Switching Technologies Gunther Limited faces a significant ownership change as three acquirers launch a mandatory open offer under SEBI regulations, with the company's Independent Directors Committee now unanimously endorsing the acquisition proposal as fair and reasonable.

Open Offer Details

The acquirers are making an open offer to purchase up to 6,37,000 equity shares representing 26% of the total share capital at Rs. 66.00 per fully paid equity share. The offer price represents a premium to the negotiated price but trades below the current market price.

Independent Directors Committee Recommendation

The Independent Directors Committee (IDC) comprising Ms. Saimathy Soupramanien as Chairperson and Mr. Sharanabasaweshwar Gangadharayya Hiremath as Member unanimously approved the open offer on April 11, 2026. The committee determined that the offer price of Rs. 66.00 per share is fair and reasonable under SEBI SAST Regulations.

Share Purchase Agreement

The open offer follows a share purchase agreement dated January 24, 2026, between the acquirers and Guenther America INC. Under this agreement, the acquirers will purchase 9,22,000 equity shares representing 37.63% of the target company's paid-up capital.

Regulatory Compliance and Documentation

D & A Financial Services (P) Limited, serving as Manager to the offer, submitted Independent Director Recommendation advertisements to BSE Limited on April 13, 2026. The submission included newspaper publications in Financial Express (English), Jansatta (Hindi), Chennai edition of Makkal Prathinithi, and Mumbai edition of Mumbai Lakshadweep (Marathi) as required under SEBI regulations.

Acquirer Background

BBU Enterprises Private Limited was incorporated on May 23, 2022, with a net worth of Rs. 245.48 lakhs as certified on January 14, 2026. Touristas Horizons Private Limited was incorporated on September 08, 2023, with a net worth of Rs. 246.04 lakhs. Nikhil Pujari is an individual acquirer with an MBA in Marketing and a certified net worth of Rs. 209.87 lakhs as of January 23, 2026.

Business Transformation Plans

The acquirers intend to significantly change the target company's business model from manufacturing switching products to food processing business. Post-acquisition plans include manufacturing, processing, trading, importing and exporting food products with focus on beverages, dairy, bakery, confectionery, and FMCG products.

Financial Position

The total fund requirement for the open offer amounts to Rs. 4,20,42,000 assuming full acceptance. The acquirers have deposited Rs. 1,52,00,000 in an escrow account with Axis Bank Limited, representing more than 25% of the total consideration as required under SEBI regulations.

D&A Financial Services (P) Limited has issued a corrigendum to the detailed public statement regarding the open offer to shareholders of Switching Technologies Gunther Limited. The corrigendum addresses key schedule changes and updated financial information for the ongoing acquisition process under SEBI (SAST) Regulations 2011.

Revised Open Offer Timeline

The most significant changes involve the schedule of activities for the open offer. The identified date has been moved from March 6, 2026 to March 30, 2026, with corresponding adjustments to subsequent milestones.

The identified date serves to determine public shareholders eligible to receive the Letter of Offer, though all public shareholders remain eligible to participate until the tendering period closes.

Acquirer Details

The open offer is being conducted by three acquirers: BBU Enterprises Private Limited and Touristas Horizons Private Limited, both registered in West Bengal, and Mr. Nikhil Pujari, a resident of Rajasthan. Both corporate acquirers maintain their registered offices at 6th Floor Unit No.-6 Infinity Benchmark, Block EP & GP, Sector V, Salt Lake, West Bengal.

Updated Financial Performance

The corrigendum includes revised financial information for Switching Technologies Gunther Limited, showing the company's recent performance trajectory.

The financial statements for the nine months ended December 31, 2025 are subject to limited review by statutory auditor M/s V.V. Kale & Company, Chartered Accountants, who certified the financial information on March 25, 2026.

Shareholding Structure Updates

The corrigendum also clarifies the shareholding patterns for both acquiring entities. Each acquirer company shows promoter holdings of 2499990 shares representing 99.99% ownership, with minimal non-promoter holdings of 10 shares representing 0.01% each, totaling 2500000 shares per entity.

Regulatory Compliance

D&A Financial Services (P) Limited, serving as Manager to the Offer, has published the corrigendum in compliance with Regulation 14 of SEBI (SAST) Regulations 2011. The document was published across multiple newspapers including Financial Express, Jansatta, Chennai edition of Makkal Prathinithi, and Mumbai edition of Mumbai Lakshadweep to ensure broad shareholder awareness. The corrigendum is also available on SEBI's official website for public access.