Shree Salasar Investments Ltd

To ,

The Members of

Shree Salasar Investments Limited

Your Directors have pleasure the in presenting their 44^th Annual Report together with the Audited Accounts for the year ended March 31, 2024.

1. Financial Performance:

(Rs. in Lakh)

2. Turnover & Profits:

Standalone:

During the year under review, the sales and other income increased from Rs. 53.26/- to Rs. 91.25/- (Rs. in Lakh) as compared to previous year however, there was net profit of Rs. 62.88/- as compared to net profit of Rs. 3.14/- (Rs. in Lakh) in the previous year.

Consolidated:

During the year under review, the sales and other income increased from Rs. 359/- to Rs. 1459/- (Rs. in Lakh)as compared to previous year because of which there is net profit after tax of Rs.

84 /- as compared to net profit of Rs. 17/- (Rs. in Lakh) in the previous year.

3. Subsidiaries, Associates & Joint Ventures:

The Company has two Subsidiary Companies i.e. Vinca Realtors Private Limited and Marine Drive Realtors Private Limited. The Company does not have any associate Company & Joint venture.

Performance of Subsidiaries is as follows:

The total revenue including other Income of Vinca Realtors Private Limited stood at Rs. 14,91/- (Previous year Rs. 306.15/-). Net Loss for the year stood at Rs. -18,04/- (Previous year Net Profit Rs. 14.29/-)

The total revenue of Marine Drive Realtors Private Limited is NIL and Net loss for the year stood at Rs. 0.15/-.

The details of the same are given in Form AOC-1 as Annexure-I forming part of Annual Report. The details of the Policy on determining Material Subsidiary of the Company is available on

Company's website www.sajaydevelopers.com.

4. Dividend:

The Directors of your Company do not recommend any dividend for the financial year ended 31^st March, 2024 in order to plough back the resources for the future growth.

5. Transfer to Reserves:

During the year under review, current year Profit of Rs. 62.88/- was transferred to reserves.

6. Change(s) in the Nature of Business, if any:

There was no change in the nature of business of the Company during the year under review.

7. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statement relate and the date of this report:

There were no material changes and commitments affecting the financial position of the Company between the end of financial year of the Company and the date of this report.

8. Public Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies

(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

9. Related Party Transactions:

All related party transactions that were entered into during the year under review were in the ordinary course of business and on arm's length basis. The Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in nature. Whereas, the disclosure in form AOC 2 is attached as Annexure-II.

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 for the transactions which are of a foreseen and repetitive nature. Your Directors draw attention of the members to notes to the financial statements which set out related party disclosures.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is available on https://sajaydevelopers.com

10. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section forming an integral part of the Annual Report as Annexure III.

11. Corporate Social Responsibility (CSR):

As on 31 March 2024, provision of Corporate Social Responsibility is not applicable to your Company.

12. Share Capital:

The Paid up Equity Share Capital as on March 31, 2024 was Rs. 5,90,20,000/-.

During the year under review, the company has not issued and allotted fully paid-up equity shares of the Company, by way of preferential allotment on a private placement basis.

13. Extract of Annual Return:

Pursuant to Section 92 (3) read with the Companies (Management and Administration) Amendment Rules, 2021, the Company has placed a copy of the Annual Return (MGT-7) on its website at https://sajaydevelopers.com//pdf/Annual-Return/Annual-Return-2022-2023.pdf

14. Annual Performance Evaluation of the Board:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, performance evaluation of Board and that of its committees and individual Directors was carried out. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, participation by all directors and developing consensus amongst the directors for all decisions.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the view of the executive directors and non-executive directors.

15. Number of Meetings of the Board:

The Board of Directors met Five (5) times during the Financial Year 2023-2024. The Board met on 25^h May 2023, 14^th August 2023, 25^th August 2023, 9^th November 2023, 14^th February 2024. The Necessary quorum was present for all Meetings. The time gap between any two Board meetings does not exceed 120 days.

The details of the number of meetings of the Board held during the Financial Year 2023-2024 is as under:

16. Director Responsibility Statement:

As per Section 134 (5) of the Companies Act, 2013; the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures; ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the March 31, 2024 and of the Profit and Loss of the Company for the year ended March 31, 2024; iii. They have taken proper and sufficient care 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; iv. They have prepared the Annual Accounts on a ‘going concern' basis; v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

A. Statutory Auditors & Audit Report:

M/s. Satya Prakash Natani & Co, Chartered Accountants, Mumbai, were appointed in the 40^th AGM for a term of five years from the conclusion of the 40^th Annual General Meeting of the Company till the conclusion of the 45^th Annual General Meeting of the Company, at a remuneration decided by the Board of Directors of the Company.

The Auditors' Report for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark.

During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors.

B. Secretarial Auditor & Secretarial Audit Report:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Ms. Nikita Kedia of NKM & Associates Company Secretary in Practice, Mumbai (Mem. No. A54970 and COP No.: 20414) to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024.

The report of the Secretarial Auditor is appended as Annexure IV.

Explanation or Comments on qualification, reservation or adverse remark made by the Company Secretary in practice in the Secretarial Audit Report are as follows:

C. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s. Sanjay B Sharma & Co., Chartered Accountants, having Firm Registration Number FNA240793, as Internal Auditors of the Company for the FY- 23-24, to conduct internal audit of the Company.

18. CEO & CFO CERTIFICATION

A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the SEBI (LODR) Regulations 2015 is annexed to this report as Annexure V

19. Code of Conduct:

Pursuant to Regulation 17(5) of the SEBI Listing Regulations, 2015, the Board has adopted a revised Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on the Company's website https://sajaydevelopers.com.

All Directors and Senior Management personnel have affirmed compliance with the code of conduct for the financial year 2023-2024. Declaration on adherence to the Code of Conduct under Regulation 34 (3) and 53 (f) of the SEBI (LODR) Regulations, 2015 is annexed as

20. Vigil Mechanism / Whistle Blower Policy

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee. The Whistle blower Policy is placed on the website of the Company.

The said Whistle Blower Policy has been disseminated on the Company's website https://sajaydevelopers.com

21. Risk Management Policy:

The Company has developed and implemented a mechanism for risk management and has developed a Risk Management Policy. The Audit Committee and the Board periodically reviewed the risk assessment and minimization procedures. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

a. Declaration by Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed as a Director in terms of Section 164 (2) of the Companies Act, 2013.

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 as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors

Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable expertise and experience (including proficiency). The Independent Directors have given declaration under sub section (6) of Section 149 of the Act. The tenure of Independent Directors is in compliance of provisions of Section 149(10).

c. Familiarization programme for Independent Directors:

The details of programmes for familiarization of Independent Directors and training with the Company, their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company

d. Changes in Directors and Key Managerial Personnel during the year under review:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shailesh Ghisulal Hingarh (DIN: 001669162) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Further, during the year under review, Re-appointment of Mr. Shailesh Hingarh as Managing Director, w.e.f 14th August 2024. And Ms Kanan Kapur (DIN: 06511477) has resigned from the position of non executive Director of the company with effect from September 4th, 2024 and appointment of Mr Rishabh Verdia (DIN: 03077550) as a Non-Executive Director of the Company w.e.f 4th September, 2024.

Ms. Jyoti Sachdeva has tendered her resignation from the post of Company Secretary & Compliance Officer of the Company as stated in the resignation letter dated 18^th January 2024.

Pursuant to Regulation 30 (6) of the Listing Regulations read with Para A of Part A of Schedule III of the said regulations, On recommendation of Nomination & Remuneration committee, the Board of Directors of the Company have appointed Ms. Dashmeet Kaur, as Company Secretary and Compliance Officer of the Company with effect from 1^st June, 2024.

INDEPENDENT DIRECTORS

Your directors are of the opinion that Independent Directors of the Company are of high integrity, suitable expertise and experience (including proficiency). The Independent Directors have given declaration under sub section (6) of Section 149 of the Act. The tenure of Independent Directors is in compliance of provisions of Section 149(10).

24. RE-APPOINTMENT OF DIRECTOR

In accordance with the provisions of the Section 149 and 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Consequently, Mr. Shailesh Hingarh (DIN: 00166916), Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment in accordance with the provision of the Companies Act, 2013

The brief resume of Director seeking re-appointment at the ensuing AGM along with other details in pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith as

"Annexure " is annexed to the Notice of the Annual General Meeting. The Board has confirmed that Shailesh Hingarh satisfies the fit and proper criteria as prescribed under them applicable regulations and that he is not disqualified from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013. The Board recommends the re-appointment.

Nomination and Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committee under sub-section (3) of section 178, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, 2015. The salient features of the Policy, are: a. Appointment and remuneration of Director, Key Managerial Personnel and Senior Management Personnel. b. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/Non-Executive/Independent) and recommendation to the Board matters relating to the remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel. c. Formulating the criteria for performance evaluation of all Directors. d. Board Diversity.

The Company's policy inter-alia, on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the Act is available on the website of the Company i.e. www. sajaydevelopers.com.

26. Internal Financial Control System And Its Adequacy:

The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board of

Directors are of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the financial year 2023-24

27. Declaration By Independent Directors

Pursuant to the provisions of section 149(7) of the Act and Regulation 25 of the listing regulations all Independent Directors of the Company have given declaration that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of

Listing Regulations and also affirmed compliance regarding online registration with the ‘Indian Institute of Corporate Affairs' (IICA) for inclusion of name in the databank of Independent Directors.

28. Independent Directors' Meeting:

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the independent directors held their separate meeting 14^th February 2024, without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

i) review the performance of non-independent directors and the Board as a whole; ii) Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors; iii) Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and iv) Review the responsibility of independent directors with regard to internal financial controls.

All Independent Directors were present at the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

29. Prevention of Insider trading:

The Company had in place a ‘Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices', in accordance with the SEBI (Prohibition of Insider Trading) Regulations,

2015.

Accordingly, the Board approved and adopted: a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The code referred above is placed on the Company's website https://sajaydevelopers.com.

30. Particulars of Employees:

There are no employees in the company; Whereas, Ms. Jyoti Sachdeva, the company secretary , received a salary of Rs. 1,36,774, and Mr. Shailesh Hingarh, the managing director, received an annual salary of Rs. 9,00,000.

None of the employee of the Company is in receipt of remuneration of Rs. 1.02 Crores per annum or Rs. 8.50 Lacs per month or more during the FY 2023-2024 as prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus, furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

31. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.

32. Particulars of Loans given, Guarantees given or Investments made by the company:

Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, have been disclosed in the financial statements.

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

Particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo pursuant to Section 134 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, is set out hereunder:

34. Significant and Material Orders passed by the Regulators or Courts:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

35. Corporate Governance:

The Company has complied with all mandatory provisions of SEBI (LODR) Regulations 2015, relating to Corporate Governance. A separate report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms part of this Report. The requisite certificate from the Auditor of the Company regarding compliance with the conditions of corporate governance is attached to the report on Corporate Governance as Annexure VII

36. Audit Committee:

The Composition and quorum of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013. All members of the Audit Committee possess financial/accounting expertise/exposure.

The Audit committee met four (4) times during the Financial Year 2023-2024. The Committee met on 25^th May 2023, 14^th August 2023, 9^th November 2023 & 14^th February 2024. The Necessary quorum was present for all Meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the company. The table below provides composition and attendance of the Audit Committee.

37. Nomination & Remuneration Committee:

Under sub-section (3) of section 178, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the company. The Nomination and Remuneration committee met twice (1) times during the Financial Year 2023-2024. The Committee met on 14^th February 2024 and. The Necessary quorum was present for all Meetings. The table below provides composition and attendance of the Nomination and Remuneration Committee.

38. Stakeholders' Relationship Committee:

The Board has reconstituted Shareholders'/Investors Grievance Committee as Stakeholders

Relationship Committee in accordance with the provisions of the Companies Act, 2013.

The Stakeholders Relationship Committee met once (1) times during the Financial Year 2023-2024. The Committee met on 14^th February 2024. The necessary quorum was present for all Meetings. The Chairman of the Stakeholders Relationship Committee was present at the last Annual General Meeting of the company. The table below provides composition and attendance of the Stakeholders Relationship Committee.

39. Share Transfer System:

All share transfer, dematerialization and related work are managed by M/s. Purva Sharegistry India Pvt. Ltd, Unit no. 9, Shiv Shakti Ind. Estt. J .R. Boricha marg, Lower Parel (E), Mumbai 400 011. Shareholders are requested to send all share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. to the registrar and transfer agents.

40. Share Capital Audit:

As stipulated by Securities and Exchange Board of India (SEBI), Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and shares held physically as per the register of members and the total issued and listed capital. M/s. Mayank Arora & Co. Practicing Company Secretaries provides the necessary Report.

41. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a Prevention of Sexual harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee 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 2023-2024, no complaints were received by the Company related to sexual harassment.

42. Disclosure for Maintenance of Cost Record as per Specified by the Central Government under section 148(1) of the Companies Act, 2013

The provision of section 148(1) of the Companies Act, 2013 is not applicable to our company.

43. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:

As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund established by the Central Government.

Redressal of Investors Grievances:

Your Company gives an utmost care in resolving the grievances of its investors on a timely basis. The investor complaints/ grievances are resolved by the Company and also by the Company's Registrar and Share Transfer Agent viz. M/s Purva Sharegistry (India) Private Limited being the Registrar and Share Transfer Agent of the Company.

BSE Listing Centre:

Your Company ensures in compliance of applicable regulations of SEBI LODR Regulations and all the compliances related filings or disclosures are made to the BSE Limited and NSE through web-based applications viz., BSE Listing center within the stipulated timeline as prescribed under the SEBI LODR Regulations.

SCORES (SEBI complaints redress system):

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e., SCORES. Through this system a shareholder can lodge a complaint against a Company for his grievance. The Company uploads the action taken on the complaint which can be viewed by the shareholder. The Company and shareholder can seek and provide clarifications online through SEBI. The investor complaints are also handled and resolved by the Company's Registrar and Share Transfer Agent viz. M/s Purva Sharegistry

(India) Private Limited and your Company is kept updated regularly.

Exclusive email ID for Investors:

Your Company has established an email id vistaurban@gmail.com

Your Company keeps its investors updated by posting all the disclosures made with the stock exchanges in compliances with Regulation 46 of SEBI LODR Regulations from time to time.

2016 during the year:

During the year under review, there was no proceeding pending under the Insolvency Bankruptcy Code, 2016

46. Details of difference between valuation amount on one-time settlement and valuation while availing loan from banks and financial institutions

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

47. Acknowledgements:

Your Directors gratefully acknowledge the support given by the Customers, Dealers, Distributors, Suppliers, Bankers, various departments of the Central and State Governments, Local Authorities, employees and members of the Company.