To,
The Members,
Synergy Green Industries Limited.
Your Directors' have pleasure in presenting before you the 16th
Annual Report of the Company along with audited financial statement for the year ended
March 31, 2026.
Directors have tried to maintain coherence in disclosures and flow of
the information by clubbing required information topic-wise and thus certain information
which is required in Directors' Report is clubbed elsewhere and has to be read as a
part of Directors' Report.
1. Financial Results
The following are the financial results of the Company for the year
ended March 31, 2026:
(Rs. In Lakhs)
|
Standalone |
Consolidated |
| Particulars |
For the Year ended on March 31, 2026 |
For the Year ended on March 31, 2025 |
For the Year ended on March 31, 2026 |
For the Year ended on March 31, 2025 |
| Total Income |
37,637.36 |
36,368.30 |
37637.36 |
36,368.30 |
| Profit Before Depreciation, Interest & |
4,932.18 |
5,369.91 |
4932.00 |
5,369.91 |
| Tax |
|
|
|
|
| Depreciation & Amortization |
2,032.87 |
1,302.09 |
2,032.87 |
1,302.09 |
| Finance Cost |
2,078.61 |
1,569.23 |
2,078.61 |
1,569.23 |
| Profit Before Tax / (Loss) & Exception - |
820.70 |
2,498.59 |
820.52 |
2,498.59 |
| al items |
|
|
|
|
| Exceptional items (Statutory impact of |
65.42 |
- |
65.42 |
- |
| New Labour Code) |
|
|
|
|
| Provision for Tax, (including deferred tax
adjustment, short provision for tax) |
289.45 |
809.77 |
289.45 |
809.77 |
| / MAT Credit entitlement |
|
|
|
|
| Profit after Tax / Net Profit / (Loss) |
465.83 |
1,688.82 |
465.65 |
1,688.82 |
| Other Comprehensive Income |
36.55 |
17.17 |
36.55 |
17.17 |
| Total Comprehensive Income for the period
(Comprising Profit (Loss) and other Comprehensive Income for the period) |
502.38 |
1,705.99 |
502.20 |
1,705.99 |
| Earnings Per Share (EPS) |
3.00 |
11.14 |
3.00 |
11.14 |
2. State of Company Affairs a) For the financial year
2025-26, your company has recorded total income ofRs.37,637.36 Lakhs as
against Rs.36,368.30 Lakhs in the previous year and recorded a marginal growth
of 3.49%. b) During the year, export revenues are Rs.10,564.63 Lakhs as against
Rs.9,777.44 Lakhs during previous year. There is an increase in export sales by 8.05%.
c) During the year, absolute PBDIT stands at Rs.4,932.18 Lakhs as
against Rs.5,369.91 Lakhs last year which shows reduction in PBDIT by 8.15%. d)
During the year, Company achieved a Profit after Tax of Rs.465.83 Lakhs as against Rs.
1,688.82 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. Further, the ongoing West Asia conflict and
resulting energy crisis has intensified the global shift towards renewable energy, with
focus on secure, independent and sustainable sources.
Global Renewable and Wind Energy Industry The global wind industry
achieved a historic milestone in 2025, adding a record 165 GW of new capacity—an
approximate 40% year-over-year increase. This surge brought total global wind capacity to
nearly 1,300 GW, led primarily by robust onshore expansions in China, the United States,
and India. This rapid acceleration is a critical step toward the COP28 mandate to triple
global renewable capacity to 11,000 GW by 2030. Demand is being heavily stimulated by
falling technology costs, the rollout of larger 15+ MW turbine and a maturing offshore
sector that has surpassed 75 GW. Offshore 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:
India is one of the world's leading and fastest-growing wind
energy markets. India added approximately 6.34 GW of wind capacity in 2025, marking a 85%
increase and reclaiming the third position in the global wind market in 2025. As of end of
2025, India has 54.5 GW of installed onshore wind capacity.
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.
Offshore wind remains a critical focus area for the long-term
development of renewable energy. The Ministry of New and Renewable Energy (MNRE) aims to
harness around 70 GW ofoffshore wind off the coasts of Gujarat and
Tamil Nadu. In 2024, India announced a 4 GW tender in Tamil Nadu and a
500 MW project in Gujarat. To attract private investment, the government approved an INR
7,453 crore (USD 893million) Viability Gap Funding (VGF) scheme to support 1 GW of
offshore project capacity and port upgrades, along with an Inter-State Transmission System
(ISTS) charge waiver until 2032, aimed at reducing early-stage project risks.
4. Economic Environment
In 2025, global growth is estimated to have reached 2.7 percent (as per
World Bank Global Economic Prospect, January 2026).
The ongoing conflict in the Middle East is creating unexpected
headwinds. Elevated energy prices and supply chain disruptions will increase inflationary
pressures across economies, dampen private consumption, and erode investor confidence.
India remained the fastest-growing major economy in FY26, with growth
accelerating to
7.6%, supported by low inflation, rationalisation of Goods and Services
Tax (GST) slab rates, and more accommodativewind energy monetaryis also
conditions.gaining The government maintained high public capital expenditure (3.4% of
gross domestic product in the firsthalf of FY 2025-26), particularly in infrastructure and
green-transition projects like investments in renewables.
Inflation stayed low for most of the year, with headline inflation
averaging 1.9% in FY26. The
Reserve Bank of India cut the policy rate by 125 bps before moving to a
neutral stance.
Looking ahead, India's growth in FY27 is projected at 6.6% (as per
World Bank), as the
Middle East conflict raises energy disrupts supply chains, and weighs
on domestic and external demand. While India's macroeconomic buffers remain strong,
the outlook underscores the importance of energy diversification, accelerate the
transition to renewables, and prudent fiscal management.
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 eam. t byahighlyqualified 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 flat. Based on the performance, the Board of Directors in their meeting held on
May 19, 2026, have recommended Preference Dividend of Rs.10/- per Preference Shares of
Rs.100/- each on 10%
Redeemable Cumulative Preference Shares for F.Y. 2025-26, 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. However, the Company has created Synergy Green Industries Limited ESOP Trust (the
‘ESOP Trust') for providing share-based payments, as a vehicle for distributing
shares to employees under Employee Stock Option Plan 2025. The Company has treated ESOP
Trust as its Controlled entity. Accordingly, Consolidated Financial Statements of the
Company for the financial year 2025-26, have been prepared in
compliance with applicable Accounting Standards and on the basis of Audited Financial
Statements of the Company and its subsidiary 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, 2026.
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 the Company has passed the
special resolution through postal ballot dated April 22, 2025 for approval of Employee
Stock Option Plan 2025
("ESOP 2025") and the company has made all the ESOP
Compliances and certificate for the same obtained from the Practicing Company Secretary in
annexed as Annexure-C forming a part of Corporate Governance Report.
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.
9A. Employee Stock Option Plan 2025 ("ESOP
2025")
The Nomination and Remuneration Committee and the Board of the Company
had in its meeting held on March 18, 2025 approved the formulation of "Employees
Stock Option Plan 2025" ("ESOP 2025") for grant of stock options to
eligible Directors and Employees of the Company.
The objective of this Scheme is to reward employees for their
performance, attract and retain talent, and foster a strong sense of association with the
Company's growth and profitability. The detailed Scheme is available at the
Company's website at www. synergygreenind.com.
The total number of Options to be granted under the ESOP 2025 shall not
exceed 0.50% of the Paid up Equity Share Capital of the company (i.e., not more than 77715
number of equity shares. Each Option when exercised would be converted into 1 (one) equity
share of face value of Rs. 10/- (Rupees Ten) each fully paid-up i.e. the total of 22980
Equity Shares representing 0.15% of the total paid up share capital of the Company.
The equity shares to be allotted pursuant to the exercise of the stock
options, shall rank pari-passu to the existing Equity Shares in all respects and would not
be subject to lock-in. The grants under the ESOP 2025 would be made in conformity with the
applicable laws and ESOP 2025. No Stock Options were granted to the eligible employees
under the ESOP 2025 during F.Y. 2025-26. Accordingly, as on March 31, 2026 there are no
stock options that are either outstanding or exercisable. Further the Nomination and
Remuneration Committee (NRC) of your Company has in its meeting held on August 21, 2025,
has approved the grant of 22,980 Stock Options to the total of 30 eligible employees of
the Company and its Subsidiary Company(ies), in India or outside India, in
Tranche-I, under the ESOP 2025 ("Tranche I Grant") through
trust route. The Tranche -I Grant is effective from August 21, 2025. Each stock option
carries the right to apply for and be allotted 1 (one) equity share of face value of Rs.
10 each of the Company. The Exercise Price for the above-mentioned Tranche - I Grant of
Options shall be 70/- per Option (being granted at a discount of 87% of the Market
Price (rounded off) i.e. closing price of previous trading day from
grant day) as approved by the NRC of the Company.
Further details pertaining to the vesting and exercise of the said
Tranche- I Grant of Options is available at www.synergygreenind.com. There was no
subsequent change made to the ESOP 2025 during the year under review and the said Scheme
is in compliance with the SEBI (SBEBSE) Regulations, 2021. The
Certificate from the Secretarial Auditor, Devendra Deshpande,
proprietor of M/s. DVD
& Associates, Peer Reviewed Firm of Company Secretaries in Practice
(Firm Registration No. S2016MH35900D and COP No. 6515), on the implementation of ESOP 2025
in accordance with Regulation 13 of the SEBI (SBEBSE) Regulations 2021, and the
Resolutions passed by the Members for ESOP 2025 has been uploaded on the Company's
website at www.synergygreenind.com.
Furthermore, the Company has adhered to the applicable accounting
standards in this regard. Information as required under Regulation 14 read with Part F of
Schedule I of the SEBI SBEB Regulations 2021 has been uploaded on the Company's
website and can be accessed at the www.synergygreenind.com.
DISCLOSURES WITH RESPECT TO EMPLOYEE STOCK OPTION SCHEMES OF THE
COMPANY PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT
EQUITY) REGULATIONS, 2021 AS ON MARCH 31, 2026
During FY 2025-26, the Company had Synergy Green Industries Ltd. (SGIL)
Employee Stock
Option Plan 2025 ("ESOP 2025" / "Plan"): During the
financial year under review, there has been no material change in the Employee Stock
Option Schemes ("ESOP 2025" / "Plan") of the
Company and same are in compliance with the Companies Act, 2013 read
with rules thereunder and the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and other SEBI Regulations, if any.
Disclosures required under Regulation 14 of SEBI
(Share Based Employee Benefits
Equity) Regulations, 2021, are as under:
A. Relevant disclosures in terms of accounting standards prescribed by
the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013)
including the ‘Guidance note on accounting for employee share-based payments'
issued in that regard from time to time.
For details, shareholders may refer to the audited financial statements
which form part of the Integrated Annual Report FY2025-26.
B. Diluted EPS on issue of shares pursuant to all the schemes
covered under the regulations shall be disclosed in accordance with ‘Indian
Accounting Standard 33 - Earnings Per Share' issued by Central Government or any
other relevant accounting standards as issued from time to time.
Diluted EPS, as per standalone financial statements, for ESOP Schemes
for the year ended March 31, 2026 is INR 3.00.
C. Details related to ESOP 2025
I. Description including the general terms and conditions of ESOP 2025
is as follows:
| Sl. No. |
Particulars |
ESOP 2025 |
| (a) |
Date of shareholders' approval |
April 22, 2025 |
| (b) |
Total number of options approved under ESOS |
22,980 |
| (c) |
Vesting requirements |
Vesting will commence one year after the date of grant at the
rate of 33.33% of option granted or at such other rates as may be fixed by the
Compensation Committee or Board. |
| (d) |
Exercise price or pricing formula |
Par value of Rs.70 /- each |
| (e) |
Maximum term of options granted |
3 years |
| (f) |
Source of shares (primary, secondary or combination) |
Secondary |
| (g) |
Variation in terms of options |
No variation/ modification/ amendment was made in the terms
of options during the financial year 2025-26. |
II. Method used to account for ESOS (Intrinsic or fair value): Fair
Value
III. Where the company opts for expensing of the options using the
intrinsic value of the options, the difference between the employee compensation cost so
computed and the employee compensation cost that shall have been recognized if it had used
the fair value of the options shall be disclosed. The impact of this difference on profits
and on EPS of the company shall also be disclosed: Not Applicable IV. Option
movement during FY2025-26:
| Particulars |
ESOP 2025 |
| Number of options outstanding at the beginning of the period
i.e. April 1, 2025 |
0 |
| Number of options granted (August 21, 2025) during the year |
22,980 |
| Number of options Cancelled/forfeited/ lapsed during the year |
0 |
| Number of options vested during the year |
0 |
| Number of options exercised during the year |
0 |
| Number of shares arising as a result of exercise of options |
0 |
| Money realized by exercise of options, if scheme is
implemented directly by the Company (INR) |
0 |
| Loan repaid by the Trust during the year from exercise price
received |
0 |
| Number of options outstanding at the end of the year i.e.
March 31, 2026 |
22,980 |
| Number of options exercisable at the end of the year i.e.
March 31, 2026 |
0 |
V. Weighted-average exercise prices and weighted-average fair values of
options shall be disclosed separately for options whose exercise price either equals or
exceeds or is less than the market price of the stock:
- Weighted-average exercise price: Rs.70
- Weighted-average fair value of options granted during the year: INR
468.26.
VI. Employee wise details (name of employee, designation, number of
options granted during the year, exercise price) of options granted to –a. Senior
managerial personnel as defined under Regulation 16(d) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015:
| Sl. No. |
Name of the Senior Managerial Personnel |
Designation |
Number of Options granted during the year |
Exercise Price of Options granted |
| 1 |
Rama Balappa Birangaddi |
Manager |
675 |
70 |
| 2 |
Gajendra Vilas Kapadekar |
Asst. Manager |
375 |
70 |
| 3 |
Madan Pandharinath Ambekar |
Sr. Manager |
1200 |
70 |
| 4 |
Aditya Adinath Jarag |
Assistant General Manager |
1200 |
70 |
| 5 |
Nilesh Mohan Mankar |
Manager |
675 |
70 |
| 6 |
Pruthviraj Subhash Patil |
Manager |
1080 |
70 |
| 7 |
Vijay Vasant Patil |
Assistant Manager |
525 |
70 |
| 8 |
Bamana Chandra Rana |
Dy. Manager |
675 |
70 |
| 9 |
Sudhansu Shekhar Patra |
Asst. Manager |
375 |
70 |
| 10 |
Sandeep Shripati Khedkar |
Asst. Manager |
375 |
70 |
| 11 |
Umesh Dadaso Desai |
Asst. Manager |
375 |
70 |
| 12 |
Gomtesh Babasaheb Ketkale |
Manager |
810 |
70 |
| 13 |
Mahesh Hambirrao Chavan |
Assistant Manager |
525 |
70 |
| 14 |
Sandip Hambirarao Chavan |
Dy. Manager |
525 |
70 |
| 15 |
Sandip Shamrao Nikam |
Assistant Manager |
375 |
70 |
| 16 |
B. Dayanithi |
Dy. Manager |
525 |
70 |
| 17 |
Pandurang Yashwant Lohar |
Assistant Manager |
375 |
70 |
| 18 |
V. Manickavelusamy |
Sr.Dy.General Manager |
1800 |
70 |
| 19 |
S. Vimal |
Dy. Manager |
630 |
70 |
| 20 |
Mani Ganesan |
General Manager |
2700 |
70 |
| 21 |
Sandip Mahadev Jangam |
Assistant Manager |
525 |
70 |
| 22 |
Bhagwat Kisanrao Mane |
Dy. General Manager |
1500 |
70 |
| 23 |
Ratnakar Ramling Gade |
Dy. Manager |
810 |
70 |
| 24 |
Rahul Shrirang Parle |
Dy. Manager |
525 |
70 |
| 25 |
Pratik Dukande |
Chief Financial Officer |
1200 |
70 |
| 26 |
Dhairyashil Rangrao Patil |
Dy. Manager |
525 |
70 |
| 27 |
Vrushbhanath S. Masutage |
Dy. Manager |
525 |
70 |
| 28 |
Jayjit Desai |
Manager |
675 |
70 |
| 29 |
Ashitosh Shrimandhar Aitawade |
Assistant Manager |
375 |
70 |
| 30 |
Sunil Kalgonda Patil |
Dy. Manager |
525 |
70 |
(a) Any other employee who receives a grant in any one year of option
amounting to 5% or more of option granted during that year: Nil
(b) Identified employees who were granted option, during any one year,
equal to or exceeding 1% of the issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant: Nil.
VII. A description of the method and significant assumptions used
during the year to estimate the fair value of options including the following information:
(a) the weighted-average values of share price, exercise price, expected volatility,
expected option life, expected dividends, the risk-free interest rate and any other inputs
to the model:
| Sl. No. |
Particulars |
2025-26 |
| 1 |
Stock Price (Rs.) |
530.15 |
| 2 |
Strike/ Exercise Price (Rs.) |
70.00 |
| 3 |
Expected Life of Options (no. of years) |
2.00 |
| 4 |
Risk free rate of interest (%) |
5.81% |
| 5 |
Implied Volatility factor (%) |
44.80% |
| 6 |
Dividend Yield (%) |
0.19% |
(b) Method used and the assumptions made to incorporate the effects of
expected early exercise:
Black-Scholes Options Pricing Model - The assumptions are stated in the
above table.
(c) How expected volatility was determined, including an explanation of
the extent to which expected volatility was based on historical volatility - Volatility
of the Company is worked out on the basis of movement of stock price on NSE based on the
price data for last 3 years up to the date of grant.
(d) Whether and how any other features of the options granted were
incorporated into the measurement of fair value, such as a market condition – Not
applicable.
Details related to Trust:
The following details, inter alia, in connection with transactions made
by the Trust meant for the purpose of administering the scheme under the regulations are
to be disclosed:
(i) General information of scheme
Synergy Green Industries Ltd. (SGIL) Employee Stock Option Plan 2025
(w.e.f. April 22, 2025) are being administered through Synergy Green Industries Limited
ESOP Trust.
| Sl. No. |
Particulars |
Details |
| 1 |
Name of the Trust |
Synergy Green Industries Limited |
|
|
ESOP Trust |
| 2 |
Details of the Trustee(s) |
Mr. Madan Pandharinath Ambekar |
|
|
Mr. Rama Ballappa Birangaddi |
| 3 |
Amount of loan disbursed by Company / ,during the year |
INR 41,10,000 |
| 4 |
Amount of loan outstanding (repayable to company / as at the
end of the year |
INR 41,10,000 |
| 5 |
Amount of loan, if any, taken from any other source for which
company / any company in the group has provided any security or guarantee |
None |
| 6 |
Any other contribution made to the Trust during the year |
None. Except loan provided by the Company for purchase of
Shares by the Trust |
(ii) Brief details of transactions in shares by the Trust
| Particulars |
ESOP 2025 |
| a) Number of shares held at the beginning of the year; |
0 |
| b) Number of shares acquired during the year through |
8,000 |
| (i) secondary acquisition, as a percentage of paid up equity
capital as |
0.05% |
| at the end of the previous financial year, along with
information on |
|
| weighted average cost of acquisition per share; |
|
| c) Number of shares transferred to the employees / sold along
with the |
0 |
| purpose thereof; |
|
| d) Number of shares held at the end of the year |
8,000 |
| (iii) In case of secondary acquisition of shares by the
Trust: |
|
| Number of shares |
|
| As a percentage of paid-up equity capital as at the |
8,000 |
| end of the year immediately preceding the year in |
|
| which shareholders' approval was obtained |
0.05% |
| Held at the beginning of the year |
0 |
| Acquired during the year |
8,000 |
| Sold during the year |
0 |
| Transferred to the employees during the year |
0 |
| Held at the end of the year |
8,000 |
Provision of Money by Company for Purchase of its Own Shares by
Employees or by Trustees for the Benefit of Employees: During the period under review,
there we no instances for the company to comply with the provisions of Section 67 of the
Companies Act, 2013.
10. Change in the nature of business, if any
During the Financial Year 2025-26 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 2025-26 till the date of this
Report.
12. Significant & material orders passed by the Regulators or
Courts or Tribunals
There is 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 September 23, 2025. b) The
appointment of Mr. Niraj S. Shirgaokar (DIN:00254525), Non Executive Director, was w.e.f.
April 02, 2025 due to resignation by Mr. Shishir S. Shirgaokar due to his old age. Mr.
Niraj Shirgaokar was appointed in the Board Meeting held on March 18, 2025.
The Nomination & Remuneration Committee and the Board of Directors
at their meeting held on March 18, 2025 are of the opinion that Mr. Shishir S. Shirgaokar
stepped down from the position of Non-Executive Director of the Company due to his old
age, it was proposed that 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. c) Mr. Sachin R. Shirgaokar was re-appointed as Chairman & Managing
Director in the Board Meeting held on February 11, 2026 for a term of 3 years. His
appointment was further confirmed by passing Special Resolution through Postal Ballot
Mr.Sachin Rajendra Shirgaokar, aged 60, 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 34 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 reappointed as Chairman
& Managing Director effective from April 1, 2026, for further period of three-years.
d) Mr. V. S. Reddy was appointed as Additional Executive Director in the Board Meeting
held on February 11, 2026 for a term of 3 years. His appointed was further confirmed by
passing Special Resolution through Postal Ballot on March 21, 2026.
Mr. Vendavagali Srinivasa Reddy aged 57 years, is the Whole Time
Director of our Company. He holds a degree of Master in Technology from NIFFT, Ranchi and
Bachelor in Mechanical Engineering from SKD University Andhra Pradesh. He has also
completed Executive General Management from IIM Bangalore. He started his carrier in 1995
as technologist and acquired 29 years of experience in the Industry He handled various
responsibility as product development, operation management, green field foundry project
design and execution. He also worked with various companies like Simplex Casting Limited,
U.P Steels, Larsen & Toubro Limited. He was originally appointed on the Board as
Additional Director w.e.f. April 01, 2012 and regularized as Whole Time Director w.e.f.
September 28, 2012 and Reappointed as Whole Time Director w.e.f. April 01, 2026 for a
period of three years.
e) Mr. Sohan S. Shirgaokar was re-appointed as Non Executive Director
in the Board Meeting held on February 11, 2026 for a term of 5 years. His appointment was
further confirmed by passing Special Resolution through Postal Ballot on March 21, 2026.
Mr. Sohan Sanjeev Shirgaokar, aged 43, was serving as the Joint
Managing Director and Promoter of our company. Mr. Sohan S. Shirgaokar has vide his letter
informed the Company of his decision to relinquish the position of Joint Managing Director
with effect from 1st April, 2026.
Considering Mr. Sohan S. Shirgaokar's long association with the
Company since its inception and his valuable contribution to the Company over the years,
at the request of the Board and to continue to provide his guidance and experience by
appointing him as a Non-Executive Director.
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 21 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.
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
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 a. Dr. Mallappa
Rachappa Desai, Independent Director of the Company, completed his second consecutive term
of appointment as Independent Director in accordance with the provisions of Section 149 of
the Companies Act, 2013 and the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
LODR Regulations") and accordingly cease to hold office as Independent Director with
effect from March 31, 2026.
The Board places on record its sincere appreciation for the valuable
guidance, professional expertise and contributions made by him during his tenure.
Based on the recommendation of the Nomination and Remuneration
Committee (NRC), the Board of Directors at its meeting held on February 10, 2026 and
February 11, 2026 respectively considered and approved the proposal for appointment of
Mr. Deepak Vidyadhar Dhadoti (DIN: 00511739) as Independent Directors of the
Company and the same was approved by the members by way of Special Resolution on March 21,
2026 through Postal Ballot for a term of five
(5) consecutive years commencing from April 01, 2026 to March
31, 2031, and whose office shall not be liable to retire by rotation.
The Nomination and Remuneration Committee and the Board are of the
opinion that the proposed appointees possess the requisite skills, experience, integrity
and expertise and that their appointment would be in the best interest of the Company.
Brief profilesof Mr. Deepak V. Dhadoti:
Mr. Deepak Dhadoti is the Founder, Chairman and Managing Director of
the Servocontrols Group of Industries and is a distinguished engineer and entrepreneur
with extensive experience in precision engineering and aerospace manufacturing. Under his
leadership, the Servocontrols Group has grown into a world-class organization supplying
critical components to leading Indian and global institutions. His company has made
valuable contributions to important national space and defence programs such as
Chandrayaan, Mangalyaan and Aditya L1. He is widely respected for his role in promoting
indigenous manufacturing, technological innovation and skill development, and for
strengthening hcollaboration between industry and research institutions. b. Mrs. Prabha
Prakash Kulkarni, Independent Director of the Company, completed her second consecutive
term of appointment as Independent Director in accordance with the provisions of Section
149 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
LODR Regulations") and accordingly cease to hold office as Independent Director with
effect from March 31, 2026.
The Board places on record its sincere appreciation for the valuable
guidance, professional expertise and contributions made by her during her tenure.
Based on the recommendation of the Nomination and Remuneration
Committee (NRC), the Board of Directors at its meeting held on February 10, 2026 and
February 11, 2026 respectively considered and approved the proposal for appointment of
Mrs. Meghana Ashok Mulye (DIN: 02591433) as Independent Directors of the Company
and the same was approved by the members by way of Special Resolution on March 21, 2026
through Postal Ballot for a term of five
(5) consecutive years commencing from April 01, 2026 to March
31, 2031, and whose office shall not be liable to retire by rotation.
The Nomination and Remuneration Committee and the Board are of the
opinion that the proposed appointees possess the requisite skills, experience, integrity
and expertise and that their appointment would be in the best interest of the Company.
Brief profilesof Mrs. Meghana A. Mulye:
Mrs. Meghana A. Mulye is an accomplished business leader with over 25
years of professional experience in international business, strategic planning, corporate
governance and marketing. She is presently serving as the Joint Managing Director of Poona
Couplings Private Limited, where she has played a significant role in building the
company's long-term vision and operational excellence. She is also actively
associated with industry and professional bodies and contributes as a mentor and speaker
on leadership, governance and women empowerment, with a strong focus on board
effectiveness and responsible business practices.
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. Sohan S. Shirgaokar* |
Joint Managing Director |
| Mr. Chandan S. Shirgaokar |
Non-Executive Director |
| Mr. Niraj S. Shirgaokar |
Non-Executive Director |
| Mr. V. S. Reddy |
Executive Director |
| Mrs. Meghana A. Mulye** |
Independent Woman Director |
| Mr. Dattaram P. Kamat |
Independent Director |
| Mr. Deepak V. Dhadoti*** |
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. Sohan Shirgaokar was designated as Non Executive Director w.e.f.
April 01, 2026.
**Mrs. Prabha P. Kulkarni, ceased to be Independent Director due to
completion of her 2nd term and Mrs. Meghana A. Mulye was appointed as Independent Director
w.e.f. April 01, 2026 in her place. ***Dr. Mallappa R. Desai, ceased to be Independent
Director due to completion of his 2nd term and Mr. Deepak V. Dhadoti was appointed as
Independent Director w.e.f. April 01, 2026 in his place.
V. Directors proposed to be re-appointed at the ensuing Annual General
Meeting
Mr. Niraj S. Shirgaokar (DIN: 00254525), Non-Executive Director,
retires by rotation at the ensuing
Annual General Meeting and being eligible, offer himself for
re-appointment.
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 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 6 (six) Board Meetings were held during the financial year
2025-26 on:
| 1. |
May 09, 2025 |
2. |
August 08, 2025 |
| 3. |
August 21, 2025 |
4. |
September 24, 2025 |
| 5. |
November 13, 2025 |
6. |
February 11, 2026 |
The intervening gap between the meetings was within the period
prescribed under the Act, Secretarial Standards issued by the ICSI and Listing
Regulations.
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. Meghana A. Mulye* |
Independent Director |
| Mr. Dattaram P. Kamat |
Independent Director |
| Mr. Deepak V. Dhadoti* |
Independent Director |
| Mr. Chandan S. Shirgaokar |
Non-Executive Director |
*Appointed as member of Audit Committee w.e.f. April 01, 2026 and Mrs.
Prabha Kulkarni and Dr. Mallappa Desai were ceased to be a member w.e.f. 31.03.2026 due to
completion of their term. Nomination and Remuneration Committee:
| Name of Director |
Nature of Directorship |
| Mr. Dattaram P. Kamat |
Independent Director (Chairman) |
| Mrs. Meghana A. Mulye* |
Independent Director |
| Mr. Subhash G. Kutte |
Independent Director |
*Appointed as member of N&R Committee w.e.f. April 01, 2026 and
Mrs. Prabha Kulkarni ceased to be a member w.e.f. 31.03.2026 due to completion of her
term.
Stakeholders Relationship Committee:
| Name of Director |
Nature of Directorship |
| Mrs. Meghana A. Mulye* |
Independent Director (Chairman) |
| Mr. Dattaram P. Kamat |
Independent Director |
| Mr. Niraj S. Shirgaokar |
Non-Executive Director |
*Appointed as member of Stakeholders Relationship Committee w.e.f.
April 01, 2026 and Mrs. Prabha Kulkarni ceased to be a member w.e.f. 31.03.2026 due to
completion of her term.
Additionally, during the financial year ended March held on January 29,
2026 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 |
| Ms. Rima Patil |
Presiding Officer & Asst. Officer HR & Admin. |
| Mr. M. Ganesan |
Member & General Manager – Operations |
| Ms. Shreya Shirgaokar |
Associate Vice President |
| Ms. V. Manasa Reddy |
Associate Vice President |
| Dr. Kalindi Ranbhare |
External Member (NGO) |
| Mr. Sandip Jangam |
Member & Dy. Manager– HR & Admin. |
| Ms. Shobha Shintre |
Member & Jr. Officer HR & Admin. |
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 |
Nil |
| harassment during the year |
|
| 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
Rs.60.00 lakhs and repaid
Rs.190.00 lakhsduringthefinancial year 2025-26 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.507.50 lakhs
are yet to be matured.
Following are the disclosures relating to Deposits accepted:
|
Amount |
| Particulars |
Rs. In lakhs |
| Details of deposits accepted during the year |
60.00 |
| Deposits remaining unpaid or unclaimed as at the end of the
year |
NIL |
| Deposits yet to be matured |
507.50 |
| 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 May 29, 2025. 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 remained a key focus area during the year, with the
Company investing in multiple initiatives to improve operational efficiency, and optimize
energy consumption & costs. a. As part of the Company's carbon footprint
reduction initiatives, captive solar generation capacity was increased from 2 MW to 10
MW. This is expected to support production of approximately
14,000 MT. Further, recent reforms in third-party open access
policies provide an opportunity to secure an additional 6 MW of wind energy access (through
PPA), with plans to increase the renewable energy portfolio to support production of up to
20,000 MT. b. The Company successfully completed its brownfield foundry
expansion, which is expected to reduce power consumption by approximately 5%
through economies of scale. c. To institutionalize continuous improvement in energy
performance, the Company successfully obtained ISO 50001 certification for its
Energy Management Systems. d. All major energy-consuming equipment has been equipped with VFD
drives integrated with smart meters and connected to a centralized energy monitoring
system. This enables real-time monitoring of energy consumption patterns and supports
timely optimization measures.
B] Technology Absorption
The Company undertook several technological initiatives during the year
to enhance manufacturing efficiency, productivity, and operational reliability. a. To
improve safety and productivity in the removal of risers, the Company adopted de-risering
hammer technology. b. As part of its Industry 4.0 initiative, the Company
implemented shopfloor digitization through IoT-enabled systems to facilitate smart
data management and improve quality, productivity, and cost efficiency. c. To improve
operational reliability, reduce production cycle time, and optimize logistics and
operational costs, the Company commissioned a state-of-the-art machining and surface
treatment facility. d. An Infrared Oven was installed to reduce coating cycle
time and improve process efficiency. e. The implementation of the thermal reclamation
plant significantly improved sand reclamation capability from 90% to 98%
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.7,170.86 lakhs and the total foreign
exchange earned was equivalent to
Rs.10,564.63 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
The Company's Auditors, M/s. D A B and
Associates, Chartered Accountants, having FRN - 101119W retire at the
ensuing Annual General Meeting of the Company. They have completed their tenure of five
years and it is proposed to appoint M/s P. G. Bhagwat LLP, Chartered accountants. M/s
P. G. Bhagwat LLP, Chartered Accountants, having FRN 101118W/W100682
are proposed to be appointed as a Statutory Auditor for the period of 5 years i.e. from
the conclusion of the ensuing Annual General Meeting till the Annual General Meeting to be
held for the year 2031 at a remuneration as recommended by the Board and approved by the
members. They have confirmed their eligibility under Section 141 of the Companies Act,
2013 and the Rules framed thereunder for appointment as a Statutory Auditors of the
Company.
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 2025-26 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. Dhananjay
V. Joshi & Associates, Cost Accountants (Firm Registration
No.000030) have been newly 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. 2026-27. The Audit Committee of the Company has also
recommended the appointment of M/s. Dhananjay V. Joshi & 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 under sub-section
(1) of section 148 of the Companies Act, 2013. iv) Internal Auditor
The Board has continued to appoint Mr. Jitendra M. Patil, Chartered
Accountant and
Senior Officer -Accounts of the Company, as an Internal Auditor of the
Company for the F.Y. 2026-27 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. Hence there is no change in the appointment of Internal Auditor of the Company.
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, 2026, 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 definedunder Section 2(76) of the Companies Act, 2013 during
the 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 19, 2026 for the F.Y. 2026-27.
The particulars of related party transactions in prescribed Form AOC -
2 are attached as
Annexure I. 30. Board Evaluation
PursuanttotheprovisionsoftheCompaniesAct, 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 ers, Offic Closure, to
prevent its Directors, 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 Disclosureer-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 subSection (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 obtained 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 2026-27. As
required by SEBI Guidelines, a Corporate Governance Report, including the Auditor's
Certificate on Corporate
Governance is annexed as Annexure V. 40. 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
Offi alsoappointedMr.JitendraM.Patil,Sr.
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.
41. 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/
42. 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.
43. 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.
44. 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.
45. 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 |
|
|
Sachin R. Shirgaokar |
Sohan S. Shirgaokar |
| Place : Kolhapur |
Chairman & Managing Director |
Joint Managing Director |
| Date : May 19, 2026 |
DIN : 00254442 |
DIN : 00217631 |
|