Salasar Techno Engineering Limited — Proxy Solicitation & Information Statement 2025

Mar 11, 2025

Salasar Techno Engineering Limited

==> picture [180 x 32] intentionally omitted <==

March 11, 2025

The Manager – Listing National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai – 400051 Symbol - SALASAR	The Secretary Corporate Relationship Dept. BSE Limited P. J. Tower, Dalal Street, Mumbai – 400001 ScripCode: 540642

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Ma’am,

Pursuant to the Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please find enclosed herewith Notice of Postal Ballot dated March 11, 2025 that has been sent to the members on March 11, 2025 for seeking their approval by means of postal ballot through remote e-voting on the following business items:

S. No.	Description of Resolution	**Type **
1.	Appointment of Mr. Jai Krishan Aggarwal (DIN: 01060175) as a Non-Executive Independent director of the company.	Special
2.	Appointment of Mr. Rajesh Agrawal (DIN: 08765416) as a Non-Executive Independent director of the company.	Special

The Postal Ballot Notice has been sent to the members holding shares of the Company as on Cut-off date i.e., March 07, 2025, by e-mail to those Members who have already registered their e-mail address with their depository participant/s or the Company’s Registrar and Share Transfer Agent, M/s. Bigshare Services Private Limited.

The Company has engaged the services of Bigshare Services Private Limited ("Bigshare") to provide remote e-voting facility to its members. The e-voting facility will be available during the following period:

Commencement of E-Voting	Wednesday, March 12, 2025(09:00 A.M.)
End of E-Voting	Thursday, April 10, 2025(05:00 P.M.)

• The aforesaid Postal Ballot Notice is also available on the website of the Company at https://salasartechno.com/wp content/uploads/2025/03/Notice-of-Postal-Ballot-11-03-2025.pdf

We request you to kindly take the above information on record and oblige.

Thanking you, Yours Faithfully, for Salasar Techno Engineering Limited

Digitally signed by MOHIT MOHIT KUMAR GOEL KUMAR GOEL Date: 2025.03.11 16:48:55 +05'30'

Mohit Kumar Goel

Company Secretary & Compliance Officer

CIN No. - L23201DL2001PLC174076

==> picture [13 x 18] intentionally omitted <==

Unit 1- Khasra 265, 281-283, Parsaun-Dasna, Jindal Nagar, Distt. Hapur-201313 Unit 2- Khasra 1184, 1185, Khera, Pilkhuwa, Tehsil Dhaulana, Distt. Hapur-245304

+91 8938802180, 7351991000 +91 120 6546670

Fax: +91 11 45823834

==> picture [17 x 17] intentionally omitted <==

Unit 3- Khasra 686/6, Khera, Pilkhuwa, Tehsil Dhaulana, Distt. Hapur-245304 Office- KL-46, Kavi Nagar, Ghaziabad-201002 Regd. Office- E-20, South Extension 1, New Delhi-110049

==> picture [16 x 12] intentionally omitted <==

towers@salasartechno.com marketing@salasartechno.com

www.salasartechno.com

==> picture [180 x 32] intentionally omitted <==

SALASAR TECHNO ENGINEERING LIMITED

Registered Office: Kh. No. 265, 281 to 288, Parsaun, Jindal Nagar, Panchsheel Nagar, Hapur, Uttar Pradesh, India, 201015

[CIN: L23201UP2001PLC209751 ] [E-Mail: compliance@salasartechno.com] [Website: www.salasartechno.com] [ Tel. No.: +91 120 6546670 ] Contact Person: Mohit Kumar Goel , Company Secretary & Compliance Officer Contact Details: 8076385653 Ph. No.: - +91 120 6546670

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 &22 of the Companies (Management and Administration) Rules, 2014]

VOTING STARTS ON	VOTING ENDS ON
Wednesday, March 12, 2025, at 09:00 AM (IST)	Thursday, April 10, 2025, at 05:00 PM (IST)

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Section 108 and 110 and all other applicable provisions, if any, of the Companies Act, 2013 (“ Act ”) read with the Companies (Management and Administration) Rules, 2014, including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force and in compliance with the applicable guidelines / circulars / rules issued by the Ministry of Corporate Affairs (“ MCA ”) inter alia including General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 08, 2021, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 09/2023 dated September 25, 2023 and General Circular No. 09/2024 dated September 19, 2024, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ SEBI Listing Regulations ”), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India, and other applicable laws and regulations, if any, the following special businesses are proposed to be passed by the Members of Salasar Techno Engineering Limited (the “ Company ”) by way of Postal Ballot through voting by electronic means (“ remote e-voting ”).

S. No.	Description of Resolution	Type
1.	Appointment of Mr. Jai Krishan Aggarwal (DIN: 01060175) as a Non- Executive Independent director of the company.	Special
2.	Appointment of Mr. Rajesh Agrawal (DIN: 08765416) as a Non- Executive Independent director of the company.	Special

The Company seeks consent of members for the aforesaid proposals through resolutions specified below. An Explanatory Statement under Section 102(1) of the Act setting out the required material facts relating to the resolutions are annexed and are sent to you along with this Postal Ballot Notice for your consideration and approval.

==> picture [180 x 32] intentionally omitted <==

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose email address is registered with the Company /Depository Participant(“DP”).

The Board has appointed CS Deepika Gaur (ACS No. 31234 COP No.: 14808), proprietor of M/s. Deepika Madhwal & Associates, Practicing Company Secretaries, as the Scrutinizer, for conducting the postal ballot ( remote e-voting ) process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Management Rules, Regulation 44 of the LODR Regulations, and SS-2, the Company has provided e-voting facility to its members to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has availed e-voting services from its RTA i.e. Bigshare Services Pvt. Ltd. ("Bigshare").

Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The last date of e-voting, i.e. April 10, 2025, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESSES:

Item No. 1: Appointment of Mr. Jai Krishan Aggarwal (DIN: 01060175) as a Non-Executive Independent Director of the Company

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“ the Act ”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ the LODR Regulations ”) (including any statutory modification or reenactment(s) thereof for the time being in force), the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Mr. Jai Krishan Aggarwal (DIN: 01060175) , who was appointed as an Additional Director in the capacity of an Independent Director with effect from January 11, 2025, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company for a period of 2 (Two) consecutive years till January 10, 2027, and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors or the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution.”

==> picture [180 x 32] intentionally omitted <==

Item No. 2: Appointment of Mr. Rajesh Agrawal (DIN: 08765416)) as a Non-Executive Independent Director of the Company

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“ the Act ”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ the LODR Regulations ”) (including any statutory modification or reenactment(s) thereof for the time being in force), the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors , Mr. Rajesh Agrawal (DIN: 08765416) , who was appointed as an Additional Director in the capacity of an Independent Director with effect from January 11, 2025, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company for a period of 2 (Two) consecutive years till January 10, 2027, and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors or the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution.”

Registered office: By order of the Board of Directors Kh. No. 265, 281 to 288, Parsaun, Jindal Nagar for Salasar Techno Engineering Limited Panchsheel Nagar, Hapur, Uttar Pradesh, India, 201015 CIN: L23201UP2001PLC209751 Email: compliance@salasartechno.com

Place: Hapur Date: March 11, 2025

Sd/Mohit Kumar Goel Company Secretary & Compliance Officer

==> picture [180 x 32] intentionally omitted <==

NOTES

1. The explanatory statement pursuant to Section 102 read with Section 110 of the Act along with details in terms of Regulation 36(3) of the LODR Regulations, stating all material facts and the reason/ rationale for proposed resolutions is annexed herewith.

2. The Postal Ballot Notice is being sent to the Member(s) whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) as on Friday, March 07, 2025 (cut-off date). The Postal Ballot Notice is being sent to the Members who have registered their e-mail IDs for receipt of documents in electronic form with their Depository Participants/the Company’s Registrar and Share Transfer Agent (“ RTA ”). For Members who have not registered their e-mail address so far, are requested to register their email address by sending an e-mail to the Company/RTA directly.

3. Member(s) whose names appear on the Register of Members/List of Beneficial Owner(s) as on the cut-off date i.e. as on Friday, March 07, 2025, will be considered for the purpose of e-voting. A person who is not a Member on the Cut-off Date should treat this Notice for information purposes only.

4. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and the prepaid business reply envelope are not being sent to the members. The communication of the assent or dissent of the members would only take place through the e-voting system. The facility of casting the votes by the members using an electronic voting system which will be provided by Bigshare.

5. The voting period begins on Wednesday, March 12, 2025 (9:00 A.M.) and ends on Thursday, April 10, 2025 (5:00 P.M.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. March 07, 2025 may cast their vote electronically. The e-voting module shall be disabled by Bigshare for voting thereafter.

6. Once the vote on the resolution is cast by the member, he / she shall not be allowed to change it subsequently. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on March 07, 2025, being the Cut-off Date fixed for the purpose.

7. The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., April 10, 2025. Further, resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a general meeting of the members.

8. The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the e- voting by Postal Ballot will be announced within 2 working days from the conclusion of e-voting i.e. on or before Monday, April 14, 2025 and the same shall be communicated to the Stock Exchanges, where shares of the Company are listed i.e. www.bseindia.com and www.nseindia.com and displayed along with the Scrutinizer's Report on the Company's Website i.e. www.salasartechno.com and on the website of the Bigshare Services Private Limited at https://www.bigshareonline.com/.

==> picture [180 x 32] intentionally omitted <==

9. All material documents referred to in the explanatory statement will be available for inspection only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-voting i.e. April 10, 2025.

10. Members may download the Notice from the Company’s website at www.salasartechno.com or from Bigshare’s website at https://www.bigshareonline.com /. A copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com

11. Member(s) having any grievance(s) pertaining to Postal Ballot process can contact to Mr. Mohit Kumar Goel, Company Secretary & Compliance Officer, Ph. No.: 8076385653, and email id: compliance@salasartechno.com

12. SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities and linking PAN with Aadhaar vide its circulars dated March 16, 2023, and November 17, 2023. Shareholders are requested to submit their PAN, KYC and nomination details to the Company’s RTA Bigshare Services Pvt. Ltd. at investor.del@bigshareonline.com

==> picture [180 x 32] intentionally omitted <==

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• (i) The voting period begins on Wednesday, March 12, 2025 (9:00 A.M.) and ends on Thursday, April 10, 2025 (5:00 P.M.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date March 07, 2025 may cast their vote electronically. The e-voting module shall be disabled by Bigshare for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to -

• update their mobile number and email Id in their demat accounts in order to access e Voting facility

1. Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

Type of shareholder s

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi/Easiest is https://web.cdslindia.com/myeasitoken/home/login or visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page ofBIGSHAREthe e-Voting service provider and you will be re-directed toi-Votewebsite for casting your vote duringthe remote e-Voting period. Additionally,there is also links

==> picture [180 x 32] intentionally omitted <==

	provided to access the system of all e-Voting Service Providers i.e. BIGSHARE, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasitoken/Registration/EasiRegistratio n 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress, and also able to directly access the system of all e-Voting Service Providers. Click onBIGSHAREand you will be re-directed toi-Votewebsite for casting your vote during the remote e-voting period.
Individual Shareholders holding securities in demat mode withNSDL	1. If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name BIGSHAREand you will be re-directed toi-Votewebsite for casting your vote during the remote e-Voting period. 2. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider nameBIGSHAREand you will be redirected toi-Votewebsite for casting your vote during the remote e- Voting period.
Individual Shareholders (holding securities in	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click one-Voting option, you willberedirected to NSDL/CDSL Depository site after

==> picture [180 x 32] intentionally omitted <==

demat mode) login through their Depository Participants	successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free No. 1800 22 55 33.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022- 48867000.

2. Login method for e-Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ LOGIN ” button under the ‘ INVESTOR LOGIN’ section to Login on E-Voting Platform.

• Please enter you ‘ USER ID’ (User id description is given below) and ‘ PASSWORD’ which is shared separately on you register email id.

o Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.

o Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.

o Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

Note If you have not received any user id or password, please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

• Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE: If Shareholders are holding shares in demat form and have registered on to e- Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

==> picture [180 x 32] intentionally omitted <==

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ INVESTOR LOGIN ’ tab and then Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ Reset ’.

• (In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for shareholders on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

• Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.

• Select event for which you are desire to vote under the dropdown option.

• Click on “VOTE NOW” option which is appearing on the right-hand side top corner of the page.

• Cast your vote by selecting an appropriate option “ IN FAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.

• Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.

• Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e-Voting Platform.

• Enter all required details and submit.

• After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” .

NOTE : If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ CUSTODIAN LOGIN ’ tab and further Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ RESET .

==> picture [180 x 32] intentionally omitted <==

(In case a custodian is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for Custodian on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

• First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.

• Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).

• Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”.

Note : The power of attorney (POA) or board resolution has to be named as the “ InvestorID.pdf ” (Mention Demat account number as Investor ID.)

o Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

• To cast your vote, select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.

• Select the Event under dropdown option.

• Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).

• Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE

option on custodian portal.

- Helpdesk for queries regarding e voting:

**Login type **	Helpdesk details
Shareholders other than individual shareholders holding shares in Demat mode & Physical mode.	In case shareholders/ investor have any queries regarding E-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com, under download section or you can email us toivote@bigshareonline.comor call us at: 1800 22 54 22, 022-62638338

==> picture [180 x 32] intentionally omitted <==

Explanatory statement pursuant to Sections 102(1) and 110 of the Companies Act, 2013 Item No. 1: Appointment of Mr. Jai Krishan Aggarwal (DIN: 01060175) as a Non-Executive Independent Director of the Company

Pursuant to Section 161 of the Companies Act, 2013, and other applicable provisions the Board, at its meeting held on January 11, 2025, appointed Mr. Jai Krishan Aggarwal (DIN: 01060175) (“Jai Krishan”) as an Additional Director in the capacity of Independent Director of the Company for a term of two (2) Consecutive years with effect January 11, 2025, to January 10, 2027 (both days inclusive) subject to the approval of the shareholders through a special resolution.

The Company has received all statutory disclosures / declarations, including:

• (i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“the Appointment Rules”),

• (ii) Intimation in Form DIR 8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act,

• (iii) Declaration to the effect that he meets the criteria of independence as provided in subsection (6) of Section 149 of the Act and under LODR Regulations,

• (iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a director by virtue of any order passed by the SEBI or any other such authority,

• (v) Confirmation that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge duties as an Independent Director of the Company;

• (vi) A notice in writing by a member proposing his candidature under Section 160(1) of the Act,

• (vii) Confirmation that he is in compliance with Rules 6(1) and 6(2) of the Appointment Rules, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs, and

• (viii) Confirmation that he had not been a partner of a firm that had transactions during the last three financial years with Salasar Techno Engineering Limited or its subsidiaries amounting to 10 (ten) percent or more of its gross turnover.

The Nomination and Remuneration Committee (“NRC”) had previously finalized the desired attributes for the selection of the Independent Director(s) such as experience, expertise and independence etc. Basis those attributes, the NRC recommended the candidature of Mr. Jai Krishan Aggarwal.

In the opinion of the Board, Mr. Jai Krishan Aggarwal fulfils the conditions for independence specified in the Act, the Rules made thereunder and the LODR Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company and he is independent of the Management. The Board noted that Mr. Jai Krishan Aggarwal’s background and experience are aligned to the role and capabilities identified by the NRC and that he is eligible for appointment as an Independent Director. The Board was satisfied that the appointment is justified due to the following reasons:

==> picture [180 x 32] intentionally omitted <==

• He is a chartered Accountant and highly experienced professional with over 30 years of expertise in the fields of accounting, taxation, and corporate law.

• He is the promoter partner of a well-regarded firm and a Fellow member of the Institute of Chartered Accountants of India (ICAI).

• He has extensive experience in company law matters, corporate consultancy, and various forms of audits, including internal, concurrent, and statutory audits.

• He has also held significant positions within professional organizations, serving as the Deputy Convener of the Banking Study Group of the Northern India Regional Council (NIRC) of ICAI during 2010-11.

• He was also an active member of the Direct Tax Committee of ICAI for multiple years, including 2022-23, 2023-24, and 2024-25.

• He has been serving as an Independent Director in a public limited company since 2019, showcasing his diverse skill set and leadership in the corporate governance space.

The resolution seeks the approval of members for the appointment of Mr. Jai Krishan Aggarwal as an Independent Director of the Company from January 11, 2025 to January 10, 2027(both days inclusive) pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and he shall not be liable to retire by rotation.

The profile and specific areas of expertise and other relevant information as required under the LODR Regulations and SS-2 are provided in additional information section of this Notice.

In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 17 of the LODR Regulations, the approval of the members is sought for the appointment of Mr. Jai Krishan Aggarwal as an Independent Director of the Company, as a special resolution as set out above.

No director, key managerial personnel (KMP) or their relatives except Mr. Jai Krishan Aggarwal, to whom the resolution relates, is interested in or concerned, financially or otherwise, in passing the proposed resolution as set out in Item no. 1.

The Board recommends the special resolution as set out in Item no. 1 of this notice for the approval of members.

==> picture [180 x 32] intentionally omitted <==

Item No. 2: Appointment of Mr. Rajesh Agrawal (DIN: 08765416) as a Non-Executive Independent Director of the Company

Pursuant to Section 161 of the Companies Act, 2013, and other applicable provisions the Board, at its meeting held on January 11, 2025, appointed Mr. Rajesh Agrawal (DIN: 08765416) (“Rajesh”) as an Additional Director in the capacity of Independent Director of the Company for a term of two (2) Consecutive years with effect January 11, 2025, to January 10, 2027 (both days inclusive) subject to the approval of the shareholders through a special resolution.

The Company has received all statutory disclosures / declarations, including:

• (i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Appointment Rules,

• (ii) Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that she is not disqualified under sub-section (2) of Section 164 of the Act,

• (iii) Declaration to the effect that she meets the criteria of independence as provided in subsection (6) of Section 149 of the Act,

• (iv) Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018 that she has not been debarred from holding office of a director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority,

• (v) Confirmation that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge duties as an Independent Director of the Company, and

• (vi) A notice in writing by a member proposing her candidature under Section 160(1) of the Act.

• (vii) Confirmation that she had not been a partner of a firm that had transactions during the last three financial years with Salasar Techno Engineering Limited or its subsidiaries amounting to 10 (ten) percent or more of its gross turnover.

The Nomination and Remuneration Committee (“NRC”) had previously finalized the desired attributes for the selection of the Independent Director(s) such as experience, expertise and independence etc. Basis those attributes, the NRC recommended the candidature of Mr. Rajesh Agrawal.

In the opinion of the Board, Mr. Rajesh Agrawal fulfils the conditions for independence specified in the Act, the Rules made thereunder and the LODR Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company and he is independent of the Management. The Board noted that Mr. Rajesh Agrawal’s background and experience are aligned to the role and capabilities identified by the NRC and that he is eligible for appointment as an Independent Director. The Board was satisfied that the appointment is justified due to the following reasons:

• He is a distinguished and highly accomplished professional with an impressive career spanning across government, industry, and international domains.

==> picture [180 x 32] intentionally omitted <==

• He is recognized for his strategic thinking, exceptional organizational skills, and ability to drive turnaround outcomes in all of his assignments.

• He has served as the Principal Advisor for Tata Steel (NMB) and held the prestigious position of Member of the Railway Board (APEX Grade) in the Government of India, Mr. Rajesh Agrawal has a remarkable legacy of leadership.

• His experience extends across eight railway zones, as well as stints at MCF (Modern Coach Factory) and CRIS (Centre for Railway Information Systems), showcasing his vast expertise in navigating complex government and industrial landscapes.

• He is a Fellow of the Chartered Institute of Logistics and Transport (CILT), a member of the Institution of Engineers (India) (IEI), and a member of the Indian Railways Technical Association (IRT).

• He is a versatile, proactive leader, known for his exceptional ability to turn around challenging situations and build cohesive, high-performing teams across multiple sectors.

The resolution seeks the approval of members for the appointment of Mr. Rajesh Agrawal as an Independent Director of the Company from January 11, 2025 to January 10, 2027(both days inclusive) pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and he shall not be liable to retire by rotation.

The profile and specific areas of expertise and other relevant information as required under the LODR Regulations and SS-2 are provided in additional information section of this Notice.

In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 17 of the LODR Regulations, the approval of the members is sought for the appointment of Mr. Rajesh Agrawal as an Independent Director of the Company, as a special resolution as set out above.

No director, key managerial personnel (KMP) or their relatives except Mr. Rajesh Agrawal, to whom the resolution relates, is interested in or concerned, financially or otherwise, in passing the proposed resolution as set out in Item no. 2.

The Board recommends the special resolution as set out in Item no. 2 of this notice for the approval of members.

Registered office: By order of the Board of Directors Kh. No. 265, 281 to 288, Parsaun, Jindal Nagar for Salasar Techno Engineering Limited Panchsheel Nagar, Hapur, Uttar Pradesh, India, 201015 CIN: L23201UP2001PLC209751 Email: compliance@salasartechno.com

Place: Hapur Date: March 11, 2025

Sd/Mohit Kumar Goel Company Secretary & Compliance Officer

==> picture [180 x 32] intentionally omitted <==

Additional information on directors recommended for appointment/reappointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable secretarial standards

S. No.	Particulars	Details	Details
		Mr. Jai Krishan Aggarwal	Mr. Rajesh Agrawal
1.	Brief Resume	Mr. Jai Krishan Aggarwal (DIN: 01060175) (Independent director registration No: IDDB-DI-202005- 011024) is a chartered Accountant and highly experienced professional with over 30 years of expertise in the fields of accounting, taxation, and corporate law. He is the promoter partner of a well-regarded firm and a Fellow member of the Institute of Chartered Accountants of India (ICAI). In addition to his specialization in corporate statutory audits, bank audits, tax audits, and GST-related services, he has extensive experience in company law matters, corporate consultancy, and various forms of audits, including internal, concurrent, and statutory audits. His proficiency extends to handling complex income tax matters, including assessments, appeals, and consultancy services. He has also held significant positions within professional organizations, serving as the Deputy Convener of the Banking Study Group of the Northern India Regional Council (NIRC) of ICAI during 2010-11. CA Jai Krishan Aggarwal was also an active member of the Direct Tax Committee of ICAI for multiple years, including 2022-23, 2023-24, and 2024-25. He successfully completed the Online Proficiency Self-Assessment Test for Independent Directors' Data Bank in 2021 and has been serving as an Independent Director in a public limited company since 2019, showcasing his diverse skill set and leadership in the corporate governance space.	Mr. Rajesh Agrawal (DIN: 08765416) (Independent director registration No: IDDB-NR-202411- 066524) is a distinguished and highly accomplished professional with an impressive career spanning across government, industry, and international domains. He is recognized for his strategic thinking, exceptional organizational skills, and ability to drive turnaround outcomes in all of his assignments. With a career that includes serving as the Principal Advisor for Tata Steel (NMB) and holding the prestigious position of Member of the Railway Board (APEX Grade) in the Government of India, Mr. Rajesh Agrawal has a remarkable legacy of leadership. His experience extends across eight railway zones, as well as stints at MCF (Modern Coach Factory) and CRIS (Centre for Railway Information Systems), showcasing his vast expertise in navigating complex government and industrial landscapes. A well-organized and innovative professional, Mr. Rajesh Agrawal is known for strategically getting things done, proactively building teams, and delivering impactful results. His negotiation skills have been honed through years of managing diverse stakeholders in high-stakes environments. He has an excellent command of both English and Hindi, ensuring effective communication across various levels. Mr. Rajesh Agrawal is a Fellow of the Chartered Institute of Logistics and Transport (CILT), a member of the Institutionof Engineers (India)

==> picture [180 x 32] intentionally omitted <==

			(IEI), and a member of the Indian Railways Technical Association (IRT). His expertise also extends to heritage and culture, having been recognized as a UNESCO expert in these areas. With a passion for global exploration, he has travelled to over 45 countries, gaining insights and perspectives that have further enriched his professional journey. Qualifications: • Mechanical Engineering (CEI, London) – 1980 • Metallurgical Engineering (IE-India) – Gold Medal in 1980 • Electrical Engineering (IE- India) – 1981 • Special Class Railway Apprentice – 1977 (Top of the Batch) • Indian Institute of Technology – All India Rank 35 (1977) • Inter Science, Jal Hind College, Mumbai (1977) Mr. Rajesh Agrawal is a versatile, proactive leader, known for his exceptional ability to turn around challenging situations and build cohesive, high-performing teams across multiple sectors.
2.	Nature of expertise in specific functional areas	Accounting, taxation, corporate laws, statutory audits, bank audits, tax audits, and GST.	Project Visualization, Planning, Data Analytics, MIS/MES, Pivots and expert in heritage, culture & Sustainable development.
3.	Inter-se relationships with directors and key managerial personnel	None	None
4.	Listed companies	None	None

==> picture [180 x 32] intentionally omitted <==

	(other than Salasar) in which they hold directorship and committee membership
5.	Shareholding in the Company	Nil	Nil
6.	Key terms and conditions of appointment	As per the resolution in Item no.1 of this Notice read with the explanatory statement thereto.	As per the resolution in Item no.2 of this Notice read with the explanatory statement thereto.
7.	Listed Entities from which they have resigned as Director in past 3 years	None	None
8.	Skills and capabilities required for the role and the manner in which they meet such requirements	Refer to the Item no. 1 of the explanatory statement.	Refer to the Item no. 2 of the explanatory statement.