Switching Technologies Gunther Limited has announced its unaudited standalone financial results for the quarter and nine months ended December 31, 2025, revealing continued financial challenges with significant losses across all reporting periods. The Board Meeting was held on February 13, 2026, for the adoption of these financial results, with newspaper publications made in Business Standard (English) and Makkal Kural (Tamil) versions.

Financial Performance Overview

The company reported a net loss of ₹211.05 lakhs for the third quarter of FY26, representing a deterioration from the ₹177.94 lakhs loss recorded in the corresponding quarter of the previous year. Revenue from operations declined to ₹192.77 lakhs in Q3 FY26 from ₹200.65 lakhs in Q3 FY25.

Nine-Month Performance

For the nine months ended December 31, 2025, the company's financial performance showed similar trends with a net loss of ₹553.45 lakhs compared to ₹532.29 lakhs in the previous year. Revenue from operations increased marginally to ₹616.05 lakhs from ₹584.70 lakhs in the corresponding period.

Key Expense Components

The company's major expense categories for Q3 FY26 included cost of material consumed at ₹168.13 lakhs, employee benefit expenses of ₹148.77 lakhs, and other expenses totaling ₹82.05 lakhs. Changes in inventories contributed ₹3.04 lakhs to expenses, while depreciation and amortization expenses stood at ₹1.85 lakhs.

Financial Position and Going Concern

The company's accumulated losses aggregate to ₹2,079.63 lakhs as of December 31, 2025, resulting in complete erosion of net worth. Current liabilities exceeded current assets by ₹1,208.29 lakhs, indicating significant liquidity challenges. The company's financial statements have been prepared on a going concern basis despite these challenging conditions.

Corporate Developments

Two significant corporate changes were announced alongside the financial results:

Share Purchase Agreement: A Share Purchase Agreement was signed on January 24, 2026, between existing promoter Guenther America Inc and acquirers BBU Enterprises Private Limited, Touristas Horizons Private Limited, and Mr. Nikhil Pujari. The acquirers propose to purchase 9,22,000 equity shares representing 37.6327% of paid-up share capital for ₹2,76,60,000.

Object Clause Amendment: The Board of Directors approved changes to the company's object clause on January 19, 2026, to include food processing operations. The new objectives encompass manufacturing, processing, and dealing in various food products including cereals, spices, beverages, dairy products, and processed foods.

Earnings Per Share and Business Operations

Basic and diluted earnings per share for Q3 FY26 stood at -₹8.61, compared to -₹7.26 in the corresponding quarter of the previous year. For the nine-month period, earnings per share were -₹22.59. The company primarily operates in the manufacture of Reed Switches, Proximity Switches & Ball Switches as its main business segment.

Switching Technologies Gunther Limited has announced a significant ownership restructuring through a Share Purchase Agreement (SPA) signed on January 24, 2026. The transaction involves the transfer of substantial equity stake from the existing promoter to new acquirers, marking a pivotal moment in the company's corporate structure.

Transaction Overview

The Share Purchase Agreement facilitates the acquisition of 9,22,000 equity shares representing 37.6327% of the company's paid-up share capital. The transaction details are structured as follows:

Parties to the Agreement

The transaction involves a clear transfer of ownership from the existing promoter to a consortium of acquirers. The selling party is Guenther America Inc, which serves as the specified promoter of the company. The acquiring consortium comprises three entities:

• BBU Enterprises Private Limited
• Touristas Horizons Private Limited
• Mr. Nikhil Pujari

Notably, the acquirers have no existing relationship with the company, representing a complete change in ownership structure.

Impact on Corporate Control

The agreement will result in substantial changes to the company's management and governance structure. Key impacts include:

• Change in management and control of the company
• Existing promoter group will cease to be in control
• Initiation of declassification process for current promoters
• Alteration in Board of Directors composition
• Changes in Key Managerial Personnel

Regulatory Compliance and Conditions

The transaction is subject to fulfillment of certain conditions precedent, including receipt of regulatory approvals and completion of the mandatory open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company has disclosed this information in compliance with Regulation 30 of SEBI LODR Regulations, 2015.

Transaction Purpose and Rights

The Share Purchase Agreement aims to record the respective rights and obligations of all parties regarding the equity share transfer, company management, shareholder rights, and other related obligations. The agreement does not impose any restrictions or liabilities upon the listed entity, and the transaction does not fall within the purview of related party transactions.