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GNG Electronics Limited Capital/Financing Update 2025

Nov 4, 2025

60522_rns_2025-11-04_39eb7c7d-9016-4e8b-b20d-6278e2379794.pdf

Capital/Financing Update

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November 04, 2025

To, To, National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5th Floor, C-1, Block G, Bandra Phiroze Jeejeebhoy Towers, Kurla Complex, Bandra (E), Mumbai 400051 Dalal Street, Mumbai – 400001 NSE Symbol - EBGNG Scrip Code – 544455

Sub: Monitoring Agency Report for the Quarter ended September 30, 2025

Dear Sir/ Madam,

Pursuant to Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 please find enclosed herewith Monitoring Agency Report in respect of utilization of proceeds of IPO for the Quarter ended September 30, 2025 issued by CARE Ratings Limited, Monitoring Agency.

You are requested to take the above information on record.

FOR GNG ELECTRONICS LIMITED

Digitally signed by SARITA SARITA TUFANI TUFANI VISHWAKARMA VISHWAKARMA Date: 2025.11.04 17:01:57 +05'30'

Sarita Vishwakarma Company Secretary & Compliance officer Membership No. A59547

GNG Electronics Limited

(Formerly known as GNG Electronics Private Limited) CIN: L72900MH2006PLC165194

415, Hubtown Solaris, N. S. Phadke Marg, Opp. Saiwadi Telli Galli, Andheri (East), Mumbai - 400 069, Maharashtra, India. www.electronicsbazaar.com | Email Id: [email protected]

Monitoring Agency Report

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No. CARE/HO/GEN/2025-26/1153

The Board of Directors

GNG Electronics Limited

Hubtown Solaris, Near East West Flyover Bridge, Prof N S Phadke Marg, Andheri East, Mumbai- 400069

November 04, 2025

Dear Sir,

Monitoring Agency Report for the quarter ended September 30, 2025- in relation to the Initial Public Offering (IPO) of equity shares of GNG Electronics Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Initial Public Offering (IPO) of equity shares for the amount aggregating to Rs. 400.00 crore of the Company and refer to our duties cast under Regulation 41 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended September 30, 2025 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated July 04, 2025.

Request you to kindly take the same on records.

Thanking you,

Yours faithfully,

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Mr. Raunak Modi

Assistant Director [email protected]

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Report of the Monitoring Agency

Name of the issuer: GNG Electronics Limited For quarter ended: September 30, 2025 Name of the Monitoring Agency: CARE Ratings Limited a. Deviation from the objects: No

  • b. Range of Deviation: Not applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The Monitoring Agency (MA) does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

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Signature:

Name and designation of the Authorized Signatory: Mr. Raunak Modi Designation of Authorized person/Signing Authority: Assistant Director

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1) Issuer Details:

Name of the issuer Name of the promoter

: GNG Electronics Limited : Kay Kay Overseas Corporation Amiable Electronics Private Limited Mr. Sharad Khandelwal Mrs. Vidhi Khandelwal

Industry/sector to which it belongs

: Computers Hardware and Equipments

2) Issue Details

Issue Period : July 23, 2025 to July 25, 2025 Type of issue (public/rights) : Public Issue (IPO) Type of specified securities : Equity Shares IPO Grading, if any : Not Applicable Issue size (in crore) : Rs. 400.00 crore

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Reply Source of information / certifications
considered by Monitoring Agency for
preparation of report		 Comments of the Monitoring Agency Comments of the
Board of
Directors
Whether all utilization is as per the disclosures in the Offer
Document?		 Yes Chartered Accountant certificate*, Letter of
Offer, Management Certificate		 The utilization of the proceeds in Q2 FY26 is
in line with the Offer Document.		 No comments
Whether shareholder approval has been obtained in case of
material deviations# from expenditures disclosed in the Offer
Document?		 Not
Applicable		 Chartered Accountant certificate*, Letter of
Offer, Management Certificate		 Nil No comments
Whether the means of finance for the disclosed objects of the
issue have changed?		 Not
Applicable		 Chartered Accountant certificate*, Letter of
Offer, Management Certificate		 Nil No comments
Is there any major deviation observed over the earlier
monitoring agency reports?		 Not
applicable		 Chartered Accountant certificate*, Letter of
Offer, Management Certificate		 This is the first monitoring agency report for
the issue.		 No comments
Whether all Government/statutory approvals related to the
object(s) have been obtained?		 Yes Chartered Accountant certificate*, Letter of
Offer, Management Certificate		 The company has obtained approval from RBI
for transfer of funds to its overseas subsidiary.		 No comments
Whether all arrangements pertaining to technical
assistance/collaboration are in operation?		 Not
applicable		 Chartered Accountant certificate*, Letter of
Offer, Management Certificate		 Nil No comments
Are there any favorable/unfavorable events affecting the
viability of these object(s)?		 No Chartered Accountant certificate*, Letter of
Offer, Management Certificate		 Nil No comments
Is there any other relevant information that may materially
affect the decision making of the investors?		 No Chartered Accountant certificate*, Letter of
Offer, Management Certificate		 Nil No comments

^ Chartered Accountants certificate from Shankarlal Jain and Associates LLP dated October 31, 2025 bearing UDIN 25160291BPUAKF5652

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#Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

4) Details of objects to be monitored:

(i) Cost of objects –

Sr.
No		 Original cost
(as per the Offer
Document) in Rs.
Crore		 Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
Source of information / Revised
Reason
for cost
revision		 Particulars of -
Item certifications considered by Cost Comments of the Proposed
firm
Head Monitoring Agency for in Rs. Monitoring Agency
financing
arrangements
preparation of report Crore
option

made
1

i


 Prepayment and/or repayment, in full or
n part, of all or a portion of certain
outstanding borrowings availed by our
Company and our Material Subsidiary
namely,Electronics Bazaar FZC
a Debt repayment of the company CA certificate* and Letter of Offer 220.00 - - No comments
b
Debt
repayment
of
the
material
subsidiary– Electronics Bazaar FZC		 CA certificate* and Letter of Offer 100.00 - - No comments
2 General Corporate Purpose CA certificate* and Letter of Offer 46.42 - - No comments
3 Issue Expenses CA certificate* and Letter of Offer 33.58 - - No comments
Total 400.00 -
  • Chartered Accountants certificate from Shankarlal Jain and Associates LLP dated October 31, 2025 bearing UDIN 25160291BPUAKF5652

– (ii) Progress in the objects

Sr.
No		 Item
Head		 Source of information
/ certifications
considered by
Monitoring Agency
for preparation of
report		 Comments of the
Board of Directors		 Comments of the
Board of Directors
Amount as
proposed
in the Offer
Document
in Rs. Crore		 Amount utilised in Rs. Crore Total Comments of the Monitoring
Agency
As at unutilised Reasons
for idle
funds		 Proposed
course of
action
beginning During
 At the end
 amount in

of the		 the
 of the
 Rs. crore
quarter quarter quarter
1 Prepayment
and/or
repayment, in full or in part,
of all or a portion of certain
outstanding
borrowings
availed by our Company and
our
Material
Subsidiary

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Sr.
No		 Item
Head		 Source of information
/ certifications
considered by
Monitoring Agency
for preparation of
report		 Comments of the
Board of Directors		 Comments of the
Board of Directors
Amount as
proposed
in the Offer
Document
in Rs. Crore		 Amount utilised in s. Crore Total Comments of the Monitoring
Agency
As at
beginning
of the
quarter		 unutilised Reasons
for idle
funds		 Proposed
course of
action
During
 At the end
 amount in
the
 of the
 Rs. crore
quarter quarter
namely, Electronics Bazaar
FZC
a Debt
repayment
of
the
company		 CA Certificate*, Letter of
Offer, Bank statements		 220.00 - 220.00 220.00 - In Q2 FY26, the company has
transferred Rs. 220 crore from the
MA account to current account with
HDFC Bank from where it has been
utilised
to
repay
borrowings
including Rs. 21.28 crore cash
credit from Axis Bank, Rs. 30.00
crore purchase bill discounting
from DBS Bank, Rs. 30.01 crore
WCDL from Federal Bank, Rs. 19.74
crore PBD and Rs. 21.29 crore
WCDL from HDFC Bank, Rs. 21.14
crore WCDL from ICICI Bank, Rs.
34.48 crore WCDL from IDFC First
Bank Limited and Rs. 42.04 crore
CC/WCDL from Kotak Mahindra
Bank.		 No comments
b Debt
repayment
of
the
material
subsidiary
–
Electronics Bazaar FZC		 CA Certificate*, Letter of
Offer, Board resolution
dated July 28, 2025,
Bank statements		 100.00 - 100.00 100.00 - Pursuant to the board resolution
dated July 28, 2025, the company
has transferred Rs. 100 crore to
Electronics
Bazaar
FZC
(EB)
towards subscription of 4842 equity
shares,
in
line
with
the
requirements
of
the
offer
document. Further, EB has utilised
the funds to repay Rs. 72.45 crore
WCDL from HDFC Bank, Rs. 11.99
crore channel financing from RAK
Bank and Rs. 15.54 crore channel
financing
from
Emirates
International Bank.		 No comments
2 General Corporate Purpose CA Certificate*, Letter of
Offer, Bank statements,		 46.42 - 46.42 46.42 - During the quarter, the company
has transferred Rs. 46.42 crore

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Sr.
No		 Item
Head		 Source of information
/ certifications
considered by
Monitoring Agency
for preparation of
report		 Comments of the
Board of Directors		 Comments of the
Board of Directors
Amount as
proposed
in the Offer
Document
in Rs. Crore		 Amount utilised in s. Crore Total Comments of the Monitoring
Agency
As at
beginning
of the
quarter		 unutilised Reasons
for idle
funds		 Proposed
course of
action
During
 At the end
 amount in
the
 of the
 Rs. crore
quarter quarter
invoices, Board
Resolution dated July
28, 2025		 from MA account to HDFC Current
account and made payments to
several vendors towards purchase
of raw materials. As per the offer
document,
the
allocation
or
quantum of utilisation of funds
towards the specific purposes
under general corporate purposes
will be determined by the Board.
The board has, vide resolution
dated July 28, 2025, delegated its
authority in this respect to the
management. MA has received
confirmation from the management
approving the said utilisation under
general corporate purposes.		 No comments
3 Issue Expenses CA Certificate*,
Letter of Offer, Bank
statements, invoices		 33.58 - 16.69 16.69 16.89 During the quarter, the company
has claimed reimbursement of Rs.
2.39 crore towards issue expenses
incurred earlier. The company has
incurred Rs. 14.30 crore towards
issue expenses paid in Q2 FY26.		 No comments
Total 400.00 - 383.11 383.11 16.89
* Chartered Accountant certificate from Shankarlal Jain and Associates LLP dated October 31, 2025 bearing UDIN 25160291BPUAKF5652
(iii) Deployment of unutilized proceeds:
Sr.
No.		 Type of instrument and name of the entity invested
in		 Amount invested Maturity date Earning Return on
Investment (%)		 Market Value as at the
end of quarter
1. Public Issue Account maintained with HDFC Bank (a/c no.
57500001793693)		 16.89 - - - -
Total 16.89

Verified with the help of Chartered Accountant certificate from Shankarlal Jain and Associates LLP dated October 31, 2025 bearing UDIN 25160291BPUAKF5652

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– (iv) Delay in implementation of the object(s)

Completion Date Completion Date Delay (no. of Comments of the Board of Directors Comments of the Board of Directors
Objects
days/		 Proposed course of
As per the offer document Actual Reason of delay
months)
action
Prepayment and/or repayment, in full or in part, of all
or a portion of certain outstanding borrowings availed
by our Company and our Material Subsidiary namely,
Electronics Bazaar FZC
-
Debt repayment of the company		 March 31, 2026 August 02, 2025 No delay No comments
-
Debt repayment of the material subsidiary –
Electronics Bazaar FZC		 March 31, 2026 September 04, 2025 No delay No comments
General Corporate Purpose March 31, 2026 September 30, 2025 No delay No comments
Issue Expenses Not Specified* Not Specified* Not applicable No comments

Note: Verified with the help of Chartered Accountant certificate from Shankarlal Jain and Associates LLP dated October 31, 2025 bearing UDIN 25160291BPUAKF5652 *The offer document does not specify the timeline for utilisation of funds towards issue expenses

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

Sr.
No		 Source of information /
Comments of the
Amount certifications considered by


Item Head^		 Comments of Monitoring Agency Board of
in Rs. Crore
Monitoring Agency for preparation
Directors
of report
1 Vendor Payments 46.42 C.A. Certificate*, Letter of Offer,
Management declaration, bank
statements and invoices.		 During the quarter, the company has transferred Rs. 46.42 crore from MA account
to HDFC Current account and made payments to several vendors towards
purchase of raw materials. As per the offer document, the allocation or quantum
of utilisation of funds towards the specific purposes under general corporate
purposes will be determined by the Board. The board has, vide resolution dated
July 28, 2025, delegated its authority in this respect to the management. MA has
received confirmation from the management approving the said utilisation under
general corporate purposes.






No comments
Total 46.42
  • Chartered Accountants certificate from Shankarlal Jain and Associates LLP dated October 31, 2025 bearing UDIN 25160291BPUAKF5652

^Section from the offer document related to GCP:

“Our Company intends to deploy any balance left out of the Net Proceeds aggregating to ₹ 464.24 million towards general corporate purposes, as approved by our management from time to time, subject to such utilisation for general corporate purposes not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR Regulations. The allocation or quantum of utilisation of funds towards the specific purposes described above will be determined by our Board, based on our business requirements and other relevant considerations, from time to time. Our management, in accordance with the policies of the Board, shall have the flexibility in utilising surplus amounts, if any”

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Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditor which is peer reviewed audit firm appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from statutory auditors which is peer reviewed audit firm, lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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