Switching Technologies Gunther Ltd

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.

Financial results and reports

• Unaudited standalone Q1 2026 results approved, with Limited Review Report.
• Directors' Report for FY ended 31 March 2026, with annexures approved.

AGM notices

• Notice for 38th AGM approved for 24 September 2026 at 2:30 PM (VC).

Appointments and secretarial matters

• Divya Mohta reappointed as Secretarial Auditor for 2026-31, subject to shareholder approval.
• Saptasikha & Co appointed Scrutinizer for AGM e-voting.

Related party transactions

• RPTs with four related parties up to ₹50 crore each for the year; shareholder approval at AGM.

Office, KMP changes

• Registered office shifted from Chennai to Jaipur.
• S. Ramesh resigned as Company Secretary and Compliance Officer, effective 11 September 2026.

Regulatory/going concern disclosures

• Emphasis of Matter: Going concern; net loss ₹169.23 lakh; net worth eroded.
• Material change in shareholding: Touristas Horizons and BBU Enterprises acquired 505,722 shares (~20.64%) on 14 May 2026.
• Advance against transfer of business: ₹300 lakh received; total consideration ₹425 lakh.
• Proposed acquisitions approved: TEKFOODS International and SAMRIDH Overseas Trading via share swap; approvals obtained.

Financials

• Quarter ended 30 Jun 2026: revenue from operation Rs 93.16 L, total revenue Rs 96.08 L.
• PBT and net loss for quarter: Rs -169.23 L.
• Cash flow from operations: net outflow Rs 11.58 L; cash at end Rs 31.62 L.
• Going concern: accumulated losses Rs 1001.85 L; current liabilities exceed assets by Rs 297.50 L.
• Net worth eroded: equity negative Rs 756.85 L.
• Shareholding change: 5.05 Lakh shares (~20.64%) acquired on 14 May 2026.
• Advance against transfer of business: INR 300 L received; total consideration INR 425 L.
• Acquisitions: EGM approved 100% acquisition of TekFoods International and Samrid Overseas Trading.

Balance Sheet & Liquidity

• Total assets Rs 768.72 L; equity share capital Rs 245.00 L; Other Equity Rs -1001.85 L.
• Total liabilities: current liabilities Rs 1,008.58 L; non-current liabilities Rs 516.99 L.
• Current assets Rs 711.06 L; net current liability Rs 297.52 L; cash & bank Rs 31.62 L.

Operations & Segments

• Major segment: Manufacture of Reed Switches, Proximity Switches & Ball Switches.

Fund raise/Deviation Status

• No public issue, rights issue, preferential issue, or QIP undertaken.
• No funds were raised; no fund-raising date disclosed.
• Deviation/variation in use of funds not applicable.
• No monitoring agency involvement reported.
• Status of fund utilisation not applicable as no funds raised.
• Purpose of filing: statement not needed due to non-applicability.

Debt instruments status

• During quarter ended June 30, 2026, no CPs, NCDs or NCRPs were issued.
• Repayment dates for principal or interest/dividend do not arise.

Dematerialisation update

• Dematerialisation requests received during the quarter were confirmed (accepted/rejected) to the depositories by the RTA.
• Securities dematerialised have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled; depository's name substituted as registered owner within prescribed timeline.