Salzer Electronics Limited has submitted comprehensive violation reports to BSE and NSE regarding breaches of its insider trading code by multiple designated persons. The reports, filed on March 30, 2026, detail violations under SEBI (Prohibition of Insider Trading) Regulations, 2015 that occurred between 2023 and 2024.

Violation Cases and Financial Impact

The company reported six separate cases involving designated persons who violated insider trading regulations through contra trades, disclosure failures, and trading during window closure periods. The violations resulted in significant financial remedial actions:

Individual Case Details

The violations involved personnel across different organizational levels, from managers to key managerial personnel. Each case was reviewed by the company's Audit Committee and Board during meetings held on March 10, 2026.

Major Violations

The most significant case involved Doraiswamy Vishnurangaswamy, a Non-Executive Director, who executed contra trades worth ₹12.12 crore during trading window closure on February 22, 2024. The violation resulted in:

• Profit disgorgement: ₹24,131.00
• Monetary penalties: ₹1,25,000.00 (₹75,000 for disclosure failure + ₹50,000 for window closure trading)

S Venkatachalam, General Manager, faced the highest financial impact with total remittance of ₹1,98,341.00 for contra trades and disclosure violations.

M Lakshminarayana, Vice President, was penalized ₹4,51,694.00 for multiple violations including contra trades, window closure trading, and disclosure failures.

Minor Violations

Several cases involved smaller amounts but were treated with equal seriousness:

Regulatory Actions and Remedial Measures

The company's Board, based on Audit Committee recommendations, implemented comprehensive remedial actions for all violations:

• 100% profit disgorgement for all contra trade gains
• Formal written warnings to all violators
• Monetary penalties for disclosure failures and window closure violations
• Enhanced compliance communication emphasizing strict adherence to regulations

All disgorgement amounts and penalties have been remitted to SEBI's Investor Protection and Education Fund (IPEF) through online transfers between March 17-27, 2026.

Board's Assessment and Future Compliance

The Audit Committee and Board noted that most violations were first-time occurrences attributed to inadvertence rather than malicious intent. However, they emphasized that the actions taken reflect the company's serious commitment to regulatory compliance, particularly given the varying seniority levels of the violators.

The company has issued clear warnings that any recurrence of such violations will invite more stringent disciplinary and regulatory action, reinforcing its commitment to maintaining high standards of corporate governance and insider trading compliance.

Salzer Electronics Limited has announced a postal ballot notice for seeking shareholder approval regarding the re-appointment of its Managing Director. The company has engaged National Securities Depository Limited (NSDL) to facilitate the remote e-voting process for this corporate governance matter.

Advertisement Publication and Regulatory Compliance

The company has published advertisement notices in Tamil and English dailies regarding the postal ballot and opening of special window for re-lodgment of transfer requests of physical shares. This publication was formally communicated to stock exchanges on March 19, 2026, through an official letter signed by Company Secretary K M Murugesan, in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Re-appointment Details

The postal ballot seeks approval for the re-appointment of Mr. R Doraiswamy (DIN: 00003131) as Managing Director for a three-year term commencing May 01, 2026. His current tenure as Managing Director concludes on April 30, 2026. The Nomination and Remuneration Committee and Board of Directors recommended his re-appointment at their meetings held on February 11, 2026.

Proposed Remuneration Structure

The resolution outlines a comprehensive remuneration package for the Managing Director's re-appointment. The proposed salary structure includes monthly compensation with annual increments and performance-linked commission.

Additional perquisites include leave travel concession, personal accident insurance premium up to Rs. 50,000 per annum, club fees for maximum two clubs, and standard retirement benefits including provident fund, gratuity, and leave encashment.

E-voting Schedule and Process

The company has established a comprehensive timeline for the postal ballot process with specific dates for shareholder participation. The e-voting facility will be available exclusively through NSDL's platform.

Shareholders whose names appear in the Register of Members or Register of Beneficial Owners as on the cut-off date will be eligible to participate in the e-voting process. The postal ballot notice is being sent electronically to members whose email addresses are registered with the company or depositories.

Corporate Governance Framework

The re-appointment requires special resolution approval as Mr. Doraiswamy has attained 83 years of age, necessitating compliance with Section 196(3)(a) read with Schedule V of the Companies Act, 2013. The company has cited his exemplary track record, leadership continuity, and invaluable contribution to growth and governance standards as justification for the continuation.

Mr. Doraiswamy, holding a Bachelor's Degree in Electrical Engineering, is the Promoter Director and founding Managing Director who has been the driving force behind the company's sustained progress since inception. He currently holds 3,16,619 equity shares representing 1.79% of the company's shareholding and attended all five Board meetings held in FY25.