Directors' Report

To,

The Members of

SALASAR TECHNO ENGINEERING LIMITED

Your Board of Directors are pleased to present the 23rd Annual report of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the Financial Year ended on March 31, 2024. The Company's financial performance, for the year ended March 31,2024 is summarized below :

1. FINANCIAL RESULTS:

2. COMPANY'S PERFORMANCE:

During the year under review, your Company's Revenue from operations was Rs. 1,19,692.34 Lakhs as against Rs. 1,00,005.65 Lakhs in the previous financial year at Standalone level. The Profit after Tax amounted to Rs. 5,130.67 Lakhs as against Rs. 4,009.47 Lakhs in the previous financial year. Company's Profit after comprehensive income was Rs. 5,132.38 Lakhs as compared to Rs. 4,001.52 Lakhs in the previous financial year.

The Consolidated Revenue from operations amounted to Rs. 1,20,842.59 Lakhs as against Rs.1,00,489.50 Lakhs in the previous financial year. The Profit after Tax amounted to Rs.5,293.33 Lakhs as against Rs. 4,025.44 Lakhs in the previous financial year. Company's Profit after comprehensive income was Rs.5,295.04 Lakhs as compared to Rs. 4,017.50 Lakhs in the previous financial year. The Company has good growth in the topline as well as in the PAT of the Company on consolidated level.

The performance and financial position of the subsidiary companies are included in the Consolidated Financial Statements and presented in the Management Discussion and Analysis Report forming part of this Annual Report.

3. FUTURE OUTLOOK -

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

Telecom industry

The telecom and telecom tower industry in India is poised for significant growth, driven by the rapid expansion of 5G services and increasing demand for data consumption. The sector is expected to witness a compound annual growth rate (CAGR) of around 8.5% from 2023 to 2028. India currently has over 750,000 telecom towers, with a projected increase of 15-20% in the coming years to support 5G rollout and network densification. Additionally, the government's push for digitalization and initiatives like the Production Linked Incentive (PLI) scheme are likely to further boost infrastructure investments in the industry.

Transmission and Transmission Tower industry

The transmission and transmission tower industry in India is poised for steady growth, driven by the increasing demand for reliable power supply and the need to upgrade aging infrastructure. The government's plan to enhance the national grid capacity is expected to drive investments in transmission networks. India's transmission sector is projected to grow at a CAGR of 5-6% over the next few years, with a focus on expanding the interstate transmission system. The ongoing development of high-capacity transmission corridors and the addition of over 80,000 circuit kilometers of transmission lines by 2025 are expected to support this growth.

Renewable energy industry

The renewable energy industry in India has a bright outlook, driven by the government's ambitious target of reaching 500 GW of non-fossil fuel energy capacity by 2030. As of 2023, India had already installed over 175 GW of renewable capacity, including 71 GW from solar, 43 GW from wind, and 50 GW from other sources like hydro and biomass. The sector is also seeing significant investments, with a projected need for over $200 billion by 2030 to meet its targets, positioning India as one of the global leaders in clean energy transition.

Railway Electrification industry

The railway electrification industry in India is experiencing strong momentum as the government accelerates efforts to achieve 100% electrification of the broad-gauge network by 2024. As of 2023, over 85% of Indian Railways' routes have been electrified, covering approximately 60,000 route kilometers. The industry is expected to grow at a CAGR of 8-10% over the next few years, driven by the push for sustainable and energy-efficient rail transport. With significant investments in electrification projects, the target is to electrify an additional 10,000 route kilometers annually, reducing dependency on fossil fuels and enhancing operational efficiency.

Heavy structural steel industry

The heavy steel structure industry in India is set for robust growth, fueled by rising infrastructure development across sectors such as power, transportation, and urban construction. The industry is projected to grow at a CAGR of 6-7% over the next five years. The government's push for large-scale infrastructure projects, including highways, airports, and industrial corridors, is driving demand for heavy steel structures. The National Infrastructure Pipeline (NIP) aims to invest around '111 lakh crore by 2025, significantly boosting the industry. Additionally, increased investments in oil & gas, metro rail, and power generation projects are expected to further propel the sector.

4. 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. Your Company has three manufacturing units at Jindal Nagar, Hapur District (UP) and Khera Dehat, Hapur District (UP).

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

4.1. 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

4.2. 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 695 kilometers of railway track.

5. DIVIDEND

The Board of Directors of the Company has not declared any dividend for the financial year 2023-24.

In terms of Regulation 43A of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("the Listing Regulations"), the Company has adopted a Dividend Distribution Policy to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The dividend distribution policy is available on the Company's website at http://www.salasartechno.com

6. TRANSFER TO RESERVES

The Company has not made any transfer to general reserve during the Financial Year 2023-24.

7. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits, covered under Chapter V of the Act, -

(a) accepted during the year; NIL

(b) remained unpaid or unclaimed as at the end of the year; NIL

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-NIL

(i) at the beginning of the year; NA

(ii) maximum during the year; NA

(iii) at the end of the year; NA

During the year under review, your Company had not accepted or renewed the deposits which are not in compliance with the requirements of Chapter V of the Act;

(a) Authorised Share Capital

During the year under review, with the consent of the shareholders obtained through a postal ballot on 20th January 2024, the Company increased its Authorized Share Capital from Rs. 35 crores to Rs. 175 crores. Subsequently, with further approval at an Extraordinary General Meeting (EGM) held on 19th February 2024, the Authorized Share Capital was further increased from Rs. 175 crores to Rs. 225 crores, divided into 225 crore Equity Shares of Re. 1 each.

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

As of March 31, 2024, the issued, subscribed, and paid-up Equity Share Capital of the Company stood at Rs. 1,57,85,26,400. During the year, the Company issued 1,26,28,21,120 equity shares under a Bonus Issue, resulting in an increase in the paid- up share capital from Rs. 31,57,05,280 (comprising 31,57,05,280 Equity Shares of Rs.1 each) to Rs. 1,57,85,26,400 (comprising 1, 57,85,26,400 Equity Shares of Rs. 1 each).

(c) Bonus Issue

During the year, the Company issued and allotted 1,26,28,21,120 equity shares of Re. 1 each as fully paid-up bonus shares, in the ratio of 4 (four) bonus shares for every 1 (one) existing equity share outstanding as of the record date, 1st February 2024.

(d) Status of Shares

As members are aware the Company's shares must be traded in electronic form. As of March 31, 2024, nearly all of the Company's total paid-up capital is held in dematerialized form except 1,100 shares remaining in physical form.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, the Company was not required to transfer any unclaimed and unpaid dividends to the Investor Education and Protection Fund during the fiscal year 2023-24.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

II. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Joint Venture and Associates

The Company had entered into following Joint Ventures namely: -

1. Sikka- Salasar JV

2. Salsar- HPL JV.

3. Salasar-REW JV.

4. Salasar-ME JV.

The company does not have any Associate Company. Further, the Company is having one Subsidiary LLP namely Salasar Adorus Infra LLP

12. PERFORMANCE AND FINANCIAL POSITION OF THE JOINT VENTURE AND ASSOCIATES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

The Company has prepared consolidated financial statements for itself, its joint venture and its subsidiary, which forms part of this Annual Report. A statement in Form AOC-1, containing the salient features of the Financial Statements of the subsidiary company is annexed as "Annexure-A" to this report. The statement also provides the details of the performance and financial position of the subsidiary company.

13. CORPORATE GOVERNANCE REPORT

The Company is committed to benchmark itself with global standards and adopting the best corporate governance practices. The Board constantly endeavors to take the business forward in such a way that it maximizes the long-term value for the stakeholders. The Company has put in place an effective corporate governance system which ensures that the provisions of the Listing Regulations are duly complied with.

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

14. DEPRICIATION AND AMORTIZATION

The Company had followed Straight-line method on its tangible fixed assets the rates prescribed under the Part C of the Schedule II of the Companies Act, 2013, Intangible fixed assets stated at cost less accumulated amount of amortization.

15.1 Statutory Auditors

M/s VAPS & Company, Chartered Accountants (Firm's Registration No. 003612N), were appointed as the Statutory Auditors of the Company to hold office for a period of three years from the conclusion of the Twenty First Annual General Meeting until the conclusion of the Twenty Fourth Annual General Meeting of the Company.

The Statutory Auditors' Report for the FY 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors under sub-section (12) of Section 143 of the Act.

The Company has received consent letter and certificate from the Auditors to effect that they are not disqualified to act as Auditors within the meaning of section 139 and 141 of the Companies Act, 2013.

15.2 Cost Auditor

Pursuant to Section 148 read with Section 141 & 143 and other applicable provisions of the Companies Act, 2013, read with Rule 6 of the Companies (Cost Records and Audit Rules), 2014 as amended from time to time, your Company has carried out audit of Cost Records every year. The Board of Directors on the recommendation of Audit Committee has appointed M/s S Shekhar & Co., Cost Accountants (Membership No. 30477, FRN 000452), as cost Auditors of the Company for the Financial Year 2024-25. As required under the Companies Act, 2013 a resolution seeking members' approval for remuneration payable to the Cost Auditor is part of the Notice convening the Annual General Meeting for their ratification.

15.3 Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, amended upto date and other applicable provisions, if any, the Company has appointed M/s Deepika Madhwal & Associates (C. P No. 14808) Practicing Company secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended 31st march, 2024 in Form MR-3 is annexed to this report as 'Annexure-C' and forms part of the Board's Reports.

The observation made by Secretarial Auditors in their report are self-explanatory and therefore do not call for any further explanations/comments. The Secretarial Auditors' Report does not contain any qualification, reservation or adverse remark.

15.4 Internal Audit

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rule, 2014 as amended from time to time, the Board of Directors on recommendation of Audit Committee had appointed M/s Alok Mittal & Associates., Chartered Accountants, New Delhi (FRN 005717N) as internal auditor of the Company to conduct internal audit of the Company from 01st April, 2024 to 31st March, 2025.

16. ANNUAL RETURN

The Annual Return for the year ended 31st March 2024, to be filed in Form MGT-7 with the Ministry of Corporate Affairs, will be available on the Company's website at the following link: www.salasartechno.com/investor

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

17.1 Conservation of Energy:

During the financial year under review, following specific actions were taken by the Company at its various locations, which resulted in saving of energy consumption:

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

17.2 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.

17.3 Foreign exchange earnings and Outgo:

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

18.1 Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Article of Association of the Company, Mr. Shashank Agarwal, Joint Managing Director (DIN:00316141) of the Company is liable to retire by rotation and being eligible, offer himself for re-appointment. The Board recommends the re-appointment of Mr. Shashank Agarwal, Joint Managing Director in the ensuing AGM of the Company

During the Year, Mr. Mohit Kumar Goel was appointed as Company Secretary of the company with effect from 07th November, 2023 Accordingly, pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors at their meeting held on 07th November, 2023 had approved the appointment of Mr. Mohit Kumar Goel as Company Secretary of the Company.

During the Year, Mr. Jitendra Kumar Sharma was resigned on 24th September,2023 from the post of Company Secretary of the Company.

All the Directors have made necessary disclosures as required under the various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18.2 Key Managerial Perosnnel

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed thereunder, the following persons are the Key Managerial Personnel of the Company as on March 31,2024:

a. Mr. Alok Kumar, Chairman and Managing Director

b. Mr. Shashank Agarwal, Joint Managing Director

c. Mr. Shalabh Agarwal, Whole Time Director

d. Ms. Tripti Gupta, Whole Time Director

e. Mr. Pramod Kumar Kala, Chief Financial Officer

f Mr. Mohit Kumar Goel, Company Secretary (w.e.f. 07.11.2023)

Note: Mr. Jitendra Kumar Sharma resigned from the position of company secretary on 24.09.2023.

18.3 Declaration by Independent Directors

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and SEBI Listing Regulations, as amended from time to time. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and re-imbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

18.4 Annual Evaluation of Board Performance

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, it is imperative that the Board remains continually proactive and effective. An important way to achieve this objective is through an annual evaluation of the performance of the Board, its committees and all the individual Directors.

As per the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by the Board of its own performance and of its Committees And their individual Directors. Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation of the Board, Independent Directors, Non-Executive Directors, Executive Directors, Committees and Chairman of the Board.

Directors were evaluated on aspects such as attendance, contribution at Board/Committee meetings and guidance/support to the management outside Board/Committee meetings. The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The detailed analysis of performance evolution is incorporated under nomination and Remuneration Committee head in Corporate Governance Report.

19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Board of Directors have adopted Vigil Mechanism Policy. The Vigil Mechanism Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases. The Vigil Mechanism Policy has been posted on the website of the Company.

The aforesaid policy can be accessed on the Company's website at www.salasartechno.com.

20. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established a robust framework for internal financial controls. The Company has in place adequate controls, procedures, and policies ensuring orderly and efficient conduct of its business, including adherence to the Company policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24. The Internal financial controls of the Company have been further discussed in detail in the MDA section.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The provisions of Section 197(12) of the Act read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 respectively, is annexed to the Board's report as 'Annexure-D'

22. MEETINGS OF THE BOARD

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their programme. The agenda of the meeting is circulated to the members of the Board well in advance along with the necessary papers, reports, recommendations and supporting documents so that each board member can actively participate on agenda items during the meeting.

The board met (Eight) 8 times during the Financial Year 2023-24. The maximum intervals between any two meetings did not exceed 120 days. Details of Board Meetings and held during the period under review are given in Corporate Governance Report.

23. AUDIT COMMITTEE

The Company has constituted Audit Committee as per the provisions of the Companies Act, 2013. The details of terms of reference of the Audit Committee, number and dates of meeting held, attendance, among others are given separately in the attached Corporate Governance Report. The Audit committee satisfies the requirements of section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, there were no instances, where Board had not accepted the recommendations of the Audit Committee.

24. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to provisions of Section 178(3) of the Companies Act, 2013, read with rules made there under and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has a Nomination and Remuneration Committee and the details of terms of reference, number & dates of meeting held, attendance and other details are given separately in the Corporate Governance Report. The Board on the recommendation of Nomination & Remuneration Committee had formulated the criteria for determining qualifications, positive attributes and independence of directors and the same was recommended to the Board. The Board had approved the policy. Also, the committees were the deciding factors in decisions like remuneration of Directors, KMP's and other employees, identifying qualified personnel to appoint in Key Management of the Company etc. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

25. COMPANY'S POLICY ON REMUNERATION OF DIRECTORS, KMPS AND OTHER EMPLOYEES

The Company's policy on the remuneration of Directors, KMPs, and other employees, including criteria for determining qualifications, positive attributes, independence of Directors, and other matters as provided under subsection (3) of section 178, is available on the Company's website at www.salasartechno.com.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND ITS COMMITTEES

The Corporate Social Responsibility Committee of the Board of Directors inter alia gives strategic direction to the Corporate Social Responsibility (CSR) initiatives, formulates and reviews annual CSR plans and programmes, formulates annual budget for the CSR programmes and monitors the progress on various CSR activities. Details of the composition of the CSR Committee have been disclosed separately in the Corporate Governance Report.

The CSR Policy of the Company adopted in accordance with Schedule VII of the Act, outlines various CSR activities to be undertaken by the Company in the areas of promoting education, enhancing vocational skills, promoting healthcare including preventive healthcare, community development, heritage conservation and revival, etc. The CSR policy of the Company is available on the Company's website i.e. www.salasartechno.com under 'Investors' tab.

The Company is committed to operate and grow its business in a socially responsible way. The core values strengthening your Company's business actions comprise of Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence.

The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of corporate social responsibility policy, observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary.

The Company was required to spend ' 89.05 lakhs (2% of the average net profits for the last three years) on CSR activities for the current year. During the financial year 2023-24, the Company exceeded this obligation, by spending ' 89.99 lakhs on CSR initiatives. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 has been made as per 'Annexure-E'.

27. STAKEHOLDER'S RELATIONSHIP COMMITTEE

Stakeholder's Relationship Committee has been constituted by the Board in accordance with section 178 of the Companies Act, 2013.

The details regarding composition, terms of reference, power, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in the Corporate Governance Report which forms part of the Annual Report.

28. RISK MANAGEMENT COMMITTEE

Risk Management Committee has been constituted by the Board in accordance with provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The details regarding composition, terms of reference, power, functions, scope, meetings, attendance of members and the status of complaints received during the year are included in the Corporate Governance Report which forms part of the Annual Report.

29. INDUSTRIAL RELATIONS

The Company always give importance to industrial relation and therefore the Industrial relations continued to remain cordial throughout the year under review.

30. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The management Discussion and Analysis for the year under review as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The loans given, investments made and guarantee given & securities provided during the year under review are in compliance with the provisions of the Act and Rules framed thereunder and details thereof are given in the Notes to the Standalone Financial Statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24 with related parties were on an arm's length basis and in the ordinary course of business. The Audit committee grants omnibus approval for the transactions that are in the ordinary course of business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. The approval of the Audit Committee was sought for all RPTs. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Further, disclosure as required under Indian Accounting Standards ("IND AS")- 24 have been made in Note No. 45 to the standalone Financial Statements.

During the FY 2023-24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees as applicable. The policy on related party transaction, as formulated by the Board is available on the Company's website i.e. www.salasartechno.com under investor tab.

33. ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary plays a key role in ensuring that the Board (including committees thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. The Company Secretary interfaces between the management and regulatory authorities for governance matters.

34. ROLE OF THE CHIEF FINANCIAL OFFICER (KMP)

The Chief Financial Officer-Cum-Key Managerial Personnel of the Company plays a pivotal role in ensuring the compliance of applicable accounting procedures, taxation aspects and administrative policies are followed and regularly reviewed. The Chief Financial Officer-Cum-Key Managerial Personnel ensures that all relevant information pertaining to accounting policy including details and documents are made available to the Directors for taking effective decision-making at the meetings.

35. RISK MANAGEMENT POLICY

The Company has adopted the measures concerning the development and implementation of a Risk Management System in terms of Section 134(3)(n) of the Companies Act, 2013 after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company itself The Company has an elaborate Risk Management process of identification, assessment and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Risk Management procedure is reviewed by the Audit Committee from time to time, to ensure that the executive management controls risks through means of a properly defined framework. Major risks identified are systematically addressed through mitigating actions on a continuing basis.

36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A Business Responsibility and Sustainability Report prepared in accordance with Regulation 34(2) of Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and the governance perspective for the 'FY 2023-24 is forming part of this Annual Report'

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has formulated a Policy for Prevention of Sexual Harassment at Workplace which is in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to ensure prevention, prohibition and redressal against sexual harassment. Awareness programmes are organized by the Company to sensitize employees. During the year under review, no complaints of any nature were received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013.:

(a) In the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed along with proper explanation relating to material departures;

(b) The directors have selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2023-24 and of the profit and loss of the company ended on that date;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

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

39. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

40. SUSPENSION OF SECURITIES OF THE COMPANY

The securities of the Company have not been suspended from trading in any of the stock exchanges.

41. FINANCIAL YEAR

The Company follows the financial year which commences from 01 April and ends on 31 March of subsequent year.

42. ACKNOWLEDGEMENTS

The Directors express their sincere gratitude for the cooperation and support extended by all stakeholders of the Company, including esteemed shareholders, government departments and agencies, financial institutions and banks, customers, vendors, and employees.

43. 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'