Switching Technologies Gunther Ltd has filed a regulatory compliance statement with BSE Limited, clarifying that no proceeds deviation reporting is applicable for the quarter ending March 31, 2026. The communication, dated April 13, 2026, addresses the company's compliance status under SEBI listing regulations.

Regulatory Compliance Statement

The company submitted its statement through BSE Listing Centre Online, referencing compliance requirements under SEBI (LODR) Regulations. The filing specifically addresses Regulation 32(1), 32(2), and 33(3), which mandate companies to report any deviation or variation in the utilization of proceeds from public offerings.

Company's Position on Public Issues

Switching Technologies Gunther Ltd clarified that it has not undertaken any of the following fundraising activities during the reporting period:

• Public issue
• Rights issue
• Preferential issue
• Qualified institutional placement

Due to the absence of these fundraising mechanisms, the company stated that the submission of a deviation or variation statement for proceeds utilization does not arise for the quarter ending March 31, 2026.

Corporate Communication Details

The statement was signed by S. Ramesh, Company Secretary and Compliance Officer, and submitted to the Corporate Relationship Department of BSE Limited. The company requested BSE to take note of this information in their records, ensuring proper documentation of the compliance status.

This filing demonstrates the company's adherence to regulatory requirements and transparent communication with stock exchanges regarding its fundraising activities and compliance obligations.

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.