Shri Ram Switchgears Ltd Directors Report

BOARDS REPORT

To

The Members,

Shri Ram Switchgears Limited

(Company under Corporate Insolvency Resolution Process till NCLT Order dated 08^th May, 2026)

The Company is pleased to present the 40th Annual Report with the Audited Financial Statement of your company for the financial year ended on March 31, 2026.

STATE OF AFFAIRS OF THE COMPANY

The National Company Law Tribunal ("NCLT"), Indore Bench, vide its order dated February 29, 2024 ("Insolvency Commencement Date & NCLT Order") had admitted the application for initiation of Corporate Insolvency Resolution Process ("CIRP"). Upon the commencement of CIRP, in pursuant to the Section 17(1)(b) of the IBC 2016, the power of Board of Directors stands suspended and be exercised by the interim resolution professional. Pursuant thereto, Mr. Rakesh Kumar Jindal (IP Registration No. IBBI/IPA-002/IP-N01148/2021-2022/13963) was appointed as Interim Resolution Professional ("IRP").

Later on, the Committee of Creditors with the approval of the NCLT Indore bench via order dated 17.12.2024 appointed Mr. Navin Khandelwal having IBBI registration no. IBBI/IPA-001/IP-P00703/2017-18/11301as RP of the corporate debtor.

Further, on 08^th May 2026, Honble NCLT passed an order for approving the Resolution Plan and pursuant to the same, for the implementation of the Resolution plan, a Monitoring Committee was established.

Members may kindly note that, the Monitoring Committee was not in office for the period to which this report primarily pertains. During the CIRP period the Resolution Professional was entrusted with the management of the Company.

FINANCIAL RESULTS

Your Companys performance for the financial year ended 31^st March, 2026 as compared to the previous year is as below:

		(Rs. in Thousand)
PARTICULARS	Year Ended 31.03.2026	Year Ended 31.03.2025
Revenue from Operations	19,284.67	21,090.86
Other Income	1,255.18	17,392.06
Earning before, Interest, Tax, Depreciation and Amortization (EBITDA)	20539.85	38,482.92
Less: Finance Cost	17.98	13,880.32
Less: Depreciation	1,496.06	1,867.24
Other Expenses	6319.45	29208.71
Total Expenses	30,578.00	44,956.27
Profit/(Loss) before exceptional items and tax (PBET)	(10,038.15)	(6,473.35)
Exceptional item	242.55	54.45
Profit/(Loss) before tax (PBT)	(10,280.70)	(6,527.80)
Tax Expenses	62.38	47.38
Profit/(Loss) after Taxation (PAT)	(10,343.08)	(6,575.18)
Earnings Per Share	(1.03)	(0.66)

FINANCIAL HIGHLIGHTS

During Rs.he year under review, Rs.he Rs.urnover of Rs.he Company is Rs.19,284.67 Rs.housand. Rs.he financials depicting loss in Rs.he company. Rs.he loss before Rs.ax is of Rs.10,280.70 Rs.housand as against loss of Rs.6,527.80 Rs.housand for Rs.he previous financial year. Rs.he loss after Rs.ax is of Rs.10,343.08 Rs.housand as against loss of Rs.6,575.18 Rs.housand for Rs.he previous financial year.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

Considering the financial losses incurred by the Company and the fact that the Company is undergoing Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016, the Company did not propose any dividend to the shareholders for the financial year ended March 31, 2026.

TRANSFER TO RESERVES

During the year under review, since the company has reported losses, no amount has been transferred to any reserves during then financial year under report.

UNPAID DIVIDEND AND TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount which was required to be transferred to Investor Education and Protection Fund.

SHARE CAPITAL

During the year under review, there was no change in issued and paid-up share capital of the company.

SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review, the company does not have any subsidiary and associate companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board of Directors shall not be applicable during the CIRP Period in respect of a Company as affairs managed by Resolution Professional/Liquidator. However, the details of the Suspended Board of Directors are as follows:

S. No.	Name of Director	Category
1.	Mr. Devraj Jhalani	Whole time Director
2.	Mr. Rohit Kumar Jhalani	Whole time Director
3.	Mr. Nilesh Kumar Jhalani	Managing Director
4.	Ms. Sapna Jhalani	Director
5.	Mr. Atul Krishna Khandelwal	Independent Director
6.	Mr. Mudit Gupta	Independent Director
7.	Naresh Kumar Jhalani	Chief Financial Officer

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, the Executive Directors is liable to retire by rotation and being eligible seeks re-appointment. However, during this year, Company was in CIRP, and there is no Board of Directors, this requirement is not applicable.

Further, after the closure of the Financial Year but as on the date of this Boards Report, the Monitoring Committee in its meeting held on September 7, 2026 had appointed the following Directors in the Company:

S. No. Name of the Director	DIN	Designation
1. Mr. Anjul Choudhary	08752405	Whole Time Director
2. Mr. Anurag Surana	10048929	Non Executive Non- Independent Director
3. Mr. Manoj Dube	11567542	Non Executive
		Independent Director
4. Mrs. Alheena Khan	11716207	Non Executive Independent Director

The Monitoring Committee has proposed the regularization of the appointments of the above mentioned Directors in the ensuing Annual General Meeting to be held on September 30, 2026.

INDPENDENT DIRECTOR

During the financial year, the Company was undergoing the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016. Consequently, the powers of the Board of Directors stood suspended and were exercised by the Resolution Professional in accordance with the provisions of the Code.

The Independent Directors continued to hold office, subject to the applicable provisions of law; however, the Board did not function during the CIRP. Necessary compliances relating to declarations from Independent Directors under Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be undertaken by the reconstituted Board, wherever applicable, in accordance with law.

BOARD EVALUATION

Pursuant to the commencement of the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors stood suspended during the relevant period and were exercised by the Resolution Professional in accordance with the provisions of the Code.

Accordingly, the provisions relating to the annual performance evaluation of the Board of Directors, its Committees and individual Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable during the period in which the Company remained under the CIRP. Consequently, no performance evaluation of the Board, its Committees or the Directors was carried out for the financial year under review.

Upon implementation of the approved Resolution Plan and reconstitution of the Board of Directors, the Company shall undertake such evaluations in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination, Remuneration and Evaluation Policy is attached herewith marked as Annexure - VI.

BOARD MEETINGS

During the financial year under review, the Company was undergoing Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"). Pursuant to Section 17 of the IBC, the powers of the Board of Directors stood suspended and were exercised by the Resolution Professional.

Accordingly, the affairs of the Company were managed by the Resolution Professional during the CIRP period.

AUDIT COMMITTEE

Pursuant to the commencement of the Corporate Insolvency Resolution Process ("CIRP") of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"), the powers of the Board of Directors stood suspended and were exercised by the Resolution Professional.

There was no change in the constitution of the Audit Committee during the year under review. No meeting of the Audit Committee was held during the financial year ended March 31, 2026.

The constitution of the Audit Committee was as under:

1. Mr. Atul Krishna Khandelwal

2. Mr. Mudit Gupta

3. Mr. Nilesh Kumar Jhalani

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the commencement of the Corporate Insolvency Resolution Process ("CIRP") of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"), the powers of the Board of Directors stood suspended and were exercised by the Resolution Professional.

There was no change in the constitution of the Nomination and Remuneration Committee during the year under review. No meeting of the Nomination and Remuneration Committee was held during the financial year ended March 31, 2026.

The constitution of the Nomination & Remuneration Committee (NRC) was as under:

1. Mr. Atul Krishna Khandelwal

2. Mr. Mudit Gupta

3. Ms. Sapna Jhalani

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the commencement of the Corporate Insolvency Resolution Process ("CIRP") of the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC"), the powers of the Board of Directors stood suspended and were

Exercised by the Resolution Professional.

There was no change in the constitution of the Stakeholder Relationship Committee during the year under review. No meeting of the Stakeholder Relationship Committee was held during the financial year ended March 31, 2026.

The constitution of the Stakeholder Relationship Committee (NRC) was as under:

1. Mr. Atul Krishna Khandelwal

2. Mr. Mudit Gupta

3. Ms. Sapna Jhalani

RESOLUTION PROFESSIONAL/ DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the commencement of the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors of the Company stood suspended during the relevant period and were exercised by the Resolution Professional in accordance with Section 17 of the Insolvency and Bankruptcy Code, 2016.

Accordingly, the affairs of the Company during the CIRP were managed by the Resolution Professional, and the Directors were not in a position to discharge the responsibilities prescribed under Section 134(5) of the Companies Act, 2013 for the period during which the Company remained under the CIRP.

The accompanying financial statements for the financial year under review have been prepared on the basis of the books of account, records and information maintained by the Company and have been considered and approved by the Resolution Professional during the CIRP and, subsequent to the approval of the Resolution Plan by the National Company Law T ribunal, are being presented through Resolution Professional along with the Monitoring Committee in accordance with the approved Resolution Plan and applicable law.

Subsequently, the Resolution Plan submitted by Prakash Asphaltings and Toll Highways (India) Limited was approved by the Honble NCLT and the Company was acquired by the Resolution Applicant. Accordingly, the Company has now come out of CIRP vide Honble NCLT order dated 08/05/2026 and currently is being operated by the Implementation Committee in accordance with the approved Resolution Plan.

Pursuant to the implementation of the Resolution Plan, the Implementation Committee has approved the necessary compliance measures to ensure proper maintenance of records and timely submission of data, returns, e-forms and reports to the concerned statutory and regulatory authorities.

The Implementation Committee has also in their Meeting held on 12^th August, 2026 authorized Mr. Nilesh Kumar Jhalani part of the old management to sign and file the necessary e-forms with the Registrar of Companies (ROC) and to undertake and complete such other statutory filings, submissions and compliances as may be required on behalf of the Company.

The Company and its perspective new management are making their best efforts to ensure proper data submission, reporting and compliance with all applicable rules, regulations and statutory requirements. Any difficulty in collating historical information may kindly be considered in the background of the financial distress, CIRP proceedings and subsequent change in management.

The Implementation Committee is also committed in taking all necessary steps in the best interest of the Company and its stakeholders and to ensuring compliance with the applicable laws and regulatory requirements.

REALTED PARTY TRANSACTIONS

All related party transactions entered into by the company during the year were on an arms length basis and in the ordinary course of business. During the year no transaction was entered into by the company with key managerial personnel. The company did not enter into any related party transactions which were in conflict with its interest.

Statement of transaction with related parties in summary form are periodically placed before the audit committee and are approved by committee, in compliance with Section 134 (3) (h) of the Act and rule 8 (2) of companies (Accounts) Rules, 2014. Particulars of Related Party transactions are given in form of AOC-2 as Annexure I to this report.

RISK MANAGEMENT

During the financial year under review, the Company was undergoing the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016. Pursuant to the commencement of the CIRP, the powers of the Board of Directors stood suspended and were exercised by the Resolution Professional in accordance with the provisions of the Code.

Accordingly, the Board did not undertake its customary oversight of the Companys risk management framework during the period of the CIRP. The Resolution Professional managed the affairs of the Company and addressed operational, financial, legal and regulatory risks as part of the CIRP and in accordance with the applicable provisions of the Insolvency and Bankruptcy Code, 2016.

Following the approval of the Resolution Plan by the National Company Law Tribunal and the reconstitution of the Board of Directors in terms of the approved Resolution Plan and applicable law, the Company shall review and strengthen its risk management framework and governance processes, as considered appropriate.

COST AUDIT

The Company does not fall under the category prescribed under sub-section (1) of Section 148 of the Act and Rules 3, 4 of the Companies (Cost Records and Audit) Rules, 2014 (as amended from time to time) to which the requirements of maintenance of Cost Records and the requirement of Cost Audit is applicable.

CORPORATE SOCIAL RESPONSIBILITY

As the company does not fall into any of the categories mentioned under the provisions of Section134 (3) (o) read with Section 135 and Rule 9 of Companies (Accounts) Rules, 2014, the provisions related with Corporate Social Responsibility are not applicable to the company.

AUDITORS

(a) Statutory Auditors

Before the commencement of CIRP, M/s Palak & Associates, Chartered Accountants, were appointed as statutory auditors for a period of 5 years from the conclusion of 36th Annual General Meeting till the conclusion of 41^st Annual General Meeting.

However, after the commencement of CIRP, pursuant to the powers vested with the Resolution Professional under Sections 17, 23 of the IBC Act, the Resolution Professional in consultation with the CoC in the CoC meeting held on January 15th, 2025 appointed M/s. Mehta Garg & Dhanuka, Chartered Accountants, Indore as the Statutory Auditors of the Company who shall hold the office as statutory auditor from the FY 2023-24 till the conclusion of the Annual General Meeting to be held in the financial year 2027-28. And, in the 38^th Annual General Meeting the shareholders approved their appointment till the financial year 2027-28.

(b) Secretarial Auditor

Pursuant the provision of the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personal) Rules, 2014, the board appointed CS Shweta Garg, Practicing Company Secretary, Indore to conduct Secretarial Audit of the Company for the financial year 2025-2026. The Secretarial Audit report in Form MR 3 is attached as Annexure V and forms part of this report.

(c) Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company had appointed CA Mahak Kakani, Chartered Accountant, Ratlam as internal auditor of the company. The purpose of internal audit is to examine that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The internal auditors review the adequacy and efficiency of the key internal controls guided by the Audit Committee.

EXPLANATION OR COMMENTS ON AUDITORS REPORT

The observations/qualifications/disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2026, read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The members are required to take note that the Auditors in their Audit Report had given an adverse opinion on the following matters:

a. CIRP Status and Approval of Resolution Plan

b. Basis of Non-Adjustment/Non-recognition of Effects of the Approved Resolution Plan

c. Non-Valuation of Assets/Liabilities.

d. Unaccounted claims under CIRP

e. Non-recognition of interest and penal charges debited by secured financial creditors — T11,79,33,247

f. Inventory Valuation Uncertainty

g. Unconfirmed Balances

h. Non-Provisioning of Gratuity

i. TDS non-compliance

j. Non Compliance of payment of Payment of Bonus Act, 1965

k. Non Payment of PF/ESIC

l. Settlement of Bank Loan

m. Non-Provision of Interest to MSME Creditors

n. Material Uncertainty related to going concern

Further, the Secretarial Auditors in its Secretarial Audit Report had also given various qualifications including but not limited to non-filing of statutory forms, non-updation of the website of the Company, non-disclosure on the Stock Exchanges etc.

The Committee has carefully considered the qualifications, reservations and observations made by the Statutory Auditors and the Secretarial Auditors in their respective Audit Reports.

The Committee wishes to clarify that the majority of the qualifications and observations pertain to the period during which the Company was undergoing the Corporate Insolvency Resolution Process ("CIRP") under the provisions of the Insolvency and Bankruptcy Code, 2016. During the CIRP, the powers of the Board of Directors stood suspended and the management and affairs of the Company were vested in and exercised by the Resolution Professional in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016. Consequently, several statutory and regulatory compliances were impacted due to the financial constraints, operational challenges and legal framework governing the CIRP.

Subsequently, the Honble National Company Law Tribunal, Indore Bench, vide its order dated May 8, 2026, approved the Resolution Plan submitted by the Successful Resolution Applicant. Pursuant to the said order, the Company is presently in the process of implementation of the approved Resolution Plan under the supervision of the Monitoring Committee constituted in accordance with the Resolution Plan.

The Committee further notes that the observations made by the Auditors are largely historical in nature and relate to events and circumstances prevailing during the CIRP period. The Company has already initiated appropriate corrective and compliance measures, and the management, in consultation with the Monitoring Committee, is taking necessary steps to regularize pending statutory and regulatory compliances, wherever applicable, and to strengthen its internal compliance framework. The Board is committed to ensuring full compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws going forward.

REPORTING OF FRAUD BY STATUTORY AUDITORS

There was no fraud in the Company, which was required to be reported by statutory auditors of the Company under sub- section (12) of section 143 of Companies Act, 2013 during the financial year.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 134 (3) (m) read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure III.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.shriramswitchgears.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not granted any loans, guarantee or investment during the year. Details of short term Loans and advances are as per Note No. 17 to the Balance sheet.

LOAN FROM DIRECTORS

During the financial year under review, the Company has taken a loan from Mr. Rohit Kumar Jhalani, Promoter and Whole Time Director and Mr. Devraj Jhalani, Promoter and Whole time Director of the Company and thus both has given the declaration in writing to the Company stating that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. Accordingly, the following amount is excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014: -

Name of Director giving loan	Amount outstanding as on March 31, 2026 (Amount in Thousands)
Mr. Rohit Kumar Jhalani	Rs. 2250

Further, the shareholders are informed that the entire loan taken from the Director was repaid during the financial year and as on March 31, 2026, NIL balance is being reflected.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") on Meetings of the Board of Directors and General Meetings.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the financial year under review, the Company was undergoing the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016. Pursuant to the commencement of the CIRP, the powers of the Board of Directors stood suspended and were exercised by the Resolution Professional in accordance with the provisions of the Code.

The Company continued to maintain internal control systems and processes commensurate with the nature, size and complexity of its business. During the CIRP, the affairs and operations of the Company were managed under the supervision of the Resolution Professional, who oversaw the Companys operations and financial affairs in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

The statutory auditors have considered the internal control environment in connection with their audit of the financial statements for the financial year under review. The observations of the statutory auditors, if any, are dealt with in the relevant sections of this Report and the financial statements.

Following the approval of the Resolution Plan by the National Company Law Tribunal and the reconstitution of the Board of Directors, the Company shall continue to review and strengthen its internal control framework, as considered appropriate, in accordance with applicable laws.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide a mechanism for directors, employees and other stakeholders, as applicable, to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct.

During the financial year under review, the Company was undergoing the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016. Pursuant to the commencement of the CIRP, the powers of the Board of Directors stood suspended and were exercised by the Resolution Professional in accordance with the provisions of the Code.

The Vigil Mechanism/Whistle Blower Policy continued to remain in force during the CIRP. Any concerns or complaints received during the period were dealt with in accordance with the applicable provisions of law and the Companys policies, under the supervision of the Resolution Professional, as applicable.

Following the approval of the Resolution Plan by the National Company Law Tribunal and the reconstitution of the Board of Directors, the oversight of the Vigil Mechanism shall be undertaken by the reconstituted Board and the Audit Committee, wherever applicable, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DEPOSITS

As the company has not accepted any deposits covered under Chapter V of the Act, the details in terms of Section 134 (3) (q) of the Companies Act, 2013 read with Rule 8 (5) (v) and (vi) of the Companies (Account) Rules, 2014 are nil. The unsecured loan as is appearing in the balance sheet are the amount which are brought in by the promoters and their relatives in pursuant to the stipulation imposed by the financing banks and the same shall not be treated as deposits in terms of provisions of Rule 2 (c) (XIII) of Companies (Deposit) Rules, 2014.

PARTICULARS OF EMPLOYEES

The Company did not have any employee of the category mentioned in Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) & (3) of the Companies Appointment and remuneration) Rules, 2014 as Amended and forming part of the Directors Report for the Financial Year ended March 31, 2026.

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of this report at Annexure - II.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

The details of applications/petitions filed under the Insolvency and Bankruptcy Code, 2016 (IBC) by/ against the Company are as under:

S. No	Particulars of Creditor	Type of Creditor	Forum before which the matter is/was pending.	Amount Involved (in	Status as on date of this report
1.	Small Industries Development Bank of India (SIDBI)	Financial	NCLT	3,13,33,695/-	Admitted

The shareholders are further informed that as on the date of this report, the Company is no longer under CIRP and the Honble NCLT has approved the Resolution Plan vide its order dated May 8, 2026

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 2025-26, as stipulated under Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure V forming part of this Annual Report, and gives detail of overall industry structure, developments, performance and state of affairs of the Companys operations during the year.

During the under review, the Company is under CIRP, the power of the board was suspended and affairs of the Company was managed by Resolution Professional. Hence, management and discussion analysis is not applicable during this year.

MATERIAL CHANGES AND COMMITMENTS

There has been no material change or commitment affecting the financial position of the Company between the end of the financial year of the Company, i.e., March 31, 2026, and the date of this Report, except that pursuant to the admission of Company Petition No. CP(IB)/22(MP)2023 filed by Small Industries Development Bank of India under Section 7 of the Insolvency and Bankruptcy Code, 2016 by the Honble National Company Law Tribunal, Indore Bench vide its Order dated February 29, 2024, the Corporate Insolvency Resolution Process ("CIRP") of the Company was initiated. Subsequently, the Honble National Company Law Tribunal, Indore Bench in its order dated May 8, 2026 has approved the Resolution Plan submitted in respect of the Company, and the CIRP has been concluded in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

COMPLIANCE REGARDING MATERNITY BENEFIT ACT, 1961

The Company has complied with the Maternity Benefit Act, 1961, to the extent applicable.

DISCLOSURE UNDER SECTION 43fa)fii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54f1)fd) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62mfb) OF THE COMPANIES ACT.2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 67f3) OF THE COMPANIES ACT. 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014is furnished.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

During the year there was no such case.

SIGNIFICANT AND MATERIAL ORDERS

No significant or material orders are passed during the financial year by the regulators or courts or tribunals which might impact the going concern status and companys operation in future.

However, a case was filed by Small Industries Development Bank of India (SIDBI) with Honble Indore Bench of NCLT under Section 7 of IBC, 2016. The application is admitted by the Honble Indore Bench of NCLT on February, 29, 2024.

Further as on the date of this report, the Company is no longer under CIRP and the Honble NCLT has approved the Resolution Plan vide its order dated May 8, 2026.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

The Company has not made any disclosure under clause 5A of paragraph A of Part A of Schedule III of these regulations.

PARTICULARS OF SENIOR MANAGEMENT INCLUDING THE CHANGES THEREIN SINCE THE CLOSE OF THE PREVIOUS FINANCIAL YEAR

No such change during the reporting Period.

ACKNOWLEDGEMENTS

Your Company convey a sense of high appreciations to all the employees of the company for their hard work, dedication continued commitment and significant contributions. Your Company is grateful to acknowledge the support and cooperations received from various departments of the Central and State Governments, shareholders, business associates, analysts, banks, Financial Institutions, customers, distributors and suppliers.

	For Shri Ram Switchgears Limited
	Sd/-	Sd/-
	Anjul Choudhary Whole	Anurag Surana
Place: Indore	Time Director	Director
Date: 07/09/2026	DIN:08752405	DIN:10048929