Salasar Exteriors & Contour Ltd Directors Report

To, The Members,

Our Directors have pleasure in presenting the Eighth (8^th) Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended March 31^st, 2026.

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

The financial performance of the Company for the Financial Year ended March 31, 2026 is summarized below: -

(Rs. In Lakhs)

PARTICULARS	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025
Revenue from Operation	304.50	405.77
Other Income	0.00	0.00
Total Revenue	304.50	405.77
Cost of Materials consumed	234.35	293.13
Purchase of stock-in-trade	0.00	0.00
Change in inventories of Finished Goods, Work- in-Process and Stock-in-Trade	0.00	0.00
Employees benefits expenses	0.00	0.72
Finance Cost	0.00	0.00
Depreciation and Amortisation expense	1.94	4.74
Other Expenses	205.15	8.55
Total Expenses	441.15	307.14
Profit before exceptional and extraordinary items and tax	(136.95)	98.63
Exceptional Item	0	0.00
Profit before Tax	(136.95)	98.63
Less: Current Tax	0.00	0.00
Deferred Tax	30.00	(25.00)
Profit For the Year	(166.95)	73.63
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the year	(166.95)	73.63
Earning Per Share (EPS)
Basic	(1.62)	0.72
Diluted	(1.62)	0.72

2. OPERATIONS REVIEW AND THE STATE OF AFFAIRS OF THE COMPANY:

During the year under the review your Company focuses on achieving milestone in the same area. This would strengthen the generation and sustainability of revenue in the years to come. Your Company achieved total revenue of Rs.304.50 Lakhs in 2025-26 as against Rs. 405.77 Lakhs in 2024-25 and incurred a loss of Rs.166.95/- Lakhs in 2025-26 as against Profit of Rs.73.63/- Lakhs in 2024-25.

3. LISTING OF SECURITIES:

The Companys equity shares are listed on National Stock Exchange Limited ("NSE EMERGE") having nation-wide trading terminals.

4. TRANSFER TO RESERVES :

During the year the company has not proposed to transfer any amount to the General Reserve.

5. SHARE CAPITAL/ CAPITAL STRUCTURE AND LISTING OF SHARE:

The Authorised Share Capital of the Company as at 31st March, 2026 is Rs. 10,50,00,000 (Rupees Ten Crore Fifty Lakhs only) divided into 10,50,00,000 Equity Shares of Re. 1/- each.

The Members had approved the increase in Authorised Share Capital from Rs. 10,50,00,000 to Rs. 26,50,00,000 at the Extra Ordinary General Meeting held on Monday, 29th January, 2024, in contemplation of a proposed fund-raising exercise. However, the proposed fund-raising was not undertaken and e-Form SH-7 could not be filed due to inadvertent oversight and delay in internal approvals and documentation. Accordingly, the increased Authorised Share Capital was not reflected in the Master Data of the Company. The Company has now proposed to rescind the said resolution and restore the Authorised Share Capital to Rs. 10,50,00,000.

The Paid-up Share Capital of the Company as on 31st March, 2026 is Rs. 10,29,48,350 divided into 10,29,48,350 Equity Shares of Re. 1/- each.

6. DIVIDEND:

Your directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits in the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31^st, 2026.

7. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate "Annexure-III", together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. MATERIAL CHANGES AND COMMITMENTS DURING THE FINANCIAL YEAR:

a. Discontinuation of maintenance of Corporate Office of the Company:

During the financial year, the Board of Directors considered and approved the establishment of the Corporate Office of the Company with effect from 29^th May 2025 at Unit No. 503, 6th Avenue, Mithakali Six Road, Above SBI Bank, Navrangpura, Ahmedabad, Gujarat - 380009.

Subsequently, the Corporate Office of the Company situated at Unit No. 503, 6th Avenue, Mithakali Six Road, Above SBI Bank, Navrangpura, Ahmedabad, Ahmadabad City, Gujarat, India - 380009, was discontinued with effect from 20^th July 2026. Accordingly, all the Books of Account

and other statutory registers were transferred and maintained at the registered office of the Company.

b. Shifting of Registered Office within the same city:

The Board consider and approved the shifting of Registered Office of the Company w.e.f. 01^st September 2025 from Unit No 905, Shri Krishna Complex, OPP, Laxmi Industrial Plot No D6, New Link RD Andheri (West) Mumbai 400053 to B-3A, Ground Floor, Swapnalok Apts CHSL, Near Rajat Book Co Off Nagardas Road, Andheri East, Mumbai, Mogra, Andheri-400069, i.e., within the same city in which registered office of the company is situated.

c. Shifting of Registered Office from one state to another:

On 10^th September 2025, the Board of Directors of the Company considered and approved the proposal for shifting of the Registered Office of the Company from the State of Maharashtra to the State of Gujarat, along with the consequent alteration in Clause II of the Memorandum of Association ("MOA") of the Company, subject to the approval of the Members by way of Postal Ballot and other necessary approvals, wherever required.

Subsequently, the approval of the Members for the proposed shifting of the Registered Office from the State of Maharashtra to the State of Gujarat and the consequent alteration in Clause II of the MOA was obtained on 10^th October 2025.

Thereafter, on 26th December 2025, the Board of Directors considered and approved the withdrawal of the petition filed in relation to the shifting of the Registered Office of the Company from the State of Maharashtra to the State of Gujarat and the consequent alteration in Clause II of the MOA of the Company, as the requisite approval for the shifting of the Registered Office was not received.

Accordingly, the proposed shifting of the Registered Office from the State of Maharashtra to the State of Gujarat was not proceeded with.

9. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURE:

The Company is not required to consolidate its financial statement for the year ended 31^st March, 2026 as the Company does not have any subsidiaries, joint venture, or associate Companies.

10. INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian Accounting Standards ("Ind AS") from April 01, 2017 (transition date to Ind As is April 01, 2016) and the financial Statements have been prepared in accordance with recognition and measurement principal of Indian Accounting Standards ("Ind AS") as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the Companies Act, 2013.

The Annual Accounts for the year ended 31^st March, 2026 have also been prepared in accordance with Indian Accounting Standard (Ind AS).

11. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft copy of Annual Return as on March 31, 2026 is available on the Companys website at www.salasarexteriors.com

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board of Directors of the Company hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31^st, 2026:

a) That in the preparation of the annual accounts for the financial year ending 31^st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) That the directors had selected the 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 the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) That the directors had 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;

d) That the annual accounts/financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. INTERNAL FINANCIAL CONTROL:

According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company believes that a strong internal control framework is very much essential and is part of good corporate governance practices. Your Company has in place well defined and adequate internal financial control framework commensurate with the size and complexity of its business to ensure proper recording of financial &operational information, compliance of various internal control and other regulatory/statutory compliances. All internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on internal control.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one director shall be an independent director.

During the year under review, none of the condition as prescribed under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the company; hence the provision is not applicable.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

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.

The composition of Board of Director as on financial year ending 31^st March, 2026 is as follows:

Directors & Key Managerial Personnel	DIN/PAN	Designation	Date of Appointment	Date of Cessation
1. Shreekishan Joshi	05166595	Managing Director	09.03.2018	-
2. Brijeshkumar Prahladbhai Patel	10877543	Non Executive Independent Director	05.07.2025	-
3. Aneri Kishorbhai Gami	11183574	Non Executive Independent Director	05.07.2025	-
4. Sohilkumar Dineshkumar Patel	10877535	Non-Executive Non- Independent Director	05.07.2025	-
5. Haren Pitamberbhai Rathod	10654230	Non Executive Independent Director	05.07.2025	08.06.2026
6. Sohilkumar Dineshkumar Patel	EIKPP9341H	Chief Financial Officer	04.08.2025	-
7. Anushka Trivedi	BXPPT3368H	Company Secretary & Compliance Officer	04.08.2025	-

a) Retirement by Rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, One- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Sohilkumar Dineshkumar Patel (DIN: 10877535), Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, he has offered himself for re-appointment. Necessary resolution for his re-appointment are included in the Notice of AGM for seeking approval of members. The Board of Directors has recommended his re-appointment.

The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding re-appointment of Mr. Sohilkumar Dineshkumar Patel, his brief resume, the nature of expertise in specific functional areas, names of Companies in which he hold Directorships, committee Memberships/ Chairmanships, his shareholding in the Company etc., are furnished in the annexure to the notice of the ensuing AGM.

b) Appointment

1. Mr. Sohilkumar Dineshkumar Patel (DIN: 10877535) was appointed as a Non-Executive Non- Independent Director of the Company with effect from July 05, 2025. The said appointment was subsequently approved by the shareholders at the 7th Annual General Meeting held on September 29, 2025.

2. Mr. Haren Pitamberbhai Rathod (DIN: 10654230) was appointed as a Non-Executive Independent Director of the Company with effect from July 05, 2025.

3. Mr. Brijeshkumar Prahladbhai Patel (DIN: 10877543) was appointed as a Non-Executive Independent Director of the Company with effect from July 05, 2025.

4. Ms. Aneri Kishorbhai Gami (DIN: 11183574) was appointed as a Non-Executive Independent Director of the Company with effect from July 05, 2025.

5. Mr. Prakash Jasvantbhai Shukla (DIN: 11765475) was appointed as a Non-Executive Independent Director of the Company with effect from June 13, 2026, subject to the approval of the shareholders at the ensuing Annual General Meeting.

c) Cessation

1) Mr. Prashant Suresh Sapkal

Board received the resignation of Mr. Prashant Suresh Sapkal on 05^th July, 2025 and board considered and accepted the Resignation of Mr. Prashant Suresh Sapkal from the post of Non- Executive Non-Independent Director of the company with effect from 05^th July, 2025.

2) Mr. Ashok Kumar Sewda

Board received the resignation of Mr. Ashok Kumar Sewda on 05^th July, 2025 and board considered and accepted the Resignation of Mr. Ashok Kumar Sewda from the post of Non- Executive Independent Director of the company with effect from 05^th July, 2025.

3) Mr. Dinesh Kumar Biharilal Sharma

Board received the resignation of Mr. Dinesh Kumar Biharilal Sharma on 05^th July, 2025 and board considered and accepted the Resignation of Mr. Dinesh Kumar Biharilal Sharma from the post of Non-Executive Independent Director of the company with effect from 05^th July, 2025.

4) Mr. Haren Pitamberbhai Rathod

Board received the resignation of Mr. Haren Pitamberbhai Rathod on 08^th June, 2026 and board considered and accepted the Resignation of Mr. Haren Pitamber Rathod from the post of Non- Executive Independent Director of the company with effect from 08^th June, 2026.

Woman Director

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has appointed Aneri Kishorbhai Gami who is serving on the Board of the Company, from the year 2025.

16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Independent Directors have submitted their declaration of independence, stating that:

a) They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b); and

b) There has been no change in the circumstances affecting his/ their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

17. BOARD MEETING:

During the year under review, the Board met Nine (9) times.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

Date of Meeting	Total No. of Directors as on date of meeting	Attendance
		No. of Directors attended	% of Attendance
29.05.2025	4	4	100
05.07.2025	5	5	100
04.08.2025	5	5	100
01.09.2025	5	5	100
10.09.2025	5	5	100
12.11.2025	5	5	100
26.12.2025	5	5	100
31.01.2026	5	5	100
27.03.2026	5	5	100

18. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and other applicable legal provisions, if any, annual performance evaluation of Board was carried out by Independent Directors in their separate meeting. Further, evaluation of the committees was carried out by the Board. The performance evaluation of all the Directors was carried out individually by the Nomination and Remuneration Committee and in addition to it, performance evaluation of executive directors was also carried out by the Independent Directors at their separate meeting.

19. DIRECTORS PERFORMANCE EVALUATION REPORT:

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.

The Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The Board of Directors have carried out the annual evaluation of its own performance, the Individual Directors including the Chairman as well as the evaluation of the working of its Committees. The evaluation of Board as a whole and Non-Independent Directors including Chairman was done by the Independent Directors in their meeting held on 31^st March, 2026. The details of evaluation process of the Board, its Committees and individual directors, including independent directors have been provided under the Corporate Governance Report which forms part of this Report.

20. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME:

The Company has formulated a programme for familiarization of Independent Director with regard to roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company are available on the website of the Company at www.salasarexteriors.com. However, during the year under review, there was no change in the nature of business of the company and its business vertical/structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

The details of familiarisation program may be accessed on the Companys website.

21. AUDITORS:

i. Statutory Auditor and their Report

M/s Chandabhoy & Jassoobhoy, Chartered Accountants were appointed as Statutory Auditors of the company in the 6^th Annual General meeting held on 30^th September 2024 to hold office from the conclusion of 06^th Annual General Meeting till the conclusion of the 10^th Annual General Meeting to be held in the financial year 2027-28.

However, M/s Chandabhoy & Jassoobhoy (FRN: 101648W) resigned as statutory auditor of the company w.e.f. August, 21^st ,2025.

M/s Sarang Shivajirao Chavan & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company in the Board meeting held on 01^st September 2025, to fill up the casual vacancy caused due to Resignation of M/s Chandabhoy & Jassoobhoy, Chartered Accountants.

M/s Sarang Shivajirao Chavan & Associates, Chartered Accountants, being the Statutory Auditor of the company, were re-appointed at the 7th Annual General Meeting of the Company held on 29^th September 2025, for a period of 5 years, i.e., from the conclusion of the 7^th Annual General Meeting till the conclusion of the forthcoming 12th Annual General Meeting of the Company to be held in the calendar year 2030. The said re-appointment was made pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder.

The Audit Report on the financial statements of the Company for the financial year 2025-26 forms part of this Annual Report. There are no qualifications, reservations, adverse remarks or disclaimer made by M/s Sarang Shivajirao Chavan & Associates, Chartered Accountants, Statutory Auditors of the Company, in their report for the financial year ended 31st March, 2026.

ii. Cost Auditors and Maintenance of Cost Records

In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made there under read with the Companies (Accounts Rules) Amendment Rules, 2018, Cost audit is not applicable to the Company and therefore maintenance of cost records as specified under section 148(1) of the Act, is not required.

iii. Secretarial Auditors and Secretarial Audit Report

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s CS Vishakha Agarwal of M/s. Vishakha Agarwal & Associates, Company Secretaries, Indore as the Secretarial auditor of the Company for the term of 5 (Five) Financial Years i.e. commencing from Financial year 2025-26 till Financial year 2029-30.

The Secretarial Audit Report submitted by CS Vishakha Agarwal of M/s. Vishakha Agarwal & Associates, Company Secretaries in prescribed format in MR-3 to the shareholders of the Company is annexed to this Report as "Annexure-A".

22. RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, the Company has put in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.

The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves. The objective of any risk identification and assessment process is to evaluate the combination of like hood and level of negative impacts from an event. The three main components of risk assessment are business risk, service/ operational risk and external risk. The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision-making and compliance with applicable law and regulations. The Board has formulated policy on Risk Management Policy and it may be accessed at the website of the company.

23. CONSERVATION OF ENERGY:

Company ensures that the operations of the company are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

No specific investment has been made in reduction in energy consumption equipment.

As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

No steps have been taken for by the company for utilizing alternate sources of energy.

The Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as "Annexure-I" and forms part to this report.

24. TECHNOLOGY ABSORPTION:

Companys operations are conducted by using in-house know how and no outside technology is being used for operating activities. Therefore, there is no outside technology absorption in the company. The Company has not incurred expenditure on research and development activities during the year.

25. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review there was no foreign exchange earnings or out flow.

26. PARTICULARS OF EMPLOYEES:

Section 197 of companies act, 2013 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to company as no employee of company is in receipt of remuneration exceeding the limit as mentioned in relevant provision.

27. COMMITTEE MEETINGS

a. AUDIT COMMITTEE

Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report.

The terms of reference of Audit Committee are confined to Companies Act 2013 & Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Part-C of Schedule II.

During the year under review, the Board has accepted all the recommendations of the Audit Committee. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee consists of the following members as on March 31, 2026:

i Mr. Haren Pitamberbhai Rathod.

ii Mr. Brijeshkumar Prahladbhai Patel

iii Mr. Sohilkumar Dineshkumar Patel

During the year under review, the Audit Committee met 4 (Four) times.

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

Date of Meeting	Total No of Directors as on date of meeting	Attendance
		No. of Directors attended	% of Attendance
29.05.2025	3	3	100
05.07.2025	3	3	100
01.09.2025	3	3	100
12.11.2025	3	3	100

b. Nomination and Remuneration Committee

The Company has formed the Nomination and Remuneration Committee in accordance with the provisions of the Section 178 Companies Act 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report forming part of this report

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Committee consists of the following members as on March 31, 2026:

i Mr. Haren Pitamberbhai Rathod.

ii Mr. Brijeshkumar Prahladbhai Patel

iii Ms. Aneri Kishorbhai Gami

During the year under review, the Nomination and Remuneration Committee met 2 (Two) times.

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

Date of Meeting	Total No of Directors as on date of meeting	Attendance
		No. of Directors attended	% of Attendance
05.07.2025	3	3	100
04.08.2025	3	3	100

c. Stakeholders Relationship Committee

The Company has also formed Stakeholders Relationship Committee in compliance to the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report forming part of this report

The composition of the Stakeholders Relationship Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The Stakeholders Relationship Committee consists of the following members as on March 31, 2026:

i. Mr. Haren Pitamberbhai Rathod.

ii. Mr. Brijeshkumar Prahladbhai Patel

iii. Mr. Sohilkumar Dineshkumar Patel

During the year under review, the Stakeholders Relationship Committee met 1 (One) times.

Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its Meeting held during the year under review:

Date of Meeting	Total No of Directors as on date of meeting	Attendance
		No. of Directors attended	% of Attendance
10.09.2025	3	3	100

28. PARTICULARS OF LOANS, GUARANTEES OR/AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement.

29. DISCLOSURE REQUIREMENT:

As per the Provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditors certificate there on and management discussion and analysis are attached, which form part of this report.

Details of the familiarization program of the independent directors are available on the website of the Company www.salasarexteriors.com

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The whistle blowing Policy is available on the companys website at www.salasarexteriors.com

30. SEXUAL HARASSMENT OF WOMAN AT WORK PLACE:

The Company has zero tolerance for sexual harassment at workplace and had in place policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act) and Rules made thereunder.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013(POSH Act) and Rules made thereunder, the Company has constituted Internal Committees (IC). Our POSH Policy is now inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI+ community. During the year, company has not received any sexual harassment complaints.

To build awareness in this area, the Company has been conducting induction/refresher programmes in the organization on a continuous basis. During the year, your Company organised offline training sessions on the topics of Gender Sensitisation and Code Policies including POSH for all office and factory-based employees.

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

31. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1):

With reference to Section 134 (3)(h) of the Act, all the contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were approved by the Audit Committee and wherever required, also by the Board of Directors.

All related party transactions that were entered into during the financial year were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

The disclosure of material related party transactions as required under Section 134(3)(h) of the Act in Form No. AOC-2 is annexed to this Report as "Annexure-II".

All related party transactions are approved/ reviewed by the Audit Committee on quarterly basis, with all the necessary details and are presented to the Board and taken on record. The Board has formulated policy on Related Party Transactions and it may be accessed at the website of the company.

All the related party transactions under Ind AS-24 have been disclosed to the standalone financial statements forming part of this Annual Report.

A confirmation as to compliance of Related Party Transactions as per Listing Regulations is also sent to the Stock Exchanges along with the half yearly compliance report on Corporate Governance. Disclosure of related party transactions on a consolidated basis is also sent to the Stock Exchanges after publication of standalone financial results for the half year.

32. FIXED DEPOSITS/ DEPOSITS:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Our Company has not accepted deposit from the public falling with in the ambit of Section 73 of the Companies Act, 2013 along with Companies (Acceptance of Deposits) rules, 2014.

33. DISCLOSURE UNDER SECTION 164 (2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE:

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.

35. PARTICIPATION IN THE GREEN INITIATIVE:

Our Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e- mail addresses to their Depository Participant.

36. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS. 2015:

Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board to Directors has formulated and adopted the "Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company.

The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading" (Code of Conduct) of the company as prescribed under Regulation 9 of the said Regulation.

37. NATURE OF BUSINESS:

There is no change in the nature of business of the company during the year.

38. POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION:

Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management.

The salient features of the Policy are:

• It provides the diversity on the Board of the Company and

• It provides the mechanism for performance evaluation of the Directors

• It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non-Executive Directors.

• It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

• It lays down the parameters for remuneration payable to Director for services rendered in other capacity.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company. During the year under review, there were no substantive changes in the Policy except to align the Policy with amendments made to applicable laws.

39. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the year, on 01^st September, 2025 the Company has shifted its registered office from Unit No 905, Shri Krishna Complex, OPP, Laxmi Industrial Plot No D6, New Link RD Andheri (West) Mumbai 400053, Andheri, Mumbai, Mumbai, Maharashtra, India, 400053 to B-3A, Ground Floor, Swapnalok Apts CHSL, Near Rajat Book Co Off Nagardas Road, Andheri East, Mumbai, Mogra, Andheri-400069, i.e., within the same city.

40. INTERNAL AUDIT:

At the beginning of each financial year, an audit plan is rolled out with approval of the Companys Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

41. SECRETARIAL STANDARDS:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

42. 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.

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has neither availed any loan from banks or financial institution and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.

45. ACKNOWLEDGEMENTS:

The Board of Directors of your Company acknowledges their sincere appreciation for the support extended by the statutory authorities, the stock exchanges, advisors, shareholders and staff of the Company for the valuable assistance, support and co-operation extended to the Company and continuous support and faith reposed in the Company.

	By the order of the Board of Directors
	For Salasar Exteriors and Contour Limited
	Sd/-	Sd/-
Place: Mumbai	Shreekishan Joshi	Sohilkumar Dineshkumar Patel
Date: 04th September, 2026	Managing Director	Director
	(DIN: 05166595)	(DIN: 10877535)