Your directors are pleased to present the 24th (Twenty Fourth) Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2025 (“FY 2024-25" or “FY25").
Financial Performance
The Audited Financial Statements of your Company as on March 31, 2025, have been prepared in accordance with the applicable Indian Accounting Standards (“Ind AS"), and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations") and the provisions of the Companies Act, 2013 (“Act").
The summarized financial highlights are depicted below:
(In lakhs except EPS)
|
Particulars
|
CONSOLIDATED
|
STANDALONE
|
| |
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Revenue from operations
|
1,44,743.44
|
1,20,842.60
|
1,41,261.04
|
1,19,692.34
|
|
Other Income
|
726.38
|
347.64
|
501.76
|
341.58
|
|
Total Income
|
1,45,469.82
|
1,21,190.24
|
1,41,762.80
|
1,20,033.92
|
|
Expenditure other than Depreciation and Finance cost
|
1,33,488.22
|
1,08,600.59
|
1,28,606.04
|
1,07,712.29
|
|
Depreciation and Amortisation Expenses
|
1,941.91
|
1,021.46
|
1,221.91
|
1,021.19
|
|
Finance Cost
|
|
|
|
|
|
-Interest and Bank Charges
|
5,183.31
|
4,365.90
|
5,014.31
|
4,362.02
|
|
Total Expenses
|
1,40,613.44
|
1,13,987.95
|
1,34,842.26
|
1,13,095.50
|
|
Profit before exceptional items & tax
|
4,856.39
|
7,202.29
|
6,920.54
|
6,938.42
|
|
Exceptional items
|
(895.48)
|
-
|
-
|
-
|
|
Profit before Tax
|
3,960.91
|
7,202.29
|
6,920.54
|
6,938.42
|
|
Current Tax
|
1825.43
|
1,792.13
|
1748.24
|
1,690.91
|
|
Deferred Tax
|
222.40
|
116.84
|
101.30
|
116.84
|
|
Profit after tax (PAT)
|
1913.08
|
5,293.33
|
5071.00
|
5,130.67
|
|
Other Comprehensive Income (loss)
|
2,796.77
|
1.71
|
(21.78)
|
1.71
|
|
Total comprehensive income
|
4,709.85
|
5,295.04
|
5049.22
|
5,132.38
|
|
No. of Equity Shares (FV Re. 1)
|
17,267.70
|
15,785.26
|
17,267.70
|
15,785.26
|
|
Earnings per share (Basic)
|
0.11
|
0.34
|
0.30
|
0.33
|
|
Earnings per Share (Diluted)
|
0.11
|
0.34
|
0.30
|
0.33
|
Notes:
1. There are no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report.
2. Previous year figures have been re-grouped/re-arranged wherever necessary.
3. There has been no change in nature of business of your Company.
Performance Highlights
The key aspects of your Company's operational performance during the FY 2024-25 are as follows:
Consolidated income, comprising Revenue from Operations and other income, for FY 2024-25 was ' 1,45,469.82 Lakh as against ' 1,21,190.24 Lakh in FY 2023-24.
Consolidated Profit before Tax for the FY 2024-25 was ' 3,960.91 Lakhs compared to ' 7,202.29 Lakhs in FY 2023-24.
Consolidated Profit after Tax for the FY 2024-25 was ' 1913.08 Lakhs compared to ' 5,293.33 Lakhs in FY 2023-24.
The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
Business Operations
The Company is primarily engaged in the business of Manufacturing and sale of galvanized and non-galvanized steel structure including Telecom towers, Transmission line towers including Railway Electrification (OHE), Solar panels and pre-fabricated steel structure such as Bridges, Heavy Steel Structure etc. The Company has (3) three manufacturing units one (1) at Jindal Nagar, Hapur (UP) and two (2) at Khera Dehat, Hapur (UP).
The Company is also engaged in execution of Engineering, Procurement and Construction projects (EPC) for survey, supply of materials, design, erection, testing & commissioning on a turnkey basis.
The Business is divided in two major segments i.e. Steel Structure segment and Engineering procurement & construction segment.
Steel structure segment
Under this segment it mainly operates in following business verticals: -
• Telecommunication Tower
• Transmission and Rail towers
• Solar Towers
• Poles
• Heavy Steel Structure
• Smart City Solutions EPC Segment
The Company's EPC business primarily consists of the manufacture and deployment of transmission towers and railway electrification towers for its own EPC and Turnkey Projects. It has completed around 885 kilometers of power transmission lines and 720 kilometers of railway track.
Future Outlook
The Future outlook of the business of the Company in different segment is as under: -
• Telecom industry: India's telecom tower sector is on a steady growth path, with the total tower count estimated at 0.40 million in 2024 and likely to expand to 0.50 million by 2033. This translates into a projected CAGR of 1.6% for the period 2025-2033. As highlighted in ICRA's May 2025 outlook, the industry is expected to remain stable and resilient, supported by long-term leasing arrangements,
sustained tenancy additions, and a consistent stream of cash flows.
• Transmission and Transmission Tower industry: India's transmission tower market is set for strong growth, driven by rising power demand, new transmission corridors, infrastructure upgrades, and faster renewable integration. Peak power demand touched 250 GW in FY 2024-25 and is projected to climb to 270 GW in 2025 and 446 GW by 2035.
• Renewable energy industry: India's renewable energy sector, pegged at nearly US$ 24 billion in 2024, is on track to expand to about US$ 37 billion by 2030, reflecting a healthy CAGR of ~9%. This growth momentum is being fuelled by supportive government policies and regulatory initiatives, designed to fast-track clean energy adoption and advance the national target of installing 500 GW of non-fossil fuel capacity by 2030.
• Railway Electrification industry: Indian Railways aims to fully electrify its broad-gauge network by FY 2025-26, advancing its target of net-zero carbon emissions by 2030. The move is projected to cut nearly 7.5 million tonnes of CO2 emissions each year-comparable to shutting down two coal-fired power plants.
• Heavy structural steel industry: India's heavy steel structures sector is set for strong growth, supported by rapid infrastructure development, rising industrial activity, and policy measures promoting domestic manufacturing and urbanisation. Flagship programmes like the National Infrastructure Pipeline, PM Gati Shakti, Make in India, and the Smart Cities Mission are fuelling consistent demand for customised, high-strength steel solutions.
Dividend
The Board of Directors ("the Board") of your Company, after considering the relevant circumstances, has decided not to recommend any dividend for the FY 2024-25.
Dividend Distribution Policy
The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Company's website and link for the same is: https://salasartechno.com/wp-content/uploads/2022/01/ Dividend-Distribution-Policy.pdf
Unclaimed Dividends
Details of outstanding and unclaimed dividends previously declared and paid by your Company are given under the Corporate Governance Report, which forms part of this Annual Report.
Transfer to Reserves
During the year under review, the Company transferred an amount of ' 19,864.68 lakhs to the Securities Premium
Account pursuant to the allotment of equity shares at a premium under preferential issue, in compliance with the applicable provisions of the Companies Act, 2013 read with the rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was ' 33,170.23 Lakhs. This amount includes the impact of Other Comprehensive Income for the year.
Share Capital
(a) Authorised Share Capital
During the year under review, there was no change in the authorised share capital of your Company. As on March 31, 2025, the Authorized Share Capital of the Company stood at ' 225,00,00,000 (Rupees Two Hundred Twenty-Five Crores only) divided into 2,25,00,00,000 (Two Hundred Twenty-Five Crores) equity shares of face value of Re. 1/- (Rupee One only) each.
(b) Issued, Subscribed and Paid-up Share Capital
As on March 31, 2025, the issued, subscribed, and paid-up equity share capital of the Company stood at ' 1,72,67,70,290 (Rupees One Hundred Seventy-Two Crores Sixty-Seven Lakhs Seventy Thousand Two Hundred Ninety only), divided into 1,72,67,70,290 (One Hundred Seventy-Two Crores Sixty-Seven Lakhs Seventy Thousand Two Hundred Ninety) equity shares of face value of Re. 1/- (Rupee One only) each.
(c) Changes in Paid-up Share Capital
During the year under review, the Company undertook the following capital raising activities:
Allotment of Equity Shares (April 30, 2024)
The Company, at its Board Meeting held on April 30, 2024, allotted 11,57,43,890 equity shares of face value of
Re. 1/- each at an issue price of ' 14.40 per share (including a premium of ' 13.40) to investors under the "Non¬ Promoter, Public Category", in compliance with Chapter V of the SEBI (ICDR) Regulations, 2018.
Post allotment, the paid-up equity share capital increased to ' 1,69,42,70,290 comprising 1,69,42,70,290 equity shares of face value of ' 1/- each.
Warrants Allotment (April 30, 2024)
The Company, at its Board Meeting held on April 30, 2024, also allotted 8,61,80,000 fully convertible warrants on a preferential basis to "Promoter” and "Non-Promoter, Public Category” investors, at a price of ' 14.40, determined in accordance with Chapter V of SEBI ICDR Regulations. Each warrant entitles the holder to subscribe to one equity share - upon payment of the remaining 75% of the issue price within 18 months. These warrants were subject to lock-in as per regulatory requirements. Warrant Conversion (May 07, 2024)
The Finance Committee, at its meeting held on May 07, 2024, approved the allotment of 3,25,00,000 equity shares of Re. 1/- each to Coeus Global Opportunities Fund upon conversion of an equal number of warrants, following receipt of the balance 75% consideration amounting to ' 35.10 crore (' 10.80 per warrant).
As of March 31, 2025, 3,25,00,000 warrants held by Coeus Global Opportunities Fund remain pending for conversion. As a result of the above transactions, the paid-up equity share capital of the Company stood at ' 1,72,67,70,290 comprising 1,72,67,70,290 equity shares of Re. 1/- each as on March 31, 2025.
Details of Outstanding Warrants
As of March 31, 2025, the details of outstanding warrants allotted on preferential basis to the Promoter and Non¬ Promoter, Public Category are as follows:
|
S.No.
|
Name of Allottees
|
Outstanding Warrants
|
|
A.
|
Promoters
|
|
|
1.
|
Shashank Agarwal
|
40,00,000
|
|
2.
|
Shalabh Agarwal
|
1,39,00,000
|
|
3.
|
Bharat Agarwal
|
32,80,000
|
| |
Total (A)
|
2,11,80,000
|
|
B
|
Non-Promoters
|
|
|
1.
|
Coeus Global Opportunities Fund
|
3,25,00,000
|
| |
Total (B)
|
3,25,00,000
|
| |
Total (A B)
|
5.36.80.000
|
Utilisation of Proceeds of Preferential Issue
The Company made a preferential issue during the financial year 2024-25 aggregating to ' 290.77 crores, comprising issuance of Equity Shares of ' 166.67 crores and Fully Convertible Warrants of ' 124.10 crores. Against the said
issue, the Company received ' 232.80 crores in the first quarter of FY 2024-25, while no further proceeds were received in the remaining quarters. The unutilized balance of ' 0.03 crores as on March 31, 2025, has been parked in the Monitoring Account.
The details of utilisation of proceeds of Preferential issue are as follows:
|
S.
No.
|
Item Head
|
Amount as proposed in the Offer Document
|
Amount raised till date i.e. March 31, 2025
|
Amount utilised
|
Total unutilized amount
|
|
1.
|
Issue related expenses
|
7.77
|
232.80
|
0.21
|
0.03
|
|
2.
|
Financing of acquisition
|
178.00
|
179.27
|
|
3.
|
Working capital requirements
|
95.00
|
53.29
|
|
4.
|
Capital Expenditure including towards development, refurbishment and renovation of Assets
|
10.00
|
|
| |
Total
|
290.77
|
232.80
|
232.77
|
0.03
|
Depository
As on March 31, 2025, out of the Company's Paid-up Equity Share Capital comprising of 1,72,67,70,290 Equity Shares, 1,100 Equity Shares were held in Physical mode.
The Company's Equity Shares are compulsorily tradable in electronic form.
Shifting of Registered office from NCT of Delhi to State of Uttar Pradesh
During the financial year under review, the Company shifted its registered office from the National Capital Territory (NCT) of Delhi to the State of Uttar Pradesh for administrative convenience and better operational control. The change became effective from June 29, 2024, and was subsequently confirmed by the Registrar of Companies, Uttar Pradesh, through issuance of a Certificate of Registration
on September 25, 2024. Consequent to the change in the registered office, the Corporate Identity Number (CIN) of the Company has been revised from L23201DL2001PLC174076 (pertaining to Delhi) to L23201UP2001PLC209751 (pertaining to Uttar Pradesh).
The new registered office address of the Company is:
Kh. No. 265, 281 to 288, Parsaun, Jindal Nagar, Hapur, Uttar Pradesh - 201015
Credit Rating
Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. During the Financial Year under review, the Credit Rating Agency have assigned the following ratings for the Long-Term and Short-Term Bank Facilities of the Company for an amount of ' 698.45 Crores.
|
S.
No.
|
Nature of Instrument
|
Name of the Instrument
|
Name of Credit Rating Agency
|
Amount Rated (In Crores)
|
Current Rating
|
|
1.
|
Long Term Instrument
|
Long Term Bank Facilities
|
Infomerics Valuation and Rating Ltd.
|
680.45
|
IVR A/RWDI (IVR A with Rating Watch with Developing Implication)
|
|
2.
|
Short Term Instrument
|
Short Term Bank Facilities
|
Infomerics Valuation and Rating Ltd.
|
18.00
|
IVR A1/RWDI (IVR A One with Rating Watch with Developing Implication)
|
Material Changes and Commitments affecting the Financial Position of the Company, between the end of the Financial Year and the date of the Report:
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
Transfer to Investor Education and Protection Fund (IEPF)
In accordance with Section 124 and other applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), all unclaimed dividends
are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.
The company is in process to transfer the interim and final dividend for financial year 2017-18 to IEPF. The Investor Education and Protection Fund Authority, Ministry of Corporate Affairs has vide its Circular dated July 16, 2025 requested the Companies to launch a 100 days Campaign - "Saksham Niveshak'', an initiative to reach out to shareholders whose dividend remain unpaid /unclaimed. This new initiative under 100 Days Campaign "Saksham Niveshak” aims to assist the shareholders in claiming their entitlements. As a part of this program, the Company is rolling out a campaign to create awareness among shareholders whose dividends remain unpaid / unclaimed and to facilitate them in updating their KYC, bank mandates, nominee details, and contact information.
Accordingly, the Company has initiated these 100 days campaign - "Saksham Niveshak", to enable our shareholders to claim the unpaid/unclaimed dividend and to update their details.
Scheme of Arrangement/Amalgamation
Scheme of Amalgamation of Hill View Infrabuild Limited with and into Salasar Techno Engineering Limited on going- concern basis
During the year, the Board of Directors, at its meeting held on December 30, 2024, approved a Scheme of Amalgamation for the merger of Hill View Infrabuild Limited (Transferor Company), an unlisted public company under common management, with Salasar Techno Engineering Limited (Transferee Company).
The proposed amalgamation aims to consolidate group operations, streamline the shareholding structure, and enhance overall operational and financial efficiency. The Transferor Company has historically provided strategic investments and critical financial support to various Special Purpose Vehicles (SPVs) of the Transferee Company, which are engaged in infrastructure projects. The amalgamation is expected to pool the physical, financial, and human resources of both companies, eliminate duplicate regulatory and compliance requirements, and create synergies by unifying operations under a single entity.
This restructuring is in line with the Group's long-term vision to build a stronger, more integrated enterprise and is anticipated to result in enhanced shareholder value and improved resource utilization. The Scheme is subject to
necessary approvals from shareholders, creditors, and regulatory authorities.
The Scheme has been submitted to BSE/ NSE for their approval and is currently under process with the said Stock Exchanges. Upon receipt of approvals from the BSE and NSE, the Scheme will be filed with the Hon'ble National Company Law Tribunal (NCLT) for necessary directions and approval.
Scheme of Amalgamation of EMC Limited with and into Salasar Techno Engineering Limited on going-concern basis
During the year, the Board of Directors, at its meeting held on March 26, 2025, approved a Scheme of Amalgamation for the merger of EMC Limited (Transferor Company), a wholly owned subsidiary, with Salasar Techno Engineering Limited (Transferee Company).
EMC Limited, one of India's pioneering EPC companies with over seven decades of experience, was acquired by the Company as a going concern through the liquidation process under the Insolvency and Bankruptcy Code, 2016, pursuant to the Order of the Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench, dated October 22, 2024. The NCLT had granted certain reliefs and rights, including the right to restructure or amalgamate EMC Limited under applicable provisions of the Companies Act, 2013.
The present Scheme of Amalgamation, framed in accordance with Sections 230-232 of the Companies Act, 2013, proposes the merger of EMC Limited with the Company on a going concern basis. The amalgamation seeks to consolidate the operations and management of both companies, enable optimal utilization of physical, financial, and human resources, and achieve operational efficiencies and synergies. This move is expected to reduce compliance requirements, streamline the shareholding structure, and strengthen the Company's market position and service capabilities.
The proposed Scheme will result in improved resource deployment, access to new market segments, enhanced customer satisfaction, and long-term business sustainability. The Board believes that the amalgamation is in the best interest of the Company, its shareholders, employees, and other stakeholders and will further strengthen the growth trajectory of the Company.
The Company filed applications before the Hon'ble National Company Law Tribunal ("NCLT”), Kolkata Bench and Allahabad Bench, and received the 1st Motion Orders from the respective Benches on April 07, 2025 and May 01, 2025. Thereafter, the Company filed the Final 2nd Motion Petition, being CP (CAA) No. 13/ALD of 2025, before the Hon'ble NCLT, Allahabad Bench, which was admitted and notices were issued to the Statutory Authorities including ROC, RD and the Income Tax
Department vide order dated May 13, 2025. The Final Petition has been fixed for hearing before the Hon'ble NCLT, Allahabad Bench on August 28, 2025, for consideration and approval of the Scheme.
Deposits from Public
During the year under review, the Company has not accepted any public deposits falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read with rules made thereunder at the end of FY 2024-25 or the previous financial year. There were no outstanding deposits as on date.
Particulars of loans, guarantees or investments
Your Company has disclosed the particulars of the loans given, investments made or guarantees given or security provided during the year as per the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in the Notes to the Standalone Financial Statements (Refer Note 52).
Subsidiaries, Joint Ventures and Associate Companies
A list of subsidiaries/associates/joint ventures of your Company is provided as part of the notes to the consolidated financial statements.
Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with rules made thereunder and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 as an "Annexure - A” and forms part of this Annual Report.
The Company has formulated a policy on identification of material subsidiaries in accordance with Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is hosted on the Company's website at https://salasartechno.com/investors-newsroom/. There is no material unlisted subsidiary of the Company.
The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be available for inspection by any shareholder during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance
with Section 136 of the Act, the audited financial statements, including the consolidated financial statement and related information of your Company and the audited accounts of each of its subsidiaries, are available on the website of your Company https://salasartechno.com/investors-newsroom/
Directors and Key Managerial Personnels
The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices. As on March 31, 2025, the Board of Directors of the Company (“the Board") comprised 8 (Eight) Directors out of which 4 (Four) are Independent Directors and 4 (Four) are Executive Directors, including 2 (Two) Women Director. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.
In terms of the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of the members of Board are detailed in the Board of Directors section of Annual Report.
The terms and conditions of appointment of the Independent Directors are in compliance with the provisions of the Companies Act, 2013 and are placed on the website of the Company https://salasartechno.com/investors-newsroom/ .
Appointment/Cessation/Change in Designation of Directors
During the year under review, the following changes took place in the Directorships:
Cessation:
• Mr. Sanjay Chandak (DIN: 07663328) ceased to be an Independent Director of the Company with effect from January 18, 2025, upon completion of his second term of three (3) consecutive years, in accordance with the provisions of Section 149(10) and (11) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board placed on record its sincere appreciation for the valuable contributions made by Mr. Chandak during his tenure.
• Mr. Vijay Kumar Jain (DIN: 00281757) also ceased to be an Independent Director of the Company with effect from January 18, 2025, upon completion of his second term of three (3) consecutive years, in accordance with the provisions of Section 149(10) and (11) of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board expressed its gratitude for the significant guidance and support provided by Mr. Jain during his association with the Company.
Appointment:
• Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Jai Krishan Aggarwal (DIN: 01060175) as a Non-Executive Independent Director of the Company with effect from January 11, 2025, pursuant to the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. His appointment was subsequently approved by the shareholders through a resolution passed by postal ballot on April 10, 2025.
• Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Rajesh Agrawal (DIN: 08765416) as a Non¬ Executive Independent Director of the Company with effect from January 11, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. His appointment was also approved by the shareholders through a resolution passed by postal ballot on April 10, 2025.
Re-appointment of Director(s) retiring by rotation
• In accordance with the provisions of Section 152 of the Companies Act, 2013, read with rules made thereunder, and the Articles of Association of your Company, Mr. Shalabh Agarwal, Whole Time Director (DIN: 00316155), is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.
The information as required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in case of Re-appointment of Mr. Shalabh Agarwal is provided in the Notice of the ensuing 24th Annual General Meeting (AGM).
Declaration from Independent Directors
The Company has received declarations from all its Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they satisfy the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, are not disqualified from continuing as Independent Directors,
that there has been no change in their circumstances affecting such status, and that they have complied with the Code for Independent Directors as specified in Schedule IV to the Companies Act, 2013.
The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
Key Managerial Personnel
As on the date of this report, following are the Key Managerial Personnel (''KMPs") of your Company as per Sections 2(51) and 203 of the Companies Act, 2013:
• Mr. Alok Kumar, Chairman and Managing Director
• Mr. Shashank Agarwal, Joint Managing Director
• Mr. Shalabh Agarwal, Whole Time Director
• Ms. Tripti Gupta, Whole Time Director
• Mr. Pramod Kumar Kala, Chief Financial Officer
• Mr. Mohit Kumar Goel, Company Secretary
During the year under review, there were no change in the KMPs of the Company.
Committees of the Board
As on March 31, 2025, the Board comprised the following Statutory Committees pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Statutory Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee
All these committees were reconstituted by the Board at its meeting held on January 11, 2025.
Governance Committee:
• Finance Committee
Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
Number of meetings of the Board
The Board met 11 (Eleven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
Independent Directors' Meeting
The Independent Directors met two (2) times during the year without the attendance of Non-Independent Directors and members of the management. They met on December 30, 2024 and March 26, 2025, to consider and approve the Scheme of Arrangement/ Amalgamation. At these meetings, the Independent Directors also reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Board Evaluation
The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the performance
of Chairman of the Board, taking into account the views of other directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.
Outcome of the Evaluation
The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by applicable laws. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.
Board Familiarisation and Training Programme
The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company's business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programs/meetings where subject matter experts apprise the Directors on key global trends.
Familiarisation Programme for Independent Directors
Independent Directors are familiarised about the Company's operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the Directors. Direct meetings with the Chairman are further facilitated to familiarise the incumbent Director about the Company/its businesses and the group practices.
The details of the familiarisation programme have been posted on the website of the Company https://salasartechno. com/investors-newsroom/
Policy on Directors' appointment and remuneration
Pursuant to Section 178(3) of the Companies Act, 2013, your Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy”)
which is available on the website of your Company and link for the same is https://salasartechno.com/wp-content/ uploads/2022/01/Nomination-and-Remuneration-Policy.pdf
The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.
Board Diversity
Your Company recognises the importance of a diverse Board in enhancing governance, decision-making, and overall performance. The Board comprises professionals with varied expertise in finance, law, engineering, and business management. Diversity in gender, experience, and background is considered during the appointment of Directors. The Nomination and Remuneration Committee ensures an appropriate mix of skills and perspectives. The Company remains committed to fostering an inclusive and balanced Board structure.
Succession Plan
Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:
a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
d. the annual financial statements have been prepared on a going concern basis;
e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and their adequacy
The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Annual Report.
Risk Management
Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further, details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a section forming part of this Annual Report.
Corporate Governance Report
Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.
In compliance with corporate governance requirements as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated and
implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company and the link for the same is https://salasartechno.com/wp- content/uploads/2022/03/code-of-conduct-Policy.pdf
A detailed Report on Corporate Governance pursuant to the requirements of the Listing Regulations forms part of the Annual Report as "Annexure-B”.
Business Responsibility & Sustainability Report (BRSR)
In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility & Sustainability Report for the FY 2024-25 describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Annual Report.
BRSR is available on the website of your Company and the link for the same is: https://salasartechno.com/investors- newsroom/
Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 for the Financial Year ended March 31, 2025 will be available on the website of the Company and can be accessed at the link: https://salasartechno.com/investors-newsroom/
Transactions with Related Parties
All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.
All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Company's Policy on Related Party Transactions.
The Audit Committee comprises (3) Independent Directors and (1) Executive Director of your Company. During the year, the members of the Audit Committee abstained from discussion and voting on agenda items in which they were interested.
During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Companies Act, 2013.
Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY 2024-25 and hence, does not form part of this report.
Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.
The Policy on Related Party Transactions is available on your Company's website and link for the same is https:// salasartechno.com/wp-content/uploads/2025/05/ Annexure-4_RPT-Policy.pdf
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.
Statutory Auditor & Auditor Report
Pursuant to Section 139 of the Companies Act, 2013, read with rules made thereunder, as amended, M/s VAPS & Company, Chartered Accountants (Firm's Registration No. 003612N)
were appointed as Statutory Auditors of the Company, for a term of 3 (Three) years to hold office till the conclusion of the ensuing AGM to be held in the year 2025.
As recommended by the Audit Committee, the Board of Directors of the Company approved the re-appointment of M/s VAPS & Company, Chartered Accountants as Statutory Auditors of the Company, to hold office for a second term of five (5) consecutive years commencing from the conclusion of the ensuing 24th AGM till the conclusion of 29th AGM of the Company to be held in the year 2030, subject to your approval being sought at the ensuing AGM.
Your Company has received a letter from M/s VAPS & Company, Chartered Accountants, to the effect that their re¬ appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013, read with the rules made thereunder and that they are not disqualified for such re-appointment.
Mr. Praveen Kumar Jain, Partner of M/s VAPS & Company, Chartered Accountants, was present at the Annual General Meeting of the Company held on September 30, 2024.
The Statutory Auditors have issued unmodified opinions on both the Standalone and Consolidated Financial Statements. Their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The notes to the financial statements, as referred to in the Auditors' Report, are self¬ explanatory.
Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the rules made thereunder, the Board re-
appointed M/s. Deepika Madhwal & Associates, (ACS: 31234 CP: 14808), Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial Audit Report for the year under review is provided as "Annexure - C” to this report. There are no qualifications, reservations, adverse remarks or disclaimers in the said Secretarial Audit Report.
Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted the Annual Secretarial Compliance Report for the financial year under review to the Stock Exchanges and the said report is also available on the website of the Company at https://salasartechno.com/investors- newsroom/
Further, pursuant to amended Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to your approval being sought at the ensuing AGM, M/s. Deepika Madhwal & Associates, Practicing Company Secretaries (CP No: 14808 and Peer Review Certificate No. 4217/2023), has been appointed as a Secretarial Auditors to undertake the Secretarial Audit of your Company for a term of five (5) consecutive years, to conduct the Secretarial Audit of five consecutive financial years from 2025-26 to 2029¬ 30. Secretarial Auditors have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.
The Company has received a written consent, eligibility letter and other necessary declarations and confirmations from M/s. Deepika Madhwal & Associates, stating that they satisfy the criteria provided under Section 204 of the Companies Act, 2013 read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. The requisite resolution for seeking approval of the members of the Company for the said appointment is forming part of the Notice of the 24th Annual General Meeting of the Company.
Explanation to Secretarial Auditors' Comment
In their report, the Secretarial Auditors have not made any adverse remarks, qualifications or comments. The observations, if any, are self-explanatory and do not call for further explanation by the Board.
Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant. Based on the recommendation of the Audit Committee, the Board of Directors of the Company has approved the appointment of
M/s S Shekhar & Co., Cost Accountants (Membership No. 30477, FRN 000452) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY 2025-26. M/s S Shekhar & Co. have furnished a certificate regarding their eligibility and consent for the said appointment.
The Board of Directors, on the recommendation of the Audit Committee, has approved the remuneration payable to the Cost Auditor, subject to ratification by the Members at the 24th Annual General Meeting. The resolution seeking Members' approval for the same forms part of the Notice convening the said Annual General Meeting.
The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Companies Act, 2013.
Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 (as amended from time to time), the Company is required to appoint an Internal Auditor to conduct an internal audit of its functions and operations.
Based on the recommendation of the Audit Committee, the Board of Directors of the Company, at its meeting held on May 30, 2025, approved the appointment of M/s Alok Mittal & Associates, Chartered Accountants, New Delhi (Firm Registration No. 005717N) as the Internal Auditor of the Company for the financial year 2025-26.
M/s Alok Mittal & Associates has given consent to their appointment and confirmed their eligibility to act as Internal Auditors under Section 138 of the Companies Act, 2013 and the applicable rules framed thereunder.
Secretarial Standards
During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India (as amended).
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors, Secretarial Auditor and Cost Auditor of your Company have not reported any instances of fraud committed in your Company by Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Companies Act, 2013.
Particulars of Employees
Your Company had 1215 employees as of March 31, 2025.
The information required under Section 197 of the Companies
Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees' remuneration are provided in "Annexure - D” of this report.
The statement containing particulars of employees, as required under Section 197 of the Companies Act, 2013, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.
Corporate Social Responsibility (CSR)
The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available on the website of your Company and link for the same is https://salasartechno. com/wp-content/uploads/2024/07/P-8-CSR-PLOICY.pdf
The Annual Report on CSR activities is annexed at "Annexure - E” and forms part of this report.
The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY 2024-25 have been utilised for the purpose and in the manner as approved by the Board.
Gender-Wise Composition of Employees
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.
• Male Employees: 1204
• Female Employees: 11
• Transgender Employees: Nil
This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules framed thereunder, your Company has implemented a comprehensive Anti-Sexual Harassment Policy and established Internal Complaints Committee (ICC). This Committee is empowered to address and resolve complaints of sexual harassment.
The Committee conduct impartial investigations and render decisions at their respective locations.
Your Company maintains a zero-tolerance policy toward sexual harassment in the workplace, including remote work environments. To reinforce this commitment, the ICC actively conduct awareness programmes on sexual harassment prevention. Additionally, all employees must complete mandatory POSH (Prevention of Sexual Harassment) training and certification to enhance sensitivity and awareness.
During the year under review, your Company has not received any complaint pertaining to sexual harassment.
Compliance with the Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company and link for the same is https:// salasartechno.com/wp-content/uploads/2022/01/Vigil- Mechanism-Whistle-Blower-Policy.pdf
During the Financial Year under review, there was no complaint reported under the Vigil Mechanism (Whistle Blower Policy).
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as required to be given as per Section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 as follows:
Conservation of Energy:
During the financial year under review, the Company implemented specific measures across its various locations related to energy conservation, technology absorption, and foreign exchange earnings and outgo, these initiatives led to a reduction in energy consumption:
(i) The Company is now using of furnace oil with LPG in the zinc melting furnace of galvanizing plant at all the three (3) Units. LPG is a more sustainable fuel than furnace oil and minimizes environmental pollution and also leads to more efficiency.
Technology Absorption:
(i) The efforts made towards technology absorption:
• Manufacturing process is continuously monitored to ensure better productivity.
• The Company is using new technology machines for better production and effective utilization of resources.
(ii) The benefits derived:
• Improvement in product quality.
• Improved productivity and cost reduction
• Introduction of new and improved products.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
a. Technology imported: Not Applicable
b. Year of import: Not Applicable
c. Whether the technology been fully absorbed: Not Applicable
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable
(iv) The expenditure incurred on Research and Development (R&D): No major expenses have been incurred on R&D.
Foreign exchange earnings and Outgo:
Following are the details of total foreign exchange earned and used during the financial year:
(' in Lakh)
|
Particulars
|
FY 2024-25
|
FY 2023-24
|
|
Foreign exchange
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7,093.32
|
7,357.91
|
|
earned
|
|
|
|
Foreign exchange used
|
-
|
-
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Cyber Security
In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.
During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.
Listing Fees
The Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the applicable listing fees to the above Stock Exchanges for the financial years 2024-25 and 2025-26. The Company's shares are traded in dematerialized segment for all investors compulsorily and the Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services. The Company has paid Annual Custodial Fees to the above Depositories for the financial years 2024-25 and 2025-26.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct (“PIT Code") to regulate, monitor and report trading in your Company's shares by your Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Company's shares and sharing Unpublished Price Sensitive Information (“UPSI"). The PIT Code covers your Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which has been made available on your Company's website and link for the same is https://salasartechno.com/wp-content/ uploads/2024/11/Code-of-Conduct-for-fair-disclosure-of- UPSI.pdf
The Employees undergo mandatory training and certification on this Code to enhance their awareness and ensure compliance through sensitization.
Role of the Company Secretary in Overall Governance Process (KMP)
The Company Secretary plays a vital role in ensuring effective corporate governance by acting as a bridge between the Board, management, regulators, and stakeholders. As key managerial personnel, the Company Secretary ensures compliance with applicable laws, regulations, and secretarial standards, facilitates the conduct of Board and Committee meetings, and supports the Board in discharging its fiduciary responsibilities. The Company Secretary also advises the Board on governance best practices and evolving regulatory developments, thereby contributing to the Company's commitment to transparency, integrity, and accountability.
Role of the Chief Financial Officer (KMP)
The Chief Financial Officer (CFO), designated as a Key Managerial Personnel under the Companies Act, 2013, plays a crucial role in the financial management and strategic decision-making of the Company. The CFO is responsible for ensuring the integrity of the Company's financial reporting, compliance with accounting standards, regulatory requirements, and timely preparation of financial statements. The CFO also oversees budgeting, financial planning, risk management, internal controls, and supports the Board and Audit Committee by providing insights on the Company's financial performance and business outlook, thereby contributing significantly to the Company's overall governance and sustainable growth.
General Disclosures
Neither the Chairman nor the Whole time Director of your Company received any remuneration or commission from any of the subsidiary of your Company.
Your directors state that during the year under review:
1. Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.
2. Your Company did not Issue of Shares (including Sweat Equity Shares) to employees of your Company under any scheme;
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company's operation in future.
4. No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.
5. No one time settlement of loan was obtained from the Banks or Financial Institutions.
6. There were no revisions made in the financial statements and Directors' Report of your Company.
Acknowledgements
The Board of Directors extends its sincere appreciation to all stakeholders for their continued trust, cooperation, and support. We are deeply grateful to our esteemed shareholders, government authorities, regulatory bodies, financial institutions and banks, customers, vendors, and business partners for their valuable association with the Company.
We also acknowledge the steadfast support and guidance received from various statutory and regulatory authorities throughout the year.
The Board places on record its heartfelt appreciation for the commitment, dedication, and exemplary efforts of all employees across the organization. Their unwavering contribution has been instrumental in driving the Company's progress and achieving its business objectives.
Annexures
The following annexures form part of this Report:
a. Form AOC-1- Annexure - A
b. Corporate Governance Report- Annexure - B
c. Secretarial Audit Report (Form MR-3)- Annexure - C
d. Information under sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- Annexure - D
e. Corporate Social Responsibility Report- Annexure - E
For and on behalf of the Board of Directors For SALASAR TECHNO ENGINEERING LIMITED
Sd/- Sd/-
Alok Kumar Shashank Agarwal
Chairman and Managing Director Joint Managing Director
DIN: 01474484 DIN:00316141
Date: August 30, 2025 Place: Noida
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