Policy on Related Party Transactions

Disclosure Reg. 23 of SEBI LODR Regulations, 2015

Preamble

Switching Technologies Gunther Ltd. (the "Company") has framed the Policy on the materiality of Related Party Transactions ("Policy") that deals with the Related Party Transactions (defined hereinafter). The Policy is formulated considering the requirements for approval of related party transactions as prescribed under the Companies Act, 2013 ("the Act") read with the Rules framed there under and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") as amended from time to time. Accordingly, the Company adopted this Policy dealing with the identification, review, materiality, and approval of RPT in its board meeting.

Scope

This Policy regulates all transactions between the Company and its Related Parties. The Board of Directors of the Company ("Board") on the recommendation of the Audit Committee of the Company ("Audit Committee") shall review the Policy once in 3 (three) years and may amend the same from time to time.

Further, in the event of any conflict between the provisions of this Policy and the Regulations/ the Act, as amended from time to time, the Regulations/ the Act shall prevail over this Policy and the part(s) so repugnant shall be deemed to be severed from the Policy and the rest of the Policy shall remain in force. Any parts added/amended to the Regulations/ Act from time to time which are not a part of this Policy shall be deemed to be adopted on the date on which the Regulations/ Act become effective until this Policy is formally amended.

Definitions & Interpretations

Arm's Length Transaction A transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.

Associate Company In relation to another company, means a company in which that other company has a significant influence (control of at least 20% of total voting power or participation in business decisions under an agreement), but which is not a subsidiary company. Includes a joint venture company.

Board The board of directors of the Company.

Key Managerial Personnel (KMP) The Managing Director, Executive Director or Chief Executive Officer; Company Secretary and Chief Financial Officer; and any other person as defined under the Companies Act 2013 from time to time.

Material Modifications Modification of more than 30% in the approved amount of Related Party Transactions.

Material RPT / Material Transaction An RPT with thresholds as prescribed under the Regulations.

Related Party / Related Parties A person or entity which is a related party under Section 2(76) of the Companies Act, 2013, or under the applicable Indian Accounting Standards.

Related Party Transactions (RPT) A transaction defined as a Related Party Transaction under Section 188 of the Act and/or under the Regulations. Includes a single transaction or a group of transactions in a contract.

Review and Approval of Related Party Transactions

A. Audit Committee

All RPT and subsequent material modifications shall have prior approval of the Audit Committee members, who are independent directors. While considering any transaction, the Audit Committee shall take into account all relevant facts and circumstances including the terms of the transaction, the business purpose of the transaction, the benefits to the Company, or any other relevant matters.

The Audit Committee may grant omnibus approval for Related Party Transactions which are: (i) repetitive in nature; (ii) in Ordinary Course of Business; (iii) on Arm's Length Basis; (iv) within the material limits; and (v) with a maximum value per transaction of Rs. 1 Crore. The maximum value of transactions, in aggregate, which can be allowed under the omnibus route in a Financial Year is Rs. 100 Crores.

The omnibus approval where granted shall be valid for a period not exceeding 1 (one) year and shall require fresh approval after the expiry of such year. The approval shall specify:

aName(s) of the Related Party and its relationship with the Company or its subsidiary, if any.

bNature of transaction.

cMaximum amount of transaction that can be entered into.

dPeriod of transaction.

eThe indicative base price/current contracted price and the formula for variation in the price, if any.

fJustification as to why the RPT is in the interest of the Company.

gAny other condition as deemed fit and proper by the Board Level Audit Committee.

Where the need for the RPT cannot be foreseen and details are not available, the Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs. 1 Crore per transaction.

The Audit Committee shall review, at least on a quarterly basis, the details of RPTs entered into by the Company pursuant to each omnibus approval given.

A Related Party Transaction to which the subsidiary of the Company is a party but the Company is not a party shall require prior approval of the Audit Committee if the value of such transaction exceeds the thresholds prescribed under the Regulations. Prior approval shall not be required for a Related Party Transaction to which a listed subsidiary is a party if Regulation 23 and sub-regulation (2) of Regulation 15 of SEBI (LODR) (Sixth Amendment) Regulations 2021 are applicable to such listed subsidiary.

B. Board of Directors

In case any Related Party Transactions are referred to the Board for approval due to the transaction being (i) not in the Ordinary Course of Business, or (ii) not at Arm's Length Basis, the Board will consider such factors as the nature of the transaction, material terms, the manner of determining the pricing, and the business rationale for entering into such transaction. Any member of the Board who has any interest in any Related Party Transaction will recuse himself and abstain from discussion and voting on the approval of that transaction.

C. Shareholders

If a Related Party Transaction is (i) a Material Transaction, or (ii) not in the ordinary course of business or not at Arm's Length Basis and exceeds certain thresholds prescribed under the Act, then such RPT and any subsequent material modification thereto shall require shareholders' approval by resolution. Any member of the Company who is a Related Party, irrespective of being related to the said transaction or not, shall not vote on such resolution.

The provisions of Regulation 23(2), (3) and (4) shall not be applicable in case of transactions entered into between a holding company and its wholly owned subsidiary, and between two wholly owned subsidiaries, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

Disclosures

All disclosures pertaining to Related Party Transactions required under the Companies Act and SEBI (LODR) Regulations shall be made accordingly.

Policy on Material Subsidiaries

A subsidiary shall be considered as material if the income or net worth of the subsidiary exceeds ten per cent of the consolidated income or net worth respectively, of the Company as per the audited balance sheet of the previous financial year.

The Company shall not dispose of shares in its material subsidiary which would reduce its shareholding (either on its own or together with other subsidiaries) to less than 50%, or cease the exercise of control over the subsidiary, without passing a special resolution in its General Meeting — except in cases where such divestment is made under a scheme of arrangement duly approved by a Court/Tribunal.

Prior approval of shareholders by way of special resolution shall be obtained for selling, disposing, and leasing of assets amounting to more than twenty percent of the assets of the material subsidiary on an aggregate basis during a financial year, unless the sale/disposal/lease is made under a scheme of arrangement duly approved by a Court/Tribunal.

Review & Amendments

This Policy shall be reviewed and updated by the Board at least once in every 3 (three) years after Audit Committee recommendation.

The Board may, subject to applicable laws, amend any provision(s) or substitute any of the provision(s) with new provision(s), or replace the Policy entirely with a new Policy. However, no such amendment or modification shall be inconsistent with the applicable provisions of any law for the time being in force.