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.

Switching Technologies Gunther Limited has issued a revised outcome for its board meeting held on January 19, 2026, clarifying that one of the originally listed agenda items was withdrawn before the meeting commenced. The revision was communicated to BSE Limited on January 22, 2026, in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Revisions

The company's board of directors approved and took on record only two of the three originally listed matters during the January 19, 2026 meeting. The approved items included amendment to the main object clause of the company's Memorandum of Association and authorization for convening an Extraordinary General Meeting.

Compliance Clarification

The first agenda item pertaining to "Approval and Authorisation for Execution of Share Purchase Agreement" was withdrawn before the board meeting commenced. However, this item remained in the original outcome document that was uploaded to the stock exchange within the mandatory 30-minute timeframe following the meeting's conclusion.

The company emphasized that the inclusion of the withdrawn item in the original outcome was unintentional. Company Secretary and Compliance Officer S. Ramesh signed the revised communication, requesting the stock exchange to take the corrected information on record.

Corporate Governance

Switching Technologies Gunther Limited, incorporated in 1988 and based in Chennai's Special Economic Zone, maintains its listing on BSE under the code 517201. The company's registered office and works are located at B-9 & B-10, MEPZ, Kadapperi, Tambaram, Chennai.

The revised outcome demonstrates the company's commitment to accurate disclosure and regulatory compliance, ensuring that stakeholders receive precise information about board decisions and corporate actions.