Salasar Techno Engineering Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

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:

Particulars	STANDALONE (Amount in Lakhs.)		CONSOLIDATED (Amount in Lakhs.)
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	1,19,692.34	1,00,005.65	1,20,842.59	1,00,489.50
Other Income	341.58	236.35	347.64	239.94
Total Income	1,20,033.92	1,00,242.01	1,21,190.24	1,00,729.44
Total Expenses	1,12,074.30	94,000.71	1,12,966.48	94,464.40
Profit before Depreciation, Exceptional items & Tax	7,959.62	6,241.30	8,223.76	6,265.04
Less: Depreciation	1,021.20	794.98	1,021.47	794.97
Less: Share of Net Profit of Investments using Equity Method	-	-	-	-
Exceptional Items	-	(64.49)	-	(64.49)
Profit before Tax	6,938.42	5,381.83	7,202.29	5,405.58
Less: Provision for Taxation
Current Tax	1,690.91	1357.97	1,792.13	1,365.74
Deferred Tax	116.84	14.40	116.84	14.40
Profit after tax (PAT)	5,130.67	4,009.47	5,293.33	4,025.44
Other Comprehensive Income (loss)	1.71	(7.94)	1.71	(7.94)
Total comprehensive income	5,132.38	4,001.52	5,295.04	4,017.50
No. of Equity Shares (FV Re. 1)	15,785.26	3,157.05	15,785.26	3,157.05
Earning per share (Basic)	0.33	0.26	0.34	0.26
Earning per Share (Diluted)	0.33	0.26	0.34	0.26

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;

8. SHARE CAPITAL

(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

I, 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. AUDITORS

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:

Particulars	FY 2023-24	FY 2022-23
Foreign exchange earned	7,357.91	12619.28
Foreign exchange used	-	546.89

18. DIRECTORS:

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''

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 NO. 01474484 DIN:00316141

KL-46, Kavi Nagar, B-166, Sector-50, Noida, Gautam Buddha Nagar

Ghaziabad, Uttar Pradesh - 201001 Uttar Pradesh - 201301

Date: 05.09.2024 Place: Hapur

---

Mar 31, 2023

Directors'' Report

To,

The Shareholders of the Company

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:

Particulars	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Revenue from operation Other Income Gross Revenue Total Expenses Profit before Depreciation, Exceptional items & Tax Less: Depreciation Less: Share of Net Profit of Investments using Equity Method Exceptional Items Profit before Tax Less: Provision for Taxation Current Tax Deferred Tax Profit after tax (PAT) Other Comprehensive Income Total comprehensive income No. of Equity Shares (FV Re. 1) Earning per share (Basic) Earning per Share (Diluted)	1000,05.66	690,89.98	1004,89.50	718,86.18
	236.35	218.75	239.94	222.81
	1002,42.01	693,08.73	1007,29.44	721,08.98
	947,95.68	650,55.05	952,59.37	678,83.80
	6,112.32	49,63.36	6,136.06	4,934.86
	794.97	709.68	794.97	709.68
	-	-	-	-
	(64.49)	-	(64.49)	-
	5,381.84	42,53.68	5,405.58	42,25.18
	1357.97	10,96.16	13,65.74	11,03.40
	14.40	(23.90)	14.40	(23.90)
	40,09.47	31,81.42	40,25.44	31,45.68
	(7.94)	72.65	(7.94)	72.64
	40,01.53	32,54.06	40,17.50	32,18.32
	31,57,05,280	2,85,70,528	31,57,05,280	2,85,70,528
	1.32	11.14	1.33	11.01
	1.32	11.14	1.33	11.01

2. FINANCIAL PERFORMANCE:

During the year under review, your Company''s
Revenue from operations was Rs. 1000,05.66 Lakhs
as against ''69,089.98 Lakhs in the previous financial
year at Standalone level. The Profit after Tax amounted
to '' 4,009.47 Lakhs as against ''3,181.42 Lakhs in
the previous financial year. Company''s Profit after
comprehensive income was '' 4,001.53 Lakhs as
compared to '' 3,254.06 Lakhs in the previous financial
year.

The Consolidated Revenue from operations
amounted to ''1004,89.50 Lakhs as against '' 718,86.18
Lakhs in the previous financial year. The Profit after Tax
amounted to ''40,25.44 Lakhs as against '' 31,45.68
Lakhs in the previous financial year. Company''s Profit
after comprehensive income was '' 40,17.50 Lakhs as
compared to '' 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 ''1000
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:-

A. TELECOM:-

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 '' 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 ''529.37 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 '' 21.58 billion for optical fibre
cable-based network for defence services and
''7.16 billion for telecom projects in the north¬
eastern 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.

B. Renewable Energy:-

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.

C. RAILWAY:-

The Indian Railways has committed itself to
achieving 100% electrification, as a part of its goal
ofbecoming a net zero carbon emitter before 2030.
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.

D. POWER TRANSMISSION AND DISTRIBUTION
SECTOR:-

India''s power transmission market is a crucial
component ofthe 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.

E. Heavy Steel Structure

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.

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
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 '' 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 ''

0.10/-paisa per Equity Shares of Nominal Value of '' 1/-
each). The dividend, if approved by the Members in
the ensuing Annual General Meeting, would involve a
cash outflow of '' 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 '' 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 '' 28,57,05,280 (divided into

28.57.05.280 Equity shares of Rs. 1 each) to
''31,57,05,280 (divided into 31,57,05,280 Equity
shares of Rs. 1 each)

(b) Status of Shares

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.

(c) Sub- Division of Equity Shares

The Board of Directors on 30^th April, 2022 has
recommend Sub-division of Equity Shares
in (1 0:1 ) 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 '' 28,57,05,280 divided in to

28.57.05.280 Equity Shares of '' 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.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY''S OPERATIONS IN FUTURE

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.

11. CORPORATE GOVERNANCE 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
"Annexure-B"

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIESJoint Venture and Associates

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

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

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.

14. DEPRECIATION 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. AUDITORS15.1 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 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.

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 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.

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 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.

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

16. ANNUAL RETURN

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

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 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.

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:

Particulars	FY 2022-23	FY 2021-22
Foreign exchange earned	12619.28	7558.76
Foreign exchange used	546.89	88.65

18. DIRECTORS:18.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL

In accordance with the provisions of the Companies
Act, 2013 and the Article ofAssociation ofthe Company,
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.

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, 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

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, commission 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 www.salasartechno.com.

20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

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.

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-E''

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 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.

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 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.

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

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 '' 71.44 Lakhs for the Current Year. The Company
had spent '' 87.34 Lakhs (including '' 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''.

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 and marked as "Annexure-
H"

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 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.

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

36. ACKNOWLEDGEMENTS

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.

37. ANNEXURES

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''

For and on behalf of the Board of Directors
For Salasar Techno Engineering LimitedAlok Kumar Shashank Agarwal

Chairman and Managing Director Jt. Managing Director

DIN NO. 01474484 DIN:00316141

KL-46, Kavi Nagar B-166, Sector-50

Date: 12.08.2023 Ghaziabad-201001 Gautam Budh Nagar

Place: New Delhi Uttar Pradesh Noida 201301 UP

---

Mar 31, 2018

The Members,

The Directors have pleasure in presenting their 17^th Annual Report on the business and operations of the Company and the Consolidated and Standalone Audited Financial Statements of the Company for the Financial Year ended March 31^st, 2018.

FINANCIAL RESULTS:

The Company''s financial performance, for the year ended March 31, 2018 is summarized below:

	STANDALONE (Amount in Lakhs.)		CONSOLIDATED (Amount in Lakhs.)
Particulars	2017-18	2016-17	2017-18	2016-17
Gross Revenue	48,625.78	40,409.49	50,392.65	41,659.97
Total Expenses	45,251.17	37,836.82	46,094.97	38,830.66
Profit before Depreciation, Exceptional items & Tax	3,531.01	2,697.33	4,683.76	3,158.16
Less: Depreciation	156.41	124.67	386.09	328.85
Exceptional Items	25.62	50.83	25.62	50.83
Profit before Tax	3,400.23	2,623.49	4,332.80	2,880.14
Less: Provision for Taxation
Current Tax	1,170.60	1,001.00	1,420.81	1,056.63
Deferred Tax	(30.97)	(48.66)	(60.10)	(45.89)
Profit after tax (PAT)	2,260.59	1,671.15	2,962.10	1,869.40
Other Comprehensive Income	1.74	(1.35)	4.73	(0.26)
Total comprehensive income	2,262.33	1,669.80	2,966.83	1,869.15
Add: Balance brought forward from Previous year	5,793.39	4,123.59	6,275.02	4,408.38
Surplus available for appropriation	8,055.72	5,793.39	9.241.85	6,277.53
Appropriations:
Dividend on Equity Shares	132.85	-	132.85	-
Tax on Dividend	27.05	-	27.05	-
Balance Carried to Balance Sheet	7,895.82	5,793.39	9,081.95	6,275.021
No. of Equity Shares	1,32,85,264	99,56,300	1,32,85,264	99,56,300
Earning per share (Basic)	18.47	16.78	24.21	18.78
Earning per Share (Diluted)	18.47	16.78	24.21	18.78

* After deduction of Rs. 2.51 Lakh of adjustment on amalgamation of Ganges Concast Industries Ltd a wholly owned subsidiary of Salasar Stainless Ltd.

FINANCIAL PERFORMANCE:

The Company continued on its growth trajectory in Financial Year 2017-18. During the year under review, your Company reported a top-line growth of 27.97% over the previous year. At Standalone level, the Revenue from operations amounted to Rs. 47,728.80 Lakhs as against Rs 37296.02 Lakhs in the previous financial year. The increase in turnover reflects performance of the Company on the expected line in the Current Year sales. The Company is able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies around project execution and product placement. Other income has also increased as compared to previous year, primarily on account of interest on Fixed Deposits pledge with bank as margin money. Other income includes interest income.

The Profit Before Tax amounted to Rs. 3,400.23 Lakhs as against Rs. 2,623.49 Lakhs in the previous financial year. Company''s Profit After tax was Rs. 2,260.59 Lakhs as compared to Rs.1,671.15 Lakhs in the previous financial year.

The Consolidated Revenue from operations amounted to Rs. 49,474.07 Lakhs as against Rs. 38,428.57 Lakhs in the previous financial year, registering a growth of 28.74%. The Profit Before Tax amounted to Rs. 4,322.80 Lakhs as against Rs. 2,880.14 Lakhs in the previous financial year. Company''s Profit After tax was Rs. 2,962.10 Lakhs as compared to Rs. 1,869.40 Lakhs in the previous financial year.

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.

BUSINESS OPERATIONS:

The Company is primarily engaged in the business of Manufacturing and sale of galvanized steel structure including telecom towers, transmission line towers and solar panels. Your Company has two manufacturing units at Jindal Nagar, Hapur District (UP) and Khera Dehat, Hapur District (UP). During the year under review, your Company performed well despite various challenges in the manufacturing sector adversely affecting raw material and consumables. Your Company expanded its operations.

DIVIDEND:

Your Directors have recommended a Dividend of Rs. 1.00 (Rupee One, i.e. 10%) per equity share of face value of Rs. 10.00 (Rupees Ten Only) each and (Interim Dividend already paid Rs. 1.00 per Equity Share) for whole of the year aggregating to Rs.1,32,85,264.00(excluding Dividend Distribution Tax)for the Financial Year 2017-18, which, if approved by the members at the ensuing 17th Annual General Meeting(AGM), 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 21, 2018.

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

TRANSFER TORESERVES:

The Company has not made any transfer to reserve during the Financial Year 2017-18. However, profit for the year is shown as surplus under the head Reserve & Surplus during the financial year 2017-18.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013read 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;

SHARE CAPITAL AND INTIAL PUBLIC OFFERING

(a) Initial Public Offering (IPO)

During the Financial Year 2017-18, your Company entered into the Securities Market through Initial Public Offering (IPO). The public issue comprised of Fresh Issue of 33,28,964 Equity Shares of Rs. 10/- each at a premium of Rs. 98/- per share aggregating to Rs. 35,95,28,112.

Equity Shares of the Company are listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and are regularly traded on both the exchanges w.e.f. July 25, 2017.

(b) Change in the capital structure of the Company

During the year your Company has allotted 33,28,964 Equity Shares of Rs. 10/- each at a premium of Rs. 98/per share by way of Initial Public Offering (IPO). Therefore the paid up Share Capital of the Company has been increased from Rs. 9,95,63,000/- to Rs. 13,28,52,640/-

(c) Status of Shares

As the members are aware, the Company''s shares are compulsorily tradable in Electronic form. As on March 31, 2018, 99.9999% of the Company''s total paid up capital representing 1,32,85,259 shares are in dematerlized form and 0.00001% of the Company''s total paid up capital representing 5 shares are in physical form.

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.

GENERAL DISCLOSURES

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

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Directors are optimistic about company''s business and hopeful of better performance with increased revenue incoming year. There was no change in the nature of business of Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There is no situation which may be prejudicial to the interest of the members of the Company or which may impact the going concern status and company''s operation of the Company in the future.

CORPORATE GOVERNANCE 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 "Annexure-B"

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has a wholly owned subsidiary based at Delhi namely- Salasar Stainless Ltd. Details of Subsidiary company is hereunder. The Company has entered into Joint Venture with Sikka Engineering Company named as Sikka- Salasar JV dated 30^th March, 2017 while the company does not have any Associate Company.

Sl. No.	Name and Address of the Company	CIN/GLN/PAN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
1	Salasar Stainless Ltd C-211, 2nd Floor, C-Block, Narwana Apartment, I.P EXTN. Patparganj, Delhi-110092	U27205DL2010PLC201399	Wholly Owned Subsidiary	100%	2(87)

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

The statement containing the financial statement of Salasar Stainless Ltd being the subsidiary of the Company was duly disclosed in the Balance sheet under Schedule 12. Details of financial of subsidiary 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 FormAOC-1 as Annexure-C and the forming part of the Board''s Report. 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 FormAOC-1 as Annexure-C1 and the forming part of the Board''s Report.

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.

AUDITORS STATUTORY AUDITORS

The Members of the Company at the Annual General Meeting of the Company held on July 19, 2017 had appointed M/s Arun Naresh& CO., Chartered Accountant (FRN 007127-N) as Statutory Auditor of the Company to hold such office till the conclusion of the ensuing the Annual General Meeting.

M/s Arun Naresh & CO., Chartered Accountant (FRN 007127-N) has confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company.

Your Directors recommend ratification of appointment of Statutory Auditors to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in 2022 subject to ratification in each AGM.

The Statutory Auditors'' Report for the FY 2017-18 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Company under sub-section (12) of Section 143of the Act.

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 2017-18. As required under the Companies Act, 2013 a resolution seeking members'' approval for remuneration payable to the Cost Auditor for part of the Notice convening the Annual General Meeting for their ratification.

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 do Secretarial Audit of the Company for the Financial Year 2017-18.The Secretarial Audit Report for the Financial Year ended 31^st march, 2018 is attached and marked 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.

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 had appointed M/s VAPS & Co., Chartered Accountants, New Delhi (FRN 003612N) as internal auditor of the Company to conduct internal audit of the Company from 01^st October, 2017 to 31^st March, 2018.

Further on recommendation of audit committee, the Board of Directors of the Company has approved the reappointment of aforesaid audit firm as internal auditors for the financial year 2018-19.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No.MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, has been made part of the Board''s Report as ''Annexure-E''.

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:

A) 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) Installation of Induction Lights/ LED Lights at various locations resulting in saving of energy.

(ii) The Company has substituted the use of furnace oil with LPG in the zinc melting furnace of galvanizing plant at our one Unit. LPG is a more sustainable fuel than furnace oil and minimizes environmental pollution and also leads to more efficiency.

(iii) Replacement of old motors with energy efficient motors.

B) 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: No technology has been imported in the last 3 years

(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.

C) Foreign exchange earnings and Outgo:

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

(Rs. in Lakh)

Particulars	FY 2017-18	FY 2016-17
Foreign exchange earned	2,105.89	564.07
Foreign exchange used	520.80	55.26

DIRECTORS:

A) 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. Shalabh Agarwal Whole time Director (DIN:00316155) 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. Shalabh Agarwal as Whole Time Director in the ensuing AGM of the Company.

During the year under review, Mr. Rahul Rastogi appointed as Company Secretary of the Company w.e.f. 30^th September, 2017 in place of Ms. Bavneet Kaur.

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

(B) DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

(C) BOARD EVALUATION

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.

The above said evaluation based on the criteria which includes, among others, providing strategic perspective, Chairmanship of Board and Committees, attendance and preparedness for the meetings, contribution at meetings, effective decision making ability, role of the Committees. The detailed analysis of performance evolution is incorporated under nomination and Remuneration Committee head in Corporate Governance Report.

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 www.salasartechno.com.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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.

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, 2014respectively, is annexed to the Board''s report as ''Annexure-F''.

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 16 (Sixteen) times during the Financial Year 2017-18. 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.

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.

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 the 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.

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

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 G.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND ITS COMMITTEES

The company has always taken steps initiating the Corporate Social Responsibility. The Company''s endeavor is to create value for the nation, enhancing the quality of life across the entire socio-economic spectrum. The Company strives to seek greater alignment between its stakeholders to generate value in the long-term.

The Company aims to develop products and services centered on driving customer satisfaction, while contributing to the overall objective of community development. The CSR policy of the Company can be accessed on the Company''s website: www.salasartechno.com.

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 require to spent an amount of Rs. 35.94 Lakh in CSR activities, whereas the Company has spent Rs. 48.46 Lakh. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 has been made as per ''Annexure H''.

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.

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 and marked as "Annexure- I".

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with Related Parties during the financial year were onarm''s length basis and were 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 obtain specific approval of the Audit Committee before entering into any such transactions. Further, disclosure as required under Indian Accounting Standards ("IND AS")- 24 have been made in Note No. 37 to the standalone Financial Statements.

Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large. 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.

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.

ROLE OF THE CHIEF FINANCIAL OFFICER (KMP)

During the year under review, Your Company designated Mr. Kamlesh Kumar Sharma, a key employee of the Company as Chief Financial Officer-Cum-Key Managerial Personnel of the Company who 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.

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.

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

During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee under the aforesaid Act is yet to be constituted. The Board is making its effort to identify third-party representative from an NGO/an agency conversant with the subject and having experience in social service or be familiar with labour, service, civil or criminal law.

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 2017-18, 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 2017-18 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.

ACKNOWLEDGEMENTS

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.

ANNEXURES

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 Subsidiaries- Annexure ''C''

d. Details of Financial of Joint Ventures- Annexure ''C1''

e. Secretarial Audit Report- Annexure ''D''

f. Extract of Annual Return- Annexure ''E''

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

h. Nomination and Remuneration Policy- Annexure ''G''

i. Corporate Social Responsibility Report- Annexure ''H''

j. Management Discussion and Analysis Report- Annexure ''I''

For and on behalf of the Board of Directors

For Salasar Techno Engineering Limited

Sd/- Sd/-

Alok Kumar Shashank Agarwal

Chairman and Managing Director Jt. Managing Director

DIN NO. 01474484 DIN:00316141

KL-46, Kavi Nagar B-166, Sector-50

Ghaziabad-201001 GautamBudh Nagar

Uttar Pradesh Noida 201301 UP

Date : 14.08.2018

Place: New Delhi