Switching Technologies Gunther Ltd

agm details

• Date: 24 September 2026; Mode: VC/OAVM.
• Start time: 2:34 PM; End time: 2:42 PM.
• Record date: 17 September 2026.
• Total shareholders on record: 3714.

resolutions & outcomes

• Resolution 1: Adoption of Audited Financial Statements; passed.
• Resolution 2: Appointment of Director; passed.
• Resolution 3: Appointment of Independent Director; passed.
• Resolution 4: Appointment of Independent Director; passed.
• Resolution 5: Shift of registered office; passed.
• Resolution 6: Appointment of Secretarial Auditor; passed.
• Resolution 7: Related Party Transactions approval with four parties up to fifty crore per party; passed.

voting results overview

• All resolutions passed with majority; ~87.5% in favor.
• Against votes did not exceed ~12.5% per resolution.

related party transactions

• RPT approvals with four related parties; aggregate limit up to fifty crore per party.

director & officer changes

• Appointments: new director; two independent directors; secretarial auditor appointed for five-year term.

auditors

• No changes to statutory or secretarial auditors reported.

dividend

• No dividend proposed or declared.

AGM details

• AGM held on 24 September 2026 via VC/OAVM; started 2:34 PM and concluded 2:42 PM.

Key resolutions and outcomes

• Adoption of audited standalone financial statements — ordinary resolution; passed.
• Nikhil Pujari appointed Director; liable to retire by rotation — passed.
• Sougata Sengupta appointed Independent Director for five years — passed.
• Rakhi Sharma appointed Independent Director for five years — passed.
• Shifting registered office to Rajasthan — special resolution; passed.
• Divya Mohta appointed Secretarial Auditor for five years (FY 2026-27 to FY 2030-31) — passed.
• Related party transactions with four entities up to ₹50 crore per party — ordinary resolution; passed.

Dividends

• No dividend proposed or declared.

Directors

• Nikhil Pujari appointed Director; to retire by rotation.
• Sougata Sengupta appointed Independent Director for five years.
• Rakhi Sharma appointed Independent Director for five years.

Auditors

• Divya Mohta appointed Secretarial Auditor for five years (FY 2026-27 to FY 2030-31).

Related party transactions

• Approval of RPTs with four entities up to ₹50 crore per entity.

Other approvals

• No other material approvals reported.

Major governance changes

• Ms. Ruma Narayan Chowdhury appointed CFO effective 24 September 2026.
• Mr. S. Ramesh resigns as Company Secretary & Compliance Officer, effective 11 September 2026.
• Ms. Simran Agarwal appointed Company Secretary & Compliance Officer effective 24 September 2026.
• Mr. Nikhil Pujari to become Whole-time Director for five years, subject to shareholder approval.

Switching Technologies Gunther Limited – Trading Window closed for Connected/Designated Persons from Thursday, October 1, 2026; shall open after 48 hours of the declaration of Unaudited Financial Result for the quarter and half year ended 30th September, 2026.

Meeting Details

• Meeting date and time: 24 September 2026, 4:00 PM. Location not disclosed.

Key Agenda Items

• Appointment of Ms. Ruma Narayan Chowdhury as CFO.
• Resignation of S. Ramesh as Company Secretary & Compliance Officer; last working day 11 September 2026.
• Appointment of Ms. Simran Agarwal as Company Secretary & Compliance Officer.
• Change in designation of Mr. Nikhil Pujari from Director to Whole-time Director.
• Any other matter as may be discussed by the Chairman.

Other Notes

Financial performance

• Revenue from operations: 824.72 Lakhs in FY2025-26, 771.93 Lakhs prior year.
• Total income: 826.34 Lakhs; PAT: 655.22 Lakhs; EPS: Rs 26.74.
• Exceptional item: write-back of 1610.25 Lakhs; PAT reflects impact.
• Going-concern risk: accumulated losses 832.62 Lakhs; net worth eroded; current liabilities exceed assets.
• Dividend: none; no transfer to reserves.
• Cash flows: operating activities 32.40 Lakhs; end cash 37.56 Lakhs.

Capital structure & ownership

• Paid-up capital ₹3.4318 crore across 34,317,780 shares.
• Authorized capital ₹6 crore; increased to ₹30 crore post-year-end (Aug 1, 2026).
• Promoter stake change: 5,05,722 shares (~20.64%) acquired on 14 May 2026.
• Dividend policy: no dividend for FY2025-26.
• Consolidation plans: TIPL and SOTPL to be consolidated with STGL.

Governance & board changes

• Board at 31-03-2026: 4 directors; additions on 25 May 2026.
• 27 Jun 2026: Chandrachudan ceased MD; became Director.
• 27 Jun 2026: Mani, Hiremath, Soupramanien ceased as directors.
• New directors: Nikhil Pujari, Sougata Sengupta, Rakhi Sharma (25 May 2026).
• Divya Mohta appointed Secretarial Auditor for five years (FY2026-27 to FY2030-31).
• Registered office shifted to Jaipur; AGM via VC on 24 Sep 2026.

Related party transactions

• RPT approvals: aggregate up to ₹50 crore with each of BBU Enterprises, Touristas Horizons, Tekfoods International, Samridh Overseas.
• Total related party transactions with fellow group entities: ₹1,390.19 Lakhs (FY25-26).
• Sale of goods: ₹824.72 Lakhs; Purchase of raw materials: ₹511.78 Lakhs.
• Remuneration to KMP: ₹24.32 Lakhs; Payments on behalf: ₹53.68 Lakhs; Directors' sitting fees: ₹3.20 Lakhs.
• Slump sale with Canolli: ₹4.20 Crore.
• Outstanding balances include receivables from Comus Europe entities and payables to Europe entities.

Audit, risk & controls

• Auditor: M/s V. V. Kale & Co; going-concern emphasis; no fraud reported.
• Internal controls: adequate; third-party internal auditor engaged; governance oversight.
• Secretarial audit: Divya Mohta; Annexure D included.

Outlook & strategic developments

• Change in control to Tek Foods Group; focus on diversification into food processing.
• Consolidation of TIPL and SOTPL with STGL under consideration.
• Operational focus: cost control, capacity utilization, product development, new markets.
• Risks: execution, regulatory approvals, integration challenges.

AGM Details

• 38th AGM on 24 September 2026 at 2:30 PM via VC/OAVM.
• Remote e-voting window: 21–23 September 2026; cut-off: 17 September 2026.
• Quorum via VC/OAVM; proxies not allowed; representatives may attend.

Dividend

• Dividend for FY2025-26: none; per-share dividend: nil.

Resolutions

• Ordinary: Adoption of Audited Standalone Financial Statements for year ended 31 March 2026.
• Ordinary: Appointment of Mr. Nikhil Pujari as Director (retire by rotation).
• Special: Appointment of Mr. Sougata Sengupta as Independent Director for five years.
• Special: Appointment of Ms. Rakhi Sharma as Independent Director for five years.
• Special: Shift of registered office from Tamil Nadu to Rajasthan; MOA amended accordingly.
• Special: Amend MOA/Main Object to include food processing business.
• Ordinary: Appointment of Divya Mohta as Secretarial Auditor for five years.
• Ordinary: Approval of Related Party Transactions with four entities up to 250 crore per party.

Director Changes

• Post-year-end: Chandrachudan redesignated from MD to Director on 27 Jun 2026.
• K Mani ceased as Director on 27 Jun 2026.
• Sharanabasaveshwar Hiremath ceased as Independent Director on 27 Jun 2026.
• Saimathy Soupramanien ceased as Independent Woman Director on 27 Jun 2026.
• Nikhil Pujari appointed as Additional Director on 25 May 2026; to be regularised.
• Sougata Sengupta appointed as Additional Independent Director on 25 May 2026; to be regularised.
• Rakhi Sharma appointed as Additional Independent Director on 25 May 2026; to be regularised.
• T. Nirmala ceased as CFO on 27 Jun 2026.

Auditors

• Statutory Auditors: M/s. V. Kale & Co; term through FY2026-27.
• Secretarial Auditor: Divya Mohta appointed 26 Mar 2026; five-year term commencing FY2026-27; remuneration to be fixed.

Related Party Transactions

• RPTs with BBU Enterprises, Touristas Horizons, Tekfoods International and Samridh Overseas Trading up to 250 crore per party for FY.

Other Material Approvals

• Board-approved consolidation of Tek Foods International Private Limited and Samridh Overseas Trading Private Limited with STGL via share swap (subject to approvals).

Voting Status

• Voting results not provided in this filing chunk.

AGM details

• 38th AGM scheduled for 24 September 2026 at 2:30 PM via VC/OAVM.
• Record date set at 17 September 2026.
• Book closure from 18 September 2026 to 24 September 2026 (inclusive).
• Remote e-Voting opens 21 September 2026 at 9:00 AM; closes 23 September 2026 at 5:00 PM.

Results publication

• Board adopted unaudited standalone results for quarter ended 30 June 2026.
• Board meeting held on 12 August 2026 to approve results.

Going concern status

• Quarter loss Rs 169.23 Lakhs; cumulative losses Rs 1001.85 Lakhs; net worth eroded.
• Current liabilities exceeded current assets by Rs 297.50 Lakhs; going concern basis adopted.

Shareholding change

• Acquirer group purchased 262,861 shares, ~20.64% stake post-balance sheet date (14 May 2026).

BTA advance

• Received INR 300 Lakhs as BTA advance; total slump-sale consideration is INR 425 Lakhs.

Proposed acquisitions

• Shareholders approved 100% acquisition of Tekfoods International and Samridh Overseas Trading via share swaps.