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:

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:

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:

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:

Nomination and Remuneration Committee:

Stakeholders Relationship Committee:

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