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DIRECTOR'S REPORT

Salasar Techno Engineering Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 1583.64 Cr. P/BV 2.25 Book Value (₹) 4.04
52 Week High/Low (₹) 15/7 FV/ML 1/1 P/E(X) 82.97
Bookclosure 30/09/2024 EPS (₹) 0.11 Div Yield (%) 0.00
Year End :2025-03 

Your directors are pleased to present the 24th (Twenty Fourth) Annual Report along with the Audited Financial Statements of your
Company for the Financial Year ended March 31, 2025
(“FY 2024-25" or “FY25").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, have been prepared in accordance with the applicable
Indian Accounting Standards
(“Ind AS"), and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations") and the provisions of the Companies Act, 2013 (“Act").

The summarized financial highlights are depicted below:

(In lakhs except EPS)

Particulars

CONSOLIDATED

STANDALONE

2024-25

2023-24

2024-25

2023-24

Revenue from operations

1,44,743.44

1,20,842.60

1,41,261.04

1,19,692.34

Other Income

726.38

347.64

501.76

341.58

Total Income

1,45,469.82

1,21,190.24

1,41,762.80

1,20,033.92

Expenditure other than Depreciation
and Finance cost

1,33,488.22

1,08,600.59

1,28,606.04

1,07,712.29

Depreciation and Amortisation
Expenses

1,941.91

1,021.46

1,221.91

1,021.19

Finance Cost

-Interest and Bank Charges

5,183.31

4,365.90

5,014.31

4,362.02

Total Expenses

1,40,613.44

1,13,987.95

1,34,842.26

1,13,095.50

Profit before exceptional items & tax

4,856.39

7,202.29

6,920.54

6,938.42

Exceptional items

(895.48)

-

-

-

Profit before Tax

3,960.91

7,202.29

6,920.54

6,938.42

Current Tax

1825.43

1,792.13

1748.24

1,690.91

Deferred Tax

222.40

116.84

101.30

116.84

Profit after tax (PAT)

1913.08

5,293.33

5071.00

5,130.67

Other Comprehensive Income (loss)

2,796.77

1.71

(21.78)

1.71

Total comprehensive income

4,709.85

5,295.04

5049.22

5,132.38

No. of Equity Shares (FV Re. 1)

17,267.70

15,785.26

17,267.70

15,785.26

Earnings per share (Basic)

0.11

0.34

0.30

0.33

Earnings per Share (Diluted)

0.11

0.34

0.30

0.33

Notes:

1. There are no material changes and commitments
affecting the financial position of your Company between
the end of the financial year and the date of this report.

2. Previous year figures have been re-grouped/re-arranged
wherever necessary.

3. There has been no change in nature of business of your
Company.

Performance Highlights

The key aspects of your Company's operational performance
during the FY 2024-25 are as follows:

Consolidated income, comprising Revenue from Operations
and other income, for FY 2024-25 was ' 1,45,469.82 Lakh as
against ' 1,21,190.24 Lakh in FY 2023-24.

Consolidated Profit before Tax for the FY 2024-25 was
' 3,960.91 Lakhs compared to ' 7,202.29 Lakhs in FY 2023-24.

Consolidated Profit after Tax for the FY 2024-25 was ' 1913.08
Lakhs compared to
' 5,293.33 Lakhs in FY 2023-24.

The detailed operational performance of your Company
has been comprehensively discussed in the Management
Discussion and Analysis Report, which forms part of this
Annual Report.

Business Operations

The Company is primarily engaged in the business of
Manufacturing and sale of galvanized and non-galvanized
steel structure including Telecom towers, Transmission line
towers including Railway Electrification (OHE), Solar panels
and pre-fabricated steel structure such as Bridges, Heavy
Steel Structure etc. The Company has (3) three manufacturing
units one (1) at Jindal Nagar, Hapur (UP) and two (2) at Khera
Dehat, Hapur (UP).

The Company is also engaged in execution of Engineering,
Procurement and Construction projects (EPC) for survey,
supply of materials, design, erection, testing & commissioning
on a turnkey basis.

The Business is divided in two major segments i.e. Steel
Structure segment and Engineering procurement &
construction segment.

Steel structure segment

Under this segment it mainly operates in following business
verticals: -

• Telecommunication Tower

• Transmission and Rail towers

• Solar Towers

• Poles

• Heavy Steel Structure

• Smart City Solutions
EPC Segment

The Company's EPC business primarily consists of the
manufacture and deployment of transmission towers and
railway electrification towers for its own EPC and Turnkey
Projects. It has completed around 885 kilometers of power
transmission lines and 720 kilometers of railway track.

Future Outlook

The Future outlook of the business of the Company in
different segment is as under: -

• Telecom industry: India's telecom tower sector is on a
steady growth path, with the total tower count estimated
at 0.40 million in 2024 and likely to expand to 0.50 million
by 2033. This translates into a projected CAGR of 1.6% for
the period 2025-2033. As highlighted in ICRA's May 2025
outlook, the industry is expected to remain stable and
resilient, supported by long-term leasing arrangements,

sustained tenancy additions, and a consistent stream of
cash flows.

• Transmission and Transmission Tower industry: India's
transmission tower market is set for strong growth,
driven by rising power demand, new transmission
corridors, infrastructure upgrades, and faster renewable
integration. Peak power demand touched 250 GW in FY
2024-25 and is projected to climb to 270 GW in 2025 and
446 GW by 2035.

• Renewable energy industry: India's renewable energy
sector, pegged at nearly US$ 24 billion in 2024, is on track
to expand to about US$ 37 billion by 2030, reflecting a
healthy CAGR of ~9%. This growth momentum is being
fuelled by supportive government policies and regulatory
initiatives, designed to fast-track clean energy adoption
and advance the national target of installing 500 GW of
non-fossil fuel capacity by 2030.

• Railway Electrification industry: Indian Railways aims
to fully electrify its broad-gauge network by FY 2025-26,
advancing its target of net-zero carbon emissions by 2030.
The move is projected to cut nearly 7.5 million tonnes of
CO2 emissions each year-comparable to shutting down
two coal-fired power plants.

• Heavy structural steel industry: India's heavy steel
structures sector is set for strong growth, supported
by rapid infrastructure development, rising industrial
activity, and policy measures promoting domestic
manufacturing and urbanisation. Flagship programmes
like the National Infrastructure Pipeline, PM Gati Shakti,
Make in India, and the Smart Cities Mission are fuelling
consistent demand for customised, high-strength steel
solutions.

Dividend

The Board of Directors ("the Board") of your Company, after
considering the relevant circumstances, has decided not to
recommend any dividend for the FY 2024-25.

Dividend Distribution Policy

The Dividend Distribution and Shareholder Return Policy, in
terms of Regulation 43A of the SEBI Listing Regulations is
available on your Company's website and link for the same is:
https://salasartechno.com/wp-content/uploads/2022/01/
Dividend-Distribution-Policy.pdf

Unclaimed Dividends

Details of outstanding and unclaimed dividends previously
declared and paid by your Company are given under the
Corporate Governance Report, which forms part of this
Annual Report.

Transfer to Reserves

During the year under review, the Company transferred
an amount of
' 19,864.68 lakhs to the Securities Premium

Account pursuant to the allotment of equity shares at a
premium under preferential issue, in compliance with the
applicable provisions of the Companies Act, 2013 read with
the rules made thereunder and the applicable provisions of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The closing balance of the retained earnings of your Company
for FY 2024-25, after all appropriations and adjustments, was
' 33,170.23 Lakhs. This amount includes the impact of Other
Comprehensive Income for the year.

Share Capital

(a) Authorised Share Capital

During the year under review, there was no change in the
authorised share capital of your Company. As on March 31,
2025, the Authorized Share Capital of the Company stood
at
' 225,00,00,000 (Rupees Two Hundred Twenty-Five
Crores only) divided into 2,25,00,00,000 (Two Hundred
Twenty-Five Crores) equity shares of face value of Re. 1/-
(Rupee One only) each.

(b) Issued, Subscribed and Paid-up Share Capital

As on March 31, 2025, the issued, subscribed, and
paid-up equity share capital of the Company stood at
' 1,72,67,70,290 (Rupees One Hundred Seventy-Two
Crores Sixty-Seven Lakhs Seventy Thousand Two
Hundred Ninety only), divided into 1,72,67,70,290 (One
Hundred Seventy-Two Crores Sixty-Seven Lakhs Seventy
Thousand Two Hundred Ninety) equity shares of face
value of Re. 1/- (Rupee One only) each.

(c) Changes in Paid-up Share Capital

During the year under review, the Company undertook the
following capital raising activities:

Allotment of Equity Shares (April 30, 2024)

The Company, at its Board Meeting held on April 30,
2024, allotted 11,57,43,890 equity shares of face value of

Re. 1/- each at an issue price of ' 14.40 per share (including
a premium of
' 13.40) to investors under the "Non¬
Promoter, Public Category", in compliance with Chapter V
of the SEBI (ICDR) Regulations, 2018.

Post allotment, the paid-up equity share capital increased
to
' 1,69,42,70,290 comprising 1,69,42,70,290 equity
shares of face value of
' 1/- each.

Warrants Allotment (April 30, 2024)

The Company, at its Board Meeting held on April 30, 2024,
also allotted 8,61,80,000 fully convertible warrants on
a preferential basis to "Promoter” and "Non-Promoter,
Public Category” investors, at a price of
' 14.40,
determined in accordance with Chapter V of SEBI ICDR
Regulations. Each warrant entitles the holder to subscribe
to one equity share - upon payment of the remaining 75%
of the issue price within 18 months. These warrants were
subject to lock-in as per regulatory requirements.
Warrant Conversion (May 07, 2024)

The Finance Committee, at its meeting held on May 07,
2024, approved the allotment of 3,25,00,000 equity
shares of Re. 1/- each to Coeus Global Opportunities Fund
upon conversion of an equal number of warrants, following
receipt of the balance 75% consideration amounting to
' 35.10 crore (' 10.80 per warrant).

As of March 31, 2025, 3,25,00,000 warrants held by Coeus
Global Opportunities Fund remain pending for conversion.
As a result of the above transactions, the paid-up equity
share capital of the Company stood at
' 1,72,67,70,290
comprising 1,72,67,70,290 equity shares of Re. 1/- each as
on March 31, 2025.

Details of Outstanding Warrants

As of March 31, 2025, the details of outstanding warrants
allotted on preferential basis to the Promoter and Non¬
Promoter, Public Category are as follows:

S.No.

Name of Allottees

Outstanding Warrants

A.

Promoters

1.

Shashank Agarwal

40,00,000

2.

Shalabh Agarwal

1,39,00,000

3.

Bharat Agarwal

32,80,000

Total (A)

2,11,80,000

B

Non-Promoters

1.

Coeus Global Opportunities Fund

3,25,00,000

Total (B)

3,25,00,000

Total (A B)

5.36.80.000

Utilisation of Proceeds of Preferential Issue

The Company made a preferential issue during the financial
year 2024-25 aggregating to
' 290.77 crores, comprising
issuance of Equity Shares of
' 166.67 crores and Fully
Convertible Warrants of
' 124.10 crores. Against the said

issue, the Company received ' 232.80 crores in the first
quarter of FY 2024-25, while no further proceeds were
received in the remaining quarters. The unutilized balance of
' 0.03 crores as on March 31, 2025, has been parked in the
Monitoring Account.

The details of utilisation of proceeds of Preferential issue are as follows:

S.

No.

Item Head

Amount as
proposed in the
Offer Document

Amount raised till
date i.e. March 31,
2025

Amount utilised

Total unutilized
amount

1.

Issue related expenses

7.77

232.80

0.21

0.03

2.

Financing of acquisition

178.00

179.27

3.

Working capital requirements

95.00

53.29

4.

Capital Expenditure including
towards development,
refurbishment and renovation of
Assets

10.00

Total

290.77

232.80

232.77

0.03

Depository

As on March 31, 2025, out of the Company's Paid-up Equity
Share Capital comprising of 1,72,67,70,290 Equity Shares,
1,100 Equity Shares were held in Physical mode.

The Company's Equity Shares are compulsorily tradable in
electronic form.

Shifting of Registered office from NCT of Delhi to
State of Uttar Pradesh

During the financial year under review, the Company
shifted its registered office from the National Capital
Territory (NCT) of Delhi to the State of Uttar Pradesh for
administrative convenience and better operational control.
The change became effective from June 29, 2024, and was
subsequently confirmed by the Registrar of Companies, Uttar
Pradesh, through issuance of a Certificate of Registration

on September 25, 2024. Consequent to the change in the
registered office, the Corporate Identity Number (CIN) of the
Company has been revised from
L23201DL2001PLC174076
(pertaining to Delhi) to L23201UP2001PLC209751 (pertaining
to Uttar Pradesh).

The new registered office address of the Company is:

Kh. No. 265, 281 to 288, Parsaun, Jindal Nagar, Hapur, Uttar
Pradesh - 201015

Credit Rating

Your Company's financial discipline and prudence is reflected
in the strong credit ratings ascribed by rating agencies.
During the Financial Year under review, the Credit Rating
Agency have assigned the following ratings for the Long-Term
and Short-Term Bank Facilities of the Company for an amount
of
' 698.45 Crores.

S.

No.

Nature of Instrument

Name of the
Instrument

Name of Credit Rating
Agency

Amount Rated
(In Crores)

Current Rating

1.

Long Term Instrument

Long Term Bank
Facilities

Infomerics Valuation
and Rating Ltd.

680.45

IVR A/RWDI (IVR A with
Rating Watch with
Developing Implication)

2.

Short Term Instrument

Short Term Bank
Facilities

Infomerics Valuation
and Rating Ltd.

18.00

IVR A1/RWDI (IVR A One
with Rating Watch with
Developing Implication)

Material Changes and Commitments affecting the
Financial Position of the Company, between the end
of the Financial Year and the date of the Report:

There are no material changes and commitments affecting
the financial position of the Company between the end of the
financial year and the date of this report.

Transfer to Investor Education and Protection Fund
(IEPF)

In accordance with Section 124 and other applicable
provisions of Companies Act, 2013 read with Investor
Education and Protection Fund (Accounting, Audit, Transfer
and Refund) Rules, 2016
('IEPF Rules'), all unclaimed dividends

are required to be transferred by the Company to the IEPF,
after completion of seven (7) years. Further, according to IEPF
Rules, the shares on which dividend has not been claimed by
the shareholders for seven (7) consecutive years or more shall
be transferred to the demat account of the IEPF Authority.

The company is in process to transfer the interim and final
dividend for financial year 2017-18 to IEPF. The Investor
Education and Protection Fund Authority, Ministry of
Corporate Affairs has vide its Circular dated July 16, 2025
requested the Companies to launch a 100 days Campaign -
"Saksham Niveshak'', an initiative to reach out to shareholders
whose dividend remain unpaid /unclaimed. This new
initiative under 100 Days Campaign "Saksham Niveshak” aims
to assist the shareholders in claiming their entitlements. As
a part of this program, the Company is rolling out a campaign
to create awareness among shareholders whose dividends
remain unpaid / unclaimed and to facilitate them in updating
their KYC, bank mandates, nominee details, and contact
information.

Accordingly, the Company has initiated these 100 days
campaign - "Saksham Niveshak", to enable our shareholders
to claim the unpaid/unclaimed dividend and to update their
details.

Scheme of Arrangement/Amalgamation

Scheme of Amalgamation of Hill View Infrabuild Limited
with and into Salasar Techno Engineering Limited on going-
concern basis

During the year, the Board of Directors, at its meeting held
on December 30, 2024, approved a Scheme of Amalgamation
for the merger of Hill View Infrabuild Limited (Transferor
Company), an unlisted public company under common
management, with Salasar Techno Engineering Limited
(Transferee Company).

The proposed amalgamation aims to consolidate group
operations, streamline the shareholding structure, and
enhance overall operational and financial efficiency. The
Transferor Company has historically provided strategic
investments and critical financial support to various Special
Purpose Vehicles (SPVs) of the Transferee Company, which
are engaged in infrastructure projects. The amalgamation is
expected to pool the physical, financial, and human resources
of both companies, eliminate duplicate regulatory and
compliance requirements, and create synergies by unifying
operations under a single entity.

This restructuring is in line with the Group's long-term
vision to build a stronger, more integrated enterprise and
is anticipated to result in enhanced shareholder value and
improved resource utilization. The Scheme is subject to

necessary approvals from shareholders, creditors, and
regulatory authorities.

The Scheme has been submitted to BSE/ NSE for their
approval and is currently under process with the said Stock
Exchanges. Upon receipt of approvals from the BSE and NSE,
the Scheme will be filed with the Hon'ble National Company
Law Tribunal (NCLT) for necessary directions and approval.

Scheme of Amalgamation of EMC Limited with and into
Salasar Techno Engineering Limited on going-concern basis

During the year, the Board of Directors, at its meeting held
on March 26, 2025, approved a Scheme of Amalgamation for
the merger of EMC Limited (Transferor Company), a wholly
owned subsidiary, with Salasar Techno Engineering Limited
(Transferee Company).

EMC Limited, one of India's pioneering EPC companies with
over seven decades of experience, was acquired by the
Company as a going concern through the liquidation process
under the Insolvency and Bankruptcy Code, 2016, pursuant
to the Order of the Hon'ble National Company Law Tribunal
(NCLT), Kolkata Bench, dated October 22, 2024. The NCLT
had granted certain reliefs and rights, including the right to
restructure or amalgamate EMC Limited under applicable
provisions of the Companies Act, 2013.

The present Scheme of Amalgamation, framed in accordance
with Sections 230-232 of the Companies Act, 2013, proposes
the merger of EMC Limited with the Company on a going
concern basis. The amalgamation seeks to consolidate the
operations and management of both companies, enable
optimal utilization of physical, financial, and human resources,
and achieve operational efficiencies and synergies. This move
is expected to reduce compliance requirements, streamline
the shareholding structure, and strengthen the Company's
market position and service capabilities.

The proposed Scheme will result in improved resource
deployment, access to new market segments, enhanced
customer satisfaction, and long-term business sustainability.
The Board believes that the amalgamation is in the best
interest of the Company, its shareholders, employees, and
other stakeholders and will further strengthen the growth
trajectory of the Company.

The Company filed applications before the Hon'ble National
Company Law Tribunal ("NCLT”), Kolkata Bench and Allahabad
Bench, and received the 1st Motion Orders from the respective
Benches on April 07, 2025 and May 01, 2025. Thereafter, the
Company filed the Final 2nd Motion Petition, being CP (CAA)
No. 13/ALD of 2025, before the Hon'ble NCLT, Allahabad
Bench, which was admitted and notices were issued to the
Statutory Authorities including ROC, RD and the Income Tax

Department vide order dated May 13, 2025. The Final Petition
has been fixed for hearing before the Hon'ble NCLT, Allahabad
Bench on August 28, 2025, for consideration and approval of
the Scheme.

Deposits from Public

During the year under review, the Company has not accepted
any public deposits falling within the ambit of Section 73
and 74 of the Companies Act, 2013 read with rules made
thereunder at the end of FY 2024-25 or the previous financial
year. There were no outstanding deposits as on date.

Particulars of loans, guarantees or investments

Your Company has disclosed the particulars of the loans given,
investments made or guarantees given or security provided
during the year as per the provisions of Section 186 of the
Companies Act, 2013, read with the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 34(3) and
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is given in the Notes to the
Standalone Financial Statements (Refer Note 52).

Subsidiaries, Joint Ventures and Associate
Companies

A list of subsidiaries/associates/joint ventures of your
Company is provided as part of the notes to the consolidated
financial statements.

Pursuant to the provisions of Sections 129, 134 and 136 of the
Companies Act, 2013 read with rules made thereunder and
Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has
prepared consolidated financial statements of the Company
and its subsidiaries and a separate statement containing the
salient features of financial statements of subsidiaries, joint
ventures and associates in Form AOC-1 as an "
Annexure - A
and forms part of this Annual Report.

The Company has formulated a policy on identification of
material subsidiaries in accordance with Regulation 16(1)(c) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same is hosted on the Company's
website at https://salasartechno.com/investors-newsroom/.
There is no material unlisted subsidiary of the Company.

The annual financial statements and related detailed
information of the subsidiary companies shall be made
available to the shareholders seeking such information
on all working days during business hours. The financial
statements of the subsidiary companies shall also be
available for inspection by any shareholder during working
hours at your Company's registered office and that of the
respective subsidiary companies concerned. In accordance

with Section 136 of the Act, the audited financial statements,
including the consolidated financial statement and related
information of your Company and the audited accounts of
each of its subsidiaries, are available on the website of your
Company https://salasartechno.com/investors-newsroom/

Directors and Key Managerial Personnels

The Company has a professional Board with Executive
Directors & Non-Executive Directors who bring the right mix
of knowledge, skills, and expertise and help the Company in
implementing the best Corporate Governance practices. As
on March 31, 2025, the Board of Directors of the Company
(“the Board") comprised 8 (Eight) Directors out of which 4
(Four) are Independent Directors and 4 (Four) are Executive
Directors, including 2 (Two) Women Director. The details
of Board and Committee composition, tenure of Directors,
and other details are available in the Corporate Governance
Report, which forms part of this Annual Report.

In terms of the requirement of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board
has identified core skills, expertise, and competencies of
the Directors in the context of your Company's business
for effective functioning. The key skills, expertise and core
competencies of the members of Board are detailed in the
Board of Directors section of Annual Report.

The terms and conditions of appointment of the Independent
Directors are in compliance with the provisions of the
Companies Act, 2013 and are placed on the website of the
Company https://salasartechno.com/investors-newsroom/ .

Appointment/Cessation/Change in Designation of
Directors

During the year under review, the following changes took
place in the Directorships:

Cessation:

• Mr. Sanjay Chandak (DIN: 07663328) ceased to be an
Independent Director of the Company with effect from
January 18, 2025, upon completion of his second term
of three (3) consecutive years, in accordance with the
provisions of Section 149(10) and (11) of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Board placed
on record its sincere appreciation for the valuable
contributions made by Mr. Chandak during his tenure.

• Mr. Vijay Kumar Jain (DIN: 00281757) also ceased to be
an Independent Director of the Company with effect from
January 18, 2025, upon completion of his second term
of three (3) consecutive years, in accordance with the
provisions of Section 149(10) and (11) of the Companies

Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Board expressed
its gratitude for the significant guidance and support
provided by Mr. Jain during his association with the
Company.

Appointment:

• Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
appointed
Mr. Jai Krishan Aggarwal (DIN: 01060175) as
a
Non-Executive Independent Director of the Company
with effect from
January 11, 2025, pursuant to the
provisions of Section 149, 152 and other applicable
provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. His appointment was subsequently approved by the
shareholders through a resolution passed by postal ballot
on
April 10, 2025.

• Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
appointed
Mr. Rajesh Agrawal (DIN: 08765416) as a Non¬
Executive Independent Director
of the Company with
effect from
January 11, 2025, in accordance with the
applicable provisions of the Companies Act, 2013 and SEBI
Listing Regulations. His appointment was also approved
by the shareholders through a resolution passed by postal
ballot on
April 10, 2025.

Re-appointment of Director(s) retiring by rotation

• In accordance with the provisions of Section 152 of the
Companies Act, 2013, read with rules made thereunder,
and the Articles of Association of your Company,
Mr. Shalabh Agarwal, Whole Time Director (DIN:
00316155)
, is liable to retire by rotation at the ensuing
AGM and being eligible, offers himself for re-appointment.

The information as required to be disclosed under Regulation
36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, in case of Re-appointment
of Mr. Shalabh Agarwal is provided in the Notice of the ensuing
24th Annual General Meeting (AGM).

Declaration from Independent Directors

The Company has received declarations from all its
Independent Directors under Section 149(7) of the Companies
Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, confirming
that they satisfy the criteria of independence prescribed
under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, are
not disqualified from continuing as Independent Directors,

that there has been no change in their circumstances
affecting such status, and that they have complied with the
Code for Independent Directors as specified in Schedule IV to
the Companies Act, 2013.

The Independent Directors have also given declaration
of compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of
Independent Directors maintained by the Indian Institute of
Corporate Affairs.

Key Managerial Personnel

As on the date of this report, following are the Key Managerial
Personnel
(''KMPs") of your Company as per Sections 2(51)
and 203 of the Companies Act, 2013:

• Mr. Alok Kumar, Chairman and Managing Director

• Mr. Shashank Agarwal, Joint Managing Director

• Mr. Shalabh Agarwal, Whole Time Director

• Ms. Tripti Gupta, Whole Time Director

• Mr. Pramod Kumar Kala, Chief Financial Officer

• Mr. Mohit Kumar Goel, Company Secretary

During the year under review, there were no change in the
KMPs of the Company.

Committees of the Board

As on March 31, 2025, the Board comprised the following
Statutory Committees pursuant to the applicable provisions
of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015:

Statutory Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

All these committees were reconstituted by the Board at its
meeting held on January 11, 2025.

Governance Committee:

• Finance Committee

Details of all the Committees such as terms of reference,
composition and meetings held during the year under review
are disclosed in the Corporate Governance Report, which
forms part of this Annual Report.

Number of meetings of the Board

The Board met 11 (Eleven) times during the year under review.
The intervening gap between the meetings did not exceed
120 days, as prescribed under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The details of board meetings and the
attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.

Independent Directors' Meeting

The Independent Directors met two (2) times during the
year without the attendance of Non-Independent Directors
and members of the management. They met on December
30, 2024 and March 26, 2025, to consider and approve the
Scheme of Arrangement/ Amalgamation. At these meetings,
the Independent Directors also reviewed the performance of
Non-Independent Directors, the Committees and the Board
as a whole along with the performance of the Chairman of
your Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information
between the management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.

Board Evaluation

The annual evaluation process of the Board of Directors,
individual Directors and Committees was conducted in
accordance with the provision of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Board evaluated its performance after seeking inputs
from all the Directors on the basis of criteria such as the Board
composition and structure, effectiveness of Board processes,
information and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs
from the committee members on the basis of criteria such as
the composition of Committees, effectiveness of Committee
meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the SEBI.

The Board and the Nomination and Remuneration Committee
reviewed the performance of individual Directors on the basis
of criteria such as the contribution of the individual Director
to the Board and Committee Meetings like preparedness on
the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance
of Non-Independent Directors and the Board as a whole was
evaluated. Additionally, they also evaluated the performance

of Chairman of the Board, taking into account the views of
other directors in the aforesaid Meeting. The Board also
assessed the quality, quantity and timeliness of flow of
information between the Company Management and the
Board that is necessary for the Board to effectively and
reasonably perform their duties. The above evaluations
were then discussed in the Board Meeting and performance
evaluation of independent directors was done by the entire
Board, excluding the Independent Director being evaluated.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning
of the Board and its Committees. The Committees are
functioning well and besides covering the Committees' terms
of reference, as mandated by applicable laws. The Board
was also satisfied with the contribution of Directors in their
individual capacities. The Board has full faith in the Chairman
leading the Board effectively and ensuring participation and
contribution from all the Board Members.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory
provisions, as applicable to your Company. The Board is
also updated on the operations, key trends and risk universe
applicable to your Company's business. These updates help
the Directors in keeping abreast of key changes and their
impact on your Company. An annual strategy retreat is
conducted by your Company where the Board provides its
inputs on the business strategy and long- term sustainable
growth for your Company. Additionally, the Directors also
participate in various programs/meetings where subject
matter experts apprise the Directors on key global trends.

Familiarisation Programme for Independent Directors

Independent Directors are familiarised about the Company's
operations and businesses. Interaction with the Business
heads and key executives of the Company is also facilitated.
Detailed presentations on important policies of the Company
are also made to the Directors. Direct meetings with the
Chairman are further facilitated to familiarise the incumbent
Director about the Company/its businesses and the group
practices.

The details of the familiarisation programme have been
posted on the website of the Company https://salasartechno.
com/investors-newsroom/

Policy on Directors' appointment and remuneration

Pursuant to Section 178(3) of the Companies Act, 2013, your
Company has framed a policy on Directors' appointment and
remuneration and other matters ("Remuneration Policy”)

which is available on the website of your Company and link
for the same is https://salasartechno.com/wp-content/
uploads/2022/01/Nomination-and-Remuneration-Policy.pdf

The Remuneration Policy for selection of Directors and
determining Directors' independence sets out the guiding
principles for the Nomination and Remuneration Committee
for identifying the persons who are qualified to become
the Directors. Your Company's Remuneration Policy is
directed towards rewarding performance based on review
of achievements. The Remuneration Policy is in consonance
with existing industry practice.

We affirm that the remuneration paid to the Directors is as
per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognises the importance of a diverse
Board in enhancing governance, decision-making, and
overall performance. The Board comprises professionals
with varied expertise in finance, law, engineering, and
business management. Diversity in gender, experience,
and background is considered during the appointment of
Directors. The Nomination and Remuneration Committee
ensures an appropriate mix of skills and perspectives. The
Company remains committed to fostering an inclusive and
balanced Board structure.

Succession Plan

Your Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management. The
Nomination and Remuneration Committee implements this
mechanism in concurrence with the Board.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board, to the best of their knowledge and based on the
information and explanations received from the management
of your Company, confirm that:

a. in the preparation of the Annual Financial Statements, the
applicable accounting standards have been followed and
there are no material departures;

b. they have selected such accounting policies and applied
them consistently and made judgements and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company at the end
of the financial year and of the profit of your Company for
that period;

c. proper and sufficient care has been taken for the
maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding
the assets of your Company and for preventing and
detecting fraud and other irregularities;

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

e. they have laid down internal financial controls to be
followed by your Company and that such internal financial
controls are adequate and operating effectively;

f. proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their
adequacy are included in the Management Discussion and
Analysis Report, which forms part of this Annual Report.

Risk Management

Your Company has a structured Risk Management Framework,
designed to identify, assess and mitigate risks appropriately.
The Board has formed a Risk Management Committee (RMC)
to frame, implement and monitor the risk management plan
for your Company. The RMC is responsible for reviewing the
risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of
financial risks and controls. The major risks identified by the
businesses are systematically addressed through mitigation
actions on a continual basis. Further, details on the Risk
Management activities, including the implementation of risk
management policy, key risks identified and their mitigations
are covered in Management Discussion and Analysis Report,
which forms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the
year under review, as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
is presented in a section forming part of this Annual Report.

Corporate Governance Report

Your Company is committed to maintain high standards of
corporate governance practices. The Corporate Governance
Report, as stipulated by SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms part of
this Annual Report along with the required certificate from a
Practicing Company Secretary, regarding compliance of the
conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has formulated and

implemented a Code of Conduct for all Board members and
senior management personnel of your Company
("Code of
Conduct")
, who have affirmed the compliance thereto. The
Code of Conduct is available on the website of your Company
and the link for the same is https://salasartechno.com/wp-
content/uploads/2022/03/code-of-conduct-Policy.pdf

A detailed Report on Corporate Governance pursuant to the
requirements of the Listing Regulations forms part of the
Annual Report as "
Annexure-B”.

Business Responsibility & Sustainability Report
(BRSR)

In accordance with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Business Responsibility
& Sustainability Report for the FY 2024-25 describing the
initiatives taken by your Company from an environment,
social and governance (ESG) perspective, forms part of this
Annual Report.

BRSR is available on the website of your Company and the
link for the same is: https://salasartechno.com/investors-
newsroom/

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Company in
Form MGT-7 for the Financial Year ended March 31, 2025 will be
available on the website of the Company and can be accessed
at the link: https://salasartechno.com/investors-newsroom/

Transactions with Related Parties

All transactions with related parties are placed before the
Audit Committee for its prior approval. An omnibus approval
from Audit Committee is obtained for the related party
transactions which are repetitive in nature.

All transactions with related parties entered into during
the year under review were at arm's length basis and in the
ordinary course of business and in accordance with the
provisions of the Companies Act, 2013 and the rules made
thereunder, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Company's Policy
on Related Party Transactions.

The Audit Committee comprises (3) Independent Directors
and (1) Executive Director of your Company. During the
year, the members of the Audit Committee abstained from
discussion and voting on agenda items in which they were
interested.

During the year, your Company has not entered into any
contracts, arrangements or transactions that fall under
the scope of Section 188 (1) of the Companies Act, 2013.

Accordingly, the prescribed Form AOC-2 is not applicable to
your Company for FY 2024-25 and hence, does not form part
of this report.

Your Company did not enter into any related party transactions
during the year under review, which could be prejudicial to the
interest of minority shareholders.

The Policy on Related Party Transactions is available on
your Company's website and link for the same is https://
salasartechno.com/wp-content/uploads/2025/05/
Annexure-4_RPT-Policy.pdf

Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, your Company has filed half yearly reports to the
stock exchanges, for the related party transactions.

Statutory Auditor & Auditor Report

Pursuant to Section 139 of the Companies Act, 2013, read with
rules made thereunder, as amended,
M/s VAPS & Company,
Chartered Accountants (Firm's Registration No. 003612N)

were appointed as Statutory Auditors of the Company, for a
term of 3 (Three) years to hold office till the conclusion of the
ensuing AGM to be held in the year 2025.

As recommended by the Audit Committee, the Board of
Directors of the Company approved the re-appointment of
M/s VAPS & Company, Chartered Accountants as Statutory
Auditors of the Company, to hold office for a second term of
five (5) consecutive years commencing from the conclusion
of the ensuing 24th AGM till the conclusion of 29th AGM of the
Company to be held in the year 2030, subject to your approval
being sought at the ensuing AGM.

Your Company has received a letter from M/s VAPS &
Company, Chartered Accountants, to the effect that their re¬
appointment, if made, would be within the prescribed limits
under Section 141 of the Companies Act, 2013, read with the
rules made thereunder and that they are not disqualified for
such re-appointment.

Mr. Praveen Kumar Jain, Partner of M/s VAPS & Company,
Chartered Accountants, was present at the Annual General
Meeting of the Company held on September 30, 2024.

The Statutory Auditors have issued unmodified opinions on
both the Standalone and Consolidated Financial Statements.
Their reports do not contain any qualifications, reservations,
adverse remarks, or disclaimers. The notes to the financial
statements, as referred to in the Auditors' Report, are self¬
explanatory.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies
Act, 2013, read with the rules made thereunder, the Board re-

appointed M/s. Deepika Madhwal & Associates, (ACS: 31234
CP: 14808), Practicing Company Secretaries
, to undertake
the Secretarial Audit of your Company for FY 2024-25. The
Secretarial Audit Report for the year under review is provided
as "
Annexure - C” to this report. There are no qualifications,
reservations, adverse remarks or disclaimers in the said
Secretarial Audit Report.

Pursuant to Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has submitted the Annual Secretarial Compliance
Report for the financial year under review to the Stock
Exchanges and the said report is also available on the website
of the Company at https://salasartechno.com/investors-
newsroom/

Further, pursuant to amended Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
and subject to your approval being sought at the ensuing AGM,
M/s. Deepika Madhwal & Associates, Practicing Company
Secretaries (CP No: 14808 and Peer Review Certificate No.
4217/2023), has been appointed as a Secretarial Auditors to
undertake the Secretarial Audit of your Company for a term
of five (5) consecutive years, to conduct the Secretarial Audit
of five consecutive financial years from 2025-26 to 2029¬
30. Secretarial Auditors have confirmed that they are not
disqualified to be appointed as a Secretarial Auditor and are
eligible to hold office as Secretarial Auditor of your Company.

The Company has received a written consent, eligibility letter
and other necessary declarations and confirmations from
M/s. Deepika Madhwal & Associates, stating that they satisfy
the criteria provided under Section 204 of the Companies Act,
2013 read with Regulation 24A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and that
the appointment, if made, shall be in accordance with the
applicable provisions of the Act and rules framed thereunder.
The requisite resolution for seeking approval of the members
of the Company for the said appointment is forming part of the
Notice of the 24th Annual General Meeting of the Company.

Explanation to Secretarial Auditors' Comment

In their report, the Secretarial Auditors have not made
any adverse remarks, qualifications or comments. The
observations, if any, are self-explanatory and do not call for
further explanation by the Board.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013,
the Company is required to have the audit of its cost
records conducted by a Cost Accountant. Based on the
recommendation of the Audit Committee, the Board of
Directors of the Company has approved the appointment of

M/s S Shekhar & Co., Cost Accountants (Membership No.
30477, FRN 000452)
as the Cost Auditors of the Company
to conduct cost audits for relevant products prescribed
under the Companies (Cost Records and Audit) Rules,
2014 for FY 2025-26. M/s S Shekhar & Co. have furnished a
certificate regarding their eligibility and consent for the said
appointment.

The Board of Directors, on the recommendation of the
Audit Committee, has approved the remuneration payable
to the Cost Auditor, subject to ratification by the Members
at the 24th Annual General Meeting. The resolution seeking
Members' approval for the same forms part of the Notice
convening the said Annual General Meeting.

The cost accounts and records of the Company are duly
prepared and maintained as required under Section 148(1) of
Companies Act, 2013.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014 (as amended from time to time), the Company is
required to appoint an Internal Auditor to conduct an internal
audit of its functions and operations.

Based on the recommendation of the Audit Committee, the
Board of Directors of the Company, at its meeting held on
May 30, 2025, approved the appointment of
M/s Alok Mittal
& Associates, Chartered Accountants, New Delhi (Firm
Registration No. 005717N)
as the Internal Auditor of the
Company for the financial year 2025-26.

M/s Alok Mittal & Associates has given consent to their
appointment and confirmed their eligibility to act as Internal
Auditors under Section 138 of the Companies Act, 2013 and
the applicable rules framed thereunder.

Secretarial Standards

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard
- 1 and Secretarial Standard - 2 issued by the Institute of
Company Secretaries of India (as amended).

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors,
Secretarial Auditor and Cost Auditor of your Company have not
reported any instances of fraud committed in your Company
by Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Companies Act, 2013.

Particulars of Employees

Your Company had 1215 employees as of March 31, 2025.

The information required under Section 197 of the Companies

Act, 2013, read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio of
remuneration of each Director and Key Managerial Personnel
to the median of employees' remuneration are provided in
"
Annexure - D” of this report.

The statement containing particulars of employees, as
required under Section 197 of the Companies Act, 2013,
read with rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Annual Report. The CSR policy is available on the website of
your Company and link for the same is https://salasartechno.
com/wp-content/uploads/2024/07/P-8-CSR-PLOICY.pdf

The Annual Report on CSR activities is annexed at "Annexure
- E
” and forms part of this report.

The Chief Financial Officer of your Company has certified
that CSR spends of your Company for FY 2024-25 have been
utilised for the purpose and in the manner as approved by the
Board.

Gender-Wise Composition of Employees

In alignment with the principles of diversity, equity, and
inclusion (DEI), the Company discloses below the gender
composition of its workforce as on the March 31, 2025.

• Male Employees: 1204

• Female Employees: 11

• Transgender Employees: Nil

This disclosure reinforces the Company's efforts to promote
an inclusive workplace culture and equal opportunity for all
individuals, regardless of gender.

Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,
2013

In compliance with the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act,
2013, and the rules framed thereunder, your Company has
implemented a comprehensive Anti-Sexual Harassment
Policy and established Internal Complaints Committee
(ICC). This Committee is empowered to address and resolve
complaints of sexual harassment.

The Committee conduct impartial investigations and render
decisions at their respective locations.

Your Company maintains a zero-tolerance policy toward
sexual harassment in the workplace, including remote work
environments. To reinforce this commitment, the ICC actively
conduct awareness programmes on sexual harassment
prevention. Additionally, all employees must complete
mandatory POSH (Prevention of Sexual Harassment) training
and certification to enhance sensitivity and awareness.

During the year under review, your Company has not received
any complaint pertaining to sexual harassment.

Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and
rules framed thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for
women employees. All eligible women employees are provided
with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing
breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made
in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has
established the necessary vigil mechanism for Directors and
employees in confirmation with Section 177 of the Companies
Act, 2013, and Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, to facilitate
reporting of the genuine concerns about unethical or
improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate
safeguards against victimisation of whistle blowers who avail
of the mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of
the Audit Committee. The said policy is uploaded on the
website of your Company and link for the same is https://
salasartechno.com/wp-content/uploads/2022/01/Vigil-
Mechanism-Whistle-Blower-Policy.pdf

During the Financial Year under review, there was no complaint
reported under the Vigil Mechanism (Whistle Blower Policy).

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

The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as required to be
given as per Section 134(3) (m) of the Companies Act, 2013

read with Rule 8(3) of the Companies (Accounts) Rules, 2014
as follows:

Conservation of Energy:

During the financial year under review, the Company
implemented specific measures across its various locations
related to energy conservation, technology absorption, and
foreign exchange earnings and outgo, these initiatives led to
a reduction in energy consumption:

(i) The Company is now using of furnace oil with LPG in the
zinc melting furnace of galvanizing plant at all the three (3)
Units. LPG is a more sustainable fuel than furnace oil and
minimizes environmental pollution and also leads to more
efficiency.

Technology Absorption:

(i) The efforts made towards technology absorption:

• Manufacturing process is continuously monitored to
ensure better productivity.

• The Company is using new technology machines
for better production and effective utilization of
resources.

(ii) The benefits derived:

• Improvement in product quality.

• Improved productivity and cost reduction

• Introduction of new and improved products.

(iii) In case of imported technology (imported during the last
three years reckoned from the beginning of the financial
year):

a. Technology imported: Not Applicable

b. Year of import: Not Applicable

c. Whether the technology been fully absorbed: Not
Applicable

d. If not fully absorbed, areas where absorption has not
taken place, and the reasons thereof: Not Applicable

(iv) The expenditure incurred on Research and Development
(R&D): No major expenses have been incurred on R&D.

Foreign exchange earnings and Outgo:

Following are the details of total foreign exchange earned and
used during the financial year:

(' in Lakh)

Particulars

FY 2024-25

FY 2023-24

Foreign exchange

7,093.32

7,357.91

earned

Foreign exchange used

-

-

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,
technology controls are being enhanced in-line with the
threat scenarios. Your Company's technology environment
is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines to
network, application and the data.

During the year under review, your Company did not face any
incidents or breaches or loss of data breach in Cyber Security.

Listing Fees

The Equity Shares of the Company are listed on the BSE
Limited (BSE) and the National Stock Exchange of India
Limited (NSE). The Company has paid the applicable listing
fees to the above Stock Exchanges for the financial years
2024-25 and 2025-26. The Company's shares are traded in
dematerialized segment for all investors compulsorily and
the Company had entered into agreements with the Central
Depository Services (India) Limited (CDSL) and National
Securities Depository Limited (NSDL) for custodial services.
The Company has paid Annual Custodial Fees to the above
Depositories for the financial years 2024-25 and 2025-26.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct (“PIT Code")
to regulate, monitor and report trading in your Company's
shares by your Company's designated persons and their
immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The PIT Code, inter alia,
lays down the procedures to be followed by designated
persons while trading/ dealing your Company's shares and
sharing Unpublished Price Sensitive Information
(“UPSI").
The PIT Code covers your Company's obligation to maintain
a digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarise
with the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of UPSI which
has been made available on your Company's website and
link for the same is https://salasartechno.com/wp-content/
uploads/2024/11/Code-of-Conduct-for-fair-disclosure-of-
UPSI.pdf

The Employees undergo mandatory training and certification
on this Code to enhance their awareness and ensure
compliance through sensitization.

Role of the Company Secretary in Overall Governance
Process (KMP)

The Company Secretary plays a vital role in ensuring effective
corporate governance by acting as a bridge between the
Board, management, regulators, and stakeholders. As key
managerial personnel, the Company Secretary ensures
compliance with applicable laws, regulations, and secretarial
standards, facilitates the conduct of Board and Committee
meetings, and supports the Board in discharging its fiduciary
responsibilities. The Company Secretary also advises the
Board on governance best practices and evolving regulatory
developments, thereby contributing to the Company's
commitment to transparency, integrity, and accountability.

Role of the Chief Financial Officer (KMP)

The Chief Financial Officer (CFO), designated as a Key
Managerial Personnel under the Companies Act, 2013,
plays a crucial role in the financial management and
strategic decision-making of the Company. The CFO is
responsible for ensuring the integrity of the Company's
financial reporting, compliance with accounting standards,
regulatory requirements, and timely preparation of financial
statements. The CFO also oversees budgeting, financial
planning, risk management, internal controls, and supports
the Board and Audit Committee by providing insights on
the Company's financial performance and business outlook,
thereby contributing significantly to the Company's overall
governance and sustainable growth.

General Disclosures

Neither the Chairman nor the Whole time Director of your
Company received any remuneration or commission from any
of the subsidiary of your Company.

Your directors state that during the year under review:

1. Your Company did not issue any equity shares with
differential rights as to dividend, voting or otherwise.

2. Your Company did not Issue of Shares (including Sweat
Equity Shares) to employees of your Company under any
scheme;

3. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and your Company's operation in future.

4. No application was made and no proceeding was pending
under the Insolvency and Bankruptcy Code, 2016.

5. No one time settlement of loan was obtained from the
Banks or Financial Institutions.

6. There were no revisions made in the financial statements
and Directors' Report of your Company.

Acknowledgements

The Board of Directors extends its sincere appreciation
to all stakeholders for their continued trust, cooperation,
and support. We are deeply grateful to our esteemed
shareholders, government authorities, regulatory bodies,
financial institutions and banks, customers, vendors, and
business partners for their valuable association with the
Company.

We also acknowledge the steadfast support and guidance
received from various statutory and regulatory authorities
throughout the year.

The Board places on record its heartfelt appreciation for
the commitment, dedication, and exemplary efforts of
all employees across the organization. Their unwavering
contribution has been instrumental in driving the Company's
progress and achieving its business objectives.

Annexures

The following annexures form part of this Report:

a. Form AOC-1- Annexure - A

b. Corporate Governance Report- Annexure - B

c. Secretarial Audit Report (Form MR-3)- Annexure - C

d. Information under sub-rule (1) of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014-
Annexure - D

e. Corporate Social Responsibility Report- Annexure - E

For and on behalf of the Board of Directors
For
SALASAR TECHNO ENGINEERING LIMITED

Sd/- Sd/-

Alok Kumar Shashank Agarwal

Chairman and Managing Director Joint Managing Director

DIN: 01474484 DIN:00316141

Date: August 30, 2025
Place: Noida

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Prevent Unauthorized Transactions in your demat account -> Update your Mobile Number and Email address with your Depository Participant. Receive alerts on your Registered Mobile and Email address for all debit and other important transactions in your demat account directly from CDSL on the same day….. issued in the interest of investors.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorize your bank to make payment in case of allotment. No worries for refund as the money remains in investor account.
Attention Investors :
Investors should be cautious on unsolicited emails and SMS advising to buy, sell or hold securities and trade only on the basis of informed decision. Investors are advised to invest after conducting appropriate analysis of respective companies and not to blindly follow unfounded rumours, tips etc. Further, you are also requested to share your knowledge or evidence of systemic wrongdoing, potential frauds or unethical behavior through the anonymous portal facility provided on BSE & NSE website.
Attention Investors :
Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020. || Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge. || Pay 20% upfront margin of the transaction value to trade in cash market segment. || Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 andNSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard. || Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month….. Issued in the interest of Investors.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.