Swelect Energy Systems Ltd Directors Report

Our Valued Shareholders,

Your Directors have pleasure in presenting the Thirty First Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the year ended 31 March 2026.

FINANCIAL HIGHLIGHTS

	Standalone		Consolidated
Sr. No. Particulars	For the year ended 31 March 2026	For the year ended 31 March 2025	For the year ended 31 March 2026	For the year ended 31 March 2025
1. Revenue from operations	37,613.21	43,134.11	65,712.33	62,167.11
2. Other income	3,541.05	5,143.02	3,608.20	4,694.37
3. Total Income	41,154.26	48,277.13	69,320.53	66,861.48
4. Total Expenditure (Excluding Finance cost, Depreciation and Amortisation)	33,157.84	39,827.77	50,571.34	52,478.87
5. Profit Before Finance cost, Depreciation and Amortisation and Tax	7,996.42	8,449.36	18,749.19	14,382.61
6. Finance Costs	3,177.23	3,278.88	6,121.89	5,702.65
7. Depreciation and Amortisation expense	1,675.73	1,528.39	4,876.28	4,317.00
8. Share of losses from joint venture	N.A.	N.A.	(3.40)	(3.18)
9. Profit /(Loss) Before Tax and exceptional items	3,143.46	3,642.09	7,747.62	4,359.78
10. Exceptional items#	190.88	-	190.88	-
11. Profit before Tax	2,952.58	3,642.09	7,556.74	4,359.78
12. Income Tax Expense	996.18	2,784.43	1,798.43	2,961.98
13. Net Profit /(Loss) after Tax	1,956.40	857.66	5,758.31	1,397.80
14. Other Comprehensive Income for the year, net of tax	(76.93)	13.13	1,300.96	1,217.80
15. Total Comprehensive Income/(Loss) for the year, net of tax	1,879.47	870.79	7,059.27	2,615.60
16. Final Dividend Proposed/Paid on Equity Shares	530.56	454.76	530.56	454.76
17. Equity Share Capital	1,515.88	1,515.88	1,515.88	1,515.88
18. Other equity	78,937.27	77,430.21	90,598.23	84,152.52
19. EPS (Rs.) - Basic	12.91	5.66	36.40	8.31
20. EPS (Rs.) – Diluted	12.89	5.66	36.36	8.31

#Refer Note no. 31 of the financial statements (standalone & consolidated)

STATE OF THE COMPANYS AFFAIRS

MAJOR LINE OF BUSINESS – Manufacturing

I. Solar PV Modules, TOPCon – N Type Modules II. String Combiners and Mounting structures III. Electrical Switch Boards (For Solar Projects) IV. Servo Stabilisers

MAJOR LINE OF BUSINESS – Projects & Services

I. Product Distribution through Channel Partners (Solar Power & Solar Water Pumping) II. Rooftop Solar Power Projects III. Ground Mounted/Utility scale Solar Power Projects (Turnkey EPC contracts) IV. Green Energy Generation - Independent Power Producer (IPP) and RESCO

V. BESS (Battery Energy Storage Systems) - Design and Implementation SWELECT is in the expansion phase both for product manufacturing by introducing new product lines and geographical reach by expansion at National level.

GENERAL REVIEW OF THE FINANCIAL PERFORMANCE OF THE COMPANY STANDALONE

During the year under review, the Company registered a turnover of Rs. 37,613.21 Lakhs, as compared to Rs. 43,134.11 Lakhs in the previous year, reflecting a decline of 12.80% on a year-on-year basis. However, the Company demonstrated a significant improvement in profitability, recording a Net Profit of Rs. 1,956.40 Lakhs during the year as against Rs. 857.66 Lakhs in the previous year, representing a robust growth of 128.11% over the preceding year. This was largely driven by focused cost control, leaner operations and improved business efficiencies during the year.

CONSOLIDATED

For the financial year under consideration, the Company reported a turnover of Rs. 65,712.33 Lakhs as against Rs. 62,167.11 Lakhs in the preceding year, posting a growth of 5.70% on a year-on-year basis. On the profitability front, the Company recorded a Net Profit of Rs. 5,758.31 Lakhs for the year under consideration as against Rs. 1,397.80 Lakhs in the preceding year, reflecting a substantial increase of 311.96% over the previous year. This strong performance reflects the combined efforts of the Group towards better resource utilisation, cost efficiency and sound business practices across operations.

DIVIDEND

The Board of Directors have recommended a final Dividend of Rs. 3.50 (Rupees Three and fifty paise only) per equity share [@ 35% on the Equity Share Capital of Rs. 15,15,87,600/- (Rupees Fifteen Crore Fifteen Lakhs Eighty Seven Thousand Six Hundred Only)], for the year ended 31 March 2026, subject to approval of the shareholders at the ensuing 31^st Annual General Meeting (AGM) of the Company. The outflow for the Company would be Rs. 530.56 Lakhs towards final dividend.

In accordance with the provisions of the Income Tax Act, 2025, dividend income is taxable in the hands of the shareholders, and the Company is required to deduct tax at source (TDS) at the prescribed rates at the time of payment of such dividend.

SHARE CAPITAL

As on 31 March 2026, the Authorized Share Capital of the Company is Rs. 72,50,00,000/- (Rupees Seventy Two Crores and Fifty Lakhs Only) divided into 7,25,00,000 (Seven Crores and Twenty Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

There was no change in the issued, subscribed and paid-up equity share capital of the Company during the year under review. As on 31 March 2026, the issued, subscribed and paid-up equity share capital stood at Rs. 15,15,87,600/- (Rupees Fifteen Crores Fifteen Lakhs Eighty Seven Thousand and Six Hundred Only) divided into 1,51,58,760 (One Crore Fifty One Lakhs Fifty Eight Thousand Seven Hundred and Sixty) Equity Shares of

Rs. 10/- (Rupees Ten Only) each, fully paid up.

TRANSFER TO RESERVES

During the year, your Company has not proposed to transfer any amount to general reserve.

EMPLOYEE STOCK OPTION SCHEME

The shareholders of the Company at their meeting held on 25 July 2025, have approved 3,03,175 Options, when exercised, convertible into 3,03,175 equity shares of the Company ("ESOPs") under the SWELECT Employees Stock Option Scheme, 2025 to the eligible employees of the Company and its subsidiaries.

Out of 3,03,175 options, the Compensation Committee ("CC") of the Company has considered and approved the following grants:

I. At the meeting held on 24 December 2025, 2,84,700 employee stock options, when exercised would be convertible into 2,84,700 equity shares of the Company.

II. At the meeting held on 20 May 2026, 12,000 employee stock options, when exercised would be convertible into 12,000 equity shares of the Company.

Hence the total options granted under SWELECT Employees Stock Option Scheme 2025 till the date of this Report are 2,96,700 options.

The Plan has been formulated in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [SEBI (SBEB & SE) Regulations, 2021].

The statutory disclosures as mandated under the Companies Act, 2013 and SEBI (SBEB & SE) Regulations, 2021 Regulations and a certificate from Secretarial Auditors, confirming implementation of the Scheme in accordance with SEBI (SBEB

& SE) Regulations, 2021 and Members resolutions have been hosted on the website of the Company at https://swelectes. com/investors/esop-scheme.php. The same will also be available for electronic inspection by the Members during the AGM of the Company.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has Ten Wholly Owned Subsidiaries (out of which two are incorporated outside India), One Wholly Owned Step Down Subsidiary, Seven Subsidiaries and one Joint Venture (JV) as on the date of this report.

During the year under review, SWELECT Energy Systems Pte. Ltd. (SWELECT Singapore) a Wholly Owned Subsidiary of the company has entered into a Joint Venture and Incorporated:

I. GalaxyWatt Pte. Ltd. in Singapore with 50% Investment made by SWELECT Singapore and 50% by two individuals

II. SWELECT Fortify Pte. Ltd. in Singapore with 50% Investment made by SWELECT Singapore and 50% by FORTIFYGRID LLC, USA

Mr. R Chellappan, Whole-time Director and Vice-Chairman of the Company, was Nominated as Director on behalf of SWELECT Singapore in the above said Joint Venture Companies.

The Board of Directors at their meeting held on 21 May 2026, have reviewed the financial statements of the subsidiary companies.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, (as amended) a statement containing salient features of the financial statements of the Companys subsidiaries and Joint Venture in Form AOC-1 is being attached to the financial statements of the Company. This statement provides details of the performance and financial position of each subsidiary and the performance of the joint venture.

NEWLY INCORPORATED JOINT VENTURE

The Company has entered into a Joint venture with FortifyGrid LLC, USA and incorporated SWELECT FORTIFYGRID INDIA PRIVATE LIMITED on 18 March 2026. The joint venture has been established with a 50:50 equity participation structure, with an initial investment of Rs. 5,00,000/- (Rupees Five Lakhs Only) comprising of 50,000 Equity shares of Rs. 10/- each by the Company and FortifyGrid LLC, USA.

The objects of the new Joint Venture include design, develop, undertake the jobs of engineering, procurement, commissioning, operation and maintenance of renewable energy based power generating systems, to create and design cutting-edge battery storage products (hardware and software) for residential, commercial, industrial and utility-scale use, off-site construction and project management of Battery Energy Storage Systems (BESS). The Company is exploring various strategic opportunities to commence its business activity.

CHANGE IN THE STATUS OF WHOLLY OWNED SUBSIDIARY

During the year under review, the status of one of the Wholly Owned Subsidiary "ESG Green Energy Private Limited" was changed to Subsidiary, consequent to the investment made by the third party investors under Group Captive Scheme.

DEPOSITS

The Company did not accept any public deposits as defined under Chapter V of the Companies Act, 2013 (the Act) during the year.

DIRECTORS OR KEY MANAGERIAL PERSONNEL

• The Shareholders at the Annual General Meeting held on 25 July 2025 have appointed Mrs. Uma Prakash (DIN: 03206624) as a Non-Executive, Independent Director of the Company to hold office for a first term up to 5 (Five) consecutive years with effect from 30 May 2025.

• The shareholders through postal ballot on 15 November 2025 have approved the Change in Designation and Appointment of Mr. R. Chellappan (DIN: 00016958) from Managing Director to Whole-time Director and Vice-Chairman of the Company for a period of 5 years with effect from 04 September 2025.

• The shareholders through postal ballot on 15 November 2025 have approved the appointment of Dr. Arulkumar Pudur Shanmugasundaram (DIN: 08371976) as the Chief Executive Officer and Managing Director for a period of 5 years with effect from 04 September 2025.

• Mr. A Balan (DIN: 00017091) who was reappointed as Whole-time Director (Joint Managing Director) for a period of Five years with effect from 03 October 2025 by the shareholder at their Annual General Meeting of the Company held on 25 July 2025 was re-designated and appointed as Whole-Time Director of the Company for a period of 5 years with effect from 04 September 2025 by the Shareholders of the Company through postal ballot on 15 November 2025.

• During the year under review, Mr. Gnanasekar Sukumar Samuel (DIN: 05284689) completed his second consecutive term as an Independent Director on 27 July 2025. He was appointed by the Board of Directors as an additional director (Non-Executive, Non-Independent) with effect from 04 September 2025 and was regularized and appointed as a Non-Executive, Non-Independent Director of the Company by the Shareholders through postal ballot on 15 November 2025.

• Mr. K.V. Nachiappan (DIN: 00017182) Whole Time Director and Mrs. Jayashree Nachiappan (DIN: 03173327) Non- Executive, Non-Independent Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended the same.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE _INCLUDING THE PROFICIENCY_ OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the year under review, based on the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on 30 May 2025 has appointed Mrs. Uma Prakash (DIN: 03206624) as an Independent Director of the Company for a period of five years (first term) with effect from 30 May 2025.

Mrs. Uma Prakash is a Chartered Accountant and a certified Fraud Examiner with more than 2.5 decades of experience in the areas of internal audit, forensic investigations and corporate governance. She started her career with EY and moved on to practice independently and currently associated with JCSS (a large tier 2 firm pan India and overseas) as an Advisor.

She is actively involved with the Institute of Internal auditors (IIA) which is an international body and was nominated to the All India Council and became the first woman President of IIA India. She continues to be part of IIA as a management committee member.

Mrs. Uma Prakash possess appropriate Skills, Experience and knowledge in Finance, Law, Management and Corporate governance which will benefit the growth of the Company.

After taking into consideration of the above integrity, expertise and experience which are required for sustainable growth of the Company, the appointment of Mrs. Uma Prakash was approved by the shareholders at the 30^th Annual general meeting held on 25 July 2025.

Pursuant to the provisions of section 150 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time), the above Director had registered her details in the portal of Indian Institute of Corporate Affairs and has to complete an online proficiency test within the timeline as stipulated by Indian Institute of Corporate Affairs.

NUMBER OF BOARD MEETINGS

There were Nine meetings of the Board of Directors held during the FY 2025-26. The details are provided in the Corporate Governance Report that forms part of this Annual Report. The interval between any two Board Meetings was well within the maximum allowed gap of 120 days.

DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE AND ITS RECOMMENDATION

The details of Composition of Audit Committee along with its terms of reference are given in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has adopted the Vigil mechanism and the details are given in the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013.

The Company has established an Anti-Sexual Harassment Policy in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. As mandated by the Act, an Internal Complaints Committee

(ICC) has been duly constituted to address and resolve sexual harassment complaints. The policy extends to all categories of employees, including permanent, contractual, temporary and trainee staff.

To foster a safe and respectful workplace, the Company actively promotes awareness around Prevention of Sexual Harassment (POSH) through regular sensitisation programmes conducted for employees across all levels — including regular, contractual and trainee staff. Additionally, POSH awareness has been integrated into the induction programme to ensure that all new joiners are informed about the policy from the outset.

The members of the Committee are:

Corporate Office (Chennai):

Presiding officer:

Ms. Aarthi Balan

Members:

1. Ms. C. Preethy

2. Ms. Bindhu

3. Mr. R. Kalidasan

4. Ms. Sandhya Jaichandren - External Member from NGO

Plant (Idappadi):

Presiding officer:

Ms. Preetha Balan

Members:

1. Ms. P. Malathi

2. Ms. A. Kokilavani

3. Mr. P. Kathirvel

4. Ms. Sandhya Jaichandren - External Member from NGO.

The following is a summary of sexual harassment complaints received and disposed off during the year FY 2025-26.

No. of complaints of sexual harassment received in the year :	Nil
No. of complaints disposed off during the year:	Nil
No. of cases pending for more than ninety days:	Nil

CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING

The Company has implemented a Code of Conduct governing the duties and responsibilities of its Directors and Employees .

In addition, a separate Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons has also been adopted in compliance with the Securities and Exchange Board of India (SEBI) regulations on Prohibition of Insider Trading. This Code prohibits Designated Persons from trading in the Companys securities when in possession of Unpublished Price Sensitive Information (UPSI) or during the periods when the Trading Window remains closed.

In accordance with SEBI regulatory requirements, the Company maintains a software (Structural Digital Database) wherein the details of Directors, Promoters, designated persons and their immediate relatives including the members of the Audit team (statutory, internal, cost and secretarial auditors). This database is monitored by the Company on a periodic basis.

The intimation of trading window closure and handling of unpublished price sensitive information is being communicated to the above persons through the above software. The PAN of above persons will be frozen during the trading window closure period by the Stock Exchanges and Depositories based on the details given by the Company to prevent the insider trading.

The Code of conduct of Board of Directors and Senior Management Personnel and Code for regulation, monitoring and reporting of Insider Trading by Designated Persons are made available in the Companys website www.swelectes.com under investors page.

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) were reappointed as Statutory Auditors of the Company at the 27^th AGM held on July 28, 2022, for a period of five years commencing from the conclusion of 27^th AGM (2022) till the conclusion of 32^nd AGM (2027).

STATUTORY AUDITORS REPORT

The Statutory Auditors in their report for the FY 2025-26, have given an unmodified opinion on the financial statements of the Company and the same is being attached to this report.

SECRETARIAL AUDIT REPORT

At the 30^th Annual General Meeting held on 25 July 2025, the shareholders appointed M/s. KRA & Associates, Practicing Company Secretaries, Chennai, as the Secretarial Auditors of the Company for a term of five consecutive years, from FY 2025-26 to FY 2029-30, to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, The Secretarial Auditors Report given by KRA & Associates for the FY 2025-26 is being attached as a part of this

Report as Annexure - 1. There were no qualifications made by the Secretarial Auditor in their Report.

COST RECORDS AND COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of certain products of the Company and accordingly the Cost Accounting Records are maintained by the Company and audited as required. Further, the Company has completed the filing of Cost Audit Report, with the Ministry of Corporate Affairs, for the FY 2024-25 in eXtensible Business Reporting Language (XBRL) format.

M/s. Ravichandran Bhagyalakshmi & Associates, Cost Auditors of the Company will submit their report for the FY 2025-26 within the time limit stipulated in the Companies (Cost Records and Audit) Rules, 2014.

The Board, based on the recommendation of the Audit Committee, has appointed M/s. Ravichandran Bhagyalakshmi & Associates, Cost Accountants (Firm Registration No. 001253) as the Cost Auditors for the FY 2026-27. M/s. Ravichandran Bhagyalakshmi & Associates, Cost Auditors, being eligible, have consented to act as the Cost Auditors of the Company for the FY 2026-27 for a remuneration of Rs. 1,50,000/- (excluding applicable taxes and reimbursement, if any). The remuneration of the Cost Auditor is subject to ratification by the members of the Company in the ensuing AGM.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year ended 31 March 2026, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo forms part of this report and is given as Annexure - 2.

ANNUAL RETURN

The Annual Return of the Company for the FY 2025-26 is due to be filed with the Ministry of Corporate Affairs within 60 days from the date of AGM scheduled to be held on 31 July 2026 and the same will be made available on the website of the Company www.swelectes.com under investors page.

The Annual Return of the Company for the previous year (2024-25) is available on the Companys website www.swelectes.com under web link https://swelectes.com/investors/financial-information/annual-return.php.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The details of development and implementation of risk management policy are provided in the Corporate Governance Report which forms a part of this Annual report.

CORPORATE SOCIAL RESPONSIBILITY

The Company undertakes "Corporate Social Responsibility" (CSR) initiatives directly / through implementing agency to the public for improving the quality of life which includes education, healthcare and sanitation, imparting vocational skills and Livelihood enhancement projects etc. During the year FY 2025 - 26, the Company has contributed funds to the society for their betterment and the Company will undertake newer CSR initiatives in the years to come.

The Annual Report on CSR Activities in the prescribed format is given in the Annexure - 3.

Details of composition of the CSR Committee, number of meetings held during the year and other particulars are given in the Corporate Governance Report which forms a part of this Annual Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with Related Parties were in the ordinary course of business and at arms length basis.

The disclosure required u/s 134 (3) (h) of the Companies Act, 2013 in form AOC-2 is being annexed to this Report as

Annexure - 4.

The Policy on materiality of Related Party Transactions and on dealing with related party transactions approved by the Board can be accessed on the Companys website www.swelectes.com under investors page https://swelectes.com/pdf/policies/RPT%20Policy.pdf

Members may refer to the notes to the financial statements which sets out related party disclosures for the current and previous financial years.

SIGNIFICANT AND MATERIAL ORDERS

During the year there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report which forms a part of this Annual report.

ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME

The Nomination and Remuneration Committee has evaluated the performance of all Directors of the Company at its meeting held on 13 February 2026 and was satisfied with the same. The Board at its meeting held on 13 February 2026 carried out an annual evaluation of its own performance, the directors and committees of the Board based on the guideline formulated by the Nomination and Remuneration Committee. The broad parameters considered during the evaluation process include the Board composition, quality and timely flow of information, frequency of meetings and level of participation in discussions etc. The Board of Directors conveyed their satisfactory opinion on the above evaluation.

Further, during the year the Independent Directors of the Company met on 9 March 2026 to review the performance of Non-Independent Directors, Chairperson of the Board and the Board of Directors as a whole. The Independent Directors had conveyed their satisfactory opinion with regard to review and access of details as stated above.

The Independent Directors of the Company are being familiarised by the management and outside professional experts at frequent intervals with regard to nature of the business, business model, their roles, rights and responsibilities and other relevant information to the Company. The details of the familiarisation programmes attended by the Independent Directors are available on the website of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year, i,e., 31 March 2026 and the date of this report i,e., 21 May 2026.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the Accounting Standards specified under Rule 3 and 4 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended) to the extent applicable, in the preparation of the financial statements.

CORPORATE GOVERNANCE CERTIFICATE

A report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is being attached to this Report.

A Compliance Certificate from Mr. R. Kannan, Senior Partner of M/s. KRA & Associates, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid regulation is also annexed to this report as Annexure - 5.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, your directors confirm that: (a) in the preparation of the annual accounts for the year ended 31 March, 2026, the applicable accounting standards had been followed and that there are no material departures from the same; (b) 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 financial year and of the profit of the company for that period; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared the annual accounts on a going concern basis; (e) 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; and (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143_12_ OF THE COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company by its officers and employees had been noticed or reported during the year ended 31 March 2026.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Independent Directors of the Company have given a declaration to the Company that they qualify the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Board, based on the recommendation of the Nomination and Remuneration Committee, had formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is given in Annexure - 6. The same is also available on the Companys website under a web link : https://swelectes.com/pdf/policies/NRC-Policy.pdf

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014, the required details are given in

Annexure - 7.

MATERNITY BENEFITS

The Company has complied with all the applicable provisions relating to the Maternity Benefits Act, 1961, during the year ended 31 March 2026.

SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India during the year ended 31 March 2026.

OTHER CONFIRMATIONS

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

i. There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review;

ii. There are no instances of onetime settlement with any Bank or Financial Institutions.

ACKNOWLEDGEMENT

Your Board places on record its deep appreciation to all the employees for their hard work dedication and commitment. The Board appreciates the support and co-operation received from the Government of India, State Governments, Banks, Suppliers, Employees, Customers and Vendors, whom your company looks upon as its valued partners in the path of progress. Your Directors also wish to place on record their appreciation for the valuable services rendered by Depositories, Stock Exchanges, Professionals and the Registrar to an Issue and Share Transfer Agent. Your Directors thank all valuable Investors who have been with the Company all these years and are also very much pleased to welcome all the new Investors and thank them for their continued patronage and confidence reposed in the Management.

		For and on behalf of the Board of Directors
	Sd/-	Sd/-
	ARULKUMAR PUDUR	R. CHELLAPPAN
	SHANMUGASUNDARAM
Place: Chennai	CEO and Managing Director	Whole-time Director and Vice-Chairman
Date: 21 May 2026	DIN: 08371976	DIN: 00016958