To, Dear Members,

Synergy Green Industries Limited, Shahupuri, Kolhapur.

Your Directors' have pleasure in presenting before you the 13th Annual Report of the Company along with audited financial statement for the year ended March 31, 2023.

1. Financial Results

The following are the financial results of the Company for the year ended March 31, 2023:

` in Lacs

2. State of Affairs

a) For the financial year 2022-23, your company has recorded a total income of Rs.290.15 Crores as against Rs.284.92 Crores in the previous year and recorded marginal growth of 1.84%.

b) During the year, export revenues are Rs.29.33 Crores as against Rs.43.34 Crores during previous year. Drop in export revenues is mainly due to reduction in M/S Vestas's USA demand.

c) During the year, absolute PBDIT stands at Rs 26.76 Crores as against Rs 25.20 Crores last year and achieved a marginal growth of 6.15%. PBDIT margins improved slightly from 8.85% to 9.22%.

3. Industry Update & Future Outlook

The wind industry has enjoyed its third-best year. Nearly 78 GW of wind power capacity was added last year, the lowest level in the past three years but still the third highest year in history. This was achieved despite a challenging economic environment and a disrupted global supply chain, compounded by global health and energy crises.

The unprecedented twin challenges of ensuring secure and affordable energy supplies and meeting climate targets have propelled wind power development into an extraordinary new phase of ever faster growth. After a challenging year, the global wind market is ready to bounce back in 2023, exceeding 100 GW for the first time.

India has amended the wind energy policy, which adversely impacted capacity addition between FY17-FY23. It has discontinued with reverse e-auctions, introduced wind-specific RPOs, and its plans to auction 10GW per annum. Also, the repowering policy is under works.

As part India's ambition towards net zero emissions, Indian power grid needs more wind in its mix. The need to enhance wind capacity addition (post subdued activity in the recent past) has finally dawned upon the stakeholders. Grids are looking for a solution to meet demand effectively while containing carbon emissions. The supply of renewables can be increased by setting up a mix of wind, solar and battery storage capacities. Optimal solutions for the grid to meet demand by using renewables includes higher wind in the mix (of ~8GW per annum) led by the complementary nature of generation and cost curves of the wind. As a result, India has launched series of policy initiatives: 1) single-stage closed bidding (vs reverse e-auction), 2) 10GW of wind auction per annum, and 3) wind-specific RPOs etc.

Sharp improvement in industry outlook; ICICI research report estimate market growth at 35% CAGR: On the back of various policy actions, industrial demand and more round-the-clock contracts, wind industry is finally set to turn the corner and wind installations are projected at 3.5GW and 4.5GW for FY24E/FY25E (vs 2.2GW in FY23).

Considering the present order book and industry forecasts, around 25% revenue growth is expected during next two years. With stable input prices and sustained revenue growth, your company should be able to achieve 12% plus PBDIT margins.

4. Economic Environment

India aspires to be a 5 trillion USD dollar economy by 2025 and aims to grow manufacturing GDP 15-fold between 2021 and 2047. It is also committed to achieving net zero by 2070. Renewable energy (excluding large hydro) already represents nearly 30% of India's installed power generation capacity, at 410 GW, with 10% of this capacity being wind energy. The combined impact of economic growth, net-zero goals and burgeoning electricity demand will result in a rapid increase in the share of renewable energy in the power generation mix. For wind power, India's target is to achieve a cumulative 140 GW of capacity by 2030.

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 quality standards, ISO:14001 2015 Environmental management System and also according to ISO:45001 2018 Occupational Health and Safety Standards.

In order to keep in phase with present day requirements, ISO 27001 & ISO 50001 standard are being implemented. ISO 27001 standard enables the organization to establish an information security management system and apply a risk management process. ISO 50001 is a voluntary international standard, provides requirements for establishing, managing and improving energy consumption and efficiency.

6. Dividend

There being carried over losses of previous years which have not been set off completely against profits of current year. The Board do not recommend any dividend for Financial Year 2022-23 to the Equity Shareholders and Preference Shareholders.

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 31st March, 2023.

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. However, during the year the Company has increase Authorized Share Capital by Rs.2.00 Crores i.e. from Rs.28.00 Crores to Rs.30.00 Crores.

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 2022-23 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 2022-23 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

II. Directors resigned during the year and date of Report

There was no resignation by any director during the year under report.

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

There was no change in the composition of Key Managerial Persons (KMP).

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

There is no change in the composition of the Board as well as in KMPs of the Company during the year except point No. I under report.

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

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.

On the recommendation of N&R Committee, the Board was approved the reappointment of Mr. Meyyappan Shanmugam (DIN: 00079844) as an Independent Director for the second term of 5 years w.e.f. May 19, 2023 in the Board meeting held on May 26, 2023.

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 4 (four) Board Meetings were held during the financial year 2022-23 on:

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.

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:

Nomination and Remuneration Committee:

Stakeholders Relationship Committee:

February 14, 2023 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:

b) Report of Committee:

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 and others amounting to Rs.318.50 lakhs and repaid Rs.435 lakhs during the financial year 2022-23 as per the provisions of section 73 & others of the Companies Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014. The deposits amounting to Rs.1024.75 lakhs are yet to be matured. Following are the disclosures relating to Deposits accepted:

Credit Rating

The Board of Directors wish to raise deposits from the members during the Financial Year 2022-23 for which a Board resolution was passed on August 10, 2022 and circular for inviting deposits in Form DPT-1 was approved for issuing to its members. The said circular for inviting deposits in Form DPT-1 was submitted with the Registrar of Companies on September 29, 2022 and was issued to members on November 09, 2022. Accordingly, in order to comply with 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 02, 2023. The Agency had assigned the Rating of "BBB-/Stable" (pronounced as CRICIL Triple B minus rating with Stable outlook) for the Deposits.

A] Conservation of Energy: There is an opportunity to reduce the power consumption up to 10% by implementing following;

a. New 15 MT melting furnace is installed which will reduce the power consumption up to 100 Units/MT for large castings with combined heats.

b. Melt manager software installed to optimize melting power consumption.

c. All major energy consuming equipment's are being installed with smart meters to track energy consumption and optimize. Same is being integrated with optimization software.

d. Cross functional team is working on optimizing the power consumption at various part of operations.

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

a. Implementation of Industry 4.0 to collect the key operational data and optimize

b. Metallurgical optimization is being carried out through ATAS system database and simply the manufacturing process.

c. Solution strengthened ductile iron grade (SSDI) is being developed large thickness castings with specific fatigue and fracture requirement.

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.1761.96 lakhs and the total foreign exchange earned was equivalent to Rs.2933.39 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.

i) Statutory Auditors

In the Annual General Meeting held on 28th 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 2027. 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 StatutoryAuditors 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 undertake the Secretarial Audit for the financial year 2023-24.

The Report of the Secretarial Audit for the Financial Year 2022-23 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. 2023-24. 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, 2023, 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 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/sites/default/files/pdf/annual-report/ Annual%20Report% 2022-23.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 26, 2023 for the F.Y. 2023-24.

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/sites/default/files/2.Familization%20Programmes.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://synergygreenind.com/investors/code-conduct-insider-trading

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://www.synergygreenind.com/sites/default/files/3.Terms%20and%20Conditions%20for%20appointment%20of%20 Independent%20Director.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 has 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 2023-24. As required by SEBI

Guidelines, a Corporate Governance Report, including the Auditor's Certificate on Corporate Governance is annexed as

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 V 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 IV".

The Policy is placed on the Company's website, viz https://www.synergygreenind.com/investors/corporate_governance/ policy.

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

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at Arm's length basis: NIL

2. Details of material contracts or arrangement or transactions at arm's length basis:

For Synergy Green Industries Limited