GNG Electronics Ltd Directors Report

Board Report

Your Directors are pleased to present the 20th Annual Report on the business and operations of GNG Electronics Limited ("the Company") together with the audited financial statements (Standalone and Consolidated) for the financial year ended 31st March, 2026.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on 31st March, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

Pursuant to and in compliance with the provisions of Section 134(3) read with Rule 8 of the Accounts Rules, the standalone and consolidated financial performance of the Company for the financial year ended on March 31, 2026 is summarized below:

				(Rs. in Million)
Particulars	Standalone		Consolidated
	Year ended 31.03.2026	Year ended 31.03.2025	Year ended 31.03.2026	Year ended 31.03.2025
Revenue From Operations	9,174.97	7,112.84	18,910.75	14,111.10
Other Income	49.55	106.46	43.32	92.56
Total Income	9,224.52	7,219.30	18,954.07	14,203.67
Total Expenses	8,692.48	6,941.92	17,476.65	13,420.23
Profit before tax	532.04	277.38	1,477.42	783.43
Taxation
- Current Tax	136.00	71.00	160.48	72.93
- Deferred Tax	(3.22)	9.86	(3.22)	9.86
- Short/(Excess) Provisions of Income Tax of earlier years	0.00	10.31	0.00	10.31
Profit After Tax	399.26	186.21	1,320.16	690.33
Other Comprehensive Income (net of tax)	(1.99)	0.33	252.10	7.15
Total Comprehensive Income for the year	397.27	186.53	1,572.26	697.48

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS:

On a Standalone basis, your Company earned an income of INR 9,224.52 million as against INR 7,219.30 million during the last FY. Net profit after tax stood at INR 399.26 million as against profit of INR 186.21 million for the last FY.

On a Consolidated basis, your Company earned an income of INR 18,954.07 million as against INR 14,203.67 million for the last FY and net profit after tax stood at INR 1,320.16 million as against profit of INR 690.33 million for the last FY.

During FY 2025-2026, there has been no change in the nature of the Companys business.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

4. INITIAL PUBLIC OFFERING

During the year under review, the Company has successfully completed its Initial Public Offer (IPO) through Fresh Issue of 16,877,637 Equity Shares of face value Rs.2 each and an Offer for Sale of 2,550,000 Equity Shares of face value of Rs.2/- each at an issue price of Rs.237/- per Equity Share (including a premium of Rs.235/- per Equity Share). Through this IPO, the Company raised Rs.4,000 million. The proceeds of the issue are being utilized for the purposes as disclosed in the Offer Document.

Eventually, the IPO was fully subscribed and your Companys equity shares were successfully listed on the NSE and BSE on July 30, 2025. The Companys equity shares debuted at Rs.355 per share on the National Stock Exchange of India Limited (NSE), representing a gain of 49.8% over the issue price, and at Rs.350 per share on BSE Limited (BSE), representing a gain of 47.7% over the issue price.

Your Directors would like to thank the Merchant Bankers, legal counsels and other Stakeholders for their support to the Company in achieving a successful IPO and listing. Your Directors extend their heartfelt gratitude to the investors for investing/subscribing for the Equity shares in the IPO and reposing their continuous trust and faith in the Company and its management.

5. DIVIDEND

The Board has not recommended any dividend for the year under review. Pursuant to Regulation 43A of the Listing Regulations the Board had formulated a Dividend Distribution Policy (‘the Policy). The said Policy is available on the Companys website and can be accessed through the link: Dividend Distribution Policy

6. TRANSFER TO RESERVE

The Company has not transferred any amount to general reserves during the financial year under review. The description of reserves and surplus are given in Note No. 14, forming part of Standalone Financial Statements.

7. DEPOSITS

The details relating to the deposits covered under Chapter V of the Act are as under:

(a) Deposits accepted during the year: Your Company has not accepted any deposits within the meaning of Section 2(31) read with Section 73 of the Act, and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

(b) Remained unpaid or unclaimed as at the end of the year: Not applicable

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year: Not applicable

(d) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: Not applicable

8. SHARE CAPITAL:

Particulars	As at 31st March, 2026		As at 31st March, 2025
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital:
Equity Shares of Rs.2/- each	12,50,00,000	25,00,00,000	12,50,00,000	25,00,00,000
Issued, Subscribed & Paid-Up Capital:
Equity Shares of Rs.2/- each	11,40,11,517	22,80,23,034	9,71,33,880	19,42,67,760

9. CORPORATE RESTRUCTURING:

i. Acquisition:

During the year under review, the Company made a further investment of Rs.100,00,00,000/- (Rupees One Hundred Crores Only) in Electronics Bazaar FZC ("EB FZC") Subsidiary of Company through rights issue. The proceeds from the investment were utilized towards prepayment and/or repayment, in full or in part, of certain outstanding borrowings availed by EB FZC, as per the stated object in the Prospectus of the Company.

There is no change in the percentage of shareholding of the Company in Electronics Bazaar FZC as the issue was a right issue. The Company continues to hold 99.60% in EB FZC.

ii. Divestment:

During the year under review, the company has not made any disinvestment.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of guarantee and investments in compliance with Section 186 of the Act made during the year under review, are given in the notes forming part of the financial statements.

The Company has not granted any loan as such.

11. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in nature of business.

12. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31st March 2026, the Company had following subsidiaries:

Name of Subsidiary/Step-down Subsidiary	Relationship
Electronics Bazaar FZC (Incorporated in UAE)	Subsidiary (w.e.f. February 17, 2020)
Bright World Technologies Inc (Incorporated in USA)	Step-down Subsidiary (w.e.f. 14th Nov, 2022)
Sun Electronics Corporation (Incorporated in USA)	Step-down Subsidiary (w.e.f. 09th July, 2024)
Kay Kay Overseas Corporation (Incorporated in USA)	Step-down Subsidiary (w.e.f. 09th July, 2024)
Electronics Bazaar B.V. (Incorporated in Netherlands)	Step-down Subsidiary (w.e.f. 05th Aug, 2024)
Electronics Bazar Inc (Incorporated in Canada)	Step-down Subsidiary (w.e.f. 14th May, 2024)

As on March 31, 2026, there are no joint venture or associate companies.

Pursuant to provision of section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the companys subsidiary in form AOC-1 is attached to the Annual Report of the company as Annexure A.

Material Subsidiary:

Electronics Bazaar FZC is a material subsidiary of the Company for the year under review. It is based out of Sharjah, UAE and is unlisted.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Board comprised of 6 (Six) Directors, consisting of 1 (One) Executive Director designated as Managing Director and 5(Five) Non-Executive Directors. Out of 5(Five) Non-Executive Directors, 2 (Two) are Independent Directors, including 1 (One) Woman Independent Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning. The key skills, expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The composition of Board of Directors of the Company as on March 31, 2026 is as follows:

Sr. No.	Name of Director	DIN	Designation
1	Rinku Vikas Arora	01881530	Chairperson & Independent Director
2	Sharad Khandelwal	03282602	Managing Director
3	Sheetalkumar Dak	00017579	Independent Director
4	Vidhi S Khandelwal	03285189	Non-Executive Director
5	Ajay Pancholi	05168823	Non-Executive Director
6	Amit Chhatar Kumar Midha	09344884	Non-Executive Director

Appointment/ Cessation/ Change in Designation of Directors:

During the year under review, there has been no appointment/cessation or change in designation of Directors.

Retirement by rotation and subsequent reappointment:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Ajay Pancholi is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Declaration from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

As on March 31, 2026, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Sharad Khandelwal, Managing Director

2. Mr. Raakesh Jagdish Jhunjhunwala, Chief Financial Officer

3. Ms. Sarita Tufani Vishwakarma, Company Secretary & Compliance officer

14. NUMBER OF MEETINGS OF THE BOARD:

The Board met 11 (Eleven) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The Board meeting dates and the attendance of members in the meetings are as under:

Serial No.				Directors
	Board Meeting Date	Sharad Khandelwal	Vidhi S Khandelwal	Rinku Vikas Arora	Sheetalkumar Dak	Ajay Pancho	Amit Chhatar i Kumar Midha
01/2025-26	06/Jul/25
02/2025-26	07/Jul/25
03/2025-26	17/Jul/25
04/2025-26	17/Jul/25
05/2025-26	22/Jul/25
06/2025-26	24/Jul/25
07/2025-26	25/Jul/25
08/2025-26	28/Jul/25
09/2025-26	19/Aug/25
10/2025-26	04/Nov/25
11/2025-26	05/Feb/26
Total Meetings eligible to attend		11	11	11	11	11	11
No. of Meetings Attended		11	7	11	11	11	3
% of Attendance		100	63.64	100	100	100	27.27

Present Leave of Absence

15. COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. The Board had constituted the following committees during the year under review:

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Risk Management Committee CSR Committee independent Directors Committee

Details of composition, terms of reference and number of meetings held for Statutory Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

*The committee was constituted for the purpose of Initial Public Offer. As the Initial Public Offer has been completed, the Committee was discontinued effective from November 04, 2025.

16. INDEPENDENT DIRECTORS MEETING:

The Independent Directors met without the attendance of Non-Independent Directors and members of the management and reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairperson of your Company, taking into account the views of Executive Directors and Non-Executive Directors. They assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. BOARD EVALUATION:

A formal evaluation of the performance of the Board of Directors, its Committees, the Chairperson, and Individual Directors was duly carried out for the FY 2025-2026. The evaluation process was led by the Nomination and Remuneration Committee through structured individual questionnaires covering, amongst others, Board composition, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, etc.

As part of the evaluation process, the Independent Directors, at their separate meeting evaluated the performance of Directors individually, in accordance with Schedule IV of the Act and Regulation 25(3) of the Listing Regulations. The performance evaluation of the Board of Directors, its committees, and Individual Directors was conducted by the Nomination and Remuneration Committee, excluding the Director being evaluated. The outcomes thereof were duly collated and placed before the Nomination and Remuneration Committee and the Board of Directors for their consideration.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy, as adopted by the Board of Directors, lays down the criteria for determining qualifications, positive attributes, and independence while evaluating a candidate for appointment or re-appointment as a Director or as a Senior Management. The Policy further establishes the framework for remuneration of Directors, Key Managerial Personnel, Senior Management Personnel, and other employees of the Company. The detailed Nomination and Remuneration Policy is available on the website of the Company and can be accessed through the link: Nomination and Remuneration Policy

19. EMPLOYEE STOCK OPTION SCHEME

In order to reward, retain, and foster a sense of ownership and participation among key employees, the Electronics Bazaar Employees Stock Option Scheme - 2024 ("Scheme") was initially approved by the Board of Directors and Shareholders on December 04, 2024 and December 05, 2024 respectively. Further, the Equity Shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited with effect from July 30, 2025.

Accordingly, the Board of Directors, through its resolution dated November 04, 2025, and the shareholders of the Company, via postal ballot concluded on January 15, 2026, have approved the alignment and ratification of the Scheme in accordance with the SEBI SBEB Regulations.

The maximum number of Options that may be granted in one or more tranches, pursuant to this Scheme shall not exceed 57,00,575 (fifty seven lakhs five hundred seventy five) Employee Stock Options.

During the year under review, no options were granted. However, after the closure of period under review the Nomination and Remuneration Committee ("NRC") has approved the grant of upto 6,96,500 options under the ESOP Scheme 2024 to the eligible employees on 28th May, 2026.

The ESOP related documents are available on the website of the Company at www. electronicsbazaar.com

The certificate from the Secretarial Auditor, confirming compliance with the aforesaid provisions has been enclosed as Annexure-B to this Report.

20. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Companys business. These updates help the Directors in keeping abreast of key changes and their impact on your Company.

With a view to familiarise the Independent Directors with the Companys operations, as required under Regulation 25(7) of the Listing Regulations, familiarization programmes were held. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Annual Report.

21. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control were tested and no reportable material weakness in the design or operation was observed.

23. BOOKS OF ACCOUNTS

Your Company is maintaining books of accounts and other relevant books, papers and financial statements of the Company at the registered office situated at Unit No 415, Hubtown Solaris N.S. Phadke Marg, Andheri (East), Mumbai - 400069, Maharashtra, India.

24. CORPORATE SOCIAL RESPONSIBILITY

In compliance with section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has framed Corporate Social Responsibility (CSR) policy. The CSR Policy and the Annual Action Plan are available on the Companys website at www. electronicsbazaar.com

The brief outline of the Companys CSR initiatives undertaken during the year under review is furnished in Annexure I in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.

25. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is provided as a "Annexure J".

A certificate from M/s. Nishant Bajaj & Associates, Practicing Company Secretaries regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report as Annexure C and the same is also appended to the report on Corporate Governance.

26. ANNUAL RETURN

As required under the provisions of Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is displayed on the website of the Company at https: //www.electronicsbazaar.com/

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company was listed on BSE Limited and National Stock Exchange of India Limited on July 30, 2025. Based on the market capitalisation ranking as at December 31,2025, the Company falls within the top 1,000 listed entities. In accordance with Regulation 3(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the market- capitalisation based provisions applicable to the Company for the first time become applicable from April 1, 2026. Accordingly, the requirement relating to the Business Responsibility and Sustainability Report under Regulation 34(2)(f) is not applicable to the Company for FY 2025-26.

28. RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction ("RPT") Policy. All RPTs entered into during the financial year 2025-26 were in accordance with the Companys RPT Policy and on an arms length basis and in the ordinary course of business.

A statement giving details of all Related Party Transactions entered is placed before the Audit Committee for review on a quarterly basis. The details of the transaction(s) entered into between the Company and the related party under Sections 188 and 134(3)(h) of the Act, are given in Form AOC - 2 enclosed as Annexure D to this report.

The Disclosures as required under Indian Accounting Standard - 24 (Ind AS-24) "Related Party Disclosures" notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in notes forming part of the Standalone Financial Statements.

The Related Party Transaction policy is available on the Companys website and can be accessed through the link- RPT Policy.

29. AUDITORS

i) Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act, M/s. Shankarlal Jain & Associates LLP, Chartered Accountants (ICAI Firm Registration No.109901W/W100082) are the Statutory Auditors of the Company, as per their appointment at the Annual General Meeting held on 30th September, 2022, for a period of 5 (five) years beginning from 01st April 2022 to March 31, 2027, on such terms and conditions and remuneration as may be decided by the Board from time to time.

The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

ii) Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii) Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2026. The Secretarial Audit Report for the financial year ended March 31, 2026 is enclosed to this report marked as Annexure E. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2026, issued by M/s. Nishant Bajaj & Associates, Practicing Company Secretaries, has been submitted to the Stock Exchanges within the prescribed timeline and is available on the website of the Company i.e. www. electronicsbazaar.com.

iv) Internal Auditor

The Board, upon the recommendation of the Audit Committee, had appointed Mrs. Ashita Pandya, Chartered Accountant and Head of Accounts - India, as the Internal Auditor of the Company for the financial year 2025-26. The observations made in the Internal Auditors Report are self-explanatory and, therefore, do not call for any further comments.

30. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as "Annexure F" to this Report.

31. SEXUAL HARASSMENT POLICY

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted ‘Internal Complaints Committee to redress complaints relating to sexual harassment at its workplaces. During the year under review, no complaints were received under the aforesaid Act.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year - NIL

iii. Number of complaints pending more than ninety days - NIL

32. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

33. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairperson of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Companys website at https://www. electronicsbazaar.com/.

34. LISTING ON STOCK EXCHANGE

The Companys shares are listed on the National Stock Exchange of India Limited and BSE Ltd and the Company has paid the listing fees for the Financial Year 2025-26.

35. STATEMENT OF DEVIATION(S) OR VARIATION(S)

The proceeds of the funds raised by the Company through IPO are being utilized in line with the details mentioned in the Prospectus and the monitoring agency has reported no deviation in this regard. The report of the monitoring agency is disclosed to Stock Exchanges on a quarterly basis and available on our website at www. electronicsbazaar.com

36. DEPOSITORIES

The Companys shares are available for dematerialization with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited. The trading in Equity Shares of the Company is permitted only in dematerialized form as per the notification issued by the SEBI. Further, the Companys shares are regularly traded and have never been suspended from Trading. The Annual Custody fees for the FY 2025-26 have been paid to both the Depositories.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

a. Conservation of Energy:

(i) The steps taken or impact on conservation of energy: -

The company is putting continuous efforts to reduce the consumption of energy and maximum possible saving of energy.

(ii) The steps taken by the company for utilizing alternate sources of energy: -

The Company has used alternate source of energy, whenever and to the extent possible

(iii) The capital investment on energy conservation equipment: - NIL

b. Technology Absorption:

(i) The effort made towards technology absorption: - No specific activities have been done by the Company.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: - No specific activity has been done by the Company.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: - NA

(iv) The expenditure incurred on Research & Development: - NIL

c. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earnings and outgo during the financial year as required by the Companies (Accounts) Rules, 2014 are as follow:

During the period under review the following is the foreign exchange inflow and outflow

		Rs. In Millions
Particulars	FY 2025-26	FY 2024-25
Foreign Exchange Earnings in terms of actual inflows	2928.43	3659.56
Foreign Exchange Outgo in terms of actual outflows	143.95	23.29

38. RISK MANAGEMENT POLICY:

The Company has put in place Risk Management Policy compatible with the type and size of operations and risk perception. The said policy is drawn up based on the guidelines of SEBI and stock exchanges issued in this regard.

Your Company has a well-constituted Risk Management Committee, entrusted with the responsibility of assisting the Board in overseeing and approving the enterprise-wide risk management framework and ensuring that all material risks faced by the organization are duly identified, assessed and adequately mitigated through a capable risk management infrastructure.

39. CYBER SECURITY:

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not experience any cyber security incidents, data breaches or loss of data during the year under review.

40. CODE OF CONDUCT:

The Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information. The Company periodically circulates the e-mails/ provides training to familiarise them with the provisions of the Code. The code is available on the Companys website and can be accessed through the link Code of Conduct.

41. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ESCROW ACCOUNT/ UNCLAIMED SUSPENSE ESCROW ACCOUNT

During the year under review, the Company opened an Unclaimed Securities Suspense Escrow Account in connection with its Initial Public Offering (IPO), maintained with Choice Equity Broking Private Limited. As at March 31, 2026, there were no securities lying in the Unclaimed Securities Suspense Escrow Account.

The details in respect of shares held in the Unclaimed Securities Suspense Escrow Account are set out below:

Sr. No. Particulars	No of Shareholders	No of Equity Shares held
1 *Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year i.e. April 01, 2025	Nil	Nil
2 *Aggregate number of shareholders and shares credited in the suspense account pursuant to the Initial Public Offer	2	126
3 Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	2	126
4 Number of shareholders to whom shares were transferred from suspense account during the year	2	126
5 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. March 31, 2026	Nil	Nil

*There were no shares in the Unclaimed Securities Suspense Escrow Account at the beginning of the year. However, pursuant to the IPO, 126 equity shares were credited to the Unclaimed Securities Suspense Escrow Account on August 1, 2025. Accordingly, these details have been additionally disclosed in Serial No. 2.

42. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitment affecting the financial position of the Company occurred between the end of the financial year i.e. March 31, 2026 and the date of this report.

43. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going concern status and Companys operations in future.

44. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting

Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

45. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

46. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

47. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

48. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the audit committee and/ or board under Section 143(12) of Act and Rules framed thereunder.

49. APPRECIATION

Your directors take this opportunity to express their sincere gratitude to the Members, bankers, regulatory authorities, stock exchanges, and other business associates for their continued support and cooperation, which have contributed to the smooth conduct of the Companys operations during the year under review.

Your Companys employees are the real asset of the Company and play an essential role in your Company scaling new heights, year after year. Your directors place on records their deep appreciation for the exemplary contribution made by them at all levels. Your involvement as Members is also greatly valued. Your directors look forward to your continued support and pledge to continue to work towards the enhancement of Members value and continued growth of the Company.

For and on behalf of Board of Directors
For GNG Electronics Limited
Sharad Khandelwal	Vidhi S Khandelwal
Managing Director	Director
DIN:03282602	DIN:03285189
Place: New York
Date: August 27, 2026