GNG Electronics Ltd

GNG Electronics Ltd — Trading Window Closed from Oct 01, 2026 till 48 hours after declaration of unaudited financial results for the quarter ended Sep 30, 2026

AGM details

• AGM held on 24 September 2026 via Video Conferencing / OAVM.
• Record date for voting: 17 September 2026; shareholders on record: 65,941.

Key resolutions and outcome

• Resolution 1 (Ord): Adoption of standalone and consolidated financial statements for year ended 31 March 2026; passed.
• Resolution 2 (Ord): Re-appointment of Ajay Pancholi by rotation; passed.
• Resolution 3 (Ord): Appointment of Secretarial Auditor for five years; passed.
• Resolution 4 (Special): Investments/loans/guarantees/securities under Section 186; passed.
• Resolution 5 (Special): Increase borrowing limits under Section 180(1)(c); passed.
• Resolution 6 (Special): Creation of charges and hypothecation on assets under Section 180(1)(a); passed.
• Resolution 7 (Ord): Related party transactions with Electronics Bazaar FZC; passed.
• Resolution 8 (Ord): Related party transactions with Mr. Sharad Khandelwal; passed.
• Resolution 9 (Ord): Related party transactions with Mrs. Vidhi S Khandelwal; passed.
• Resolution 10 (Ord): Related party transactions with Electronics Bazaar FZC and Bright World Technologies Inc; passed.
• Resolution 11 (Ord): Related party transactions with Electronics Bazaar FZC and Kay Kay Overseas Corp; passed.

Directors and auditors

• Ajay Pancholi re-appointed by rotation as director.
• Secretarial Auditor appointed for five-year term.

Related party transactions

• Material RPTs with Electronics Bazaar FZC, Bright World Technologies Inc, and Kay Kay Overseas Corp approved.
• RPTs with individual related parties (Khandelwal family) approved.

AGM Details

• AGM held on Sept 24, 2026 at 04:00 p.m. IST via VC/OAVM.
• Remote e-voting commenced Sept 20, 2026 at 9:00 a.m. and ended Sept 23, 2026 at 5:00 p.m.
• Meeting concluded at 04:48 p.m. IST.
• Quorum: 59 members attended via virtual platform.

Ordinary Business

• Adopt audited standalone and consolidated financial statements; results to be declared within two working days.
• Re-appoint Ajay Pancholi; retire by rotation; results to be declared within two working days.

Special Business

• Appoint Secretarial Auditor for five consecutive years; results to be declared within two working days.
• Authorize investments/loans and guarantees or securities under Section 186; results to be declared within two working days.
• Increase borrowing limits under Section 180(1)(c); results to be declared within two working days.
• Create charges, mortgage, hypothecation on assets under Section 180(1)(a); results to be declared within two working days.
• Approve related party transactions with Electronics Bazaar FZC; results to be declared within two working days.
• Approve related party transactions with Mr. Sharad Khandelwal; results to be declared within two working days.
• Approve related party transactions with Mrs. Vidhi S Khandelwal; results to be declared within two working days.
• Approve related party transactions between Electronics Bazaar FZC and Bright World Technologies Inc; results to be declared within two working days.
• Approve related party transactions between Electronics Bazaar FZC and Kay Kay Overseas Corporation; results to be declared within two working days.

AGM notice and annual report access

• 20th AGM scheduled for 24 September 2026 at 04:00 PM IST via VC/OAVM.
• Notice and Annual Report for FY 2025-26 sent electronically to registered emails on Aug 28, 2026.
• Remote e-voting window from Sep 20 to Sep 23, 2026; voting cut-off Sep 17, 2026.
• Annual Report and AGM notices available on NSE, BSE, and company site; update emails encouraged.
• Shareholders are advised to dematerialize physical holdings for faster, compliant transactions.

AGM Details

• Date/time/mode: 24 Sep 2026, 04:00 PM IST, via VC/OAVM
• Voting cut-off: 17 Sep 2026; e-voting window Sep 20–23, 2026
• Register/Book closure: Sep 18–24, 2026 (both days inclusive)
• Proxy facility not available due to VC/OAVM framework

Resolutions to Vote

• Ordinary: adopt standalone and consolidated financial statements
• Ordinary: reappoint Ajay Pancholi as director
• Ordinary: NNJ & Co Secretarial Auditor for five years; remuneration ₹2,15,000
• Special: invest/extend loans/guarantees up to ₹10,000 million
• Special: increase borrowing limit to ₹10,000 million
• Special: create charges to secure borrowings up to ₹10,000 million
• Ordinary: material related party transactions with Electronics Bazaar FZC up to ₹8,200 million
• Ordinary: material related party transactions with Mr. Sharad Khandelwal up to ₹2,000 million
• Ordinary: material related party transactions with Mrs. Vidhi S. Khandelwal up to ₹2,000 million
• Ordinary: material related party transactions between EB FZC and Bright World Technologies up to ₹7,000 million
• Ordinary: material related party transactions between EB FZC and Kay Kay Overseas up to ₹5,000 million
• Special: ESOP alignment and extension via postal ballot; 96.20% in favor

Dividend

• Dividend: no dividend proposed/declared for FY 2025-26

Director & Auditor Changes

• Director: Ajay Pancholi to retire by rotation; reappointment proposed
• Statutory Auditor: Shankarlal Jain & Associates LLP
• Secretarial Auditor: NNJ & Co. (peer-reviewed); five-year term
• Internal Auditor: Ashita Pandya

Material Related Party Transactions

• EB FZC: related party; aggregate up to ₹8,200 million for FY2026-27
• Mr. Sharad Khandelwal: up to ₹2,000 million (personal guarantees)
• Mrs. Vidhi S. Khandelwal: up to ₹2,000 million (personal guarantees)
• EB FZC with Bright World Technologies Inc: up to ₹7,000 million
• EB FZC with Kay Kay Overseas Corporation: up to ₹5,000 million

ESOP & Other Approvals

• ESOP 2024: alignment/ratification; postal ballot approved
• ESOP cap: up to 57,00,575 options

Notes on Voting Outcome (where available)

• ESOP alignment/extension: 96.20% in favor, 3.80% against (postal ballot)

Financial performance

• FY26 standalone revenue ₹9,174.97m; consolidated ₹18,910.75m.
• Standalone PAT ₹399.26m; Consolidated PAT ₹1,320.16m.
• EBITDA ₹201m; EBITDA margin 10.6% in FY26.
• PAT margin 7.0% in FY26.
• ROE 26.83% for FY26.
• Debt-Equity ratio 0.55x; improved from FY25.
• Consolidated adjusted net debt/equity 0.39x.
• IPO raised ₹4,000m; ₹3,942.41m utilised; ₹57.59m unutilised.
• FY26 revenue growth context: segment revenue up 34% YoY to ₹1,891 crore.
• 726,872 devices refurbished in FY26; up 23%.

Scale and footprint

• Global footprint across 46 countries.
• 10 refurbishing facilities (2 India, 1 USA, 7 UAE) totalling 120,000+ sq ft.
• Procurement network of 720+ partners worldwide.
• 4,895 touchpoints across multi-channel network.

Geography and market reach

• 67% of revenue from outside India.
• Operations span North America, Europe, Africa, Middle East, Asia.
• Geographic split confirms diversified revenue base.

Capital structure and IPO

• IPO proceeds of ₹4,000m; listed on NSE/BSE as of July 2025.
• IPO utilised primarily to repay debt and fund growth; 57.59m unutilised IPO funds.
• Standalone net debt to equity 0.19x; consolidated 0.39x.

Governance and oversight

• Board: 6 directors; 2 independent; 1 woman independent; MD as chair.
• Audit Committee: meets with defined scope; no material audit qualifications.
• CSR Committee: three directors; CSR spend ₹3.87m in FY26.

Related party transactions and governance

• Material RPTs approved for FY2026-27 with Electronics Bazaar FZC up to ₹8,200m.
• RPTs with Bright World Technologies Inc up to ₹7,000m; with Kay Kay Overseas up to ₹5,000m.
• RPTs with Mr. Sharad Khandelwal up to ₹2,000m; with Mrs. Vidhi S Khandelwal up to ₹2,000m.
• RPTs executed at arm's length and in ordinary course; Audit Committee oversight.

Audit, controls and risk

• Internal controls judged adequate; no material weaknesses reported.
• Auditors: Shankarlal Jain & Associates LLP; no qualifications on standalone/consolidated FS.
• Cyber security, risk management and whistleblower mechanism in place.

Outlook and strategy

• FY27: disciplined execution, sustainable growth, and profitability focus.
• AI-led demand and higher component prices bolster refurbished premium segment.
• Regulatory tailwinds and ESG considerations support circular-economy model.

Dividend and AGM

• Board did not recommend a dividend for FY2025-26.
• AGM and related notices issued; meeting held via VC/OAVM in line with MCA SEBI norms.

Book closure for AGM

• Register of Members and Share Transfer Register will be closed 18–24 Sep 2026 for the 20th AGM.

Director appointments

• Ajay Pancholi re-appointed as Non-Executive Non-Independent Director, effective 27 August 2026.
• Affirmed not debarred from directorship by SEBI or equivalent authority.

Secretarial auditor appointment

• N N J & Co appointed Secretarial Auditor for five years from FY 2026-27 to FY 2030-31.
• Term: five consecutive years, FY 2026-27 to 2030-31.
• Subject to shareholder approval at the ensuing AGM.

Material related party transactions

• GNG Electronics to Electronics Bazaar FZC: sale of goods/services up to Rs 8,200 million.
• GNG Electronics to Promoter Sharad Khandelwal: personal guarantee up to Rs 2,000 million.
• GNG Electronics to Promoter Vidhi S Khandelwal: personal guarantee up to Rs 2,000 million.
• Electronics Bazaar FZC to Bright World Technologies Inc.: sale of goods/services and purchases up to Rs 7,000 million.
• Electronics Bazaar FZC to Kay Kay Overseas Corp.: sale of goods/services and purchases up to Rs 5,000 million.

Governance approvals

• Approval of Director's Report including annexures and MD&A for FY ended March 31, 2026.
• Notice of 20th AGM fixed for Sept 24, 2026 at 04:00 PM IST via VC/OAVM.
• Book closure Sept 18–24, 2026; cut-off Sept 17; remote e-voting Sept 20–23.
• Scrutinizer appointed for AGM e-voting: Nishant Bajaj.

Regulatory disclosures

• Annexure-A attached with director appointment details.
• Annexure-B attached with secretarial auditor appointment details.
• Disclosure under Regulation 30 and related circulars attached.