The Directors have the pleasure in presenting the 40^thAnnual Report along with the Audited Financial Statements of
the Company for the year ended March 31,2025

The Information furnished hereunder is in line with Section 134 of the Companies Act 2013 and applicable Provisions
contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

1. PERFORMANCE REVIEW:-

Financial Summary of the Company

2. ECONOMIC AND OPERATIONAL LANDSCAPE
DURING THE YEAR

During FY25, the Indian economy demonstrated
resilience with a GDP growth of around 6.5%.
Inflation was somewhat enhanced in the early part
of the year due to global factors but moderated
gradually with effective monetary policy measures.
The government continued to push capital
expenditure and implement key policy initiatives,
including the Production-Linked Incentive (PLI)
schemes; focus on ease of doing business,
infrastructure modernization, and green energy
transition. The industrial sector saw moderate

recovery with growth in core sectors like
construction and manufacturing. Despite global
headwinds, the overall economic and industrial
environment remained stable and supportive of a
long-term growth momentum.

In the backdrop of an uncertain economic
environment caused by persistent global
headwinds and their definite spill- over effects on
the Indian market, Salzer delivered a resilient
standalone performance in FY25. The company
recorded an operating revenue of Rs.1,382.92
crore, reflecting a strong 22% growth over the
previous year, driven primarily by robust demand in

the industrial Switchgear and Wires & Cables
segments. EBITDA, excluding other income, rose by
13.4% to Rs.124.94 crore. However, margins
witnessed a moderate contraction to 9.03% from
9.70%, attributable to strategic investments in
the company's emerging Smart Meter business.
Profit after Tax grew significantly by 44.2% to
Rs.62.26 crore, aided by an exceptional gain of
Rs.15.18 crore from a partial divestment of
investment in its subsidiary, Kaycee Industries
Limited.

Over the last five years, Salzer has demonstrated a
consistent growth, with sales rising at a
Compounded Annual Growth Rate (CAGR) of 20%,
reaching Rs.1,382.92 crore in FY25. Operating
Profit and PAT also grew steadily at 15% and 19%
CAGR respectively, reflecting strong execution,
improved scale, and disciplined financial
management across the business vertical.

Salzer's export business continued its strong
upward trajectory in FY25, registering a 24%
growth to Rs.379 crore from Rs.305 crore in
FY24. Exports contributed 27% to the total
revenue, up from 23% in the previous year,
reflecting increasing global acceptance of Salzer's
high-quality and reliable electrical solutions. Over
the past five years, export revenue has grown at a
robust CAGR of 30%, rising from Rs.98 crore in
FY20. This sustained momentum underscores
Salzer's successful expansion into international
markets and reinforces its strategic focus on
diversifying its revenue streams, enhancing global
presence, and supporting overall corporate
growth.

3. INDIVIDUAL DIVISION’S PERFORMANCE AND
CONTRIBUTIONS

i) Industrial Switch Gear Division:

The Industrial Switchgear segment continues to be
the cornerstone of Salzer Electronics' business,
contributing significantly to its overall
performance. In FY25, the segment recorded
robust growth, driven by strong demand from
industrial automation, infrastructure, and
renewable energy sectors. Salzer's wide range of
switchgear products—such as rotary switches,
load break switches, and modular switches—are
well-recognized for their reliability, safety, and
compliance with global standards. The company's
focus on product innovation, customization, and
expanding OEM relationships has helped
strengthen its market leadership. With increased
adoption of energy-efficient and intelligent control
systems, the segment is poised to remain a key
growth driver going forward.

The Industrial Switchgear segment of the Company
sustained its strong growth momentum, posting
revenues of Rs.798.21 crore in FY25—a notable
28% increase over Rs.621.25 crore in FY24. Over
the five-year period from FY20 to FY25, the
segment delivered an impressive CAGR of 26%,

reflecting consistent performance and increasing
relevance in both domestic and global markets. This
segment contributed 57% of the Company's total
standalone revenue in FY25, reinforcing its position
as the backbone of Salzer's operations. Growth
was underpinned by steady demand from core
industries and the export business, continued
product innovation, and a focus on delivering
reliable, high-quality, and customized engineering
solutions. The segment maintained a robust
EBITDA margin of 11.84% in Fy25.

In FY25, Wire Harness, Transformers, Cam
switches, Isolators, Conduit Tubing and Relays all
had strong growth momentum. This strong
performance reflects product diversity, market
alignment, and robust customer acceptance.

ii) Wires and Cables

The Wires and Cables remains a vital contributor to
Salzer Electronics' overall business portfolio,
reflecting consistent growth and strong market
presence. In FY25, the segment recorded healthy
performance, driven by increased demand from
infrastructure, industrial, and residential sectors.
Salzer's comprehensive product range—including
flexible cables, control cables, Data Cables and
specialty wires-caters to the Indian markets,
aligning with stringent safety and performance
standards. The company's focus on quality
assurance, customized solutions, and timely
delivery has strengthened its reputation among
OEMs. With government-led infrastructure
development and rising electrification needs, the
segment is poised for sustained expansion in the
coming years.

Wires and Cables market is intensely competitive,
with a mix of organized players and unorganized
local manufacturers, leading to pricing pressures
and the need for continuous product
differentiation. Despite these challenges, Salzer
has successfully navigated this landscape through
consistent quality, and a strong OEM customer
base.

The Wires and Cables Division of the Company
maintained its steady growth trajectory, recording
revenues of Rs.511.53 crore in FY25, marking a
14% increase over the previous year. Over the five-
year period FY20 to FY25, the segment achieved a
healthy CAGR of 14%, underlining its stability and
consistent market demand. Contributing 37% to
the Company's overall revenue in FY25, this
segment continues to benefit from strong demand
in infrastructure, industrial, and residential
sectors.

iii) Building Products

This Division of the Company operates in a highly
fragmented and intensely competitive market, with
significant presence of unorganized players
creating persistent pricing and margin pressures.
As a result, growth in this Division has remained

modest, primarily due to market-related
challenges. Recognizing the need to reposition
this vertical for long-term value, the Company
has initiated strategic steps to expand into
export markets. In line with this vision, Salzer
secured its first international order from
Australia, marking a key milestone in this
segment's journey Focused efforts are now
u n d e r w a y t o e n h a n c e p ro d u c t
competitiveness, streamline distribution, and
unlock future growth potential globally

Salzer's Building Products segment posted
revenue of Rs.76.22 crore in FY25, reflecting
a 15% year-on-year growth. Over the five-year
period FY20 to FY25, the segment recorded a
healthy CAGR of 16%. Despite consistent
efforts, the segment contributed only 6% to
the Company's total standalone revenue in
FY25 due to above said reason.

4. CONSOLIDATED FINANCIAL
PERFORMANCE

The Company delivered a strong financial
performance in FY25, recording consolidated
operating revenue of Rs.1,418.33 crore, a
22% increase over Rs.1,166.31 crore in
FY24. Operating profit rose by 14% to
Rs.133.90 crore, compared to Rs.116.98
crore in the previous year. Net profit stood at
Rs.52.47 crore, reflecting a growth of 11%
over Rs.47.07 crore in FY24. The Company's
consolidated net worth also improved
significantly to Rs.526.09 crore as against
Rs.456.08 crore in the previous year,
registering a 15% increase.

5. KEY SIGNIFICANT DEVELOPMENTS

A. Re-entry into Energy Management through
BBMP Project

After a gap of five years, in the Current
financial year, has re-entered the Energy
Management space by securing a significant
Energy Efficiency Project from the Bruhat
Bengaluru Mahanagara Palike (BBMP), The
project, valued at Rs.192 crore, involves the
implementation of a Centralized Control and
Monitoring System (CCMS) and the
replacement of existing conventional
streetlights with energy-efficient LED lights
across the East Zone and part of the
Bommanahalli Zone of BBMP The contract is
being executed in consortium with Schnell
Energy Equipments Private Limited,
leveraging their expertise in streetlight
management. The project is scheduled to be
completed within eight months, and the
consideration will be received over a period of
84 months, as per the agreed terms. To
facilitate smooth execution and lifecycle
management, a Special Purpose Vehicle (SPV)
has already been incorporated jointly with
Schnell. This marks a focused and strategic

step toward expanding Salzer's footprint in
energy efficiency solutions.

B. Poised for Scalable Growth in Smart Metering

During Financial Year 2024-25, the Company
secured a repeat order for ' 50 crore for Smart
Energy Meters from one of India's largest
Advanced Metering Infrastructure Service
Providers (AMISP). This follows an earlier Q5
crore order from the same customer, reflecting
continued trust in Salzer's product quality and
manufacturing capabilities. Backed by a state-
of-the-art facility with an annual capacity of 4
million smart meters, Salzer is strategically
positioned to meet ever growing demand under
the Government of India's Revamped
Distribution Sector Scheme (RDSS).

While the smart metering industry presents a
significant opportunity exceeding 25 cr meters
nationwide, the pace of actual deployment on
the ground has been slower than anticipated.
AMISPs-who form the core customer base for
this initiative-continue to face various practical
challenges related to field implementation,
including infrastructure readiness, DISCOM-
level coordination, and integration issues.
Acknowledging these hurdles, the Government
of India recently extended the overall
implementation timeline for the smart meter
rollout by an additional two years, highlighting
the complexity and scale of the program.

Despite these near-term execution challenges,
Salzer remains optimistic about the long-term
potential of the sector. The Company continues
to engage closely with AMISPs and remains
committed to scaling its smart metering
operations, with the goal of becoming a long¬
term, reliable partner in India's digital energy
transformation.

6. STRATEGIC GROWTH DRIVERS FOR A
FUTURE-READY SALZER

Salzer's strategy for future growth is firmly
anchored in innovation, diversification, and
global expansion. The Company remains
committed to developing technology-led
solutions that address evolving customer
needs and emerging industry trends.

Product Innovation is central to Salzer's
vision. The Company continues to explore and
introduce advanced technology products
across all business verticals, ensuring a robust
pipeline of three to five new product launches
annually

Diversification remains a key focus,
particularly in high-margin segments such as
wires and cables. By continuously broadening
its product portfolio, Salzer aims to enhance
profitability and market relevance.

Geographical Expansion is actively pursued, with
strategic efforts underway to grow presence in
emerging markets such as Africa and Australia.
This not only drives export growth but also
mitigates regional concentration risks.

Salzer is also open to technical alliances with global
and domestic partners, aimed at accelerating
product development and fostering shared
innovation.

In addition, the Company is actively exploring
inorganic growth opportunities through strategic
acquisitions that complement its core business
and add long-term value.

These integrated initiatives will collectively drive
sustained growth, profitability, and leadership in
the years ahead.

7. DIVIDEND

At the meeting held on May 24, 2025, the Board of
Directors considered and recommended a final
dividend of 25% (Rs.2.50 per equity share of face
value Rs.10 each) for the financial year ended
March 31, 2025. The total outflow on account of
this proposed dividend amounts to Rs.4.42 crores.

The dividend, once approved by the shareholders at
the ensuing Annual General Meeting, will be paid to
all eligible members whose names appear in the
Register of Members as on the record date within
the statutory time limit

8. CAPITAL STRUCTURE AND OTHER RELATED
ISSUES

i) Preferential issue of securities

a. In order to meet the Company's working capital
requirements and for general corporate purposes,
the Board of Directors, with the prior approval of
the shareholders obtained through an
Extraordinary General Meeting held on December
07, 2022, allotted 17,00,000 convertible share
warrants on December 13, 2022. These warrants
were issued at a price of Rs.278.50/- per warrant,
aggregating to a total consideration of Rs.47.35
Crore to the Bodies Corporate forming part of the
Promoter Group in compliance with the provisions
of the Companies Act, 2013 and the SEBI (Issue of
Capital and Disclosure Requirements) Regulations,
2015. Such warrants were convertible into one
equity share of face value Rs.10/- within a period of
18 months from the above -said date of allotment.

b. The warrant holders exercised their right of
conversion in multiple tranches. As on April 1,
2024, 3,00,000 warrants remained outstanding,
which were duly converted into equity shares on
May 28, 2024. Consequently, all 17,00,000
warrants have been fully converted into equity
shares in accordance with the terms of the issue
and applicable SEBI Regulations.

c. Details of utilization of funds in terms of Regulation
32 (7A) of the Listing Obligations and Disclosure

Rpm linpmpnhQl Rpm ilpihinnQ

d. There has been no deviation or variation in the
utilization of proceeds arising from the preferential
issue of 17,00,000 share warrants, as approved
by the shareholders at the Extraordinary General
Meeting held on December 07, 2022. The proceeds
have been applied in line with the objects stated in
the Explanatory Statement annexed to the Notice
of the said EGM dated November 10, 2022.

ii) Increase in the Share Capital

Consequent to the allotment of 3,00,000 equity
shares of Rs.10/- each on May 28,2024 upon
conversion of warrants, the issued, subscribed and
paid up capital of the Company increased from
Rs.17,38,27,370/- comprising of 1,73,82,737
equity shares of Rs.10/- each to
Rs.17,68,27,370/- comprising of 1,76,82,737
equity shares of Rs.10/- each.

iii) Amendment to the Memorandum and Articles of
Association

During the year under review, tha Company has not
amended any Provisions in the Memorandum and
Articles of Association.

9. CORPORATE GOVERNANCE

Pursuant to the requirements under Schedule V©
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate
section detailing the Corporate Governance
practices followed by the Company forms part of
this Annual Report. A certificate from the
Company's Statutory Auditors confirming
compliance with the conditions of Corporate
Governance, as prescribed under the said
Regulations, is also annexed to this Report and
marked as Annexure -1.

10. RESERVES

The Company had not transferred any amount from
the profits for the financial year 2024-25 to the
General Reserve. The entire retained earnings have
been carried forward and remain available for future
business requirements.

11. LIQUIDITY

The Company has adequate cash and cash
equivalents in its Books as at March 31, 2025 to
effectively take care of all current liabilities.

12. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, the nature of the business of the

Company - Manufacturing of Electrical Installation
Products-has not changed.

13. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

No material changes and commitments affecting
the financial position of the Company have occurred
between the end of the financial year of the
Company to which financial statements relate and
the date of this report.

14. 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

During the year under review and up to the date of
this Report, no significant orders have been passed
by any Court in India, Tribunal, or Regulatory
Authority which would impact the Company's going
concern status or have a material bearing on its
future operations.

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

The Company has established effective and
progressive internal financial control systems to
ensure operational stability, accurate financial
reporting, and compliance with applicable laws.
These controls are regularly reviewed, formalized
into work policies, and enhanced through
continuous automation efforts to improve system
efficiency and reliability

Recognizing the dynamic business environment,
the Company proactively identifies financial
reporting risks related to major line items and
establishes controls to mitigate such risks. These
controls are reviewed periodically in response to
changes in operations, IT infrastructure, and
regulatory updates. The Corporate Accounts
function is actively involved in designing and
validating key process changes, including those
affecting IT systems related to financial reporting.

The internal check mechanism includes routine
physical verification of inventories, fixed assets,
and cash on hand. No material discrepancies were
observed during the year under review.
Judgements and estimates used in financial
statements are made using sound policies and,
where appropriate, validated by external agencies.
These are subject to review and approval by the
Audit Committee.

The Company also maintains a robust internal audit
system monitored by both Internal and External
Auditors. Additionally, a Code of Conduct and a

Whistle Blower Policy are in place to promote
transparency and accountability across all levels of
the organization.

16. DETAILS OF SUBSIDIARY/JOINT
VENTURES/ASSOCIATE COMPANIES

As at March 31,2025, your Company has following
subsidiary Companies

a) Kaycee Industries Limited,

b) Salzer Kostad EV Charges Private Limited;

c) Salzer EV Infra Private Limited - Wholly Owned
Subsidiary

d) Salzer Emarch Electromobility Private Limited
(Step down subsidiary of Salzer EV Infra Private
Limited) and

e) Salzer Electronics Arabia Limited- Wholly Owned
Overseas Subsidiary

Performance Analysis of Subsidiary and Associate
Entities

A) Kaycee Industries Limited

i. Kaycee Industries Limited, a subsidiary of the
Company, reported a steady financial performance
for the financial year ended March 31, 2025. The
Company recorded revenue of Rs.53.20 crore in
FY25, reflecting a 9% growth over Rs.48.81 crore
reported in the previous year. Operating Profit
stood at Rs.8.64 crore, a significant increase of
27% compared to Rs.6.78 crore in FY24. Net
Profit (PAT) also registered a robust growth of
31%, rising to Rs.5.88 crore from Rs. 4.49 crore
in the previous year.

ii. Improved operational efficiency and cost
management contributed to the enhanced
profitability The Operating Profit Margin improved
to 16% in FY25 from 14% in FY24, while PAT Margin
increased to 11% from 9% during the same period.
The results underscore the subsidiary's continued
focus on strengthening its core business, driving
margin expansion, and maintaining consistent value
creation within the group.

Iii. Kaycee delivered consistent growth over the past
five years, with sales posting a 5-year Compounded
Annual Growth Rate (CAGR) of 18% and Profit after
Tax growing at 33% CAGR. Net worth doubled to
Rs. 29.03 crore in the last five years, reflecting
strong focus on efficiency, profitability, and long¬
term value creations.

iv. Kaycee acquired a 27% stake in October 2024 in
Ultra-Fast Charges Private Limited, a Hyderabad-
based start-up engaged in developing and
manufacturing DC charging stations for electric
cars. This transaction marks Kaycee's foray into
the EV space.

v. During the year, Kaycee carried out a stock split,
converting one equity share of Rs.100 each into 10
equity shares of Rs.10 each. Besides, Kaycee

issued bonus shares in the ratio of 1:4, i.e., for
every one equity share of Rs.10, four bonus equity
shares of Rs.10 were allotted. Following the stock
split and bonus issue, each original Rs.100 share
effectively became 50 equity shares of
Rs.10—representing a phenomenal reward in
Kaycee's history for its shareholders.

B) Salzer Kostad EV Charges Private Limited
-Subsidiary Company

i. Salzer Kostad EV Chargers Private Limited was
incorporated with the primary objective of
establishing fast charging stations for electric
vehicles, in collaboration with Kostad, an Austrian
technology partner. However, the venture was
subsequently assessed to be operationally unviable
and failed to generate any economic value.

ii. Accordingly, the Board of Directors, at their
meeting held on May 24, 2025, approved the write¬
off of the entire equity investment of Rs.83 lakhs,
representing a 67% shareholding in the said
subsidiary The investment has been fully impaired
during the financial year 2024-25, in accordance
with the requirements of Indian Accounting
Standard CInd AS) 36-Impairment of Assets.

iii. This decision reflects the Company's prudent
approach to financial reporting and commitment to
transparency in recognising business risks and
unrealized assets.

C) Salzer EV Infra Private Limited (Wholly owned
subsidiary)

i. Salzer EV Infra Private Limited, a wholly owned
subsidiary of the Company, has been established as
an investment vehicle to channel strategic
investments into companies engaged in the
electric vehicle CEV) sector and energy-related
ventures. The Company made investments through
Salzer EV Infra in Salzer EMarch Electromobility
Private Limited, a company engaged in the
manufacture of electric conversion kits for auto¬
rickshaws, cars, and buses, as well as the
development of novel electric-powered utility
vehicles.

ii. Furthermore, Salzer EV Infra will also serve as the
investment conduit for the Company's proposed
equity participation in a Special Purpose Vehicle
CSPV), as detailed under Serial No. 5.a of this
Report.

D) Salzer EMarch Electromobility Pvt. Ltd (Step
down subsidiary)

i. The Company, through its wholly owned subsidiary
Salzer EV Infra Private Limited, had formed a joint
venture entity, Salzer EMarch Electromobility
Private Limited, in association with EMarch LLP,
with the objective of developing and manufacturing
electric vehicle conversion kits for auto-rickshaws.
However, the proposed project was subsequently
evaluated and found to be operationally
unsustainable, with no economic returns realised

from the investment. Accordingly, the Board of
Directors, at their meeting held on May 24, 2025,
approved the write-off of the entire investment of
Rs.34.75 lakhs, representing a 98.50% equity
holding in the step-down subsidiary, Salzer EMarch
Electromobility Private Limited.

ii. The said investment has been fully impaired in the
financial year 2024-25, in accordance with the
principles of Indian Accounting Standard CInd AS)
36 - Impairment of Assets, and has been
appropriately accounted for in the consolidated
financial statements of the Company.

E) Salzer Electronics Arabia Limited (Wholly Owned
Overseas Subsidiary)

Salzer Electronics Arabia Limited was
incorporated in September 2024 to establish a
manufacturing facility in Saudi Arabia, aiming to
serve customers and expand operations across
GCC countries. Preliminary groundwork for setting
up the facility is underway, marking a strategic step
toward strengthening Salzer's international
footprint in the Middle East region.

17. DEPOSITS

During the Financial year under review, the
Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act 2013
read with Companies (Acceptance of Deposits)
Rules, 2014. As such there was no deposit
outstanding as at March 31,2025.

18. STATUTORY AUDITORS

The Shareholders, at the 39th Annual General
Meeting held on September 14, 2024, approved
the appointment of M/s. Swamy & Ravi, Chartered
Accountants (Firm Registration No. 004317S),
Coimbatore, as the Statutory Auditors of the
Company for a term of five consecutive years,
commencing from the conclusion of the 39th
Annual General Meeting until the conclusion of the
44th Annual General Meeting, covering the
financial year 2028-29.

M/s. Swamy & Ravi., Chartered Accountants have
furnished a certificate to the Board confirming that
they are not disqualified from continuing as
Auditors of the Company

19. INVESTMENTS MADE BY THE COMPANY

The Company has established adequate systems to
periodically review the fair value of its investments
and assess any material impact resulting from
fluctuations in their valuation. These assessments
are carried out in accordance with the applicable
accounting standards and are appropriately
reflected in the financial statements.

During the reporting period, based on such
evaluations, certain investments were identified
where the economic value had diminished entirely.
As a result, these investments were fully written

off in the books of accounts in compliance with the
principles of fair value measurement and
impairment under applicable Indian Accounting
Standards.

Further details relating to these write-offs are
provided under Serial No. 16(b) and 16(d) of this
Report.

20. AUDITORS’REPORT

The Independent Audit Report along with the
Annexure as prescribed under Companies
(Auditors' Report) Order 2020 as issued by the
Auditors' are appended to this Annual Report. The
Auditors have not made any qualification / adverse
remarks.

21. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OF THE COMPANIES ACT 2013

There were no instances of fraud reported by the
Auditors to the Central Government or to the Audit
Committee of the Company as indicated under the
provisions of Section 143 (12) of the Companies
Act, 2013.

22. MAINTENANCE OF COST RECORDS UNDER
SUB-SECTION (1) OF SECTION 148 OF THE
COMPANIES ACT, 2013

Pursuant to the provisions of Section 148 (1) of the
Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014, the Company was
required to maintain cost records. Accordingly, the
Company has duly made and maintained the Cost
Records as mandated by the Central Government.

23. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form No. MGT -
7 forms part of the Board's report given in the
company's website www.salzergroup.net in
compliance with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014.

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

The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo
given as Annexure- 2 herewith separately.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee of
the Board of Directors and has adopted a CSR
Policy. The same is posted in the Company's
website www.salzergroup.net A report in the
prescribed format detailing the CSR expenditure
for the year 2024-25 is attached herewith as
Annexure-3 and forms a part of this report

26. DIRECTORS:

A. Changes in Directors and Key Managerial
Personnel

i. During the Year, Mr. Sunder Rajan Raman was
appointed as Independent Director effective May
28, 2024. The Board is of the opinion that the
integrity, expertise and experience (including the
proficiency) of Mr. Sunder Rajan Raman are
satisfactory.

ii. During the year, the following Independent
Directors retired from the Board effective August
08, 2024, upon completion of their two
consecutive terms of five years each, in accordance
with the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015:

a) Mr. N. Rangachary

b) Mr. V Sankaran

c) Mr. P K. Shah

d) Mr. N. Jayabal and

e) Mr. Nirmal Kumar Chandria

iii. Mr. P Ramachandran, Whole-Time Director, and
Mrs. Thilagam Rajeshkumar, Non-Executive Non¬
Independent Director, resigned from the Board
effective August 08, 2024, due to their personal
reason,

iv. Mr. N. Rangachary and Mr. N. Sankaran were
appointed as Non-Executive Non-Independent
Directors of the Company effective August 09,
2024 and Mr. N. Rangachary has been designated
as the Chairman of the Company

V. Following the aforesaid changes, the Board of
Directors comprises eight members, consisting of
two Executive Directors, three Independent
Directors, and three Non-Executive, Non¬
Independent Directors. The composition of the
Board is in compliance with the requirements of
Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

B. Retirement by Rotations

Mr. D.Rajeshkumar and Mr. D.Vishnu Rangaswamy
who are the retiring Directors in the ensuing 40th
Annual General Meeting, offer themselves to get
re-appointed in pursuance of Section 152 of the
Companies Act 2013 read with Article 178 of the
Articles of Association of the Company.

C. Declaration by the Independent Directors

All Independent Directors have given declarations
that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act,
2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulation 2015. The Board has optimum
composition of the Independent and Non
Independent Directors.

D. Formal Annual Evaluation

SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, mandates that
the Board shall monitor and review the Board
evaluation framework. The framework includes the
evaluation of directors on various parameters such
as: -

• Board dynamics and relationships

• Information flows

• Decision-making.

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

E. Peer evaluation

The Companies Act, 2013 states that a formal
annual evaluation needs to be made by the Board of
its own performance and that of its committees
and individual directors. Schedule IV of the
Companies Act, 2013 states that the
performance evaluation of independent directors
shall be done by the entire Board of Directors,
excluding the director being evaluated. The
evaluation of all the directors and the Board as a
whole was conducted based on the criteria and
framework adopted by the Board. The evaluation
process has been explained in the corporate
governance report.

F. Committees of the Board.

Currently, the Board has five committees: the
Audit Committee, the Nomination and
Remuneration Committee, the Corporate Social
Responsibility Committee, Stakeholders
Relationship Committee, and the Risk Management
Committee. A detailed note on the composition of
the Board and its committees is provided in the
corporate governance report section of this Annual
Report.

27. LISTING REGULATIONS

Your Company has duly complied with various
Regulations as prescribed under SEBI (Listing
Obligations and Disclosure) Regulations, 2015.

28. MEETINGS

The details in respect of the Meeting of the Board
of Directors, Audit Committee and all other sub
Committee are given in the Corporate Governance
Report.

29. WHISTLE BLOWING POLICY MECHANISM

The Company has in place a robust Whistle Blower
Policy, which provides a structured mechanism for
Directors and Employees to report genuine
concerns regarding unethical behaviour, actual or
suspected fraud, or violation of the Company's
Code of Conduct and Ethics Policy.

This mechanism:

• Allows Directors and Employees to access the
Audit Committee, in good faith, to report any

unethical, improper, or wrongful conduct observed
within the organization.

• Prohibits managerial personnel from taking any
adverse personal action against employees who
report concerns.

• Provides necessary safeguards to protect whistle¬
blowers from reprisals, victimization, or unfair
treatment.

The policy is applicable to all Directors and
employees of the Company and reinforces the
Company's commitment to transparency,
integrity, and accountability.

To report any such concerns or incidents,
employees and directors may directly contact or
write to the Chairman of the Audit Committee at
the designated email address or correspondence
address provided by the Company.

Office of the Audit Committee (Compliance Officer)
E-Mail : murugesan@salzergroup.com
Contact No. 0422 4233614

Office of the Managing Director
E-Mail : rd@salzergroup.com
Contact No.0422-4233612

Office of Joint Managing Director and Chief Financial
Officer

E-Mail : rajesh@salzergroup.com
Contact No.0422-4233610

During the year under review, no complaint was
received by the above officers under whistle blowing
policy mechanism with respect to the performance
of the company and other related matters.

30. PREVENTION OF SEXUAL HARASSMENT AT
THE WORK PLACE

The Company has constituted an Internal
Committee (IC) at all its units in accordance with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Committee is
responsible for addressing and resolving
complaints related to sexual harassment reported
by women employees.

This policy applies to all categories of employees,
including permanent, contractual, temporary, and
trainees, ensuring a safe and respectful work
environment for all.

During the year under review, no complaints were
received by the Internal Committee.

The Company remains committed to upholding the
dignity of every individual and maintaining a
workplace free from discrimination and
harassment.

31. NOMINATION AND REMUNERATION
COMMITTEE

The purpose of the committee is to screen and to
review individuals qualified to serve as executive

directors, non-executive directors and
independent directors, consistent with policies
approved by the Board, and to recomend, for
approval by the Board, nominees for election at the
AGM.

The committee also makes recommendations to the
Board on candidates for

(i) nomination for election or re-election by the
shareholders and

(ii) any Board vacancies that are to be filled.

It also reviews and discusses all matters pertaining
to candidates and evaluates the candidates. The
nomination and remuneration committee
coordinates and oversees the annual self¬
evaluation of the Board and of individual directors.

The nomination and remuneration committee's
charterand policy are available on our website.

32. POLICY ON THE DIRECTORS APPOINTMENT
AND REMUNERATION

As of March 31, 2025, the Board of Directors of
the Company comprises eight members, including
two Executive Directors, three Non-Executive,
Non-Independent Directors, and three Independent
Directors, one of whom is a Woman Independent
Director.

The composition of the Board is in compliance with
the requirements of Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and reflects a balanced blend of
executive and non-executive leadership.

The Company follows its Nomination and
Remuneration Policy, formulated in accordance
with Section 178(3) of the Companies Act, 2013,
which outlines the criteria for appointment,
qualifications, and remuneration of Directors and
Key Managerial Personnel. The policy is available on
the Company's website for reference by
stakeholders.

We affirm that the remuneration paid to the
Directors during the year is in accordance with the
terms and conditions laid out in the said policy

33. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review,

• The Company has not granted/taken loans,
unsecured, from or to Companies, firms or other
parties, listed in the Register maintained under
section 189 of the Companies Act, 2013 ('the
Act').

• The investments in other bodies corporate are well
within the limit as prescribed under Section 186 of
the Companies 2013.

34. RELATED PARTY TRANSACTIONS

All the transactions of the Company with related
parties are at arms' length and have taken place in

the ordinary course of business. None of the
transactions with related parties is a material
transaction. Since there are no transactions that
are not in arms' length and material in nature,
disclosure under AOC 2 does not arise. The Board
approved Related Party Transaction Policy is
available at the Company's website
www.salzergroup.net

35. INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended, the
Company has adopted a comprehensive Code of
Conduct to Regulate, Monitor and Report Trading
by Insiders. This Code is strictly adhered to by all
Designated Persons (DPs) while dealing in the
Company's securities beyond the defined threshold
limits.

The Company also maintains a Code of Practices
and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI), ensuring
transparent and timely disclosure.

A structured system is in place for tracking trading
activities of DPs and their immediate relatives. The
trading window remains closed from the end of
each financial quarter until 48 hours after the
public disclosure of financial results or other UPSI.
DPs are regularly advised not to trade during this
period. Additionally, the trading window is closed in
connection with Board meetings considering UPSI,
and demat accounts of relevant DPs are frozen in
line with SEBI circulars.

Further, a Structured Digital Database (SDD) has
been installed for effective implementation of the
practices.

36. MANAGERIAL REMUNERATION

The Company has employed individuals whose
remuneration falls within the purview of the limits
prescribed under the provisions of Section 197(12)
of the Companies Act, 2013, read with Rule 5(2) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Details pursuant to section 197(12) of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of this Report
and are annexed herewith as Annexure - 4.

37. SECRETARIAL AUDIT REPORT

In accordance with Section 204 of the Companies
Act, 2013, the Board of Directors, at their
meeting held on May 28, 2024, appointed Mr. G.
Vasudevan, B.Com, LLB, FCS, of M/s. G V
Associates, Company Secretaries (Certificate of
Practice No. 6522), as the Secretarial Auditor to
carry out the audit of secretarial records for the
financial year 2024-25, pursuant to the provisions
of Section 204 of the Companies Act, 2013, read
with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules,
2014.

The Secretarial Audit Report for the financial year
ended March 31,2025, is provided in Annexure - 5
to this report.

The report confirms the Company's compliance
with the applicable provisions of the Act, Rules,
Regulations, Guidelines, and Standards, with the
exception of an observation noting two instances of
delayed disclosures made to the Stock Exchange

1. The due date for submission of the certificate
under Regulation 7(3) of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, for
the financial year ended 31.03.2024 was

30.04.2024. However, the Company submitted
the said certificate to Bombay Stock Exchange on

25.07.2024, resulting in a delay of 2 months and
25 days &

2. The due date for submission of the certificate
under Regulation 24A of Securities and Exchange
Board of India (Listing Obligations and Disclosures
Requirements) Regulation, 2015 for the financial
year ended 31.03.2024 was 30.05.2024.
However, the listed entity submitted the
certificate in PDF format to Bombay Stock
Exchange on 14.06.2024, resulting in a delay of 14
days. The Company has provided an appropriate
explanation to the Bombay Stock Exchange for the
delay and has paid a fine of ? 35,400/- as levied by
the Bombay Stock Exchange

The Board Comments: The aforesaid delays were
caused by intermittent technical glitches during
the filing process of relevant disclosures. The
Management has been advised to exercise more
diligence in future for timely filing and better
compliance."

38. COMPLIANCE ON SECRETARIAL STANDARDS

The Company complies with all applicable
mandatory secretarial standards issued by the
Institute of Company Secretaries of India.

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

In accordance with the applicable provisions of the
Companies Act, 2013, and the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 C"IEPF Rules"), all unpaid or unclaimed
dividends must be transferred by the Company to
the Investor Education and Protection Fund CIEPF),
established by the Government of India, after a
period of seven years from the due date of transfer.

Additionally, as per the IEPF Rules, shares on which
dividend has not been paid or claimed for seven
consecutive years or more are also required to be
transferred to the demat account of the IEPF
Authority.

During the year, the Company transferred
unclaimed and unpaid dividends amounting to Rs.
4,49,883/-. Further, 9232 shares, corresponding
to such unclaimed dividends for seven consecutive
years, were also transferred as mandated under
the IEPF Rules. Detailed information is available on
our website: www.salzergroup.net.

40. RISK MANAGEMENT POLICY

Risk management entails the identification and
mitigation of potential threats that may
significantly disrupt or adversely affect the
organization. This process generally involves
analyzing the company's operations, recognizing
potential risks, evaluating their likelihood, and
implementing appropriate strategies to minimize
those deemed most probable.

To address such risks that may arise during the
course of business, the Board of Directors has
constituted a Risk Management Committee. The
primary purpose of this committee is to identify
threats that may impede the company's growth
and to formulate strategic plans to manage and
mitigate such risks effectively.

Accordingly, the operational management
conducts regular assessments of the company's
risk profile, focusing on risks that could impact
business performance. These reviews are carried
out in alignment with the organization's Risk
Management Policy and in compliance with relevant
regulatory guidelines.

41. MANAGEMENT'S DISCUSSION AND ANALYSIS
REPORT

In terms of the provisions of Regulation 34 of the
Securities and Exchange Board of India [Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Management's discussion
and analysis is set out in this Annual Report as
Annexure- 6.

42. COST AUDITOR

Pursuant to Section 148 of the Companies Act,
2013 read with the Companies [Cost Records and
Audit) Amendment Rules, 2014, the Directors, on
the recommendation of the Audit Committee and
subject to the approval of the Members, have
appointed CMA Mr.A.R.Ramasubramania Raja,
Practicing Cost and Management Accountant, as
the Cost Auditor of the Company for the Financial
Year 2024-25 to conduct the audit on the
Maintenance of Cost Records of the Company and
submit the report to the Central Government with
the due approval of the Board of Directors within
the stipulated time.

43. POLICIES OF THE COMPANY

The Company is committed to good corporate
governance and has consistently maintained its
organizational culture as a remarkable confluence
of high standards of professionalism and building

shareholder equity with principles of fairness,
integrity and ethics.

The Board of Directors of the Company have from
time to time framed and approved various Policies
as required by the Companies Act, 2013 read with
the Rules issued thereunder and the Listing
Regulations. These Policies and Codes are reviewed
by the Board and are updated, if required.

Some of the key policies adopted by the Company
are as follows:

a) Policy on Materiality of Related Party
Transactions

b) Corporate Social Responsibility Policy

c) InsiderTrading Policy

d) Nomination and Remuneration Policy

e) Policy on Related Party Transactions

f) Risk Management Policy

g) Policy on prevention of sexual harassment at
workplace

h) Whistle Blower Policy

I) Policy on payment of remuneration to Non¬
Executive Directors

j) Policy on Familiarization Program for the Non¬
Executive Directors

k) Policy on Determination of materiality of
events/ information

l) Policy for Preservation of Records

m) Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive
Information

n) Policy on Subsidiary & Material Subsidiary
Company

44. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the
Companies Act, 2013, your Directors hereby
confirm that:

• In the preparation of the annual financial
statements for the year ended March 31, 2025,
the applicable accounting standards have been
followed, along with proper explanations for any
material departures, if any;

• Appropriate accounting policies have been
consistently applied, and reasonable and prudent
judgments and estimates have been made, so as to
present a true and fair view of the state of affairs of
the Company as on March 31, 2025, and of the
profit and loss for the financial year ended on that
date;

• Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
compliance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the

Company and for preventing and detecting fraud
and other irregularities;

• The annual financial statements have been
prepared on a going concern basis;

• The Company has laid down adequate internal
financial controls, and such controls were
operating effectively throughout the year;

• Proper systems have been put in place to ensure
compliance with all applicable laws, and these
systems are adequate and functioning effectively

45. CREDIT RATINGS

During the year under review, the credit ratings
have reaffirmed as 'CRISIL A/Stable' for long term
borrowing and 'CRISIL A1' for short term
borrowings.

46. INDUSTRIAL RELATIONS

During the year under review, industrial relations at
all the Company's units have continued to remain
cordial and peaceful.

47. DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR

Not Applicable

48. DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

Not Applicable

49. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly
those which relate to Management Discussion and
Analysis, describing the Company's objectives,
projections, estimates and expectations, may
constitute 'forward looking statements' within the
meaning of applicable laws and regulations.
Although the expectations are based on reasonable
assumptions, the actual results might differ.

50. ACKNOWLEDGEMENTS

We sincerely thank our shareholders, government
agencies, bankers, customers, suppliers, and all
stakeholders for their steadfast support. We also
recognize and appreciate the dedication of our
employees at every level.

For and on behalf of the Board
N RANGACHARY

Place : Coimbatore CHAIRMAN

Date : May 24, 2025 DIN : 00054437