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Switching Technologies Gunther Ltd. M&A Activity 2026

Apr 15, 2026

60984_rns_2026-04-15_5b814b27-e0ac-4a10-8419-a85aaecf9b77.pdf

M&A Activity

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D & A FINANCIAL SERVICES (P) LIMITED

Merchant Banking & Corporate Advisory Services

Date: 15th April, 2026

To The Head (Listing), Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, MUMBAI-400001

REG.: OPEN OFFER TO THE SHAREHOLDERS OF SWITCHING TECHNOLOGIES GUNTHER LIMITED ("TARGET COMPANY") BY M/S BBU ENTERPRISES PRIVATE LIMITED, M/S TOURISTAS HORIZONS PRIVATE LIMITED AND MR. NIKHIL PUJARI (HEREINAFTER COLLECTIVELY REFERRED TO AS "ACQUIRERS") PURSUANT TO SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011.

Dear Sir,

We, in the capacity of Manager to the captioned offer and in compliance with Reg. 14 of the Securities and Exchange Board of India (SAST) Regulations, 2011 are enclosing herewith Newspaper Cuttings of Pre- Offer Advertisement published today in all editions of Financial Express (English), Jansatta (Hindi), Chennai edition of Makkal Prathinithi and Mumbai edition of Mumbai Lakshadweep (Marathi) for acquisition of shares of target company by the acquirers in compliance with applicable provisions of SEBI (SAST) Regulations, 2011 and subsequent amendments thereto.

Kindly take it on your record.

Thanking you,

Yours faithfully, For D & A Financial Services (P) Limited.

SERVIC NEW DE

Encl.: As Above

SWITCHING TECHNOLOGIES GUNTHER LIMITED

Registered Office: - Plots B-9, B-10 & C-1, Madras Export Processing Zone, Kadapperi, Tambaram, Chennai, Tamil Nadu-600045, Email: [email protected]

Advertisement under Regulation 18 (7) in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

This Advertisement is being issued by D & A Financial Services (P) Limited (the "Manager to the Offer"), for and on behalf of the Acquirer(s), namely, M/s BBU Enterprises Private Limited, M/s Touristas Horizons Private Limited and Mr. Nikhil Pujari, pursuant to Regulation 18 (7) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, in respect of the open offer to acquire shares of M/s Switching Technologies Gunther Limited ("Target Company").The Detailed Public Statement ("DPS") with respect to the aforementioned offer was published on Monday, 02nd February, 2026, in Financial Express (English-All Editions), Jansatta (Hindi-All Editions), Mumbai Lakshadweep (Marathi) Mumbai edition and Makkal Prathinithi (Tamil), Chennai edition.

    1. Offer Price is Rupees 66.00 (Rupees Sixty Six only) per equity share.
    1. Committee of Independent Directors (Hereinafter referred to as "IDCs") of the Target Company recommends that the open offer price of Rupees 66.00 per fully paid-up equity shares is fair and reasonable based on the following reasons:
  • a. Offer Price is higher than the price as arrived by taking into account valuation parameters as defined under the SEBI SAST Regulations, which comes to Rupees 65.62 per share and also higher than the negotiated price under Share Purchase Agreement which is Rupees 30.00 per share.

The Open Offer by the Acquirer (s) are being made at the highest price amongst the selective criteria and is in line with the Regulations prescribed under the SEBI (SAST) Regulations, and hence appear to be fair and reasonable.

The public shareholders of the Target Company are advised to independently evaluate the Open Offer and take an informed decision whether to offer their equity shares in the Open Offer. They are also advised to seek expert's opinion on taxation before taking their decision in this regard.

The IDC's recommendation was published on 13th April, 2026 (Monday) in the same newspapers where Detailed Public Statement was published.

    1. This Offer is not a Competing Offer.
    1. The Letter of Offer dated 02nd April, 2026 has been dispatched to the shareholders on or before Wednesday, 08th April, 2026.
    1. A Copy of the Letter of Offer (including Form of Acceptance cum acknowledgement) will also be available on SEBI's website (www.sebi.gov.in) during the offer period and shareholders can also apply by downloading such forms from the website. Further, in case of non-receipt/ non-availability of the form of acceptance, the application can be made on plain paper along with the following details: Name(s) & Address(es) of Joint Holder(s) (if any), Number of Shares held, Number of Shares tendered, Distinctive Numbers, Folio Number, Original share Certificate(s) and duly signed share transfer form(s).
    1. In terms of Regulation 16(1) of the SEBI (SAST) Regulations, 2011, the Draft Letter of Offer was submitted to SEBI on 06th February, 2026. All the observations made by SEBI vide letter no. HO/49/12/11(19)2026-CFD-RAC-DCR2/I/7943/2026 dated 25th March, 2026 has been incorporated in the Letter of Offer.
    1. There have been no material changes in relation to the Open Offer since the date of the PA, save as otherwise disclosed in the DPS, Corrigendum to DPS and the Letter of Offer.
    1. Details of Statutory Approvals: No statutory approvals are required to be obtained for the purpose of this offer.

9. Schedule of Activities:

Sr.
No
Activity Original Schedule
Days & Dates
Revised Schedule
Days & Dates
1. Date of Public Announcement Saturday, January 24, 2026 Saturday, January 24, 2026
2. Date of Publication of Detailed Public Statement Monday, February 02, 2026 Monday, February 02, 2026
3. Filing of the Draft letter of Offer to SEBI Monday, February 09, 2026 Monday, February 09, 2026
4. Last Date for a Competitive Offer(s) Tuesday, February 24, 2026 Tuesday, February 24, 2026
5. Identified Date* Friday, March 06, 2026 Monday, March 30, 2026
6. Date by which Final Letter of Offer will be dispatched
to the shareholders
Friday, March 13, 2026 Wednesday, April 08, 2026
7. Last Date for revising the Offer Price/ number
of shares.
Tuesday, March 17, 2026 Friday, April 10, 2026
8. Date by which the committee of the independent
directors of the Target Company shall give its
recommendations.
Wednesday, March 18, 2026 Monday, April 13, 2026
9. Date of Publication of Offer Opening
Public Announcement
Friday, March 20, 2026 Wednesday, April 15, 2026
10. Date of Commencement of Tendering Period
(Offer Opening date)
Monday, March 23, 2026 Thursday, April 16, 2026
11. Date of Expiry of Tendering Period
(Offer Closing date)
Wednesday, April 08, 2026 Wednesday, April 29, 2026
12. Last Date of communicating rejection/acceptance and
payment of consideration for applications accepted/
return of unaccepted share certificates/ credit of
unaccepted Equity Shares to Demat Account.
Thursday, April, 23, 2026 Thursday, May 14, 2026

*The identified date is only for the purpose of determining the public shareholders as on such date to whom the Letter of Offer would be mailed. It is clarified that all the Public Shareholders (registered or unregistered) are eligible to participate in this offer at any time prior to the closure of tendering period.

The Acquirers accept full responsibility for the information contained in this Pre-Offer Advertisement and also shall be jointly or severally responsible for the fulfillment of the obligations under the Offer and as laid down in SEBI (SAST) Regulations, 2011 and subsequent amendments thereto.

This Pre-Issue Advertisement will also be available on SEBI's website at www.sebi.gov.in.

Issued by Manager to the Offer on behalf of the Acquirers

D & A FINANCIAL SERVICES (P) LIMITED

13, Community Centre, East of Kailash, New Delhi-110 065 Tel: 011-41326121/40167038 Email: [email protected]

Contact Person: Ms. Radhika Pushkarna

Date : 14.04.2026 Place: Chennai