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Salzer Electronics Ltd. Regulatory Filings 2026
61391_rns_2026-05-26_c742211d-4aba-46b1-a2e3-725f5f1dc80f.pdf
Regulatory Filings
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salzer
F:\My Documents\S E L\EXCH\SEBI(LODR)
May 26, 2026
To
THE CORPORATE RELATIONSHIP DEPT
BSE Limited
I Floor, New Trading Ring,
Rotunda Building, P.J.Towers,
Dalal Street, Fort, Mumbai - 400 001.
SCRIP CODE: 517059
M/s. National Stock Exchange of India Ltd.,
Exchange Plaza, C-1, Block G,
BandraKurla Complex,
Bandra (E), Mumbai – 400 051
Tel: +91 22 26598235/36, 26598346
Symbol: SALZERELEC
Dear Sirs,
Sub: Secretarial compliance Report of the Company for the year ended 31st March, 2026 as required under Regulation 24(A) of SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015
We are enclosing herewith the Secretarial Compliance Report of the Company for the year ended 31st March, 2026 as required under Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as provided by M/s. G V & Associates, Practicing Company Secretaries, Coimbatore. Kindly take the same on record and acknowledge receipt.
Thanking you
Yours faithfully
For SALZER ELECTRONICS LIMITED
MURUGE
SAN.K.M.
K M MURUGESAN
COMPANY SECRETARY
& COMPLIANCE OFFICER
ACS: 25953
SALZER ELECTRONICS LIMITED
Samichettipalayam, Jothipuram (Post),
Coimbatore - 641 047. INDIA.
+91-422-423 3600 [email protected]
www.salzergroup.com
CIN: L0321OTZ1985PLC001535
GSTIN: 33AAECS3411L1ZJ
G.V. AND ASSOCIATES
Company Secretaries
Coimbatore & Chennai
GVA
Governance and Value creation.. Assured
SECRETARIAL COMPLIANCE REPORT
OF
M/S. SALZER ELECTRONICS LIMITED
FOR THE FINANCIAL YEAR ENDED 31.03.2026
We have conducted a review of the compliance with applicable statutory provisions and the adherence to good corporate practices by M/s. Salzer Electronics Limited (CIN: L03210TZ1985PLC001535) (hereinafter referred to as ‘the listed entity’), having its Registered Office at Samichettipalayam, Jothipuram Post, Coimbatore - 641047. The secretarial review was conducted in a manner that provided us with a reasonable basis for evaluating the corporate conduct and statutory compliances of the listed entity and for expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the listed entity as well as the information and explanations provided by its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that the listed entity has, during the review period covering the financial year ended on 31.03.2026, complied with the applicable statutory provisions as listed hereunder, to the extent and in the manner as stated in this report, subject to the observations and reporting made hereinafter:
We, G.V. and Associates, Company Secretaries have examined:
(a) All the documents and records made available to us and explanation provided by the listed entity;
(b) The filings and submissions made by the listed entity to the stock exchanges;
(c) The website of the listed entity;
(d) Any other document or filing, as may be relevant, which has been relied upon for the purpose of this report;
for the financial year ended 31.03.2026 (“Review Period”), we have examined the compliance of the listed entity with the provisions of:
(a) The Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and
GST No : 33AAVFG0941K1Z5
ICSI Unique Code : P2004TN081200
Head Office :
‘G.V. Enclave,’ 18/30, Ramani Street, K.K. Pudur,
Saibaba Colony, (Opp. Road to Saibaba Colony
Hotel Annapoorna Road - 4th Right), Coimbatore - 641 038
0422 - 4347063
82205 - 11555, 93849 - 70888
[email protected], [email protected]
www.gvacs.in
G.V. AND ASSOCIATES
Company Secretaries
Continuation Sheet
(b) The Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");
The specific Regulations, along with the applicable circulars and guidelines issued thereunder, which have been examined during the review period, include the following:
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015];
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 - Not Applicable to the Listed Entity during the Review Period;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not Applicable to the Listed Entity during the Review Period;
(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 - Not Applicable to the Listed Entity during the Review Period;
(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 - Not Applicable to the Listed Entity during the Review Period;
(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 [SEBI (PIT) Regulations, 2015];
(h) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
and circulars/guidelines issued thereunder; and based on the above examination,
We hereby report that, during the Review Period:
(a) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder, except in respect of the matters as specified in "Annexure A" to this report.
(b) The listed entity has taken the following actions to comply with the observations made in the previous report pertaining to the financial year ended 31.03.2025, as specified in "Annexure B" to this report.
(c) We hereby report that, during the review period the compliance status of the listed entity with the following requirements:
Secretarial Compliance Report - SEL-31.03.2026
G.V. and Associates, Company Secretaries
Peer Reviewed Firm - C. No. 7961/2026
Firm Registration No. P2004TN081200
G.V. AND ASSOCIATES
Company Secretaries
Continuation Sheet
| S. No | Particulars | Compliance Status (Yes/No/NA) | Observations/Remarks by PCS |
|---|---|---|---|
| 1 | Secretarial Standards: The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI) | Yes | Nil |
| 2 | Adoption and timely updation of the Policies: All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities. All the policies are in conformity with SEBI Regulations and have been reviewed & updated on time, as per the regulations /circulars / guidelines issued by SEBI. | Yes | |
| Yes | Nil | ||
| 3 | Maintenance and disclosures on Website: The Listed entity is maintaining a functional Website. | ||
| Timely dissemination of the documents/information under a separate section on the website. | |||
| Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which redirects to the relevant document(s) / section of the website. | Yes | ||
| No | |||
| Yes | Certain disclosures required under the Companies Act, 2013 and SEBI Regulations were not available on the website of the listed entity. The Company has been advised to update the same on its website. | ||
| 4 | Disqualification of Director: None of the Director(s) of the listed entity is/ are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity | Yes | |
| 5 | Details related to Subsidiaries of listed entities have been examined w.r.t.: Identification of material subsidiary companies. Disclosure requirements of material as well as other subsidiaries. | NA | The Company does not have any material subsidiary as per the applicable regulations of the SEBI (LODR) Regulations, 2015. |
Secretarial Compliance Report - SEL. 31.03.2026
G.V. and Associates, Company Secretaries
Peer Reviewed Firm - C. No. 7961/2026
Firm Registration No. P2004TN081200
G.V. AND ASSOCIATES
Company Secretaries
Continuation Sheet
| S. No | Particulars | Compliance Status (Yes/No/NA) | Observations/Remarks by PCS |
|---|---|---|---|
| 6 | Preservation of Documents: | ||
| The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and archival policy prescribed under SEBI LODR Regulations, 2015 | Yes | ||
| 7 | Performance Evaluation: | ||
| The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year/during the financial year as prescribed in SEBI Regulations | Yes | ||
| 8 | Related Party Transactions: | ||
| The listed entity has obtained prior approval of Audit Committee for all related party transactions. | |||
| In case no prior approval obtained, the listed entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved / ratified/ rejected by the Audit Committee. | Yes | ||
| 9 | Disclosure of events or information: | ||
| The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits Prescribed there under. | Yes | Except as stated under Sr. No. 1 of the Table in Annexure-A regarding delayed submission under Regulation 30 of SEBI (LODR) Regulations, 2015. | |
| 10 | Prohibition of Insider Trading: | ||
| The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (PIT) Regulations, 2015. | Yes | Except as stated under Sr. No. 2 of the Table in Annexure-A. |
Secretarial Compliance Report - SEL-31.03.2026
G.V. and Associates, Company Secretaries
Peer Reviewed Firm - C. No. 7961/2026
Firm Registration No. P2004TN081200
G.V. AND ASSOCIATES
Company Secretaries
Continuation Sheet
| S. No | Particulars | Compliance Status (Yes/No/NA) | Observations/Remarks by PCS |
|---|---|---|---|
| 11 | Actions taken by SEBI or Stock Exchange(s), if any: | ||
| No action(s) has been taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder. | No | Refer observations under Sr. No. 1 and 2 of the Table in Annexure-A. | |
| 12 | Resignation of statutory auditors from the listed entity or its material subsidiaries: | ||
| In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material subsidiary(ies) has / have complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities. | NA | ||
| 13 | Additional Non-compliances, if any: | ||
| No additional non-compliances observed for any SEBI regulation/circular/guidance note etc. except as reported above. | NA |
We further report that the listed entity is not required to comply with the disclosure requirements pertaining to Employee Benefit Scheme documents under Regulation 46(2)(za) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the said regulation is not applicable to the listed entity during the Review Period.
Assumptions & Limitation of Scope and Review:
a. Compliance of the applicable laws and ensuring the authenticity of the documents and information furnished are the responsibilities of the management of the listed entity.
5
Secretarial Compliance Report - SEL. 31.03.2026
G.V. and Associates, Company Secretaries
Peer Reviewed Firm - C. No. 7961/2026
Firm Registration No. P2004TN081200
G.V. AND ASSOCIATES
Company Secretaries
Continuation Sheet
b. Our responsibility is limited to reporting on the basis of our examination of relevant documents and information made available to us. This is neither an audit nor an expression of opinion.
c. We have not verified the correctness and appropriateness of financial records and Books of Account of the listed entity.
d. This Report is intended solely for the purpose of compliance in terms of Regulation 24A(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It should not be construed as an assurance regarding the future viability of the listed entity or of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.
e. It is the responsibility of the management of the listed entity to maintain records and establish appropriate systems for ensuring compliance with applicable SEBI Regulations, circulars and guidelines issued from time to time and to ensure the adequacy and operational effectiveness of such systems.
For G.V. and Associates
Company Secretaries
G. Vasudevan
Partner
FCS No.:6699
C P No.:6522
Date: 23.05.2026
Place: Coimbatore
ICSI UDIN: F006699H000398618
Secretarial Compliance Report - SEL- 31.03.2026
G.V. and Associates, Company Secretaries
Peer Reviewed Firm - C. No. 7961/2026
Firm Registration No. P2004TN081200
ANNEXURE-A OF SECRETARIAL COMPLIANCE REPORT
| Sr. No | Compliance Requirement (Regulations/circulars/guidelines including specific clause) | Regulation/CircularNo. | Deviations | Action Taken by | Type of Action | Details of Violation | Fine Amount | Observations/Remarks of the Practicing Company Secretary | Management Response |
|---|---|---|---|---|---|---|---|---|---|
| 1 | SEBI (LODR) Regulations, 2015 | Regulation 30 | There was a delay of 5 minutes in submission of outcome of the Board Meeting to NSE | NSE | Delayed submission | As per Regulation 30 of SEBI (LODR) Regulations, 2015, outcome of the Board Meeting is required to be submitted within 30 minutes from the closure of the Board Meeting. The Board Meeting held on 08.08.2025 concluded at 1:45 PM. However, the outcome of the Board Meeting was submitted to NSE at 2:20 PM, resulting in a delay of 5 minutes. Subsequently, NSE sent an email dated 05.09.2025 regarding the delay in submission. | Nil | The listed entity submitted the outcome of the Board Meeting to BSE within the prescribed timeline. However, due to intermittent technical glitches faced while uploading the outcome on the NSE portal, there was a delay of 5 minutes in submission to NSE. | The Company submitted its reply dated 06.09.2025 to NSE stating that the delay was caused due to intermittent technical glitches faced while uploading the outcome on the NSE portal and that the delay was inadvertent and beyond the control of the Company. |
7
Secretarial Compliance Report - SEL- 31.03.2026
G.V. and Associates, Company Secretaries
Peer Reviewed Firm - C. No. 7961/2026
Firm Registration No. F2004TN081200
ANNEXURE-A OF SECRETARIAL COMPLIANCE REPORT
| Sr. No | Compliance Requirement (Regulations/ circulars/ guidelines including specific clause) | Regulation/ CircularNo. | Deviations | Action Taken by | Type of Action | Details of Violation | Fine Amount | Observations/ Remarks of the Practicing Company Secretary | Management Response |
|---|---|---|---|---|---|---|---|---|---|
| 2 | SEBI (PIT) Regulations, 2015 and the Company's Code of Conduct to Regulate, Monitor and Report Trading by Insiders | Regulation 7(2), Regulation 9 read with Schedule B of SEBI (PIT) Regulations, 2015 | Certain Designated Persons of the Company had executed contra trades, failed to make disclosures under Regulation 7(2) and traded during the Trading Window Closure Period during the | SEBI / Audit Committee / Board of Directors | Disgorgement of contra trade profits, levy of monetary penalties and issuance of warning letters | During the financial year 2025-26, the Company identified certain instances of contra trade transactions by Designated Persons, delayed disclosures under Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and trading during the Trading Window Closure Period under the Company's Code of Conduct. Pursuant thereto, the matter was placed before the Audit Committee and the Board, which directed disgorgement of contra trade profits aggregating to ₹4,79,165.05/- to the SEBI | Nil (An aggregate amount of Rs.8,04,168/- was remitted by the concerned Designated Persons to the SEBI designated bank account during March 2026 towards disgorgement of contra trade profits and penalties.) | The Company has reported the subject violations to its Audit Committee and the Board in terms of the Company's Code of Conduct to Regulate, Monitor and Report Trading by Insider and has also submitted a report on the action taken by the Board in respect of the said violations, including the remittance of the relevant amount to the SEBI designated bank account to SEBI Designated Account to SEBI and to the Stock Exchanges | The Company submitted that the violations were inadvertent in nature and had occurred due to oversight and incorrect understanding regarding identification of contra trades and related compliance requirements and further represented that the concerned persons were not in possession of any UPSI at the time of execution of trades. The Company has also strengthened its internal control and monitoring mechanisms by conducting sensitization measures for Designated Persons, scheduling |
Secretarial Compliance Report - SEL- 31.03.2026
G.V. and Associates, Company Secretaries
Peer Reviewed Firm - C. No. 7961/2026
Firm Registration No. P2004TN081200
ANNEXURE-A OF SECRETARIAL COMPLIANCE REPORT
| Sr. No | Compliance Requirement (Regulations/ circulars/ guidelines including specific clause) | Regulation/ CircularNo. | Deviations | Action Taken by | Type of Action | Details of Violation | Fine Amount | Observations/ Remarks of the Practicing Company Secretary | Management Response |
|---|---|---|---|---|---|---|---|---|---|
| period from 01.06.2023 to 31.12.2024 | Investor Protection and Education Fund (IPEF) Account and imposed monetary penalties aggregating to ₹3,25,000/- on the concerned persons for the aforesaid violations. | interactive compliance sessions, enhancing review of weekly Benpos statements, strengthening the Structured Digital Database (SDD) mechanism and implementing additional system-based controls for identification and monitoring of trades by Designated Persons. |
9
Secretarial Compliance Report - SEL- 31.03.2026
G.V. and Associates, Company Secretaries
Peer Reviewed Firm - C. No. 7961/2026
Firm Registration No. P2004TN081200
10
SECRETARIAL COMPLIANCE REPORT
ANNEXURE-B OF SECRETARIAL COMPLIANCE REPORT
| Sr. No | Observations/Remarks of the Practicing Company Secretary in the previous reports (PCS) | Observations made in the Secretarial Compliance Report for the year ended 31.03.2025 | Compliance Requirement (Regulations/circulars/guidelines including specific clause) | Details of violation / deviations and actions taken / penalty imposed, if any, on the listed entity | Remedial actions, if any, taken by the listed entity | Comments of the PCS on the actions taken by the listed entity |
|---|---|---|---|---|---|---|
| 1 | Delay in submission of compliance certificate to BSE | There was a delay of 2 months and 25 days in submission of compliance certificate to BSE for the financial year ended 31.03.2024 | Regulation 7(3) of SEBI (LODR) Regulations, 2015 | BSE issued advisory email dated 25.07.2024 for non-submission of certificate and advised the Company to place the same before the Board and communicate Board comments to the Exchange | The matter was noted by the Board in its meeting held on 06.08.2024 and Board comments were subsequently intimated to the Exchange | The listed entity has taken note of the observation and complied with the directions issued by BSE |
| 2 | Delay in submission of Secretarial Compliance Report in PDF format to BSE | There was a delay of 14 days in submission of Secretarial Compliance Report in PDF format to BSE for the financial year ended 31.03.2024 | Regulation 24A of SEBI (LODR) Regulations, 2015 | BSE issued advisory email dated 28.06.2024 for non-submission of certificate in PDF format and imposed a fine of Rs.35,400/- | The fine amount was paid by the listed entity and the matter was noted by the Board in its meeting held on 06.08.2024 and Board comments were subsequently intimated to the Exchange | The listed entity has paid the fine and complied with the directions issued by BSE |
Secretarial Compliance Report - SEL- 31.03.2026
G.V. and Associates, Company Secretaries
Peer Reviewed Firm - C. No. 7961/2026
Firm Registration No. P2004TN081200