GNG Electronics Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

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:

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 Company’s 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 '' 2 each and an Offer for
Sale of 2,550,000 Equity Shares of face value of
'' 2/- each at an issue price of '' 237/- per Equity
Share (including a premium of '' 235/- per Equity
Share). Through this IPO, the Company raised
'' 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 Company’s equity shares were successfully
listed on the NSE and BSE on July 30, 2025. The
Company’s equity shares debuted at '' 355 per
share on the National Stock Exchange of India
Limited (NSE), representing a gain of 49.8% over
the issue price, and at '' 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
Company’s 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

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.

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:

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 Company’s 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 Company’s 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 Company’s 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 Company’s website at www.
electronicsbazaar.com

The brief outline of the Company’s 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 athttps: //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
Company’s 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 Company’s 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 Auditor’s
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 Company’s 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 Company’s website athttps://www.
electronicsbazaar.com/.

34. LISTING ON STOCK EXCHANGE

The Company’s 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 Company’s 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
Company’s 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

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
Company’s 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 Company’s shares by Company’s 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 Company’s
shares and sharing Unpublished Price Sensitive
Information ("UPSI”).

The Code covers Company’s 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 Company’s website and can be accessed
through the linkCode 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:

*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 Company’s 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 Company’s operations
during the year under review.

Your Company’s 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