, has appointed M/s. BGMG & Associates, Chartered Accountants (FRN: 025265N), as Statutory Auditors of the Company to fill the casual vacancy and has further recommended to the Members their appointment for a term of 5 (five) consecutive from the conclusion of ensuing 44^th Annual General Meeting until the conclusion of the 49^th Annual General Meeting to be held in the year 2031.

(ii) Secretarial Auditors and their report:

Pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations, M/s. Jay Mehta & Associates, Practising Company Secretaries, Mumbai (Membership No. F8672; COP No. 8694), were appointed as Secretarial Auditors of the Company for a term of 5 (five) consecutive years from the financial year 2025-26 to the financial year 2029-30. M/s. Jay Mehta & Associates have tendered their resignation with effect from 20th July, 2026, resulting in a casual vacancy.

Accordingly, the Board of Directors at its meeting held on 27th July, 2026, based on the recommendation of the Audit Committee, has appointed M/s. Anuj Gupta & Associates, Practising Company Secretaries (FRN: S2015DE314800), as Secretarial Auditors of the Company to fill the casual vacancy for the remainder of the financial year 2025-26, and has further recommended to the Members their appointment for a term of 5 (five) consecutive financial years from the financial year 2026-27 to the financial year 2030-31 in terms of Regulation 24A(1) of the SEBI Listing Regulations.

M/s. Anuj Gupta & Associates have confirmed that they are not disqualified and are eligible to be appointed as Secretarial Auditors of the Company in terms of Regulation 24A of the SEBI Listing Regulations, and satisfy the prescribed eligibility criteria.

Report of secretarial auditors:

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for FY 2025-26 carried out by M/s. Anuj Gupta & Associates, Practising Company Secretaries, in Form MR-3 enclosed herewith as Annexure B. Further, the Secretarial Auditors report doesnt contain any qualification or reservation requiring explanation or adverse remark.

Also, a secretarial compliance report for the financial year ended 31 st March, 2026 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. Anuj Gupta & Associates, Practising Company Secretaries, and submitted with the National Stock Exchange of India Limited and BSE Limited.

During the financial year ended 31st March, 2026, Secretarial Auditor have not reported any instance of fraud to the Audit Committee pursuant to Section 143(12) of the Act and rules made thereunder, therefore, no disclosure is required under Section 134(3)(ca) of the Act.

(iii) Internal Auditors and their report

Pursuant to the provisions of section 138 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s. Siddharth S. Kothari & Associates, Chartered Accountants, Mumbai (FRN: 158976W) as Internal Auditors of the Company for the financial year 2025-26.

The Internal Auditor s reports are periodically submitted with the Audit Committee for its review and further course of action thereon.

It may further be noted that the Board of Directors at their meeting held on 7th August, 2026 had appointed M/s Raj Gupta & Co, Chartered Accountants (FRN: 000203N) as the Internal Auditors of the Company for carrying out internal audit for the financial year 2026-27.

11. COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2025-26, the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

12. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or the Secretarial Auditors of the Company have not reported any frauds to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

13. ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Act, the Annual Return (Form MGT-7) as on 31st March, 2026 is available on the Companys website at www.oswalgreens.com .

(iv) Mr. Akhil Bansal (DIN: 07398573), Non-Executive and Independent Director of the Company, resigned from the position of Director w.e.f. 19th August, 2025, on account of unavoidable circumstances. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mr. Bansal during his association as a Non-Executive Independent Director of the Company.

(v) Mrs. Shipra Shroff (DIN: 10630750), Non-Executive and Independent Director of the Company, resigned from the position of Director w.e.f. 19th August, 2025, on account of unavoidable circumstances. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mrs. Shroff during her association as a Non-Executive Independent Director of the Company.

(vi) Mr. Vipin Kumar Vij, Chief Financial Officer (KMP) of the Company, resigned from the position w.e.f. 12th November, 2025, on account of personal commitments/pre-occupations. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mr. Vij during his association as Chief Financial Officer of the Company.

(vii) Ms. Sonal Gupta, Company Secretary & Compliance Officer (KMP) of the Company, resigned from the position w.e.f. 11th December, 2025, on account of other professional commitments. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Ms. Gupta during her association as Company Secretary of the Company.

(viii) Mrs. Purva Jhanwar, Company Secretary & Compliance Officer (KMP) of the Company, resigned from the position w.e.f. 6th May, 2026, on account of personal reasons. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mrs. Jhanwar during her association as Company Secretary of the Company.

(ix) Mr. Moxit Modi, Chief Financial Officer (KMP) of the Company, resigned from the position w.e.f. 2nd June, 2026, on account of personal and family commitments. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mr. Modi during his association as Chief Financial Officer of the Company.

(x) Mrs. Kiran Vohra (DIN: 05251615), Non-Executive and Independent Director of the Company, resigned from the position of Director w.e.f. the close of business hours on 11th June, 2026, on account of unavoidable personal circumstances. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mrs. Vohra during her association as a Non-Executive Independent Director of the Company.

(xi) Mrs. Isha Deepak Shah (DIN: 11219718), Non-Executive and Independent Director of the Company, resigned from the position of Director w.e.f. the close of business hours on 11th June, 2026, on account of pre-occupation and other commitments. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mrs. Shah during her association as a Non-Executive Independent Director of the Company.

(xii) Mr. Gaurav Chawla (DIN: 06894334), Non-Executive and Independent Director of the Company, resigned from the position of Director w.e.f. the close of business hours on 11th June, 2026, on account of unavoidable personal circumstances. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mr. Chawla during his association as a Non-Executive Independent Director of the Company.

(xiii) Mr. Umang Kaushik Shah (DIN: 11263043), Non-Executive and Independent Director of the Company, resigned from the position of Director w.e.f. the close of business hours on 11th June, 2026, on account of pre-occupation. The Board has placed on record its deep appreciation for the invaluable support and guidance received from Mr. Shah during his association as a NonExecutive Independent Director of the Company.

The policy on Directors and KMPs appointment and remuneration, including the criteria for determining the qualifications, positive attributes and independence of Directors is enclosed as Annexure D.

Declarations and Confirmation on Independent Director(s)

Independent Directors have submitted their declaration of independence, stating that:

They continue to fulfil the criteria of independence as required pursuant to section 149(6) read with schedule IV of the Act and regulation 16(1)(b) of the SEBI Listing Regulations;

They have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties in terms of regulation 25(8) of SEBI Listing regulation.

They are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and There has been no change in the circumstances affecting their status as Independent Director of the Company.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in schedule IV to the Act. In Boards opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. The Independent Directors have also confirmed that they have complied with the Companys code of conduct. Independent Directors have also confirmed that they have registered their names in the independent director databank with the Indian Institute of Corporate Affairs.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) They 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 affairs of the Company at the end of the financial year and of the profit/ Loss of the Company for that period;

(iii) They 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 fraud and other irregularities;

(iv) They have prepared annual accounts on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operate effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

17. AUDIT COMMITTEE

The Audit Committee comprised of 3 Independent Directors as its members as on 31^st March, 2026. The Chairman of the Committee is an Independent Director. The Members possess adequate knowledge of accounts, audit, finance, etc.

The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March, 2026, the Committee met 6 (Six) times. For further details, please refer Report on Corporate Governance attached to this Annual Report.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Policy is available on the website of the Company at www.oswalgreens.com .

It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Vigil Mechanism has been posted on the website of the Company at www.oswalgreens.com .

The Sexual Harassment policy is posted on the website of the Company at www.oswalgreens.com .

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write email to the Company Secretary on cs@oswalgreens.com .

The risk management policy has been posted on website of the Company at www.oswalgreens.com .