Our Directors have pleasure in presenting the Seventh (7^th) Annual Report on the business and
operations of your Company together with the audited accounts for the financial year ended March
31^st, 2025.

1. Financial Summary/ Performance of the Company:

(Rs. In Lakhs)

2. Dividend

Your directors have considered it financially prudent in the long-term interest of the Company
to reinvest the profits in the business of the Company to build a strong reserve base and grow
the business of the Company. No final dividend has therefore been recommended for the year
ended March 31^st, 2025

3. Transfer to Reserves

During the year under the review your company has not declared dividend from the general
reserves of the Company.

4. Transfer of Unclaimed Dividend and Unclaimed Shares:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), no
unpaid/unclaimed dividends were transferred during the year under review to the Investor
Education and Protection Fund.

5. Operations Review and the state of affairs of the Company

During the year under the review your Company focuses on achieving milestone in the same
area. This would strengthen the generation and sustainability of revenue in the years to come.
Your Company achieved total revenue of Rs 405.77/- Lakhs in 2024-25 as against Rs.
449.53/- Lakhs in 2023-24 and achieved a profit of Rs.73.63/- Lakhs in 2024-25 as against
Profit of Rs. 5.70/- Lakhs in 2023-24.

6. Nature of Business

There is no change in the nature of business of the company during the year.

7. Share Capital/ Capital Structure and Listing of Share

The Authorised Share capital of the Company as at 31^st March, 2025 is Rs. 26,50,00,000
divided into 26,50,00,000 equity shares of Rs. 1/- each.

Company has increased the Authorised Share Capital of the Company from existing Rs.
10,50,00,000 (Rupees Ten Crore Fifty Lakhs only) divided into 10,50,00,000 (Ten Crore Fifty
Lakhs) Equity Shares of Re.1/- each to Rs 26,50,00,000 (Rupees Twenty-Six Crore Fifty
Lakhs Only) divided into 26,50,00,000 (Twenty-Six Crore Fifty Lakhs) Equity Shares of Re.
1/- each with the approval of the Shareholders of the company through Extra Ordinary General
Meeting held on Monday, 29^th January, 2024.

Note: Company was unable to file E-Form SH-7 within the prescribed time due to inadvertent
oversight and unintentional delay in internal approvals and documentation. The Company is
taking necessary steps to regularize the delay and ensure timely compliance in the future."

The Paid-up Share Capital of your Company as on 31^st March, 2025 is Rs. 10,29,48,350
divided into 10,29,48,350 equity shares of Rs. 1/- each.

8. Material changes and commitments affecting the financial position of the Company

No Material Changes and Commitments Affecting Financial Position of the Company after the
end of financial year upto the date of this board report except that:

a. The Board considered and approved the establishment of Corporate office of the company
w.e.f. 29^th May 2025 at 503, 6th Avenue, Mithakali Six Road, Above Sbi Bank. Ahmedabad,
Gujarat.

b. The Board consider and approved the shifting of Registered Office of the Company from
Unit No 905, Shri Krishna Complex, OPP, Laxmi Industrial Plot No D6, New Link RD
Andheri (West) Mumbai 400053 to B-3A, Ground Floor, Swapnalok Apts CHSL, Near Rajat
Book Co Off Nagardas Road, Andheri East, Mumbai, Mogra, Andheri-400069, i.e., within the
same city in which registered office of the company is situated.

9. Subsidiaries, Associate Companies and Joint Venture

The Company is not required to consolidate its financial statement for the year ended 31^st
March, 2025 as the Company does not have any subsidiaries, joint venture, or associate
Companies.

10. Indian Accounting Standards (Ind As):-

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated
February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replaced
the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian
Accounting Standards (“Ind AS”) from April 01, 2017 (transition date to Ind AS is April
01, 2016) and the financial Statements have been prepared in accordance with recognition
and measurement principal of Indian Accounting Standards (“Ind AS”) as prescribed
under the Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133
of the Companies Act, 2013.

The Annual Accounts for the year ended 31^st March, 2025 have also been prepared in
accordance with Indian Accounting Standard (Ind AS).

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo

The Company being engaged in the business of Trading of Unit Residential Buildings and Sell
of Construction Services and does not have any energy utilization or technology absorption.
The Company during the year under review does not have any inflow or outflow in foreign
exchange.

The Information relating to conservation of energy, technology absorption, foreign exchange
earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is enclosed as “Annexure-I” and forms part to this
report.

12. Board Meetings

During the year under review, the Board met Eight (8) times.

The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

Board Meeting dates are finalized in consultation with all directors and agenda papers backed
up by comprehensive notes and detailed background information are circulated well in
advance before the date of the meeting thereby enabling the Board to take informed decisions.

Following is the attendance of each of the Directors at the Board Meetings held during the
period under review:

13. Committee Meetings
a. AUDIT COMMITTEE

Audit Committee of the Company meets the requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The details of the composition of the Audit Committee as required under
the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate
Governance Report which forms part of this annual report.

The terms of reference of Audit Committee are confined to Companies Act 2013 & Regulation
18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read
with Part-C of Schedule II.

During the year under review, the Board has accepted all the recommendations of the Audit
Committee. The details of meetings with attendance thereof and terms of reference of Audit
Committee have been provided in the Corporate Governance Report which forms part of this
report.

The composition of the Audit Committee and terms of reference are in compliance with the
provisions of Section 177 of the Act. All members of the Committee are financially literate
and have accounting or related financial management expertise.

The Audit Committee consists of the following members as on March 31, 2025:

i Mr. Ashok Kumar Sewda

ii Mr. Dinesh Kumar Biharilal Sharma

iii Mr. Prashant Suresh Sapkal

During the year under review, the Audit Committee met 4 (Four) times.

Following is the detail of the attendance of each of the members of the Audit Committee at its
Meeting held during the year under review:

b. Nomination and Remuneration Committee

The Company has formed the Nomination and Remuneration Committee in accordance with
the provisions of the Section 178 Companies Act 2013 and Regulation 19 of SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015. The details about the composition
of the said committee of the Board of Directors along with attendance thereof have been
provided in the Corporate Governance Report forming part of this report

The composition of the Nomination and Remuneration Committee and terms of reference are in
compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Committee consists of the following members as on
March 31, 2025:

i Mr. Ashok Kumar Sewda

ii Mr. Dinesh Kumar Biharilal Sharma

iii Mr. Prashant Suresh Sapkal

During the year under review, the Nomination and Remuneration Committee met 2 (Two)
times.

Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meeting held during the year under review:

c. Stakeholders Relationship Committee

The Company has also formed Stakeholder’s Relationship Committee in compliance to the
Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details about the composition of the said committee of
the Board of Directors along with attendance thereof have been provided in the Corporate
Governance Report forming part of this report

The composition of the Stakeholders Relationship Committee and terms of reference are in
compliance with the provisions of Section 178 of the Act.

The Stakeholders Relationship Committee consists of the following members as on March 31,
2025:

i. Mr. Ashok Kumar Sewda

ii. Mr. Dinesh Kumar Biharilal Sharma

iii. Mr. Prashant Suresh Sapkal

During the year under review, the Stakeholders Relationship Committee met 1 (One) times.

Following is the detail of the attendance of each of the members of the Stakeholders
Relationship Committee at its Meeting held during the year under review:

14. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft copy of Annual
Return as on March 31, 2025 is available on the Company’s website at

www.salasarexteriors.com

15. Directors & Key Managerial Personnel

The Company has a professional Board with Executive Directors & Non-Executive Directors
who bring the right mix of knowledge, skills, and expertise and help the Company in
implementing the best Corporate Governance practices.

a) Retirement by Rotation

Pursuant to the provisions of Section 152 and other applicable provisions of the
Companies Act, 2013, One- third of such of the Directors as are liable to retire by rotation,
shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.
Consequently, Mr. Sohilkumar Dineshkumar Patel (DIN: 10877535), Director, is liable to
retire by rotation at the ensuing Annual General Meeting of the Company and being
eligible, he has offered himself for re-appointment. Necessary resolution for his re¬
appointment are included in the Notice of AGM for seeking approval of members. The
Board of Directors has recommended his re-appointment.

The details as required under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 regarding re-appointment of Mr. Sohilkumar
Dineshkumar Patel, his brief resume, the nature of expertise in specific functional areas,
names of Companies in which he hold Directorships, committee Memberships/
Chairmanships, his shareholding in the Company etc., are furnished in the annexure to the
notice of the ensuing AGM.

b) Appointment

1. Mr. Mahesh Atmaram Kasar

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Mahesh Atmaram Kasar (DIN: 10725599) as
an Additional Non- Executive Non-Independent Director of the Company with effect from
02^nd August, 2024 subject to Shareholders’ Approval in ensuing Annual General Meeting.

The above mentioned appointment has been approved by the shareholders in the 6^th
Annual General Meeting held on 30^th September 2024.

2. Mr. Prashant Suresh Sapkal

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Prashant Suresh Sapkal (DIN: 10613064) as
an Additional Non- Executive Non-Independent Director of the Company with effect from
02^nd August, 2024 subject to Shareholders’ Approval in ensuing Annual General Meeting.

The above mentioned appointment has been approved by the shareholders in the 6^th
Annual General Meeting held on 30^th September 2024.

3. Mr. Sohilkumar Dineshkumar Patel

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Sohilkumar Dineshkumar Patel (DIN:
10877535) as an Additional Non- Executive Non-Independent Director of the Company
with effect from 05^th July, 2025 subject to Shareholders’ Approval in ensuing Annual
General Meeting.

4. Mr. Haren Pitamberbhai Rathod

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Haren Pitamberbhai Rathod (DIN 10654230)
as an Additional Non- Executive Independent Director of the Company with effect from
05^th July, 2025 subject to Shareholders’ Approval in ensuing Annual General Meeting.

5. Mr. Brijeshkumar Prahladbhai Patel

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Mr. Brijeshkumar Prahladbhai Patel (DIN:
10877543) as an Additional Non- Executive Independent Director of the Company with
effect from 05^th July, 2025 subject to Shareholders’ Approval in ensuing Annual General
Meeting.

6. Ms. Aneri Kishorbhai Gami

The Board of Directors of Company based on the recommendation of the Nomination and
Remuneration Committee has appointed Ms. Aneri Kishorbhai Gami (DIN 11183574) as
an Additional Non- Executive Independent Director of the Company with effect from 05^th
July, 2025 subject to Shareholders’ Approval in ensuing Annual General Meeting.

c) Cessation

1) Mr. Mintu Shambhunath Kar

Board received the resignation of Mr. Mintu Shambhunath Kar on 02^nd August, 2024 and
board considered and accepted the Resignation of Mr. Mintu Shambhunath Kar from the

post of Additional Executive Director of the company with effect from 02^nd August,
2024.

2) Mr. Sujit Kumar Giri

Board received the resignation of Mr. Sujit Kumar Giri on 19^th August, 2024 and board
considered and accepted the Resignation of Mr. Sujit Kumar Giri from the post of Non¬
Executive Independent Director of the company with effect from 19^th August, 2024.

3) Ms. Ishani Mintu Karandari

Board received the resignation of Ms. Ishani Mintu Kar on 19^th August, 2024 and board
considered and accepted the Resignation of Ms. Ishani Mintu Kar from the post of Non-
Executive-Non Independent Director of the company with effect from 19^th August, 2024

4) Mr. Videh Shree Kishan Joshi

Board received the resignation of Mr. Videh Shree Kishan Joshi on 22^nd November, 2024
and board considered and accepted the Resignation of Mr. Videh Shree Kishan Joshi from
the post of Executive Director of the company with effect from 22^nd November, 2024.

5) Mr. Mahesh Atmaram Kasar

Board received the resignation of Mr. Mahesh Atmaram Kasar on 23^rd March, 2025 and
board considered and accepted the Resignation of Mr. Mahesh Atmaram Kasar from the
post of Non- Executive Non - Independent director of the company with effect from 23 ^rd
March, 2025.

6) Mr. Prashant Suresh Sapkal

Board received the resignation of Mr. Prashant Suresh Sapkal on 05^th July, 2025 and
board considered and accepted the Resignation of Mr. Prashant Suresh Sapkal from the
post of Non-Executive Non-Independent Director of the company with effect from 05^th
July, 2025.

(7) Mr. Ashok Kumar Sewda

Board received the resignation of Mr. Ashok Kumar Sewda on 05^th July, 2025 and board
considered and accepted the Resignation of Mr. Ashok Kumar Sewda from the post of
Non- Executive Independent Director of the company with effect from 05 ^th July, 2025.

(8) Mr. Dinesh Kumar Biharilal Sharma

Board received the resignation of Mr. Dinesh Kumar Biharilal Sharma on 05^th July, 2025
and board considered and accepted the Resignation of Mr. Dinesh Kumar Biharilal
Sharma from the post of Non-Executive Independent Director of the company with effect
from 05^th July, 2025.

Woman Director

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment
and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015, the Company has appointed
Aneri Kishorbhai Gami who is serving on the Board of the Company, from the year
2025.

16. Declaration from Independent Directors on Annual Basis

The Independent Directors have submitted their declaration of independence, stating that:

a) They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act
along with Rules framed thereunder and Regulation 16(1)(b); and

b) There has been no change in the circumstances affecting his/ their status as Independent
Directors of the Company.

The Independent Directors have also confirmed that they have complied with the Company’s
Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the
Independent Directors have also confirmed their registration (including renewal of applicable
tenure) and compliance of the online proficiency self- assessment test with the Indian Institute
of Corporate Affairs (IICA).

The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014
that the Independent Directors are persons of high repute, integrity and possess the relevant
expertise and experience in their respective fields.

17. Policy on Directors’ appointment and Policy on Remuneration

Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act,
2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and
Remuneration for its Directors, Key Managerial Personnel and senior management.

The salient features of the Policy are:

• It provides the diversity on the Board of the Company and

• It provides the mechanism for performance evaluation of the Directors

• It lays down the parameters based on which payment of remuneration (including sitting
fees and remuneration) should be made to Independent Directors and Non-Executive
Directors.

• It lays down the parameters based on which remuneration (including fixed salary,
benefits and perquisites, bonus/ performance linked incentive, commission, retirement
benefits) should be given to Whole-time Directors, KMPs and rest of the employees.

• It lays down the parameters for remuneration payable to Director for services rendered
in other capacity.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the
Company. During the year under review, there were no substantive changes in the Policy
except to align the Policy with amendments made to applicable laws.

18. Directors Performance Evaluation Report

In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of
formal evaluation by the Board of its own performance and that of its committees and
individual directors.

The Board, in consultation with its Nomination and Remuneration Committee, has
formulated a framework containing, inter-alia, the criteria for performance evaluation of the
entire Board of the Company, its Committees and individual directors, including
Independent Directors. The framework is monitored, reviewed and updated by the Board, in
consultation with the Nomination and Remuneration Committee, based on need and new
compliance requirements.

The Board of Directors have carried out the annual evaluation of its own performance, the
Individual Directors including the Chairman as well as the evaluation of the working of its
Committees. The evaluation of Board as a whole and Non-Independent Directors including
Chairman was done by the Independent Directors in their meeting held on 31^st March,
2025.The details of evaluation process of the Board, its Committees and individual
directors, including independent directors have been provided under the Corporate
Governance Report which forms part of this Report.

19. Director’s Responsibility Statement

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board
of Directors of the Company hereby confirms and accepts the responsibility for the
following in respect of the Audited Annual Accounts for the financial year ended March
31^st, 2025:

a) That in the preparation of the annual accounts for the financial year ending 31^st March,
2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

b) That the directors had selected the accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period;

c) That the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts/financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

f) That the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

20. Auditors

i. Statutory Auditor and their Report

M/s Chandabhoy & Jassoobhoy, Chartered Accountants were appointed as Statutory Auditors
of the company in the 6^th Annual General meeting held on 30^th September 2024 to hold office
from the conclusion of 06^th Annual General Meeting till the conclusion of the 10^th Annual
General Meeting to be held in the financial year 2027-28.

However, M/s Chandabhoy & Jassoobhoy (FRN: 101648W) resigned as statutory auditor of
the company w.e.f. August, 21^st ,2025.

M/s Sarang Shivajirao Chavan & Associates, Chartered Accountants, were appointed as the
Statutory Auditors of the Company in the Board meeting held on 01^st September 2025, to hold
office until the conclusion of this next Annual General Meeting of the Company, to fill up the
casual vacancy caused due to Resignation of M/s Chandabhoy & Jassoobhoy, Chartered
Accountants.

M/s Sarang Shivajirao Chavan & Associates, Chartered Accountants, being the Statutory
Auditor of the company shall retire at the conclusion of the ensuing Annual General Meeting
and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies
Act, 2013 and rules made thereunder, the Board of directors recommends the re-appointment of
M/s Sarang Shivajirao Chavan & Associates, Chartered Accountants as Statutory Auditors of
the Company for a period of 5 years, i.e., from the conclusion of this Annual General Meeting
till the conclusion of the forthcoming 12th Annual General Meeting of the Company (i.e., for a
period of 5 years) to be held in the calendar year 2030.

Further, the Company has received a written Certificate of eligibility cum Consent letter from
M/s Sarang Shivajirao Chavan & Associates, Chartered Accountants to the effect that their re¬
appointment, if made, would be in accordance with the conditions prescribed in section 139
and 141 of the Companies Act 2013 and rules made thereunder. Members are requested to
consider their re-appointment

The Audit report on the financial statement of the Company for the FY 2024-25 forms part of
the Annual Report. There are qualifications, reservations or adverse remarks or disclaimer
made by M/s. Chandabhoy & Jassoobhoy, Chartered Accountants, in their report for the
financial year ended 31^st March, 2025 are as follows:

a. List of Audit Qualification:

The company has unsecured loans amounting to Rs. 892.33 Lacs. Management has not
charged interest on these loans, and relevant agreements along with cross confirmations
are not available. In the absence of valid agreements and necessary confirmations, the
accuracy of the balances and their interest-free status could not be verified, potentially
impacting the fair presentation of liabilities and interest expenses.

Balance of GST Liability Rs. 15.85 Lacs pending for GST reconciliation. Reconciliation
with the GST Online Portal has not been carried out, affecting the accuracy of GST Input
Credit and the liability towards the government.

The company has trade payables amounting to Rs. 1148.56 Lacs; however, the bifurcation
of Micro, Small, and Medium Enterprises (MSME) creditors has not been provided.
Nondisclosure of MSME classification contravenes the Micro, Small and Medium
Enterprises Development (MSMED) Act, 2006, impacting regulatory compliance and
financial transparency.

Outstanding balances of Rs. 493.36 Lacs with certain suppliers remain unconfirmed.
Absence of confirmations from these suppliers affects the reliability of liabilities
disclosed in the financial statements.

A loan amounting to Rs. 944.74 Lacs remains unconfirmed from certain lenders. The
absence of loan confirmations impacts the reliability of liabilities and financial
disclosures.

We were unable to obtain sufficient appropriate audit evidence regarding the bank
balances of the Company as at the balance sheet date, as the management did not provide

the necessary bank statements and bank reconciliation statements (BRS) for our
verification. Consequently, we were unable to determine whether any adjustments might
have been necessary in respect of cash and bank balances, interest income, or any related
disclosures in the financial statements.

We are in receipt of certain sales invoices; however, they are not supported with E-Way
bills, Delivery Challans, or Transportation details. In the absence of these critical
documents, we are unable to comment on the genuineness of the transactions.

With respect to purchases, the company has not provided Goods Inward Reports. Further,
the company does not own or lease any godown facilities, raising concems over the
storage of inventory. Management claims that the goods are traded directly from
suppliers to customers without being held in the company’s possession; however, in the
absence of evidence, we are unable to verify this assertion.

The company has not maintained a Fixed Assets Register. The absence of a fixed asset
register impairs our ability to verify the existence, condition, and valuation of the assets
held by the company.

Management Response:

1. Unsecured Loans:

Steps have been initiated to draft formal agreements and secure necessary confirmations to
ensure proper documentation and accuracy of unsecured loan balances.

2. GST Credit Receivables:

Work is underway to reconcile GST credits with the GST portal, and the company is
prioritizing this to ensure complete accuracy of GST records.

3. MSME Classification of Creditors:

Efforts are being made to compile updated MSME details of all vendors to comply with the
MSMED Act and enhance reporting standards.

4. Supplier Balances:

The company is actively engaging with suppliers to obtain balance confirmations and
strengthen the reliability of its financial records.

5. Loan Confirmation:

Action has been taken to reach out to lenders, and formal confirmations are expected shortly to
ensure transparency in loan disclosures.

Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee or the Board or Central Government under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this report.

ii. Cost Auditors and Maintenance of Cost Records

In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made
there under read with the Companies (Accounts Rules) Amendment Rules, 2018, Cost audit is
not applicable to the Company and therefore maintenance of cost records as specified
under section 148(1) of the Act, is not required.

iii. Secretarial Auditors and Secretarial Audit Report

In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
M/s CS Vishakha Agarwal of M/s. Vishakha Agarwal & Associates, Company Secretaries,
Indore as the Secretarial auditor of the Company for the financial year ending 31^st March,
2025.

The Secretarial Audit Report submitted by CS Vishakha Agarwal of M/s. Vishakha Agarwal
& Associates, Company Secretaries in prescribed format in MR-3 to the shareholders of the
Company is annexed to this Report as “Annexure-A”

21. Particulars of loans, guarantees or investments made under Section 186 of the
Companies Act, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of
the Act are given in the Note No. 3 to the financial statements.

22. Unsecured Loan from Directors:

During the year under review, the Company has borrowed an unsecured loan from Directors of
the Company are given in the Note No. 3 to the financial statements.

23. Shifting of Registered Office of the Company

During the year, on 05^th October, 2024 the Company has shifted its registered office from
Office No. B Wing 802, 8^th Floor, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri
East, Mumbai, Chakala Midc, Mumbai, Maharashtra, India, 400093 to Unit No 905, Shri
Krishna Complex, OPP, Laxmi Industrial Plot No D6, New Link RD Andheri (West) Mumbai
400053, Andheri, Mumbai, Mumbai, Maharashtra, India, 400053 within the same city.

24. Particulars of contract or arrangements with related parties referred to in Section
188(1)

With reference to Section 134 (3)(h) of the Act, all the contracts and arrangements with
related parties under Section 188(1) of the Act, entered by the Company during the financial
year, were approved by the Audit Committee and wherever required, also by the Board of
Directors.

All related party transactions that were entered into during the financial year were on arm’s
length basis, in the ordinary course of business and were in compliance with the applicable
provisions of the Act and the SEBI Listing Regulations.

The disclosure of material related party transactions as required under Section 134(3)(h) of
the Act in Form No. AOC-2 is annexed to this Report as “Annexure-II”.

All related party transactions are approved/ reviewed by the Audit Committee on
quarterly basis, with all the necessary details and are presented to the Board and taken

All the related party transactions under Ind AS-24 have been disclosed at Note No. 37 to the
standalone financial statements forming part of this Annual Report.

A confirmation as to compliance of Related Party Transactions as per Listing Regulations is
also sent to the Stock Exchanges along with the quarterly compliance report on Corporate
Governance. Disclosure of related party transactions on a consolidated basis is also sent to the
Stock Exchanges after publication of standalone financial results for the half year.

25. Internal Audit

At the beginning of each financial year, an audit plan is rolled out with approval of the
Company’s Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of
internal control systems and compliance thereof, robustness of internal processes, policies and
accounting procedures and compliance with laws and regulations. Based on the reports of
internal audit, process owners undertake corrective action in their respective areas. Significant
audit observations and corrective actions are periodically presented to the Audit Committee
of the Board.

26. Internal Financial Control

According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the
Companies (Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the
policies and procedures adopted by the Company for ensuring the orderly and efficient
conduct of its business, including adherence to Company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable financial information.

The Company believes that a strong internal control framework is very much essential and is
part of good corporate governance practices. Your Company has in place well defined and
adequate internal financial control framework commensurate with the size and complexity of
its business to ensure proper recording of financial &operational information, compliance of
various internal control and other regulatory/statutory compliances. All internal Audit
findings and control systems are periodically reviewed by the Audit Committee of the Board
of Directors, which provides strategic guidance on internal control.

27. Risk Management Policy

Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, the Company
has put in place comprehensive risk assessment and minimization procedures, which are
reviewed by the Board periodically. In order to effectively and efficiently manage risk and
address challenges, the Company has formulated Risk Management Policy.

The risk management approach is based on the clear understanding of the variety of risks that
the organization faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation reserves. The objective of any risk identification and assessment
process is to evaluate the combination of like hood and level of negative impacts from an
event. The three main components of risk assessment are business risk, service/ operational
risk and external risk. The Company manages the risk in line with current risk management
best practices. This facilitates the achievement of our objectives, operational effectiveness
and efficiency, protection of people and assets, informed decision-making and compliance

28. Committees of Board

(i) Corporate Social Responsibility (CSR)

In pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014, Every company having net worth of rupees five
hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of
rupees five crore or more during the immediately preceding financial year shall constitute a
Corporate Social Responsibility Committee of the Board consisting of three or more
Directors, out of which at least one director shall be an independent director.

During the year under review none of the condition as prescribed under Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules,
2014 are applicable to the company; hence the provision is not applicable.

(ii) Disclosure on Pubic Deposit

During the year under review, the Company has neither accepted nor renewed any deposits in
terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

29. Managing the Risks of Fraud, Corruption and Unethical Business Practices
Disclosure on Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism/Whistle blower Policyas a part of its vigil
mechanism. The purpose of this Policy is to enable any person including the directors,
employees, other stakeholders, etc. to raise concerns regarding unacceptable and improper
practices and/or any unethical practices in the organization without the knowledge of the
management.

All employees shall be protected from any adverse action for reporting any unacceptable or
improper practice and/or any unethical practice, fraud or violation of any law, rule or
regulation, potential or actual violation, leakage of unpublished price sensitive information
without fear of reprisal.

The Company believes in the conduct of its affairs and its constituents by adopting the highest
standards of professionalism, honesty, integrity, and ethical behavior, in line with the Code of
Conduct (‘Code’). All the stakeholders are encouraged to raise their concerns or make
disclosures on being aware of any potential or actual violation of the Code, policies or the law.
Periodic awareness sessions are also conducted for the same.

The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy and the same
may be accessed at the website of the Company.

30. Significant and material orders passed by the regulators or courts or tribunals impacting
the going concerns status and company's operations in future

The Company has not received any significant or material orders passed by any regulatory
authority, court or tribunal which shall impact the going concern status and Company's
operations in future.

31. Corporate Governance

Good Corporate practice is a norm at Salasar Exteriors and Contour Limited. The Company is
committed to maintain the highest standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by the Securities and Exchange Board of India
(SEBI). Besides complying with the legal framework of Corporate Governance Practices. As
per the requirement of Regulation 34(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 executed with the Stock Exchange(s), Your Company has
complied with the Corporate Governance norms as stipulated under the Listing

Regulations. A detailed report on Corporate Governance forms part of this Annual Report.

32. Management Discussion & Analysis Report

As per requirements of Listing Regulations, a detailed review of the developments in the
industry, performance of the Company, opportunities and risks, internal control systems,
outlook etc. of the Company is given under the head Management Discussion and Analysis
Report, which forms part of this Annual Report.

33. Sexual Harassment of Woman at work place

The Company has zero tolerance for sexual harassment at workplace and had in place policy on
Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in
accordance with the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013(POSH Act) and Rules made thereunder, the Company has
constituted Internal Committees (IC). Our POSH Policy is now inclusive and gender neutral,
detailing the governance mechanisms for prevention of sexual harassment issues relating to
employees across genders including employees who identify themselves with LGBTQI
community. During the year, company has not received any sexual harassment complaints.

To build awareness in this area, the Company has been conducting induction/refresher
programmes in the organization on a continuous basis. During the year, your Company
organised offline training sessions on the topics of Gender Sensitisation and Code Policies
including POSH for all office and factory-based employees.

During the year under review, no complaint pertaining to sexual harassment at work place has
been received by the Company.

34. Independent Director’s familiarisation Programme

The Company has formulated a programme for familiarization of Independent Director with
regard to roles, rights, responsibilities, nature of the industry in which the Company operates,
the business model of the Company etc. The details of the Familiarization Programmes as
conducted by the Company are available on the website of the Company at
www.salasarexterior.com. However, during the year under review, there was no change in the
nature of business of the company and its business vertical/structure/operational strategy, etc.,
which would have necessitated fresh Familiarization Programme for Independent Directors.

The details of familiarisation program may be accessed on the Company’s website.

35. Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of
Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

36. Investor Services

To improve investor services, your Company has taken the following initiatives:-

• An Investor Relation Section on the website of the Company (www.salasarexterior.com)
has been created to help investors to know the policies and rights of investors.

• There is a dedicated e-mail id salasarecl@gmail.com for sending communications to the
Company Secretary. Members may lodge their requests, complaints and suggestions on
this e-mail as well.

37. Listing

The Company’s equity shares are listed on NSE Limited (“NSE”) having nation-wide trading
terminals.

38. General

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

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees.

d) Any remuneration or commission received by Managing Director of the Company, from
any of its subsidiary.

e) During the period No fraud has been reported by the Auditors to the Audit Committee or
the Board.

f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g) There was no instance of onetime settlement with any Bank or Financial Institution.

39. Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including
all applicable amendments and rules framed thereunder. The Company is committed to
ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions
on the grounds of maternity. Necessary internal systems and HR policies are in place to
uphold the spirit and letter of the legislation.

40. 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:

During the year under review and till date of this Report, the Company has neither made any
application against anyone nor any proceedings were pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

41. Details of difference between the 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:

The Company has neither availed any loan from banks or financial institution and hence there is
no application being ever made for One Time Settlement (OTS) with any banks or financial
institution.

42. Appreciation

Your Company has been able to perform efficiently because of the culture of professionalism,
creativity, integrity and continuous improvement in all functions and areas as well as the
efficient utilization of the Company's resources for sustainable and profitable growth.

The Directors hereby wish to place on record their appreciation of the efficient and loyal
services rendered by each and every employee, without whose whole-hearted efforts, the
overall satisfactory performance would not have been possible.

The Directors appreciate and value the contribution made by every member of the Salasar
Exteriors and Contour Limited family.

By the order of the Board of Directors
For Salasar Exteriors and Contour Limited

Sd/- Sd/-

Place: Mumbai Shreekishan Joshi Sohilkumar Dineshkumar Patel

Date: 01^st September, 2025 Managing Director Director

(DIN: 05166595) (DIN: 10877535)