GNG Electronics Dispatches Postal Ballot Notice for ESOP Extension and RPT Approvals

GNG Electronics Limited has dispatched its postal ballot notice to shareholders on December 16, 2025, seeking approval for several key corporate initiatives including ESOP scheme modifications and material related party transactions worth ₹550 crores.

Postal Ballot Process and Timeline

The company has initiated the postal ballot process with e-voting commencing on December 17, 2025 at 9:00 AM (IST) and concluding on January 15, 2026 at 5:00 PM (IST). The cut-off date for determining eligible shareholders was set as December 12, 2025.

Parameter	Details
E-voting Start	December 17, 2025 at 9:00 AM (IST)
E-voting End	January 15, 2026 at 5:00 PM (IST)
Cut-off Date	December 12, 2025
Scrutinizer	M/s Nishant Bajaj Associates
E-voting Platform	Bigshare Services Private Limited

Key Resolutions for Shareholder Approval

The postal ballot notice contains four critical resolutions requiring shareholder consent:

ESOP Scheme Modifications

Resolution 1 (Special Resolution): Alignment and ratification of Electronics Bazaar Employees Stock Option Scheme 2024 as per SEBI regulations

Resolution 2 (Special Resolution): Extension of ESOP benefits to employees of subsidiary companies, associate companies, and holding companies

ESOP Details	Specifications
Total Options	57,00,575 employee stock options
Percentage of Capital	5% of post-listing share capital
Face Value	₹2.00 per equity share
Vesting Period	Minimum 1 year, maximum 5 years
Exercise Period	2 years from vesting date

Material Related Party Transactions

Resolution 3 (Ordinary Resolution): Approval for material RPT with Electronics Bazaar FZC (subsidiary) for sales of goods and services up to ₹300 crores during FY 2025-26

Resolution 4 (Ordinary Resolution): Approval for material RPT between Electronics Bazaar FZC and Bright World Technologies INC (step-down subsidiary) for sales transactions up to ₹250 crores during FY 2025-26

Transaction Details	Amount	Parties
GNG Electronics - Electronics Bazaar FZC	₹300 crores	Parent-Subsidiary
Electronics Bazaar FZC - Bright World Technologies	₹250 crores	Subsidiary-Step-down Subsidiary
Total RPT Value	₹550 crores	Combined Transactions

Previous Board Decisions and Corporate Actions

The current postal ballot follows significant board decisions made through circular resolution on December 12, 2025, which expanded the scope of previously approved initiatives from the November 4, 2025 board meeting.

Credit Facility Enhancement

Facility Type	Previous Limit	New Limit	Increase
Credit Facilities	₹72.50 crores	₹201.50 crores	₹129.00 crores
Standby Letter of Credit	₹77.00 crores	₹82.00 crores	₹5.00 crores
Total Sanctioned Limits	₹149.50 crores	₹283.50 crores	₹134.00 crores

Strong Financial Performance

The company reported robust Q2 financial results, demonstrating strong operational performance:

Financial Metric	Current Quarter	Previous Year	Growth
Consolidated Net Profit	₹326.60 million	₹185.20 million	76%
Revenue	₹4.40 billion	₹3.12 billion	41%
EBITDA	₹465.40 million	₹323.10 million	44%
EBITDA Margin	10.58%	10.35%	23 bps

Corporate Governance and Compliance

The postal ballot process demonstrates the company's commitment to regulatory compliance and shareholder governance. All proposed transactions are structured to be conducted at arm's length and in the ordinary course of business, with appropriate audit committee and board approvals already secured.

The results of the postal ballot will be announced within two working days of the conclusion of the e-voting process and will be communicated to stock exchanges where the company's shares are listed.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.79%	+4.70%	-4.34%	-6.43%	-6.43%	-6.43%

GNG Electronics Limited , a prominent player in the electronics industry, has announced a significant expansion of its operations in the United Arab Emirates (UAE) through its material subsidiary, Electronics Bazaar (FZC).

New Facility in Ajman

Electronics Bazaar BLC, a branch of Electronics Bazaar (FZC), has signed a Facility Lease Agreement with Free Zones Authority - Ajman for a new space in Ajman, UAE. The key details of the lease are as follows:

Location: Ajman, UAE
Lease Area: 1,017 square meters (10,943 square feet)
Lease Tenure: One year, from September 26, 2025, to September 25, 2026 (renewable annually)

This strategic move aims to meet the increasing operational requirements and enhance the company's refurbishing and storage capacity in the region.

Additional Expansion in Sharjah

In addition to the Ajman facility, GNG Electronics has secured additional refurbishment facilities at Sharjah Airport International Free Zone, totaling 750 square meters (8,073 square feet).

Expanded Footprint

With these new additions, GNG Electronics has significantly increased its presence in the UAE:

Facility Type	Size (sq meters)	Size (sq feet)
Total UAE Refurbishment Facility	3,767	40,544
Global Refurbishment Facility	7,167	77,144

Strategic Implications

This expansion is a clear indication of GNG Electronics' commitment to strengthening its position in the UAE market. The increased refurbishment and storage capacity is likely to enhance the company's operational efficiency and ability to meet growing demand in the region.

Sarita Vishwakarma, Company Secretary & Compliance Officer of GNG Electronics Limited, confirmed the development in a regulatory filing, stating that the lease has been undertaken to meet increasing operational requirements and expand refurbishing and storage capacity in the region.

As GNG Electronics continues to grow its footprint in the UAE, investors and industry observers will be keen to see how this expansion translates into business growth and market share in the competitive electronics sector.