RMC Switchgears Limited has submitted its Secretarial Compliance Report for the period from 1st April 2024 to 31st December 2025 to BSE Limited under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report was prepared by V.M. & Associates Company Secretaries and submitted on 3rd February 2026.

Report Scope and Purpose

The compliance report was specifically prepared to meet requirements for Main Board migration. As an SME-listed company, RMC Switchgears Limited is exempt from corporate governance requirements under Regulations 17 to 27 of SEBI LODR Regulations, making this submission primarily for informational purposes.

The secretarial audit covered compliance with various SEBI regulations including LODR Regulations, Issue of Capital and Disclosure Requirements, Substantial Acquisition of Shares and Takeovers, Prohibition of Insider Trading, and other applicable securities laws for the review period.

Compliance Status Overview

The report evaluated 14 key compliance parameters, with the company demonstrating adherence to most regulatory requirements. However, significant gaps were identified in critical areas:

Key Compliance Violations

Insider Trading Regulation Breaches

The audit revealed two significant violations of SEBI (Prohibition of Insider Trading) Regulations:

Structured Digital Database Gaps: The company failed to maintain complete records of unpublished price sensitive information sharing in its structured digital database as required under Regulation 3(5). The management attributed this to vacancy in the Company Secretary position and subsequent system migration issues.

Contra Trade Violation: A promoter who is also a designated person executed contra trades, violating the company's Code of Conduct and PIT Regulations. This violation was not promptly reported to the stock exchange as mandated under Regulation 9 and Schedule B provisions.

Disclosure Timeline Violations

The company failed to submit certain material disclosures within prescribed timeframes under Regulation 30(6) of LODR Regulations, which requires disclosure within 30 minutes of board decisions, 12 hours for internal events, or 24 hours for external events.

Management Response and Corrective Actions

RMC Switchgears management acknowledged all violations as procedural and inadvertent, emphasizing no misuse of unpublished price sensitive information. The company has implemented several corrective measures:

• Formal advisory and warning issued to the concerned designated person
• Comprehensive awareness sessions conducted for all designated persons
• Strengthened pre-clearance and trade monitoring mechanisms
• Enhanced internal compliance tracking systems
• Clear assignment of responsibilities to the Compliance Officer

Company Background

RMC Switchgears Limited operates with its corporate office at B-11 (B&C), Malviya Industrial Area, Jaipur-302017, Rajasthan, and registered office at Khasra No. 163, 164, Village-Badodiya, Tehsil-Kotkhawada, District-Jaipur, Rajasthan. The company trades on BSE with scrip code 540358 under the symbol RMC.

The secretarial compliance report reflects the company's commitment to regulatory adherence while highlighting areas requiring enhanced monitoring and control mechanisms to ensure future compliance with securities regulations.

RMC Switchgears Limited has announced the appointment of Mrs. Manisha Godara as Additional Director in the category of Non-Executive Independent Director, effective March 2nd, 2026. The appointment strengthens the company's board composition with experienced corporate governance expertise.

Board Appointment Details

The Board of Directors approved Mrs. Godara's appointment through a resolution passed by circulation on March 2nd, 2026, based on the recommendation of the Nomination and Remuneration Committee. The appointment is subject to shareholder approval and follows regulatory requirements under SEBI LODR Regulations.

Professional Background and Qualifications

Mrs. Godara brings substantial expertise to the RMC Switchgears board with her comprehensive educational background and professional experience. She holds Bachelor's and Master's degrees in Commerce from the University of Rajasthan, along with a Rajasthan State Certificate in Information Technology.

As a member of The Institute of Company Secretaries of India, she has over 12 years of post-qualification experience and has been in professional practice since 2014 under "Manisha Godara & Associates." Her academic achievements include securing All-India Rank 23rd in the Company Secretaries Foundation Examination and earning merit distinction in the All India Commerce Talent Search Examination.

Corporate Experience and Current Roles

Mrs. Godara has handled diverse corporate assignments including:

• Initial public offerings (IPOs)
• Listed companies' securities issuance
• Secretarial audits and compliance matters
• Corporate governance practices

She is registered in the Independent Directors Database for lifetime and currently serves in multiple directorship roles:

Regulatory Compliance

The company has confirmed that Mrs. Godara is not related to any existing director of RMC Switchgears Limited, ensuring independence in her role. Additionally, it has been verified that she is not debarred from holding the office of Director by virtue of any SEBI order or other regulatory authority, meeting all compliance requirements under BSE circular no LIST/COMP/14/2018-19.

Strategic Value Addition

With her extensive background in corporate governance and strategic decision-making, Mrs. Godara is expected to contribute valuable insights to drive the company's growth initiatives. Her expertise in compliance matters and corporate excellence aligns with RMC Switchgears' commitment to maintaining high governance standards and regulatory adherence.