Switching Technologies Gunther Ltd Directors Report

To

The Members,

The Board of Directors of your Company take pleasure in presenting the 38th Annual Report together with the Audited Financial Statements for the financial year ended 31st March 2026.

(Amount in lacs)

Particulars	Year ended 31.03.2026	Year ended 31.03.2025
Sales and other Income	826.34	773.23
Expenses	1781.38	1442.91
Profit before taxation and exceptional item	(955.03)	(668.97)
Exceptional item (Gain)	(1610.25)	-
Profit before taxation after exceptional item	655.22	(668.97)
Provision for taxation-Current tax	-	-
Deferred tax	-	-
Profit / (Loss) after taxation and exceptional item	655.22	(668.97)

PERFORMANCE OF THE COMPANY

The Sales and Other Income during the year increased to Rs. 826.34 lakh in the FY ending 31st March 2026 compared to Rs.773.23 lakh during the FY ended 31st March 2025. Your company has earned a profit of Rs.655.22 lakh for the FY ending 31st March 2026. Your company had an exceptional income during Q4 of FY 2025-26 representing the write back of credit and certain debit balances in respect of purchase of raw materials, consumables etc. payable to Group Companies and towards sales to Group Companies amounting to INR 1610.25 Lakhs.

DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of the provisions of Companies Act 2013 and Companies (Acceptance of Deposits) Rules, 2014. As on 31st March 2026 the Company did not have any outstanding Public Deposit.

DIVIDEND AND TRANSFER TO RESERVES

Considering the growth plans and the consequential need to conserve resources, the directors have decided not to recommend any dividend for the financial year 2025-26. The directors also do not recommend any transfer to reserves.

MANAGEMENT DISCUSSION AND ANALYSIS

The details pertaining to the Management Discussion and Analysis have been given as Annexure A forming part of the Annual Report.

FUTURE PROSPECTS/FINANCIAL POSITION

It has been a difficult year as the operations of the Company were still affected due to insufficient business orders. The prices of the main raw materials had increased particularly Gold and Rhodium whose prices had increased manifold and in fact skyrocketed but the Company could not pass on the proportionate increase in sale prices to the end consumer. The Company is also undergoing several cost cutting measures to bring down the losses. The Company believes it to be a temporary phenomenon, and the Management is confident of reviving the company and the ability to continue as a going concern.

MANUFACTURING FACILITIES

The company is into the manufacturing of electronic components Reed Switches, Proximity Sensors, Ball Switches, etc.

In this regard the specialist machinery like automatic sealing machines called as Badalex and semi-automatic Sealing machines, Bihler Press, automatic and manual Plating line besides ancillary equipments are used in various process departments.

RESEARCH & DEVELOPMENT

No significant Research and Development activities were carried out during the year. However, certain R&D activities were undertaken in the Badalex and Semi-automatic departments to keep pace with technological developments.

CAPITAL STRUCTURE

During the year under review, the Authorized Share Capital of the Company is Rs. 6,00,00,000/- (Rupees Six Crores) consisting of 60,00,000 (Sixty Lacs) Equity Shares of Rs.10/- (Rupees Ten) each.

The Paid-up Share Capital is Rs. 3,43,17,800/- (Rupees Three Crore Forty-Three Lakhs Seventeen Thousand Eight Hundred) consisting of 34,31,780 (Thirty-Four lakhs Thirty-One Thousand Seven Hundred Eighty) Equity Shares of Rs.10/- (Rupees Ten) each.

*Subsequent to the close of the financial year, authorised share capital was increased from ?6 crore to ?30 crore pursuant to shareholders approval at EGM held on 1st August 2026.

ANNUAL RETURN

The Annual Return for the financial year 2025-26 as provided under Section 92 of the Act will be available on the website of the Company at https://switchingtechnologiesgunthertld.com/

STATUTORY DISCLOSURE

None of the Directors of your Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. The Directors of your Company have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INFORMATION SYSTEMS

Your Company has adequate and proper information systems in place, and it has taken proper measures to safeguard all electronic data and information to the best possible level it can.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the financial year under review, the Board of Directors comprised Mr. C. Chandrachudan, Managing Director, Mr. K. Mani, Non-Executive Director, Mr. Sharanabasaveshwar G Hiremath, Independent Director and Mrs. Saimathy Souparnainen, Independent Woman Director.

Subsequent to the closure of the financial year, Mr. Nikhil Pujari, Mr. Sougata Sengupta and Ms. Rakhi Sharma were appointed as Additional Directors on 25th May 2026.

Further, with effect from 27th June 2026, Mr. C. Chandrachudan was redesignated from Managing Director to Director of the Company. Mr. K. Mani, Mr. Sharanabasaveshwar G Hiremath and Mrs. Saimathy Souparnainen ceased to be Directors of the Company with effect from 27th June 2026.

Mr. Nikhil Pujari was appointed as Executive Director, and Mr. Sougata Sengupta and Ms. Rakhi Sharma were appointed as Independent Directors, subject to approval of the Members at the ensuing Annual General Meeting.

Mrs. T. Nirmala ceased to be the Chief Financial Officer of the Company with effect from 27th June 2026.

BOARD MEETINGS

The Board of Directors of your Company met 07 times during the year under review.

Name of Director	Board Meetings Held	Board Meetings Attended
Mr. C. Chandrachudan	7	7
Mr. K. Mani	7	7
Mr. Sharanabasaveshwar G Hiremath	7	7
Mrs. Saimathy Soupranainen	7	7

AUDIT COMMITTEE

The Audit Committee of your company consists of 3 Directors. During the year under review the members of the Audit Committee were Mr. C. Chandrachudan, Mr. Sharanabasaveshwar G Hiremath and Mrs. Saimathy Soupranainen. The Audit Committee met 6 times on 17th May 2025, 16th July 2025, 24th September 2025, 17th October 2025, 13th February 2026 and 26th March 2026.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of your company consists of 3 Directors. During the year under review the members of the said Committee were Mr. K Mani, Mr. Sharanabasaveshwar G Hiremath and Mrs. Saimathy Soupranainen.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of your company consists of 3 Directors. During the year under review the members of the said Committee were Mr. C. Chandrachudan, Mr. Sharanabasaveshwar G Hiremath and Mrs. Saimathy Soupranainen.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board confirming that they fulfill the requirements enumerated under section 149(6) of the Companies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (LODR) Regulations, 2015.

BOARD EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the Board and the committees constituted by it, which includes criteria for performance evaluation. The Board has carried out an annual evaluation of its own performance, working by its Committees and the Directors individually, in line with the requirements of the Act and Listing Regulations. The Directors were provided with structured questionnaire to record their views. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the directors. The evaluation process was attentive on various aspects of the functioning of the Board and its Committees, such as experience and competencies, performance of specific duties and obligations of the Board & its committees, and governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as Leadership initiative, Initiative in terms of new ideas and planning for the Company, Timely inputs on the minutes of the meetings of the Board and Committee etc. The same is found to be satisfactory.

VIGIL MECHANISM

The Company has in place a Vigil Mechanism/Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. The Policy provides a framework to promote responsible and secure reporting of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority etc. By Directors, employees and the management. The Company endeavors to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is stated that no personnel member of the Company has been denied access to the Audit Committee and no case was reported under the Policy during the year. The said policy is also hosted on the website of the Company at https://switchingtechnologiesuntherltd.com/

SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 the threshold limit for the applicability of Corporate Social Responsibility (CSR) to any company is (a) net worth of the company is Rs. 500 crores or more; (b) turnover of the company is Rs.1000 crores or more; or (c) net profit of the company is Rs. 5 crores or more.

As the company did not meet any of the prescribed thresholds during the immediately preceding financial year, therefore, there is no requirement to make any CSR contribution in FY 2025-26.

CHANGE IN NATURE OF BUSINESS

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

STATUTORY AUDITORS & ITS REPORT

The Company had appointed M/s. V.V. Kale & Co., Chartered Accountants, New Delhi as the Statutory Auditors of the Company for a period of five years starting from the Financial Year 2022-23 to Financial Year 2026-27 which was approved by the Shareholders in the Annual General Meeting (AGM) of the company held on 28th September 2022.

The Audit Report on the Financial Statements of the Company for the Financial Year 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors Report forms part of the Annual Report.

During the Financial Year 2025-26, no fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR & ITS REPORT

Your Company had appointed Ms. Divya Mohta, Practising Company Secretary, as Secretarial Auditor of the Company at the Board Meeting held on 26th March 2026 to fill the casual vacancy and to conduct the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report for the financial year ended 31st March 2026 has been obtained and is annexed to this Report as Annexure D.

The Board has proposed the appointment of Ms. Divya Mohta, Practising Company Secretary, as Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2026-27, subject to the approval of the Members at the ensuing Annual General Meeting.

INTERNAL AUDITOR

The Company has appointed Ms. Priyanka Mahajan, M A T S & Associates, Chartered Accountants as Internal Auditors for financial year 2025-26.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. The Company has zero tolerance for sexual harassment at workplace and has put in place an adequate system for safeguarding the dignity of women employees on complaints, if any received and provide justice to the affected employees without delays required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act). No complaints were received by the company during the year under review.

PERSONNEL

The industrial relations continued to remain cordial throughout the period under review.

REGISTRAR & SHARE TRANSFER AGENT

M/s. Cameo Corporate Services Limited, Chennai is the Registrar and Share Transfer Agent of the Company and provides services relating to dematerialisation, transmission, transposition, issue of duplicate share certificates and other share-related matters.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

LISTING WITH STOCK EXCHANGES

Your companys shares are listed in BSE LIMITED (Bombay Stock Exchange).

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary / Joint Venture / Associate Companies, at present.

In accordance with the requirements of Section 134 of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and have 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 the profit of the Company for the year.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual Accounts have been prepared on a Going Concern basis.

e) The proper policies and procedures have been adopted for ensuring the orderly and efficient conduct of its business, including adherence to code of conduct and policies, the safeguarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and that such policies and procedures are adequate and were operating effectively.

f) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The provisions relating to Corporate Governance specified under Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company pursuant to Regulation 15(2) thereof. However, as a matter of prudent business practice certain essential details for the sake of shareholders are reported in a separate Annexure E.

DISCLOSURES AND INFORMATION UNDER THE COMPANIES ACT, 2013

Pursuant to section 134 and any other applicable section of the Companies Act, 2013 (the Act), following disclosures and information is furnished to the shareholders:

a) Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo are given in Annexure B and forms part of the Boards Report.

b) Particulars of Loans received from Directors and/or their relatives:

The company has not received any loans from any of its directors or their relatives during the period under review.

c) Related Party Transactions

All related party transactions entered by your Company during the financial year were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is given below in Form AOC 2. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

d) Particulars of Employees:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure C to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS OR SECURITIES PROVIDED UNDER SECTION 186 AND THE PURPOSE FOR WHICH THEY WOULD BE UTILIZED BY THE RECIPIENTS. Section 134(3)(g)

During the year under review your Company has not lent any loan or made any investments or given any guarantees to any other entity/body corporate. As such no disclosure is required to be made in this Report and in the relevant Registers.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no such orders passed during the year under review.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place a financial control system designed to protect the interest of the Company adequately and in ensuring the accuracy of the financial statements.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Business Responsibility and Sustainability Report ("BRSR") is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015 since the Company does not fall within top 1000 listed entities.

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES/ASSOCIATE COMPANIES/JOINT VENTURES AOC 1 - Not Applicable

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR; RULE 8(1) - Not Applicable

NO PROCEEDINGS ARE PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

ACKNOWLEDGEMENT

Your directors are pleased to place on record their sincere gratitude to the Government, Bankers and Shareholders for their continued and valuable co-operation and support to the Company and look forward to their continued support and co-operation in future too. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on behalf of the Board

SOUGATA SENGUPTA — DIRECTOR

NIKHIL PUJARI — DIRECTOR

Place: Chennai

Date: 12th August 2026