డైరెక్టర్ల నివేదిక Synergy Green Industries Ltd.

Mar 31, 2025

Your Directors'' have pleasure in presenting before you the 15^th Annual Report of the Company along with audited
financial statement for the year ended March 31, 2025.

1. Financial Results

The following are the financial results of the Company for the year ended March 31, 2025:

('' In Lakhs)

Particulars	For the Year	For the Year
	ended on	ended on
	March 31, 2025	March 31, 2024
Total Revenue	36,368.30	32,805.16
Profit Before Depreciation, Interest & Tax	5,36991	4,109.99
Depreciation & Amortization	1,302.09	1,209.48
Finance Cost	1,56923	1,334.94
Profit Before Tax / (Loss) & Exceptional items	2,498.59	1,56557
Provision for Tax, (including deferred tax adjustment, short provision for tax) / MAT Credit entitlement	809.77	409.32
Profit after Tax / Net Profit / (Loss)	1,688.82	1,156.25
Other Comprehensive Income	17.17	1.89
Total Comprehensive Income for the period (Comprising Profit (Loss) and other Comprehensive Income for the period)	1,70599	1,158.14
Earnings Per Share (EPS)	11.14	770

2. State of Company Affairs

a) For the financial year 2024-25, your company has recorded a net sale of '' 36,368.30 Lakhs as against
'' 32,805.16 Lakhs in the previous year and recorded a growth of 10.86%.

b) During the year, export revenues are '' 9777.44 Lakhs as against '' 3,713.33 Lakhs during previous year.
There is a tremendous increase in export sales by 163%.

c) During the year, absolute PBDIT stands at '' 5,369.91 Lakhs as against '' 4,109.99 Lakhs last year and
achieved a growth of 30.66%.

d) During the year, achieved a significant improvement in Profit after Tax of '' 1,688.82 Lakhs as against
'' 1,156.25 Lakhs during previous year.

3. Industry Update & Future Outlook

The global energy transition is not just a policy directive — it is an economic reality shaping industries and
investments. By 2025, the global economy is expected to surpass $112 trillion, with energy contributing
around 7% of this figure. Within this landscape, renewables are projected to command a 70% share of world
electricity generation by 2050, overtaking conventional sources through exponential growth in offshore wind,
onshore wind, and solar energy. Governments across the globe — including India through its ‘Panchamrit''
commitments — are setting ambitious net zero, emissions reduction, and renewable capacity goals. From

the Paris Agreement''s 1.5°C target to India’s
pledge of sourcing 50% energy from renewables
by 2030, the momentum is decisive. What makes
this particularly relevant for us is the dramatic
scale-up of wind installations.

Global Renewable and Wind Energy Industry

The global wind energy sector achieved a
record installation of 117 GW in 2024, marginally
surpassing the 116.6 GW added in 2023. China led
the installations with 79.8 GW, followed by the U.S.
with nearly 4.1 GW. India and Brazil also featured
among the top five markets.

Despite this milestone, the industry remains
significantly below the annual installation target of
320 GW necessary to meet the COP28 objective
of tripling renewable energy capacity by 2030.

Offshore wind energy is also gaining momentum,
with countries like Japan, South Korea, Australia,
Vietnam, the Philippines, and Kenya setting
ambitious targets. For instance, Japan aims to
achieve 140 GW of offshore wind capacity by
2050, including 60 GW from floating offshore
turbines.

The India perspective:

As on 20th Jan 2025, India''s total non-fossil fuel-
based energy capacity has reached 217.62 GW
with solar and wind leading the way. Notably,
India surpassed its 2024 renewable tender target,
issuing tenders for 73 GW—much of it in wind-
solar hybrid projects, reflecting strong demand
for reliable clean energy.

In 2024, the Ministry of New & Renewable Energy
(MNRE) maintained its wind-specific Renewable
Purchase Obligation (RPO) trajectory, targeting
8-10 GW of annual onshore wind tenders through
2030, focused on eight key states: Andhra Pradesh,
Gujarat, Karnataka, Madhya Pradesh, Maharashtra,
Rajasthan, Tamil Nadu, and Telangana.

In 2022, the MNRE set a target of auctioning
37GW of offshore wind by 2030. Together with
the Danish Energy Agency, it also published a
conceptual plan with a pipeline of 15 offshore
wind projects. Additionally, The Government
of India has approved a viability gap funding
(VGF) scheme worth '' 7,453 crore ($890 million)
to promote offshore wind energy projects. This
scheme marks a crucial step towards harnessing

the immense potential of offshore wind energy in
India.

To support the development of power evacuation
and transmission infrastructure the Central
Electricity Authority''s (CEA) transmission plan
aims to integrate 58 GW of wind by 2030, including
10 GW offshore, to the inter-state transmission
system by 2030.

4. Economic Environment

As India advances toward its goal of becoming a
Developed Nation by 2047, the country stands
at a strategic inflection point, balancing its rapid
economic development with ambitious climate
commitments.

In FY2024-25, India remains one of the world''s
fastest-growing major economies, with GDP
growth projected at 6.5%, driven by strong
domestic demand, infrastructure investment, and
robust industrial performance. The Production
Linked Incentive (PLI) schemes, now expanded
across 14 sectors, have been instrumental in
attracting investments in core manufacturing,
including electronics, solar modules, wind turbine
components, advanced battery storage, and
green hydrogen.

The government is also executing a fioo lakh
crore infrastructure program that aims to
integrate multi-modal logistics, reduce supply
chain bottlenecks, and improve industrial
productivity. This is complemented by the National
Infrastructure Pipeline and record public capex
allocations, which are accelerating development
in renewable parks, transmission infrastructure,
and industrial corridors. Overall, India''s trade and
investment landscape is improving, underpinned
by stronger regional and global partnerships,
expanded free trade agreements, and rising
foreign direct investment inflows into emerging
sectors.

Inflation is anticipated to remain within the Reserve
Bank of India''s target range, aided by prudent
monetary policy, resilient agricultural output, and
improved supply chain management. However,
elevated global commodity prices continue to
pose inflationary pressures, which could impact
input costs for manufacturers and infrastructure
developers.

Additionally, geopolitical tensions, global
financial market volatility, and climate-related
challenges could weigh on external demand and
capital flows. Managing these headwinds while
advancing India’s net zero transition, improving
energy security and strengthening social
infrastructure will be essential for maintaining
economic resilience.

Overall, India is well-positioned to navigate global
uncertainties and continue on a strong growth
trajectory in FY2025-26, supported by strategic
policy interventions, a focus on clean energy, and
robust domestic demand.

5. Quality and Certifications

The Company’s compliance with internationally
recognised standards affirms our commitment
to quality, safety, environment, energy efficiency,
and information security. The Company has
established advanced Good Manufacturing
Practices (GMP), an NABL accredited laboratory
for quality testing, state-of-the-art testing facilities
at our plant, enabled by a highly qualified team.

The Company is certified for:

• ISO 9001:2015 - Quality Management

• ISO 14001:2015 - Environmental Management

• ISO 45001:2018 - Occupational Health and
Safety

• ISO 50001:2018 - Energy Management

• ISO 27001:2022 - Information Security

Management

• PRI (Performance Review Institute) for foundry
process and NDT inspection

Additionally, the company has secured BIS
Certification for grey iron castings.

6. Dividend

The Company’s overall performance during the
financial year under review was outstanding. Based
on the performance, the Board of Directors in their
meeting held on May 09, 2025, have recommended
final Equity Dividend Re.1/- (Previous Year Nil)
per Equity Share of '' 10/- each for F.Y. 2024-25,
subject to approval of members in the ensuing
annual general meeting. The Board of Directors
have recommended Preference Dividend of

'' 10/- per Preference Shares of '' 100/- each on
10% Redeemable Cumulative Preference Shares
for F.Y. 2024-25, subject to approval of members
in the ensuing annual general meeting.

7. Details of Subsidiaries, Joint Venture (JV) or
Associate Companies (AC)

The Company does not have any Subsidiary,
Associate and Joint Venture Company.

8. Amounts proposed to be carried to any Reserves

The Company has not transferred any amount to
the reserves during the Financial Year ended on
March 31, 2025.

9. Change in Capital Structure of the Company

During the year under consideration, Company
has issued 14,13,000 fully paid-up Equity Shares
under Right Issue as on October 12, 2024. In result
of which the paid-up capital of the Company
has been increased from '' 14.13 Crores to '' 15.54
Crores.

Also, the Employee Stock Options Scheme 2025
was proposed by Nomination and Remuneration
Committee and approved by the Board of
Director’s in their respective meetings held on
March 18, 2025 and approval of members were
taken on April 20, 2025. Till date there is no issue
of Equity Shares under ESOP.

Further, during the year under report the Company
has not made buyback of shares or has not issued
Bonus Shares, Sweat Equity Shares, Equity with
differential voting rights.

10. Change in the nature of business, if any

During the Financial Year 2024-25 there was no
change in the nature of business of the Company.

11. Material changes and commitments if any,
affecting the financial position of the Company
which have occurred between the end of the
financial year of the Company to which the
financial statements relate and the date of the
report

There are no material changes affecting the
financial position of the Company subsequent to
the close of the Financial Year 2024-25 till the date
of this Report.

12. Significant & material orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact
the going concern status of the Company and its future operation.

13. Board of Directors and Key Managerial Personnel

The Board of the Company comprises an optimum combination of Executive, Non-Executive and
Independent Directors.

I. Directors appointed / re-appointed during the year and date of Report

a) Mr. Chandan S. Shirgaokar (DIN:00208200), Director, retire by rotation and was re-appointed in the
Annual General Meeting held on August 20, 2024.

b) The re-appointment of Mr. Shishir S. Shirgaokar (DIN:00166189), Non-Executive Director, was
done under 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the
Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17(1A) and
other applicable provisions, if any, of SEBI (LODR) Regulations 2015 for further period of three
years w.e.f. May 25, 2024 to May 24, 2027 by passing a special resolution passed in the Annual
General Meeting held on August 20, 2024.

The Nomination & Remuneration Committee and the Board of Directors at their meeting held on
May 22, 2024 are of the opinion that considering his seniority and to reap the benefits of his rich
and varied experience, approval of the shareholders is sought for continuation of Mr. Shishir S.
Shirgaokar as a Non-Executive Director for a period of 3 years.

c) The appointment of Mr. Dattaram P. Kamt (DM02081844), Independent Director, was continued
under regulation 17(1A) of SEBI (LODR) Regulations, 2015 by passing a special resolution in the
Annual General Meeting held on August 20, 2024.

The Nomination & Remuneration Committee and the Board of Directors at their meeting held on
May 22, 2024 are of the opinion that the continued valuable contribution of Mr. Dattaram P. Kamat
and his expertise would serve a good purpose for the Company. He possesses the required
expertise as a Non-Executive Independent Director. He has diverse experience in the Foundry
Industry for last 45 years. His opinions and suggestions in the past have proven to be beneficial
for the Company.

II. Directors resigned during the year and date of Report

Mr. Shishir S. Shirgaokar has resigned and stepped down from the position of Non-Executive Director of
the Company w.e.f. April 01, 2025 due to his old age.

Mr. Shishir S. Shirgaokar has confirmed that there are no material reasons for his resignation, other than
those mentioned in his resignation letter.

III. KMP''s appointed / resigned during the year and date of Report

Mr. Pratik P. Dukande was appointed as Chief Financial Officer w.e.f. May 22, 2024 in place of Mr. Suhas
B. Kulkarni.

IV. Directors / KMP who have been appointed / ceased to be Directors and / or KMP after the end of
year and date of Report

Appointment of Mr. Niraj S. Shirgaokar (DIN: 00254525), as Non-Executive Director, was done under 161 and
all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment
and Qualification of Directors) Rules, 2014 w.e.f. April 02, 2025 by passing a special resolution on April 20,
2025 through Postal Ballot.

The Nomination & Remuneration Committee and the Board of Directors at their meeting held on March
18, 2025 are of the opinion that after resignation of Mr. Shishir S. Shirgaokar, Mr. Niraj Shishir Shirgaokar will
be the fit and proper person to fill this vacancy of Non-Executive Director of the Company considering
his seniority and varied experience.

V. The present Board of Directors and KMPs of the Company consists of:

Name of Director & KMP	Category & Designation
Mr. Sachin R. Shirgaokar	Chairman & Managing Director
Mr. Niraj S. Shirgaokar*	Non-Executive Director
Mr. Chandan S. Shirgaokar	Non-Executive Director
Mr. Sohan S. Shirgaokar	Joint Managing Director
Mr. V. S. Reddy	Executive Director
Mrs. Prabha P Kulkarni	Independent Woman Director
Mr. Dattaram P. Kamat	Independent Director
Dr. Mallappa. R. Desai	Independent Director
Mr. Meyyappan Shanmugam	Independent Director
Mr. Subhash G. Kutte	Independent Director
Mr. Pratik Dukande**	Chief Financial Officer
Mr. Nilesh M. Mankar	Company Secretary

''Mr. Shishir Shirgaokar resigned w.e.f. April 01, 2025 and Mr. Niraj Shirgaokar appointed w.e.f. April 02, 2025.
"Mr. Suhas B. Kulkarni was Chief Financial Officer upto May 22, 2024.

VI. Directors proposed to be re-appointed at the ensuing Annual General Meeting

Mr. Chandan S. Shirgaokar (DIN: 00208200), Non-Executive Director, retire by rotation at the ensuing
Annual General Meeting and being eligible, offer himself for re-appointment.

VII. Policy on Director''s Appointment and Remuneration

The policy of the Company on Directors appointment and remuneration, including criteria for
determining qualifications, positive attitudes, independence of the directors and other matters provided
under section 178(3) of the Act and the listing regulations adopted by the Board is available on the web
site of the Company and details of remuneration paid to the Directors are provided in Annexure IV.
We affirm that remuneration paid to the Directors is as per the terms laid down in the Nomination and
Remuneration Policy of the Company.

14. Declaration from Independent Directors

During the year under review, all Independent Directors have given a declaration that they meet the criteria
of Independence as laid down under Section 149(6) of the Companies Act, 2013.

15. Number of Board Meetings held

Total 7 (seven) Board Meetings were held during the financial year 2024-25 on:

1.	May 22, 2024	2.	August 14, 2024
3.	September 05, 2024	4.	October 11, 2024
5.	November 12, 2024	6.	February 06, 2025
7	March 18, 2025

The gap between any two consecutive Board Meetings did not exceed 120 days.

16. Particulars of Employees

The particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Sub-Rule (2) and
(3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms
part of this Report as an Annexure - IV.

The Company has constituted Audit Committee, Nomination & Remuneration Committee and Stakeholder
Relationship Committee. Further The details of constitution of these committees are furnished below:

Audit Committee:

Name of Director	Nature of Directorship
Mr. Subhash G. Kutte	Independent Director (Chairman)
Mrs. Prabha P. Kulkarni	Independent Director
Mr. Dattaram P. Kamat	Independent Director
Dr. Mallappa R. Desai	Independent Director
Mr. Chandan S. Shirgaokar	Non-Executive Director

Nomination and Remuneration Committee:

Name of Director	Nature of Directorship
Mr. Dattaram P. Kamat	Independent Director (Chairman)
Mrs. Prabha P. Kulkarni	Independent Director
Mr. Subhash G. Kutte	Independent Director

Stakeholders Relationship Committee:

Name of Director	Nature of Directorship
Mrs. Prabha P. Kulkarni	Independent Director (Chairman)
Mr. Dattaram P. Kamat	Independent Director
Mr. Niraj S. Shirgaokar*	Non-Executive Director

* Since Mr. Shishir Shirgaokar resigned w.e.f. April 01, 2025 and Mr. Niraj Shirgaokar was appointed as member
of Stakeholder relationship committee w.e.f. April 02, 2025

Additionally, during the financial year ended March 31, 2025, the Independent Directors held two separate
meetings on February 06, 2025 and March 18, 2025 in Compliance with requirement of Schedule IV of the
Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations 2015.

18. Disclosure Under, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has duly Constituted Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Based on Annual Report of said
Committee and as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the disclosure details are as follows:

Constitution of Committee as on date of this report
a) Members of Committee:

Name	Role in Committee
Miss Rima Patil	Presiding Officer & Jr. Officer - HR & Admin
Miss Shreya Shirgaokar	Management Executive
Mr. M. Ganeshan	Member & Jt. General Manager - Mfg.
Miss Sushama Jadhav	Member & Engineer - GET Technology
Miss Amruta Sankpal	Member & Engineer - GET Technology
Mr. Sandip Jangam	Member & Asst. Manager - HR & Admin
Mrs. Shobha Shintre	Member & Jr. Officer - HR & Admin
Dr. Kalindi Ranbhare	External Member - NGO

Particulars	Details
Number of complaints received during the year	Nil
Number of complaints disposed off during the year	NA
Number of cases pending for more than ninety days	NA
Number of workshops or awareness program carried out against sexual harassment during the year	Nil
Action taken by the Company	NA

19. Vigil Mechanism / Whistle Blower

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors
and employees to report their concerns about unethical behavior, actual or suspected fraud or violation
of the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the
Audit Committee.

20. Development and Implementation of Risk Management Policy

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business
set-up for the Company. As a part of the Risk Management Policy, the relevant parameters for the protection
of the environment, safety of operations and health of people at work are monitored regularly. However, the
Company doesn’t fall under the applicability of the formation of the Risk Management Committee under
regulation 21 of SEBI (LODR) Regulations 2015.

The Board does not foresee any risk which might threaten the existence of the Company.

21. Deposits

The Company has accepted deposits from its members amounting to '' 311.50 lakhs and repaid '' 366.50
lakhs during the financial year 2024-25 as covered as well as exempted under the provisions of section
73 of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014. The deposits
amounting to '' 637.50 lakhs are yet to be matured.

Following are the disclosures relating to Deposits accepted:

Particulars	Amount '' In lakhs
Details of deposits accepted during the year	31150
Deposits remaining unpaid or unclaimed as at the end of the year	NIL
Deposits yet to be matured	63750

Default in repayment of deposits or payment of interest thereon during the year, NIL

and if so, the number of such cases and the total amount involved:
at the beginning of the year;
maximum during the year;
at the end of the year.

Details of deposits which are not in compliance with the requirements of the Act. NIL

Credit Rating

As per the provisions of section 73 of the Companies Act, 2013, credit rating for the outstanding deposits and
proposed deposits was obtained from Crisil Ratings on June 12, 2024. The Agency had assigned the Rating
of “BBB-/Stable” (pronounced as CRICIL Triple B minus rating with Stable outlook) for the Deposits.

22. Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo

A] Conservation of Energy:

Energy optimization has been a key area
of focus and the company has invested in
various initiatives to improve operational
efficiency, energy consumption patterns and
reduce costs -

a. In order to have structured improvement
of energy consumption, company has
gone through the certification for ISO
50001 on Energy Management Systems

b. A dedicated 14 MW express feeder has
been established to ensure a stable
and efficient electricity supply to critical
equipment

c. Installation of New 15 MT melting furnace
as an equipment balancing solution has
helped in reducing power consumption
by 100 Units/MT for large castings with
combined heats

d. All major energy consuming equipment''s
are installed with VFD drives connected
to smart meters that feed into a
centralized energy monitoring system.
This provides real-time insights into
energy consumption patterns and
enables timely adjustments to optimize
usage

All the above initiatives helped in further
reducing energy consumption by ~7% during
the last year. Brownfield expansion of foundry
capacity from 30,000 TPA to 45000 TPA is
estimated to reduce the energy consumption
by another 5%.

As part of the broader sustainability vision
and to optimize energy costs, the current
capacity of 2 MW solar plant installed in
the last year is being scaled up to total
10 MW. This capacity which should be
commissioned in May 2025, will set off
up to 14,000 MT of annual production
and reduce energy costs up to 30%.

B] Technology Absorption: Following

technological updates are being done to
enhance the manufacturing efficiency;

a. Presently size of the wind casting is
going up to 30 MT because of increase
in turbine sizes from 2 MW to 5 MW. In
order to simulate the casting at faster
pace, MAGMA software is updated from
Ver 5.4 to 6.0 and enhanced from single
core to four cores. This is expected to
improve the quality of results analysis
and reduction in simulation time by 35%.

b. Company has successfully developed
last foam process for automobile die
castings This gives an opportunity to
grow in Non-Wind Segment..

c. Thermal reclamation plant has successful
been installed for further recycling the
sand after it goes through mechanical
reclamation. This is expected to reduce
new sand consumption by 80% from
of 0.50 Kg/Kg to 0.10 Kg/Kg of casting
production. This will help in preserving
natural resources like sand and also
reduce the manufacturing costs.

C] Foreign Exchange Earnings & Outgo:

a. By enlarge all the input material is
procured from local suppliers.

b. There is continuous effort in minimizing the
imports and reduce the consumption of
import material.

c. During the year, the total foreign exchange
outgo is '' 1,178.40 lakhs and the total
foreign exchange earned was equivalent to
'' 9777.44 lakhs.

23. Corporate Social Responsibility (CSR)

The report as per section 135 of the Companies

Act 2013 read with Companies (Corporate Social

Responsibility Policy) Rules, 2014 is attached as

Annexure III.

24. Auditors

i) Statutory Auditors

In the Annual General Meeting held on 28^th
September 2021, M/s DAB & Associates,
Chartered Accountants, having FRN101119W
have been appointed as Statutory Auditors
of the Company for the period of five years
to hold office till the conclusion of the

Annual General Meeting of the Company to
be held in the year 2026. With notification
of the amendment to section 139 by the
Companies (Amendment) Act, 2017, provision
for ratification of the appointment of the
Auditors at every Annual General Meeting of
the Company has been omitted. Accordingly,
it is brought to the notice of the members that
ratification of the appointment of Statutory
Auditors will not be required.

ii) Secretarial Auditors

pursuant to Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, read with the provisions
of Section 204(1) of the Companies Act, 2013
along with the applicable Rules thereunder,
and other applicable provisions, if any, of
the Companies Act, 2013 and based on the
recommendation of the Audit Committee,
the Board of Directors of the Company has
appointment of M/s. DVD & Associates,
Company Secretaries (Firm Registration
No. S2016MH35900D and Peer review No.
1164/2021) as the Secretarial Auditors of the
Company, to hold office for a period of 5 (five)
consecutive years to conduct Secretarial
Audit of the Company from the Financial
Year ended March 31, 2026 to the financial
Year ended March 31, 2030, on such terms
of remuneration, including revisions during
the tenure, if any, as may be approved by
the Board, based on the recommendation of
Audit Committee.

The Report of the Secretarial Audit for the
Financial Year 2024-25 is annexed herewith
as an Annexure II to this Report.

There are no qualifications, reservations
or adverse remarks or disclaimers made
by the Secretarial Auditors in their report
except mentioned in the point no.(vi) of the
Secretarial Audit Report.

iii) Cost Auditors

Pursuant to provisions of section 148 of
Companies Act 2013, M/s. Adawadkar
Chougule & Associates, Cost Accountants
(Firm Registration No.00425) have been
re-appointed for conducting audit of cost
records maintained by the Company for the
products, applicable as per Companies (Cost
Records and Audit) Amendment Rules, 2014
for FY. 2025-26. The Audit Committee of
the Company has also recommended the
appointment of M/s. Adawadkar Chougule
& Associates, Cost Accountants, as Cost
Auditor of the Company. Their remuneration
is subject to approval by the Members.

Maintenance of Cost Records:

Company is duly maintaining cost records
as specified by the Central Government
under sub-section (1) of section 148 of the
Companies Act, 2013.

iv) Internal Auditor

The Board has appointed Mr. Vijay Mhakave,
Company Secretary of the Company, as an
Internal Auditor of the Company pursuant to
the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 of the Companies Act,
2013.

25. Explanation or Comments of Statutory Auditors
and Secretarial Auditor

The Notes on financial statements referred to in
the Auditors report are self-explanatory and do
not call for any further comments. The Statutory
Auditors Report and Secretarial Audit Report
do not contain any qualification, reservation or
adverse remarks.

26. Directors Responsibility Statement

Pursuant to the requirement of Section 134(5) of
the Companies Act, 2013, the Directors state:

That in the preparation of the Annual Accounts
for the year ended March 31, 2025, the applicable
Accounting Standards have been followed
along with proper explanations relating to
material departures, if any;

That 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
of the Company for the period;

They have 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;

That the annual financial statements have been
prepared on a going concern basis;

That they have laid down internal financial
controls to be followed by the Company
and that such internal financials controls are
adequate and are operating effectively.

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

27. Annual Return

As required under Section 92(3) of the Act and
the Rules made thereunder and amended from
time to time, the Annual Return of the Company in
prescribed Form MGT-7 is available on the website
of the Company at https://synergygreenind.com/
investors-relations/

28. Particulars of Loans, Guarantees and
Investments

The Company has not given any loan or guarantee
or security. The details of investment made by
company under Section 186 of the Companies
Act, 2013 are disclosed in Note no.2 (Financial
Assets: Investments).

29. Particulars of Related Party Transactions

All transactions entered into with Related Parties
as defined under Section 2(76) of the Companies
Act, 2013 during the financial year were in the
ordinary course of business and at an arm’s length
pricing basis and do not attract the provisions of
Section 188 of the Companies Act, 2013.

The Company has formulated a policy on
materiality of Related Party Transactions and
on dealing with Related Party Transactions. The
Company has also taken omnibus approval from
Audit Committee held on May 09, 2025 for the FY.
2025-26.

The particulars of related party transactions
in prescribed Form AOC - 2 are attached as
Annexure I.

30. Board Evaluation

Pursuant to the provisions of the Companies Act,
2013 and Regulation 17(10) of the Regulations, the
Board has carried out performance evaluation of
its own performance and that of its committees
and individual Directors.

31. Familiarisation Program:

The Company regularly provides orientation
and business overview to its directors by way of
detailed presentations by the various business and
functional heads at Board meetings and through
other interactive programs. Such meetings/
programs include briefings on domestic and
global business of the Company. Besides this, the
Directors are regularly updated about Company’s
new projects, expansion plannings, changes in
regulatory environment and strategic direction.

The Board members are also provided relevant
documents, reports and internal policies to
facilitate familiarization with the Company’s
procedures and practices, from time to time.

The details of programmes for familiarisation for
Independent Directors are posted on the website
of the Company and can be accessed at https://
synergygreenind.com/investors-relations/

32. Disclosures by Directors:

The Board of Directors have submitted a notice
of interest in Form MBP 1 under Section 184(1) as
well as intimation by Directors in Form DIR 8 under
Section 164(2) and declaration as to compliance
with the Code of Conduct of the Company.

33. Code of Conduct for Prohibition of Insider
Trading:

Based on the requirements under SEBI (Prohibition
of Insider Trading) Regulations, 2015, as amended
from time to time, the code of conduct for
prevention of insider trading, as approved by
the Board from time to time, is in force. The
objective of this Code is to protect the interest of
shareholders at large, to prevent misuse of any
price-sensitive information, and to prevent any
insider trading activity by dealing in shares of the
Company by its Directors, designated employees,
connected persons and other employees. The
Company also adopts the concept of Trading
Window Closure, to prevent its Directors, Officers,
designated employees, connected persons and

other employees from trading in the shares of the
Company at the time when there is unpublished
price sensitive information.

The Policy is available on the website of the
Company at https://synergygreenind.com/
investors-relations/

34. Code of Conduct for Independent Directors:

The Board has also laid down a Code of Conduct
for Independent Directors pursuant to Section
149(8) and Schedule IV to the Companies Act,
2013 via terms and conditions for appointment
of Independent Directors, which is a guide to
professional conduct for Independent Directors
and has been uploaded on the website of the
Company at following web link:

https://synergygreenind.com/investors-

relations/

35. Finance and Accounts:

Financial Statement has been prepared in
accordance with accounting standards as issued
by the Institute of Chartered Accountants of India
and as specified in Section 133 of the Companies
Act, 2013 and the relevant rules thereof and in
accordance with Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulation, 2015. IND AS is applicable to the
Company. The estimates and judgments relating
to the Financial Statements are made on a
prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions
and reasonably present the Company’s financial
position.

36. Fraud Reporting:

There have been no frauds reported by the
Auditors of the Company to the Audit Committee
or the Board of Directors under sub-Section (12) of
Section 143 of the Companies Act, 2013 during the
financial year.

37. Non-Disqualification of Directors:

All the Directors of the Company are non-
disqualified and certificate for the same from
the Practicing Company Secretary in annexed
as Annexure-A forming a part of Corporate
Governance Report.

38. Business Responsibility Statement:

Your Company does not fall under Top 1000 listed
entities as per Market Capitalization. Hence, the
Business Responsibility Report for the financial
year, as stipulated under Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not enclosed to this Annual
Report.

39. Management Discussion and Analysis Report

Management Discussion & Analysis Report
for the year under review as stipulated under
Regulation 34(2) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed as
Annexure V hereto and forms part of this Report.

40. Corporate Governance

The Company has been following good Corporate
Governance since its inception. The shares of the
Company are listed on BSE Ltd. and National
Stock Exchange of India Ltd. We are regularly and
timely complying with the requirements as per
the Listing Agreements. The Company has paid
annual listing fees for the Financial Year 2025¬
26. As required by SEBI Guidelines, a Corporate
Governance Report, including the Auditor’s
Certificate on Corporate Governance is annexed
as Annexure VI.

41. Internal Control Systems and their adequacy

The Company has an Internal Control Framework,
which is commensurate with the size, scale and
complexity of its operations. This framework
ensures adequate safeguards and process to
address the evolving business requirements. The
Company has in place adequate internal financial
controls with reference to financial statements.
The Company adopted Internal Audit Programme
specifying mission, scope of work, independence,
accountability, responsibility and authority of
the said Internal Audit. The Company has also
appointed Mr. Vijay Mhakave, Asst. Manager-
Accounts as internal auditor of the Company for
conducting Internal Audit.

In order to ensure that all these systems
are working smoothly and with no errors or
malfunctions, the Company has an Internal Audit

System, which covers various functional areas
within the Company as per the audit program
drawn up in consultation with the audit committee
on an annual basis.

Strengthening of controls is a continuous
and evolving process in the Company. The
management undertakes preventive and
corrective actions, which are then horizontally
deployed across the organization. During the year,
such controls were put to test and no reportable
material weaknesses were observed, either in
framing the controls or their implementation.

In addition, the Company has an Audit Committee,
which oversees the various aspects of the financial
and other controls, including annual operating
plans, quarterly reporting of performance, annual
accounting etc.

42. Company''s Policy on Directors'', Key Managerial
Personnel''s and Senior Management Personnel
Appointment and Remuneration

The Company has adopted Nomination and
Remuneration Policy based on recommendations
of Nomination and Remuneration Committee
of the Company, for selection and appointment
of Directors, Key Managerial Personnels, Senior
Management and fixing their remuneration.
Disclosures of the ratio of the remuneration of each
Director to the median employee''s remuneration
and other details as required pursuant to Section
197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules,
2014 as amended from time to time, is provided
as “Annexure IV"

The Policy is placed on the Company''s website,
viz https://synergygreenind.com/investors-
relations/

43. Compliances with respect to applicable
Secretarial Standards

The Company has ensured compliance with the
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

44. Insolvency and Bankruptcy Code Update:

No application has been made / No proceeding
is pending under the Insolvency and Bankruptcy
Code, 2016 during the year under review.

45. Valuation for one time settlement with Bank
and Financial Institution:

The Company has not made any valuation for
one-time settlement with banks and financial
Institution. Hence, there is no reason for
elaboration on the said aspect.

46. Acknowledgements

Your directors would like to place on record their
appreciation for the support to the Company
received from the Employees at all levels. Our
growth was made possible by their hard work,
solidarity, co-operation and support. We would
also like to thank our Bankers, Associates and all
other clients and well-wishers.

For and On Behalf of the Board of
Synergy Green Industries Limited

Place : Kolhapur Sachin R. Shirgaokar Sohan S. Shirgaokar

Date : May 09, 2025 Chairman & Managing Director Joint Managing Director

Din : 00254442 Din : 00217631

---

Mar 31, 2024

The Directors’ have pleasure in presenting before you the 14^th Annual Report of the Company along with audited financial statement for the year ended March 31,2024.

1. Financial Results

The following are the financial results of the Company for the year ended March 31,2024:

			( Rs. In Lakhs)
	Particulars	For the Year ended on March 31, 2024	For the Year ended on March 31, 2023
	Total Revenue	32,812.70	29,041.65
	Profit Before Depreciation, Interest & Tax	4109.98	2676.11
	Depreciation & Amortization	1209.48	1198.95
	Finance Cost	1334.94	1407.87
	Profit Before Tax / (Loss) & Exceptional items	1565.56	69.29
	Provision for Tax, (including deferred tax adjustment, short provision for tax) / MAT Credit entitlement	409.32	(17.45)
	Profit after Tax / Net Profit / (Loss)	1156.24	86.74
	Other Comprehensive Income	1.89	8.12
	Total Comprehensive Income for the period (Comprising Profit (Loss) and other Comprehensive Income for the period)	1158.13	94.86
	Earnings Per Share (EPS)	8.18	0.61

2. State of Affairs

a) For the financial year 2023-24, your company has recorded a total income of Rs. 32,812.70 Lakhs as against Rs.29,041.65 Lakhs in the previous year and recorded marginal growth of 12.98%.

b) During the year, export revenues are Rs.3713.33 Lakhs as against Rs.2933.39 Lakhs during previous year. There is an increase in export sales by 26.59%.

c) During the year, absolute PBDIT stands at Rs. 4,109.99 Lakhs as against Rs.2,676.11 Lakhs last year and achieved a growth of 53.55%.

d) During the year, achieved a significant improvement in Profit after Tax of Rs 1156.24 Lakhs as against Rs 86.74 Lakhs during previous year.

3. Industry Update & Future Outlook

Wind industry is in a pivotal moment with COP28 adoption of a target to triple renewable energy by 2030 and to accelerate the energy transition. Industry needs to accelerate wind energy installations from 117 GW in 2023 to at 320 GW of annual installations by 2030. So far, industry growth is powered by key markets like China, the EU, the US, India and Brazil. Other major economies also set up ambitious targets - particularly those with strong offshore resources - such as Japan, South Korea, Australia, Vietnam, the Philippines and Kenya.

With India’s vision to become a ‘Developed Nation by 2047’. India has introduced several strategic initiatives, such as: “Self-reliant India” through “Make-in India”; targeting 500 GW of renewable energy capacity by 2030, including 140 GW of wind; reaching net zero by 2070; and a ‘National Green Hydrogen Mission’, among others. While thermal power continues to dominate the power generation mix, India is expected to more than double its onshore wind and solar PV capacity by 2028 and achieve its milestone of 50% non-fossil fuel generation before 2030.

Onshore wind is recovering from a growth slowdown Globally, India ranks fourth in total wind installations, with 46 GW of installed onshore wind as of March 2024. It is the second largest wind market in the Asia Pacific region after China. In 2023, due to a range of policy and institutional interventions by central and state governments, over 3.25 GW onshore wind

capacity was commissioned - the highest annual installation level since 2017. GWEC expects continued recovery and has revised its onshore wind outlook for 2024-2028 to 22.8 GW. As per the National Electricity Plan of the central government for the period ending 2032, India’s installed wind capacity is estimated to amount to around 73 GW in 2026-27 and 122 GW in 2031-32.

On-Shore Wind market:

The Ministry of New and Renewable Energy (MNRE) has outlined a wind-specific renewable purchase obligation (RPO) trajectory to 2030, with an annual target of an 8 GW onshore wind tender every year between 2023 and 2030 based on a single-stage two-envelope bid system.

The plan is to harness the massive wind energy potential of eight windy states: Andhra Pradesh, Gujarat, Karnataka, Madhya Pradesh, Maharashtra, Rajasthan, Tamil Nadu and Telangana To support the development of power evacuation andtransmission infrastructure, the Central Electricity Authority (CEA) has published its transmission planning report for the integration of renewable energy, including 58 GW of wind energy - of which 10 GW is offshore Tamil Nadu and Gujarat - to the Inter-State- Transmission-System (ISTS) by 2030.

Off-Shore Wind market:

In 2022, the MNRE published a strategy paper outlining a tender trajectory of 37GW of offshore wind by 2030. Together with the Danish Energy Agency, it also published a conceptual plan with a pipeline of 15 offshore wind projects.The Government of India has approved a viability gap funding (VGF) scheme worth Rs 7,453 crore ($890 million) to promote offshore wind energy projects. This scheme marks a crucial step towards harnessing the immense potential of offshore wind energy in India

4. Economic Environment

The Indian economic outlook for the year 2024-25 is optimistic with several factors contributing to growth and development. India is expected to continue its growth momentum in 2024-25, with GDP projected to expand at a healthy rate. The government’s focus on infrastructure development, digital transformation, and manufacturing sectors is likely to drive growth.

Inflation is expected to remain relatively stable, supported by prudent monetary policy measures and adequate supply management. However, global commodity price fluctuations could pose some inflationary pressures. The government’s fiscal policies are expected to strike a balance between promoting growth and maintaining fiscal discipline. The central bank is likely to continue its accommodative monetary policy stance to support economic recovery.

India’s trade and investment environment is anticipated to improve, driven by increasing globalization and trade partnerships. Strengthening diplomatic relations with key trading partners is expected to open up new avenues for economic growth. Continued emphasis on structural reforms, such as labor reforms, ease of doing business measures, and privatization initiatives, is expected to enhance India’s competitiveness and attract investments.

Despite the positive outlook, risks such as geopolitical tensions, global economic uncertainties, and environmental challenges remain. Mitigating these risks will be crucial for sustaining economic growth.

Overall, the Indian economy is poised to show resilience and bounce back from the economic challenges faced in recent years. Strategic policy interventions, investment in key sectors, and a favorable global environment are expected to shape India’s economic trajectory in 2024-25.

5. Quality and Certification

The Company’s focus is on quality of the products manufactured through fulfilling the requirements as per international standards and customer satisfactions. Company manned by highly qualified team and is equipped with state-of-the-art testing facilities at its Plant.

The Company is certified for Quality Management System (QMS) according to ISO: 9001:2015 for Quality, ISO 14001- 2015 for Environmental management & ISO 45001-2018 for Occupational Health & Safety standards. Company has also got ISO 27001 certification for Information Security Management Systems and ISO 50001 certification for Energy Management Systems.

6. Dividend

The Company’s overall performance during the Financial Year under review was outstanding. Based on the performance, the Board of Directors have proposed and recommended a dividend of Rs.10/- (Rupees Ten only) per Preference Shares of Rs.100/- (Rupees Hundred only) each on 10% Cumulative Redeemable Preference Shares accumulated for last 5 financial years (i.e. from the F.Y.2019-20 to F.Y.2023-24) amounting to Rs.535.50 lakhs. Dividend is subject to approval of members at the ensuring Annual General Meeting.

7. Details of Subsidiaries, Joint Venture (JV) or Associate Companies (AC)

The Company does not have any Subsidiary, Associate and Joint Venture Company.

8. Amounts proposed to be carried to any Reserves

The Company has not transferred any amount to the reserves during the Financial Year ended on 31^st March, 2024.

9. Change in Capital Structure of the Company

During the year under consideration, there was no change in the Issued and Subscribed Capital Structure of the Company.

Further, during the year under report the Company has not made buyback of shares or has not issued Bonus Shares, Sweat Equity Shares, Equity with differential voting rights and Employee stock option.

10. Change in nature of business, if any

During the Financial Year 2023-24 there was no change in the nature of business of the Company.

11. Material changes and commitments if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

There were no material changes affecting the financial position of the Company subsequent to the close of the Financial Year 2023-24 till the date of this Report.

12. Significant & material orders passed by the Regulators or Courts or Tribunals

There were no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

13. Board of Directors and Key Managerial Personnel

The Board of the Company comprises an optimum combination of Executive, Non-Executive and Independent Directors.

I. Directors appointed / re-appointed during the year and date of Report

a) Mr. Chandan S. Shirgaokar (DIN:00208200), Director, retired by rotation and was re-appointed in the Annual General Meeting held on August 09, 2023.

b) The re-appointment of Mr. Meyyappan Shanmugam (DIN:00079844), Independent Director, was done under Section 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 and other applicable provisions, if any, of SEBI (LODR) Regulations 2015 for second term by passing a special resolution on August 09, 2023 through Postal Ballot.

The Nomination & Remuneration Committee and the Board of Directors at their meeting held on May 26, 2023 were of the opinion that he fulfills the conditions specified in the Companies Act, 2013 and is independent of the management. The Board considered that his continued association as an Independent Director of the Company would be of immense beneficial to the Company and stakeholders. It was in the interest of the Company to continue to avail the benefits of his knowledge, expertise and vast experience.

c) The re-appointment of Mr. Subhash Kutte (DIN:00233322), Independent Director, was done under Section 149 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 and other applicable provisions, if any, of SEBI (LODR) Regulations 2015 for second term by passing a special resolution on December 28, 2023 through Postal Ballot.

The Nomination & Remuneration Committee and the Board of Directors at their meeting held on November 7, 2023 were of the opinion that he fulfills the conditions specified in the Companies Act, 2013 and is independent of the management. The Board considers that his continued association as an Independent Director of the Company would be of immense beneficial to the Company and stakeholders. It was in the interest of the Company to continue to avail the benefits of his knowledge, expertise and vast experience.

d) Mr. Sachin R. Shirgaokar was re-appointed as Managing Director in the Board Meeting held on February 14, 2023 for a term of 3 years. His appointment was further confirmed by passing Special Resolution through Postal Ballot on October 5, 2023. Mr. Sachin Rajendra Shirgaokar, aged 57, serves as the Chairman & Managing Director and is a Promoter of our Company. He holds a Master of Business Administration degree from the USA and a Bachelor’s degree in Mechanical Engineering from Karnataka University, Bijapur. Actively involved

in company management since its inception, he brings over 31 years of industry experience. Mr. Shirgaokar began his career as a Junior Consultant with Sanderson & Associates, New York. Since 1991, he has served as Managing Director at S.B. Reshellers Private Limited. He holds several leadership positions, including Vice Chairman of Youth Development Cooperative Bank Limited, Chairman of India Institute of Foundry Men, Chairman of Gokul Shirgaon Manufacturing Association, and Confederation of Indian Industry. He was initially appointed to the Board as an Additional Director on April 1, 2013, and subsequently confirmed as Managing Director on October 5, 2013. He was further re-appointed as Managing Director effective from April 1,2023, for further period of three-years.

e) Mr. Sohan S. Shirgaokar was re-appointed as Managing Director in the Board Meeting held on February 14, 2023 for a term of 3 years. His appointment was further confirmed by passing Special Resolution through Postal Ballot on October 5, 2023.

Mr. Sohan Sanjeev Shirgaokar, aged 40, serves as the Joint Managing Director and Promoter of our company. He holds a Master of Business Administration and a Bachelor of Commerce degree from Shivaji University, Kolhapur. Actively involved in company management since its inception, he brings over 18 years of industry experience. Mr. Shirgaokar joined S.B. Resellers Private Limited in 2005 and currently holds the position of Joint Managing Director. He is a Chairman of the Indo American Chamber of Commerce, Pune Chapter, and serves on the board of the Kolhapur Engineering Association, the oldest engineering association in Kolhapur. Additionally, he chairs the CII South Maharashtra Zone and serves as a Co-opted Director of the Shiroli Manufacturers Association of Kolhapur. He also holds the position of Vice President at the Deccan Sugar Technologist’s Association, Pune, with expertise in legal and financial matters related to the Companies Act and Income Tax Act. Mr. Shirgaokar was initially appointed to the board as an Additional Director on April 1,2013, and subsequently confirmed as Joint Managing Director on October 5, 2013. He was further reappointed as Joint Managing Director effective from April 1, 2023, for further period of three-years.

II. Directors resigned during the year and date of Report

No director resigned during the reporting year.

III. KMP’s appointed / resigned during the year and date of Report

Mr. Suhas Kulkarni was re-appointed as CFO until the period ended on May 31,2024, in the Board meeting held on

May 26, 2023 and Mr. Pratik Dukande was appointed as CFO of the Company with effective from May 22, 2024.

In the Board meeting held on 14^th February 2024, Mr. Sohan Sanjeev Shirgaokar has relinquished the position of Key

Managerial Personnel (KMP) due to his pre occupation. Further, he will continue as a Joint Managing Director on the

Board of the Company.

IV.	The present Board of Directors and KMPs of the Company consists of:
	Name of Director & KMP	Category & Designation
	Mr. Sachin R. Shirgaokar	Chairman & Managing Director
	Mr. Shishir S. Shirgaokar	Non-Executive Director
	Mr. Chandan S. Shirgaokar	Non-Executive Director
	Mr. Sohan S. Shirgaokar	Joint Managing Director
	Mr. V. S. Reddy	Executive Director
	Mrs. Prabha P. Kulkarni	Independent Woman Director
	Mr. Dattaram P. Kamat	Independent Director
	Dr. Mallappa. R. Desai	Independent Director
	Mr. Meyyappan Shanmugam	Independent Director
	Mr. Subhash G. Kutte	Independent Director
	Mr. Pratik Dukande*	Chief Financial Officer
	Mr. Nilesh M. Mankar	Company Secretary
* Mr. Suhas Kulkarni retired, and Pratik Dukande was appointed on May 22, 2024.

V. Directors proposed to be re-appointed at the ensuing Annual General Meeting

Mr. Chandan S. Shirgaokar (DIN: 00208200), Non-Executive Director, will retire by rotation at the ensuring Annual General Meeting and, being eligible, offers himself for re-appointment.

Upon the recommendation of the Nomination & Remuneration Committee, the Board approved the reappointment of Mr. Shishir S. Shirgaokar (DIN: 00166189) as a Non-Executive Director for a period of 3 years starting from May 22, 2024, in the Board meeting held on May 22, 2024, under Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as he has attained the age of more than 75 years.

Additionally, on the recommendation of the Nomination & Remuneration Committee, the Board approved the continuation of Mr. Dattaram P. Kamat (DIN: 02081844) as an Independent Director in the Board meeting held on May 22, 2024, considering he has attained the age of 75 years.

VI. Policy on Director’s Appointment and Remuneration

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attitudes, independence of the directors and other matters provided under section 178(3) of the Act and the listing regulations adopted by the Board is available on the web site of the Company and details of remuneration paid to the Directors are provided in Annexure III. We affirm that remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

14. Declaration from Independent Directors

During the year under review, all Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Number of Board Meetings held

Total 7 (seven) Board Meetings were held during the financial year 2023-24 on:

1. May 26, 2023 2. August 9, 2023

3. September 22, 2023 4. November 7, 2023

5. December 19, 2023 6. February 14, 2024

7. March 14, 2024

The gap between any two consecutive Board Meetings did not exceed 120 days.

16. Particulars of Employees

The particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Sub-Rule (2) and (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as an Annexure - III.

17. Committees

The Company has constituted Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. Further The details of constitution of these committees are furnished below:

Audit Committee:
Name of Director	Nature of Directorship
Mr. Subhash G. Kutte	Independent Director (Chairman)
Mrs. Prabha P. Kulkarni	Independent Director
Mr. Dattaram P. Kamat	Independent Director
Dr. Mallappa R. Desai	Independent Director
Mr. Chandan S. Shirgaokar	Non-Executive Director

Nomination and Remuneration Committee:
Name of Director	Nature of Directorship
Mr. Dattaram P. Kamat	Independent Director (Chairman)
Mrs. Prabha P. Kulkarni	Independent Director
Mr. Subhash G. Kutte	Independent Director
Stakeholders Relationship Committee:
Name of Director	Nature of Directorship
Mrs. Prabha P. Kulkarni	Independent Director (Chairman)
Mr. Dattaram P. Kamat	Independent Director
Mr. Shishir S. Shirgaokar	Non-Executive Director

Additionally, during the financial year ended March 31, 2024, the Independent Directors held a separate meeting on February 14, 2024 in Compliance with requirement of Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

18. Disclosure Under, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has duly Constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Based on Annual Report of said Committee and as per Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the disclosure details are as follows:

Constitution of Committee as on date of this report

a)	Members of Committee:
	Name	Role in Committee
	Miss Divya Patil	Presiding Officer & Engineer - Technology
	Miss Shreya Shirgaokar	Management Executive
	Mr. M. Ganeshan	Member & Jt. General Manager - Mfg.
	Mrs. Rima Patil	Member & Jr. Officer - HR & Admin
	Miss Yogita Yedurkar	Member & Engineer - QA
	Miss Sushama Jadhav	Member & Engineer - GET Technology
	Miss Amruta Sankpal	Member & Engineer - GET Technology
	Mr. Sandip Jangam	Member & Asst. Manager - HR
	Dr. Kalindi Ranbhare	External Member - NGO
b)	Report of Committee:
	Particulars		Details
	Number of complaints received during the year		Nil
	Number of complaints disposed off during the year		NA
	Number of cases pending for more than ninety days		NA
	Number of workshops or awareness program carried out against sexual harassment during the year		Nil
	Action taken by the Company		NA

19. Vigil Mechanism / Whistle Blower

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

20. Development and Implementation of Risk Management Policy

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business set-up for the Company. As a part of the Risk Management Policy, the relevant parameters for the protection of the environment, safety of operations and health of people at work are monitored regularly. However, the Company doesn’t fall under the applicability of the formation of the Risk Management Committee under regulation 21 of SEBI (LODR) Regulations 2015.

The Board does not foresee any risk which might threaten the existence of the Company.

21. Deposits

During the financial year 2023-24, the Company accepted deposits from its members and others totaling Rs. 294.00 lakhs and repaid Rs. 629.57 lakhs, which are covered and exempted under the provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014. As of now, deposits amounting to Rs. 692.50 lakhs are yet to mature.

Following are the disclosures relating to Deposits accepted:
	Particulars	Amount Rs. In lakhs
	Details of deposits accepted during the year	294.00
	Deposits remaining unpaid or unclaimed as at the end of the year	NIL
	Deposits yet to be matured	692.50
	Default in repayment of deposits or payment of interest thereon during the year, and if so, the number of such cases and the total amount involved: at the beginning of the year; maximum during the year; at the end of the year.	NIL
	Details of deposits which are not in compliance with the requirements of the Act.	NIL

Credit Rating

As per the provisions of Section 73 of the Companies Act, 2013, a credit rating for both, outstanding deposits and proposed deposits was obtained from Crisil Ratings on June 02, 2023. The agency assigned a rating of “BBB-/Stable” (pronounced as CRISIL Triple B minus with Stable outlook) for the deposits.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A] Conservation of Energy: Following initiatives were taken to reduce energy consumption.

a. Installation of New 15 MT melting furnace helped in reducing the power consumption by 100 Units/MT for large castings with combined heats.

b. All major energy consuming equipment’s are installed VFD drives, connected with smart meters to track energy consumption and integrated with optimization software to optimize the power consumption.

c. In order to have structured improvement of energy consumption, company has gone through the certification for ISO 50001 on Energy Management Systems.

d. All above initiatives helped in reducing the energy consumption by 6% during last year.

e. Brownfield expansion of foundry capacity from 30,000 TPA to 45000 TPA is estimated to reduce the energy consumption by another 5%

f. As part of the sustainability and to optimize energy costs, 2 MW solar plant installed during last year and it is being planned to add another 8 MW during FY 2024-25. This will set off up to 14,000 MT of annual production and reduce energy costs up to 30%.

B] Technology Absorption: Following technological updates are being done to enhance the manufacturing efficiency;

a. Presently size of the wind casting is going up to 30 MT because of increase in turbine sizes from 2 MW to 5 MW. In order to simulate the casting at faster pace, MAGMA software is updated from Ver 5.4 to 6.0 and enhanced from single core to four cores. This is expected to improve the quality of results analysis and reduction in simulation time by 35%.

b. Company has successfully developed Solution strengthened ductile iron grade (SSDI) and brought the products in to serial production. It is being targeted to develop the Main Shaft parts with permanent die moulds in this special grade and same will give technological edge along with additional business to organization.

Thermal reclamation plant is being installed for recycling the sand. This will reduce new sand consumption by 80% from of 0.50 Kg/Kg to 0.10 Kg/Kg of casting production. This will help in preserving the natural resources like sand and also reduce the manufacturing costs.

C] Foreign Exchange Earnings & Outgo:

a. By enlarge all the input material is procured from local suppliers.

b. There is continuous effort in minimizing the imports and reduce the consumption of import material.

c. During the year, the total foreign exchange outgo is Rs.1315.67 lakhs and the total foreign exchange earned was equivalent to Rs.3713.33 lakhs.

23. Corporate Social Responsibility (CSR)

During the year under consideration, reporting under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 was not applicable.

24. Auditors

i) Statutory Auditors

In the Annual General Meeting held on September 28, 2021, M/s DAB & Associates, Chartered Accountants, having FRN101119W, were appointed as Statutory Auditors of the Company for a period of five years, to hold office until the conclusion of the Annual General Meeting in the year 2027. With the notification of the amendment to Section 139 by the Companies (Amendment) Act, 2017, the provision for ratification of the appointment of Auditors at every Annual General Meeting of the Company has been omitted. Therefore, it is hereby informed to the members that ratification of the appointment of Statutory Auditors will not be required.

ii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Prajot Tungare & Associates, Company Secretaries, Pune to conduct the Secretarial Audit for the financial year 2024-25.

The Report of the Secretarial Audit for the Financial Year 2023-24 is annexed herewith as an Annexure II to this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their report.

iii) Cost Auditors

Pursuant to provisions of section 148 of Companies Act 2013, M/s. Adawadkar Chougule & Associates, Cost Accountants (Firm Registration No.00425) have been re-appointed for conducting audit of cost records maintained by the Company for the products, applicable as per Companies (Cost Records and Audit) Amendment Rules, 2014 for F.Y. 2024-25. The Audit Committee of the Company has also recommended the appointment of M/s. Adawadkar Chougule & Associates, Cost Accountants, as Cost Auditor of the Company. Their remuneration is subject to approval by the Members.

Maintenance of Cost Records:

Company is duly maintaining cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

iv) Internal Auditor

The Board has appointed Mr. Vijay Mhakave, Asst. Manager - Accounts of the Company, as an Internal Auditor of the Company pursuant to the provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013.

25. Explanation or Comments of Statutory Auditors and Secretarial Auditor

The Notes on financial statements referred to in the Auditors report are self-explanatory and do not call for any further comments. The Statutory Auditors Report and Secretarial Audit Report do not contain any qualification, reservation or adverse remarks.

26. Directors Responsibility Statement

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors state:

That in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

That 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 of the Company for the period;

They have 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;

That the annual financial statements have been prepared on a going concern basis;

That they have laid down internal financial controls to be followed by the Company and that such internal financials controls are adequate and are operating effectively.

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

27. Annual Return

The Annual Return of the Company as on 31^st March 2024, in the prescribed Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 and Rules made thereunder as amended from time to time, is available on the website of the Company and can be accessed at: https://svnergvgreenind.com/wp-content/uploads/2024/07/SGIL-Form-MGT-7 FY-2023-24.pdf

28. Particulars of Loans, Guarantees and Investments

The Company has not given any loan or guarantee or security. The details of investment made by company under Section 186 of the Companies Act, 2013 are disclosed in Note no.2 (Financial Assets: Investments).

29. Particulars of Related Party Transactions

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 during the financial year were in the ordinary course of business and at an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

The Company has formulated a policy on materiality of Related Party Transactions and on dealing with Related Party Transactions. The Company has also taken omnibus approval from Audit Committee held on May 22, 2024 for the F.Y. 2024-25.

The particulars of related party transactions in prescribed Form AOC-2 are attached as Annexure I.

30. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the Regulations, the Board has carried out performance evaluation of its own performance and that of its committees and individual Directors.

31. Familiarization Program:

The Company consistently conducts orientation sessions and provides business overviews to its Directors through detailed presentations by various business and functional heads during Board meetings and other interactive programs. These sessions include briefings on both domestic and global aspects of the Company’s operations. Directors are also regularly updated on the Company’s new projects, expansion plans, changes in regulatory frameworks, and strategic directions.

Additionally, the Board members receive relevant documents, reports, and internal policies to help them become familiar with the Company’s procedures and practices on an ongoing basis.

Details of the familiarization programs specifically designed for Independent Directors are published on the Company’s website and can be accessed at: [Familiarization Programmes] https://svnergvgreenind.com/wp-content/uploads/2024/04/ Fmiliarization-progarme-of-Svnergv-Green-Industries-Limited March-31-2024.pdf

32. Disclosures by Directors:

The Board of Directors have submitted a notice of interest in Form MBP 1 under Section 184(1) as well as intimation by Directors in Form DIR 8 under Section 164(2) and declaration as to compliance with the Code of Conduct of the Company.

33. Code of Conduct for Prohibition of Insider Trading:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading, as approved by the Board from time to time, is in force. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price-sensitive information, and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees, connected persons and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, connected persons and other employees from trading in the shares of the Company at the time when there is unpublished price sensitive information.

The Policy is available on the website of the Company at: https://svnergvgreenind.com/investors-relations/

34. Code of Conduct for Independent Directors:

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company at following web link:https://svnergvgreenind.com/wp-content/uploads/2024/01/Code-Of-Buisness-Conduct-Ethics-for-Director-Senior-Management-Executives.pdf

35. Finance and Accounts:

Financial Statement has been prepared in accordance with accounting standards as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Companies Act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. IND AS is applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s financial position.

36. Fraud Reporting:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-Section (12) of Section 143 of the Companies Act, 2013 during the financial year.

37. Non-Disqualification of Directors:

All the Directors of the Company are non- disqualified and certificate for the same from the Practicing Company Secretary in annexed as Annexure-A forming a part of Corporate Governance Report.

38. Business Responsibility Statement:

Your Company does not fall under Top 1000 listed entities as per Market Capitalization. Hence, the Business Responsibility Report for the financial year, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not enclosed to this Annual Report.

39. Corporate Governance

The Company has been following good Corporate Governance since its inception. The shares of the Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. We are regularly and timely complying with the requirements as per the Listing Agreements. The Company has paid annual listing fees for the Financial Year 2024-25. As required by SEBI Guidelines, a Corporate Governance Report, including the Auditor’s Certificate on Corporate Governance is annexed as Annexure V.

40. Management Discussion and Analysis Report

Management Discussion & Analysis Report for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure IV hereto and forms part of this Report.

41. Internal Control Systems and their adequacy

The Company has an Internal Control Framework, which is commensurate with the size, scale and complexity of its operations. This framework ensures adequate safeguards and process to address the evolving business requirements. The Company has in place adequate internal financial controls with reference to financial statements. The Company adopted Internal Audit Programme specifying mission, scope of work, independence, accountability, responsibility and authority of the said Internal Audit. The Company has also appointed Mr. Vijay Mhakave, Asst. Manager-Accounts as internal auditor of the Company for conducting Internal Audit.

In order to ensure that all these systems are working smoothly and with no errors or malfunctions, the Company has an Internal Audit System, which covers various functional areas within the Company as per the audit program drawn up in consultation with the audit committee on an annual basis.

Strengthening of controls is a continuous and evolving process in the Company. The management undertakes preventive and corrective actions, which are then horizontally deployed across the organization. During the year, such controls were put to test and no reportable material weaknesses were observed, either in framing the controls or their implementation.

In addition, the Company has an Audit Committee, which oversees the various aspects of the financial and other controls, including annual operating plans, quarterly reporting of performance, annual accounting etc.

42. Company’s Policy on Directors’, Key Managerial Personnel’s and Senior Management Personnel Appointment and Remuneration

The Company has adopted Nomination and Remuneration Policy based on recommendations of Nomination and Remuneration Committee of the Company, for selection and appointment of Directors, Key Managerial Personnels, Senior Management and fixing their remuneration. Disclosures of the ratio of the remuneration of each Director to the median employee’s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is provided as “Annexure III”. The Policy is placed on the Company’s website and can be accessed at: https:// svnergvgreenind.com/investors-relations/

43. Compliances with respect to applicable Secretarial Standards

The Company has ensured compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

44. Insolvency and Bankruptcy Code Update:

No application has been made / No proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

45. Valuation for one time settlement with Bank and Financial Institution:

The Company has not made any valuation for one-time settlement with banks and financial Institution. Hence, there is no reason for elaboration on the said aspect.

46. Acknowledgements

Your directors would like to place on record their appreciation for the support to the Company received from the Employees at all levels. Our growth was made possible by their hard work, solidarity, co-operation and support. We would also like to thank our Bankers, Associates and all other clients and well-wishers.

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Mar 31, 2018

Dear Members,

Synergy Green Industries Limited,

Kolhapur.

The Directors have pleasure in presenting before you the Eighth Annual Report of the Company along with audited annual financial statement for the year ended 31st March, 2018.

1. Financial Results

The following are the financial results of the Company for the year ended 31st March, 2018:

Particulars	For the Year ended on 31st March, 2018	For the Year ended on 31st March, 2017
Profit Before interest, Depreciation & Tax	16,75,37,019	18,52,93,929
Less: Finance Cost	7,47,61,023	8,31,24,758
Less: Depreciation & Amortization Expense	6,36,69,780	6,13,51,007
Profit before Tax	2,91,06,216	4,08,18,164
Provision for Tax	-	-
Income Tax	-	(50,838)
Deferred Tax Asset	1,75,36,118	78,29,038
Profit after Tax	4,66,42,334	4,85,96,364
Less : Proposed Dividend & Tax thereon	-	-
Balance carried to Balance Sheet	4,66,42,334	4,85,96,364

2. Operational Performance

a) FY 2017-18 was a transformation period for wind Industry with replacement of conventional feed-in-tariff system to reverse bidding method and introduction of landmark GST tax reform. Both these factors significantly impacted the second and third quarter performance. In spite of such adverse business environment, company could sustain its business and posted Rs.103 Crores revenue within 14% reduction from previous year. This was possible due to new customer addition and product diversification.

b) In line with reduction in sales revenue, company posted a net profit of Rs.4.66 Crores as against Rs.4.86 Crore during previous year.

c) During the year earnings per share is at Rs.6.96 as against Rs.9.72 during previous year.

3. Industry Update & Future Outlook

a) Company established as a leading casting supplier in the country with supplies to all major customers. FY 2018-19 is projected to be very good year with a revenue growth of at least 50%

b) Margins are going to be under pressure due to steep increase in raw material prices. However with increased sales revenue, operational excellence initiatives and installing in house machining facility should protect profitability.

4. Economic Environment

With introduction of reverse bidding process, government’s priority towards renewable to protect environment & reduce foreign currency outflow through oil imports, and supported by GST reform, Indian wind industry is projected to double its annual installation to 10 GW with in short period of two years. Further India is being converted as manufacturing hub by international manufacturers for meeting their majority of global demand.

5. Quality and Certification

Our focus on quality, productivity and innovations has helped us deliver increased value to our customers. The Company is certified for ISO 9001:2015 (Quality Management Systems)

6. Dividend

In view of the planned business growth, your Directors deem it proper to conserve the resources of the Company for its activities and therefore, do not recommend any dividend for the Financial Year ended on 31st March, 2018.

7. Details of Subsidiaries, Joint Ventures (JV) or Associate Companies (AC)

The Company does not have subsidiary, joint venture or associate companies.

8. Amounts proposed to be carried to any Reserves

The company has not transferred any amount to the reserves during the Financial Year ended on 31st March, 2018

9. Conversion of the Company

The Company was originally incorporated and registered under the Companies Act, 1956 as a Private Limited Company under name and style Synergy Green Industries Private Limited, bearing CINU27100PN2010PTC137493 on 8thOctober, 2010 at Kolhapur, Maharashtra.

In view of the proposed SME IPO, the Company was converted from Private Limited Company into Public Limited Company vide Special Resolution passed on 12th February, 2018. A certificate confirming conversion of the Company into Public Limited Company bearing CIN U27100PN2010PLC137493 was issued by the Registrar of Companies, Pune on 16th February, 2018. Upon conversion, the name of the Company was changed to Synergy Green Industries Limited.

10. Listing of Equity Shares

The company is planning to list the Equity shares on BSE SME board and has filed the Draft Prospectus on 06th June 2018 with BSE SME Board. The Initial Public Offer of the Company will be 37,80,000 equity shares of Rs.10/- each at premium of Rs.60/- per equity share.

11. Change in Capital Structure of the Company

During the year under consideration, there are following changes in capital structure of the Company.

During the year under consideration, there were following changes in capital structure of the Company.

A) Increase in Authorised Share Capital

During the year, the authorised share capital of the company was increased as follows:

1) The Authorised Equity Share Capital of the Company was increased to Rs. 23,00,00,000/- (Rupees Twenty-Three Crore Only) divided into 1,00,00,000 equity shares of Rs. 10/- each and 13,00,000 10% Non-Cumulative Redeemable Preference Share of Rs.100/- each by passing resolutions in the Extra Ordinary General Meeting held on 21st November, 2017.

2) The Authorised Equity Share Capital of the Company was increased to Rs. 28,00,00,000/- (Rupees Twenty-Eight Crore Only) divided into 1,50,00,000 equity shares of Rs. 10/- each and 13,00,000 10% Non-Cumulative Redeemable Preference Share of Rs.100/- each by passing resolutions in the Extra Ordinary General Meeting held on 12th February, 2018.

B) Issue and redemption of Share Capital

1) Right Issue:

During the year, the Company raised Equity Capital of Rs. 5,00,00,000 (Rs. Five Crores Only) by way of Right Issue of 50,00,00 (Fifty Lacs)Equity shares of Rs.10/- (Rs. Ten Only) each.

2) Preferential Issue:

During the year, the Company raised the Capital of Rs. 2,10,00,000 (Rs. Two Crores Ten Lacs only) by way of Preferential Issue of 3,50,000 (Three Lacs Fifty Thousand) Equity shares of Rs. 10 (Rs. Ten Only) each at share premium of Rs. 50 (Rs. Fifty Only) per Equity Share.

3) Redemption of Preference Shares:

During the year, the Company redeemed 2,10,000 10% Non-Cumulative Redeemable Preference Share of Rs.100/- each amounting to Rs. 2,10,00,000 (Rs. Two Crores Ten Lacs Only)

4) SWEAT EQUITY :

The Company has not issued any Sweat Equity Shares during the year under review.

5) BONUS SHARES :

No Bonus Shares were issued during the year under review.

6) EMPLOYEES STOCK OPTION PLAN :

The Company has not provided any Stock Option Scheme to the employees.

C) BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

12. Change in nature of business, if any

Company has not changed its nature of business, during the Financial Year 2017-18.

13. Material changes and commitments affecting the financial position of the Company

There are no material changes affecting the financial position of the Company subsequent to the close of the Financial Year 2017-18 till the date of this Report.

14. Significant & material orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

15. Board of Directors and Key Managerial Personnel

The Board of the Company comprises an optimum combination of Executive, Non-Executive and Independent Directors.

As on the date of this report, Board of Directors of the Company comprises of total fifteen directors. The Composition of the Board of Directors is as under:

Name of Director	Category & Designation of Director
Mr. Rajendra V. Shirgaokar	Chairman & Non-Executive Director
Mr. Prafulla V. Shirgaokar	Non-Executive Director
Mr. Shishir S. Shirgaokar	Non-Executive Director
Mr. Chandan S. Shirgaokar	Non-Executive Director
Mr. Niraj S. Shirgaokar	Non-Executive Director
Mr. Anant S. Shirgaokar	Non-Executive Director
Mr. Jeevan V. Shirgaokar	Non-Executive Director
Mr. Sachin R. Shirgaokar	Managing Director
Mr. Sohan S. Shirgaokar	Joint Managing Director
Mr. V. S. Reddy	Executive Director Technical
Mr. Abhay S. Nevagi	Independent Director
Mr. Dattaram P. Kamat	Independent Director
Dr. M. R. Desai	Independent Director
Mrs. Prabha P. Kulkarni	Independent Director
Mr. Meyyappan Shanmugam	Independent Director

The Company appointed Mr. Abhay Nevagi (DIN 08070919), Mr. Dattaram Kamat (DIN 02081844), Dr. M. R. Desai (DIN 01625500), Mrs. Prabha P. Kulkarni (DIN 01625500) as Independent Directors w.e.f 12th February 2018. The Company appointed Mr. Meyyappan Shanmugam (DIN 00079844) as Independent Director, w.e.f. 22nd May, 2018.

In terms of the provisions of Section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Rajendra Shirgaokar and Mr. Prafulla Shirgaokar, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment.

Mr. Vinod R. Shirhatti resigned as a Director of the Company w.e.f. 17th January, 2018 on account of his other commitments.

The Board places on record his appreciation for the valuable services rendered by him while he was a director of the Company.

In pursuant to provisions of Section 203 of the Companies Act, 2013 read with the applicable rules and other applicable provisions of the Companies Act, 2013, the designated Key Managerial Personnel (KMP) of the Company as on 31st March, 2018 are as follows:

Name of KMP	Category & Designation of KMP
Mr. Sachin R. Shirgaokar	Managing Director
Mr. Sohan S. Shirgaokar	Joint Managing Director
Mr. V. S. Reddy	Executive Director Technical
Mr. Suhas B. Kulkarni	Chief Financial Officer
Mr. Nilesh M. Mankar	Company Secretary (Memb. No.A39928)

The Company has re-appointed Mr. Suhas Kulkarni as Chief Financial Officer for the period of 5 years w.e.f. 1st April 2018.

16. Number of Board Meetings held

Total 9 (nine) Board Meetings were held during the financial year 2017-18 on:

8th June 2017 20th September 2017 9th November 2017

21st November 2017 30th November 2017 17th January 2018

9th February 2018 20th February 2018 13th March 2018

The gap between any two consecutive Board Meetings did not exceed 120 days.

17. Committees

The Company has constituted Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee. The details of constitution of these committees are furnished below:

Audit Committee:

Name of Director	Nature of Directorship
Mrs. Prabha P. Kulkarni	Independent Director
Mr. Dattaram P. Kamat	Independent Director
Dr. M. R. Desai	Independent Director
Mr. Rajendra V. Shirgaokar	Non-Executive Director
Mr. Chandan S. Shirgaokar	Non-Executive Director

Nomination and Remuneration Committee:

Name of Director	Nature of Directorship
Mr. Abhay S. Nevagi	Independent Director
Mr. Dattaram P. Kamat	Independent Director
Mrs. Prabha P. Kulkarni	Independent Director
Mr. Prafulla V. Shirgaokar	Non-Executive Director
Mr. Niraj S. Shirgaokar	Non-Executive Director

Stakeholders Relationship Committee:

Name of Director	Nature of Directorship
Mrs. Prabha P. Kulkarni	Independent Director
Mr. Abhay S. Nevagi	Independent Director
Mr. Dattaram P. Kamat	Independent Director
Mr. Shishir S. Shirgaokar	Non-Executive Director

18. Declaration from Independent Directors

During the year under review, all Independent Directors have furnished declaration to the effect that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

19. Development and Implementation of Risk Management Policy

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business set for the Company. As a part of Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

The Board does not foresee any risk which might threaten the existence of the Company.

20. Deposits

The Company has accepted deposits of Rs.190.17 lakh from its members during the financial year 2017-18 under section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 as amended from time to time.

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given herein below:

A) Conservation of Energy:

i. Energy Conservation: With improved production planning and installing VFD drive to compressors, 6% reduction in energy consumption could be achieved. It is being planned to install one 15 MT holding furnace along dual track system is projected to bring down power consumption by another 6% during FY 17-18.

ii. Alternate source of energy: Ladle preheating system is being changed from diesel fired to LPG based which has got higher calorific value and save 13% fuel consumption in ladle section. Presently 30% of heat treatment is being carried by outside shops using diesel burners. It is being planned to invest Rs.50 lacs to carryout complete heat treatment in house with LPG fuel is expected to save 6% fuel consumption in heat treatment.

iii. Capital Investment on Energy Conservation: In order to improve melting efficiency, it is being planned to invest Rs.3.0 crore to install 15 MT holding furnace along with dual track system.

B) Technology Absorption:

i. In order to improve operational excellence, it is being planned to implement foundry 4.0 in production process. External consultants are being engaged to implement and train our engineers.

ii. Import Substitution: Company’s raw material import is less than 1% and got away with import of material.

iii. Technological Up gradation: Technology up-gradation is in progress to improve surface finish of the casting by introducing aluminium patterns and installing automated shot blasting system with an investment of Rs 3.0 Crores.

C) Foreign Exchange Earnings & Outgo

During the year, the total foreign exchange outgo was Rs.10,34,150 and the total foreign exchange earned was Rs.4,40,39,378.

22. Corporate Social Responsibility (CSR)

The parameters prescribed for Corporate Social Responsibility initiatives did not apply to the company during the period under consideration. The Company was not required to develop and implement any designated Corporate Social Responsibility initiatives during the said period.

23. Statutory Auditors

M/s. P. G. Bhagwat, (Firm Registration No.101118W) Chartered Accountants, the acting Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting of the Company. They have confirmed their eligibility and willingness for re appointment as Auditors for financial year 2018-19. Your Directors recommend for re appointment of M/s. P. G. Bhagwat, (Firm Registration No.101118W), Chartered Accountants, as statutory auditors of the company for the period of three years for the approval of Shareholders.

24. Auditors Report

The Notes on financial statements referred to in the Auditors report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

25. Directors Responsibility Statement

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, the Directors state:

1. That in the preparation of the Annual Accounts for the year 31st March, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That 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 of the Company for the period;

3. They have 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;

4. That the annual financial statements have been prepared on a going concern basis;

5. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively and;

6. That they have laid down internal financial controls to be followed by the Company and that such internal financials controls are adequate and are operating effectively.

26. Extract of Annual Return

The extract of Annual Return u/s 134 (3)(a) and u/s 92 (3) read with Rule 12 of Companies (Management and Administration) Rules, 2014 in Form MGT-9 is attached to the Report as Annexure II.

27. Particulars of Loans, Guarantees and Investments

The Company has not given any loan or guarantee or security or made investment under Section 186 of the Companies Act, 2013 during the financial year.

28. Particulars of Related Party Transactions

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 during the financial year were in the ordinary course of business and at an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions. The Company has also taken omnibus approval from directors in Board Meeting held on 18th May 2018 for the F.Y.2018-19.

The particulars of related party transactions in prescribed Form AOC - 2 are attached as Annexure I.

29. Prevention of Sexual Harassment Committee

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 a committee called Internal Complaints Committee has been established to provide a mechanism to redress grievances pertaining to sexual harassment at workplace and Gender Equality of working women. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. Vigil Mechanism / Whistle Blower

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

31. Acknowledgements

Your directors would like to place on record their appreciation for the support to the Company received from the Employees at all levels. Our growth was made possible by their hard work, solidarity, cooperation and support. We would also like to thank our Bankers, Associates and all other clients and well-wishers.

FOR AND ON BEHALF OF THE BOARD

SYNERGY GREEN INDUSTRIES LIMITED

MR. SACHIN R. SHIRGAOKAR MR. SOHAN S. SHIRGAOKAR

Place : Kolhapur MANAGING DIRECTOR JOINT MANAGING DIRECTOR

Date : 6th July, 2018 DIN:01512497 DIN:00217631