GS Auto International has notified BSE Limited about its exemption from corporate governance compliance requirements for the quarter ended December 31, 2025. The company cited Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which provides relief to smaller companies from stringent governance norms.

Exemption Criteria and Duration

The exemption applies because the company's paid-up equity share capital and net worth do not exceed ₹10 crores and ₹25 crores respectively. This threshold has been maintained for four consecutive financial years, making the company eligible for relief from corporate governance provisions effective April 1, 2024.

The exemption covers multiple SEBI regulations including Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and specific clauses of regulation 46 and Schedule V. Consequently, GS Auto International is not required to submit the quarterly compliance report on corporate governance for Q3 FY26.

Financial Position Across Four Years

A certificate from practicing chartered accountant Sukhminder Singh & Co. confirms the company's financial parameters across four financial years:

The equity share capital remained constant at ₹725.73 lacs throughout the four-year period, while the net worth fluctuated between ₹1,970.15 lacs and ₹2,266.69 lacs, consistently staying below the ₹25 crore threshold.

Regulatory Compliance and Future Obligations

The company has assured BSE that it will comply with corporate governance provisions within six months from the date these requirements become applicable. The exemption certificate was issued on July 17, 2025, and verified through the ICAI UDIN system with reference number 25558069BMHHXU2131.

Company Secretary Sandeep, holding ICSI membership number A72232, signed the compliance notification on January 6, 2026. The communication was addressed to the Department of Corporate Relations at BSE Limited, referencing the company's scrip code 513059.

G.S. Auto International Limited successfully concluded its Extra-Ordinary General Meeting (EGM) on January 3, 2026, with shareholders approving all proposed resolutions that will significantly enhance the company's financial flexibility and growth potential. The meeting, conducted through video conferencing from 11:00 AM to 11:14 AM, witnessed strong participation and unanimous support across all three strategic resolutions.

EGM Results and Comprehensive Voting Analysis

The EGM demonstrated robust shareholder engagement with detailed voting outcomes confirming strong confidence in the company's strategic direction:

Resolution Outcomes and Detailed Voting Pattern

All three resolutions achieved identical approval rates, demonstrating unified shareholder support for the company's strategic initiatives:

Resolution 1: New Memorandum of Association

Shareholders approved the adoption of a new set of Memorandum of Association (MOA) in accordance with the Companies Act, 2013. This special resolution ensures the company's compliance with updated regulatory requirements and modern corporate governance practices, receiving strong support from 64 members who voted in favour.

Resolution 2: Authorized Share Capital Enhancement

The ordinary resolution to increase the company's authorized share capital from ₹13.00 crores to ₹25.00 crores was successfully passed with identical voting patterns. This 92.31% increase provides enhanced flexibility for future equity financing and strategic transactions.

Resolution 3: Investment Limit Expansion

Shareholders approved the special resolution to revise investment limits under Section 186 of the Companies Act, 2013, from ₹10.00 crores to ₹25.00 crores. This 150% increase applies to investments, loans, guarantees, and securities, enabling more aggressive growth strategies.

Voting Process and Regulatory Compliance

The comprehensive voting process was conducted with full regulatory compliance and transparency measures:

The scrutinizer's comprehensive report confirmed that all resolutions were passed with the requisite majority, with no invalid votes recorded across any category. The voting breakdown showed consistent patterns across all three resolutions, with promoter and promoter group achieving 86.74% approval rate and public non-institutional shareholders demonstrating 100% support.

Strategic Implications and Market Impact

These approved measures position G.S. Auto International for enhanced operational flexibility and growth opportunities. The increased authorized share capital provides substantial room for future equity raises or strategic partnerships, while the expanded investment limits enable the company to pursue larger strategic investments and business expansion initiatives.

The unanimous approval pattern across all shareholder categories reflects strong confidence in the company's strategic direction and management's ability to execute growth plans effectively. With the scrutinizer's report filed and regulatory compliance completed, these changes will become effective following necessary documentation updates and regulatory formalities.