Greenleaf Envirotech Ltd IPO

The IPO opens on 30 Sept 2025 & closes on 06 Oct 2025.

Greenleaf Envirotech Limited was originally incorporated as a Private Company in the name and style of 'Greenleaf Envirotech Private Limited' vide Certificate dated March 09, 2010 issued by Assistant Registrar of Companies, Gujarat, Dadra and Nagar Haveli. The Company converted from a Private Limited Company to a Public Limited Company, and the name was changed to 'Greenleaf Envirotech Limited', and a fresh Certificate of Incorporation dated November 28, 2023, was issued by the Registrar of Companies, Ahmedabad. The Company started its business operations by providing environmental laboratory services such as, conducting several tests on various parameters of water, wastewater, drinking water, ambient air, stack monitoring, soil analysis and hazardous waste analysis. Their lab tests include physical tests, chemical tests, test on microbiological parameters and Bio-assay of toxic pollutants supported by instant and well-aimed results. Further, it undertake workplace monitoring including noise surveys, illumination surveys, ventilation surveys, personal monitoring, heat stress monitoring survey, etc. Over the years, the Company diversified services by offering Turnkey solutions for installation & commissioning of Water & Waste Water Treatment Plants (WWTP), operations & maintenance services (O&M), consultancy services for seeking environmental clearance from State Pollution Control Board (Enviro-legal matters). As an turnkey company, it specialize in delivering design engineering, project management, procurement support and detailed engineering services, civil construction, electro-mechanical supply and installation, and commission of WWTP projects for Sewage/ Effluent/ Water Treatment Plant, Reverse Osmosis and Zero Liquid Discharge Projects across India. Their laboratory is fully-equipped with equipment and testing lab devices such as gas chromatography, atomic absorption spectrometer, air & stack monitoring instrument, testing equipment's for civil / electrical / instruments and backed by a strong team of technicians. The Company is proposing the Public Issue of 18,50,000 Fresh Issue Equity Shares.

Greenleaf Envirotech Ltd IPO will close on 06 Oct 2025.

<ul><li>In-House project execution, designing and engineering capabilities.</li><li>Our Environmental Laboratory Services.</li><li>Experienced Promoter and management team</li><li>Our Order Book for WWT projects and O&M services.</li><li>Quality certification and quality assurance.</li><li>Experienced Promoter Directors with extensive domain knowledge.</li><li>Quality assurance and accreditations.</li><li>Healthy financial condition.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Kalpesh Gordhanbhai Goti</td> <td>2172150</td> <td>47.02</td> <td>1972150</td> <td>33.26</td> </tr> <tr> <td>2</td> <td>Gopiben Kalpesh Goti</td> <td>1470150</td> <td>31.83</td> <td>1370150</td> <td>23.11</td> </tr> </tbody> </table>

<ul><li>Its Enviro-legal consultancy business is limited to the State of Gujarat and the same limits it to generate revenue from consultancy business.</li><li>Some of its projects are awarded through the competitive bidding process by government authorities/bodies. The company may not be able to qualify for, compete and win future projects, which could adversely affect its business and results of operations.</li><li>The company has not obtained registration for its corporate logo, and failure to protect the company's logo would adversely affect its business, financial condition and results of operations.</li><li>The company requires certain approvals, licenses, registration and permits for its business, and the failure to obtain or renew them in a timely manner may adversely affect its operations.</li><li>The company may be unable to sufficiently obtain, maintain, protect, or enforce its intellectual property and other proprietary rights.</li><li>Its top five customers contribute majority of the company revenues from operations. Any loss of business from one or more of them may adversely affect its revenues and profitability.</li><li>Its top five suppliers contribute majority of the company purchases. Any loss of business with one or more of them may adversely affect its business operations and profitability.</li><li>The company relies on its in-house designing, engineering and construction teams for project execution. Loss of employee(s) may have an adverse effect on the execution of its projects.</li><li>The company relies on various third parties in the civil construction activities of installing its WWTPs & WSSPs and factors affecting the performance of their obligations could adversely affect its projects.</li><li>The Company has in the past entered into related party transactions with its Directors, Promoters and Promoter Group members/ entities, Group Company and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on its financial condition and results of operations.</li><li>There have been certain instances of non- compliances, including with respect to certain secretarial/ regulatory filings for corporate actions taken by the Company in the past. Consequently, its may be subject to regulatory actions and penalties for any such non-compliance and its business, financial condition and reputation may be adversely affected.</li><li>The Company yet to place orders for the equipment's for the expansion of the EPC and Consultancy. Any delay in placing orders or procurement of such machinery may delay the schedule of implementation and possibly increase the cost of commencing operations.</li><li>Its registered office is not owned by it. If the company is unable to renew existing leases and licenses or relocate its operations on commercially reasonable terms, there may be an adverse effect on its business, financial condition and operations.</li><li>The company has experienced negative cash flows in the past and may continue to do so in the future and the same may adversely affect its cash flow requirements, which in turn may adversely affect its ability to operate the company's business and implement its growth plans, thereby affecting its financial condition.</li><li>The company deploy advanced technologies in the designing and installation of WWTPs or WSSPs. Any incapability to adopt a new technology or change in the requirement of a particular technology by the government authorities may affect its position to bid for WWTPs or WSSPs.</li><li>Failure to increase the size of its projects and pre-qualification may affect the company's growth prospects.</li><li>The contracts in its Order Book may be adjusted or postponed or cancelled by its clients and, therefore the company Order Book is not necessarily indicative of its future revenues or profit. Additionally, even if fully performed, its Order Book may not be a reliable indicator of the company's future gross margins.</li><li>Increase in the prices of construction materials and labour & works contact charges could have an adverse effect on its business, results of operations and financial condition.</li><li>Its actual cost in executing WWTPs & WSSPs may vary substantially from the assumptions underlying its bid or estimates. The company may be unable to recover all or some of the additional costs and expenses, which may have a material adverse effect on its results of operations, cash flows and financial condition.</li><li>The company has working capital requirements. If its experience insufficient cash flows to enable the company to make required payments on its debt or fund working capital requirements, there may be an adverse effect on its results of operations.</li><li>The company may be subject to liability claims or claims for damages or termination of contracts for failure to meet project completion timelines or defective work, which may adversely impact its profitability, cash flows, results of operations and reputation.</li><li>If the company fail to undertake O&M works or if there is any deficiency of service regarding these works in the projects installed by it pursuant to and as per the relevant contractual requirements, the company may be subject to penalties or even termination of its contracts, which may have a material adverse effect on its reputation, business, financial condition, results of operations and cash flows.</li><li>Water treatment or reuse and zero liquid discharge technology is subject to rapid change. These changes may affect the demand for its services. If the company is unable to keep abreast of the technological changes and new introductions its business, results of operations and financial condition may be adversely affected.</li><li>Changes in government policies related to the environment and water treatment, in particular, may adversely affect its business, financial condition and results of operations.</li><li>Its business is exposed to various implementation risk and other uncertainties which may adversely affect its business, results of operations and financial condition.</li><li>The company is subject to risks arising from interest rate fluctuations, which could reduce the profitability of its projects and adversely affect the company's business, financial condition and results of operations.</li><li>The company is required to furnish bank guarantees as part of its business. The company's inability to arrange such guarantees or the invocation of such guarantees may adversely affect its cash flows and financial condition.</li><li>The company is dependent upon the experience and skill of its management team and a number of KMP and senior management personnel. If the company is unable to attract or retain such qualified personnel, this could adversely affect its business, results of operations and financial condition.</li><li>Its failures to accurately forecast and manage inventory could result in an unexpected shortfall and/ or surplus of raw materials, equipment and manpower, which could affect its business and financial condition.</li><li>Its inability to respond adequately to increased competition in its business may adversely affect the company's business, financial condition and results of operations.</li><li>The company has in the last 12 months issued Equity Shares at a price that may be at lower than the Issue Price.</li><li>Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>If the company is unable to collect its dues and receivables from its customers in accordance with the terms and conditions of the contracts and payment schedules, its business, results of operations, cash flows and financial condition could be materially and adversely affected.</li><li>Contract claims and other customer claims could adversely affect its business, results of operation and financial condition.</li><li>The company may not be able to effectively implement its strategies and achieve future growth.</li><li>The company cannot assure you that its will be able to secure adequate financing in the future on acceptable terms. Its failure to obtain sufficient financing could result in delay or abandonment of its business plans and this may have an adverse effect on its growth and operations.</li><li>Its inability to meet the company obligations, including financial and other covenants under its debt financing arrangements could adversely affect its business and results of operations.</li><li>Its Promoters and Promoter Group will continue to retain significant control in the Company after the Issue which will allow them to influence the outcome of matters submitted to shareholders for approval. Such a concentration of ownership may also have the effect of delaying, preventing or deterring a change in control.</li><li>One of its promoter group entities is engaged in the same line of business similar to the Company. There are no noncompete agreements between the Company and its promoter group entities. The company cannot assure that its subsidiary company and the Company will not compete each other to source the same business. Such competition between each other may adversely affect business operations and financial condition of the Company.</li><li>Its ability to pay dividends in the future will depends upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.</li><li>Its employees may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.</li><li>The company has not commissioned an industry report for the disclosures made in the chapter titled industry Overview' and made disclosures on the basis of the data available on the internet and such data has not been independently verified by the company.</li><li>Certain data mentioned in this Draft Prospectus has not been independently verified and are confined to the data provided by the Company.</li><li>If the company is unable to establish and maintain an effective internal controls and compliance system, its business and reputation could be adversely affected.</li><li>The company is exposed to the risks of malfunctions or disruptions of information technology systems.</li><li>Its funding requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based on various factors, some of which are beyond its control.</li><li>Its insurance coverage may not adequately protect the company against all material hazards, which may adversely affect its business, results of operations and financial condition.</li><li>The average cost of acquisition of Equity Shares by its Promoter is lower than the Offer Price.</li><li>Destruction, theft, breakdowns of its major plants or equipment or failures to repair or maintain the same may adversely affect its business, cash flows, financial condition and results of operations.</li><li>Its Promoters, certain of the company's Directors hold Equity Shares in the Company and are therefore interested in the Company's performance other than remuneration and reimbursement of expenses.</li><li>Its Promoters and Promoter Group Members have provided guarantees for loans availed by it, and in the event the same is enforced against them, it could adversely affect its Promoters' ability to manage the affairs of the Company.</li><li>Its operations are subject to risks of mishaps or accidents that could cause damage or loss to life and property and could also result in loss or slowdown in its business.</li><li>The Company, its Directors and its Promoters are party to certain litigation and claims. These legal proceedings are pending at different levels of adjudication before various forums and regulatory authorities. Any adverse decision may make it liable to liabilities/penalties and may adversely affect its reputation, business and financial status.</li><li>We derive significant portion of our revenue from one of our services i.e., Wastewater Treatment Solutions. Our profitability, business and commercial success is significantly dependent on our ability to successfully anticipate the industry and customer requirements and utilize our resources to enhance and provide our services that efficiently satisfy and meet our client's specific requirements in a timely manner. Any failure on our part to do so, may have an impact on the reputation of our services, which could have an adverse effect on our revenue, reputation, financial conditions, results of operations and cash flows.</li><li>Some of our Wastewater Treatment (WWT) and Operations & Maintenance (O&M) projects are awarded through the competitive bidding process by various private clients and government authorities. We may not be able to qualify for, compete and procure future projects, which could adversely affect our business and results of operations.</li><li>We depend on certain key customers for our revenues. A decrease in the revenues we derive from them could materially and adversely affect our business, results of operations, cash flows and financial condition.</li><li>We generate a substantial portion of revenue from the regions of Gujarat, Maharashtra, Madhya Pradesh and Rajasthan. Any adverse developments affecting our operations in such regions could have an adverse impact on our revenue and results of operations.</li><li>Our business is working capital intensive. If we experience insufficient cash flows to meet required payments on our working capital requirements, there may be an adverse effect on the results of our operations.</li><li>Our Company executes its wastewater treatment projects as a contractor and sub-contractor basis. Any adverse change in the number of our projects or our role as a contractor or sub-contractor may adversely affect our business, financial condition and results of operations.</li><li>The Company is dependent on few suppliers for purchases of raw materials. The loss of any of these such suppliers may affect our business operations. We also depend on third-party contractors, labour suppliers in certain aspects of our operations and unsatisfactory services provided by them or failure to maintain relationships with them could disrupt our operations.</li><li>We are required to furnish bank guarantees as part of our business. Our inability to arrange such guarantees or the invocation of such guarantees may adversely affect our cash flows and financial condition.</li><li>We source our majority of the raw materials from selected states within India i.e., Gujarat, Maharashtra, West Bengal and Rajasthan. Any adverse developments affecting our procurement in these regions could have an adverse impact on our revenue and results of operations.</li><li>Our business is substantially dependent on our project execution and operations and maintenance team to accurately carryout our business operations for potential projects. Any deviation during the execution of the project as compared to our pre-bid estimates could have a material adverse effect on our cashflows, results of operations and financial condition.</li><li>There may be possible conflicts of interest between us and our Promoters or Promoter Group or with entities in which our Promoters & directors are interested. Our Promoters, Directors and Key Managerial Personnel and Senior Management may have interest in our Company, other than reimbursement of expenses incurred, remuneration or other benefits received.</li><li>We have certain outstanding litigation against us, an adverse outcome of which may adversely affect our business, reputation and results of operations.</li><li>We may be subject to imposition of liquidated damages under our project contracts, which could adversely affect our financial condition, results of operations and business reputation.</li><li>We derive a substantial portion of our revenue from private sector customers and any adverse developments in the private sector could adversely affect our business, financial condition and results of operations.</li><li>Our operations may be adversely affected in the event of accidents at any of our project sites.</li><li>Our business is significantly dependent on clients engaged in engineering and infrastructure industries and any adverse developments in such industry may adversely affect our revenues, business operations and financial condition.</li><li>We undertake wastewater treatment projects primarily on a fixed price basis and any cost overruns, delays or execution inefficiencies may adversely affect our profitability and financial performance.</li><li>There are certain inadvertent errors noticed in some of our corporate records relating to forms filed with the Registrar of Companies and other provisions of Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate and other law could impact the reputation and financial position of the Company to that extent.</li><li>Certain rental and lease agreements for our business premises have not been registered and we may face limitations in enforcing such agreements in the event of a dispute, which could adversely affect our operations and financial condition.</li><li>Our Company has not received the original PTRC registration certificate, which may pose compliance and reputational risks.</li><li>Our success largely depends upon our ability to attract and retain our Promoters, Directors, Key Managerial personnel and Senior Management with technical expertise. Our inability to attract and retain them and other personnel with technical expertise could adversely affect our business, financial condition and results of operations.</li><li>Our Statutory Auditors in the financial year 2018-19 have provided qualifications under the Companies (Auditor's Report) Order, 2016 ("CARO"). Any observations by the Auditors in the future may affect stakeholders' confidence in our internal controls and governance processes. In the event of any future non-compliance or qualification in our statutory audit reports, our financial condition and reputation may be adversely affected.</li><li>Any inadequacies in our internal control and financial reporting systems could affect our ability to accurately report financial results and comply with regulatory requirements which may adversely impact our business, financial condition and reputation.</li><li>Our environment auditing services is limited to the state of Gujarat and the same limits us to generate revenue from such business services.</li><li>Our Order Book represents the estimated contract value of the unexecuted portion of our existing WWT and O&M projects and is an indicator of visibility of our future revenue. However, it may not be representative of our future results and our actual income may be significantly less than the estimates reflected in our Order Book, which could adversely affect our results of operations.</li><li>Our business is significantly dependent on effective and efficient project management, and any deficiency in project planning, execution, or coordination may adversely affect our business operations, financial condition and results of operations.</li><li>Increase in the prices of construction materials and labour & works contract charges could have an adverse effect on our business, results of operations and financial condition.</li><li>We rely on our authorised partnership with Napier-Reid India Private Limited for providing SBR technology solutions, which is non-exclusive and limited in scope and duration.</li><li>Our Company had negative cash flows in the past years, details of which are given below. Sustained negative cash flow could impact our growth and business.</li><li>Our Company is yet to place orders for 100% of the purchase of machinery/equipment's as specified in the Objects of the Offer. Any event of delay in placing the orders, may delay the schedule of implementation or result in cost over-runs and our business, prospects and results of operations may be adversely affected.</li><li>Our Registered Office, Environmental Laboratory and other properties used for business operations are not owned by us and are taken on rent/lease basis. If we are unable to renew existing rental/lease agreements or relocate our operations on commercially reasonable terms, there may be a material adverse effect on our business, financial condition, results of operations and cash flows could be adversely affected.</li><li>We have contingent liabilities and our financial condition could be adversely affected if any of these contingent liabilities materializes.</li><li>We could be adversely affected if we fail to keep pace with technical and technological developments.</li><li>Any negative publicity or adverse public perception, whether substantiated or not, against our Company could have a material adverse effect on our financial condition, results of operations and business prospects.</li><li>We are subject to various laws and extensive government regulations and if we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required in the ordinary course of our business, including environmental, health and safety laws and other regulations, our business financial condition, results of operations and cash flows may be adversely affected.</li><li>Within the parameters as mentioned in the chapter titled "Objects of the Offer" beginning on page 95 of this Prospectus, our Company's management will have flexibility in applying the proceeds of this Offer. The fund requirement and deployment mentioned in the Objects of this Offer have not been appraised by any bank or financial institution. Any variation in the utilization of Net Proceeds would be subject to certain compliance requirements, including prior shareholders' approval and all other applicable laws.</li><li>There are certain discrepancies and non-compliances noticed in some of our financial reporting and/or records relating to filing of returns and deposit of statutory dues with the taxation and other statutory authorities.</li><li>Our Promoters have provided personal guarantees for loan facilities obtained by our Company, and any failure or default by our Company to repay such loans in accordance with the terms and conditions of the financing documents could trigger repayment obligations on them, which may impact their ability to effectively service their obligations as our Promoters and their relatives and thereby, impact our business and operations.</li><li>Our Company logo "Greenleaf ENVIROTECH LTD " is not registered with Registrar of Trademark; any infringement of our brand name or failure to get it registered may adversely affect our business.</li><li>Our financing agreements contain covenants that limit our flexibility in operating our business. If we are not in compliance with certain of these covenants and are unable to obtain waivers from the respective lenders, our lenders may accelerate the repayment schedules, and enforce their respective security interests, leading to a material adverse effect on our business and financial condition.</li><li>Our Company has availed unsecured loans that may be recalled by the lenders on demand, Failure to repay unsecured loans in a timely manner may have a material adverse effect on our business, results of operation, financial condition and cash flow.</li><li>Failure or disruption of our IT may adversely affect our business, financial condition and results of operations.</li><li>We face competition in our business from other Companies engaged in wastewater treatment and environment laboratory services.</li><li>Our Company has entered into related party transactions in the past and may continue to enter into related party transactions in the future, which may potentially involve conflicts of interest with the equity shareholders.</li><li>If we are unable to establish and maintain an effective internal controls and compliance system, our business and reputation could be adversely affected.</li><li>Our business is exposed to various implementation risk and other uncertainties which may adversely affect our business, results of operations and financial condition.</li><li>We may not be fully insured for all losses we may incur.</li><li>Any increase in interest rates would have an adverse effect on our results of operations and will expose our Company to interest rate risks.</li><li>The deployment of funds raised through this Offer shall not be subject to any Monitoring Agency and shall be purely dependent on the discretion of the management of our Company.</li><li>Employee misconduct including misuse of confidential data and failure to maintain confidentiality of information could harm us and is difficult to detect and deter.</li><li>Some of our Directors do not have experience of being a director of a public listed company.</li><li>Industry information included in this Prospectus has been derived from industry reports. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.</li><li>Our Promoters, certain of our Directors hold Equity Shares in our Company and are therefore interested in our Company's performance other than remuneration and reimbursement of expenses.</li><li>The average cost of acquisition of Equity Shares held by our Promoters could be lower than the Offer Price.</li><li>Our inability to manage growth could disrupt our business and reduce our profitability.</li><li>Our Company will not receive any proceeds from the Offer for Sale portion and the Promoter Selling Shareholders shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by them in the Offer for Sale. Our Promoters are therefore interested in the Offer in connection with the Equity Shares offered by them in the Offer for Sale.</li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.</li><li>Our Promoters and Promoter Group will continue to retain a majority shareholding in our Company after the Offer, which will allow them to determine the outcome of matters submitted to shareholders for approval.</li><li>Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which may be material to investors assessments of our Company's financial condition. Our failure to successfully adopt IFRS may have an adverse effect on the price of our Equity Shares. The proposed adoption of IFRS could result in our financial condition and results of operations appearing materially different than under Indian GAAP.</li></ul>

The Issue type of Greenleaf Envirotech Ltd is Fixed Price - SME.

The minimum application for shares of Greenleaf Envirotech Ltd is 2000.

The total shares issue of Greenleaf Envirotech Ltd is 1610000.

Initial public offer of 16,10,000 equity shares of face value of Rs. 10/- each (the "Equity Shares") of Greenleaf Envirotech Limited ("the Company" or "Greenleaf" or "the Issuer") at an offer price of Rs. 136/- per equity share for cash, aggregating up to Rs. 21.90 crores comprising of fresh offer of 13,10,000 equity shares aggregating to Rs. 17.82 crores ("Fresh Offer") and an offer for sale of 3,00,000 equity shares by all promoters ("Selling Shareholders") aggregating to Rs. 4.08 crores ("Offer for Sale") ("Public Offer"). The offer includes a reservation of 84,000 equity shares of face value of Rs.10/- each, at an offer price of Rs. 136/- per equity share for cash, aggregating Rs.1.14 crores will be reserved for subscription by the market maker to the offer (the "Market Maker Reservation Portion"). The public offer less market maker reservation portion i.e. net offer of up to 15,26,000 equity shares of face value of Rs. 10/- each, at an offer price of Rs. 136/- per equity share for cash, aggregating upto Rs. 20.75 crores is herein after referred to as the "Net Offer". The public offer and net offer will constitute 27.15% and 25.74%, respectively of the post-offer paid-up equity share capital of the company. Price Band: Rs. 136/- for equity share of face value of Rs. 10 each. The floor price is 13.60 times times the face value of the face value of the equity shares. Bids can made for a minimum of 1,000 equity shares and in multiples of 1,000 equity shares thereafter.