Salasar Techno Engineering Ltd Directors Report

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

(In Crores)

S. Item Head No.	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 Companys Paidup Equity Share Capital comprising of 1,72,67,70,290 Equity Shares, 1,100 Equity Shares were held in Physical mode.

The Companys 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 Companys 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 LongTerm and ShortTerm Bank Facilities of the Company for an amount of 698.45 Crores.

S. Nature of Instrument No.	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 201718 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 Groups longterm 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 Honble National Company Law Tribunal (NCLT) for necessary directions and approval.

Scheme of Amalgamation of EMC Limited with and into Salasar Techno Engineering Limited on goingconcern 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 Indias 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 Honble 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 230232 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 Companys market position and service capabilities.

The proposed Scheme will result in improved resource deployment, access to new market segments, enhanced customer satisfaction, and longterm 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 Honble 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 Honble NCLT, Allahabad Bench, which was admitted and notices were issued to the Statutory Authorities including ROC, RD and the Income Tax

Statutory Reports

Department vide order dated May 13, 2025. The Final Petition has been fixed for hearing before the Honble 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 202425 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 AOC1 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 Companys website at . 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 Companys 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

Directors and Key Managerial Personnels

The Company has a professional Board with Executive Directors & NonExecutive 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 Companys 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 .

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 NonExecutive 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 NonExecutive 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 .

Reappointment 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 reappointment.

The information as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of Reappointment 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 NonIndependent 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 NonIndependent 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 NonExecutive 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 NonIndependent 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 Companys 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 Companys 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

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

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 Companys 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, decisionmaking, 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

A detailed Report on Corporate Governance pursuant to the requirements of the Listing Regulations forms part of the Annual Report as AnnexureB .

Business Responsibility & Sustainability Report (BRSR)

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility & Sustainability Report for the FY 202425 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:

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT7 for the Financial Year ended March 31, 2025 will be available on the website of the Company and can be accessed at the link:

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 arms 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 Companys 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 AOC2 is not applicable to your Company for FY 202425 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 Companys website and link for the same is Annexure4_RPTPolicy.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 (Firms 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 reappointment 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 reappointment, 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 reappointment.

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 selfexplanatory.

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 202425. 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

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 202526 to 202930. 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 selfexplanatory 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 202526. 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 202526.

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 Companys 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

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 202425 have been utilised for the purpose and in the manner as approved by the Board.

GenderWise 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 Companys 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 AntiSexual 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 zerotolerance 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 MechanismWhistleBlowerPolicy.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 202425	FY 202324
Foreign exchange earned	7,093.32	7,357.91
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 inline with the threat scenarios. Your Companys 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 202425 and 202526. The Companys 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 202425 and 202526.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ( PIT Code) to regulate, monitor and report trading in your Companys shares by your Companys 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 Companys shares and sharing Unpublished Price Sensitive Information ( UPSI) . The PIT Code covers your Companys 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 Companys website and link for the same is 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 Companys 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 decisionmaking of the Company. The CFO is responsible for ensuring the integrity of the Companys 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 Companys financial performance and business outlook, thereby contributing significantly to the Companys 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;

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

Sd/

Alok Kumar

Chairman and Managing Director DIN: 01474484

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys 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 Companys progress and achieving its business objectives.

Annexures

The following annexures form part of this Report:

a. Form AOC1 Annexure A

b. Corporate Governance Report Annexure B

c. Secretarial Audit Report (Form MR3) Annexure C

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

e. Corporate Social Responsibility Report Annexure E

Sd/

Shashank Agarwal

Joint Managing Director DIN:00316141

Date: August 30, 2025 Place: Noida