Salasar Exteriors & Contour Ltd Directors Report

To,

The Members,

Our Directors have pleasure in presenting the Seventh (7^th) Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended March 31^st, 2025.

1. Financial Summary/ Performance of the Company:

(Rs. In Lakhs)

PARTICULARS	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024
Revenue from Operation	405.77	27.56
Other Income	0.00	421.97
Total Revenue	405.77	449.53
Cost of Materials consumed	293.13	63.05
Purchase of stock-in-trade	0.00	0.00
Change in inventories of Finished Goods, Work-in-Process and Stock-in-Trade	0.00	345.35
Employees benefits expenses	0.72	1.65
Finance Cost	0.00	0.00
Depreciation and Amortisation expense	4.74	4.74
Other Expenses	8.55	29.04
Total Expenses	307.14	443.83
Profit before exceptional and extraordinary items and tax	98.63	5.70
Exceptional Item	0.00	0.00
Profit before Tax	98.63	5.70
Less: Current Tax	25.00	0.00
Deferred Tax	0.00	0.00
Profit For the Year	73.63	5.70
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the year	73.63	5.70
Earning Per Share (EPS)
Basic	0.07	0.01
Diluted	0.07	0.01

2. 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, 2025

3. Transfer to Reserves

During the year under the review your company has not declared dividend from the general reserves of the Company.

4. Transfer of Unclaimed Dividend and Unclaimed Shares:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), no unpaid/unclaimed dividends were transferred during the year under review to the Investor Education and Protection Fund.

5. 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 405.77/- Lakhs in 2024-25 as against Rs. 449.53/- Lakhs in 2023-24 and achieved a profit of Rs.73.63/- Lakhs in 2024-25 as against Profit of Rs. 5.70/- Lakhs in 2023-24.

6. Nature of Business

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

7. Share Capital/ Capital Structure and Listing of Share

The Authorised Share capital of the Company as at 31^st March, 2025 is Rs. 26,50,00,000 divided into 26,50,00,000 equity shares of Rs. 1/- each.

Company has increased the Authorised Share Capital of the Company from existing Rs. 10,50,00,000 (Rupees Ten Crore Fifty Lakhs only) divided into 10,50,00,000 (Ten Crore Fifty Lakhs) Equity Shares of Re.1/- each to Rs 26,50,00,000 (Rupees Twenty-Six Crore Fifty Lakhs Only) divided into 26,50,00,000 (Twenty-Six Crore Fifty Lakhs) Equity Shares of Re. 1/- each with the approval of the Shareholders of the company through Extra Ordinary General Meeting held on Monday, 29^th January, 2024.

Note: Company was unable to file E-Form SH-7 within the prescribed time due to inadvertent oversight and unintentional delay in internal approvals and documentation. The Company is taking necessary steps to regularize the delay and ensure timely compliance in the future."

The Paid-up Share Capital of your Company as on 31^st March, 2025 is Rs. 10,29,48,350 divided into 10,29,48,350 equity shares of Rs. 1/- each.

8. Material changes and commitments affecting the financial position of the Company

No Material Changes and Commitments Affecting Financial Position of the Company after the end of financial year upto the date of this board report except that:

a. The Board considered and approved the establishment of Corporate office of the company w.e.f. 29^th May 2025 at 503, 6th Avenue, Mithakali Six Road, Above Sbi Bank. Ahmedabad, Gujarat.

b. The Board consider and approved the shifting of Registered Office of the Company 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.

9. Subsidiaries, Associate Companies and Joint Venture

The Company is not required to consolidate its financial statement for the year ended 31^st March, 2025 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, 2025 have also been prepared in accordance with Indian Accounting Standard (Ind AS).

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

The Company being engaged in the business of Trading of Unit Residential Buildings and Sell of Construction Services and does not have any energy utilization or technology absorption. The Company during the year under review does not have any inflow or outflow in foreign exchange.

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.

12. Board Meetings

During the year under review, the Board met Eight (8) 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:

S. No.	Date of Meeting	Total No. of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	21-06-2024	7	7	100
2	02-08-2024	8	8	100
3	21-08-2024	6	6	100
4	04-09-2024	6	6	100
5	05-10-2024	6	6	100
6	14-11-2024	6	6	100
7	22-11-2024	5	5	100
8	10-03-2025	5	5	100

13. 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, 2025:

i Mr. Ashok Kumar Sewda

ii Mr. Dinesh Kumar Biharilal Sharma

iii Mr. Prashant Suresh Sapkal

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:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	21-06-2024	3	3	100
2	02-08-2024	3	3	100
3	04-09-2024	3	3	100
4	14-11-2024	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, 2025:

i Mr. Ashok Kumar Sewda

ii Mr. Dinesh Kumar Biharilal Sharma

iii Mr. Prashant Suresh Sapkal

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:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	02-08-2024	3	3	100
2	04-09-2024	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, 2025:

i. Mr. Ashok Kumar Sewda

ii. Mr. Dinesh Kumar Biharilal Sharma

iii. Mr. Prashant Suresh Sapkal

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:

S. No.	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1	21-06-2024	3	3	100

14. 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, 2025 is available on the Companys website at

www.salasarexteriors.com

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.

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 reappointment 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. Mahesh Atmaram Kasar

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Mahesh Atmaram Kasar (DIN: 10725599) as an Additional Non- Executive Non-Independent Director of the Company with effect from 02^nd August, 2024 subject to Shareholders Approval in ensuing Annual General Meeting.

The above mentioned appointment has been approved by the shareholders in the 6^th Annual General Meeting held on 30^th September 2024.

2. Mr. Prashant Suresh Sapkal

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Prashant Suresh Sapkal (DIN: 10613064) as an Additional Non- Executive Non-Independent Director of the Company with effect from 02^nd August, 2024 subject to Shareholders Approval in ensuing Annual General Meeting.

The above mentioned appointment has been approved by the shareholders in the 6^th Annual General Meeting held on 30^th September 2024.

3. Mr. Sohilkumar Dineshkumar Patel

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Sohilkumar Dineshkumar Patel (DIN: 10877535) as an Additional Non- Executive Non-Independent Director of the Company with effect from 05^th July, 2025 subject to Shareholders Approval in ensuing Annual General Meeting.

4. Mr. Haren Pitamberbhai Rathod

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Haren Pitamberbhai Rathod (DIN 10654230) as an Additional Non- Executive Independent Director of the Company with effect from 05^th July, 2025 subject to Shareholders Approval in ensuing Annual General Meeting.

5. Mr. Brijeshkumar Prahladbhai Patel

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Brijeshkumar Prahladbhai Patel (DIN: 10877543) as an Additional Non- Executive Independent Director of the Company with effect from 05^th July, 2025 subject to Shareholders Approval in ensuing Annual General Meeting.

6. Ms. Aneri Kishorbhai Gami

The Board of Directors of Company based on the recommendation of the Nomination and Remuneration Committee has appointed Ms. Aneri Kishorbhai Gami (DIN 11183574) as an Additional Non- Executive Independent Director of the Company with effect from 05^th July, 2025 subject to Shareholders Approval in ensuing Annual General Meeting.

c) Cessation

1) Mr. Mintu Shambhunath Kar

Board received the resignation of Mr. Mintu Shambhunath Kar on 02^nd August, 2024 and board considered and accepted the Resignation of Mr. Mintu Shambhunath Kar from the

post of Additional Executive Director of the company with effect from 02^nd August, 2024.

2) Mr. Sujit Kumar Giri

Board received the resignation of Mr. Sujit Kumar Giri on 19^th August, 2024 and board considered and accepted the Resignation of Mr. Sujit Kumar Giri from the post of NonExecutive Independent Director of the company with effect from 19^th August, 2024.

3) Ms. Ishani Mintu Karandari

Board received the resignation of Ms. Ishani Mintu Kar on 19^th August, 2024 and board considered and accepted the Resignation of Ms. Ishani Mintu Kar from the post of Non- Executive-Non Independent Director of the company with effect from 19^th August, 2024

4) Mr. Videh Shree Kishan Joshi

Board received the resignation of Mr. Videh Shree Kishan Joshi on 22^nd November, 2024 and board considered and accepted the Resignation of Mr. Videh Shree Kishan Joshi from the post of Executive Director of the company with effect from 22^nd November, 2024.

5) Mr. Mahesh Atmaram Kasar

Board received the resignation of Mr. Mahesh Atmaram Kasar on 23^rd March, 2025 and board considered and accepted the Resignation of Mr. Mahesh Atmaram Kasar from the post of Non- Executive Non - Independent director of the company with effect from 23 ^rd March, 2025.

6) 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.

(7) 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.

(8) 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.

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. 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.

18. 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, 2025.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.

19. 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, 2025:

a) That in the preparation of the annual accounts for the financial year ending 31^st March, 2025, 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.

20. 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 hold office until the conclusion of this next Annual General Meeting of the Company, 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 shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and rules made thereunder, the Board of directors recommends the re-appointment of M/s Sarang Shivajirao Chavan & Associates, Chartered Accountants as Statutory Auditors of the Company for a period of 5 years, i.e., from the conclusion of this Annual General Meeting till the conclusion of the forthcoming 12th Annual General Meeting of the Company (i.e., for a period of 5 years) to be held in the calendar year 2030.

Further, the Company has received a written Certificate of eligibility cum Consent letter from M/s Sarang Shivajirao Chavan & Associates, Chartered Accountants to the effect that their reappointment, if made, would be in accordance with the conditions prescribed in section 139 and 141 of the Companies Act 2013 and rules made thereunder. Members are requested to consider their re-appointment

The Audit report on the financial statement of the Company for the FY 2024-25 forms part of the Annual Report. There are qualifications, reservations or adverse remarks or disclaimer made by M/s. Chandabhoy & Jassoobhoy, Chartered Accountants, in their report for the financial year ended 31^st March, 2025 are as follows:

a. List of Audit Qualification:

The company has unsecured loans amounting to Rs. 892.33 Lacs. Management has not charged interest on these loans, and relevant agreements along with cross confirmations are not available. In the absence of valid agreements and necessary confirmations, the accuracy of the balances and their interest-free status could not be verified, potentially impacting the fair presentation of liabilities and interest expenses.

Balance of GST Liability Rs. 15.85 Lacs pending for GST reconciliation. Reconciliation with the GST Online Portal has not been carried out, affecting the accuracy of GST Input Credit and the liability towards the government.

The company has trade payables amounting to Rs. 1148.56 Lacs; however, the bifurcation of Micro, Small, and Medium Enterprises (MSME) creditors has not been provided. Nondisclosure of MSME classification contravenes the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, impacting regulatory compliance and financial transparency.

Outstanding balances of Rs. 493.36 Lacs with certain suppliers remain unconfirmed. Absence of confirmations from these suppliers affects the reliability of liabilities disclosed in the financial statements.

A loan amounting to Rs. 944.74 Lacs remains unconfirmed from certain lenders. The absence of loan confirmations impacts the reliability of liabilities and financial disclosures.

We were unable to obtain sufficient appropriate audit evidence regarding the bank balances of the Company as at the balance sheet date, as the management did not provide

the necessary bank statements and bank reconciliation statements (BRS) for our verification. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of cash and bank balances, interest income, or any related disclosures in the financial statements.

We are in receipt of certain sales invoices; however, they are not supported with E-Way bills, Delivery Challans, or Transportation details. In the absence of these critical documents, we are unable to comment on the genuineness of the transactions.

With respect to purchases, the company has not provided Goods Inward Reports. Further, the company does not own or lease any godown facilities, raising concems over the storage of inventory. Management claims that the goods are traded directly from suppliers to customers without being held in the companys possession; however, in the absence of evidence, we are unable to verify this assertion.

The company has not maintained a Fixed Assets Register. The absence of a fixed asset register impairs our ability to verify the existence, condition, and valuation of the assets held by the company.

Management Response:

1. Unsecured Loans:

Steps have been initiated to draft formal agreements and secure necessary confirmations to ensure proper documentation and accuracy of unsecured loan balances.

2. GST Credit Receivables:

Work is underway to reconcile GST credits with the GST portal, and the company is prioritizing this to ensure complete accuracy of GST records.

3. MSME Classification of Creditors:

Efforts are being made to compile updated MSME details of all vendors to comply with the MSMED Act and enhance reporting standards.

4. Supplier Balances:

The company is actively engaging with suppliers to obtain balance confirmations and strengthen the reliability of its financial records.

5. Loan Confirmation:

Action has been taken to reach out to lenders, and formal confirmations are expected shortly to ensure transparency in loan disclosures.

Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or the Board or Central Government under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this report.

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 financial year ending 31^st March, 2025.

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”

21. Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Note No. 3 to the financial statements.

22. Unsecured Loan from Directors:

During the year under review, the Company has borrowed an unsecured loan from Directors of the Company are given in the Note No. 3 to the financial statements.

23. Shifting of Registered Office of the Company

During the year, on 05^th October, 2024 the Company has shifted its registered office from Office No. B Wing 802, 8^th Floor, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri East, Mumbai, Chakala Midc, Mumbai, Maharashtra, India, 400093 to 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 within the same city.

24. 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 at Note No. 37 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 quarterly 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.

25. 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.

26. 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.

27. 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.

28. Committees of Board

(i) 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.

(ii) Disclosure on Pubic Deposit

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

29. Managing the Risks of Fraud, Corruption and Unethical Business Practices Disclosure on Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle blower Policyas a part of its vigil mechanism. The purpose of this Policy is to enable any person including the directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable and improper practices and/or any unethical practices in the organization without the knowledge of the management.

All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud or violation of any law, rule or regulation, potential or actual violation, leakage of unpublished price sensitive information without fear of reprisal.

The Company believes in the conduct of its affairs and its constituents by adopting the highest standards of professionalism, honesty, integrity, and ethical behavior, in line with the Code of Conduct (‘Code). All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Code, policies or the law. Periodic awareness sessions are also conducted for the same.

The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy and the same may be accessed at the website of the Company.

30. 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.

31. Corporate Governance

Good Corporate practice is a norm at Salasar Exteriors and Contour Limited. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). Besides complying with the legal framework of Corporate Governance Practices. As per the requirement of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with the Stock Exchange(s), Your Company has complied with the Corporate Governance norms as stipulated under the Listing

Regulations. A detailed report on Corporate Governance forms part of this Annual Report.

32. Management Discussion & Analysis Report

As per requirements of Listing Regulations, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.

33. 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.

34. 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.salasarexterior.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.

35. 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.

36. Investor Services

To improve investor services, your Company has taken the following initiatives:-

• An Investor Relation Section on the website of the Company (www.salasarexterior.com) has been created to help investors to know the policies and rights of investors.

• There is a dedicated e-mail id salasarecl@gmail.com for sending communications to the Company Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.

37. Listing

The Companys equity shares are listed on NSE Limited (“NSE”) having nation-wide trading terminals.

38. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d) Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

e) During the period No fraud has been reported by the Auditors to the Audit Committee or the Board.

f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g) There was no instance of onetime settlement with any Bank or Financial Institution.

39. 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.

40. 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.

41. 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.

42. Appreciation

Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Companys resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

The Directors appreciate and value the contribution made by every member of the Salasar Exteriors and Contour Limited family.

By the order of the Board of Directors For Salasar Exteriors and Contour Limited

	Sd/-	Sd/-
Place: Mumbai	Shreekishan Joshi	Sohilkumar Dineshkumar Patel
Date: 01st September, 2025	Managing Director	Director
	(DIN: 05166595)	(DIN: 10877535)