Equity Analysis

To,

Your Directors are pleased to present the 22^nd Annual report of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the Financial Year ended on March 31, 2023.

1. FINANCIAL RESULTS:

The Company's financial performance, for the year ended March 31, 2022 is summarized below:

Note: In FY 22-23 the EPS is worked out after split of shares in 10:1 ratio.

2. FINANCIAL PERFORMANCE:

During the year under review, your Company's Revenue from operations was Rs. 1000,05.66 Lakhs as against Rs69,089.98 Lakhs in the previous financial year at Standalone level. The Profit after Tax amounted to Rs 4,009.47 Lakhs as against Rs3,181.42 Lakhs in the previous financial year. Company's Profit after comprehensive income was Rs 4,001.53 Lakhs as compared to Rs 3,254.06 Lakhs in the previous financial year.

The Consolidated Revenue from operations amounted to Rs1004,89.50 Lakhs as against Rs 718,86.18 Lakhs in the previous financial year. The Profit after Tax amounted to Rs40,25.44 Lakhs as against Rs 31,45.68 Lakhs in the previous financial year. Company's Profit after comprehensive income was Rs 40,17.50 Lakhs as compared to Rs 32,18.32 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. During the year the Company has crossed Rs1000 Crores Revenue.

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:-

The Telecom industry in India is the second largest in the world with a subscriber base of 1.17 bn as of September 2022 (wireless + wireline subscribers). India has an overall tele-density of 84.86%, of which, the tele-density of the rural market, which is largely untapped, stands at 58.01% while the tele-density of the urban market is 134.62%. According to the count of mobile towers provided on the Department of Telecommunications Dashboard, the four operators running the telecom network utilised 7.37 lakh towers and 23.7 lakh base stations as of November 2022. Since 2017, the country has seen approximately 45,000–55,000 year-on-year addition on the telecom tower side and 50,000–65,000 net adds on the BTS side. The Government of India, under the Union Budget 2023, has allocated Rs 975.79 billion for the Department of Telecommunications. As per the Budget, Bharat Sanchar Nigam Limited (BSNL), which is expected to roll out 4G and 5G services during the current year, is expected to get Rs529.37 billion capital infusion from the government in 2023-24. The Government plans to set up one hundred labs for developing applications using 5G services in engineering institutions to realize a new range of opportunities, business models, and employment potential. The DoT is targeting a combination of 100% broadband connectivity in the villages, 55% fiberisation of mobile towers, average broadband speeds of 25 mbps and 30 lakh kms of optic fibre rollouts by December 2022. Broadband connections rose to 816 million in September 2022. By December 2024, DoT is looking at 70% fiberisation of towers, average broadband speeds of 50 Mbps and 50 lakh kms of optic fibre rollouts at a pan-India level. In the current budget, the government has also allocated Rs 21.58 billion for optical fibre cable-based network for defence services and Rs7.16 billion for telecom projects in the northeastern states.

The industry's exponential growth over the last few years is primarily driven by affordable tariffs, wider availability, roll-out of Mobile Number Portability (MNP), expanding 4G and 5G coverage, evolving consumption patterns of subscribers, Government's initiatives towards bolstering India's domestic telecom manufacturing capacity, and a conducive regulatory environment.

India stands 4th globally in Renewable Energy Installed Capacity (including Large Hydro), 4th in Wind Power capacity & 4th in Solar Power capacity (as per REN21 Renewables 2022 Global Status Report).The country has set an enhanced target at the COP26 of 500 GW of non-fossil fuel-based energy by 2030. This has been a key pledge under the Panchamrit. This is the world's largest expansion plan in renewable energy. The country's installed non-fossil fuel capacity has increased 396% in the last 8.5 years and stands at more than 179.322 Giga Watts (including large Hydro and nuclear), about 43% of the country's total capacity. The Country saw highest year-on-year growth in renewable energy additions of 9.83% in 2022.The installed solar energy capacity has increased by 24.4 times in the last 9 years and currently stands at 67.07 GW. The installed Renewable energy capacity (including large hydro) has increased by around 128 % since 2014. India has set a target to reduce the carbon intensity of the nation's economy by less than 45% by the end of the decade, achieve 50 percent cumulative electric power installed by 2030 from renewables, and achieve net-zero carbon emissions by 2070. India aims for 500 GW of renewable energy installed capacity by 2030 and aims to produce five million tonnes of green hydrogen by 2030. This will be supported by 125 GW of renewable energy capacity. 57 solar parks with an aggregate capacity of 39.28 GW have been approved domestically. The Government has also set an off-shore target of 30 GW by 2030 through Wind Energy.

The Indian Railways has committed itself to achieving 100% electrification, as a part of its goal ofbecominganetzerocarbonemitterbefore2030.

This is in tandem with the Indian government's stated mission of achieving Net Zero carbon emissions by 2070 as pledged to at the COP26 in Glasgow. On successfully completing this journey, the Indian Railways will achieve the remarkable feat of becoming the world's largest green railway system. This large-scale effort is also in line with the United Nation's Sustainable Development Goals which is an urgent and collaborative call for action by all countries. By modernizing its infrastructure and electrifying its lines, the railways are covering SDG 9 – which is a push towards building resilient infrastructure and fostering innovation. Further, this will help the Railways in substantially reducing their carbon emissions, tying it to SDG 13 which emphasizes the need to take urgent action to battle climate change and its adverse impacts. On average, the Indian Railways with track length spanning 126,366 km contains 7,335 stations operate 11,2831 trains daily and had transported 1512 MT of freight during 2022-23. Given that the operations are this widespread, the energy needs of the railways are also equally massive. As opposed to the high-emitting diesel engines, country-wide electrification would then introduce a more efficient and centralized power system. Indian Railways has planned to electrify a total of 28,810 km of broad-gauge route by December 2023. As of March 2023, 100% electrification has been completed in 14 states & UTs including Haryana, Uttrakhand, Meghalaya, and Uttar Pradesh. In line with the Centre's seven priorities or Saptarshi, as called out during the Union Budget – a significant milestone was the completion of railway track electrification in the Union Territory of Jammu and Kashmir.

India's power transmission market is a crucial component of the country's energy sector, which is growing rapidly to meet the rising electricity demand. The country's transmission system plays an important role in supply of power to the consumers through the vital link between the generating stations and the distribution system. The energy resources like coal, hydro and renewable have a skewed distribution in the country This skewed distribution of resources necessitated development of robust transmission system including establishment of inter-regional corridors for seamless transfer of power from surplus to deficit regions/areas. In this process, it enables access to power generation from anywhere in the country to various consumer spread throughout the country. The progressive integration of regional grids started in 1992, and on 31st December 2013, our country achieved ‘ONE NATION'-'ONE GRID'-'ONE FREQUENCY' with synchronous interconnection of Southern Region Grid with rest of the Indian Grid with the commissioning of 765kV Raichur-Solapur Transmission line. The Central Government has given emphasis to have congestion free transmission network, so that there is no constraint in flow of power from surplus region to deficit region. Accordingly, transmission system in the country has been continuously strengthened with addition of transmission lines and inter-regional capacity. During FY 22-23 the country added 14,625 ckm of transmission lines and added 75,902 MVA in its transformation capacity. With this the country has become one of the largest synchronous interconnected electricity grids in the world with 4,71,817 ckm of transmission line and 11,85,058 MVA of transformation capacity (as on Apr'23). Besides, the country's inter-regional capacity also increased by whopping 212% to 1,12,250 MW since 2014.The above transmission capacity addition has benefitted in development of power sector in the country.

Heavy Steel Structural segment Mainly includes Bridges, pre-engineered buildings and other Heavy Industrial Structure. Structural Steel

Fabrication Market was valued at $ 6.111 Billion in 2020 and is projected to reach $ 9.78 Billion in 2028, growing at a CAGR of 5.36% from 2021 to 2028. The Indian structural steel market is expected witness significant growth during the forecast period, owing to factors, such as the increasing demand from manufacturing sector, the rising preference toward pre-engineered buildings and components, and government initiatives for infrastructure development activities. Additionally, the booming commercial building sector, along with Indian government's initiatives, such as increasing the construction of green buildings, smart cities, and make in India scheme, is expected to boost the structural steel fabrication market in India. Currently global manufacturing companies' are focusing to diversify their production by setting-up low-cost plants in countries other than China, is expected to drive the India's manufacturing sector to grow more than six times by 2025, to USD 1 trillion. Thus, this is driving the demand in the structural steel fabrication market in the country. Government initiatives, such as the construction of metro stations, new no frill airports, international terminals, industry corridors, power plants, and ports, require heavy steel structures. Also, in renewable energy generation like Wind and Nuclear Energy, structural steel finds its use. This is further increasing the demand of the market.

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.

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 702 kilometres of power transmission lines and 588 kilometres of railway track.

5. DIVIDEND:

The Board of Directors is pleased to recommended a Final Dividend of Rs 0.10/- (Rupee Ten Paisa i.e. 10%) per equity share of face value of Re. 1.00 (Rupees One Only) each (previous year final Dividend of Rs 0.10/-paisa per Equity Shares of Nominal Value of Rs 1/- each). The dividend, if approved by the Members in the ensuing Annual General Meeting, would involve a cash outflow of Rs 3,15,70,528 and will be paid to those members whose name appear in the Company's Register of Members and to those persons whose name appear as Beneficial Owners as per the details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited as at the close of business hours on September 16, 2023.

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 formulated a Dividend Distribution Policy which is enclosed herewith as Annexure-A, and is also available on the website of the Company at http://www.salasartechno. com

6. TRANSFER TO RESERVES:

The Company has not made any transfer to reserve during the Financial Year 2022-23. However, profit for the year is shown as surplus under the head Reserve & Surplus during the financial year 2022-23.

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;

8. SHARE CAPITAL

(a) The paid up Equity Share Capital of the Company as on March 31, 2023 was Rs 31,57,05,280. Company had Issued QIP as further issue of 3 crores equity shares during the year. Therefore, the paid up share capital of the Company increased from Rs 28,57,05,280 (divided into 28,57,05,280 Equity shares of Rs. 1 each) to Rs31,57,05,280 (divided into 31,57,05,280 Equity shares of Rs. 1 each)

As the members are aware, the Company's shares are compulsorily tradable in Electronic form. As on March 31, 2023, out of total shares 99.999652% of the Company's total paid up capital representing 31,57,05,280 shares are in dematerlized form and 0.000348% of the Company's total paid up capital representing 1100 shares are in physical form.

The Board of Directors on 30^th April, 2022 has recommend Sub-division of Equity Shares in (10:1) ratio which was approved by the shareholders by Postal Ballot on 07^th June, 2022. Accordingly the paid up share capital of the Company was Rs 28,57,05,280 divided in to 28,57,05,280 Equity Shares of Rs 1/- each.

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

Pursuant to Section 125 of the Companies Act, 2013 the Company has Unclaimed and Unpaid Dividend but the unpaid Dividend amount not liable to transfer in Investor Education and Protection Fund.

Except those disclosed in this Annual Report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e. 31st March, 2023 and the date of this Report.

The Corporate Governance Report pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 as applicable for the year under review is presented in a separate section forming part of this Annual Report are attached hereto as

The Company had entered into following Joint Ventures namely:-

1. Sikka- Salasar JV

2. Salsar- HPL JV.

3. Salasar-REW JV.

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

The statement containing the financial statement of Joint Venture and Associates of the Company was duly disclosed in the Balance sheet. Details of financial of Joint Venture as required under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 is being attached with the Board's Report in Form AOC-1 as Annexure-C and the forming part of the Board's Report.

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.

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 2022-23 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.

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 2023-24. 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.

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, amended up to date and other applicable provisions, if any, the Company has appointed M/s Deepika Madhwal & Associates (C. P. No. 14808) Practicing Company secretaries, to do Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended 31^st march, 2023 in Form MR-3 is annexed to this report as ‘Annexure-D' 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.

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 01^st April, 2023 to 31^st March, 2024.

The Annual Return for the year ended 31st March 2022 in Form MGT-7, filed with Ministry of Corporate Affairs, is available in the Company's website at the following link: www.salasartechno.com/investor

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 of 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.

(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.

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

(Rs in Lakh)

In accordance with the provisions of the Companies Act,2013andtheArticleofAssociationoftheCompany, Ms. Tripti Gupta, Whole Time Director (DIN:06938805) of the Company is liable to retire by rotation and being eligible, offer herself for re-appointment. The Board recommends the re-appointment of Ms. Tripti Gupta, Whole Time Director in the ensuing AGM of the Company.

During the Year Mr. Jitendra Kumar Sharma was appointed as Company Secretary of the company with effect from 11^th February, 2023 Accordingly, pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors at their meeting held on 11^th February, 2023 had accorded the appointment of Mr. Jitendra Kumar Sharma as Company Secretary of the Company. During the Year Mr. Rahul Rastogi was resigned on 30^th November, 2022 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.

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the Rules framed there under , the following persons are the Key Managerial Personnel of the Company as on March 31, 2023:

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. Jitendra Kumar Sharma, Company Secretary (w.e.f. 11.02.2023)

Note: Mr. Rahul Rastogi has resigned from the post of company secretary of the company on 30.11.2022

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, commission and reimbursement 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.

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.

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 www.salasartechno.com.

The company conducts its businesses with high standards of legal, statutory and regulatory compliances. A dedicated Compliance Cell ensures that adequate internal financial controls with reference to the Financial Statement of the Company.

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

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 7 (Seven) times during the Financial Year 2022-23. 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.

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.

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 Boardh as 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 was 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.

The Policy of the Company on remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed to the Board's Report as Annexure F. 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 requires to spent during the year on CSR Rs 71.44 Lakhs for the Current Year. The Company had spent Rs 87.34 Lakhs (including Rs 15.89 Lakhs unspent amount of Last Year) on CSR activities during the financial year 2022-23. As on March 31, 2023 (Corporate social Responsibility Policy) Amended Rules 2021 ("the rules"),. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 has been made as per ‘Annexure-G'.

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.

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.

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

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 and marked as "Annexure- H"

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 there under and details thereof are given in the Notes to the Standalone Financial Statements.

All contracts/ arrangements/ transactions entered by the Company during the FY 2022-23 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. 44 to the standalone Financial Statements. During the FY 2022-23, 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.

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.

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.

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.

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 year 2022-23 is set out in the "Annexure I" to this report.

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.

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 2022-23, 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 2022-23 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.

The Directors acknowledge with sincere gratitude, the cooperation and help extended by all the stakeholders of your Company including its esteemed shareholders, government departments and agencies, financial institutions and banks, customers, vendors and employees.

The following annexures form part of this Report:

a. Dividend Distribution Policy- Annexure ‘A'

b. Corporate Governance Report- Annexure ‘B'

c. Details of Financial of Joint Ventures and Associates- Annexure ‘C'

d. Secretarial Audit Report- Annexure ‘D'

e. Information under sub-rule (1) of Rule 5 of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014- Annexure ‘E'

f. Nomination and Remuneration Policy- Annexure- ‘F'

g. Corporate Social Responsibility Report- Annexure ‘G'

h. Management Discussion and Analysis Report- Annexure ‘H'

i. Business Responsibility and Sustainability Report – Annexure ‘I'