Synergy Green Industries Ltd Directors Report

To,

The Members,

Synergy Green Industries Limited.

Your Directors have pleasure in presenting before you the 15th 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:

Particulars	For the Year ended on March 31, 2025	For the Year ended on March 31, 2024
Total Revenue	36,368.30	32,805.16
Profit Before Depreciation, Interest & Tax	5,369.91	4,109.99
Depreciation & Amortization	1,302.09	1,209.48
Finance Cost	1,569.23	1,334.94
Profit Before Tax / (Loss) & Exceptional items	2,498.59	1,565.57
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)	1,705.99	1,158.14
Earnings Per Share (EPS)	11.14	7.70

2. State of Company Affairs

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

b) During the year, export revenues are Rs. 9777.44 Lakhs as against Rs. 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 Rs. 5,369.91 Lakhs as against Rs. 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 Rs. 1,688.82 Lakhs as against Rs. 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 Agreements 1.5?C target to Indias 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, Indias 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 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. To support the development of power evacuation and transmission infrastructure the Central Electricity Authoritys (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 worlds 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 100 lakh crore infrastructure program that aims to integrate multi-modal logistics, reduce supply chain bottlenecks, and improve industrial productivity.ThisiscomplementedbytheNational Infrastructure Pipeline and record public capex allocations, which are accelerating development in renewable parks, transmission infrastructure, and industrial corridors. Overall, Indias 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 Indias 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 Indias 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 Companys 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 Companys overall performance during the financial year under review was outstanding. Based on the performance, the Board of Directors in their meetingheldonMay09,2025,haverecommended final Equity Dividend Re.1/- (Previous Year Nil) per Equity Share of Rs. 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

Rs. 10/- per Preference Shares of Rs. 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 Rs. 14.13 Crores to Rs. 15.54 Crores.

Also, the Employee Stock Options Scheme 2025 was proposed by Nomination and Remuneration Committee and approved by the Board of Directors 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 (DIN:02081844), 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. KMPs 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 Directors 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.

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. 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

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 Companys 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 doesnt 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 Rs. 311.50 lakhs and repaid Rs. 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 Rs. 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	311.50
Deposits remaining unpaid or unclaimed as at the end of the year	NIL
Deposits yet to be matured	637.50
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, 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 equipments 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 Rs. 1,178.40 lakhs and the total foreign exchange earned was equivalent to Rs. 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 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 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 F.Y. 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 arms 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 F.Y. 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 Companys 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 Companys 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 Companys 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 Auditors 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. Companys Policy on Directors, Key Managerial Personnels 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 employees 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 Companys 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.