Directors Report of Salzer Electronics Ltd.

Mar 31, 2025

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

Particulars		Standalone		Consolidated
		For the year Ended March 31,2025	For the year Ended March 31, 2024	For the year Ended March 31,2025	For the year Ended March 31,2024
i Revenue from operations		1,382.92	1,135.58	1,418.33	1,166.31
ii	Other Income	5.43	1.56	5.34	1.95
iii	Total Revenue (I II)	1,388.35	1,137.14	1,423.67	1,168.26
iv	Expenses
a	Cost of materials consumed	1,082.66	876.04-	1,082.95	888.47
b	Purchase of stock in trade	-	-	12.68	-
c	Changes in inventories of finished goods, work-in-progress and stock-in-trade	-34.02	-7.35	-33.69	-7.47
d	Employee benefit expenses	53.89	42.30	58.97	46.64
e	Finance Cost	40.81	33.67	41.14	34.09
f	Depreciation and amortization expense	22.29	19.06	23.22	20.11
g	Other expenses	155.45	114.39	163.52	121.70
h	Total Expenses	1,321.08	1,078.11	1,348.99	1,103.53
v	Profit before exceptional and extraordinary items and tax	67.27	59.03	74.68	64.73
vi	Exceptional Items	15.18	0.37	-	-
vii	Prior Period Items	-	-	-	-
viii	Profit before tax & extraordinary items	82.45	59.40	74.68	64.73
ix	Extraordinary items	-	-	-	-
x	Profit before tax	82.45	59.40	74.68	64.73
xi	Tax expense:	20.20	16.22	22.19	17.66
xii	Share of Profit from Associates	NA	NA	0.02	-
xiii	Profit for the period - After Tax (x-xi-xii)	62.25	43.18	52.47	47.07
xiv	Earnings per equity share:
(1) Basic (in Rs.)		35.03	25.77	29.75	27.38
(2) Diluted (in Rs.)		35.21	24.12	29.67	25.34
xv	Reserves and Surplus	512.60	448.68	526.87	456.08

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

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Particulars	? In Cr
Funds raised out of the preferential issue of 17,00,000 equity shares at an issue Price of Rs.278.50 per share (A)	47.35
Funds utilization towards working capital requirements and other general corporate purposes (B)	47.35
Balance un-utilized Funds (A-B)	-

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 : [e-mail]
Contact No. 0422 4233614

Office of the Managing Director
E-Mail : [e-mail]
Contact No.0422-4233612

Office of Joint Managing Director and Chief Financial
Officer

E-Mail : [e-mail]
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

---

Mar 31, 2024

The Directors have the pleasure in presenting the Thirty Ninth Annual Report along with the Audited Financial Statements of the Company for the year ended March 31,2024

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

Particulars		Standalone		Consolidated
		For the year	For the year	For the year	For the year
		Ended March	Ended March	Ended March	Ended March
		31, 2024	31,2023	31,2024	31,2023
I Revenue from operations		1,13,557.55	1,01,316.68	1,16,631.43	1,03,717.24
II	Other Income	193.23	137.26	194.76	170.10
III	Total Revenue (I II)	1,13,750.78	1,01,453.94	1,16,826.19	1,03,887.34
IV	Expenses
a	Cost of materials consumed	87,604.26	81,827.82	88,846.68	82,694.88
b	Purchase of stock in trade	-	-	-	-
c	Changes in inventories of finished goods, work-in-progress and stock-in-trade	-735.24	-1,964.41	-747.15	-1,978.92
d	Employee benefit expenses	4,229.11	3,514.73	4,664.28	3,936.54
e	Finance Cost	3,367.26	2,605.69	3,408.58	2,611.89
f	Depreciation and amortization expense	1,906.25	1,611.38	2,011.22	1,660.37
g	Other expenses	11,439.34	8,824.47	12,169.66	9,474.56
h	Total Expenses	1,07,810.98	96,419.68	1,10,353.27	98,399.32
V	Profit before exceptional and extraordinary items and tax	5,939.80	5,034.26	6,472.92	5,488.02
VI	Exceptional Items	-	-	-	-
VII	Prior Period Items	-	-	-	1.52
VIII	Profit before tax & extraordinary items	5,939.80	5,034.26	6,472.92	5,489.54
IX	Extraordinary items	-	-	-	-
X	Profit before tax	5,939.80	5,034.26	6,472.92	5,489.54
XI	Tax expense:	-1,621.16	-1,398.07	-1,766.36	-1,527.68
XII	Profit for the period - After Tax	4,318.64	3,636.19	4,706.56	3,961.86
XIII	Earnings per equity share:
(1) Basic (in Rs.)		25.77	22.74	27.38	24.21
(2) Diluted (in Rs.)		24.42	20.58	25.94	21.90
XIV	Reserves and Surplus	44,868.41	38,671.12	45,607.87	39,152.81

2. BUSINESS SCENARIO IN THE YEAR

The financial year 2023-24 was marked by a number of significant developments in the Indian economy. The Indian economy showed robust growth, with GDP growth rate of 8.20%. Inflation remained a challenge, primarily due to global supply chain disruptions and rising commodity prices. Government initiatives to boost manufacturing through the schemes like Production Linked Incentive (PLI) schemes, played a crucial role forthe growth of the Industry The global economic environment had a mixed impact on India. While the recovery in major economies supported exports, geopolitical tensions and global inflationary pressures posed challenges. Overall, the financial

year 2023-24 was a period of recovery and growth for the Indian economy, with significant strides in various sectors despite ongoing challenges

In this context, your Company''s growth during the financial year 2023-24 aligned itself with the general trend of industrial growth in the country The Standalone revenue of the Company was Rs. 1137.51 crore, compared to Rs. 1014.54 crore in FY23, reflecting a 12.12% increase, primarily fuelled by the Industrial switchgear and wire & cable businesses.

The increasing demand for renewable energy sources such as solar, wind, and hydro power have opened new growth opportunities and demand for

switchgear, transformers, wires and cables. Your Company has benefited from this development.

The Standalone Operating profit was Rs. 110.20 crore in FY24, compared to Rs. 91.14 crore in FY23, reflecting a year-on-year growth of 20.91%, primarily due to significant savings in operating expenses. The EBITDA Margin stood at 9.70%, showing a year-on-year improvement of 70 basis points, reaching a three-year high.

The Standalone Profit after Tax was Rs. 43.19 crore in FY24, an increase from Rs. 36.36 crore in FY23, representing a 19% rise over the previous year. The PAT Margin was 3.80% in FY24, showing a year-on-year improvement of 22 basis points and reaching a four-year high.

3. INDIVIDUAL DIVISIONS PERFORMANCE AND CONTRIBUTIONS

i) Industrial Switch Gear Division:

Our Industrial Switch Gear Products maintain a strong presence in both domestic and international markets. Over the years, your company has established a unique global niche. Several renowned multinational companies choose to source their supplies from Salzer. Additionally, your company is the exclusive approved supplier for the Nuclear Power Corporation and the leading provider of rotary switches and load break switches to Indian Railways.

The products under this division includes Cam Operated Rotary Switches, Load Break Switches (Disconnects), Toroidal Transformers, General Purpose Relays, Wire Harnesses, Three Phase Dry Type Transformers, Contactors, Overload Relays, Motor Protection Circuit Breakers (MPCB), MCBs, Terminal Connectors, Wiring Ducts, and Control Panels.

This division achieved a Compound Annual Growth Rate (CAGR) of 27% over the past five years, increasing its revenue contribution from 44% in 2019 to 55% in 2024.

In FY24, the Industrial Switch Gear division contributed 55% to the total revenue, with a 13% growth. The EBITDA Margin for this division was 12.64% in FY24, a 97 basis point improvement over the previous year, reaching a three-year high.

Three Phase Transformer business and the Wire Harness business grew by 43.4% and 44.2% respectively in Fy24.

Within this division, over 50% of the total sales revenue came from exports, which grew by 20% during the year.

ii) Wires and Cables

Your Company manufactures a wide range of Industrial wires &Cables from 0.5 sq mm to 300 sq mm - Building Wires, Flexible wires, Multi Core Cables, Flat cables, Traveling cables, Lan Cables,

UL rated Wires, Shielded & Braided Wires Halogen Free wires, Low smoke Wires etc.,

The Wire & Cables division contributed nearly 39% in FY24 and recorded a growth of 15% in the year, and EBIDTA Margin for this division stood at 6.92%.

iii) Building Products

The Building Products Division contributed 6% to our revenues in FY24. This business is the only B2C business where Salzer sells many electrical products for the Building sector. As the result of market related challenges, this division was not able to deliver any growth during the year. Various avenues are being examined to rejuvenate this Building Product division with sustainable future. The Division is expected to perform better in the current fiscal

4. EXPORT BUSINESS

In 2023-24, the Company generated 27% of its revenue from the export market, marking a significant 32% growth over the previous year. This impressive increase was primarily driven by the expansion of exports to the North America, Europe and Middle east. Notably, our exports to North America grew by 69%, and to Europe by 21%, highlighting the importance of these markets and the successful acceptance of our new product introductions. Despite facing political and economic challenges in the Middle eastern regions, this growth underscores the Company''s strong focus on the export market and the recognition from our global customers for our product quality.

5. CONSOLIDATED FINANCIAL PERFORMANCE

On a consolidated basis, your company reported its highest-ever sales turnover of Rs. 1168.26 crore in FY24, compared to Rs. 1038.87 crore in FY23, marking a growth of 12.45%. EBITDA (excluding other income) stood at Rs. 116.98 crore in FY24, up from Rs. 95.90 crore in FY23, representing a YoY growth of 21.98%. This increase was primarily due to reduced raw material prices and higher sales prices. The EBITDA Margin was 10.03%, showing a YoY improvement of 78 basis points. Profit After Tax was Rs. 47.07 crore in FY24, compared to Rs. 39.62 crore in FY23, reflecting a YoY growth of 18.80%. The PAT Margin stood at 4.04% in FY24, a YoY improvement of 22 basis points.

6. KEY SIGNIFICANT DEVELOPMENTS IN THE YEAR - VENTURE INTO SMART METER BUSINESS

Salzer''s entry into the smart meter business is indeed a strategic move that aligns'' itself with the current trends in the energy sector. The Indian government''s push towards digitalization and the modernization of the energy grid presents a substantial opportunity for growth and innovation. Here''s a detailed overview of the venture and its potential impact:

Market Landscape

The Indian smart meter market is expanding rapidly, driven by several factors:

• Government Initiatives: Revamped Distribution Sector Scheme (RDSS) is a government initiative in India aimed at improving the power distribution sector, particularly focusing on reducing the aggregate technical and commercial (AT&C) losses and improving the quality and reliability of power supply to consumers. The scheme also emphasizes the use of smart meters, which aligns with the broader goal of modernizing India''s power infrastructure..

• Energy Efficiency: Smart meters provide accurate, real-time data on energy consumption, enabling better demand management, reducing energy losses, and enhancing the reliability of the power grid.

• Consumer Benefits: Enhanced customer service, reduced electricity bills, and better control over energy usage.

Salzer''s Strategic Focus

Innovation and Product Range Expansion:

• Smart Meter Technology: By integrating advanced metering technology, Salzer aims to provide utilities and consumers with better control over energy consumption.

• Energy Conservation and Cost Savings: The

technology helps in monitoring and managing energy usage more efficiently, contributing to overall energy conservation efforts.

Manufacturing Capacity and Regulatory Approvals

Production Capacity:

• Annual Capacity: The new manufacturing facility in Coimbatore can produce 4 million meters annually in its first phase.

• Scalability: This capacity can potentially be increased to 10 Million meters to meet future demand.

Regulatory Approvals:

• Compliance: Salzer has secured approvals from key energy sector regulators, ensuring compliance and facilitating market entry

Strategic Partnerships and Market Penetration

Negotiations with AMISPs:

• Advanced Metering Infrastructure Service Providers: Salzer is in advanced stages of negotiations with several AMISPs, which will help in the widespread deployment of smart meters.

• Market Reach: These partnerships will enhance Salzer''s market penetration and establish it as a key player in the smart meter industry

Revenue Potential:

• Doubling Income: The venture into the smart meter business is expected to double Salzer''s income over the next three to four years, highlighting the substantial revenue potential.

• Sustainable Growth: This move supports Salzer''s long-term growth strategy by tapping into the growing demand for advanced metering solutions.

Salzer''s venture into the smart meter business is a well-timed and strategically sound decision, leveraging the growing market demand and government support for digitalization in the energy sector. With its robust manufacturing capacity, regulatory compliance, and strategic partnerships, Salzer is well-positioned to become a key player in the industry, driving innovation and growth in the smart metering landscape.

7. Future outlook

Salzer''s strategy for future growth is anchored in innovation, diversification, and geographical expansion. Here are the key factors driving future growth:

a. New Technology Products:

o Continuously seeking new technology products across all related business areas to stay ahead of the market trends.

o Focus on innovation to enhance product offerings and maintain a competitive edge.

b. Diversification of Product Portfolio:

o Emphasis on high-margin products, especially within the wires and cables division, to boost overall profitability.

o Introduction of three to five new products annually to cater to evolving market demands.

c. Geographical Expansion:

o Targeting new markets, particularly in Africa and Australia, to increase export revenue.

o Expanding global footprint to mitigate risks associated with market concentration and tap into emerging markets.

d. Strengthening Building Products Market:

o Enhancing market presence of building products to increase their revenue contribution.

o Strategic efforts to penetrate deeper into the building sector, leveraging existing capabilities and market knowledge.

e. Technical Alliances:

o Open to forming technical alliances with local and global partners to drive product development and innovation.

o Collaborations aimed at leveraging partner expertise and resources for mutual growth.

f. Inorganic Growth Opportunities:

o Exploring strategic acquisitions to accelerate growth and diversify the business portfolio.

o Identifying potential acquisition targets that align with Salzer''s strategic goals and can contribute to long-term growth.

By focusing on these strategic initiatives, Salzer aims to maintain its growth trajectory, enhance profitability, and solidify its position as a leading player in the industry. The commitment to innovation, market expansion, and strategic partnerships will be pivotal in achieving these growth objectives.

8. DIVIDEND

At the meeting held on May 28, 2024, the Board of Directors reviewed the proposal for a dividend for the financial year ending March 31, 2024. They recommended a dividend rate of 25%, or Rs. 2.50 per equity share of Rs. 10 each, for the financial year 2023-24. This recommendation entails a cash outflow of Rs. 4.42 Crores.

If this recommended dividend is approved at the Annual General Meeting, it will be paid to all eligible shareholders whose names appear in the Register of Members on the record date, within the time frame permitted underthe Companies Act, 2013

9. CAPITAL STRUCTURE AND OTHER RELATED ISSUES

I) Preferential issue of securities

a) Your Board, in order to meet working capital requirements and other general purposes, with the approval of the shareholders through an Extra Ordinary General Meeting held on December07, 2022, allotted 17,00,000 Share warrants at an issue Price of Rs.278.50/- for an aggregate cash consideration of Rs.47.35 Crs on December 13,2022 to the Bodies Corporate forming part of the Promotors'' group in accordance with SEBI (Issue of Capital and Disclosures Requirements) Regulation 2015. The allotted warrants were convertible into similar number of equity shares within 18 months of allotment

b) As on the date of this report, The subscribers of the warrants converted their entire 17,00,000 into equity shares by paying requisite amount within the stipulated time.

c) There is no deviation or variation in the use of

proceeds from the preferential issue of warrants, from the objects as stated in the Explanatory Statement to the Notice of the EGM dated November 10,2022.

d) Details of utilization of funds in terms of Regulation 32 (7A) of the Listing Obligations and Disclosure Requirements) Regulations as on this date of the report:

Particulars	f In Lakhs
Funds raised out of the preferential issue of 17,00,000 equity shares at an issue Price of Rs.278.50 per share (A)	4,734.50
Funds utilization towards working capital requirements and other general corporate purposes (B)	4,734.50
Balance un-utilized Funds (A-B)	-

ii) Increase in the Share Capital

Consequent to the allotment of 12,00,000 equity shares during the financial year, the issued, subscribed and paid up capital of the Company increased from Rs.16,18,27,370/- comprising of 1,61,82,737 equity shares of Rs.10/- each to Rs.17,38,27,370/- comprising of 1,73,82,737 equity shares of Rs.10/- each.

iii) Amendment to the Memorandum and Articles of Association

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

10. CORPORATE GOVERNANCE

As required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance are attached to this report as Annexure: 1

11. RESERVES

Your Board of Directors, as a prudent measure, have transferred Rs.2.50 Crs to the General Reserve Account. Now, your Company has general reserves of Rs. 23.58 Crores Lakhs as at March 31,2024.

12. LIQUIDITY

The Company has adequate cash and cash equivalents in its Books as at March 31, 2024 to effectively take care of all current liabilities.

13. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, the nature of the business of your Company - Manufacturing of Electrical Installation Products- has not changed.

14. 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

There were no 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 financial statements relate and the date of this report.

15. 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 also upto the date of this report, no orders were passed by any Court in India or by any Regulator or by any Tribunal affecting the going concern status and the Company''s operations in future.

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

The organization has implemented effective and progressive systems to maintain robust internal financial controls, ensuring stability and accurate financial reporting. These systems are regularly reviewed and formalized into work policies. To enhance reliability, there is an ongoing effort to automate many of these processes, thereby improving the efficiency of the Financial Control Systems.

The Company''s accounting policies comply with the Indian Accounting Standards as notified under Section 133 of the Companies Act, 2013, along with the Companies (Indian Accounting Standards) Rules, 2015. Any policy changes must be approved by the Audit Committee in consultation with the Statutory Auditors.

Recognizing the dynamic nature of business, the Company has identified inherent reporting risks for each major element in the financial statements and established controls to mitigate these risks. These controls and risks are periodically reviewed in response to changes in business operations, IT systems, regulations, and internal policies. The corporate accounts function plays a role in designing significant process changes and validating changes to IT systems that impact financial systems.

The internal check system includes the physical verification of inventory, fixed assets, and cash on hand, with any discrepancies addressed according to established procedures. No discrepancies were found during the year under review.

In preparing its financial statements, the Company makes judgements and estimates based on sound policies, utilizing external agencies for verification and validation when necessary. These judgements and estimates are also approved by the Audit Committee in consultation with the Statutory

Auditors. The Company maintains a wellfunctioning internal audit system, overseen by the External and Internal Auditors, who periodically report any significant changes or deviations from procedures to the Audit Committee.

The Company enforces a Code of Conduct for all employees and Board of Directors. Additionally, there is a Whistle Blower Policy in place that allows employees to report concerns regarding any improper acts orviolations of the Code of Conduct, including fraud and scams etc., to the Chairman of the Audit Committee

17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

With reference to the shareholdings held by the Company as at March 31,2024, your Company has Two Subsidiaries - Kaycee Industries Limited, Salzer Kostad EV Charges Private Limited; One wholly Owned Subsidiary- Salzer EV Infra Private Limited and One Step down Subsidiary - Salzer Emarch Electromobility Private Limited.

Performance Analysis of Subsidiary and Associate Entities

a) Kaycee Industries Limited- Subsidiary Company

> In FY2024, Kaycee Industries Limited posted a growth of 17% with Sales turnover of Rs.48.81 Crs as against Rs. 41.78 Crs reported in Fy23.

> The profit also has grown significantly well by 29% as the result of better operational efficiency and optimization of costs.

> Kaycee is totally Debt free Company and operating its business with strong cash generation.

> During the year, your Company diluted 0.35% holding in Kaycee. Post this development, your Company holds now stands 73.51% of Kaycee''s shares.

> The Board of Directors of Kaycee at their meeting

held on May 28, 2024 approved the Annual Financial Results of FY24 and recommended a normal Dividend of Rs.60/- (60%) per share and special dividend of Rs.40/- (40%) per share,

totaling Rs.100/- (100%) per equity share of Rs.100 each forthe financial year 2023-24

> Board of Directors of Kaycee, at their meeting held on May 28, 2024, has also approved, subject to the further consent of the shareholders, sub division of present 63,470 equity shares of Rs.100/- each into 6,34,700 Equity shares of Rs.10/-each and a bonus issue of 4:1.

> The Financial Highlights of Kaycee

THE FINANCIAL PERFORMANCE OF SUBSIDIARY COMPANY FOLLOWS AS UNDER j_n Lakhs]

Particulars	31st March 2024	31st March 2023
Revenue from operations	4,880.55	4,177.56
Other Income	63,04	56.62
Total Revenue	4,943.59	4,234.18
Total Expenses	4,348.95	3,756.64
Profit/(Loss) before exceptional and extraordinary items and tax	594.64	477.54
Exceptional Items (Prior period expenses)	-	1.51
Extraordinary Items	-	-
Net Profit Before Tax	594.64	479.05
Provision for Tax	-	-
- Current Tax	-152.23	-122.21
- Deferred Tax (Liability)/Assets	7.05	-7.40
Net Profit After Tax	449.46	349.44
Other Comprehensive Income (After Tax)	-5.84	2.55
Total Comprehensive income	443.62	351.99
Paid up Equity Share Capital (Face Value Rs. 100/- per Share)	63.47	63.47
Other Equity	2,319.66	1,914.12
Earnings per share ( Basic & Diluted) (in Rs.)	708.14	550.56

b) Salzer Kostad EV Charges Private Limited -Subsidiary Company

Salzer Kostad EV Chargers, one of the subsidiary engaged in business of making Fast Charging Station, has faced some challenges in the certification process at ARAI. Chargers are being tested at ARAI for certification. In this process, it has encountered a small setback. Out of the total 14 different tests that the charges have to undergo at ARAI, it has successfully passed 13 tests. Despite a minor setback, the Company is working diligently with its partners to address the issue and expect progress soon.

During the year, your Company subscribed 5,55,000 equity shares of Rs.10/- for a cash consideration of Rs.55,50,000/- and thereby took its equity stake in the Company to 67%.

c) Salzer EV Infra Private Limited (Wholly owned subsidiary) and Salzer EMarch Electromobility Mobility Pvt. Ltd (Step down subsidiary)

Your company, through its wholly owned subsidiary, Salzer EV Infra Pvt. Ltd., formed a JV named Salzer EMarch E Mobility Pvt. Ltd., in association with EMarch LLP This JV is engaged in manufacturing electric conversion kits for auto-rickshaws, cars and buses and also the manufacture novel electric driven utility vehicles.

During the year, your Company subscribed 35,000 equity shares of Rs.10/- for a cash consideration of Rs.3,50,000/- and

No significant development took place in the JV Company

18. DEPOSITS

During the Financial year under the review, your 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 31,2024.

19. STATUTORY AUDITORS

In terms of Proviso to Section 139 (1) of the Companies Act 2013, and with the approval of the shareholders at their meeting held on August 10, 2019, M/s. JDS Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company, for a term of five years immediately after conclusion of the 34^th Annual General Meeting till the conclusion of the 39^th Annual General Meeting for the financial year 2023-24.

Noticing the fact of the vacation of the office by above existing statutory auditors by the date of the 39^th Annual General Meeting scheduled to be held on September 14, 2024 your Board, based on the recommendation of the Audit Committee and subject to the approval of the members, approved the appointment of M/s. Swamy & Ravi, Chartered Accountants (FRN:004317S), as the Statutory Auditors of the Company for a term of Five years immediately after conclusion of the 39^th Annual General Meeting till the conclusion of the 44^th Annual General Meeting for the financial year 2028-29.

M/s. Swamy & Ravi, vide its letter dated April 25, 2024, has given their Consent to become the Statutory Auditors and confirmed to the effect that

? The Audit Firm is eligible to be appointed as Statutory Auditor, and has not incurred any disqualifications under the Companies Act 2013;

? The Audit Firm is not disqualified for appointment under the provisions of Chartered Accountants Act, 1949 and rules and regulations made there under;

? The proposed appointment is as per the terms provided under the Companies Act 2013;

? The proposed appointment is within the limits laid down by or under the authority of the Companies Act 2013;

? No orders have been issued and there are no proceedings pending against the firm with respect to professional matters of conduct before the Institute of Chartered Accountants of India, any competent authority, or any court and

? The Firm has been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

20. INVESTMENTSMADEBYTHECOMPANY

The Company has adequate measures to review the significant impact by way of any increase/ decrease of the fair value of the investments and accordingly being dealt with in the financial statements of the Company Reference to the details of investments made by the Company is available in the Notes on accounts.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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

26. 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 2023-24 is attached herewith as Annexure-3 and forms a part of this report

27 DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

During the year under review, the Board of the Company (based on the recommendation of the Nomination & Remuneration Committee) had appointed Mrs. Priya Bhansali (DIN: 00195848) and Mr. Sharat Chandra Bhargava (DIN: 00008146) as Independent Directors of the Company for a term of 3 (three) consecutive years w.e.f. August 7, 2023. The Shareholders of the Company approved the said appointment with an overwhelming majority at the 38^th AGM of the Company Mr. S.Baskarasubramanian resigned from his position of Director (Corporate Affairs), Company Secretary & Compliance Officer of the Company w.e.f August 07, 2023 due to personal reasons.

Mr. K.M.Murugesan was appointed as the Company Secretary & Compliance Officer of the Company w.e.f from August 08, 2023.

On May 28, 2024 Mr. Sunder Rajan Raman was appointed as an Additional Director (Independent Director) of the Company, which is subject to shareholders'' approval, for a term of five years.

As on date of this report (i.e. May 28, 2024) your Board is having 13 members - Three Executive Directors, Two Non-Executive and Non Independent Directors and eight Independent Directors.

B) Retirement by Rotations

Mr. D.Rajeshkumar (DIN: 00003126) and Mr. D.Vishnu Rangaswamy (DIN: 00793090) who are the retiring Directors in the ensuing 39^th Annual General Meeting, offer themselves to get reappointed 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

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.

E) 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.

28. LISTING REGULATIONS

Your Company has duly complied with various Regulations as prescribed under SEBI (Listing obligations and Disclosures) Regulations 2015.

29. 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.

30. WHISTLE BLOWING POLICY MECHANISM

A whistle blowing policy mechanism has been in place providing opportunity to Directors/Employees

> To access in good faith, to the Audit Committee in case they observe unethical and improper practices or any other wrongful conduct in the Company,

> To prohibit managerial personnel from taking any adverse personnel action against those employees and

> To provide necessary safeguards for protection of employees from reprisals orvictimization

This policy applies to all directors and employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy

To report such incidents, practices etc., the concerned Employees / Directors can contact / report to

Office of the Audit Committee (Compliance Officer)

E-Mail: [e-mail] Contact No. 0422 4233614

Office of the Managing Director

E-Mail : [e-mail] Contact No.0422-4233612

Office of Joint Managing Director and Chief Financial Officer

E-Mail: [e-mail] 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.

31. PREVENTION OF SEXUAL HARASSMENT AT THE WORK PLACE

The Company has constituted an Internal Committee (IC) in all the Units to consider and resolve all sexual harassment complaints reported by women. The constitution of the IC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Committee has not received any complaint.

32. 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 recommend, for approval by the Board, nominees for election at the AGM.

The committee also makes recommendations to the Board on candidates for

Ci) 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 selfevaluation of the Board and of individual directors.

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

33. POLICY ON THE DIRECTORS APPOINTMENT AND REMUNERATION

As of March 31, 2024, Salzer''s Board comprises thirteen members, including three Executive Directors, two Non-Executive and NonIndependent members, and eight Independent Directors. The Board also includes two Women Directors, one of whom serves as an Independent Director. Salzer adheres to its Policy for Nomination and Remuneration in accordance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and complies with the criteria for directors'' appointment and remuneration as stipulated under Section 178(3) of the Companies Act, 2013, which is available on the company''s website."

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review,

• During the year, 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''). and

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

35. 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 a va i l a bl e a t t h e Com p a n y''s we bs i t e www.salzergroup.net

36. INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the Company has a comprehensive Code of Conduct to Regulate, Monitor and Report Trading by an Insider and the same is being strictly adhered to by the Designated persons (DPs) while dealing in Company''s securities in excess of the threshold limit as defined under this Code. The Company also has in place a Code of Practices and Procedures for fair disclosure of "Unpublished Price Sensitive Information" CUPSI).

The Company follows closure of trading window from the end of every quarter till 48 hours the UPSI made public. The Company has been advising the DPs covered by the Code not to trade in Company''s securities during the closure of trading window period. The Company has set up a mechanism for tracking of the dealings of equity shares of the Company by the DPs and their immediate relatives having access to unpublished price sensitive information.

In addition, the Company is also closing the trading window for considering the UPSI at the Board meeting and advising the DPs connected with such UPSI. Further, In line with SEBI Circular, the Demat Account of the DPs are getting frozen at end of every quarter until the financial results are disclosed.

The Audit Committee also reviewed the Institutional Mechanism for Prevention of Insider trading and the systems for internal control as per Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations 2015.

The Company has installed necessary software for maintaining a Structured Digital Database as per the circulars issued by the SEBI. The Company regularly shares the importance of recording the UPSI to the DPs concerned. All DPs have been requested to share emails or any communication containing UPSI with others only for legitimate purposes.

37. MANAGERIAL REMUNERATION

A) 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.

B) The Company does not have such director who is in

receipt of any commission from the company and who is a Managing Director or Whole-time Director

of the Company and further receiving any remuneration or commission from any Holding Company or Subsidiary Company of such Company

38. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act,

2013, the Board of Directors, at their meeting held on May 24, 2023, appointed Mr. G Vasudevan, B.Com, LLB & FCS, M/s.G V Associates, Company Secretaries (Certificate of Practice No. 6522), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2023-24 in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014.

The Secretarial Audit Report for the financial year ended 31st March, 2024 is set out in the Annexure - 5 to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

39. COMPLIANCE ON SECRETARIAL STANDARDS

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

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

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividends of Rs. 5,20,740/-. Further 7,591 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF rules. The details are available on our website at www.salzergroup.net. The Details of the nodal officer: Mr. K. M. Murugesan, E.mail ID. [e-mail]

41. RISK MANAGEMENT POLICY

Risk management is attempting to identify and manage threats that could severely impact or bring down the organization. Generally, this involves reviewing operations of the organization, identifying potential threats to the firm and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats. In order to tackle such risks emanating

during the course of business operation, the Board of Directors, constituted Risk Management Committee with an objective of identifying the potential threats that are likely to impact the growth of the organization and evolve suitable measure strategically to mitigate such identified Risks.

Accordingly, the operating management review the risk profile which has got impact on the performance of the company in accordance with the policy of the company on Risk Management and also in compliance with the relevant regulations thereof on a periodical basis.

42. 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.

43. 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 2023-24 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.

44. 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, integrityand 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 NonExecutive 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

45. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors make the following statements:

> that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

> that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the company for that period;

> that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

> that the annual financial statements have been prepared on a going concern basis;

> that internal financial controls are being followed by the company and that such internal financial controls are adequate and were operating effectively.

> that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively

46. 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.

47. INDUSTRIAL RELATIONS

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

48. 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

49. 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

50. 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.

51. 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 28, 2024 DIN : 00054437

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Mar 31, 2023

The Directors have the pleasure in presenting the Thirty Eighth Annual Report along with the audited Financial Statements of the Company for the year ended March 31,2023

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

Particulars		Standalone		Consolidated
		For the year	For the year	For the year	For the year
		Ended March	Ended March	Ended March	Ended March
		31,2023	31,2022	31,2023	31,2022
I Revenue from operations		1,01,316.68	78,363.30	1,03,717.24	80,354.15
II	Other Income	137.26	217.88	170.10	247.62
III	Total Revenue (1 111	1,01,453.94	78,581.18	1,03,887.34	80,601.77
IV	Expenses
a	Cost of materials consumed	81,827.82	63,764.67	82,694.88	64,550.68
b	Purchase of stock in trade	-	-	-	-
c	Changes in inventories of finished goods, work-in-progress and stock-in-trade	-1,964.41	-1,585.42	-1,978.92	-1,533.96
d	Employee benefit expenses	3,514.73	2,939.99	3,936.54	3,359.63
e	Finance Cost	2,605.69	1,980.54	2,611.89	1,987.65
f	Depreciation and amortization expense	1,611.38	1,600.59	1,660.37	1,633.48
a	Other expenses	8,824.47	6,865.90	9,474.56	7,353.53
h	Total Expenses	96,419.68	75,566.27	98,399.32	77,351.01
V	Profit before exceptional and extraordinary items and tax	5,034.26	3,014.91	5,488.02	3,250.76
VI	Exceptional Items	-	-	-	-
VII	Prior Period expenses	-	-	1.52	-
VIII	Profit before tax & extraordinary items	5,034.26	3,014.91	5,489.54	3,250.76
IX	Extraordinary items	-	-	-	-
X	Profit before tax	5,034.26	3,014.91	5,489.54	3,250.76
XI	Tax expense:	-1,398.07	-766.77	-1,527.68	-830.30
XII	Profit for the period - After Tax	3,636.19	2,248.14	3,961.86	2,420.46
XIII	Earnings per equity share:
(1) Basic (in Rs.)		22.74	14.07	24.21	14.14
(2) Diluted (in Rs.)		20.58	14.07	21.90	14.14
XIV	Reserves and Surplus	38,523.12	33,384.31	39,152.82	33,791.00

2. BUSINESS SCENARIO IN THE YEAR

The past financial year posed significant challenges for the economy and industries due to various macro-economic factors such as increased inflation, Exchange rate fluctuations, and a general decline in demand from our export markets.

Despite these challenges, your Company achieved a remarkable growth in the FY 2022-23. With a 30% increase in the top line, your company surpassed an important milestone by generating revenues exceeding Rs 1000 Crores. This achievement can be attributed to our growing advanced engineering capabilities backed by a robust in-house manufacturing and RS.D team, product innovation,

strong technical collaboration and improving customer relationships. It is a matter of pride to all your stakeholders on achieving this milestone. This is just one step in Salzer''s overall strategy.

The demand of the Infrastructure sector in India in the last financial year was a matter of significant relevance. With an increased emphasis on the growth of the infrastructure, particularly the Government''s focus on smart cities development the demand for electrical products is bound to grow. Private investments have gained momentum significantly which are now stimulating the Country''s economic activities. Such a growth further has added to the increasing demand of our products.

The increasing demand for renewable energy sources such as solar, wind, and hydro power have opened new growth opportunities and demand for switchgear, transformers, wires and cables. Your Company has benefited from this development.

a) Progress in the year on standalone basis

> In the year ended March 2023, Net Revenue of your Company was Rs. 1,013.1 crore as against Rs. 783.6 crore recorded in the last financial year a growth of 29.3%. This was driven by a strong demand for almost all products on the back of improved market conditions both in India and abroad.

> The EBITDA (excluding other income) stood at Rs. 91.10 crore in FY23 as against Rs. 63.80 crore in FY22 with a year on year growth of 42.90%, mainly on account of higher sales in all the product divisions.

> The Profit after Tax was at Rs. 36.4 crore in the year as against Rs. 22.5 crore in last year, with year on year growth of 61.74%; the PAT Margin was 3.6% in FY23 as against 2.9% in FY22 and increase of 72 basic points.

bl Individual division''s performance and Contributions

il Industrial Switch Gear Division:

Our Industrial Switch Gear Products have a strong foothold both in the domestic and global markets. Your company has established a niche in the market across the globe over a period of time. Various globally renowned large Multi-national Companies are your Company''s customers who draw supplies from us in preferential manner. Your Company is the only approved supplier of Nuclear Power Corporation and the largest supplier of rotary switches and load break switches to Indian Railways.

The Products under covered are:- Cam Operated Rotary Switches, Load Break Switches (Disconnects), Toroidal Transformers, General Purpose Relays, Wire Harness, Three Phase Dry Type Transformers, Contactors, Over Load relays, Motor Protection Circuit Breakers (MPCB), MCB''s, Terminal Connectors, Wiring Ducts and Control Panels.

This Division witnessed a Compounded Annual Growth Rate (CAGR) of 30% in the last five years and increased its contribution to the total revenue from 43% in 2018 to 54% in 2023.

In FY23, the Industrial Switch Gear Division recorded a growth of 40% over FY 22 with EBIDTA Margin of 11.70%, up from 9.60% in FY22 on account of better operational efficiency, cost optimization and product mix. During the year, the growth was mainly driven by products like Toroidal Transformers, Three phase Transformers, Wire

Harness, Rotary Switches and Isolators which comprised 65% of this division sales.

iil Wires and Cables

Your Company manufactures a wide range of Industrial wires & Cables from 0.5 sq mm to 300 sq mm - Building Wires, Flexible wires, Multi Core Cables, Flat cables, Traveling cables, Lan Cables, UL rated Wires, Shielded & Braided Wires Halogen Free wires, Low smoke Wires etc.,

This Division saw the CAGR of 10% in the last five years and posted a growth of 15% in FY23 and made a contribution to the total business of 38% in the year.

Recently rolled out Lan Cable Product has done phenomenally well and posted a growth of 287% in the year on the back of a strong demand. This Product is poised to grow well, going forward considering the market size and future potentials.

iii) Building Products

This is the only B2C division of the company, predominately servicing South Indian Market with the Product basket comprising of Modular Switches, Speciality Switches, Movement Sensors, Remote Switches, House Wires, MCB''s Distribution Boards, etc.,.

This Division posted a CAGR of 15% in the last five year cycle and registered a sales growth of 44% in FY23 with contribution of 8% to the top-line of the Company. The EBITDA Margin of this business division was 2.7% in FY23 against 1.70% in FY22.

ivl Energy Management Division

The fourth division is our Street Light Management System and this business is a Tender driven business. During the year, the Company has not received any new orders from the Government.

cl Export Business

On the exports front, the Company has been growing steadily on the strength of enhanced sales in America including South American countries like Brazil, Argentina and Chile. During the year, the export business registered a growth of 42% and contributed 26% to the total business volume of the Company. Though the major economies across the world are facing some recessionary situation due to inflation, geo political crises etc., your Company foresees that the present export growth would be stable as the customers are quite optimistic on their business prospectus

dl Consolidated Financial performance

On the consolidated basis,

> Your Company reported highest ever sales turnover of Rs.1037 Crs in FY23 as against Rs.803.54 Crores recorded in FY22 with a growth of 29% as the result of improved business volumes of both the Parent Company and the subsidiary, Kaycee Industries Limited.

> Similarly, the consolidated operating profit, Profit before and after Tax were up by 45%, 69% and 64% respectively and Profitability margin both at operating level and PAT level also got enhanced by about 1% in the year.

e) Key significant developments in the year -Manufacturing Facility in Hosur

Your Company has Set up utilising accruals a new manufacturing facility on a 30000 sq.ft rented building strategically located in Hosur, Tamil Nadu to manufacture high demand products like Wire Harnesses and Toroidal Transformers with an Initial investment cost of Rs. 15 Cr. This Unit has commenced its operations successfully since April 2023 and is on path of steady progress.

fl Future outlook

For the year now on, it has been projected that the company will grow at around 20% with strong product offerings and brand position in the market. Based on the domestic and export outlook, your Company is quite optimistic about achieving this. As a part of its strategy, Your Company will continue to focus on profitable growth combined with capital efficiency to improve our working capital cycle.

Besides the above, our strong commitment towards

> Seeking for Technical alliances to develop new and technically advanced products

> Finding out suitable players in the market for acquisition

> Increase sales of high margin products existing and new

> Constantly develop new products through inhouse RS.D and

> cleaner, greener and healthier environment

will continue to guide us now and as well in the future.

3. DIVIDEND

Your Board of Directors at the meeting held on May 24, 2023 considered the proposal of Dividend for the financial year ended March 31,2023 and recommended a Dividend at the rate of 22% i.e Rs.2.20 per equity share of Rs.10/- each for the financial year 2022-23 which will involve a cash outgo of Rs.3.60 Crores.

The above recommended dividend, if approved by you, at the Annual General Meeting, will be payable to all eligible shareholders whose name appears in the Register of Members on the relevant date, within the stipulated time as permitted under the Provisions of the Companies Act, 2013.

4. CAPITAL STRUCTURE AND OTHER RELATED ISSUES

il Preferential issue of securities

> Your Board, in order to augment working capital purposes and for general purposes with the approval of the shareholders through an Extra Ordinary General Meeting held on December 07, 2022, allotted 17,00,000 Convertible Share warrants at an issue Price of Rs.278.50/- for an aggregate cash consideration of Rs.47.35 Crs on December 13,2022 to the Bodies Corporate forming part of the Promotors'' group in accordance with SEBI (Issue of Capital and Disclosures Requirements) Regulation 2015.

> At the Time of Allotment of said warrants, your Company received an upfront payment equivalent to 25% of the issue price, amounting to Rs.11.84 Crs and balance 75% will be receivable when subscribers to the warrants exercise their right to convert the warrants into equity shares over the period of 18 months from the date of allotment of warrants

> Post conversion of the warrants into equity, the Promoters shareholdings in your Company will stand increased by 6.50% at 38.84%

> On March 23, 2023, your Board allotted 2,00,000 equity shares against conversion of similar numbers of warrants exercised by warrant subscribers after receipt of balance 75% of the Issue Price amounting to Rs.4.18 Crs.

> The details of utilization of funds are given hereunder:

Particulars	^ In Crs
Funds raised through allotment of 17,00,000 warrants on December 13,2023 (A)	11.84
Funds raised through allotment of 200000 fully paid-up equity shares against conversion of equal number of warrants on March 23,2023 (B)	4.18
Total Funds raised and available for utilization till 31 March 2023 (A B)	16.02
Funds utilized during the year ended 31 March 2023	16.02

> There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as stated in the Explanatory Statement to the Notice of the EGM dated November 10,2022.

iil Increase in the Share Capital

Consequent to the allotment of 200000 equity shares on March 23, 2023, the issued, subscribed and paid up capital of the Company increased from Rs.15,98,27,370/- comprising

of 1,59,82,737 equity shares of Rs.10/- each to Rs.16,18,27,370/- comprising of 1,61,82,737 equity shares of Rs.10/- each.

iiil Amendment to the Memorandum and Articles of Association

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

5. CORPORATE GOVERNANCE

As required under Schedule VO of SEBI (Listing Obligations and Disclosure Requirements) Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance are attached to this report as Annex: 1

6. RESERVES

Your Board of Directors, as a prudent measure, have transferred Rs.50.00 Lakhs to the General Reserve Account. Now, your Company has general reserves of Rs. 21.08 Crores Lakhs as at March 31,2023.

7. LIQUIDITY

The Company has adequate cash and cash equivalents in its Books as at March 31, 2023 to effectively take care of all current liabilities.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, the nature of the business of your Company Manufacturing of Electrical Installation Products-has not changed.

9. 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

There were no 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 financial statements relate and the date of this report.

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

During the year under review and also upto the date of this report, no orders were passed by any Court in India or by any Regulator or by any Tribunal affecting the going concern status and the Company''s operations in future.

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

Effective and progressive systems have been put in place in the organisation to ensure a proper regime of internal financial controls to ensure the stability and proper financial reporting. These are reviewed periodically and are converted into work policies in a regular manner. To ensure reliability there is an ongoing programme to automate many of these procedures to improve the efficiency of the Financial Control Systems.

The Company''s accounting policies are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. Changes in policies, if any, are to be approved by the Audit Committee in consultation with the Statutory Auditors.

Since the business is always on the move and nothing stays static, the Company has identified inherent reporting risks for each major element in the financial statements and put in place controls to mitigate the same. These risks and the mitigation controls are reviewed periodically in the light of changes in business, IT systems, regulations and internal policies. Corporate accounts function is involved in designing large process changes as well as validating changes to IT systems that bear a note in the financial systems.

The system of internal check includes the conduct of a physical verification of inventory, fixed assets and cash on hand and any variance has to be dealt according to the procedures laid down at periodic intervals. No Discrepancies were found during the year under review.

The Company, in preparing its financial statements, makes judgements and estimates based on sound policies and uses external agencies to verify/validate them as and when needed and appropriate. The basis of such judgements and estimates are also approved by the Audit Committee of the Board of Directors of the Company in consultation with the Statutory Auditors of the Company. The company has a well-run internal audit system manned by competent external agencies. The system periodically reports to the Audit Committee any significant changes or non-confirmation to procedures.

The Company has a Code of Conduct applicable to all its employees as well as Board of Directors; a Whistle Blower Policy facilitating employees to report their concern in case they come across any type of improper act or violation of code of conduct which includes Fraud, scam etc., is also in position.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

With reference to the shareholdings held by the Company as at March 31,2023, your Company has One Subsidiary-Kaycee Industries Limited, One wholly Owned Subsidiary- Salzer EV Infra Private Limited, One Step down Subsidiary Salzer Emarch

Electromobility Private Limited and One Associate Entity Salzer Kostad EV Charges Private Limited

Performance Analysis of Subsidiary and Associate

Entities

a) Kaycee Industries Limited

> In FY2023, Kaycee Industries Limited posted a growth of 42% with Sales turnover of Rs.41.78 Crs as against Rs.29.41 Crs reported in FY22.

> The profit also has grown significantly well by 87% as the result of better operational efficiency and optimization of costs.

> Kaycee is totally Debt free Company and operating its business with strong cash generation.

> Going forward, Kaycee is expected to clock a growth of 25% in FY24 with New Products offerings and more outreach marketing.

> During the year, your Company diluted 1% holding in Kaycee. Post this development, your Company holds now stands 73.86% of Kaycee''s shares.

> The Board of Directors of Kaycee at their meeting held on May 9, 2023 approved the Annual Financial Results of FY23 and recommended a Dividend at the Rate of Rs.60 (60%) per Equity Share of Rs.100 each

> The Financial Highlights of Kaycee

THE FINANCIAL PERFORMANCE OF SUBSIDIARY COMPANY FOLLOWS AS UNDER		(? in Lakhs)
Particulars	31st March 2023	31st March 2022
Revenue from operations	4,177.56	2,940.86
Other Income	56.62	44.02
Total Revenue	4,234.18	2,984.88
Total Expenses	3,756.64	2,734.76
Profit/(Loss) before exceptional and extraordinary items and tax	477.54	250.12
Exceptional Items	-1.15	-
Extraordinary Items	-	-
Net Profit Before Tax	479.05	250.12
Provision for Tax	-	-
- Current Tax	122.21	53.13
- Deferred Tax (LiabilityJ/Assets	7.40	10.38
Net Profit After Tax	349.44	186.61
Other Comprehensive Income (After Tax)	2.55	4.93
Total Comprehensive income	351.99	191.54
Paid up Equity Share Capital (Face Value Rs. 100/- per Share)	63.47	63.47
Other Equity	1,914.12	1,593.87
Earnings per share ( Basic & Diluted)	550.56	294.01

bl Salzer Kostad EV Charges Private Limited Associate Entity

Your Company formed a joint venture company in July 2021, named Salzer Kostad EV Chargers Pvt Ltd, with Austria-based Company Kostad Steuerungsbau GmbH (Kostad).

This is engaged in the business of manufacturing of DC Fast charging stations for electrical Cars, Trucks & Buses, and components and systems thereof, in India. Through this technical alliance, Kostad is providing technical know-how and requisite technology support to Salzer for the production of EV charging stations and related components.

With support of the technology partner, Kostad, the Company has developed the product and tested successfully. The product is under approval process

from Regulators, and efforts are being made to roll out in the market before end of third quarter.

Your Company, during the year, made an investment of Rs.21.00 Lakhs in the equity of Salzer Kostad. With this capital infusion, the cumulative equity investment stands at Rs.24.50 Lakhs,

translating into a holding of 37.40 % in Salzer Kostad.

c) Salzer EV Infra Private Limited (Wholly owned subsidiary) and Salzer EMarch Electromobility Mobility Pvt. Ltd (Step down subsidiary)

Your company, through its wholly owned subsidiary, Salzer EV Infra Pvt. Ltd., formed a JV named Salzer EMarch E Mobility Pvt. Ltd., in association with EMarch LLP This JV is engaged in manufacturing electric conversion kits for auto-rickshaws, cars and buses and also the manufacture novel electric driven utility vehicles.

Your Company through its wholly owned subsidiary, made an equity investment Rs.32.25 Lakhs in Salzer E-March, representing holding of 98%.

The product is still under developmental stage with various technological ideas being tested before a final conclusion could be reached.

13. DEPOSITS

During the Financial year under the review, your 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 as at March 31,2023.

14. STATUTORY AUDITORS

In terms of Proviso to Section 139 (1) of the Companies Act 2013, and with the approval of the shareholders at their meeting held on August 10, 2019, M/s. JDS Associates, Chartered Accountants, have been appointed as the Statutory Auditors of the Company, for a term of Five years immediately after conclusion of the 34^th Annual General Meeting till the conclusion of the 39^th Annual General Meeting for the financial year 2023-24.

15. INVESTMENTSMADEBYTHECOMPANY

The Company has adequate measures to review the significant impact by way of any increase/ decrease of the fair value of the investments and accordingly being dealt with in the financial statements of the Company. During the reporting period, there was no significant variance in the fair value of the Investments.

16. 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.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (121 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.

18. MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (11 OF SECTION 148 OF THE COMPANIES ACT, 2013

Pursuant tothe provisions of Section 148 (1) ofthe 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.

19. 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.

20. 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 Annex: 2 herewith separately.

21. 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 2022-23 is attached herewith as Annexure 3 and forms a part of this report

22. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

During the year under the review, no changes took place in the Board''s Composition.

Presently, your Board is having 11 members Four Executive Directors, Two Non-Executive and Non Independent Directors and Five Independent Directors.

Bl Retirement by Rotations

Mr. Vishnu Rangaswamy and Dr. Mrs. Thilagam Rajesh Kumar, who are the retiring Directors in the ensuing 38^th 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.

Cl Declaration by the Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(B) 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.

Dl 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 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.

El 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.

23. LISTING REGULATIONS

Your Company has duly complied with various Regulations as prescribed under SEBI (Listing obligations and Disclosures) Regulations 2015.

24. 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.

25. WHISTLE BLOWING POLICY MECHANISM

A whistle blowing policy mechanism has been in place providing opportunity to Directors/Employees

> To access in good faith, to the Audit Committee in case they observe unethical and improper practices or any other wrongful conduct in the Company,

> to prohibit managerial personnel from taking any adverse personnel action against those employees and

> to provide necessary safeguards for protection of employees from reprisals orvictimization

This policy applies to all directors and employees of the Company to report concerns about unethical

behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy

To report such incidents, practices etc., the concerned Employees / Directors can contact / report to

Office of the Audit Committee (Compliance Officer)

E-Mail: [e-mail] Contact No. 0422 4233614

Office of the Managing Director

E-Mail: [e-mail] Contact No.0422-4233612

Office of Joint Managing Director and Chief Financial Officer

E-Mail: [e-mail] 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.

26. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company has constituted an Internal Committee CIC) in all the Units to consider and resolve all sexual harassment complaints reported by women. The constitution of the IC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Committee has not received any complaint.

27. 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 recommend, 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 selfevaluation of the Board and of individual directors.

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

28. POLICY ON THE DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with the Regulation 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015 read with Salzer''s Policy for Nomination and Remuneration, the Board is having an optimum combination of the executive, non-executive and independent directors. As of March 31, 2023, the Board has eleven members, four of whom are Executive Directors; two are NonExecutive and Non-Independent member and five Independent Directors. One non-executive and nonindependent member of the Board is a woman. The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on its website.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review,

• During the year, 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 terms and conditions are not prima facie prejudicial to the interest of the Company during the course of its business and

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

30. 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. A copy of the Related Party Transaction Policy is available at the Company''s website www.salzergroup.net

31. INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing

with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.salzergroup.net

32. MANAGERIAL REMUNERATION

A) The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e

> No employee of the Company throughout the Financial year was in receipt of remuneration for that year which, in the aggregate, for Rupees one Crore and two Lakhs rupees and

> No employee of the Company for a part of the Financial year was in receipt of remuneration for any part of year which, in the aggregate, for Rupees Eight Lakhs and Fifty Thousand per month

B) The Company does not have such director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company receiving any remuneration or commission from any Holding Company or Subsidiary Company of such Company.

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 Annex: 4.

33. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act,

2013, the Board of Directors, at their meeting held on May 21,2022, appointed Mr. G Vasudevan, B.Com, LLB & FCS, M/s.G V Associates, Company Secretaries (Certificate of Practice No. 6522), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2022-23 in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014.

The Secretarial Audit Report for the financial year ended 31st March, 2023 is set out in the Annexure-5 to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

34. COMPLIANCE ON SECRETARIAL STANDARDS

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

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

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividends of Rs.4,33,448/-. Further, 13,650 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF rules. The details are available on our website at www.salzergroup.net. The Details of the nodal officer: Mr. S. Baskarasubramanian, E.mail ID. [e-mail]

36. RISK MANAGEMENT POLICY

Risk management is attempting to identify and manage threats that could severely impact or bring down the organization. Generally, this involves reviewing operations of the organization, identifying potential threats to the firm and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats. In order to tackle such risks emanating during the course of business operation, the Board of Directors, constituted Risk Management Committee with an objective of identifying the potential threats that are likely to impact the growth of the organization and evolve suitable measure strategically to mitigate such identified Risks.

Accordingly, the operating management review the risk profile which has got impact on the performance of the company in accordance with the policy of the company on Risk Management and also in compliance with the relevant regulations thereof on a periodical basis.

37. 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.

38. 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 2022-23 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.

39. POLICIES OF THE COMPANY

The Company is committed to a 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 NonExecutive Directors

j) Policy on Familiarization Program for the NonExecutive 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

40. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors make the following statements:

> that in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

> that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the company for that period;

> that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

> that the annual financial statements have been prepared on a going concern basis;

> that internal financial controls are being followed by the company and that such internal financial controls are adequate and were operating effectively.

41. CREDIT RATINGS

During the year under review, CRISIL, Rating Agency, has reaffirmed as ''CRISIL A/Stable'' for long term borrowing and ''CRISIL A1'' for short term borrowings.

42. INDUSTRIAL RELATIONS

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

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 201B DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR - Not Applicable

44. 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

45. 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.

46. ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation and gratitude to the Shareholders, various Government Agencies, Canara Bank, Union Bank of India, ICICI Bank, Citi Bank NA, M/s. Axis Bank, M/s. HDFC Bank, M/s. Larsen & Toubro Limited - Marketing Associates, CRISIL, M/s.GNSA Infotech Ltd, (Registrar & Share Transfer agent) for their continued support and co-operation. Your Directors also wish to record their appreciation for the dedicated services being rendered by the employees at all levels.

For and on behalf of the Board N RANGACHARY

Place : Coimbatore CHAIRMAN

Date : May 24, 2023 DIN : 00054437

---

Mar 31, 2018

Dear Shareholders,

We have pleasure in presenting the Thirty Third Annual Report, together with the audited financial statements of the Company for the Financial Year ended March 31, 2018

1. FINANCIAL SUMMARY OF THE COMPANY

(Rs .in Lakhs)

Particulars		For the year ended March 31, 2018	For the year ended March 31, 2017
I	Revenue from operations (Net off Excise Duty)	44,277.14	38,497.89
II	Other Income	310.24	544.35
III	Total Revenue (I II)	44,587.38	39,042.24
IV	Expenses
	Cost of Materials Consumed	35,717.26	29,795.87
	Purchase of Stock in Trade	140.77	290.74
	Changes in inventories of finished goods and work in progress	(3,512.29)	(2,118.37)
	Employee benefits expenses	1,985.69	1,874.80
	Finance Cost	1,491.25	1,459.29
	Depreciation and amortization expenses	1,053.61	889.74
	Other expenses	4,617.23	4,240.14
	Total Expenses	41,493.52	36,432.21
V	Profit before exceptional and extraordinary items and tax (III-IV)	3,093.86	2,610.03
VI	Exceptional Items	-	-
VII	Profit before tax (V-VI) & extraordinary items	3,093.86	2,610.03
VIII	Extraordinary items	-	-
IX	Profit before tax (VII-VIII)	3,093.86	2,610.03
X	Tax expense:	(1,092.21)	(875.81)
XI	Profit for the period - After Tax(IX-X)	2,001.65	1,734.22
XIII	Earnings per equity share:
	(1) Basic (in '')	13.82	12.53
	(2) Diluted (in '')	13.45	12.11

2. ANALYSIS OF PERFORMANCE

In the FY 2017-18, the Company has witnessed the growth of 15% in its net revenue from the operations to Rs.44277.14 Lakhs. The Earnings before Interest Tax, Depreciation and Amortization (EBITDA) stood at Rs.5329.78 Lakhs in the year as against Rs.4,410.11 Lakhs in FY17, YoY growth of 20.7%. Similarly, EBITDA margin improved considerably by over 56 bps to 12% as against 11.5% in the corresponding previous period in view of improvement in the operational efficiency in the productions. Further, the Profit after Tax was at Rs.2,001.65 Lakhs in FY18 as against Rs.1,734.22 Lakhs in FY17, recorded a year on year growth of 15.4%. In the fiscal 2017-18, Direct Exports contributed 17.2% to the total revenues.

Your Company has demonstrated good growth in its revenues. This growth was mainly driven by demand in switchgear business segment and also from products like wire harness and three phase dry type transformers. The increase in exports to USA and Europe has also been another factor contributing to the increased revenues.

Your Company continues to focus on adding new, niche and high margin products, enter new geographies and offer total and customized electrical solutions to its existing and new customers. To aid to this, your Company has constantly been on the lookout for any new opportunities for technical associations to strengthen the base for its product offerings.

Industrial switch gear segment

The industrial switch gear segment is one the largest contributors to overall revenues of your Company. This segment comprises Cam Operated Rotary Switches; Toraidal Transformers, Relays, Load Break Switches, Wire Harness, Three Phase Dry Type Transformers etc. This division posted a growth of 16% on year on year and made 45% contribution to the total revenue of the Company. Your Company has increased its supply for these new products to the Original Equipment Manufacturers (OEMs). Going forward, the demand for the Products will significantly improve because of its high standards of quality. Good traction has been seen in the newly added product Three-Phase Dry Type Transformers with various large OEMs.

Wire and cable segment

Wire and cable segment consisting of copper wires and cables, is the second major business of your Company. On a yearly basis, wire and cable business contributed 49% with a year on year robust growth of 27%. Within this segment, your Company''s focus has been to do brand labelling for major brands. Initially, it has been started with branding for L&T, and today branding is being done for Crompton Greaves, Texmo, E-Fab and a couple of other brands. In the last two years, this division has started to focus giving value added products to various customers like elevator travelling cables; wire harnesses, hoist cables and other similar cables in the segment including UL approved wires.

In order to strengthen the revenues of this Segment, your Company has acquired the whole of the business undertaking from Salzer Magnet Wires Limited on slump- sale basis as a going concern in pursuance of the Business Transfer Agreement effective March 08, 2018 for a total value of Rs.2,029.10 Lakhs for consideration other than cash. The acquired undertaking is engaged in the business of manufacturing of enameled Copper Wires which have its applications in Transformers, Motors, Alternators, Contactors, Relays and Auto electricals. It is being expected that the acquired undertaking would bring not less Rs.75 Crores business volumes in the top line of this segment in the current year

Building Product Segment

This is the only segment where your Company has been operating on a B2C basis. The Portfolio under this Segment involves Distribution Boards, Modular Switches & Specialty Switches, Movement Sensors, Remote Switches, Single Phase Motors Switches, House Wires etc., The building segment product division contributed around 5% of our revenues in 2017-18. In the real estate Sector, this Segment secured some annual rate contracts with certain major builders in the south.

Energy management segment

The fourth is the Energy Management Segment. This is a new technology oriented business which was developed by your Company''s in-house R&D team. This product segment has given a benefit of being the largest ESCO, with highest CRISIL rating -Grade A in the country for your Company Energy management division, during the full year FY 2018, generated revenues of nearly Rs.500 Lakhs, which is only about 1% of total revenues as this an order book driven business. Your Company has already participated in a new tender with Energy Efficiency Services India Limited (EESL) in the last year and are expecting the results of this tender during the second quarter of current year Going forward, your Company''s focus remains to achieve profitable growth by adding newer products which are customized and value added in nature, exploring newer geographies which can yield better margins. With a very competent team in place, your Company is quite confident of achieving the milestone which it has set for itself

3. DIVIDEND

The Board of Directors at their meeting held on May 24, 2018 recommended a Dividend at a rate of 16% ('' 1.60 per share) for the financial year ended March 31, 2018 as that of the last year. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting.

Dividend (including dividend tax) as a percentage of net profit after tax is 15%, on the expanded capital. In order to strengthen the internal accruals of the Company, Your Board of Directors moderated the Dividend Payment out of available surplus for the financial year 2017-18 on the expanded capital.

4. share capital and other related

SECURITIES

a. Amendment in Capital Clause in the Memorandum of Association

During the year under review, with the consent of the shareholders by means of requisite resolutions passed at their Extra Ordinary General Meeting held on December 16, 2017, the Capital Clause (Clause V) in the Memorandum of Association of the Company has been amended by Re-classification of the share Capital of 20,00,00,000 comprising of 2,00,00,000 equity shares of Rs.10/- each in the following manner

i. 1,90,00,000 Equity Shares having face value of Rs.10/- each aggregating to Rs.19,00,00,000

ii. 10,00,000 Non-cumulative convertible preference shares having a face value of Rs.10/- each aggregating to Rs.1,00,00,000.

b. Insertion of New Article in the Articles of Association

The Shareholders at their Extra Ordinary General Meeting held on December 16, 2017 approved by means of Special resolutions the insertion of new Article 13(a) in the Articles of Association of the Company which provides for :-“The Company shall have the power to issue Non -Voting Convertible Preference Shares which are eligible to be converted fully into equity shares of the Company as a part of its authorized share capital in the manner permissible under the Act and relevant SEBI Regulations and the “Directors" may, subject to the “Provisions" of the Act, exercise such powers in any manner as they may think fit and provide for the conversion of Non-Voting Convertible Preference Shares into Equity on such terms and conditions including payment of the Dividend and the right to convert at premium or otherwise as the Board may think fit."

c. Exercise of Stock Options

During the reporting period, your Company issued 1,48,500 equity shares of '' 10/- each to the employees who exercised their vested stock Options under “Salzer Electronics Limited Employees Stock Options Scheme 2012-13", with a lock in period of two years from the date of the allotment. As at March 31, 2018, the Company has 4,56,050 outstanding stock options, left unexercised by the Employees. Disclosures under Rule 12(9) of Companies (Share Capital and Debentures) Rules 2014 read with Regulation 14 of SEBI (Share Based Employees Benefits) Regulations 2014 are given under Annexure 5.

d. Issue of securities on preferential basis

During the reporting period, your Company has acquired the whole of the business undertaking of Salzer Magnet Wires Limited (“SMW”) as a going concern on a Slump Sale basis in terms of Business Transfer Agreement executed on March 08, 2018. In pursuance of the Business Transfer Agreement, SMW transferred all its Assets and Liabilities at the cost of Rs.2029.10 Lakhs as valued by an Independent Chartered Accountant, to the Books of your Company without any further obligations and in turn as a purchase consideration, SMW has been allotted 10,30,000 securities at an issue Price of Rs.197/- per share in the following form for an aggregate amount of Rs.2,029.10 Lakhs on March 16, 2018 on preferential basis based on the strength of the shareholders'' approval dated December 16, 2017 as required under Chapter VII of SEBI (Issue of Capital and Disclosures Requirement) Regulations, 2009:-

i. 5,00,000 Equity shares of Rs.10/- each at an issue Price of Rs.197 per share for total value of Rs.985 Lakhs and

ii. 5,30,000 Non-Cumulative 5% Convertible Preference Shares (“NCCPS”) Rs.10/- each at an issue Price of Rs.197 per share for total value of Rs.1,044.10 Lakhs with lock in period of three years and convertible into equity at any time over the period of two years from the date of allotment.

e. On the sum up of the above allotment of shares, the Company alloted 6,48,500 equity of Rs.10/each and 5,30,000 NCCPS during the reporting Period.

f. On date of this report,

a) Aforementioned 5,30,000 NCCPS have also been converted into similar number of equity shares on May 24, 2018 and there was no pending conversion of NCCPS and

b) Of 4,56,050 Outstanding Stock Options as at March 31, 2018, the employees have exercised 97,050 Stock Options under the Stock Options Scheme and got allotment of similar Number of equity shares on May 17, 2018 which resulting in only 3,59,000 left Un-exercised vested options by the Employees

5. CORPORATE GOVERNANCE

As required under Schedule V(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Managing Director and the Company''s Auditors confirming compliance attached with this report Annexure: 1

6. RESERVES,

Your Board of Directors, as a prudent policy in the absence specific provisions in the Companies Act 2013 and Rules made there-under, has transferred Rs.45 Lakhs to the General Reserve Account.

7. LIQUIDITY

As at March 31, 2018, your Company had adequate cash and cash equivalents in its Books, taking care of all such current liabilities comfortably.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, the nature of the business of your Company - Manufacturing of Electrical Installation Products- has not been changed.

9. 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

There are no significant material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2017-18 and the date of this report.

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

No orders passed by any Court in India or by any Regulator or by Tribunals affecting the going concern status and Company''s operations in future.

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

The Company has put in place adequate internal financial controls over financial reporting. These are reviewed periodically and made part of work instructions or processes in the Company. The Company continuously tries to automate these controls to increase its reliability.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards (“IND-AS”) notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The Company has identified inherent reporting risks for each major element in the financial statements and put in place controls to mitigate the same. These risks and the mitigation controls are revisited periodically in the light of changes in business, IT systems, regulations and internal policies. Corporate accounts function is involved in designing large process changes as well as validating changes to IT systems that have a bearing on the books of account.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of account and dealt with appropriately. No Discrepancies were found during the year under review.

The Company, in preparing its financial statements makes Judgments, Recognitions, Measurements and Estimates based on requirements under Notified IND AS and uses external agencies to verify/ validate them as and when appropriate. The basis of such Judgments, Recognitions, Measurements and Estimates are also approved by the Audit Committee of the Board of Directors of the Company in consultation with the Statutory Auditors of the Company

The Company has a Code of Conduct applicable to all its employees along with a Whistle Blower Policy which requires employees to update accounting information accurately and in a timely manner The policy is also available at www. salzergroup. net

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Your Company does not have any Associate or subsidiary as defined under Sec.2(6) & 2(87) of the Companies Act, 2013, during the year under review.

13. DEPOSITS

During the Financial year under the review, your 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 deposits as at March 31, 2018.

14. STATUTORY AUDITORS

In terms of Proviso to Section 139 (1) of the Companies Act 2013, M/s. Swamy& Ravi, Chartered Accountants (FRN:004317S) Coimbatore has been appointed as a statutory auditor of the Company for a term five years from 2014-15, subject to ratification by the shareholders at the every general meeting in terms of ordinary resolution passed by the Members at their 29th Annual General Meeting held on August 9, 2014.

In pursuance of above term, necessary resolution ratifying appointment of M/s. Swamy & Ravi, Chartered Accountants, Coimbatore as the statutory auditor for the financial year 2018

19 is being placed before members for their consideration in this Annual General Meeting.

M/s. Swamy& Ravi, declares and confirms in pursuance of Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014 in their letter dated May 02, 2018 that

- The firm does not suffer any disqualification under the Companies Act 2013 and the Chartered Accountants Act, 1949 and the rules or regulations made thereunder;

- There is no such proceedings/litigations against the audit firm or any partner of the audit firm, pending with respect to professional matters of conduct.

- The Firm is holding the appointment within the limits laid down by or under the authority of the Act and

15. AUDITORS’ REPORT

The Independent Audit Report along with the Annexure as prescribed under Companies (Auditors'' Report) Order 2015 as issued by the Auditors'' are appended in this Annual Report, wherein the Auditors have not made any qualification / adverse remarks based on the auditing.

16. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 forms part of the Board''s report given as Annexure: 2 herewith in compliance with Rule 12(1) of the Companies (Management and Administration) Rules, 2014

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo given as Annexure: 3 herewith separately.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (“CSR") Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, which forms part of this report. Your Company has also in place a CSR Policy and the same is available on your Company''s website www.salzergroup.net / investor

The Company, for the past many years, has been fulfilling the objectives of social nature in the area of education, health and other social causes in and around Periyanaickenpalayam Region, Coimbatore District. The Company primarily through its Trust, has been promoting education, healthcare etc. The Company is at the service of the Society in general for up-liftment of literacy and health care.

Accordingly, the Company was required to spend Rs.43 Lakhs towards CSR activities and against which, spent only Rs.24.60 Lakhs in respect of the activities enshrined in Schedule VII of the Companies Act, 2013 and also in Salzer''s Corporate Social Responsibility Policy. The Annual Report on the CSR Activities has been attached with this report as Annexure:4

19. DIRECTORS:

A) Changes in Directors and Key Managerial Personnel

i) During the year under the review, the following changes took place on the composition of the Board of Directors of your Company.

Mr Otto Eggiman who was appointed as an additional director by the Board of Directors at their Board Meeting held on May 25, 2017 in the capacity of the Independent Director for a term of three years effective May 25, 2017 and whose appointment was approved by the shareholders at their 32nd Annual General Meeting held on September 09, 2017 in terms of Section 160 of the Companies Act 2013

B) Declaration by an Independent Director(s) and re- appointment, if any

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.

C) 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

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.

D) Committees of the Board.

Currently, the Board has six committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, Stakeholders Relationship Committee, the Risk Management Committee, the Employees Compensation 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.

Considering the objectiveness and functions, the Shareholders / Investors Grievances Committee and the Share Transfer Committee have been amalgamated and named as Stakeholders Relationship Committee effective May 26, 2016.

20. LISTING REGULATIONS

Your Company has duly complied with various Regulations as prescribed under SEBI (Listing obligations and Disclosures) Regulations 2015.

21. 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.

22. VIGIL MECHANISM

A vigil Mechanism has been in place providing opportunity to Directors/Employees

- To access in good faith, to the Audit Committee in case they observe unethical and improper practices or any other wrongful conduct in the Company,

- To prohibit managerial personnel from taking any adverse personnel action against those employees and

- To provide necessary safeguards for protection of employees from reprisals or victimization

This policy applies to all directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy

To report such incidents, practices etc., the concerned Employees / Directors can contact / report to

Office of the Audit Committee (Compliance Officer)	E-Mail : [e-mail] Contact No. 0422 4233614
Office of the Managing Director	E-Mail : [e-mail] Contact No.0422-4233612
Office of Joint Managing Director & Chief Financial Officer	E-Mail : [e-mail] Contact No.0422-4233610

23. PREVENTION OF SEXUAL HARASSMENT AT THE WORK PLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Committee has not received any such complaint.

24. 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 recommend, 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 charter and policy are available on our website www.salzergroup.net

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review,

- During the year, 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 terms and conditions are not prima facie prejudicial to the interest of the Company during the course of its business and

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

26. SALZER EMPLOYEES STOCK OPTIONS SCHEME 2012-13

The shareholders at their 27th Annual General Meeting held on August 11, 2012 passed necessary resolutions approving “Salzer Employees Stock Option Scheme 2012 -13" for grant of stock options to the eligible employees up to 10% of the paid capital of the Company, as a reward to the employees who are behind the growth of the Company.

Accordingly, the Employees Compensation Committee, constituted by the Board for administration of Stock option Plan, granted 10,28,000 Stock Options, constituting 10% of the paid up capital, to such eligible employees with one year vesting period and five years exercise period on November 19, 2013. The Bombay Stock Exchange in its letter dated May 08, 2014 granted In-principle approval for allotment of 10,28,000 shares which are likely to arise on exercise of stock options . Further, the Company also, on getting listed in NSE Limited, has got the requisite In-Principle approval for the Outstanding Options granted under the Scheme.

The aforesaid Committee, during the year under review, have allotted 148,500 Shares against equivalent amount of vested options exercised by the employees.

The relevant disclosures as required SEBI Guidelines are appended herewith as Annexure :5 The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the Resolution passed by the shareholders dated August 11, 2012. The Certificate would be placed at the Annual General Meeting for inspection by members.

27. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were on an arm''s length basis and were in the ordinary course of business. During the year, the Company had material related party transaction with the related parties with due compliance of the approval accorded by the shareholders under Relevant Regulation.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature in compliance with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

In response to Rule 8(2) of Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties during the year under review given in the Form AOC-2, annexed herewith as Annexure: 6.

28. INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.salzergroup.net

29. MANAGERIAL REMUNERATION

A) The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e.

- No employee of the Company throughout the Financial year was in receipt of remuneration for that year which, in the aggregate , for Rupees one Crore and two Lakhs rupees and

- No employee of the Company for a part of the Financial year was in receipt of remuneration for any part of year which, in the aggregate, for Rupees Eight Lakhs and Fifty Thousand per month

B) The Company does not have such director who is in receipt of any commission from the Company and who is a Managing Director or Whole-time Director of the Company receiving any remuneration or commission from any Holding Company or Subsidiary Company of such Company

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 - 7.

30. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 11th May, 2017 has appointed Mr G Vasudevan, B.Com, LLB & FCS, a Practicing Company Secretary (Certificate of Practice No. 6522), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2018-19.

The Company has received consent from aforesaid Secretarial Auditor to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2019 in terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the financial year ended 31st March, 2018 is set out in the Annexure- 8 to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

31. RISK MANAGEMENT POLICY

Risk management is attempting to identify and then manage threats that could severely impact or bring down the organization. Generally, this involves reviewing operations of the organization, identifying potential threats to the firm and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats. In order to tackle such risks emanating during the course of business operation, the Board of Directors, constituted Risk Management Committee with an objective of identifying the potential threats that are likely to impact the growth of the organization and evolve suitable measure strategically to mitigate such identified Risks.

32. 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 :9.

33. 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, have appointed CMA A.R. Ramasubramania Raja, Practicing Cost and Management Accountant, as the Cost Auditor of the Company for the Financial Year 2018-19, on a remuneration of '' 90,000/-. The remuneration payable to the Cost Auditor is subject to ratification of shareholders at the ensuing Annual General Meeting.

34. 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:

i) Policy on Determination of materiality of events/ information

ii) Policy on prevention of sexual harassment at workplace

iii) Code of Conduct for Directors and Employees

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

v) Code of Conduct to Regulate, Monitor and Report trading by Insiders

vi) Policy on Related Party Transactions

vii) Whistle Blower Policy

viii) Corporate Social Responsibility Policy

ix) Nomination and Remuneration Policy

x) Risk Management Policy

35. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors make the following statements:

- that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for that period;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the annual financial statements have been prepared on a going concern basis;

- that internal financial controls are being followed by the Company and that such internal financial controls are adequate and were operating effectively.

- that systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively

36. CREDIT RATINGS

Your Company''s Loan facilities from the Banks are being rated by CRISIL and assigned the following rating scales as under:

Total Bank Loan : Facilities Rated	Rs.193.58 Crores (Enhanced from Rs. 156.58 Crores)
Long Term Rating :	CRISIL A-/Positive (Reaffirmed)
Short Term Rating :	CRISIL A1 (Reaffirmed)

37. INDUSTRIAL RELATIONS

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

38. 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

39. ACKNOWLEDGEMENTS

Your Directors place on record their deep sense of appreciation and gratitude to the Shareholders, various Government Agencies, Canara Bank, Union Bank of India, ICICI Bank, Citi Bank NA, Axis Bank, HDFC Bank, M/s. Larsen & Toubro Limited - Marketing Associates, CRISIL, M/s. GNSA Infotech Ltd, Share Transfer Agent for their continued support and co-operation. Your Directors also wish to record their appreciation for the dedicated services being rendered by the employees at all levels.

For and on behalf of the Board

Place : Coimbatore N. RANGACHARY

Date : May 24, 2018 CHAIRMAN

---

Mar 31, 2014

Dear Members,

The Directors, with great pleasure, are presenting this report on the performance of the Company together with the Audited Annual Financial Statements comprising of the Balance Sheet as at 31.03.2014 and Statement of Profit & Loss for the year ended on that date.

PERFORMANCE

The Financial year 2013-14 was considered to be a year, where Indian Economy at large faced several challenges for growth, due to market constraints both in domestic and international markets, which has impacted the industrial growth during the year under review.

Under these circumstances, the performance of your company for the year under review has not only sustained but also registered a modest growth of 9%. The gross turnover is Rs.26763.84 lakhs during the year under report as against Rs.24587.28 lakhs during the corresponding period last year. In the last five years, your Company has grown at a Compounded Annual Growth Rate (CAGR) of 20% in terms of turnover inspite of the severe volatility in the economic and market conditions due to its strong fundamentals and strategic cost competitiveness in all fronts. Similarly, the profitability of your company has also registered a growth of 24% in PBT - Rs. 1169.17 lakhs during the year under review as against Rs.942.31 lakhs during last year and the Profit After Tax (PAT) has registered a growth of 20% - 844.29 lakhs as against the Rs.706.29 lakhs during the corresponding period last year. Further, the EBITDA worked out to around I3.6%, PBT around 5% and PAT around 3.5% on the net revenue of the company during the year under review. The financial highlights for the year under review vis-a-viz the corresponding period last year are as under:

FINANCIAL HIGHLIGHTS: Rs. In laksh

PARTICULARS 31/03/2014

Rs. Rs.

I Revenue from operations: 24452.89

II Other Income 93.23

III Total Revenue (I II) 24546.12

IV (Less)Operating Expenses

a) Cost of Materials Consumed 17409.14

b) Changes in inventories of finished goods and work in progress (584.53)

c) Employee benefits expenses 1313.15

d) Other expenses 3293.28 21431.04

V Operating Profit (III-IV) 3115.08

a) (Less)Finance Costs 1194.13

b) (Less)Depreciation and amortization expenses 751.78

1945.91

VI Profit before tax 1169.17

VII Less :Tax expense:

a) Current tax 301.09

b) Deferred tax 23.80 324.89

VIII Profit After Tax 844.28

IX Earnings per equity share:

a) Basic (in Rs.) 8.21

b) Diluted (in. Rs.) 8.21

FINANCIAL HIGHLIGHTS: Rs. In laksh

PARTICULARS 31/03/2013

Rs. Rs.

I Revenue from operations: 22873.04

II Other Income 139.18

III Total Revenue (I II) 23012.22

IV (Less)Operating Expenses

a) Cost of Materials Consumed 16059.15

b) Changes in inventories of finished goods and work in progress (318.45)

c) Employee benefits expenses 1228.22

d) Other expenses 3057.70 20026.62

V Operating Profit (III-IV) 2985.60

a) (Less)Finance Costs 1176.59

b) (Less)Depreciation and amortization expenses 866.70

2043.29

VI Profit before tax 942.31

VII Less :Tax expense:

a) Current tax 239.35

b) Deferred tax (3.33) 236.02

VIII Profit After Tax 706.29

IX Earnings per equity share:

a) Basic (in Rs.) 6.87

b) Diluted (in Rs.) 6.87

DIVIDEND

Your Company is sparing no efforts to recognize the value and interest of the shareholders both in good and bad times and also consistently paying dividend since 1991-92. Accordingly, taking into account performance of the company during the year under review as well as the future business exigencies such as growth potentials, foreseeable risk and sustainability of the investor interest to ensure them appropriate return on their investments, the company has been maintaining payment of dividend at 12% for the last two years. Similarly, for the financial year 2013-14 also your Board of Directors thought it prudent to judicially recommend a dividend at a rate of 15% (Rs.1.50 per share) on the paid up capital of the company Rs.1028.37 lakhs as at 31.03.2014. The dividend at the above rate will work out to dividend payment of Rs.154.26 lakhs and also a dividend tax of Ra.26.22 lakhs - in aggregate the total dividend payout will be Rs.180.47 lakhs. Once dividend is declared by the shareholders, the same will be paid to all the eligible shareholders, whose name appear in the register of members as on 09.08.2014 i.e., date of AGM.

FOREIGN INVESTMENT

Aiming to globalize the trading of the products of your Company efficiently, your Company formed M/s.Salzer Global Services, LLC, USA (SGS) with 40% controlling interest in United States. This venture since formation has been facilitating your Company to identify the market opportunities in Unites States and serving them without any loss of time besides establishing proximity of contacts with the customers in this market as was evident in steady growth of export sales. As part of diversification, M/s. Salzer Global Services, LLC acquired 100% controlling interest in a IT and ITES Corporation viz., M/s.Global Technical Talent, Inc, USA, a leading outsourcing firm providing services in the areas of human resources for the IT and ITES companies in USA and Canada. In the face of gradual recovery of United States economy after several depressions, Global Technical Talent, Inc posted healthy results by having recorded revenue growth of 36% during the calendar period ending 31/12/2013 and projected revenue growth of 34% in 2014. Hence your Directors are confident that your company''s strategic investment in M/s.Salzer Global Services LLC, USA will provide suitable returns in the long run.

RESEARCH & DEVELOPMENT

In-house Research and Development department, duly recognized by the Government of India, Ministry of Science & Technology, Department of Scientific and Industrial Research, fully equipped with qualified people, continues with its efforts on improvement of process specifications to ensure cost reduction and the rejection levels consistently in addition to development of new products with innovative design and utility to meet the market preferences with power efficient and high-tech products. This continuous effort of the Research and Development Department will definitely not only add the new product profile but also to ensure the continuous growth of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO - UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Your Company being a modest power intensive one continues to ensure measures for conservation of energy wherever possible. Your Company is having Four Wind Mills to generate power to the extent of 1.2 MW through renewable resources - wind and generated 19.19 lakhs units of power and earned an income of Rs.97.94 lakhs. Details are furnished in Annexure - I for your information pursuant to the provisions of Sec.217(1)(e) of the Companies Act, 1956.

Your company''s operations aim -

* to ensure the continued existence and success of our Company by establishing and maintaining a safe working environment that promotes the health and performance of our employees as well as taking active measures to protect the environment.

* to actively use global work safety management systems for continuous improvement.

* to pay special emphasis on ergonomic design.

* to observe all legislation and specifications regarding work safety.

* to take comprehensive measures to protect our employees against health hazards.

* to ensure Comprehensive and effective emergency measures are in place at all locations to ensure that our employees and visitors receive proper care in the event of any emergency.

* to continue to maintain quality standard certifications viz., ISO 9001-2008, Environmental Management System (EMS) -14001, OHSAS (Occupational Health and Safety) Management System 18001.

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 1999.

The provisions of Section 217 (2A) of the Companies Act, 1956 and rules made thereof are not applicable, as no employee was in receipt of remuneration to the extent laid down therein.

DIRECTORS

During the year under review Mr.Nirmal Kumar M Chandria, Mr.PK.Shah, Mr.V.Sankaran and Mr.N.Jayabal, Directors of the Company are retiring by rotation and being eligible offer themselves for re-appointment.

In compliance with the requirement of Clause-49 of the Listing Agreement the details pertaining to the Directors seeking for appointment are given in the Note forming part of Notice calling the meeting.

CORPORATE GOVERNANCE:

Pursuant to the provisions of Clause-49 of the Listing Agreement, your Board of Directors is pleased to place their report on the Corporate Governance duly certified by the Auditors of the Company, for information of shareholders as an annexure to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm:

(i) that all applicable accounting standards have been followed in preparation of Annual Accounts and that there are no material deviation;

(ii) that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit & Loss of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis ;

(v) that the Company is having appropriate systems to ensure the compliance of all laws applicable to the Company;

(vi) that the Company is having appropriate system to ensure payment of statutory dues in time without any delay.

Employees Stock Option Scheme (ESOS)

As a part of recognition of the contributions made by the employees all these years and influencing their inherent potentialities for the further growth of your Company, a stock option scheme - Salzer Electronics Limited Employees Stock Options Scheme 2012-13 - has been instituted with necessary sanctions granted by the Members at their 27th Annual General Meeting held on 11th August 2012 for the purpose of issuance of stock options to the Eligible Employees of your Company.

The Employees Compensation Committee, constituted by the Board in accordance with SEBI Guidelines for administration of the Scheme, granted 10,28,000 Stock Options with one year vesting period to the identified employees on 19th November 2013 at a price of Rs.40/- per option as against the previous day closing market price of Rs.48.60 at Bombay Stock Exchange, resulting in a discount 17.70%.

The information furnished under SEBI (ESOS & ESPS) Guidelines, 1999

Title of the Scheme :

Salzer Electronics Limited Employees Stock Option Scheme 2012-13

Options granted :

10,28,000 options at issue of Rs.40 per option

The pricing formula :

The latest available closing price on Bombay Stock Exchange on 18.11.2013, preceding the date of grant on 19.11.2013 Rs.48.60 per share.

Employees Compensation Committee has approved the exercise price of Rs.40/- per equity share at its meeting held on 19.11.2013

Options vested :

Yet to take place, since the vesting commences only on 19.11.2014.

Options exercised :

Yet to take place. The exercise period commences only on 19.11.2014 and ends on 18.11.2019

the total number of shares arising as a result of exercise of option :

As at 31.03.2014 no employees have opted vesting their right on the options granted to them. The exercise period commences on 19.11.2014 & ends on 18.11.2019.

options lapsed : NIL

variation of terms of options : NIL

money realized by exercise of options total number of : NIL

options in force : 10,28,000 Options (Unvested)

employee wise details of options granted to :

Senior managerial personnel : NIL

Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year : NIL

Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital

(excluding outstanding warrants and conversions) of the company at the time of grant : NIL

Diluted Earnings Per Share (EPS) : Rs.8.21 pursuant to issue of shares on During the year exercise of option calculated in under review, since no accordance with employee has opted their right to vest the options granted to them, computation of diluted earnings per share will not arise.

Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and : -

the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company disclosed. Weighted-average exercise prices and weighted -average fair values of options disclosed separately : -

for options whose exercise price either equals or exceeds or is less than the market price of the stock A description of the method and significant assumptions used during the year to estimate the : -

fair values of options, including the following weighted-average information:

(i) risk-free interest rate,

(ii) expected life,

(iii) expected volatility,

(iv) expected dividends, and

(v) the price of the underlying share in market at the time of : - option grant.]

AUDITORS

M/s.JDS Associates, Chartered Accountants, Coimbatore, the retiring Auditors have conveyed to the company their intension not to get re- appointed pursuant to the provisions of Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014.

Accordingly, M/s.Swamy & Ravi, Chartered Accountants, Coimbatore, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible for the re-appointment for a term of five years.

AUDITORS'' REPORT

The observations made in Independent Auditors'' Report read together with notes thereon are self explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act 1956 and the rules made there under during the year under review and did not have any fixed deposit as at 31.03.2014.

INDUSTRIAL RELATIONS

The Industrial relations during the year under review remained very cordial.

BANK LOAN RATING

M/s. CRISIL Limited who have rated the Bank Loan facilities has rated the Company as under:

Loan Term Rating : CRISIL A-/Stable (Reaffirmed)

Short Term Rating : CRISIL A2 (Reaffirmed)

LISTING ARRANGEMENTS

The Company''s shares are listed in BSE Limited, which has got the National Wide Trading Terminals to enable the investors to trade in the shares of the Company.

DEMATERIALISATION OF YOUR COMPANY''S SHARES

The shares of your Company are admitted for dematerialization on Central Depository Services (India) Ltd (CDSL) and National Securities Depository Ltd (NSDL) under ISIN No. INE457F0I0I3. The shareholders have the option of holding their shares either in physical form or in dematerialized form.

ACKNOWLEDGEMENT

Your Directors place on record their deep sense of appreciation and gratitude to the Shareholders, various Government Agencies, Canara Bank, Bank of India, Union Bank of India, ICICI Bank, Citi Bank NA, M/s. HDFC Bank, M/s. Larsen & Toubro Limited - Marketing Associates, M/s.Plitron Manufacturing Inc, Canada (Collaborators), CRISIL, M/s.GNSA Infotech Ltd, (Registrar & Share Transfer agent) for their continued support and co-operation. Your Directors also wish to record their appreciation for the dedicated services being rendered by the employees at all levels.

For and on behalf of the Board

Place : Coimbatore (Sd/-) N RANGACHARY Date : 10.05.2014 CHAIRMAN

---

Mar 31, 2013

The great pleasure your Directors are presenting this 28th Annual Report together with the Audited Annual Accounts of the Company for the year ended March 31,2013.

PERFORMANCE

During the year under review, the industrial scenario both in domestic and international markets have been very very critical and the economic and market constraints are continue to be under duress and the recovery process is very slow and sluggish. Under these circumstances, your company has been taking all out efforts not only to maintain its sustainability but also to improve its performance and market share both in domestic and international markets. Your company has achieved a gross turnover of Rs.24587.28 lakhs during the year under review as compared to Rs.24027.95 lakhs during the corresponding period last year and registered a marginal growth of around 3%. Your company''s net revenue worked out to Rs.23012.22 lakhs during the year as against Rs. 22378.60 lakhs during the corresponding period last year registered a growth of 2.83%. This is possible due to the concerted efforts being taken by your company to be cost competitive in all areas, when the engineering industry in general and electrical equipment industry in particular has registered a negative growth during the year under review for the first time in 10 years, which is attributable to very high volatility in the input cost of raw materials such as Copper, Silver, Brass, PVC, etc., and labour cost, coupled with the acute power crises with resultant increase in the power and fuel cost. Due to the market constraints, your company could not adopt its pricing on back-to back basis to cover the volatility in the input cost and could able to obtain the price increase only to the limited extent. The performance highlight of your company during the year under review is as under:

FINANCIAL RESULTS :

31.03.2013 31.03.2012 PARTICULARS (Rs. in Lakhs) (Rs. in Lakhs) (Rs. in Lakhs) (Rs. in Lakhs)

I Revenue from operation 22873.80 22287.80

II Other Income 13.92 90.80

III Total Revenue (I II) 23012.22 22378.60

IV (Less) Operating Expenses

a) Cost of Materials Consumed 16059.15 15882.48

b) changes in inventories of -318.45 -452.35 finished good and work in progress

c) Employee benefits expenses 1228.22 970.39

d) Other expenses 3057.70 20026.62 3011.12 19411.64

V Operating Profit (III-IV) 2985.60 2966.96

a) (Less) Finance Costs 1176.59 1159.21

b) (Less) Depreciation and 866.70 795.92 amortization expenses

2043.29 1955.13

VI Profit before tax 942.31 1011.83

VII Less :Tax expense:

a) Current tax 239.35 256.75

b) Deferred tax (3.33) 236.02 (64.26) 192.49

VIII Profit After Tax 706.29 819.34

IX Earnings per equity share:

a) Basic (in Rs.) 6.87 7.97

b) Diluted (in.Rs) 6.87 7.97

DIVIDEND

Taking into account the prevailing economic and market conditions, slow recovery process as well as the negative growth prevailed in the electrical equipment industry during the year 2012 13, which works out to around 8%, your company could able to sustain and registered a marginal growth during the year under review under the prevailing sluggish conditions. However, in order to keep the investors morale considering their long term co- operation and support in the endeavours of your company, which enabled the company to achieve the height of date, your Board of Directors have recommended a modest dividend @12% - Rs.1.20 per equity share of Rs. 10/- each, for the year ended 31.03.2013 on the paid up capital of Rs. 10,28,37,370/- to all the eligible shareholders whose name appear as on 10.08.2013 i.e, the date of AGM. The dividend payout works out to Rs. 144.38 lakhs comprising of Dividend on the paid up capital of Rs. 1028.37 lakhs @ 12% - Rs. 123.41 lakhs plus Dividend Tax @ 16.995% - Rs.20.97 lakhs.

FOREIGN INVESTMENT

The investments made in M/s.Salzer Global Services, LLC, USA (SGS) is strategically made to keep the furtherance of market share in the international markets particularly USA and Canada, where the company''s products have been well received and also to provide proximity of contacts at these markets. As reported in our earlier reports, Salzer Global Services LLC, USA (SGS) have controlling interest in a IT and ITES Corporation viz.. M/s.Global Technical Talent, Inc, USA, who is providing services in the areas of human resources for the IT and ITES companies in USA and Canada. In view of the progressive recovery process of recessionary conditions in US economy, the potentials appear to be very progressive and hence your Directors are confident that your company''s strategic investment in M/s.Salzer Global Services LLC, USA will provide suitable returns in the long run.

RESEARCH & DEVELOPMENT

In-house Research and Development department, duly recognized by the Government of India, Ministry of Science & Technology, Department of Scientific and Industrial Research, fully equipped with qualified people, continues with its efforts on improvement of process specifications to ensure cost reduction and the rejection levels constantly in addition to development of new products with innovative design and utility to meet the market preferences with power efficient and high-tech products. This continuous effort of the Research and Development Department will definitely not only add the new product profile but also to ensure the continuous growth of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO - UNDER SECTION 217(l)(e) OF THE COMPANIES ACT, 1956

Your Company being a modest power intensive one continues to ensure measures for conservation of energy wherever possible. Your Company is having Four Wind Mills to generate power to the extent of 1.2 MW through renewable resources wind and generated 19.89 lakhs units of power and earned an income of Rs. 101.26 lakhs. Details are furnished in Annexure I for your information pursuant to the provisions of Sec.217(l)(e) of the Companies Act, 1956.

Your company''s operations aim

- to ensure the continued existence and success of our Company by establishing and maintaining a safe working environment that promotes the health and performance of our employees as well as taking active measures to protect the environment.

- to actively use global work safety management systems for continuous improvement.

- to pay special emphasis on ergonomic design.

- to observe all legislation and specifications regarding work safety.

- to take comprehensive measures to protect our employees against health hazards.

- to ensure Comprehensive and effective emergency measures are in place at all locations to ensure that our employees and visitors receive proper care in the event of any emergency.

- to continue to maintain quality standard certifications viz., ISO 90012008, Environmental Management System (EMS) -14001, OHSAS (Occupational Health and Safety) Management System 18001.

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 1999.

The provisions of Section 217 (2A) of the Companies Act, 1956 and rules made thereof are not applicable, as no employee was in receipt of remuneration to the extent laid down therein.

DIRECTORS

During the year under review Mr.R.Narayanaswamy, Mr.R.Dhamodharaswamy, Mr.Kantilal V Vaakharia and Mr.Howard M Gladstone Directors of the Company are retiring by rotation and being eligible offer themselves for re-appointment.

In compliance with the requirement of Clause-49 of the Listing Agreement the details pertaining to the Directors seeking re-appointment are given in the Note forming part of Notice calling the meeting.

CORPORATE GOVERNANCE:

Pursuant to the provisions of Clause-49 of the Listing Agreement, your Board of Directors is pleased to place their report on the Corporate Governance duly certified by the Auditors of the Company, for information of shareholders as an annexure to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm:

i) that all applicable accounting standards have been followed in preparation of Annual Accounts and that there are no material deviation;

ii) that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit & Loss Account of the Company for the year ended on that date;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the annual accounts have been prepared on a going concern basis;

v) that the Company is having appropriate systems to ensure the compliance of all laws applicable to the Company;

vi) that the Company is having appropriate system to ensure payment of statutory dues in time without any delay.

AUDITORS

M/s.JDS Associates, Chartered Accountants, Coimbatore, and M/s.Swamy & Ravi, Chartered Accountants, Coimbatore, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible forthe re-appointment.

AUDITORS'' REPORT

The observations made in Independent Auditors'' Report read together with notes thereon are self explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act 1956 and the rules made there under during the year under review and did not have any fixed deposit as at 31.03.2013.

INDUSTRIAL RELATIONS

The Industrial relations during the year under review remained very cordial.

BANK LOAN RATING

M/s. CRISIL Limited who have rated the Bank Loan facilities has rated the Company as under

Loan Term Rating - CRISIL A-/Stable (Reaffirmed)

Short Term Rating CRISILA2 (Reaffirmed)

LISTING ARRANGEMENTS

The Company''s shares are listed in Bombay Stock Exchange which has got the National Wide Trading Terminals to enable the investors to trade in the shares of the Company.

SEBI, vide its order No.WTM/RKA/MRD/12/2013 dated 03/04/2013, ceased the recognition of the Coimbatore Stock Exchange. Accordingly, Coimbatore Stock Exchange vide its letter dated 10.04.2013 advised the Company to discontinue henceforth Compliance requirements under Listing Agreement with Coimbatore Stock Exchange Limited.

Your Company has also applied to enlist its shares in the National Stock Exchange which is under process.

DEMATERIALISATION OF YOUR COMPANY''S SHARES

The shares of your Company are admitted for dematerialization on Central Depository Services (India) Ltd (CDSL) and National Securities Depository Ltd (NSDL) under ISIN No. INE457F01013. The shareholders have the option of holding their shares either in physical form or in dematerialized form.

ACKNOWLEDGEMENT

Your Directors place on record their deep sense of appreciation and gratitude to the Shareholders, various Government Agencies, Canara Bank, Bank of India, Union Bank of India, ICICI Bank, CITIBANK, M/s. HDFC Bank, M/s. Larsen & Toubro Limited - Marketing Associates, M/s.Plitron Manufacturing Inc, Canada (Collaborators), CRISIL, M/s.GNSA Infotech Ltd, (Registrar & Share Transfer agent) for their continued support and co- operation. Your Directors also wish to record their appreciation for the dedicated services being rendered by the employees at all levels.

For and On behalf of the Board

Place : Coimbatore (Sd/-)P.S.SANTHANAKRISHNAN

Date : 29.05.2013 CHAIRMAN

---

Mar 31, 2012

The great pleasure your Directors are presenting this 27th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2012.

PERFORMANCE

During the year under review, in spite of the prevailing economic and market constraints both in domestic and international markets, your Company has maintained its sustainability in its performance and market share and has achieved a gross turnover of Rs.24027.95 lakhs as against Rs.19135.04 lakhs during the corresponding period last year registering a growth of around 26%. Your company's net revenue worked out to Rs.22378.60 lakhs as against Rs.18133.18 lakhs during the corresponding period last year registered a growth of 23%. The volatility in the input cost such as Copper, Silver, Brass, PVC, etc., and labour cost, the constraints of pricing due to market forces, power and fuel cost due to the severe power-cut prevailing in the region and the interest cost has impacted and caused stress and strain on the margin i.e., Profit Before Tax as well as Profit After Tax during the year under review. The financial performance of the company during the year under review is as under:

FINANCIAL HIGHLIGHTS: Rs. in lakhs

PARTICULARS 31/03/2012 31/03/2011

Rs. In Lakhs Rs. In Lakhs Rs.in lakhs Rs.in lakhs

I Revenue from operations: 22287.80 18065.44

II Other Income 90.80 67.74

III Total Revenue (I II) 22378.60 18133. 18

IV (Less)Operating Expenses

a) Cost of Materials Consumed 15882.48 12668.05

b) Changes in inventories of (452.35) (902.11) finished goods and work in progress

c) Employee benefits expenses 970.39 845.10

d) Other expenses 3011.12 19411.64 2873.70 15484.74

V ~ Operating Profit (III-IV) ~ 2966.96 2648.44

a) (Less)Finance Costs 1159.21 889.95

b) (Less) Depreciation and 795.92 690.10

Amortization expenses 1955.13 1580.05

VI Profit before tax 1011.83 1068.39

VII Less :Tax expense:

a) Current tax 256.75 222.62

b) Deferred tax (64.26) 192.49 (59.62) 163.00

VIII Profit After Tax 819.34 905.39

IX Earnings per equity share:

a) Basic (in Rs.) 7.97 8.80

b) Diluted (in. Rs.) 7.97 8.80

DIVIDEND

With due regard to the prevailing economic and market conditions both in domestic and international markets and also the performance of the company during the year under review viz-a-viz the potentials under the competitive environment and also the shareholders interest, your Board of Directors have thought it prudent to maintain the dividend at the modest level. Accordingly your Board of Directors have recommended a dividend @ 12% - Rs.1.20 per equity share of Rs.10/- each, for the year ended 31.03.2012 on the paid up capital of Rs.10,28,37,370/- to all the eligible shareholders whose name appear as on 11.08.2012 i.e, the date of AGM. The dividend payout works out to Rs.143.42 lakhs comprising of Dividend on the paid up capital of Rs.1028.37 lakhs @ 12% - Rs.123.40 lakhs plus Dividend Tax @ 16.2225% - Rs.20.02 lakhs.

FOREIGN INVESTMENT

The investments made in M/s.Salzer Global Services, LLC, USA (SGS) is strategically made to keep the furtherance of market share in the international markets particularly USA and Canada, where the company's products have been well received and also to provide proximity of contacts at these markets. As reported in our earlier reports, Salzer Global Services LLC, USA (SGS) have controlling interest in a IT and ITES Corporation viz., M/s.Global Technical Talent, Inc, USA, who is providing services in the areas of human resources for the IT and ITES companies in USA and Canada. In view of the progressive recovery process of recessionary conditions in US economy, the potentials appear to be very progressive and hence your Directors are confident that your company's strategic investment in M/s.Salzer Global Services LLC, USA will provide suitable returns in the long run.

MANAGEMENT DISCUSSION AND ANALYSIS OF THE RISKS Overview

Our Economy, during the financial year 2011-12, witnessed a mixed trend only. The year, marked with the inflationary trends such as high volatility in crude oil prices, global currency fluctuations and liquidity constraints particularly in European markets, hike in interest rates by the Reserve Bank of India to contain the inflationary constraints, cost hike in materials like Copper, Silver, Brass, PVC, etc., have posed a greater stress and strain on the Indian economy, which in turn slowdown the reform process and development of infrastructure facilities. The Indian Corporate has the impact of the same in framing the growth strategies to ensure the industrial development and adopting a phased manner strategy in formulating the growth plans. During the year 2011-12, the Nation'S GDP growth is only 6.9% as against the target of 8.5% and also as compared to 8.4% of growth in 2010-2011.

Business environment review

During the financial year 2011-12, though Indian Corporate fared better in terms of their revenue stream the bottom line of the manufacturing sector was under severe stress and strain caused by more finance and input cost. The measures of Reserve Bank of India to contain the mounting inflation by frequent hike in interest rate led to severe cascading effect on finance and input cost of any company. In a bid to arrest the cost escalation, the Indian Corporate needed to effect some austerity measures in the form of deferment of expansion, diversification, closing down un-viable units and severe rationalization of the human resources. Further the industries have constraints and limitation in their pricing policies to match the input cost hikes due to the stiff competitive conditions in the market. The Index of Industrial Production (IIP) growth in March 2012 was dampened by de-growth displayed by the manufacturing (4.4%) which clearly indicating that the Financial year 2012-13 will be a crucial and challenging year for the growth of the Industry. Unless the Government accelerates the reform process, the growth of the industry will remain sluggish. Hence, growth oriented fiscal measures and policies are the need of the hour for sustainable development and growth of the Indian Industry.

Sect oral performance

The Indian electrical equipment industry comprising of multinationals, large, medium & small players is quite capable of producing, supplying and exporting a wide variety of electrical equipment/ products with contemporary technology.

During the financial year 2011-12, the Indian Electrical Equipment Industry's growth decelerates to 6.60% on account of sluggish growth in Power Sector and escalating imports severally impacting the domestic industry. This de-growth clearly implies distinct slowdown in industrial capex activities and slowdown in off-take by users due to credit squeeze, high interest costs, etc.

Growth rate of the Indian electrical equipment industry has decelerated to 6.6% in 2011-12 as compared to 11.3% and 13.7% in 2009-10 and 2010-11 respectively, according to data compiled by the Indian Electrical and Electronics Manufacturers' Association (IEEMA). IEEMA, in its report stated that sluggish growth in the power sector and the escalating imports of electrical equipment is significantly impacting the commercial viability of the domestic electrical equipment industry and will have severe long term consequences. All three segments of the power sector - generation, transmission and distribution are facing several challenges which need to be addressed expeditiously.

As per IEEMA Report, Growth in the capacitor, switchgear and transmission line sectors in 2011-12 turned negative, implying distinct slowdown in industrial capex activities and slowdown in off-take by users due to credit squeeze, high interest costs, etc. The cable industry is the only sector that has shown a double digit growth of 25.7% in the year.

Absence of a level playing field for the domestic industry to compete with imported electrical equipment, especially from China, is a clear and present threat. Imports of electrical equipment have grown in the past five years at a CAGR of 28.28%. Current export-import trends based on 27 major ports trade data indicates that imports continue to rise for 765 Kv transformers & reactors (mostly through power project imports), insulators, LV switchgear and HV cables.

According to IEEMA, urgent policy interventions are required by both the Central and the State Governments to check the deceleration in growth of the electrical equipment industry and also seeks urgent attention from Central Government at the highest level for conducive policy initiatives so as to meet the laid down targets of power generation capacity and related transmission & distribution capacity expansions.

Besides, the Government should come with suitable policies and guidelines for the promotion of energy saving across country by way of Energy Saving Equipments to tide over the prevailing crisis.

Competitions and Challenges

The market for electrical products remains competitive and challenging due to multiple growth of the competitors from the un-organized sectors and more imports from the developed Country like China. Under these circumstances, the Company is bound to concentrate more on its Research and Development activities for continuous innovation in the products catering to the changing preference of the customers.

It remains with Reserve Bank of India to announce further reduction on key interest rates to make business more competitive and sustainable. The Financial Result 2011-12 clearly indicating factors like finance cost and input cost particularly Copper impaired the profitability of the Company in spite the growth in sales volumes.

The Company has to strategically plan sourcing of semi- skilled and skilled manpower, which is scarce to augment its output without any interruption.

Risk Profile

The Company continues to reflect its market leadership in rotary switches, healthy financial risk profile marked by improved net worth and adequate debt protection and sustainable focus on research and development, besides deriving marketing benefits from its marketing tie-ups with Larsen & Toubro Ltd (L&T) which limits its susceptibility to slowdown in any one segment. The Company has to also combat the continued competition from un-organized sectors as well as cross-border competitions besides the competition being posed by the manufacturing facilities of MNC companies, who have already in the Indian market.

The efforts of the Company to take the energy saver products at pan India level would improve the performance of the Company in the near future.

The Company enjoys comfortable scale of productions, operating margin excluding the margins in cables product and always striving hard to launch new products with sophisticated technologies.

Significant initiatives undertaken

Taking into account the prevailing market conditions, the company has continuously taken the following significant initiatives to strengthen its sustainability, productivity and profitability

1. Adoption of Value Engineering Concept to bring out cost effective measures in manufacturing of products wherever feasible, in order to have substantial savings in the production process expenses

2. No capital expenditure would be made other than the planned new developments and

3. A study on man power utilization is being undertaken for rationalization

Risk Mitigation Measures

In a bid to combat any slowdown or likely negative growth in the given market conditions, the Company has already taken various strategic measures in association with marketing associates to face the situation. The Company has been continuously taking stock of the situation and swiftly taking such steps for moving towards projected target. The Company has undertaken stringent cost effective measures to contain the downward movement of profitability at this juncture of huge volatility in the prices of raw-materials like copper etc. Since the Company is having natural hedging policies i.e. same proportion export and import, the falling Rupee value against the Dollar will not impact the profitability of the Company.

CAUTIONARY STATEMENT

Some of the statements in this report, describing the Company's objectives and expectations expressed in good faith, may constitute "Forward Looking Statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those, in the event of changes in the assumptions / market conditions.

RESEARCH & DEVELOPMENT

In-house Research and Development department, duly recognized by the Government of India, Ministry of Science & Technology, Department of Scientific and Industrial Research, fully equipped with qualified people, continues with its efforts on improvement of process specifications to ensure cost reduction and the rejection levels constantly in addition to development of new products with innovative design and utility to meet the market preferences with power efficient and high-tech products. This continuous effort of the Research and Development Department will definitely not only add the new product profile but also to ensure the continuous growth of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO - UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Your Company being a modest power intensive one continues to ensure measures for conservation of energy wherever possible. Your Company is having Four Wind Mills to generate power to the extent of 1.2 MW through renewable resources - wind and generated 17.49 lakhs units of power and earned an income of Rs.64.10 lakhs. The low generation of power through wind mill is attributable to the low velocity of the wind during the year under review as well as frequent shut-down of the grid. Details are furnished in Annexure - I for your information pursuant to the provisions of Sec.217(1)(e) of the Companies Act, 1956.

Your company's operations aim -

- to ensure the continued existence and success of our Company by establishing and maintaining a safe working environment that promotes the health and performance of our employees as well as taking active measures to protect the environment

- to actively use global work safety management systems for continuous improvement

- to pay special emphasis on ergonomic design

- to observe all legislation and specifications regarding work safety

- to take comprehensive measures to protect our employees against health hazards

- to ensure Comprehensive and effective emergency measures are in place at all locations to ensure that our employees and visitors receive proper care in the event of any emergency

- to continue to maintain quality standard certifications viz., ISO 9001-2008, Environmental Management System (EMS) -14001, OHSAS (Occupational Health and Safety) Management System 18001.

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 1999.

The provisions of Section 217 (2A) of the Companies Act, 1956 and rules made thereof are not applicable, as no employee was in receipt of remuneration to the extent laid down therein.

DIRECTORS

During the year under review Mr.Nirmalkumar M Chandria, Mr.P.K.Shah, Mr.L.Venkatapathy and Mr.N.Jayabal Directors of the Company are retiring by rotation and being eligible offer themselves for re- appointment.

In compliance with the requirement of Clause-49 of the Listing Agreement the details pertaining to the Directors seeking re-appointment are given in the note forming part of Notice calling the meeting.

CORPORATE GOVERNANCE:

Pursuant to the provisions of Clause-49 of the Listing Agreement, your Board of Directors is pleased to place their report on the Corporate Governance duly certified by the Auditors of the Company, for information of shareholders as an annexure to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm:

(i) that all applicable accounting standards have been followed in preparation of Annual Accounts and that there are no material deviation;

(ii)that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit & Loss Account of the Company for the year ended on that date;

(iii)that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis ;

(v) that the Company is having appropriate systems to ensure the compliance of all laws applicable to the Company;

(vi) that the Company is having appropriate system to ensure payment of statutory dues in time without any delay.

AUDITORS

M/s.JDS Associates, Chartered Accountants, Coimbatore, and M/s.Swamy & Ravi, Chartered Accountants, Coimbatore, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible for the re-appointment.

AUDITORS' REPORT

The observations made in the Auditors' Report read together with notes thereon are self explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act 1956 and the rules made there under during the year under review and did not have any fixed deposit as at 31.03.2012.

INDUSTRIAL RELATIONS

The Industrial relations during the year under review remained very cordial.

BANK LOAN RATING

Sl.No. Facility Rating

1 Term Loan A-/ Stable (Reaffirmed)

2 Cash Credit A-/ Stable (Reaffirmed)

3 Packing Credit P2 Stable (Reaffirmed)

4 Letter of Credit - ILC P2 Stable (Reaffirmed)

5 Letter of Credit - FLC P2 Stable (Assigned)

6 Bank Guarantee P2 Stable (Reaffirmed)

LISTING ARRANGEMENTS

The Company's shares are listed in Bombay and Coimbatore Stock Exchanges.

Your Company has also been contemplating to enlist its securities viz., equity shares in the National Stock Exchange (NSE) and necessary application has already been made to NSE in this regard, which is under process.

DEMATERIALISATION OF YOUR COMPANY'S SHARES

The shares of your Company are admitted for dematerialization on Central Depository Services (India) Ltd (CDSL) and National Securities Depository Ltd (NSDL)under ISIN No. INE457F01013. The shareholders have the option of holding their shares either in physical form or in dematerialized form.

ACKNOWLEDGEMENT

Your Directors place on record their deep sense of appreciation and gratitude to the Shareholders, various Government Agencies, Canara Bank, Bank of India, Union Bank of India, ICICI Bank, CITIBANK, M/s. HDFC Bank, M/s. Larsen & Toubro Limited - Marketing Associates, M/s.Plitron Manufacturing Inc, Canada (Collaborators), CRISIL, M/s.GNSA Infotech Ltd, (Registrar & Share Transfer agent) for their continued support and co- operation. Your Directors also wish to record their appreciation for the dedicated services being rendered by the employees at all levels.

For and on behalf of the Board

(Sd/-)P.S.SANTHANAKRISHNAN

CHAIRMAN

Place : Coimbatore

Date : 26.05.2012

---

Mar 31, 2010

With great pleasure your Directors are presenting this 25th Annual Report together with the Audited Accounts of the Company forthe year ended March 31, 2010.

PERFORMANCE

Your Company has completed one more year of successful operation and could sustain the economic and market recessionary conditions that had been crept in during the fiscal year 2008-09 and continued to pass through the fiscal year 2009-10 under review. Your Company strategically maneuvered the situation taking the clue from the progressive signs of revival during the year under review and posted a positive growth in its performance. In order to sustain and further the growth of the Company in the coming years, every effort is being taken consistently to ensure cost competitiveness in its operations so as to optimize the utilization of the available resources to ensure optimum growth in the coming years. The performance highlights of the Company during the year under review are asunder:

FINANCIAL RESULTS : Year ended Year ended 31.03.2010 31.03.2009 (Rs. in Lakhs) (Rs. in Lakhs)

Turnover and Other Income 19663.89 12076.07

Less : Excise Duty 1951.43 1488.24

17712.46 10587.83

Profit before Interest & Depreciation 2416.51 1707.94

Less : Interest & Financial charges 766.06 629.65

Depreciation 524.60 1290.66 466.27 1095.92

Profitafter Interest & Depreciation 1125.85 612.01

Add : Previous Years Surplus B/f 1320.05 987.89

2445.90 1599.90

Less :

Transfer to General Reserve 65.00 10.00

Provision fortax 195.59 125.52

Deferred Tax 102.66 (55.96)

FBT - 7.79

Dividend

Proposed dividend 164.54 164.54

Dividend Tax on Proposed dividend 27.33 555.12 27.96 279.86

Balance C/F to Balance Sheet 1890.78 1320.05

DIVIDEND

Taking into account the economic and recessionary conditions being prevailed during the year under review and also the performance of the Company, besides reviewing the prevailing economic and market conditions and the phase of the progressive revival signs of the recessionary conditions not only domestically but also globally, your Directors have thought it prudent to strengthen the net worth of the Company by maintaining the dividend at the last years level and are duly recommending a dividend @ 16% - Rs.1.60 per equity share of Rs.10/- each, for the year ended 31.03.2010 on the paid up capital of Rs.10,28,37,370 to all the eligible shareholders whose name appear as on 08.09.2010 i.e, the date of AGM. The dividend payout works out to Rs.191.87 lakhs comprising of Dividend on the paid up capital of Rs.1028.37 lakhs @ 16% - Rs.164.54 lakhs plus Dividend Tax @ 16.61% - Rs.27.33lakhs.

FOREIGN INVESTMENT

The investments made by your Company in M/s. Salzer Global Services, a LLC Company in the state of New Hampshire, USA to further the presence of Salzer in international market consistently, has been doing well. As reported in our earlier report, M/s.Salzer Global Services, LLC Company is presently having the total controlling interest of M/s.Global Technical Talent Inc, (GTT) a Cea- corp Company providing ITESto the leading companies in IT industry in USA for example IBM, Novell, GE, Microsoft, TD Bank North, Liberty Life, GEICO insurance, etc. During the year ended 31.12.2009 M/s.SalzerGlobal Services LLC posted gross revenue of US$ 28925 and a net business income of US$ 6747. M/s.Global Technical Talent Inc, being controlled by M/s. Salzer Global Services LLC, have posted a revenue of US$ 19.5 million during the year ended 31.12.2009 marginally lower by US$ 1.5 million as compared to the previous year i.e. 2008 and posted a net income of US$ 90584 for the year 2009. The short fall in turnover was attributable to the recessionary conditions being prevailed in USA. M/s.Global Technical Talent Inc, USA ploughed-back the profit into business and not declared any dividend for the year 2009. Consequently, M/s.Salzer Global Services LLC also not declared any dividend for the year 2009. RESEARCH & DEVELOPMENT

Your Companys in-house Research and Development department is fully equipped with qualified people to continuously improve upon the process specifications and techniques for optimum utilization of resources, consistency in quality comparable to the international standards, maintaining the international quality standard certifications, utilities of its existing products and development of new higher variants of the existing products as well as new high-tech products to meet the customers requirements.

The In-house R & D Department of your Company has been duly recognized by Government of India, Ministry of Science & Technology, Department of Scientific and Industrial Research, which has validity upto 31.03.2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO - UNDER SECTION 217(l)(e) OF THE COMPANIES ACT, 1956

Your Company, though not a power intensive one, is taking every possible efforts and measures to conserve the energy Your Company is having Four Wind Mills to generate power to the extent of 1.2 MW capacities in aggregate and the power is being generated through harnessing the natural resources - Wind. During the year under review your Company has generated 20.27 lakhs units of power through its Wind Mills and earned an income of Rs.65 51 lakhs. The low generation of power through wind mill is attributable to the low velocity of the wind during the year under review. Details are furnished in Annexure - 1 for your information pursuant to the provisions of Sec.217(l)(e)ofthe Companies Act, 1956.

* We aim to ensure the continued existence and success • of our Company by establishing and maintaining a safe working environment that promotes the health and performance of our employees as well as taking active measures to protect the environment.

* We actively use global work safety management systems for continuous improvement.

* We pay special emphasis on ergonomic design.

* We are committed to observing all legislation and specifications regarding work safety.

* We take comprehensive measures to protect our employees against health hazards.

* Comprehensive and effective emergency measures are in place at all locations to ensure that our employees and visitors receive proper treatment in case of injury.

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 1999.

The provisions of Section 217 (2A) of nie Companies Act, 1956 and rules made thereof are not applicable, as no employee was in receipt of remuneration to the extent laid down therein.

DIRECTORS

During the year under review Mr.P.S.Santhanakirshnan, Mr.N.Jayabal, Mr.Nirmal KumarM Chandria and Mr.Kantilal V Vakharia Directors of the Company are retiring by rotation and being eligible offer themselves for re-appointment.

In compliance with the requirement of Clause 49 of the Listing Agreement the details pertaining to the Directors seeking re-appointment are furnished in the Annexure - I of this report under Corporate Governance.

CORPORATE GOVERNANCE:

Pursuant to the provisions of Clause 49 of the Listing Agreement, your Board of Directors is pleased to place their report on the Corporate Governance duly certified by the Auditors of the Company, for information of shareholders as an annexure to this report.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors ofyour Company confirm:

(I), that all applicable accounting standards have

been followed in preparation of Annual Accounts and that there are no material deviation;

(ii). that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit & Loss account of the Company for the year ended on that date;

(iii), that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv). that the annual accounts have been prepared on a going concern basis ;

(v). that the Company is having appropriate systems to ensure the compliance of all laws applicable to the Company;

(vi). that the Company is having appropriate system to ensure payment of statutory dues in time without any delay.

AUDITORS

M/s.JDS Associates, Chartered Accountants, Coimbatore, and M/s.Swamy & Ravi, Chartered Accountants, Coimbatore, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible forthe re-appointment.

AUDITORS REPORT

The observations made in the Auditors Report read together with notes thereon are self explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act 1956 and the rules made there under during the year under review and did not haveany fixed deposit as at31.03.20l0.

INDUSTRIAL RELATIONS

The Industrial relations during the year under review remained very cordial.

BANK LOAN RATING

Under Basel II norms, on evaluating the credit facilities being enjoyed by the Company from its bankers, CRISIL has reaffirmed your Companys stable outlook and adequate liquidity for meeting its maturing debt obligations, significant focus on R&D, Strong financial risk profile.

RATING

Sl.No. Facility Rating

1. Term Loan A-/stable

2. Cash Credit A-/stable

3. Packing Credit P2+(Reaffirmed)

4. Letter of Credit-ILC & FLC P2+

5. Bank Guarantee P2+

LISTING ARRANGEMENTS

The Companys Shares are listed in Bombay and Coimbatore Stock Exchanges.

Your Company has also been contemplating to enlist its securities viz., equity shares in the National Stock Exchange (NSE) and necessary application has already been made to NSE in this regard. Your Company is confident to getthe listing shortly

DEMATERIALISATION OF YOUR COMPANYS SHARES

The Shares of your Company are admitted for demateriallzation on Central Depository Services (India) Ltd (CDSL) and National Securities Depository Ltd (NSDL) under ISIN No. INE457F01013. The shareholders have the option of holding their shares either in physical form or in dematerialized form.

ACKNOWLEDGEMENT

Your Directors place on record their deep sense of appreciation and gratitude to the Shareholders, various Government Agencies, Canara Bank, Bank of India, Union Bank of India, ICICI Bank, CITIBANK, M/s. HDFC Bank, M/s. Larsen & Toubro Limited - Marketing Associates, M/s.Plitron Manufacturing Inc, Canada (Collaborators), CRISIL, M/s.GNSA Infotech Ltd, (Registrar & Share Transfer agent) for their continued support and co- operation. Your Directors also wish to record their appreciation for the dedicated services being rendered by the employees at al! levels.

For and On behalf of the Board

Place : Coimbatore (Sd/-) P.S.SANTHANAKRISHNAN

Date : 28.05.2010 CHAIRMAN

---

Mar 31, 2009

The Directors have pleasure in presenting this 24th Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2009.

PERFORMANCE

Your company has completed one more year of successful operation as under:

Your company could able to sustain the economic and market recessionary conditions that had been cropped up during the fiscal year 2008-09 and the performance of the company has been stable as that of the corresponding year 2007-08. In order to sustain and further the growth of the company in the coming years, your Board of Directors have consistently and strategically superintendenting the affairs of the company to be cost effective in all fronts and also put the all available resources to achieve the optimum growth under the prevailing circumstances including amalgamating M/s.Salzer Cables Ltd (SCL) with your company in order to have the size economy and enlarge the product profile of the electrical installation products to meet the customers requirements for such products. In this direction, the shareholders might be aware that with your approval the scheme of amalgamation of SCL with your company has been put through with the sanction of the Honble High Court of Judicature at Madras with effect from 01.04.2008 and the performance highlights of the merged entity during the fiscal year under review are as under :

FINANCIAL RESULTS :

Year ended Year ended 31.03.2009 31.03.2008 (Rs. on Lakhs) (Rs. on Lakhs) (merged) (pre - merged)

Turnover and Other Income. 12076.07 7341.37

Profit before Interests Depreciation 1707.93 1158.56

Less : Interest& Financial Charges 629.65 285.14 Depreciation 466.27 1095.92 304.97 590.11 Profit after interset & Depreciation 612.01 568.45

Add: Previous Years Surplus B/f 987.89 660.99 1599.90 1229.44

Less: Transfer to General Reserve 10.00 10.00 Provision for tax 125.52 100.00 Deferred Tax (55.96) (10.99) FBT 7.79 7.53 Dividend Proposed final dividend 164.54 114.76 Dividend Tax on Proposed final dividend 27.96 19.50

Balance C/F to Balance Sheet 1356.14 988.64

DIVIDEND

Taking into account the economic and recessionary conditions being prevailed during the year under review and also the performance of the company vis-a-vis the expanded capital of Rs.1028.37 lakhs on account of merger of Salzer Cables Ltd with Salzer Electronics Ltd, the need to strengthen the net worth of the company under the prevailing conditions and also investors interest, in return on investment consistently, your Board of Directors, subject to the approval of the shareholders at their ensuing AGM, have decided to recommend a dividend at the rate of 16% - Rs.1.60 per equity share of Rs.10/- each, for the year ended 31.03.2009 to all the eligible shareholders whose name appear as on the book closure and AGM date i.e., 30.12.2009. The dividend payout works out to Rs.192.50 lakhs comprising of Dividend on the paid up capital of Rs.1028.37 lakhs @ 16% - Rs. 164.54 lakhs plus Dividend Tax @ 16.99% - Rs.27.96 lakhs

CONVERSION OF SHARE WARRANTS

As reported in our earlier report during the last year (31.03.2008) the 2,49,192 share warrants issued on preferential basis on 11.04.2007 have since been converted into same number of equity shares on exercising the option by the warrant holders and the equity shares of Rs.10/- each have been issued on 29.07.2008 thereby the paid-up capital of the company has increased during the year under review from Rs.637.58 lakhs to Rs.662.50 lakhs(pre-merger). These shares have also been enlisted in Bombay and Coimbatore Stock Exchanges and also demated with the depositories viz.CDSL & NSDL under ISIN No.INF457F01013.

MERGER

With the approval of the shareholders of both transferor (Salzer Cables Ltd) and transferee company (Salzer Electronics Ltd) and also with the sanction of the Honble High Court of Judicature at Madras, the Salzer Cables Ltd has since been merged with Salzer Electronics Ltd- with effect from 01.04.2008 and the annual accounts for the year ended 31.03.2009 has been finalized as a merged entity. Consequent upon the merger, the paid-up capital of the transferee company (SEL) has increased from Rs.662.50 lakhs to Rs.1028.37 lakhs.

Your company has also filed the sanction order of the Honble High Court of Judicature at Madras, sanctioning the Scheme of Amalagamation / merger with Registrar of Companies, Coimbatore and has also fixed the Record date as 30.11.2009 to decide the eligible share holder of the transferor company (SCL) and the shares would be allotted accordingly.

FOREIGN INVESTMENT

The investments made by your company in M/s. Salzer Global Services, a LLC company in the State of New Hampshire, USA to further the presence of Salzer in international market consistently, has been doing well. Your companys present holding in SGS works out to 40%. As reported in our earlier report, this company has since taken over the complete control of M/s.Global Technical Talent Inc, (GTT) a Cea-corp company providing ITES to the leading companies in IT industry in USA for example IBM, Novell, GE, Microsoft, TD Bank North, Liberty Life, GEICO insurance, etc. It is reported that the GTTs turnover for the year 2008 was US$ 21.00 millions (INR.1063.41 million) as against US$ 16.41 millions last year 2007 (INR. 646.86 millions) with resultant net income of US$ 0.12 million (INR. 5.94 millions) as against loss of US$ 0.40 millions (INR. 20.00 millions) under the prevailing US economic melt down and recessionary conditions.

In view of the progressive signs of recovery of global economy your directors are confident that the investment made in M/s.Salzer Global Services LLC, USA will give better returns in the long run and also to establish the brand image of Salzer in the global markets.

RESEARCH & DEVELOPMENT

Your companys in-house Research and Development department is fully equipped with qualified people to continuously improve upon the process specifications and techniques for optimum utilization of resources, consistency in quality comparable to the international standards, maintaining the international quality standard certifications, utilities of its existing products and development of new higher variants of the existing products as well as new high-tech products to meet the customers requirements. The In-house R&D Department of your Company has been duly recognized by Government of India, Ministry of Science & Technology, Department of Scientific and Industrial Research.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO - UNDER SECTION 217(l)(e) OF THE COMPANIES ACT, 1956

Your company, though not a power intensive one, is taking every possible efforts and measures to conserve the energy. Your company is having Four Wind Mills to generate power to the extent of 1.2 MW capacity in aggregate and the power is being generated through harnessing the natural resources - Wind. During the year under review, your company has generated 17.37 lakhs units of power through its Wind Mills and earned an income of Rs.56.26 lakhs. The low generation of power through wind mill is attributable to the low velocity of the wind during the year under review. Details are furnished in annexure - 1 for your information pursuant to the provisions of Sec.217(e) of the Companies Act, 1956.

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (PARTICULARS OF EMPLOYEES) AMENDMENT RULES 1999.

The provisions of Section 217 (2A) of the Companies Act, 1956 and rules made thereof are not applicable, as no employee was in receipt of remuneration to the extent laid down therein.

DIRECTORS

During the year under review Mr.R.Damodharaswamy, Mr.P.K.Shah, Mr.L.Venkatapathy and Mr.V.Sankaran, Directors of the company are retiring by rotation and being eligible offer themselves for re-appointment.

Mr. Sharad Anant Kulkarni, a nominee director from M/s. L & T Capital Company Limited, was inducted on the Board of Directors of the Company in terms of Section 260 of the Companies Act, 1956 on 18.07.2009. In order to regularize his directorship, necessary resolution, in pursuance of Section 257 of the Companies Act, 1956, was placed before the members for their approval.

CORPORATE GOVERNANCE:

Pursuant to the provisions of Clause 49 of the Listing Agreement, your Board of Directors is pleased to place their report on the Corporate Governance for information of shareholders as an annexure to this report.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm:

(i). that all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material deviation;

(ii). that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2009 and of the profit & Loss account of the Company for the year ended on that date;

(iii). that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv). that the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s.JDS Associates, Chartered Accountants, Coimbatore, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and are eligible for the re-appointment.

In view of the increasing of the volume of the Work consequent upon the amalgamation of Salzer Cables Limited with Salzer Electronics Limited, it is thought prudent to appoint M/s. Swamy & Ravi, Chartered Accountant, who was also statutory auditor of the Transferor Company - Salzer Cables Limited as statutory auditor of your company along with M/s. JDS associates, Chartered Accountant, the retiring Auditor of the Company for the financial year 2009-10.

AUDITORS REPORT

The observations made in the Auditors Report read together with notes thereon are self explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.

Under Basel II norms, CRISIL has reaffirmed your companys stable outlook and adequate liquility for meeting its maturing debt obligations, significant focus on R&D, Strong financial risk profile.

RATING

SI. No. Facility Rating

1. Term Loan A-/stable

2. Cash Credit A-/stable

3. Packing Credit P2+

4. Letter of Credit P2+

5. Bank Guarantee P2+

LISTING ARRANGEMENTS

The Companys Shares are listed in Bombay and Coimbatore Stock Exchanges.

DEMATERIALISATION OF YOUR COMPANYS SHARES

The Shares of your Company are admitted for dematerialization on Central Depository Services (India) Ltd (CDSL) and National Securities Depository Ltd (NSDL) under ISIN No. INE457F01013. The shareholders have the option of holding their shares either in physical form or in dematerialized form.

ACKNOWLEDGEMENT

Your Directors place on record their deep sense of appreciation and gratitude to the Shareholders, various Government Agencies, Canara Bank, Bank of India, Union Bank of India, ICICI Bank, CITIBANK, M/s. Larsen & Toubro Limited and M/s. Crompton Greaves Limited - Marketing Associates, M/s.Plitron Manufacturing Inc, Canada (Collaborators), CRISIL, M/s.GNSA Infotech (P) Ltd, (Registrar & Share Transfer agent) for their continued support and co-operation. Your Directors also wish to record their appreciation for the dedicated services being rendered by the employees at all levels.

Place Coimbatore Date 26.11.2009

For and On behalf of the Board (Sd/-) P.S.SANTHANAKRISHNAN CHAIRMAN