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RED HERRING PROSPECTUS
Dated July 17, 2025
Please read section 32 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR code to view
the Red Herring Prospectus)
GNG ELECTRONICS LIMITED
CORPORATE IDENTITY NUMBER: U72900MH2006PLC165194
REGISTERED AND
CONTACT PERSON E-MAIL AND TELEPHONE WEBSITE
CORPORATE OFFICE
Unit No. 415, Hubtown Sarita Tufani Vishwakarma Email: compliance@electronicsbazaar.com www.electronic
Solaris, Company Secretary and Telephone: +91 22 3123 6588 sbazaar.com
N.S. Phadke Marg, Andheri Compliance Officer
(East),
Mumbai - 400069,
Maharashtra, India
OUR PROMOTERS: SHARAD KHANDELWAL, VIDHI SHARAD KHANDELWAL, KAY KAY OVERSEAS CORPORATION
AND AMIABLE ELECTRONICS PRIVATE LIMITED
DETAILS OF THE OFFER TO PUBLIC
SIZE OF THE ELIGIBILITY AND SHARE
SIZE OF THE
TYPE OFFER FOR TOTAL OFFER SIZE RESERVATION AMONG QIBs, NIIs
FRESH ISSUE
SALE AND RIIs
Fresh Issue and Up to [●] Equity Up to 2,550,000 Up to [●] Equity Shares of face value of ₹2 This Offer is being made in compliance
Offer for Sale Shares of face Equity Shares of each aggregating up to ₹ [●] million with Regulation 6(1) of the Securities and
value of ₹2 face value of ₹2 Exchange Board of India (Issue of Capital
(“Equity each aggregating and Disclosure Requirements)
Shares”) each up to ₹ [●] Regulations, 2018 (the “SEBI ICDR
aggregating up to million Regulations”). For further details, see
₹ 4,000.00 “Other Regulatory and Statutory
million Disclosures – Eligibility for the Offer” on
page 327. For details of share reservation
among Qualified Institutional Buyers,
Non-Institutional Investors and Retail
Individual Investors, see “Offer Structure”
on page 348.
DETAILS OF THE OFFER FOR SALE
WEIGHTED AVERAGE COST OF
NAME OF THE
NUMBER OF EQUITY SHARES ACQUISITION PER EQUITY
SELLING TYPE
OFFERED / AMOUNT SHARE (IN ₹)*#
SHAREHOLDERS
Sharad Khandelwal Promoter Selling Up to 35,000 Equity Shares of face value of 0.28
Shareholder ₹2 each aggregating up to ₹ [●] million
Vidhi Sharad Khandelwal Promoter Selling Up to 35,000 Equity Shares of face value of 0.28
Shareholder ₹2 each aggregating up to ₹ [●] million
Amiable Electronics Private Promoter Selling Up to 2,480,000 Equity Shares of face value 3.47
Limited Shareholder of ₹2 each aggregating up to ₹ [●] million
* As certified by our Statutory Auditors, pursuant to their certificate dated July 17, 2025.
# As adjusted for Split of Equity Shares and Bonus Issue.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of
the Equity Shares is ₹ 2 each. The Floor Price, Cap Price and Offer Price (as determined by our Company, in consultation with the book running
lead managers (“Book Running Lead Managers or BRLMs”), in accordance with the SEBI ICDR Regulations) and on the basis of the
assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for the Offer Price” on page
101, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be
given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after
listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they
can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment
decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including
the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India
(“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors
is invited to “Risk Factors” on page 26.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all
information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red
Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or
any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling
Shareholders, severally and not jointly, accepts responsibility for and confirms the statements specifically made or confirmed by it in this Red
Herring Prospectus solely to the extent of information specifically pertaining to itself and the Equity Shares offered by it in the Offer for Sale
and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. Each
of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statements, including, inter alia, any and all of
the statements made by or relating to our Company or its business or any other Selling Shareholder or any other person(s) in this Red Herring
Prospectus.
LISTING
The Equity Shares, offered through this Red Herring Prospectus, are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”)
and National Stock Exchange of India Limited (“NSE”, together with BSE, the “Stock Exchanges”). For the purposes of the Offer, the
Designated Stock Exchange is NSE.
BOOK RUNNING LEAD MANAGERS
NAME OF THE BRLM AND LOGO CONTACT PERSON EMAIL AND TELEPHONE
Motilal Oswal Ritu Sharma / Ronak Shah E-mail:
Investment Advisors gngelectronics.ipo@motilaloswal.com
Limited Telephone: +91 22 7193 4380
IIFL Capital Services Dhruv Bhavsar / Pawan Kumar Jain E-mail: gngelectronics.ipo@iiflcap.com
Limited (formerly Telephone: +91 22 4646 4728
known as IIFL
Securities Limited)
Prachee Dhuri E-mail: gngelectronics.ipo@jmfl.com
JM Financial Limited
Telephone: +91 22 6630 3030
REGISTRAR TO THE OFFER
Bigshare Services Private Contact person: E-mail: ipo@bigshareonline.com
Limited Vinayak Morbale Telephone: +91 22 62638200
BID/OFFER PERIOD
ANCHOR BID/OFFER OPENS BID/OFFER
Tuesday, Wednesday, Friday,
INVESTOR ON CLOSES ON
July 22, 2025* July 23, 2025 July 25, 2025#
BIDDING DATE
*Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR
Regulations. The Anchor Investors shall Bid on the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/Offer Opening Date.
# The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Date.RED HERRING PROSPECTUS
Dated July 17, 2025
Please read section 32 of the Companies Act, 2013
100% Book Built Offer
GNG ELECTRONICS LIMITED
Our Company was incorporated as “GNG Electronics Private Limited” under the provisions of the Companies Act, 1956, pursuant to a certificate of incorporation dated October 19, 2006, issued by the
Registrar of Companies, Maharashtra at Mumbai (“RoC”). Subsequently, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed by our
Shareholders at the extraordinary general meeting held on October 23, 2024, following which the name of our Company was changed to “GNG Electronics Limited” and a fresh certificate of incorporation
pursuant to change of name under the Companies Act, 2013 was issued by RoC, on November 20, 2024. For further details of change in the Registered Office, see “History and Certain Corporate Matters-
Change in our registered office” on page 203.
Registered and Corporate Office: Unit No. 415, Hubtown Solaris, N.S. Phadke Marg, Andheri (East), Mumbai - 400069, Maharashtra, India;
Telephone: +91 22 3123 6588; Contact Person: Sarita Tufani Vishwakarma , Company Secretary and Compliance Officer;
E-mail: compliance@electronicsbazaar.com ; Website: www.electronicsbazaar.com; Corporate Identity Number: U72900MH2006PLC165194
OUR PROMOTERS: SHARAD KHANDELWAL, VIDHI SHARAD KHANDELWAL, KAY KAY OVERSEAS CORPORATION AND AMIABLE ELECTRONICS PRIVATE LIMITED
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹2 EACH (“EQUITY SHARES”) OF GNG ELECTRONICS LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE
OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ [●] MILLION (THE “OFFER”) COMPRISING OF A FRESH ISSUE
OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹2 EACH AGGREGATING UP TO ₹ 4,000.00 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 2,550,000 EQUITY SHARES OF FACE
VALUE OF ₹2 EACH (“OFFERED SHARES”) AGGREGATING UP TO ₹ [●] MILLION COMPRISING UP TO 35,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH BY SHARAD KHANDELWAL
AGGREGATING UP TO ₹ [●] MILLION, UP TO 35,000 EQUITY SHARES OF FACE VALUE OF ₹2 EACH BY VIDHI SHARAD KHANDELWAL AGGREGATING UP TO ₹ [●] MILLION AND UP TO 2,480,000
EQUITY SHARES OF FACE VALUE OF ₹2 EACH BY AMIABLE ELCTRONICS PRIVATE LIMITED AGGREGATING UP TO ₹ [●] MILLION (COLLECTIVELY, “SELLING SHAREHOLDERS” AND SUCH
OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL
OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 2 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND, AND MINIMUM BID LOT WILL BE DECIDED
BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS, AND WILL BE ADVERTISED IN ALL EDITIONS OF BUSINESS STANDARD (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY
NEWSPAPER), ALL EDITIONS OF BUSINESS STANDARD (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND MUMBAI EDITION OF NAVSHAKTI (A WIDELY CIRCULATED MARATHI
DAILY NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER
OPENING DATE AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD
OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).
In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of
force majeure, banking strike or similar unforeseen circumstances, our Company may, for reasons to be recorded in writing, extend the Bid /Offer Period for a minimum of one Working Days, subject to the Bid/Offer Period not exceeding
10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the
respective websites of the BRLMs and at the terminals of the members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made through the Book
Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB
Portion”), provided that our Company in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company, in consultation with
the BRLMs, in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or
above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation Price”). In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the
QIB Portion (other than the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, subject to valid Bids being received at or
above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not
less than 15% of the Offer shall be available for allocation to Non-Institutional Investors (“Non-Institutional Portion”) of which one-third of the Non-Institutional Portion shall be available for allocation to Bidders with an application size
of more than ₹ 0.20 million and up to ₹ 1.00 million and two-thirds of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 1.00 million and undersubscription in either of these
two sub-categories of the Non-Institutional Portion may be allocated to Bidders in the other sub-category of the Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the
Offer Price. Further, not less than 35% of the Offer shall be available for allocation to Retail Individual Investors (“Retail Portion”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or
above the Offer Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and shall provide details of their respective bank
account (including UPI ID (defined hereinafter) in case of UPI Bidders (defined hereinafter) in which the Bid Amount will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or pursuant to the UPI Mechanism, as the case may
be. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer Procedure” on page 351.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 2 each. The Offer Price, Floor Price or Cap Price as (as determined by our
Company, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for the
Offer Price” on page 101, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares
nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk
factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the
Offer have not been recommended or approved by the Securities and Exchange Board of India, nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited
to “Risk Factors” on page 26.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer,
that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no
other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally
and not jointly, accepts responsibility for and confirms the statements specifically made or confirmed by it in this Red Herring Prospectus solely to the extent of information specifically pertaining to itself and the Equity Shares offered by
it in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assume no
responsibility for any other statements, including, inter alia, any and all of the statements made by or relating to our Company or its business or any other Selling Shareholder or any other person(s) in this Red Herring Prospectus.
LISTING
The Equity Shares, offered through this Red Herring Prospectus, are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares pursuant to
letters each dated May 7, 2025, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE. A copy of this Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections
26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus until the Bid/Offer Closing Date, see “Material Contracts and Documents
for Inspection” on page 392.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Motilal Oswal Investment Advisors Limited IIFL Capital Services Limited (formerly known as IIFL JM Financial Limited Bigshare Services Private Limited
Motilal Oswal Tower, Rahimtullah Sayani Road, Securities Limited) 7th Floor, Cnergy, Office No. S6-2, 6th Floor, Pinnacle Business Park,
Opposite Parel,ST Depot, Prabhadevi, Mumbai – 400 025 24th Floor, One Lodha Place, Appasaheb Marathe Marg, Mahakali Caves Road, Next to Ahura Centre,
Maharashtra, India Senapati Bapat Marg Lower Parel (West) Prabhadevi, Mumbai – 400 025, Andheri (East), Mumbai – 400 093
Telephone: +91 22 7193 4380 Mumbai – 400 013, Maharashtra, India Maharashtra, India Maharashtra, India
E-mail: gngelectronics.ipo@motilaloswal.com Telephone: + 91 22 4646 4728 Telephone: +91 22 6630 3030 Telephone: +91 22 62638200
Website: www.motilaloswalgroup.com E-mail: gngelectronics.ipo@iiflcap.com E-mail: gngelectronics.ipo@jmfl.com E-mail: ipo@bigshareonline.com
Investor grievance e-mail: Website: www.iiflcap.com Website: www.jmfl.com Website: www.bigshareonline.com
moiaplredressal@motilaloswal.com Investor Grievance ID: ig.ib@iiflcap.com Investor grievance E-mail: grievance.ibd@jmfl.com Investor Grievance ID: investor@bigshareonline.com
Contact person: Ritu Sharma/ Ronak Shah Contact person: Dhruv Bhavsar / Pawan Kumar Jain Contact person: Prachee Dhuri Contact person: Vinayak Morbale
SEBI registration no.: INM000011005 SEBI Registration No.: INM000010940 SEBI registration number: INM000010361 SEBI Registration No.: INR000001385
BID/OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE Tuesday,
July 22, 2025*
BID/OFFER OPENS ON Wednesday,
July 23, 2025
BID/OFFER CLOSES ON Friday,
July 25, 2025&
*Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors shall Bid on the Anchor Investor Bidding Date, i.e., one Working Day
prior to the Bid/Offer Opening Date.
& The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Date.TABLE OF CONTENTS
SECTION I - GENERAL .......................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
PRESENTATION .................................................................................................................................................................. 13
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 16
SUMMARY OF THE OFFER DOCUMENT ........................................................................................................................ 18
SECTION II - RISK FACTORS ............................................................................................................................................ 26
SECTION III – INTRODUCTION ........................................................................................................................................ 65
THE OFFER .......................................................................................................................................................................... 65
SUMMARY FINANCIAL INFORMATION ........................................................................................................................ 67
GENERAL INFORMATION ................................................................................................................................................ 71
CAPITAL STRUCTURE ...................................................................................................................................................... 80
SECTION IV - PARTICULARS OF THE OFFER .............................................................................................................. 91
OBJECTS OF THE OFFER ................................................................................................................................................... 91
BASIS FOR OFFER PRICE ................................................................................................................................................ 101
STATEMENT OF SPECIAL TAX BENEFITS .................................................................................................................. 108
SECTION V – ABOUT OUR COMPANY .......................................................................................................................... 115
INDUSTRY OVERVIEW ................................................................................................................................................... 115
OUR BUSINESS ................................................................................................................................................................. 172
KEY REGULATIONS AND POLICIES IN INDIA ............................................................................................................ 198
HISTORY AND CERTAIN CORPORATE MATTERS ..................................................................................................... 203
OUR MANAGEMENT ....................................................................................................................................................... 215
OUR PROMOTERS AND PROMOTER GROUP .............................................................................................................. 232
DIVIDEND POLICY ........................................................................................................................................................... 237
SECTION VI – FINANCIAL INFORMATION ................................................................................................................. 238
RESTATED CONSOLIDATED FINANCIAL INFORMATION ....................................................................................... 238
OTHER FINANCIAL INFORMATION ............................................................................................................................. 290
RELATED PARTY TRANSACTIONS .............................................................................................................................. 291
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................. 292
CAPITALISATION STATEMENT .................................................................................................................................... 311
FINANCIAL INDEBTEDNESS ......................................................................................................................................... 312
SECTION VII: LEGAL AND OTHER INFORMATION ................................................................................................. 318
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................................................... 318
GOVERNMENT AND OTHER APPROVALS .................................................................................................................. 323
GROUP COMPANY ........................................................................................................................................................... 325
OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................................... 327
SECTION VIII - OFFER INFORMATION ....................................................................................................................... 341
TERMS OF THE OFFER .................................................................................................................................................... 341
OFFER STRUCTURE ......................................................................................................................................................... 348
OFFER PROCEDURE ........................................................................................................................................................ 351
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................................... 372
SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION . 374
SECTION X – OTHER INFORMATION........................................................................................................................... 392
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................. 392
DECLARATION ................................................................................................................................................................... 394SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies,
or unless otherwise specified, shall have the meaning as provided below, and references to any legislation, act, regulation,
rules, guidelines or policies shall be to such legislation, act, regulation, rule guidelines or policy as amended from time to time
and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision.
In case of any inconsistency between the definitions given below and the definitions contained in the General Information
Document (as defined below), the definitions given below shall prevail.
The words and expressions used in this Red Herring Prospectus but not defined herein, shall have, to the extent applicable, the
meanings ascribed to such terms under the Companies Act, the SEBI Act, the SEBI ICDR Regulations, the SCRA, SCRR, the
Depositories Act, 1996 (“Depositories Act”) or the rules and regulations made thereunder.
Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of the Articles of Association”, “Statement
of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “History and Certain Corporate
Matters”, “Basis for the Offer Price”, “Restriction on Foreign Ownership of Indian Securities”, “Financial Information” and
“Outstanding Litigation and Material Developments” on pages, 374, 108, 115, 198, 203, 101, 372, 238 and 318, respectively,
will have the meaning ascribed to such terms in those respective sections.
General Terms
Term Description
Our Company/the Company/the Issuer GNG Electronics Limited, a company incorporated on October 19, 2006 under the Companies
Act, 1956 and having its Registered and Corporate Office at Unit No. 415, Hubtown Solaris,
N.S. Phadke Marg, Andheri (East), Mumbai - 400069, Maharashtra, India
We/us/our Unless the context otherwise indicates or implies, refers to our Company and our Subsidiaries
on a consolidated basis
Company Related Terms
Term Description
1Lattice Lattice Technologies Private Limited
1Lattice Report Report titled “Electronics Refurbishment Industry Report” dated July 4, 2025 prepared and
issued by 1Lattice which has been commissioned by and paid for by our Company pursuant to
an engagement letter dated September 11, 2024 entered into with 1Lattice, exclusively for the
purposes of the Issue. The 1Lattice Report will be available on the website of our Company at
https://www.electronicsbazaar.com/investor from the date of this Red Herring Prospectus until
the Bid/Issue Closing Date
AoA/Articles of Association or Articles The articles of association of our Company, as amended from time to time
Audit Committee Audit committee of our Company, described in “Our Management-Committees of our Board”
on page 220
Auditors/ Statutory Auditors The current statutory auditors of our Company, being M/s. Shankarlal Jain & Associates LLP,
Chartered Accountants
Board/ Board of Directors The board of directors of our Company, as constituted from time to time. For further
information, see “Our Management- Board of Directors” on page 215
Bonus Issue Bonus issue by our Company dated December 5, 2024 in the ratio of 500 Equity Shares of face
value of ₹2 for every one Equity Share of face value of ₹2 held by our Shareholders as on
December 4, 2024. For further details, please see “Capital Structure – Equity Share capital
history of our Company” on page 80
Chairperson and Independent Director The chairperson and independent director of our Company, being Rinku Vikas Arora. For
further information, see “Our Management - Board of Directors” on page 215
Chief Financial Officer The chief financial officer of our Company, being Raakesh Jagdish Jhunjhunwala. For further
information, see “Our Management – Key Managerial Personnel and Senior Management” on
page 229
Company Secretary and Compliance The company secretary and compliance officer of our Company, being Sarita Tufani
Officer Vishwakarma. For further information, see “General Information – Company Secretary and
Compliance Officer” and “Our Management- Brief profiles of our Key Managerial Personnel”
on pages 71 and 229
Corporate Promoter Amiable Electronics Private Limited
CSR Committee/ Corporate Social The corporate social responsibility committee of our Company, described in “Our
Responsibility Committee Management - Committees of our Board” on page 220
Director(s) The director(s) on our Board. For further details, see “Our Management – Board of Directors”
on page 215
1Term Description
Equity Shares The equity shares of our Company of face value of ₹ 2 each
ESOS 2024 Electronic Bazaar Employees Stock Option Scheme – 2024, as described in “Capital Structure
– Employee Stock Option Plan” on page 88
Executive Director(s) Executive director(s) of our Company. For further details of the Executive Director, see “Our
Management –Board of Directors” on page 215
Group Company Our group company in accordance with the SEBI ICDR Regulations and the Materiality Policy.
For further details, see “Group Company” on page 325
Independent Director(s) Non-executive and independent director(s) of our Company who are eligible to be appointed
as independent director(s) under the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations. For details of the Independent Directors, see “Our Management - Board
of Directors” on page 215
Individual Promoters Sharad Khandelwal and Vidhi Sharad Khandelwal
KMP/ Key Managerial Personnel Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
Regulations and Section 2(51) of the Companies Act, 2013 and as further described in “Our
Management - Key Managerial Personnel and Senior Management” on page 229
Managing Director The managing director of our Company, namely Sharad Khandelwal. For further information,
see “Our Management - Board of Directors” on page 215
Material Subsidiary The material subsidiary of our Company, Electronics Bazaar FZC
Materiality Policy The policy adopted by our Board on March 25, 2025, for identification of: (a) outstanding
material litigation proceedings; (b) material group company; and (c) material creditors,
pursuant to the requirements of the SEBI ICDR Regulations and for the purposes of disclosure
in this Red Herring Prospectus
MoA/ Memorandum of Association The memorandum of association of our Company, as amended from time to time
Nomination and Remuneration Committee The nomination and remuneration committee of our Company, described in “Our Management
- Committees of our Board” on page 220
Non-Executive Non-Independent The non-executive non-independent Directors on our Board, described in “Our Management –
Director(s) Board of Directors” on page 215
Promoter Firm Kay Kay Overseas Corporation
Promoter Group Persons and entities, excluding our Promoters constituting the promoter group of our Company
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters
and Promoter Group” on page 232
Promoters The promoters of our Company in terms of Regulation 2(1)(oo) of the SEBI ICDR Regulations
namely, Sharad Khandelwal, Vidhi Sharad Khandelwal, Amiable Electronics Private Limited
and Kay Kay Overseas Corporation
Registered and Corporate Office The registered and corporate office of our Company, situated at Unit No. 415, Hubtown Solaris,
N.S. Phadke Marg, Andheri (East), Mumbai - 400069, Maharashtra, India
Registrar of Companies/RoC The Registrar of Companies, Maharashtra at Mumbai
Restated Consolidated Financial The restated consolidated financial information of our Company and our Subsidiaries
Information (“Group”) comprising the restated consolidated statements of assets and liabilities as at March
31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statements of profit
and loss (including other comprehensive income), the restated consolidated statements of cash
flow and the restated consolidated statements of changes in equity for the financial years ended
March 31, 2025, March 31, 2024 and March 31, 2023 and the summary of material accounting
policies and other explanatory information prepared in terms of the requirements of Section 26
of Part I of Chapter III of the Companies Act, SEBI ICDR Regulations and the Guidance Note
on Reports in Company Prospectuses (Revised 2019) issued by ICAI, as amended from time
to time
Risk Management Committee The risk management committee of our Company, described in “Our Management -
Committees of our Board” on page 220
Split of Equity Shares Pursuant to a resolution passed by our Board dated December 3, 2024 and a resolution passed
by our Shareholders dated December 3, 2024, the face value of the equity shares was split from
₹ 10 per equity share to ₹ 2 per Equity Share. Accordingly, the authorised share capital of our
Company, being 25,000,000 equity shares of ₹ 10 each was split into 125,000,000 Equity
Shares of ₹ 2 each, and the issued, subscribed and paid-up equity share capital of our Company,
being 38,776 equity shares of ₹ 10 each was split into 193,880 Equity Shares of ₹ 2 each. For
further details, please see “Capital Structure – Equity Share capital history of our Company”
on page 80
Selling Shareholders / Promoter Selling Sharad Khandelwal, Vidhi Sharad Khandelwal and Amiable Electronics Private Limited
Shareholders
Senior Management Our senior management in terms of Regulation 2(1)(bbbb) of the SEBI ICDR Regulations and
as further described in “Our Management - Key Managerial Personnel and Senior
Management” on page 229
Shareholders The holders of the Equity Shares from time to time
Stakeholders Relationship Committee The stakeholders’ relationship committee of our Company as described in “Our Management
- Committees of our Board” on page 220
Subsidiaries The subsidiaries of our Company as on the date of this Red Herring Prospectus, as described
in “History and Other Corporate Matters – Our Subsidiaries” on page 209
2Offer Related Terms
Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a prospectus as may
be specified by the SEBI in this behalf
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form
Allot/ Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the Fresh
Issue and transfer of the Offered Shares by the Selling Shareholders pursuant to the Offer for Sale
to successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are to be Allotted
the Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
SEBI ICDR Regulations and this Red Herring Prospectus, and who has Bid for an amount of at
least ₹ 100 million
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to Anchor Investors according to the terms of
this Red Herring Prospectus and the Prospectus, which will be decided by our Company in
consultation with the BRLMs on the Anchor Investor Bid/Offer Date
Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion,
and which will be considered as an application for Allotment in terms of this Red Herring
Prospectus and the Prospectus
Anchor Investor Bidding Date The date, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor
Investors shall be submitted, prior to and after which BRLMs will not accept any Bids from Anchor
Investors, and allocation to Anchor Investors shall be completed
Anchor Investor Offer Price The final price at which the Equity Shares will be issued and Allotted to Anchor Investors in terms
of this Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the
Offer Price but not higher than the Cap Price
The Anchor Investor Offer Price will be decided by our Company in consultation with the BRLMs
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the event
the Anchor Investor Allocation Price is lower than the Offer Price, not later than two Working Days
after the Bid/Offer Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in consultation with the
BRLMs, to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR
Regulations
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price, in accordance with the SEBI ICDR Regulations
Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders, to make a Bid and
Amount/ ASBA authorising an SCSB to block the Bid Amount in the relevant ASBA Account and will include
applications made by UPI Bidders where the Bid Amount will be blocked upon acceptance of UPI
Mandate Request by the UPI Bidders
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form
submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form
and includes the account of a UPI Bidder which is blocked upon acceptance of a UPI Mandate
Request made by the UPI Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids which
will be considered as the application for Allotment in terms of this Red Herring Prospectus and the
Prospectus
ASM Additional Surveillance Measure
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account
Bank(s) and the Sponsor Bank(s), as the case may be
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described
in “Offer Procedure” on page 351
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or on the Anchor Investor Bidding Date by an Anchor Investor
pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the
Equity Shares at a price within the Price Band, including all revisions and modifications thereto as
permitted under the SEBI ICDR Regulations. The term “Bidding” shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and payable by the
Bidder and, in the case of RIIs Bidding at the Cut off Price, the Cap Price multiplied by the number
of Equity Shares Bid for by such RIIs and mentioned in the Bid cum Application Form and payable
3Term Description
by the Bidder or blocked in the ASBA Account of the ASBA Bidders, as the case maybe, upon
submission of the Bid in the Offer, as applicable
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.
Bid Lot [●] Equity Shares of face value of ₹2 each and in multiples of [●] Equity Shares of face value of ₹
[●] each thereafter
Bid/ Offer Period Except in relation to Bids by Anchor Investors, the period between the Bid/Offer Opening Date
and the Bid/Offer Closing Date, inclusive of both days, during which prospective Bidders can
submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations
and in terms of this Red Herring Prospectus. Provided that the Bidding shall be kept open for a
minimum of three Working Days for all categories of Bidders, other than Anchor Investors
In cases of force majeure, banking strike or similar unforeseen circumstances, our Company may,
for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working
Days, subject to the Bid/Offer Period not exceeding 10 Working Days
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, being July 25, 2025, which shall be published
in all editions of Business Standard (a widely circulated English national daily newspaper), all
editions of Business Standard (a widely circulated Hindi national daily newspaper), and Mumbai
edition of Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional
language of Maharashtra, where our Registered and Corporate Office is located). In case of any
revisions, the extended Bid/Offer Closing Date shall also be notified on the websites and terminals
of the members of the Syndicate, as required under the SEBI ICDR Regulations and communicated
to the Designated Intermediaries and the Sponsor Bank
Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for
QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR
Regulations. In case of any revision, the extended Bid/ Offer Closing Date shall be widely
disseminated by notification to the Stock Exchanges, and also be notified on the websites of the
BRLMs and at the terminals of the Syndicate Members, which shall also be notified in an
advertisement in same newspapers in which the Bid/ Offer Opening Date was published, as required
under the SEBI ICDR Regulations
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated
Intermediaries shall start accepting Bids, being July 23, 2025, which shall be published in all
editions of Business Standard (a widely circulated English national daily newspaper), all editions
of Business Standard (a widely circulated Hindi national daily newspaper), and Mumbai edition of
Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional language of
Maharashtra, where our Registered and Corporate Office is located)
Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus
and the Bid cum Application Form and unless otherwise stated or implied, includes an Anchor
Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., Designated
SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker Centres for Registered
Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms of
which the Offer is being made
Book Running Lead Managers/ The book running lead managers to the Offer namely, Motilal Oswal Investment Advisors Limited,
BRLMs/Managers IIFL Capital Services Limited (formerly known as IIFL Securities Limited) and JM Financial
Limited
Broker Centres Broker centres of the Registered Brokers where ASBA Bidders can submit the ASBA Forms,
provided that UPI Bidders may only submit ASBA Forms at such broker centres if they are Bidding
using the UPI Mechanism. The details of such broker centres, along with the names and contact
details of the Registered Brokers, are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
CAN/ Confirmation of Allocation Note Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
allocated the Equity Shares, on/after the Anchor Investor Bidding Date
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor Offer Price
will not be finalised and above which no Bids will be accepted, including any revisions thereof.
The Cap Price shall be at least 105% of the Floor Price and shall not be more than 120% of the
Floor Price
Cash Escrow and Sponsor Bank(s) Agreement dated July 10, 2025, entered into and amongst our Company, the Selling Shareholders,
Agreement the Registrar to the Offer, the Book Running Lead Managers, the Syndicate Members, the Bankers
to the Offer in accordance with UPI Circulars, for inter alia, the appointment of the Banker(s) to
the Offer for the collection of the Bid Amounts from Anchor Investors, transfer of funds to the
Public Offer Account(s) and where applicable, refunds of the amounts collected from Bidders, on
the terms and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to the Bidder’s
beneficiary account
4Term Description
Collecting Depository Participant/ A depository participant as defined under the Depositories Act, registered with SEBI and who is
CDP eligible to procure Bids at the Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 (to the extent not rescinded by the
SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), issued by SEBI and other
applicable circulars issued by SEBI as per the lists available on the websites of the Stock Exchanges
at www.bseindia.com and www.nseindia.com, as updated from time to time
Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Transfer Agents/ CRTAs Designated RTA Locations in terms of, among others, SEBI circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI as per the lists
available on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com, as
updated from time to time
Cut-off Price Offer Price, finalised by our Company, in consultation with the BRLMs, which shall be any price
within the Price Band
Only Retail Individual Investors Bidding in the Retail Portion are entitled to Bid at the Cut-off
Price. QIBs (including Anchor Investors) and Non-Institutional Investors are not entitled to Bid at
the Cut-off Price
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor
status, occupation and bank account details and UPI ID, where applicable
Designated CDP Locations Such locations of the CDPs where Bidders (other than Anchor Investors) can submit the ASBA
Forms. The details of such Designated CDP Locations, along with names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com and updated from
time to time
Designated Date The date on which funds are transferred from the Escrow Account(s) and the amounts blocked are
transferred from the ASBA Accounts, as the case may be, to the Public Offer Account(s) or the
Refund Account(s), as appropriate, in terms of this Red Herring Prospectus and the Prospectus,
after the finalisation of the Basis of Allotment in consultation with the Designated Stock Exchange,
following which Equity Shares may be Allotted to successful Bidders in the Offer
Designated Intermediaries In relation to ASBA Forms submitted by UPI Bidders (not using the UPI Mechanism) authorizing
an SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean
SCSBs
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated
Intermediaries shall mean Syndicate, sub-syndicate, Registered Brokers, CDPs and RTAs
In relation to ASBA Forms submitted by QIBs and NIIs (not using the UPI Mechanism),
Designated Intermediaries shall mean SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs
and CRTAs
Designated RTA Locations Such centres of the RTAs where ASBA Bidders can submit the ASBA Forms (in case of UPI
Bidder only ASBA Forms under UPI). The details of such Designated RTA Locations, along with
the names and contact details of the RTAs are available on the respective websites of the Stock
Exchanges at www.bseindia.com and www.nseindia.com and as updated from time to time
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on
the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at
such other website as may be prescribed by SEBI from time to time
Designated Stock Exchange NSE
Draft Red Herring Prospectus/ DRHP The draft red herring prospectus dated March 25, 2025 issued in accordance with the SEBI ICDR
Regulations, which did not contain complete particulars of the price at which the Equity Shares
will be Allotted and the size of the Offer
Eligible FPI(s) FPIs that are eligible to participate in this Offer in terms of applicable laws
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to make an
offer or invitation under the Offer and in relation to whom this Red Herring Prospectus and the Bid
Cum Application Form constitutes an invitation to subscribe or purchase for the Equity Shares
Escrow Account(s) Account(s) opened with the Escrow Collection Bank and in whose favour Anchor Investors will
transfer the money through direct credit/NEFT/RTGS/NACH in respect of the Bid Amount while
submitting a Bid
Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an issue under the
SEBI BTI Regulations and with whom the Escrow Account(s) will be opened, in this case being
Axis Bank Limited
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and
in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account
held in joint names
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which the Offer
Price and the Anchor Investor Offer Price will be finalised and below which no Bids will be
accepted
5Term Description
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Fresh Issue The fresh issue of up to [●] Equity Shares of face value of ₹2 each by our Company, at ₹ [●] per
Equity Share (including a premium of ₹ [●] per Equity Share) aggregating up to ₹ 4,000.00 million.
For information, see “The Offer” on page 65.
General Information Document The General Information Document for investing in public offers, prepared and issued in
accordance with the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020,
issued by SEBI, suitably modified and updated pursuant to, among others, the UPI Circulars and
any subsequent circulars or notifications issued by SEBI from time to time
GSM Graded Surveillance Measures
Gross Proceeds The gross proceeds of the Fresh Issue
IIFL IIFL Capital Services Limited (formerly known as IIFL Securities Limited)
JM Financial JM Financial Limited
June 2021 Circular SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021
Monitoring Agency Monitoring agency appointed pursuant to the Monitoring Agency Agreement, namely CARE
Ratings Limited
Monitoring Agency Agreement The agreement dated July 4, 2025 entered into between our Company and the Monitoring Agency
MO Motilal Oswal Investment Advisors Limited
Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion consisting of [●] Equity Shares of face
value of ₹2 each which shall be available for allocation to Mutual Funds only on a proportionate
basis, subject to valid Bids being received at or above the Offer Price
Mutual Funds Mutual funds registered with SEBI under the SEBI Mutual Funds Regulations
Net Proceeds The proceeds of the Fresh Issue less our Company’s share of the Offer related expenses. For details
regarding the use of the Net Proceeds and the Offer related expenses, see “Objects of the Offer –
Utilization of Net Proceeds” on page 91
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors
Non-Institutional Investors/ NIIs All Bidders that are not QIBs or Retail Individual Investors and who have Bid for Equity Shares
for an amount more than ₹ 0.20 million (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of [●] Equity Shares of
face value of ₹2 each which shall be available for allocation to Non-Institutional Investors, of which
(a) one-third portion shall be reserved for applicants with application size of more than ₹ 0.20
million and up to ₹ 1.00 million, and (b) two-thirds portion shall be reserved for applicants with
application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of
such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional
Investors, subject to valid Bids being received at or above the Offer Price
Non-Resident/NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs
Offer The initial public offering of up to [●] Equity Shares of face value of ₹ 2 each for cash at a price of
₹ [●] each (including a share premium of ₹ [●] each), aggregating up to ₹ [●] million by our
Company comprising a Fresh Issue of [●] Equity Shares of face value of ₹ 2 each aggregating up
to ₹ 4,000.00 million, an Offer for Sale of up to 2,550,000 Equity Shares of face value of ₹2 each
aggregating to ₹ [●] million by the Selling Shareholders.
Offer Agreement The agreement dated March 25, 2025 amongst our Company, the Selling Shareholders and the
BRLMs, pursuant to which certain arrangements are agreed to in relation to the Offer
Offer for Sale The offer for sale component of the Offer of up to 2,550,000 Equity Shares of face value of ₹2 each
aggregating up to ₹ [●] million, comprising of an offer for sale of up to 35,000 Equity Shares of
face value of ₹2 each by Sharad Khandelwal aggregating up to ₹ [●] million, up to 35,000 Equity
Shares of face value of ₹2 each by Vidhi Sharad Khandelwal aggregating up to ₹ [●] million and
up to 2,480,000 Equity Shares of face value of ₹2 each by Amiable Electronics Private Limited
aggregating up to ₹ [●] million
Offer Price ₹ [●] per Equity Share, being the final price within the Price Band, at which Equity Shares will be
Allotted to successful Bidders, other than Anchor Investors as determined in accordance with the
Book Building Process and determined by our Company, in consultation with the Book Running
Lead Managers, in terms of this Red Herring Prospectus on the Pricing Date. Equity Shares will be
Allotted to Anchor Investors at the Anchor Investor Offer Price in terms of thise Red Herring
Prospectus
The Offer Price will be decided by our Company, in consultation with the BRLMs on the Pricing
Date, in accordance with the Book Building Process and in terms of this Red Herring Prospectus
Offered Shares Up to 2,550,000 Equity Shares of face value of ₹2 each aggregating to ₹ [●] million being offered
for sale by the Selling Shareholders in the Offer for Sale component of the Offer
Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the maximum price of
₹ [●] per Equity Share (Cap Price) including any revisions thereof. The Cap Price shall be at least
105% of the Floor Price and shall be less than or equal to 120% of the Floor Price. The Price Band
and the minimum Bid Lot for the Offer will be decided by our Company, in consultation with the
BRLMs, and will be advertised in all editions of Business Standard (a widely circulated English
national daily newspaper), all editions of Business Standard (a widely circulated Hindi national
daily newspaper) and Mumbai edition of Navshakti (a widely circulated Marathi daily newspaper,
6Term Description
Marathi being the regional language of Maharashtra, where our Registered and Corporate Office is
situated) at least two Working Days prior to the Bid/Offer Opening Date, with the relevant financial
ratios calculated at the Floor Price and at the Cap Price, and shall be made available to the Stock
Exchanges for the purpose of uploading on their respective websites
Pricing Date The date on which our Company, in consultation with the BRLMs, will finalise the Offer Price
Prospectus The Prospectus to be filed with the RoC in accordance with the Companies Act, 2013, and the SEBI
ICDR Regulations containing, inter alia, the Offer Price that is determined at the end of the Book
Building Process, the size of the Offer and certain other information, including any addenda or
corrigenda thereto
Public Offer Account Bank(s) The banks with which the Public Offer Account(s) is opened for collection of Bid Amounts from
Escrow Account(s) and ASBA Accounts on the Designated Date, in this case being HDFC Bank
Limited
Public Offer Account(s) Bank account(s) to be opened with the Public Offer Account Bank(s) under Section 40(3) of the
Companies Act, 2013, to receive monies from the Escrow Account(s) and ASBA Accounts on the
Designated Date
QIB Category/ QIB Portion The category of the Offer (including the Anchor Investor Portion), being not more than 50% of the
Offer, consisting of up to [●] Equity Shares of face value of ₹2 each aggregating to ₹ [●] million,
which shall be available for allocation to QIBs on a proportionate basis, including the Anchor
Investor Portion (in which allocation shall be on a discretionary basis, as determined by our
Company in consultation with the BRLMs), subject to valid Bids being received at or above the
Offer Price or the Anchor Investor Offer Price (for Anchor Investors)
Qualified Institutional Buyer(s)/ Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations
QIB(s)/ QIB Bidder(s)
Red Herring Prospectus/ RHP This red herring prospectus dated July 17, 2025, issued in accordance with Section 32 of the
Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which does not have
complete particulars of the price at which the Equity Shares will be offered and the size of the Offer
including any addenda or corrigenda thereto.
The Bid/Offer Opening Date shall be at least three Working Days after the filing of Red Herring
Prospectus with the RoC. This Red Herring Prospectus will become the Prospectus upon filing with
the RoC after the Pricing Date, including any addenda or corrigenda thereto
Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the whole or part
of the Bid Amount to the Anchor Investors shall be made.
Refund Bank(s) The Banker(s) to the Offer which are a clearing member registered with SEBI under the SEBI BTI
Regulations with whom the Refund Account(s) will be opened, in this case being Axis Bank
Limited
Registered Brokers Stockbrokers registered with the stock exchanges having nationwide terminals, other than the
members of the Syndicate and eligible to procure Bids in terms of the SEBI ICDR Master Circular
and the SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, and the UPI Circulars, issued
by SEBI
Registrar Agreement The agreement dated March 25, 2025 between our Company, the Selling Shareholders and the
Registrar to the Offer in relation to the responsibilities and obligations of the Registrar to the Offer
pertaining to the Offer
Registrar to the Offer Bigshare Services Private Limited
Retail Individual Investors(s)/ RII(s) Individual Bidders, who have Bid for the Equity Shares for an amount not more than ₹ 0.20 million
in any of the bidding options in the Offer (including HUFs applying through their Karta and Eligible
NRIs and does not include NRIs other than Eligible NRIs)
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [●] Equity Shares of
face value of ₹2 each, available for allocation to Retail Individual Investors as per the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of
their ASBA Form(s) or any previous Revision Form(s)
QIB Bidders and Non-Institutional Investors are not allowed to withdraw or lower their Bids (in
terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors can
revise their Bids during the Bid/Offer Period and withdraw their Bids until Bid/Offer Closing Date
SCORES SEBI Complaints Redressal Mechanism
Self-Certified Syndicate Bank(s)/ (i) The banks registered with SEBI, offering services in relation to ASBA (other than through UPI
SCSB(s) Mechanism), a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable, or such other website as updated from time to time, and
(ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is available on the
website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other
website as updated from time to time
7Term Description
Share Escrow Agent The share escrow agent to be appointed pursuant to the Share Escrow Agreement, namely, Bigshare
Services Private Limited
Share Escrow Agreement The agreement dated July 10, 2025 entered into between our Company, the Selling Shareholders
and the Share Escrow Agent in connection with the transfer of the respective portion of Equity
Shares being offered by each Selling Shareholder in the Offer for Sale portion of the Offer and
credit of such Equity Shares to the demat account of the Allottees in accordance with the Basis of
Allotment
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders, a list of which will
be included in the Bid cum Application Form
Sponsor Bank(s) The Bankers to the Offer registered with SEBI, which have been appointed by our Company to act
as a conduit between the Stock Exchanges and NPCI in order to push the UPI Mandate Request
and/or payment instructions of the UPI Bidders using the UPI and carry out other responsibilities,
in terms of the UPI Circulars, in this case being Axis Bank Limited and HDFC Bank Limited
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited
STT Securities transaction tax
Syndicate Agreement Agreement dated July 10, 2025, entered into among our Company, the BRLMs and the Syndicate
Members in relation to collection of Bid cum Application Forms by Syndicate
Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept bids,
applications and place order with respect to the Offer and carry out activities as an underwriter,
namely, Motilal Oswal Financial Services Limited and JM Financial Services Limited
Syndicate/members of the Syndicate Together, the BRLMs and the Syndicate Members
Systemically Important Non-Banking Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the
Financial Company/ NBFC-SI SEBI ICDR Regulations
Underwriters [●]
Underwriting Agreement The agreement among the Underwriters, the Selling Shareholders and our Company to be entered
into on or after the Pricing Date, but prior to filing of the Prospectus with the RoC
UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI.
UPI Bidder(s) Collectively, individual investors applying as Retail Individual Investors in the Retail Portion and
individuals applying as Non-Institutional Investors with a Bid Amount of up to ₹ 0.50 million in
the Non-Institutional Portion
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the
extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations)
and the SEBI ICDR Master Circular, all individual investors applying in public issues where the
application amount is up to ₹ 0.50 million shall use UPI and shall provide their UPI ID in the bid-
cum-application form submitted with: (i) a syndicate member, (ii) a stock broker registered with a
recognized stock exchange (whose name is mentioned on the website of the stock exchange as
eligible for such activity), (iii) a depository participant (whose name is mentioned on the website
of the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share transfer
agent (whose name is mentioned on the website of the stock exchange as eligible for such activity)
UPI Circulars The SEBI ICDR Master Circular read with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138)
dated November 1, 2018, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3,
2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, SEBI circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, SEBI circular
(SEBI/HO/CFD/DIL1/CIR/P/2021/47) dated March 31, 2021, SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/2021/570) dated June 2, 2021, SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/P/2022/45) dated April 5, 2022, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022, SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022, SEBI/HO/MIRSD/MIRSD-
PoD/P/CIR/2025/91 dated June 23, 2025 (to the extent that such circulars pertain to the UPI
Mechanism), SEBI circular (SEBI/HO/CFD/TPD1/CIR/P/2023/140) dated August 9, 2023, each
to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR
Regulations, NSE circulars (23/2022) dated July 22, 2022 and (25/2022) dated August 3, 2022, the
BSE notices (20220722-30) dated July 22, 2022 and (20220803-40) dated August 3, 2022 and any
subsequent circulars or notifications issued by SEBI or Stock Exchanges in this regard from time
to time
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidders, by way of a notification on the UPI linked mobile
application as disclosed by SCSBs on the website of SEBI and by way of an SMS directing the UPI
Bidders to such UPI linked mobile application) to the UPI Bidders using the UPI Mechanism
initiated by the Sponsor Banks to authorize blocking of funds equivalent to the Bid Amount in the
relevant ASBA Account through the UPI linked mobile application, and the subsequent debit of
funds in case of Allotment
UPI Mechanism The Bidding mechanism that may be used by UPI Bidders to make Bids in the Offer in accordance
with UPI Circulars
8Term Description
UPI PIN Password to authenticate UPI transaction
Wilful Defaulter Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Working Day All days on which commercial banks in Mumbai, India are open for business, provided however,
for the purpose of announcement of the Price Band and the Bid/Offer Period, “Working Day” shall
mean all days, excluding all Saturdays, Sundays and public holidays on which commercial banks
in Maharashtra, India are open for business and the time period between the Bid/Offer Closing Date
and listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading
days of the Stock Exchanges excluding Sundays and bank holidays in India in accordance with
circulars issued by SEBI, including UPI Circulars
Conventional and General Terms and Abbreviations
Term Description
A/c Account
AED Dirham, official currency of UAE
AGM Annual general meeting
AIF Alternate Investment Fund
BSE BSE Limited
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve-month period ending December
31
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and clarifications
made thereunder, as the context requires
Companies Act, 2013/ Companies Act Companies Act, 2013 and the rules, regulations, notifications, modifications and clarifications
thereunder
CCI Competition Commission of India
Consolidated FDI Policy The consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any
amendments or substitutions thereof, issued from time to time
COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020, and a pandemic on March 11, 2020
CSR Corporate social responsibility
Demat Dematerialised
Depositories Act Depositories Act, 1996 read with the rules and regulations thereunder
Depository or Depositories NSDL and/or CDSL
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
DP/ Depository Participant A depository participant as defined under the Depositories Act
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India
DPDP Act Digital Personal Data Protection Act, 2023
EGM Extraordinary general meeting
FDI Foreign direct investment
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations thereunder
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
FI Financial institutions
Financial Year, Fiscal, FY/ F.Y. Period of twelve months ending on March 31 of that particular year, unless stated otherwise
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Economic Offenders Act, 2018
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of
India (Foreign Venture Capital Investor) Regulations, 2000) registered with SEBI
GoI / Central Government Government of India
GST Goods and services tax
HUF Hindu undivided family
I.T. Act Income-tax Act, 1961
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
Ind AS Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India, being, accounting principles generally
accepted in India including the accounting standards specified under Section 133 of the
Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended
IPO Initial public offer
ISO International Organization for Standards
IT Information technology
9Term Description
IT Act Information Technology Act, 2000
MCA Ministry of Corporate Affairs, Government of India
Mn/ mn Million
MOU Memorandum of understanding
N.A. or NA Not applicable
NACH National Automated Clearing House
NAV Net asset value
NEFT National electronic fund transfer
Non-Resident A person resident outside India, as defined under FEMA
NPCI National Payments Corporation of India
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
NRI/ Non-Resident Indian A person resident outside India who is a citizen of India as defined under the Foreign Exchange
Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of India’ cardholder
within the meaning of section 7(A) of the Citizenship Act, 1955
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB/ Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to the
extent of at least 60% by NRIs including overseas trusts in which not less than 60% of the
beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence
on October 3, 2003, and immediately before such date had taken benefits under the general
permission granted to OCBs under the FEMA. OCBs are not allowed to invest in the Offer
P/E Ratio Price/earnings ratio
PAN Permanent account number allotted under the I.T. Act
R&D Research and development
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RONW Return on net worth
Rs. / Rupees/ ₹ / INR Indian Rupees
RTGS Real time gross settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
SEBI ICDR Master Circular SEBI ICDR Master Circular - SEBI master circular bearing reference SEBI/HO/CFD/PoD-
1/P/CIR/2024/0154 dated November 11, 2024, as amended
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018
SEBI Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
SEBI Merchant Bankers Regulations Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
SEBI Mutual Funds Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
SEBI RTA Master Circular SEBI master circular bearing reference SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated
June 23, 2025, as amended
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed
pursuant to SEBI AIF Regulations
State Government Government of a state of India.
U. S. Securities Act United States Securities Act of 1933, as amended
US GAAP Generally Accepted Accounting Principles in the United States of America.
USA/ U.S. / US The United States of America
USD / U.S.$ United States Dollars
VAT Value added tax
VCFs Venture capital funds as defined in, and registered with SEBI under, the SEBI VCF Regulations
(now repealed) or the SEBI AIF Regulations, as the case may be
10Technical and Industry Related Terms
Term Description
ASEAN Association of Southeast Asian Nations
B Billion
B2B Business-to-business
CPCB Central Pollution Control Board
CAGR Compound annual growth rate
Distributors/ Aggregators Distributors or aggregators who further distribute the products to retailers, IT Solutions
Providers/ Value Added Resellers, System Integrators and provide extended services including
but not limited to financial terms, product services and extended warranty
E-Tailers Marketplaces including Amazon, Flipkart, Newegg, Ebay, Backmarket
EPR Extended Producer Responsibility
ICT Devices Information and communication technology devices are hardware tools used for processing,
transmitting and storing digital information. These include: Computers (laptops, desktops,
tablets), networking equipment (router, switches), smartphones, peripheral devices (printers,
scanners), data storage solutions (external drives and cloud-based drives), servers, mobile
workstations and accessories
IT Solutions Providers/ Value Added Providing IT solutions by integrating hardware, software and services. Providing value added
Resellers service to customers like facility management, annual maintenance contracts, extended
warranty and services including providing in-house engineers in addition to the core products
and also providing devices on lease, rental & ‘devise as a service’ services
GDP Gross Domestic Product
GFCF Gross Fixed Capital Formation
ITAD Information Technology Asset Disposition
IMF International Monetary Fund
K Thousand
LEDs Light-emitting diode
MSMEs Micro, Small and Medium Enterprises
M Million
NREP National Resource Efficiency Policy
ONDC Open Network for Digital Commerce
OEM Original Equipment Manufacturers
PLI Performance linked incentives
PC Personal computer
PM-DISHA Pradhan Mantri Gramin Digital Saksharta Abhiyan
SDGs Sustainable Development Goals
System Integrators Bringing together various components of ICT system into a cohesive and fully functional
system
Rental and Leasing Companies Companies that give ICT products on operating or financial lease and ‘device as a service’
T Trillion
TAT Turnaround Time
UMANG Unified Mobile Application for New-age Governance
UN United Nations
WEEE Waste Electrical and Electronic Equipment
Y-o-Y Year-on-year
Key Performance Indicators
Term Description
EBITDA (in ₹ million) EBITDA is calculated as restated profit before tax (before exceptional items) plus finance
costs and depreciation and amortization expenses
EBITDA Margin (%) EBITDA Margin is computed as EBITDA divided by revenue from operations*100
Gross Margin (in ₹ million) Gross Margin is calculated as revenue from operations as per Restated Consolidated
Financial Information minus cost of materials consumed
Gross Margin (% ) Gross Margin (%) is computed as material margin divided by revenue from operations
*100
Net Working Capital (no. of days) Net Working Capital (no. of days) are calculated by dividing net working capital by
revenues from operation multiplied by 365. Net working capital amount is calculated as
current assets less current liabilities
No. of customers served (No.) No. of customers served (No.) is calculated as sum of customers invoiced by our Company
during the period
No. of procurement partners (No.) No. of procurement partners (No.) is calculated as sum of procurement partners from which
the Company had purchases during the period
PAT (in ₹ million) Restated profit for the year as per Restated Consolidated Financial Information
PAT Margin (%) PAT Margin is calculated as restated profit for the year divided by Revenue from Operation
11Term Description
Property, plant and equipment (Gross) Property, plant and equipment (gross) turnover ratio is calculated by dividing revenues
turnover ratio from operation by gross block value of Property, plant and equipment as per Restated
Consolidated Financial Information
Revenue from Operations Revenue from operations as per Restated Consolidated Financial Information
RoE (%) Return on equity is calculated as PAT attributable to the owners of the Company as a %
Shareholders’ equity
ROCE (%) ROCE is calculated as EBIT as a % of capital employed. EBIT is calculated as EBITDA
minus depreciation and amortization and impairment of goodwill. Capital employed
including non controlling interest refers to sum of total equity plus borrowings plus current
maturities of long term borrowings
Volume of devices refurbished (No.) Volume of devices refurbished (No.) is calculated as sum of total numbers of ICT devices
refurbished by our Company during the period
12CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
PRESENTATION
Certain Conventions
All references in this Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions and all
references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to
the Government of India, central or state, as applicable.
All references herein to the:
(i) “US”, “USA”, the “U.S.” or the “United States” are to the United States of America and its territories and possessions;
and
(ii) “UAE” are to the United Arab Emirates and its territories and possessions.
Unless indicated otherwise, all references to page numbers in this Red Herring Prospectus are to page numbers of this Red
Herring Prospectus.
Financial Data
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that
particular calendar year and accordingly, all references to a particular financial year or fiscal are to the 12-month period
commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular calendar year.
Unless the context requires otherwise, all references to a year in this Red Herring Prospectus are to a calendar year and
references to a Fiscal/Fiscal Year are to the year ended on March 31, of that calendar year. Certain other financial information
pertaining to our Subsidiaries and Group Company are derived from their respective audited financial statements.
Unless indicated otherwise or the context requires otherwise, the financial information and financial ratios in this Red Herring
Prospectus have been derived from the Restated Consolidated Financial Information. For further information, see “Restated
Consolidated Financial Information” on page 238.
The restated consolidated financial information of our Company and our Subsidiaries (“Group”) comprising the restated
consolidated statements of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated
consolidated statements of profit and loss (including other comprehensive income), which includes the Group’s share of loss in
its associate, the restated consolidated statements of cash flow and the restated consolidated statements of changes in equity for
the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the summary of material accounting policies
and other explanatory information prepared in terms of the requirements of Section 26 of Part I of Chapter III of the Companies
Act, SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI, as
amended from time to time.
There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences
or quantify their impact on the financial data included in this Red Herring Prospectus and it is urged that you consult your own
advisors regarding such differences and their impact on our Company’s financial data. For details in connection with risks
involving differences between Ind AS, U.S. GAAP and IFRS, see “Risk Factors – Significant differences exist between Ind AS
and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to investors’ assessment
of our financial condition” on page 60. The degree to which the financial information included in this Red Herring Prospectus
will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies
and practices, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian
accounting policies and practices on the financial disclosures presented in this Red Herring Prospectus should accordingly be
limited. Further, any figures sourced from third-party industry sources may be rounded off to other than two decimal points to
conform to their respective sources.
In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. All figures in decimals have been rounded off to the second decimal and all percentage figures have been rounded
off to two decimal places. In certain instances, discrepancies in any table between the sums of the amounts listed in the table
and totals are due to rounding off.
Further, any figures sourced from third party industry sources may be rounded off to other than to the second decimal to conform
to their respective sources.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Position and Results of Operations” on pages 26, 172 and 292, respectively, and elsewhere in this Red Herring
13Prospectus, unless otherwise stated or context requires otherwise, have been derived from Restated Consolidated Financial
Information or non-GAAP financial measures as described below.
Non-GAAP Financial Measures
Certain measures included in this Red Herring Prospectus, for instance Gross Margin, EBITDA, EBITDA Margin, RoE, ROCE,
Net Worth and Net Working Capital (the “Non-GAAP Measures’’), presented in this Red Herring Prospectus are supplemental
measures of our performance and liquidity that are not required by, or presented in accordance with Ind AS, IFRS or US GAAP.
Furthermore, these Non-GAAP Measures, are not a measurement of our financial performance or liquidity under Indian GAAP,
IFRS or US GAAP and should not be considered as an alternative to net profit/loss, revenue from operations or any other
performance measures derived in accordance with Ind AS, IFRS or US GAAP or as an alternative to cash flow from operations
or as a measure of our liquidity. Further, these Non-GAAP Measures and other statistical and other information relating to
operations and financial performance should not be considered in isolation or construed as an alternative to cash flows, profit/
(loss) for the years/ period or any other measure of financial performance or as an indicator of our operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind
AS, Indian GAAP, IFRS or US GAAP. In addition, these Non-GAAP Measures and other statistical and other information
relating to operations and financial performance, are not standardised terms and may not be computed on the basis of any
standard methodology that is applicable across the industry and therefore, may not be comparable to financial measures of
similar nomenclature that may be computed and presented by other companies and are not measures of operating performance
or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies. Further,
they may have limited utility as a comparative measure. Although such Non-GAAP financial measures are not a measure of
performance calculated in accordance with applicable accounting standards, our Company’s management believes that they are
useful to an investor in evaluating us as they are widely used measures to evaluate a company’s operating performance. For
further information, see “Management’s Discussion and Analysis of Financial Position and Results of Operations” on page
292.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or derived from the
report titled “Electronics Refurbishment Industry Report” dated July 4, 2025, prepared by 1Lattice, which has been prepared
exclusively for the purpose of understanding the industry in connection with the Offer and commissioned and paid for by our
Company, pursuant to the engagement letter dated September 11, 2024. The 1Lattice Report is available on the website of our
Company at the following web-link: https://www.electronicsbazaar.com/investor until the Bid / Offer Closing Date. Unless
otherwise indicated, all financial, operational, industry and other related information derived from the 1Lattice Report and
included in this Red Herring Prospectus with respect to any particular year, refers to such information for the relevant calendar
year. 1Lattice is an independent agency which has no relationship with our Company, Promoters, Directors, Key Managerial
Personnel, Senior Management or the Book Running Lead Managers.
In terms of Regulation 70(3) of SEBI (ICDR) Regulations, 2018, it is obligatory on the BRLMs to perform necessary due
diligence on the entire draft offer document, including the information provided under 1Lattice Report; and to ensure that the
information provided in this Red Herring Prospectus is current, reliable and complete in all aspects, before submitting the offer
document to SEBI. Certain sections of this Red Herring Prospectus including “Risk Factors” “Industry Overview,” “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on pages 26, 115,
172 and 292, respectively, disclose information from the 1Lattice Report which has been prepared exclusively for the Offer and
commissioned by our Company and paid for by our Company exclusively in connection with the Offer, and any reliance on
such information for making an investment decision in the Offer is subject to inherent risks. Accordingly, no investment
decision should be solely made on the basis of such information.
In accordance with the disclosure requirements under the SEBI ICDR Regulations, “Basis for the Offer Price” on page 101
includes information relating to our peer group companies. Such information has been derived from publicly available sources
specified therein.
Currency and Units of Presentation
All references to:
• “Rupees” or “INR” or “₹” or “Rs.” are to Indian Rupees, the official currency of the Republic of India;
• “U.S $”, “U.S. Dollar”, “USD” are to United States Dollars, the official currency of the United States of America; and
• “AED” is to Dirham, the official currency of the United Arab Emirates.
All the figures in this Red Herring Prospectus, except for figures derived from the 1Lattice Report (which are in million or
billion), have been presented in million or in whole numbers where the numbers have been too small to present in million unless
14stated otherwise. One million represents 1,000,000 and one billion represents 1,000,000,000. Certain figures contained in this
Red Herring Prospectus, including financial information, have been subject to rounding adjustments. Any discrepancies in any
table between the totals and the sum of the amounts listed are due to rounding off. All figures in decimals have been rounded
off to the second decimal. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to
the total figure given, and (ii) the sum of the figures in a column or row in certain tables may not conform exactly to the total
figure given for that column or row. However, figures sourced from third-party industry sources may be expressed in
denominations other than million or may be rounded off to other than two decimal points in the respective sources, and such
figures have been expressed in this Red Herring Prospectus in such denominations or rounded-off to such number of decimal
points as provided in such respective sources.
Time
All references to time in this Red Herring Prospectus are to Indian Standard Time. Unless indicated otherwise, all references to
a year in this Red Herring Prospectus are to a calendar year.
Exchange Rates
This Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not be construed
as a representation that such currency amounts could have been, or can be converted into Indian Rupees, at any particular rate,
or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the ₹ and certain
currencies:
(in ₹)
Currency As at
March 31, 2025 March 31, 2024 March 31, 2023
1 USD 85.53 83.34 82.11
1 AED 23.27 22.69 22.36
Source: Reference Rate as available on https://www.oanda.com/bvi-en/
Note: The exchange rates are rounded off to two decimal places and in case March 31 of any of the respective years is a public holiday, the previous Working
Day not being a public holiday has been considered. Exchange rate is rounded off to two decimal points.
15FORWARD-LOOKING STATEMENTS
This Red Herring Prospectus contains certain statements which are not statements of historical fact and may be described as
“forward-looking statements”. These forward-looking statements include statements which can generally be identified by words
or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”, “intend”,
“may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek to”, “will achieve”, “will likely”, “will pursue” or other
words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals of our Company
are also forward-looking statements. All statements regarding our expected financial conditions, results of operations, business
plans and prospects are forward-looking statements. These forward-looking statements include statements as to our business
strategy, plans, revenue, and profitability (including, without limitation, any financial or operating projections or forecasts) and
other matters discussed in this Red Herring Prospectus that are not historical facts. However, these are not the exclusive means
of identifying forward-looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results may differ
materially from those suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties, and assumptions about us that could cause actual results to differ materially from those contemplated by the
relevant forward-looking statement. This may be due to risks or uncertainties associated with our expectations with respect to,
but not limited to, regulatory changes pertaining to the industries we cater and our ability to respond to them, our ability to
successfully implement our strategies, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and globally, which have an impact on our business activities or investments, the
monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates,
equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws,
regulations and taxes, changes in competition in our industry and incidence of any natural calamities and/or acts of violence.
Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited
to, the following:
• As of Fiscal 2025, Fiscal 2024 and Fiscal 2023, we derived 75.59%, 67.87% and 79.97%, respectively, of our
operational revenue from only sales of laptops and therefore its continued success is necessary for our business and
prospects.
• Increase in the prices of parts and materials essential for our operations may negatively impact our business and
financial performance.
• We have substantial indebtedness which requires significant cash flows to service and limits our ability to operate
freely
• Our revenue generated from outside India accounts for a significant portion of our revenue from operations. As of
Fiscal 2025, Fiscal 2024 and Fiscal 2023, we derived 75.53%, 57.97% and 50.53%, respectively, of our revenue from
outside India.
• A substantial portion of our revenues is dependent on our top 10 customers. During Fiscals 2025, 2024 and 2023 we
derived 46.59%, 55.77% and 44.14%, respectively of our total revenue from operations from our top 10 customers.
• We depend on a limited number of suppliers for our inventory. Any interruption in the availability of inventory may
adversely impact our operations.
• A significant part of our total revenue from operations i.e. 66.66%, 49.59% and 50.28% in Fiscal 2025, Fiscal 2024
and Fiscal 2023, respectively were through our Material Subsidiary, Electronics Bazaar FZC. (“EB FZC”).
• Our Company's positive cash flow from operating activities is significantly influenced by changes in working capital
loans.
• We have experienced reduction in our business-to-consumer (“B2C”) sales in Fiscal 2025, Fiscal 2024 and Fiscal
2023.
• We have in the past entered into related party transactions and may continue to do so in the future, which may
potentially involve conflicts of interest with the equity shareholders.
For a further discussion of factors that could cause our actual results to differ from the expectations, see “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 26, 172 and
292, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual future gains or losses could materially be different from those that have been
estimated. Forward-looking statements reflect our current views as of the date of this Red Herring Prospectus and are not a
16guarantee of future performance. These statements are based on our management’s belief and assumptions, which in turn are
based on currently available information. Although we believe that the assumptions on which such statements are based are
reasonable, any such assumptions as well as statements based on them could prove to be inaccurate and the forward looking
statements based on these assumptions could be incorrect.
Neither our Company, our Directors nor the members of the Syndicate or any of their respective affiliates have any obligation
to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence
of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR
Regulations, our Company will ensure that investors in India are informed of material developments pertaining to our Company
from the date of this Red Herring Prospectus until the time of the grant of listing and trading permissions by the Stock
Exchanges.
17SUMMARY OF THE OFFER DOCUMENT
This section is a general summary of certain disclosures included in this Red Herring Prospectus and is not exhaustive, nor
does it purport to contain a summary of all the disclosures in this Red Herring Prospectus or all details relevant to prospective
investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information
appearing elsewhere in this Red Herring Prospectus, including the sections “Risk Factors”, “Our Business”, “Industry
Overview”, “Capital Structure”, “The Offer”, “Restated Consolidated Financial Information”, “Objects of the Offer”,
“Management’s Discussion and Analysis of Financial Position and Results of Operations” and “Outstanding Litigation and
Material Developments” on pages 26, 172, 115, 80, 65, 238, 91, 292 and 318, respectively of this Red Herring Prospectus.
Primary business of our Company
We are India’s largest refurbisher of laptops and desktops and among the largest refurbishers of ICT Devices overall, both
globally and in India with significant presence across India, USA, Europe, Africa and UAE, in terms of value, as of March 31,
2025 (Source: 1Lattice Report). We operate under the brand “Electronics Bazaar”, with presence across the full refurbishment
value chain i.e., from sourcing to refurbishment to sales, to after – sale services and providing warranty. We solve customers’
requirement of affordable, reliable and premium ICT Devices which are as good as new devices, both functionally and
aesthetically, and are backed by proven warranty.
For further information, see “Our Business” beginning on page 172.
Summary of industry in which our Company operates
The global used and refurbished electronics market comprises of electronics that are either resold ‘as-is’ or after being
refurbished. Unlike electronics that are sold ‘as-is’, refurbished electronics undergo thorough inspection and repairs, ensuring
they meet certain standards before resale. This market spans a range of electronics, from smartphones, laptops, and desktops to
home and kitchen appliances, televisions, office equipment, cameras, and video game consoles. The electronics refurbishment
industry is uniquely placed to grow even in downcycles of economic growth as it serves the replacement demand of new devices
with affordable solutions.(Source: 1Lattice Report).
For further information, see “Industry Overview” beginning on page 115.
Our Promoters
Sharad Khandelwal, Vidhi Sharad Khandelwal, Kay Kay Overseas Corporation and Amiable Electronics Private Limited.
For further information, see “Our Promoters and Promoter Group” on page 232.
The Offer
The following table summarizes the details of the Offer:
Offer(1) Up to [●] Equity Shares of face value of ₹2 each for cash at price of ₹[●] per Equity Share (including a premium
of [●] per Equity Share), aggregating up to ₹ [●] million
Of which
Fresh Issue(1) Up to [●] Equity Shares of face value of ₹2 each aggregating up to ₹ 4,000.00 million
Offer for Sale(2) Up to 2,550,000 Equity Shares of face value of ₹2 each aggregating up to ₹ [●] million
(1) The Offer has been authorized pursuant to the resolution passed by our Board dated December 4, 2024 and the Fresh Issue has been authorized by our
Shareholders pursuant to a special resolution passed on December 5, 2024.
(2) Each of the Selling Shareholders, severally and not jointly, confirms that its portion of the Offered Shares are eligible for being offered for sale in terms
of Regulation 8 of the SEBI ICDR Regulations. Each Selling Shareholder has, severally and not jointly, consented to the sale of its portion of the Offered
Shares in the Offer for Sale. For further details on the authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory
and Statutory Disclosures – Authority for the Offer” on page 327.
The Offer shall constitute [●]% of the post-Offer paid-up equity share capital of our Company. For further details, see “The
Offer” and “Offer Structure” on pages 65 and 348, respectively.
Objects of the Offer
The Net Proceeds are proposed to be utilised towards the following objects:
(in ₹ million)
Particulars Estimated amount^
Prepayment and/or repayment, in full or in part, of all or a portion of certain outstanding borrowings 3,200.00
availed by our Company and our Material Subsidiary
General corporate purposes(1) [●]
18Particulars Estimated amount^
Net Proceeds [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general
corporate purposes shall not exceed 25% of the Gross Proceeds.
For further information, see “Objects of the Offer” on page 91.
Aggregate pre-Offer and post-Offer shareholding of our Promoters, the members of our Promoter Group and the
Selling Shareholders
The aggregate pre-Offer shareholding of our Promoters, the members of our Promoter Group and the Selling Shareholders as
on the date of this Red Herring Prospectus is set out below:
S. No. Name of the Shareholder* Pre-Offer equity share capital
No. of equity shares of % of paid-up equity share capital
face value of ₹2
Promoters*^
1. S harad Khandelwal 17,965,860 18.50
2. V idhi Sharad Khandelwal 17,970,870 18.50
3. A miable Electronics Private Limited 55,651,080 57.29
Sub-total (A) 91,587,810 94.29
Promoter Group**
1. Vivek Khandelwal 693,885 0.71
2. Pramila Khandelwal 2,505 Negligible
3. Karuna Rajendra Ringshia 2,505 Negligible
Sub-total (B) 698,895 0.71
Total (A+B) 92,286,705 95.01
* Kay Kay Overseas Corporation does not hold any Equity Shares.
^ Also the Selling Shareholders.
** None of our other members of the Promoter Group hold any Equity Shares.
For further information, see “Capital Structure” beginning on page 80.
Aggregate pre-Offer shareholding of our Promoters, our Promoter Group and the additional top 10 Shareholders
The aggregate pre-Offer shareholding of our Promoters, our Promoter Group and the additional top 10 Shareholders as a
percentage of the pre-Offer paid-up Equity Share capital of our Company is set out below:
Name Pre-Offer Post-Offer shareholding as at Allotment**
Number of Percentage of At the lower end of At the upper end of
Equity Shares pre-Offer the Price Band (₹[●]) the Price Band (₹[●])
of face value Equity Share Number of Equity Percentage of post- Number of Equity Percentage of
of ₹2 each capital (%) Shares of face Offer Equity Share Shares of face post-Offer
value of ₹2 each capital (%) value of ₹2 each Equity Share
capital (%)
Promoters*^
Sharad 17,965,860 18.50 [●] [●] [●] [●]
Khandelwal
Vidhi Sharad 17,970,870 18.50 [●] [●] [●] [●]
Khandelwal
Amiable 55,651,080 57.29 [●] [●] [●] [●]
Electronics
Private Limited
Sub-total (A) 91,587,810 94.29 [●] [●] [●] [●]
Promoter Group&
Vivek 693,885 0.71 [●] [●] [●] [●]
Khandelwal
Pramila 2,505 Negligible [●] [●] [●] [●]
Khandelwal
Karuna 2,505 Negligible [●] [●] [●] [●]
Rajendra
Ringshia
Sub-total (B) 698,895 0.71 [●] [●] [●] [●]
Additional top 10 Shareholders
Amit Midha 4,847,175 4.99 [●] [●] [●] [●]
Sub-total (C) 4,847,175 4.99 [●] [●] [●] [●]
19Name Pre-Offer Post-Offer shareholding as at Allotment**
Number of Percentage of At the lower end of At the upper end of
Equity Shares pre-Offer the Price Band (₹[●]) the Price Band (₹[●])
of face value Equity Share Number of Equity Percentage of post- Number of Equity Percentage of
of ₹2 each capital (%) Shares of face Offer Equity Share Shares of face post-Offer
value of ₹2 each capital (%) value of ₹2 each Equity Share
capital (%)
Total 97,133,880 100.00 [●] [●] [●] [●]
(A+B+C)
** To be updated upon finalization of the Price Band.
* Kay Kay Overseas Corporation does not hold any Equity Shares.
^ Also the Selling Shareholders.
& None of our other members of the Promoter Group hold any Equity Shares.
For further information, see “Capital Structure” beginning on page 80.
Summary of selected financial information
The details of certain financial information as set out under the SEBI ICDR Regulations for Fiscal 2025, Fiscal 2024 and Fiscal
2023, as derived from the Restated Consolidated Financial Information are set forth below:
(₹ in million, except per share data)
Particulars As at and for the
Fiscal 2025 Fiscal 2024 Fiscal 2023
Equity share capital 194.27 0.39 0.39
Total equity 2,271.29 1,635.80 1,118.26
Net worth(1) 2,264.55 1,631.41 1,115.95
Revenue from operations 14,111.10 11,381.38 6,595.42
Restated profit for the year 690.33 523.05 324.28
Earnings per Equity Share (of face
value of ₹ 2 each)
- Basic(2)(4) 7.09 5.37 3.33
- Diluted(3)(4) 7.09 5.37 3.33
Net Asset Value per Equity Share(5) 23.31 16.80 11.49
Total borrowings(6) 4,469.21 3,223.33 1,520.22
Notes:
(1) Net worth means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities premium account
and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, miscellaneous expenditure not
written off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets, capital reserve, write-back of depreciation
as at year end, as per restated financial statement of assets and liabilities of the Company excluding non-controlling interest.
(2) Earnings per Equity Share (Basic) = Restated profit for the period/year attributable to the equity holders of our Company/Weighted average number of
equity shares outstanding during the year.
(3) Earnings per Equity Share (Diluted) = Restated profit for the period/year attributable to equity holders of our Company/Weighted average number of
equity shares outstanding during the year considered for deriving basic earnings per share and the weighted average number of Equity Shares
outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares during the year.
(4) Basic EPS and Diluted EPS calculations are in accordance with Indian Accounting Standard 33 ‘Earnings per Share’. The Split of Equity Shares and
Bonus Issue are retrospectively considered for the computation of weighted average number of equity shares outstanding during the period, in
accordance with Ind AS 33.
(5) Net Asset Value per equity share is calculated as restated net worth for the year/ period attributable to owners of the Company / weighted average
number of equity shares for the year.
(6) Total borrowings is computed as current borrowings (including current maturities of non-current borrowings) plus non-current borrowings.
For further details, see “Restated Consolidated Financial Information” on page 238.
Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Information
There are no qualifications included by the Statutory Auditors in their audit reports and hence no effect is required to be given
in the Restated Consolidated Financial Information.
Summary of outstanding litigations
A summary of outstanding litigation proceedings involving our Company, our Subsidiaries, our Directors, our Promoters, our
Key Managerial Personnel and Senior Management and our Group Company in accordance with the SEBI ICDR Regulations
and the Materiality Policy as on the date of this Red Herring Prospectus, is provided below:
20Name of entity Criminal Tax proceedings Statutory or Disciplinary Material civil Aggregate
proceedings regulatory actions by the litigations# amount
proceedings SEBI or Stock involved* (₹ in
Exchanges million)
against our
Promoters
Company
By our Company 25 NA NA NA Nil 7.04
Against our Company Nil 7 Nil NA Nil 91.73
Directors (Other than our Promoters)
By our Directors Nil NA NA NA Nil Nil
Against our Directors Nil 1 Nil NA Nil 0.78
Promoters
By our Promoters 7 NA NA NA Nil 41.29
Against our Promoters Nil 11 Nil Nil Nil 410.38
Subsidiaries
By our Subsidiaries Nil NA NA NA Nil Nil
Against our Subsidiaries Nil Nil Nil NA Nil Nil
Key Managerial Personnel and Senior Management (Other than our Promoters)
By our Key Managerial Nil NA NA NA NA Nil
Personnel and Senior
Management
Against our Key Nil NA Nil NA NA Nil
Managerial Personnel
and Senior Management
* To the extent quantifiable.
# In accordance with the Materiality Policy.
As on the date of this Red Herring Prospectus, there is no outstanding litigation involving our Group Company which may have
a material impact on our Company.
For further details, see “Outstanding Litigation and Material Developments” on page 318.
Risk Factors
Specific attention of Bidders is invited to the section “Risk Factors” on page 26. Bidders are advised to read the risk factors
carefully before taking an investment decision in the Offer. Set forth below are the top 10 risk factors applicable to our
Company:
Sr. No Description of top 10 risk factors
1. As of Fiscal 2025, Fiscal 2024 and Fiscal 2023, we derived 75.59%, 67.87% and 79.97%, respectively, of our
operational revenue from only sales of laptops and therefore its continued success is necessary for our business and
prospects. Any decline in the demand for such product may have an adverse impact on our business, revenue and
profitability.
2. Increase in the prices of parts and materials essential for our operations may negatively impact our business and
financial performance. Furthermore, our ability to procure these parts and materials may be affected by price
fluctuations in the future.
3. We have substantial indebtedness which requires significant cash flows to service and limits our ability to operate
freely. Our debt servicing coverage ratio for Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 0.25 times, 0.25 times
and 0.40 times, respectively. Any breach of terms under our financing arrangements or our inability to meet our
obligations, including financial and other covenants under our debt financing arrangements may adversely affect our
business and financial condition.
4. Our revenue generated from outside India accounts for a significant portion of our revenue from operations. As of
Fiscal 2025, Fiscal 2024 and Fiscal 2023, we derived 75.53%, 57.97% and 50.53%, respectively, of our revenue
from outside India. Any failure to manage our business in overseas markets or our inability to grow our business in
new geographic markets may affect our growth, which may have a material adverse effect on our business,
operations, prospects or financial condition.
5. A substantial portion of our revenues is dependent on our top 10 customers. During Fiscals 2025, 2024 and 2023 we
derived 46.59%, 55.77% and 44.14%, respectively of our total revenue from operations from our top 10 customers.
The loss of any of these customers may adversely affect our revenues and profitability.
6. We depend on a limited number of suppliers for our inventory. Any interruption in the availability of inventory may
adversely impact our operations. Further, any failure by our suppliers to provide inventory to us on time or at all, or
as per our specifications and quality standards may have an adverse impact on our ability to meet our delivery
schedules.
21Sr. No Description of top 10 risk factors
7. A significant part of our total revenue from operations i.e. 66.66%, 49.59% and 50.28% in Fiscal 2025, Fiscal 2024
and Fiscal 2023, respectively were through our Material Subsidiary, Electronics Bazaar FZC. (“EB FZC”), and we
are dependent on the operating income and cash flows generated by EB FZC. Any loss or reduction in the business
attributable to our EB FZC, or a change in our shareholding in EB FZC, could have a material adverse effect on our
business, prospects, results of operations, cash flows and financial condition
8. Our Company's positive cash flow from operating activities is significantly influenced by changes in working capital
loans. A reduction in the availability or utilization of these loans could adversely affect our Company's operational
cash flow and its ability to manage working capital requirements.
9. We have experienced reduction in our business-to-consumer (“B2C”) sales in Fiscal 2025, Fiscal 2024 and Fiscal
2023.
10. We have in the past entered into related party transactions and may continue to do so in the future, which may
potentially involve conflicts of interest with the equity shareholders.
For further information, see “Risk Factors” beginning on page 26.
Summary of contingent liabilities
The following is a summary table of our contingent liabilities as at March 31, 2025, as indicated in the Restated Consolidated
Financial Information:
(₹ in million)
Particulars Amount as at March 31, 2025
Income tax (CIT Appeals) 0.57
GST (ACST Appeals) 91.69
For details, see “Restated Consolidated Financial Information – Note 44. Contingent liabilities” on page 283
Summary of related party transactions
The summary of related party transactions, as per the requirements under Ind AS 24 – Related Party Disclosures, entered into
by us in Fiscal 2025, Fiscal 2024 and Fiscal 2023, as derived from the Restated Consolidated Financial Information are as set
out in the table below:
(in ₹ million)
Sr. Particulars Nature of Nature of Fiscal 2025 Fiscal 2024 Fiscal 2023
No Relationship Transactions Amount % of Amount % of Amount % of
revenue revenue revenue
from from from
operations operations operations
1 Kay Kay Associate Sales 5.27 0.04% 0.73 0.01% 10.36 0.16%
Overseas concern Purchase 757.52 5.37% 454.49 3.99% 541.17 8.21%
Corporation Rent given 1.56 0.01% Nil - Nil -
2 R2 Venture Associate Sales 0.31 Negligible Nil - Nil -
concern Purchase 38.54 0.27% 40.37 0.35% 19.11 0.29%
3 Electronics Associate Sales 1,140.94 8.09% 1,298.72 10.58% 476.35 7.22%
Bazaar Inc concern Purchase 1,049.27 7.44% 1,661.70 14.60% 669.12 10.15%
Foreign 0.17 Negligible 0.42 Negligible Nil -
exchange
Gain/(Loss)
4 Amiable Holding Sales 0.69 Negligible 0.87 0.01% Nil -
Electronics Company Purchase 929.56 6.59% Nil - Nil -
Private Limited Advance 951.21 6.74% 198.94 1.75% Nil -
5 RR Enterprise Associate Sales 97.09 0.69% 589.90 5.18% 85.95 1.30%
concern Purchase 38.09 0.27% 565.18 4.97% 418.37 6.34%
6 Sharad Managing Managerial 6.45 0.05% 6.00 0.05% 6.00 0.09%
Khandelwal Director Remuneration
Personal 592.42 4.20% 2,318.21 20.87% 625.90 9.49%
Guarantee
7 Vidhi Sharad Non-Executive Managerial - - 6.00 0.05% 6.00 0.09%
Khandelwal Director Remuneration
Personal 592.42 4.20% 2,318.21 20.87% 625.90 9.49%
Guarantee
8 Amit Midha(3) Non-Executive Unsecured loan 598.23 4.24% Nil - Nil -
Non-
22Sr. Particulars Nature of Nature of Fiscal 2025 Fiscal 2024 Fiscal 2023
No Relationship Transactions Amount % of Amount % of Amount % of
revenue revenue revenue
from from from
operations operations operations
Independent
Director
9 Raakesh CFO Salary 3.21 0.02% - - - -
Jhunjhunwala(1)
10 Sarita Tufani Company Salary 0.70 Negligible - - - -
Vishwakarma(2) Secretary
11 Rinku Arora(3) Independent Director Sitting 0.70 Negligible - - - -
Director Fees
12 Sheetal Kumar Independent Director Sitting 0.65 Negligible - - - -
Dak(3) Director Fees
Notes:
(1) Raakesh Jagdish Jhunjhunwala has been associated with the Company since October 1, 2024. Accordingly, no remuneration was paid in Fiscal 2023 and
Fiscal 2024.
(2) Sarita Vishwakarma has been associated with the Company since October 8, 2024. Accordingly, no remuneration was paid in Fiscal 2023 and Fiscal 2024.
(3) Rinku Arora, Sheetal Kumar Dak and Amit Midha are appointed as Director in Fiscal 2025.
For details of the related party transactions and the related party transaction eliminated on consolidation, as per the requirements
under Ind AS 24 ‘Related Party Disclosures’ read with the SEBI ICDR Regulation for Fiscal 2025, Fiscal 2024 and Fiscal
2023, see “Restated Consolidated Financial Information – Note 38 Related party disclosure in respect of Ind AS 24” on page
275
Financing arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors and their
relatives (as defined under Companies Act, 2013) have financed the purchase by any other person of securities of our Company
(other than in the normal course of the business of the financing entity) during a period of six months immediately preceding
the date of this Red Herring Prospectus.
Weighted average price at which the specified securities were acquired by our Promoter and the Selling Shareholders
in the last one year preceding the date of this Red Herring Prospectus
Weighted average price at which the specified securities were acquired by our Promoters and Selling Shareholders in the last
one year is given below:
Name of the Promoter*^ Number of Equity Shares of face Weighted average price of acquisition per Equity
value of ₹ 2 acquired in last one Shares (in ₹)**#
year preceding the date of this
RHP
Sharad Khandelwal 17,930,000 Nil#
Vidhi Sharad Khandelwal 17,935,000 Nil#
Amiable Electronics Private Limited 55,540,000 Nil#
* Kay Kay Overseas Corporation does not hold any Equity Shares.
** As certified by our Statutory Auditors, by way of their certificate dated July 17, 2025.
.^ Also the Selling Shareholders.
# Equity Shares of face value of ₹ 2 each acquired by way of the Bonus Issue.
Weighted average cost of acquisition of all shares transacted in last one year, 18 months and three years preceding the
date of this Red Herring Prospectus
Period Weighted average cost of Cap Price is ‘x’ times the Range of acquisition price
acquisition (in ₹)*#% weighted average cost of per Equity Share of face
acquisition** value of ₹2: lowest price –
highest price (in ₹)*#
Last one year preceding the date of this Red Nil [●] N.A.
Herring Prospectus
Last 18 months preceding the date of this Red Nil [●] N.A.
Herring Prospectus
Last three years preceding the date of this Red Nil [●] N.A.
Herring Prospectus
* As certified by our Statutory Auditors, by way of their certificate dated July 17, 2025.
** To be updated in the Prospectus.
# As adjusted for Split of Equity Shares and Bonus Issue.
% Computed based on the Equity Shares acquired/allotted/purchased (including acquisition pursuant to transfer by way of gift and bonus issue).
23Average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders
The average cost of acquisition of Equity Shares by our Promoters and the Selling Shareholders as at the date of this Red
Herring Prospectus, is:
Name of Promoter*^ Number of Equity Average cost per Equity Share
Shares held of face of face values of ₹ 2**# (₹)
value of ₹ 2
Sharad Khandelwal 17,965,860 0.28
Vidhi Sharad Khandelwal 17,970,870 0.28
Amiable Electronics Private Limited 55,651,080 3.47
* Kay Kay Overseas Corporation does not hold any Equity Shares.
** As certified by our Statutory Auditors, by way of their certificate dated July 17, 2025.
# As adjusted for Split of Equity Shares and Bonus Issue.
^ Also the Selling Shareholders.
Details of price at which specified securities were acquired by our Promoters, members of the Promoter Group, Selling
Shareholders and Shareholders with the right to nominate Directors or any other special rights in the three years
preceding the date of this Red Herring Prospectus
Except as stated below, none of our Promoters and members of our Promoter Group, Selling Shareholders have acquired any
specified securities in the three years immediately preceding the date of this Red Herring Prospectus:
Name of Shareholder Date of acquisition Number of equity shares Face value (₹) Acquisition price per
acquired Equity Share (in ₹)*
Pramila Khandelwal** September 27, 2024 1 10 Nil***
December 5, 2024 2,500 2 Nil^
Karuna Rajendra Ringshia** September 27, 2024 1 10 Nil***
December 5, 2024 2,500 2 Nil^
Vivek Khandelwal** December 5, 2024 692,500 2 Nil^
Sharad Khandelwal# December 5, 2024 17,930,000 2 Nil^
Vidhi Sharad Khandelwal# December 5, 2024 17,935,000 2 Nil^
Amiable Electronics Private December 5, 2024 55,540,000 2 Nil^
Limited#
* As certified by our Statutory Auditors, by way of their certificate dated July 17, 2025.
** Members of Promoter Group.
*** Acquisition by way of gift.
# Also a Selling Shareholder
^ Acquisition by way of bonus shares.
There are no Shareholders with right to nominate directors or other special rights.
Details of pre-IPO placement
Our Company has not undertaken any pre-IPO placement.
Issue of equity shares of our Company for consideration other than cash in the last one year
Except as disclosed below, our Company has not issued any equity shares of our Company for consideration other than cash in
the one year preceding the date of this Red Herring Prospectus:
Date of Reason/particulars Names of allottees No. of Face value Issue price Form of consideration
allotment of allotment/ split equity (₹) per equity
of equity shares shares share (₹)
allotted
December 5, Bonus issue in the 17,930,000 Equity Shares were 96,940,000 2 - N.A.
2024 ratio of 500 Equity allotted to Sharad Khandelwal,
Shares for every 1 17,935,000 Equity Shares were
Equity Share held allotted to Vidhi Sharad
Khandelwal, 55,540,000 Equity
Shares were allotted to Amiable
Electronics Private Limited,
692,500 Equity Shares were
allotted to Vivek Khandelwal,
4,837,500 Equity Shares were
allotted to Amit Midha, 2,500
Equity Shares were allotted to
24Date of Reason/particulars Names of allottees No. of Face value Issue price Form of consideration
allotment of allotment/ split equity (₹) per equity
of equity shares shares share (₹)
allotted
Pramila Khandelwal and 2,500
Equity Shares were allotted to
Karuna Rajendra Ringshia
Split or consolidation of equity shares in the last one year
Pursuant to a resolution passed by our Board dated December 3, 2024 and a resolution passed by our Shareholders dated
December 3, 2024, the face value of the equity shares was split from ₹ 10 per equity share to ₹ 2 per Equity Share. Accordingly,
the authorised share capital of our Company, being 25,000,000 equity shares of ₹ 10 each was split into 125,000,000 Equity
Shares of ₹ 2 each, and the issued, subscribed and paid-up equity share capital of our Company, being 38,776 equity shares of
₹ 10 each was split into 193,880 Equity Shares of ₹ 2 each. For further details, please see “Capital Structure – Equity Share
capital history of our Company” on page 80.
Exemption from complying with any provisions of securities laws, if any, granted by the SEBI
Our Company has not applied for or received any exemption by SEBI from complying with any provisions of securities laws,
as on the date of this Red Herring Prospectus.
25SECTION II - RISK FACTORS
An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the information in this Red
Herring Prospectus, including the risks and uncertainties described below before making an investment in our Equity Shares.
We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may not be the
only risks relevant to us, our Equity Shares, or the industry in which we currently operate. Unless specified or quantified in the
relevant risk factors below, we are not in a position to quantify the financial or other implications of any of the risks mentioned
in this section. If any or a combination of the following risks actually occur, or if any of the risks that are currently not known
or deemed to be not relevant or material now actually occur or become material in the future, our business, cash flows,
prospects, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and
you may lose all or part of your investment. For more details on our business and operations, see “Our Business”, “Industry
Overview”, “Key Regulations and Policies” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” on pages 172, 115, 198 and 292, respectively, as well as other financial information included elsewhere in this
Red Herring Prospectus. In making an investment decision, you must rely on your own examination of our Company and the
terms of the Offer, including the merits and risks involved, and you should consult your tax, financial and legal advisors about
the consequences of investing in the Offer. Prospective investors should pay particular attention to the fact that our Company
is incorporated under the laws of India and is subject to a legal and regulatory environment which may differ in certain respects
from that of other countries.
This Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and
uncertainties. Our actual results could differ materially from those anticipated in these forward looking statements as a result
of certain factors, including but not limited to the considerations described below and elsewhere in this Red Herring Prospectus.
For details, see “Forward-Looking Statements” on page 16.
Unless otherwise indicated, the financial information included herein is based on our Restated Consolidated Financial
Information included in this Red Herring Prospectus. For further information, see “Restated Consolidated Financial
Information” on page 238.
Only to the extent explicitly indicated, industry and market data used in this section has been derived from the report titled
“Electronics Refurbishment Industry Report” dated July 4, 2025, prepared and issued by 1Lattice (the “1Lattice Report”),
commissioned by and paid for by our Company. The 1Lattice Report has been prepared and issued by 1Lattice for the purpose
of understanding the industry exclusively in connection with the Offer and has been made available on the website of our
Company at https://www.electronicsbazaar.com/investor from the date of the Draft Red Herring Prospectus and will be
available until the Bid/Offer Closing Date. Unless otherwise indicated, all financial, operational, industry and other related
information derived from the 1Lattice Report and included herein with respect to any particular fiscal or calendar year, refers
to such information for the relevant fiscal or calendar year. Also see, “Certain Conventions, Use of Financial Information and
Market Data and Currency of Presentation – Industry and Market Data” on page 14.
INTERNAL RISKS
1. As of Fiscal 2025, Fiscal 2024 and Fiscal 2023, we derived 75.59%, 67.87% and 79.97%, respectively, of our
operational revenue from only sales of laptops and therefore its continued success is necessary for our business
and prospects. Any decline in the demand for such product may have an adverse impact on our business, revenue
and profitability.
We offer refurbished and other categories of ICT Devices such as laptops, desktops, tablets, servers, premium smart
phones, mobile workstations and accessories. The revenue from the sale of laptops and sale of other categories of
refurbished ICT Devices for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are set out in the table below.
(₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage of Amount Percentage of Amount Percentage of
revenue from revenue from revenue from
operations operation operations
Revenue from sale 10,667.06 75.59% 7,724.16 67.87 5,274.58 79.97
of laptops
Revenue from 3,444.04 24.41% 3,657.22 32.13 1,320.84 20.03
others*
Total revenue 14,111.10 100.00% 11,381.38 100.00 6,595.42 100.00
from operations
* Includes desktops, tablets, servers, premium smart phones, mobile workstations, accessories and service income.
Accordingly, our business depends substantially upon our ability to generate revenue from sale of laptops. If the
demand for usage of laptops is reduced or it takes longer to develop, it may impact our revenues to decline and we
26may be unable to sustain our profitability. While we have not faced any instances of lack of demand for laptops in
Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that going forward we may be subjected to such risk.
The significant dependency on our revenue for operations from sale of laptops may make the results of our operations
more volatile, which would have an adverse impact on our business, revenue and profitability.
2. Increase in the prices of parts and materials essential for our operations may negatively impact our business and
financial performance. Furthermore, our ability to procure these parts and materials may be affected by price
fluctuations in the future.
We source parts and materials such as hard drives and random access memory for our operations from a combination
of domestic and foreign suppliers. Any restrictions, either from the central or state/provincial governments or from
any other authorized bilateral or multilateral organizations, including any export duties or export restriction by the
exporting country on imports of inventory, may adversely affect our business, results of operations, cash flows and
profitability.
The table below sets forth the total cost of materials consumed as a percentage of our total expenses for the periods
indicated:
(₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage of total Amount Percentage of Amount Percentage of
expenses total expenses total expenses
Total cost of 11,586.43 86.34% 9,979.86 91.86% 5,583.97 89.01%
materials consumed
Total expenses 13,420.23 - 10,864.74 - 6,273.67 -
The table below sets forth the percentage of parts and materials sourced from India and outside India for the periods
indicated:
(₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage of Amount Percentage of Amount Percentage of
total purchases total purchases total purchases
(%) (%) (%)
Purchase of parts and 6,980.00 52.44 5,993.87 50.91 4,280.77 73.72
materials sourced from
India
Purchase of parts and 6,329.47 47.56 5,778.66 49.09 1,525.77 26.28
materials sourced from
outside India
Total purchases 13,309.47 100.00 11,772.53 100.00 5,806.54 100.00
Further, the table below sets forth the names of the countries from which we procured raw materials in Fiscal 2025,
Fiscal 2024 and Fiscal 2023:
(₹ million, unless otherwise stated)
Name of the Key parts and Fiscal 2025 Fiscal 2024 Fiscal 2023
country materials sourced Amount Percentage of Amount Percentage Amount Percentage
from outside India total of total of total
purchases purchases purchases
UAE Hard disk drive, 3,630.26 27.28% 3,611.79 30.68% 169.27 2.92%
solid state drive,
random access
memory, keyboard,
battery, adapters and
ICT Devices
including laptop
USA ICT Devices 2,373.80 17.84% 2,088.41 17.74% 1,308.55 22.54%
including laptop
Others* Laptop devices 325.41 2.44% 78.45 0.67% 47.96 0.83%
Total - 6,329.47 47.56% 5,778.66 49.09% 1,525.77 26.28%
purchase of
parts and
materials
sourced from
outside India
* Others include Germany, UK, Australia and Ireland.
27Other factors such as tariffs and economic or political conditions of the countries where we procure supplies from may
also result in increases in costs of parts and materials, which could increase our production and delivery costs and
reduce our margins. For example, the recent imposition of tariffs by the US government may prompt counter-tariffs
from other countries which could increase costs for entities in the US, disrupt supply chains, resulting in increases in
costs of parts and materials for us.We cannot assure you that there will not be any action by the relevant authorities
imposing import duties, export duties or similar tariffs in the future. Any such imposition will result in an increase in
our input costs for our business. If we are unable to find alternative sources to procure inventory or equipment on
favourable terms (in a timely manner or at all) or if any increased costs cannot be passed on to our customers, our
margins will correspondingly decrease. We have not witnessed any such instance in Fiscal 2025, Fiscal 2024 and
Fiscal 2023, which resulted in the increase of costs. Further, in Fiscal 2025, Fiscal 2024 and Fiscal 2023, there have
been no instances where concerned authorities had stopped any import of the raw material. However, the occurrence
of such instances may adversely impact our results of operations and business prospects.
3. We have substantial indebtedness which requires significant cash flows to service and limits our ability to operate
freely. Our debt servicing coverage ratio for Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 0.25 times, 0.25 times
and 0.40 times, respectively. Any breach of terms under our financing arrangements or our inability to meet our
obligations, including financial and other covenants under our debt financing arrangements may adversely affect
our business and financial condition.
Set out below are details of our outstanding borrowings and our debt servicing coverage ratio, on a consolidated basis,
based on the Restated Consolidated Financial Information, for the dates indicated:
(in ₹ million, except for the ratio)
Particulars As of
March 31, 2025 March 31, 2024 March 31, 2023
Borrowings (non-current) 727.99 81.77 131.31
Borrowings (current)* 3,615.58 3,096.33 1,006.24
Total Borrowings 4,343.57 3,178.10 1,137.55
Debt servicing coverage ratio 0.25 0.25 0.40
Debt to equity ratio 1.92 1.95 1.02
Finance charges 383.50 239.27 118.41
* Excludes current maturities of long term borrowings.
Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our
business operations and generate sufficient cash flows to service such debt. Our outstanding indebtedness and any
additional indebtedness we incur may have significant consequences, requiring us to use a significant portion of our
cash flow from operations and other available cash to service our indebtedness, thereby reducing the funds available
for other purposes, including capital expenditures, acquisitions, and strategic investments; reducing our flexibility in
planning for or reacting to changes in our business, competition pressures and market conditions; and limiting our
ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases, or other
general corporate and other purposes. During Fiscals 2025, 2024 and 2023 there have not been any instances of
downgrading/ withdrawal of the credit ratings of our Company and Subsidiaries, any delay/ default in the repayment
or any restructuring of the credit facility availed by us. There can be no assurance that there will not be any instances
of downgrading/ withdrawal of the credit ratings, any delay/ default in the repayment or any restructuring of the credit
facility availed by us.
Some of the financing arrangements entered into by us include conditions that require our Company to obtain
respective lenders’ consent prior to carrying out certain activities. These covenants vary depending on the requirements
of the financial institution extending such loan and the conditions negotiated under each financing agreement. Some
of the corporate actions that require prior consents from certain lenders include, among others, changes to the capital
structure of our Company, changes to the management of our Company and changes in the memorandum and articles
of association of our Company. Failure to comply with such covenants or obtain consents may restrict or delay certain
actions or initiatives that we may propose to take from time to time and may have significant consequences on our
business and operations. In addition, we have also availed loans which may be recalled at any time at the option of
such lenders. Such recalls on borrowed amounts may also be contingent upon happening of an event beyond our
control and there can be no assurance that we will be able to persuade our lenders to give us extensions or to refrain
from exercising such recalls which may adversely affect our operations and cash flows.
While we have not faced any instances of breach of financial covenants in Fiscal 2025, Fiscal 2024 and Fiscal 2023,
any failure on our part in the future to satisfactorily observe the covenants under our financing arrangements or to
obtain necessary waivers may lead to the termination of our credit facilities, acceleration of amounts due under such
facilities, suspension of further access/withdrawals, either in whole or in part, for the use of the facility and/or
restructuring of our debt, adversely impacting our business, financial condition and results of operations.
284. Our revenue generated from outside India accounts for a significant portion of our revenue from operations. As of
Fiscal 2025, Fiscal 2024 and Fiscal 2023, we derived 75.53%, 57.97% and 50.53%, respectively, of our revenue
from outside India. Any failure to manage our business in overseas markets or our inability to grow our business
in new geographic markets may affect our growth, which may have a material adverse effect on our business,
operations, prospects or financial condition.
As of March 31, 2025, we cater to the global market by exporting our products to 38 countries in North America,
South America, Asia, Asia – Pacific, Europe, Africa and Middle East.
The table set forth below provides the geographical breakdown of our revenue from operations for the periods indicated:
(₹ million, unless otherwise stated)
Revenue by Fiscal 2025 Fiscal 2024 Fiscal 2023
Geographical Amount % of revenue Amount % of revenue Amount % of revenue
Segment from operations from operations from operations
India 3,453.25 24.47% 4,783.90 42.03% 3,262.92 49.47%
Middle East 7,143.53 50.62% 5,393.23 47.39% 2,335.79 35.42%
USA 2,524.36 17.89% 1,191.20 10.47% 965.23 14.63%
Others# 989.96 7.02% 13.06 0.11% 31.49 0.48%
Total 14,111.10 100.00% 11,381.38 100.00% 6,595.42 100.00%
# Includes Asia, Asia-Pacific and Europe.
There are a number of risks associated with doing business overseas such as risks with respect to fluctuations in the
interest rate and foreign currency, different tax and regulatory environments (particularly with respect to the nature of
our products), obtaining the necessary clearances and approvals to set up business and competing with established
players in these regions and cost structures in international markets, including those in which we operate, that are
significantly different from those that we have experienced in India. Also see “—We are exposed to a significant risk
from exchange rate fluctuations. If we fail to manage our foreign currency risk, our business, results of operations
and financial condition may be materially and adversely affected.” on page 51.
The risks involved in entering new markets and expanding operations may be higher than expected, and we may face
significant competition in such markets. Competing successfully in international markets may require additional
resources due to the unique aspects of each geographic market. Some of our competitors in these markets may have
more capital, financial resources, and other advantages, including a stronger brand reputation, market penetration, a
wider range of products, and a large sales force. These factors could make their products more competitive than ours.
Additionally, any changes in regulatory frameworks across the countries we export to, as well as any past export bans
implemented by these countries may impact our operations. We cannot assure you that we will be able to grow our
business in such new geographic markets. Our inability to grow our business in such additional geographic markets
may have a material adverse effect on our business, operations, prospects or financial results.
We have seen consistent growth in our revenue in the Middle East region, however, this growth is predominantly
driven by our presence in the United Arab Emirates (“UAE”). Our sourcing and supply relationships in the Middle
East beyond the UAE are currently limited and not material in nature. While we have not experienced any business
disruption due to geopolitical developments in the region in Fiscal 2025, Fiscal 2024 and Fiscal 2023, any future
escalation of regional tensions or adverse developments impacting the Middle East may materially affect our
operations and financial performance.
In Fiscal 2025, Fiscal 2024 and Fiscal 2023, we have not faced any challenges related to our export activities and
overseas operations that pose significant risks to our operations. However, given the rising contribution of international
revenues to our overall business and the dynamic global environment, we cannot assure you that such incidents would
not occur or would not have an adverse effect on our business, results of operations and financial condition.
5. A substantial portion of our revenues is dependent on our top 10 customers. During Fiscals 2025, 2024 and 2023
we derived 46.59%, 55.77% and 44.14%, respectively of our total revenue from operations from our top 10
customers. The loss of any of these customers may adversely affect our revenues and profitability.
We derived 46.59%, 55.77% and 44.14% of our total revenue from operations from our top 10 customers during
Fiscals 2025, 2024 and 2023 respectively. The table below sets forth the revenue derived from our top 10 customers,
for Fiscal 2025:
Particulars* Fiscal 2025
Amount (in ₹ million) % of total revenue from operations
Customer 1# 1,140.94 8.09%
Customer 2 945.78 6.70%
Customer 3 747.64 5.30%
29Particulars* Fiscal 2025
Amount (in ₹ million) % of total revenue from operations
Customer 4 655.14 4.64%
Customer 5 653.39 4.63%
Customer 6 646.33 4.58%
Customer 7 508.44 3.60%
Customer 8 468.43 3.32%
Customer 9 445.04 3.15%
Customer 10 363.61 2.58%
Total 6,574.75 46.59%
*Names from our top 10 customers have not been included in this Red Herring Prospectus due to non-receipt of consent from such customers to be
named in this Red Herring Prospectus.
# Related party of our Company.
The table below sets forth the revenue derived from our top 10 customers, for Fiscal 2024:
Particulars* Fiscal 2024
Amount (in ₹ million) % of total revenue from operations
Customer 1 1,966.22 17.28%
Customer 2# 1,298.72 11.41%
Customer 3 751.32 6.60%
Customer 4# 589.90 5.18%
Customer 5 463.45 4.07%
Customer 6 320.77 2.82%
Customer 7 307.85 2.70%
Customer 8 236.92 2.08%
Customer 9 221.69 1.95%
Customer 10 190.05 1.67%
Total 6,346.89 55.77%
*Names from our top 10 customers have not been included in this Red Herring Prospectus due to non-receipt of consent from such customers to be
named in this Red Herring Prospectus.
# Related party of our Company.
The table below sets forth the revenue derived from our top 10 customers, for Fiscal 2023:
Particulars* Fiscal 2023
Amount (in ₹ million) % of total revenue from operations
Customer 1 638.61 9.68%
Customer 2 602.76 9.14%
Customer 3# 476.35 7.22%
Customer 4 330.84 5.02%
Customer 5 301.55 4.57%
Customer 6 180.33 2.73%
Customer 7 128.49 1.95%
Customer 8# 85.95 1.30%
Customer 9 85.62 1.30%
Customer 10 80.67 1.22%
Total 2,911.17 44.14%
*Names from our top 10 customers have not been included in this Red Herring Prospectus due to non-receipt of consent from such customers to be
named in this Red Herring Prospectus.
# Related party of our Company.
One of our customers forming part of our top 10 customers in Fiscal 2025 and two of our customers forming part of
our top 10 customers in Fiscal 2024 and 2023 each are related parties of our Company. We have entered into
transactions with them in the past and we may enter into related party transactions in the future. While all such
transactions have been conducted on an arm’s length basis and in compliance with applicable law, including the
Companies Act, 2013 and SEBI Listing Regulations, and contain commercially reasonable terms, we cannot assure
you that we could not have achieved more favourable terms had such transactions been entered into with unrelated
parties
We depend on our top 10 customers for a substantial portion of our total revenue from operations. The loss of any of
our top 10 customers for any reason (including due to loss of, or failure of our customers to win orders / contracts from
their customers to renew our existing arrangements with our customers; limitation to meet any change in quality
specification, change in technology, disputes with a customer; adverse changes in the financial condition of our
customers, such as possible bankruptcy or liquidation or other financial hardship) may have a material adverse effect
on our business, results of operations and financial condition. While we have not faced any such instances in Fiscal
2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that loss of any of our top 10 customers, would not adversely
30impact our results of operations, financial condition and cash flow. Fluctuations in the performance of the industries
in which certain of our customers operate may result in a loss of customers, a decrease in the volume of work we
undertake or the price at which we offer our services. If we fail to retain these customers on terms that are commercially
reasonable or if there is any significant reduction in the volume of business with such customers, it may adversely
affect our business, results of operations, cash flows and financial condition. In addition to these factors, these key
customers may also replace us with our competitors. Our reliance on a select group of customers may also constrain
our ability to negotiate our arrangements, which may have an impact on our profit margins and financial performance.
Further, we rely on purchase orders and delivery schedules issued by our customers from time to time, that set out the
price per unit, volume and other terms of sales for our products. However, such purchase orders/delivery schedules
may be cancelled unilaterally with or without cause and should such cancellation take place, it may have an adverse
impact on our revenue and results of operations. Furthermore, there is no assurance that our top 10 customers will
continue to source products from us at volumes or rates consistent with, and commensurate to the amount of business
received from them historically, or at all. While we have not faced any such instances in Fiscal 2025, Fiscal 2024 and
Fiscal 2023, we cannot assure you that any decrease in the demand for our products from our top 10 customers, or a
termination of our arrangements altogether, would adversely impact our results of operations, financial condition and
cash flow.
6. We depend on a limited number of suppliers for our inventory. Any interruption in the availability of inventory may
adversely impact our operations. Further, any failure by our suppliers to provide inventory to us on time or at all,
or as per our specifications and quality standards may have an adverse impact on our ability to meet our delivery
schedules.
The fluctuating prices of key components, coupled with our lack of long-term supply agreements, could significantly
impact on our cost structure and profitability. Given that a substantial portion of our material purchases are
concentrated among a few suppliers, any increase in prices or disruption in supply from these suppliers could have an
outsized impact on our operations. The absence of long-term contracts leaves us more vulnerable to market volatility,
making it difficult to predict costs and manage our margins effectively. This exposure to pricing fluctuations
underscores the importance of our ability to negotiate favorable terms with suppliers and, where possible, secure
consistent pricing to mitigate potential risks.
Set forth below is a table depicting the cost of inventory and traded goods from our top 10 suppliers for Fiscal 2025:
Particular* Fiscal 2025
Amount (in ₹ million) As a % of the cost of total inventory
Supplier 1# 1,049.27 7.98%
Supplier 2 1,038.39 7.90%
Supplier 3# 929.56 7.07%
Supplier 4 812.80 6.19%
Supplier 5 777.02 5.91%
Supplier 6# 757.52 5.76%
Supplier 7 678.64 5.16%
Supplier 8 655.53 4.99%
Supplier 9 449.71 3.42%
Supplier 10 346.89 2.64%
Total 7,495.33 57.04%
*Names of our top 10 suppliers have not been included in this Red Herring Prospectus due to non-receipt of consent from such suppliers to be
named in this Red Herring Prospectus.
# Related party of our Company.
Set forth below is a table depicting the cost of inventory and traded goods from our top 10 suppliers for Fiscal 2024:
Particular* Fiscal 2024
Amount (in ₹ million) As a % of the cost of total inventory
Supplier 1 2,881.60 24.48%
Supplier 2# 1,661.70 14.12%
Supplier 3 694.04 5.90%
Supplier 4 601.37 5.11%
Supplier 5# 565.18 4.80%
Supplier 6 467.96 3.97%
Supplier 7# 454.49 3.86%
Supplier 8 306.48 2.60%
Supplier 9 288.85 2.45%
Supplier 10 271.50 2.31%
Total 8,193.18 69.60%
31*Names of our top 10 suppliers have not been included in this Red Herring Prospectus due to non-receipt of consent from such suppliers to be
named in this Red Herring Prospectus.
# Related party of our Company.
Set forth below is a table depicting the cost of inventory and traded goods from our top 10 suppliers for Fiscal 2023:
Particulars* Fiscal 2023
Amount (in ₹ million) % of total revenue from operations
Supplier 1# 669.12 11.52%
Supplier 2 628.29 10.82%
Supplier 3# 541.17 9.32%
Supplier 4# 418.37 7.21%
Supplier 5 380.78 6.56%
Supplier 6 236.71 4.08%
Supplier 7 232.89 4.01%
Supplier 8 214.62 3.70%
Supplier 9 172.09 2.96%
Supplier 10 159.85 2.75%
Total 3,653.90 62.93%
*Names of our top 10 suppliers have not been included in this Red Herring Prospectus due to non-receipt of consent from such suppliers to be
named in this Red Herring Prospectus.
# Related party of our Company.
Three of the suppliers forming part of our top 10 suppliers in Fiscal 2025, Fiscal 2024 and Fiscal 2023 each are related
parties of our Company. We have entered into transactions with them in the past and we may enter into related party
transactions in the future. While all such transactions have been conducted on an arm’s length basis and in compliance
with applicable law, including the Companies Act, 2013 and SEBI Listing Regulations, and contain commercially
reasonable terms, we cannot assure you that we could not have achieved more favourable terms had such transactions
been entered into with unrelated parties.
We do not have long – term agreements with our suppliers. We typically place orders with our suppliers in advance,
and the price for each order is negotiated based on market conditions. Prices of such inventory may fluctuate. If our
inventory becomes significantly more expensive, we may not be able to pass on the additional costs to our customers
and our profit margins may be reduced.
Moreover, our relationship with suppliers of key materials and components lacks exclusivity, thereby contributing to
potential pricing pressures exerted by our suppliers. Such pricing pressure from our suppliers may adversely affect our
business, gross margin, profitability, and ability to increase prices, impacting our business, results of operations, cash
flows, and financial condition. This pricing pressure can limit our ability to set or maintain prices at levels that would
sustain our gross margins and profitability. However, we have established relationships with multiple suppliers for
most of our products to mitigate risks associated with raw material supply and pricing pressures, and we have not
experienced any material pricing pressures for Fiscal 2025, Fiscal 2024 and Fiscal 2023. If we are unable to offset the
pressure through cost reductions, efficiency improvements, or other measures, our profitability could decline. In
addition, if we experience a quality issue with a raw material or we otherwise discontinue our relationship with a
particular supplier, we may experience delays or increased costs in obtaining such raw materials from a comparable
supplier. Although we have not experienced any significant shortages or delay for Fiscal 2025, Fiscal 2024 and Fiscal
2023, we cannot assure you that we will not encounter any shortage or delay in the future.
If there are any defaults or failures to make any payments due to our suppliers, this could cause our suppliers to
terminate their relationship with us, or resort to litigation to recover any amounts due. The financial instability of
suppliers, labour problems experienced by suppliers, disruption in the transportation of the raw materials by suppliers,
including as a result of labour slowdowns, transport availability and cost, transport security, inflation and other
operational factors relating to suppliers are beyond our control.
7. A significant part of our total revenue from operations i.e. 66.66%, 49.59% and 50.28% in Fiscal 2025, Fiscal 2024
and Fiscal 2023, respectively were through our Material Subsidiary, Electronics Bazaar FZC. (“EB FZC”), and
we are dependent on the operating income and cash flows generated by EB FZC. Any loss or reduction in the
business attributable to our EB FZC, or a change in our shareholding in EB FZC, could have a material adverse
effect on our business, prospects, results of operations, cash flows and financial condition.
Electronics Bazaar FZC (“EB FZC”), is incorporated and registered as a company with limited liability under the laws
of United Arab Emirates, on April 16, 2017, with the Government of Sharjah - Sharjah Airport International Free Zone
and its registered office is situated at T5 103 SAIF Zone, P.O Box 124802, Sharjah U.A.EA. EB FZC is engaged in
the business of general trading and repair and refurbishment of laptop, phones and IT products. For further details,
please refer to ‘History and Certain Corporate Matters - Our Subsidiaries’ on page 209. A significant portion of our
32revenue from operations on a consolidated basis is attributable to the operations of EB FZC having its business
operations in United Arab Emirates.
The electronics refurbishment industry in the United Arab Emirates may perform differently and may be subject to
market conditions that are different from, the electronics refurbishment industry in other countries such as India.
Consequently, any significant social, political or economic disruption, or natural calamities or civil disruptions in the
United Arab Emirates, or changes in the policies of government, could disrupt our business operations, require us to
incur significant expenditure and change our business strategies. The following table sets forth details of our revenue
from operations from EB FZC.
Particular Fiscal 2025 Fiscal Fiscal
2024 2023
Revenue from operations from EB FZC (in ₹ million) 9,407.14 5,644.58 3,315.90
% of total revenue from operations (%) 66.66% 49.59% 50.28%
Any decrease in revenues from operations attributable to EB FZC will result in a consequent decrease in our
consolidated revenue from operations and impact our profitability. As of the date of this Red Herring Prospectus our
Company holds 99.60% of EB FZC’s equity share capital. There can be no assurance that we will continue to retain
this shareholding. Any dissociation of EB FZC or any dilution in the shareholding, including loss of control, could
have a material adverse effect on our business, prospects, results of operations, cash flows and financial condition.
8. Our Company's positive cash flow from operating activities is significantly influenced by changes in working capital
loans. A reduction in the availability or utilization of these loans could adversely affect our Company's operational
cash flow and its ability to manage working capital requirements.
Our Company's positive cash flow from operating activities is significantly influenced by changes in working capital
loans. The table set forth below provides the details of cash flow from operating activities net of change in working
capital loans of our Company for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash flow generated from/ (used in) operating activities (791.80) (1,096.06) (193.53)
net of change in working capital loans (in ₹ million)
While this financing has supported operations in the past, it creates a dependence that could negatively impact future
cash flow. A reduction in the availability or utilization of these loans could adversely affect our Company's ability to
manage day-to-day operational expenses and investments in inventory, potentially leading to a decline in operating
cash flow. This dependence makes our Company vulnerable to changes in lending conditions and could restrict its
financial flexibility. The capital-intensive nature of the refurbishment business, coupled with limited vendor credit
terms, necessitates reliance on short-term borrowings to bridge the gap between payments and receipts. However, any
disruption in access to working capital loans could significantly impair our Company's ability to maintain operations
and meet its financial obligations.
9. We have experienced reduction in our business-to-consumer (“B2C”) sales in Fiscal 2025, Fiscal 2024 and Fiscal
2023.
Our B2C sales have significantly decreased in Fiscal 2025, Fiscal 2024 and Fiscal 2023. This decline is primarily
attributable to our reduced focus on B2C online portals to avoid dependence on third-party platforms. The table set
forth below provides revenue break-up based on mode of sales for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Revenue from Fiscal 2025 Fiscal 2024 Fiscal 2023
operations
Amount (in ₹ % of revenue from Amount (in ₹ % of revenue Amount (in ₹ % of revenue
million) operations million) from operations million) from operations
B2C sales 655.14 4.64% 245.77 2.16% 1,243.56 18.85%
B2B sales 13,455.97 95.36% 11,135.61 97.84% 5,351.86 81.15%
Total 14,111.10 100.00% 11,381.38 100.00% 6,595.42 100.00%
The increase in our B2C sales in Fiscal 2023 was due to exploring B2C opportunity through online marketplaces as a
one-time trial exercise. However, we continued our focus on our B2B sales in Fiscal 2024 due to a better product-
market fit in B2B, and accordingly the B2C sales decreased to ₹ 245.77 million in Fiscal 2024. While our current focus
on the B2B segment is justified by a perceived better product-market fit, this prioritization underscores the lack of
immediate plans for developing the B2C channel, thereby increasing the uncertainty of future B2C sales growth.
3310. We have in the past entered into related party transactions and may continue to do so in the future, which may
potentially involve conflicts of interest with the equity shareholders.
We have entered into various transactions with related parties in the past and from time to time, we may enter into
related party transactions in the future. While all such transactions have been conducted on an arm’s length basis and
in compliance with applicable law, including the Companies Act, 2013 and SEBI Listing Regulations, and contain
commercially reasonable terms, we cannot assure you that we could not have achieved more favourable terms had
such transactions been entered into with unrelated parties. It is likely that we may enter into related party transactions
in the future. For details on our related party transactions, see “Restated Consolidated Financial Information – Note
38 Related party disclosure in respect of Ind AS 24” on page 275.
The table below provides details of our related party transactions for Fiscal 2025, Fiscal 2024 and Fiscal 2023 and the
contribution of related party transactions towards our Company’s consolidated revenue from operations in absolute
and percentage terms for the periods indicated therein:
(in ₹ million)
Sr. Particulars Nature of Nature of Fiscal 2025 Fiscal 2024 Fiscal 2023
No Relationship Transactions Amount % of revenue Amount % of Amount % of
from revenue revenue
operations from from
operations operations
1 Kay Kay Associate Sales 5.27 0.04% 0.73 0.01% 10.36 0.16%
Overseas concern Purchase 757.52 5.37% 454.49 3.99% 541.17 8.21%
Corporation Rent given 1.56 0.01% Nil - Nil -
2 R2 Venture Associate Sales 0.31 Negligible Nil - Nil -
concern Purchase 38.54 0.27% 40.37 0.35% 19.11 0.29%
3 Electronics Associate Sales 1,140.94 8.09% 1,298.72 10.58% 476.35 7.22%
Bazaar Inc concern Purchase 1,049.27 7.44% 1,661.70 14.60% 669.12 10.15%
Foreign 0.17 Negligible 0.42 Negligible Nil -
exchange
Gain/(Loss)
4 Amiable Holding Sales 0.69 Negligible 0.87 0.01% Nil -
Electronics Company Purchase 929.56 6.59% Nil - Nil -
Private Advance 951.21 6.74% 198.94 1.75% Nil -
Limited
5 RR Associate Sales 97.09 0.69% 589.90 5.18% 85.95 1.30%
Enterprise concern Purchase 38.09 0.27% 565.18 4.97% 418.37 6.34%
6 Sharad Managing Managerial 6.45 0.05% 6.00 0.05% 6.00 0.09%
Khandelwal Director Remuneration
Personal 592.42 4.20% 2,318.21 20.87% 625.90 9.49%
Guarantee
7 Vidhi Non- Managerial - - 6.00 0.05% 6.00 0.09%
Sharad Executive Remuneration
Khandelwal Director Personal 592.42 4.20% 2,318.21 20.87% 625.90 9.49%
Guarantee
8 Amit Non- Unsecured 598.23 4.24% Nil - Nil -
Midha(3) Executive loan
Non-
Independent
Director
9 Raakesh CFO Salary 3.21 0.02% - - - -
Jhunjhunwa
la(1)
10 Sarita Company Salary 0.70 Negligible - - - -
Tufani Secretary
Vishwakar
ma(2)
11 Rinku Independent Director 0.70 Negligible - - - -
Arora(3) Director Sitting Fees
12 Sheetal Independent Director 0.65 Negligible - - - -
Kumar Director Sitting Fees
Dak(3)
Notes:
(1) Raakesh Jagdish Jhunjhunwala has been associated with the Company since October 1, 2024. Accordingly, no remuneration was paid in Fiscal
2023 and Fiscal 2024.
(2) Sarita Vishwakarma has been associated with the Company since October 8, 2024. Accordingly, no remuneration was paid in Fiscal 2023 and
Fiscal 2024.
34(3) Rinku Arora, Sheetal Kumar Dak and Amit Midha are appointed as Director in Fiscal 2025.
For Fiscal 2025, Fiscal 2024 and Fiscal 2023, sales from our related party transactions contributed approximately
8.82%, 16.61% and 8.68% of our total revenue, respectively. For more information, see “Financial Information”, on
page 238. Further, international related party transactions entered into by us were priced on the basis of transfer pricing
audit conducted by our Statutory Auditors. Our related party transactions for sales and purchases for Fiscals 2025,
2024 and 2023 are more than 10% of the total transactions of similar nature for Fiscals 2025, 2024 and 2023.
We have given an advance against material of ₹951.21 million as on the March 31, 2025, and ₹ 198.94 million as on
March 31, 2024. In the event, Amiable Electronics Private Limited fails to supply material to us, it may have an adverse
effect on our business, results of operations, cash flows and financial condition. While we have not witnessed any
instances of failure to supply material against the advance given by us to a related party in Fiscal 2025, Fiscal 2024
and Fiscal 2023, there can be no assurance that such instances will not occur in the future.
We are also dependent on the above related parties for our business operations, as set out above. In the event we are
not able to continue such transactions with our related parties (which are entered into on an arm’s length basis), it may
have an adverse effect on our business, results of operations, cash flows and financial condition.
Our related party transactions may potentially involve conflicts of interest and may require significant capital outlay
and there can be no assurance that we will be able to make a return on these investments. It is likely that we may enter
into related party transactions in the future. We cannot assure you that such transactions, individually or in the
aggregate, even if entered into at arms-length terms, will always be in the best interests of our shareholders and will
not have an adverse effect on our business, results of operations, cash flows and financial condition. For further details
of the related party transactions, see “Financial Information – Restated Consolidated Financial Information – Note 38
Related party disclosure in respect of Ind AS 24” on page 275.
11. As per the 1Lattice Report, the organized sector contributed to 75 % of the total market share of the refurbished
personal computer market as of Fiscal 2025. Demand for our refurbished and other categories of ICT Devices may
not increase as rapidly as we anticipate due to a variety of factors, including weakness in general economic
conditions, which may have a material and adverse effect on our business, results, of operations and financial
conditions.
The global used and refurbished electronics market grew from US$ 159.2B in CY18 to US$ 212.1B in CY24, at a
CAGR of 4.9%. By CY29, the market is projected to reach US$ 352.4B, growing at a 10.7% CAGR as consumers and
industries increasingly prioritize cost-effective solutions. Within this, the global refurbished electronics segment grew
from US$ 60.3B in CY18 to US$ 110.6B in CY24, at a CAGR of 10.7% and is expected to grow at 17.4% CAGR
over CY24-29 reaching US$ 246.7B in CY29. The used and refurbished PCs market in the USA has major organized
players, including our Company, along with organized mom-and-pop stores capitalizing on regulations such as right
to repair who made up 75% of the market in CY24, up from 60% in CY18. The market, while primarily organized, is
very largely fragmented with no player capturing more than 5% of the market. (Source: 1Lattice Report)
A common trend in both the Indian and global markets is the increasing preference for refurbished devices over “as-
is used” devices. (Source: 1Lattice Report) However, future demand for refurbished electronics may be challenging
to predict, as it is influenced by several variables, many of which are beyond our control. Consumer spending habits
on refurbished electronics are affected by factors such as overall economic conditions, employment levels, income,
consumer confidence, and the general perception of economic stability. A slowdown in the Indian or global economy,
or an uncertain economic outlook, could lead to reduced consumer spending on electronics. This may result in a decline
in demand for refurbished laptops or a shift towards lower-cost or less advanced models, which would materially
impact our results of operations.
The market outlook for refurbished electronics is also uncertain and may develop slower than we expect. The growth
of the market depends on various factors, including consumer awareness of refurbished products, technological
advancements, and the overall development of the refurbishment industry. Additionally, any negative publicity or
disputes involving refurbished products, such as concerns over product quality or safety, could harm the entire industry
and reduce consumer confidence, negatively affecting our business.
Moreover, individual decisions to purchase refurbished ICT Devices are also influenced by factors like disposable
income, especially since consumers in India generally bear the full cost of such products. During times of economic
downturn, when disposable income is reduced, consumers may opt to postpone or forego purchasing refurbished
devices, even if they are lower-priced alternatives. A reduction in consumer spending due to economic factors, or the
mere perception of financial instability, may negatively affect demand for refurbished electronics.
35If the demand for refurbished electronics does not grow as rapidly as we anticipate, or if consumers reduce their
expenditures in this segment, our business, financial condition, results of operations, and growth prospects may be
materially and adversely affected.
12. We depend on our sales network for the distribution of our products. Any disruption in such network may adversely
affect our business and results of operations.
We have a multi-channel sales network, with our products being sold in 38 countries and our sales network comprising
4,154 touchpoints in India and globally, as of Fiscal ended March 31, 2025. These touchpoints include sale of ICT
Devices through IT Solutions Providers / Value Added Resellers, System Integrators, E-Tailers, Rental and Leasing
Companies and Distributors/Aggregators. The table set forth below provides the details in relation to additions and
deletions of touchpoints during Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Numbers of touchpoints 4,154 3,252 1,833
Addition of touchpoints 1,270 1,717 989
Deletion of touchpoints 368 298 419
Our success depends on our ability to build and maintain relationships with our sales network and the frequency with
which they place orders with us. As our partners have day-to-day contact with customers, we are exposed to the risk
of these partners failing to adhere to the standards set for them in respect of sales and after-sales service, which in turn
could affect our customers’ perception of our brand and products. Further, we have no exclusivity arrangements with
our partners and they may prioritise the distribution of the products of our competitors over ours, and we may not be
able to meet our demand forecasts which may have an adverse impact on our operations. While we have not faced any
such instances in Fiscal 2025, Fiscal 2024 and Fiscal 2023, in the event we fail to engage adequate partners, or fail to
establish relationships with our partners, our sales volumes may be affected which may have an adverse effect on our
business and results of operation.
Our relationship with these customers depends to an extent on our ability to regularly meet customer requirements,
including price competitiveness, efficient and timely product deliveries, and consistent product quality. Our failure to
increase our customer base and onboarding partners, to secure repeat orders from existing customers and partners, or
to get our products approved for use in the future may cause our sales volume to decline which in turn may have an
adverse effect on our business, results of operations and financial condition.
13. Our business operations are being conducted on premises leased from third parties. Our inability to continue
operating from such premises, or to seek renewal or extension of such leases may have an adverse effect on our
business, operations and financial condition.
Our business operations are primarily conducted on premises leased from third parties and we may continue to enter
into such transactions in future. As of March 31, 2025, we have offices and facilities across India, including our
Registered and Corporate Office in Mumbai, Maharashtra, two warehouses in Thane, Maharashtra (one of which is
located on the premises of our refurbishing facility), one warehouse in Bangalore, Karnataka. Additionally, we also
have leased properties in the USA and UAE. We have leased the property at Unit No. 415, Hubtown Solaris, N.S.
Phadke Marg, Andheri (East), Mumbai, Maharashtra 400 069 from one of our corporate promoters Kay Kay Overseas
Corporation for a consideration of ₹ 0.13 million per month. For further details, please see “Restated Consolidated
Financial Information – Note 38 Related party disclosure in respect of Ind AS 24” on page 275 of this Red Herring
Prospectus.
The table below provides leased details of our Registered and Corporate Office, warehouses and refurbishing facilities
cum warehouses as on March 31, 2025:
Sr. Address Owned Name of Area Term
No. / Lessor
Leased
Registered and Corporate Office
1. Unit No. 415, Hubtown Solaris, N.S. Phadke Marg, Andheri Leased Kay Kay 1,600.00 11 months with
(East), Mumbai, Maharashtra 400 069. Overseas square effect from
Corporation feet October 3, 2024
Warehouses
2. No.9, Makali Village, Dasanapura Hobli, Nelamangala Taluk, Leased Sun Star 2,000.00 From February
Bengaluru North, Karnataka 562 123. Services square 1, 2023, till
feet December 31,
2027
36Sr. Address Owned Name of Area Term
No. / Lessor
Leased
3. Survey no.95, Hissa no.5, Vadpe Village, next to Fedex Bhiwandi, Leased ProConnect 2,880.00 12 months with
Thane, Maharashtra 421 302. Supply Chain square effect from June
Solutions feet 1, 2024
Limited
Refurbishing Facilities cum Warehouses
4. Module Nos.7 & 8 located within B1 and B2 (part), IT Incubation Leased Raheja 25,600.00 60 months with
Centre, Trans Thane Creek Industrial Area, Juinagar, Navi Universal square effect from
Mumbai, Thane, Maharashtra 400 706. Private Limited feet January 1, 2023.
5. 400 M2 Warehouse T5-103, Sharjah, United Arab Emirates Leased Sharjah Airport 4,305.56 25 years with
International square effect from
Free Zone feet January 28, 2021
6. 400 M2 Warehouse T5-105, Sharjah, United Arab Emirates Leased Sharjah Airport 4,305.56 25 years with
International square effect from
Free Zone feet September 6,
2022
7. 600 M2 Warehouse Q4-088 / Q4-089, Sharjah, United Arab Leased Sharjah Airport 12,916.70 25 years with
Emirates International square effect from
Free Zone feet November 6,
2023
8. 151 Regal Row, Suite 201, Dallas, TX 75247 Leased Prologis 11,000 5 years with
square effect from
feet September 6,
2024
For further information, see “Our Business - Property” on page 196. We cannot assure you that we will be able to
continue operating out of these premises or renew the leases on favorable terms, or at all. Any inability to renew these
leases or secure alternative premises in a timely manner may adversely impact our business, operations and financial
condition.
Given that our operations are conducted primarily on premises leased from third parties, any encumbrance or adverse
impact, or deficiency in, the title, ownership rights or development rights of the owners from whose premises we
operate, breach of the contractual terms of any lease or leave and license agreements, or any inability to renew such
agreements on acceptable terms or at all may adversely affect our business and results of operations. In the event of
relocation, we may be required to obtain fresh regulatory licenses and approvals. Further, we cannot assure you that
in the event of relocation we will be able to find suitable locations. Until we receive these, we may suffer disruptions
in our operations and our business which may also adversely affect our business, results of operations and financial
condition. While we have not faced any disruptions to our operations or business due to an inability to continue
operating from leased premises or to seek renewal or extension of such leases in Fiscal 2025, Fiscal 2024 and Fiscal
2023, we cannot assure you that we will not encounter such issues in the future. Any failure to continue operating out
of our existing premises or to renew our leases on favourable terms, or at all, may adversely affect our business,
financial condition, and results of operations.
14. Our operations are concentrated in certain jurisdictions, such as India, Middle East and USA and any loss of
business in such regions may have an adverse effect on our business, results of operations and financial condition.
We are a Company with domestic and international operations, with five refurbishing facilities located across India,
Middle East and USA. We have one refurbishing facility in Navi Mumbai, India, one refurbishing facility in Texas,
USA and three refurbishing facilities in Sharjah, UAE, aggregating to cumulative area of 58,127.82 sq. ft. This regional
concentration exposes us to risks such as economic slowdowns, social or political unrest, natural calamities, or adverse
government policies in these regions. Any negative developments in these regions may have an adverse effect on our
business, operations and financial performance. The table below sets forth the geographical region wise revenue from
operations along with their contribution to our revenue from operations for the periods indicated therein:
(in ₹ million, except for the percentage)
Revenue by Fiscal 2025 Fiscal 2024 Fiscal 2023
Geographical Amount % of revenue Amount % of revenue Amount % of revenue
Segment from from from
operations operations operations
India 3,453.25 24.47% 4,783.90 42.03% 3,262.92 49.47%
Middle East 7,143.53 50.62% 5,393.23 47.39% 2,335.79 35.42%
USA 2,524.36 17.89% 1,191.20 10.47% 965.23 14.63%
Others# 989.96 7.02% 13.06 0.11% 31.49 0.48%
Total 14,111.10 100.00% 11,381.38 100.00% 6,595.42 100.00%
37# Includes Asia, Asia-Pacific and Europe.
In the event of a regional slowdown in the economic activity in these regions, or any other developments including
social, political or civil unrest, disruption, natural calamities or sustained economic downturn or changes in the policies
of the governments of such regions that reduce the demand for our services in such jurisdictions, could require us to
incur significant capital expenditure, change our business structure or strategy, which may have an adverse effect on
our business, results of operations and financial condition, which are largely dependent on the performance and other
prevailing conditions affecting the economies of such regions. While we have not witnessed any loss of business in
these regions on account of such factors in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure that such a loss
would not occur in the future and would not have an adverse effect on our business, results of operations, and financial
condition.
15. We rely on our relationships with certain online marketplaces and disruptions to such relationships or changes in
their business practices, may adversely affect our business and our financial condition, results of operations and
cash flows. Our revenue from online sales for Fiscal 2025, Fiscal 2024 and Fiscal 2023 was ₹ 655.14 million, ₹
245.77 million and ₹ 1,243.56 million, respectively.
We are reliant on online marketplaces for the sale of a portion of the products that we sell. However, our revenue from
online sales has decreased due to our effort to reduce presence in online marketplaces to avoid dependence on third-
party platforms. The table below sets forth the details of our revenue from operations generated from online sales and
offline sales during Fiscals 2025, 2024 and 2023.
(₹ in million)
Revenue from Fiscal 2025 Fiscal 2024 Fiscal 2023
operations
Amount % of revenue Amount % of revenue Amount % of revenue
from operations from operations from operations
Online sales 655.14 4.64% 245.77 2.16% 1,243.56 18.85%
Offline sales 13,455.97 95.36% 11,135.61 97.84% 5,351.86 81.15%
Total 14,111.10 100.00% 11,381.38 100.00% 6,595.42 100.00%
In case our competitors offer online marketplaces and retailers more favourable terms or have more products available
to meet their needs or utilize the leverage of broader product lines to be sold through them, these online marketplaces
and retailers may de-emphasize or decline to offer products that we sell through them. Although we have not
experienced any such instances during Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you such instances
may not occur in future.
16. Our business depends on the reputation and perception of our brand. Any negative publicity or other harm to our
brand or failure to maintain and enhance our brand recognition and maintain quality standards may materially
and adversely affect our reputation, business, results of operations and financial condition.
We operate under the brand “Electronics Bazaar” specializing in refurbished ICT Devices. The reputation and
perception of our brand is critical to our business. Our brand is associated with high quality products and backed by
services with strong execution experience. Our customers expect us to maintain high quality standards.
Maintaining and enhancing our reputation, quality standards and brand recognition depends primarily on the quality
and consistency of our refurbished ICT Devices, as well as the success of our brand promotion efforts. We have
expended considerable efforts promoting our brand and the quality of our refurbished products, and we expect to
continue to do so. We also showcase our products to our customers through the online channels including our own
website (www.electronicsbazaar.com), social media presence through country specific and business specific dedicated
social media pages and offering target specific microsites. If we are unable to maintain and further enhance our brand
recognition, our ability to retain and expand our refurbished network may be impeded and our business prospects may
be materially and adversely affected. Details of our marketing expenditure which includes brand-building and
promotional activities, in absolute terms and as percentage of our total expenditure, for the periods indicated are set
out below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Marketing expenditure (in ₹ million) 15.61 29.54 30.98
Total expenses (in ₹ million) 13,420.23 10,864.74 6,273.67
Marketing expenditure as a percentage of our total expenditure (%) 0.12% 0.27% 0.49%
Further, any instance of negative publicity, whether justified or not, can have a disproportionately large impact on our
brand perception and customer loyalty. This negative publicity could arise from various sources, including but not
limited to, unsatisfactory customer outcomes, adverse media coverage, or regulatory actions. Such adverse publicity
38may erode the trust and confidence of our customers and partners, thereby diminishing our competitive position and
market share. While we have not witnessed any instances of negative publicity in Fiscal 2025, Fiscal 2024 and Fiscal
2023, there can be no assurance that such instances will not occur in the future. Consequently, sustained negative
publicity may lead to a decline in sales, increased legal and compliance costs, and may have an adverse effect on our
business, financial condition, and results of operations. Therefore, proactive measures to manage and mitigate potential
sources of negative publicity are imperative to safeguard our brand equity and overall business viability.
17. There are outstanding legal proceedings involving our Company, Promoters, and Directors which may have an
adverse effect on our business, financial condition and results of operations.
There are outstanding legal proceedings involving our Company, Promoters and Directors. These proceedings are
pending at different levels of adjudication before various courts, tribunals, enquiry officers and appellate tribunals.
Such proceedings could divert management time and attention and consume financial resources in their defense.
Further, an adverse judgment in some of these proceedings may have an adverse impact on our business, financial
condition and results of operations.
A summary of the outstanding proceedings involving our Company, Subsidiaries, Promoters and Directors as disclosed
in this Red Herring Prospectus, to the extent quantifiable, has been set out below. As on date of this Red Herring
Prospectus, there are no outstanding litigations involving our Group Company, which may have a material impact on
our Company:
Name of entity Criminal Tax Statutory or Disciplinary Material civil Aggregate
proceedings proceedings regulatory actions by the litigations# amount
proceedings SEBI or Stock involved* (₹ in
Exchanges million)
against our
Promoters
Company
By our Company 25 NA NA NA Nil 7.04
Against our Company Nil 7 Nil NA Nil 91.73
Directors (Other than our Promoters)
By our Directors Nil NA NA NA Nil Nil
Against our Directors Nil 1 Nil NA Nil 0.78
Promoters
By our Promoters 7 NA NA NA Nil 41.29
Against our Promoters Nil 11 Nil Nil Nil 410.38
Subsidiaries
By our Subsidiaries Nil NA NA NA Nil Nil
Against our Nil Nil Nil NA Nil Nil
Subsidiaries
Key Managerial Personnel and Senior Management (Other than our Promoters)
By our Key Managerial Nil NA NA NA NA Nil
Personnel and Senior
Management
Against our Key Nil NA Nil NA NA Nil
Managerial Personnel
and Senior
Management
* To the extent quantifiable.
^ Determined in accordance with the Materiality Policy.
For details, see “Outstanding Litigation and Material Developments” on page 318.
We cannot provide assurance that these legal proceedings will be decided in favour of our Company, Directors,
Promoters or Subsidiaries, or that no further liability will arise out of these proceedings. Decisions in such proceedings
may have an adverse effect on our business, prospects, reputation, results of operations and financial condition.
18. As on March 31, 2025, we have outstanding dues to certain micro, small and medium enterprises (“MSMEs”),
Material Creditors and other creditors of ₹ 8.85 million, ₹ 32.76 million and ₹ 225.56 million, respectively, and any
delay or default in making payments to such creditors could adversely affect our business operations, cash flows
and reputation.
We have outstanding dues to various creditors, including MSMEs and other creditors, as at March 31, 2025. While
these amounts are in the ordinary course of our business, any significant delay in settlement of these dues may result
in legal claims, imposition of penalties, or termination of ongoing business relationships, which may adversely affect
our operations and financial condition.
39In accordance with the Materiality Policy approved by the Board, a creditor has been considered ‘material’ if the
amount due to such creditor exceeds ₹ 13.35 million, being 5% of the consolidated trade payables of our Company as
on March 31, 2025 (“Material Creditor”) as per the Restated Consolidated Financial Information. As of March 31,
2025, outstanding dues to micro, small and medium enterprises and other creditors, on a consolidated basis, is as
follows:
Sr. Type of creditor No. of creditors Amount involved
No. (in ₹ million)
1. Dues to micro, small and medium enterprises* 3 8.85
2. Dues to Material Creditors 1 32.76
3. Dues to other creditors 94 225.56
Total 98 267.17
Note: As certified by our Statutory Auditors, pursuant to their certificate dated July 17, 2025.
* As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended.
While we endeavour to make timely payments, any future delay or inability to pay our creditors, including due to
working capital constraints, may result in operational disruptions, increased costs, reputational damage, or adverse
legal consequences, all of which may materially and adversely affect our business and results of operations.
19. Our insurance coverage does not cover all our assets and may not be sufficient or may not adequately protect us
against all material hazards, which may have an adverse effect on our business, results of operations, cash flow
and financial condition.
The principal types of coverage under our insurance policies include fire, damage to buildings, plant and machinery,
inventory, vehicles; burglary and theft; workmen compensation policy; and personal accident and medi-claim policy
of employees. Even if we have insurance for the incident giving rise to the loss, we may be required to pay a significant
deductible on any claim for recovery of such a loss, or the amount of the loss may exceed our coverage for the loss.
However, we cannot assure you that any claim under the insurance policies maintained by us will be honored fully, in
part or on time, or that we have obtained sufficient insurance to cover all our losses, or that our insurance premiums
will not change substantially. The table below sets forth information of insurance cover on assets of our Company for
the Fiscal 2025, 2024 and 2023:
(in ₹ million, unless specified otherwise)
Particulars As of
Fiscal 2025 Fiscal 2024 Fiscal 2023
Insured Assets 4,865.66 3,142.62 1,349.96
Uninsured Assets 350.14 312.90 78.86
Insurance Coverage 4,902.70 3,096.25 1,605.00
Insurance Coverage (in terms of %) 100.76% 98.52% 118.89%
Further, the table set forth below provide the amount of insurance claim applied for and received by our Company in
Fiscal 2025, Fiscal 2024 and Fiscal 2023:
(₹ in million)
Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
Insurance claimed by our Company Nil Nil 0.13
Insurance claim received by our Company Nil Nil 0.11
In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in
the normal course of our business, and while we have no reason to believe that we will not be able to renew our existing
insurance coverage as and when such policies expire or obtain comparable coverage from similar institutions as may
be necessary or appropriate to conduct our businesses as now conducted. We have not faced any issued with insurance
coverage renewals in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that such renewals will be granted
in a timely manner, or at acceptable cost, or at all. To the extent that we suffer loss or damage, or successful assertion
of one or more large claims against us for events for which we are not insured, or for which we did not obtain or
maintain insurance, or which is not covered in full or part by insurance, exceeds our insurance coverage or where our
insurance claims are rejected, the loss would have to be borne by us and our results of operations, financial condition
and cash flows may be adversely affected. While we have not witnessed any issues in relation to claim rejections in
Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that we will not encounter such issues in the future.
For further details on our insurance arrangements, see “Our Business – Insurance and Warranties” on page 195.
20. Our Company has paid income tax in respect of our total income at a concessional tax rate of 22% (plus surcharge
of 10% and cess of 4%). Any withdrawal, or termination of, or unavailability of direct/ in-direct tax benefits and
40exemptions being currently availed by us may have an adverse effect on our business, results of operations,
financial condition and cash flows.
Our Company is presently entitled to certain direct and indirect tax benefits and incentives. As per Section 115BAA
of the Income Tax Act as inserted vide the Taxation Laws (Amendment) Act, 2019, with effect from Financial Year
2022-23, 2023-24, 2024-25 (i.e. AY 2023-24, 2024-25, 2025-26), a domestic company has an option to pay income
tax in respect of its total income at a concessional tax rate of 22% (plus surcharge of 10% and cess of 4%) provided
the company does not avail specified exemptions/incentives/ deductions or set-off of losses, unabsorbed depreciation
and claiming depreciation in prescribed manner and complies with other conditions specified in section 115BAA of
the Income Tax Act.
There can be no assurance that such tax benefits and incentives will be available to us in the future. Any withdrawal,
termination, or delay in such benefits may reduce our cash flows, thereby adversely affecting our financial results,
results of operations, and profitability. Furthermore, if we are unable to avail these tax benefits in the future, it may
result in increased tax liabilities and reduced liquidity and have an adverse effect on our results of operations.
21. Our Company’s business model is highly dependent on a reliable and efficient supply chain for the procurement of
used laptops, components and other materials necessary for the refurbishment process. Any disruption in this
supply chain may have a significant negative impact on our Company’s operations, production schedules, and
financial performance.
Our business model depends significantly on the availability of used ICT Devices, particularly laptops, for
refurbishment and resale. The supply of these devices may be influenced by various factors, including consumer
behaviour, corporate upgrade cycles, regulatory changes, and overall market trends in electronic waste management.
For instance, a slowdown in corporate IT upgrades could reduce the volume of used laptops available in the market,
limiting our ability to source inventory for refurbishment. Additionally, any changes in regulations related to e-waste
disposal on used ICT Devices could further affect our access to inventory.
While we have established partnerships with several key suppliers, including corporates and IT asset disposal
companies, there is no guarantee that these relationships will continue to provide a steady flow of used devices in the
future. The refurbishment industry is highly competitive, and any disruptions in the supply chain, such as an increase
in demand for used devices from competitors or a shift in consumer behavior towards longer device usage, could lead
to supply shortages or increased procurement costs. While we have not faced significant disruptions in supply chain
in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot guarantee that such challenges will not arise in the future,
which may adversely affect our business and cash flows.
Although we have sourced sufficient inventory in the past and built a diverse supplier base, our reliance on a steady
supply of used ICT Devices makes us vulnerable to changes in market conditions. The limited predictability of this
supply may affect our ability to scale operations or meet future demand, potentially impacting our financial
performance.
22. The electronics refurbishment industry is subject to certain key threats and challenges. Our inability to mitigate
any of the potential threats or challenges attributable to the electronics refurbishment industry may affect our
business, results of operations and profitability
The electronics refurbishment industry lacks uniform standards, leading to significant discrepancies in product quality
and performance across different providers. Further, any rapid advancements in semiconductor technology and new
chip architectures can render refurbished devices obsolete, as older models might have limitation in their functionality
and market appeal. A substantial number of consumers are unfamiliar with the advantages of refurbished products,
such as lower costs and reduced environmental impact, which hinder market growthh. (Source: 1Lattice Report)
Additionally, implementing effective data erasure processes is a major challenge in the refurbished electronics
industry, as inadequate removal of previous user data can lead to serious privacy risks and diminish consumer
confidence in selling laptops to refurbished players. (Source: 1Lattice Report)
Refurbished products typically come with shorter warranties than new items, which can lead to hesitance among
consumers concerned about potential future repair costs. The belief that refurbished products are subpar fosters
skepticism about their reliability and durability compared to new models, requiring targeted marketing to educate
consumers and build trust in refurbished electronics. (Source: 1Lattice Report). Our inability to mitigate any of the
above threats or challenges attributable to the electronics refurbishment industry may affect our business, results of
operations and profitability.
4123. Our inability to effectively manage our growth or to successfully implement our business plan and growth and
expansion strategy may have an adverse effect on our business, results of operations and financial condition.
We are India’s largest refurbisher of laptops and desktops and among the largest refurbishers of ICT Devices overall,
both globally and in India with significant presence across India, USA, Europe, Africa and UAE, in terms of value, as
of March 31, 2025 (Source: 1Lattice Report). We are present across the full value chain i.e., from sourcing to
refurbishment to sales, to after – sale services and providing warranty. We attribute our growth to our business
strategies detailed in “Our Business – Our Strategies” on page 181.
Set forth below is a breakdown of our revenue from operations and year on year growth for Fiscal 2025, Fiscal 2024
and Fiscal 2023:
(in ₹ million, unless otherwise stated)
Particulars Fiscal
2025 2024 2023
Revenue from operations 14,111.10 11,381.38 6,595.42
Year on Year growth of Revenue from Operations from the previous Fiscal 23.98% 72.56% 26.71%
While we have generally adhered to our growth strategy in the past, there is no assurance that such deviations will not
occur in the future and have a material adverse effect on our business, results of operations and financial condition.
Our inability to manage and execute our growth strategy in a timely manner, or within budget estimates may have an
adverse effect on our business, results of operations and financial condition. We may not be able to expand our business
operations into unexplored geographies, increasing our refurbishment capacity, and exploring new product categories
beyond ICT Devices on a global level successfully on account of certain internal or external factors in such regions
which may not be similar to our experience in the existing regions where we operate.
We cannot assure you that our existing or future management, operational and financial systems, procedures and
controls will be adequate to support our future operations or establish or develop business relationships beneficial to
our future operations. Failure to manage growth effectively may have an adverse effect on our business, results of
operations and financial condition. Further, the table set forth below provides revenue break-up based on mode of sales
for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Revenue from Fiscal 2025 Fiscal 2024 Fiscal 2023
operations
Amount (in ₹ % of revenue from Amount (in ₹ % of revenue Amount (in ₹ % of revenue
million) operations million) from operations million) from operations
B2C sales 655.14 4.64% 245.77 2.16% 1,243.56 18.85%
B2B sales 13,455.97 95.36% 11,135.61 97.84% 5,351.86 81.15%
Total 14,111.10 100.00% 11,381.38 100.00% 6,595.42 100.00%
The increase in our B2C sales in Fiscal 2023 was due to exploring B2C opportunity through online marketplaces as a
one-time trial exercise. However, we continued our focus on our B2B sales in Fiscal 2024 due to a better product-
market fit in B2B, and accordingly the B2C sales decreased to ₹ 245.77 million in Fiscal 2024. While our current focus
on the B2B segment is justified by a perceived better product-market fit, this prioritization underscores the lack of
immediate plans for developing the B2C channel, thereby increasing the uncertainty of future B2C sales growth. We
cannot assure that our future B2C sales initiatives will be successful or generate consistent B2C sales growth in the
future.
24. We have experienced a decline in our Gross Margin, PAT Margin and ROCE in the past and we may experience
such decline in the future.
We have in the past experienced a decline in our Gross Margin, PAT Margin and ROCE and we may experience such
decline in the future. The following table sets forth our Gross Margin, PAT Margin and ROCE for Fiscal 2025, Fiscal
2024 and Fiscal 2023:
Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
Gross Margin (%) (1) 17.89% 12.31% 15.34%
PAT Margin (%) (2) 4.89% 4.60% 4.92%
ROCE (%) (3) 17.31% 16.72% 17.91%
Notes -
1. Gross Margin (%) is computed as material margin divided by revenue from operations *100.
2. PAT Margin (%) is calculated as restated profit for the year divided by Revenue from Operation.
3. ROCE is calculated as EBIT as a % of capital employed. EBIT is calculated as EBITDA minus depreciation and amortization and impairment
of goodwill. Capital employed including non controlling interest refers to sum of total equity plus borrowings plus current maturities of long
term borrowings.
42Our historical financial performance indicates a decline in Gross Margin, PAT Margin and ROCE from 15.34%, 4.92%
and 17.91% in Fiscal 2023 to 12.31%, 4.60% and 16.72% in Fiscal 2024 respectively.
25. Any disruption or shutdown of our refurbishing facilities or warehouses, may adversely affect our business, results
of operations and financial conditions
We store our inventory in our warehouses located within India and outside India, from where our products are
distributed. As on the date of this Red Herring Prospectus, we had two warehouses and five refurbishing facilities cum
warehouses. We store our inventory at our warehouses, and transport refurbished ICT Devices from warehouses to our
customers, based on the orders received. While we monitor the inventory at our warehouses through an ERP system,
if there is any disruption to the operations at our warehouses, or if we experience any shutdowns of our warehouses
due to factors beyond our control, our supply chain and operations will be adversely affected, impacting our ability to
honour our contractual obligations, which may expose us to legal claims. While we have not faced any such instances
in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that we will not face such instances in the future.
In addition, we plan our operations and take on distribution obligations factoring in the capacity of our warehouses,
our delivery network and other factors. Failure to achieve optimal capacity utilisation of our warehouses would lead
to inefficiencies in our operations, which may materially and adversely affect our cash flows, business, future financial
performance and results of operations.
26. We have certain contingent liabilities which have been disclosed in our Restated Consolidated Financial
Information, which if they materialize, may adversely affect our results of operations, cash flows and financial
condition.
The following is a summary table of our contingent liabilities as per Ind AS 37 as on March 31, 2025, as indicated in
our Restated Consolidated Financial Information.
(₹ in million)
Particulars Amount as at March 31, 2025
Income tax (CIT Appeals) 0.57
GST (ACST Appeals) 91.69
If a significant portion of these liabilities materialize, it may have an adverse effect on our business, cash flows,
financial condition and results of operations. For further information on contingent liabilities as per Ind AS 37 as of
March 31, 2025, see “Restated Consolidated Financial Information – Notes forming part of the Restated Consolidated
Financial Information – Note 44: Contingent Liabilities” on page 283.
27. There have been certain instances of delays in payment of statutory dues by our Company in the past. Any delay in
payment of statutory dues by our Company in future may result in the imposition of penalties and in turn may have
a material adverse effect on our business, results of operations and financial condition.
Our Company is required to pay certain statutory dues including provident fund contributions and employee state
insurance contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and the
Employees’ State Insurance Act, 1948, respectively, and professional taxes. The table below sets forth the details of
the delays in statutory dues payable by our Company in relation to its employees for the periods indicated below:
PF, ESI, PT AND OTHER STATUTORY DUES
Name of Entity Relevant Act Due date Amo Date of Deposit Dela Reason for delay
unt (₹ y in
in days
millio
n)
As of March 31, 2025
Our Company Employees’ State May 15, 0.27 May 20, 2024 5 Technical issue, server
Insurance Corporation 2024 downtime
Provident Fund May 15, 0.52 May 20, 2024 5 Technical issue, server
2024 downtime
Provident Fund August 15, 0.78 August 29, 2024 14 Technical issue, server
2024 downtime
Total 1.57
As of March 31, 2024
Our Company Provident Fund August 15, 0.37 August 16, 2023 1 Technical issue, server
2023 downtime
43Name of Entity Relevant Act Due date Amo Date of Deposit Dela Reason for delay
unt (₹ y in
in days
millio
n)
Employees’ State August 15, 0.14 August 16, 2023 1 Technical issue, server
Insurance Corporation 2023 downtime
Employees’ State January 15, 0.27 January 23, 2024 8 Technical issue, server
Insurance Corporation 2024 downtime
Employees’ State February 15, 0.26 February 16, 2024 1 Technical issue, server
Insurance Corporation 2024 downtime
MLWF January 15, 0.02 January 30, 2024 15 Technical issue, server
2024 downtime
Total 1.06
As of March 31, 2023
GNG Electronics Provident Fund May 15, 0.04 August 23, 2022 100 Salary arrears processed
Limited 2022
Provident Fund June 15, 0.03 August 23, 2022 69 Salary arrears processed
2022
Total 0.07
Further, the table below provides the employees for which the provident fund, employee state insurance and income
tax is applicable, and the details of the relevant paid and unpaid dues are as follows:
Fiscal No. of Employee Total amount due Paid Unpaid
(₹ million) (₹ million) (₹ million)
PROVIDENT FUND
As of March 31, 2025 261 8.97 8.97 Nil
As of March 31, 2024 162 4.94 4.94 Nil
As of March 31, 2023 74 2.27 2.27 Nil
Total 16.18 16.18
Fiscal No. of Employee Total amount due Paid Unpaid
(₹ million) (₹ million) (₹ million)
ESIC
As of March 31, 2025 292 2.81 2.81 Nil
As of March 31, 2024 283 2.31 2.31 Nil
As of March 31, 2023 105 0.63 0.63 Nil
Total 5.75 5.75
Fiscal No. of Employee Total amount due Paid Unpaid
(₹ million) (₹ million) (₹ million)
INCOME TAX
As of March 31, 2025 55 10.17 10.17 Nil
As of March 31, 2024 52 8.63 8.63 Nil
As of March 31, 2023 25 5.56 5.56 Nil
Total 24.36 24.36
If we are unable to pay our statutory dues on time, we may we subject to penalties which may impact our financial
condition and results of operations. We cannot assure you such delays in payment of statutory dues will not occur in
future or we will not receive any notice seeking an explanation or an order imposing a penalty in the future in relation
to such delays. In order to avoid any such instances of delay or non-payment in payment of statutory dues, we have
initiated regular monitoring of statutory compliance to avoid further penalties.
28. We have significant working capital requirements and our inability to meet the working capital requirements may
have an adverse effect on our results of operations.
Our business requires a significant amount of working capital as there is considerable time lag between purchase of
inventory and realisation from sale of our ICT Devices. Thus, we are required to maintain sufficient stock to meet the
requirements affecting our working capital requirements. Consequently, there could be situations where the total funds
available to us may not be sufficient to fulfil our commitments, and hence we may be required to incur additional
indebtedness or utilize internal accruals to meet our working capital requirements. The working capital requirements
may increase if credit period against sales is increased or there is a requirement to pay higher price for inventory or to
pay excessive advances for procurement of inventory. Some of these factors may result in an increase in our short-
term borrowings.
44We typically rely on internal accruals as well as credit facilities from banks, vendor financing, facilities, and short-
term inter-corporate deposits to provide for our working capital arrangements. The table below sets forth our working
capital details, on a consolidated basis, as of the dates indicated:
Particulars As of March 31,
2025 2024 2023
Working capital (in ₹ million) 2,610.57 1,307.39 1,107.98
As we pursue our growth plan, we may be required to raise additional funds by incurring further indebtedness or
issuing additional equity to meet our working capital requirements in the future. There can be no assurance that we
will continue to be successful in arranging adequate working capital for our existing or expanded operations on
acceptable terms or at all, which may adversely impact our business and prospects.
29. We purchase inventory in anticipation of sales, and if we fail to manage our inventory effectively during that period,
our business and results of operations may be adversely affected.
Our business involves purchasing inventory of used ICT devices, such as laptops and other ICT Devices from various
vendors and suppliers based on projected sales. Ineffective management of our inventory may have a material adverse
effect on our business, operations, and financial condition. For instance, if we overestimate demand and procure excess
inventory, we may incur additional costs related to storage, interest, and liquidation. Additionally, holding unsold
inventory for extended periods could result in markdowns or write-offs, further impacting our profitability. On the
other hand, if we underestimate demand or fail to stock the products that customers are seeking, we risk losing potential
sales to competitors, which may negatively affect our revenue and market share.
Our ability to meet customer demand efficiently relies on maintaining an optimal level of inventory. We typically
maintain stock levels sufficient for about three to four months of operations. Our business depends on production
decisions made in advance based on our estimate of the demand for our products from customers, considering historical
trends. We typically maintain a reasonable level of inventory of materials, as set forth in the below table:
(in ₹ million, unless otherwise stated)
Particulars For the Fiscals ended
March 31, 2025 March 31, 2024 March 31, 2023
Inventory 4,865.66 3,142.62 1,349.96
Total Expense 13,420.23 10,864.74 6,273.67
% of total Expense 36.26% 28.92% 21.52%
Inventory Turnover Days 126.14 82.16 80.97
We are exposed to risks related to natural disasters, adverse weather conditions, or other unforeseen events that could
disrupt the supply and transportation of products to our warehouses. Should such disruptions occur, we may not be
able to secure alternate supply sources promptly or on competitive terms, leading to a decline in product availability.
Any such disruption would allow customers to seek products from competitors, adversely affecting our market position,
profitability, and reputation.
Furthermore, logistical issues such as transportation bottlenecks, handling errors, labor strikes, or damage to products
during transit could delay deliveries to our warehouses or customers, further impacting our sales and operational
efficiency. Given that some of our products are stored in limited warehouse facilities, any disruption in these
warehouses may severely affect our supply chain across all stores and channels. Any of these factors may result in
lower availability of products, reduced customer satisfaction, and a decline in sales, which would adversely affect our
business prospects, profitability, and financial performance.
30. The electronics and refurbishment industry in India is dominated by unorganized players. Any inability to maintain
our competitive position may adversely affect our business, prospects and future financial performance.
The unorganised market of refurbished laptop held 86.8% of the total market share of the refurbished personal
computer market as of Fiscal 2025. The presence of an unorganized sector in the laptop refurbished industry poses
significant risks to the organized market. The used and refurbished personal computer market in India has traditionally
been dominated by unorganized players, who still hold the majority share today. Unorganized vendors typically
operate without formal business structures, often offering personal computers and laptops without standard quality
checks or warranties. In contrast, organized players are characterized by their adherence to established processes,
providing refurbished laptops that undergo rigorous quality assessments and repairs. They often come with warranties
and certifications, fostering greater consumer trust and contributing to a more structured market environment (Source:
1Lattice Report).
45The often-substandard practices of unorganized refurbishers can erode consumer trust in the overall refurbished laptop
market, negatively impacting the reputation and growth prospects of all participants, including organized companies.
This lack of overhead and quality control allows them to offer lower prices, creating significant pricing pressure on
the organized market.
We cannot assure you that our current or potential competitors will not provide products comparable or superior to
those we provide or adapt more quickly than we do to evolving industry trends, changing consumer preferences or
changing market requirements, at prices equal to or lower than those of our products. Increased competition from
unorganized players may result in our inability to differentiate our products from those of our competitors, which may
lead to loss of market share. Accordingly, our inability to compete effectively with our unorganized players in the
industry may have an adverse impact on our business, results of operations and financial condition.
31. The electronics devices industry faces challenges in relation to the purchase of counterfeit components by the
customers. Any purchase of counterfeit components in the name of ‘Electronics Bazaar’ may adversely affect our
reputation and results of operations.
Our business operations involve refurbishment of ICT Devices. The electronics industry also typically encounters
some loss on account of purchase of counterfeit components. To mitigate the risk of counterfeit components in our
refurbishment operations, all parts undergo thorough inspection by our dedicated quality control team upon receipt.
Any part that does not meet our strict quality standards is rejected. Our dedicated quality control team is well-trained
to identify counterfeit components, ensuring only genuine and high-quality parts are used. We source and use
compatible spares that meets conformity standards of each specific spart part and component. We have not experienced
any incidents relating to sourcing/purchase of counterfeit components in Fiscals 2025, 2024 and 2023. There can be
no assurance that we will not experience any such incidents in the future, which could adversely affect our results of
operations and financial condition.
While we take due care to protect our brand and our ICT Devices through internal policies, any unintended internal or
external situations by anyone may adversely affect our reputation. To protect our intellectual property rights, we may
be required to resort to legal action, which may strain our resources and divert the attention of our management from
our day-to-day functioning. Any adverse outcome in any legal proceedings that we may initiate in future to successfully
enforce our intellectual property may have an adverse effect on our business, results of operations and cash flows.
32. Our inability to effectively collect receivables and default in payment from our customers could result in the
reduction of our profits and adversely affect our business, financial condition, cash flows and results of operations.
Our business depends in part on our ability to successfully obtain payments from our customers. While we typically
limit the credit we extend, we may still experience losses in the event our customers are unable to pay. As a result,
while we maintain an allowance for doubtful receivables for potential credit losses based upon our historical trends
and other available information, there is a risk that our estimates may not be accurate. Macroeconomic conditions
could result in financial difficulties, including insolvency or bankruptcy, for our customers, and as a result could cause
customers to delay payments to us, request modifications to their payment arrangements, all of which could increase
our receivables or default on their payment obligations to us. While there have been no instances of material bad debts
during Fiscals 2025, 2024 and 2023, there can be no assurance that we would not have any material bad debts in the
future. Set out below are details of our trade receivables for Fiscals 2025, 2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Trade receivables (in ₹ million) 676.16 1,169.06 911.44
Trade receivable days (in days) 17 37 50
If we are unable to collect customer receivables or if the provisions for doubtful receivables are inadequate, it could
have a material adverse effect on our liquidity, business, financial condition, cash flows and results of operations.
33. Technological changes, evolving customer requirements and emerging industry trends may affect our business,
may render our current technologies obsolete and may require us to make substantial capital investments. If we are
unable to adapt in a timely manner to changing market conditions, evolving customer requirements or
technological changes, our business, financial condition and results of operations may be materially and adversely
affected.
Our business functions in ICT Devices industry and as a result the possibility of technological obsolescence is greater
than companies in more conventional industries. Our future success depends, in part, on our ability to respond to
technological advances, evolving customer requirements and emerging industry standards and practices on a cost-
effective and timely basis. The development and implementation of such technology entails technical and business
risk and significant implementation costs. We cannot assure you that we will be able to successfully implement new
46technologies or adapt our processing systems to evolving customer requirements or emerging industry standards.
Changes in technology may make newer solutions more competitive than ours or may require us to make additional
capital expenditure to upgrade our facilities and technology. If we are unable, for technical, legal, financial or other
reasons, to adapt in a timely manner to changing market conditions, evolving customer requirements or technological
changes, our business, financial condition and results of operations may be materially and adversely affected.
34. Any issues with our product quality or performance may require us to incur additional expenses and warranty costs,
damage our reputation and cause our sales to decline.
We may receive from time to time, complaints from certain customers on the quality deficiencies of our refurbished
ICT Devices. We typically offer warranty of one to three years. On account of the limited available usage history of
our refurbished ICT Devices, there can be no assurance that our assumptions regarding their durability and reliability
are accurate. The table below sets forth the details of warranty cost and provisions made by us against the total cost
for Fiscals 2025, 2024 and 2023.
Particulars For the period / Fiscal ended
March 31, 2025 March 31, 2024 March 31, 2023
Warranty cost and 13.70 6.29 2.49
provisions (in ₹ million)
Total cost (in ₹ million) 13,420.23 10,864.74 6,273.67
Warranty cost and 0.10% 0.06% 0.04%
provisions as % of total
cost
If a defect is discovered during the relevant warranty period, we may be required to either repair or replace such device
or compensate the price of the device with or without interest or any charge. While we have not received any material
customer complaints in relation to our product quality and performance in Fiscal 2025, Fiscal 2024 and Fiscal 2023,
and there can be no assurance that there will be no customer complaints in the future and our customers will be fully
satisfied with our product quality or performance. The table below sets forth the number and percentage of products
on which warranty was claimed /products returned by customers.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of % of Total Number of % of Total Number of % of Total
products products sold products products sold products products sold
Warranty claimed / product 15,720 2.66% 12,025 3.26% 4,967 2.00%
returned by customers
If our products do not meet our customers’ quality expectations or if there is a real or perceived issue with the quality
of our refurbished ICT Devices, our credibility, market reputation and consequently market acceptance and sales may
be adversely affected. Widespread product failures also may negatively impact our market reputation, reduce our
market share and cause our sales to decline.
As we continue to expand our operations and increase our sales in existing and new markets, we may be exposed to
increased warranty claims. Our warranty provisions may be considered to be inadequate, and we may be required to
incur substantial expense to repair or replace defective products in the future. Furthermore, while we have not had any
such major instance in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we are exposed to product liability claims if the use
of our products results in property damage or personal injury, whether as a result of product malfunctions, defects,
improper installations or other causes. Even if any claims by our customers are unfounded, it may also result in costly
litigation which may divert our management’s attention and resources from their day-to-day functions.
35. An inability to provide adequate customer support and ancillary services may adversely affect our relationship with
our existing and prospective customers, and in turn our business, results of operations and financial condition.
Our customers depend on customer support and ancillary services to resolve issues relating to our products and services
in a timely manner. We provide customer support at all stages to our customers, through e-mail and telephone support
via a dedicated customer care number. We and our partners of sales network may be unable to respond to/accommodate
short-term increases in demand for our products or associated customer support including maintenance in a timely
manner. We also may be unable to modify the nature, scope and delivery of such services to compete with support
services provided by our competitors. Our business can also be adversely affected by customer complaints relating to
the non-performance or sub-standard performance of our products, our operations, and quality of products. Increased
requests in connection with our ICT Devices and services, without corresponding revenue, may increase costs and
adversely affect our results of operations and financial condition. Our sales are dependent on our reputation and on
47positive recommendations from our existing customers. Any failure to maintain adequate and timely customer support
and ancillary services, or a market perception that we are unable to do so, may result in loss of business and adversely
affect our business, prospects and financial performance.
36. Delivery delays and poor handling by third-party logistics service providers may have an adverse effect on our
business, financial condition and results of operations.
We rely on our third-party logistics service providers for the transportation of our ICT Devices to the customers. The
services provided by these providers may be suspended, in which case the supply of our ICT Devices could be
interrupted. Our Company has taken the initiative of maintaining associations and collaborating with multiple logistics
partners in order to reallocate shipments and resources to mitigate any supply chain disruption during a high demand
period. Delayed or even lost deliveries may occur for various reasons beyond our control, including poor handling by
our logistics service providers, labour disputes or strikes, acts of war or terrorism, health epidemics, earthquakes and
other natural disasters. In addition, poor handling of our ICT Devices could also result in contamination or damage of
such products, which may in turn lead to product exchanges, product liability, increased costs and damage to our
reputation. Any of the circumstances would have a material and adverse effect on our business, financial condition
and results of operations. While, we have not experienced any such disruptions in the delivery of our ICT Devices in
Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that such events will not occur and will not have an
adverse material effect on our business, results of operations and financial condition.
The table below provides our freight and forwarding expenses as a percentage of total expenses during Fiscal 2025,
Fiscal 2024 and Fiscal 2023:
(in ₹ million, unless otherwise stated)
Particulars Fiscal
2025 2024 2023
Freight and forwarding expenses 302.52 33.34 61.05
Total expenses 13,420.23 10,864.74 6,273.67
Freight and forwarding expenses as % of total 2.25% 0.31% 0.97%
expense
There have been fluctuations in freight and forwarding expenses in Fiscal 2025, 2024 and 2023, both in relative and
absolute terms, due to factors including modes of transportation (sea and air), freight terms with vendors and customer,
geography served and global transport disruptions. This has not materially affected our operations and cash flows.
Further, the cost of our goods carried by such third party transporters is typically much higher than the consideration
paid for transportation, due to which it may be difficult for us to recover compensation for damaged, delayed or lost
goods. Our operations and profitability are dependent upon the availability of transportation and other logistic facilities
in a time and cost efficient manner. Accordingly, our business is vulnerable to increased transportation costs including
as a result of increase in fuel costs, transportation strikes, delays, damage or losses of goods in transit and disruption
of transportation services because of weather related problems, strikes, lock-outs, accidents, inadequacies in road
infrastructure or other events.
37. Non-compliance with and changes in any of the applicable laws, rules or regulations, including safety, health,
environmental and labour laws may have an adverse effect on our business, results of operations and financial
condition and cash flows.
We are required to obtain and maintain certain approvals, registrations, permissions and licenses from regulatory
authorities, to carry out/ undertake our operations. These approvals, licenses, registrations and permissions may be
subject to numerous conditions. If we fail to obtain and maintain some or all of these approvals or licenses, or renewals
thereof, in a timely manner or at all, or if we fail to comply with applicable conditions or it is claimed that we have
breached any such conditions, our license or permission for carrying on a particular activity may be suspended or
cancelled and we may not be able to carry on such activity, which may adversely affect our business, results of
operations, cash flows and financial condition. For example, we are required to maintain factory license, authorization
under the Hazardous and other Wastes (Management and Transboundary Movement) Rules, 2016 and importer-
exporter code from the Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government of
India. As on the date of filing this Red Herring Prospectus, none of our material approvals and registrations have been
rejected by any governmental authority.
Any withdrawal or suspension of our existing licenses and approvals, or a failure to renew such licenses and approvals
upon their expiry, may adversely disrupt our ability to carry out our business.
48For further information on the nature of approvals and licenses required for our business, see “Government and Other
Approvals” and “Key Regulations and Policies” on pages 323 and 198. In addition, we have, and may need to in the
future, apply for certain additional approvals, including the renewal of approvals, which may expire from time to time.
Failure to obtain or renew such approvals and licenses in a timely manner would make our operations non-compliant
with applicable laws and may result in imposition of penalties by relevant authorities and may also prevent us from
carrying out our business. Our licenses and approvals are subject to various conditions, including periodic renewal and
maintenance standards. Any actual or alleged failure on our part to comply with the terms and conditions of such
regulatory licenses and registrations could expose us to legal action, compliance costs or liabilities, or may affect our
ability to continue to operate at the locations or in the manner in which we have been operating thus far.
38. Our senior management team, key managerial personnel and other qualified personnel are critical to our continued
success and we may be unable to attract and retain such personnel in the future.
As of Fiscal ended March 31, 2025, we had 1,194 on – roll employees. The table below sets forth our employee
benefits expense (incurred for on-roll employees) for the periods indicated:
(in ₹ million unless otherwise indicated)
Particulars As at and for the Fiscals ended
March 31, 2025 March 31, 2024 March 31, 2023
Employee Benefit Expense 771.11 355.94 196.16
% of total expense 5.75% 3.28% 3.13%
Our success depends substantially on the continued efforts of our senior management team, key managerial personnel
and other qualified personnel. If one or more of our or key employees are unable or unwilling to continue their services
with us, we might not be able to replace them easily, in a timely manner, or at all. The table below provides the attrition
rate for our employees, key managerial personnel and senior management for the periods indicated:
(in % unless otherwise indicated)
Particulars As at and for the Fiscal
March 31, 2025 March 31, 2024 March 31, 2023
Number of employees 1,194 837 404
Employee attrition rate 6.51% 4.71% 7.25%
Key managerial personnel and senior - - -
managerial personnel attrition rate
Our industry is characterised by high demand and intense competition for talent. As a result, we cannot assure you that
we will be able to attract or retain technicians, qualified staff or other highly skilled employees. Our ability to train
and integrate new employees into our operations may not meet the growing demands of our business and may cause
employee attrition. Any negative publicity arising from such reduction in turnover may adversely affect our reputation
and our ability to attract talent. While we have not faced any such instances in Fiscal 2025, Fiscal 2024 and Fiscal
2023, if any of our key managerial personnel or senior management joins a competitor or forms a competing company,
we may lose customers, know-how and key professionals and staff members. Further, if any of our key managerial
personnel or senior management terminates their services with us due to death, disability or any other reason, or if
their reputation is adversely impacted by personal actions or omissions or other events within or outside their control,
our business may be disrupted and we may incur additional expenses to recruit, train, and retain qualified personnel.
39. Our business is subject to strikes, work stoppages and/or increased wage demands, as well as other disputes with
our employees. Such instances may cause disruptions in our operations, which may materially adversely affect our
business, financial condition and results of operations.
We had 1,194 full-time employees as at March 31, 2025. We cannot guarantee that our employees will not join labour
unions in the future and as a result we may experience disruptions in our operations due to disputes or other problems
with our workforce. Efforts by our employees to modify compensation and other terms of employment may also divert
management’s attention and increase operating expenses. The occurrence of such events may materially adversely
affect our business, financial condition and results of operations. While we have not experienced any such instances
during Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that we may not be subjected to any such
instances in the future.
From time to time, we also enter into contracts with subcontractors and other independent contractors to complete
specific assignments and these subcontractors are required to provide the labour necessary to complete such
assignments. We do not have control over their day-to-day affairs. Although we do not engage these labourers directly,
it is possible under the local laws of the countries in which we operate, that we may be held responsible for wage
payments to labourers engaged by subcontractors should the subcontractors default on wage payments. Any
49requirement to fund such payments may materially and adversely affect our business, financial condition and results
of operations.
40. If we are unable to establish and maintain an effective internal controls and compliance system, over financial
reporting, our reputation may be adversely affected.
We take reasonable steps to maintain appropriate procedures for compliance and disclosure and to maintain effective
internal controls over our financial reporting so that we produce reliable financial reports and prevent financial fraud.
As risks evolve and develop, internal controls must be reviewed on an ongoing basis. Maintaining such internal
controls requires human diligence and compliance and is therefore subject to lapses in judgment and failures that result
from human error. While there have been no such instances in Fiscals 2025, 2024 and 2023, any lapses in judgment
or failures that result from human error can affect the accuracy of our financial reporting, resulting in a loss of investor
confidence and a decline in the price of our equity shares.
We have implemented various measures to enhance our internal controls and compliance system, including regular
internal audits, comprehensive training programs for employees, and continuous monitoring of our control processes.
Despite these efforts, the complexity of financial regulations and evolving industry standards pose ongoing challenges.
To address these challenges, the respective Board of Directors of our Company are responsible for designing,
implementing and maintaining adequate internal control relevant to the preparation and presentation of the respective
restated financial information. The respective Board of Directors are also responsible for identifying and ensuring that
our Company is compliant with the applicable laws including, Companies Act, the SEBI ICDR Regulations and the
Guidance Note. Despite these measures, there remains a risk that deficiencies in our internal controls could lead to
inaccuracies in financial reporting, potentially damaging our reputation and impacting our stock price. We are
committed to continuously improving our internal control systems to mitigate these risks and maintain investor
confidence.
41. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.
We have not paid any dividends in Fiscal 2025, Fiscal 2024 and Fiscal 2023 and from April 1, 2025 till the filing of
this Red Herring Prospectus. Our ability to pay dividends in the future will depend on our earnings, financial condition,
cash flow, working capital requirements and capital expenditure. Any future determination as to the declaration and
payment of dividends will be at the discretion of our Board and will depend on factors that our Board deems relevant,
including among others, our earnings, capital requirements, acquisitions, overall financial condition of our Company
and restrictive covenants of our financial arrangements. Additionally, our ability to pay dividends may also be
restricted by the terms of financing arrangements that we may enter into. Under the Indian laws, dividends may be
paid out of profits earned during the year or out of accumulated profits earned by a company in previous years and
transferred by it to its reserves (subject to certain conditions). Any accumulated profits that are not distributed in a
given year are retained and may be available for distribution in subsequent years. We may retain all future earnings, if
any, for use in the operations and expansion of our business. As a result, we may not declare dividends in the
foreseeable future. Dividends distributed by us will attract dividend distribution tax at rates applicable from time to
time. We have not declared dividends in Fiscal 2025, Fiscal 2024 and Fiscal 2023, and we cannot assure you that we
will be able to announce or pay dividends in the future. For further information, see “Dividend Policy” on page 237.
42. We face competition from domestic as well as multinational companies and our inability to compete effectively may
have an adverse effect on our business, operations and financial condition.
We face competition from both domestic and multinational companies in the electronics consumer industry, and our
inability to compete effectively may have an adverse impact on our business, operations, and financial condition. In
the refurbished electronics market, we compete with global and Indian companies that specialize in refurbishing and
selling electronic devices, including laptops. Our competition is based on several factors, including the range of
products offered, pricing strategies, product quality, customer service, brand recognition, and the ability to source and
refurbish high-quality devices efficiently. We believe our brand presence, comprehensive product portfolio, B2B and
B2C business models, the quality of our refurbished products, our operational infrastructure, and customer experience
are key differentiating factors that enable us to retain customers and set us apart from competitors.
However, some of our competitors may offer refurbished products of higher quality or at more competitive prices.
Additionally, larger companies may have access to greater financial resources, better procurement channels, advanced
technology, efficient distribution networks, broader product range, and more robust sales and marketing capabilities
than we do. Increased competition may put pressure on us to lower our selling prices or increase our marketing efforts,
which may affect our profitability.
50While we have not experienced any material adverse effects on our business, financial condition, or results of
operations due to our inability to compete effectively in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot guarantee
that such adverse effects will not occur in the future. For further information, see “Industry Overview” and “Our
Business – Competition” on pages 115 and 194, respectively.
43. We are exposed to a significant risk from exchange rate fluctuations. If we fail to manage our foreign currency
risk, our business, results of operations and financial condition may be materially and adversely affected.
We sell our products outside India as well as in multiple international markets. This global presence exposes us to
significant foreign currency risks, particularly in US dollars, UAE Dirham, Euro and UK GBP. Additionally, we also
procure significant portion of our used ICT Devices and components from global suppliers, which further increases
our exposure to foreign currency transaction risks.
While we have not experienced any material losses due to fluctuations in foreign exchange rates in Fiscal 2025, Fiscal
2024 and Fiscal 2023, we cannot assure you that such losses will not occur in the future. Any significant volatility in
exchange rates may have a material adverse effect on our business, results of operations, and financial condition.
Details of our gain from foreign exchange are mentioned in the table below, for the periods indicated:
(in ₹ million, unless otherwise stated)
Particulars As of
March 31, 2025 March 31, 2024 March 31, 2023
Gains/ (Losses) from Foreign Exchange 15.07 19.47 18.12
Gains/ (Losses) from Foreign Exchange as a 0.11% 0.17% 0.27%
percentage of our revenue from operations (%)
Fluctuations in exchange rates can significantly impact our revenue and cost of goods sold, leading to variability in
our financial performance. As of March 31, 2025, exports represented a significant portion of our business, any
significant appreciation of the Indian rupee (in case of exports) and depreciation of the Indian rupee (in case of imports)
against foreign currencies in which we do business can affect our procurement costs, revenue from exports and
competitiveness in the long-term. As our financial statements are presented in Indian rupees, such fluctuations may
have a material impact on our reported results. Our Company does not have a hedge policy, however, we closely
follow our exposure to foreign currencies and we have a natural hedge due to exports revenue, these activities may not
be sufficient to protect us against incurring potential losses if currencies fluctuate significantly. Any such losses on
account of foreign exchange fluctuations may adversely affect our results of operations. If our strategies to mitigate
exchange rate fluctuation risks are not successful, our business, financial condition and results of operations may be
adversely impacted.
The exchange rate of the Indian rupee has changed substantially in recent times and may fluctuate substantially in the
future, which may have a material adverse effect on the value of the Equity Shares and returns from the Equity Shares,
independent of our operating results.
44. Any fraud, theft, or embezzlement by our employees, vendors or contractors may adversely affect our reputation,
results of operations and financial condition. Our operations and contracts are subject to anti-corruption laws and
regulations, and any failure to comply with such laws and regulations may have an adverse impact on our business
and reputation.
Our business is subject to incidents of vendor, contractor, employee fraud, theft or embezzlement. We take reasonable
steps to maintain appropriate procedures for compliance and disclosure and to maintain effective internal controls over
our financial reporting so that we produce reliable financial reports and prevent financial fraud. Any lapses in judgment
or failures that result from human error can affect the accuracy of our financial reporting, resulting in a loss of investor
confidence and a decline in the price of our Equity Shares. While there have been no such instances of lapses of internal
controls in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that this will not occur in the future.
Furthermore, our operations and contracts are subject to anti-corruption laws and regulations. If we are not in
compliance with applicable anti-corruption laws, we may be subject to criminal and civil penalties, which may have
an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation
of any potential violations of anti-corruption laws by the relevant authorities may also have an adverse impact on our
business and reputation. While there have been no instances of any violations of anti-corruption laws in Fiscal 2025,
Fiscal 2024 and Fiscal 2023, we cannot assure you that there will be no such instances in future.
45. Any failure or disruption of our information technology systems may adversely impact our business and operations.
We rely on our information technology (“IT”) systems for our operations and their reliability and functionality is
critical to our business success. Operational risks, such as operational errors or interruptions of our financial,
51accounting, compliance and other data processing systems, whether caused by the failure to prevent or mitigate data
losses and other security breaches, or other cyber security threats or attacks, fire or other disaster, power or
telecommunications failure, may result in a disruption of our business and/or cause reputational damage, and may have
a material adverse effect on our business, financial condition and results of operations. Our growing dependence on
our IT infrastructure, applications and data has caused us to have a vested interest in its reliability and functionality
which can be affected by a number of factors, including, but not limited to, the increasing complexity of the IT systems,
frequent change and short life span due to technological advancements and data security. If our IT systems malfunction
or experience extended periods of downtime, we may not be able to run our operations safely or efficiently.
We are also subject to cyber security risks and may incur costs to minimize those risks. While we have not faced any
cyber security breaches in Fiscal 2025, Fiscal 2024 and Fiscal 2023, cyber security breaches, such as unauthorized
access, accidents, employee errors or malfeasance, computer viruses, computer hackings or other disruptions could
compromise the security of our data and infrastructure, thereby exposing such information to unauthorized access by
third parties. Techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and
generally are not recognized until launched against a target. We may be required to deploy significant capital and other
resources to remedy, protect against or alleviate these and related problems, and we may not be able to remedy these
problems promptly, or at all.
Further, we may be subject to laws and regulations relating to privacy and the collection, storing, sharing, use,
disclosure, and protection of certain types of data. These laws and regulations may continually change as a result of
new legislation, amendments to existing legislation, changes in the enforcement policies and changes in the
interpretation of such laws and regulations by the courts or the regulators.
Furthermore, any damage or system failure that causes interruptions or delays in the input, retrieval or transmission of
data may disrupt our normal operations and possibly interfere with our ability to undertake projects pursuant to the
requirements of our contracts. Although there had not been such instances in Fiscal 2025, Fiscal 2024 and Fiscal 2023,
should such an interruption or delay occur, we can neither assure you that it will not result in the loss of data or
information that is important to our business nor that we will be able to restore our operational capacity within a
sufficiently adequate timeframe to avoid disruptions to our business. If our systems malfunction or experience
extended periods of downtime, we will not be able to run our operations safely or efficiently. We may suffer losses in
revenue, reputation, volume of business, and our business, financial condition and results of operation may be
materially and adversely affected.
46. Our inability to protect any of our intellectual property rights including misappropriation, infringement or passing
off of our intellectual property or failure to obtain our trademarks may have an adverse impact on our business.
As of the date of this Red Herring Prospectus, we have three registered trademarks. There can be no assurance that
these applications will be successful or that we will be able to register these marks. In the absence of a registration of
the tradename and trademark of our Company under the Trademarks Act, 1999, we will not enjoy the statutory
protections accorded to a registered name or mark and therefore, we may not be able to initiate an infringement action
against a third party for infringing our trademarks and a passing off action might not be sufficient protection until such
time the registration is granted.
Our brand is registered by our Company. While we take due care to protect our brand through internal
policies, any unintended internal or external situations by anyone may adversely affect our brand image. Consequently,
we are also dependent on these other entities for our reputation and brand name and therefore, any adverse
developments in group companies sharing our brand name, may also have an adverse impact on our Company’s
business. See also “Our Business – Intellectual Property” on page 196. To protect our intellectual property rights, we
may be required to resort to legal action, which may strain our resources and divert the attention of our management
from our day-to-day functioning. Furthermore, if a competitor is able to reproduce or otherwise capitalize on our
technology, it may be difficult and expensive for us to obtain necessary legal protection. Any adverse outcome in any
legal proceedings that we may initiate in future to successfully enforce our intellectual property may have an adverse
effect on our business, results of operations and cash flows.
47. Our Promoters and Promoter Group will continue to exercise significant influence over our Company after
completion of the Offer.
As on the date of this Red Herring Prospectus, our Promoters and Promoter Group hold in aggregate 92,286,705 Equity
Shares, which constitutes 95.01% on a fully diluted basis of the issued, subscribed and paid-up Equity Share capital
of our Company. After the completion of the Offer, our Promoters and Promoter Group will continue to control our
Company and exercise significant influence over our business policies and affairs and all matters requiring
shareholders’ approval, including the composition of our Board, the adoption of amendments to our constituent
52documents, the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially all of our assets,
and the policies for dividends, lending, investments and capital expenditures through their shareholding after the Offer.
We cannot assure you that our Promoters will act to resolve any conflicts of interest in our favor and any such conflict
may adversely affect our ability to execute our business.
48. We have included certain Non-GAAP Measures, industry metrics and key performance indicators related to our
operations and financial performance in this Red Herring Prospectus that are subject to inherent measurement
challenges. These Non-GAAP Measures, industry metrics and key performance indicators may not be comparable
with financial, or industry-related statistical information of similar nomenclature computed and presented by other
companies. Such supplemental financial and operational information is therefore of limited utility as an analytical
tool for investors and there can be no assurance that there will not be any issues or such tools will be accurate
going forward.
Certain non-GAAP financial measures and certain other industry measures relating to our operations and financial
performance have been included in this Red Herring Prospectus. We compute and disclose such non-GAAP financial
and operational measures, and such other industry-related statistical and operational information relating to our
operations and financial performance as we consider such information to be useful measures of our business and
financial performance, and because such measures are frequently used by securities analysts, investors and others to
evaluate the operational performance of businesses similar to ours, many of which provide such non-GAAP financial
and operational measures, and other industry-related statistical and operational information. These non-GAAP
financial and operational measures, and such other industry-related statistical and operational information relating to
our operations and financial performance may not be computed on the basis of any standard methodology that is
applicable across the industry and therefore may not be comparable to financial and operational measures, and
industry-related statistical information of similar nomenclature that may be computed and presented by other
companies pursuing similar business.
In evaluating our business, we consider and use certain key performance indicators that are presented herein as
supplemental measures to review and assess our operating performance. We present these key performance indicators
because they are used by our management to evaluate our operating performance. These key performance indicators
have limitations as analytical tools and may differ from, and may not be comparable to, estimates or similar metrics
or information published by third parties and other peer companies due to differences in sources, methodologies, or
the assumptions on which we rely, and hence their comparability may be limited. As a result, these metrics should not
be considered in isolation or construed as an alternative to our financial statements or as an indicator of our operating
performance, liquidity, profitability or results of operations. If our key performance indicators are not accurate
representations of our business, or if investors do not perceive these metrics to be accurate, or if we discover material
inaccuracies with respect to these figures, our reputation may be materially and adversely affected, the market price
of our shares may decline, we may be subject to shareholder litigation, and our business, results of operations, and
financial condition may be materially adversely affected.
49. If we are unable to raise additional capital or are unable to obtain financing on favourable terms or at all, our
business, results of operations, cash flows and financial condition may be adversely affected.
Our business requires a significant amount of working capital and as on March 31, 2025, we had working capital of ₹
2,610.57 million. We will continue to incur significant expenditure in management and growing the infrastructure at our
existing refurbishing facilities. We cannot assure you that we will have sufficient capital resources for our current
operations or any future expansion plans that we may have. While we expect our internal accruals and cash flow from
operations to be adequate to fund our existing commitments, our ability to incur any future borrowings is dependent
upon the success of our operations. Additionally, the inability to obtain sufficient financing may adversely affect our
growth strategy. Our ability to arrange financing and the costs of capital of such financing are dependent on numerous
factors, including general economic and capital market conditions, credit availability from banks, investor confidence,
the continued success of our operations and other laws that are conducive to our raising capital in this manner. If we
decide to meet our capital requirements through debt financing, we may be subject to certain restrictive covenants. If
we are unable to raise adequate capital in a timely manner and on favourable terms, or at all, our business, results of
operations, cash flows and financial condition may be adversely affected.
We may also require additional cash resources due to future growth and development of our business, including any
investments or acquisitions we may decide to pursue. If our cash resources are insufficient to satisfy our cash
requirements, we may seek to issue additional Equity Shares or debt securities or obtain new or expanded credit
facilities. Our ability to obtain external financing in the future is subject to a variety of uncertainties. In addition,
incurring indebtedness would subject us to increased debt service obligations and may result in operating and financial
covenants that would restrict our operations. Our ability to access international capital and lending markets may be
restricted at a time when we would like, or need, to do so, especially during times of increased volatility and reduced
53liquidity in global financial markets and stock markets, including due to policy changes and regulatory restrictions,
which could limit our ability to raise funds.
While we have not faced issues in raising capital or obtaining financing on favourable terms in Fiscal 2025, Fiscal
2024 and Fiscal 2023, there can be no assurance that financing will be available in a timely manner or in amounts or
on terms acceptable to us, or at all. Any failure to raise needed funds on terms favorable to us, or at all, may impact
our liquidity as well as have a material adverse effect on our business, cash flows, financial condition and results of
operations.
50. Cyber threats and non-compliance with and changes in privacy laws and regulations may have an adverse effect
on our business, results of operations and financial condition and cash flows.
We may face cyber threats such as (i) phishing and trojans, wherein fraudsters send unsolicited mails to the various
parties seeking account sensitive information or to infect their systems to search and attempt ex-filtration of account
sensitive information; (ii) hacking – wherein attackers seek to hack into our website and portal with the primary
intention of causing reputational damage to us by disrupting services; (iii) data theft – wherein cyber criminals may
attempt to intrude into our network with the intention of stealing our data or information; and (iv) advanced persistent
threat – a network attack in which an unauthorized person gains access to our network and remains undetected for a
long period of time with an intention to steal our data or information rather than to cause damage to our network or
organization. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, we have not experienced any significant incidents of
phishing, trojans, hacking, data theft, or advanced persistent threats have compromised our data or disrupted our
services. We continue to implement robust cybersecurity measures to safeguard against these threats and protect our
network and information.
We process and transfer data, including personal information, financial information and other confidential data
provided to us by constituents. Although we maintain systems and procedures to prevent unauthorized access and
other security breaches, it is possible that unauthorized individuals could improperly access our systems, or improperly
obtain or disclose sensitive data that we process or handle. Data security breaches could lead to the loss of intellectual
property or may lead to the public exposure of personal information (including sensitive financial and personal
information) of constituents. Any such security breaches or compromises of technology systems may result in damage
to our reputation, institution of legal proceedings against us and potential imposition of penalties, which may have an
adverse effect on our business and results of operations.
51. Certain of our Promoters, members of Promoter Group, Directors and Key Managerial Personnel have interests in
our Company in addition to their normal remuneration or benefits and reimbursement of expenses incurred.
Certain of our Promoters, members of Promoter Group, Directors and Key Managerial Personnel have interests in our
Company that are in addition to reimbursement of expenses and normal remuneration or benefits payable to them. Our
Promoter, Directors and Key Managerial Personnel may be deemed to be interested to the extent of Equity Shares held
by them, as well as to the extent of any dividends, bonuses or other distributions on such Equity Shares and to the
extent of their participation in the Offer as Selling Shareholders. Additionally, certain of our Directors (excluding our
Independent Directors), Key Managerial Personnel and Senior Management may also be interested to the extent of
employee stock options granted by our Company from time to time pursuant to the ESOP Scheme. For more
information on the Selling Shareholders, see “The Offer” on page 65.
We cannot assure you that our Promoter, Directors and our Key Management Personnel will exercise their rights as
shareholders to the benefit and best interest of our Company. The interest of our Directors, Key Managerial Personnel
and Senior Management Personnel may conflict with the interest of our Company and may be detrimental to our
Company’s interest. There can be no assurance that our Directors, Key Managerial Personnel and Senior Management
Personnel will be able to address such conflicts of interest in the future. For further details of such interests, see “Our
Management – Interest of Directors”, “Our Management – Interests of Key Managerial Personnel and Senior
Management” and “Financial Information – Restated Consolidated Financial Information – Note 38 Related party
disclosure in respect of Ind AS 24” on pages 219, 230, and 238, respectively. For further details of our Promoter, see
“Our Promoter and Promotor Group” on page 232.
52. Our Subsidiaries (including step down subsidiaries) and other firms operated by one of our Promoters, have
common pursuits vis-à-vis our Company, which may in future lead to conflict of interest.
Our Subsidiaries are engaged in the same line of business as that of our Company and accordingly, there are certain
common pursuits amongst them and our Company. Given that these subsidiaries are subsidiaries as on date, there is
no conflict of interest between our Company and Subsidiaries. However, we cannot assure you that there will not be
any conflict of interest between our Company in the future, our Subsidiaries or our Group Company in future. For
details, refer to “Group Company” on page 325. Our Directors, Key Managerial Personnel and Senior Management
may have interests in our Company in addition to their remuneration and reimbursement of expenses. In the event that
54our Subsidiaries cease to be our wholly owned subsidiaries in the future, there can be no assurance that such entities
will not compete with our existing business or any future business that we might undertake or that we will be able to
suitably resolve such a conflict without an adverse effect on our business and financial performance.
53. Some of our Directors may not have prior experience as directors of companies listed on recognized stock exchanges
in India.
Some of our Directors may not have experience as directors of companies listed on recognized stock exchanges in
India. Directors of companies listed on recognized stock exchanges in India typically have a wide range of
responsibilities, including, among others, ensuring compliance with continuing listing obligations, monitoring and
overseeing management, operations, financial condition and trajectory of our Company. We cannot assure you that
our Directors will be able to adequately manage our Company after we become a listed company, due to their lack of
prior experience as directors of companies listed on recognized stock exchanges. Accordingly, we will get limited
guidance from them and accordingly, may fail to maintain and improve the effectiveness of our disclosure controls,
procedures and internal control as required for a listed entity under the applicable law.
54. Our listed peer outperforms us in terms of certain of our key performance indicators. We cannot assure you that
similar differences in performance for these or any other indicators will not continue in the future.
Our listed peer, Newjaisa Technologies Limited, has reported higher values than our Company in certain key
performance indicators, namely: (i) Gross Margin (%); (ii) EBITDA Margin (%); (iii) PAT Margin (%); (iv) ROE (%);
and (v) ROCE (%), for the financial years ended March 31, 2025 March 31, 2024 and March 31, 2023, as stated below:
Particulars Unit GNG Electronics Limited Newjaisa Technologies
Limited
As at and for the Fiscal ended As at and for the Fiscal ended
2025 2024 2023 2025 2024 2023
Gross Margin (1) % 17.89% 12.31% 15.34% 34.96% 46.67% 43.40%
EBITDA Margin (2) % 8.94% 7.46% 7.59% 2.25% 14.48% 19.62%
PAT Margin (3) % 4.89% 4.60% 4.92% (1.72%) 10.23% 15.13%
RoE (4) % 30.40% 31.96% 28.97% (1.45%) 11.44% 72.42%
ROCE (5) % 17.31% 16.72% 17.91% (0.36%) 13.26% 51.98%
Source: All the financial information for listed industry peer mentioned above is on a standalone basis and is sourced from the financial results for
Fiscal 2025 of Newjaisa Technologies Limited.
Notes:
1. Gross Margin (%) is computed as material margin divided by revenue from operations *100.
2. EBITDA Margin (%) is computed as EBITDA divided by revenue from operations*100.
3. PAT Margin (%) is calculated as restated profit for the year divided by Revenue from Operation.
4. Return on Equity (%) is calculated as PAT attributable to owners of the company as a % Shareholders’ equity.
5. ROCE is calculated as EBIT as a % of capital employed. EBIT is calculated as EBITDA minus depreciation and amortization and impairment
of goodwill. Capital employed including non controlling interest refers to sum of total equity plus borrowings plus current maturities of long
term borrowings.
We cannot assure you that similar differences in performance for these or any other indicators will not
continue in the future.
55. Any variations in our funding requirements and the proposed deployment of Net Proceeds may affect our business
and results of operations.
We intend to use the Net Proceeds for the purposes described in “Objects of the Offer” on page 91. Our funding
requirements are based on management estimates, current circumstances of our business and prevailing market
conditions and are not appraised by any bank or financial institution. The deployment of the Net Proceeds will be at
the discretion of our Board.
Accordingly, investors in the Offer will need to rely upon our management’s judgment with respect to the use of
proceeds. If we are unable to deploy the Net Proceeds in a timely or an efficient manner, it may affect our business
and results of operations. Whilst a monitoring agency will be appointed, for monitoring utilisation of the Gross
Proceeds, the proposed utilisation of the proceeds is based on current conditions, our business plans and internal
management estimates, appraisal report and is subject to changes in external circumstances or costs, or in other
financial condition, business or strategy, as discussed further below. Based on the competitive nature of our industry,
we may have to revise our business plan and/or management estimates from time to time and consequently our funding
requirements may also change. Our internal management estimates may exceed fair market value or the value that
would have been determined by third party appraisals, which may require us to reschedule or reallocate our capital
expenditure and may have an adverse impact on our business, financial condition, results of operations and cash flows.
55In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall
not vary the objects of the Offer without our Company being authorised to do so by the Shareholders by way of a
special resolution. In the event of any such circumstances that require us to undertake variation in the disclosed
utilization of Net Proceeds, we may not be able to obtain the shareholders’ approval in a timely manner, or at all, in
the event we need to make such changes. Any delay or inability in obtaining such shareholders’ approval may
adversely affect our business or operations. Pursuant to the Companies Act, the Promoters and controlling
Shareholders of our Company, as at the time of such proposed variation, will be required to provide an exit opportunity
to the Shareholders who do not agree to such proposal to vary the objects, subject to the provisions of the Companies
Act and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in
accordance with the provisions of the Companies Act and the SEBI ICDR Regulations.
The requirement to provide an exit opportunity to such dissenting shareholders may deter our Promoters and
controlling Shareholders, as at the time of the proposed variation, from agreeing to any changes made to the proposed
utilization of the Net Proceeds, even if such change is in our interest. Furthermore, we cannot assure you that such
Promoters and controlling Shareholders will have adequate resources to provide an exit opportunity at the price
prescribed by SEBI. For further details on exit opportunity to dissenting shareholders, see “Objects of the Offer—
Variation in Objects” on page 100. In light of these factors, we may not be able to undertake variation of object of the
Offer to use any unutilized proceeds of the Offer, if any, or vary the terms of any contract referred to in this Red
Herring Prospectus, even if such variation is in our interest. This may restrict our ability to respond to any change in
our business or financial condition by re-deploying the un-utilized portion of the Net Proceeds, if any, or varying the
terms of any contract, which may adversely affect our business, results of operations and cash flows.
56. Our Company’s management will have flexibility in utilizing the Net Proceeds, subject to certain approvals. There
is no assurance that the Objects of the Offer will be achieved within the timeframe expected or at all, or that the
deployment of the Net Proceeds in the manner intended by us will result in any increase in the value of your
investment. Further, the funding plan has not been appraised by any bank or financial institution.
Our Company intends to use the Net Proceeds from the Fresh Issue towards funding the following objects:
• Prepayment and/or repayment, in full or in part, of all or a portion of certain outstanding borrowings availed
by our Company and Subsidiaries; and
• General Corporate Purposes.
For details, see “Objects of the Offer” on page 91. The funding plans are based on management estimates and such
fund requirements and intended use of proceeds have not been appraised by any bank or financial institution. Further,
in accordance with Regulation 41 of the SEBI ICDR Regulations, our Company shall appoint a Monitoring Agency
for monitoring the utilization of Gross Proceeds prior to filing of this Red Herring Prospectus with the RoC. The
management of our Company will have discretion to use the Net Proceeds, and investors will be relying on the
judgment of our Company’s management regarding the application of the Net Proceeds. Our Company may have to
revise its management estimates from time to time on account of various factors, including factors beyond its control
such as market conditions, competition, cost of commodities and interest or exchange rate fluctuations, and
consequently its requirements may change. Additionally, various risks and uncertainties, including those set forth in
this section, may limit or delay our Company’s efforts to use the Net Proceeds to achieve profitable growth in its
business.
57. Certain information in this Red Herring Prospectus is based on our internal classification methodologies, which
may change, and which may or may not be consistent with companies operating in our industry, and hence we
cannot assure you of the completeness or the accuracy of such data.
Certain statements contained in this Red Herring Prospectus, such as the categorization of our customers and the
revenues generated from our business, are based on our internal classification methodologies and the way we operate
our business. There may be differences in how we and other companies in the refurbished electronics industry
categorize customers. Depending on our strategic focus and business priorities, this categorization may change, and
there is no assurance that we will continue to see a substantial part of our business coming from such customers. This
shift may subject us to competitive pricing pressures, increased discounts, and reduced profit margins, all of which
may negatively impact our results of operations and financial condition.
Additionally, we cannot assure you that our internal classification methodologies will always provide a complete and
accurate representation of our business operations. Any changes in these methodologies may affect how we report and
analyze our financial and operational performance, potentially leading to variations in key performance indicators.
Furthermore, if our methodologies differ from those used by other companies in the refurbished electronics industry,
it may result in misinterpretations or inaccurate comparisons of our financial condition and results of operations.
5658. Certain sections of this Red Herring Prospectus disclose information from the 1Lattice Report which has been
prepared exclusively for the Offer and commissioned by our Company and paid for by our Company exclusively in
connection with the Offer, and any reliance on such information for making an investment decision in the Offer is
subject to inherent risks.
We have commissioned and availed the services of an independent third-party research agency, Lattice Technologies
Private Limited to prepare the report titled “Electronics Refurbishment Industry Report” dated July 4, 2025 (the
“1Lattice Report”), for purposes of inclusion of such information in this Red Herring Prospectus to understand the
industry in which we operate pursuant to engagement letter dated September 11, 2024. A copy of the 1Lattice Report
is available on our website at https://www.electronicsbazaar.com/investor. The 1Lattice Report has been exclusively
commissioned by our Company and paid for by our Company. Our Company, Directors, Key Managerial Personnel
and the book-running lead managers (“BRLMs”) are not related to Lattice Technologies Private Limited. We have no
direct or indirect association with Lattice Technologies Private Limited other than as a consequence of such an
engagement. Certain information in this section and “Industry Overview,” “Our Business” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, on pages 115, 172 and 292, respectively,
have been derived from the 1Lattice Report.
Further, the 1Lattice Report is prepared based on information as of specific dates, which may no longer be current or
reflect current trends. The 1Lattice Report may also base its opinion on estimates, projections, forecasts and
assumptions that may prove to be incorrect. In addition, statements from third parties that involve estimates are subject
to change, and actual amounts may differ materially from those included in this Red Herring Prospectus. The 1Lattice
Report also highlights certain industry, peer and market data, which may be subject to assumptions.
There are no standard data gathering methodologies in the industry in which we conduct our business, and
methodologies and assumptions vary widely among different industry sources. Furthermore, such assumptions may
change based on various factors. We cannot assure you that the assumptions in the 1Lattice Report are correct or will
not change and, accordingly, our position in the market may differ from that presented in this Red Herring Prospectus.
Further, the commissioned report is not a recommendation to invest or disinvest in our Company and shall not be
construed as expert advice or investment advice. Prospective investors are advised not to unduly rely on the 1Lattice
Report or extracts thereof as included in this Red Herring Prospectus when making their investment decisions. For
further information, see “Industry Overview” on page 115.
59. Our Company will not receive any proceeds from the Offer for Sale portion. The Selling Shareholders will receive
the net proceeds from such Offer for Sale.
The Offer consists of the Offer for Sale. The entire proceeds from the Offer for Sale will be paid to the Selling
Shareholders (after deducting applicable Offer Expenses and our Company will not receive any such proceeds. None
of our Directors or Key Managerial Personnel and Senior Management will receive, in whole or in part, any proceeds
from the Offer. For further information, see “The Offer” and “Objects of the Offer” on pages 65 and 91, respectively.
60. We are exposed to risks related to export duties and international trade regulations and export incentive.
Countries to which we export may impose varying duties on our products. Any increase in such duties may adversely
affect our business and the results of operations. With increasing adoption of refurbished products, we supply our
refurbished products to various international markets. These markets are subject to their own regulatory frameworks,
including the imposition of duties and tariffs on imported goods. Changes in trade policies or the imposition of higher
duties by these countries can impact our cost structure and pricing strategy. The table below sets forth information of
export incentive of our Company for Fiscal 2025, 2024 and 2023:
(in ₹ million)
Particulars As of
Fiscal 2025 Fiscal 2024 Fiscal 2023
Export Incentive 15.95 7.17 0.80
% of revenue operations 0.11% 0.06% 0.01%
Additionally, navigating the complexities of varying international trade regulations can introduce compliance risks
and operational inefficiencies. While we have not faced significant adverse effects from export duties or international
trade regulations in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that we will not experience such
impacts in the future. An increase in export duties or the introduction of new trade barriers could lead to reduced profit
margins, decreased sales volumes, and overall adverse effects on our business, results of operations, and financial
condition. As we continue to expand our international presence, we must remain vigilant in monitoring these regulatory
changes and adaptable in our strategies to mitigate potential adverse impacts.
57EXTERNAL RISK FACTORS
61. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may
adversely affect our business, prospects and results of operations.
Changes in regulatory policies relating to refurbished products, both in India and globally, present a significant risk to
business operations. Evolving legislation concerning e-waste management, import/export restrictions, data security,
and consumer protection could impose additional compliance costs and operational complexities on businesses
operating in the refurbished product market. For example, stricter e-waste regulations could mandate specific recycling
processes or require manufacturers to take greater responsibility for end-of-life management of refurbished products,
increasing operational costs. Similarly, changes in data security laws, particularly concerning data sanitization on
refurbished devices, could necessitate investments in new technologies and processes. The lack of harmonized global
standards for refurbished products could also create trade barriers and limit market access.
The Government of India may implement new laws or other regulations and policies that may affect our business in
general, which could lead to new compliance requirements, including requiring us to obtain approvals and licenses
from the Government and other regulatory bodies, or impose onerous requirements. For instance, the GoI has recently
introduced (a) the Code on Wages, 2019; (b) the Code on Social Security, 2020; (c) the Occupational Safety, Health
and Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 which consolidate, subsume and
replace numerous existing central labour legislations. While the rules for implementation under these codes have not
been notified, we are yet to determine the impact of all or some such laws on our business and operations which may
restrict our ability to grow our business in the future and increase our expenses.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law,
regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may
be time consuming as well as costly for us to resolve and may impact the viability of our current businesses or restrict
our ability to grow our businesses in the future. For instance, the Supreme Court of India has in a decision clarified
the components of basic wages which need to be considered by companies while making provident fund payments,
which resulted in an increase in the provident fund payments to be made by companies. Any such decisions in future
or any further changes in interpretation of laws may have an impact on our results of operations.
62. A downgrade in ratings of India and other jurisdictions we operate in may affect the trading price of the Equity
Shares.
Our borrowing costs and our access to the debt capital markets depend significantly on the sovereign credit ratings of
India. Any further adverse revisions to credit ratings for India and other jurisdictions we operate in by international
rating agencies may adversely impact our ability to raise additional financing. This may have an adverse effect on our
ability to fund our growth on favourable terms and consequently adversely affect our business and financial
performance and the price of the Equity Shares.
63. Political, economic or other factors that are beyond our control may have an adverse effect on our business, results
of operations and financial condition.
We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and
market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which
we operate. There have been periods of slowdown in the economic growth of India. Demand for our services may be
adversely affected by an economic downturn in domestic, regional and global economies. Economic growth in the
countries in which we operate is affected by various factors including domestic consumption and savings, balance of
trade movements, namely export demand and movements in key imports (oil and oil products), global economic
uncertainty and liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural
production. Consequently, any future slowdown in the Indian economy may harm our business, results of operations,
financial condition and cash flows. Also, a change in the government or a change in the economic and deregulation
policies could adversely affect economic conditions prevalent in the areas in which we operate in general and our
business in particular and high rates of inflation in India could increase our costs without proportionately increasing
our revenues, and as such decrease our operating margins. Further, the imposition of tariffs by the US government
under its “Fair and Reciprocal Plan” may impact Indian businesses.
64. The occurrence of natural or man-made disasters may adversely affect our results of operations, financial condition
and cash flows. Hostilities, terrorist attacks, civil unrest and other acts of violence may adversely affect the financial
markets and our business.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires,
explosions, pandemic disease and man-made disasters, including acts of terrorism and military actions, may adversely
affect our results of operations, financial condition or cash flows. Terrorist attacks and other acts of violence or war
58may adversely affect the Indian securities markets. In addition, any deterioration in international relations, especially
between India and its neighbouring countries, may result in investor concern regarding regional stability which could
adversely affect the price of the Equity Shares. In addition, India has witnessed local civil disturbances in recent years
and it is possible that future civil unrest as well as other adverse social, economic or political events in India may have
an adverse effect on our business. Such incidents could also create a greater perception that investment in Indian
companies involves a higher degree of risk and may have an adverse effect on our business and the market price of
the Equity Shares.
65. Investors may not be able to enforce a judgment of a foreign court against us, our Directors, the Book Running
Lead Managers or any of their directors and executive officers in India respectively, except by way of a lawsuit in
India.
Our Company is incorporated under the laws of India. Most of our Company’s assets are located in India and all of
our Company’s Directors and Key Managerial Personnel are residents of India. As a result, it may not be possible for
investors to effect service of process upon our Company or such persons in jurisdictions outside India, or to enforce
against them judgments obtained in courts outside India. Moreover, it is unlikely that a court in India would award
damages on the same basis as a foreign court if an action were brought in India or that an Indian court would enforce
foreign judgments if it viewed the amount of damages as excessive or inconsistent with Indian public policy or if
judgments are in breach or contrary to Indian law.
Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code of
Civil Procedure, 1908 (“CPC”). India has reciprocal recognition and enforcement of judgments in civil and
commercial matters with a limited number of jurisdictions, which includes, the UK, Singapore, United Arab Emirates
and Hong Kong. A judgment from certain specified courts located in a jurisdiction with reciprocity must meet certain
requirements of the CPC. The U.S. and India do not currently have a treaty providing for reciprocal recognition and
enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money
rendered by any federal or state court in a non-reciprocating territory, such as the U.S., for civil liability, whether or
not predicated solely upon the general laws, including securities laws of the non-reciprocating territory, including U.S.,
would not be enforceable in India under the CPC as a decree of an Indian court. The UK, Singapore, United Arab
Emirates and Hong Kong have been declared by the Government of India to be reciprocating territories for purposes
of Section 44A of the Civil Code. Section 13 of the Civil Code provides that foreign judgments shall be conclusive
regarding any matter directly adjudicated upon between the same parties or parties litigating under the same title,
except (i) where the judgment has not been pronounced by a court of competent jurisdiction, (ii) where the judgment
has not been given on the merits of the case, (iii) where it appears on the face of the proceedings that the judgment is
founded on an incorrect view of international law or refusal to recognise the law of India in cases to which such law
is applicable, (iv) where the proceedings in which the judgment was obtained were opposed to natural justice, (v)
where the judgment has been obtained by fraud or (vi) where the judgment sustains a claim founded on a breach of
any law then in force in India. Under the CPC, a court in India shall, on the production of any document purporting to
be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent
jurisdiction, unless the contrary appears on record. The CPC only permits the enforcement of monetary decrees, not
being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or decrees
from jurisdictions which do not have reciprocal recognition with India cannot be enforced by proceedings in execution
in India. Even if an investor obtained a judgment in such a jurisdiction against us, our officers or directors, it may be
required to institute a new proceeding in India and obtain a decree from an Indian court.
However, the party in whose favour such final judgment is rendered may bring a new suit in a competent court in India
based on a final judgment that has been obtained in the U.S. or other such jurisdiction within three years of obtaining
such final judgment. It is unlikely that an Indian court would award damages on the same basis as a foreign court if an
action is brought in India. Moreover, it is unlikely that an Indian court would award damages to the extent awarded in
a final judgement rendered outside India if it believes that the amount of damages awarded were excessive or
inconsistent with public policy or Indian law. Further, there is no assurance that a suit brought in an Indian court in
relation to a foreign judgment will be disposed of in a timely manner. In addition, any person seeking to enforce a
foreign judgment in India is required to obtain the prior approval of the RBI to repatriate any amount recovered, and
we cannot assure that such approval will be forthcoming within a reasonable period of time, or at all, or that conditions
of such approval would be acceptable. Such an amount may also be subject to income tax in accordance with applicable
law.
66. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS and
U.S. GAAP, which may be material to investors’ assessment of our financial condition.
Our Restated Consolidated Financial Information for Fiscal 2025, Fiscal 2024 and Fiscal 2023 have been derived from
the audited financial statements of our Company as at Fiscal 2025, Fiscal 2024 and Fiscal 2023 prepared in accordance
with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Act read with Companies
59(Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India.
The aforementioned financial statements have been restated in accordance with the SEBI ICDR Regulations and the
ICAI Guidance Note.
Ind AS differs in certain significant respects from Indian GAAP, IFRS, U.S. GAAP and other accounting principles
with which prospective investors may be familiar in other countries. If our financial statement were to be prepared in
accordance with such other accounting principles, our results of operations, cash flows and financial position may be
substantially different. Prospective investors should review the accounting policies applied in the preparation of our
financial statements and consult their own professional advisers for an understanding of the differences between these
accounting principles and those with which they may be more familiar. Any reliance by persons not familiar with
Indian accounting practices, Ind AS, the Companies Act and the SEBI ICDR Regulations, on the financial disclosures
presented in this Red Herring Prospectus should be limited accordingly.
67. We may be affected by competition laws in India, the adverse application or interpretation of which may have an
adverse effect on our business, operations and financial condition.
The Competition Act, 2002 (“Competition Act”), as amended, was enacted for the purpose of preventing practices
that have or are likely to have an adverse effect on competition in India and has mandated the Competition Commission
of India to prevent such practices. Under the Competition Act, any arrangement, understanding or action, whether
formal or informal, which causes or is likely to cause an appreciable adverse effect on competition (“AAEC”) is void
and attracts substantial penalties. Further, any agreement among competitors which, directly or indirectly, involves
determination of purchase or sale prices, limits or controls production, or shares the market by way of geographical
area or number of subscribers in the relevant market is presumed to have an appreciable adverse effect in the relevant
market in India and shall be void. The Competition Act also prohibits abuse of a dominant position by any enterprise.
On March 4, 2011, the Indian central government notified and brought into force the combination regulation (merger
control) provisions under the Competition Act with effect from June 1, 2011. These provisions require acquisitions of
shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset-and turnover-based
thresholds to be mandatorily notified to, and pre-approved by, the CCI. In addition, on May 11, 2011, the CCI issued
the Competition Commission of India (Procedure for Transaction of Business Relating to Combinations) Regulations,
2011, as amended, which sets out the mechanism for implementation of the merger control regime in India.
The Competition (Amendment) Act, 2023 (“Competition Amendment Act”) was notified on April 11, 2023, which
amends the Competition Act and gives the CCI additional powers to prevent practices that harm competition and the
interests of consumers. The Competition Amendment Act, inter alia, modifies the scope of certain factors used to
determine AAEC, reduces the overall time limit for the assessment of combinations by the CCI from 210 days to 150
days and empowers the CCI to impose penalties based on the global turnover of entities, for anti-competitive
agreements and abuse of dominant position.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC in
India. Consequently, all agreements entered into by us could be within the purview of the Competition Act. Further,
the CCI has extraterritorial powers and can investigate any agreements, abusive conduct, or combination occurring
outside India if such agreement, conduct, or combination has an AAEC in India. However, the impact of the provisions
of the Competition Act on the agreements entered by us cannot be predicted with certainty at this stage. We may be
affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any
enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or
prosecution by the CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would
adversely affect our business, results of operations and financial condition.
68. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate
in order to pass costs on to our customers thereby reducing our margins.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has
experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and
increased costs to our business, including increased costs of wages and other expenses. High fluctuations in inflation
rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India
can increase our expenses, which we may not be able to adequately pass on to our customers, whether entirely or in
part, and may adversely affect our business, results of operations, cash flows and financial condition. In particular, we
might not be able to reduce our costs or increase the price of our products to pass the increase in costs on to our
customers. In such case, our business, results of operations, cash flows and financial condition may be adversely
affected. Further, the Government of India has previously initiated economic measures to combat high inflation rates,
and it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels
will not worsen in the future.
60Risks Related to the Offer and Investments in our Equity Shares
69. The determination of the Price Band is based on various factors and assumptions, and the Offer Price of our Equity
Shares may not be indicative of the market price of our Equity Shares after the Offer.
The determination of the Price Band is based on various factors and assumptions and will be determined in accordance
with applicable law and in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be
determined by our Company, in consultation with the BRLMs through the Book Building Process. These will be based
on numerous factors, including factors as described under “Basis for Offer Price” on page 101 and may not be
indicative of the market price for the Equity Shares after the Offer. Further, there can be no assurance that our key
performance indicators (“KPIs”) will improve or become higher than our listed comparable industry peers in the future
or whether we will be able to successfully compete against the listed comparable industry peers in these KPIs in the
future. An inability to improve, maintain or compete, or any reduction in such KPIs in comparison with the listed
comparable industry peers may adversely affect the market price of our Equity Shares. Moreover, there are no standard
methodologies in the industry for the calculations of such KPIs and as a result, the listed comparable industry peers
may calculate and present such financial ratios in a different manner. There can be no assurance that our methodologies
are correct or will not change and accordingly, our position in the market may differ from that presented in this Red
Herring Prospectus.
70. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign
investors, which may adversely affect the trading price of the Equity Shares.
Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents
are freely permitted (subject to compliance with sectoral norms and certain other restrictions), if they comply with the
pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be
transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under any of the
exceptions referred to above, then a prior approval of the RBI will be required. Further, unless specifically restricted,
foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior
approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment.
Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian
income tax authorities. As provided in the foreign exchange controls currently in effect in India, the RBI has provided
that the price at which the Equity Shares are transferred be calculated in accordance with internationally accepted
pricing methodology for the valuation of shares at an arm’s length basis, and a higher (or lower, as applicable) price
per share may not be permitted. We cannot assure investors that any required approval from the RBI or any other
Indian government agency can be obtained on any particular terms, or at all. Further, due to possible delays in obtaining
requisite approvals, investors in the Equity Shares may be prevented from realizing gains during periods of price
increase or limiting losses during periods of price decline. In addition, pursuant to the Press Note No. 3 (2020 Series),
dated April 17, 2020, issued by the DPIIT, which has been incorporated as the proviso to Rule 6(a) of the FEMA Non-
debt Rules, all investments under the foreign direct investment route by entities of a country or where the beneficial
owner of the Equity Shares is situated in or is a citizen of any such country, can only be made through the Government
approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules. While the
term “beneficial owner” is defined under the Prevention of Money-Laundering (Maintenance of Records) Rules, 2005
and the General Financial Rules, 2017, neither the foreign direct investment policy nor the FEMA Rules provide a
definition of the term “beneficial owner”. The interpretation of “beneficial owner” and enforcement of this regulatory
change involves certain uncertainties, which may have an adverse effect on our ability to raise foreign capital. Further,
in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly
or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/purview, such subsequent
change in the beneficial ownership will also require approval of the Government of India. These investment restrictions
shall also apply to subscribers of offshore derivative instruments. Additionally, there is uncertainty regarding the
timeline within which the said approval from the GoI may be obtained, if at all.
71. The Equity Shares have never been publicly traded and the Issue may not result in an active or liquid market for
the Equity Shares. Further, the price of the Equity Shares may be volatile, and the investors may be unable to resell
the Equity Shares at or above the Issue Price, or at all.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the stock
exchanges may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a market for
the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. Our Equity Shares
are expected to trade on NSE and BSE after the Issue, but there can be no assurance that active trading in our Equity
Shares will develop after the Issue, or if such trading develops that it will continue. Investors may not be able to sell
our Equity Shares at the quoted price if there is no active trading in our Equity Shares. There has been significant
volatility in the Indian stock markets in the recent past, and the trading price of our Equity Shares after the Issue could
61fluctuate significantly as a result of market volatility or due to various internal or external risks, including but not
limited to those described in this Red Herring Prospectus. The market price of our Equity Shares may be influenced
by many factors, some of which are beyond our control, including, among others:
• the failure of security analysts to cover the Equity Shares after the Issue, or changes in the estimates of our
performance by analysts;
• the activities of competitors and suppliers;
• future sales of the Equity Shares by us or our Shareholders;
• investor perception of us and the industry in which we operate;
• changes in accounting standards, policies, guidance, interpretations of principles;
• our quarterly or annual earnings or those of our competitors;
• developments affecting fiscal, industrial or environmental regulations; and
• the public’s reaction to our press releases and adverse media reports.
72. Our Equity Shares have never been publicly traded, and, after the Offer, our Equity Shares may experience price
and volume fluctuations, and an active trading market for our Equity Shares may not develop.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the Offer. The Offer Price of our Equity Shares will be determined
in accordance with applicable law and in consultation with the BRLMs, through the Book Building Process. Listing
and quotation do not guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such
market for the Equity Shares. These will be based on numerous factors, some of which are beyond our control,
including factors as described under “Basis for the Offer Price” on page 101 and may not be indicative of the market
price for our Equity Shares after the Offer. The market price of our Equity Shares may be subject to significant
fluctuations in response to, among other factors, variations in our operating results, market conditions specific to the
industry we operate in, developments relating to India, volatility in the Stock Exchanges, securities markets in other
jurisdictions, strategic actions by us or our competitors, variations in the growth rate of financial indicators, variations
in revenue or earnings estimates by research publications and changes in economic, legal and other regulatory factors.
In the past, following periods of volatility in the market price of a company’s securities, shareholders have often
instituted securities class action litigation against that company. If we were involved in a class action suit, it could
divert the attention of management, and, if adversely determined, have an adverse effect on our business, financial
condition, results of operations, cash flows and prospects. In addition, the stock market often experiences price and
volume fluctuations that are unrelated or disproportionate to the operating performance of a particular company. These
broad market fluctuations and industry factors may materially reduce the market price of the Equity Shares, regardless
of our Company’s performance. There is no assurance that investors in our Equity Shares will be able to resell their
Equity Shares at or above the Offer Price.
73. Any future issuance of our Equity Shares or convertible securities or other equity linked instruments by us may
dilute prospective investors’ shareholding, and sales of our Equity Shares by our major shareholders may adversely
affect the trading price of our Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity that we issue, including
a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares, including through the
exercise of employee stock options, may lead to the dilution of investors’ shareholdings in our Company. Any future
issuances of Equity Shares or the disposal of Equity Shares by our major shareholders including our Promoter, or the
perception that such issuance or sales may occur, may adversely affect the trading price of our Equity Shares, which
may lead to other adverse consequences including difficulty in raising capital through offering of our Equity Shares
or incurring additional debt. There can be no assurance that we will not issue further Equity Shares or that the major
Shareholders will not dispose of, pledge or encumber their Equity Shares. Any future issuances could also dilute the
value of your investment in our Equity Shares. In addition, any perception by investors that such issuances or sales
might occur may also affect the market price of our Equity Shares.
74. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have a material adverse
effect on the trading price of, and returns on, our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of
our Equity Shares will be paid in Indian Rupees and subsequently converted into the relevant foreign currency for
62repatriation, if required. Any adverse movement in currency exchange rates during the time that it takes to undertake
such conversion may reduce the net dividend foreign investors receive. In addition, any adverse movement in currency
exchange rates during a delay in repatriating outside India the proceeds from a sale of Equity Shares, for example,
because of a delay in regulatory approvals that may be required for the sale of Equity Shares, may reduce the proceeds
received by Equity Shareholders. For example, the exchange rate between the Rupee and the U.S. dollar has fluctuated
substantially in recent years and may continue to fluctuate substantially in the future, which may have a material
adverse effect on the trading price of our Equity Shares and returns on our Equity Shares, independent of our operating
results.
75. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Bidders are not permitted to
withdraw their Bids after Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid Amount on
submission of the Bid and are not permitted to withdraw or lower their bids (in terms of quantity of equity shares or
the bid amount) at any stage after submitting a bid. Similarly, Retail Individual Bidders can revise or withdraw their
bids at any time during the Bid/Offer Period and until the Bid/Offer Closing Date, but not thereafter. While we are
required to complete all necessary formalities for listing and commencement of trading of our Equity Shares on all
Stock Exchanges where such Equity Shares are proposed to be listed, including Allotment within such period as may
be prescribed by the SEBI, adverse events affecting the investors’ decision to invest in our Equity Shares may arise
between the date of submission of the Bid and Allotment. Therefore, QIBs and Non-Institutional Bidders will not be
able to withdraw or lower their bids following adverse developments in international or national monetary policy,
financial, political or economic conditions, our business, results of operations, cash flows or otherwise at any stage
after the submission of their bids. Our Company may complete the Allotment of our Equity Shares even if such events
occur, and such events limit the Bidders’ ability to sell our Equity Shares Allotted pursuant to the Offer or cause the
trading price of our Equity Shares to decline on listing.
76. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and
thereby suffer future dilution of their ownership position.
Under the Companies Act, a company incorporated in India and having share capital must offer its equity shareholders
pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing
ownership percentages prior to issuance of any new equity shares, unless the pre-emptive rights have been waived by
the adoption of a special resolution by holders of three-fourths of the equity shares voting on such resolution. However,
if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without our filing
an offering document or registration statement with the applicable authority in such jurisdiction, you will be unable to
exercise such pre-emptive rights unless we make such a filing. If we elect not to file a registration statement, the new
securities may be issued to a custodian, who may sell the securities for your benefit. The value such a custodian
receives on the sale of any such securities and the related transaction costs cannot be predicted. To the extent that you
are unable to exercise pre-emptive rights granted in respect of our Equity Shares, your proportional equity interests in
us may be reduced. In addition, we may suffer continued risk of dilution if shareholders pass special resolutions for
preferential issues or take any other similar actions.
77. Investors will not be able to sell any Equity Shares on the Stock Exchange until we receive the appropriate listing
and trading approvals.
The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be
completed before the Equity Shares can be listed and trading in the Equity Shares may commence. The Allotment and
transfer of Equity Shares in this Issue and the credit of such Equity Shares to the applicant’s demat account with
depository participant could take approximately two Working Days from the Bid Closing Date and trading in the
Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges is expected to commence
within three Working Days of the Bid Closing Date. There could be a failure or delay in the listing of the Equity Shares
on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise any delay in commencing trading
in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can be no assurance that
the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence,
within the time periods specified in this risk factor. We may also be required to pay interest at the applicable rates if
allotment is not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed
time periods.
6378. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors.
SEBI and Stock Exchanges in order to enhance market integrity and safeguard interest of investors, have been
introducing various enhanced pre-emptive surveillance measures. The main objective of these measures is to alert and
advice investors to be extra cautious while dealing in these securities and advice market participants to carry out
necessary due diligence while dealing in these securities. Accordingly, SEBI and Stock Exchanges have provided for
(a) GSM on securities where such trading price of such securities does not commensurate with financial health and
fundamentals such as earnings, book value, fixed assets, net-worth, price per equity multiple and market capitalization;
and (b) ASM on securities with surveillance concerns based on objective parameters such as price and volume variation
and volatility. On listing, we may be subject to general market conditions which may include significant price and
volume fluctuations. The price of our Equity Shares may also fluctuate after the Issue due to several factors such as
volatility in the Indian and global securities market, our profitability and performance, performance of our competitors,
changes in the estimates of our performance or any other political or economic factor. The occurrence of any of the
abovementioned factors may trigger the parameters identified by SEBI and the Stock Exchanges for placing securities
under the GSM or ASM framework such as net worth and net fixed assets of securities, high low variation in securities,
client concentration and close to close price variation. In the event our Equity Shares are covered under such pre-
emptive surveillance measures implemented by SEBI and the Stock Exchanges, we may be subject to certain additional
restrictions in relation to trading of our Equity Shares such as limiting trading frequency (for example, trading either
allowed once in a week or a month) or freezing of price on upper side of trading which may have an adverse effect on
the market price of our Equity Shares or may in general cause disruptions in the development of an active market for
and trading of our Equity Shares.
79. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of
corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ
from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be
as extensive and wide spread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may
face challenges in asserting their rights as shareholder of our Company than as a shareholder of an entity in another
jurisdiction.
80. Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on
the value of the Equity Shares, independent of our operating results
Upon listing, the Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of
the Equity Shares will be paid in Indian Rupees and subsequently converted into appropriate foreign currency for
repatriation. In addition, any adverse movement in exchange rates during a delay in repatriating the proceeds from a
sale of Equity Shares outside India, for example, because of a delay in regulatory approvals that may be required for
the sale of Equity Shares, may reduce the net proceeds received by shareholders.
64SECTION III – INTRODUCTION
THE OFFER
The following table summarizes details of the Offer:
Offer of Equity Shares (1) Up to [●] Equity Shares of face value of ₹2 each, aggregating up
to ₹ [●] million
Of which:
Fresh Issue(1) Up to [●] Equity Shares of face value of ₹2 each, aggregating up
to ₹ 4,000.00 million
Offer for Sale(2)(3) Up to 2,550,000 Equity Shares of face value of ₹2 each,
aggregating up to ₹ [●] million
The Offer comprises of:
A) QIB Portion(4)(5)(6) Not more than [●] Equity Shares of face value of ₹2 each
aggregating up to ₹ [●] million
of which:
(i) Anchor Investor Portion(6) Up to [●] Equity Shares of face value of ₹2 each
(ii) Net QIB Portion (assuming Anchor Investor Portion is fully Up to [●] Equity Shares of face value of ₹2 each
subscribed)
of which:
(a) Available for allocation to Mutual Funds only (5% of the Net Up to [●] Equity Shares of face value of ₹2 each
QIB Portion)
(b) Balance of QIB Portion for all QIBs including Mutual Funds Up to [●] Equity Shares of face value of ₹2 each
B) Non-Institutional Portion(4)(5) Not less than [●] Equity Shares of face value of ₹2 each
aggregating up to ₹ [●] million
of which:
(a) One-third available for allocation to Bidders with an application Up to [●] Equity Shares of face value of ₹2 each
size of more than ₹ 0.20 million and up to ₹ 1.00 million
(b) Two-third available for allocation to Bidders with an application Up to [●] Equity Shares of face value of ₹2 each
size of more than ₹ 1.00 million
C) Retail Portion(4)(5) Not less than [●] Equity Shares of face value of ₹2 each
aggregating up to ₹ [●] million
Pre- and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on the date of this Red 97,133,880 Equity Shares of face value of ₹2 each
Herring Prospectus)
Equity Shares outstanding after the Offer* [●] Equity Shares of face value of ₹2 each
Use of Net Proceeds of the Offer See “Objects of the Offer” on page 91 for information about the
use of the Net Proceeds of the Offer. Our Company will not
receive any proceeds from the Offer for Sale.
* To be updated upon finalization of the Offer Price
(1) The Offer has been authorized pursuant to the resolution passed by our Board dated December 4, 2024. The Fresh Issue has been authorized by our
Shareholders by a special resolution dated December 5, 2024. Further, our Board has taken on record the consents of the Selling Shareholders to
participate in the Offer for Sale pursuant to its resolution dated March 25, 2025.
(2) Our Selling Shareholders has confirmed and authorised its participation in the Offer for Sale as set out below:
S. No. Selling Shareholders Offered Shares* Aggregate amount of Date of consent Date of board
Offer for Sale (in ₹ letter resolution
million)
1. Sharad Khandelwal Up to 35,000 Equity Shares of face Up to [●] March 25, 2025 NA
value of ₹ 2 each
2. Vidhi Sharad Up to 35,000 Equity Shares of face Up to [●] March 25, 2025 NA
Khandelwal value of ₹ 2 each
3. Amiable Electronics Up to 2,480,000 Equity Shares of face Up to [●] March 25, 2025 December 11, 2024
Private Limited value of ₹ 2 each
* To be updated at Prospectus stage.
(3) The Equity Shares held by the respective Selling Shareholders and being offered by the Selling Shareholders are eligible to form a part of the Offer for
Sale in terms of the SEBI ICDR Regulations. Each of the Selling Shareholders, severally and not jointly, confirms that the Equity Shares being offered
by it are eligible for being offered for sale pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations. For further details of
authorizations received for the Offer, see “Other Regulatory and Statutory Disclosures” on page 327.
(4) Subject to valid bids being received at or above the Offer Price, under subscription, if any, in any category, except in the QIB Portion, would be allowed
to be met with spill-over from any other category or combination of categories of Bidders, as applicable, at the discretion of our Company, in consultation
with the BRLMs and the Designated Stock Exchange, subject to applicable laws. Further, unsubscribed portion in either of the sub-categories in the Non-
Institutional Portion may be allocated to applicants in the other sub-category of Non-Institutional Bidders. Undersubscription in the Offer, if any, subject
to receiving minimum subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957,
the Allotment for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. For further details, see “Offer
Structure” on page 348.
65(5) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Investors and Retail Individual Investors, shall be made on a
proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to each Retail Individual Investors shall not be less than
the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining available Equity Shares, if any, shall be allocated
on a proportionate basis. Not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors of which one-third of the Non-
Institutional Portion will be available for allocation to Bidders with an application size of more than ₹ 0.20 million and up to ₹ 1.00 million and two-
thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹ 1.00 million and under-
subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional
Portion. The allocation to each Non-Institutional Investors shall not be less than the minimum application size, subject to availability of Equity Shares
in the Non-Institutional Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis.
(6) Our Company, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with
the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the Equity Shares allocated to Anchor Investors One-third of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investors Allocation Price. In case of under-subscription or non- Allotment in the Anchor Investor Portion, the remaining Equity Shares will be added
back to the Net QIB Portion Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the
remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors, including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. In the event the aggregate demand from Mutual Funds is less than as
specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated
proportionately to the QIB Bidders (other than the Anchor Investors) in proportion to their Bids. In the event of under-subscription, or non-allocation in
the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. For further information, see “Offer Procedure” on page
351
For further details including in relation to grounds for rejection of Bids, see “Offer Structure”, “Offer Procedure” and “Terms
of the Offer” on pages 348, 351 and 341.
66SUMMARY FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from the Restated Consolidated Financial Information
as at for Fiscal 2025, Fiscal 2024 and Fiscal 2023.
The Restated Consolidated Financial Information referred to above are presented under “Financial Information” on page 238.
The summary financial information presented below should be read in conjunction with “Restated Consolidated Financial
Information” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 238 and
292, respectively.
[The remainder of this page has intentionally been left blank]
67Restated Consolidated Statement of Assets and Liabilities
(₹ in million, unless otherwise stated)
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
ASSETS
(A) Non-current assets
a) Property, plant and equipment 350.14 312.90 78.86
b) Capital work in progress - - 6.99
c) Right-of-use assets 62.97 94.88 87.90
(i) Other financial assets 30.89 81.86 30.56
e) Deferred tax assets - - 2.13
f) Other non-current assets 1.34 1.49 1.99
445.34 491.13 208.43
(B) Current assets
a) Inventory 4,865.66 3,142.62 1,349.96
b) Financial assets
(i) Investments - 70.12 -
(ii) Trade receivables 676.16 1,169.06 911.44
(ii) Cash and cash equivalents 50.51 49.92 20.60
(iii) Bank balances other than cash and cash equivalents 557.30 629.13 253.70
c) Current Tax Assets (Net) - 9.68 11.29
d) Other current assets 599.64 296.57 99.61
6,749.27 5,367.10 2,646.59
Total assets 7,194.61 5,858.24 2,855.02
EQUITY AND LIABILITIES
Equity
a) Equity share capital 194.27 0.39 0.39
b) Other equity 2,070.28 1,631.02 1,115.56
Equity attributable to owners of the Holding company 2,264.55 1,631.41 1,115.95
Non controlling interest 6.74 4.39 2.32
Total equity 2,271.29 1,635.80 1,118.26
Liabilities
Non-current liabilities
a) Financial liabilities
(i) Borrowings 727.99 81.77 131.31
(ii) Lease liabilities 29.14 67.92 65.21
b) Provisions 8.67 4.07 1.62
c) Deferred Tax Liabilities 18.82 8.96 -
784.62 162.73 198.14
Current liabilities
a) Financial liabilities
(i) Borrowings 3,615.58 3,096.33 1,006.24
(ii) Lease liabilities 39.54 26.36 18.43
(iii) Trade payables
(a) total outstanding dues of micro and small enterprises 8.85 - -
(b) total outstanding dues other than micro and small enterprises 258.32 841.16 104.05
(iv) Other Liabilities 125.64 45.22 382.67
b) Provisions 59.45 44.53 20.74
c) Current Tax Liability (Net) 23.39 - -
d) Other current liabilities 7.94 6.11 6.48
4,138.70 4,059.71 1,538.61
Total liabilities 4,923.32 4,222.44 1,736.75
Total Equity and liabilities 7,194.61 5,858.24 2,855.02
68Restated Consolidated Statement of Profit and Loss
(₹ in million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
I Revenue
Income
Revenue from Operations 14,111.10 11,381.38 6,595.42
Other income 92.56 56.59 32.44
Total income (I) 14,203.67 11,437.97 6,627.86
II Expenses
Direct cost 13,309.47 11,772.53 5,806.54
Changes in Inventory of Finished Goods (1,723.04) (1,792.67) (222.56)
Employee benefits expense 771.11 355.94 196.16
Finance costs 383.50 239.27 118.41
Depreciation and amortisation expenses 94.51 36.54 27.80
Other expenses 584.68 253.13 347.32
Total expenses (II) 13,420.23 10,864.74 6,273.67
III Restated Profit Before exceptional items & taxes 783.43 573.23 354.19
IV Restated Profit Before taxes 783.43 573.23 354.19
(i) Current tax 72.93 39.10 30.00
(ii) Deferred tax 9.86 11.08 (0.09)
(iii)Short/(Excess) Provisions of Income Tax of earlier years 10.31 - -
Total tax expenses 93.10 50.18 29.91
V Restated Profit for the year 690.33 523.05 324.28
VI Restated Other comprehensive income
Items that will not be reclassified to profit or loss
- Re-measurement gains/(losses) on defined benefit plans 0.79 0.42 (0.27)
Foreign Exchange difference on Translation of Foreign operations 6.37 (5.93) (0.69)
Total Restated comprehensive income for the year 7.15 (5.51) (0.96)
Restated comprehensive income for the year 697.48 517.54 323.32
Restated Net Profit Attributable to:
Owners of the company 688.31 521.38 323.28
Non-Controlling interest 2.02 1.67 1.00
Restated Other Comprehensive Income Attributable to:
Owners of the company 7.13 (5.49) (0.96)
Non-Controlling interest 0.03 (0.02) (0.00)
Restated Total Comprehensive Income Attributable to:
Owners of the company 695.44 515.47 322.32
Non-Controlling interest 2.04 2.07 0.99
Restated Earnings per equity share (in INR) face value INR 2 each attributable to equity
shareholders of the present) (Refer Note 34)
(1) Basic 7.09 5.37 3.33
(2) Diluted 7.09 5.37 3.33
69Restated Consolidated Statement of Cash flows
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
A OPERATING ACTIVITIES
Profit before tax 783.43 573.23 354.19
Adjustment for:-
Depreciation and amortization 94.51 36.54 27.80
Fair value gain on shares and mutual funds-unrealised (3.83) (2.62) -
Interest Expenses 383.50 239.27 118.41
Interest income (52.11) (26.95) (12.03)
Foreign exchange translation reserve 6.40 (5.93) (0.69)
Re-measurement gains/(losses) on defined benefit plans 0.79 0.42 (0.27)
Operating profit/(loss) before working capital changes 1,212.69 813.95 487.41
Working capital adjustments:
(Increase)/Decrease in Inventories (1,723.04) (1,792.67) (222.56)
Increase/(Decrease) in Working Capital Loan (WCL) 1,037.05 2,070.62 443.13
(Increase)/Decrease in trade receivables 492.90 (257.62) (489.61)
(Increase)/Decrease in Financial & Other current assets (251.94) (236.68) (40.66)
Increase/(Decrease) in current and non current provisions 19.51 23.79 13.03
Increase/(Decrease) in trade payables (573.99) 737.11 (9.67)
(Increase)/Decrease in Current Tax Assets (Net) 9.68 1.61 (11.28)
Increase/(Decrease) in Current Tax Liability (Net) 23.39 - (2.63)
Increase/(Decrease) in Financial and other Current liabilities 82.25 (335.37) 112.35
Cash generated from/(used in) operations 328.49 1,024.75 279.51
Income tax paid (net of refunds) (83.24) (50.18) (29.91)
Net Cash flow generated from/(used in) operating activities (i) 245.25 974.57 249.59
B INVESTING ACTIVITIES
Purchase of property, plant and equipment, intangible assets including Capital work in (99.91) (240.28) (23.18)
progress
Interest Income 52.11 26.95 12.03
Short Term Capital Gain
Investment in mutual funds 73.96 (67.50)
Net Cash used in Investing activities (ii) 26.15 (280.83) (11.15)
C FINANCING ACTIVITIES
Proceeds from Long term Borrowings 230.70 0.00 3.65
Repayment of Long term Borrowings (102.29) (30.07) (40.05)
Payment of Lease Liabilities (25.52) (19.64) (20.88)
Proceeds from issue of equity shares 0.05
Finance charges paid (383.50) (239.27) (118.41)
Payment of IPO Charges (62.02)
Net Cash generated from financing activities (iii) (342.64) (288.98) (175.65)
D Net increase/(decrease) in cash and cash equivalents (i+ii+iii) (71.24) 404.76 62.80
Cash and cash equivalents at the beginning of the year 679.05 274.29 211.49
Cash and cash equivalents at the end of the year 607.81 679.05 274.29
Notes to the Cash Flow Statement
The accompanying notes form an integral part of the financial statements.
As per our report of even date attached
Cash and Cash Equivalent Comprises of
Cash on Hand 1.59 1.96 2.35
Balance In Current account 48.92 47.96 18.25
Bank balances other than cash and cash equivalents 557.30 629.13 253.70
Cash and Cash Equivalent in Cash Flow Statement 607.81 679.05 274.29
70GENERAL INFORMATION
Registered and Corporate Office of our Company
GNG Electronics Limited
Unit No. 415, Hubtown Solaris,
N.S. Phadke Marg, Andheri (East),
Mumbai - 400069, Maharashtra, India.
Telephone: +91 22 3123 6588
Website: www.electronicsbazaar.com
For details of change in our registered office, see “History and Certain Corporate Matters – Change in the registered office of
our Company” on page 203.
Company registration number and corporate identity number
(a) Registration number: 165194
(b) Corporate identity number: U72900MH2006PLC165194
Address of the RoC
Our Company is registered with the Registrar of Companies, Maharashtra at Mumbai which is situated at the following address:
Registrar of Companies, Maharashtra at Mumbai
100, Everest, Marine Drive
Mumbai 400 – 002
Maharashtra, India
Board of Directors
The following table sets out the brief details of our Board as on the date of this Red Herring Prospectus:
Name Designation DIN Address
Sharad Managing Director 03282602 A/304, Akruti Nova, Andheri East, Opposite Telli Gali, Mumbai –
Khandelwal 400069, Maharashtra, India.
Vidhi Sharad Non-Executive Director 03285189 A/304, Akruti Nova, Andheri East, Opposite Telli Gali, Mumbai –
Khandelwal 400069, Maharashtra, India.
Ajay Pancholi Non-Executive Non- 05168823 B-5301, Raheja Imperia 1 Shankar Rao Naram Path Opp World Tower
Independent Director BMC Parking Gate Worli, Lower Parel Mumbai – 400013, Maharashtra,
India.
Amit Midha Non-Executive Non- 09344884 House 11 Ardmore Park 29-01 Tower 2, Ardmore Park Luxury Apts.
Independent Director Singapore – 259957.
Sheetalkumar Dak Independent Director 00017579 Oberoi Eternia, C-2806, 28th Floor, LBS Road, Near Johson and Johnson
Garden, Mulund (West), Mumbai - 400 080, Maharashtra, India.
Rinku Vikas Arora Chairperson and Independent 01881530 Flat no 705, Raheja Crest 1, Andheri Link Road, Behind Infiniti Mall
Director Andheri West, Azad Nagar, Mumbai – 400053.
For further details of our Board of Directors, see “Our Management – Board of Directors” on page 215.
Company Secretary and Compliance Officer
Sarita Tufani Vishwakarma is our Company Secretary and Compliance Officer. Her contact details are as set forth below:
Unit No. 415, Hubtown Solaris,
N.S. Phadke Marg, Andheri (East),
Mumbai - 400069, Maharashtra, India
Telephone: + 91 22 3123 6588
E-mail: compliance@electronicsbazaar.com
Investor grievances
Bidders may contact the Company Secretary and Compliance Officer, BRLMs or the Registrar to the Offer in case of any pre-
Offer or post-Offer related queries, grievances and for redressal of complaints including non-receipt of letters of Allotment,
71non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds
by electronic mode.
All Offer-related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to
the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted, giving full details such as
name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, UPI ID, PAN, address of
Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was
blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum
Application Form and the name and address of the relevant Designated Intermediary(ies) where the Bid was submitted. Further,
the Bidder shall enclose a copy of the Acknowledgment Slip or provide the application number received from the Designated
Intermediary(ies) in addition to the documents or information mentioned hereinabove. All grievances relating to Bids submitted
through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar
to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA
Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as
the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of the
Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form and the name and address of the BRLMs where the Anchor Investor
Application Form was submitted by the Anchor Investor.
Book Running Lead Managers
Motilal Oswal Investment Advisors Limited IIFL Capital Services Limited
Motilal Oswal Tower, Rahimtullah, Sayani Road, (formerly known as IIFL Securities Limited)
Opposite Parel ST Depot, Prabhadevi, 24th Floor, One Lodha
Mumbai 400 025, Place Senapati Bapat Marg,
Maharashtra, India Lower Parel (W) Mumbai – 400 013
Telephone: +91 22 7193 4380 Maharashtra, India
Email: gngelectronics.ipo@motilaloswal.com Telephone: +91 22 4646 4728
Website: www.motilaloswalgroup.com Email: gngelectronics.ipo@iiflcap.com
Investor grievance E-mail: Website: www.iiflcap.com
moiaplredressal@motilaloswal.com Investor grievance E-mail: ig.ib@iifcap.com
Contact person: Ritu Sharma/ Ronak Shah Contact person: Dhruv Bhavsar / Pawan Kumar Jain
SEBI registration no.: INM000011005 SEBI registration no.: INM000012029
JM Financial Limited
7th Floor, Cnergy,
Appasaheb Marathe Marg,
Prabhadevi, Mumbai – 400 025
Maharashtra, India
Telephone: +91 22 6630 3030
Email: gngelectronics.ipo@jmfl.com
Website: www.jmfl.com
Investor grievance E-mail: grievance.ibd@jmfl.com
Contact person: Prachee Dhuri
SEBI registration no.: INM000010361
Statement of inter-se allocation of responsibilities among the BRLMs
The responsibilities and coordination by the BRLMs for various activities in the Offer are as follows:
Sr Activity Responsibility Co-
No. ordination
1. Capital structuring, positioning strategy, due diligence of our Company including its All BRLMs MO
operations/management, legal etc. Drafting and design of the Draft Red Herring Prospectus,
this Red Herring Prospectus, the Prospectus, abridged prospectus and application form. The
BRLMs shall ensure compliance with the SEBI ICDR Regulations and stipulated requirements
and completion of prescribed formalities with the Stock Exchanges, RoC and SEBI and RoC
filings and follow up and coordination till final approval from all regulatory authorities.
2. Drafting and approval of statutory advertisements All BRLMs MO
3. Drafting and approval of all publicity material other than statutory advertisement as mentioned All BRLMs JM Financial
above including corporate advertising, brochure, etc. and filing of media compliance report.
72Sr Activity Responsibility Co-
No. ordination
4. Appointment of intermediaries –Registrar to the Issue, advertising agency, printers to the Issue All BRLMs MO
including co-ordination for agreements to be entered into with such intermediaries.
5. Appointment of intermediaries – Bankers to the Issue, Monitoring Agency, Sponsor Banks, and All BRLMs IIFL
other intermediaries including co-ordination for agreements to be entered into with such
intermediaries.
6. Preparation of road show marketing presentation and frequently asked questions All BRLMs JM Financial
7. International institutional marketing of the Issue, which will cover, inter alia: All BRLMs JM Financial
• Institutional marketing strategy;
• Finalizing the list and division of international investors for one-to-one meetings; and
• Finalizing international road show and investor meeting schedule
8. Domestic institutional marketing of the Issue, which will cover, inter alia: All BRLMs MO
• Institutional marketing strategy;
• Finalizing the list and division of domestic investors for one-to-one meetings; and
• Finalizing domestic road show and investor meeting Schedule
9. Retail - non-institutional marketing of the Issue, which will cover, inter alia: All BRLMs IIFL
• Finalising media, marketing, public relations strategy and publicity
• Budget including list of frequently asked questions at retail road shows
• Finalising collection centres
• Finalising application form
• Finalising centres for holding conferences for brokers etc.
• Follow - up on distribution of publicity; and
• Issue material including form, Red Herring Prospectus/ Prospectus and deciding on
the quantum of the Issue material
10. Managing the book and finalization of pricing in consultation with the Company All BRLMs JM Financial
11. Coordination with Stock Exchanges for book building software, bidding terminals, mock All BRLMs JM Financial
trading, anchor coordination, anchor CAN and intimation of anchor allocation.
12. Post bidding activities including management of escrow accounts, coordinate non-institutional All BRLMs IIFL
allocation, coordination with registrar, SCSBs and Bank to the Issue, intimation of allocation
and dispatch of refund to bidders, etc.
Post-Issue activities, which shall involve essential follow-up steps including allocation to
Anchor Investors, follow-up with Bankers to the Issue and SCSBs to get quick estimates of
collection and advising our Company about the closure of the Issue, based on correct figures,
finalisation of the basis of allotment or weeding out of multiple applications, listing of
instruments, dispatch of certificates or demat credit and refunds and coordination with various
agencies connected with the post-issue activity such as registrar to the Issue,
Bankers to the Issue, SCSBs including responsibility for underwriting arrangements, as
applicable.
Co-ordination with SEBI and Stock Exchanges for submission of all post Issue reports including
the post Issue report to SEBI.
Syndicate Members
Motilal Oswal Financial Services Limited
Motilal Oswal Tower, Rahimtullah, Sayani Road,
Opposite Parel ST Depot, Prabhadevi
Mumbai – 400 025
Maharashtra, India
Telephone: +91 22 7193 4200 / +91 22 7193 4263
Contact Person: Santosh Patil
Website: www.motilaloswalgroup.com
Email: ipo@motilaloswal.com; santosh.patil@motilaloswal.com
JM Financial Services Limited
Ground Floor, 2, 3 & 4, Kamanwala Chambers
Sir P.M. Road
Fort, Mumbai – 400 001
Maharashtra, India
Telephone: +91 22 6136 3400
Contact Person: TN Kumar/ Sona Varghese
Website: www.jmfinancialservices.in
Email: tn.kumar@jmfl.com/ sona.verghese@jmfl.com
Legal Counsel to our Company as to Indian Law
73Trilegal
One World Centre, 10th Floor,
Tower 2A & 2B, Senapati Bapat Marg,
Lower Parel (West), Mumbai - 400 013
Maharashtra, India
Telephone: +91 22 4079 1000
Registrar to the Offer
Bigshare Services Private Limited
Office No. S6-2, 6th Floor, Pinnacle Business Park,
Mahakali Caves Road, Next to Ahura Centre,
Andheri (East), Mumbai – 400 093
Maharashtra, India
Telephone: +91 22 62638200
E-mail: ipo@bigshareonline.com
Investor grievance E-mail: investor@bigshareonline.com
Website: www.bigshareonline.com
Contact Person: Vinayak Morbale
SEBI Registration No.: INR000001385
Bankers to the Offer
Escrow Collection Bank, Refund Bank and Sponsor Bank
Axis Bank Limited
Ground Foor, Bengal Chemical,
Prabhadevi, Worli,
Mumbai -400025
Maharashtra, India
Telephone: 9167000601
Contact Person: Sumit Tolani
Website: www.axisbank.com
E-mail: worli.branchhead@axisbank.com
Public Offer Account Bank and Sponsor Bank
HDFC Bank Limited
HDFC Bank Limited, FIG-OPS Department – Lodha,
I Think Techno Campus, O-3 Level,
Next to Kanjurmarg Railway Station,
Kanjurmarg (East),
Mumbai – 400042
Maharashtra, India
Telephone: +91 022-30752914 / 28 / 29
Contact Person – Eric Bacha/ Sachin Gawde/ Pravin Teli/ Siddharth Jadhav/ Tushar Gavankar
Website: www.hdfcbank.com
Email ID – Siddharth.jadhav@hdfcbank.com/ Sachin.gawde@hdfcbank.com/ eric.bacha@hdfcbank.com/
tushar.gavankar@hdfcbank.com/ pravin.teli2@hdfcbank.com
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by
SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI Bidders), not
Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application
Forms, is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such
other websites as may be prescribed by SEBI from time to time.
Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of Bidders (other
than RIIs) is provided on the website of SEBI at
74https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be updated from time to
time or at such other website as may be prescribed by SEBI from time to time.
Details of nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at www.sebi.gov.in.
Eligible SCSBs and mobile applications enabled for UPI Mechanism
In accordance with SEBI ICDR Master Circular and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019 read with other applicable UPI Circulars, UPI Bidders each applicable to the extent not rescinded by the SEBI ICDR
Master Circular in relation to the SEBI ICDR Regulations, bidding using the UPI Mechanism may only apply through the
SCSBs and mobile applications using the UPI handles specified on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated from time to
time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted to a member of the Syndicate, the list of branches
of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms
from the members of the Syndicate is available on the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, as updated from time to time or any such
other website as may be prescribed by SEBI from time to time. For more information on such branches collecting Bid cum
Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35 or any such other website as may be
prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e., through the Registered
Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms, including details such as
postal address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at www.bseindia.com
and www.nseindia.com, as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as their name and
contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and www.nseindia.com/products/content/equities/
ipos/asba_procedures.htm, respectively, as updated from time to time.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received the written consent dated July 17, 2025 from M/s. Shankarlal Jain & Associates LLP, Chartered
Accountants, the Statutory Auditors of our Company to include their name as required under section 26 (5) of the Companies
Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an “expert” as defined under section 2(38)
of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination
report dated July 6, 2025 on the Restated Consolidated Financial Information; and (ii) the report dated July 7, 2025 on the
statement of special tax benefits available to our Company, its shareholders and the Material Subsidiary under the direct and
indirect tax laws in India and in United Arab Emirates (in case of the Material Subsidiary), included in this Red Herring
Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert”
and “consent” does not represent an “expert” or “consent” within the meaning under the U.S. Securities Act.
Our Company has received a written consent dated March 24, 2025 from the Practising Company Secretary, namely, M/s
Nishant Bajaj & Associates, Company Secretaries having the membership number F12990, to include their name as required
under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations in this Red Herring Prospectus and as an
75‘expert’ as defined under Section 2(38) of Companies Act, 2013, in respect of certificate issued by them in their capacity as the
independent practising company secretary to our Company, and such consent has not been withdrawn as on the date of this Red
Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.
Statutory Auditor to our Company
Shankarlal Jain & Associates LLP
12, Engineer Building, 265,
Princess Street, Above Parsi Dairy,
Mumbai 400 002
Maharashtra, India
E-mail: info@sljainindia.com
Telephone: +91 22 2203 6623
Firm registration number: 109901W/W100082
Peer review number: 020760
Changes in Auditors
There has been no change in our statutory auditors in the three years preceding the date of this Red Herring Prospectus.
Bankers to our Company
Axis Bank Limited DBS Bank India Limited
MWBC, Mittal Tower, Unit No. 6, Kanakia Wallstreet, Andheri Kurla Road,
A Wing, First Floor, Nariman Point, Chakala, Andheri East, Mumbai – 400093
Mumbai - 400021 Contact person: Sandeepkumar Chauhan
Contact person: Onkar Phule Telephone number: + 91 9322515370
Telephone: +91 9970314964 E-mail: sandeepkumarc1@dbs.com
E-mail: onkar.phule@axisbank.com Website: www.dbs.com
Website: www.axisbank.com
HDFC Bank Limited ICICI Bank Limited
Manekji Wadia Bldg, 2nd Floor, ICICI Bank Towers, Bandra Kurla Complex,
Nanik Motwani Marg, Off M.G. Road, Bandra (East), Mumbai - 400051,
Fort, Mumbai - 400001 Maharashtra, India.
Contact person: Hardik Delwari Contact person: Samrat Mazumdar
Telephone: +91 9137877448 Telephone number: + 91 9674747057
E-mail: hardik.delwari@hdfcbank.com E-mail: samrat.mazumdar@icicibank.com
Website: www.hdfcbank.com Website: www.icicibank.com
IDFC First Bank Limited Kotak Mahindra Bank Limited
No C-62, Vibgyor Towers, 27BKC, C 27, G Block, Bandra Kurla Complex,
Ground Floor, G-Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400051
Bandra, Mumbai – 400051 Contact person: Santosh Gupta
Contact person: Ritesh Gupta, Mahesh Bansal Telephone number: +91-8169146184
Telephone: +91 22713 26376 E-mail: santosh.gupta3@kotak.com
E-mail: ritesh.gupta@idfcfirstbank.com, Website: www.kotak.com
mahesh.bansal@idfcfirstbank.com
Website: www.idfcfirstbank.com
The Federal Bank Limited
The Federal Bank Limited, 5th Floor,
C Wing, Laxmi Towers, Bandra Kurla Complex,
Mumbai - 400051
Contact person: Yatin Samel
Telephone: 022 61748781
E-mail: yatin@federalbank.co.in
Website: www.federalbank.co.in
Grading of the Offer
No credit rating agency registered with SEBI has been appointed for obtaining grading for the Offer.
76Appraising Entity
No appraising entity has been appointed in relation to the Offer.
Monitoring Agency
As the size of the Fresh Issue exceeds ₹ 1,000.00 million, our Company has appointed CARE Ratings Limited, a credit rating
agency registered with SEBI as a monitoring agency to monitor the utilisation of the Gross Proceeds, in accordance with
Regulation 41 of the SEBI ICDR Regulations, prior to the filing of this Red Herring Prospectus with the RoC. For details in
relation to the proposed utilisation of the Gross Proceeds, see “Objects of the Offer” on page 91.
CARE Ratings Limited
4th Floor, Godrej Coliseum
Somaiya Hospital Road
Off Eastern Express Highway
Sion (East)
Mumbai – 400 022, Maharashtra, India
Telephone: +91 22 6754 3456
Email: Nikhil.Soni@careedge.in
Website: www.careratings.com
Contact person: Nikhil Soni
SEBI registration number: IN/CRA/004/1999
Credit Rating
As the Offer is of Equity Shares, credit rating is not required.
Debenture Trustee
As the Offer is of Equity Shares, the appointment of trustee is not required.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Filing of this Red Herring Prospectus
A copy of this Red Herring Prospectus has been filed through SEBI’s online intermediary portal at https://siportal.sebi.gov.in,
as specified in Regulation 25(8) of the SEBI ICDR Regulations and in accordance with SEBI ICDR Master Circular. It will
also be filed at the following address:
Securities and Exchange Board of India
Corporation Finance Department Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (E)
Mumbai – 400 051, Maharashtra, India
A copy of this Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32
of the Companies Act, have been filed with the RoC at its office and a copy of the Prospectus to be filed under Section 26 of
the Companies Act, 2013 would be filed with the RoC at its office, and through the electronic portal.
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of this Red
Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and the
minimum Bid Lot will be decided by our Company, in consultation with the BRLMs, and will be advertised in all editions of
Business Standard (a widely circulated English national daily newspaper), all editions of Business Standard (a widely circulated
Hindi national daily newspaper) and Mumbai editions of Navshakti (a widely circulated Marathi newspaper, Marathi being the
regional language of Maharashtra, where our Registered Office is located), at least two Working Days prior to the Bid/Offer
Opening Date and shall be made available to the Stock Exchanges for the purposes of uploading on their respective websites.
Pursuant to the Book Building Process, the Offer Price shall be determined by our Company, in consultation with the BRLMs,
after the Bid/Offer Closing Date. For details, see “Offer Procedure” on page 351. All Bidders other than Anchor Investors shall
only participate through the ASBA process by providing the details of their respective ASBA Account in which the
corresponding Bid Amount will be blocked by the SCSBs or in the case of UPI Bidders, by using the UPI Mechanism. In
77addition to this, the Retail Individual Investors shall participate through the ASBA process by providing the details of their
respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs or by using the UPI
Mechanism. Non-Institutional Investors with an application size of up to ₹ 0.50 million shall use the UPI Mechanism and shall
also provide their UPI ID in the Bid cum Application Form submitted with Syndicate Members, Registered Brokers, Collecting
Depository Participants and Registrar and Share Transfer Agents. Anchor Investors are not permitted to participate in the Offer
through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or lower
the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Investors
can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing Date. Further, Anchor
Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs (other than Anchor Investors)
will be on a proportionate basis while allocation to Anchor Investors will be on a discretionary basis.
For further details, see “Terms of the Offer” and “Offer Procedure” on pages 341 and 351, respectively.
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this
Offer. Each of the Selling Shareholders has, severally and not jointly, specifically confirmed that it will comply with the
SEBI ICDR Regulations and any other directions issued by SEBI, as applicable to it, in relation to its portion of the
Offered Shares. In this regard, our Company and the Selling Shareholders have appointed the Book Running Lead
Managers to manage this Offer and procure Bids for this Offer.
The Book Building Process under the SEBI ICDR Regulations and the Bidding process are subject to change from time
to time, and the Bidders are advised to make their own judgment about investment through the aforesaid processes
prior to submitting a Bid in the Offer.
Bidders should note that the Offer is also subject to (i) filing of the Prospectus by our Company with the RoC; and (ii)
our Company obtaining final listing and trading approvals from the Stock Exchanges, which our Company shall apply
for after Allotment.
For further details on the method and procedure for Bidding, see “Offer Procedure” and “Offer Structure” on pages 351 and
348 respectively.
Underwriting Agreement
After the determination of the Offer Price and allocation of Equity Shares but prior to the filing of the Prospectus with the RoC,
our Company, the Selling Shareholders will enter into an Underwriting Agreement with the Underwriters and the Registrar to
the Offer for the Equity Shares proposed to be offered through the Offer. The extent of underwriting obligations and the Bids
to be underwritten by each BRLM shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting
Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions to closing, as specified
therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the following number
of Equity Shares:
(The Underwriting Agreement has not been executed as on the date of this Red Herring Prospectus. This portion has been
intentionally left blank and will be filled in before filing of the Prospectus with the RoC)
(₹ in million)
Name, address, telephone and e-mail address of the Indicative Number of Equity Shares of face Amount
Underwriters value of ₹2 each to be Underwritten Underwritten
[●] [●] [●]
[●] [●] [●]
The above-mentioned underwriting commitment is indicative and will be finalized after determination of the Offer Price and
Basis of Allotment and will be subject to the provisions of the SEBI ICDR Regulations.
In the opinion of our Board of Directors, the resources of the abovementioned Underwriters are sufficient to enable them to
discharge their respective underwriting obligations in full. The Underwriters are registered with the SEBI under Section 12(1)
of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board at its meeting held on [●], has accepted and
entered into the Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in the
table above. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect
to Equity Shares allocated to Bidders procured by them.
78Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the BRLMs will be responsible for
bringing in the amount devolved in the event that the Syndicate Members do not fulfil their underwriting obligations.
79CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Red Herring Prospectus, is set forth below.
(in ₹, except share data)
S. Particulars Aggregate nominal value Aggregate value at Offer Price*
No.
A) AUTHORISED SHARE CAPITAL(1)
125,000,000 Equity Shares of face value of ₹ 2 each 250,000,000 -
Total 250,000,000
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
97,133,880 Equity Shares of face value of ₹ 2 each 194,267,760 -
C) PRESENT OFFER(2)
Offer of up to [●] Equity Shares of face value of ₹ 2 each [●] [●]
aggregating up to ₹ [●] million
Of which
Fresh Issue of up to [●] Equity Shares of face value of ₹ 2 [●] [●]
each aggregating up to ₹ 4,000.00 million
Offer for Sale of up to 2,550,000 Equity Shares of face value [●] [●]
of ₹ 2 each aggregating up to ₹ [●] million(3)
E) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER*
[●] Equity Shares of face value of ₹ 2 each [●] [●]
F) SECURITIES PREMIUM ACCOUNT
Before the Offer 177,787,048
After the Offer* [●]
*To be updated upon finalisation of the Offer Price, and subject to Basis of Allotment.
(1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see “History and Certain Corporate Matters
– Amendments to the Memorandum of Association” on page 203.
(2) The Offer has been approved by our Board pursuant to the resolution passed at its meeting held on December 4, 2024, and our Shareholders have
authorized the Fresh Issue pursuant to a special resolution passed at their meeting held on December 5, 2024. Further, the Selling Shareholders have
consented to participate in the Offer for Sale pursuant to their consent letters and our Board has taken on record the approval for the Offer for Sale by
the Selling Shareholders pursuant to its resolution dated March 25, 2025.
(3) The Selling Shareholders confirm that the Equity Shares being offered by them are eligible for being offered for sale pursuant to the Offer in terms of
Regulation 8 of the SEBI ICDR Regulations.
Notes to Capital Structure
1. Equity Share capital history of our Company
(a) The following table sets forth the history of the Equity Share capital of our Company:
Date of allotment Nature of Details of Number Face Offer price Nature of Cumulative Cumulative
allotment allottees/ of equity value per equity consideration number of paid-up
shareholders shares per share equity shares Equity share
and equity allotted Equity (₹) capital (₹)
shares Share
allotted (₹)
October 19, 2006^ Initial Allotment of 10,000 10 10.00 Cash 10,000 100,000
subscription to 5,000 equity
the shares to
Memorandum of Sharad
Association Khandelwal
and 5,000
equity shares to
Vidhi Sharad
Khandelwal
March 31, 2015 Rights issue Allotment of 4,348 10 2,300.00 Cash 14,348 143,480
2,174 equity
shares to
Sharad
Khandelwal
and 2,174
equity shares to
80Date of allotment Nature of Details of Number Face Offer price Nature of Cumulative Cumulative
allotment allottees/ of equity value per equity consideration number of paid-up
shareholders shares per share equity shares Equity share
and equity allotted Equity (₹) capital (₹)
shares Share
allotted (₹)
Vidhi Sharad
Khandelwal
October 4, 2019 Rights issue Allotment of 198 10 63,104.75 Cash 14,546 145,460
198 equity
shares to Vivek
Khandelwal.
December 27, 2019 Rights issue Allotment of 79 1,269 10 63,104.75 Cash 15,815 158,150
equity shares to
Vivek
Khandelwal
1,190 equity
shares to Amit
Midha
February 20, 2020 Preferential Allotment of 22,216 10 8,694.00 Other than 38,031 380,310
allotment 22,216 equity cash*
shares to
Amiable
Electronics
Private Limited
March 31, 2022 Rights issue Allotment of 745 10 102,257.00 Cash 38,776 387,760
745 equity
shares to Amit
Midha
Pursuant to a resolution passed by our Board dated December 3, 2024 and a resolution passed by our Shareholders dated December 3, 2024,
the face value of the equity shares was split from ₹ 10 per equity share to ₹ 2 per Equity Share. Accordingly, an aggregate of 38,776 issued
and paid-up equity shares of ₹ 10 each were split into 193,880 Equity Shares of face value ₹ 2 each.
December 5, 2024 Bonus issue in 17,930,000 96,940,000 2 - N.A. 97,133,880 194,267,760
the ratio of 500 Equity Shares
Equity Shares for were allotted to
every one Equity Sharad
Share held Khandelwal,
17,935,000
Equity Shares
were allotted to
Vidhi Sharad
Khandelwal,
55,540,000
Equity Shares
were allotted to
Amiable
Electronics
Private
Limited,
692,500 Equity
Shares were
allotted to
Vivek
Khandelwal,
4,837,500
Equity Shares
were allotted to
Amit Midha,
2,500 Equity
Shares were
allotted to
Pramila
Khandelwal
and 2,500
Equity Shares
were allotted to
Karuna
81Date of allotment Nature of Details of Number Face Offer price Nature of Cumulative Cumulative
allotment allottees/ of equity value per equity consideration number of paid-up
shareholders shares per share equity shares Equity share
and equity allotted Equity (₹) capital (₹)
shares Share
allotted (₹)
Rajendra
Ringshia
Total 97,133,880 194,267,760
^ Our Company was incorporated on October 19, 2006. The date of subscription to the Memorandum of Association is June 13, 2006 and the Board vide
its resolution dated October 19, 2006 took on record the issuance and allotment of 10,000 equity shares of face value of ₹ 10 each to subscribers to the
MoA.
* Allotment pursuant to Business Purchase Agreement dated February 17, 2020 executed between Amiable Electronics Private Limited and our Company.
For further details, please see “History and Certain Corporate Matters” on page 203.
2. Preference share capital history of our Company
Our Company does not have any existing preference shares as on the date of this Red Herring Prospectus.
3. Secondary Transactions involving the Promoters, Promoter Group and the Selling Shareholders
Except as disclosed below, there have been no secondary transactions of Equity Shares by our Promoters (including
Promoter Selling Shareholders) and the members of the Promoter Group, as on the date of this Red Herring Prospectus.
Date of allotment/ Number of equity Face value per Issue/ acquisition/ Nature of Nature of transaction
transfer shares allotted/ equity share (₹) transfer price per consideration
transferred equity share (₹)
Karuna Rajendra Ringshia
September 27, 2024 1 10 Nil Other than cash Transfer by way of gift
from Sharad
Khandelwal
Pramila Khandelwal
September 27, 2024 1 10 Nil Other than cash Transfer by way of gift
from Sharad
Khandelwal
4. Shares issued for consideration other than cash or by way of a bonus issue
Except as stated below, our Company has not issued any Equity Shares for consideration other than cash or by way of a
bonus issue since its incorporation as on the date of this Red Herring Prospectus.
Date of Nature of Details of allottees/ Number Face Offer price Nature of Benefits accrued
allotment allotment shareholders of equity value per per equity consideration to our Company
and equity shares shares equity share
allotted allotted share (₹)
(₹)
February 20, Preferential Amiable Electronics Private 22,216 10 8,694.00 Other than Sale, assignment,
2020 allotment Limited (“AEPL”) cash* conveyance and
transfer of
AEPL’s business
to our Company
on an as is where
is basis and as a
going concern
December 5, Bonus issue in 17,930,000 Equity Shares 96,940,000 2 - N.A. N.A.
2024 the ratio of 500 were allotted to Sharad
Equity Shares Khandelwal, 17,935,000
for every one Equity Shares were allotted to
Equity Share Vidhi Sharad Khandelwal,
held 55,540,000 Equity Shares
were allotted to Amiable
Electronics Private Limited,
692,500 Equity Shares were
allotted to Vivek Khandelwal,
4,837,500 Equity Shares were
allotted to Amit Midha, 2,500
Equity Shares were allotted to
Pramila Khandelwal and 2,500
82Date of Nature of Details of allottees/ Number Face Offer price Nature of Benefits accrued
allotment allotment shareholders of equity value per per equity consideration to our Company
and equity shares shares equity share
allotted allotted share (₹)
(₹)
Equity Shares were allotted to
Karuna Rajendra Ringshia
* Allotment pursuant to Business Purchase Agreement dated February 17, 2020 executed between Amiable Electronics Private Limited and our
Company. For further details, please see “History and Certain Corporate Matters” on page 203.
5. Shares issued out of revaluation reserves
Our Company has not issued any shares out of revaluation reserves since its incorporation.
6. Issue of equity shares pursuant to Sections 391 to 394 of the Companies Act 1956 or Sections 230 to 234 of the
Companies Act, 2013
Our Company has not allotted any equity shares pursuant to any scheme of arrangement approved under Sections 391-394
of the Companies Act 1956, or Sections 230 to 234 of the Companies Act, 2013, each as amended since incorporation.
7. Issue of Shares at a price lower than the Offer Price in the last year
Except for the bonus issuance of 17,930,000 Equity Shares dated December 5, 2024, as disclosed in “- Shares issued for
consideration other than cash or by way of a bonus issue”, our Company has not issued any equity shares at a price which
may be lower than the Offer Price during a period of one year preceding the date of this Red Herring Prospectus.
8. Issue of equity shares under employee stock option schemes
As on the date of this Red Herring Prospectus, our Company has not issued any Equity Shares under the ESOS 2024. For
details of stock options granted under the ESOS 2024, see “ – Employee Stock Option Plan” on page 88.
9. Compliance with the Companies Act, 1956 and Companies Act, 2013
All the issuances of the Equity Shares since the date of inception by our Company, have been in compliance with the
relevant provisions of the Companies Act, 2013 and Companies Act, 1956 as may be applicable. Further, the Company has
not issued any other securities since its incorporation.
10. Details of shareholding and share capital of our Promoters, the members of the Promoter Group and directors of
our Corporate Promoter
As on the date of this Red Herring Prospectus, our Promoters hold, in aggregate, 91,587,810 Equity Shares of face value ₹
2 each, which constitutes 94.29% of the issued, subscribed and paid-up Equity Share capital of our Company. Except as
disclosed below, our Promoters, the members of our Promoter Group and directors of our Corporate Promoter do not hold
any Equity Shares:
a) Shareholding of our Promoters and member of our Promoter Group
Name Pre-Offer Post-Offer*^
Number of Equity Percentage of pre-Offer Number of Equity Percentage of post-
Shares of face value ₹ 2 Equity Share capital Shares of face value ₹ 2 Offer Equity Share
each each capital
Promoters
Sharad Khandelwal& 17,965,860 18.50% [●] [●]
Vidhi Sharad 17,970,870 18.50% [●] [●]
Khandelwal&
Amiable Electronics [●] [●]
55,651,080 57.29%
Private Limited
Total (A) 91,587,810 94.29% [●] [●]
Promoter Group
Vivek Khandelwal 693,885 0.71% [●] [●]
Pramila Khandelwal 2,505 Negligible [●] [●]
Karuna Rajendra 2,505 Negligible
Ringshia
Total (B) 698,895 0.71% [●] [●]
Total (A+B) 92,286,705 95.01% [●] [●]
* To be included in the Prospectus.
^ Subject to finalization of Basis of Allotment.
& Also directors on the board of our Corporate Promoter.
83b) Build-up of Promoters’ shareholding in our Company
Set forth below is the build-up of our Promoters’ equity shareholding in our Company, since its incorporation.
Date of Number of Face value per Issue/ Nature of Nature of % of the pre- % of the post-
allotment/ equity shares equity share acquisition/ consideration transaction Offer equity Offer equity
transfer# allotted/ (₹) transfer price share capital share capital
transferred per equity
share (₹)
Sharad Khandelwal
October 19, 5,000 10 10.00 Cash Subscription to 0.03 [●]
2006^ MoA
March 31, 2,174 10 2,300.00 Cash Rights issue 0.01 [●]
2015
September (1) 10 Nil Other than Transfer by Negligible [●]
27, 2024 cash way of gift to
Karuna
Rajendra
Ringshia
September (1) 10 Nil Other than Transfer by Negligible [●]
27, 2024 cash way of gift to
Pramila
Khandelwal
Pursuant to a resolution passed by our Board dated December 3, 2024 and a resolution passed by our Shareholders dated December
3, 2024, the face value of the equity shares was split from ₹ 10 per equity share to ₹ 2 per Equity Share. Accordingly, 7,172 equity
shares of ₹ 10 each held were split into 35,860 Equity Shares of ₹ 2 each.
December 5, 17,930,000 2 - N.A. Bonus issue in 18.46 [●]
2024 the ratio of 500
Equity Shares
for every one
Equity Share
held
Total (A) 17,965,860 18.50 [●]
Vidhi Sharad Khandelwal
October 19, 5,000 10 10.00 Cash Subscription to 0.03 [●]
2006^ MoA
March 31, 2,174 10 2,300.00 Cash Rights issue 0.01 [●]
2015
Pursuant to a resolution passed by our Board dated December 3, 2024 and a resolution passed by our Shareholders dated December
3, 2024, the face value of the equity shares was split from ₹ 10 per equity share to ₹ 2 per Equity Share. Accordingly, 7,174 equity
shares of ₹ 10 each held were split into 35,870 Equity Shares of ₹ 2 each.
December 5, 17,935,000 2 - N.A. Bonus issue in 18.46 [●]
2024 the ratio of 500
Equity Shares
for every one
Equity Share
held
Total (B) 17,970,870 18.50
Amiable Electronics Private Limited
February 20, 22,216 10 8,694.00 Consideration Preferential 0.11 [●]
2020 other than allotment
cash**
Pursuant to a resolution passed by our Board dated December 3, 2024 and a resolution passed by our Shareholders dated December
3, 2024, the face value of the equity shares was split from ₹ 10 per equity share to ₹ 2 per Equity Share. Accordingly, 22,216
equity shares of ₹ 10 each held were split into 111,080 Equity Shares of ₹ 2 each.
December 5, 55,540,000 2 - N.A. Bonus issue in 57.18 [●]
2024 the ratio of 500
Equity Shares
for every one
Equity Share
held
Total (C) 55,651,080 57.29
Kay Kay Overseas Corporation
Kay Kay Overseas Corporation does not hold and has never held any equity shares of our Company.
Total 91,587,810 94.29 [●]
(A+B+C)
84^ Our Company was incorporated on October 19, 2006. The date of subscription to the Memorandum of Association is June 13, 2006 and the
Board vide its resolution dated October 19, 2006 took on record the issuance and allotment of 10,000 equity shares of face value of ₹ 10 each
to subscribers to the MoA.
** Allotment pursuant to Business Purchase Agreement dated February 17, 2020 executed between Amiable Electronics Private Limited and our
Company.
# Equity Shares were fully paid-up on the respective dates of allotment/acquisition, as the case may be.
As of the date of this Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged or are
otherwise encumbered.
c) Details of minimum Promoters’ contribution locked in as may be prescribed under applicable law
Pursuant to Regulation 14 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post Offer Equity
Share capital of our Company held by our Promoters shall be considered as minimum promoters’ contribution and,
pursuant to Regulation 16 of the SEBI ICDR Regulations, shall be locked-in for a period of eighteen months, or such
other period as prescribed under the SEBI ICDR Regulations, as minimum promoter’s contribution from the date of
Allotment (“Promoters’ Contribution”). Our Promoters’ shareholding in excess of 20% of the fully diluted post-
Offer Equity Share capital shall be locked in for a period of six months from the date of Allotment.
The details of Equity Shares held by our Promoters, which will be locked-in for a period of eighteen months, from the
date of Allotment as Promoters’ Contribution are set forth below:
Name of the Number of Date up Number of Date of Face Allotment/ Nature of % of the % of the
Promoter Equity to which Equity allotment/ value per Acquisition transaction pre- post-
Shares Equity Shares transfer# Equity price per Offer Offer
held Shares locked-in** Share (₹) Equity Share paid-up paid-up
are (₹) capital Capital
subject to
lock-in
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●] [●]
Note: To be updated at the Prospectus stage.
# Equity Shares were fully paid-up on the respective dates of allotment/acquisition, as the case may be.
** Subject to finalisation of Basis of Allotment.
Our Promoters have given their consent to include such number of Equity Shares held by them, constituting 20% of
the fully diluted post-Offer Equity Share capital of our Company as Promoters’ Contribution. Our Promoters have
agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner the Promoters’ Contribution
from the date of this Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such other
time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR
Regulations.
Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for
computation of Promoters’ Contribution under Regulation 15 of the SEBI ICDR Regulations. For details of the build-
up of the share capital held by our Promoter, see “- Build-up of Promoters’ shareholding in our Company” on page
84. In this connection, we confirm the following:
(i) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares acquired during the three
years preceding the date of this Red Herring Prospectus (a) for consideration other than cash and revaluation of
assets or capitalisation of intangible assets, or (b) as a result of bonus shares issued by utilization of revaluation
reserves or unrealised profits or from bonus issue against Equity Shares which are otherwise in-eligible for
computation of Promoters’ Contribution;
(ii) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares acquired during the one
year preceding the date of this Red Herring Prospectus, at a price lower than the price at which the Equity Shares
are being offered to the public in the Offer;
(iii) The Equity Shares offered for Promoters’ Contribution shall not consist of Equity Shares held by the Promoters
that are subject to any pledge or any other form of encumbrance; and
(iv) Our Company has not been formed by the conversion of one or more partnership firms or a limited liability
partnership firm.
85d) Details of share capital locked-in for six months or any other period as may be prescribed under applicable law
In terms of Regulation 17 and 16(1)(b) of the SEBI ICDR Regulations, except for the Promoters’ Contribution and
any Equity Shares held by our Promoters in excess of Promoter’s Contribution, which shall be locked in as above, the
entire pre-Offer Equity Share capital of our Company, shall, unless otherwise permitted under the SEBI ICDR
Regulations, be locked in for a period of six months from the date of Allotment in the Offer. In terms of Regulation
17(c) of the SEBI ICDR Regulations, Equity Shares held by a venture capital fund or alternative investment fund of
category I or category II or a foreign venture capital investor shall not be locked-in for a period of six months from the
date of Allotment, provided that such Equity Shares shall be locked in for a period of at least six months from the date
of purchase by such shareholders.
In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which are locked-in
pursuant to Regulation 16 of the SEBI ICDR Regulations, may be transferred amongst our Promoters or any member
of the Promoter Group or to any new promoter, subject to continuation of lock-in in the hands of the transferees for
the remaining period and compliance with provisions of the Takeover Regulations, as applicable and such transferee
shall not be eligible to transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired. The
Equity Shares held by persons other than our Promoters and locked-in pursuant to Regulation 17 of the SEBI ICDR
Regulations, may be transferred to any other person holding Equity Shares which are locked-in, subject to the
continuation of the lock-in in the hands of the transferee for the remaining period and compliance with the provisions
of the Takeover Regulations.
In terms of Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our Promoters which are
locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be pledged only with scheduled commercial banks
or public financial institutions or systemically important non-banking finance companies or deposit taking housing
finance companies as collateral security for loans granted by such entity, provided that such pledge of the Equity
Shares is one of the terms of the sanctioned loan. However, such lock-in will continue pursuant to any invocation of
the pledge and the transferee of the Equity Shares pursuant to such invocation shall not be eligible to transfer the
Equity Shares until the expiry of the lock-in period stipulated above.
e) Recording of non-transferability of Equity Shares locked-in
As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the
Equity Shares locked-in are recorded by the relevant Depository.
f) Lock-in of Equity Shares Allotted to Anchor Investors
50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of 30 days from the
date of Allotment.
g) Sales or purchases of Equity Shares or other specified securities of our Company by our Promoters, members
of our Promoter Group, directors of our Promoters, and/or our Directors and their relatives during the six
months immediately preceding the date of this Red Herring Prospectus
None of our Promoters, the members of the Promoter Group, directors of our Corporate Promoter and/or our directors
and their relatives have purchased, acquired or sold any Equity Shares or specified securities of our Company during
the period of six months immediately preceding the date of filing of this Red Herring Prospectus.
(The remainder of the page has been intentionally left blank)
8611. Shareholding pattern of our Company
The table below represents the shareholding pattern of our Company as on the date of this Red Herring Prospectus:
Categ Category of Numb Number of Number of Number Total Shareh Number of Voting Rights held in each class of Numbe Sharehol Number of Number of Number
ory shareholder er of fully paid up Partly paid-up of number of olding securities r of ding, as Locked in Equity of Equity
(I) (II) shareh Equity Shares Equity Shares shares shares held as a % (IX) Equity a % Equity Shares Shares
olders held held underlyi (VII) of total Shares assumin Shares pledged or held in
(III) (IV) (V) ng =(IV)+(V)+ numbe Underl g full (XII) otherwise demateri
Deposito (VI) r of ying conversi encumber alized
ry shares Outsta on of ed form
Receipts (calcul nding converti (XIII) (XIV)
(VI) ated as Number of voting rights Total as conver ble Num As a Num As a
per Class (Equity Class Total a % of tible securitie ber % ber %
SCRR, Shares) (Others) (A+B+ securit s (as a (a) of (a) of
1957) C) ies percenta total total
(VIII) (includ ge of Sha Sha
As a % ing diluted res res
of Warra share held held
(A+B+ nts) capital) (b) (b)
C2) (X) (XI)=
(VII)+(X
) As a %
of
(A+B+C
2)
(A) Promoters and 6 92,286,705 - - 92,286,705 95.01 92,286,705 - 92,286,705 95.01 - 95.01 - - - - 92,286,70
Promoter Group 5
(B) Public 1 4,847,175 - - 4,847,175 4.99 4,847,175 - 4,847,175 4.99 - 4.99 - 4,847,175
(C) Non-Promoter- - - - - - - - - - - - - - - - - -
Non-Public
(C1) Shares underlying - - - - - - - - - - - - - - - - -
DRs
(C2) Shares held by - - - - - - - - - - - - - - - - -
Employee Trusts
Total 7 97,133,880 97,133,880 100.00 97,133,880 97,133,880 100.00 - 100.00 - - 97,133,88
(A+B+C+C1+C2) 0
8712. As on the date of this Red Herring Prospectus, our Company has 7 equity shareholders.
13. Shareholding of our Directors, Key Managerial Personnel and members of Senior Management in our Company
Except as stated below, none of our Directors or Key Managerial Personnel or members of Senior Management hold any
Equity Shares.
Sr. no. Name of Shareholder Number of Equity Shares of face value ₹ Percentage of pre-Offer Equity
2 each Share capital
1 Sharad Khandelwal 17,965,860 18.50
2 Vidhi Sharad Khandelwal 17,970,870 18.50
3 Amit Midha 4,847,175 4.99
Total 40,783,905 41.99
14. Details of shareholding of the major shareholders of our Company
(a) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as on the
date of this Red Herring Prospectus:
Sr. no. Name of Shareholder Number of Equity Shares of face value Percentage of pre-Offer Equity
₹ 2 each Share capital (%)
1 Sharad Khandelwal 17,965,860 18.50
2 Vidhi Sharad Khandelwal 17,970,870 18.50
3 Amiable Electronics Private Limited 55,651,080 57.29
4 Amit Midha 4,847,175 4.99
Total 96,434,985 99.28
(b) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as of 10
days prior to the date of this Red Herring Prospectus:
Sr. no. Name of Shareholder Number of Equity Shares of face value Percentage of pre-Offer Equity
₹ 2 each Share capital (%)
1 Sharad Khandelwal 17,965,860 18.50
2 Vidhi Sharad Khandelwal 17,970,870 18.50
3 Amiable Electronics Private Limited 55,651,080 57.29
4 Amit Midha 4,847,175 4.99
Total 96,434,985 99.28
(c) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as of one
year prior to the date of this Red Herring Prospectus:
Sr. no. Name of Shareholder Number of equity shares of face value Percentage of pre-Offer equity
of ₹10 each share capital (%)
1 Sharad Khandelwal 7,174 18.50
2 Vidhi Sharad Khandelwal 7,174 18.50
3 Amiable Electronics Private Limited 22,216 57.29
4 Amit Midha 1,935 4.99
Total 38,499 99.28
(d) Set forth below are details of shareholders holding 1% or more of the paid-up share capital of our Company as of two
years prior to the date of this Red Herring Prospectus:
Sr. no. Name of Shareholder Number of equity shares of face value Percentage of pre-Offer equity
of ₹10 each share capital (%)
1 Sharad Khandelwal 7,174 18.50
2 Vidhi Sharad Khandelwal 7,174 18.50
3 Amiable Electronics Private Limited 22,216 57.29
4 Amit Midha 1935 4.99
Total 38,499 99.28
15. Employee Stock Option Plan
Electronic Bazaar Employees Stock Option Scheme – 2024 (“ESOS 2024”)
Pursuant to a resolution of our Board of Directors dated December 4, 2024, and Shareholders’ resolution dated December
5, 2024, our Company had instituted an employee stock option plan, the ESOS 2024. The total number of options that may
88be granted under the ESOS 2024 will not exceed 5% of the diluted paid-up Equity Shares. The ESOS 2024 is administered
by the Nomination and Remuneration Committee.
No options have been granted under ESOS 2024, as on the date of this Red Herring Prospectus, as certified by Statutory
Auditors through a certificate dated March 25, 2025. ESOS 2024 is in compliance with the SEBI SBEB Regulations.
Further, any future allotment to be made under the ESOS 2024 will be to employees only and the grant of options will be
in compliance with Companies Act and the SEBI SBEB Regulations.
The ESOS 2024 is in compliance with the SEBI SBEB Regulations and have been certified by the Practising Company
Secretary, pursuant to its certificate dated March 24, 2025.
16. There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors or
any of their relatives have financed the purchase by any other person of securities of our Company during the six months
immediately preceding the date of filing of this Red Herring Prospectus.
17. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangement for purchase of the Equity
Shares.
18. None of the shareholders of our Company are directly or directly related to the BRLMs and their respective associates.
19. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Red Herring
Prospectus. The Equity Shares to be issued or transferred pursuant to the Offer shall be fully paid-up at the time of
Allotment.
20. All the Equity Shares held by our Promoters and members of the Promoter Group are in dematerialised form as on the date
of this Red Herring Prospectus.
21. None of the BRLMs and their respective associates (as defined under the SEBI (Merchant Bankers) Regulations, 1992)
hold any Equity Shares in our Company as on the date of this Red Herring Prospectus. The Book Running Lead Managers
and their associates may engage in the transactions with and perform services for our Company in the ordinary course of
business or may in the future engage in commercial banking and investment banking transactions with our Company for
which they may in the future receive customary compensation.
22. There are no outstanding warrants or convertible securities, options or rights to convert debentures, loans or other
instruments into, or which would entitle any person any option to receive Equity Shares, as on the date of this Red Herring
Prospectus.
23. No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or
kind or services or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation
to the Offer.
24. Other than the Promoter Selling Shareholders who will receive proceeds to the extent of their participation as a selling
shareholder in the Offer for Sale, none of the Promoters or members of our Promoter Group will participate in the Offer
nor receive any proceeds from the Offer.
25. Except for the allotment of specified securities pursuant to the Fresh Issue, there will be no further issue of specified
securities whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the
period commencing from the date of filing of this Red Herring Prospectus with SEBI until the Equity Shares have been
listed on the Stock Exchanges or all application monies have been refunded, as the case may be.
26. Except for the Equity Shares to be allotted pursuant to the Fresh Issue and ESOS 2024, there is no proposal or intention,
negotiations or consideration by our Company to alter its capital structure by way of split or consolidation of the
denomination of the Equity Shares or by way of further issue of Equity Shares or convertible securities on a preferential
basis or by way of issue of bonus Equity Shares or on a rights basis or by way of further public offer of such securities,
within a period of six months from the Bid/Offer Opening Date.
27. Neither the (i) BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are associates
of the BRLMs or insurance companies promoted by entities which are associates of the BRLMs or AIFs sponsored by
entities which are associates of the BRLMs or FPIs other than individuals, corporate bodies and family offices which are
associates of the BRLMs or pension funds sponsored by entities which are associates of the BRLMs); nor (ii) any person
related to the Promoter or Promoter Group shall apply in the Offer under the Anchor Investor Portion. Further, an Anchor
Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly or indirectly through its
subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of them, directly or
89indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common director,
excluding a nominee director, amongst the Anchor Investor and the BRLMs.
28. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted by
law.
29. Our Company will comply with such disclosure and accounting norms as may be specified by SEBI from time to time. All
transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of filing of this Red
Herring Prospectus and the date of closing of the Offer shall be reported to the Stock Exchanges within 24 hours of such
transactions.
90SECTION IV - PARTICULARS OF THE OFFER
OBJECTS OF THE OFFER
The Offer comprises a Fresh Issue of up to [●] Equity Shares, aggregating up to ₹ 4,000.00 million by our Company and an
Offer for Sale of up to 2,550,000 Equity Shares aggregating up to ₹ [●] million by the Selling Shareholders. For details, see
“Summary of the Offer Document” and “The Offer” on pages 18 and 65, respectively.
Offer for Sale
Each of the Selling Shareholders shall be entitled to their respective portion of the proceeds of the Offer for Sale, after deducting
its portion of the Offer related expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer
for Sale, and accordingly, the proceeds from the Offer for Sale will not form a part of the Net Proceeds.
Fresh Issue
The details of the proceeds from the Fresh Issue are provided in the following table: -
Particulars Estimated amount (₹ in million)
Gross proceeds from the Fresh Issue* 4,000.00
(Less) Offer related expenses to be borne by our Company# [●]
Net Proceeds from the Fresh Issue#^ [●]
* Subject to full subscription of the Fresh Issue component
# To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC
Requirements of funds and utilization of Net Proceeds
The Net Proceeds of the Fresh Issue are proposed to be utilised in the following manner:
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 namely, Electronics Bazaar FZC; and
2. General corporate purposes.
(collectively, referred to herein as “Objects”)
In addition to the aforementioned Objects, our Company will receive the benefits of listing of its Equity Shares on the Stock
Exchanges including enhancement of our Company’s brand name and creating a public market for our Equity Shares in India.
The main objects and the objects incidental and ancillary to the main objects of our MoA enables our Company (i) to undertake
our existing business activities; (ii) to undertake activities for which funds are being raised by our Company through the Fresh
Issue; and (iii) to undertake the activities for which loans were raised and which are proposed to be prepaid or repaid in full or
in part from the Net Proceeds and the activities for which funds are earmarked towards general corporate purposes. The main
objects and objects incidental and ancillary to the main objects set out in the respective memorandum of association of our
Material Subsidiary, enables each of them to undertake the activities towards which the loans proposed to be repaid from the
Net Proceeds were utilised and activities proposed to be funded from the net proceeds.
Utilization of Net Proceeds
The Net Proceeds are proposed to be utilised in the following manner:
Sr. Particulars Estimated Amount*
No. (₹ in million)
1 Prepayment and/or repayment, in full or in part, of all or a portion of certain outstanding 3,200.00
borrowings availed by our Company and our Material Subsidiary namely, Electronics Bazaar
FZC
2 General Corporate Purposes [●]
Total* [●]
* To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general
corporate purposes shall not exceed 25% of the Gross Proceeds.
Utilisation of Net Proceeds and Schedule of Implementation and Deployment
The Net Proceeds are proposed to be used in accordance with the details provided in the following table:
91(₹ in million)
Particulars Total estimated Amount which will be Estimated Utilization of
amount financed from Net Net Proceeds in Fiscal
Proceeds 2026
Prepayment and/or repayment, in full or in part, of all 3,200.00 3,200.00 3,200.00
or a portion of certain outstanding borrowings availed
by our Company and our Material Subsidiary namely,
Electronics Bazaar FZC
General Corporate Purposes(1) [●] [●] [●]
Net Proceeds(1) [●] [●] [●]
(1) To be finalised upon determination of Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general corporate
purposes shall not exceed 25% of the Gross Proceeds.
The funding requirements and deployment of the Net Proceeds as described herein are based on of various factors, our current
business plan, management estimates, current circumstances of our business and other commercial and technical factors.
However, such fund requirements and deployment of funds have not been appraised by any bank or financial institution. See
“Risk Factors - Any variations in our funding requirements and the proposed deployment of Net Proceeds may affect our
business and results of operations.” on page 55. We may have to revise our funding requirements and deployment of the Net
Proceeds from time to time on account of various factors, such as financial and market conditions, business and strategy,
competitive environment and interest or exchange rate fluctuations, incremental preoperative expenses, taxes and duties, interest
and finance charges, working capital margin, regulatory costs, and other external factors such as changes in the business
environment or regulatory climate and interest or exchange rate fluctuations, which may not be within the control of our
management. This may entail rescheduling the proposed utilisation of the Net Proceeds and changing the allocation of funds
from its planned allocation at the discretion of our management, subject to compliance with applicable law. For details, see
“Risk Factors – Any variations in our funding requirements and the proposed deployment of Net Proceeds may affect our
business and results of operations” on page 55.
Subject to applicable law, in case of a shortfall in raising requisite capital from the Net Proceeds or an increase in the total
estimated cost of the Objects, business considerations may require us to explore a range of options including utilising our
internal accruals and seeking additional debt from existing and future lenders. We believe that such alternate arrangements
would be available to fund any such shortfalls. Further, in case of variations in the actual utilisation of funds earmarked for the
purposes set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any,
available in respect of the other purposes for which funds are being raised in the Offer. If the actual utilisation towards any of
the Objects is lower than the proposed deployment, such balance will be used towards general corporate purposes, to the extent
that the total amount to be utilised towards general corporate purposes is within the permissible limits in accordance with the
SEBI ICDR Regulations.
Means of finance
The fund requirements towards the Objects of the Offer are proposed to be entirely funded from the Net Proceeds. Accordingly,
our Company confirms that there is no requirement to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI
ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be
raised from the Fresh Issue and internal accruals as required under the SEBI ICDR Regulations. Subject to applicable law, if
the actual utilisation towards the Objects is lower than the proposed deployment, such balance will be used for general corporate
purposes to the extent that the total amount to be utilised towards general corporate purposes will not exceed 25% of the Gross
Proceeds in accordance with Regulation 7(2) of the SEBI ICDR Regulations. For further details, see “Risk Factors – Any
variations in our funding requirements and the proposed deployment of Net Proceeds may affect our business and results of
operations” on page 55.
Details of objects of the Offer to be funded from Fresh Issue proceeds
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 namely, Electronics Bazaar FZC
Our Company and our Material Subsidiary namely, Electronics Bazaar FZC have entered into various financing
arrangements with banks, such as working capital facilities, including fund based and non-fund based borrowings. For
further information on the financial indebtedness of our Company, see “Financial Indebtedness” on page 312. As on March
31, 2025, we had total borrowings of ₹ 5,827.55 million on a consolidated basis. Further, as on March 31, 2025, our total
outstanding indebtedness in respect of our working capital facilities was ₹ 4,469.21 million on a consolidated basis.
Electronics Bazaar FZC is engaged in the business of general trading and repair and refurbishment of laptop, phones and
IT products, as authorized under the objects clause of its memorandum of association. The net working capital requirements
of Electronics Bazaar FZC in the Fiscals 2025, 2024 and 2023 are ₹ 2,015.30 million, ₹ 859.47 million and ₹ 514.90
92million, respectively. EB FZC has not obtained any credit ratings in the past, and has not faced any past instances of default
on its debt facilities. For details in relation to the business operations of our Material Subsidiary, please see “History and
Certain Corporate Matters - Our Subsidiary - Electronics Bazaar FZC (“EB FZC”)” on page 209 of this Red Herring
Prospectus.
We propose to utilise an amount of up to ₹ 2,200.00 million and up to ₹ 1,000.00 million aggregating to ₹ 3,200.00 million
from the Net Proceeds towards repayment/ prepayment, in full or in part, of all or a portion of certain borrowings availed
by our Company and our Material Subsidiary, respectively. Pursuant to the terms of the borrowing arrangements,
prepayment of certain indebtedness may attract prepayment charges as prescribed by the respective lender. Such
prepayment charges, as applicable, will also be funded out of the Net Proceeds, as per the requirements of the Company.
If the Net Proceeds are insufficient for making payments for such pre-payment penalties or premiums or interest, such
excessive amount shall be met from our internal accruals.
In addition, we believe that this would improve our ability to raise further resources in the future to fund potential business
development opportunities. The selection of borrowings proposed to be prepaid or repaid amongst our borrowing
arrangements will be based on various factors, including (i) costs, expenses and charges relating to the facility including
interest rates involved; (ii) presence of onerous terms and conditions under the facility; (iii) ease of operation of the facility;
(iv) levy of any prepayment or repayment penalties and the quantum thereof; (v) provisions of any law, rules, regulations
governing such borrowings; (vi) any conditions attached to the borrowings restricting our Company’s ability to prepay the
borrowings and time taken to fulfil such requirements, if any; (vii) mix of credit facilities provided by lenders; (viii) other
commercial considerations including, among others, the interest rate on the loan facility, the amount of the loan outstanding
and the remaining tenor of the loan and (viii) receipt of consents for prepayment or repayment from respective lenders.
Given the nature of these borrowings and the terms of repayment, the aggregate outstanding amounts under these
borrowings may vary from time to time and our Company and our Material Subsidiary may, in accordance with the relevant
repayment schedule, repay or refinance some of its existing borrowings prior to Allotment. Further, the amounts
outstanding under the borrowings as well as the sanctioned limits are dependent on several factors and may vary with the
business cycle of our Company and our Material Subsidiary with multiple intermediate repayments, drawdowns and
enhancement of sanctioned limits. Accordingly, we may utilise the Net Proceeds for part or full prepayment of any such
refinanced facilities or repayment of any additional facilities obtained by us. We believe that such repayment will help
reduce our outstanding indebtedness, debt servicing costs and improve our debt to equity ratio and enable utilization of
internal accruals for further investment in business growth and expansion. In addition, we believe that the improved debt
to equity ratio will enable us to raise further resources in the future to fund potential business development opportunities
and plans to grow and expand our business. Additionally, we believe that the leverage capacity of our Company and our
Material Subsidiary will improve our ability to raise further resources in the future to fund our potential business
development opportunities and plans to grow and expand our business.
Further, owing to the nature of our business and borrowings, our Company and our Material Subsidiary may also avail
additional borrowings after the date of this Red Herring Prospectus and may also draw down further funds under existing
loans from time to time. Accordingly, in case any of the below loans are prepaid or further drawn down prior to the
completion of the Offer, we may utilize the Net Proceeds towards repayment of such additional indebtedness. In light of
the above, if at the time of filing this Red Herring Prospectus, any of the below mentioned loans are repaid in part or full
or refinanced or if any additional credit facilities are availed or drawn down or if the terms of new loans are more onerous
than the older loans or if the limits under the working capital borrowings are increased, then the table below shall be
suitably revised to reflect the revised amounts or loans as the case may be which have been availed by our Company and
our Material Subsidiary.
The following tables provides details of certain working capital borrowings availed by our Company and our Material
Subsidiary as on June 30, 2025, out of which we propose to pre-pay or repay, in full or in part, up to an amount aggregating
to ₹ 3,200.00 million from the Net Proceeds:
(The remainder of the page is intentionally left blank
93Details of certain working capital borrowings availed by our Company
Sr. Name of the Date of Nature of borrowing Principal Utilized amount Rate of interest Prepayment Purpose of the Whether funds
No. lender sanction amount outstanding as on conditions/ penalty borrowing were utilised for
letter sanctioned as of June 30, 2025 (in capital
June 30, 2025 (in ₹ millions) expenditure
₹ millions)
1 HDFC Bank February 23, Cash credit / working capital 425.00 347.18 9.50% Nil Working capital No
Limited 2022 demand loan
2 HDFC Bank February 23, Emergency credit line scheme 85.3 36.00 9.25% Nil Working capital No
Limited 2022
3 HDFC Bank March 4, 2024 Invoice discounting 300 178.47 9.48% Nil Working capital No
Limited
4 Axis Bank March 18, Emergency credit line guarantee 42.8 33.12 8.85% Nil Working capital No
Limited 2021 scheme
5 Axis Bank November 20, Cash credit 440 304.00 9.50% Nil Working capital No
Limited 2023
6 Federal Bank November 29, Cash credit / Working capital 350 296.51 9.10% 3.00% of the sanctioned Working capital No
Limited 2023 demand loan limit for loans
closed/taken over before
the contracted period
using own funds/by way
of takeover
7 DBS Bank October 25, Cash credit/Working capital 300 248.70 9.60% 4.00% of facility limits Working capital No
India Limited 2023 demand loan/Purchase bill granted
discounting
8 ICICI Bank July 24, 2024 Working capital demand 400 373.03 8.65% Prepayment premium as Working capital No
Limited loan/Purchase bill discounting stipulated by ICICI
Bank Limited
9 Kotak July 26, 2024 Working capital demand loan 510 466.04 3 months marginal Nil Working capital No
Mahindra cost of fund based
Bank Limited lending rate + 0.15%
10 IDFC First August 2, Cash credit/Working capital 400 339.05 9.60% 2% of the amount being Working capital No
Bank Limited 2024 demand loan prepaid
Total 3,253.10 2,622.10
94Details of certain working capital borrowings availed by our Material Subsidiary namely, Electronics Bazaar FZC
Sr. Name of the lender Date of sanction letter Nature of borrowing Principal Balance Rate of Prepayment Purpose of the Whether
No. Amount amount Interest conditions/ borrowing funds were
sanctioned outstanding penalty utilised for
(in ₹ as on June capital
million) as 30, 2025 (₹ expenditure
of June in million)
30, 2025
1 HDFC Bank Limited August 6, 2024 Working capital demand loan 770.00 702.97$ 4% below Nil Working capital No
SME prime
rate (15.5%
currently)
2 RAKBANK December 4, 2024 Short term loan (import) 116.40 113.49@ 4% below Nil Working capital No
SME prime
rate (15.5%
currently)
3 Emirates Islamic Bank August 9, 2023 Liquidity murabaha I 232.80 160.57@ Emirates Nil Working capital No
interbank
offer rate
(minimum 1
month) +
2.75%
4 Commercial Bank of Dubai February 5, 2024 Working capital demand loan 232.80 230.57@ For letter of Nil Working capital No
credit -
prevailing
interest rate
5 Dubai Islamic Bank July 17, 2024 Murabaha 232.80 211.99@ For others - Nil Working capital No
4.5% over 3
months
Emirates
interbank
offer rate
(min 6% p.a.
payable
monthly)
3.25% over 3
months
Emirates
interbank
offer rate
subject to min
6.5% p.a.
6 Abu Dhabi Islamic Bank June 20, 2024 Murabaha 349.2 80.55@ 3 months Nil Working capital No
Emirates
95Sr. Name of the lender Date of sanction letter Nature of borrowing Principal Balance Rate of Prepayment Purpose of the Whether
No. Amount amount Interest conditions/ borrowing funds were
sanctioned outstanding penalty utilised for
(in ₹ as on June capital
million) as 30, 2025 (₹ expenditure
of June in million)
30, 2025
interbank
offer rate +
3% (min 7%)
p.a
7 Sharjah Islamic Bank Jan 28, Murabaha 232.53 24.89@ Relevant Nil Working Capital No
2025 EIBOR+2.5%
(Minimum
6%) p.a
Total 2,166.53 1,525.03
$ For certain borrowings which are denominated in foreign currency, namely, USD, the exchange rate for conversion used is 1 USD = ₹85.41, which is the applicable exchange rate as of June30, 2025 (Source: www.oanda.com).
@For certain borrowings which are denominated in foreign currency, namely, AED, the exchange rate for conversion used is 1 AED = ₹23.25, which is the applicable exchange rate as of June 30, 2025 (Source: www.oanda.com).
96In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, our Company has obtained
a certificate dated July 17, 2025 from M/s. Shankarlal Jain & Associates LLP, Chartered Accountants, Statutory Auditors
of our Company certifying that the borrowings of our Company and Material Subsidiary have been utilised towards the
purposes for which such borrowings were availed.
To the extent our Company deploys the Net Proceeds in Material Subsidiary for the purpose of prepayment or repayment
of all or a portion of the above borrowings, it shall be in the form of equity.
Our Material Subsidiary does not have any stated dividend policy and our Company cannot be assured of any dividends
from such investment. Our Company will remain interested in our Material Subsidiary to the extent of our shareholding,
or as a lender if funds are deployed in the form of debt.
For the purposes of the Offer, our Company has intimated and has obtained necessary consents from its lenders, as is
respectively required under the relevant facility documentation for undertaking activities in relation to this Offer, including
consequent actions, such as change in the capital structure, change in shareholding pattern of our Company, amendment to
the Articles of Association of our Company. For further details, please see “Risk Factors – Any variations in our funding
requirements and the proposed deployment of Net Proceeds may affect our business and results of operations” on page 55.
Further, as on date of this Red Herring Prospectus, our Company has obtained all applicable consents from our lenders, in
writing, for the purpose of the Offer.
2. General corporate purposes
Our Company intends to deploy any balance left out of the Net Proceeds aggregating to ₹ [●] 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.
Such general corporate purposes may include, but are not restricted to, the following:
(i) strategic initiatives;
(ii) funding growth opportunities;
(iii) strengthening marketing capabilities;
(iv) meeting ongoing general corporate contingencies; and
(v) any other purpose, as may be approved by the Board or duly appointed committee, from time to time, subject to
compliance with applicable law.
In the event our Company is unable to utilise the Net Proceeds towards other Objects for any of the reasons as
aforementioned, our Company may at its discretion utilise such Net Proceeds towards general corporate purposes, provided
that the aggregate amount deployed towards general corporate purposes shall not exceed 25% of the Gross Proceeds.
The quantum of utilisation of funds towards each of the above purposes will be determined by our Board, based on the
amount available under this head and the business requirements of our Company, from time to time. Our Company’s
management, in accordance with the policies of our Board, shall have flexibility in utilising surplus amounts, if any. In the
event that we are unable to utilise the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal,
we will utilise such unutilised amount(s) in the subsequent Fiscals.
Interim use of Net Proceeds
The Net Proceeds shall be retained in the Public Issue Account until receipt of the listing and trading approvals from the Stock
Exchanges by our Company. Pending utilization of the Net Proceeds for the purposes described above, our Company undertakes
to deposit the Net Proceeds only in one or more scheduled commercial banks included in the Second Schedule of the Reserve
Bank of India Act, 1934, as amended, as may be approved by our Board or a duly constituted committee thereof.
In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net Proceeds for
buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity markets.
97Offer Related Expenses
The Offer expenses are estimated to be approximately ₹ [●] million. The Offer expenses comprises, among other things, listing
fees, underwriting fee, selling commission and brokerage, fees payable to the Book Running Lead Managers, legal advisors,
Registrar to the Offer, Banker(s) to the Offer, processing fee to the SCSBs for processing ASBA Forms submitted by ASBA
Bidders procured by the Syndicate and submitted to SCSBs, brokerage and selling commission payable to Registered Brokers,
RTAs and CDPs, fees payable to the Sponsor Banks for Bids made by UPI Bidders using UPI Mechanism, printing and
stationery expenses, advertising and marketing expenses and all other incidental expenses for listing the Equity Shares on the
Stock Exchanges.
Except for (i) the listing fees and audit fees of the statutory auditors and expenses for any corporate advertisements consistent
with past practice of the Company, each of which will be borne solely by our Company, all costs, charges, fees and expenses
that are associated with and incurred in connection with the Offer shall be borne by our Company and the Promoter Selling
Shareholders in proportion to the number of Equity Shares issued and/or transferred by the Company and the Promoter Selling
Shareholders in the Offer, respectively, except as may be prescribed by the SEBI or any other regulatory authority. The Promoter
Selling Shareholders agree that it shall reimburse our Company for any expenses in relation to the Offer paid by our Company
on behalf of the Promoter Selling Shareholders irrespective of the completion of the Offer directly from the Public Offer
Account. In the event of withdrawal of the Offer or the Offer is not successful or consummated, all costs and expenses with
respect to the Offer shall be borne in a manner as mutually agreed between the Company and Promoter Selling Shareholders in
accordance with Applicable Law.
The break-up for the estimated Offer expenses are as follows:
Activity Estimated As a % of total As a % of Offer
expenses (1) (₹ in estimated Offer size (1)
million) related expenses (1)
Fees payable to the BRLMs and commissions (including underwriting [●] [●] [●]
commission, brokerage and selling commission)
Commission/ processing fee for SCSBs and Bankers to the Issue and fees [●] [●] [●]
payable to the Sponsor Bank(s) for Bids made by UPI Bidders.
Brokerage, selling commission and bidding charges for the members of
the Syndicate, Registered Brokers, RTAs and CDPs(2)(3)(4)(5)(6)
Fees payable to Registrar to the Offer [●] [●] [●]
Fees payable to the parties to the Offer [●] [●] [●]
Others:
Listing fees, SEBI fees, BSE and NSE processing fees, book-building [●] [●] [●]
software fees, and other regulatory expenses
Printing and stationery expenses [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Miscellaneous [●] [●] [●]
Total estimated Offer expenses [●] [●] [●]
(1) Selling commission payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders which are directly procured and uploaded by the
SCSBs, would be as follows:
Portion for RIBs* 0.35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.20% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE.
No processing fees shall be payable by the Company and the Selling Shareholders to the SCSBs on the applications directly procured by them.
(2) Processing fees payable to the SCSBs on the portion for RIIs and NIIs (excluding UPI Bids) which are procured by the members of the
Syndicate/sub-Syndicate/Registered Broker/CRTAs/ CDPs and submitted to SCSB for blocking, would be as follows.
Portion for RIIs, NIIs ₹ 10 per valid application (plus applicable taxes)
Portion for Non-Institutional Investors and Qualified Institutional Bidders ₹ 10 per valid application (plus applicable taxes)
with bids above Rs. 0.5 million
Notwithstanding anything contained in (2) above the total processing fees payable under this clause will not exceed ₹1 million (plus applicable taxes)
and in case if the total processing fees exceeds ₹1 million (plus applicable taxes) then uploading charges/ processing fees will be paid on pro-rata basis.
(3) Brokerage, selling commission on the portion for RIBs and Non-Institutional Bidders which are procured by members of the Syndicate (including
their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat & bank account provided by some
of the brokers which are members of Syndicate (including their sub-Syndicate Members) would be as follows:
Portion for RIBs* 0.35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.20% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The selling commission payable to the Syndicate / Sub-Syndicate Members will be determined as under:
(i) for RIIs, NIIs (upto ₹ 0.50 million), on the basis of the application form number / series, provided that the application is also bid by the
respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number / series
of a Syndicate / Sub Syndicate Member, is bid by an SCSB, the selling commission will be payable to the SCSB and not the Syndicate /
Sub-Syndicate Member; and
98(ii) for NIIs (above ₹ 0.50 million), on the basis of the Syndicate ASBA Form bearing SM Code & Sub-Syndicate Code of the application
form submitted to SCSBs for Blocking of the Fund and uploading on the Exchanges platform by SCSBs. For clarification, if a Syndicate
ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the selling
commission will be payable to the Syndicate / Sub Syndicate members and not the SCSB.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding
terminal id as captured in the Bid Book of BSE or NSE.
(4) Uploading Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the applications made by
UPI Bidders using 3-in-1 accounts/Syndicate ASBA mechanism and Non-Institutional Bidders which are procured by them and submitted to SCSB
for blocking or using 3-in-1 accounts/Syndicate ASBA mechanism, would be as follows: ₹ 10 plus applicable taxes, per valid application bid by the
Syndicate (including their sub-Syndicate Members), RTAs and CDPs.
Notwithstanding anything contained above the total bid uploading charges payable under this clause will not exceed ₹1.5 million (plus applicable
taxes) and in case if the total bid uploading charges exceeds ₹1.5 million (plus applicable taxes) then the total bid uploading charges will be paid
on pro-rata basis
(5) Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIBs and Non Institutional Bidders which are directly
procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIBs ₹ 10 per valid bid cum application form (plus applicable taxes) subject to a maximum of
₹ 1 million
Portion for Non-Institutional Bidders ₹ 10 per valid bid cum application form (plus applicable taxes) subject to a maximum of
₹ 1 million
Notwithstanding anything contained above the total processing fees payable under this clause will not exceed ₹1 million (plus applicable taxes) and in
case if the total processing fees exceeds ₹1 million (plus applicable taxes) then uploading charges/ processing fees will be paid on pro-rata basis
(6) Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / CDPs ₹ 10 per valid application (plus applicable taxes) subject to a maximum of ₹ 5 million
HDFC Bank Limited ₹NIL per valid Bid cum Application Form (plus applicable taxes)
The Sponsor Bank shall be responsible for making payments to the third parties such
as remitter bank, NPCI and such other parties as required in connection with the
performance of its duties under the SEBI circulars, the Syndicate Agreement and
other applicable laws
Axis Bank Limited ₹NIL up to 6.50 lacs of UPI Applications, On above 6.50 lacs of UPI applications will
charge ₹. 6.50 per valid Bid cum Application Form (plus applicable taxes)
The Sponsor Banks shall be responsible for making payments to the third parties
such as remitter bank, NPCI and such other parties as required in connection with
the performance of its duties under applicable SEBI circulars, agreements and other
applicable laws
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow
and Sponsor Bank Agreement.
The total uploading charges / processing fees payable to Members of the Syndicate, RTAs, CDPs, Registered Brokers will be subject to a maximum cap
of ₹5.00 million (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹5.00 million, then the amount payable to
Members of the Syndicate, RTAs, CDPs, Registered Brokers would be proportionately distributed based on the number of valid applications such that
the total uploading charges / processing fees payable does not exceed ₹5.00 million.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR Master Circular read with the
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022, SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, and
SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025, each to the extent applicable, and not rescinded by the
SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations.
Bridge financing facilities
We have not availed bridge financing from any bank or financial institution which are required to be repaid from the Net
Proceeds.
Appraising Entity
None of the Objects for which the Net Proceeds will be utilised, require appraisal from, or have been appraised by, any bank/
financial institution/ any other agency, in accordance with applicable law. For details, see “Risk Factors – Any variations in
our funding requirements and the proposed deployment of Net Proceeds may affect our business and results of operations.” on
page 55.
Monitoring utilization of funds from the Offer
99In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing this Red Herring Prospectus with the RoC, we have
appointed CARE Ratings Limited, appoint a SEBI registered credit rating agency as a monitoring agency to monitor the
utilization of the Gross Proceeds as the size of the Fresh Issue exceeds ₹ 1,000.00 million. Our Company will provide details/
information/ certifications on the utilisation of Gross Proceeds obtained from our Statutory Auditors to the Monitoring Agency.
Our Audit Committee and the monitoring agency will monitor the utilisation of the Gross Proceeds (including in relation to the
utilisation of the Gross Proceeds towards the general corporate purposes) and submit the report required under Regulation 41(2)
of the SEBI ICDR Regulations on a quarterly basis, until such time as the Gross Proceeds have been utilised in full. Our
Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay.
The quarterly report shall provide item by item description for all the expense heads under each Object of the Offer. Our
Company will disclose the utilisation of the Gross Proceeds, including interim use under a separate head in its balance sheet for
such Fiscals, as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other applicable laws or
regulations, clearly specifying the purposes for which the Gross Proceeds have been utilised. Our Company will also, in its
balance sheet for the applicable Fiscals, provide details, if any, in relation to all such Gross Proceeds that have not been utilised,
if any, of such unutilised Gross Proceeds.
Pursuant to the Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall on a quarterly
basis disclose to the Audit Committee the uses and application of the Gross Proceeds. The Audit Committee shall review the
report submitted by the Monitoring Agency and make recommendations to our Board for further action, if appropriate. Our
Company shall, on an annual basis, prepare a statement of funds utilised for purposes other than those stated in this Red Herring
Prospectus and place it before the Audit Committee. Such disclosure shall be made only till such time that all the Gross Proceeds
have been utilised in full. The statement shall be certified by the Statutory Auditor of our Company. Furthermore, in accordance
with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis,
a statement including deviations, if any, in the utilization of the Gross Proceeds of the Offer from the Objects as stated above.
The information will also be published in newspapers simultaneously with the interim or annual financial results and
explanation for such variation (if any) will be included in our Director’s report, after placing the same before the Audit
Committee. We will disclose the utilization of the Gross Proceeds under a separate head along with details in our balance
sheet(s) until such time as the Gross Proceeds remain unutilized clearly specifying the purpose for which such Gross Proceeds
have been utilized.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act 2013, our Company shall not vary the Objects unless our
Company is authorised to do so by way of a special resolution passed in a general meeting of its Shareholders or through postal
ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution, shall specify the
prescribed details and be published in accordance with the Companies Act, 2013. Our Promoters will be required to provide an
exit opportunity to the Shareholders who do not agree to such proposal to vary the Objects, subject to the provisions of the
Companies Act, 2013 and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares,
in accordance with the Companies Act, 2013 and provisions of Regulation 59 and Schedule XX of the SEBI Regulations. For
further details see, “Risk Factors - Any variations in our funding requirements and the proposed deployment of Net Proceeds
may affect our business and results of operations.” on page 55.
Other Confirmations
Except to the extent of any proceeds received pursuant to the sale of Offered Shares proposed to be sold in the Offer by the
Selling Shareholders, no part of the Net Proceeds will be paid to our Promoters, members of the Promoter Group, Group
Companies, Directors, our Key Managerial Personnel or Senior Management. Our Company has neither entered into nor has
planned to enter into any arrangement/ agreements with our Promoters, members of the Promoter Group, Directors, our Key
Managerial Personnel, our Senior Management and/or our Group Companies in relation to the utilization of the Net Proceeds.
Further, there are no material existing or anticipated interest of such individuals and entities in the Objects of the Offer except
as set out above.
100BASIS FOR OFFER PRICE
The Price Band and the Offer Price will be determined by our Company in consultation with the Book Running Lead Managers,
on the basis of assessment of market demand for the Equity Shares issued through the Book Building Process and on the basis
of quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹2 each and the Offer Price is
[●] times the Floor Price and [●] times the Cap Price, and Floor Price is [●] times the face value and the Cap Price is [●] times
the face value. Bidders should also see “Risk Factors”, “Our Business”, “Summary Financial Information”, “Financial
Information”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 26,
172, 67, 238 and 292, respectively, to have an informed view before making an investment decision.
Qualitative Factors
We believe that some of the qualitative factors and our strengths which form the basis for computing the Offer Price are:
• India’s largest refurbisher of laptops and desktops and among the largest refurbishers of ICT devices overall, both globally
and in India;
• We are a company with domestic and international operations with five refurbishing facilities across India, USA and UAE;
• Strong global supply chain, established sourcing base with long tail of vendors and wide customer base;
• Well - established refurbishing capabilities and state – of - art infrastructure, with focus on quality;
• Well positioned to harness global shift to sustainability and growing focus on ESG;
• Experienced management team and qualified personnel with significant industry experience; and
• Track record of profitability and consistent financial performance.
For further details, see “Our Business – Our Strengths” on page 175.
Quantitative Factors
Some of the information presented below relating to our Company is derived from the Restated Consolidated Financial
Information. For details, see “Financial Information” and “Other Financial Information” on pages 67 and 290, respectively.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
A. Basic and Diluted Earnings per share for continuing operations (“EPS”) (face value of each Equity Share in ₹)
Fiscal ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
2025 7.09 7.09 3
2024 5.37 5.37 2
2023 3.33 3.33 1
Weighted Average for the above three Fiscals 5.89 5.89 -
Notes:
i) The face value of each Equity Share is ₹ 2.
ii) Basic Earnings per share = Basic earnings per share are calculated by dividing the restated net profit for the year attributable to equity shareholders
by the weighted average number of Equity Shares outstanding during the year.
iii) Diluted Earnings per share = Diluted earnings per share are calculated by dividing the restated net profit for the period / year attributable to equity
shareholders by the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential Equity
Shares during the year.
iv) Basic and diluted earnings per equity share: Basic and diluted earnings per equity share are computed in accordance with Indian Accounting
Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended).
v) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the number of equity
shares issued during the year multiplied by the time weighting factor.
B. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:
Particulars P/E at the Floor Price (number P/E at the Cap Price (number of
of times) times)
Based on Basic EPS for Fiscal 2025* [●] [●]
Based on Diluted EPS for Fiscal 2025* [●] [●]
* Offer Price per Equity Share will be determined on conclusion of the Book Building Process.
101C. Industry Peer Group P/E ratio
Other than Newjaisa Technologies Limited, we do not have any listed industry peers. The P/E ratio of Newjaisa
Technologies Limited may not be meaningful due to a negative EPS in Fiscal 2025.
D. Return on Net Worth (“RoNW”)
Fiscal ended RoNW (%) Weight
2025 30.40% 3
2024 31.96% 2
2023 28.97% 1
Weighted Average for the above three Fiscals 30.68% -
Notes:
i. Return on Net Worth (%) = Restated Net profit after tax for the year/period attributable to the owners of the Company divided by the Restated Net
worth for the year attributable to the Shareholders.
E. Net Asset Value (“NAV”) per Equity Share
Net Asset Value per Equity Share Amount (₹)
As at March 31, 2025 23.31
After the Offer* [●]
- At Floor Price [●]
- At Cap Price [●]
At Offer Price [●]
* Offer Price per Equity Share will be determined on conclusion of the Book Building Process
Notes:
i. Net Asset Value per equity share is calculated as restated net worth for the year/ period attributable to owners of the Company / weighted average
number of equity shares for the year/ period.
For further details, see “Other Financial Information” on page 290.
F. Comparison of accounting ratios with listed industry peers
Following is the comparison with our peer group companies listed in India and in the same line of business as our Company:
Name of Total income Face Value Closing price EPS (₹) EPS (₹) NAV P/E ratio RoNW (%)
Company for Fiscal (₹ Per Share) on July 3, (Basic) (Diluted) (₹ per share)
2025 (in ₹ 2025 (₹)
million)
Our Company 14,203.67 2 [●] 7.09 7.09 23.31 NA 30.40
Peer Group
Newjaisa 664.46 5 37.90 (0.32) (0.32) 22.09 NA (1.45)
Technologies
Limited
Source: All the financial information for listed industry peer mentioned above is on a standalone basis and is sourced from the financial results for Fiscal
2025 of Newjaisa Technologies Limited.
Source for GNG Electronics Limited: Based on the Restated Consolidated Financial Information.
Notes for listed peer:
i. The P/E ratio of Newjaisa Technologies Limited may not be meaningful due to a negative EPS in Fiscal 2025.
ii. Return on net worth (RoNW) is computed as profit/ (loss) for the year attributable to Equity shareholders divided by net worth as at March 31,
2025.
iii. NAV per equity share has been computed as the networth divided by the total number of shares outstanding, as at March 31, 2025.
Rationale for selection of listed industry peers
We operate under the brand “Electronics Bazaar”, with presence across the full refurbishment value chain i.e., from
sourcing to refurbishment to sales, to after – sale services and providing warranty. Our comprehensive process of
refurbishment of ICT Devices such as laptops, desktops, tablets, servers, premium smartphones, mobile workstations and
accessories ensures that such devices are similar to new, in terms of both performance and aesthetics. We solve customers’
requirement of affordable, reliable and premium ICT Devices which are as good as new devices, both functionally and
aesthetically, and are backed by proven warranty. We are India’s largest Microsoft authorised refurbisher, in terms of
refurbishing capability, as of Fiscal 2025 (Source: 1Lattice Report). Other than Newjaisa Technologies Limited, we do not
have any listed industry peer whose business profile is comparable to our businesses in terms of our size, scale and our
business model.
102G. Key Performance Indicators
The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for Offer
Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated July 17, 2025 and
certified by our Managing Director on behalf of the management of our Company by way of certificate dated July 17,
2025.The management and the Audit Committee have confirmed that the KPIs disclosed below have been identified and
disclosed in accordance with the SEBI ICDR Regulations and the Industry Standards on Key Performance Indicators
Disclosures in the Draft Offer Document and Offer Document. Further, the management and Audit Committee have
confirmed that there are no KPIs pertaining to our Company that have been disclosed to any investors at any point of time
during the three years period prior to the date of filing of this Red Herring Prospectus have been disclosed in this section.
Additionally, the KPIs herein have been certified by our Statutory Auditors pursuant to a certificate dated July 17, 2025.
This certificate has been designated as a material document for inspection in connection with the Offer. See “Material
Contracts and Documents for Inspection” on page 392.
The KPIs that have been consistently used by the management to analyse, track and monitor the operational and financial
performance of the Company, which have been consequently identified as relevant and material KPIs and are disclosed in
this “Basis for Offer Price” section.
In addition to the above, the Audit Committee also noted that other than the below mentioned KPIs, there are certain items/
metrics which have been included in the business description, management discussion and analysis or financials in this
RHP but these are not considered to be a performance indicator or deemed to have a bearing on the determination of Offer
Price. For details, see “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Restated Consolidated Financial Information” on pages 172, 292 and 238, respectively.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least
once a year, for a duration of one year after the date of listing of the Equity Shares on the Stock Exchanges or till the
utilisation of the Offer Proceeds as per the disclosure made in the section “Objects of the Offer” starting on page 91 of this
Red Herring Prospectus, whichever is later, or for such other duration as required under the SEBI ICDR Regulations.
Key performance indicators:
Our Company considers the following key performance indicators (“KPI”) to have a bearing for arriving at the basis for
the Offer Price The table below also sets forth KPIs as at Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue from Operations (1) In ₹ million 14,111.10 11,381.38 6,595.42
Gross Margin (2) In ₹ million 2,524.67 1,401.52 1,011.45
Gross Margin (%) (3) % 17.89% 12.31% 15.34%
EBITDA(4) In ₹ million 1,261.44 849.04 500.40
EBITDA Margin (%) (5) % 8.94% 7.46% 7.59%
PAT(6) In ₹ million 690.33 523.05 324.28
PAT Margin (%) (7) % 4.89% 4.60% 4.92%
RoE (%) (8) % 30.40% 31.96% 28.97%
ROCE (%) (9) % 17.31% 16.72% 17.91%
Net Working Capital (no. of days) (10) Count in days 68 42 61
Property, plant and equipment (Gross) turnover ratio (11) Number 30.41 31.97 60.65
Operational KPIs
Revenue split by geography In ₹ million 14,111.10 11,381.38 6,595.42
- Within India In ₹ million 3,453.28 4,783.90 3,262.92
- Outside India In ₹ million 10,657.82 6,597.48 3,332.50
Volume of devices refurbished (12) Number 590,787 369,320 248,135
No. of customers served (13) Number 4,154 3,252 1,833
No. of procurement partners (14) Number 557 356 265
Notes:
1. Revenue from operations as per Restated Consolidated Financial Information.
2. Gross Margin is calculated as revenue from operations as per Restated Consolidated Financial Information minus cost of materials consumed.
3. Gross Margin (%) is computed as material margin divided by revenue from operations *100.
4. EBITDA is calculated as restated profit before tax (before exceptional items) plus finance costs and depreciation and amortization expenses.
5. EBITDA Margin (%) is computed as EBITDA divided by revenue from operations*100.
6. PAT is restated profit for the year as per Restated Consolidated Financial Information.
7. PAT Margin (%) is calculated as restated profit for the year divided by Revenue from Operation.
1038. Return on Equity (ROE) (%) is calculated as PAT attributable to owners of the Company as a % Shareholders’ equity.
9. ROCE is calculated as EBIT as a % of capital employed. EBIT is calculated as EBITDA minus depreciation and amortization and impairment of
goodwill. Capital employed including non controlling interest refers to sum of total equity plus borrowings plus current maturities of long term
borrowings.
10. Net Working Capital (no. of days) are calculated by dividing net working capital by revenues from operation multiplied by 365. Net working capital
amount is calculated as current assets less current liabilities.
11. Property, plant and equipment (gross) turnover ratio is calculated by dividing revenues from operation by gross block value of property, plant and
equipment as per Restated Consolidated Financial Information.
12. Volume of devices refurbished (No.) is calculated as sum of total numbers of ICT devices refurbished by the Company during the period.
13. No. of customers served (No.) is calculated as sum of customers invoiced by the Company during the period.
14. No. of procurement partners (No.) is calculated as sum of procurement partners from which the Company had purchases during the period.
Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational and/or
financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review and
assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in isolation
or as a substitute for the Restated Consolidated Financial Information. We use these KPIs to evaluate our financial and
operating performance. Some of these KPIs are not defined under Ind AS and are not presented in accordance with Ind AS.
These KPIs have limitations as analytical tools.
Further, these KPIs may differ from the similar information used by other companies and hence their comparability may
be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures
of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. Although
these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our
Company’s management believes that it provides an additional tool for investors to use in evaluating our ongoing operating
results and trends and in comparing our financial results with other companies in our industry because it provides
consistency and comparability with past financial performance, when taken collectively with financial measures prepared
in accordance with Ind AS.
Investors are encouraged to review the GAAP measures and to not rely on any single financial or operational metric to
evaluate our business.
Explanation for the KPI metrics
S. No. KPI Explanation
1. R evenue from Operations (in Revenue from Operations is used by the Company to track the revenue profile of the business
₹ million) and in turn helps assess the overall financial performance of the Company and size of the
business.
2. G ross Margin (in ₹ million) Gross profit provides information regarding the profits earned by reducing the material cost
from Revenue from operations.
3. G ross Margin (%) Gross profit margin is an indicator of the profitability on Revenue from Operations.
4. E BITDA (in ₹ million) EBITDA provides information regarding the operational efficiency of the business.
5. E BITDA Margin (%) EBITDA margin is an indicator of the operational profitability and financial performance of the
business.
6. P AT (in ₹ million) Profit after tax provides information regarding the overall profitability of the
business.
7. P AT Margin (%) PAT Margin is an indicator of the overall profitability and financial performance of the business.
8. R oE (%) RoE provides how efficiently the Company generates profits from shareholders’ funds.
9. R OCE (%) ROCE provides how efficiently the Company generates earnings from the capital employed in
the business.
10. N et Working Capital (no. of Measure the conversion of working capital into cash, reflecting liquidity and operational
days) efficiency.
11. P roperty, plant and Property, plant and equipment (Gross) turnover ratio measures the efficiency with which a
equipment (Gross) turnover company generates sales from its existing property, plant and equipment.
ratio
12. R evenue split by geography Revenue from Operations of the business split for its share within India and outside India enables
(in ₹ million) the Company to track the progress of the revenues in the domestic and export markets.
Within India (in ₹ million)
Outside India (in ₹ million)
13. V olume of devices This metrics enables tracking of scale of operational facilities and thereby provides various
refurbished (no.) operational insights which are used to allocate resources and improve efficiencies.
14. N o. of customers served This metrics enables tracking the demand of product from long tail of customers and thereby
(no.) provides various operational insights to plan demand and serve the same effectively.
15. N o. of procurement partners This metrics enables tracking the sources of procurement from long tail of partners and thereby
(no.) provides various operational insights which are used to ensure sustained procurement of used
ICT devices.
104H. Comparison of its KPIs with Listed Industry Peer
Comparison of our Company’s KPIs for Fiscal 2025, Fiscal 2024 and Fiscal 2023 with listed industry peer:
(in ₹ million, unless otherwise stated)
Particulars Unit GNG Electronics Limited Newjaisa Technologies
Limited
As at and for the Fiscal ended As at and for the Fiscal ended
2025 2024 2023 2025 2024 2023
Financial KPIs
Revenue from Operations (1) In ₹ million 14,111.10 11381.38 6595.42 656.55 617.32 445.30
Gross Margin (2) In ₹ million 2,524.67 1401.52 1011.45 229.51 288.13 193.28
Gross Margin (3) % 17.89% 12.31% 15.34% 34.96% 46.67% 43.40%
EBITDA(4) In ₹ million 1,261.44 849.04 500.40 14.76 89.38 87.39
EBITDA Margin (5) % 8.94% 7.46% 7.59% 2.25% 14.48% 19.62%
PAT(6) In ₹ million 690.33 523.05 324.28 (11.32) 63.18 67.36
PAT Margin (7) % 4.89% 4.60% 4.92% (1.72%) 10.23% 15.13%
RoE (8) % 30.40% 31.96% 28.97% (1.45%) 11.44% 72.42%
ROCE (9) % 17.31% 16.72% 17.91% (0.36%) 13.26% 51.98%
Net Working Capital (no. of days) (10) Count in
68 42 61 325 265 72
days
Property, plant and equipment (Gross) turnover
Number 30.41 31.97 60.65 NA* 5.06 104.09
ratio (11)*
Operational KPIs
Revenue split by geography In ₹ million 14,111.10 11,381.38 6,595.42 656.55 617.32 445.30
Within India In ₹ million 3,453.28 4,783.90 3,262.92 NA* 617.32 445.30
Outside India In ₹ million 10,657.82 6,597.48 3,332.50 NA* - -
Volume of devices refurbished (12) Number 590,787 369,320 248,135 NA* 54,322 42,043
No. of customers served (13) Number 4,154 3,252 1,833 NA* NA* NA*
No. of procurement partners (14) Number 557 356 265 NA* NA* NA*
* Information is not publicly available.
Source: All the financial information for listed industry peer mentioned above is on a standalone basis and is sourced from the financial results for Fiscal
2025 of Newjaisa Technologies Limited.
Notes:
1. Revenue from operations as per Restated Consolidated Financial Information.
2. Gross Margin is calculated as revenue from operations as per Restated Consolidated Financial Information minus cost of materials consumed.
3. Gross Margin (%) is computed as material margin divided by revenue from operations *100.
4. EBITDA is calculated as restated profit before tax (before exceptional items) plus finance costs and depreciation and amortization expenses.
5. EBITDA Margin (%) is computed as EBITDA divided by revenue from operations*100.
6. PAT is restated profit for the year as per Restated Consolidated Financial Information.
7. PAT Margin (%) is calculated as restated profit for the year divided by Revenue from Operation.
8. Return on Equity (ROE) (%) is calculated as PAT attributable to owners of the Company as a % Shareholders’ equity.
9. ROCE is calculated as EBIT as a % of capital employed. EBIT is calculated as EBITDA minus depreciation and amortization and impairment of
goodwill. Capital employed including non controlling interest refers to sum of total equity plus borrowings plus current maturities of long term
borrowings.
10. Net Working Capital (no. of days) are calculated by dividing net working capital by revenues from operation multiplied by 365. Net working capital
amount is calculated as current assets less current liabilities.
11. Property, plant and equipment (gross) turnover ratio is calculated by dividing revenues from operation by gross block value of property, plant and
equipment as per Restated Consolidated Financial Information
12. Volume of devices refurbished (No.) is calculated as sum of total numbers of ICT devices refurbished by the Company during the period.
13. No. of customers served (No.) is calculated as sum of customers invoiced by the Company during the period.
14. No. of procurement partners (No.) is calculated as sum of procurement partners from which the Company had purchases during the period.
I. Comparison of KPIs over time based on additions or dispositions to the business
Our Company has not undertaken a material acquisition or disposition of assets / business for the periods that are covered
by the KPIs and accordingly, no comparison of KPIs over time based on additions or dispositions to the business, have
been provided.
J. Weighted average cost of acquisition, Floor Price and Cap Price
(a) Price per share of our Company based on primary/ new issue of Equity Shares or convertible securities
(excluding Equity Shares issued under employee stock option plans and issuance of Equity Shares pursuant to
a bonus issue) during the 18 months preceding the date of this Red Herring Prospectus, where such issuance is
equal to or more than 5% of the fully diluted paid up share capital of our Company (calculated based on the
pre-Offer capital before such transactions and excluding employee stock options granted but not vested) in a
105single transaction or multiple transactions combined together over a span of rolling 30 days. (“Primary
Transactions”)
There has been no issuance of Equity Shares or convertible securities, excluding the issuance of bonus shares, during
the 18 months preceding the date of this Red Herring Prospectus, where such issuance is equal to or more than 5% of
the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before such
transaction(s) and excluding employee stock options granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days.
(b) Price per share of our Company based on secondary sale / acquisition of Equity Shares or convertible securities,
where our Promoters, Selling Shareholders, members of our Promoter Group, or Shareholder(s) having the
right to nominate director(s) to the Board of the our Company are a party to the transaction (excluding gifts),
during the 18 months preceding the date of filing of this Red Herring Prospectus, where either acquisition or
sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated based on
the pre-Offer capital before such transactions and excluding employee stock options granted but not vested), in
a single transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary
Transactions”)
There have been no secondary sale / acquisitions of Equity Shares or any convertible securities, where the Promoters,
members of the Promoter Group, Selling Shareholders, or Shareholder(s) having the right to nominate director(s) on
the board of directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding
the date of this Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted
paid up share capital of the Company (calculated based on the pre-Offer capital before such transaction(s)and excluding
employee stock options granted but not vested), in a single transaction or multiple transactions combined together over
a span of rolling 30 days.
(c) Since there are no such transactions to report to under (a) and (b), therefore, information based on last 5
primary or secondary transactions (secondary transactions where Promoters / Promoter Group entities or
Selling Shareholders or Shareholder(s) having the right to nominate director(s) on the Board of our Company,
are a party to the transaction), not older than three years prior to the date of this Red Herring Prospectus
irrespective of the size of transactions, is as below:
a. Primary transactions:
Except as disclosed below, there have been no primary transactions in the last three years preceding the date of
this Red Herring Prospectus:
Date of Number of Face value Issue Price Nature of Nature of Total
Allotment Equity Shares per equity Equity Shares allotment consideration Consideration
share (₹) (in ₹ million)
December 5, 96,940,000* 2 Nil Bonus Issue N.A. Nil
2024
Weighted average cost of acquisition (WACA) (primary issuances) (₹ per Equity Share) Nil
As certified by our Statutory Auditor, pursuant to their certificate dated July 17, 2025.
* Adjusted for Split of Equity Shares.
b. Secondary transactions:
Except as disclosed below, there have been no secondary transactions in which Promoters, members of the
Promoter Group, Selling Shareholders are a party to the transaction, in the last three years preceding the date of
this Red Herring Prospectus:
Date of Name of Name of Number Face Price Nature of Nature of Total
Transfer Transferee Transferor of value Equity transaction consideration Consideration
Equity per Shares (in ₹ million)
Shares equity
share
(₹)
September Karuna Sharad 2,505* 2 Nil^ Gift Other than cash Nil
27, 2024 Rajendra Khandelwal
Ringshia
September Pramila Sharad 2,505* 2 Nil^ Gift Other than cash Nil
27, 2024 Khandelwal Khandelwal
Weighted average cost of acquisition (WACA) (Secondary issuances) (₹ per Equity Share) Nil
As certified by our Statutory Auditor, pursuant to their certificate dated July 17, 2025.
* Adjusted for bonus issue and split of Equity Shares.
106^ Nil as it was a gift transfer.
Weighted average cost of acquisition, floor price and cap price
Types of transactions Weighted average cost of Floor price (i.e., ₹ [•]) Cap price (i.e., ₹ [•])
acquisition (₹ per Equity
Share)
WACA of Primary Transactions NA NA NA
WACA of Secondary Transactions NA NA NA
Since there were no Primary Transactions or Secondary Transactions during the 18 months preceding the date of filing of this Red
Herring Prospectus, the information has been disclosed for price per share of our Company based on the last five primary or secondary
transactions (where promoters/promoter group entities or the Investor Selling Shareholder or shareholder(s) having the right to
nominate director(s) on the Board), are a party to the transaction, not older than three years prior to the date of this Red Herring
Prospectus irrespective of the size of the transaction
- Based on primary transactions Nil [·] times [·] times
- Based on secondary transactions Nil [·] times [·] times
Note: As certified by our Statutory Auditors, pursuant to their certificate dated July 17, 2025.
K. Explanation for Offer Price / Cap Price being [·] times of WACA of Primary Issuance (set out in VIII above) along
with our Company’s key financial and operational metrics and financial ratios for Fiscals 2025, 2024 and 2023.
[·]*
* To be included on finalisation of Price Band.
L. Explanation for Offer Price / Cap Price being [·] times of WACA of Secondary Transactions (set out in VIII above)
in view of the external factors which may have influenced the pricing of the Offer.
[·]*
* To be included on finalisation of Price Band.
M. The Offer price is [●] times of the face value of the Equity Shares
The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLMs on the basis of the demand
from investors for the Equity Shares through the Book Building process. Our Company, in consultation with the BRLMs
are justified of the Offer Price in view of the above qualitative and quantitative parameters. Investors should read the above-
mentioned information along with “Risk Factors”, “Our Business”, Management Discussion and Analysis of Financial
Position and Results of Operations” and “Financial Information” on pages 26, 172, 292 and 238 respectively, to have a
more informed view. The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors”
on page 26 and you may lose all or part of your investments.
107STATEMENT OF SPECIAL TAX BENEFITS
Date: July 7, 2025
The Board of Directors,
GNG Electronics Limited
415, Hubtown Solaris, N.S.Phadke Marg,
Near East West Flyover Bridge, Andheri East
Mumbai – 400069
Maharashtra, India
Dear Sirs/ Madams,
Sub: Statement of possible special tax benefit (the “Statement”) available to GNG Electronics Limited (the
“Company”), the shareholders of the Company and its Material Subsidiary (as defined in Schedule I) prepared
to comply with the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements), 2018 as amended (the “SEBI ICDR Regulations) in connection with the proposed initial public
offering of equity shares of face value of ₹ 2 each (the “Equity Shares”) of the Company (such offering, the
“Offer”)
We, Shankarlal Jain & Associates LLP, Statutory Auditors of the Company, hereby confirm that the enclosed Annexure A,
prepared by the Company and initialled by us for identification purpose (“Statement”) for the Offer, provides the possible
special tax benefits available to the Company, the shareholders of the Company and its material subsidiary (as defined in
Schedule I) (“Material Subsidiary”) under direct tax and indirect tax laws presently in force in India, including the Income-
tax Act, 1961, the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017, the Union
Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017 (collectively, “GST Act”),
Customs Act, 1962 and the Customs Tariff Act, 1975 (read with the rules, circulars and notifications issued in connection
thereto) . Several of these benefits are dependent on the Company, its material subsidiaries or its shareholders fulfilling the
conditions prescribed under the relevant statutory provisions. Hence, the ability of Material Subsidiary (as defined in Schedule
I) identified as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations,
2015, to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company
faces in the future, the Company may or may not choose to fulfil.
This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR Regulations.
While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, for the purpose of this Statement,
it is assumed that with respect to special tax benefits available to the Company, the same would include those benefits as
enumerated in the Annexure A. Any benefits under the taxation laws other than those specified in Annexure A are considered
to be general tax benefits and therefore not covered within the ambit of this Statement. Further, any benefits available under
any other laws within or outside India, except for those mentioned in the Annexure A have not been examined and covered by
this statement.
The benefits discussed in the enclosed Statement are not exhaustive. The Statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the
individual nature of the tax consequences and changing tax laws, each investor is advised to consult his or her own tax consultant
with respect to the specific tax implications arising out of their participation in the Offer.
In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available under the
applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal
domicile.
We do not express any opinion or provide any assurance as to whether:
• The Company, he shareholders of the Company and its Material Subsidiary (as defined in Schedule I) will continue to
obtain these benefits in the future; or
• The conditions prescribed for availing of the benefits, where applicable have been/would be met with.
• The revenue authorities/courts will concur with the views expressed herein.
This statement is prepared solely in connection with the Offer and is not to be used, referred to or distributed for any other
purpose.
108LIMITATIONS
Our views expressed in the enclosed Annexure are based on the facts and assumptions indicated above. No assurance is given
that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the information,
explanations and representations obtained from the Company and on the basis of our understanding of the business activities
and operations of the Company and the existing provisions of taxation laws in force in India and its interpretation, which are
subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. Reliance
on the statement is on the express understanding that we do not assume responsibility towards the investors and third parties
who may or may not invest in the initial public offer relying on the statement. This statement has been prepared solely in
connection with the proposed initial public offering of equity shares of the Company under the ICDR Regulations.
Yours faithfully,
For and on behalf of Shankarlal Jain & Associates LLP
Chartered Accountants
Firm Registration Number: 109901W/W100082
Name: Satish Jain
Designation: Partner
Membership No.: 048874
UDIN: 25048874BMJHCT2284
Place: Mumbai
109SCHEDULE I
LIST OF DIRECT AND INDIRECT TAX LAWS (‘TAX LAWS’)
• Income-tax Act, 1961 and Income-tax Rules, 1962
• Central Goods and Services Tax Act, 2017
• Integrated Goods and Services Tax Act, 2017
• Union Territory Goods and Services Tax Act, 2017
• Goods and Services Tax legislations as promulgated by various states
• Customs Act, 1962
LIST OF MATERIAL SUBSIDIARY CONSIDERED AS PART OF THE STATEMENT
There is one material subsidiary as on March 31, 2025 named Electronics Bazaar FZC, Sharjah.
Note 1: Material subsidiary identified in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended from time to time, includes a subsidiary whose turnover or net worth in the immediately preceding year (i.e. March 31, 2025)
exceeds 10% of the consolidated income or consolidated net worth respectively, of the holding company and its subsidiary in the immediate preceding year.
110ANNEXURE A
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY, THE
SHAREHOLDERS OF THE COMPANY AND ITS MATERIAL SUBSIDIARY UNDER THE APPLICABLE
DIRECT AND INDIRECT TAX LAWS IN INDIA
INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE TAX
IMPLICATIONS OF AN INVESTMENT AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF
EQUITY SHARES IN THE SECURITIES, PARTICULARLY IN VIEW OF THE FACT THAT CERTAIN RECENTLY
ENACTED LEGISLATION MAY NOT HAVE A DIRECT LEGAL PRECEDENT OR MAY HAVE A DIFFERENT
INTERPRETATION ON THE BENEFITS, WHICH AN INVESTOR CAN AVAIL IN THEIR PARTICULAR SITUATION.
STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY AND
SHAREHOLDERS OF THE COMPANY AND THE MATERIAL SUBSIDIARY
I. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY UNDER THE INCOME TAX ACT,
1961
The statement of tax benefits outlined below is as per the Income-tax Act, 1961 read with Income Tax Rules, circulars,
notifications (“Income Tax Law”), as amended from time to time and applicable for financial year 2024-25 relevant
to assessment year 2025-26. These special tax benefits are dependent on the Company fulfilling the conditions
prescribed under the Income Tax Law. Hence, the ability of the Company to derive the special tax benefits is dependent
upon fulfilling such conditions, which are based on business imperatives it faces in the future, it may or may not choose
to fulfil.
Lower corporate tax rate under Section 115BAA of the Income-tax Act, 1961 (“the Act”): As per Section 115BAA of
the Act as inserted vide the Taxation Laws (Amendment) Act, 2019, with effect from Financial Year 2022-23, 2023-
24, 2024-2025 (i.e. AY 2023-24, 2024-25, 2025-2026), a domestic company has an option to pay income tax in respect
of its total income at a concessional tax rate of 22% (plus surcharge of 10% and cess of 4%) provided the company
does not avail specified exemptions/incentives/ deductions or set-off of losses, unabsorbed depreciation etc. and
claiming depreciation in prescribed manner and complies with other conditions specified in section 115BAA of the
Act.
In case a company opts for Section 115BAA of the Act, provisions of MAT under Section 115JB of the Act would not
be applicable and MAT credit of the earlier year(s) will not be available for set-off.
The option needs to be exercised on or before the due date of filing the tax return in prescribed manner. Option once
exercised, cannot be subsequently withdrawn for the same or any other tax year and therefore, shall apply to subsequent
assessment years. Further, if the conditions mentioned in section 115BAA of the Act are not satisfied in any year, the
option exercised shall become invalid in respect of 155 such year and subsequent years, and the other provisions of
the Act shall apply as if the option under section 115BAA had not been exercised.
The tax expenses are recognized in the statement of profit and loss of for the year ended March 2025 by applying the
tax rate as prescribed in Section 115BAA of the Act. The Company has represented to us that they have opted for
section 115BAA of the Act from the Assessment Year 2023-24 onwards.
II. POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS
The Company would be required to deduct tax at source on the dividend paid to the shareholders, at applicable rates.
In case of shareholders who are individuals, Hindu Undivided Family, Association of Persons, Body of Individuals,
and every artificial juridical person, surcharge would be restricted to 15%, irrespective of the amount of dividend. The
shareholders would be eligible to claim the credit of such tax in their return of income.
However, as per the provisions of section 194 of the Act, no deduction of tax at source would be required in case of
an individual, where dividend is distributed in modes other than cash and the aggregate amount of such dividends
distributed during the year by the company to the shareholder does not exceed Rs. 5,000.
As per Section 112A of the Act, long-term capital gains arising from transfer of a listed equity share shall be taxed at
12.5% (without indexation) of such capital gains subject to fulfilment of prescribed conditions under the Act. It is
worthwhile to note that tax shall be payable on long-term capital gains exceeding INR 1,25,000. This new tax rate will
apply to securities sold on or after July 23,2024 for the FY 2024-25.
111III. SPECIAL INCOME TAX BENEFITS AVAILABLE TO THE MATERIAL SUBSIDIARY
There is no Direct tax benefit available for Material Subsidiary incorporated and regulated by the Sharjah Airport
International Free Zone (SAIF Zone) Authority, Government of Sharjah. Sharjah Airport International Free Zone.
112STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY AND
SHAREHOLDERS OF THE COMPANY
The Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods
and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, the Customs Act, 1962 and the Customs Tariff
Act, 1975 (collectively referred to as “Indirect tax”)
I. STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE COMPANY
A. Benefits under The Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy
2015-20)
Remission of Duties and Taxes on Exported Products (RoDTEP)
The Remission of Duties and Taxes on Exported Products (RoDTEP) scheme was announced by Government
of India (GOI) on 14th September 2019 to boost exports. The objective of scheme is to refund, currently un-
refunded duties/taxes/levies at the Central, State and Local level, borne on the exported product including
prior stage cumulative indirect taxes on goods and services used in production of the exported product; and
such indirect duties/taxes/levies in respect of distribution of exported products. Under the scheme, rebate of
aforesaid taxes will be given in the form of electronic scrip which could be utilized for payment of Basic
Customs Duty.
B. Benefits of Duty Drawback scheme under Section 75 of the Customs Act, 1962
As per section 75, Central Government is empowered to allow duty drawback on export of goods, where the
imported materials are used in the manufacture of such exported goods. Unlike the manner of granting benefit
under aforesaid FTP schemes, here the main principle is that the Government fixes a rate per unit of final
article to be exported out of the country as the drawback amount payable on such goods.
C. Benefits under the Central Goods and Services Act, 2017, respective State Goods and Services Tax Act, 2017,
Integrated Goods and Services Tax Act, 2017
Export of goods or/ and services under the Goods and Services Tax (‘GST’) law inter-alia allows export of
goods or / and services at zero rate on fulfilment of certain conditions. Exporters can export under Bond /
Letter of Undertaking (LUT) without payment of IGST and claim refund of accumulated Input tax credit
(‘ITC’). There is also an alternative available to export with payment of IGST and subsequently claim rebate
(refund thereof) as per the provisions of Section 54 of Central Goods and Services Tax Act, 2017. The Finance
Bill 2021 however has inserted suitable provisions stating that the said benefit of exporters to pay IGST on
exports and subsequently claiming rebate thereof would be available only to notified persons, though the
relevant notification in this regard is awaited.
II. SPECIAL INDIRECT TAX BENEFITS FOR SHAREHOLDERS OF THE COMPANY
Shareholders of the Company are not eligible to special indirect tax benefits under the provisions of the Central Goods
and Services Act 2017 (read with Central Goods and Services Tax Rules, circulars, notifications), respective State
Goods and Services Tax Act, 2017 (read with respective State Goods and Services Tax Rules, circulars, notifications),
Integrated Goods and Services Tax Act, 2017 (read with Integrated Goods and Services Tax Rules, circulars,
notifications), The Foreign Trade (Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2015-20),
Customs Act, 1962 (read with Custom Rules, circulars, notifications), Customs Tariff Act, 1975 (read with Custom
Tariff Rules, circulars, notifications) and Special Economic Zones Act, 2005.
III. SPECIAL INDIRECT TAX BENEFITS FOR MATERIAL SUBSIDIARY OF THE COMPANY
There is no indirect tax benefits available to the material subsidiaries of the company
• The special tax benefits discussed in the Statement are not exhaustive and is only intended to provide general
information to the investors and hence, is neither designed nor intended to be a substitute for a professional
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor
is advised to consult his or her own tax consultant with respect to the specific tax implications.
• The Statement is prepared on the basis of information available with the Management of the Company and
there is no assurance that:
• The Company or its shareholders will continue to obtain these benefits in future;
113• The conditions prescribed for availing the benefits have been / would be met with; and
• The revenue authorities / courts will concur with the view expressed herein.
• The above views are basis the provisions of law, their interpretation and applicability as on date, which may
be subject to change from time to time and that department may take a view contrary to that indicated above.
114SECTION V – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
1. Global & India Macroeconomic Scenario
1.1. Global GDP is expected to rise at a CAGR of 4.5% from CY24-29, having grown at a CAGR of 4.1% from
CY18-24
Global growth in CY24 exceeded 3%, despite challenges such as higher interest rates, tighter financial conditions, and
geopolitical tensions, including Russia’s ongoing war in Ukraine, the escalating conflict in the Middle East, and
strained US-China relations marked by sanctions on goods ranging from solar cells to computer chips. GDP growth is
projected to average ~3% from CY24 to CY29. In comparison, India is expected to sustain the highest growth rate,
with its current year-on-year growth rate at 6.5% in CY24, and is expected to maintain the highest growth rate till
CY29. Rising global GDP increases disposable income, driving demand for cost-effective refurbished electronics as
consumers seek value-oriented technology upgrades.
1.2. Emerging Asia region is expected to have the highest GDP growth rates when compared to other global
economies
Regional variations have resulted in stronger growth rates in certain areas compared to other regions. In comparison,
Emerging Asia is expected to maintain the highest growth rate, with its current Y-o-Y growth rate at 4.5% in CY25.
This growth is driven by robust domestic consumption in most ASEAN countries and significant public investments
in China and India.
Note(s): *Euro area consists of advanced Economies like Germany, France, Italy, Spain, Netherlands, etc. *G7
includes Canada, France, Germany, Italy, Japan, USA and UK
1151.3. World GDP per capita is expected to grow at CAGR of 3.6% during CY24-29 and reach US$ 16,605
According to the International Monetary Fund (IMF), world GDP per capita has grown at a CAGR of 3.2% during
CY18-CY24 and is expected to grow at a CAGR of 3.6% during CY24-29 and reach US$ 16,605.
1.4. India’s GDP was at US$ 3.9T in CY24 and is estimated to reach US$ 6.1T in CY29, growing at a CAGR of 9.5%
from CY24-29
India is the fifth largest economy in the world and is expected to be the third largest by CY28. As per government
targets, it is expected to reach US$ 7T by CY30. Over the next 10-15 years, India is expected to be among the top
economies due to demand, robust growth in various sectors, and increased private consumption. Indian private
consumption is expected to be driven by an increasing proportion of the male and female working-age population and
a rise in household income.
India’s GDP (at current prices) grew from US$ 2.7T to US$ 3.9T between CY18 and CY24 due to robust reforms like
GST, corporate tax revision, and revised FDI limits. As per IMF projections, India’s GDP (at current prices) is expected
to grow at a rate of 9.5% from CY24 to CY29, making it one of the fastest-growing large economies globally.
1161.5. India’s per capita income stood at US$ 2.7K in CY24 and is expected to reach US$ 4.1K by CY29
Over CY24-29, India’s GDP per capita is projected to grow at 8.6% annually, driven by strong manufacturing, youthful
workforce, higher agricultural output, rising consumer spend and robust government spending, making it the fastest-
growing major economy, followed by China (5.7%), the UK (4.5%), the USA (3.5%), and Germany (3.0%). India’s
GDP growth is driven by factors like:
• Rise in population
India’s population was 1.1B in 2000 and grew at a CAGR of 2.2% till CY24 to reach 1.44B; the Indian
population is expected to grow at 0.8% CAGR from CY24 to 1.51B in 2030. India surpassed China to become
the most populous country in the world in CY23. A rise in India’s population, especially in the working-age
group, is expected to grow GDP by expanding the labour force, boosting productivity, and increasing
consumer demand, driving economic activity.
• Demographic dividend
India’s demographic dividend, characterized by a large and youthful workforce, serves as a key growth driver
for GDP by increasing labour supply, boosting productivity, and fostering innovation. This favourable age
structure offers a window of opportunity for accelerated economic growth, provided there is adequate
investment in education, skill development, and employment creation.
• Increase in consumer spending
India is primarily a consumer demand–driven economy, with private consumption accounting for over 60%
of GDP. An uptick in consumer spending typically signals a broader economic expansion. Consumer
spending in India is forecasted to surpass US$ 4T by CY30.
• Government spending
The Indian government has been focusing on capital expenditure, particularly in infrastructure and asset-
building projects. This includes investments in roads, railways, and other public infrastructure, which have a
multiplier effect on the economy.
• Increase in Gross Fixed Capital Formation
According to the Ministry of Statistics and Programme Implementation (MoSPI), GFCF as a percentage of
GDP increased from 29.2% in FY23 to 31.3% in FY24, reflecting a 2% growth. This increase is driven by
both government and private sector investments in productive assets, infrastructure development, and capital
projects, supported by initiatives like ‘Make in India’, ‘Scheme for Special Assistance to States for Capital
Expenditure’, and ‘Scheme for Special Assistance to States for Capital Investment’, etc.
1.6. As of CY24, 15-64 years age group has the highest share of 68% which is expected to grow to 69% by CY29
In CY18, 15-64 years age group comprised of the highest percentage of population at 67%. As of CY24, 15-64 years
age group percentage share has risen to 68% and is further expected to grow to 69% by CY29. The 0-14 years age
117group share of the population is on a declining trend with 27% in CY18 and 25% in CY24, and is expected to be 23%
in CY29. The size of India’s workforce is a major competitive advantage as the country tries to become a global design
and manufacturing hub. The establishment of the Ministry of Skill Development and Entrepreneurship, which provides
funding and skill development opportunities to individuals and enterprises, by the government to boost job creation
and economic growth, is also one step in the positive direction.
1.7. Share of urban population in India as a percentage of the overall population is expected to rise from 37% in
CY24 to 40% in CY29
The share of urban population in India as a percentage of the overall population is expected to rise from 37% in CY24
to 40% in CY29, and India is expected to add over 400M people in urban areas by CY50. This urban shift is fuelling
demand for residential properties, gated communities, and integrated townships, catering to the desire for upgraded
lifestyles and modern amenities. Additionally, there’s a growing focus on sustainability, leading to the development
of eco-friendly and energy-efficient buildings. The rise of smart cities, coupled with digitalization and changes in real
estate preferences, is reshaping the market landscape.
1.8. Average household size in India as of CY24 stands at 4.33 people which is expected to decrease to 4.16 by CY29
The average household size in India as of CY24 stood at 4.33 people and is expected to decrease to 4.16 people by
CY29. In recent decades, India has seen a decline in household size, driven by the rise of nuclear families, spurring
demand in real estate for smaller, independent living spaces.
1181.9. Internet penetration in India has increased from 528M users (41%) in CY18 to 844M users (58%) in CY24,
which is expected to cross 975M users (65%) in CY29
Internet penetration in India has increased from 528M users (41%) in CY18 to 844M users (58%) in CY24, and is
expected to cross 975M users (65%) in CY29. The rapid increase in internet penetration in India can be attributed to
two main factors:
• The widespread adoption of affordable smartphones and mobile data plans, making internet access more
accessible to the masses
• Government initiatives like Digital India, which have focused on improving digital infrastructure and
promoting digital literacy across the country
1.10. The Indian consumer retail market is projected to grow at a CAGR of 9.5% from US$ 1,149B in FY25 to US$
1,811B in FY30
Indian consumer retail market is projected to grow at a CAGR of 9.5% from US$ 1,149B in FY25 to US$ 1,811B in
FY30, driven by rising disposable income, rapid urbanization and technological advancement with widespread
adoption of smartphone and internet connectivity.
119Food and grocery category dominates the share of retail market in FY25 with ~65%, followed by appliances and
consumer durables (9%), and apparel and footwear (8%).
1.11. Government initiatives, increasing domestic demand, rise in FDI and skilled workforce are driving the growth
of the manufacturing sector in India
As India strives to become a US$ 35T economy, the role of the manufacturing sector is pivotal in driving the nation
forward. Manufacturing can be further segmented into end-to-end manufacturing and value-added manufacturing.
Value-added manufacturing involves enhancing a product’s worth through additional processing or features. End-to-
end manufacturing encompasses the entire production process, from raw materials to finished product, typically
handled by a single company or closely integrated supply chain. With skilled labour cost being lower in India, the
trend of shifting the manufacturing base to India from other countries is on the rise, which is being supported by
government initiatives like ‘Make in India’ and ease of inflow of FDI. Apart from this, businesses adopting China + 1
strategy to reduce risk and mitigate the effects of over-reliance on China has further boosted India’s manufacturing
sector as India stands out as a viable alternative.
1201.12. Major investment focus areas of the government are growing e-commerce, digital payments & fintech, fostering
startup environment & promoting Digital India initiative
2. Consumer Electronics, ICT and PC Industry
2.1. Global consumer electronics market
The global consumer electronics market grew from US$ 1,121B in CY18 to US$ 1,246B in CY24, growing at a CAGR
of 1.8% from CY18-24.The muted growth during this period in the consumer electronics market between CY22-24
was primarily driven by the chip shortage in electronics market, global supply chain disruptions, economic uncertainty,
reduction in purchases post-pandemic due to the surge of electronic purchases during the pandemic. The market is a
dynamic and rapidly evolving industry that encompasses a wide range of products such as smartphones, desktops,
laptops, televisions, wearable devices, smart home appliances and other accessories Upcoming growth will be fuelled
by advancements in AI, IoT, and machine learning, which require more efficient devices. Growth in smart and
connected devices and product innovation are also expected to drive the consumer electronics market.
The global consumer electronics market is segmented, reflecting diverse regional preferences and economic factors.
In CY24, smartphones dominated as the largest segment, generating ~US$ 547B (43.9%) in revenue, followed by
Personal Computers (PC) & accessories with ~US$ 180B (14.4%).
1212.1.1. Global Information and Communications Technology (ICT) hardware device market
Information and Communications Technology (ICTs) encompass a wider range of tools than Information Technology
(IT), including various communication technologies such as the mobile phones, computers and supporting accessories.
These technologies enable users to access, retrieve, store, transmit, and manipulate information in digital formats. The
global ICT hardware device market was valued at US$ 727B in CY24 and is projected to reach US$ 1,042B by CY29,
growing at a CAGR of 7.5%.
The ICT hardware device market experienced slow growth from CY18 to CY24, with a CAGR of 2.1%, significantly
influenced by supply chain disruptions and economic uncertainty due to geopolitical conflicts. Persistent supply chain
issues, a residual effect of the COVID-19 pandemic, hindered production and availability, making it challenging for
manufacturers to meet consumer demand. Geopolitical events such as the Russia-Ukraine war and the Israel-Palestine
conflict further created economic uncertainty, leading to reduced consumer confidence and hesitancy in making
significant purchases. Together, these factors contributed to low growth in the market during this period. However,
the market is projected to accelerate at a 7.5% CAGR from CY24 to CY29, driven by increased digitalization, adoption
of advanced technologies, and demand for cloud-based and communication services.
2.1.2. Global PC market
The global personal computer (PC) market, encompassing laptops and desktops, has undergone significant
transformations in recent years, influenced by technological advancements, shifting consumer preferences, and global
events. The COVID-19 pandemic initially triggered a surge in demand as remote work and online education became
122prevalent which led to growth during CY20, CY21 and CY22 but witnessed drop in CY23 due to back to office and
faced economy headwinds in CY24 due to geo-political tensions
Global PC market was valued at US$ 169B in CY24, up from US$ 154B in CY18. The market is steadily growing,
driven by higher disposable incomes, improved internet accessibility, increasing use cases, and a rising preference
among consumers for advanced laptops that offer superior performance and modern design. The global PC market is
expected to reach US$ 220B in CY29, growing with a CAGR of 5.4% from CY24 to CY29.
2.1.3. Market share of key brands in the Global PC market
The global PC market is characterized by intense competition among leading brands, each striving to capture consumer
demand through innovation and strategic positioning. The market is dominated by several key brands, with Lenovo
leading the pack, accounting for approximately 26% of the market share. HP follows closely behind with 22% share,
while Dell holds approximately 16% as of CY24. Apple (9%) and ASUS (7%) also maintain significant positions.
These brands continue to compete fiercely through innovation, product diversification, and strategic pricing to capture
2.1.4. Global supply chain
The supply chain of the global PC market is a complex network that spans multiple industries and regions, from raw
material sourcing to the end customer. Key elements include manufacturing hubs in East Asia, where most components
and devices are produced, R&D and IP centres in places like Silicon Valley and Taiwan, and major consumption hubs
in North America, Europe, and growing markets like India. Trading centres and logistics hubs facilitate the smooth
123flow of goods across borders, while retailers and distributors play a crucial role in delivering products to consumers
and businesses worldwide. This intricate system is supported by cutting-edge innovation, global trade, and efficient
distribution networks, making the PC industry one of the most dynamic sectors in the world.
The global PC market thrives on the diverse competitive advantages of various countries, each playing a pivotal role
in manufacturing, research, consumption, and trade. Here’s a breakdown of the key contributions and strengths of
major geographies in the global supply chain.
China: Largest global hub for cost-effective PC manufacturing, with integrated supply chains for components like
semiconductors and displays.
Taiwan: Leader in semiconductor manufacturing and high-tech components, driven by firms like TSMC and Foxconn.
South Korea: Dominates memory chip and display technology production, led by Samsung and SK Hynix.
United States: Major consumption hub for premium PCs and a global leader in R&D and intellectual property for
hardware and software.
Europe: Significant consumer market with an increasing focus on sustainability and strong protection for intellectual
property, especially in software and telecoms.
India: Rapidly growing consumer market driven by digitalization and demand for affordable PCs. An emerging
manufacturing hub, India is rapidly expanding its role in the global electronics sector under initiatives like “Make in
India” and the Production Linked Incentive (PLI) scheme.
Southeast Asia: Rising demand for budget PCs and gaming hardware, fuelled by increasing internet penetration and
a growing middle class.
Dubai: Dubai excels as electronics trading hub due to its strategic location between Asia, Africa, and MENA,
supported by world-class ports and free trade zones, particularly Jebel Ali Free Zone, offering 0% tax and 100%
foreign ownership. Its robust infrastructure and banking systems enable efficient distribution, making it an ideal re-
export center connecting Asian manufacturers to emerging African and Middle Eastern markets.
Hong Kong: Key global trading hub for PC components and products, leveraging proximity to Chinese manufacturing
centres.
Singapore: Strategic trading centre with advanced logistics, connecting Asian manufacturing hubs with global
markets.
2.1.5. Key growth drivers for PC market
The global PC market is continually evolving, driven by a complex interplay of technological, economic, and social
factors. These key growth drivers shape the industry’s trajectory, influencing everything from product development to
market expansion strategies.
1242.2. US consumer electronics market
The United States consumer electronics market stands as one of the largest and most dynamic globally, encompassing
a diverse range of products from smartphones and laptops to smart home devices and wearables. As of CY24, the US
consumer electronics market was valued at US$ 227B, and expected to grow at a CAGR of 4.4% from CY24-29. This
growth is primarily driven by rapid technological advancements, increasing disposable income among consumers, and
a growing demand for smart, interconnected devices.
The US consumer electronics market is characterized by its diverse product segments, these segments include
smartphones, tablets, computers, televisions, and dishwashers among others, each experiencing unique growth patterns
and market dynamics. Of the total consumer electronics market in the US, the largest segment is smartphones with a
total revenue of US$ 91B in CY24.
1252.2.1. US ICT hardware device market
The US ICT hardware device market within the consumer electronics sector is experiencing a dynamic shift as
advancements in smart technologies and connectivity reshape consumer behaviour. The US ICT hardware device
market was valued at US$ 134B in CY24 and is projected to reach US$ 167B by CY29, reflecting a compound annual
growth rate (CAGR) of 4.5% during the forecast period. This market is characterized by rapid evolution and significant
growth attributed to the rising adoption of smart devices, such as smartphones and laptops. Enhanced wireless
technologies like 5G are facilitating faster and more reliable connections, enabling consumers to utilize these devices
more effectively. The shift towards remote work and digital entertainment has also spurred demand for high-quality
communication tools and video conferencing solutions.
Additionally, as consumers increasingly seek integrated ecosystems that allow seamless interaction between devices,
manufacturers are investing in ICT solutions that enhance user experience and interoperability. The ongoing digital
transformation across industries is further propelling demand for ICT products, fostering innovation and enhancing
productivity. As businesses and consumers increasingly rely on digital services, the US ICT hardware device market
is poised for continued expansion, presenting new opportunities for stakeholders and investors alike.
2.2.2. US PC market
The US PC market remains a significant segment within the broader consumer electronics industry, characterized by
its maturity, ongoing innovation, and resilience in the face of mobile device competition. Encompassing desktops and
126laptops for both consumer and business use, the US PC market has shown remarkable adaptability over the years.
Despite predictions of decline due to the rise of smartphones and tablets, the market has maintained its relevance
through technological advancements, shifting work patterns, and the increasing importance of computing power in
everyday life. As of CY24, the US PC market was valued at US$ 41B and is expected to grow at a CAGR of about
4.1% from CY24-29. The stagnation in CY18-24 is attributed to market saturation following an initial spike in demand
during COVID-19, ongoing supply chain challenges, and the semiconductor shortage, which has further driven the
usage of refurbished electronics.
In the US PC market in CY24, laptops account for US$ 34B, while desktops contribute US$ 7B. By CY29, the share
of laptops is expected to grow even further, driven by the growing preference for portability, flexibility in remote and
hybrid work environments, and advancements in battery life and processing power, which have made laptops more
versatile and capable of meeting both personal and professional needs. In the US PC market, consumer make ~40% of
the market and commercial segments contributes ~60% of the market, driven by the rise of remote work, increasing
digital integration in everyday life, and modernization efforts within businesses and the ongoing shift to digital
learning.
2.2.3. Key growth drivers in US market
The United States PC market, while influenced by global trends, is shaped by a unique set of factors deeply rooted in
the country’s economic, technological, and policy landscape. These drivers reflect the distinctive characteristics of the
US market, including its strong government and defence sectors and emphasis on technological education.
1272.2.4. Market share of key brands in US PC market
The PC market in the US is characterized by intense competition among a handful of major brands, each vying for a
larger slice of the consumer and business segments. As of CY24, the market is primarily dominated by five key players:
HP, Dell, Lenovo, Apple, and Acer. In CY24, HP emerged as the leading brand in total PC shipments across the U.S.,
capturing 26% of the market. Dell followed closely with a 24% market share, , followed by Lenovo with an 18% share.
2.3. European consumer electronics market
The European consumer electronics market presents a unique landscape characterized by diverse consumer preferences
across its many countries and a strong emphasis on sustainability and technological innovation. The market is
influenced by strict EU regulations on energy efficiency, electronic waste management, and data protection, which
have spurred the development of more environmentally conscious and privacy-oriented products. European consumers
tend to prioritize quality, design, and longevity in their electronics purchases, leading to a market that balances
premium offerings with practical, long-lasting solutions.
128The European consumer electronics market demonstrated robust performance in CY24, reaching a valuation of US$
265B. Projections show a steady growth trajectory with a CAGR of 3.9% from CY24 to CY29. The European
consumer electronics market is similarly segmented, but with distinct characteristics reflecting regional preferences
and economic conditions. Like the US, the largest segment in Europe is smartphones, generating a revenue of US$
95B (35.9%) in CY24. PCs & accessories have the second largest segment with revenue of US$ 41B (15.6%) and US$
36B (13.7%) respectively in CY24.
2.3.1. European ICT hardware device market
In CY24, the European ICT hardware device market was valued at approximately US$ 137B, with a projected CAGR
of 5.4% through CY29. Key drivers include the expansion of 5G networks, the rising importance of cybersecurity, and
the integration of Internet of Things (IoT) technologies, which are transforming industries and enhancing user
experiences. Additionally, initiatives such as the EU’s Digital Compass 2030 aim to enhance digital skills and
connectivity across member states, further bolstering market expansion.
1292.3.2. European PC Market
The European PC market exhibits unique characteristics that set it apart from its global counterparts. With a strong
emphasis on sustainability, the region has seen a growing demand for energy-efficient and eco-friendly computer
models. This trend is partly driven by EU regulations on electronic waste and energy consumption, encouraging
manufacturers to produce more environmentally responsible products. As of CY24, the Europe PC market was valued
at approximately US$ 39B and is expected to grow at a CAGR of about 4.3% from CY24-29.
In contrast to other markets, Europe has witnessed a notable resurgence in desktop PCs. This trend is attributed to the
region’s robust gaming culture and the increasing need for powerful workstations in industries such as design,
engineering, and scientific research.
Another unique aspect of the European PC market is the strong presence of business-oriented computers. Countries
such as the UK, Germany, and the Netherlands have large corporate sectors that drive demand for enterprise-grade
laptops and desktops, often with enhanced security features to comply with stringent EU data protection regulations.
In the European PC market for CY24, laptops attributed to US$ 31B, while desktops accounted for US$ 8B. By CY29,
the laptop segment is predicted to expand its market share significantly, reflecting a shift in consumer and business
preferences. The revenue from laptop sales is expected to rise to US$ 40B by CY29, while desktop sales are projected
to reach US$ 9B during the same period. The European PC market is primarily driven by the commercial segment,
which accounts for about 60-65% of sales, this dominance stems from robust demand as businesses continue to adapt
to hybrid work and implement regular device upgrades.
1302.3.3. Key growth drivers for Europe PC market
The European PC market is shaped by a unique set of factors deeply rooted in the continent’s diverse cultural,
economic, and regulatory landscape. These drivers reflect the distinctive characteristics of the European market,
including its strong focus on sustainability, data privacy, and cross-border cooperation.
2.3.4. Market share of key brands in Europe PC market
In CY23, six key players dominated the landscape: HP, Dell, Lenovo, Apple, Asus and Acer. Lenovo led the market
in total PC shipments in the Europe, securing a 27% market share, followed by HP with a 26% share.
1312.4. India consumer electronics market size and growth
The Indian consumer electronics market has experienced rapid growth in recent years, driven by rising disposable
incomes, urbanization, and increasing digital connectivity. The industry has seen a surge in innovation, affordability,
and localized product offerings tailored to Indian consumers’ preferences. With a large and young population
embracing technology, the market continues to present significant opportunities for manufacturers and retailers alike.
The Indian consumer electronics market was valued at US$ 71.7B in FY25 and is expected to rise at a CAGR of 12.4%
from FY25-30 to reach US$ 128.6B. India’s consumer electronics market is driven by a growing middle class, rising
incomes, and a large youth population. Government initiatives like Digital India and Make in India, along with rapid
urbanization, boost tech adoption and local manufacturing. The e-commerce boom and improved internet access have
also made electronics more accessible, accelerating market growth.
This sector encompasses a wide range of products, including smartphones, televisions, home appliances, kitchen
appliances and personal computing and accessories. As innovation continues to drive product diversification, the sector
remains at the forefront of modern lifestyles and digital transformation. Smartphones dominate the Indian consumer
electronics market, although their share has been declining in recent years. This reduction has been largely offset by
the growth of PCs.
1322.4.1. India ICT hardware device market
The India ICT market, valued at US$ 48.5B in FY25, is set to expand at a robust compound annual growth rate (CAGR)
of 11.4%, reaching US$ 83.3B by FY30. This rapid growth is driven by the country’s accelerated digital
transformation, underpinned by the creation of a dynamic and evolving information technology landscape.
Government policies promoting digital adoption across industries are fuelling demand for ICT hardware, software,
and services while increasing connectivity and digital capabilities are laying the foundation for a resilient digital
infrastructure. Key technological advancements in 5G, IoT, AI, and cloud computing, supported by the government’s
strategic initiatives, are further propelling the sector’s expansion, positioning ICT as a critical engine for India’s
economic growth and innovation.
2.4.2. India PC market
The Indian PC market, encompassing desktops and laptops, has witnessed significant evolution in recent years. Driven
by increasing digital literacy, the government’s push for a digital economy, and the growing need for computing
devices in education and business sectors, the market has shown resilience and potential for growth.
While facing competition from smartphones, the PC segment has found renewed relevance, particularly in the wake
of remote work and online learning trends. The Indian PC market reached US$ 9.2B in FY25, further expected to grow
with a CAGR of 11.9% from FY25 to FY30.
India PC market growth is primarily driven by laptops
The Indian PC market has undergone significant shifts in recent years, with a notable transition from desktop
dominance to increasing laptop adoption. While desktops have traditionally held a strong position, especially in
133business and government sectors, laptops have gained substantial ground due to their portability and improving
performance.
Indian PC market has grown at a CAGR of 13.9% between FY19 and FY25. Laptops are projected to grow at 14.9%
over the next five years, reaching US $14.5B by FY30. The Indian PC market exhibits a diverse array of pricing
segments, reflecting the country’s wide-ranging economic demographics and varied computing needs. From budget-
friendly options catering to first-time buyers and students, to high-end machines targeting professionals and
enthusiasts, the market stratification mirrors India’s complex socio-economic landscape.
The market spans from ultra-affordable devices priced at INR 10,000-20,000 (US$ 120-240), targeting rural areas and
government digital inclusion initiatives, to high-end machines exceeding INR 1,00,000 (US$ 1,200) for tech
enthusiasts and professionals. Between these extremes lie the entry-level (INR 20,000-35,000), mid-range (INR
35,000-60,000), and premium (INR 60,000-1,00,000) segments, each serving distinct consumer groups from first-time
buyers and students to small businesses and power users. Notably, the entry-level and mid-range segments, particularly
in the INR 30,000-50,000 (US$ 360-600) bracket, emerge as the most popular in India. This price range strikes a
balance between affordability and performance, appealing to the country’s expanding middle class and cost-conscious
professionals.
Despite the dominance of more affordable options, the premium and high-end segments are witnessing growth,
especially in urban areas, signalling the evolving aspirations and increasing purchasing power of certain consumer
groups in India’s rapidly digitalizing economy.
Retail e-commerce is cutting into offline sales channels in the Indian PC market
Two dynamic sales channels characterize the distribution landscape of the Indian PC market. Offline retail, which
accounted for 85% of all sales in FY19, decreased to 75% by FY25. This decline has been offset by retail e-commerce,
which saw a 10% increase in its share during the same period.
134Indian PC Market personal demand expected to outgrow business demand by FY30
The Indian PC market’s personal demand has grown significantly over the past five years from 37% of the total market
to 48% currently. Personal demand is expected to continue increasing, reaching 55% of the overall market by FY30.
2.4.3. Key growth drivers of Indian PC market
The Indian PC market is experiencing robust growth, driven by a unique combination of government initiatives,
technological advancements, and socio-economic factors that are transforming the country’s digital landscape.
135PC sales volume comparison across in US, China and India
The global PC market presents a dynamic landscape with significant variations in sales volumes across major regions
and countries. The United States, India, and China stand out as key players, each with distinct market characteristics
shaped by their economic development, population size, technological infrastructure, and cultural factors. In CY24,
approximately 69M PCs were sold in the U.S., while 40M units were sold in China during the same period. In India,
PC sales reached 14M units in CY24.
India PC penetration is at 80-95 per thousand population, which is very low compared to advanced countries
Per capita PC penetration is a key indicator of a nation’s digital readiness and technological adoption. India currently
has 80-95 PCs per thousand people, compared to developed countries such as US (750-800) and China (300-350)
highlighting the potential for growth in this sector.
1362.4.4. Market share of key brands in Indian PC market
The Indian PC market presents a dynamic and competitive landscape, characterized by a mix of global tech giants and
emerging local players vying for dominance. Key brands such as HP, Dell, Lenovo, and Acer dominate the market,
each vying for a larger share through innovations, competitive pricing, and expanding product portfolios. HP leads the
market with a strong presence in both consumer and enterprise segments, while Lenovo and Dell closely follow,
leveraging their global reputation and local manufacturing capabilities. As of CY24, HP captured 30% of market share
in the Indian PC market, followed by Lenovo holding 17% share.
3. Refurbishment Industry
3.1. Global used & refurbished electronics market grew at a CAGR of 4.9% during CY18-24 reaching a value of
US$ 212.1B in CY24 and is projected to increase at a CAGR of 10.7% to reach US$ 352.4B in CY29
The global used and refurbished electronics market comprises of electronics that are either resold ‘as-is’ (which are
classified as used for the purposes of this report) or after being refurbished. Unlike electronics that are sold ‘as-is’,
refurbished electronics undergo thorough inspection and repairs, ensuring they meet certain standards before resale.
This market spans a range of electronics, from smartphones, laptops, and desktops to home and kitchen appliances,
televisions, office equipment, cameras, and video game consoles. The Electronics refurbishment industry is uniquely
placed to grow even in downcycles of economic growth as it serves the replacement demand of new devices with
affordable solutions
137The global used and refurbished electronics market grew from US$ 159.2B in CY18 to US$ 212.1B in CY24, at a
CAGR of 4.9%. By CY29, the market is projected to reach US$ 352.4B, growing at a 10.7% CAGR as consumers and
industries increasingly prioritize cost-effective solutions. Within this, the global refurbished electronics segment grew
from US$ 60.3B in CY18 to US$ 110.6B in CY24, at a CAGR of 10.7% and is expected to grow at 17.4% CAGR
over CY24-29 reaching US$ 246.7B in CY29.
The demand for refurbished electronics is driven by various factors, including accelerated internet connectivity, access
to artificial intelligence and digital access, shift towards environmentally sustainable products, shift towards digital
economy including education and healthcare, affordability and cost effectiveness. Demand for high quality, affordable
refurbished electronics is on the rise in emerging and developed markets.
3.1.1. Global used & refurbished PCs market is expected to grow at a CAGR of 10.4% during CY24-29, reaching a
value of US$ 61.0B in CY29
PCs play a vital role in the global used & refurbished market. Refurbished PCs offer comparable performance and
aesthetics to new models while costing less than half the price. This is achieved through the replacement/repair of
hardware and software components during the refurbishment process. Additionally, cosmetic enhancements are made
to ensure that refurbished PCs have a like-new appearance. The global refurbished PCs market grew from US$ 9.7B
in CY18 to US$ 17.1B in CY24, reflecting an 9.9% CAGR, & is expected to grow at 18.9% over CY24-29 reaching
US$ 40.6B. By CY29, the global used & refurbished PCs market is projected to reach US$ 61.0B, with an impressive
CAGR of 10.4%, as more consumers seek cost-effective options without compromising on performance. Increasing
consumer acceptance of refurbished PCs has been a key driver, as these devices provide a near-new experience at a
lower price point. Advancements in refurbishment techniques and better product quality have further supported this
trend.
1383.1.2. Global open box PCs market grew at a CAGR of 2.1% during CY18-24, to reach a value of US$ 5.1B in CY24
Open box refers to PCs that have been unsealed and returned within the warranty period. These products are typically
offered at a discounted price compared to brand-new models, making them an attractive option for budget-conscious
consumers. Despite being returned, open box PCs maintain the same performance standards as new units, as they have
generally been used for a limited time and are thoroughly inspected before resale. This category provides an excellent
opportunity for customers seeking high-quality electronics at a more affordable price point. Global open box PCs
market is expected to grow at a CAGR of 7.1% during CY24-29 reaching a valuation of US$ 7.2B.
3.1.3. Global used & refurbished premium smartphones market grew at a CAGR of 8.7% during CY18-24, and is
expected to grow at a CAGR of 12.8% during CY24-29
The global market for premium flagship smartphones is integral to the refurbished sector. Refurbished smartphones
offer the same high-quality features as their new counterparts but at a significantly lower price point. These devices
undergo rigorous testing and quality checks before being sold, ensuring they meet performance standards.
Additionally, they typically come with a warranty, making them an appealing option for consumers seeking value
without compromising on quality. This combination of affordability and reliability positions refurbished smartphones
as a viable solution.
139The global used and refurbished premium smartphone market is poised for strong growth, expected to reach US$
203.3B by CY29, driven by a 12.8% CAGR. Refurbished premium smartphones are increasingly appealing to
consumers, offering access to high-end devices at a fraction of the original price. With improved refurbishment quality,
these devices provide a premium experience, making them an ideal choice for cost-conscious buyers. As demand for
premium smartphones continues to rise, the refurbished segment is set to capture a larger share of the market, fueled
by the growing consumer preference for value-driven, high-performance options. With growing awareness and
enhanced refurbishment quality, the market is transitioning from rapid early growth off a smaller base to sustained
momentum. Fueled by a significant surge in premium smartphone adoption over the past five years, the market is now
poised for consistent expansion, particularly as emerging regions present robust growth opportunities that reinforce its
long-term resilience.
3.1.4. Global high-value electronics spare parts market is expected to grow at a CAGR of 9.5% during CY24-29,
reaching a value of US$ 6.1B by CY29
The demand for high-value electronic spare parts, such as hard drives and graphics cards, is rising due to increased
consumer electronics demand and technological advancements. Many consumers are opting to upgrade these
components in their desktops and laptops instead of purchasing new systems, as this approach enhances performance
and offers a cost-effective and eco-friendly solution. Global high-value electronics spare parts market expected to
grow at a CAGR of 9.5% during CY24-29, reaching a value of US$ 6.1B by CY29.
1403.1.5. Global sustainability goals to drive refurbishment
The United Nations Sustainable Development Goals (SDGs) were established in CY15 as a universal framework
designed to address pressing global challenges such as poverty, inequality, and climate change, aiming for a sustainable
future by CY30. These goals provide a comprehensive roadmap for sustainable development across various sectors,
including the refurbishment industry.
UN Sustainable Development Goals and refurbished electronics
As global efforts to mitigate climate change intensify, the refurbishment industry plays a key role in advancing
sustainability. By extending product life cycles, refurbishment reduces the need for raw material extraction and new
production, cutting emissions and conserving energy. This aligns with UN Sustainable Development Goals (SDGs)
numbered 9, 11, 12, and 13 out of the total 17 SDGs, promoting responsible consumption and reducing e-waste
141Global COP28 Commitments
The countries around the world are placing greater focus on Environmental, Social, and Governance (“ESG”) standards
as sustainability becomes a global priority. One pressing issue is the growing volume of electronic waste (e-waste),
with only a small portion currently being recycled. COP28 marked a pivotal moment in global climate action, with
nearly 200 countries committing to ambitious targets aimed at limiting global temperature rise to 1.5°C. Key
commitments are:
• Commitment to tripling renewable energy capacity by CY30
• Targeting 11,000 GW of global renewable capacity
• Achieving net-zero emissions by CY50 across key sectors like energy, industry, and transport.
These goals are intended to transform industries and economies towards more sustainable practices by reducing
reliance on carbon-intensive processes, minimizing waste, and promoting energy efficiency. Among the most critical
outcomes is the Loss and Damage Fund, which seeks to support climate-vulnerable nations in dealing with the
irreversible impacts of climate change. This fund signals a broader acknowledgment of the global disparities in climate
vulnerability and aims to ensure that sustainable development includes all nations, particularly those hardest hit by
climate impacts.
The COP28 commitments underscore the necessity of resource efficiency, innovation, and reduced carbon emissions
across industries. This includes not just energy and transport but also the management of material resources,
encouraging a shift toward reuse and extending product lifecycles making reuse the best form of recycling. The push
for sustainability naturally aligns with principles that reduce the need for raw material extraction and cut down on
industrial waste and emissions. By doing so, industries can reduce the environmental burden of production and meet
global climate targets.
Key commitments & initiatives by major economies are as follows:
Total global e-waste generation, recycling and targets for recycling and reduction
The world is undergoing a significant digital transformation, driven by technological advancements that are profoundly
altering the way we live, work, learn, socialize, and conduct business. This digital revolution has led to the proliferation
of electronic devices, including not only computers and smartphones but also household appliances, e-bikes, health
monitors, environmental sensors, and energy-saving equipment like LEDs and photovoltaics. As a result, global
electronic waste (e-waste) has surged. In CY22, the global generation of e-waste reached a record ~60B kilograms
(kg), translating to an average of ~10 kg per capita per year. This marks a substantial increase from ~35B kg in CY10,
this rise is driven by the growing interconnectivity of devices and the increasing electronification of both urban and
remote areas.
142Despite the rising volume of e-waste, the recycling rate remains a critical concern. In CY22, only ~20% of the
generated e-waste was formally collected and recycled in an environmentally sound manner. While the amount of
formally collected and recycled e-waste has increased from ~8B kg in CY10 to ~14B kg in CY22, this growth is
significantly outpaced by the rate of e-waste generation. The disparity is driven by factors such as technological
progress, higher consumption rates, limited repair options, short product lifecycles, and inadequate e-waste
management infrastructure. Refurbishing electronics offers a pricing coupled with extension of useful life solution,
helping to reduce e-waste by extending the life of devices,
Recycling targets: Countries worldwide are setting ambitious targets and implementing various initiatives to tackle
the growing challenge of e-waste. These targets aim to improve recycling rates, enhance waste management
infrastructure, and promote the principles of a circular economy. Key initiatives across the primary regions are:
Circular economy – reuse, repair and recycle
A circular economy minimizes waste and maximizes resource use by promoting reuse, recycling, refurbishing, and
remanufacturing. Unlike the traditional linear economy, which follows a “take-make-dispose” model, the circular
economy ensures that products and materials stay in use for as long as possible, reducing waste, conserving natural
resources, and lowering environmental impact. In the electronics industry, refurbishment plays a key role in this system
by extending the life of devices and minimizing the need for new manufacturing.
By refurbishing and reintroducing electronics into the market, the demand for raw materials is reduced, and electronic
waste is diverted from landfills. This contributes to more sustainable consumption and production practices, aligning
with the broader goals of the circular economy. Through refurbishment, the environmental footprint of electronics is
lessened, and valuable resources are kept in use, supporting the shift away from a disposable culture. The refurbished
electronics market offers a value proposition for ESG wherein the environmental value is created by reusing and re-
cycling parts which avoids emissions and material extraction. Further, the refurbishment industry also creates job
opportunities for skilled and unskilled labour.
3.1.6. Carbon footprint impact of ‘buy vs refurbish’ of key electronics
A new laptop generates ~1,200 kg CO e, with 80% of emissions coming from manufacturing. This includes emissions
2
from parts replacement, energy use in refurbishment facilities, and transportation. By choosing a refurbished laptop,
consumers avoid ~250-330 kg CO e, demonstrating a major reduction in carbon emissions.
2
Refurbishing laptops significantly reduces the demand for raw materials and energy-intensive production, both of
which are major contributors to a new laptop’s carbon footprint. Since production accounts for about 80% of the
emissions associated with a new laptop, refurbishing avoids these emissions entirely. Instead, only spare parts are
produced, which has a much smaller environmental impact.
3.1.7. Product & service benchmarking of key global players
The major refurbishing companies globally are Electronics Bazaar, CertiDeal, Close the loop, Gazelle, MusicMagpie
1433.2. In CY24, used & refurbished electronics market in USA was valued at US$ 54.8B and is expected to grow at a
CAGR of 6.3% during CY24-29
The used and refurbished electronics market in the USA grew from US$ 44.8B in CY18 to US$ 54.8B in CY24,
expanding at a CAGR of 3.4%. It is expected to reach US$ 74.4B by CY29, continuing its steady growth. As
refurbished devices become more widely accepted for their quality and performance, they are increasingly seen as a
smart alternative to buying new, contributing to the market’s sustained momentum.
3.2.1. Used & refurbished PCs market in USA was US$ 10.2B in CY24, expected to grow at a CAGR of 9.2% during
CY24-29
The used and refurbished PCs market in the USA grew from US$ 6.9B in CY18 to US$ 10.2B in CY24, reflecting a
robust CAGR of 6.7%. This market is anticipated to reach US$ 15.8B by CY29, growing at 9.2% CAGR. Used PCs
are generally pre-owned devices sold in their existing condition, often without any upgrades or warranties, while
refurbished PCs have undergone testing, repairs, and quality assurance to ensure they meet specific performance
standards. The refurbished segment, which boasts an impressive CAGR of 17.4%, is expected to drive market growth,
reaching US$ 10.1B by CY29. As consumers increasingly seek cost-effective and reliable alternatives to new devices,
the demand for refurbished PCs continues to strengthen. Enhanced refurbishment standards and affordability are key
factors that will sustain the appeal of refurbished PCs, positioning them as a preferred choice over new models in the
coming years.
1443.2.2. In CY24, used & refurbished PCs market in USA is dominated by organized players having a share ~75%,
whereas unorganized covers the remaining ~25%
Organized players refer to companies which are registered with the Secretary of State, or a similar office of the state
government, or the office of the local county clerk, and provide invoices. The used and refurbished PCs market in the
USA has major organized players such as Electronics Bazaar, Gazelle, and Newegg etc. along with organized mom-
and-pop stores capitalizing on regulations such as right to repair who made up ~75% of the market in CY24, up from
~60% in CY18. The market while primarily organized is very largely fragmented with no player capturing >5% of the
market. There are numerous small-scale businesses being set up in the wake of a favorable regulatory environment
and growing demand for used and refurbished electronics. As the market expands to an expected US$ 15.8B by CY29,
the share of organized players is projected to grow even further, capturing ~90% of the market. This shift reflects the
growing trust in organized platforms that offer higher quality, warranty, and customer assurance, as opposed to
unorganized sellers.
1453.2.3. Share of used and refurbished PCs in the USA has gradually increased from ~16.9% in CY18 to ~19.9% in
CY24, and expected to reach ~24.0% in CY29
The share of used and refurbished PCs in the USA has gradually increased from 16.9% in CY18 to 19.9% in CY24.
This slow and steady rise in the acceptance of refurbished devices reflects a growing consumer preference driven by
cost savings and increasing awareness of sustainability. While new PCs still represent majority of the market, the
demand for used and refurbished models is consistently expanding, indicating a meaningful shift in consumer behavior
3.2.4. In CY24, used & refurbished premium smartphones market in USA was US$ 28.2B growing at a CAGR of
4.0% during CY18-24
The USA’s used & refurbished premium smartphone market is primed for significant growth, with a projected CAGR
of 7.3%, expected to reach US$ 40.1B by CY29, up from US$ 28.2B in CY24. Consumers are increasingly drawn to
refurbished premium models, seeking high-end smartphones at a fraction of the original price. Enhanced refurbishment
techniques now restore devices to varying conditions, from “good” to “excellent,” providing a range of price points
for different budgets. This variety, combined with the promise of near-flawless, fully tested devices, is driving the
demand for premium smartphones without the hefty price tag, propelling the market’s future growth.
3.2.5. Economic value proposition of refurbishing
The refurbishment industry offers a compelling economic value proposition by merging environmental sustainability
with cost-effectiveness.
146• Refurbished devices, such as mobile phones and laptops, are typically priced lower than new products,
making them accessible to a wider audience.
• The refurbishment sector conserves resources while creating highly skilled jobs, enhancing workforce
capabilities, and maximizing production capacity. According to the National Recycling Coalition, recycling
generated 1.1M jobs and US$ 37B in annual payroll in the United States.
• Refurbishing electronics dramatically cuts the carbon footprint by averting the energy-intensive processes
required to manufacture new devices. This approach not only conserves valuable resources but also plays a
pivotal role in mitigating greenhouse gas emissions, driving forward the sustainability agenda in the tech
industry.
Companies like Apple exemplify the economic value of refurbishment by merging sustainability with cost-
effectiveness. In CY23, Apple diverted nearly 12.8 million devices for reuse, showcasing how refurbishment extends
product lifecycles and enhances accessibility. Their trade-in & zero-waste programs have prevented over 3M metric
tons of waste from ending up in landfills, reinforcing their commitment to reducing e-waste. By refurbishing and
reselling devices at lower prices, Apple conserves resources and lowers the environmental impact of each device,
making premium technology more accessible to a broader audience.
The resources needed to create one new laptop amount to 1,200 kg of mined and consumed earth materials and 250-
330 kg of CO2e is emitted during the manufacture of a new laptop. By opting for refurbished Laptop, not only is
resource consumption reduced, but e-waste from disposed laptops which is typically disposed off in landfills is also
avoided. E-waste in landfills can have several negative impacts on soil and surrounding areas such as contamination
of groundwater, disruption of local ecosystems, degradation of soil quality leading to a decline in biodiversity in the
area. Further, the refurbishment industry also creates job opportunities for skilled and unskilled labour. Ultimately, the
refurbishment industry offers significant benefits for consumers, manufacturers, and the environment, highlighting its
vital role in promoting sustainable practices and driving economic growth.
Value proposition of refurbishment vs scrap of old devices
The refurbishing players offer better payouts, easier processes, secure data handling, and are environmentally friendly.
In contrast, selling to scrap dealers results in lower returns, minimal product assessment, potential data security risks,
and environmental concerns due to improper recycling practices
Value proposition of buying refurbished vs new devices
The major comparison factors between the refurbished devices and new devices are price point where the refurbished
devices are nearly 40-50% less when compared to the new ones, The quality and condition, environmental impact,
warranty & customer support and availability of the goods which can be an issue in both refurbished devices and new
devices as well.
1473.3. In CY24, used and refurbished electronics market in Europe was valued at US$ 66.7B and expected to grow at
a CAGR of 7.0% during CY24-29
The European used and refurbished electronics market has shown steady growth over the past few years, driven by
increasing consumer demand for cost-effective and sustainable technology options. In CY18, the market was valued
at US$ 57.3B and has since grown to US$ 66.7B in CY24. This expansion is projected to continue, with the market
expected to reach US$ 93.5B by CY29, growing at a CAGR of 7.0%. This trend reflects a shift towards circular
economy practices and the rising popularity of refurbished electronics in Europe.
The French government’s anti-waste law mandates a “repairability index” for products like smartphones and laptops,
scoring them from 1 to 10 based on ease of repair, availability of spare parts, and more. This aims to promote
transparency and encourage the use of repairable, sustainable electronics. Starting in 2024, France will introduce a
durability index to complement the repairability index, assessing the overall robustness and longevity of products.
France has introduced legislation to reduce the environmental footprint of digital technology. This mandates that 20%
of IT devices bought by organisations need to be refurbished, with a target of 40% by 2040. The legislation is even
more stringent in the public sector, targeting an increase of up to 50% by 2025. Similarly, The Irish Government, under
its “Buying Greener” Green Public Procurement Strategy and Action Plan, aims that by 2025, at least 80% of newly
procured ICT end-user products will be either refurbished or will meet other environmental standards. These measures
align with the EU’s broader circular economy goals under the European Green Deal, encouraging sustainable
production and consumption practices across Europe.
1483.3.1. Used & refurbished PCs market in Europe expected to grow to US$ 14.3B by CY29, growing at a CAGR of
8.9% during CY24-29
The European market for used and refurbished PCs has experienced notable growth, reflecting increasing consumer
interest in more affordable and sustainable PC options. In CY18, the market was valued at US$ 7.5B, with US$ 4.6B
attributed to used PCs and US$ 2.9B to refurbished ones. By CY24, the total market value increased to US$ 9.3B, with
refurbished PCs contributing US$ 4.7B. This market is projected to grow further, reaching US$ 14.3B by CY29, driven
by a CAGR of 8.9%, with refurbished PCs dominating the segment.
3.3.2. In used and refurbished PCs market in Europe, organized players are expected to dominate ~90% of the market
by CY29
The organized market refers to players which are registered with the respective national bodies & provides invoices.
The used and refurbished PCs market in Europe is undergoing a significant shift towards organized players such as
Electronics Bazaar, Back Market, MusicMagpie, Vendi and CertiDeal, along with various mom and pop stores who
are expected to occupy ~90% of the market by CY29, up from ~60% in CY18. However, this market remains
fragmented with no player occupying >5% of the market and large number of small-scale outlets with limited reach
and refurbishment capacity.
149This trend reflects the growing preference for standardized, reliable refurbishment processes, leaving the unorganized
sector with only 10-15% by CY29. The market itself is also expanding, projected to grow from US$ 7.5B in CY18 to
US$ 14.3B in CY29, driven by a CAGR of 8.9% between CY24-29. Factors such as consumer demand for quality
assurance and environmental considerations are contributing to this shift. The unorganized sector, once dominant, is
rapidly shrinking as the market professionalizes.
3.3.3. Penetration of used and refurbished PCs in Europe grew from ~16.6% in CY18 to ~19% in CY24, with a
projected rise to ~22.7% by CY29
The penetration of used and refurbished PCs in Europe has seen a steady increase from 16.6% in CY18 to 19.0% in
CY24, with a projected rise to 22.7% by CY29. This shift reflects a growing acceptance of refurbished devices, likely
driven by cost savings and environmental concerns. While new PCs still hold the majority, the demand for used and
refurbished models is gradually expanding. The trend indicates a slow but consistent change in consumer behaviour
favouring refurbished electronics.
3.3.4. Used and refurbished premium smartphone market in Europe expected to grow from US$ 37.5B in CY24 to
US$ 60.5B in CY29, growing at a CAGR of ~10%
The used and refurbished smartphone market in Europe is projected to grow significantly from US$ 30.8B in 2018 to
US$ 60.5B by CY29. The market has grown modestly between CY18 and CY24, with a CAGR of 3.3%, reaching
US$ 37.5B in CY24. However, faster growth is expected between CY24 and CY29, with a projected CAGR of 10.1%.
By CY29, the refurbished smartphone segment is expected to dominate with US$ 45.1B, while used smartphones will
make up US$ 15.4B. This reflects a rising demand for more affordable and sustainable smartphone options across
Europe.
1503.3.5. Economic value proposition of refurbishing
The refurbishment industry is crucial for promoting a circular economy that emphasizes sustainability and efficient
resource use. The InvestEU program (CY21-27) prioritizes investments in companies dedicated to product durability,
repair, and reuse. This focus is expected to enhance competitiveness, drive innovation, and stimulate economic growth,
with estimates suggesting the creation of 700K jobs in the EU by CY30. By designing products for longevity and
circular use, businesses can not only foster innovation across various sectors but also contribute to environmental
sustainability.
CertiDeal, founded in 2015, addresses e-waste by combining refurbishment and sales, ensuring high-quality devices.
By extending smartphone lifespans, it has prevented 7.5M tons of CO2-equivalent emissions through ~124K second-
hand phones sold. Recognized by investors for its environmental impact and market potential, CertiDeal highlights
the financial viability of sustainable practices in the tech industry.
This transition will provide consumers with more durable products, improve their quality of life, and deliver long-term
cost savings, making refurbishment a compelling economic proposition. Additionally, incorporating repair and reuse
into economic investments and recovery plans can help establish a resilient economy.
Scrap sale vs sale to refurbished option analysis
The refurbishing and scrap markets for used electronics in the European region differ across key parameters.
Refurbishing companies offer higher prices, enhanced customer experiences, and environmental benefits through
device reuse. They also implement data security measures and provide trade-in incentives. In contrast, scrap dealers
tend to offer lower prices, operate through traditional channels that can negatively affect customer experience, and
focus primarily on material extraction rather than device recycling
151Buy ‘new’ vs ‘buy refurbished’ option analysis
Refurbished devices in the European region offer significant savings of up to 40% for budget-conscious consumers,
along with in-house warranties compared to brand-specific warranties for new devices. While refurbished options
provide comparable performance to new devices, the latter feature the latest technology. Choosing refurbished devices
helps reduce e-waste, whereas new devices contribute to increased environmental impact
3.4. Used & refurbished electronics market in India
The secondary electronics market in India comprises of electronics that are either resold ‘as-is’ (which are classified
as used for the purposes of this report) or after being refurbished. Unlike electronics that are sold ‘as-is’, refurbished
electronics undergo thorough inspection and repairs, ensuring they meet manufacturer / OEM’s standards before
resale. This market spans a range of electronics, from smartphones, laptops, and desktops to home and kitchen
appliances, televisions, office equipment, cameras, and video game consoles. As a result, refurbished electronics offer
advantages such as brand / refurbisher-backed warranties, close-to-new performance, improved battery life, and other
such benefits.
152The market has seen significant growth, expanding from US$ 11.3B in FY19 to US$ 19.8B in FY25, and is projected
to reach US$ 40.7B by FY30, at a CAGR of 15.6% over FY25-30. With rising demand for affordable and high-quality
tech products, consumers and businesses are also becoming more environmentally conscious. This dual shift is driving
substantial growth in the used and refurbished electronics market, as these products offer budget-friendly access to
essential technology while reducing e-waste. Government initiatives promoting a circular economy further enhance
this momentum by encouraging reuse and recycling, which amplifies the environmental benefits of refurbished
products. As a result, refurbished electronics are not only meeting consumer needs for affordability and quality but
also aligning with broader sustainability goals, making them an appealing choice for eco-conscious buyers. The
refurbished and used PCs and premium smartphones market accounts for ~35% of the entire used and refurbished
consumer electronics market in FY25.
3.4.1. Used & refurbished PC market in India
In India’s refurbished and used electronics market, PCs have emerged as a vital segment encompassing PCs sold “as-
is” and those that undergo comprehensive refurbishment processes. The refurbishment of PCs involves both software
and hardware repairs across multiple levels—such as replacing faulty components, software reinstallation, and chip
repairs combined with cosmetic refurbishment to ensure they look and function like new laptops. These refurbished
PCs cater to consumers seeking affordable tech solutions while maintaining high standards of quality and performance
A common trend in both the Indian and global markets is the increasing preference for refurbished devices over “as-
is used” devices.
153The refurbishment market has demonstrated steady growth, rising from approximately US$ 0.2 B in FY19 to ~US$
1.0B in FY25, at ~28% CAGR. It is projected to reach ~US$ 4B by FY30, reflecting a CAGR of ~30% from FY25 to
FY30. In FY25, the refurbished segment contributed ~US$ 1.0B, while the used segment accounted for ~US$ 1.4B.
As businesses and students increasingly seek cost-effective alternatives, the used and refurbished PC market is poised
for significant growth. This demand is further amplified by advancements in refurbishment technologies, which restore
PCs and laptops to a like-new condition, enhancing their performance and appeal. Coupled with rigorous quality
assurance measures, consumer trust is on the rise. Organized players, backed by OEM-certified programs and robust
warranties, are strategically positioned to leverage these trends, driving continued expansion within the market.
3.4.2. Used & refurbished PC market in India split by organized & unorganized sector market share
The used and refurbished PC market in India has traditionally been dominated by unorganized players, who still hold
the majority share today. Unorganized vendors typically operate without formal business structures, often offering
PCs and laptops without standard quality checks or warranties. In contrast, organized players are characterized by their
adherence to established processes, providing refurbished laptops that undergo rigorous quality assessments and
repairs. They often come with warranties and certifications, fostering greater consumer trust and contributing to a more
structured market environment.
In FY19, the unorganized market held a significant share at 95%, while the organized market was much smaller at 5%.
By FY25, the organized segment grew to 13% with a robust CAGR of ~36% and this trend is expected to continue
through FY30, where the organized market is projected to reach 40% growing at a CAGR of ~46%. The growing shift
towards the organized market is driven by consumer preference for reliable sources, warranties, and quality assurance
offered by established players, while the unorganized market continues to cater to cost-sensitive consumers looking
for lower-priced options. Large established players like Electronics Bazaar are well placed to capitalize on the
significant shift towards the organized market. While ecommerce space for refurbished products is evolving in India,
it has matured in European and North American markets
3.4.3. ‘New vs. used’ & refurbished PC penetration analysis
The used and refurbished PC market is steadily increasing its share of the overall PCs market in India, rising from
19% in FY19 to 25% by FY30. This growth is largely driven by the emergence of organized players within the sector,
which enhances consumer trust and credibility. As the market formalizes, consumers become more confident in their
purchasing decisions, significantly boosting their willingness to invest in refurbished options. This trend reflects a
broader shift toward quality and reliability in the technology market.
1543.4.4. Used & refurbished premium smartphones market in India
The used and refurbished premium smartphones market in India is experiencing significant growth, with refurbished
premium smartphones becoming an increasingly attractive option for consumers. This trend allows individuals to
explore new offerings from their preferred brands while being more sustainable and budget-conscious in their
purchasing decisions. As consumers prioritize both quality and affordability, refurbished devices provide a compelling
solution, enabling them to enjoy premium products at more accessible prices while contributing to environmental
sustainability practices. Refurbished smartphones undergo rigorous testing and repair across components such as the
screen, motherboard, and body. These repairs are performed by authorised technicians or refurbishment centers.
The market has experienced rapid growth, increasing from US$ 0.5B in FY19 to US$ 4.5B in FY25, and is projected
to reach US$ 11.7B by FY30, with a CAGR of ~21% over FY25-30. In FY19, refurbished smartphones made up only
~13% of the market, while used smartphones dominated with an ~83% share. By FY25, the share of refurbished
smartphones rose to ~49%, with used smartphones making up ~51%. This trend continues into FY30, where
refurbished smartphones are projected to account for ~66% of the market, with the used segment comprising 34%.
The shift from used to refurbished premium smartphones is largely driven by the desire for higher quality and
reliability. Refurbished devices often undergo rigorous testing and repairs, ensuring they meet consumer standards for
performance and longevity.
1553.4.5. Economic value proposition of refurbishing
The economic value proposition of refurbishing presents a compelling opportunity for value creation and market
expansion, particularly in a country like India. By extending product lifecycles, refurbishment significantly reduces
consumer costs, enabling a broader segment of the population to access high-quality devices at lower price points.
This affordability drives PC penetration without compromising on quality, allowing consumers to enjoy reliable
technology that meets their needs.
Furthermore, the refurbishment process unlocks new revenue streams between manufacturing and disposal, catalyzing
job creation across the refurbishment value chain, from collection to resale, and leveraging India’s extensive labor
force. It also stimulates ancillary industries, such as testing and grading, fostering entrepreneurship and innovation.
Additionally, refurbishment addresses India’s e-waste management challenges by extracting value from end-of-life
products, particularly precious metals and other valuable materials.
The circular nature of refurbishment opens various employment opportunities in collection, logistics, refurbishment,
and resale, playing a key role in advancing India’s Circular Economy agenda. By promoting resource efficiency and
reducing waste, refurbishment extends the utility of materials. Regulatory incentives aimed at sustainable practices
and waste reduction further encourage the growth of the refurbishment ecosystem, helping to recover valuable
resources and drive environmental sustainability.
This process catalyzes job creation across the refurbishment value chain, from collection to resale, leveraging India’s
extensive labor force. The refurbishment sector also stimulates ancillary industries (e.g. testing & grading), fostering
entrepreneurship and innovation. Moreover, it addresses India’s e-waste management challenges by extracting value
from end-of-life products, particularly from precious metals and other valuable materials. Additionally, the circular
nature of refurbishment opens various employment opportunities in terms of collection, logistics, refurbishment, and
resale. It plays a key role in advancing India’s Circular Economy agenda by promoting resource efficiency, reducing
waste, and extending the utility of materials. Furthermore, regulatory incentives aimed at sustainable practices and
waste reduction encourage the growth of the refurbishment ecosystem, helping address India’s e-waste management
challenges by recovering valuable resources, including precious metals, thereby driving environmental sustainability.
Scrap sale vs. sale to refurbished option analysis
The refurbishing and scrap markets for used electronics differ across key parameters. Refurbishing players offer higher
prices, better customer experiences, and environmental benefits through device reuse. They also provide data security
measures and trade-in incentives. In contrast, scrap dealers offer lower prices, operate through traditional channels that
may impact customer experience, and focus on material extraction rather than device recycling. They typically provide
minimal data security and no additional benefits beyond cash payment for materials.
156Buy new vs. buy refurbished option analysis – qualitative and commercial factors
Refurbished devices provide up to 40% savings for budget-conscious consumers, with in-house warranties versus
brand-specific ones for new devices. While refurbished devices offer comparable performance to new devices, new
devices offer the latest technology. Refurbished options reduce e-waste, while new devices increase environmental
impact. Availability of refurbished models is limited, whereas new devices are generally more accessible.
Refurbished laptop by Electronics Bazaar provides in line performance with original laptops and desktops at
one-third price of new laptop with 1 to 3 year warranty
Refurbished laptops, especially those from established players like Electronics Bazaar, offer performance that aligns
closely with new laptops. Unlike used or second-hand laptops, which often have downgraded performance and may
lack essential updates, refurbished models come with authorised software, genuine drivers, and reconditioned internal
hardware, ensuring they meet original performance levels. Electronics Bazaar’s refurbished laptops are typically
available at one-third of the price of new devices and are as good as new devices both functionally and aesthetically
with one to three years warranty, which further enhances buyer confidence.
3.4.6. Environmental impact of new manufacturing & refurbishing
The environmental footprint of electronic devices is significantly influenced by three primary lifecycle stages:
production, usage, and disposal:
• The production process involves the extraction of raw materials such as yttrium, lanthanum, cerium & terbium
which are finite in nature, manufacturing, and transportation, all of which contribute to carbon emissions,
deforestation, and pollution.
• During the usage phase, energy consumption for powering devices leads to the release of greenhouse gases.
157• Improper disposal of electronic waste can result in groundwater contamination and adverse health effects.
Refurbishing devices conserve precious resources by minimizing the need for new materials, which require significant
energy to extract and process. This not only lowers energy consumption but also reduces pollution associated with
manufacturing. Additionally, refurbishment presents a sustainable alternative by extending the lifespan of devices,
reducing emissions, and diverting electronic waste from landfills. For instance, buying a refurbished laptop can help
mitigate 250-330 kg of carbon dioxide equivalent emissions whereas buying a new laptop causes an emission of ~1200
kg.
3.4.7. Key success factors for a company in this industry
Success in the refurbishment industry hinges on quality and credibility, instilling confidence in customers. Trust is
built through reliable support and convenient return policies, while competitive pricing and quick transactions attract
buyers. A diverse product range and effective distribution strategies broaden market reach, and strong data security
measures enhance customer protection and sustainability, solidifying consumer trust.
3.4.8. Key growth drivers for the refurbished electronics industry
The Indian refurbished electronics market is growing due to a multitude of factors such as national sustainability goals,
increasing digitization, increasing demand for affordable technology, opportunities for organized players, etc. Key
factors have been highlighted below:
158National sustainability goals & government initiatives
The Government of India articulated the ambitions of developing countries at the 26th session of the Conference of the
Parties (COP26) to the United Nations Framework Convention on Climate Change (UNFCCC), held in Glasgow,
United Kingdom. As a part of this commitment, India introduced the five nectar elements (Panchamrit) of its climate
action plan, three of which play a crucial role in promoting the refurbishment industry. The key highlights of these
commitments are:
1. Reach 500GW non-fossil energy capacity by CY30
2. Meet 50% of energy requirements from renewable energy by CY30
3. Reduction of carbon emission by 45% by CY30
4. Reduce 1B tons of projected carbon emission from CY21 to CY30
5. Net zero emission by CY70
Out of these 5 components, components related to refurbished electronics are:
Additionally, other key government initiatives are as follows:
159• CSR Framework: The CSR guidelines in India, as per the Department of Public Enterprises, mandate that
Public Sector Enterprises (PSEs) allocate at least 2% of their average net profit (calculated over the previous
three financial years) towards CSR activities. The guidelines emphasize the adoption of sustainable practices
and focus on areas such as sustainability education, healthcare, rural development, skill enhancement, and
environmental protection. The sustainability benefits of refurbished electronics make an avenue to channel
the CSR-related investments.
• Right to repair: Policies like right to repair are gaining momentum in India, with a focus on giving
consumers the ability to repair their own products, such as electronics and vehicles, without voiding
warranties. The Right to Repair initiative seeks to reduce electronic waste, promote sustainability, and
encourage manufacturers to provide spare parts, repair tools, and manuals to consumers and independent
repair shops.
Increasing digitalization and the need for PCs for students and entry-level jobs
Digitalization refers to the integration of technologies into everyday processes, fundamentally transforming how
individuals, businesses, and governments operate. According to the State of India’s Digital Economy Report, CY24,
by the Indian Council for Research on International Economic Relations (ICRIER) the state of digitization is based on
the CHIPS (connect, harness, innovate, protect and sustain) framework. Currently, India is the third largest digitized
country based on CHIPS score (39.1%) in the world only after the USA (65.1%) & China (62.3%). In India, where
over 60% of the population resides in rural areas, digitalization is crucial for bridging the economic divide and
expanding access to opportunities. Key factors driving this rapid digitalization include
• Digital India program: Aims to establish robust digital infrastructure, alongside growing broadband
penetration, technological advancements, and low data costs.
• Education: As per the latest available official data as of FY22, 45.8% of schools had access to computers,
reflecting a gradual increase over the past three years; the COVID-19 pandemic has further highlighted the
necessity of computers in modern learning environments.
• Formal sector growth: The Indian tech industry alone has added ~126K jobs in FY25. This increasing job
creation drives demand for PC usage among new entrants to the workforce.
This digitization has had broad positive macroeconomic externalities, key among these are:
• Empowerment through digital services: The UMANG app, with over 50 million users, provides access to
more than 1,700 government services, streamlining processes for citizens. Similarly, e-Hospital has
simplified healthcare access for over 380M registered patients, making essential services more accessible and
efficient across the nation.
• Digital skills & financial inclusion: The Pradhan Mantri Gramin Digital Saksharta Abhiyaan (PMGDisha)
has transformed rural communities by training and certifying over 50M individuals in digital skills, fostering
digital literacy. Platforms like Aadhaar, facilitates ~2B authentication transactions per month. UPI facilitated
with ~186B transactions in FY25.
Such increased demand from these sectors presents a significant opportunity for the refurbished PC market, catering
to those seeking affordable and reliable technology solutions.
Growing demand for affordable tech products
India’s consumer tech market is on a remarkable growth trajectory, projected to triple in size, reaching ~US$ 400B by
FY29. This growth is largely driven by increasing demand for affordable technology, especially in laptops and mobile
devices. E-commerce platforms like Amazon and Flipkart have played a crucial role in this transformation, making a
diverse range of tech gadgets accessible across various socioeconomic backgrounds and lowering prices for
consumers.
Overall, this dynamic ecosystem underscores a significant transformation in India’s tech landscape. The convergence
of affordability, innovation, and digital accessibility signals a distinct change in consumer behaviour. As more
individuals seek reliable and cost-effective technology solutions, the refurbishment industry is poised to grow
significantly, catering to the increasing demand for affordable tech products and solidifying India’s position as a key
player in the global market. Refurbished mobile phones and laptops are 40-50% cheaper than new devices.
160Technological advancements and product cycles of the new products
The refurbishment industry in India is poised for growth, fuelled by current trends, technological advancements and
product cycles. Major smartphone and laptop brands are frequently releasing new models that exhibit only incremental
updates rather than significant innovations. For instance, features such as slightly improved camera capabilities or
marginally faster processors dominate new launches, while the core technology remains largely unchanged. Driven by
social pressure and in a bid to follow the latest trends, consumers feel the need to upgrade their devices frequently,
even when the differences are minimal. As consumers discard older models to keep up with the latest releases, a
substantial opportunity arises for the refurbishment sector. These opportunities are:
• Competitive prices: With a large number of discarded devices entering the market, organized refurbishment
companies can capitalize on this influx by offering quality-assured refurbished products at competitive prices.
• Incremental upgrades: The perception that new models do not represent meaningful upgrades encourages
consumers to consider refurbished options as a viable and economical alternative.
• Environmental concerns: Environmental concerns are rising, and many individuals are opting for
refurbished devices to reduce electronic waste and promote sustainability.
This shift in consumer behaviour aligns perfectly with the objectives of the refurbishment industry, creating a robust
market for high-quality refurbished smartphones and laptops.
Tech advancement in refurbishment technologies, maximizing life post refurbishment
The refurbishment industry has evolved significantly from its early days of basic diagnostic tools and manual testing,
which often led to inconsistent evaluations and consumer uncertainty about product reliability. Today, refurbished
technologies include:
• Diagnostics software: Sophisticated diagnostic software, provides comprehensive assessments of device
health, ensuring consistent quality.
• Data Security: Secure data erasure methods, like multi-pass overwriting, guarantee complete removal of
personal data, effectively addressing privacy concerns and enhancing overall consumer confidence.
• Advanced Technology: Today’s technological advancements such as laser-based technology, automated
diagnostic tools, and nanotechnology have enabled the creation of innovative solutions that improve
efficiency in several key areas including the repair of delicate components & accurate issue diagnosis.
These innovations advance efficiency for collecting used products, facilitating a circular economy, and allowing for:
• Efficient resource extraction: The efficient utilization of all valuable resources from used electronics.
• Remanufactured and refurbished products: They turn waste into remanufactured and refurbished
products, that are innovative, trendy, sustainable, and affordable. Furthermore, advancements in repair
technologies, such as precision soldering tools
• Maximizing lifespan: By increasing lifespan of refurbished products, promoting sustainability, and reducing
electronic waste. These innovations promise to not only improve operational efficiency but also to foster a
circular economy, ensuring that refurbished electronics remain a viable and trusted option for consumers
seeking quality, affordability, and environmental responsibility.
Sustainable and eco-friendly consumer preferences
Sustainability has become a crucial driver of consumer preferences in India. This is highlighted by the fact that ~60%
of Indian consumers are actively opting for sustainable products. This can be seen by:
• Demand for eco-friendly products: This shift reflects a growing awareness of the relationship between
personal health and environmental health. As such, the demand for eco-friendly products is reshaping market
dynamics, compelling industries to adapt their strategies to meet this evolving consumer consciousness. A
study conducted by the World Economic Forum found that 89% of the largest Indian companies have adopted
a sustainability strategy. The rise in sustainable consumer preferences has led to a significant industrial impact
in the electronics sector.
161• Company adoption: Companies are increasingly adopting green marketing strategies to align with consumer
values and stakeholder expectations. This trend is evident as India aims to become a leader in sustainable
electronics manufacturing, emphasizing the need for environmentally responsible practices across the supply
chain. Green initiatives not only resonate with consumers but also drive operational efficiencies and enhance
brand loyalty. In this landscape, the refurbishment industry is uniquely positioned to benefit from sustainable
preferences.
• Changing customer priorities: Gen Z and millennials, who collectively make up ~51% of India’s
population, show a notable inclination toward refurbished and recycled products. These consumers prioritize
functionality and trends over brand value, and they demonstrate a willingness to pay more for sustainable
options. The growing demand for eco-friendly, affordable products positions the refurbishment industry for
growth, aligning with India’s shift towards sustainability.
Consumer trust and warranty programs
Building consumer trust in refurbished products relies on quality certifications, industry standardization and robust
warranty programs that reassure buyers about reliability and safety. The development of industry standards for
refurbished products has played a crucial role in improving product quality and consistency, ensuring that consumers
receive dependable devices that meet recognized benchmarks. Clear communication regarding product condition and
accessible customer support further reduce uncertainty. Additionally, reputable platforms and positive reviews
enhance the overall buying experience, fostering confidence in the refurbished market.
Additionally, some other key features that are offered by refurbishers to enhance the overall customer purchase
experience are:
• Doorstep pick up of electronics for sale
• Doorstep delivery
• On-site installation of operating system and required software
• On-site repairs and support
Optimizing IT investments for MSMEs / startups operating on lean cost structures
Micro, Small, and Medium Enterprises (MSMEs) and startups in India face substantial challenges due to the high
capital expenditure (capex) required for setting up IT infrastructure. The costs associated with acquiring new laptops
and mobile devices can be particularly burdensome for these businesses, which often operate on tight budgets and
limited resources.
As the digital landscape evolves, access to reliable technology becomes essential for maintaining competitiveness and
operational efficiency. However, the significant financial strain imposed by new IT investments underscores the urgent
need for these enterprises to find cost-effective solutions to reduce their overall expenses.
162Considering this situation, the refurbishment industry emerges as a primary solution to address these financial
challenges. Refurbished laptops and mobile phones offer MSMEs and startups an affordable alternative to purchasing
new devices, enabling them to acquire high-quality technology without the high price tag. The refurbishment process
ensures that these devices undergo rigorous testing and quality assurance, restoring them to a condition comparable to
new products. This not only provides reliability but also instills confidence among businesses that are often hesitant
about investing in used technology.
The adoption of refurbished devices is not limited to smaller businesses; large corporations are also increasingly
incorporating refurbished products into their operations. For some companies, this practice is even integrated into their
Corporate Social Responsibility (CSR) initiatives, as it promotes sustainability by reducing electronic waste and
supporting a circular economy.
With the growing acceptance of refurbished products in the market, many MSMEs and startups are now realizing the
benefits of these solutions, which not only alleviate financial pressure but also empower them to allocate saved funds
toward other critical areas such as talent acquisition, marketing, and product development.
Promotion of refurbished products by OEMs, including certified refurbisher programs
Original Equipment Manufacturers (OEMs) play a pivotal role in the refurbishment industry by not only producing
high-quality electronics but also by promoting sustainability and reducing environmental impact of refurbished
products. As market dynamics shift towards environmentally conscious consumption, OEMs are stepping up their
efforts to promote refurbished offerings, which has significantly influenced industry growth. Key initiatives are:
• Certified refurbishment programs: Leading brands like HP, Dell, and Lenovo have introduced certified
refurbishment programs designed to guarantee the quality and reliability of refurbished products. These
certifications frequently extend to refurbishment companies, creating a wider network of trusted vendors.
• Buyback programs: OEMs like Apple, Dell, and Samsung use buyback programs to promote refurbished
products by encouraging customers to trade in used devices for discounts on new purchases.
• Establishment of dedicated retail stores: Notably, top OEMs including HP and Asus are now establishing
dedicated retail stores that exclusively sell refurbished laptops and desktops.
• Official third-party retailers: This strategy, alongside collaborations with third-party retail partners, allows
these companies to reach a wider audience and cater to the growing demand for cost-effective, sustainable
technology solutions.
The impact of these initiatives is multifaceted. First and foremost, the promotion of certified refurbished products
enhances credibility within the market. Consumers are more likely to trust refurbished items that come with OEM-
backed certifications, knowing they meet:
• Quality assurance: Certified refurbished programs ensure that minimum quality standards are met during
the refurbishment process, assuring the customer of a quality product. This is generally backed by a
manufacturer warranty.
• Quality control: This trust is further bolstered by the emphasis on quality control during the refurbishment
process, which significantly enhances the overall user experience.
• Availability of warranty: The assurance of warranty plays a vital role in making the purchase of refurbished
goods from an official retailer
• Better retail experience: The promotion of refurbished products by OEMs has enabled the customers to
avail best-in-class retail experience previously only associated with new products.
Furthermore, the collaboration between OEMs and certified refurbishment companies fosters a more responsive
industry, allowing for rapid adaptation to consumer needs and preferences. This partnership also ensures a steady
supply of refurbished devices, supporting continuous procurement and maintaining consistent availability of high-
quality, affordable technology solutions.
First-mover advantage for organized players
The refurbishment industry in India is predominantly unorganized, creating significant opportunities for organized
players. A major factor contributing to this unorganized nature is the lack of infrastructure necessary for effective
163refurbishment. For example, the scarcity of specialized tools and dedicated refurbishment centres, along with limited
availability of high-quality components, complicates the refurbishment process.
However, organized players can leverage advanced technologies and quality assurance processes to differentiate
themselves, effectively addressing these challenges and capitalize on market’s potential. By adeptly navigating
logistical and supply challenges related to high-quality components, organized players are better positioned for growth.
For instance, many new-age organized startups can curate high-quality refurbished devices through dedicated &
standardized processes. The devices not only enhance consumer confidence but also expand the market for refurbished
goods among organized players, paving the way for future growth in the industry. Organized players benefit from
strong procurement networks, allowing them to absorb large quantities of components and devices. This capability
translates into competitive pricing, enabling them to offer better prices to consumers. Their sales network ensures a
stable supply, a large SKU range, and competitive pricing, further solidifying their market position.
Moreover, these players invest in building credibility with customers through consistent quality, warranties, and
dedicated customer support. Additionally, the availability of trained manpower is essential for ensuring the efficient
refurbishment of devices, making workforce development a priority for organized companies aiming to establish a
strong foothold in this market.
First-mover advantages for organized players are therefore crucial in this context, as these organized players, due to
quality offerings, can leverage significant benefits such as enhanced trust; customer loyalty & brand recognition. A
strong reputation for quality fosters repeat business and positions these players to capture market share ahead of
competitors. While the refurbished electronics sector faces barriers—like a lack of necessary infrastructure, scarcity
of high-quality components, and high reliance on imports—the initial trust built by first movers is difficult for later
entrants to replicate.
All such factors culminate to foster repeat business; and the ability to capture market share early on. In the present
day, refurbished electronics sector faces multiple barriers to entry such as lack of necessary infrastructure (tools &
centres), scarcity of high-quality components & high reliance on imports.
3.4.9. Indian government initiatives and efforts to promote refurbishment
The Indian government is actively promoting the refurbishment industry as part of its sustainability and economic
development goals which reflect the government’s commitment to supporting a robust refurbishment sector that
contributes to environmental conservation and economic resilience.
Extended Producer Responsibility (EPR)
Extended Producer Responsibility (EPR) is a regulatory framework that holds producers accountable for the entire
lifecycle of their products, from design to disposal. This principle mandates that manufacturers manage the collection,
recycling, and environmentally sound disposal of their products, thereby minimizing their environmental impact.
In India, EPR has been specifically implemented for the management of electronic waste (e-waste). Producers of
electrical and electronic equipment must apply for a registration certificate and set recycling targets through the e-
waste EPR portal managed by the Central Pollution Control Board (CPCB). This online system requires all
stakeholders—including producers, recyclers, refurbishers, and manufacturers—to register and report their activities,
ensuring compliance with e-waste management guidelines.
EPR facilitates refurbishers by creating a structured environment for collecting e-waste and promoting the recycling
of components. By registering on the EPR portal, refurbishers can collaborate with authorised recyclers, gaining access
to a steady stream of materials for refurbishment. This not only supports their operations but also enhances their
credibility by ensuring adherence to regulatory standards.
Implementation Guidelines for E-Waste (Management) Rules in India set specific targets for the collection of e-
waste by producers. According to these guidelines:
• Producers are required to collect a specified percentage of the quantity of waste generated by their products
sold in the market during a certain timeframe
• The guidelines outline a phased approach to achieving these targets, starting with 10% collection in the first
year, progressively increasing to 40% by the seventh year
• This progressive scaling helps producers build the necessary infrastructure and implement systems for
effective e-waste collection over time
164Target-based approach for implementation of extended producer responsibility (“EPR”) has been adopted in the E-
Waste (Management) Rules, 2022, which stipulate phase-wise collection target to producers for the collection of e-
waste, either in number or weight, which shall be 60% of the estimated quantity of waste generation during FY23-24
and FY24-25, followed by 70% during FY25-26 and FY26-27, 80% during FY27-28. This progressive approach aims
to steadily improve recycling rates and foster sustainable practices in e-waste management.
Overall, EPR bolsters the refurbishment industry by promoting sustainable practices and encouraging innovation in
product design. By mandating that producers manage the lifecycle of their products, EPR ensures a reliable supply of
end-of-life electronics, which refurbishers can acquire for processing. This regulation not only facilitates easier access
to quality components for refurbishment but also enables refurbishers to meet regulatory compliance, enhancing their
credibility in the market. Moreover, by making producers responsible for their products’ end-of-life management, EPR
helps create a circular economy where resources are reused and recycled. This approach not only reduces
environmental impact but also fosters economic growth within the refurbishment sector, contributing to job creation
and industry resilience.
National Resource Efficiency Policy (NREP)
The draft National Resource Efficiency Policy (NREP) aims for environmentally sustainable growth and resource
security. The NREP encourages a resource-efficient and circular economy, allowing industries to create higher value
with less material, thereby reducing costs and enhancing resource productivity. The policy also emphasizes a lifecycle
approach to resource management, urging businesses to consider the environmental and economic impacts of products
at all stages—from raw material extraction to disposal. This perspective fosters innovation and competitiveness,
particularly for refurbishing companies.
In conjunction with the NREP, the Corporate Social Responsibility (CSR) policy and relevant laws support sustainable
practices by mandating companies to allocate a portion of their profits towards social and environmental initiatives.
This alignment encourages businesses to adopt resource-efficient practices and invest in refurbishing efforts, further
enhancing their contribution to a circular economy. The existing framework not only promotes compliance but also
incentivizes industries to explore innovative solutions for waste reduction and resource optimization, reinforcing the
importance of sustainability across sectors.
Right to Repair in India
The Ministry of Corporate Affairs is currently in the process of creating a Right to repair framework that aims to
provide all customers with the option to repair their electronic products at an optimal cost, as opposed to buying new
products. Under this framework, it would be mandatory for manufacturers to share their product details with customers
to allow for repair by themselves or by third parties. Mobile phones, tablets and consumer durables are some key
sectors in focus for the framework. Various notable brands such as Samsung, Boat, HP, LG, Oppo, Lenovo, Real Me,
Apple, Acer, Xiaomi, OnePlus, Sony and Dell have registered with the MCA in support of the framework.
3.4.10. Value addition / differentiation of organized players vs mom-and-pop stores
Electronics Bazaar and similar players stand out from mom-and-pop stores by offering detailed product descriptions,
a clear grading system, and thorough assessments conducted by trained professionals. Their commitment to quality is
reinforced by warranties with transparent terms, strict adherence to manufacturer standards, and an efficient end-to-
end refurbishment process. Additionally, comprehensive online platforms and regional service capabilities enhance
accessibility and streamline the buying experience for customers.
Several companies in India include refurbishment in their CSR efforts to promote sustainability and community
development. HP India donates refurbished computers to schools and non-profits, enhancing digital access. Dell India
collaborates with NGOs to refurbish and distribute computers, supporting digital literacy. Wipro incorporates
refurbishment in its Earthian program to encourage recycling and reuse, while Infosys engages in e-waste management
projects that include refurbishing devices. These efforts help bridge the digital divide and promote responsible
consumption.
1654. Company Overview & Financial Benchmarking
4.1. Company overview
Electronics Bazaar specializes in refurbishing electronic devices like laptops, desktops, and premium smartphones,
offering high-quality products at affordable prices. Expanding further, it established operations in Dubai and the USA
continuing to make strides in the global market. The used and refurbished laptop markets in key geographies such as
India, USA and Europe are undergoing a significant shift towards organized players. However, even the organized
market remains fragmented with no player occupying >5% of the market and a large number of small-scale outlets
with limited reach and refurbishment capacity
Electronics Bazaar is unique in the industry for its presence across the full value chain. Each of its facilities is equipped
with extensive refurbishing capabilities which include not only screening and parts repair (L1 and L2 activities) but
also motherboard repairs (L3 activities) along with laser keyboard reprinting, paint, fabrication and cosmetic work.
Electronics Bazaar is amongst a few companies globally specialising in LCD repairs including repolarisation and light
guide plate (LGP) correction. Additionally, the dispatch area, receiving zone, and QC division guarantee rigorous
quality control. The packing department prepares devices for shipment, while the sales and operations teams distribute
refurbished products to various distributors across cities, enhancing customer confidence with a 1 to 3 years warranty.
Operating from a state-of-the-art facility spanning 58,127.82 Sq. Ft. across India, UAE, and the USA, which gives
Electronics Bazaar the flexibility to scale and meet growing market demands efficiently and effectively access ~70%
of global GDP from these strategic locations. Electronics Bazaar’s facility in the USA serves North and South America,
166while its UAE facility provides access to Europe, the Middle East, Africa, and the Asia-Pacific regions. Electronics
Bazaar has one of the largest facilities among Indian ICT refurbishes, with a high-level of integration. Each refurbished
device is sold with a 1 to 3 years warranty, offering customers confidence in the product’s reliability and durability.
The company holds certifications as Microsoft Authorised Refurbisher and complies with environmental standards set
by the Maharashtra Pollution Control Board and the Central Pollution Control Board. The company follows a rigorous
refurbishing process, from initial product screening and grading to post-repair quality checks, ensuring every unit
meets world-class standards. Additionally, the company also holds key certifications, including the prestigious R2V3
certification—recognized as the highest standard in responsible recycling—along with various ISO certifications,
further reinforcing its commitment to quality and sustainability.
Electronics Bazaar is actively promoting reuse of devices by consolidating and standardizing the unorganized
refurbished ICT device market. As a government-certified refurbisher, the company stands out for its commitment to
sustainability and quality. Electronics Bazaar’s EPR (Extended Producer Responsibility) certificate, issued by the
Central Pollution Control Board (CPCB), along with the Consent to Operate from the Maharashtra Pollution Control
Board (MPCB), reinforces its dedication to environmentally responsible operations. By actively pursuing ESG
compliance, Electronics Bazaar not only mitigates environmental impact but is also in a position to capitalize on
evolving business opportunities. Markets such as Europe, provide incentives and benefits to companies that prioritize
ESG standards. Electronics Bazaar serves as an IT asset disposition (“ITAD”) partner for leasing companies, IT
consulting companies and banks as they meet their sustainability and data privacy requirements, thus the company
enjoys a strong procurement advantage, underpinned by its mature relationships with OEMs such as HP, and Lenovo,
enabling direct procurement from these leading brands. Electronics Bazaar also serves as an IT asset disposal partner
for India’s second – largest software company, in terms of market capitalisation as of Financial Year 2025, procuring
their used IT assets. The company’s multi-channel procurement strategy extends to partnerships with corporates,
recyclers, leasing companies, brokers, and other institutes, further strengthened by its multi-geography procurement
network that spans the Americas, EMEA, and India. This robust structure allows Electronics Bazaar to refurbish used
condition IT assets to A-grade cosmetically and functionally.
Electronics Bazaar uses multiple check points and meets quality standards with world class SOPs. These include
measures such as software reinstallation, reset settings, small part replacement, PCB chip repair level. It goes an extra
mile by focusing on data sanitization / data security using both soft and hard erasures. It uses data erasure measures
like NIST SAS, etc, drive degaussing, and hard drive shredding. It executes data sanitization procedures on all devices
in strict accordance with R2 V3. It has ISO 27001 certification, an international standard for information security
management systems, solidifying its commitment towards proper data sanitization and integrity. Devices refurbished
by Electronics Bazaar sells at a premium compared to other players in the industry due to superior quality of product
and Electronics Bazaar’s ability to provide proven and reliable warranty solutions. Electronics Bazaar’s
comprehensive process of refurbishment of ICT devices such as laptops, desktops, tablets, servers, premium
smartphones, mobile workstations and accessories ensures that such devices are similar to new, in terms of both
performance and aesthetics, and able to offer laptops at one-third price of new devices and other devices like desktops,
tablets, servers, premium smartphones, mobile workstations and accessories at 35-50% price of new devices.
The company’s transformational advantage lies in its ability to build trust with stakeholders through a 1 to 3 years
warranty, making it a trusted brand for resale channel partners, large format retailers (LFRs), marketplaces, and
distributors. It also offers best-in-class service, with a device customization facility for ‘configuration to order’ and
strong after-sales support.
Through its website and online marketplace, Electronics Bazaar offers budget-conscious MSMEs and startups the
opportunity to optimize their IT investments by purchasing high-quality, Microsoft Authorised Refurbished ICT
device. Electronics Bazaar is India’s largest Microsoft Authorised Refurbisher, in terms of refurbishing capability as
of FY25. These products not only reduce capital expenditure but also offer savings on hardware and software licenses.
As one of the top brands in the refurbished PC space, the company ensures that customers have access to reliable
refurbished products, all backed by comprehensive warranties, at affordable prices.
In addressing concerns such as lack of transparency, quality assurance, and the uncertainty surrounding a gadget’s
authenticity, Electronics Bazaar provides an easy-to-scale solution. With its emphasis on transparency and quality, the
company continues to set industry standards while making refurbished electronics a smart, sustainable choice for
businesses and individuals alike.
Electronics Bazaar’s business model revolves around sourcing used products from corporates, banks, leasing
companies, and OEMs, which are then sold through multiple channels, including a robust online platform, over
multiple retail partners, and services & fintech solutions. The company provides additional services such as warranties,
onsite installation, leasing options, and assured buyback. Electronics Bazaar is India’s largest refurbisher of laptops
and desktops and among the largest refurbishers of ICT devices overall both globally and in India in terms of value as
167of 31st March 2025. Electronics Bazaar’s refurbished laptops are typically available at one-third of the price of new
devices.
4.2. Operational benchmarking
Electronics Bazaar operates in the refurbishment of all three – phone, laptop and desktop, with its sales presence across
both offline and online channels. It has the widest presence, when compared to its peers, that spread across 38
countries. Electronics Bazaar is one of the few companies i.e. pioneered the concept of warranty for the refurbished
ICT Devices to provide comfort and trust to customers and are still industry leading the warranty terms.
1684.3. Financial benchmarking:
From FY23-25 while global refurbished consumer electronics devices market grew at 10.7% whereas Electronics
Bazaar revenue from operations increased at a CAGR of 46.3%.
169Parameters Company FY23 FY24 FY25
Revenue from Electronics Bazaar 6,595.42 11,381.38 14,111.10
operations New Jaisa 445.30 617.32 656.55
(INR M) Close the Loop^ 7,504.28 11,756.63 NA
MusicMagpie^^ 15,535.06 14,607.10 NA
EBITDA Electronics Bazaar 500.40 849.04 1,261.44
(INR M) New Jaisa 87.39 89.38 14.76
Close the Loop^ 1,252.55 2,554.02 NA
MusicMagpie^^ 564.18 384.32 NA
EBITDA Electronics Bazaar 7.59% 7.46% 8.94%
(%) New Jaisa 19.62% 14.48% 2.25%
Close the Loop^ 16.69% 21.72% NA
MusicMagpie^^ 3.63% 2.63% NA
PAT Electronics Bazaar 324.28 523.05 690.33
(INR M) New Jaisa 67.36 63.18 -11.32
Close the Loop^ 675.60 616.42 NA
MusicMagpie^^ -506.33 -732.81 NA
PAT Electronics Bazaar 4.92% 4.60% 4.89%
(%) New Jaisa 15.13% 10.23% -1.72%
Close the Loop^ 9.00% 5.24% NA
MusicMagpie^^ -3.26% -5.02% NA
ROE* Electronics Bazaar 28.97% 31.96% 30.40%
(%) New Jaisa 72.42% 11.44% -1.45%
Close the Loop^ 9.86% 7.89% NA
MusicMagpie^^ -24.23% -55.82% NA
ROCE** Electronics Bazaar 17.91% 16.72% 17.31%
(%) New Jaisa 51.98% 13.26% -0.36%
Close the Loop^ 12.06% 15.79% NA
MusicMagpie^^ -2.53% -36.72% NA
Note(s):
EBITDA = Restated Profit Before Tax (before exceptional items) + Finance Cost + Depreciation and Amortization
EBITDA Margin = EBITDA / Revenue from operations
PAT Margin = PAT / Revenue from operations
ROE = PAT attributable to owners of company / Shareholders Equity;
ROCE = EBIT / Capital employed; EBIT = EBITDA - Depreciation and Amortization and impairment of goodwill, Capital employed = total equity
+ borrowings + current maturities of long term borrowings;
^Close the loop financials are June end basis instead of March end basis
^^MusicMagpie financials indicated are calendar year basis
New Jaisa and Close the Loop financials are released on H1 and FY basis onlyMusicmagpie is acquired by private company in Dec 2024, due to
which Q3 financials are not publicly released.
Exchange rate:
1AUD = 55.21 INR for Close the Loop
1 GBP = 106.93 INR for Music Magpie
1704.4. Key threats and challenges to the refurbishment industry
• Varied quality and standards: The refurbishment industry lacks uniform standards, leading to significant
discrepancies in product quality and performance across different providers.
• Technological obsolescence: Rapid advancements in semiconductor technology and new chip architectures
can render refurbished devices obsolete, as older models might have limitation in their functionality and
market appeal.
• Lack of awareness: A substantial number of consumers are unfamiliar with the advantages of refurbished
products, such as lower costs and reduced environmental impact, which hinder market growth.
• Consumer trust: Establishing trust in refurbished electronics is vital, as customers often worry about hidden
defects and the overall longevity of these products.
• Data security: Implementing effective data erasure processes is a major challenge in the refurbished
electronics industry, as inadequate removal of previous user data can lead to serious privacy risks and
diminish consumer confidence in selling laptops to refurbished players.
• Limited warranty: Refurbished products typically come with shorter warranties than new items, which can
lead to hesitance among consumers concerned about potential future repair costs.
• Perception of inferiority and consumer mistrust: The belief that refurbished products are subpar fosters
skepticism about their reliability and durability compared to new models, requiring targeted marketing to
educate consumers and build trust in refurbished electronics.
171OUR BUSINESS
Unless otherwise stated, references in this section to “we”, “our” or “us” (including in the context of any financial information)
are to the Company along with its Subsidiaries, on a consolidated basis and references to our “Company” refers to GNG
Electronics Limited on a standalone basis. To obtain a complete understanding of our Company and business, prospective
investors should read this section in conjunction with “Risk Factors”, “Industry Overview”, “Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 26, 115, 238 and 292,
respectively as well as financial and other information contained in this Red Herring Prospectus as a whole. Additionally,
please refer to “Definitions and Abbreviations” on page 1 for definition of certain terms used in this section.
Some of the information in the following section, especially information with respect to our plans and strategies, consists of
certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those
expressed in, or implied by, these forward-looking statements. You should read the section “Forward-Looking Statements” on
page 16 for a discussion of the risks and uncertainties related to those statements and the section “Risk Factors” on page 26
for a discussion of certain risks that may affect our business, financial condition, or results of operations and the “Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 238
and 292, respectively, for a discussion of certain factors that may affect our business, financial condition or results of
operations.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references
to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the
context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024 and Fiscal 2023, included herein is based
on or derived from our Restated Consolidated Financial Information included in this Red Herring Prospectus. For details,
please see “Restated Consolidated Financial Information” on page 238. The Restated Consolidated Financial Information is
based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR
Regulations. We have also included various operational and financial performance indicators in this Red Herring Prospectus,
some of which have not been derived from our Restated Consolidated Financial Information. The manner of calculation and
presentation of some of the operational and financial performance indicators, and the assumptions and estimates used in such
calculation, may vary from that used by other companies in India and other jurisdictions.
Industry and market data used in this section have been extracted from the 1Lattice Report, which has been exclusively
commissioned and paid for by our Company in connection with the Offer, for the purposes of confirming our understanding of
the industry in which we operate. 1Lattice Report is not, and has not in the past, been engaged or interested in the formation,
or promotion, or management, of our Company. Further, it is an independent agency and neither our Company, nor our
Directors, Promoters, Key Managerial Personnel, Senior Management, and Subsidiaries, nor the BRLMs are a related party
to 1Lattice Report as per the definition of “related party” under the Companies Act, 2013. The 1Lattice Report has been made
available on the website of our Company at https://www.electronicsbazaar.com/investor from the date of the Draft Red Herring
Prospectus and will be available until the Bid/Offer Closing Date and has also been included in “Material Contracts and
Documents for Inspection – Material Documents” on page 392. The data included herein includes excerpts from the 1Lattice
Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, all financial,
operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any
particular year, refers to such information for the relevant Financial Year.
For further details and risks in relation to the 1Lattice Report, see “Risk Factors – Certain sections of this Red Herring
Prospectus disclose information from the 1Lattice Report which has been prepared exclusively for the Offer and commissioned
by our Company and paid for by our Company exclusively in connection with the Offer, and any reliance on such information
for making an investment decision in the Offer is subject to inherent risks.” on page 57.
Overview
We are India’s largest refurbisher of laptops and desktops and among the largest refurbishers of ICT Devices overall, both
globally and in India with significant presence across India, USA, Europe, Africa and UAE, in terms of value, as of March 31,
2025 (Source: 1Lattice Report). We follow a repair-over-replacement approach, which provides cost advantages and helps
achieve true sustainability by reducing carbon footprint.
We are India’s largest Microsoft authorised refurbisher, in terms of refurbishing capability, as of Fiscal 2025 (Source: 1Lattice
Report). We also serve as an IT asset disposal partner for India’s second – largest software company, in terms of market
capitalisation as of Fiscal 2025, procuring their used IT assets (Source: 1Lattice Report).
The global refurbished personal computers market grew from US$ 9.7B in CY18 to US$ 17.1B in CY24, reflecting an 9.9%
CAGR, and is expected to grow at 18.9% over CY24-29 reaching US$ 40.6B. By CY29, the global used and refurbished PCs
market is projected to reach US$ 61.0B, with a CAGR of 10.4%, as more consumers seek cost-effective options without
compromising on performance. Similarly, the Indian refurbished PC market grew from US$ 0.2 billion in FY19 to US$ 1 billion
in FY25, showing a 28% CAGR, and is expected to reach US$ 4 billion by FY30, at a CAGR of 30%. A common trend in both
172the Indian and global markets is the increasing preference for refurbished devices over “as-is used” devices. In India, the
organized market share grew from 5.2% in FY19 to 13.2% in FY25, with a robust CAGR of 35.5%. This share is projected to
further expand to 39.7% by FY30, at an impressive CAGR of 45.5%. Set below is a chart the comparative growth of our
Company and global refurbished customers electronics device market (Source: 1Lattice Report).
(Source: 1Lattice Report)
We operate under the brand “Electronics Bazaar”, with presence across the full refurbishment value chain i.e., from sourcing
to refurbishment to sales, to after – sale services and providing warranty. We solve customers’ requirement of affordable,
reliable and premium ICT Devices which are as good as new devices, both functionally and aesthetically, and are backed by
proven warranty. We also provide tailor – made solutions for our customers. Our comprehensive process of refurbishment of
ICT Devices such as laptops, desktops, tablets, servers, premium smartphones, mobile workstations and accessories ensures
that such devices are similar to new, in terms of both performance and aesthetics, and able to offer laptops at one-third price of
new devices and other devices like desktops, tablets, servers, premium smartphones, mobile workstations and accessories at
35-50% price of new devices (Source: 1Lattice Report). We are one of the few companies which pioneered the concept of
warranty for the refurbished ICT Devices to provide comfort and trust to customers and are still industry leading the warranty
terms (Source: 1Lattice Report). Devices refurbished by us sell at a premium compared to other players in the industry due to
superior quality of product and our ability to provide proven and reliable warranty solution (Source: 1Lattice Report).
Set forth below is the data in relation to revenue contribution from our ICT Devices for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage of Amount Percentage of Amount Percentage of
revenue from revenue from revenue from
operations operation operations
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Revenue from sale of laptops 10,667.06 75.59% 7,724.16 67.87 5,274.58 79.97
Revenue from others* 3,444.04 24.41% 3,657.22 32.13 1,320.84 20.03
Total revenue from 14,111.10 100.00% 11,381.38 100.00 6,595.42 100.00
operations
*Includes desktops, tablets, servers, premium smart phones, mobile workstations, accessories and service income.
Set forth are the details of the revenue generated from sale of products, incentive income and leasing within India and revenue
generated by us from sale of products outside India for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
(₹ in million)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Within India
Sale of Product 3,258.01 4,674.65 3,119.69
Refurbishing as a service 43.60 - -
Incentive Income 72.42 105.63 143.23
Leasing 79.26 3.62 -
Total Within India 3,453.28 4,783.90 3,262.92
Outside India
Sales 10,657.82 6,597.48 3,332.50
Total 14,111.10 11,381.38 6,595.42
173We are also a certified refurbishment partner with Lenovo and HP, which are top two global brands, in terms of market share
of 26% and 22%, respectively, as of CY 2024 (Source: 1Lattice Report). Additionally, we serve as IT asset disposition
(“ITAD”) partners for leasing companies, IT consulting companies and banks as we meet their sustainability and data privacy
requirements.
We offer other value – added services such as ITAD and e – waste management services, warranties, doorstep service, on–site
installation, flexible pay options, easy upgrades, assured buyback programmes and buyback programmes for refurbished ICT
Devices. We provide tailored buyback solutions for laptops and desktops to help large format retail stores such as Vijay Sales
(India) Private Limited (“Vijay Sales”) and OEM brand stores such as HP India Sales Private Limited (“HP”) and Lenovo
Global Technology (India) Private Limited (“Lenovo”) to run efficient, customer – friendly buyback programs facilitating sale
of new devices. We also offer other categories of ICT Devices such as open – box and brand new ICT Devices, providing
customers with a range of options that cater to different needs and budgets. In addition, we also offer ICT Devices customised
to the customer specifications and requirements. Moreover, we offer a wide range of stock keeping units (“SKUs”) and as of
March 31, 2025, our portfolio included 5,840 SKUs.
We have sales network with our refurbished ICT Devices being sold in 38 countries as of March 31, 2025. Our sales network
comprises 4,154 touchpoints, in India and globally, as of March 31, 2025. These touchpoints include sale of ICT Devices
through IT Solutions Providers/ Value Added Resellers, System Integrators, E-Tailers, Rental and Leasing Companies and
Distributors/Aggregators. We even supply to global refurbishment companies including US based companies such as Joy
Systems Inc, HUBX LLC, PlanITROI LLC, and Europe based companies such as PhoenixRM Ltd (Trading as GreenIT), ATX
Computers Group, who procure from us on account of our quality, skill set and cost advantages. Additionally in India, among
other prominent names, we supply to HP India Sales Private Limited, Lenovo Global Technology (India) Private Limited and
Vijay Sales (India) Private Limited.
Set forth below is the data in relation to the growth of our customers for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of customers 4,154 3,252 1,833
Similarly, we have a multi – channel global procurement network of 557 suppliers supported by an extensive procurement
network in India and across the globe. Our procurement network comprises corporates, consulting companies, intermediaries,
recyclers, refurbishment partners, educational institutes, leasing companies, NBFCs, large format retail stores and OEM brand
stores, as of March 31, 2025. As refurbishers, we also enable HP and Lenovo for their assets/devices recovery services which
they offer to their corporate customers which also helps them enable sale of new devices. Our procurement partners, among
other prominent names, include USA based Iron Mountain and Apto Solutions Inc; Australia based Green Box Group Pty Ltd
and Renew IT Pty Ltd; HP, Lenovo, Microsoft, Tata Capital Limited, and Steller Information Technology Private Limited
(BitRaser),. We also have a service network comprising in house engineers, field engineers, on site engineers and we also enable
Value Added Resellers and System Integrators to service our customers across India. Set forth below is the data in relation to
the count of our procurement partners for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Count of procurement partners 557 356 265
We are a Company with domestic and international operations, with five refurbishing facilities located across India, USA and
UAE. We have one facility in Navi Mumbai, Maharashtra, India, one facility in Dallas, Texas, USA and three facilities in
Sharjah, UAE, aggregating to 58,127.82 sq. ft. Each of our facilities is equipped with extensive refurbishing capabilities which
includes not only screening and parts repair (L1 and L2 activities) but also motherboard repairs (L3 activities) along with laser
keyboard reprinting, paint, fabrication and cosmetic work. We are amongst a few companies globally specialising in LCD
repairs including repolarisation and light guide plate (“LGP”) correction (Source: 1Lattice Report).
We also have an office in Netherlands housed in one of our Subsidiaries, Electronics Bazaar BV. Our facilities are strategically
located to cater to regional markets while maintaining a global reach across India, Middle East, Europe, Africa and USA. Our
facility in India adheres to internationally recognized quality management standards, including ISO 9001:2015 for quality
management, ISO 27001:2013 for information security, ISO 14001:2015 for environmental management and ISO 45001:2018
for occupational health and safety. Additionally, we have “Extended Producer Responsibility” certification from Central
Pollution Control Board and “Responsible Recycling Version 3” certification from Sustainable Electronics Recycling
International (“SERI”). Such certifications highlight that our processes are not only efficient but also aligned with global
industry practices. For details of other awards and certifications, “History and Certain Corporate Matters –Awards,
Accreditations and Recognitions” on page 204.
Our Promoter and founder, Sharad Khandelwal, has 29 years of experience in the information and communication technology
industry, playing a pivotal role in shaping our vision for affordable and reliable refurbished ICT Devices. We have expanded
our focus towards modern technology and sustainable practices under his leadership and guidance. He is a member of the
Institute of Chartered Accountant of India (ICAI) and held all India rank six in the final examination conducted by ICAI during
174the year 1994. His deep understanding of the industry, combined with his management skills, has enabled us to position our
Company as one of the key players in the refurbished ICT Devices industry. His leadership plays a crucial role in strategic
decisions, overseeing key business functions, contributing to our growth and operational efficiency. He is also supported by an
international team of Key Managerial Personnel and Senior Management Personnel, who collectively bring extensive expertise
across various business functions, including finance, compliance, business expansion, project management, and engineering.
Additionally, the team possesses knowledge and expertise in business development, supply chain management, and operations,
having contributed to the growth of renowned companies in the consumer electronics sector. Their combined experience ensures
a quick execution and well – rounded leadership that drives operational excellence and strategic growth for our Company. For
further details, refer to “Our Management” on page 215.
The following table sets forth certain financial and operational performance indicators for the years indicated:
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue from Operations (1) In ₹ million 14,111.10 11,381.38 6,595.42
Gross Margin (2) In ₹ million 2,524.67 1,401.52 1,011.45
Gross Margin (%) (3) % 17.89% 12.31% 15.34%
EBITDA(4) In ₹ million 1,261.44 849.04 500.40
EBITDA Margin (%) (5) % 8.94% 7.46% 7.59%
PAT(6) In ₹ million 690.33 523.05 324.28
PAT Margin (%) (7) % 4.89% 4.60% 4.92%
RoE (%) (8) % 30.40% 31.96% 28.97%
ROCE (%) (9) % 17.31% 16.72% 17.91%
Net Working Capital (no. of days) (10) Count in days 68 42 61
Property, plant and equipment (Gross) turnover ratio (11) Number 30.41 31.97 60.65
Operational KPIs
Revenue split by geography In ₹ million 14,111.10 11,381.38 6,595.42
- Within India In ₹ million 3,453.28 4,783.90 3,262.92
- Outside India In ₹ million 10,657.82 6,597.48 3,332.50
Volume of devices refurbished (12) Number 590,787 369,320 248,135
No. of customers served (13) Number 4,154 3,252 1,833
No. of procurement partners (14) Number 557 356 265
Notes:
1. Revenue from operations as per Restated Consolidated Financial Information.
2. Gross Margin is calculated as revenue from operations as per Restated Consolidated Financial Information minus cost of materials consumed.
3. Gross Margin (%) is computed as material margin divided by revenue from operations *100.
4. EBITDA is calculated as restated profit before tax (before exceptional items) plus finance costs and depreciation and amortization expenses.
5. EBITDA Margin (%) is computed as EBITDA divided by revenue from operations*100.
6. PAT is restated profit for the year as per Restated Consolidated Financial Information.
7. PAT Margin (%) is calculated as restated profit for the year divided by Revenue from Operation.
8. Return on Equity (ROE) (%) is calculated as PAT attributable to owners of the Company as a % Shareholders’ equity.
9. ROCE is calculated as EBIT as a % of capital employed. EBIT is calculated as EBITDA minus depreciation and amortization and impairment of goodwill.
Capital employed including non controlling interest refers to sum of total equity plus borrowings plus current maturities of long term borrowings.
10. Net Working Capital (no. of days) are calculated by dividing net working capital by revenues from operation multiplied by 365. Net working capital
amount is calculated as current assets less current liabilities.
11. Property, plant and equipment (gross) turnover ratio is calculated by dividing revenues from operation by gross block value of property, plant and
equipment as per Restated Consolidated Financial Information.
12. Volume of devices refurbished (No.) is calculated as sum of total numbers of ICT devices refurbished by the Company during the period.
13. No. of customers served (No.) is calculated as sum of customers invoiced by the Company during the period.
14. No. of procurement partners (No.) is calculated as sum of procurement partners from which the Company had purchases during the period.
Our Strengths
India’s largest refurbisher of laptops and desktops and among the largest refurbishers of ICT Devices overall, both globally
and in India
We are India’s largest refurbisher of laptops and desktops and among the largest refurbishers of ICT Devices overall, both
globally and in India with significant presence across India, USA, Europe, Africa and UAE, in terms of value, as of March 31,
2025 (Source: 1Lattice Report). The electronics refurbishment industry is uniquely placed to grow even in downcycles of
economic growth as it serves the replacement demand of new devices with affordable solutions (Source: 1Lattice Report). The
used and refurbished laptop markets in key geographies such as India, USA and Europe are undergoing a significant shift
towards organized players. However, even the organised market remains fragmented with no player occupying more than 5%
of the market and large number of small-scale outlets with limited reach and refurbishment capacity (Source: 1Lattice Report).
Our refurbished laptops are typically available at one-third of the price of new devices and are as good as new devices both
functionally and aesthetically with one to three years warranty, which further enhances buyer confidence (Source: 1Lattice
Report). This makes our refurbished laptops a strong and compelling proposition for a wide range of users seeking reliable
175performance at a significantly lower cost. We have a strong online visibility, which is demonstrated by consistent presence
amongst top five search results on various search engines.
Our operations are spread across 38 countries in North America, South America, Asia, Asia Pacific, Europe, Africa and Middle
East, as on March 31, 2025, and supported by five facilities situated in India, USA and UAE, each strategically located to cater
to regional demand, reduce freight costs, optimise delivery time and increase operational efficiency. We also have a service
network comprising in house engineers, field engineers, on site engineers and we also enable Value Added Resellers and System
Integrators to service our customers.
With a strong presence in domestic and international operations, “Electronics Bazaar” is dedicated to promoting digital
inclusivity by making technology accessible and affordable. This promotes and helps education, healthcare, artificial
intelligence adoption, affordable and reliable technology for start-ups, small and medium enterprises. We firmly believe that
reuse is the best form of recycling. Therefore, we promote eco – friendly practices by extending the lifecycle of ICT Devices
for further use by refurbishing such ICT Devices, reducing e– waste, making technology more sustainable and also helping
corporates achieve their sustainability goals.
As on March 31, 2025, we have a comprehensive portfolio of 5,840 SKUs that we offer. Our robust refurbishing capabilities
and streamlined processes allow us to offer competitive pricing. For Distributors and Value Added Resellers, we ensure a
consistent supply of wider range of quality ICT Devices, complemented by adjacent services such as product warranties, after-
sales support, competitive commercial terms, all supported by our large-scale and global operations.
Target-based approach for implementation of extended producer responsibility (“EPR”) has been adopted in the E-Waste
(Management) Rules, 2022, which stipulate phase-wise collection target to producers for the collection of e-waste, either in
number or weight, which shall be 60% of the estimated quantity of waste generation during FY23-24 and FY24-25, followed
by 70% during FY25-26 and FY26-27, 80% during FY27-28. This progressive approach aims to steadily improve recycling
rates and foster sustainable practices in e-waste management. (Source: 1Lattice Report). We have also received an “Extended
Producer Responsibility” certification from Central Pollution Control Board and “Responsible Recycling Version 3”
certification from SERI. We are also authorised to issue EPR certificates to our procurement partners by Central Pollution
Control Board which is required for sustainability compliance and can also be monetised.
Our extensive experience has allowed us to establish a strong market presence, making us a trusted name in the industry. At the
core of our business philosophy are trust and reliability. With nearly a decade of experience in the refurbished ICT Devices, we
have cultivated an ethos for delivering value while fostering long-term relationships with our clients. Our proven track record,
combined with a strong commitment to customer satisfaction and innovation, positions us as a trusted player in the refurbished
ICT market.
Strong global supply chain, established sourcing base with long tail of vendors and wide customer base
Our depth in procurement, refurbishment and sales puts us at a definite advantage. The pricing strength comes from our ability
to “buy better, refurbish better and sell better”. We have Value Added Reseller network, with our refurbished ICT Devices
being sold in 38 countries as of March 31, 2025. Our sales network comprises, 4,154 touchpoints in India and globally, as of
March 31, 2025.
This reach is further supported by VAR partners who sell to corporates and others. We are one of the preferred partners to
Value Added Resellers, distributors and other customers alike.
Further, set out below is a map indicating our sales and procurement presence and our global footprint:
176This multi-channel and multi-geography presence mitigates channel or geography specific risk.
Our facility in India is also a certified refurbishment facility for both Lenovo and HP and by virtue of which we are also a
certified refurbishment partner with them, which are top two global brands, in terms of market share of 26% and 22%,
respectively, as of CY 2024, and largest authorised refurbisher for Microsoft in India in terms of refurbishing capability as of
Fiscal 2025 (Source: 1Lattice Report). Additionally, we serve as ITAD partners of leasing companies, IT consulting companies
and banks as we meet their sustainability and data privacy requirements. Our refurbished ICT Devices are subject to periodic
audits by our customers, which ensures that our customers are able to confirm sustained quality of our facility and processes.
In addition to such audits by our customers from time to time, we also conduct in – house quality testing of our products to
ensure that the quality and standard of products remains in compliance with our customer’s expectations.
Additionally, we maintain a multi – channel procurement network in India and globally. As of March 31, 2025, we have a
procurement network comprising corporates, consulting companies, intermediaries, recyclers, refurbishment partners,
educational institutes, leasing companies, NBFCs, large format retail stores such as Vijay Sales and OEM brand stores such as
HP and Lenovo. We have a well – developed procurement network that contribute to the overall sourcing strategy. This
approach can enhance flexibility, reduce risk and foster innovation by leveraging a wide variety of resources.
Our other corporate vendors include organisation such as Tata Capital Limited, Steller Information Technology Private Limited
(BitRaser), HP, Lenovo and Microsoft.
Our longstanding relationships with established customers have contributed to our success thus far and will continue to be a
key driver of our future growth. They will not only help us expand our market share but also facilitate our entry into new
markets, further solidifying our position as one of the global leader in the refurbished ICT industry.
We have strong relationships with global brands such as HP and Lenovo of one year and eight months respectively. We help
them run efficient and customer-friendly buyback programs facilitating sale of new devices. Our Company facilitates buyback
and trade-in programs through the HP and Lenovo brands and large format retail stores, enabling customers to exchange their
used devices for new devices under this initiative. As part of this program, the pricing of used devices is determined based on
their configuration and condition. As on the date of this Red Herring Prospectus, 18,517 units have been bought back. This
association also helps us with added advantages such as revenue visibility, enhanced industry goodwill, greater customer trust
and assurance of product quality. Further, our partnerships with global brands such as HP and Lenovo as an authorized
refurbishment partner provide us with added sourcing and sales advantages. It enhances our credibility and further expands our
market reach, allowing us to deliver significant value to our customers.
We have established a robust supply chain that facilitates smooth operations from procurement of used ICT Devices to the
delivery of refurbished ICT Devices. This capability is reflected in our Restated Consolidated Financial Information,
demonstrating no inventory write offs and no bad debt, evidencing the quality of our relationships and processes and strength
177of our supply chain. This multi - channel approach ensures that we can cater to diverse customer needs, providing high-quality
refurbished products with ease and convenience across multiple touchpoints.
While ecommerce space for refurbished products is evolving in India, it has matured in European and North American markets
(Source:1Lattice Report). We have established a foothold in the ecommerce industry in North America and European markets
and are high-rated on multiple ecommerce platforms. To further enhance our brand recognition and boost sales, we have
invested in comprehensive marketing strategies through online channels. Our online strategies include search engine discovery
advertisements, lead generation campaigns, and promotion messages.
Similarly, our offline strategies include corporate tie-ups, brand collaborations, event participation, participation in and
sponsorship for the trade shows, print advertisements and in-store branding. This backed by our quality and service helped us
create repeat business from VARs and distribution partners.
A key driver of our success is our established and efficient supply chain, which ensures a consistent availability of wide range
of ICT Devices and timely deliveries to our customers. We have developed a streamlined process that encompasses all stages
of operations, from procurement and refurbishment to distribution, ensuring consistent quality at every phase.
Well - established refurbishing capabilities and state – of - art infrastructure, with focus on quality
We operate five refurbishing facilities with one facility located in Navi Mumbai, India; three in Sharjah, UAE; and one in
Texas, USA having a cumulative area of 58,127.82 sq. ft. We have one of the largest facilities among Indian ICT refurbishes,
with a high-level of integration (Source:1Lattice Report). Our facility in Sharjah, UAE is located in Sharjah Free Zone which
offers several benefits including in house accommodation to the employees. All our facilities are equipped with round-the-clock
surveillance, emergency alarm systems and advanced anti-theft sensors. The strategic positioning of these facilities near major
markets provides us with significant cost and logistical advantages, allowing for efficient operations and timely delivery. These
advanced facilities are equipped with technology and manpower, enabling us to handle high volumes of products efficiently
while ensuring quality control throughout the refurbishment process. This global presence allows us to serve customers in
multiple countries with ease and reliability, and also exploit huge global market opportunities.
All our refurbishing facilities have the capabilities to refurbish a wide variety of products, including laptops, desktops, premium
smart phones and tablets. This flexibility allows us to adapt quickly to market demands for specific product categories, ensuring
we meet customer needs efficiently. Each of our facilities is equipped with extensive refurbishing capabilities which include
not only screening and parts repair (L1 and L2 activities) but also motherboard repairs (L3 activities) along with laser keyboard
reprinting, paint, fabrication and cosmetic work. We are amongst a few companies globally specialising in LCD repairs
including repolarisation and light guide plate (LGP) correction (Source: 1Lattice Report). This comprehensive approach ensures
that each device not only functions optimally but also meet aesthetic standards, providing our customers with devices that are
of superior quality and highly reliable. We have developed in house process for various aspects of refurbishment such as device
screening, refurbishment planning, quality control, inventory management and tracking of refurbishment process. We perform
drive wiping, drive degaussing, and hard drive shredding. The granularity of our operations presents us with a strong
competitive advantage and this model is difficult to replicate.
Further, we execute data sanitization procedures on devices in strict accordance with, among other prominent methods, R2 V3,
NIST 800 guidelines, US -DoD 5200, Peter Gutmann and US Army AR 380, while leveraging advanced BitRaser software for
data erasure. We have also obtained ISO 27001 certification, an international standard for information security management
systems, solidifying our commitment towards proper data sanitization and integrity.
For the year ended March 31, 2025, we refurbished 590,787 ICT Devices. To assure quality to our customers, we have identified
processes, which include screening of procured products, pre-repair checks, a 21-step refurbishing process, post repair quality
checks and packaging. For further details, please see “- Our Refurbishment Process” on page 184. Further, high-level cosmetic
skill set processes damaged pieces to like-new condition with trained and skilled technicians who are proficient in restoring the
ICT Devices to like original state with our Company’s multi-step processes. Furthermore, our IT systems are significant to our
business, and we continuously implement the latest technologies to support our operations. Additionally, we regularly conduct
training sessions to our employees which covers critical areas, including internal and external parts overview, aesthetic and
functional enhancements, advanced troubleshooting and LCD refurbishing. As of March 31, 2025, we have trained 949
employees and the employees received a cumulative total of 17,082 hours of training on building technical expertise. In
addition, we conduct regular workshops on topics such as health and safety, ergonomics, technical skills, software and firmware
updates and training on new tools and equipment. These trainings and workshop initiatives underscore our Company’s
commitment to maintain high – quality standards in refurbishment processes.
We continuously strengthen our expertise by providing various in-house trainings to our workforce to strengthen their skillsets
and keep them updated with the latest changes in the technologies and processes to maintain quality standards. These training
sessions cover several key areas, including an introduction to cosmetic checks (such as inspecting for scratches, fitting of parts,
finishing details, and screw placement), as well as functional diagnosis (such as testing the speaker, microphone, touchpad,
LED, battery, and other components) and overall refurbishment of devices.
178Our refurbishing infrastructure is equipped with the latest technology, ensuring we maintain quality standards throughout our
operations. Our facility in Navi Mumbai, India, adheres to internationally recognized quality management standards, including
ISO 9001:2015 for quality management, ISO 27001:2013 for information security, ISO 14001:2015 for environmental
management, and ISO 45001:2018 for occupational health and safety. We have also received an “Extended Producer
Responsibility” certification from Central Pollution Control Board. For facilities across the globe, we have obtained
“Responsible Recycling Version 3” certification from SERI. Such certifications highlight that our processes are not only
efficient but are also aligned with global best practices. We are also a government certified refurbisher for activities of
collection, segregation, refurbishment and dismantling e-waste.
Our facility in Navi Mumbai, India has also been audited by global team of HP and Lenovo and is also certified as authorised
HP and Lenovo refurbishment facility.
Well positioned to harness global shift to sustainability and growing focus on ESG
Since our commencement of refurbishing operations in 2014, we have established a strong foothold in the ICT Devices industry,
driven by a management team with a vast experience in this industry. Our expertise allows us to navigate the complexities of
the market and consistently deliver high-quality products.
The countries around the world are placing greater focus on Environmental, Social, and Governance (“ESG”) standards as
sustainability becomes a global priority. One pressing issue is the growing volume of electronic waste (e-waste), with only a
small portion currently being recycled (Source: 1Lattice Report). Refurbishing electronics offers a pricing coupled with
extension of useful life solution, helping to reduce e-waste by extending the life of devices (Source: 1Lattice Report). Our
refurbished ICT Devices, priced up to one third lower of new devices and backed by a one to three years warranty, provide
consumers with an option that is both environmentally responsible and economically advantageous. By refurbishing and
reintroducing electronics into the market, the demand for raw materials is reduced, and electronic waste is diverted from
landfills. This contributes to more sustainable consumption and production practices, aligning with the broader goals of the
circular economy. Through refurbishment, the environmental footprint of electronics is lessened, and valuable resources are
kept in use, supporting the shift away from a disposable culture. The refurbished electronics market offers a value proposition
for ESG wherein the environmental value is created by reusing and re-cycling parts which avoids emissions and material
extraction. Target-based approach for implementation of extended producer responsibility (“EPR”) has been adopted in the E-
Waste (Management) Rules, 2022, which stipulate phase-wise collection target to producers for the collection of e-waste, either
in number or weight, which shall be 60% of the estimated quantity of waste generation during FY23-24 and FY24-25, followed
by 70% during FY25-26 and FY26-27, 80% during FY27-28. This progressive approach aims to steadily improve recycling
rates and foster sustainable practices in e-waste management (Source: 1Lattice Report).
The refurbished electronics market offers a value proposition for ESG wherein the environmental value is created by reusing
and re-cycling parts which avoids emissions and material extraction (Source: 1Lattice Report). For example, the resources
needed to create one new laptop amount to 1,200kg of mined and consumed earth materials and 250-330 kgs of CO2e is emitted
during the manufacture of a new laptop. By opting for refurbished laptop, not only is resource consumption reduced, but e-
waste from disposed laptops which is typically disposed off in landfills is also avoided (Source: 1Lattice Report). From a waste
management perspective, it prevents electronic waste being created, which is typically disposed off in landfills. E-waste in
landfills can have several negative impacts on soil and surrounding areas such as contamination of groundwater, disruption of
local ecosystems, degradation of soil quality leading to a decline in biodiversity in the area. Further, the refurbishment industry
also creates job opportunities for skilled and unskilled labour (Source: 1Lattice Report). We adhere to stringent process control
guidelines and international industry standards at our facilities in India, including ISO 14001 and ISO 9001:2015. These
practices directly influence our capacity to issue EPR certificates.
Our pricing coupled with the eco-friendly nature of our refurbishing, provides a twin solution for affordability and sustainability,
which positions us well to harness the global shift to sustainable solutions. Our Company is actively promoting the recycling
of surplus IT assets, aiming to consolidate and standardize the unorganized refurbished electronics market. As a government-
certified refurbisher, our Company stands out for its commitment to sustainability and quality. Our EPR certificate issued by
the Central Pollution Control Board, reinforces its dedication to environmentally responsible operations. By actively pursuing
ESG compliance, our Company not only mitigates environmental impact but also positions to capitalize on evolving business
opportunities. Markets such as Europe, provide incentives and benefits to companies that prioritize ESG standard (Source:
1Lattice Report).
Experienced management team and qualified personnel with significant industry experience
We are guided by an experienced leadership team, headed by our Promoter and Founder, Sharad Khandelwal, who has 29 years
of experience in the information and communication technology industry. Under his leadership, we have grown into one of the
leading players in the industry.
Our management team comprises qualified professionals, many of whom have extensive background in business development,
finance, operations, and other key areas. The senior management personnel bring a wealth of expertise in operations, design
179and development, finance, marketing, engineering, legal, human resources, and business development alongwith operating the
international business. This diverse experience enables us to efficiently manage our operations and strategically explore new
growth opportunities. For details, refer to “Our Management – Brief Profiles of our Directors” and “Our Management – Brief
profiles of our Key Managerial Personnel and Senior Management” on pages 217 and 229, respectively.
We are well-positioned to continue expanding our business and pursuing our vision of becoming the market leader in the
refurbished electronics industry. Our personnel policies are aimed towards recruiting talented individuals, facilitating their
integration, and promoting the development of their skills. In addition to regular compensation, statutory benefits and standard
insurance coverage, we have instituted the ESOP Scheme to motivate and incentivize our employees. We rely on our qualified
and experienced management to identify new avenues of growth and helps us to implement our business strategies in an efficient
and quick manner.
In addition to strong leadership, our workforce includes a skilled team of 949 refurbishing technicians as of March 31, 2025.
This ensures consistent quality and productivity as we continue to scale our operations.
Track record of profitability and consistent financial performance
We have established a consistent track record of financial performance reflecting operational efficiency. For the financial years
ending March 31, 2025, 2024, and 2023, our revenue from operations stood at ₹14,111.10 million, ₹11,381.38 million and
₹6,595.42 million, respectively. Our financial growth is further evidenced by continuous improvements in our balance sheet
over the last three fiscal years. This reflects our ability to sustain profitability while expanding operations.
The following table sets forth certain financial and operational performance indicators for the years indicated:
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue from Operations (1) In ₹ million 14,111.10 11,381.38 6,595.42
Gross Margin (2) In ₹ million 2,524.67 1,401.52 1,011.45
Gross Margin (%) (3) % 17.89% 12.31% 15.34%
EBITDA(4) In ₹ million 1,261.44 849.04 500.40
EBITDA Margin (%) (5) % 8.94% 7.46% 7.59%
PAT(6) In ₹ million 690.33 523.05 324.28
PAT Margin (%) (7) % 4.89% 4.60% 4.92%
RoE (%) (8) % 30.40% 31.96% 28.97%
ROCE (%) (9) % 17.31% 16.72% 17.91%
Net Working Capital (no. of days) (10) Count in days 68 42 61
Property, plant and equipment (Gross) turnover ratio (11) Number 30.41 31.97 60.65
Operational KPIs
Revenue split by geography In ₹ million 14,111.10 11,381.38 6,595.42
- Within India In ₹ million 3,453.28 4,783.90 3,262.92
- Outside India In ₹ million 10,657.82 6,597.48 3,332.50
Volume of devices refurbished (no.) (12) Number 590,787 369,320 248,135
No. of customers served (no.) (13) Number 4,154 3,252 1,833
No. of procurement partners (no.) (14) Number 557 356 265
Notes:
1. Revenue from operations as per Restated Consolidated Financial Information.
2. Gross Margin is calculated as revenue from operations as per Restated Consolidated Financial Information minus cost of materials consumed.
3. Gross Margin (%) is computed as material margin divided by revenue from operations *100.
4. EBITDA is calculated as restated profit before tax (before exceptional items) plus finance costs and depreciation and amortization expenses.
5. EBITDA Margin (%) is computed as EBITDA divided by revenue from operations*100.
6. PAT is restated profit for the year as per Restated Consolidated Financial Information.
7. PAT Margin (%) is calculated as restated profit for the year divided by Revenue from Operation.
8. Return on Equity (ROE) (%) is calculated as PAT attributable to owners of the Company as a % Shareholders’ equity.
9. ROCE is calculated as EBIT as a % of capital employed. EBIT is calculated as EBITDA minus depreciation and amortization and impairment of
goodwill. Capital employed including non controlling interest refers to sum of total equity plus borrowings plus current maturities of long term
borrowings.
10. Net Working Capital (no. of days) are calculated by dividing net working capital by revenues from operation multiplied by 365. Net working capital
amount is calculated as current assets less current liabilities.
11. Property, plant and equipment (gross) turnover ratio is calculated by dividing revenues from operation by gross block value of property, plant and
equipment as per Restated Consolidated Financial Information.
12. Volume of devices refurbished (No.) is calculated as sum of total numbers of ICT devices refurbished by the Company during the period.
13. No. of customers served (No.) is calculated as sum of customers invoiced by the Company during the period.
14. No. of procurement partners (No.) is calculated as sum of procurement partners from which the Company had purchases during the period.
180Our Strategies
Expanding our footprint and increase our market presence in India and other countries to capitalize on the industry
tailwinds
The global used and refurbished electronics market grew from US$ 159.2B in CY18 to US$ 212.1B in CY24, at a CAGR of
4.9%. By CY29, the market is projected to reach US$ 352.4B, growing at a 10.7% CAGR as consumers and industries
increasingly prioritize cost-effective solutions. Within this, the global refurbished electronics segment grew from US$ 60.3B
in CY18 to US$ 110.6B in CY24, at a CAGR of 10.7% and is expected to grow at 17.4% CAGR over CY24-29 reaching US$
246.7B in CY29. Similarly, the Indian used and refurbished refurbished market has seen significant growth expanding from
US$ 11.3B in FY19 to US$ 19.8B in FY25, and is projected to reach US$ 40.7B by FY30, at a CAGR of 15.6% over FY25-
30. (Source: 1Lattice Report)
The global refurbished personal computers market grew from US$ 9.7B in CY18 to US$ 17.1B in CY24, reflecting an 9.9%
CAGR, and is expected to grow at 18.9% over CY24-29 reaching US$ 40.6B. By CY29, the global used and refurbished PCs
market is projected to reach US$ 61.0B, with a CAGR of 10.4%, as more consumers seek cost-effective options without
compromising on performance. Similarly, the Indian refurbished PC market grew from US$ 0.2 billion in FY19 to US$ 1 billion
in FY25, showing a 28% CAGR, and is expected to reach US$ 4 billion by FY30, at a CAGR of 30%. (Source: 1Lattice Report).
A common trend in both the Indian and global markets is the increasing preference for refurbished devices over “as-is used”
devices. However, even the organised market remains fragmented with no player occupying >5% of the market and a large
number of small-scale outlets with limited reach and refurbishment capacity. In India, the organized market share grew from
5.2% in FY19 to 13.2% in FY25, with a robust CAGR of 35.5%. (Source: 1Lattice Report)
The demand for refurbished electronics is driven by various factors, including accelerated internet connectivity, access to
artificial intelligence and digital access, shift towards environmentally sustainable products, shift towards digital economy
including education and healthcare, affordability and cost effectiveness. Demand for high quality, affordable refurbished
electronics is on the rise in emerging and developed markets (Source: 1Lattice Report).
With over a decade of experience in the ICT Devices refurbishment industry and modern and advanced facilities equipped with
the latest technology, we are strategically positioned to offer ICT Devices at competitive prices and bringing process efficiency.
This pricing leverage not only sets us apart from competitors but also reinforces our commitment to providing high-quality,
affordable products. Due to these cost advantages, we offer quality refurbished ICT Devices at affordable prices in India and
globally. By improving our offerings and providing a seamless customer experience, we aim to encourage clients to invest more
with each transaction. We aim to further increase this through strengthening relationships, enhanced customised product
features, and by expanding our service offerings, such as extended warranties, maintenance plans, and flexible financing
options.
Further, our expansion strategy involves tapping into both emerging markets and developed markets where the demand for
high-quality, affordable refurbished electronics is on the rise (Source: 1Lattice Report). In line with the growth in demand for
refurbished products, we intend to expand our presence both in India and globally. Historically, our customer base has increased
from 1,833 in Fiscal 2023 to 3,252 in Fiscal 2024 to 4,154 in Fiscal 2025, and going forward, we plan to expand our customer
base. We plan to penetrate deeper into geographies, establishing new relationships on the back of established credentials and
leveraging more on existing customer network. We also intend to identify new channels and use cases to diversify and increase
our customer base.
This expansion is supported by our facilities located in India, UAE, and the USA, which gives us the flexibility to scale and
meet growing market demands efficiently and effectively access around 70% of global GDP from these strategic locations
(Source: 1Lattice Report). Our facility in the USA serves North and South America, while our UAE facility provides access to
Europe, the Middle East, Africa, and the Asia-Pacific regions. Additionally, we have recently incorporated a subsidiary
Electronics Bazaar BV, in Netherlands and have an office to cater to and penetrate in the European market.
By deepening our penetration in existing markets and expanding in new markets, and expanding our customer base, we are well
– positioned to drive sustained growth. Our comprehensive approach ensures that we not only meet the immediate needs of our
clients but also create lasting relationships that fuel long-term business success.
By offering affordability coupled with quality, we intend to target retail consumers such as working professionals and students
and end customers such as large corporates, small and medium-sized businesses, education, start-ups and other institutions. We
plan to expand our presence globally by enhancing both our physical footprint and our online sales channels.
Enhancing procurement in India and other countries while parallelly strengthening brand relationships
We have established long term relationships with our procurement partners by offering value proposition and undertaking
synergetic business opportunities while also helping them achieve sustainability goals and addressing data privacy concerns.
Historically our total procurement partners increased from 265 in Fiscal 2023 to 356 in Fiscal 2024 to 557 in Fiscal 2025, and
181going forward we intend to expand our procurement network. We plan to leverage the existing procurement network to build
new relationships and communicate our value proposition to a wider audience in order to expand our procurement base even
more.
Additionally, our associations with brands such as HP and Lenovo, helps them run efficient and customer-friendly buyback
programs facilitating sale of new devices. This association also helps us with added advantages such as revenue visibility,
enhanced industry goodwill, greater customer trust and assurance of product quality.
We also offer assured buy back programmes through brands enabling them to sell new devices and augmenting our procurement
strategy. We intend to expand this programme globally including in key economies such as USA, Europe and UAE.
Additionally, obtaining relevant certifications demonstrates our compliance with industry standards and regulations, fostering
trust among partners and clients. This credibility strengthens relationships, as stakeholders gain confidence in the quality and
reliability of our offerings. Our investment in sourcing and certification reflects a commitment to quality and sustainability,
deepening relationships and promoting long-term collaboration. By virtue of brand certifications from brands such as HP and
Lenovo for our refurbished products, we improve our market positioning, creating mutual benefits and opportunities for growth.
Focus on environmental, social, and governance (“ESG”) standards and expanding opportunities with OEMs
We are committed to maintaining high ESG standards, which are becoming increasingly crucial across the world including
India. Our focus on sustainability is demonstrated by our adherence to quality standards certifications and governmental
approvals from pollution boards for environmental compliance. These certifications underscore our commitment to eco-friendly
operations, while our refurbishment processes significantly contribute to reducing e-waste by extending the lifespan of
electronics. This directly aligns with global sustainability efforts and reduces the environmental footprint of our products.
By actively pursuing ESG compliance, we not only mitigate our environmental impact but also position ourselves to capitalize
on evolving business opportunities. Markets such as Europe, provide incentives and benefits to companies that prioritize ESG
standards (Source: 1Lattice Report). Additionally, our ESG commitment strengthens our value proposition to environmentally
conscious consumers and businesses, opening new revenue streams by catering to organizations seeking sustainable partners.
We intend to establish ourselves as a mainstream player in government initiatives by obtaining all necessary certifications and
registrations. Additionally, we intend to collaborate with government agencies to promote this vision and drive it forward
effectively.
As per the 1Lattice Report, France has introduced legislation to reduce the environmental footprint of digital technology. This
mandates that 20% of IT devices bought by organisations need to be refurbished, with a target of 40% by 2040. The legislation
is even more stringent in the public sector, targeting an increase of up to 50% by 2025. Similarly, The Irish Government, under
its “Buying Greener” Green Public Procurement Strategy and Action Plan, aims that by 2025, at least 80% of newly procured
ICT end-user products will be either refurbished or will meet other environmental standards. As global efforts to mitigate
climate change intensify, the refurbishment industry plays a key role in advancing sustainability. By extending product life
cycles, refurbishment reduces the need for raw material extraction and new production, cutting emissions and conserving
energy. This aligns with UN Sustainable Development Goals, promoting responsible consumption and reducing e-waste. Of
the 17 UN Sustainable Development Goals, we focus primarily on the following objectives:
182(Source: 1Lattice Report)
We practice refurbishing by repairing and not replacing parts, thereby reducing electronic waste, conserving resources, and
fostering a circular economy through the reuse of existing devices. With in-house repairing capabilities of parts and components
and reclaiming plastic parts using fabrication and paint allows us to give a greater yield. An integral part of our ESG
commitment is also encouraging digital access by making available quality IT products at affordable rates. The pricing
advantage also makes these products affordable to students, small businesses, and underprivileged sections of society, thereby
fostering digital inclusivity.
We also aim to expand our partnerships with OEM brands, with a focus on sustainability. These partnerships will enhance our
reputation as a trusted and capable refurbisher while strengthening our standing in ESG-compliant supply chains.
By partnering with us, we can offer OEM brands participation in a sustainability driven circular economy by reducing the
lifecycle environmental impact of their products and extending the usability of ICT Devices. Further, refurbishing operations
can help brands manage their end-of-life products, potentially lowering costs for disposal and meeting regulatory recycling
requirements.
We aim to unlock new growth opportunities, enter ESG-driven markets, and establish a sustainable competitive edge in the
global ICT Devices refurbishment industry. This will allow us to continue driving environmental impact reduction while tapping
into the increasing demand for responsible, eco-conscious business practices.
Our Business Operations
Our Presence
We are present across various countries and continents as depicted in the chart below –
183Online presence
In addition to the above, we have our own website (www.electronicsbazaar.com) in India and the United States for consumers
to showcase our products. Also, we have strong foothold on major ecommerce marketplaces and online B2B trade platforms
globally along with the social media presence through country specific and business specific dedicated social media pages and
offering target specific microsites. We have a strong online visibility, which is demonstrated by consistent presence amongst
top five search results on established search engines.
Our refurbishment process
In line with our focus to provide end – to – end solutions and to develop better control on our supply chain and improve our
margins, our refurbishing facilities have advanced capability to produce quality refurbished ICT Devices. We have equipped
our facilities with in-house parts and components (including LCDs) with restoration, fabrication and paint capabilities to
improve our cost efficiency, reduce dependency and provide better control on production time and quality of critical
components.
We follow a comprehensive process of receiving, inspecting, repairing, and shipping refurbished devices across our various
facilities. The ICT Devices are data sanitized and undergo a thorough inspection for cosmetic and functional issues. If any
defects are identified, the devices are directed to the appropriate department whether for painting, fixing physical damage, or
more advanced repairs.
After the initial inspection and diagnosis, ICT Devices are handed over to our L2 repair team, where engineers address hardware
and cosmetic issues, install operating system, repair faulty parts, and conduct performance tests. Once repairs are completed,
the devices go through a detailed quality control (QC) check to ensure the devices meet the functional and cosmetic standards.
Devices that pass the QC checks are cleaned, packed, and stored in the warehouse, ready for shipment.
Additionally, we offer refurbishing capabilities comprising L1, L2 and L3 repairs, which ensures that our refurbished ICT
Devices meet both performance and aesthetic expectations. This includes:
• Software Reinstallation: Ensuring the operating system and necessary software are up to date.
• Small Parts Replacement: Replacing components such as hinges, keys, and connectors.
• Printed Circuit Board (PCB) Repair: Performing advanced repairs at the PCB level to restore functionality.
184• Cosmetic Refurbishment: Enhancing the appearance of the product to meet quality standards.
Set forth below is the process followed for refurbishment of the products:
Explanation of refurbishing process with tentative timeline.
Inwarding: ICT devices are logged into the system upon arrival (inward process).
Timeline: Completed within 1 day
1. Data Wiping/Destruction: Storage drives undergo data wiping or destruction to ensure data security.
Timeline: 3-5 minutes per drive.
2. Entry Level Screening (ELS/L1): All components of the device are tested, and an existing level of service (“ELS”)
report is prepared, documenting the device's condition and performance.
Timeline: 5 minutes per device
3. Allocation and Repairs:
o Devices are allocated to various teams based on refurbishing needs.
o Level 3 (L3): Repairs at the motherboard or chip level.
Timeline: 1 hour per device
o FIF (Fabrication in Factory): Fixing cracks, dents, broken plastics, rubber fixtures and hinge cover.
Timeline: 1 hour per device
o PS (Paint and Skin): Painting to make the device Equal to New and application of skin.
Timeline: Masking: 10 minutes per device; painting and drying: 1 hour per device; skin: 5 minutes per device
o LCD Repair: Restoration work on LCDs (e.g., polarizer application, LGP and LCD repair).
Timeline: 0.5 hour per device
1854. Functional Testing (L2): After repairs, devices undergo level 2 testing for functional reconfiguration, assembly and
quality checks to ensure they are fully operational and cosmetically acceptable.
Timeline: 30-45 mins
5. Quality Control and Assurance: Timeline: 10 – 15 minutes
o Devices that pass Level 2 are sent for quality check.
o After QC, they undergo cleaning, packing, and forwarding to stacking area.
o Quality assurance is the final step, ensuring devices meet the 21 quality checkpoints before being marked as
finished goods.
Our refurbished ICT Devices Basket
Our refurbished ICT Devices basket covers a wide range of ICTs, including laptops, desktops, tablets, , servers, premium smart
phones, mobile workstations, and accessories.
Set forth below is the data in relation to revenue contribution from our ICT Devices for the years/period indicated:
(₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage of Amount Percentage of Amount Percentage of
revenue from revenue from revenue from
operations operation operations
Revenue from sale of laptops 10,667.06 75.59% 7,724.16 67.87% 5,274.58 79.97%
Revenue from others* 3,444.04 24.41% 3,657.22 32.13% 1,320.84 20.03%
Total revenue from operations 14,111.10 100.00% 11,381.38 100.00 6,595.42 100.00
*Includes desktops, tablets, servers, premium smart phones, mobile workstations, accessories and service income.
186The below table depicts the differences in the prices of the refurbished products supplied in comparison to the prices of the new
products:
In India
Sr. Model Price offered by our Price of new Savings (in ₹) % Saving
No. Company (in ₹) product (in ₹)
1 Dell Latitude 7490 - Core i5 8th / 8GB / 512 GB SSD 23,250 85,000 61,750 73%
/14”
2 HP Elitebook 840 G5 - Core i5 8th / 8GB / 512 GB 26,900 103,000 76,100 74%
SSD /14”
3 Lenovo Thinkpad T 480 - Core i5 8th / 8GB / 512 22,500 92,000 69,500 76%
GB SSD /14”
4 Dell 7310 (2 in 1)- Core i7 10th / 16GB / 512GB /14” 35,000 165,000 130,800 79%
5 HP Probook 440 G5 - Core i5 8th / 8GB / 512GB SSD 20,000 59,000 39,000 66%
/ 14”
(Source: 1Lattice Report)
Outside India
Sr. Model Price offered by us Price of new Savings (in US $) Savings (in
No. (in US $) product (in US $) %)
1 Dell Latitude 14 3000 3410 i5 16 203 799 716 75%
GB 512 GB 14”
187Sr. Model Price offered by us Price of new Savings (in US $) Savings (in
No. (in US $) product (in US $) %)
2 Dell Latitude 14 5000 5420 i7 16 309 1,239 697 75%
GB 512 GB 14”
3 Dell Latitude 14 7C000 7420 i7 407 1,399 840 70%
32 GB 512 GB 14”
4 HP EliteBook x360 1040 G7 i7 16 433 1,399 896 69%
GB 512 GB 14”
5 Lenovo ThinkPad T14 G4 i7 16 285 849 564 66%
GB 512 GB 14”
6 Lenovo ThinkPad X1 Carbon G8 420 1,249 829 66%
i7 16 GB 512 GB 14”
7 Apple MacBook Pro i9 16 GB 519 1,829 1,310 72%
1TB 16”
* As of March 31, 2025, on various online market places and www.electronicsbazaar.com
** As of March 31, 2025, on various online market places and www.electronicsbazaar.com
(Source: 1Lattice Report)
The table set forth below provides revenue break-up based on segment for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Within India
Sale of product 3,258.01 4,674.65 3,119.69
Refurbishing as a service 43.6 - -
Incentive income 72.42 105.63 143.23
Leasing 79.26 3.62 -
Total Within India 3,453.28 4,783.90 3,262.92
Outside India
Sale of product 10,657.82 6,597.48 3,332.50
Total 14,111.1 11,381.38 6,595.42
Raw Materials
Our major materials apart from ICT Devices are spare parts and accessories such as hard disk drive, solid state drive, random
access memory, keyboard, battery, adapters and cables. These spare parts are procured by us from suppliers of spare parts and
accessories.
Our Refurbishing Facilities
We have five refurbishing facilities which are strategically located in India (Navi Mumbai), UAE (Sharjah) and USA (Texas).
Our modern facilities are equipped with quality machinery, assembly lines and full power backup for our Indian facilities for
100% capacity that enable us to meet the quality requirements of our customers in a timely manner.
Details of our facilities are set out below:
Sr. No. Facility Area (in square feet) Year of commencement of operations
1. Navi Mumbai, India 25,600.00 2023
2. Dallas, Texas, USA 11,000.00 2024
3. Sharjah, UAE – I 4,305.56 2017
4. Sharjah, UAE – II 4,305.56 2022
5. Sharjah, UAE – III 12,916.70 2023
Total 58,127.82
188Facility at Navi Mumbai, India
Facility at Sharjah, UAE
Customers and exports
We have a diversified customer base including OEMs across geographies. We derived 46.59%, 55.77% and 44.14% of our total
revenue from operations from our top 10 customers during Fiscals 2025, 2024 and 2023 respectively.
The table below sets forth the revenue derived from our top 10 customers, for Fiscal 2025:
189Particulars* Fiscal 2025
Amount (in ₹ million) % of total revenue from operations
Customer 1# 1,140.94 8.09%
Customer 2 945.78 6.70%
Customer 3 747.64 5.30%
Customer 4 655.14 4.64%
Customer 5 653.39 4.63%
Customer 6 646.33 4.58%
Customer 7 508.44 3.60%
Customer 8 468.43 3.32%
Customer 9 445.04 3.15%
Customer 10 363.61 2.58%
Total 6,574.75 46.59%
*Names from our top 10 customers have not been included in this Red Herring Prospectus due to non-receipt of consent from such customers to be named in
this Red Herring Prospectus.
# Related party of our Company.
The table below sets forth the revenue derived from our top 10 customers, for Fiscal 2024:
Particulars* Fiscal 2024
Amount (in ₹ million) % of total revenue from operations
Customer 1 1,966.22 17.28%
Customer 2# 1,298.72 11.41%
Customer 3 751.32 6.60%
Customer 4# 589.90 5.18%
Customer 5 463.45 4.07%
Customer 6 320.77 2.82%
Customer 7 307.85 2.70%
Customer 8 236.92 2.08%
Customer 9 221.69 1.95%
Customer 10 190.05 1.67%
Total 6,346.89 55.77%
*Names from our top 10 customers have not been included in this Red Herring Prospectus due to non-receipt of consent from such customers to be named in
this Red Herring Prospectus.
# Related party of our Company.
The table below sets forth the revenue derived from our top 10 customers, for Fiscal 2023:
Particulars* Fiscal 2023
Amount (in ₹ million) % of total revenue from operations
Customer 1 638.61 9.68%
Customer 2 602.76 9.14%
Customer 3# 476.35 7.22%
Customer 4 330.84 5.02%
Customer 5 301.55 4.57%
Customer 6 180.33 2.73%
Customer 7 128.49 1.95%
Customer 8# 85.95 1.30%
Customer 9 85.62 1.30%
Customer 10 80.67 1.22%
Total 2,911.17 44.14%
*Names from our top 10 customers have not been included in this Red Herring Prospectus due to non-receipt of consent from such customers to be named in
this Red Herring Prospectus.
# Related party of our Company.
In Fiscal 2025, we exported our ICT Devices and delivered our services to 38 countries in North America, South America,
Asia, Asia – Pacific, Europe, Africa and Middle East.
The table set forth below provides revenue by geographical segment as a percentage of our revenue from operations for Fiscal
2025, Fiscal 2024 and Fiscal 2023.
The table set forth below provides geographical breakdown of our revenue from operations for the periods indicated:
(₹ million, unless otherwise stated)
Revenue by Fiscal 2025 Fiscal 2024 Fiscal 2023
Geographical Segment Amount % of revenue Amount % of revenue Amount % of revenue
from operations from operations from operations
India 3,453.25 24.47% 4,783.90 42.03% 3,262.92 49.47%
190Revenue by Fiscal 2025 Fiscal 2024 Fiscal 2023
Geographical Segment Amount % of revenue Amount % of revenue Amount % of revenue
from operations from operations from operations
Middle East 7,143.53 50.62% 5,393.23 47.39% 2,335.79 35.42%
USA 2,524.36 17.89% 1,191.20 10.47% 965.23 14.63%
Others# 989.96 7.02% 13.06 0.11% 31.49 0.48%
Total 14,111.10 100.00% 11,381.38 100.00% 6,595.42 100.00%
# Includes Asia, Asia-Pacific and Europe.
Devices Management and Procurement of devices
We source the devices from domestic markets for Indian operations and for our international operations, we source the devices
from across the globe. All our suppliers are independently sourced by us. For our suppliers in India, we conduct evaluation to
assess the suppliers in terms of adherence to timelines / schedules and quality. We also undertake pre-purchase inspection to
assess the quality of the products of the suppliers to arrive at procurement price and commercial terms. At times, we make large
purchases of the products from particular supplier(s) because of their pricing, quality and strategic advantages. We also have
long term procurement relationships with global and Indian suppliers wherein procurement happens on purchase order basis
with respective commercial terms.
We procure our devices from various countries as depicted in the chart below –
The devices are primarily transported by multiple modes of transport. We keep long list of suppliers with us, to ensure consistent
procurement of good quality inventory, enabling stable and consistent refurbishment and sales.
Our refurbished ICT Devices are stored on-site at our facilities and at various warehouses.
Set forth below is a table depicting the cost of inventory and traded goods from our top 10 suppliers for Fiscal 2025:
Particular* Fiscal 2025
Amount (in ₹ million) As a % of the cost of total inventory
Supplier 1# 1,049.27 7.98%
Supplier 2 1,038.39 7.90%
Supplier 3# 929.56 7.07%
Supplier 4 812.80 6.19%
Supplier 5 777.02 5.91%
191Particular* Fiscal 2025
Amount (in ₹ million) As a % of the cost of total inventory
Supplier 6# 757.52 5.76%
Supplier 7 678.64 5.16%
Supplier 8 655.53 4.99%
Supplier 9 449.71 3.42%
Supplier 10 346.89 2.64%
Total 7,495.33 57.04%
*Names of our top 10 suppliers have not been included in this Red Herring Prospectus due to non-receipt of consent from such suppliers to be named in this
Red Herring Prospectus.
# Related party of our Company.
Set forth below is a table depicting the cost of inventory and traded goods from our top 10 suppliers for Fiscal 2024:
Particular* Fiscal 2024
Amount (in ₹ million) As a % of the cost of total inventory
Supplier 1 2,881.60 24.48%
Supplier 2# 1,661.70 14.12%
Supplier 3 694.04 5.90%
Supplier 4 601.37 5.11%
Supplier 5# 565.18 4.80%
Supplier 6 467.96 3.97%
Supplier 7# 454.49 3.86%
Supplier 8 306.48 2.60%
Supplier 9 288.85 2.45%
Supplier 10 271.50 2.31%
Total 8,193.18 69.60%
*Names of our top 10 suppliers have not been included in this Red Herring Prospectus due to non-receipt of consent from such suppliers to be named in this
Red Herring Prospectus.
# Related party of our Company.
Set forth below is a table depicting the cost of inventory and traded goods from our top 10 suppliers for Fiscal 2023:
Particulars* Fiscal 2023
Amount (in ₹ million) % of total revenue from operations
Supplier 1# 669.12 11.52%
Supplier 2 628.29 10.82%
Supplier 3# 541.17 9.32%
Supplier 4# 418.37 7.21%
Supplier 5 380.78 6.56%
Supplier 6 236.71 4.08%
Supplier 7 232.89 4.01%
Supplier 8 214.62 3.70%
Supplier 9 172.09 2.96%
Supplier 10 159.85 2.75%
Total 3,653.90 62.93%
*Names of our top 10 suppliers have not been included in this Red Herring Prospectus due to non-receipt of consent from such suppliers to be named in this
Red Herring Prospectus.
# Related party of our Company.
Distribution and Logistics
Once the ICT Devices are refurbished, we package these to the customers with our branding for the customers. We engage
third-party transport service providers to transport products from our facilities or warehouses to our customers. We have
arrangements with third party logistics providers for transportation of our products.
Customer Service
We have a dedicated customer service team to resolve issues related to the ICT Devices. The consumers may log complaint /
query via call centre or Value Added Resellers, online via our website and dedicated customer support email.
Our team strives to acknowledge all complaints and queries promptly within a reasonable timeframe. We have a smooth
warranty programme which provides for the quick resolution to most of the queries/issues of the consumers. Customers initiate
a service request via the website of our Company or our customer support email id subsequent to which our support team
responds with a callback. An engineer is arranged for on-site repair or the unit is picked up for in-house repair and repair work
is conducted either on-site or at the in-house facility. For in-house repairs, the device is packed, shipped, and returned to the
customer, concluding the process. The table below outlines the service level agreement (“SLA”) for technical support.
192Action / Resolution Turn around time Support type Coverage area
Call back from support desk 4 Hours Phone call PAN India
Drivers / Software update Same Day Remote support PAN India
Issue Resolution / part replacement 04 working days On-site Repair Delhi / Mumbai / Bangalore
In-house Repair
Issue Resolution / part replacement 7 to 10 working days On-site Repair Tier-3 cities
In-house Repair
Issue Resolution / part replacement 10 to 15 working days On-site Repair Rest of India
In-house Repair
Set forth are the details of the number of customer complaints, which our Company has received, along with certain other
details for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of Customer Complaints received 15,720 12,025 4,967
No. of Customer Complaints Solved 15,666 11,949 4,923
No. Customer Complaints Pending (as on end of respective periods) 54 76 44
Pending Rate % (as on end of respective periods) 0.34% 0.6% 0.9%
The aforementioned complaints have been addressed and there are no pending complaints from customers as on the date of this
RHP.
Brand Building and Marketing
We have dedicated sales and marketing teams based out of multiple locations globally. As of March 31, 2025, our sales and
marketing teams comprised 96 members. Our sales and marketing teams’ approach is to identify opportunities and customers
to build new relationships and continuously engage with existing customers to deepen our relationship resulting in wider
customer base and consistent sales growth. The table below sets forth the details of our advertisement and sales promotion
expenses for Fiscals 2025, 2024 and 2023.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (in ₹ % of revenue Amount (in ₹ % of revenue Amount (in ₹ % of revenue
million) from operations million) from operations million) from operations
Advertisement and 15.61 0.11 29.54 0.26 30.98 0.47
sales promotion
To acquire B2B customers, our sales team travels across India, the USA, the Middle East, and Europe, meeting new clients and
expanding the customer base. Additionally, we participate in trade shows worldwide and leverage regional B2B databases for
digital outreach.
Information Technology
We have developed in house process for various aspects of refurbishment such as device screening, refurbishment planning,
quality control, inventory management and tracking of refurbishment process. These include our in house developed Inventory
Management System (“IMS”). The IMS tracks each step of a device’s physical processing in real time, enabling precise location
identification across stages such as L1, L2, L3, LCD, Paint & Fabrication, Packing, and QA. The following provides the
processes undertaken by IMS:
1. Receiving and Uploading: Electronics Bazaar receives stock from vendors. Bulk or individual SKUs are uploaded into the
system.
2. Stock Assignment: Items are assigned to engineers for processing.
3. Initial Screening: Devices undergo entry-level screening.
4. Refurbish Devices: the devices are categorized into L1 and L2 and further segregated into different sections such as QC,
Paint, LCD, L3, Fabrication, Packing, and QA for processing.
Each step is meticulously recorded in IMS, ensuring seamless tracking and operational transparency.
The key functions of our IT team include establishing and maintaining enterprise resource planning systems and infrastructure
services to support our business requirements, maintaining secure enterprise operations through, among others, risk assessment
and identifying emerging technologies which may be beneficial to our operations. We are currently using a third-party enterprise
193resource planning solution, which assists us with various functions including production administration control, sales,
maintaining the chart of accounts records for finance and IT departments and maintaining vendor master records, among others.
Information security is one of our key focus areas. Our agreement with our cloud services provider guarantees uptime and
access to data stored on the server is provided to authorized users only through dedicated firewalls and secure VPN gateway.
User access management best practices are governed through our IT policies and followed and reviewed on a regular basis.
Virtual machine level backup of all virtual machine’s is triggered automatically on a daily and weekly basis as per the defined
backup and retention policy.
We are committed to ensuring the highest standards of information technology and data security to support our business
operations and safeguard critical data. Below are the measures and systems in place:
1. Server Data Backup:
• We maintain a robust data backup system with daily backups of data stored in ERP software Microsoft Navision,
securely on: a) network attached storage drives and Microsoft azure cloud backup
• This ensures data availability and recovery in case of any unforeseen incidents.
2. ISO 27001 Certification:
• Our organization is ISO 27001 certified, which signifies our adherence to globally recognized standards for
Information Security Management Systems (ISMS).
• We rigorously follow the policies and procedures outlined by ISO 27001 to identify, manage, and mitigate information
security risks.
3. Data Security Measures:
• Implementation of firewalls, intrusion detection systems (IDS), and anti-malware solutions to protect against cyber
threats.
• Role-based access control (RBAC) ensures that sensitive data is accessible only to authorized personnel.
4. Ownership and Leasing of IT Assets:
• Our IT infrastructure, including servers and NAS drives, is owned by our company.
For further details on the risk to our IT systems, please see “Risk Factors – Any failure or disruption of our information
technology systems may adversely impact our business and operations” on page 52.
Competition
We operate in a competitive industry, with participants in the organized and the unorganized sector. We believe that the
principal differentiating factors such as product and service quality, reliability, price, proven warranty, after-sales services, long
term relationship with procurement partners and the ability to understand evolving industry trends as well as the ability to
anticipate, understand and address customer requirements gives us the competitive advantage. With long operating history in
this sector and founder’s experience of over 29 years in the ICT Devices refurbishment industry giving distribution relationship,
credibility and understanding, the quality of our products, our product refurbishment capability, our range of products, strong
relationships with the customers and procurement partners along with our ability to retain them, we believe that we are able to
effectively compete with our competitors.
One of our key differentiators is a true global scale with presence in USA, Europe, UAE and all other key economies which
gives us global supply chain and relationship advantages. Also, our fully integrated operations from procurement to
refurbishment to sales and after sales service serves as entry barriers for our competition.
We are also certified refurbishment partners with global laptop brands such as HP and Lenovo.
Quality Control and Assurance
We believe that maintaining a high standard of quality of our products is critical for our business, adhering to client
specifications and continued growth. We have implemented quality control systems that cover all areas of our business
processes, which include supply chain to product delivery, in order to ensure consistent quality, efficacy and safety of the
products.
194As part of our quality control process, we closely monitor stages of product refurbishment. We have implemented checks and
testing systems in place, from the procurement of devices to the end refurbished product, to ensure the quality of our products
and to ensure that the products that we refurbish do not deviate from quality standards. Various in-process quality checks are
undertaken to monitor product quality. Finished products are tested against the pre-determined quality specifications prior to
delivery and with respect to their application. Our quality control process has resulted in certifications and approvals such as
ISO 9001:2015 for quality management, ISO 27001:2013 for information security, ISO 14001:2015 for environmental
management, and ISO 45001:2018 for occupational health and safety.
Health and Safety
Our activities are subject to various environmental laws and regulations which govern, among other matters, air emissions,
waste water discharges, the handling, storage and disposal of hazardous substances and wastes, and employee health and
employee safety. We have obtained, or are in the process of obtaining or renewing, all material environmental consents and
licenses from the relevant governmental agencies that are necessary for us to carry on our business. For further details, please
see “Risk Factors – Non-compliance with and changes in any of the applicable laws, rules or regulations, including safety,
health, environmental and labour laws may have an adverse effect on our business, results of operations and financial condition
and cash flows” on page 48.
In addition to various laws and regulations, we also have a health and safety policy that we have established internally. We are
complied and certified with ISO 14001:2015 and ISO 45001:2018, while also meeting all legal and regulatory obligations. We
also have an emergency evacuation plans in place for our units. We also conduct training programs and mock drills, to educate
and prepare our employees for emergency and evacuation situation.
Insurance and Warranties
In order to manage the risk of losses from potentially harmful events, we have purchased insurance policies covering fire,
damage to buildings, plant and machinery, inventory, vehicles; (ii) burglary and theft; (iii) workmen compensation policy; and
(iv) personal accident and medi-claim policy of employees. These insurance policies are renewed periodically to ensure that
the coverage is adequate. For further details, please see “Risk Factors – Our insurance coverage does not cover all our assets
and may not be sufficient or may not adequately protect us against all material hazards, which may have an adverse effect on
our business, results of operations, cash flow and financial condition.” on page 40. The table below sets forth the details of
insurance policies availed and used by our Company as on March 31, 2025.
Sr. no Description of policy Term of the Policy
1. Stock insurance -Fire/ burglary January 13, 2026
2. Stock insurance -Fire/ burglary March 16, 2026
3. Stock insurance -Fire/ burglary June 27, 2026
We also provide one to three years warranty for our refurbished ICT Devices.
Employees
Our work force is a critical factor in maintaining quality and safety standards and that good relations with our workforce are
critical in strengthening our competitive position.
As of March 31, 2025, we had 1,194 employees working with us. Further, as on the date of this RHP, we have not engaged any
contractual/informal workers in our operations. In addition, from time to time, we engage contract labour for certain services
at our facilities, including for loading/unloading of goods and/or shifting of materials at our premises. The number of contract
labourers varies from time to time based on the nature and extent of work.
Departments / Teams Number of Employees
Production 949
Sales and marketing 96
Customer support 48
Finance, Human resources, Administration and Operations 101
Total 1,194
As of the date of this Red Herring Prospectus, we do not have recognized trade unions at our facilities. We have not experienced
any material work stoppages due to labour disputes or cessation of work in the last three fiscal years. Our workforce is a critical
factor in maintaining quality, productivity and safety, which strengthens our competitive position. We are committed to
providing an attractive working environment for our employees and to provide safe and healthy working conditions. We offer
formal and informal training as well as on-the- job learning. We emphasise engagements with employees by providing an
enriched workplace, challenging job profile and regular dialogues with the management.
195Intellectual Property
We have registered our logo under class 9 of the Trademarks Act, as on the date of this Red Herring Prospectus.
For further information, see “Risk Factors - Our inability to protect any of our intellectual property rights including
misappropriation, infringement or passing off of our intellectual property or failure to obtain our trademarks may have an
adverse impact on our business” on page 52.
Corporate Social Responsibility
Our Corporate Social Responsibility (“CSR”) initiatives are aligned with the requirements under the Companies Act 2013 and
the Companies (Corporate Social Responsibility) Rules, 2014. We strive to meet our commitment towards the community by
committing our resources and energies to social development. Our CSR programs are committed to enrich the lives of
underprivileged children through education, mentorship and access to quality healthcare.
Awards and Accreditations
The table below sets forth some of the key awards, accreditations and recognition received by our Company:
Calendar Year Awards, accreditations, and recognition
2018 Certified as ‘Microsoft Authorised Refurbisher’ by Microsoft
2021 Received certification under ISO 9001:2015
2021 Received certification under ISO/IEC 27001:2013
2021 Received certification under ISO 14001:2015
2021 Received certification under ISO 45001:2018
2022 Received certificate of registration from Perry Johnson Registrars, INC. for conformance with the sustainable
electronics reuse and recycling (R2) standard as applied by the R2 code of practices.
2023 Certified as ‘Certified Refurbishment Partner’ by HP India Sales Private Limited
2024 Certified as ’Certified Refurbishment Partner’ by Lenovo Global Technology (India) Private Limited
Property
Our Registered and Corporate Office is located at Unit No. 415, Hubtown Solaris, N.S. Phadke Marg, Andheri (East), Mumbai
- 400069, Maharashtra, India, which is leased to us by Kay Kay Overseas Corporation one of our Promoters and also a related
party. Our Company has entered into the lease transaction with Kay Kay Overseas Corporation on an arm’s length basis and is
in compliance with Companies Act, 2013 and applicable law. Apart from Kay Kay Overseas Corporation, none of the lessors
of our properties are related parties. As on March 31, 2025, our warehouses and other offices have been set up on premises
leased to us. For further details, please see “Risk Factors – Our business operations are being conducted on premises leased
from third parties. Our inability to continue operating from such premises, or to seek renewal or extension of such leases may
have an adverse effect on our business, operations and financial condition”.
The table below provides leased details of our Registered and Corporate Office, warehouses and refurbishing facilities cum
warehouses as on March 31, 2025:
Sr. Address of the facilities Owned / Name of Lessor Area Term
No. Leased
Registered and Corporate Office
1. Unit No. 415, Hubtown Solaris, N.S. Phadke Marg, Leased Kay Kay Overseas 1,600.00 square 11 months with
Andheri (East), Mumbai, Maharashtra 400 069. Corporation feet effect from October
3, 2024.
Warehouses
2. No.9, Makali Village, Dasanapura Hobli, Leased Sun Star Services 2,000.00 square From February 1,
Nelamangala Taluk, Bengaluru North, Karnataka 562 feet 2023, till December
123. 31, 2027.
3. Survey no.95, Hissa no.5, Vadpe Village, next to Leased ProConnect Supply 2,880.00 square 12 months with
Fedex Bhiwandi, Thane, Maharashtra 421 302. Chain Solutions feet effect from June 1,
Limited 2024
Refurbishing Facilities cum Warehouses
4. Module Nos.7 & 8 located within B1 and B2 (part), IT Leased Raheja Universal 25,600.00 square 60 months with
Incubation Centre, Trans Thane Creek Industrial Private Limited feet effect from January
Area, Juinagar, Navi Mumbai, Thane, Maharashtra 1, 2023.
400 706.
5. 400 M2 Warehouse T5-103, Sharjah, United Arab Leased Sharjah Airport 4,305.56 square 25 years with effect
Emirates International Free feet from January 28,
Zone 2021
196Sr. Address of the facilities Owned / Name of Lessor Area Term
No. Leased
6. 400 M2 Warehouse T5-105, Sharjah, United Arab Leased Sharjah Airport 4,305.56 square 25 years with effect
Emirates International Free feet from September 6,
Zone 2022
7. 600 M2 Warehouse Q4-088/ Q4-089, Sharjah, United Leased Sharjah Airport 12,916.70 square 25 years with effect
Arab Emirates International Free feet from November 6,
Zone 2023
8. 151 Regal Row, Suite 201, Dallas, TX 75247 Leased Prologis 11,000 square feet 5 years with effect
from September 6,
2024
197KEY REGULATIONS AND POLICIES IN INDIA
Given below is an indicative summary of certain relevant Indian laws and regulations which are applicable to our Company.
The information in this section has been obtained from publications available in the public domain. The description of the
applicable regulations as given below has been provided in a manner to provide general information to the investors and may
not be exhaustive and is neither designed nor intended to be a substitute for professional legal advice. The statements below are
based on the current provisions of applicable law, which are subject to change or modification by subsequent legislative,
regulatory, administrative or judicial decisions. For details, see “Risk Factors - Changing laws, rules and regulations and legal
uncertainties in India may adversely affect our business prospects and results of operations.” on page 58.
Under the provisions of various Central Government and State Government statutes and legislations, our Company is required
to obtain and regularly renew certain licenses or registrations and to seek statutory permissions to conduct our business and
operations. For details, see “Government and Other Approvals” on page 323.
Key regulations applicable to our Company
Shops and establishments legislations
Under the provisions of local shops and establishments legislations applicable in the States in India where our establishments
are set up and business operations exists, such establishments are required to be registered. Such legislations regulate the
working and employment conditions of the workers employed in shops and establishments, including commercial
establishments, and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service,
maintenance of records, maintenance of shops and establishments and other rights and obligations of the employers and
employees. These shops and establishments acts, and the relevant rules framed thereunder, also prescribe penalties in the form
of monetary fine or imprisonment for violation of provisions, as well as procedures for appeal in relation to such contravention
of the provisions.
Legal Metrology Act, 2009 (“Legal Metrology Act”)
The Legal Metrology Act, 2009, as amended (the “Metrology Act”) aims to establish and enforce standards of weights and
measures, regulate trade and commerce in weights, measures and other goods which are sold or distributed by weight, measure
or number and for matters connected therewith or incidental thereto. Any transaction/contract relating to goods/class of goods
or undertakings shall be as per the weight/ measurement/ numbers prescribed by the Metrology Act. The specifications with
respect to the exact denomination of the weight of goods to be considered in transactions are contained in rules by each state.
The Information Technology Act, 2000 (the “IT Act”) and the rules made thereunder
The IT Act seeks to (i) provide legal recognition to transactions carried out by various means of electronic data interchange
involving alternatives to paper-based methods of communication and storage of information, (ii) facilitate electronic filing of
documents and (iii) create a mechanism for the authentication of electronic documentation through digital signatures. The IT
Act prescribes punishment for publishing and transmitting obscene material in electronic form. The IT Act provides for
extraterritorial jurisdiction over any offence or contravention under the IT Act committed outside India by any person,
irrespective of their nationality, if the act or conduct constituting the offence or contravention involves a computer, computer
system or computer network located in India. Additionally, the IT Act empowers the Government of India to direct any of its
agencies to intercept, monitor or decrypt any information in the interest of sovereignty, integrity, defence and security of India,
among other things. The Information Technology (Procedure and Safeguards for Blocking for Access of Information by Public)
Rules, 2009 specifically permit the Government of India to block access of any information generated, transmitted, received,
stored or hosted in any computer resource by the public, the reasons for which are required to be recorded by it in writing.
The Information Technology (Amendment) Act, 2008, which amends the IT Act, facilitates electronic commerce by
recognizing contracts concluded through electronic means, protects intermediaries in respect of third party information liability
and creates liability for failure to protect sensitive personal data. The IT Act also prescribes civil and criminal liability including
fines and imprisonment for computer related offences including those relating to unauthorized access to computer systems,
tampering with or unauthorised manipulation of any computer, computer system or computer network and, damaging computer
systems and creates liability for negligence in dealing with or handling any sensitive personal data or information in a computer
resource and in maintaining reasonable security practices and procedures in relation thereto.
The IT Act empowers the Government of India to formulate rules with respect to reasonable security practices and procedures
and sensitive personal data. In exercise of this power, the Department of Information Technology, Ministry of Electronics and
Information Technology, Government of India (“DoIT”), in April 2011, notified the Information Technology (Reasonable
Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“IT Security Rules”) in respect of
Section 43A of the IT Act, which prescribe directions for the collection, disclosure, transfer and protection of sensitive personal
data by a body corporate or any person acting on behalf of a body corporate. The IT Security Rules require every such body
corporate to provide a privacy policy for handling and dealing with personal information, including sensitive personal data,
198ensuring security of all personal data collected by it and publishing such policy on its website. The IT Security Rules further
require that all such personal data be used solely for the purposes for which it was collected and any third party disclosure of
such data is made with the prior consent of the information provider, unless contractually agreed upon between them or where
such disclosure is mandated by law.
The DoIT also notified the Information Technology (Intermediaries Guidelines) Rules, 2011 (“IT Intermediary Rules”) in
respect of Section 79(2) of IT Act, requiring intermediaries receiving, storing, transmitting or providing any service with respect
to electronic messages to not knowingly host, publish, transmit, select or modify any information prohibited under these IT
Intermediaries Rules and to disable hosting, publishing, transmission, selection or modification of such information once they
become aware of it.
The DoIT has recently notified the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules,
2021 (“IT Intermediary Rules”) requiring intermediaries receiving, storing, transmitting, or providing any service with respect
to electronic messages to not knowingly host, publish, transmit, select or modify any information prohibited under the IT
Intermediary Rules, to disable hosting, publishing, transmission, selection or modification of such information once they
become aware of it, as well as specifying the due diligence to be observed by intermediaries. The IT Intermediaries Rules
further requires the intermediaries to provide for a grievance redressal mechanism and appoint a nodal officer and a resident
grievance officer.
Digital Personal Data Protection, Act 2023 (“DPDP Act”)
The DPDP Act was introduced to provide for the processing of digital personal data in a manner that recognizes both the right
of individuals to protect their personal data and the need to process such personal data for lawful purposes and for matters
connected therewith or incidental thereto. The DPDP act replaces Article 43(A) (Compensation for failure to protect data) of
IT Act 2000. Under the DPDP Act the personal data of a data principal may only be processed for a lawful purpose for which
the data principal has given consent or for certain legitimate purposes.
A request for consent of the data principal must be accompanies or preceded by a notice given by the data fiduciary, informing
the data principal of the personal data and the purpose for which the same is proposed to be processed and the rights and
remedies available to the data principal under the act. The notice provided must be clear concise and comprehensible to the data
principal. The Act further provides that the consent given by the data principal shall be free, specific, informed, unconditional
and unambiguous with a clear affirmative action and shall signify an agreement to the processing of the personal data for the
specified purpose and be limited to such personal data as is necessary for such specified purpose.
The act establishes “legitimate purpose” for which personal data can be processed; (i) for the specified purpose for which the
data principal has voluntarily provided her personal data to the data fiduciary and in respect of which she has not indicated to
the data fiduciary that she does not consent to the use of her personal data; (ii) for the state and any of its instrumentalities to
provide or issue to the data principal such subsidy, benefit, service, certificate, licence or permit as may be prescribed, subject
to certain conditions; (iii) for the performance by the state or any of its instrumentalities of any function under any law for the
time being in force in India or in the interest of sovereignty and integrity of India or security of the state; (iv) for fulfilling any
obligation under any law for the time being in force in India on any person to disclose any information to the State or any of its
instrumentalities, subject to such processing being in accordance with the provisions regarding disclosure of such information
in any other law for the time being in force (v) for compliance with any judgment or decree or order issued under any law for
the time being in force in India, or any judgment or order relating to claims of a contractual or civil nature under any law for
the time being in force outside India; (vi) for responding to a medical emergency involving a threat to the life or immediate
threat to the health of the Data Principal or any other individual; (vii) for taking measures to provide medical treatment or health
services to any individual during an epidemic, outbreak of disease, or any other threat to public health; (viii) for taking measures
to ensure safety of, or provide assistance or services to, any individual during any disaster, or any breakdown of public order;
(ix) for employment related purposes.
The DPDP act imposes penalties for contravention, wherein a penalty up to ₹ 10,000 may be imposed for a breach in observance
of duty by data principal and a penalty up to ₹ 2.5 billion may be levied for non-compliance of provisions by data fiduciaries
The Trademarks Act, 1999 (“Trademarks Act”)
Trademarks enjoy protection under both statutory and common law and Indian trademark law permits the registration of
trademarks for both goods and services. The Trademarks Act governs the statutory protection of trademarks and the prevention
of the use of fraudulent marks in India. Under the provisions of the Trademarks Act, an application for trademark registration
may be made before the Trademark Registry by any person claiming to be the proprietor of a trademark, whether individually
or jointly, and can be made on the basis of either actual use or intention to use a trademark in the future.
Once granted, a trademark registration is valid for 10 years unless cancelled, subsequent to which, it can be renewed. If not
renewed, the mark lapses and the registration is required to be restored. The Trademarks Act prohibits registration of deceptively
similar trademarks and provides for penalties for infringement, falsifying and falsely applying trademarks. Further, pursuant to
199the notification of the Trademark (Amendment) Act, 2010 simultaneous protection of trademark in India and other countries
has been made available to owners of Indian and foreign trademarks. The Trademark (Amendment) Act, 2010 provides for
simultaneous protection of trademark in India and other countries which has been made available to owners of Indian and
foreign trademarks. The Amendment Act also seeks to simplify the law relating to transfer of ownership of trademarks by
assignment or transmission and to conform Indian trademark law with international practice.
Consumer Protection Act, 2019 (“COPRA”)
COPRA is preceded by the Consumer Protection Act, 1986. COPRA aims at providing better protection to the interests of
consumers and for that purpose makes provisions for the establishment of authorities for the settlement of consumer disputes.
The COPRA has extended the definition of a ‘consumer’ to include purchase of goods or services through an offline and online
transaction, and provides a mechanism for the consumer to file a complaint against a service provider in cases of, inter alia,
unfair trade practices, restrictive trade practices, deficiency in services and price charged being unlawful. The COPRA provides
for a three tier consumer grievance redressal mechanism at the national, state and district levels. Non-compliance of the orders
of these authorities attracts criminal penalties. The COPRA has also brought e-commerce entities and their customers under its
purview including providers of technologies or processes for enabling product sellers to engage in advertising or selling goods
or services to a consumer, online market places and online auction sites.
The Ministry of Consumer Affairs, Food and Public Distribution issued the Consumer Protection (E-Commerce) Rules, 2020
(“E-Commerce Rules”) under the COPRA on July 23, 2020 which govern the online sale of goods, services, digital products
by entities which own, operate or manage digital or electronic facility or platform for electronic commerce (“E-Commerce
Entities”), all models of e-commerce (including marketplace or inventory model), and all ecommerce sellers. The E-Commerce
Rules lay down the duties and liabilities of E-Commerce Entities and ecommerce sellers
The Sale of Goods Act, 1930 (the “Sale of Goods Act”)
Sale of Goods Act governs contracts relating to sale of goods. The contracts for sale of goods are subject to the general principles
of the law relating to contracts i.e. the Indian Contract Act, 1872. A contract for sale of goods has, however, certain peculiar
features such as, transfer of ownership of the goods, delivery of goods, rights and duties of the buyer and seller, remedies for
breach of contract, conditions and warranties implied under a contract for sale of goods. which are the subject matter of the
provision of the Sale of Goods Act.
Indian Contract Act, 1872
Indian Contract Act governs the conditions for validity of contracts formed through electronic means; communication and
acceptance of proposals; competency of people to contract, additionally, revocation, and contract formation between consumers,
sellers, and intermediaries. The terms of service, privacy policy, and return policies of any online platform are legally binding
agreements and often governed by provisions of the Indian Contract Act, 1872. However, the law is not updated yet to deal
with electronic contracts, where there is absence of online signatures.
Environmental Regulations
We are subject to various environment regulations as the operation of our establishments might have an impact on the
environment in which they are situated. The basic purpose of the statutes given below is to control, abate and prevent pollution.
In order to achieve these objectives, Pollution Control Boards (“PCBs”), which are vested with diverse powers to deal with
water and air pollution, have been set up in each state. The PCBs are responsible for setting the standards for maintenance of
clean air and water, directing the installation of pollution control devices in industries and undertaking inspection to ensure that
industries are functioning in compliance with the standards prescribed. These authorities also have the power of search, seizure
and investigation. All industries are required to obtain consent orders from the PCBs, which are indicative of the fact that the
industry in question is functioning in compliance with the pollution control norms. These consent orders are required to be kept
renewed.
The environment related laws along with their respective rules/regulations that may be applicable to the operations of our
Company include:
1. The Environment (Protection) Act, 1986 (“EPA”)
2. Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)
3. Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
4. The Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008 (“Hazardous Wastes
Rules”)
2005. The Battery Waste Management Rules, 2022
6. Plastic Waste management Rules, 2016
7. E-Waste (Management) Rules, 2022
Laws relating to taxation
The tax related laws along with their respective rules that may be applicable to the operations of our Company include:
1. The Income tax Act 1961, as amended by the Finance Act in respective years;
2. Central Goods and Services Tax Act, 2017, (along with the various state-wise legislations issued thereunder);
3. The Integrated Goods and Service Tax Act, 2017;
4. Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975;
5. Indian Stamp Act, 1899 and various state-specific legislations made thereunder
6. The Customs Act, 1962
Laws governing foreign investments
Foreign investment in India is governed by the provisions of FEMA Non-Debt Instruments Rules along with the FDI Policy
issued by the DPIIT, from time to time. Further, the RBI has enacted the Foreign Exchange Management (Mode of Payment
and Reporting of Non-Debt Instruments) Regulations, 2019 which regulate the mode of payment and reporting requirements
for investments in India by a person resident outside India.
Laws relating to Employment
Certain other laws and regulations that may be applicable to our Company in India include the following:
• Employees Provident Funds and Miscellaneous Provisions Act, 1952;
• Employees’ State Insurance Act, 1948;
• Equal Remuneration Act, 1976;
• The Maternity Benefit Act, 1961;
• Minimum Wages Act, 1948;
• Payment of Bonus Act, 1965;
• Payment of Gratuity Act, 1972;
• Contract Labour (Regulation and Abolition) Act, 1970;
• Code of Wages, 2019;
• The Occupational Safety, Health and Working Conditions Code, 2020;
• The Industrial Relations Code, 2020;
• The Code on Social Security, 2020; and
• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
• Factories Act, 1948.
National Policy on Electronics, 2019 (“NPE, 2019”)
The NPE, 2019 envisions positioning India as a global hub for Electronics System Design and Manufacturing (ESDM) by
encouraging and driving capabilities in the country for developing core components, including chipsets, and creating an
201enabling environment for the industry to compete globally. The NPE 2019 replaces the National Policy of Electronics, 2012.
The NPE 2019 when implemented will lead to the formulation of several schemes, initiatives, projects, in consultation with the
concerned Ministries/Departments, for the development of the ESDM sector in the country. It will enable the flow of investment
and technology, leading to higher value addition in the domestically manufactured electronic products, and increased electronics
hardware manufacturing in the country and their export while generating substantial employment opportunities.
202HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as “GNG Electronics Private Limited” under the provisions of the Companies Act,
1956, pursuant to a certificate of incorporation dated October 19, 2006, issued by the Registrar of Companies, Maharashtra at
Mumbai (“RoC”). Subsequently, our Company was converted from a private limited company to a public limited company,
pursuant to a resolution passed by our Shareholders at the extraordinary general meeting held on October 23, 2024, following
which the name of our Company was changed to “GNG Electronics Limited” and a fresh certificate of incorporation pursuant
to change of name under the Companies Act, 2013 was issued by RoC, on November 20, 2024.
Changes in our Registered Office
As on the date of this Red Herring Prospectus, the registered office of our Company is situated at Unit No. 415, Hubtown
Solaris, N.S. Phadke Marg, Andheri (East), Mumbai - 400069, Maharashtra, India. Except as disclosed below, there has been
no change in the registered office of our Company since its incorporation.
Date of Change Details of change in the registered office Reasons for change
July 26, 2013 The registered office of our Company was changed from 5A, Abid Administrative Convenience
House, 323, Lamington Road, Grant Road, Mumbai, Maharashtra
India, 400007 to Unit No 415, Hubtown Solaris, N.S. Phadke
Marg, Andheri (East), Mumbai - 400069, Maharashtra, India.
Main Objects of our Company
The main objects contained in the Memorandum of Association of our Company are as mentioned below:
Clause Particulars
IIIA 1. To carry on the business of procuring, repair, servicing, improving, refurbishing, trading, distribution, marketing,
renting, leasing, sale, purchase, import and export of all kinds of Information and Communication Technology (ICT)
devices, including but not limited to computers, laptops, mobile phones, tablets, printers, networking equipment and
other electronic gadgets both wholesale and retail within domestic and international markets and to provide related
services for such devices.
2. To carry on the business of manufacture, import, export, alter, convert, modify, buy, sell, improve, repair or
otherwise deal in any other manner in electronic systems such as computers, computer accessories, computer parts,
office stationaries, printers, type writes, data processing equipment and gadgets used for or in connection with any of
the aforesaid matters or products and to develop, design, refurbish, improve and sell or otherwise give on hire and to
act as computer specialists, counsellors, advisors and to do all and anything required in connection with manufacture,
sell, assembly, integration, arrangement, installation and operating computers, software and hardware, programming,
data processing, giving and or taking on hire computer and in other matters as may be necessary for in relation to the
business of computers.
3. To engage in the recycling, disposal and environmental management of ICT devices.
The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently being
carried on and proposed to be carried on by our Company.
Amendments to our Memorandum of Association in the last 10 years
Set out below are the amendments to our Memorandum of Association in the last 10 years:
Date of Shareholders’ Particulars
resolution
March 28, 2014 Increase of authorised share capital from ₹ 10,00,000 divided in 1,00,000 equity shares of ₹ 10 each to ₹
2,00,00,000 divided in 20,00,000 Equity Shares of ₹ 10.
October 23, 2024 Clause I of our Memorandum of Association was amended to reflect the change in the name of our Company
from “GNG Electronics Private Limited” to “GNG Electronics Limited”
November 22, 2024 Increase of authorised share capital from ₹ 2,00,00,000 divided in 20,00,000 equity shares of ₹ 10 to ₹
25,00,00,000/- (Rupees twenty-five crores only) divided into 2,50,00,000 (two crores and fifty lakhs only)
equity shares of face value ₹ 10/- (Rupees ten only) each.
December 3, 2024 The face value of the equity shares was split from ₹ 10 per equity share to ₹ 2 per Equity Share. Accordingly,
the authorised share capital of our Company, being 25,000,000 equity shares of ₹ 10 each was split into
125,000,000 Equity Shares of ₹ 2 each.
December 5, 2024 Existing object clause IIIA of the MoA was substituted from:
203Date of Shareholders’ Particulars
resolution
“To manufacture, acquire, import, distribute, export, buy, sale, exchange alter, hire and deal in technology
of all kinds and in particular relating to Computer, Computer peripherals, optical media products such as
CDR, DVDR. Lense cleaner, Floopy discs, Compact discs, CD Roms, CD/DVD writers, Mouse, Printers, Pen
drives, audio/ video equipments and other computer related peripherals and electronic equipments”
With the following:
1. To carry on the business of procuring, repair, servicing, improving, refurbishing, trading, distribution,
marketing, renting, leasing, sale, purchase, import and export of all kinds of Information and
Communication Technology (ICT) devices, including but not limited to computers, laptops, mobile
phones, tablets, printers, networking equipment and other electronic gadgets both wholesale and retail
within domestic and international markets and to provide related services for such devices.
2. To carry on the business of manufacture, import, export, alter, convert, modify, buy, sell, improve, repair
or otherwise deal in any other manner in electronic systems such as computers, computer accessories,
computer parts, office stationaries, printers, type writes, data processing equipment and gadgets used
for or in connection with any of the aforesaid matters or products and to develop, design, refurbish,
improve and sell or otherwise give on hire and to act as computer specialists, counsellors, advisors and
to do all and anything required in connection with manufacture, sell, assembly, integration,
arrangement, installation and operating computers, software and hardware, programming, data
processing, giving and or taking on hire computer and in other matters as may be necessary for in
relation to the business of computers.
3. To engage in the recycling, disposal and environmental management of ICT devices.
Major events and milestones of our Company
The table below sets forth some of the key events in our history:
Calendar Year Milestone
2016 Started operations at our facility in Mumbai, India, spread across 1,200 square feet
2017 Established operations at our Sharjah, UAE facility spread across 4,305.56 square feet
2018 Extended our operation facility to 21,969 square feet facility in Nerul, Navi Mumbai
2022 Expanded our Sharjah, UAE facility to an additional 4,305.56 square feet
2022 Crossed ₹ 5,000 million in turnover
2023 Expanded our operations in Juhinagar, Navi Mumbai, to a warehouse spread across 25,600 square feet.
2023 Expanded two additional facilities of 6,458.35 square feet each (total of 12,916.70 square feet), bringing our combined
total facilities in Saif Zone, covering 21,527.82 square feet
2024 Established operations at our Dallas, Texas, USA facility spread across 11,000 square feet
Awards, accreditations, and recognition
The table below sets forth some of the key awards, accreditations and recognition received by our Company:
Calendar Year Awards, accreditations, and recognition
2018 Certified as ‘Microsoft Authorised Refurbisher’ by Microsoft
2021 Received certification under ISO 9001:2015
2021 Received certification under ISO/IEC 27001:2013
2021 Received certification under ISO 14001:2015
2021 Received certification under ISO 45001:2018
2022 Received certificate of registration from Perry Johnson Registrars, INC. for conformance with the sustainable
electronics reuse and recycling (R2) standard as applied by the R2 code of practices.
2023 Certified as ‘Certified Refurbishment Partner’ by HP India Sales Private Limited
2024 Certified as ’Certified Refurbishment Partner’ by Lenovo Global Technology (India) Private Limited
Significant financial and strategic partnerships
Our Company does not have any significant financial or strategic partnerships as on the date of this Red Herring Prospectus.
Time/cost overrun in setting up projects
There has been no time or cost overrun in respect of our business operations.
204Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks
There has been no instance of rescheduling/restructuring of borrowings with financial institutions/ banks in respect of our
borrowings from lenders.
Launch of key products or services, entry into new geographies or exit from existing markets, capacity/facility creation,
location of projects
For details of key products offered by our Company, entry into new geographies or exit from existing markets or
capacity/facility creation, location of projects, see “Our Business” on page 172.
Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years
Except as disclosed below, there have not been any material acquisitions or divestments of business/undertakings, mergers,
amalgamation, any revaluation of assets, etc. in the last 10 years immediately preceding the date of this Red Herring Prospectus:
Business transfer agreement dated February 17, 2020 (“BTA”) between our Company and Amiable Electronics Private
Limited (“AEPL”)
Our Company and Amiable Electronics Private Limited, one of our Promoters (“AEPL”) entered into a business transfer
agreement dated February 17, 2020 (“BTA”) for the sale, assignment, conveyance and transfer of AEPL’s business on an as is
where is basis and as a going concern in exchange for allotment 22,216 equity shares of face value of ₹10 each of our Company
to Amiable Electronics Private Limited . The key terms of the BTA are as follows:
Sale of Business: Our Company purchased the business of AEPL as a going concern and free from all encumbrances along
with all business assets and liabilities recorded in its books of accounts.
Mode and method: AEPL’s business, along with all its assets, liabilities, and operational components, was transferred to our
Company as a going concern on an "as is, where is" basis. The transfer encompassed tangible assets, intellectual property,
goodwill, permits, employee arrangements, and liabilities, with ownership and associated risks passing to our Company.
Purchase Price: Our Company allotted 22,216 equity shares of face value of ₹10 each of our Company to AEPL as full and
final consideration for transfer of the business of AEPL at a price of ₹ 8,694.00 per equity share.
Relationship between our Promoters or Directors and AEPL
As on date of this Red Herring Prospectus, Sharad Khandelwal and Vidhi Sharad Khandelwal and Kay Kay Overseas
Corporation hold 13.86%, 13.86% and 72.28% respectively of the issued, paid-up and subscribed equity share capital of AEPL,
one of our Promoters.
Further, Sharad Khandelwal and Vidhi Sharad Khandelwal are directors on the board of AEPL.
Summarized information about valuation
Our Company had not availed any valuation report pursuant to the execution of the BTA and for the sale, assignment,
conveyance and transfer of AEPL’s business on an as is where is basis and as a going concern to our Company.
Effective date of transaction
The sale and purchase of the business under the BTA was completed on January 31, 2020.
Guarantees provided to third parties by our Promoters Selling Shareholders
Except as stated below, there have been no guarantees issued by our Promoter Selling Shareholders to third parties.
Sr. Name of Name of Name of Date of Amount Amount Obligation Financial Period of Conside
no guarantor borrower/gua the lender the sanction outstandin s on the implications guarantee ration
rantee issued guarantee ed as on g as on Company in case of
for March March 30, default
30, 2025 2025
1. Sharad Company HDFC February 425 352.67 425 352.67 Until Nil
Khandelwal Bank 23, 2022 repayment
Limited
205Sr. Name of Name of Name of Date of Amount Amount Obligation Financial Period of Conside
no guarantor borrower/gua the lender the sanction outstandin s on the implications guarantee ration
rantee issued guarantee ed as on g as on Company in case of
for March March 30, default
30, 2025 2025
2. Sharad Company HDFC March 04, 300 264.12 300 264.12 Until Nil
Khandelwal Bank 2024 repayment
Limited
3. Sharad Company AXIS November 440 326.69 440 326.69 Until Nil
Khandelwal Bank 20, 2023 repayment
Limited
4. Sharad Company ICICI September 400 28.71 400 28.71 Until Nil
Khandelwal Bank 22, 2023 repayment
Limited
5. Sharad Company Federal September 350 286.70 350 286.70 Until Nil
Khandelwal Bank 25, 2023 repayment
Limited
6. Sharad Company DBS Bank October 300 70.75 300 70.75 Until Nil
Khandelwal India 28, 2023 repayment
Limited
7. Sharad Company IDFC First August 02, 400 288.19 400 288.19 Until Nil
Khandelwal Bank 2024 repayment
Limited
8. Sharad Company Kotak July 26, 510 331.59 510 331.59 Until Nil
Khandelwal Bank 2024 repayment
Limited
9. Sharad Company DBS October 300 9.99 300 9.99 Until Nil
Khandelwal Discountin 28, 2023 repayment
g
10. Sharad Company AXIS December 85.30 38.44 85.70 38.44 Until Nil
Khandelwal Bank 24, 2021 repayment
Limited
11. Sharad Company HDFC August 17, 96.36 42.10 96.36 42.10 Until Nil
Khandelwal Bank 2022 repayment
Limited
12. Sharad Electronics Emirates August 09, 232.80 160.44 232.80 160.44 Until Nil
Khandelwal Bazaar FZC Islamic 2023 repayment
Bank
13. Sharad Electronics The October 116.40 115.88 116.40 115.88 Until Nil
Khandelwal Bazaar FZC National 03, 2023 repayment
Bank of
Ras Al-
Khaimah
14. Sharad Electronics Commerci February 232.80 220.44 232.80 220.44 Until Nil
Khandelwal Bazaar FZC al Bank of 05, 2024 repayment
Dubai
15. Sharad Electronics Abu June 20, 349.20 235.99 349.20 235.99 Until Nil
Khandelwal Bazaar FZC Dhabi 2024 repayment
Islamic
Bank
16. Sharad Electronics HDFC August 06, 770 701.69 770 701.69 Until Nil
Khandelwal Bazaar FZC Bank 2024 repayment
Limited
17. Sharad Electronics Dubai July 17, 232.80 221.74 232.80 221.74 Until Nil
Khandelwal Bazaar FZC Islamic 2024 repayment
Bank
18. Sharad Kay Kay ICICI August 02, 950 779.40 950 779.40 Until Nil
Khandelwal Overseas Bank 2023 repayment
Corporation Limited
19. Sharad Kay Kay AXIS December 720.20 434.50 720.20 434.50 Until Nil
Khandelwal Overseas Bank 21, 2023 repayment
Corporation Limited
20. Sharad Kay Kay Tata February 720 53.42 720 53.42 Until Nil
Khandelwal Overseas Capital 05, 2024 repayment
Corporation Limited
21. Sharad Kay Kay HDFC March 04, 2116.09 1277.60 2116.09 1277.60 Until Nil
Khandelwal Overseas Bank 2024 repayment
Corporation Limited
206Sr. Name of Name of Name of Date of Amount Amount Obligation Financial Period of Conside
no guarantor borrower/gua the lender the sanction outstandin s on the implications guarantee ration
rantee issued guarantee ed as on g as on Company in case of
for March March 30, default
30, 2025 2025
22. Sharad Kay Kay IDFC First July 29, 550 515.30 550 515.30 Until Nil
Khandelwal Overseas Bank 2024 repayment
Corporation Limited
23. Vidhi Sharad Company AXIS December 85.30 38.44 85.70 38.44 Until Nil
Khandelwal Bank 24, 2021 repayment
Limited
24. Vidhi Sharad Company HDFC February 425 352.67 425 352.67 Until Nil
Khandelwal Bank 23, 2022 repayment
Limited
25. Vidhi Sharad Company HDFC February 300 264.12 300 264.12 Until Nil
Khandelwal Bank 23, 2022 repayment
Limited
26. Vidhi Sharad Company AXIS July 25, 440 326.69 440 326.69 Until Nil
Khandelwal Bank 2022 repayment
Limited
27. Vidhi Sharad Company HDFC August 17, 96.36 42.10 96.36 42.10 Until Nil
Khandelwal Bank 2022 repayment
Limited
28. Vidhi Sharad Company ICICI September 400 28.71 400 28.71 Until Nil
Khandelwal Bank 22, 2023 repayment
Limited
29. Vidhi Sharad Company Federal September 350 286.70 350 286.70 Until Nil
Khandelwal Bank 25, 2023 repayment
Limited
30. Vidhi Sharad Company DBS Bank October 300 70.75 300 70.75 Until Nil
Khandelwal India 28, 2023 repayment
Limited
31. Vidhi Sharad Company IDFC First August 02, 400 288.19 400 288.19 Until Nil
Khandelwal Bank 2024 repayment
Limited
32. Vidhi Sharad Company Kotak July 26, 510 331.59 510 331.59 Until Nil
Khandelwal Bank 2024 repayment
Limited
33. Vidhi Sharad Company DBS October 300 9.99 300 9.99 Until Nil
Khandelwal Discountin 28, 2023 repayment
g
34. Vidhi Sharad Electronics Emirates August 09, 232.80 160.44 232.80 160.44 Until Nil
Khandelwal Bazaar FZC Islamic 2023 repayment
Bank
35. Vidhi Sharad Electronics The October 116.40 115.88 116.40 115.88 Until Nil
Khandelwal Bazaar FZC National 03, 2023 repayment
Bank of
Ras Al-
Khaimah
36. Vidhi Sharad Electronics Commerci February 232.80 220.44 232.80 220.44 Until Nil
Khandelwal Bazaar FZC al Bank of 05, 2024 repayment
Dubai
37. Vidhi Sharad Electronics Abu June 20, 349.20 235.99 349.20 235.99 Until Nil
Khandelwal Bazaar FZC Dhabi 2024 repayment
Islamic
Bank
38. Vidhi Sharad Electronics HDFC August 06, 770 701.68 770 701.68 Until Nil
Khandelwal Bazaar FZC Bank 2024 repayment
Limited
39. Vidhi Sharad Electronics Dubai July 17, 232.80 221.74 232.80 221.74 Until Nil
Khandelwal Bazaar FZC Islamic 2024 repayment
Bank
40. Vidhi Sharad Kay Kay ICICI August 02, 950 779.40 950 779.40 Until Nil
Khandelwal Overseas Bank 2023 repayment
Corporation Limited
41. Vidhi Sharad Kay Kay AXIS December 720.20 434.50 720.20 434.50 Until Nil
Khandelwal Overseas Bank 21, 2023 repayment
Corporation Limited
207Sr. Name of Name of Name of Date of Amount Amount Obligation Financial Period of Conside
no guarantor borrower/gua the lender the sanction outstandin s on the implications guarantee ration
rantee issued guarantee ed as on g as on Company in case of
for March March 30, default
30, 2025 2025
42. Vidhi Sharad Kay Kay Tata February 720 53.42 720 53.42 Until Nil
Khandelwal Overseas Capital 05, 2024 repayment
Corporation Limited
43. Vidhi Sharad Kay Kay HDFC March 04, 2,116.09 1277.60 2,116.09 1,277.60 Until Nil
Khandelwal Overseas Bank 2024 repayment
Corporation Limited
44. Vidhi Sharad Kay Kay IDFC First July 29, 550 515.30 550 515.30 Until Nil
Khandelwal Overseas Bank 2024 repayment
Corporation Limited
Note: Corporate guarantee is given for our Company, Kay Kay Overseas Corporation and Electronics Bazaar FZC jointly by Sharad Khandelwal and Vidhi
Khandelwal
Key terms of other subsisting material agreements
Except as disclosed under “ - Details regarding material acquisitions or divestments of business/undertakings, mergers,
amalgamation, any revaluation of assets, etc. in the last 10 years” , there are no agreements/ arrangements and clauses/
covenants which are material and have a bearing on the investment decision made by an investor
Inter-se agreements between Shareholders
As on the date of this Red Herring Prospectus, our Company, Promoters and Shareholders do not have any inter-se agreements/
arrangements and clauses/ covenants which are material in nature and that there are no other clauses/ covenants which are
adverse/ pre-judicial to the interests of the minority/ public shareholders. There are no other agreements, deed of assignments,
acquisition agreements, shareholders’ agreement, inter-se agreements or agreements of like nature.
There are no other agreements/arrangements entered into by our Company or clauses/covenants applicable to our Company
which are material, not in the ordinary course of business and which are required to be disclosed, or the non-disclosure of which
may have a bearing on the investment decision of prospective investors in the Offer.
Agreements with Key Managerial Personnel or Senior Managerial Personnel or Directors or Promoters or any other
employee
As on the date of this Red Herring Prospectus, there are no agreements entered into by our Key Managerial Personnel or Senior
Managerial Personnel or Directors or Promoters or any other employee of our Company, either by themselves or on behalf of
any other person, with any shareholder or any other third-party regarding compensation or profit sharing in connection with
dealings in the securities of our Company.
Agreement that may impact the management or control of our Company or impose any restriction or create any liability
upon our Company
As of the date of this Red Herring Prospectus, there are no agreements entered into by the Shareholders, Promoters, Promoter
Group entities, related parties, Directors, KMPs, employees of our Company or of our Subsidiaries, among themselves or with
our Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and
effect is to, impact the management or control of our Company or impose any restriction or create any liability upon our
Company, whether or not our Company is a party to such agreements.
Holding company
Amiable Electronics Private Limited, one of our Promoters, is our holding company. For details in relation to its nature of
business, capital structure and shareholding pattern, please see “Our Promoter and Promoter Group” on page 232.
Our Subsidiaries
As on the date of this Red Herring Prospectus, our Company has one direct subsidiary and five step down subsidiaries
The details of our direct subsidiary are set forth below:
2081. Electronics Bazaar FZC (“EB FZC”)
Corporate Information
EB FZC, a company incorporated and registered as a company with Limited Liability under the laws of United Arab
Emirates, on April 16, 2017, with the Government of Sharjah - Sharjah Airport International Free Zone. The
registration number of EB FZC is 19174. Its registered office is situated at T5 103 SAIF Zone, P.O Box 124802,
Sharjah U.A.E.
Nature of Business
EB FZC is engaged in the business of general trading and repair and refurbishment of laptop, phones and IT products,
as authorized under the objects clause of its memorandum of association.
Capital Structure
The capital structure of EB FZC is as follows:
Particulars Number of equity shares of Amount (AED)
AED 1,000 each
Authorised share capital 7,490 7,490,000
Issued, subscribed and paid-up share capital 7,490 7,490,000
Shareholding Pattern
The shareholding pattern of EB FZC is as follows:
S. No. Name of the equity shareholder Number of equity shares of ₹ Percentage of total equity
AED 1,000 each holding (%)
1. Our Company 7,460 99.60%
2. Sharad Khandelwal 30 0.40%
Total 7,490 100.00%
Financial Information
The financial information for the Fiscals 2025, 2024, and 2023 of EB FZC, as derived from the audited financial
statements of its respective years, are as follows:
(in ₹ million)
Particulars As of and for the Fiscal ended
March 31, 2025 March 31, 2024 March 31, 2023
Equity share capital 147 147 147
Net worth 1,510.89 1,002.23 592.90
Revenue from operations 9,252.71 5,568.88 3,315.90
Profit/ (loss) after tax for the year 521.65 415.25 248.80
Total borrowings 2,254.40 834.77 253.66
The details of our step-down subsidiaries are set forth below:
2. Sun Electronics Corporation, USA (“SEI”)
Corporate Information
SEI was incorporated as a domestic for-profit corporation under the laws of State of Texas on July 9, 2024, with the
Office of the Secretary of State laws of State of Texas. The entity identification number of SEI is 99-3929225 and its
registered office is situated at 151 Regal Row, Suite 201, Dallas, TX 75247.
Nature of Business
SEI is engaged in the business of general trading, refurbishment and repair of laptops, phones and related products as
authorized under the objects clause of its memorandum of association.
209Capital Structure
The capital structure of SEI is as follows:
Particulars Number of equity shares with Amount
no par value
Authorised share capital 200 At no par value
Issued, subscribed and paid-up share capital 200 At no par value
Shareholding Pattern
The shareholding pattern of SEI is as follows:
S. No. Name of the equity shareholder Number of equity shares with Percentage of total equity
no par value holding (%)
1. Electronics Bazaar FZC 200 100
Total 200 100
Financial Information
The financial information for the Fiscals 2025, 2024, and 2023 of SEI, as derived from the unaudited financial
statements are as follows:
(in ₹ million)
Particulars As of and for the Fiscal ended
March 31, 2025# March 31, 2024* March 31, 2023*
Equity share capital Nil NA NA
Net worth Nil NA NA
Revenue from operations Nil NA NA
Profit/ (loss) after tax for the year Nil NA NA
Total borrowings Nil NA NA
# SEI does not have any mandatory audit requirement under the law of the country in which it has been incorporated. Accordingly, the financial
information for the Fiscal 2025, is based on the unaudited financial statements.
* SEI was incorporated on July 9, 2024, accordingly the financial information for the Fiscal 2023 and Fiscal 2024 are not available.
3. Kay Kay Overseas Corporation, USA (“KKOC USA”)
Corporate Information
KKOC USA was incorporated as a domestic for-profit corporation under the law of State of Texas on July 9, 2024
with the Office of the Secretary State of Texas.The entity identification number of KKOC USA is 99-3943149 and its
registered office is situated at 151 Regal Row, Suite 201, Dallas, TX 75247.
Nature of Business
KKOC USA is engaged in the business of general trading, refurbishment & repair of laptops, phones and related
products, as authorized under the objects clause of its memorandum of association.
Capital Structure
The capital structure of KKOC USA is as follows:
Particulars Number of equity shares with Amount
no par value
Authorised share capital 200 At no par value
Issued, subscribed and paid-up share capital 200 At no par value
Shareholding Pattern
The shareholding pattern of KKOC USA is as follows:
S. No. Name of the equity shareholder Number of equity shares with Percentage of total equity
no par value holding (%)
1. Electronics Bazaar FZC 200 100
Total 200 100
210Financial Information
Financial Information
The financial information for the Fiscals 2025, 2024, and 2023 of KKOC USA, as derived from the unaudited financial
statements are as follows:
(in ₹ million)
Particulars As of and for the Fiscal ended
March 31, 2025# March 31, 2024* March 31, 2023*
Equity share capital NA NA NA
Net worth 0.50 NA NA
Revenue from operations 17.29 NA NA
Profit/ (loss) after tax for the year 0.50 NA NA
Total borrowings NA NA NA
# KKOC USA does not have any mandatory audit requirement under the law of the country in which it has been incorporated. Accordingly, the
financial information for the Fiscal 2025, is based on the unaudited financial statements.
* KKOC USA was incorporated on July 9, 2024, accordingly the financial information for the Fiscal 2023 and Fiscal 2024 are not available.
4. Bright World Technologies Inc., USA (“BWT”)
Corporate Information
BWT was incorporated as a domestic for-profit corporation under the laws of State of Texas on November 14, 2022
with the Office of the Secretary State of Texas. The entity identification number of BWT is 92-1775566 and its
registered office is situated at 850 N Lake Dr, Coppel TX USA 75019.
Nature of Business
BWT is engaged in the business of general trading, refurbishment & repair of laptops, phones and related products, as
authorized under the objects clause of its memorandum of association.
Capital Structure
The capital structure of BWT is as follows:
Particulars Number of equity shares with Amount
no par value
Authorised share capital 200 At no par value
Issued, subscribed and paid-up share capital 200 At no par value
Shareholding Pattern
The shareholding pattern of BWT is as follows:
S. No. Name of the equity shareholder Number of equity shares of Percentage of total equity
with no par value holding (%)
1. Electronics Bazaar FZC 200 100.00
Total 200 100.00
Financial Information
The financial information for the Fiscals 2025, 2024, and 2023 of BWT, as derived from the unaudited financial
statements of its respective years, are as follows:
(in ₹ million)
Particulars As of and for the Fiscal ended
March 31, 2025# March 31, 2024# March 31, 2023#
Equity share capital - - Nil
Net worth 7.64 1.16 Nil
Revenue from operations 861.71 75.70 Nil
Profit/ (loss) after tax for the year 6.48 1.16 Nil
Total borrowings (including lease - Nil
-
liabilities)
# BWT does not have any mandatory audit requirement under the law of the country in which it has been incorporated. Accordingly, the financial
information for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 are based on the unaudited financial statements of respective years.
2115. Electronics Bazaar B.V. (“EBB”)
Corporate Information
EBB was incorporated as a domestic for-profit corporation under the Dutch law on August 5, 2024. The establishment
number of EBB is 000060094346 and its registered office is situated at Jan Pietersz, Coensstraat 7, 2595 WP -
Gravenhage The Hauge, Netherlands.
Nature of Business
Electronics Bazaar B.V. is engaged in the business of general trading, refurbishment & repair of laptops, phones and
related products, as authorized under the objects clause of its memorandum of association.
Capital Structure
The capital structure of EBB is as follows:
Particulars Number of equity shares of Amount (Euro)
Euro 0.01 each
Authorised share capital 100 Shares 1
Issued, subscribed and paid-up share capital 100 Shares 1
Shareholding Pattern
The shareholding pattern of EBB is as follows:
S. No. Name of the equity shareholder Number of equity shares of Percentage of total equity share
Euro 0.01 each holding (%)
1. Electronics Bazaar FZC 100 Shares 100.00
Total 100 Shares 100.00
Financial Information
The financial information for the Fiscals 2025, 2024, and 2023 of EBB, as derived from the unaudited financial
statements are as follows:
(in ₹ million)
Particulars As of and for the Fiscal ended
March 31, 2025# March 31, 2024* March 31, 2023*
Equity share capital Nil NA NA
Net worth Nil NA NA
Revenue from operations Nil NA NA
Profit/ (loss) after tax for the year Nil NA NA
Total borrowings Nil NA NA
# EBB does not have any mandatory audit requirement under the law of the country in which it has been incorporated. Accordingly, the financial
information for the Fiscal 2025, is based on the unaudited financial statements.
* EBB was incorporated on August 5, 2024, accordingly the financial information for the Fiscal 2023 and Fiscal 2024 are not available.
6. Electronics Bazar INC (Canada) (“EB INC”)
Corporate Information
EB INC was incorporated as a private company under the Business Corporation Act on May 14, 2024 with the
Registrar of Corporations. Its business number is 2026112207 and its registered office is situated at 206-110 11th AVE
SW Calgary, Alberta, T2R 0B8.
Nature of Business
EB INC is engaged in the business of general trading, refurbishment & repair of laptops, phones and related products,
as authorized under the objects clause of its memorandum of association.
212Capital Structure
The capital structure of EB INC is as follows:
Particulars Number of equity shares at no Amount
par value
Authorised share capital 100 No par value
Issued, subscribed and paid-up share capital 100 No par value
Shareholding Pattern
The shareholding pattern of EB INC is as follows:
S. No. Name of the equity shareholder Number of equity shares at no Percentage of total equity share
par value holding (%)
1. Electronics Bazaar FZC 100 100
Total 100 100
Financial Information
The financial information for the Fiscals 2025, 2024, and 2023 of EB INC, as derived from the unaudited financial
statements are as follows:
(in ₹ million)
Particulars As of and for the Fiscal ended
March 31, 2025# March 31, 2024* March 31, 2023*
Equity share capital Nil NA NA
Net worth Nil NA NA
Revenue from operations Nil NA NA
Profit/ (loss) after tax for the year Nil NA NA
Total borrowings Nil NA NA
# EB INC does not have any mandatory audit requirement under the law of the country in which it has been incorporated. Accordingly, the financial
information for the Fiscal 2025, is based on the unaudited financial statements.
* EB INC was incorporated on May 14 2024, accordingly the financial information for the Fiscal 2023 and Fiscal 2024 are not available.
Our Joint ventures
As on the date of this Red Herring Prospectus, our Company does not have any joint ventures.
Our Associates
As on the date of this Red Herring Prospectus, our Company does not have any associates.
There is no conflict of interest between third party service providers (crucial for operations of our Company) and our Company,
Promoters, Promoter Group, Key Managerial Personnel, Directors, Subsidiaries and Group Company and their directors.
There is no conflict of interest between the lessors of immovable properties (crucial for operations of our Company) and our
Company, Promoters, Promoter Group, Key Managerial Personnel, Directors, Subsidiaries and Group Company and their
directors.
Common pursuits
Our Subsidiaries are engaged in the same line of business as that of our Company and accordingly, there are certain common
pursuits amongst them and our Company. Our Company has adopted the necessary procedures and practices as permitted by
law and regulatory guidelines to address conflict situations as and when they arise.
Business interest between our Company and our Subsidiaries
Except as stated in “Our Business” and “Restated Consolidated Financial Information – Note 38 Related party disclosure in
respect of Ind AS 24” on pages 172 and 275 , respectively, none of our Subsidiaries, have any business interest in our Company.
Accumulated profits or losses
As on the date of this Red Herring Prospectus, there are no accumulated profits or losses of our Subsidiaries that have not been
accounted for or consolidated by our Company.
213Other confirmations
None of our Subsidiaries are listed on any stock exchange in India or abroad. Further, none of our Subsidiaries have been
refused listing in the last ten years by any stock exchange in India or abroad, nor have any of our Subsidiaries failed to meet
the listing requirements of any stock exchange in India or abroad.
214OUR MANAGEMENT
Board of Directors
The Articles of Association require that our Board shall comprise of not less than three Directors and not more than 15 Directors,
provided that our Shareholders may appoint more than 15 Directors after passing a special resolution in a general meeting.
As on the date of this Red Herring Prospectus, we have six Directors on our Board, of whom two are Independent Directors,
including one woman Independent Director. Our Company is in compliance with the corporate governance requirements
prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of our Board and
constitution of committees thereof.
The following table sets forth the details of our Board as on the date of this Red Herring Prospectus:
Name, designation, date of birth, address, occupation, Age Other directorships
current term, period of directorship and DIN (years)
Sharad Khandelwal 53 Indian companies:
Designation: Managing Director • Amiable Electronics Private Limited
Date of birth: August 23, 1971 Foreign companies:
Address: A/304, Akruti Nova, Andheri East, Opposite • Electronics Bazaar FZC
Telli Gali, Mumbai – 400069, Maharashtra, India.
• Electronics Bazar Inc. (USA)
Occupation: Business
• Bright World Technologies INC
Nationality: Indian
• Electronics Bazaar B.V.
Current term: Five years with effect from November 22,
2024
• Sun Electronics Corporation
Period of directorship: Since October 19, 2006
• Electronics Bazar INC, (Canada)
DIN: 03282602
• Kay Kay Overseas Corporation (USA)
Amit Midha 54 Indian companies:
Designation: Non-Executive Non-Independent Director • Nil
Date of birth: September 23, 1970 Foreign companies:
Address: House 11 Ardmore Park 29-01 Tower 2, • First Give Technologies (USA)
Ardmore Park Luxury Apts. Singapore – 259957.
Occupation: Business
Nationality: Citizen of Republic of Singapore, Overseas
Citizen of India
Current term: Liable to retire by rotation
Period of directorship: Since November 22, 2024
DIN: 09344884
Ajay Pancholi 53 Indian companies:
Designation: Non-Executive Non-Independent Director • Shreyayush Properties Private Limited
Date of birth: December 20, 1971 • Shivalik Engineering Industries Limited
Address: B-5301, Raheja Imperia 1 Shankar Rao Naram Foreign companies:
Path Opp World Tower BMC Parking Gate Worli, Lower
Parel Mumbai – 400013, Maharashtra, India. • Nil
Occupation: Business
215Name, designation, date of birth, address, occupation, Age Other directorships
current term, period of directorship and DIN (years)
Nationality: Indian
Current term: Liable to retire by rotation
Period of directorship: Since October 8, 2024
DIN: 05168823
Vidhi Sharad Khandelwal 51 Indian companies:
Designation: Non-Executive Director • Amiable Electronics Private Limited
Date of birth: October 7, 1973 Foreign companies:
Address: A/304, Akruti Nova, Andheri East, Opposite • Nil
Telli Gali, Mumbai – 400069, Maharashtra, India.
Occupation: Business
Nationality: Citizen of United States of America, Overseas
Citizen of India
Current term: Liable to retire by rotation
Period of directorship: Since October 19, 2006
DIN: 03285189
Sheetalkumar Dak 62 Indian companies:
Designation: Independent Director • Nil
Date of birth: October 18, 1962 Foreign companies:
Address: Oberoi Eternia, C-2806, 28th Floor, LBS Road, • Nil
Near Johson and Johnson Garden, Mulund (West),
Mumbai - 400 080, Maharashtra, India.
Occupation: Business
Nationality: Indian
Current term: Five years with effect from November 22,
2024
Period of directorship: Since November 22, 2024
DIN: 00017579
Rinku Vikas Arora 53 Indian companies:
Designation: Chairperson and Independent Director • Princeton Academy Mumbai II Private Limited
Date of birth: May 16, 1972 Foreign companies:
Address: Flat no 705, Raheja Crest 1, Andheri Link Road, Nil
Behind Infiniti Mall Andheri West, Azad Nagar, Mumbai
– 400053, Maharashtra, India.
Occupation: Business
Nationality: Indian
Current term: Five years with effect from November 22,
2024,
Period of directorship: Since November 22, 2024
216Name, designation, date of birth, address, occupation, Age Other directorships
current term, period of directorship and DIN (years)
DIN: 01881530
Brief profiles of our Directors
Sharad Khandelwal, aged 53 years, is the Managing Director of our Company. He holds a bachelor’s degree in commerce
from Jiwaji University, Gwalior. He is member of the Institute of Chartered Accountants of India and held all India rank six in
the final examination conducted by ICAI during the year 1994. He has 29 years of experience in the information and
communication technology industry. He has been associated with KKOC as a founder and partner since April 1, 1995. He is
responsible for formulation of business strategies and overall leadership and management of our Company in India and
international markets.
Amit Midha, aged 54 years, is a Non-Executive Non- Independent Director of our Company. He holds a bachelor’s degree in
engineering (industrial and production) from Shri Govindram Seksaria Institute of Technology and Science, Devi Ahilya
Vishwavidhyalaya, Indore and a master’s degree in science (industrial engineering) from University of Missouri, USA. He is
the CEO of Alat, a public investment fund company, Kingdom of Saudi Arabia. He has more than 29 years of experience and
has held the position of regional president at Dell Technologies and held various leadership roles at Dell Technologies across
United States of America, and Asia-Pacific region.
Ajay Pancholi aged 53 years is a Non-Executive Non- Independent Director in our Company. He holds a bachelor’s degree in
commerce from the Chinai College of Commerce and Economics, University of Bombay. He is also a member of the Institute
of Chartered Accountants of India and the Institute of Company Secretaries of India. He has more than 25 years of experience
as an investment banker. He is currently associated with Aelius Ace Solutions LLP as a partner. He was associated with ICICI
Securities and Finance Company Limited, DSP Merrill Lynch Limited, GMR Infrastructure Limited, Edelweiss Financial
Services Limited and HDFC Bank Limited.
Vidhi Sharad Khandelwal, aged 51 years, is a Non-Executive Director of our Company. She holds a bachelor’s degree in arts
from University Maharani College, Jaipur, University of Rajasthan. She has 24 years of business experience. She has been
associated with KKOC as a partner since January 17, 2000.
Sheetalkumar Dak, aged 62 years, is an Independent Director of our Company. He holds a bachelor’s degree in commerce
from Government College, Chittorgarh, University of Rajasthan. He is also a member of the Institute of Chartered Accountants
of India and the Institute of Company Secretaries of India. He is the founder and Proprietor of M/s. S. Dak & Associates,
Practicing Company Secretary. He has over 30 years of experience as a Company Secretary and has experience in the field of
commerce, legal, finance and management consulting.
Rinku Vikas Arora, aged 53 years, is the Chairperson and an Independent Director of our Company. She holds a bachelor’s
degree in commerce from Narsee Monjee College of Commerce and Economics, University of Bombay and a master’s degree
in management studies from Narsee Monjee Institute of Management Studies, University of Bombay. She has an experience of
over 28 years in the field of marketing, finance and management consultancy. She was previously associated with Zee Education
- Essel Group of Industries. She is the co-founder and Director of Princeton Academy Mumbai II Private Limited.
Relationship between our Directors
Except for Sharad Khandelwal and Vidhi Sharad Khandelwal, who are spouses, none of our Directors are related to each other
in any manner.
Confirmations
None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been or were
suspended from being traded during the five years preceding the date of this Red Herring Prospectus, during the term of his/her
directorship in such company
None of our Directors is, or was a director of any company, which has been or was delisted from any stock exchange, during
the term of his/her directorship in such company.
No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our Directors or to
the firms, trusts or companies in which they have an interest in, by any person, either to induce any of our Directors to become
or to help any of them qualify as a director, or otherwise for services rendered by them or by the firm, trust or company in which
they are interested, in connection with the promotion or formation of our Company
217Further, none of our Directors have been identified as Wilful Defaulters or Fraudulent Borrowers as defined under the SEBI
ICDR Regulations.
Arrangement or understanding with major Shareholders, customers, suppliers, or others pursuant to which to which
our Directors were selected as a Director or Senior Management
None of our Directors have been appointed pursuant to any arrangement or understanding with our major Shareholders,
customers, suppliers or others.
Service contracts with Directors, Key Managerial Personnel and Senior Management
Our Company has not entered into any service contracts with any Director, Key Management Personnel or Senior Management,
which provide for benefits upon termination of employment.
Terms of appointment of our Executive Director
Sharad Khandelwal
Our Board at their meeting held on November 22, 2024 approved the appointment of Sharad Khandelwal as the Managing
Director of our Company with effect from November 22, 2024. Our Shareholders approved such appointment at their meeting
held on November 22, 2024. The following are details of the remuneration and other terms of his employment applicable with
effect from November 22, 2024
a. Remuneration: ₹ 1.50 million per month
b. Overall Remuneration: The aggregate of salary, perquisites and allowances in any one financial year shall not exceed
the limits prescribed under Section 197,198 and other applicable provisions of the Companies Act, 2013, read with
Schedule V to the said Act for the time being in force.
c. Minimum Remuneration: In the event of loss or inadequacy of profits in any financial year during the tenure of services
of the Managing Director, the payment of salary, perquisites and other allowances shall be governed by the limits
prescribed under Section II of Schedule V of the Companies Act, 2013.”
Terms of appointment of our Non-Executive Directors (excluding our Independent Directors)
Our Non-executive Directors (excluding our Independent Directors) shall be paid such remuneration as may be decided by our
Board from time to time.
Terms of appointment of our Independent Directors
Pursuant to the Board resolution and shareholders’ resolution each dated November 22, 2024, the sitting fees payable to our
Independent Directors for attending meetings of our Board and meetings of various committees of our Board, is ₹ 0.10 million
and ₹ 0.05 million respectively, within the limits prescribed under the Companies Act, 2013, and the rules notified thereunder.
Further, our Company may pay a commission to our Independent Directors within the overall maximum limit of 1% of the net
profits of the Company (computed in accordance with the provisions of Section 198 of the Companies Act), as may be decided
by the Board, in terms of Section 197 of the Companies Act or such other percentage as may be specified from time to time.
Payment or benefits to our Director
Our Company has not entered into any contract appointing or fixing the remuneration of any Director in the two years preceding
the date of this Red Herring Prospectus.
In Fiscal 2024, our Company has not paid any compensation or granted any benefit on an individual basis to any of our Directors
other than the remuneration as disclosed above in “– Terms of appointment of our Executive Director” on page 218.
Our Company has not paid any contingent or deferred compensation to any of our Directors. The remuneration that was paid
to our Directors in Fiscal 2025 is as follows:
1. Executive Director
The details of the remuneration paid to our Executive Director in Fiscal 2025 is set out below:
(in ₹ million)
Name of Director Designation Remuneration
Sharad Khandelwal Managing Director 6.45
2182. Non-Executive Directors
The details of the remuneration paid to our Non-Executive Director in Fiscal 2025 is set out below:
(in ₹ million)
Name of Director Designation Remuneration
Amit Midha Non-Executive Non- Independent Director Nil
Ajay Pancholi Non-Executive Non- Independent Director Nil
Vidhi Sharad Khandelwal Non-Executive Director Nil
3. Independent Directors
The details of the remuneration paid to our Independent Director in Fiscal 2025 is set out below:
(in ₹ million)
Name of Director Designation Remuneration
Rinku Vikas Arora Independent Director 0.70
Sheetalkumar Dak Independent Director 0.65
Remuneration paid or payable to our Directors by our Subsidiaries
None of our Directors were paid any remuneration by our Subsidiaries in Fiscal 2025.
Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares.
Except as stated below, none of our Directors, hold any Equity Shares in our Company as on the date of this Red Herring
Prospectus.
Name No. of Equity Shares of face Percentage of pre-Offer paid- Percentage of post-Offer paid-
value ₹ 2 each. up share capital (%) up share capital (%)
Sharad Khandelwal 1,79,65,860 18.50 [●]
Vidhi Sharad Khandelwal 1,79,70,870 18.50 [●]
Amit Midha 48,47,175 4.99 [●]
Bonus or profit-sharing plan for our Directors
As on date of this Red Herring Prospectus, our Company does not have any performance linked bonus or a profit-sharing plan
for our Directors.
Interest of Directors
All our Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for attending meetings
of our Board and/or committees thereof as approved by our Board, the reimbursement of expenses payable to them as approved
by our Board and any commission payable to them.
Our Executive Director may be deemed to be interested to the extent of the remuneration and reimbursements payable to him
by our Company and remuneration payable to him by our Subsidiaries.
Our Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by
our Company with any company which is promoted by them or in which they hold directorships or any partnership firm in
which they are partners.
Our Directors may be interested to the extent of Equity Shares, if any, held by them and their relatives (together with other
distributions in respect of Equity Shares), or held by the entities in which they are associated as partners, promoters, directors,
proprietors, members, trustees or beneficiaries or that may be subscribed by or allotted to the companies, firms, ventures, trusts
in which they are interested as promoters, directors, partners, proprietors, members, trustees or beneficiaries, pursuant to the
Offer and any dividend and other distributions payable in respect of such Equity Shares. For details, see – “Shareholding of
Directors in our Company” on page 219. Our Directors (excluding Independent Directors) may also be deemed to be interested
to the extent of stock options to be granted or Equity Shares to be allotted pursuant to the exercise of options to be granted to
them under the ESOS 2024. For details, see “Capital Structure – Employee Stock Option Plan” on page 88.
219Further, one of our Non-Executive Non- Independent Director, Amit Midha has granted an unsecured loan to one of our
Subsidiaries, Electronics Bazaar FZC. The outstanding loan amount as on March 31, 2025 is ₹ 598.23 million.
Except for our Individual Promoters, none of our other Directors have any interest in the promotion or formation of our
Company.
Our Company has entered into a leave and license agreement dated September 26, 2024 for the use of our Registered Office,
with Kay Kay Overseas Corporation, one of our Promoters of which Sharad Khandelwal and Vidhi Sharad Khandelwal are
partners. Except as stated above, none of our Directors have any interest in any property acquired or proposed to be acquired
of or by our Company or in any transaction by our Company with respect to the acquisition of land, construction of building or
supply of machinery during the three years preceding the date of this Red Herring Prospectus.
None of our Directors have availed loans from our Company.
Borrowing Powers
Pursuant to our Articles of Association, subject to applicable provisions of the Companies Act, 2013, and the resolution passed
by our Shareholders in their general meeting held on November 22, 2024 , our Board has been authorized to borrow or from
time to time, any sum or sums of monies (exclusive of interest and in one or more tranches) on such terms and conditions as
may be determined, from anyone or more of our Company’s bankers and/or from anyone or more other banks, persons, firms,
companies/bodies corporate, financial institutions, institutional investor(s), mutual funds, insurance companies, pension funds
and or any entity/entities or authority/authorities, whether in India or abroad, and whether by way of cash credit, advance or
deposits, loans or bill discounting, issue of debentures, commercial papers, long/short term loans, suppliers’ credit, securitized
instruments such as floating rate notes, fixed rate notes, syndicated loans, commercial borrowing from the private sector window
of multilateral financial institution, either in rupees and/or in such other foreign currencies as may be permitted by law from
time to time, and/or any other instruments/securities or otherwise and whether unsecured or secured by mortgage, charge,
hypothecation or lien or pledge of our Company’s assets, licenses and properties, whether immovable or movable and all or
any of the undertaking of the Company, notwithstanding that the moneys to be borrowed together with the moneys already
borrowed by our Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of
business) will exceed the aggregate of the paid-up capital of the Company, its free reserves and securities premium, that is to
say, reserves not set apart for any specific purpose, so that the total amount up to which the moneys may be borrowed by our
Company and outstanding at any time shall not exceed the sum of ₹ 5,000 million at any point of time.
Changes to our Board in the last three years
The changes to our Board during the three years immediately preceding the date of this Red Herring Prospectus are set forth
below:
Name Date of Reason
appointment/cessation/change
in designation
Sharad Khandelwal November 22, 2024 Change in designation to Managing Director
Amit Midha November 22, 2024 Appointment as Non-Executive Non- Independent Director
Ajay Pancholi October 8, 2024 Appointment as (Additional) Non-Executive Non- Independent
Director*
Vidhi Sharad Khandelwal November 22, 2024 Change in designation to Non-Executive Director
Sheetalkumar Dak November 22, 2024 Appointment as an Independent Director
Rinku Vikas Arora November 22, 2024 Appointment as Chairperson and Independent Director
* Regularized as a Non-Executive Non- Independent Director pursuant to resolution passed in the extra-ordinary general meeting dated November 22,
2024.
Corporate Governance
The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate governance,
will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company
is in compliance with the requirements of the applicable regulations in respect of corporate governance in accordance with the
SEBI Listing Regulations, and the Companies Act, 2013, pertaining to the composition of our Board and constitution of the
committees thereof.
Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing
Regulations and the Companies Act, 2013.
220Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the
following Board-level committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders’ Relationship Committee;
4. Corporate Social Responsibility Committee; and
5. Risk Management Committee.
1. Audit Committee
The Audit Committee was constituted pursuant to resolution of our Board dated November 28, 2024. The current
constitution of the Audit Committee is as follows:
Name of Director Position in the committee Designation
Rinku Vikas Arora Chairperson Chairperson and Independent Director
Sheetalkumar Dak Member Independent Director
Sharad Khandelwal Member Managing Director
(a) The Audit Committee shall have powers, which shall be as under:
(i) To investigate any activity within its terms of reference;
(ii) To seek information from any employees;
(iii) To obtain outside legal or other professional advice;
(iv) To secure attendance of outsiders with relevant expertise, if it considers necessary and;
(v) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
(b) The role of the Audit Committee shall be as under:
(i) overseeing the Company’s financial reporting process and disclosure of its financial information to
ensure that the financial statements are correct, sufficient and credible;;
(ii) recommending to the Board, the appointment, re-appointment, removal and replacement,
remuneration and the terms of appointment of the auditors of the Company, including fixing the
audit fees;
(iii) reviewing and monitoring the statutory auditors’ independence and performance and the
effectiveness of audit process;
(iv) approving payments to the statutory auditors for any other services rendered by statutory auditors;
(v) Reviewing, with the management, the annual financial statements and auditor’s report thereon
before submission to the Board for approval, with particular reference to:
(i) matters required to be included in the Director’s Responsibility Statement to be included in
the Board’s report in terms of section 134(3)(c) of the Companies Act;
(ii) changes, if any, in accounting policies and practices and reasons for the same;
(iii) major accounting entries involving estimates based on the exercise of judgment by the
management of the Company;
(iv) significant adjustments made in the financial statements arising out of audit findings;
(v) compliance with listing and other legal requirements relating to financial statements;
221(vi) disclosure of any related party transactions;
(vii) modified opinion(s) in the draft audit report; and
(viii) qualifications and modified opinions in the draft audit report.
(vi) reviewing, with the management, the quarterly financial statements before submission to the Board
for approval;
(vii) scrutinizing inter-corporate loans and investments
(viii) undertaking or supervising valuation of undertakings or assets of the Company, wherever it is
necessary
(ix) evaluation of internal financial controls and risk management systems;
(x) formulating a policy on related party transactions, which shall include materiality of related party
transactions;
(xi) approving transactions of the Company with related parties, or any subsequent modification thereof
and omnibus approval for related party transactions proposed to be entered into by the Company
subject to such conditions as may be prescribed;
(xii) reviewing, at least on a quarterly basis, the details of related party transactions entered into by the
Company pursuant to each of the omnibus approvals given;
(xiii) reviewing, along with the management, the statement of uses/application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes
other than those stated in the offer document/prospectus/notice and the report submitted by the
monitoring agency monitoring the utilization of proceeds of a public or rights issue, preferential
issue or qualified institutions placement and making appropriate recommendations to the Board to
take up steps in this matter; n. establishing a vigil mechanism for directors and employees to report
their genuine concerns or grievances;
(xiv) reviewing, with the management, the performance of statutory and internal auditors and adequacy
of the internal control systems;
(xv) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;
(xvi) discussing with internal auditors any significant findings and follow up thereon;
(xvii) reviewing the findings of any internal investigations by the internal auditors into matters where there
is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the Board;
(xviii) discussing with the statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern; t. looking into the reasons for
substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-
payment of declared dividends) and creditors;
(xix) approving the appointment of the chief financial officer, or any other person heading the finance
function or discharging that function, after assessing the qualifications, experience and background,
etc. of the candidate;
(xx) reviewing the functioning of the whistle blower mechanism
(xxi) ensuring that an information system audit of the internal systems and process is conducted at least
once in two years to assess operational risks faced by the Company;
(xxii) formulating, reviewing and making recommendations to the Board to amend the Audit Committee
charter from time to time;
222(xxiii) reviewing the utilization of loan and/or advances from investment by the holding company in the
subsidiaries exceeding ₹ 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments;
(xxiv) considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders;
(xxv) investigating any activity within its terms of reference, seeking information from any employee,
obtaining outside legal or other professional advice and securing attendance of outsiders with
relevant expertise, if it considers necessary;
(xxvi) reviewing compliance with the provisions of Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as may be amended from time to time at least once in a
financial year and verify that systems for internal control are adequate and are operating effectively;
(xxvii) reviewing:
i. Any show cause, demand, prosecution and penalty notices against the Company or its
Directors which are materially important including any correspondence with regulators or
government agencies and any published reports which raise material issues regarding the
Company’s financial statements or accounting policies;
ii. Any material default in financial obligations by the Company;
iii. Any significant or important matters affecting the business of the Company; and
(xxviii) performing such other functions as may be delegated by the Board and/or prescribed under the SEBI
Listing Regulations, listing agreements, the Companies Act or other applicable law.”
(c) The Audit Committee shall mandatorily review the following information:
(i) Management discussion and analysis of financial condition and results of operations;
(ii) Management letters/letters of internal control weaknesses issued by the statutory auditors;
(iii) Internal audit reports relating to internal control weaknesses;
(iv) The appointment, removal and terms of remuneration of the chief internal auditor;
(v) The examination of the financial statements and the auditors’ report thereon; and
(vi) Statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing
Regulations; and
(b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.”
(vii) The financial statements, in particular, the investments made by any unlisted subsidiary.”
2. Nomination and Remuneration Committee (“NRC”)
The NRC was constituted pursuant to resolution of our Board dated November 28, 2024. The current constitution of
the NRC is as follows:
Name of Director Position in the committee Designation
Sheetalkumar Dak Chairperson Independent Director
Rinku Vikas Arora Member Chairperson and Independent Director
Vidhi Sharad Khandelwal Member Non-executive Director
The scope and function of the NRC is in accordance with Section 178 of the Companies Act, 2013 read with Regulation
19 of the SEBI Listing Regulations and its terms of reference are as follows:
223(a) Identifying and nominating, for the approval of the Board and ultimately the shareholders, candidates to fill
Board vacancies as and when they arise as well as putting in place plans for succession, in particular with
respect to the Chairperson of the Board and the Chief Executive Officer;
(b) Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel
and other employees;
(c) The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate
to the working of the Company and its goals.
(d) Formulation of criteria for evaluation of performance of independent directors and the Board;
(e) Devising a policy on Board diversity;
(f) Evaluating the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
preparing a description of the role and capabilities required of an independent director, for every appointment
of an independent director. Ensuring that the person recommended to the Board for appointment as an
independent director has the capabilities identified in such description. Further, for the purpose of identifying
suitable candidates, the Nomination and Remuneration Committee may:
(i) use the services of an external agencies, if required;
(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(iii) consider the time commitments of the candidates;
(g) Identifying persons, who are qualified to become directors or who may be appointed in senior management
in accordance with the criteria laid down, recommending to the Board their appointment and removal and
carrying out evaluation of every director’s performance and specifying the manner for effective evaluation of
performance of Board, its committees and individual directors, to be carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency and reviewing its
implementation and compliance. The Company shall disclose the remuneration policy and the evaluation
criteria in its annual report;
(h) Determining whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors;
(i) Recommending remuneration of executive directors and any increase therein from time to time within the
limit approved by the members of the Company;
(j) Recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of
the Board and its committees, remuneration for other services, commission on profits;
(k) Recommending to the Board, all remuneration, in whatever form, payable to senior management;
(l) Performing such functions as are required to be performed by the compensation committee under the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, as amended;
(m) Engaging the services of any consultant/professional or other agency for the purpose of recommending
compensation structure/policy;
(n) Analyzing, monitoring and reviewing various human resource and compensation matters;
224(o) Reviewing and approving compensation strategy from time to time in the context of the then current Indian
market in accordance with applicable laws;
(p) Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable
laws in India or overseas, including:
(i) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended; or
(ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
relating to the Securities Market) Regulations, 2003, as amended; and
(q) Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing
Regulations, the Companies Act, or other applicable law.”
3. Corporate Social Responsibility Committee (“CSR Committee”)
The CSR Committee was constituted pursuant to resolution of our Board dated November 28, 2024. The current
constitution of the CSR Committee is as follows:
Name of Director Position in the committee Designation
Rinku Vikas Arora Chairperson Chairperson and Independent Director
Sharad Khandelwal Member Managing Director
Ajay Pancholi Member Non-executive Director
The terms of reference of the CSR Committee framed in accordance with Section 135 of the Companies Act, 2013,
shall be restated as under:
(a) Formulating and recommending to the Board, the policy on corporate social responsibility (“CSR”, and such
policy, the “CSR Policy”), indicating the CSR activities to be undertaken as specified in Schedule VII of the
Companies Act;
(b) Identifying corporate social responsibility policy partners and corporate social responsibility policy
programmes;
(c) Recommending the amount of expenditure to be incurred on the CSR activities and the distribution of the
same to various corporate social responsibility programmes undertaken by the Company;
(d) Formulating the annual action plan of the Company;
(e) Delegating responsibilities to the CSR team and supervising proper execution of all delegated responsibilities;
(f) Monitoring the CSR Policy and CSR programmes and their implementation by the Company from time to
time and issuing necessary directions as required for proper implementation and timely completion of CSR
programmes; and
(g) Performing such other activities as may be delegated by the Board and/or prescribed under any law to be
attended to by the Corporate Social Responsibility Committee.”
4. Stakeholders Relationship Committee (“SRC”)
The SRC was constituted pursuant to resolution of our Board dated November 28, 2024. The current constitution of
the SRC is as follows:
Name of Director Position in the committee Designation
Rinku Vikas Arora Chairperson Chairperson and Independent Director
Sharad Khandelwal Member Managing Director
Ajay Pancholi Member Non-executive Director
The scope and function of the SRC is in accordance with Regulation 20 of the SEBI Listing Regulations and its terms
of reference are as follows:
(a) Redressal of grievances of the shareholders, debenture holders and other security holders of the Company
including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
225declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly
reporting of such complaints;
(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;
(c) Investigating complaints relating to allotment of shares, approving transfer or transmission of shares,
debentures or any other securities; reviewing adherence to the service standards adopted by the Company in
respect of various services being rendered by the registrar and share transfer agent and recommending
measures for overall improvement in the quality of investor services;
(d) Reviewing the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the Company;
(e) Reviewing adherence to the service standards adopted by the Company in respect of various services being
rendered by the registrar and share transfer agent;
(f) Formulating procedures in line with the statutory guidelines to ensure speedy disposal of various requests
received from shareholders from time to time;
(g) Approving, registering, refusing to register transfer or transmission of shares and other securities;
(h) Giving effect to dematerialisation of shares and re-materialisation of shares, sub-dividing, consolidating
and/or replacing any share or other securities certificate(s) of the Company, compliance with all the
requirements related to shares, debentures and other securities from time to time;
(i) Issuing duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies)
certificate(s) of the Company; and
(j) Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing
Regulations and the Companies Act or other applicable law or by any regulatory authority and performing
such other functions as may be necessary or appropriate for the performance of its duties;
5. Risk Management Committee (“RMC”)
The RMC was constituted pursuant to resolution of our Board dated November 28, 2024. The current constitution of
the RMC is as follows:
Name of Director Position in the committee Designation
Rinku Vikas Arora Chairperson Chairperson and Independent Director
Sharad Khandelwal Member Managing Director
Sheetalkumar Dak Member Independent Director
The scope and function of the RMC is in accordance with Regulation 21 of the SEBI Listing Regulations and its terms
of reference shall be as follows:
(i) To formulate a detailed risk management policy which shall include:
• framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, Environmental,
Social and Governance (ESG) related risks), information, cyber security risks or any other risk as
may be determined by the Committee;
• Measures for risk mitigation including systems and processes for internal control of identified risks;
and
• Business continuity plan.
(ii) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
(iii) To monitor and oversee implementation of the risk management policy of the Company, including evaluating
the adequacy of risk management systems;
226(iv) To periodically review the risk management policy of the Company, at least once in two years, including by
considering the changing industry dynamics and evolving complexity;
(v) To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken
(vi) To set out risk assessment and minimization procedures and the procedures to inform the Board of the same;
(vii) To frame, implement, review and monitor the risk management policy for the Company and such other
functions, including cyber security;
(viii) To review the status of the compliance, regulatory reviews and business practice reviews;
(ix) To review and recommend the Company’s potential risk involved in any new business plans and processes;
(x) To review the appointment, removal and terms of remuneration of the chief risk officer, if any; and
(xi) To perform such other activities as may be delegated by the Board and/or prescribed under any law to be
attended to by the Risk Management Committee.”
227Management organization chart
228Key Managerial Personnel and Senior Management
Brief profiles of our Key Managerial Personnel
In addition to Sharad Khandelwal whose details are disclosed under “– Brief profiles of our Directors” on page 217 above, the
details of our other Key Managerial Personnel as on the date of this Red Herring Prospectus are set forth below:
Raakesh Jagdish Jhunjhunwala is the Chief Financial Officer of our Company. He has been associated with our Company
since October 1, 2024. He holds a post graduate diploma in finance management and advanced diploma in business
administration from Prin. L.N. Welingkar Institute of Management, Development and Research Mumbai. He is currently
involved in overseeing the financial operations of the Company including banking, financial planning, risk management and
financial reporting. He has more than 11 years of experience in the field of finance and accounts. In the Fiscal Year 2025, he
received a remuneration of ₹ 3.21 million from our Company.
Sarita Tufani Vishwakarma is the Company Secretary and Compliance Officer of our Company. She has been associated
with our Company since October 8, 2024. She holds a bachelor’s degree in commerce from University of Mumbai and is also
a member of the Institute of Company Secretaries of India. She is currently involved in the compliance and secretarial functions
in our Company. She was previously associated with Magenta EV Solutions Private Limited, Paras Defence & Space
Technologies Limited. She has over 6 years of experience in the field of secretarial matters and corporate governance. In the
Fiscal Year 2025, she received a remuneration of ₹ 0.70 million.
Brief profiles of our Senior Management
In addition to Raakesh Jagdish Jhunjhunwala and Sarita Tufani Vishwakarma, whose details are provided in “- Brief profiles
of our Key Managerial Personnel” on page 229 above, the details of other Senior Management, is set forth below:
Raj Kumar Duli Chand Varma is the Chief Operating Officer of Electronics Bazaar FZC and has been associated with us
since October 5, 2021. He holds a bachelor’s degree in commerce from University of Mumbai. He is currently responsible for
overseeing daily operations and drive operational efficiency. He was previously associated with Kay Kay Overseas Corporation.
He has over 24 years of experience in the field of operations. In the Fiscal Year 2025, he received a remuneration of ₹ 21.12
million from Electronics Bazaar FZC.
Kushlesh Ramesh Sadhu is the Chief Product Officer (India) of our Company. He has been associated with our Company
since March 18, 2016. He holds a bachelor’s degree in management studies from University of Mumbai and a master’s degree
in business administration (part time) (marketing) from Narsee Monjee Insititute of Management Studies, Mumbai. He is
currently involved in development and execution of product roadmap. He was previously associated with Teamlease Services
Private Limited, eSys Information & Technologies Limited, TATA Consultancy Services Limited, Hewlett-Packard India Sales
Private Limited, Lenovo (India) Private Limited and QlikeTech India Private Limited He has over 17 years of experience in the
field of sales and products. In the Fiscal Year 2025, he received a remuneration of ₹ 5.33 million.
Ashita Tejas Pandya is the Head of Accounts (India) of our Company. She has been associated with our Company since
October 1, 2016. She holds a bachelor’s degree in commerce from University of Mumbai and is also a member of Institute of
Chartered Accountants of India. She is currently involved in managing accounting operations, ensuring company’s accounting
practices comply with financial regulations and standards, and audit requirements. She was previously associated with Skanem
India Private Limited. She has over 13 years of experience in the field of accounts. In the Fiscal Year 2025, she received a
remuneration of ₹ 2.00 million.
Mansi Prashant Jadhav is the Finance Controller of Electronics Bazaar FZC and has been associated with us since December
1, 2016. She holds a bachelor’s degree in commerce and master’s degree in commerce from University of Mumbai. She is
currently involved in overseeing financial reporting and analysis, managing budgeting process and banking operations. She was
previously associated with B.B Negandhi & Company. and Just Video Broadcast Private Limited. She has over 11 years of
experience in the field of accounts. In the Fiscal Year 2025, she received a remuneration of ₹ 5.10 million from Electronics
Bazaar FZC.
Vipul Gupta is the Chief Product Officer (International) of Electronics Bazaar FZC and has been associated with us with effect
from April 10, 2017. In his current role, he leads the product development and management for international markets,
identifying opportunities for global market expansion and adapt products to meet regional preferences. He holds a bachelor’s
degree in computer applications from Birla Institute of Technology, Ranchi and a master’s degree in computer applications
from VIT University, Tamil Nadu. He has 9 years of work experience in, among others, managing sales and procurement. Prior
to joining Electronics Bazaar FZC, he was associated with our Company, Deloitte Consulting India Private Limited. During
Financial Year 2025, he received a remuneration of ₹ 9.15 million from Electronics Bazaar FZC.
Harsh Prashant Jadhav is the Head of Procurement (International) of Electronics Bazaar FZC and has been associated with
us since October 7, 2022. He holds a bachelor’s degree in technology (mechanical engineering) and a master’s degree in
229business administration in technology management from Narsee Monjee Insititute of Management Studies, Mumbai. He is
currently involved in development and execution of procurement strategies, establish and maintain relationships with suppliers,
overseeing inventory levels and risk management functions. He was previously associated with Service Lee Technologies
Private Limited and B2X Service Solutions Private Limited. He has 10 years of experience in the field of strategic sourcing,
supply chain management, business development. In the Fiscal Year 2025, he received a remuneration of ₹ 5.31 million from
Electronics Bazaar FZC.
Rohan Shukla is the Head of Sales (International) of Electronics Bazaar FZC and has been associated with us since January
15, 2023. He holds a bachelor’s degree in metallurgical and materials engineering from Visvesvaraya National Institute of
Technology, Nagpur and a post graduate diploma in management from Goa Institute of Management. He is currently involved
in development and implementation of sales strategies, maintain relationships with key international clients and identification
of new market opportunities. He was previously associated with Dell International Services India Private Limited. He has 7
years of experience in the field of sales management, marketplace business and production. In the Fiscal Year 2025, he received
a remuneration of ₹ 5.52 million from Electronics Bazaar FZC.
Status of the Key Managerial Personnel and Senior Management
All our Key Managerial Personnel and members of Senior Management are permanent employees of our Company or our
Subsidiaries.
Retirement and termination benefits
Except applicable statutory benefits, none of our Key Managerial Personnel and members of Senior Management would receive
any benefits on their retirement or on termination of their employment with our Company.
Family relationships of Directors with Key Managerial Personnel and Senior Management
Except as stated in “Our Management – Relationship between our Directors” on page 217 and Mansi Prashant Jadhav and
Harsh Prashant Jadhav who are siblings, none of our Key Managerial Personnel or members of Senior Management are related
to any of our Directors, or Key Managerial Personnel and Senior Management of the Company.
Arrangements and understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel and members of Senior Management have been selected pursuant to any arrangement
or understanding with any major Shareholders, customers or suppliers of our Company, or others.
Shareholding of the Key Managerial Personnel and Senior Management
Except as stated in “Our Management – Shareholding of our Directors” on page 219, none of the Key Managerial Personnel
and members of Senior Management hold any Equity Shares as on date of this Red Herring Prospectus.
Payment or benefits to Key Managerial Personnel and Senior Management
Our Company has not paid any compensation or granted any benefit on an individual basis to any of our Key Managerial
Personnel or members of Senior Management (including contingent or deferred compensation) other than the remuneration as
disclosed above in “– Terms of appointment of our Executive Director” and “-Key Managerial Personnel and Senior
Management” on page 218 and 229 respectively.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management
Our Company does not have any performance linked bonus or a profit-sharing plan for our Key Managerial Personnel and
members of Senior Management as on the date of this Red Herring Prospectus.
Interest of Key Managerial Personnel and Senior Management
Other than our Managing Director, our other Key Managerial Personnel and members of Senior Management are interested in
our Company only to the extent of the remuneration or benefits to which they are entitled in accordance with the terms of their
appointment or reimbursement of expenses incurred by them during the ordinary course of business by our Company or any
dividend payable to them. For details of the interest of the Executive Director and Non-executive Directors of our Company,
see “–Interest of Directors” on page 219.
Further, other than our Managing Director, our other Key Managerial Personnel and members of Senior Management, may also
be deemed to be interested to the extent of stock options to be granted or Equity Shares to be allotted pursuant to the exercise
of options to be granted to them under the ESOS 2024. For details, see “Capital Structure – Employee Stock Option Plan” on
page 88.
230Changes in the Key Managerial Personnel and Senior Management in last three years
The changes to our Key Managerial Personnel and Senior Managerial Personnel during the three years immediately preceding
the date of this Red Herring Prospectus are set forth below.
Name Date of Reason
appointment/cessation
Sarita Tufani Vishwakarma October 8, 2024 Appointment as the Company Secretary and Compliance Officer of our
Company.
Raakesh Jagdish Jhunjhunwala October 1, 2024 Appointment as the Chief Financial Officer of our Company
Rohan Shukla January 15, 2023 Appointment as the Head of Sales (International) of Electronics Bazaar
FZC
Mansi Prashant Jadhav December 1, 2022 Appointment as the Finance Controller of Electronics Bazaar FZC
Harsh Prashant Jadhav October 7, 2022 Appointment as the Head of Procurement (International) of Electronics
Bazaar FZC
Note: This does not include changes in designations.
Further, the attrition rate of the Key Managerial Personnel and member of Senior Management of our Company is not high as
compared to our peers. Set forth is the attrition rate for our employees, key managerial personnel and senior management for
Fiscal 2025, Fiscal 2024 and Fiscal 2023:
(in % unless otherwise indicated)
Particulars As of or for the
Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of employees 1,194 837 404
Employee attrition rate 6.51% 4.71% 7.25%
Key managerial personnel and senior managerial personnel - - -
attrition rate
Payment or benefit to officers of our Company (non-salary related)
No amount or benefit has been paid or given since incorporation or intended to be paid or given to any officer of the Company,
including our Key Managerial Personnel and members of Senior Management.
Employee stock options
For details about the employee stock options, see “Capital Structure – Employee Stock Option Plan” on page 88.
231OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
Sharad Khandelwal, Vidhi Sharad Khandelwal (“Individual Promoters”), Kay Kay Overseas Corporation (“Promoter Firm”)
and Amiable Electronics Private Limited (“Corporate Promoter”) are the Promoters of our Company.
As on the date of this Red Herring Prospectus, our Promoters’ shareholding in our Company is as follows:
S. No. Name of the Promoter Number of Equity Shares Percentage of the pre-Offer issued, subscribed and paid-
of face value of ₹2 each* up Equity Share capital (in %)
1. Sharad Khandelwal 17,965,860 18.50
2. Vidhi Sharad Khandelwal 17,970,870 18.50
3. Amiable Electronics Private 55,651,080 57.29
Limited
Total 91,587,810 94.29
* Kay Kay Overseas Corporation does not hold any Equity Shares.
For details, see “Capital Structure – Details of shareholding of our Promoters and members of our Promoter Group in our
Company” on page 83.
Details of our Promoters are as follows:
Individual Promoters:
Sharad Khandelwal
Sharad Khandelwal, aged 53 years, is a Promoter of our Company.
Date of Birth: August 23, 1971
Address: A/304, Akruti Nova, Andheri East, Opposite Telli Gali, Mumbai –
400069, Maharashtra, India.
Permanent Account Number: ADMPK3445Q
For the complete profile of Sharad Khandelwal, along with details of his
educational qualifications, professional experience, position/posts held in the
past and directorships held, please see “Our Management – Board of
Directors” on page 215.
Vidhi Sharad Khandelwal
Vidhi Sharad Khandelwal, aged 51 years, is a Promoter of our Company.
Date of Birth: October 7, 1973
Address: A/304, Akruti Nova, Andheri East, Opposite Telli Gali, Mumbai –
400069, Maharashtra, India.
Permanent Account Number: AJTPK3619B
For the complete profile of Vidhi Sharad Khandelwal, along with details of
her educational qualifications, professional experience, position/posts held in
the past and directorships held, please see “Our Management – Board of
Directors” on page 215.
232Our Company confirms that the Permanent account numbers, bank account numbers, Aadhaar card number and passport number
of our Individual Promoters have been submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus.
Vidhi Khandelwal, one of our Individual Promoters, does not have hold a driving license.
Promoter Firm
Kay Kay Overseas Corporation (“KKOC”)
Information
KKOC was registered as a partnership firm under the Indian Partnership Act, 1932 vide a partnership deed dated August 1,
1995 and registered with the Assistant Registrar of Firms at Mumbai, Maharashtra pursuant to a certificate of registration dated
May 30, 2018.
The principal place of business of KKOC is situated at 415, Professor NS Phadke Rd, Vijay Nagar, Andheri East, Mumbai,
Maharashtra 400069.
KKOC is currently engaged in the business of manufacturing, trading and distribution of all type of computers, computer
peripherals, smart phones, electronic items, personal care appliances, medical technology devices, toys, video games and allied
items.
There have been no changes to the primary business activities undertaken by KKOC.
Partners of KKOC
Name of the Partner Profit / loss sharing ratio (in %)
Sharad Khandelwal 50
Vidhi Sharad Khandelwal 50
Our Company confirms that the PAN, bank account number of KKOC and address of the registrar of firms where it was
registered, have been submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus.
Corporate Promoter:
Amiable Electronics Private Limited (“AEPL”)
Corporate information
AEPL was incorporated as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation
dated July 4, 2012 issued by the Registrar of Companies, Maharashtra at Mumbai.
The registered office of AEPL is situated at Unit No. 415, Hubtown Solaris, N S Phadke Marg, Andheri East, Mumbai – 400
069, Maharashtra, India. The CIN of AEPL is U72300MH2012PTC232954.
AEPL is currently engaged in the business of ICT distribution.
There have been no changes to the primary business activities undertaken by AEPL.
Board of directors
The board of directors of AEPL comprises the following persons:
1. Sharad Khandelwal; and
2. Vidhi Sharad Khandelwal.
Capital structure
The capital structure of AEPL as on date of this Red Herring Prospectus is as follows:
Particulars Number of equity shares of face value of ₹ 10 each
Authorised equity share capital of ₹ 71,000,000 7,100,000
Issued, subscribed and paid-up equity share capital of ₹ 638,050 63,805
233Shareholding pattern
The shareholding pattern of AEPL as on date of this Red Herring Prospectus is as follows:
S. No. Name of the shareholder Number of equity shares Percentage of shareholding (in %)
1. KKOC 46,120 72.28
2. Sharad Khandelwal 8,843 13.86
3. Vidhi Sharad Khandelwal 8,842 13.86
Total 63,805 100.00
Change in control
There has been no change in control of AEPL in the three years preceding the date of this Red Herring Prospectus.
Our Company confirms that the PAN, bank account number(s), company registration number of AEPL and address of the RoC,
where AEPL is registered, shall be submitted to the Stock Exchanges at the time of filing this Red Herring Prospectus.
Details of the promoters of AEPL
The promoters of AEPL are Sharad Khandelwal, Vidhi Sharad Khandelwal and KKOC.
Change in control of our Company
There has not been any change in control of our Company in the five years immediately preceding the date of this Red Herring
Prospectus. However pursuant to a resolution dated November 22, 2024, adopted by the Board of Directors, Kay Kay Overseas
Corporation has been identified as a Promoter with effect from November 22, 2024.
Except as disclosed above, there has not been any change in control of our Company in the five years immediately preceding
the date of this Red Herring Prospectus.
Other ventures of our Promoters
Other than as disclosed in “- Promoter Group – Entities forming part of our Promoter Group”, “History and Certain Corporate
Matters- Our Subsidiaries” and “Group Company” on pages 235, 209 and 325, our Promoters are not involved in any other
ventures.
Interests of Promoters
Our Promoters are interested in our Company: (i) to the extent that they have promoted our Company; (ii) to the extent of their
direct or indirect shareholding in our Company, the shareholding of their relatives and entities in which our Promoters are
interested and which hold Equity Shares in our Company; and (iii) the dividend payable upon such shareholding and any other
distributions in respect of their shareholding in our Company or the shareholding of their relatives or such entities, if any. For
further details, see “Capital Structure – Details of Shareholding of our Promoters and members of our Promoter Group in our
Company” on page 83. Additionally, our Promoters may be interested in transactions entered into by our Company or our
Subsidiaries with them, their relatives or other entities (i) in which our Promoters hold shares, directly or indirectly or (ii) which
are controlled by our Promoters.
No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are interested,
in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as a Director or Promoter or
otherwise for services rendered by our Promoters, or by such firm or company, in connection with the promotion or formation
of our Company.
Interest in property, land, construction of building and supply of machinery
Except as disclosed below and in “Restated Consolidated Financial Information – Note 38 Related party disclosure in respect
of Ind AS 24” ‘Our Management - Interest of Directors’ and “Risk Factors” on pages 275, 219 and 26 , our Promoters do not
have any interest in any property acquired by our Company in the three years preceding the date of this Red Herring Prospectus
or proposed to be acquired by our Company or in any transaction by our Company with respect to the acquisition of land,
construction of building or supply of machinery.
• Our Registered and Corporate Office has been leased to us by our Promoter Firm for at monthly rent of ₹ 125,000.
234Payment or benefits to Promoters or Promoter Group
Except as disclosed herein and as stated in “Restated Consolidated Financial Information – Note 38 Related party disclosure
in respect of Ind AS 24” on page 275, there has been no payment or benefits by our Company to our Promoters or any of the
members of our Promoter Group during the two years preceding the date of this Red Herring Prospectus nor is there any
intention to pay or give any benefit to our Promoters or any members of our Promoter Group as on the date of this Red Herring
Prospectus.
Companies or firms with which our Promoters have disassociated in the last three years
Our Promoters have not dissociated themselves from any companies or firms in the three years preceding the date of this Red
Herring Prospectus:
Material guarantees
As on the date of this Red Herring Prospectus, our Promoters have not given any material guarantee to any third party with
respect to the Equity Shares.
Promoter Group
In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:
Natural persons who are part of our Promoter Group
The natural persons who are part of our Promoter Group, other than our Individual Promoters, are as follows:
Name of our Promoter Name of member of our Promoter Group Relationship with our Individual Promoter
Sharad Khandelwal Pramila Khandelwal Mother
Vivek Khandelwal Brother
Karuna Rajendra Ringshia Sister
Govind Narain Khandelwal Son
Sohum Khandelwal Son
Satya Narain Rawat Spouse’s father
Meera Rawat Spouse’s mother
Nidhee Khandelwal Spouse’s sister
Shubhra Dhamani Spouse’s sister
Ashish Rawat Spouse’s brother
Vidhi Sharad Khandelwal Satya Narain Rawat Father
Meera Rawat Mother
Govind Narain Khandelwal Son
Sohum Khandelwal Son
Nidhee Khandelwal Sister
Shubhra Dhamani Sister
Ashish Rawat Brother
Pramila Khandelwal Spouse’s mother
Vivek Khandelwal Spouse’s brother
Karuna Rajendra Ringshia Spouse’s sister
Entities forming part of our Promoter Group
The companies, bodies corporates, HUFs, trusts and firms forming part of our Promoter Group, other than our Corporate
Promoter and Promoter Firm, are as follows:
1. ADG Jewels LLC;
2. Ashish Exports;
3. Electronics Bazar Inc. (USA);
4. Fine Facets USA Inc;
5. Gems Facets USA Inc;
6. Gems World HK Limited;
2357. Precious Holdings LLC;
8. R R Enterprises;
9. R2 Ventures;
10. Rajendra Ringshia HUF;
11. RBG Holdings LLC;
12. Royal Blue Alaska LLC;
13. Royal Touch LLC;
14. Shubh Kitchen LLC; and
15. Sparkling Facets Inc.
236DIVIDEND POLICY
Our Company has adopted a dividend distribution policy (“Dividend Policy”) pursuant to a resolution of the Board dated
December 4, 2024. In accordance with the dividend policy of our Company, our Articles of Association and the Companies
Act, the Board shall determine the dividend for a particular period based on available financial resources, investment
requirements and taking into account optimal shareholder return, and other parameters set out in the Dividend Policy.
In terms of our Dividend Policy, the quantum of dividend, if any, and our ability to pay dividends will depend on several factors,
including but not limited to internal factors, such as the profitability, cash flow position, accumulated reserves and debt
servicing. In addition, our ability to pay dividends may be impacted by a number of external factors, including but not limited
to economic environment, business cycle, tax regime, industry outlook, regulatory framework and Government policies.
Our Company has not declared and paid any dividends on the Equity Shares during the period from April 1, 2025, until the date
of this Red Herring Prospectus and during Fiscal 2025, Fiscal 2024 and Fiscal 2023.
There is no guarantee that any dividends will be declared or paid by our Company in the future. For details, see “Risk Factors
– Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements,
capital expenditures and restrictive covenants of our financing arrangements” on page 50.
237SECTION VI – FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
[The remainder of this page has intentionally been left blank]
238INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED FINANCIAL
INFORMATION
The Board of Directors
GNG ELECTRONICS LIMITED (Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
Unit No 415, Hubtown Solaris
N.S. Phadke Marg,
Andheri (East), Mumbai,
Maharashtra, India, 400069
Dear Sirs,
1. We have examined the attached Restated Consolidated Financial Information of GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED) (the “Company” or the “Issuer”) and its
subsidiaries (the Company and its subsidiaries together referred to as the “Group”), comprising the Restated
Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 , the
Restated Consolidated Statements of Profit and Loss (including other comprehensive income), the Restated
Consolidated Statement of Changes in Equity, the Restated Consolidated Cash Flow Statement for the year ended
March 31, 2025, March 31, 2024 and March 31, 2023, the Summary Statement of Material Accounting Policies,
and other explanatory information (collectively, the “Restated Consolidated Financial Information”, as approved
by the Board of Directors of the Company at their meeting held on July 6, 2025 for the purpose of inclusion in the
RHP Red Herring Prospectus (“RHP”) prepared by the Company in connection with its proposed Initial Public Offer
of equity shares (“IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended (“ICDR Regulations”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
2. Management’s Responsibility
The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated Financial
Information for the purpose of inclusion in the RHP to be filed with Securities and Exchange Board of India, BSE
Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”) (collectively, “the Stock Exchanges”)
in connection with the proposed IPO. The Restated Consolidated Financial Information have been prepared by the
management of the Company on the basis of preparation stated in note 2.1 to the Restated Consolidated Financial
Information. The respective Board of Directors of the companies included in the Group are responsible for designing,
implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated
Consolidated Financial Information. The respective Board of Directors of the Companies included in the Group are
also responsible for identifying and ensuring that the companies in the Group complies with the Act, ICDR Regulations
and the Guidance Note.
3. We have examined the Restated Consolidated Financial information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement
letter dated September 02, 2024 and April 04, 2025 in connection with the proposed IPO of equity shares of
the Company;
b) The Guidance Note and SEBI Communication: The Guidance Note also requires that we comply with the
ethical requirements of the Code of Ethics issued by the ICAI;
c) Concepts of test check and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Consolidated Financial Information;
d) The requirements of Section 26 of the Act and the ICDR Regulations; and
e) The general directions dated October 28, 2021, received from Securities and Exchange Board of India (SEBI)
by the Company through the Book Running Lead Managers (the “SEBI Communication”)
2394. The Restated Consolidated Financial Information has been compiled by the management of the Company from:
a) audited consolidated Ind AS financial statements of the Group as at and for the year ended March 31, 2025
prepared in accordance with Indian Accounting Standard (Ind AS), specified under section 133 of the Act
read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles
generally accepted in India and specifically discussed in Note No. 2.1 (i), which have been approved by the
Board of Directors at their meeting held on July 6, 2025.
b) audited special purpose Consolidated Ind AS financial statements of the Group as at and for the year ended
March 31, 2024, and March 31, 2023 (“Special Purpose Restated Consolidated Ind AS Financial
Statements”) prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”), as
prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as
amended, and other accounting principles generally accepted in India, and refer Note 2.1 (ii) which have been
approved by the Board of Directors at their meeting held December 4, 2024.
5. For the purpose of our examination, we have relied on:
a) Auditors’ report issued by us dated July 6, 2025 on the audited consolidated Ind AS financial statements of
the Group for the year ended March 31 2025; and
b) Auditors’ report issued by us dated December 4, 2024 on the audited special purpose consolidated financial
statements of the Group as referred in Paragraph 4 (b) and above;
6. As indicated in our audit reports referred above:
a) We did not audit the Consolidated financial statements for the Financial Year ended March 31, 2025, March
31, 2024 and standalone financial statement for the year ended March 31, 2023, of subsidiary Electronic
Bazaar FZC Incorporated in UAE. The Consolidated Financial Statement for the year ended March 31, 2025
and March 31, 2024 was audited by NBN Auditing of Accounts. The Standalone Financial for the year ended
March 31, 2023 was audited by Kothari Auditors & Accountants, whose share of total assets, total revenues,
net cash inflows / (outflows) for the relevant years is tabulated below, which have been audited by other
auditors , and whose reports have been furnished to us by the Company’s management and our opinion on
the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect
of these components, is based solely on the reports of the other Auditors,
(Rs. in Million)
Electronic Bazaar FZC Total Assets Total Revenue Net Cash Flow
For the year ending March 31, 2025 3950.39 9412.74 182.83
For the year ended March 31, 2024 2539.93 5649.83 87.28
For the year ended March 31, 2023 1034.37 3316.82 25.89
b) The consolidated financial statements of subsidiary Electronics Bazaar FZC Incorporated in UAE also
includes unaudited figure of its step down subsidiary company Bright World Technology incorporated in
USA for the Financial Year ended March 31, 2025 and March 31, 2024 and Kay Kay Overseas Corporation
incorporated in USA, for the Financial Year ended March 31, 2025, which are not subject to audit as per the
local law of the country of incorporation.The share of total assets, total revenues, net cash inflows / (outflows)
for the relevant years is tabulated below
(Rs. in Million)
Bright World Technology Total Assets Total Revenue Net Cash Flow
For the year ending March 31, 2025 38.56 861.70 7.69
For the year ended March 31, 2024 37.72 76.25 2.25
Kay Kay Overseas Corporation incorporated in Total Assets Total Revenue Net Cash Flow
USA
For the year ending March 31, 2025 18.43 17.29 0.84
c) Our opinion on the restated consolidated financial information relies on reports of other auditors as detailed
above. We have performed no additional audit procedures with respect to the financial information of these
components. Accordingly, our opinion is not modified but is limited to the extent of reliance placed on their
audit reports.
2407. We have examined the restated consolidated financial information and have confirmed that the restated consolidated
financial information:
a) have been prepared after incorporating adjustments for the changes in accounting policies, any material errors
and regrouping/reclassifications retrospectively for the financial years ended March 31, 2025, March 31, 2024
and March 31, 2023, to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed by the company, as stated in note 2.1 (i) and (ii);
b) there are no qualifications in the auditor’s reports on the audited Ind AS financial statements of the Group as
at and for the year ended March 31, 2025, and the special purpose consolidated financial statements of the
Group as at and for the years ended March 31, 2024 and March 31, 2023 which require any adjustments to
the Restated Consolidated Financial Information;
c) have been prepared in accordance with the Act, ICDR Regulations, the Guidance Note and SEBI
Communication.
8. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the
respective dates of the reports on the Consolidated Ind AS Financial Statements mentioned in paragraph 4 above..
9. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued
by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
11. Our report is intended solely for use of the Board of Directors for inclusion in the RHP to be filed with Securities and
Exchange Board of India, BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”)
(collectively, “the Stock Exchanges”) and Registrar of Companies, Maharashtra in connection with the proposed IPO.
Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing.
Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person
to whom this report is shown or into whose hands it may come without our prior consent in writing.
For Shankarlal Jain & Associates LLP
Chartered Accountants
Firm Registration No. 109901W/W100082
Satish Jain
Partner
Membership No. 048874
UDIN: 25048874BMJHCR5195
Place: Mumbai
Date: July 6, 2025
241GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Restated Consolidated Statement of Assets and Liabilities
(₹ in Million)
Particulars Note As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
ASSETS
(A)Non-current assets
a) Property, plant and equipment 3 3 50.14 312.90 78.86
b) Capital work in progress - - 6.99
c) Right-of-use assets 4 6 2.97 94.88 87.90
d) Financial assets
(i) Other financial assets 5 3 0.89 8 1.86 30.56
e) Deferred tax assets 6 - - 2.13
f) Other non-current assets 7 1 .34 1.49 1.99
4 45.34 4 91.13 208.43
(B) Current assets
a) Inventory 8 4 ,865.66 3,142.62 1,349.96
b) Financial assets
(i) Investments 9 - 70.12 -
(ii) Trade receivables 10 6 76.16 1,169.06 911.44
(iii) Cash and cash equivalents 11 5 0.51 49.92 20.60
(iv) Bank balances other than cash and cash equivalents 12 5 57.30 629.13 253.70
c) Current Tax Assets (Net) - 9.68 11.29
d) Other current assets 13 5 99.64 296.57 99.61
6 ,749.27 5 ,367.10 2,646.59
Total assets 7 ,194.61 5 ,858.24 2,855.02
EQUITY AND LIABILITIES
Equity
a) Equity share capital 14 194.27 0.39 0.39
b) Other equity 15 2,070.28 1,631.02 1,115.56
Equity attributable to owners of the Holding company 2 ,264.55 1 ,631.41 1 ,115.95
Non controlling interest 6.74 4.39 2.32
Total equity 2 ,271.29 1 ,635.80 1,118.26
Liabilities
Non-current liabilities
a) Financial liabilities
(i) Borrowings 16 727.99 81.77 131.31
(ii) Lease liabilities 17 29.14 67.92 65.21
b) Provisions 18 8.67 4.07 1.62
c) Deferred Tax Liabilities 6 18.82 8.96 -
784.62 1 62.73 198.14
Current liabilities
a) Financial liabilities
(i) Borrowings 19 3,615.58 3,096.33 1,006.24
(ii) Lease liabilities 20 39.54 26.36 18.43
(iii) Trade payables 21
(a) total outstanding dues of micro and small enterprises 8.85 - -
(b) total outstanding dues other than micro and small enterprises 258.32 841.16 104.05
(iv) Other Liabilities 22 125.64 45.22 382.67
b) Provisions 23 59.45 44.53 20.74
c) Current Tax Liability (Net) 23.39 - -
d) Other current liabilities 24 7.94 6.11 6.48
4 ,138.70 4 ,059.71 1,538.61
Total liabilities 4 ,923.32 4 ,222.44 1,736.75
Total Equity and liabilities 7 ,194.61 5 ,858.24 2,855.02
Material Accounting Policies 2
Notes Forming Part of Restated Consolidated financial statements. 1-48
As per our report of even date
For Shankarlal Jain & Associates LLP For and on Behalf of board of Directors of
Chartered Accountants GNG ELECTRONICS LIMITED
Firm Regn No.: 109901W/W100082 (Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
SATISH JAIN Sharad Khandelwal Vidhi Khandelwal
Partner Managing Director Director
Membership No : 48874 DIN: 03282602 DIN: 03285189
Place : Mumbai Place :Mumbai Place :Mumbai
Date : July 06, 2025 Date:July 06, 2025 Date: July 06, 2025
Raakesh Jhunjhunwala Sarita Tufani Vishwakarma
Chief Financial Officer Company Secretary
M.No A59547
Place :Mumbai Place :Mumbai
Date:July 06, 2025 Date: July 06, 2025
242GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Restated Consolidated Statement of Profit and Loss
(₹ in Million)
Particulars Note For the period ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
I RInecvoemnuee
Revenue from Operations 25 1 4,111.10 1 1,381.38 6 ,595.42
Other income 26 9 2.56 5 6.59 3 2.44
Total income (I) 14,203.67 1 1,437.97 6,627.86
II Expenses
Direct cost 27 1 3,309.47 1 1,772.53 5,806.54
Changes in Inventory of Finished Goods 28 ( 1,723.04) (1,792.67) (222.56)
Employee benefits expense 29 7 71.11 3 55.94 1 96.16
Finance costs 30 3 83.50 2 39.27 1 18.41
Depreciation and amortisation expenses 31 9 4.51 3 6.54 2 7.80
Other expenses 32 5 84.68 2 53.13 3 47.32
Total expenses (II) 13,420.23 1 0,864.74 6,273.67
III Restated Profit Before exceptional items & taxes 783.43 5 73.23 3 54.19
IV Restated Profit Before taxes 783.43 5 73.23 3 54.19
(i) Current tax 7 2.93 3 9.10 3 0.00
(ii) Deferred tax 9 .86 1 1.08 ( 0.09)
(iii)Short/(Excess) Provisions of Income Tax of earlier years 1 0.31 - -
Total tax expenses 93.10 5 0.18 2 9.91
V Restated Profit for the year 690.33 5 23.05 3 24.28
VI Restated Other comprehensive income
Items that will not be reclassified to profit or loss
- Re-measurement gains/(losses) on defined benefit plans 0 .79 0 .42 ( 0.27)
Income tax effect on above items
Items that will be reclassified to profit or loss
Foreign Exchange difference on Translation of Foreign operations 6 .37 (5.93) ( 0.69)
Total Restated comprehensive income for the year 7.15 (5.51) (0.96)
Restated comprehensive income for the year 697.48 5 17.54 3 23.32
Restated Net Profit Attributable to:
Owners of the company 6 88.31 5 21.38 3 23.28
Non-Controlling interest 2 .02 1 .67 1 .00
Restated Other Comprehensive Income Attributable to:
Owners of the company 7.13 (5.49) (0.96)
Non-Controlling interest 0.03 (0.02) (0.00)
Restated Total Comprehensive Income Attributable to:
Owners of the company 695.44 5 15.47 3 22.32
Non-Controlling interest 2.04 2 .07 0 .99
Restated Earnings per equity share (in INR) face value INR 2 34
each attributable to equity shareholders of the present) (Refer
(1) Basic 7 .09 5 .37 3 .33
(2) Diluted 7 .09 5 .37 3 .33
Material Accounting Policies 2
Notes Forming Part of Restated Consolidated financial statements. 1-48
As per our report of even date
For Shankarlal Jain & Associates LLP For and on Behalf of board of Directors of
Chartered Accountants GNG ELECTRONICS LIMITED
Firm Regn No.: 109901W/W100082 (Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
SATISH JAIN Sharad Khandelwal Vidhi Khandelwal
Partner Managing Director Director
Membership No : 48874 DIN: 03282602 DIN: 03285189
Place : Mumbai Place :Mumbai Place :Mumbai
Date : July 06, 2025 Date: July 06, 2025 Date: July 06, 2025
Raakesh Jhunjhunwala Sarita Vishwakarma
Chief Financial Officer Company Secretary
M.No A59547
Place :Mumbai Place :Mumbai
Date: July 06, 2025 Date: July 06, 2025
243GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Restated Consolidated Statement of Cash Flow Statement
(₹ in Million)
For the period ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
A OPERATING ACTIVITIES
Profit before tax 783.43 5 73.23 3 54.19
Adjustment for:-
Depreciation and amortization 94.51 3 6.54 2 7.80
Fair value gain on shares and mutual funds-unrealised ( 3.83) (2.62) -
Interest Expenses 383.50 2 39.27 1 18.41
Interest income ( 52.11) (26.95) (12.03)
Foreign exchange Translation reserve 6.40 (5.93) (0.69)
Re-measurement gains/(losses) on defined benefit plans 0.79 0 .42 (0.27)
Operating profit/(loss) before working capital changes 1,212.69 8 13.95 4 87.41
Working capital adjustments:
(Increase)/Decrease in Inventories ( 1,723.04) (1,792.67) (222.56)
Increase/(Decrease) in Working Capital Loan (WCL)* 1,037.05 2 ,070.62 4 43.13
(Increase)/Decrease in trade receivables 492.90 (257.62) (489.61)
(Increase)/Decrease in Financial & Other current assets ( 251.94) (236.68) (40.66)
Increase/(Decrease) in current and non current provisions 19.51 2 3.79 1 3.03
Increase/(Decrease) in trade payables ( 573.99) 7 37.11 (9.67)
(Increase)/Decrease in Current Tax Assets (Net) 9.68 1 .61 (11.28)
Increase/(Decrease) in Current Tax Liability (Net) 23.39 - (2.63)
Increase/(Decrease) in Financial and other Current liabilities 82.25 (335.37) 1 12.35
Cash generated from/(used in) operations 3 28.49 1 ,024.75 2 79.51
Income tax paid (net of refunds) ( 83.24) ( 50.18) ( 29.91)
Net Cash flow generated from/(used in) operating activities (i) 2 45.25 9 74.57 2 49.59
B INVESTING ACTIVITIES
Purchase of property, plant and equipment, intangible assets including Capital
(99.91) (240.28) (23.18)
work in progress
Interest Income 52.11 2 6.95 1 2.03
Investment in mutual funds 73.96 (67.50)
Net Cash used in Investing activities (ii) 26.15 (280.83) (11.15)
C FINANCING ACTIVITIES
Proceeds from Long term Borrowings 230.70 0 .00 3 .65
Repayment of Long term Borrowings ( 102.29) (30.07) (40.05)
Payment of Lease Liabilities ( 25.52) (19.64) (20.88)
Proceeds from issue of equity shares 0 .05
Finance charges paid (383.50) (239.27) ( 118.41)
Payment of IPO Charges ( 62.02) - -
Net Cash generated from financing activities (iii) ( 342.64) (288.98) (175.65)
D Net increase/(decrease) in cash and cash equivalents (i+ii+iii) ( 71.24) 4 04.76 6 2.80
Cash and cash equivalents at the beginning of the year 679.05 2 74.29 2 11.49
Cash and cash equivalents at the end of the year 607.81 6 79.05 2 74.29
Notes to the Cash Flow Statement
The accompanying notes form an integral part of the financial statements.
As per our report of even date attached
Cash and Cash Equivalent Comprises of
Cash on Hand 1.59 1 .96 2 .35
Balance In Current account 48.92 4 7.96 1 8.25
Bank balances other than cash and cash equivalents 557.30 629.13 253.70
Cash and Cash Equivalent in Cash Flow Statement 607.81 6 79.05 2 74.29
*In accordance with the nature of the business, which is working capital-intensive and necessitates significant short-term working capital, the classification of
working capital borrowings as cash flow from operations is reflected by the Company as per the operational requirements of the business.
Material Accounting Policies 2
Notes Forming Part of Restated Consolidated financial statements. 1-48
As per our report of even date
For Shankarlal Jain & Associates LLP For and on Behalf of board of Directors of
Chartered Accountants GNG ELECTRONICS LIMITED
Firm Regn No.: 109901W/W100082 (Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
SATISH JAIN Sharad Khandelwal Vidhi Khandelwal
Partner Managing Director Director
Membership No : 48874 DIN: 03282602 DIN: 03285189
Place : Mumbai Place :Mumbai Place :Mumbai
Date : July 06, 2025 Date: July 06, 2025 Date: July 06, 2025
Raakesh Jhunjhunwala Sarita Vishwakarma
Chief Financial Officer Company Secretary
M.No A59547
Place :Mumbai Place :Mumbai
Date: July 06, 2025 Date: July 06, 2025
244GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Restated Consolidated Statement of Changes in Equity
a) Equity Share Capital
(₹ in Million)
Particulars Face Value Number of Shares Value of Shares
Balance as at April 01, 2022 Rs. 10 38,776.00 0.39
Issue of share capital during the year
-Addition - -
-Reduction - -
Balance as at March 31, 2023 Rs. 10 38,776.00 0.39
Issue of share capital during the year
-Addition - -
-Reduction - -
Balance as at March 31, 2024 Rs. 10 38,776.00 0.39
Issue of share capital during the year
Split number of shares 1,55,104.00 -
Issue of Bonus shares 9,69,40,000.00 193.88
Balance as at March 31, 2025 Rs. 2 9,71,33,880.00 194.27
(b) Other equity (₹ in Million)
Reserves & surplus Other Non
Foreign Currency Total other
Particulars Comprehensive controlling
Retained General Reserve Security Premium Fluctuation Reserve Income Equity Interest
Earnings
Balance as at 31.03.2022 304.23 120.30 371.62 (4.05) 1.09 793.19 1.32
Premium on Shares issued during the year 0.05 0.05
Profit for the Period 323.28 - - - - 3 23.28 1 .00
Remeasurement gains on defined benefit plans - - - - ( 0.27) (0.27) 0 .00
Exchange differences on translation of foreign currency balances - - - (0.69) - (0.69) ( 0.00)
Total comprehensive Income 323.28 - - (0.69) ( 0.27) 3 22.32 0 .99
Balance as at 31.03.2023 627.51 120.30 371.67 (4.74) 0.82 1 ,115.56 2 .32
Profit for the Period 520.96 - - - - 5 20.96 2 .09
Remeasurement gains on defined benefit plans - - - - 0.42 0.42 0 .00
Exchange differences on translation of foreign currency balances - - - (5.91) - (5.91) ( 0.02)
Total comprehensive Income 520.96 - - (5.91) 0.42 5 15.47 2 .07
Balance as at 31.03.2024 1 ,148.47 120.30 371.67 (10.64) 1.23 1 ,631.02 4 .39
Profit for the Period 687.57 - - - - 6 87.57 2 .76
Utilsed for Issue of Bonus shares (193.88) (193.88) -
IPO Charges (62.02) (62.02) -
Remeasurement gains on defined benefit plans - - - - 0.78 0.78 0 .00
Exchange differences on translation of foreign currency balances - - - 6 .34 - 6.34 0 .03
IND AS adjustments 0.47 0.47 ( 0.44)
Total comprehensive Income 626.01 - (193.88) 6 .34 0.78 4 39.26 2 .35
Balance as at 31.03.2025 1 ,774.48 120.30 177.79 (4.30) 2.02 2 ,070.28 6 .74
Nature and Purpose of Reserves
a) Surplus in Statement of Profit and Loss
Surplus in Statement of Profit and Loss represents the profits that the company has earned till date,less any transfers to general reserve,dividends or other distribution to Shareholders
b) Securities Premium
Securities Premium is used to record the Premium on issue of Shares,The reserve is utilised in accordance with the provisions of the Companies Act,2013
c) Other Comprehensive Income
This represents the remeasurement gains arising from the actuarial valuation of the defined benefit obligations of the company
The remeasurement gains are recognised in other comprehensive income and accumulated under this reserve within equity
d) General Reserve
The reserve arises on transfer portion of the netprofit pursuant to the earlier provisions of Companies Act 1956 Mandatory transfer to general reserve is not required under the Companies Act 2013
Material Accounting Policies 2
See accompanying notes to Restated Consolidated financial statements. 1-48
As per our report of even date
For Shankarlal Jain & Associates LLP For and on Behalf of board of Directors of
Chartered Accountants GNG ELECTRONICS LIMITED
Firm Regn No.: 109901W/W100082 (Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
SATISH JAIN Sharad Khandelwal Vidhi Khandelwal
Partner Managing Director Director
Membership No : 48874 DIN: 03282602 DIN: 03285189
Place : Mumbai Place :Mumbai Place :Mumbai
Date : July 06, 2025 Date: July 06, 2025 Date: July 06, 2025
Raakesh Jhunjhunwala Sarita Tufani Vishwakarma
Chief Financial Officer Company Secretary
M.No A59547
Place :Mumbai Place :Mumbai
Date: July 06, 2025 Date: July 06, 2025
245GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
1. Corporate information
GNG Electronics Limited (Formerly known as GNG ELECTRONICS PRIVATE LIMITED) was incorporated as a private
company and established on October 19, 2006, under the provisions of the Companies Act, 1956, the Company has been
converted from Private Limited Company into a Public Limited Company w.e.f. 20th November 2024. The company
is one of the largest organised information and communications technology (“ICT”) devices refurbished in
India and globally. The Company caters to both domestic and international markets. It has various certifications likes ISO
9001:2015 for quality management, ISO 7001:2013 for information security, ISO 14001:2015 for environmental
management, and ISO 45001:2018 for occupational health and safety
The Registered office is located at Unit No 415, Hubtown Solaris N.S. Phadke Marg, Andheri (East), Mumbai,
Maharashtra, India, 400069
2. Summary of Material Accounting Policies
2.1 Basis of Preparation of Restated Consolidated Financial
The Restated Consolidated Financial Information of the Company and its subsidiaries (collectively, the “Group”),
comprises of the Restated Consolidated Statements of Assets and Liabilities as at March 31, 2025, March 31, 2024,
and 2023, the Restated Consolidated Statements of Profit and Loss (including Other Comprehensive Income) which
includes the Group’s share of profit/ loss in its subsidiaries, the Restated Consolidated Statements of Cash Flows and
the Restated Consolidated Statement of Changes in Equity for the year ended March 31, 2025, March 31, 2024 and
2023 and the Summary of Material Accounting Policies and explanatory notes (collectively, the ‘Restated Consolidated
Financial Information’).
These Restated Consolidated Financial Information have been prepared by the Management of the Group for the
purpose of inclusion in the Red Herring Prospectus (the “RHP”) and the Prospectus (together with RHP referred to as
the “Offer Documents”) to be prepared by the Company in connection with its proposed Initial Public Offer (“IPO”).
The Restated Consolidated Financial Information have been prepared by the Company in terms of the requirements of
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended ("ICDR Regulations");
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
The Restated Consolidated Financial Information has been prepared under historical cost convention on accrual basis,
unless otherwise stated. The Restated Consolidated Financial Information of the Group are presented as per Schedule
III (Division II) of the Companies Act, 2013.
The Restated Consolidated Financial Information has been compiled by the management of the Group from:
(i) Audited Consolidated Financial Statement for the year ended 31st March 2025, the transition date of which
is considered as April 01, 2023 The Company has prepared in accordance with Ind-AS 101 ‘First-time
Adoption of Indian Accounting Standards’ (Ind AS 101) in preparing its opening Audited Consolidated
Financial Statement, for reconciliation of equity and total comprehensive income as per the Consolidated
Financial Statements as at and for the year ended 31st March 2025, The Company followed the provisions
246GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
of Ind- AS 101 in preparing its opening Restated Consolidated Financial Statement as of the date of
transition. Certain of the Company’s Ind-AS accounting policies used in the opening Balance Sheet
differed from its Indian GAAP policies applied as at 31st March, 2024 and accordingly the adjustments
were made to restate the opening balances as per Ind-AS. The resulting adjustment arose from events and
transactions before the date of transition to Ind-AS were recognized directly through retained earnings as
at 1st April, 2023 as required by Ind- AS 101.. The Audited Consolidated Financial Information for the
year ended 31st March 2025, have been approved by the Board of Directors at their meeting held on 6th
July, 2025.
(ii) For the purpose of preparation of Special Purpose Restated Consolidated Financial Information for the
year ended 31st March 2024 and 31st March 2023 of the Company, the transition date is considered as
April 01, 2021 The Company has prepared in accordance with Ind-AS 101 ‘First-time Adoption of Indian
Accounting Standards’ (Ind AS 101) in preparing its opening Restated Consolidated Financial
Information, for reconciliation of equity and total comprehensive income as per the Special Purpose
Restated Consolidated Financial Information as at and for the year ended 31st March 2024, 31st March
2023, 31st March 2022 and Statutory Indian GAAP Consolidated Financial Statements as at and for the
year ended 31st March 2024, 31st March 2023, 31st March 2022. The Company followed the provisions
of Ind- AS 101 in preparing its opening Restated Consolidated Financial Information as of the date of
transition. Certain of the Company’s Ind-AS accounting policies used in the opening Balance Sheet
differed from its Indian GAAP policies applied as at 31st March, 2021 and accordingly the adjustments
were made to restate the opening balances as per Ind-AS. The resulting adjustment arose from events and
transactions before the date of transition to Ind-AS were recognized directly through retained earnings as
at 1st April, 2021 as required by Ind- AS 101. The Restated Consolidated Financial Information for 31st
March 2022 and 31st March 2023 are prepared considering the accounting principles stated in Ind AS, as
adopted by the Group and described in the para. As such, these Restated Consolidated Financial
Information are not suitable for any other purpose other than for the purpose of preparation of Restated
Consolidated Financial Information and are also not financial statements prepared pursuant to any
requirements under section 129 of the Act. Special Purpose Restated Consolidated Ind AS Financial
Statements prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”), as
prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015,
as amended, and other accounting principles generally accepted in India, and have been approved by the
Board of Directors at their meeting held December 4, 2024.
Upto the Financial year ended 31st March, 2024, the Holding Company had prepared its statutory consolidated Financial
statements in accordance with the accounting standards prescribed under Section 133 of the Act (“Indian GAAP”). As stated
above, the date of transition to Ind AS for the purpose of the Audited special purpose Ind AS consolidated Financial
statements as at 31st March, 2025, is 1st April, 2023, which is different from the transition date considered for the purpose
of preparation of the Special Purpose Consolidated Ind AS Financial Statements for the years ended 31st March 2024, 31st
March 2023 and 31st March 2022, as stated above. The management has applied the similar mandatory exceptions and
optional exemptions available as per Ind AS 101 as at the transition date in the Audited special purpose Ind AS consolidated
Financial statements for the year ended 31st March, 2025 as has been applied in the Special Purpose Consolidated Ind AS
Financial Statements for the years ended 31st March 2024, 31st March 2023 and 31st March 2022 as stated above.
The reconciliation in respect of the figures of equity and total comprehensive income between the Audited Consolidated
Financial Information for the year ended 31st March 2025 and as per the Restated Consolidated Financial Information is
disclosed in Note No.45 (a) (4).
The Restated Consolidated Financial Information are prepared under historical cost convention except for certain Financial
instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies
below.
247GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
All assets and liabilities have been classified as Current and non- Current as per the Company's normal operating cycle and
other criteria set out in Schedule III to the Companies Act, 2013
Current and non-current classification
The Group presents Assets and Liabilities in the Balance Sheet based on Current and Non-Current classification.
Assets
An asset is classified as current when it satisfies any of the following criteria:
(a) it is expected to be realised in, or is intended for sale or consumption in, the Company’s normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is expected to be realised within 12 months after the balance sheet date; or
(d) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12
months after the balance sheet date. Current assets include the current portion of non- current financial assets All other
assets are classified as non-current.
Liabilities
A liability is classified as current when it satisfies any of the following criteria:
(a) it is expected to be settled in, the Company’s normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is due to be settled within 12 months after the balance sheet date; or
(d) the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the
balance sheet date.
Current liabilities include current portion of noncurrent financial liabilities. All other liabilities are classified as non-
current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Operating cycle
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash
equivalents. The Group has identified twelve months as its operating cycle for the purpose of current and non-current
classification of assets and liabilities.
2.2 Basis of Consolidation
The Restated Consolidated Financial Information comprise the Financial Statements of the Parent Company and its
Subsidiaries as disclosed in Note below. Control exists when the parent has power over the entity, is exposed, or has
rights, to variable returns from its involvement with the entity and has the ability to affect those returns by using its
power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant activities,
those which significantly affect the entity’s returns. Subsidiaries are consolidated from the date control commences
until the date control ceases. The financial statements of GNG Electronic Limited (Formerly known as GNG Electronic
Private Limited) and its subsidiary companies have been consolidated on line-by-line basis by adding together the book
values of like items of assets, liabilities, income and expenses, and contingent liabilities.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to
the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company
and to the non-controlling interests even if this results in the non- controlling interests having a deficit balance. The
financial statements of the Group companies are consolidated on a line-by-line basis and intra- Group balances,
transactions including unrealized gain / loss from such transactions and cash flows relating to transactions between
members of the Group are eliminated upon consolidation. These Special Purpose Financial Statements are prepared by
248GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
applying uniform accounting policies in use at the Group.
The investment in equity in the subsidiary companies as on date of investment is in excess of cost of investment, the
difference has already been adjusted in Reserves & Surplus.
Minority Interest in the Net Assets of consolidated subsidiaries consist of the amount of equity attributable to the
minority shareholders as on the dates on which investments are made by the Company in the subsidiary companies and
further movements in their share in the equity subsequent to the dates of investments as stated above.
Subsidiary considered for consolidation in Restated Consolidated Financial Information for the year ended March 31,
2025, March 31, 2024 and March 31, 2023 which is audited by other auditor is;
Electronics Bazaar FZC (Incorporated in UAE)
Details of Stepdown subsidiary considered in Restated consolidated Financial Information for year ended March 31,
2025, March 31, 2024 which is un-audited, as it is not subject to audit as per local law of the country of incorporation;
Bright World Technology Inc (Incorporated in USA)
Kay Kay Overseas Corporation (Incorporated in USA) (w.e.f 07th September'2024)
Details of Stepdown subsidiary not considered in Restated Consolidated Financial Information as there is no transaction
from incorporation are;
Sun Electronics Corporation (Incorporated in USA) (w.e.f 07th September'2024)
Electronics Bazaar B.V.* (Incorporated in Netherlands) (w.e.f 05th August'2024)
Electronics Bazar Inc (Incorporated in Canada) (w.e.f. 14th May'2024)
2.3 Use of Estimates and judgments
The preparation of the Restated Consolidated Financial Information in conformity with Ind AS requires management
to make estimates, judgements and assumptions. These estimates, judgements and assumptions affect the application
of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of Restated Consolidated Financial Information and reported amounts of revenues and expenses
during the year. Accounting estimates could change from period to period. Actual results could differ from those
estimates. Appropriate changes in estimates are made as management becomes aware of the circumstances surrounding
the estimates. Changes in estimates are reflected in the financial statement in the period in which changes are made and
if material, their effects are disclosed in the notes to the Restated Consolidated Financial Information. The area
involving measurement, estimates and judgements are as under: -
a) Fair Value Measurement
b) Deferred Tax
c) Rate of Depreciation
2.4 Revenue Recognition:
Revenue from contracts with customers/ Income from services:
The Company recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods
or services underlying the particular performance obligation is transferred to the customer.
249GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
Revenue from sale of products or services is recognised upon transfer of control of promised products or services to
customers in an amount that reflects the consideration expected to be received in exchange for those products or
services.
Revenue from services is recognised over period of time and in the accounting period in which the services are rendered.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, price
concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected
from customers.
Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable
consideration) allocated to that performance obligation. The transaction price of goods sold, and services rendered is
net of variable consideration on account of various discounts and schemes offered by the Company as part of the
contract.
Export incentive has been recognized on certainty of receipt of the same from year to year
Lease income from operating leases should be recognized in the statement of profit and loss on a straight-line basis
over the lease term, unless another systematic basis is more representative of the time pattern in which benefit derived
from the use of the leased asset is diminished. Costs including depreciation, incurred in earning the lease income are
recognized as an expense. Lease income (excluding receipts for services provided such as insurance and maintenance)
is recognized in the statement of profit and loss on a straight-line basis over the lease term. The depreciation of leased
assets should be on a basis consistent with the normal depreciation policy of the lessor for similar assets, and the
depreciation charge should be calculated on the basis of leasing period is 4 years and considering residual value 20%
Depreciation amortized on leased assets in the books of accounts is at the rate 20% over the 4 years as balance being
the residual value of asset leased.
Other Income
Interest is recognized on time proportion basis taking into account the amount of outstanding at the effective interest
rate.
2.5 Employee benefit expense:
i. Short-term employee benefits
Short-term employee benefits are determined as per Company’s policy/scheme on an undiscounted basis. A liability is
recognized for benefits accruing to employees in respect of salaries, performance incentives and compensated absences
in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange
for that service.
ii. Defined benefit plan
A defined benefit plan is a post-employment benefit plan other than a defined-contribution plan. The Company’s
obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future
benefit that employees have earned in the current and prior periods.
The Company’s gratuity plan is funded, the defined benefit obligation of which is determined annually by a qualified
actuary using the projected unit credit method as at each balance sheet date. The liability or asset recognised in the
Balance Sheet is the present value of the defined benefit obligation at the end of the reporting period less the fair value
of plan assets. Re-measurement of defined benefit obligation, which comprises of actuarial gains and losses are
recognised in other comprehensive income in the period in which they occur. The Company determines the net interest
expenses on the net defined benefit obligation, taking into account any changes in the net defined benefit liability during
the period as a result of contribution and benefit payments. Net interest expenses related to defined benefit plan are
recognized in employee benefit expenses in the statement of profit and loss.
250GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on
retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of
vesting.
iii. Defined contribution plan
A defined contribution plan is a postemployment benefit plan under which an entity pays fixed contributions to a
separate entity and will have no legal or constructive obligation to pay further amounts. The Company makes monthly
contributions towards Government administered schemes such as the provident fund and employee state insurance
scheme. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in
the statement of profit and loss in the periods during which the related services are rendered by the employees.
iv. Long-term employee benefits
The Company’s obligation in respect of long-term employee benefits other than postemployment benefits is the amount
of future benefit that employees have earned in return for their service in the current and prior periods. The obligation
is measured on the basis of an annual independent actuarial valuation using the projected unit credit method as at each
balance sheet date.
2.6 Tax Expenses:
The tax expense comprises of income tax and deferred tax. Tax is recognized in Statement of Profit and Loss, except
to the extent that it relates to items recognized in the comprehensive income or in equity.
i. Current Income taxes: Current income tax for the current and prior periods are measured at the amount expected
to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and
tax laws used to compute the current tax amounts are those that are enacted or substantively enacted as at the
reporting date and applicable for the period. While determining the tax provisions, the Group assesses whether each
uncertain tax position is to be considered separately or together with one or more uncertain tax positions depending
on the nature and circumstances of each uncertain tax position. The Group offsets current tax assets and current tax
liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to
settle on a net basis, or to realize the asset and liability simultaneously.
ii. Deferred taxes: Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets
and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets
and liabilities and their carrying amount in Restated Consolidated Financial Information, except when the deferred
income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business
combination and affects neither accounting nor taxable profits or loss at the time of the transaction.
Deferred income tax assets are recognized to the extent it is probable that taxable profit will be available against which
the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized.
Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable
temporary differences that is expected to reverse within the tax holiday period.
The Group offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current
tax assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same
taxable entity, or on different taxable entities where there is an intention to settle the current tax liabilities and assets
on a net basis or their tax assets and liabilities will be realized simultaneously.
In case of Foreign Subsidiary as there is no TAX on Income no Provision for Tax is made on Profit for financial year
ended March 31, 2024 and March 31, 2023 and since there is no timing difference no Deferred Tax Liability/Asset is
recognized for financial year ended March 31, 2025, which is in accordance with the applicable law.
251GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
2.7 Property Plant and Equipment and Capital Work in Progress:
Recognition and measurement - Property, Plant and equipment are stated at historical cost, less accumulated
depreciation, and accumulated impairment losses, if any. The historical cost comprises of the purchase price, taxes,
duties, freight, and other incidental expenses directly attributable and related to the acquisition and installation of the
concerned assets wherever applicable.
Subsequent costs are included in the asset’s carrying amount or recognized as separate asset, as appropriate, only when
it is probable that future economic benefits will flow to the entity and cost of the item can be measured reliably. All
other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
2.8 Depreciation and Amortization:
Depreciation on all assets of the Indian Company has been provided on Written down value at the rates and in the
manner specified in schedule II of the Companies Act, 2013. The useful lives of assets would be reviewed by the
management at each financial year and revised, if appropriate. In case of a revision the unamortized depreciable amount
is charged over the revised remaining useful life of the asset.
The details of estimated life for each category of asset are as under:
Type of Asset Life
Office Equipments 5 Years
Computers 3 Years
Furniture & Fixture 10 Years
Leasehold Building 30 Years
Vehicles 10 Years
Lease Asset- (Computer) 4 Years
Depreciation on all assets of the Foreign Subsidiary has been provided on Written down value at the rate specified
below which represent the best estimate of their useful life:
Type of Asset Rate
Office Equipments 10%
Furniture & Fixture 10%
Leasehold Building 5%
Vehicles 10%
2.9 Foreign currencies
Transactions in foreign currencies are initially recorded by the company at the currency spot rates at the date the
transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the functional currency spot rate of exchange at the reporting date. All differences arising on settlement
or translation of monetary items are taken to the statement of comprehensive income. Non-monetary items that are
measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the
initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value is determined.
The gain or loss arising on retranslation of non-monetary items is treated in line with the recognition of gain or loss on
change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in other
252GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
comprehensive income or profit or loss is also recognized in other comprehensive income or profit or loss, respectively).
The gain and loss on retranslation of Property, Plant & Equipment of Foreign Subsidiary has been routed through
Property, Plant & Equipment.
2.10 Borrowing costs
Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds. Borrowing costs
also include exchange differences to the extent regarded as an adjustment to the borrowing costs.
Borrowing costs that are attributable to the acquisition or construction of qualifying assets (i.e., an asset that necessarily
takes a substantial period of time to get ready for its intended use) are capitalized as a part of the cost of such assets.
All other borrowing costs are charged to the Statement of Profit and Loss.
2.11 Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first-in-
first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of
completion and costs necessary to make the sale. The cost includes cost of purchases, which are net of discounts and
rebates and other costs incurred in bringing the inventories to their present location and condition.
2.12 Provisions:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation.
With respect to the warranty, the company provides a warranty along with the sale of the product, which is not
considered a separate performance obligation. As the warranty-related expenses do not have a material impact, they
are accounted for as and when incurred.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost in respective expense.
2.13 Contingent liabilities and Contingent Assets:
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present
obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the
obligation.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
Contingent Assets are not recognized, however, disclosed in financial statement when inflow of economic benefits is
probable.
2.14 Financial instruments
Financial assets and financial liabilities are recognized in the Company’s Balance Sheet when the Company becomes
a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured
at fair value, except for trade receivables that do not have a significant financing component which are measured at
transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and
253GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to
or deducted from the fair value of the financial assets or financial liabilities, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognised immediately in profit or loss.
Financial assets
(i) On initial recognition, a financial asset is classified as measured at
- Amortised Cost
- Fair value through profit and loss
(ii) A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated
as at Fair Value Through Profit or Loss (FVTPL):
- The asset is held within a business model whose objective is to hold assets to collect contractual flows; and
- The contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
(iii) All financial assets not classified as measured at amortised cost as described above are measured at FVTPL. This
includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial
asset that otherwise meet the requirements to be measured at amortised cost as at FVTPL if doing so eliminates or
significantly reduces an accounting mismatch that would otherwise arise.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets.
Subsequent Measurement
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets.
Investments in equity instruments at FVTOCI
On initial recognition, the Company may make an irrevocable election (on an instrument-by instrument basis) to
designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity
investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently,
they are measured at fair value with gains and losses arising from changes in fair value recognised in other
comprehensive income and accumulated in a separate component of equity. The cumulative gain or loss is not
reclassified to statement of profit and loss on disposal of the equity investments, instead, it is transferred to retained
earnings. Dividends on these investments in equity instruments are recognised in profit or loss in accordance with Ind
AS 109, unless the dividends clearly represent a recovery of part of the cost of the investment. The Company designated
all investments in equity instruments that are not held for trading as at FVTOCI on initial recognition.
Impairment of financial assets
The Company applies the expected credit loss model for recognising impairment loss on financial assets that are
measured at amortised cost, trade receivables and other contractual rights to receive cash or other financial asset.
The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial
recognition of the respective financial instrument. The Company always recognises lifetime expected credit losses
(ECL) for trade receivables. The Company recognizes lifetime ECL when there has been a significant increase in credit
risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since
254GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-
month ECL.
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting
period. In case of financial assets, the Company follows the simplified approach permitted by Ind AS 109 – Financial
Instruments – for recognition of impairment loss allowance. The application of simplified approach does not require
the Company to track changes in credit risk of trade receivable. The Company calculates the expected credit losses on
trade receivables using a provision matrix on the basis of its historical credit loss experience.
De-recognition of Financial Assets:
The Company de-recognises a financial asset when the contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control
the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it
may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial
asset, the Company continues to recognize the financial asset and also recognises an associated liability.
On de-recognition of a financial asset, the difference between the asset’s carrying amount and the sum of the
consideration received and receivable and the cumulative gain or loss that had been recognised in Other Comprehensive
Income and accumulated in other equity is
recognised in statement of profit and loss.
Cash and cash equivalents:
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an
original maturity of three months or less from the date of acquisition), highly liquid investments that are readily
convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
Financial liabilities and equity instruments
Classification as Debt or Equity:
Debt or equity instruments issued by the Company, are classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity Instruments:
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all
of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue
costs.
Financial Liabilities:
Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at
the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured
at amortised cost are determined based on the effective interest method. Interest expenses are included in the ‘Finance
cost’ line item.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future
cash payments (including all fees and points paid or received that form an integral part of the effective interest rate,
transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where
appropriate) a shorter period, to the amortised cost of a financial liability.
Financial liabilities are classified, at initial recognition and measured at amortising cost using effective interest method:
255GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
• Loans and borrowings
• Payables
All financial liabilities are recognised initially at fair value and in the case of loans and borrowings and payables, are
recognised net of directly attributable transaction costs. The Company’s financial liabilities include trade and other
payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial
instruments through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised
cost of a financial liability.
De-recognition of Financial Liabilities:
The Company de-recognises financial liabilities when and only when, the Company’s obligations are discharged,
cancelled or have expired. The difference between the carrying amount of the financial liability de-recognised and the
consideration paid and payable is recognised in statement of profit and loss.
Offsetting of Financial Instruments:
Financial assets and financial liabilities are offset and the net amount is reported in the attainment of balance sheet, if
there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis, to realise the assets and settle the liabilities simultaneously.
Derivative financials instruments:
The Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations
relating to certain firm commitments and highly probable forecast transactions. The Company does not use derivative
financial instruments for speculative purposes.
Forward contracts are initially recognised at fair value on the date the contract is entered into and are subsequently
remeasured at fair value at
each reporting date. The resulting gain or loss is recognised in the statement of profit and loss.
Fair value measurement
Some of the Company’s accounting policies or disclosures require the measurement of fair value for both financial and
non-financial assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the time of measurement. The fair value measurement
is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
i. In the principal market for the asset or liability, or
ii. In the absence of a principal market, in the most advantageous market for the asset or liability.
iii. The principal or the most advantageous market must be accessible by the Company.
All assets and liabilities (for which fair value is measured or disclosed in the financial statement) are categorised within
the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable other than quoted prices included in Level 1.
Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.
256GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
At each reporting date, management analyses the movements in the values of assets and liabilities which are required
to be re-measured or reassessed as per the Company’s accounting policies. For this analysis, the management verifies
the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts
and other relevant documents.
2.15 Earnings Per Share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating Diluted Earnings per share, the net profit or loss for the period attributable to the equity
shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all
dilutive potential equity shares.
2.16 Cash Flows Statement
Cash flows are reported using the indirect method, where by net profit before tax is adjusted for the effects of
transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and
item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing
and financing activities are segregated.
2.17 Lease Liability
At inception of a contract, the Company assesses whether a contract is, or contains, a lease if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.
As a lessee
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any
lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the
lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case
the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same
basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment
losses, if any, and adjusted for certain re-measurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the Company’s incremental borrowing rate.
The Company determines its incremental borrowing rate by obtaining interest rates from various external financing
sources that reflects the terms of the lease and type of the asset leased. Lease payments included in the measurement of
the lease liability comprise the following:
fixed payments, including in-substance fixed payments;
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date;
257GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PTC165194
Notes And Material Accounting Policies to the Restated Consolidated Financial Statement
All amounts are in millions unless otherwise stated
amounts expected to be payable under a residual value guarantee; and
the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments
in an optional renewal period if the Company is reasonably certain to exercise an extension option, and
penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is re-measured when there is a
change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate
of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of
whether it will exercise a purchase, extension or termination option or if there is a revised in substance fixed lease
payment.
When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the
right-of-use asset, or is recorded in statement of profit and loss if the carrying amount of the right-of-use asset has been
reduced to zero.
The Company presents right-of-use assets and lease liabilities separately on the face of the balance sheet.
Short-term leases
The Company has elected not to recognise right of use assets and lease liabilities for short-term leases. The Company
recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
2.18 Segment reporting
As per Ind AS 108 -Operating Segments, the Chief Operating Decision Maker evaluates the Company’s performance
and allocates the resources based on geographic segment. Segment revenue, segment expenses, segment assets and
segment liabilities have been identified to segments based on their relationship to the operating activities of the segment.
Revenue, expenses, assets and liabilities which relate to the Group as a whole and are not allocable to segments on a
reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.
2.19 Contingencies and Commitments
Except for the ongoing business obligations which are under normal course of business against which no loss is
expected, there has been no other known contingent liability or commitment on entity's financial statements as of
financial position Date.
2.20 Exceptional items
Exceptional items refer to items of income or expense, including tax items, within the statement of profit and loss from
ordinary activities which are non-recurring and are of such size, nature or incidence that their separate disclosure is
considered necessary to explain the performance of the Company
258GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 3 a) Property, plant and equipment (₹ in Million)
Leasing
Office Furniture &
Vehicle Computers Asset - Building Total Assets
equipment Fixture
Computers
Gross Block
As at March 31, 2022 1.35 1 .91 1 1.57 1 0.73 6 1.27 1 3.78 1 00.61
Additions 4.39 - - 5 .04 2 .59 0 .14 1 2.16
Disposals - - - - - - -
Adjustment 0.10 - - 0 .41 3 .37 0 .14 4 .03
As at March 31, 2023 5.85 1 .91 1 1.57 1 6.18 6 7.23 1 4.05 1 16.80
Re-Classfication - - - - - - -
Additions - 3 .10 2 12.17 2 .38 2 6.42 3 .19 2 47.27
Disposals - - - - - - -
As at March 31, 2024 5.85 5 .01 2 23.74 1 8.57 9 3.65 1 7.25 3 64.07
Re-Classfication - - - - - - -
Additions 0.14 1 .27 5 4.96 6 .18 3 3.90 3 .47 9 9.91
Disposals - - - - - - -
As at March 31, 2025 5.99 6 .28 2 78.70 2 4.74 1 27.55 2 0.72 4 63.98
Accumulated depreciation
As at March 31, 2022 - 1 .78 6 .49 4 .21 6 .51 7 .37 2 6.36
Re-Classfication -
Depreciation charge for the year 1.41 0 .08 3 .21 2 .09 3 .39 1 .40 1 1.58
Disposals -
Depreciation transfer to cwip - - - - - -
As at March 31, 2023 1.41 1 .86 9 .70 6 .30 9 .90 8 .77 3 7.94
Re-Classfication -
Depreciation charge for the year 1.11 1 .22 2 .32 2 .76 4 .57 1 .25 1 3.23
As at March 31, 2024 2.52 3 .08 1 2.02 9 .06 1 4.47 1 0.03 5 1.17
Disposals -
Depreciation charge for the year 0.64 1 .82 4 8.64 3 .42 6 .60 1 .55 6 2.67
As at March 31, 2025 3.15 4 .90 6 0.66 1 2.48 2 1.07 1 1.58 1 13.84
Net Block
As at March 31, 2023 4.44 0 .05 1 .87 9 .89 5 7.33 5 .28 7 8.86
As at March 31, 2024 3.33 1 .93 2 11.72 9 .51 7 9.19 7 .22 3 12.90
As at March 31, 2025 2.83 1 .37 2 18.04 1 2.27 1 06.48 9 .14 3 50.14
Note 3 b) Capital work in progress
The Company has applied the optional exemption to measure its Property, Plant & Equipment at the date of transitional at
their previous GAAP carrying amount and used it as the deemed cost for such assets.
Capital WIP Amount in CWIP as on March 31, 2023
Less than 1 More than 3
1- 2 years 2-3 years Total
year years
Projects in Progress 6 .99 - - - 6 .99
Capital WIP consists of Furniture and fixtures. There is no item in Captial WIP, whose completion is overdue or has
exceeded its cost compared to its original plan or which is temporarily suspended.
Note 4 Right-of-use assets
(₹ in Million)
Right of use Assets
As at April 01, 2022 18.50
Additions 85.63
Depreciation expense ( 16.22)
As at March 31, 2023 87.90
Additions 30.28
Depreciation expense ( 23.31)
As at March 31, 2024 94.88
Additions -
Depreciation expense ( 31.83)
Other Adjustments (Refer note no.45
(0.08)
(a)(4))
As at March 31, 2025 62.97
259GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 5 Other financial assets (At Amortised Cost) (₹ in Million)
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Non-current
Unsecured (considered good)
Security Deposit 3 0.89 8 1.86 30.56
Total 30.89 8 1.86 30.56
Note 6 Deferred tax assets (Net)
Income Tax
The major components of income tax expense for the year are as under: (₹ in Million)
As at As at As at
(i) Amounts recognised in the Statement of Profit and Loss March 31, 2025 March 31, 2024 March 31, 2023
comprises :
Current Tax
- in respect of the current Year 27.90 39.10 30.00
27.90 3 9.10 30.00
Deferred Tax Expenses
- Origination and reversal of temporary differences 3.00 11.08 (0.09)
Total Income tax expenses 30.90 5 0.18 29.91
Current tax liabilities (net) (₹ in Million)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Deferred Tax Assets/(Liabililities) Net (18.82) ( 8.96) 2.13
Total (18.82) ( 8.96) 2.13
Note 7 Other Non current assets (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Non-current
Advance rent 1.34 1 .49 1.99
Total 1.34 1.49 1.99
Note 8 Inventory (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Finished Goods 4,865.66 3,142.62 1,349.96
Valued at Cost or NRV whichever is lower (Refer Note 2.11)
Total 4,865.66 3,142.62 1,349.96
Note 9 Investment (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Current financial assets-Investments
Investments at fair value through Profit & Loss
Investmentsinmutualfunds(quoted)atfairvaluethroughProfit - 7 0.12 -
& Loss*
Total - 7 0.12 -
As at As at
March 31, 2025 March 31, 2024
NAV in Rs. NAV in Rs.
SBI HDFC MAGNUM Gilt Fund - 59.66
ICICI Mutual fund Gilt Fund - 92.77
SBI Mutual fund Gilt Fund - 59.96
Aggregate book value of quoted investments -- 67.50
Aggregate Net Asset Value of quoted investments - 70.12
* Mutual Funds was pledged against Citi Bank Working Capital Loan
260GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 10 Trade receivables (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Unsecured, considered good 676.16 1,169.06 911.44
Total 676.16 1,169.06 911.44
(a) Trade Receivables ageing schedule is as follows: As at March 31st,2025 (₹ in Million)
More
Particulars Unbilled Less than 6 months 6 months - 1 year 1-2 years 2-3 years than 3 Total
Years
(i) Undisputed trade receivables
-considered good - 6 76.16 - - - - 6 76.16
-significant increase in credit risk - - - - - - -
-credit impaired - - - - - - -
(ii) Disputed trade receivables
-considered good - - - - - - -
-significant increase in credit risk - - - - - - -
-credit impaired - - - - - - -
As at March 31, 2024 (₹ in Million)
More
Particulars Unbilled Less than 6 months 6 months - 1 year 1-2 years 2-3 years than 3 Total
Years
(i) Undisputed trade receivables
-considered good - 1,169.06 - - - - 1 ,169.06
-significant increase in credit risk - - - - - - -
-credit impaired
(ii) Disputed trade receivables
-considered good - - - - - -
-significant increase in credit risk - - - - - -
-credit impaired - - - - - -
As at March, 2023 (₹ in Million)
More
Particulars Unbilled Less than 6 months 6 months - 1 year 1-2 years 2-3 years Total
than 3
(i) Undisputed Trade receivables - - - - - - -
-considered good - 9 11.44 - - - - 9 11.44
-significant increase in credit risk - - - - - - -
-credit impaired - - - - - - -
(ii) Disputed Trade receivables - - - - - - -
-considered good - - - - - - -
-significant increase in credit risk - - - - - - -
-credit impaired - - - - - - -
Note 11 Cash and cash equivalents (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Balances with Banks
– On current accounts 48.92 4 7.96 18.25
Cash on hand 1.59 1 .96 2.35
Cash and Cash Equivalents as per Balance Sheet 50.51 4 9.92 20.60
Note 12 Bank balances other than cash and cash equivalents (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Bank deposits with original maturity of more than three months 557.30 6 29.13 253.70
but less than twelve months
Total 557.30 6 29.13 253.70
Note 13 Other current assets (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Current
VAT Receivable 2.47 0 .94 -
Advance from vendors 441.20 1 98.94 73.94
Prepaid expenses 7.27 5 .14 0.51
GST receivable 137.56 8 4.78 21.39
Advances Given to employees* 7.25 6 .78 3.77
GST deposited against appeal filed 3.88 - -
Total 599.64 296.57 9 9.61
*Advance to Employees given are Interest free and repayable on demand
261GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 14 Equity Share Capital (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Authorized
12,50,00,000(P.Y. 20,00,000 Face value of Rs 10/- each ) Equity shares Face value of Rs 2/- each 250.00 20.00 20.00
250.00 20.00 20.00
Issued, subscribed and fully paid
9,71,33,880(P.Y. 38776 Face value of Rs.10/- each ) Equity Shares Face Value of Rs. 2/- each, fully paid 194.27 0.39 0.39
194.27 0.39 0.39
Reconcilation of the Shares outstanding at the beginning and at the end of the reporting period
Particulars Number of Equity share
shares capital
As at March 31, 2022 38,776.00 0.39
Issue of share capital during the year - -
As at March 31, 2023 38,776.00 0.39
Issue of share capital during the year - -
As at March 31, 2024 38,776.00 0.39
Split number of shares 1,55,104.00 -
Issue of Bonus shares 9,69,40,000.00 193.88
As at March 31, 2025 9,71,33,880.00 194.27
Note 14(a) Terms/ rights attached to equity shares:
Note14(a)(i)TheCompanyhasoneclassofequityshareshavingaparvalueofRs.2pershare(PYRs.10Pershare).Eachshareholderiseligibleforonevotepershareheld.TheequityshareholdersareentitledtoreceivedividendinINRasdeclared
fromtimetotime.ThedividendproposedbytheBoardofDirectorsissubjecttotheapprovaloftheshareholdersattheensuingAnnualGeneralMeeting,exceptinthecaseofanyinterimdividend.Intheeventofliquidation,theequityshareholdersare
eligible to receive the remaining assets of the company after the distribution of all preferential amounts, in proportion to their shareholding.
Note14(a)(ii)TheCompanyhasissuedsharesissuedtoAmiableElectronisPvt.Ltd.whichwereissuedotherthancashfortransferofBusinessaquiredvide‘BusinessTransferAgreement’dated17/02/2020foraquiringtradingbusinessbythe
Company. Additionally, there has been no buy-back of shares since the incorporation of the Company.
Note 14(a) (iii) Pursuant to a resolution passed by the Board of our Company dated December 3, 2024 and a resolution passed by our shareholders of our Company dated December 3, 2024, the face value of the equity shares was split from ₹ 10 per
equity share to ₹ 2 per Equity Share. Accordingly, the authorised share capital of our Company, being 25,000,000 equity shares of ₹ 10 each was split into 125,000,000 Equity Shares of ₹ 2 each, and the issued, subscribed and paid-up equity share
capital of our Company, being 38,776 equity shares of ₹ 10 each was split into 193,880 Equity Shares of ₹ 2 each.
Note 14(a) (iv) Pursuant to a resolution passed by the Board dated December 4, 2024 and a resolution passed by the Shareholders dated December 5, 2024, the Company issued shares by way of bonus issue in the ratio of 500 Equity Shares for every one
Equity Share of face value of ₹2 each.
Details of shareholders holding more than 5% shares in the company:
As at As at As at
Name of promoter March 31, 2025 March 31, 2024 March 31, 2023
No. of shares % holding No. of shares % holding No. of shares % holding
Sharad khandelwal 1,79,65,860 18.50% 7,174 18.50% 7,174 18.5%
Vidhi Khandelwal 1,79,70,870 18.50% 7,174 18.50% 7,174 18.5%
Amiable Electronics Pvt. Ltd 5,56,51,080 57.29% 22,216 57.29% 22,216 57.3%
9,15,87,810 94.29% 36,564 94.30% 36,564 94.3%
262GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Details of shareholding of promoters
As at March 31, 2025
Number of Number of
shares at the Change during shares at the % of total
Name of promoter
beginning of the the period end of March shares
year 31,2025
Sharad khandelwal 7 ,174 1 ,79,58,686 1 ,79,65,860 18.50%
Vidhi Khandelwal 7 ,174 1 ,79,63,696 1 ,79,70,870 18.50%
Amiable Electronics Pvt. Ltd 22,216 5 ,56,28,864 5 ,56,51,080 57.29%
As at March 31, 2024
Number of
Number of
shares at the Change during % of total
Name of promoter shares at the
beginning of the the year shares
end of the year
year
Sharad khandelwal 7 ,174 - 7,174 18.50%
Vidhi Khandelwal 7 ,174 - 7,174 18.50%
Amiable Electronics Pvt. Ltd 22,216 - 22,216 57.29%
As at March 31, 2023
Number of
Number of
shares at the Change during % of total
Name of promoter shares at the
beginning of the the year shares
end of the year
year
Sharad khandelwal 7 ,174 - 7,174 18.50%
Vidhi Khandelwal 7 ,174 - 7,174 18.50%
Amiable Electronics Pvt. Ltd 22,216 - 22,216 57.29%
Note 15 Other equity
Reserves and Surplus (₹ in Million)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Securities Premium 177.79 371.67 371.67
General reserve 120.30 120.30 120.30
Retained earnings 844.24 323.28 -
Profit for the year 626.01 520.96 323.28
Other Comprehensive income ( 2.29) ( 9.41) ( 3.92)
Closing balance 1,766.05 1,326.79 811.33
a) Securities Premium Account
Balance as per The Last Financial Statements 371.67 371.67 371.62
Addition/Deletion During The Year ( 193.88) - 0.05
Closing balance 177.79 371.67 371.67
b) General Reserve
Balance as per The Last Financial Statements 120.30 120.30 120.30
Addition/Deletion During The Year - - -
Closing balance 120.30 120.30 120.30
c) Other Comprehensive Income & Foreign Currency Fluctation Reserve
Balance as per The Last Financial Statements ( 9.41) ( 3.92) -
Add: Amount Transferred From Surplus Balance in the Statement Profit and Loss 7 .12 ( 5.49) ( 3.92)
Closing balance ( 2.29) ( 9.41) ( 3.92)
d) Surplus/(Deficit) in the Statement of Profit And Loss Account
Balance as per The Last Financial Statements 844.24 323.28 -
Add: Openings Ind AS Impacts
Add: Profit / (Loss) For The Year 687.57 520.96 323.28
Less :-IPO Charges ( 62.02) - -
Net Surplus in The Statement of Profit And Loss 1,469.78 844.24 323.28
Ind AS transition adjustments 0 .47 - -
Balance at End of the Period/Year 1,470.25 844.24 323.28
263GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 16 Borrowings (Refer note 2.7) (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Non-current
Within India
(Secured, at amortised cost) (Refer note 16.1)
Term loans from banks 35.43 8 1.77 1 31.31
(Unsecured, at amortised cost)
Loan from NBFC 94.33 - -
Outside India
Unsecured Loan (Refer note 16.2) 598.23 - -
727.99 8 1.77 1 31.31
(₹ in Million)
Terms of Repayment As at March 31, 2025 FY 24 FY 23
Current
Non Current portion Current portion (Within Non Current portion Current portion Non Current portion portion
Particulars
(Beyond one Year) one year) (Beyond one Year) (Within one year) (Beyond one Year) (Within one
year)
Within India
Term loans from Banks 35.43 46.28 81.77 45.22 131.31 25.76
Loans from NBFC 94.33 79.36 - - - -
Outside India
Unsecured Loan 598.23 - - - - -
Total 727.99 125.64 81.77 45.22 131.31 25.76
Note 16.1 (₹ in Million)
Name Collateral Purpose Tenor in Months Rate of Interest
Axis Bank Extension of hypothecation on current assets, Working Capital
collateral Security against FD and personal
guarantee of the Directors 60 8.85%
HDFC Bank Extention of second ranking charge over existing Working Capital
primary and collateral securities including
mortgages created in favour of the bank and 7.45%
personal guarantee of the Directors 60
HDFC Bank Car loan Against Hypothecation of Motor car Auto Premium Loan 4 8 6.90%
Note 16.2
Amit Midha Loan repayable on Demand Working Capital Payable on Demand -
Note 17 Lease liability (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Non-current
Lease liabilities 2 9.14 6 7.92 6 5.21
29.14 6 7.92 65.21
Note 18 Provisions (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Provisions
Non-Current
Employee benefit obligations - - -
Gratuity 8.67 4 .07 1.62
8.67 4 .07 1.62
Note 19 Borrowings (Refer note 2.7) (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Current
(Secured, at amortised cost) (Refer note 19.1)
Term loans Current Maturities - - -
Working Capital
Within India 1,959.41 2 ,261.56 7 52.58
Outside India 1,656.17 8 34.77 2 53.66
Total 3,615.58 3 ,096.33 1 ,006.24
264GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 19.1
Name Collateral Purpose Tenor in Months Rate of Interest
1. FDs: Rs. 34.7mn
2.EM/RM of Residential Property at below address:
A 702, Sunmist N S Phadke Marg, (Area 1553 sq
Working Capital 1 2 9.50%
Axis Bank Limited ft) in the name of Sharad Khandelwal and Vidhi
Khandelwal (MV-31.3 mn)
Total Value of Collateral : Rs. 66mn
1. A First Paripassu Charge on current assets (Stock
and Book debts) of the Borrowers.
2. Pledge of Mutual fund of INR 67.5 Million
(Mutual Fund to be obtained in proportion of limits
Citi Bank Working Capital 1 2 7.00%
being released). Mutual funds being pledge shall be
in the form and manner acceptable to citibank.
3. Personal Guarantee of Vidhi Khandelwal and
Sharad Khandelwal
DBS Bank India Limited
1. Personal Guarantee of :
Sharad Khandelwal
Vidhi Khandelwal Working Capital 1 2 9.60%
DBS Purchase Bill Discounting 2. Fixed Deposits:
Collateral Fixed Deposits of INR 45 mn
Federal bank Cash Credit Cash collateral @15% : FD of Rs 37.5 mn in the
name of Co/promoters lien marked to the limits Working Capital 1 2 9.10%
upfront.
FEDERAL BANK WCDL
HDFC BANK LTD Cash Credit FD,PERSONAL GUARANTEE of Sharad
Khandelwal and Vidhi Khandelwal,STOCK,BOOK
Working Capital 1 2 9.25%
HDFC WCDL DEBTS,GOVERNMENT GUARANTEE,FD
@ 30% FOR SBLC LIMIT,CURRENT ASSETS
HDFC Purchase Discounting
ICICI Bank Cash Credit PERSONAL GUARANTEE of Sharad
Khandelwal and Vidhi Khandelwal ,FD Working Capital 3 9.00%
ICICI WCDL @ 15% Margin
Standard Chartered
PERSONAL GUARANTEE of Sharad
Khandelwal and Vidhi Khandelwal ,FD Working Capital 1 2 9.60%
IDFC WCDL @ 15% Margin
Kotak Bank Cash Credit PERSONAL GUARANTEE of Sharad
Khandelwal and Vidhi Khandelwal , W o r k i n g C a p i t a l 3 3M MCLR + 0.15%
Kotak WCDL FD @ 15% Margin
Guarantors:
Sharad Khandelwal
Vivrity Capital Working Capital 1 2 12%
Vidhi Sharad Khandelwal
Amiable Electronics Pvt Ltd
Security PDCs/ ECS Mandate with Undertaking,
Aditya Birla Finance Limited Working Capital 1 2 9.50%
DSRA and Other Securities
Hypothecation on current assets of the company
TVS Credit Working Capital 1 2 10.50%
funded by TVSCS
Hero FinCorp NA Working Capital 1 2 9.25%
1. Upto 5CR SPDC from GNG Electronics Pvt Ltd
Cholamandalam Investment and Finance 2. Upto Sanction limit amount 3 SPDC from Kay
Working Capital 1 5 16.78%
Company Kay overseas Corporation, Sharad Khandelwa and
Vidhi Khandelwal
Unity Small Finance Bank NA Working Capital 1 2 11%
Centrum Financial Services NA Working Capital 1 2 13%
1. Personal Guarantee of :
Sharad Khandelwal
DBS Bank Vidhi Khandelwal Working Capital 1 2 9.60%
2. Fixed Deposits:
Collateral Fixed Deposits of INR 63 mn
1. Personal Guarantee of :
Sharad Khandelwal
Yes Bank Vidhi Khandelwal Working Capital 1 2 3M Tbill + 2.61% p.a
2. Fixed Deposits:
Collateral Fixed Deposits of INR 63 mn
1. Personal Guarantee of :
Sharad Khandelwal
Standard Chartered Working Capital 4 9.50%
Vidhi Khandelwal
2. FD Margin 15% of Facilty amount.
265GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Name Collateral Purpose Tenor in Months Rate of Interest
Lien on FDR
Tata Capital Financial Services Ltd Personal gurantee of Sharad Khandelwal and Vidhi Working Capital 3 9.85%
Khandelwal
Tata capital NA Working Capital 1 2 10.55%
Tata capital CF NA Working Capital 1 2 9.50%
Tata capital STL NA Working Capital 2 4 10.50%
Guarantors:
Sharad Khandelwal
Profectus Capital Pvt Ltd Working Capital 1 2 11.25%
Vidhi Sharad Khandelwal
Amiable Electronics Pvt Ltd
1. Personal guarantee of :
Sharad Khandelwal
RBL Bank Working Capital 1 2 One Year MCLR
Vidhi Khandelwal
2. FD Margin 15% of Facilty amount.
Outside India
1. Personal Guarantee Sharad Khandelwal and
Vidhi Khandelwal
2. Corporate Guarantee of M/s GNG Electronics EIBOR (Min 1 month)
Emirates Islamic Bank Working Capital 3
Private Limited + Margin of 2.75% p.a
3. Pledge over stock and Receivable in favour of the
Bank.
1. Personal Guarantee Sharad Khandelwal and
Vidhi Khandelwal
2. Corporate Guarantee of M/s GNG Electronics
RAK Bank Short Term loan Working Capital 3 7.25% p.a
Private Limited
3. Pledge over stock and Receivable in favour of the
Bank.
Exclusive charges on the SBLC issued by bank
,SBLC amount shall be 110% of the WCDL Limit
HDFC SBLC - LOAN Corporate Guarantee of M/s GNG Electronics Working Capital 1 2 8.50%
Private Limited
1. Corporate Guarantee of M/S GNG Electronics
Pvt Ltd
2. Personal Guarantee from Sharad Khandelwal and
ADIB Finance Account Vidhi Khandelwal Working Capital 4 3 months EIBOR + 3%
3. Hypothecation on all present and Future Stock (Min 7%)p.a
and receivable to be registered under Emirate
Integrated
1. Corporate Guarantee of M/S GNG Electronics
Pvt Ltd
2. Personal Guarantee from Sharad Khandelwal and 3.25% over 3 months
CBD Finance Vidhi Khandelwal Working Capital 3EIBOR subject to
3. Pledge over stocks and receivable in favour of the minimum of 6.50% p.a
Bank on pari passu basis with other financing banks
266GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 20 Lease Liability (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Current
Lease liabilities 3 9.54 2 6.36 1 8.43
Total 39.54 2 6.36 18.43
Note 21 Trade payables (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Trade Payables
- total outstanding dues of micro and small 8.85 - -
enterprises
- total outstanding dues of creditors other than 258.32 8 41.16 1 04.05
micro and small enterprises*
Total 2 67.17 8 41.16 1 04.05
a. Dues to micro and small enterprises pursuant to section 22 of the Micro, Small and Medium Enterprises Development Act (MSMED),2006
AmountduetoMicroenterprisesandsmallenterprisesunderMicro,SmallandMediumEnterprisesDevelopmentAct2006&SSIhasbeensegregatedonthe
basisofConfirmationobtainedfromSupplierswhohaveregisteredthemselvesundertheSmallandMediumEnterprisesDevelopmentAct2006andbasedon
theinformationavailablewiththecompanyforthepurposeofascertainingtheliability,ifany.Nointerestintermsofsection16ofMicro,SmallandMedium
EnterprisesDevelopmentAct2006orotherwisehaseitherbeenpaidorpayableoraccrualandremainingunpaidasatMarch31st,2025.Nosuchbreakup
wasavailableforcorrespondingyearof31stMarch2024,31stMarch'2023,31stMarch'2022andforTradePayablesofforeignsubsidiairesassaidprovision
is not applicable in the country of incorporation. Based on the information available with the company, the following are the details:
(₹ in Million)
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
i) the principal amount remaining unpaid to any 8.85 - -
ii) Interest due thereon - - -
iii) the amount of interest paid by the buyer in - - -
terms of section 16, along with the amounts of the
payment made to the supplier beyond the
appointed day during each accounting period;
Interest accrued and due thereon remaining
unpaid
iv) the amount of interest due and payable for the - - -
period of delay in making payment (which have
been paid but beyond the appointed day during
the period) but without adding the interest
specified under this Act;
v) the amount of interest accrued and remaining - - -
unpaid at the end of each accounting period; and
vi) the amount of further interest remaining due - - -
and payable even in the succeeding periods, until
such date when the interest dues as above are
actually paid to the small enterprise, for the
purpose of disallowance as a deductible
expenditure under section 23.
b. Ageing schedule of trade payables:
Outstanding for following periods from due date of payment (₹ in Million)
As at March 31, 2025: Unbilled Less than 1 year 1-2 years 2-3 years More than 3 years
(i) Total outstanding dues of micro and small - 8 .85 - - -
enterprises
(ii) Total outstanding dues of creditors other than - 2 58.32 - - -
micro and small enterprises
(iii) Disputed dues of micro and small enterprises - - - - -
(iv) Disputed dues of creditors other than micro - - - - -
and small enterprises
In terms of Section 22 of Micro, Small and Medium Enterprises Development Act 2006, the Outstanding to these enterprises are required to be disclosed. In the absence of the
information about registration of the Enterprises under the above Act, the required information could not be furnished for March 31, 2024, March 31, 2023 and March 31, 2022
267GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Outstanding for following periods from due date of payment (₹ in Million)
As at March 31, 2024: Unbilled Less than 1 year 1-2 years 2-3 years More than 3 years
(i) Total outstanding dues of micro and small - - - - -
enterprises
(ii) Total outstanding dues of creditors other than - 8 41.16 - - -
micro and small enterprises
(iii) Disputed dues of micro and small enterprises - - - - -
(iv) Disputed dues of creditors other than micro - - - - -
and small enterprises
Outstanding for following periods from due date of payment (₹ in Million)
As at March 31, 2023: Unbilled Less than 1 year 1-2 years 2-3 years More than 3 years
(i) Total outstanding dues of micro and small - - - - -
enterprises
(ii) Total outstanding dues of creditors other than - 1 04.05 - - -
micro and small enterprises
(iii) Disputed dues of micro and small enterprises - - - - -
(iv) Disputed dues of creditors other than micro - - - - -
and small enterprises
-
Note 22 Other Liabilities (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Current
(Secured, at amortised cost) (Refer note 17.1)
Within India
Term loans Current Maturities 46.28 4 5.22 25.76
(Unsecured, at amortised cost)
Within India
Loan from NBFC Current Maturities 79.36 - 3 56.91
Total 125.64 4 5.22 3 82.67
Note 23 Provisions (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Current
Employee benefit obligations
Gratuity 2.21 2 .15 5 .08
Provision forExpenses 57.23 4 2.38 1 5.66
Total 5 9.45 4 4.53 2 0.74
Note 24 Other current liabilities (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Statutory dues payable 7.94 6 .00 6.37
Deposit - 0 .11 0.11
Total 7.94 6 .11 6.48
268GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
Notes to the Restated Financial Statements
CIN: U72900MH2006PLC165194
Note 25 Revenue from Operations* (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Within India
Sale of Product 3,258.01 4,674.65 3,119.69
Incentive Income 72.42 105.63 143.23
Leasing 79.26 3.62 -
Service charges 43.60 - -
Total Within India 3,453.28 4,783.90 3,262.92
Outside India
Sales 10,657.82 6,597.48 3,332.50
Total 14,111.10 1 1,381.38 6,595.42
*Refer Note 39
Note 26 Other income (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Interest on FD (On EIR Basis) 51.68 26.55 1 1.66
Interest From others (On EIR Basis) 0.43 0.40 0 .37
Export Incentive 15.95 7.17 0 .80
Other Income 5.60 0.38 1 .48
Exchange fluctuation gain (Net) 15.07 19.47 1 8.12
Net gain on fair value change on investment 3.83 2.62 -
Total 92.56 5 6.59 3 2.44
Note 27 Direct Costs (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Purchases within India (Net of Returns) 6,924.85 5,941.64 4,255.71
Purchases (Outside India) 6,216.46 5,349.19 1,402.58
Other related cost 168.16 481.70 148.24
Total 13,309.47 11,772.53 5,806.54
Note 28 Changes in inventories of Finished Goods (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Opening Stock 3,142.62 1,349.96 1,127.39
Less :- Closing Stock 4,865.66 3,142.62 1,349.96
Total ( 1,723.04) ( 1,792.67) (222.56)
Note 29 Employees' benefit expenses
(₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Salaries & wages 747.82 332.25 188.49
Contribution to provident and other funds 4.67 4.48 0 .97
Gratuity 7.77 5.97 3 .40
Staff welfare expenses 10.86 13.24 3 .30
Total 771.11 3 55.94 196.16
269GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
Notes to the Restated Financial Statements
CIN: U72900MH2006PLC165194
Note 30 Finance costs (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Interest charges - bank (On EIR Basis) 361.79 183.27 85.65
Interest expenses on lease liability (On EIR 5.04 4.85 2.26
Basis)
Other finance cost 16.67 51.15 30.50
Total 383.50 239.27 118.41
Note 31 Depreciation and amortisation (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation on Property, Plant and 62.67 13.23 1 1.58
equipment
Depreciation on ROU 31.83 23.31 1 6.22
Total 94.51 3 6.54 2 7.80
Note 32 Other expenses (₹ in Million)
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Legal & Professional Charges 18.12 20.60 4.31
Audit Fees 1.20 0.40 0.48
Insurance Charge 14.73 4.19 4.84
Office Expenses 46.28 27.73 16.33
Rent, Rates & taxes 32.64 15.71 5.83
Freight Outward Charge 302.52 33.34 61.05
Website Maintenance Charges 3.37 2.58 2.38
Payment Collection other charges 2.74 31.69 162.03
Electricity 15.68 8.79 5.33
Travelling & Conveyance Expenses 59.09 48.78 33.47
Telephone & Internet 6.36 3.29 1.44
CSR Expenses 2.76 1.63 0.93
Advertisement & Sales Promotion 15.61 29.54 30.98
Printing & Stationery 2.06 1.90 0.96
Fees & Charges 32.57 12.18 3.68
Miscellaneous Expenses 27.60 10.77 13.29
Director Sitting Fees 1.35 - -
Total 584.68 2 53.13 347.32
(₹ in Million)
Payment to Auditors As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
As auditor:
Audit fee 0 .33 0 .33 0 .33
In other capacity:
Tax audit fee 0 .07 0.07 0 .07
Other services (certification fees) 0 .11 - 0 .08
Total 0.51 0 .40 0 .48
270GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 33
Income taxes
Income Tax Expenses
The major components of income tax expenses are: (₹ in Million)
For the period For the year For the year
(i) Statement of Profit & Loss section ended March 31, ended March 31, ended March
2025 2024 31, 2023
Current tax
In respect of the current year 7 2.93 3 9.10 30.00
In respect of the previous year 1 0.31 - -
Adjustment in respect of current income tax of previous year
Total 8 3.24 3 9.10 3 0.00
Deferred tax
Relating to origination and reversal of temporary differences 9 .86 1 1.08 ( 0.09)
Total 9 .86 1 1.08 ( 0.09)
Total income tax expense recognised in the current year 93.10 50.18 2 9.91
(₹ in Million)
For the period For the year For the year
(ii) Other comprehensive Income ended March 31, ended March 31, ended March
2025 2024 31, 2023
Current Tax
In respect of the current year
Total Income tax expense recognised in other comprehensive income - - -
The Income tax expense for the year can be reconciled to the accounting
profit as follows:
Profit before tax 7 83.43 5 73.23 3 54.19
Income tax expense as per income tax Act 1961 7 2.93 3 9.10 30.00
Others(Deferred tax) 9 .86 1 1.08 ( 0.09)
Total 82.80 50.18 2 9.91
271GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 34
Earnings Per Share (EPS)
Basic EPS and Diluted amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted
average number of Equity shares outstanding during the year.
The Company does not have any outstanding potential dilutive equity shares.
The following table reflects the income and share data used in the basic and diluted EPS computations:
(₹ in Million)
For the period For the year For the year
Particulars ended March 31, ended March 31, ended March
2025 2024 31, 2023
Profit attributable to owners of the company 6 88.31 5 21.38 3 23.28
Profit attributable to non controlling tnterest 2 .02 1 .67 1.00
Weighted average number of equity shares used for basic and diluted EPS
- 3 8,776 3 8,776
(Pre Split and Pre Bonus)
Weighted average number of equity shares used for basic and diluted EPS
9,71,33,880 9,71,33,880 9 ,71,33,880
(Post Split and Post Bonus) (Refer Note 47.2, 47.3)
Basic EPS (INR) 7 .09 13,446.04 8 ,337.19
Diluted EPS (INR) 7 .09 13,446.04 8 ,337.19
Basic and Diluted EPS (INR) 7.09 5.37 3 .33
(After Consisdering Sub division and Bonus impact with retrospective effect)
Face value per share (INR) 2 .00 1 0.00 10.00
Computation of weighted average number* of equity shares for calculation of Basic and Diluted earnings per share:
Net Assets Value / Book value per share = Net Worth / No. of equity share at the end of the year
AsperIndianAccountingstandard33(INDAS-33), Ifthe number ofordinaryorpotential ordinaryshares outstandingincreases
asaresult ofacapitalisation,bonusissue(refernote14(a)(iv))orsharesplit(refernote14(a)(iii)),ordecreasesasaresultofa
reversesharesplit,thecalculationofbasicanddilutedearningspershareforallperiods presentedshallbeadjusted retrospectively.
In addition,basic and diluted earnings per share of allperiods presented shall be adjusted for the effects of errors and
adjustments resulting from changes in accounting policies accounted for retrospectively.
Weighted
Number of equity average
Particulars
shares number of
shares*
Equity shares of face value of INR 10 per share:
As at April 01, 2022 38,776.00 38,033.04
Issued during the year - -
As at April 01,2023 38,776.00 38,776.00
Issued during the year - -
As at March 31, 2024 38,776.00 38,776.00
Split number of shares 1,55,104.00 1,55,104.00
Issue of Bonus shares 9,69,40,000.00 9,69,40,000.00
As at March 31, 2025 9,71,33,880.00 9,71,33,880.00
*The weighted average number of shares takes into account the weighted average effect of changes in equity share transactions
during the year.
272GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 35 (₹ in Million)
For the period ended For the year ended For the year ended
Deferred tax assets/(liabilities) March 31, 2025 March 31, 2024 March 31, 2023
Deferred tax assets in relation to:
Right-of-use assets and lease liabilities (net) 0 .20 0 .50 ( 0.12)
Impact of difference between tax depreciation and (12.65) ( 8.09) 2 .11
depreciation charged for the financial reporting
Provision for employee benefits ( 0.37) ( 0.70) 0 .14
Deferred tax liabilities in relation to:
Fair valuation of mutual funds - ( 0.66) -
Deferred tax assets (net) ( 12.82) ( 8.96) 2.13
(a) Movement in deferred tax assets/(liabilities) for the period ended March 31, 2025 is as follows:
(₹ in Million)
Description Recognised in Profit Recognised in other Closing balance
or loss comprehensive Income
Deferred tax assets in relation to:
Right-of-use assets and lease liabilities ( 0.27) - 0.23
Deferred tax liabilities in relation to:
Fair Value Gain on Investments 0.66 - -
Impact of brought forward losses or depreciation ( 10.57) - (18.67)
Provision for employee benefits 0.32 - (0.39)
Deferred tax assets (net) (9.87) - (18.82)
(b) Movement in deferred tax assets/(liabilities) for the year ended March 31, 2024 is as follows:
- (₹ in Million)
Description Recognised in Profit Recognised in other Closing balance
or loss comprehensive Income
Deferred tax assets in relation to:
Right-of-use assets and lease liabilities 0.62 - 0.50
Deferred tax liabilities in relation to:
Fair Value Gain on Investments ( 0.66) - (0.66)
Impact of brought forward losses or depreciation ( 10.20) - (8.09)
Provision for employee benefits ( 0.84) - (0.70)
Deferred tax assets (net) (11.08) - (8.96)
(c) Movement in deferred tax assets/(liabilities) for the year ended March 31, 2023 is as follows: (₹ in Million)
Description Recognised in Profit Recognised in other Closing balance
or loss comprehensive Income
Deferred tax assets in relation to:
Impact of brought forward losses or depreciation 0.50 - 2.11
Provision for employee benefits ( 0.19) - 0.14
Total 0.31 - 2.25
Deferred tax liabilities in relation to:
Right-of-use assets and lease liabilities ( 0.22) - (0.12)
Deferred tax assets (net) 0.09 - 2.13
273GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 36
Leases
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
(₹ in Million)
Particulars Office building
As at April 01, 2022 18.50
Additions 85.63
Depreciation expense ( 16.22)
As at March 31, 2023 87.90
Additions 30.28
Depreciation expense ( 23.31)
As at Mar 31, 2024 94.88
Additions -
Depreciation expense ( 31.83)
Other Adjustments (Refer note no.45 (a)(4)) ( 0.08)
As at March 31, 2025 62.97
Set out below are the carrying amounts of lease liabilities and the movements during the year:
(₹ in Million)
For the period For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Opening balance 94.28 83.64 18.89
Addition during the year - 30.31 85.74
Accretion of interest 7.48 7.22 2.85
Payments (including payment of interest on lease liability) ( 33.08) ( 26.88) ( 23.84)
Closing balance 68.68 94.28 83.64
(₹ in Million)
For the period For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Current 39.54 26.36 14.59
Non-current 29.14 67.92 69.05
Total 68.68 94.28 83.64
The effective interest rate for lease liabilities is 9.0%, with maturity between 2026-2061.
The following are amounts recognised in profit or loss: (₹ in Million)
For the period For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Depreciation expense of right-of-use assets 31.84 23.31 16.22
Interest expense on lease liabilities 7.48 7.22 2.85
Expense relating to short-term leases (included in other
39.32 30.52 19.07
expenses)
Note 37
Capital management
The Company manages it's capital to ensure that the Company will be able to continue as going concern, while maximising
the return to stake holders through efficient allocation of capital towards expansion of business, optimisation of working
capital requirements and deployment of surplus funds into various investment options. The Company’s funding
requirements are met through equity infusions and term loan from banks.
The Company's adjusted net debt to equity ratio as at year end were as follows: (₹ in Million)
Particulars For the period For the year For the year
ended March 31, ended March 31, ended March 31,
2025 2024 2023
Long-term borrowings including lease liabilities 757.13 149.70 196.52
Current maturities of long term borrowing including lease
3,655.12 3,122.69 1,024.66
liabilities
Total borrowings 4,412.25 3,272.38 1,221.19
Less:
Cash and cash equivalents 50.51 49.92 20.60
Bank balances other than cash and cash equivalents 557.30 629.13 253.70
Net debt 3,804.44 2,593.33 946.89
Total equity 2,271.29 1,635.80 1,118.26
Adjusted net debt to total equity ratio 1.68 1.59 0.85
The Management of the Company reviews the capital structure of the Company on regular basis. As part of this review, the
management of the Company considers risk associated with the movement in the working capital.
274GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 38
Disclosure in respect of Indian Accounting Standard 24 “Related Parties Disclosures”
Related parties Disclosure
i) List of related parties
List of the related parties and all related party transactions of the consolidated entities (whether eliminated on
consolidation or not), which require disclosure under Ind AS 24 and/ or covered under section 188(2) of the
Companies Act, 2013 (as amended), as disclosed in the separate financial statement of the consolidated entities,
should be disclosed in the restated financial information.
Name of Related Party and Relationship
a) Subsidiary Company
Name of Party Relationship
Electronics Bazaar FZC (Incorporated in UAE) Subsidiary
b)Step Down Subsidiary
Name of Party Relationship
Bright World Technology Inc (Incorporated in USA)* Step down Subsidiary
Sun Electronics Corporation (Incorporated in USA)* Step down Subsidiary (July 09, 2024)
Kay Kay Overseas Corporation (Incorporated in USA)* Step down Subsidiary (July 09, 2024)
Electronics Bazaar B.V.* (Incorporated in Netherlands) Step down Subsidiary (August 05, 2024)
Electronics Bazar Inc (Incorporated in Canada)* Step down Subsidiary (May 14, 2024)
* Investment made in step down subsidiary which is disclosed above are investment made at Zero Par Value.
c) Key Management Personnel (KMP) and their relatives
Name of Party Relationship
Sharad Khandelwal Managing Director
Vidhi Khandelwal Non Executive Director
Rinku Arora (wef 22nd November'2024) Independent Director
Pramila Khandelwal Relative of Director
Sheetal Kumar Dak (wef 22nd November'2024) Independent Director
Ajay Pancholi (wef 08th Oct'2024) Non Executive Director
Amit Midha Non Executive Director
Vivek Khandelwal Relative of Director
Karuna Ringshia Relative of Director
Govindnarain Khandelwal Relative of Director
Sohum Khandelwal Relative of Director
Satya Narain Rawat Relative of Director
Meera Rawat Relative of Director
Nidhee Khandelwal Relative of Director
Ashish Rawat Relative of Director
Raakesh Jhunjhunwala (wef 22nd November'2024) CFO
Sarita Tufani Vishwakarma (wef 08th October' 2024) Company Secretary
Shubhra Dhamani Relative of Director
d) Entities where there is significant influence through KMP or their relatives
Name of Party Relationship
Kay Kay overseas corporation Associate Concerns
R2 venture Associate Concerns
Electronics Bazar Inc (Incorporated in USA) Associate Concerns
Amiable Electronics Private Limited Holding Company
RR Enterprise Associate Concerns
e) Shareholder
Amit Midha Shareholder
ii) Related Party Transactions
For the period ended March 31, 2025 (₹ in Million)
Transaction During Outstanding balance as on
Name of Entity Nature of Transaction
Current Period Previous Year Current Period Previous Year
Kay Kay Overseas Corporation Purchases 7 57.52 4 54.49 - -
Sales 5 .27 0 .73
Rent Paid 1 .56 - - -
R2 Venture Purchases 3 8.54 4 0.37 ( 5.61) ( 2.90)
Sales 0 .31 -
Sales 1 ,140.94 1 ,298.72
Electronics Bazar Inc (USA) Purchase 1 ,049.27 1 ,661.70 ( 32.76) 4 71.99
Foreign exchange Gain/(Loss) 0 .17 0 .42
Amiable Electronics Private Limited Sales 0 .69 0 .87 - -
Purchase 9 29.56 -
Advance Given 9 51.21 1 98.07 2 21.28 1 98.94
RR Enterprise Sales 9 7.09 5 89.90 - -
Purchase 3 8.09 5 65.18
Sharad Khandelwal Managerial Remuneration 6 .45 6 .00 ( 0.93) -
Personal Guarantee 5 92.42 2 ,318.21 ( 3,696.13) ( 3,223.33)
Vidhi Khandelwal Managerial Remuneration - 6 .00 - -
Personal Guarantee 5 92.42 2 ,318.21 ( 3,696.13) ( 3,223.33)
Raakesh Jhunjhunwala Salary 3 .21 - ( 0.39) -
Sarita Tufani Vishwakarma Salary 0 .70 - ( 0.11) -
Rinku Arora Director Sitting Fees 0 .70 - - -
Sheetal Kumar Dak Director Sitting Fees 0 .65 - - -
Amit Midha Unsecured loan 5 98.23 - ( 598.23) -
275GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
For the year ended March 31, 2024 (₹ in Million)
Transaction During Outstanding balance as on
Name of Entity Nature of Transaction
Current year Previous Year Current year Previous Year
Kay Kay Overseas Corporation Purchases 4 54.49 5 41.17 - -
Sales 0 .73 1 0.36
R2 Venture Purchases 4 0.37 1 9.11 ( 2.90) -
Sales - -
Electronics Bazar Inc (USA) Sales 1 ,298.72 4 76.35
Purchase 1 ,661.70 6 69.12 4 71.99 -
Foreign exchange Gain/(Loss) 0 .42 -
Amiable Electronics Private Limited Sales 0 .87 - - -
Purchase - - - -
Advance Given 1 98.07 - 1 98.94 -
RR Enterprise Sales 5 89.90 8 5.95 - -
Purchase 5 65.18 4 18.37
Sharad Khandelwal Managerial Remuneration 6 .00 6 .00 - -
Personal Guarantee 2 ,318.21 6 25.90 ( 3,223.33) ( 1,520.22)
Vidhi Khandelwal Managerial Remuneration 6.00 6 .00 - -
Personal Guarantee 2 ,318.21 6 25.90 ( 3,223.33) ( 1,520.22)
For the year ended March 31, 2023 (₹ in Million)
Transaction During Outstanding balance as on
Name of Entity Nature of Transaction
Current year Previous Year Current year Previous Year
Kay Kay Overseas Corporation Purchases 5 41.17 2 60.44 - -
Sales 1 0.36 3 1.23
R2 Venture Purchases 1 9.11 3 2.14 - ( 1.40)
Sales - 0 .31
Electronics Bazar Inc (USA) Sales 4 76.35 0 .28 - -
Purchases 6 69.12 -
RR Enterprise Sales 8 5.95 1 07.40
Purchases 4 18.37 2 87.98 - -
Sharad Khandelwal Managerial Remuneration 6 .00 - - -
Personal Guarantee 6 25.90 2 ,004.10 ( 1,520.22) ( 996.90)
Vidhi Khandelwal Managerial Remuneration 6 .00 - - -
Personal Guarantee 6 25.90 2 ,004.10 ( 1,520.22) ( 996.90)
Related party transaction Eliminated for Restated Consolidated Financial Statement
(As per Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations)
For the period ended March 31, 2025 (₹ in Million)
Transaction During Outstanding balance as on
Name of Entity Nature of Transaction
Current year Previous Year Current year Previous Year
Electronics Bazaar FZC Sales 2 ,276.41 1 48.79
Service income 9 .78 - 9.78 -
Foreign exchange Gain/(Loss) 1 9.50 0 .45
Standby Letter of Credit - 5 50.00 7 01.68 ( 770.00)
Corporate Guarantee 7 33.32 1 81.25 ( 954.49) ( 238.25)
Brightworld Technology Sales 7 61.15 3 6.82 - -
Purchases 6 1.24 5 .84 - -
Kay kay overseas corporation (USA) Sales 2 4.66 - - -
For the year ended March 31, 2024
Transaction During Outstanding balance as on
Name of Entity Nature of Transaction
Current year Previous Year Current year Previous Year
Purchases - - - -
Electronics Bazaar FZC Sales 1 48.79 1 ,201.11
Foreign exchange Gain/(Loss) 0 .45 2 9.34 - -
Standby Letter of Credit 5 50.00 2 20.00 ( 770.00) ( 220.00)
Corporate Guarantee 1 81.25 5 5.93 ( 238.25) ( 55.93)
Brightworld Technology Sales 3 6.82 - - -
Purchases 5 .84 - - -
For the year ended March 31, 2023
Transaction During Outstanding balance as on
Name of Entity Nature of Transaction
Current year Previous Year Current year Previous Year
Electronics Bazaar FZC Sales 1 ,201.11 4 46.66 - ( 310.17)
Corporate Guarantee 5 5.93 - ( 55.93) -
Standby Letter of Credit 2 20.00 - ( 220.00) -
276GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 39
Segment Information
The Chief Operating Decision Maker ('CODM') evaluates the Group's performance and allocates resources based on an analysis of Various performance indicators by reportable segments. The Group's reportable
segments is divided based on Geographical Segment which is as follows:
1.India
2 Outside India
a. United States of America
b. United Arab Emirates
c. Rest of the world
As at March 31, 2025 According to Geographical Locations (₹ in Million)
Particulars Outside India Within India Total
Total Income
Sales 1 0,657.82 3 ,453.28 14,111.10
Other income (Export incentive and Forex) 1 5.07 - 15.07
Result
Segment Result 1 ,520.06 1 ,019.71 2 ,539.77
Unallocated Income - - 77.49
Unallocated Expenses - - 1 ,355.79
Interest - - 3 83.50
Operating Profit - - 8 77.97
Depreciation & Amortization - - 9 4.51
Profit Before Tax - - 7 83.46
Current tax Expenses - - 9 3.09
Net Profit Available for Equity Shareholders 6 90.37
Other information :-
Segment Assets
Trade Receivable 4 04.56 271.60 676.16
Unallocated Assets - - 6,518.44
Unallocated Liability - - 7,194.61
Geographical Information
Total Income from India - - 3,453.28
Total Income from Outside India - - 1 0,672.90
As at March 31, 2024 According to Geographical Locations (₹ in Million)
Particulars Outside India Within India Total
Total Income
Sales 6 ,597.48 4 ,783.90 11,381.38
Other income (Export incentive and Forex) 2 6.64 26.64
Result
Segment Result 8 28.00 6 00.16 1 ,428.15
Unallocated Income - - 29.96
Unallocated Expenses - - 6 09.07
Interest - - 2 39.27
Operating Profit - - 6 09.77
Depreciation & Amortization - - 3 6.54
Profit Before Tax - - 5 73.23
Current tax Expenses - - 5 0.18
Net Profit Available for Equity Shareholders - - 5 23.05
Other information :-
Segment Assets
Trade Receivable 7 56.05 4 13.01 1 ,169.06
Unallocated Assets - - 4,689.18
Unallocated Liability - - 5,858.24
Geographical Information
Total Income from India - - 4,783.90
Total Income from Outside India - - 6 ,624.12
As at March 31, 2023 According to Geographical Locations (₹ in Million)
Particulars Outside India Within India Total
Total Income
Sales 3 ,332.50 3 ,262.92 6,595.42
Other income (Export incentive and Forex) 1 8.92 - 18.92
Result
Segment Result 4 77.48 5 52.89 1 ,030.36
Unallocated Income - - 13.51
Unallocated Expenses - - 5 43.48
Interest - - 1 18.41
Operating Profit - - 3 81.99
Depreciation & Amortization - - 2 7.80
Profit Before Tax - - 3 54.18
Current tax Expenses - - 2 9.91
Net Profit Available for Equity Shareholders 3 24.27
Other information :-
Segment Assets
Trade Receivable 4 68.73 442.71 9 11.44
Unallocated Assets - - 1,943.58
Unallocated Liability - - 2,855.02
Geographical Information
Total Income from India - - 3,262.92
Total Income from Outside India - - 3 ,351.43
277GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 40 Corporate Social Responsibility(CSR) (₹ in Million)
Where the company covered under section 135 of the companies act, the As at As at For the year ended
following shall be disclosed with regard to CSR activities:- March 31, 2025 March 31, 2024 March 31, 2023
(a) amount required to be spent by the company during the year, 2.76 1.63 0.93
(b) amount of expenditure incurred, 2 .76 1.63 0.93
(c) shortfall at the end of the year, - - -
(d) total of previous years shortfall, - - -
(e) reason for shortfall, - - -
(f) nature of CSR activities Children* Children* Children*
(g) details of related party transactions, e.g., contribution to a trust
controlled by the company in relation to CSR expenditure as per NA NA NA
relevant Accounting Standard,
NA NA NA
(h) where a provision is made with respect to a liability incurred by NA NA NA
entering into a contractual obligation, the movements in the provision
during the year should be shown separately. NA NA NA
*Education to under Privileged children and poverty
278GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 41 Employee benefits
1. Defined contribution plans
The Company has recognized the following amounts in the Statement of Profit and Loss towards contribution to defined
contribution plans which are included under contribution to provident and other funds in note 21:
(₹ in Million)
For period ended For Year ended For Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Provident and other funds 2 .31 5 .06 1.05
Total 2 .31 5 .06 1 .05
2. Defined Benefit Plans
Gratuity: In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan ("The
Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement
(subject to completion of five years of continuous employment), death, incapacitation or termination of employment that are based
on last drawn salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation on
the reporting date and the Company's Gratuity plan is funded.
The disclosure in respect of the defined Gratuity Plan are given below:
Amount recognized in the balance sheet is as under:
Particulars (₹ in Million)
For period ended For Year ended For Year ended
Gratuity
March 31, 2025 March 31, 2024 March 31, 2023
Current 2 .21 2 .15 5.08
Non-current 8 .67 4 .07 1.62
Total 1 0.88 6 .23 6.70
A. Balance Sheet
(₹ in Million)
For period ended For Year ended For Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Present value of plan liabilities 2 0.19 12.59 7.77
Fair value of plan assets 9 .31 6 .36 1.07
Asset/(Liability) recognized (10.88) (6.23) (6.70)
B. Movements in Defined Benefit Obligation
(₹ in Million)
For period ended For Year ended For Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Opening liabilities 1 2.59 7 .77 4.37
Current service cost 7 .43 4 .51 2.77
Interest Cost 0 .80 0 .52 0.26
Actuarial (Gains)/Losses on Obligations - Due to Change in
0 .36 (0.03) (0.45)
Financial Assumptions
Actuarial (Gains)/Losses on Obligations - Due to Experience (0.97) (0.23) 0.74
Employer contributions (0.20)
FCTR 0 .18 0 .05 0.09
Closing liabilities 2 0.19 12.59 7.77
C. Statement of Profit and Loss (₹ in Million)
For period ended For Year ended For Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Employee Benefit Expenses:
Current service cost 7 .43 4 .51 2.77
Interest Cost 0 .34 0 .44 0.26
Net impact on profit (before tax) 7 .77 4 .95 3.03
Amount recognised in Statement of Profit and Loss* 7 .77 4 .95 3.03
(₹ in Million)
For period ended For Year ended For Year ended
Breakup of actuarial (gain)/loss:
March 31, 2025 March 31, 2024 March 31, 2023
Description
Actuarial (gain)/loss from change in financial assumption 0 .36 (0.03) (0.45)
Actuarial (gain)/loss from experience adjustment (0.97) (0.23) 0.74
Total actuarial (gain)/loss (0.61) (0.26) 0.29
279GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
D. Assumptions
Withtheobjectiveofpresentingtheplanassetsandplanliabilitiesofthedefinedbenefitsplans attheirfairvalueonthebalance
sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.
The significant actuarial assumptions were as follows:
For period ended For Year ended For Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Financial Assumptions
Discount rate 5.79% 6.09% 6.15%
Salary Escalation Rate 7.50% 7.40% 6.60%
Employee Turnover Rate 12.50% 12.50% 12.50%
Demographic Assumptions
Mortality in Service : 100% of Indian Assured Lives Mortality (2012-14)
(₹ in Million)
For period ended For Year ended For Year ended
E Balance Sheet Reconciliation
March 31, 2025 March 31, 2024 March 31, 2023
Opening Net Liability 6 .23 6 .70 4 .37
Expenses Recognized in Statement of Profit or Loss 7 .77 4 .95 3 .03
Expenses Recognized in OCI ( 0.79) ( 0.42) 0 .27
FCTR 0 .18 0 .05 0 .09
(Employer's Contribution) ( 2.51) ( 5.06) ( 1.05)
Balance at the end 1 0.88 6 .23 6.70
F. Sensitivity
The sensitivity of the overall plan liabilities to changes in the weighted key assumptions are: (₹ in Million)
For period ended For Year ended For Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Impact on defined benefit obligation
Delta Effect of +1% Change in Rate of Discounting (0.97) (0.63) (0.42)
Delta Effect of -1% Change in Rate of Discounting 1 .08 0 .70 0.47
Delta Effect of +1% Change in Rate of Salary Increase 0 .98 0 .63 0.43
Delta Effect of -1% Change in Rate of Salary Increase (0.91) (0.59) (0.39)
Delta Effect of +1% Change in Rate of Employee Turnover (0.17) (0.11) (0.10)
Delta Effect of -1% Change in Rate of Employee Turnover 0 .18 0 .12 0.11
Thesensitivityanalysesabovehavebeendeterminedbasedonreasonablypossiblechangesoftherespectiveassumptionsoccurring
attheendofthereportingperiodandmaynotberepresentativeoftheactualchange.Itisbasedonachangeinthekeyassumption
whileholdingallotherassumptionsconstant.Whencalculatingthesensitivitytotheassumption,thesamemethodusedtocalculate
the liabilityrecognized in the balance sheet has been applied.The methodsand types ofassumptions used in preparingthe
sensitivity analysis did not change compared with the previous period.
Furthermore,inpresentingtheabovesensitivityanalysis,thepresentvalueoftheDefinedBenefitObligationhasbeencalculated
usingtheprojectedunitcreditmethodattheendofthereportingperiod,whichisthesamemethodasappliedincalculatingthe
Defined Benefit Obligation as recognised in the balance sheet.
G. The defined benefit obligations shall mature as follows: (₹ in Million)
For period ended For Year ended For Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
1st Following Year 2 .10 1 .28 0.68
2nd Following Year 1 .96 1 .28 0.83
3rd Following Year 1 .94 1 .25 0.79
4th Following Year 1 .90 1 .24 0.77
5th Following Year 1 .88 1 .26 0.81
Sum of Years 6 To 10 7 .87 5 .35 3.40
Sum of Years 11 and above 1 4.95 9 .35 6.01
280GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 42 Fair value measurement
Financial instruments classified by categories
(₹ in Million)
As at
March 31, 2024 March 31, 2023
March 31, 2025
Particulars
Amortised Amortised
Amortised cost FVTPL FVOCI FVTPL FVOC FVTPL FVOCI
cost cost
I
Financial assets
Investments - - - - 70.12 - - - -
Cash and cash equivalents 50.51 - - 4 9.92 - - 2 0.60 - -
Bank balances other than cash and cash
557.30 - - 6 29.13 - - 2 53.70 - -
equivalents
Trade receivables 676.16 - - 1 ,169.06 - - 9 11.44 - -
Other financial assets 599.64 - - 2 96.57 - - 9 9.61 - -
Total financial assets 1,883.61 - - 2 ,144.68 70.12 - 1 ,285.34 - -
Financial liabilities
Borrowings 4,343.57 - - 3 ,178.10 - - 1 ,137.55 - -
Lease Liabilities 68.68 - - 9 4.28 - - 8 3.64 - -
Trade payables 267.17 - - 8 41.16 - - 1 04.05 - -
Other financial liabilities 201.69 - - 9 9.94 - - 4 11.52 - -
Total financial liabilities 4,881.11 - - 4 ,213.49 - - 1 ,736.75 - -
Fair value hierarchy :
The Company uses the following hierarchy for determining and disclosing the fair value of financial assets by valuation technique:
Financial assets and financial liabilities measured at fair value in the balance sheet are divided into three levels of a fair value hierarchy. The three levels are defined
Level 1 - Quoted prices (unadjusted) in active markets for financial instruments.
Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation technique which maximise the use of observable
market data and rely as little as possible on entity specific estimates.
Level 3 - If one or more of the significant inputs is not based on observable market data, the instrument is include in level 3.
Financial assets and liabilities measured at fair value – recurring fair value measurements: (₹ in Million)
As at March 31, 2025 Level 1 Level 2 Level 3 Total
Financial assets
Investments measured at fair value through
profit and loss
Investment in mutual funds- quoted - - - -
As at March 31, 2024 Level 1 Level 2 Level 3 Total
Financial assets
Investments measured at fair value through
profit and loss
Investment in mutual funds- quoted 70.12 - - 7 0.12
As at March 31, 2023 Level 1 Level 2 Level 3 Total
Financial assets
Investments measured at fair value through
profit and loss
Investment in mutual funds- quoted - - - -
As at April 01, 2022 Level 1 Level 2 Level 3 Total
Financial assets
Investments measured at fair value through
- - - -
profit and loss
Investment in mutual funds- quoted
Valuation process and technique used to determine fair value
(i)The fair value of investments in mutual fund units is based on the net asset value ('NAV') as stated by the issuers of these mutual fund units in the published statements
as at each reported date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the
(ii) Investment in Equity shares of subsidiaries are measured at cost
Fair value of financial assets and liabilities measured at amortised cost:
The carrying amounts of trade receivables, trade payables, cash and cash equivalents, other current financials assets and liabilities are considered to be the same as their
fair values, due to their short-term nature. For non-current financial assets and lease liabilities, carrying amount is a reasonable approximation of fair value.
281GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 43 Financial risk management objectives and policies
The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company's activity expose it to market risk, liquidity
risk, and credit risk. The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. This
note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.
Risk Exposure arising from
Cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables and
Credit risk
other financial assets measured at amortised cost.
Liquidity risk Borrowings, lease liabilities, trade payables and other financial liabilities
Market risk – price Investment in mutual funds
Market risk – foreign exchange Receivables and payables denominated in foreign currency
i) Credit risk
CreditriskistheriskthatacounterpartyfailstodischargeanobligationtotheCompany.TheCompanyisexposedtothisriskforvariousfinancialinstruments,for
exampletradereceivablestocustomers,deposits,etc.TheCompany’smaximumexposuretocreditriskislimitedtothecarryingamountoffollowingtypesoffinancial
assets.
- cash and cash equivalents,
- bank balances other than cash and cash equivalents
- trade receivables, and
- Other financial assets
CreditriskoncashandcashequivalentsandbankdepositsandotherfinancialassetsislimitedastheCompanygenerallyinvestsindepositswithbankswithhighcredit
ratingsassignedbydomesticcreditratingagencies.Otherfinancialassetsmeasuredatamortisedcostincludessecuritydepositsandtradereceivables.Creditriskrelated
totradereceivableandotherfinancialassetsismanagedbymonitoringtherecoverabilityofsuchamountscontinuouslyandmonitoringthecreditworthinessofthe
counterparties.
ii) Liquidity risk
LiquidityriskistheriskthattheCompanywillnotbeabletomeetitsfinancialobligationsastheybecomedue.TheCompany'sobjectiveisto,atalltimesmaintain
optimumlevelsofliquiditytomeetitscashandcollateralobligations.UltimateresponsibilityforliquidityriskmanagementrestswiththeBoardofDirectors.The
Company'smanagesliquidityriskbymaintainingadequatereserves,bankingfacilitiesandreserveborrowingfacilities,bycontinuouslymonitoringforecastandactual
cashflows.ThefollowingtableshowsthematurityanalysisoffinancialliabilitiesoftheCompanybasedoncontractuallyagreedundiscountedcashflowsasatthe
Balance Sheet date:
(₹ in Million)
More than 5
March 31, 2025 Less than 1 year 1-5 year Total
years
Non-derivatives
Borrowings* 3,615.58 727.99 - 4 ,343.57
Lease liabilities 39.54 29.14 - 6 8.68
Trade payables 267.17 - - 2 67.17
Other financial liabilities 193.02 - - 1 93.02
Non current other financial liabilities - 8.67 8 .67
Total 4,115.31 765.80 - 4 ,881.11
(₹ in Million)
More than 5
March 31, 2024 Less than 1 year 1-5 year Total
years
Non-derivatives
Borrowings* 3,096.33 81.77 - 3 ,178.10
Lease liabilities 26.36 67.92 - 9 4.28
Trade payables 841.16 - - 8 41.16
Other financial liabilities 95.87 - - 9 5.87
Non current other financial liabilities - 4.07 4 .07
Total 4,059.71 153.77 - 4 ,213.49
282GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
(₹ in Million)
More than 5
March 31, 2023 Less than 1 year 1-5 year Total
years
Non-derivatives
Borrowings* 1,006.24 131.31 - 1 ,137.55
Lease liabilities 18.43 65.21 - 8 3.64
Trade payables 104.05 - - 1 04.05
Other financial liabilities 409.90 1.62 - 4 11.52
Total 1,538.61 198.14 - 1 ,736.75
* Maturities includes interest on borrowings.
iii) Market risk - Price risk
The Company’s exposure to price risk arises from investments held and classified in the financials statements at fair
value through profit or loss. To manage the price risk arising from investments, the Company diversifies its portfolio
of assets.
Sensitivity Analysis
The table below summarises the impact of increase/decrease of the index on the Company's profit for the year :
(₹ in Million)
As at
As at As at
March 31,
March 31, 2025 March 31, 2023
2024
Mutual funds
Net assets value – increase by 100 bps - 0.70 -
Net assets value – decrease by 100 bps - (0.70) -
Market risk - Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. The Company is exposed to foreign exchange risk through its services from its
group companies in foreign currencies.
Note No: 44 Contingent Liabilities
(₹ in Million)
As at
As at As at
Particulars March 31,
March 31, 2025 March 31, 2023
2024
Contingent Liabilities
Income tax(CIT Appeals) 0.57 0.57 -
GST (ACST Appeals) 91.69 26.99 -
283GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 45
45 (a) (1) First Time Ind As Adoption Reconciliation
For thepurpose of Special PurposeInd AS Financial Statement for theperiod ended March 31, 2025, March31, 2024,March 31, 2023 ,the
Group has adopted Ind AS with effect from March 31 2022 with comparatives being restated. Accordingly the impact of transition has been
provided in the Opening Reserves as at 1st April 2021. The figures for the previous periods have been restated, regrouped and reclassified
wherever required to comply with the requirement of Ind AS and Schedule III.
Set out belowaretheIndAS101 optional exemptionsavailedasapplicableandmandatoryexceptions appliedinthetransitionfromprevious
GAAP to Ind AS
(i) Classification and measurement of financial assets
TheGrouphasassessedconditionsforclassificationofthefinancialassets onthebasisofthefactsandcircumstancesthatwereexistonthedate
of transition to Ind AS.
(ii) Deemed cost of property, plant and equipment and intangible assets
TheGrouphaselected tomeasureitemsofproperty,plantandequipmentandintangibleassets atitscarryingvalueatthetransitiondateexcept
for certain class of assets which are measured at fair value as deemed cost.
(iii) Right to use Asset
TheCompanyhaselectedtoconsidertheROUasadoptedandcreatedbytheCompanyaspertheprevalinglawofthecountryofincorporation,hence
the Lease Liablity on the same is created at the same rate of discounting as adopted in the audited Financials of Subsidiary.
(iv) Fair value measurement of financial assets and financial liabilities at initial recognition
TheGrouphasappliedtherequirementsinparagraphB5.1.2A(b)ofIndAS109prospectivelytotransactionsenteredintoonorafterthedateof
transition to Ind AS. This exemption has been availed by the Group.
(v) Business Combinations
IndAS101providestheoptiontoapplyIndAS103prospectivelyfromthetransitiondateorfromaspecificdatepriortothetransitiondate.Thisprovidesrelief
fromfullretrospectiveapplicationthatwouldrequirerestatementofallbusinesscombinationspriortothetransitiondate.TheGroupelected toapplyIndAS103
prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated.
(vi) Cumulative translation differences on foreign operations
TheGrouphaselected theoptiontoreset thecumulativetranslationdifferences onforeignoperationsthatexistsasofthetransition datetozero.
(vi) Investments in Subsidiaries
(vii) Investments in Subsidiaries
The Group has elected to measure Investment in Subsidiaries at cost.
45 (a)(2) Reconciliation of Total Equity (₹ in Million)
Particulars Note As at As at As at
March 31, 2025 Mar 31, 2024 Mar 31, 2023
Total equity under previous GAAP 492.36 492.36 492.36
Add / (Less) : Adjustments for GAAP Differences
Allowance for expected credit loss on Trade receivable - - -
Accounting for Leases as per IND AS 116 - - -
Measurement of Financial liabilities at Amortised cost
Measurement of Financial assets at Amortised cost - - -
Reclassification on Preference share capital - - -
Deferred Tax adjustments on tha above (net) - - -
*Includes IND AS adjustments in subsidiaries restated in prior
Periods Pursuant to Common Control business combination
Impact of errors/Prior period errors
Fair Valuation as Deemed Cost for Property, Plant and - - -
Equipment Impact on Revenue on account of Ind AS 115
Provision for Warranty - - -
Effect of Measuring Investments at FVTPL - - -
Recognition of Grautity Liability as Per Actuarial Valuation - - -
Recognition of Leave Encashment as Per Actuarial Valuation - - -
Tax impact on Ind AS adjustments (including on unrealised intra - - -
group profits in Inventories
Lease Accounting as per Ind AS 116 - - -
Other Ind AS adjustments - - -
Equity as per Ind AS 492.36 492.36 492.36
284GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
(₹ in Million)
45 (a)(3) Reconciliation of Total Comprehensive income Note As at As at As at
March 31, 2025 Mar 31, 2024 Mar 31, 2023
Profit for the year as per previous GAAP 717.71 513.89 355.24
Add / (Less) : Adjustments for GAAP Differences
Allowance for expected credit loss on Trade receivable - - -
Measurement of Financial liabilities at Amortised cost - - -
Measurement of Financial assets at amortised cost - - -
Reclassification on Preference dividend - - -
Impact of errors/Prior period errors - - -
*Includes IND AS adjustments in subsidiaries restated in prior
Periods Pursuant to Common Control business combination
Effect of Measuring Investments at FVTPL a 0.83 2.62 -
Recognition of Grautity Liability as Per Actuarial Valuation b (7.54) 3.11 1.86
Deferred tax adjustments on the above c 3.41 0.88 (0.41)
Accounting for Leases as per IND AS 116 d (1.23) 2.55 (32.41)
Other Ind AS adjustments (12.63) (5.51) (0.96)
Total adjustment to P&L (17.16) 3.65 (31.92)
Total Comprehensive income under INDAS 700.55 517.54 323.32
45 (a) (4) The reconciliation is respect of the figures of equity and total comprehensive income between the
AuditedConsolidatedIndASFinancialStatementsasatandfortheyearendedMarch31,2025andtheRestated
Equity as per date of transition April 01, 2021 is as given below
Reconciliation of Total Equity (₹ in Million)
Particulars As at
March 31, 2025
Total equity as per Audited IND AS financial statements for
2,271.29
the period ended March 31, 2025
Add / (Less) : Adjustments for Differences
Lease Adjustments (0.08)
Equity as per Ind AS Special purpose restated consolidated 2,271.21
financials
Reconciliation of Total Comprehensive income (₹ in Million)
Particulars As at
March 31, 2025
Total Comprehensive as per Audited IND AS financial 700.13
statements for the period ended March 31, 2025
Add / (Less) : Adjustments for Differences
Total adjustment to P&L Depreciation on ROU (0.02)
Total Comprehensive income INDAS Special purpose 700.11
restated consolidated financials
285GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Reconciliation of Deffered tax (₹ in Million)
Particulars As at
March 31, 2025
Deferred tax as per Audited IND AS financial statements for 9.86
the period ended March 31, 2025
Add / (Less) : Adjustments for Differences (0.01)
Deferred tax INDAS Special purpose restated consolidated 9.86
financials
Notes on Reconciliation between Previous Gaap and IND AS
a) Investment other than Investment in Subsidiaries
Under previous GAAP, Investments were valued Cost. Under Ind AS the investment in Equity Shares & Mutual Funds are classified as financial
asset measured at fair value through profit & loss. Accordingly, the impact of difference in carrying amount as per previous GAAP and fair value
as on reporting date has been taken in the respective periods
b)Actuarial gains and losses
Theimpactisonaccountofmeasurementofemployee benefits obligationsasperIndAS19.UnderpreviousGAAP,actuarialgainsandlosses
wererecognised inprofitandloss.UnderIndAS,theactuarialgainsandlossesformingpartofremeasurementofthenetdefinedbenefitliability/
asset, are recognised in the Other Comprehensive Income (OCI) under Ind AS instead of profit or loss.
c) Deferred Tax
ThepreviousGAAPrequires deferredtaxaccounting usingtheincomestatementapproach,whichfocusesondifferences betweentaxableprofits
and accounting profits for the period. Ind AS
12 requires entities toaccount for deferredtaxes usingbalancesheet approachwhichfocusesontemporarydifferences betweenthecarrying
amount of an asset or liabilityin the balance sheet and its tax base. Various transitional adjustments has resultedin recognition of temporary
differences.
d) Leases accounting under Ind AS 116
UnderpreviousGAAP,LeasewasaccounttedeitherfinanceleaseoroperatingwhereasunderIndASleaseliabilityandROUassetarerecognised
and there is no such bifurcation.
45(b)ThereisnochangeinaccountingpolicyfollowedbytheCompanyfromitsIGAAP/IFRSauditedaccountsoftheIndianCompanyandits
ForeignSubsidiaryotherthaninaccordancewithInd-AS101‘First-timeAdoptionofIndianAccountingStandards’(IndAS101)inpreparingits
opening Restated Consolidated Financial Information which is given in Note 45 (a)
286GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 46 Ratio Analysis and its elements
As at As at As at
Particulars
March 31, 2025 Mar 31, 2024 Mar 31, 2023
i) Current Ratio =Current asset divided by Current Liabilities
Current Asset 6,749.27 5,367.10 2 ,646.59
Current Liabilities 4,138.70 4,059.71 1 ,538.61
Current Ratio 1.63 1.32 1.72
(%) of change from previous year 23.35% -23.14%
ii) Debt+Equity ratio = Total Debts Divided by Shareholders equity
Total Debts 4,343.57 3,178.10 1,137.55
Share holder's Equity 2,264.55 1,631.41 1 ,115.95
Debt Equity Ratio 1.92 1.95 1.02
(%) of change from previous year -1.54% 91.11%
iii) Debt Service Coverage Ratio (DSCR) = Earnings available for debt Services divided by total interest and Principal repayments
Earnings available for Debt service 1,168.34 849.04 5 00.40
Total interest and Principal repayments 4,727.07 3,417.37 1 ,255.96
Debt Service Coverage Ratio 0.25 0.25 0.40
(%) of change from previous year -0.52% -37.64%
iv) Return on Equity = Profit after tax divided by Shareholders fund
Profit for the year 690.33 523.05 324.28
Average Shareholders Equity 1947.98 1373.68 954.57
Return on Equity 35.44% 38.08% 33.97%
(%) of change from previous year -6.93% 12.08%
v) Inventory Turnover Ratio = Cost of goods sold divided by Average inventory
Cost of Goods sold 1 1,586.43 9,979.86 5 ,583.97
Average inventory 4,004.14 2,246.29 1 ,238.67
Inventory Turnover Ratio 2.89 4.44 4.51
(%) of change from previous year -34.87% -1.45%
vi) Trade Receivable Turnover Ratio = Revenue from Operations divided by average trade receivables
Revenue from Operation 1 4,111.10 11,381.38 6 ,595.42
Average trade receivable 922.61 1,040.25 6 66.64
Trade Receivable Turnover Ratio 1 5.29 10.94 9.89
(%) of change from previous year 39.79% 10.59%
vii) Trade Payable Turnover Ratio = Revenue from Operations divided by average trade Payable
Revenue from Operation 1 4,111.10 11,381.38 6,595.42
Average trade Payable 554.16 472.61 5 2.03
Trade Payable Turnover Ratio 2 5.46 24.08 1 26.77
(%) of change from previous year 5.74% -81.00%
viii) Net Capital Turnover Ratio = Revenue from Operation Divided by Working capital
Revenue from Operation 1 4,111.10 11,381.38 6,595.42
Working Capital 2 ,610.57 1 ,307.39 1 ,107.98
Net Capital Turnover Ratio 5.41 8.71 5.95
(%) of change from previous year -37.91% 46.24%
IX) Net Profit Ratio = Net Profit after Tax Divided by Revenue from Operation
Net profit after Tax 690.33 523.05 3 24.28
Revenue from Operation 1 4,111.10 11,381.38 6,595.42
Net Profit Ratio 4.89% 4.60% 4.92%
(%) of change from previous year 6.45% -6.53%
x) Return on Capital Employed = Earnings before interest and tax divided by Capital Employed
Earning before Interest and Tax 1,261.44 849.04 5 00.40
Capital Employed 5,708.82 3,531.50 1,523.34
Return on Capital Employed 22.10% 24.04% 32.85%
(%) of change from previous year -8.09% -26.81%
287GNG ELECTRONICS LIMITED
(Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
CIN: U72900MH2006PLC165194
Notes to the Restated Financial Statements
Note 47 Additional Information in respect of the entities included in the Restated Consolidated Financial information
Pursuant to first provision of sub-section (3) of Section 129 of Companies Act,2013 with the Rule 5 of Companies (Accounts)Rules,2014
Statement containing salient features of the financial statement of Subsidiaries/Associate companies/Joint venture
As at March 31, 2025
Part "A" SUBSIDIARY
Date of Investment in Country of Total Total (%) of
Sr. No. Name of the Subsidiary Company Capital Reserve Turnover Profit/(L
Subsidiary Incorporation Assets Liabilities Shareholding
oss)
1Electronics Bazaar FZC Financial Year 2019 -20 UAE 147.00 1,364.68 3,893.41 3,893.41 9,252.71 509.45 99.60%
Part "B" STEP DOWN SUBSIDIARY
Date of Investment in Country of Total Total (%) of
Sr. No. Name of the Subsidiary Company Capital Reserve Turnover Profit/(L
Subsidiary Incorporation Assets Liabilities Shareholding
oss)
1Bright World Technology Inc (Incorporated in USA) 14th November'2022 USA - 9.40 38.56 38.56 861.70 8 .24 100%
2Sun Electronics Corporation (Incorporated in USA) 09th July'2024 USA - 0.63 18.43 18.43 17.29 0 .63 100%
3Kay Kay Overseas Corporation (Incorporated in USA) 09th July'2024 USA - - - - - - 100%
4Electronics Bazaar B.V.* (Incorporated in Netherlands) 05th August'2024 Netherlands - - - - - - 100%
5Electronics Bazar Inc (Incorporated in Canada) 14th May'2024 Canada - - - - - - 100%
As at M arch 31, 2024
Part "A" SUBSIDIARY
Date of Investment in Country of Total Total (%) of
Sr. No. Name of the Subsidiary Company Capital Reserve Turnover Profit/(L
Subsidiary Incorporation Assets Liabilities Shareholding
oss)
1Electronics Bazaar FZC Financial Year 2019 -20 UAE 1 47.00 855.23 1 ,002.23 1 ,002.23 5,574.12 409.33 99.60%
Part "B" STEP DOWN SUBSIDIARY
Date of Investment in Country of Total Total (%) of
Sr. No. Name of the Subsidiary Company Capital Reserve Turnover Profit/(L
Subsidiary Incorporation Assets Liabilities Shareholding
oss)
1Bright World Technology Inc (Incorporated in USA) 14th November'2022 USA - 0.92 38.00 38.00 75.70 0 .92 100%
As at M arch 31, 2023
Part "A" SUBSIDIARY
Date of Investment in Country of Total Total (%) of
Sr. No. Name of the Subsidiary Company Capital Reserve Turnover Profit/(L
Subsidiary Incorporation Assets Liabilities Shareholding
oss)
1Electronics Bazaar FZC Financial Year 2019 -20 UAE 1 47.00 197.79 1 ,034.37 1 ,034.37 3,316.82 248.11 99.60%
Part "B" STEP DOWN SUBSIDIARY
Date of Investment in Country of Total Total (%) of
Sr. No. Name of the Subsidiary Company Capital Reserve Turnover Profit/(L
Subsidiary Incorporation Assets Liabilities Shareholding
oss)
1Bright World Technology Inc (Incorporated in USA) 14th November'2022 USA - - - - - - 100%
288Note 48 Other Statutory Information
Applicable to Company incorporated in India
i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
ii) The Company does not have any transactions with companies struck off.
iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,
iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries),
with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
vii) The Company has not entered into any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year
in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961
For Shankarlal Jain & Associates LLP For and on Behalf of board of Directors of
Chartered Accountants GNG ELECTRONICS LIMITED
Firm Regn No.: 109901W/W100082 (Formerly known as GNG ELECTRONICS PRIVATE LIMITED)
Sharad Khandelwal Vidhi Khandelwal
Managing Director Director
DIN: 03282602 DIN: 03285189
SATISH JAIN Place :Mumbai Place :Mumbai
Partner Date: July 06, 2025 Date: July 06, 2025
Membership No : 48874
Place : Mumbai
Date : July 06, 2025
Raakesh Jhunjhunwala Sarita Vishwakarma
Chief Financial Officer Company Secretary
M.No A59547
Place :Mumbai Place :Mumbai
Date: July 06, 2025 Date: July 06, 2025
289OTHER FINANCIAL INFORMATION
The accounting ratios derived from Restated Consolidated Financial Information required to be disclosed under required under
of the SEBI ICDR Regulations are set forth below:
Particulars As at and for the Fiscal
March 31, 2025 March 31, 2024 March 31, 2023
Basic earnings per share (in ₹)(1) (3) 7.09 5.37 3.33
Diluted earnings per share (in ₹)(2) (3) 7.09 5.37 3.33
Return on Net Worth (in %)(4) 30.40% 31.96% 28.97%
Net asset value per Equity Share (in ₹)(5)* 23.31 16.80 11.49
PAT (in ₹ million) 690.33 523.05 324.28
EBITDA (in ₹ million)(6) 1,261.44 849.04 500.40
* Adjusted for Split of Equity Shares and Bonus Issue.
Notes:
(1) Earnings per Equity Share (Basic) = Restated profit for the period/year attributable to the equity holders of our Company/Weighted average number of
equity shares outstanding during the year.
(2) Earnings per Equity Share (Diluted) = Restated profit for the year attributable to equity holders of our Company/Weighted average number of equity
shares outstanding during the year considered for deriving basic earnings per share and the weighted average number of Equity Shares which could
have been issued to satisfy the exercise of the share options by the employees.
(3) Basic EPS and Diluted EPS calculations are in accordance with Indian Accounting Standard 33 ‘Earnings per Share’.
(4) Return on Net Worth is calculated as Restated profit for the period / year attributable to Equity holders of the parent divided by Equity attributable to
owners of the Company *100.
(5) Net Asset Value per equity share is calculated as restated net worth for the year/ period attributable to owners of the Company / weighted average
number of equity shares for the year.
(6) EBITDA is calculated as Profit / (loss) after tax + tax expense + finance cost + depreciation and amortization expense + Exceptional Item – other
income.
Other financial information
In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company as of and for
Fiscal 2025, Fiscal 2024 and Fiscal 2023 along with the respective audit reports are available on our website at
https://www.electronicsbazaar.com/investor and the audited standalone financial statements of our Material Subsidiary, as of
and for Fiscal 2025, Fiscal 2024 and Fiscal 2023 along with the respective audit reports are available on our website at
https://www.electronicsbazaar.com/investor (collectively, the “Standalone Financial Statements”). Our Company is
providing a link to this website solely to comply with the requirements specified in the SEBI ICDR Regulations.
The Standalone Financial Statements do not constitute, (i) a part of this Red Herring Prospectus; or (ii) a prospectus, a statement
in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any offer
or an offer document to purchase or sell any securities under the Companies Act, 2013, the SEBI ICDR Regulations, or any
other applicable law in India or elsewhere in the world. The Standalone Financial Statements and the reports thereon should
not be considered as part of information that any investor should consider in order to subscribe for or purchase any securities
of our Company, Subsidiaries or any entity in which it or its shareholders have significant influence (collectively, the “Group”)
and should not be relied upon or used as a basis for any investment decision. None of the Group or any of its advisors, nor any
of the BRLMs, nor any of their respective employees, directors, affiliates, agents or representatives accept any liability
whatsoever for any loss, direct or indirect, arising from any information presented or contained in the standalone financial
statements, or the opinions expressed therein.
290RELATED PARTY TRANSACTIONS
For details of related party transactions as per the requirements under applicable accounting standards, i.e., Ind AS 24 – Related
Party Disclosures, read with the SEBI ICDR Regulations, of our Company, for Fiscal 2025, Fiscal 2024 and Fiscal 2023 and
as reported in Restated Consolidated Financial Information, see “Restated Consolidated Financial Information –Note 38
Related party disclosure in respect of Ind AS 24” on page 275.
291MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion in conjunction with the Restated Consolidated Financial Information. The Restated
Consolidated Financial Information has been prepared by our management as required under the SEBI ICDR Regulations
read with the ICAI Guidance Note. For more information, see “Risk Factors – Significant differences exist between Ind AS and
other accounting principles, such as U.S. GAAP and IFRS, which may be material to investor’s assessments of our financial
condition” on page 60.
This Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and
uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result
of certain factors, including but not limited to the considerations described below. For details, see “Forward-Looking
Statements” on page 16.
Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024 and Fiscal
2023, included herein is derived from the Restated Consolidated Financial Information included in this Red Herring
Prospectus. For details, please see “Restated Consolidated Financial Information” on page 238. The Restated Consolidated
Financial Information is based on our audited financial statements and is restated in accordance with the Companies Act,
2013, and the SEBI ICDR Regulations. Our financial year ends on March 31 of each year, and references to a particular Fiscal
are to the twelve months ended March 31 of that year.
Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial
performance have been included in this section and elsewhere in this Red Herring Prospectus. Such non-GAAP financial
measures should be read together with the nearest GAAP measure. See “Risk Factors – We have included certain Non-GAAP
Measures, industry metrics and key performance indicators related to our operations and financial performance in this Red
Herring Prospectus that are subject to inherent measurement challenges. These Non-GAAP Measures, industry metrics and
key performance indicators may not be comparable with financial, or industry-related statistical information of similar
nomenclature computed and presented by other companies. Such supplemental financial and operational information is
therefore of limited utility as an analytical tool for investors and there can be no assurance that there will not be any issues or
such tools will be accurate going forward.”
The industry-related information contained in this section is derived from the industry report titled ‘Electronics Refurbishment
Industry Report’ dated July 4, 2025 prepared by Lattice Technologies Private Limited (the “1Lattice Report”). We have
exclusively commissioned and paid for the 1Lattice Report for the purposes of confirming our understanding of the industry
exclusively in connection with the Offer. We officially engaged Lattice Technologies Private Limited in connection with the
preparation of the 1Lattice Report pursuant to an engagement letter dated September 11, 2024. 1Lattice Report is not, and has
not in the past, been engaged or interested in the formation, or promotion, or management, of our Company. Further, it is an
independent agency and neither our Company, nor our Directors, Promoters, KMPs, SMPs, and Subsidiaries, nor the BRLMs
are a related party to 1Lattice Report as per the definition of “related party” under the Companies Act, 2013. A copy of the
1Lattice Report has been made available on the website of our Company at https://www.electronicsbazaar.com/investor from
the date of the Draft Red Herring Prospectus and will be available until the Bid/Offer Closing Date. Unless otherwise indicated,
the industry-related information contained in this section is derived from the 1Lattice Report (extracts of which have been
appropriately incorporated as part of “Industry Overview” on page 115).
Overview
We are India’s largest refurbisher of laptops and desktops and among the largest refurbishers of ICT Devices overall, both
globally and in India with significant presence across India, USA, Europe, Africa and UAE, in terms of value, as of March 31,
2025 (Source: 1Lattice Report). We follow a repair-over-replacement approach, which provides cost advantages and helps
achieve true sustainability by reducing carbon footprint.
We are India’s largest Microsoft authorised refurbisher, in terms of refurbishing capability, as of Fiscal 2025 (Source: 1Lattice
Report). We also serve as an IT asset disposal partner for India’s second – largest software company, in terms of market
capitalisation as of Fiscal 2025, procuring their used IT assets (Source: 1Lattice Report).
The global refurbished personal computers market grew from US$ 9.7B in CY18 to US$ 17.1B in CY24, reflecting an 9.9%
CAGR, and is expected to grow at 18.9% over CY24-29 reaching US$ 40.6B. By CY29, the global used and refurbished PCs
market is projected to reach US$ 61.0B, with a CAGR of 10.4%, as more consumers seek cost-effective options without
compromising on performance. Similarly, the Indian refurbished PC market grew from US$ 0.2 billion in FY19 to US$ 1 billion
in FY25, showing a 28% CAGR, and is expected to reach US$ 4 billion by FY30, at a CAGR of 30%. A common trend in both
the Indian and global markets is the increasing preference for refurbished devices over “as-is used” devices. In India, the
organized market share grew from 5.2% in FY19 to 13.2% in FY25, with a robust CAGR of 35.5%. This share is projected to
further expand to 39.7% by FY30, at an impressive CAGR of 45.5%. Set below is a chart the comparative growth of our
Company and global refurbished customers electronics device market (Source: 1Lattice Report).
292(Source: 1Lattice Report)
We operate under the brand “Electronics Bazaar”, with presence across the full refurbishment value chain i.e., from sourcing
to refurbishment to sales, to after – sale services and providing warranty. We solve customers’ requirement of affordable,
reliable and premium ICT Devices which are as good as new devices, both functionally and aesthetically, and are backed by
proven warranty. We also provide tailor – made solutions for our customers. Our comprehensive process of refurbishment of
ICT Devices such as laptops, desktops, tablets, servers, premium smartphones, mobile workstations and accessories ensures
that such devices are similar to new, in terms of both performance and aesthetics, and able to offer laptops at one-third price of
new devices and other devices like desktops, tablets, servers, premium smartphones, mobile workstations and accessories at
35-50% price of new devices (Source: 1Lattice Report). We are one of the few companies which pioneered the concept of
warranty for the refurbished ICT Devices to provide comfort and trust to customers and are still industry leading the warranty
terms (Source: 1Lattice Report). Devices refurbished by us sell at a premium compared to other players in the industry due to
superior quality of product and our ability to provide proven and reliable warranty solution (Source: 1Lattice Report).
Set forth below is the data in relation to revenue contribution from our ICT Devices for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage of Amount Percentage of Amount Percentage of
revenue from revenue from revenue from
operations operation operations
(₹ million) (%) (₹ million) (%) (₹ million) (%)
Revenue from sale of laptops 10,667.06 75.59% 7,724.16 67.87 5,274.58 79.97
Revenue from others* 3,444.04 24.41% 3,657.22 32.13 1,320.84 20.03
Total revenue from 14,111.10 100.00% 11,381.38 100.00 6,595.42 100.00
operations
*Includes desktops, tablets, servers, premium smart phones, mobile workstations, accessories and service income.
Set forth are the details of the revenue generated from sale of products, incentive income and leasing within India and revenue
generated by us from sale of products outside India for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
(₹ in million)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Within India
Sale of Product 3,258.01 4,674.65 3,119.69
Refurbishing as a service 43.60 - -
Incentive Income 72.42 105.63 143.23
Leasing 79.26 3.62 -
Total Within India 3,453.28 4,783.90 3,262.92
Outside India
Sales 10,657.82 6,597.48 3,332.50
Total 14,111.10 11,381.38 6,595.42
We are also a certified refurbishment partner with Lenovo and HP, which are top two global brands, in terms of market share
of 26% and 22%, respectively, as of CY 2024 (Source: 1Lattice Report). Additionally, we serve as IT asset disposition
(“ITAD”) partners for leasing companies, IT consulting companies and banks as we meet their sustainability and data privacy
requirements.
293We offer other value – added services such as ITAD and e – waste management services, warranties, doorstep service, on–site
installation, flexible pay options, easy upgrades, assured buyback programmes and buyback programmes for refurbished ICT
Devices. We provide tailored buyback solutions for laptops and desktops to help large format retail stores such as Vijay Sales
(India) Private Limited (“Vijay Sales”) and OEM brand stores such as HP India Sales Private Limited (“HP”) and Lenovo
Global Technology (India) Private Limited (“Lenovo”) to run efficient, customer – friendly buyback programs facilitating sale
of new devices. We also offer other categories of ICT Devices such as open – box and brand new ICT Devices, providing
customers with a range of options that cater to different needs and budgets. In addition, we also offer ICT Devices customised
to the customer specifications and requirements. Moreover, we offer a wide range of stock keeping units (“SKUs”) and as of
March 31, 2025, our portfolio included 5,840 SKUs.
We have sales network with our refurbished ICT Devices being sold in 38 countries as of March 31, 2025. Our sales network
comprises 4,154 touchpoints, in India and globally, as of March 31, 2025. These touchpoints include sale of ICT Devices
through IT Solutions Providers/ Value Added Resellers, System Integrators, E-Tailers, Rental and Leasing Companies and
Distributors/Aggregators. We even supply to global refurbishment companies including US based companies such as Joy
Systems Inc, HUBX LLC, PlanITROI LLC, and Europe based companies such as PhoenixRM Ltd (Trading as GreenIT), ATX
Computers Group, who procure from us on account of our quality, skill set and cost advantages. Additionally in India, among
other prominent names, we supply to HP India Sales Private Limited, Lenovo Global Technology (India) Private Limited and
Vijay Sales (India) Private Limited.
Set forth below is the data in relation to the growth of our customers for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of customers 4,154 3,252 1,833
Similarly, we have a multi – channel global procurement network of 557 suppliers supported by an extensive procurement
network in India and across the globe. Our procurement network comprises corporates, consulting companies, intermediaries,
recyclers, refurbishment partners, educational institutes, leasing companies, NBFCs, large format retail stores and OEM brand
stores, as of March 31, 2025. As refurbishers, we also enable HP and Lenovo for their assets/devices recovery services which
they offer to their corporate customers which also helps them enable sale of new devices. Our procurement partners, among
other prominent names, include USA based Iron Mountain and Apto Solutions Inc; Australia based Green Box Group Pty Ltd
and Renew IT Pty Ltd; HP, Lenovo, Microsoft, Tata Capital Limited, and Steller Information Technology Private Limited
(BitRaser),. We also have a service network comprising in house engineers, field engineers, on site engineers and we also enable
Value Added Resellers and System Integrators to service our customers across India. Set forth below is the data in relation to
the count of our procurement partners for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Count of procurement partners 557 356 265
We are a Company with domestic and international operations, with five refurbishing facilities located across India, USA and
UAE. We have one facility in Navi Mumbai, Maharashtra, India, one facility in Dallas, Texas, USA and three facilities in
Sharjah, UAE, aggregating to 58,127.82 sq. ft. Each of our facilities is equipped with extensive refurbishing capabilities which
includes not only screening and parts repair (L1 and L2 activities) but also motherboard repairs (L3 activities) along with laser
keyboard reprinting, paint, fabrication and cosmetic work. We are amongst a few companies globally specialising in LCD
repairs including repolarisation and light guide plate (“LGP”) correction (Source: 1Lattice Report).
We also have an office in Netherlands housed in one of our Subsidiaries, Electronics Bazaar BV. Our facilities are strategically
located to cater to regional markets while maintaining a global reach across India, Middle East, Europe, Africa and USA. Our
facility in India adheres to internationally recognized quality management standards, including ISO 9001:2015 for quality
management, ISO 27001:2013 for information security, ISO 14001:2015 for environmental management and ISO 45001:2018
for occupational health and safety. Additionally, we have “Extended Producer Responsibility” certification from Central
Pollution Control Board and “Responsible Recycling Version 3” certification from Sustainable Electronics Recycling
International (“SERI”). Such certifications highlight that our processes are not only efficient but also aligned with global
industry practices. For details of other awards and certifications, “History and Certain Corporate Matters –Awards,
Accreditations and Recognitions” on page 204.
Our Promoter and founder, Sharad Khandelwal, has 29 years of experience in the information and communication technology
industry, playing a pivotal role in shaping our vision for affordable and reliable refurbished ICT Devices. We have expanded
our focus towards modern technology and sustainable practices under his leadership and guidance. He is a member of the
Institute of Chartered Accountant of India (ICAI) and held all India rank six in the final examination conducted by ICAI during
the year 1994. His deep understanding of the industry, combined with his management skills, has enabled us to position our
Company as one of the key players in the refurbished ICT Devices industry. His leadership plays a crucial role in strategic
decisions, overseeing key business functions, contributing to our growth and operational efficiency. He is also supported by an
international team of Key Managerial Personnel and Senior Management Personnel, who collectively bring extensive expertise
294across various business functions, including finance, compliance, business expansion, project management, and engineering.
Additionally, the team possesses knowledge and expertise in business development, supply chain management, and operations,
having contributed to the growth of renowned companies in the consumer electronics sector. Their combined experience ensures
a quick execution and well – rounded leadership that drives operational excellence and strategic growth for our Company. For
further details, refer to “Our Management” on page 215.
The following table sets forth certain financial and operational performance indicators for the years indicated:
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue from Operations (1) In ₹ million 14,111.10 11,381.38 6,595.42
Gross Margin (2) In ₹ million 2,524.67 1,401.52 1,011.45
Gross Margin (%) (3) % 17.89% 12.31% 15.34%
EBITDA(4) In ₹ million 1,261.44 849.04 500.40
EBITDA Margin (%) (5) % 8.94% 7.46% 7.59%
PAT(6) In ₹ million 690.33 523.05 324.28
PAT Margin (%) (7) % 4.89% 4.60% 4.92%
RoE (%) (8) % 30.40% 31.96% 28.97%
ROCE (%) (9) % 17.31% 16.72% 17.91%
Net Working Capital (no. of days) (10) Count in days 68 42 61
Property, plant and equipment (Gross) turnover ratio (11) Number 30.41 31.97 60.65
Operational KPIs
Revenue split by geography In ₹ million 14,111.10 11,381.38 6,595.42
- Within India In ₹ million 3,453.28 4,783.90 3,262.92
- Outside India In ₹ million 10,657.82 6,597.48 3,332.50
Volume of devices refurbished (12) Number 590,787 369,320 248,135
No. of customers served (13) Number 4,154 3,252 1,833
No. of procurement partners (14) Number 557 356 265
Notes:
1. Revenue from operations as per Restated Consolidated Financial Information.
2. Gross Margin is calculated as revenue from operations as per Restated Consolidated Financial Information minus cost of materials consumed.
3. Gross Margin (%) is computed as material margin divided by revenue from operations *100.
4. EBITDA is calculated as restated profit before tax (before exceptional items) plus finance costs and depreciation and amortization expenses.
5. EBITDA Margin (%) is computed as EBITDA divided by revenue from operations*100.
6. PAT is restated profit for the year as per Restated Consolidated Financial Information.
7. PAT Margin (%) is calculated as restated profit for the year divided by Revenue from Operation.
8. Return on Equity (ROE) (%) is calculated as PAT attributable to owners of the Company as a % Shareholders’ equity.
9. ROCE is calculated as EBIT as a % of capital employed. EBIT is calculated as EBITDA minus depreciation and amortization and impairment of goodwill.
Capital employed including non controlling interest refers to sum of total equity plus borrowings plus current maturities of long term borrowings.
10. Net Working Capital (no. of days) are calculated by dividing net working capital by revenues from operation multiplied by 365. Net working capital
amount is calculated as current assets less current liabilities.
11. Property, plant and equipment (gross) turnover ratio is calculated by dividing revenues from operation by gross block value of property, plant and
equipment as per Restated Consolidated Financial Information.
12. Volume of devices refurbished (No.) is calculated as sum of total numbers of ICT devices refurbished by the Company during the period.
13. No. of customers served (No.) is calculated as sum of customers invoiced by the Company during the period.
14. No. of procurement partners (No.) is calculated as sum of procurement partners from which the Company had purchases during the period.
Principal Factors Affecting Our Financial Condition and Results of Operations
Our business, results of operations and financial condition are affected by a number of factors, including:
A. Macro-economic conditions, and the factors affecting the refurbished electronics industry, in India and globally
The global refurbished PCs market grew from US$ 9.7B in CY18 to US$ 17.1B in CY24, reflecting an 9.9% CAGR,
& is expected to grow at 18.9% over CY24-29 reaching US$ 40.6B. By CY29, the global used & refurbished PCs
market is projected to reach US$ 61.0B, with an impressive CAGR of 10.4%, as more consumers seek cost-effective
options without compromising on performance (Source: 1Lattice Report). A common trend in both the Indian and
global markets is the increasing preference for refurbished devices over “as-is used” devices. In Fiscal 2019, the
unorganized market held a significant share at 95%, while the organized market was much smaller at 5%. By Fiscal
2025, the organized segment grew to 13% with a robust CAGR of ~36% and this trend is expected to continue through
Fiscal 2030, where the organized market is projected to reach 40% growing at a CAGR of ~46%.
The Indian refurbished electronics market is growing due to a multitude of factors such as national sustainability goals,
increasing digitization, increasing demand for affordable technology, opportunities for organized players. Key factors
have been highlighted below:
- India’s key sustainability;
295- Increasing digitization;
- Growing demand for affordable tech products;
- Technological advancements;
- Tech advancement in refurbishment;
- Eco – friendly consumer preference;
- Reduction of IT capex;
- Promotion of refurbished products by OEMs;
- First mover advantage; and
- Consumer trust and warranty programme.
(Source: 1Lattice Report).
Our performance is significantly affected by the economic environment, particularly trends in the refurbished
electronics industry in India. This industry is influenced by economic growth, regulatory frameworks, government
investment, and environmental policies, all of which directly impact demand for refurbishment of ICT Devices.
B. Ability to fund working capital requirements and access to capital resources
Our ability to grow depends largely on cost effective avenues of funding. Our business requires significant amounts
of working capital, primarily to meet any expenses incurred in the ordinary course of business, including for financing
our raw materials and components purchases, payment of salaries and wages, rent, administration expenses, insurance
related expenses, payment of taxes and duties, advertisement, brand building and other marketing expenses, payment
of interest on borrowings and meeting any other exigencies which we may face in manufacturing our products before
we receive payments from our customers. Further, our working capital requirements also tend to increase if our sales
terms do not include advance payments or if payment is stipulated at the time of delivery of the final product to our
customer.
In order to manage our working capital effectively, we are working on aligning vendor payment terms with receivables
in some cases. Our working capital requirements could increase if there is a considerable difference between the
holding levels of our trade payables and our trade receivables and insufficient cash flows may affect our ability to fund
our working capital requirements. As at March 31, 2025, March 31, 2024 and March 31, 2023, our trade receivables
were ₹ 676.16 million, ₹ 1,169.06 million and ₹ 911.44 million, respectively. Further, we are exposed to counterparty
credit risk in the usual course of our business due to the nature of, and the inherent risks involved in, dealings,
agreements and arrangements with our counterparties who may delay or fail to make payments.
We strive to have sufficient inventory on hand at all times so that we are able to quickly meet the demands of our
customers and to act as a natural hedge against any sudden increases in pricing of our materials and parts. To this end,
we manage our inventories, purchase of raw materials and parts based on our estimated future production requirements,
taking into account our views on potential supply shortages, and maintaining finished goods based on our estimates of
future customer demand. In recent years, we have increasingly optimised our inventory management, to ensure we
meet our future requirements without maintaining undue levels of inventory. Currently, we fund our working capital
requirements from our internal accruals as well as through raising working capital loans. Access to adequate capital at
affordable cost of borrowing from our lenders and on such terms and conditions which are mutually acceptable to our
Company and the lenders is critical to our business, operations and financial performance.
C. Dependency on Customer and Supplier relationships
Our top customers and suppliers and the corresponding revenues and expense contribution from our top suppliers and
customers, respectively, may vary across financial reporting periods or years. Our reliance on a concentrated group of
suppliers and customers exposes us to potential risks in case of disruptions, pricing changes, or other adverse
developments in these relationships. We have a diversified customer base including OEMs across geographies. We
derived 46.59%, 55.77% and 44.14% of our total revenue from operations from our top 10 customers during Fiscals
2025, 2024 and 2023 respectively.
The table below sets forth the revenue derived from our top 10 customers, for Fiscal 2025:
296Particulars* Fiscal 2025
Amount (in ₹ million) % of total revenue from operations
Customer 1# 1,140.94 8.09%
Customer 2 945.78 6.70%
Customer 3 747.64 5.30%
Customer 4 655.14 4.64%
Customer 5 653.39 4.63%
Customer 6 646.33 4.58%
Customer 7 508.44 3.60%
Customer 8 468.43 3.32%
Customer 9 445.04 3.15%
Customer 10 363.61 2.58%
Total 6,574.75 46.59%
*Names from our top 10 customers have not been included in this Red Herring Prospectus due to non-receipt of consent from such customers to be
named in the Offer Documents.
# Related party of our Company.
The table below sets forth the revenue derived from our top 10 customers, for Fiscal 2024:
Particulars* Fiscal 2024
Amount (in ₹ million) % of total revenue from operations
Customer 1 1,966.22 17.28%
Customer 2# 1,298.72 11.41%
Customer 3 751.32 6.60%
Customer 4# 589.90 5.18%
Customer 5 463.45 4.07%
Customer 6 320.77 2.82%
Customer 7 307.85 2.70%
Customer 8 236.92 2.08%
Customer 9 221.69 1.95%
Customer 10 190.05 1.67%
Total 6,346.89 55.77%
*Names from our top 10 customers have not been included in this Red Herring Prospectus due to non-receipt of consent from such customers to be
named in the Offer Documents.
# Related party of our Company.
The table below sets forth the revenue derived from our top 10 customers, for Fiscal 2023:
Particulars* Fiscal 2023
Amount (in ₹ million) % of total revenue from operations
Customer 1 638.61 9.68%
Customer 2 602.76 9.14%
Customer 3# 476.35 7.22%
Customer 4 330.84 5.02%
Customer 5 301.55 4.57%
Customer 6 180.33 2.73%
Customer 7 128.49 1.95%
Customer 8# 85.95 1.30%
Customer 9 85.62 1.30%
Customer 10 80.67 1.22%
Total 2,911.17 44.14%
*Names from our top 10 customers have not been included in this Red Herring Prospectus due to non-receipt of consent from such customers to be
named in the Offer Documents.
# Related party of our Company.
Set forth below is a table depicting the cost of inventory and traded goods from our top 10 suppliers for Fiscal 2025:
Particular* Fiscal 2025
Amount (in ₹ million) As a % of the cost of total inventory
Supplier 1# 1,049.27 7.98%
Supplier 2 1,038.39 7.90%
Supplier 3# 929.56 7.07%
Supplier 4 812.80 6.19%
Supplier 5 777.02 5.91%
Supplier 6# 757.52 5.76%
Supplier 7 678.64 5.16%
Supplier 8 655.53 4.99%
Supplier 9 449.71 3.42%
297Particular* Fiscal 2025
Amount (in ₹ million) As a % of the cost of total inventory
Supplier 10 346.89 2.64%
Total 7,495.33 57.04%
*Names of our top 10 suppliers have not been included in this Red Herring Prospectus due to non-receipt of consent from such suppliers to be
named in the Offer Documents.
# Related party of our Company.
Set forth below is a table depicting the cost of inventory and traded goods from our top 10 suppliers for Fiscal 2024:
Particular* Fiscal 2024
Amount (in ₹ million) As a % of the cost of total inventory
Supplier 1 2,881.60 24.48%
Supplier 2# 1,661.70 14.12%
Supplier 3 694.04 5.90%
Supplier 4 601.37 5.11%
Supplier 5# 565.18 4.80%
Supplier 6 467.96 3.97%
Supplier 7# 454.49 3.86%
Supplier 8 306.48 2.60%
Supplier 9 288.85 2.45%
Supplier 10 271.50 2.31%
Total 8,193.18 69.60%
*Names of our top 10 suppliers have not been included in this Red Herring Prospectus due to non-receipt of consent from such suppliers to be
named in the Offer Documents.
# Related party of our Company.
Set forth below is a table depicting the cost of inventory and traded goods from our top 10 suppliers for Fiscal 2023:
Particulars* Fiscal 2023
Amount (in ₹ million) % of total revenue from operations
Supplier 1# 669.12 11.52%
Supplier 2 628.29 10.82%
Supplier 3# 541.17 9.32%
Supplier 4# 418.37 7.21%
Supplier 5 380.78 6.56%
Supplier 6 236.71 4.08%
Supplier 7 232.89 4.01%
Supplier 8 214.62 3.70%
Supplier 9 172.09 2.96%
Supplier 10 159.85 2.75%
Total 3,653.90 62.93%
*Names of our top 10 suppliers have not been included in this Red Herring Prospectus due to non-receipt of consent from such suppliers to be
named in the Offer Documents.
# Related party of our Company.
Given this dependency on key suppliers and customers, any disruptions, changes in demand, or reductions in business
volumes from these relationships could significantly impact our results of operations, financial condition, and overall
business prospects. For further details, please see “Risk Factors - A substantial portion of our revenues is dependent
on our top 10 customers. During Fiscals 2025, 2024 and 2023 we derived 46.59%, 55.77% and 44.14%, respectively
of our total revenue from operations from our top 10 customers. The loss of any of these customers may adversely
affect our revenues and profitability” on page 29 and “Risk Factors - We depend on a limited number of suppliers for
our inventory. Any interruption in the availability of inventory may adversely impact our operations. Further, any
failure by our suppliers to provide inventory to us on time or at all, or as per our specifications and quality standards
may have an adverse impact on our ability to meet our delivery schedules” on page 31.
D. Foreign exchange fluctuations
Our consolidated financial statements are prepared in Indian rupees. However, a portion of our sales is denominated
in currencies other than Indian rupees, particularly the US dollars, UAE Dirham, Euro and UK GBP, and our purchases
of materials and parts from overseas suppliers are denominated primarily in US dollars. Accordingly, our consolidated
financial statements may be affected by exchange rate fluctuations. To the extent that we incur costs in one currency
and derive sales in another currency, our results of operations may be affected by the relative strengths of the two
currencies. Although the impact of exchange rate fluctuations has in the past been partially mitigated by our hedging
strategies, including forward exchange contracts, we have foreign currency exposures that have not been hedged by a
derivative instrument or otherwise. For more details, see “Notes to the Restated Financial Information – Note 43:
Financial risk management objectives and policies” on page 282. Our results of operations have historically been
298affected by exchange rate fluctuations, and there can be no assurance that such strategies will be effective in eliminating
or reducing the adverse impact of future fluctuations. For details, refer to “Risk Factors – We are exposed to a
significant risk from exchange rate fluctuations. If we fail to manage our foreign currency risk, our business, results
of operations and financial condition may be materially and adversely affected.” on page 51.
Significant Accounting Policies
The significant accounting policies adopted in the preparation of our Restated Consolidated Financial Information are set forth
below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of Preparation of Restated Consolidated Financial Information
The Restated Consolidated Financial Information of the Company and its subsidiaries (collectively, the “Group”), comprises
of the Restated Consolidated Statements of Assets and Liabilities as at March 31, 2025, 2024 and 2023, the Restated
Consolidated Statements of Profit and Loss (including Other Comprehensive Income) which includes the Group’s share of
profit/ loss in its subsidiaries, the Restated Consolidated Statements of Cash Flows and the Restated Consolidated Statement of
Changes in Equity for the years ended March 31, 2025, 2024 and 2023 and the Summary of Material Accounting Policies and
explanatory notes (collectively, the ‘Restated Consolidated Financial Information’).
These Restated Consolidated Financial Information have been prepared by the Management of the Group for the purpose of
inclusion in this Red Herring Prospectus (the “RHP”) and the Prospectus (together with RHP referred to as the “Offer
Documents”) to be prepared by the Company in connection with its proposed Initial Public Offer (“IPO”). The Restated
Consolidated Financial Information have been prepared by the Company in terms of the requirements of
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (“ICDR Regulations”);
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
The Restated Consolidated Financial Information has been prepared under historical cost convention on accrual basis, unless
otherwise stated. The Restated Consolidated Financial Information of the Group are presented as per Schedule III (Division II)
of the Companies Act, 2013.
The Restated Consolidated Financial Information have been compiled by the Management from the audited consolidated
financial statement for the year ended March 31, 2025 and audited special purpose Consolidated Ind AS financial statements
of the Group as at and for the year ended March 31, 2024, and March 31, 2023 (“Special Purpose Consolidated Ind AS
Financial Statements”) prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”), as prescribed
under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other
accounting principles generally accepted in India, and have been approved by the Board of Directors at their meeting held on
July 6, 2025.
Upto the Financial period ended March 31, 2024, our Company had prepared its statutory consolidated financial statements in
accordance with the accounting standards prescribed under Section 133 of the Act (“Indian GAAP”). As stated above, the
date of transition to Ind AS for the purpose of the audited special purpose Ind AS consolidated financial statements as at March
31, 2025, is April 1, 2023, which is different from the transition date considered for the purpose of preparation of the Special
Purpose Consolidated Ind AS Financial Statements for the years ended March 31, 2024, March 31, 2023 and March 31, 2022,
as stated above. The management has applied the similar mandatory exceptions and optional exemptions available as per Ind
AS 101 as at the transition date in the Audited special purpose Ind AS consolidated Financial statements for the year ended
March 31, 2025 as has been applied in the Special Purpose Consolidated Ind AS Financial Statements for the years ended
March 31, 2024, March 31, 2023 and March 31, 2022 as stated above.
The reconciliation in respect of the figures of equity and total comprehensive income between the audited consolidated
financial information for the period ended March 31, 2025 and as per the Restated Consolidated Financial Information is
disclosed in Note No.33A.
The Restated Consolidated Financial Information are prepared under historical cost convention except for certain financial
instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below.
Current and non-current classification
299The Group presents Assets and Liabilities in the Balance Sheet based on Current and Non-Current classification
Assets
An asset is classified as current when it satisfies any of the following criteria:
(a) it is expected to be realised in, or is intended for sale or consumption in, the Company’s normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is expected to be realised within 12 months after the balance sheet date; or
(d) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12
months after the balance sheet date. Current assets include the current portion of non- current financial assets All other assets
are classified as non-current.
Liabilities
A liability is classified as current when it satisfies any of the following criteria:
(a) it is expected to be settled in, the Company’s normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is due to be settled within 12 months after the balance sheet date; or
(d) the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the
balance sheet date.
Current liabilities include current portion of noncurrent financial liabilities. All other liabilities are classified as noncurrent.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Operating cycle
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents.
The Group has identified twelve months as its operating cycle for the purpose of current and non-current classification of assets
and liabilities.
Principal Components of Statement of Profit and Loss
Total income
Our total income comprises revenue from operations and other income. We generate majority of our revenue from sale of
refurbished ICT Devices.
Revenue from operations
Our revenue from operations primarily includes revenue from local sales, export sales, incentive income and leasing income.
Other income
Our other income primarily includes (i) interest income on fixed deposits, (ii) interest from others, (iii) export incentive, (iv)
exchange fluctuation gain, and (v) net gain on fair value change on investment.
Expenses
Our total expenses include the below mentioned expenses:
Direct cost
Our direct cost comprises purchases of products (both domestic and imported), refurbishment expenses and other related costs.
Changes in inventory of finished goods
300Our changes in inventory of finished goods comprises difference between the closing and the opening inventory of finished
goods and stock-in-trade.
Employee benefits expense
Our employee benefits expense primarily include (i) salaries and wages, (ii) contribution to provident and other funds, (iii)
gratuity, and (iv) staff welfare expenses.
Finance costs
Our finance costs primarily include (i) bank interest charges, (ii) interest expense on lease liability, and (iii) other finance costs.
Depreciation and Amortization expense
Our depreciation and amortization primarily include (i) depreciation on plant, property and equipment, and (ii) depreciation on
ROU.
Other Expenses
Our other expenses primarily include (i) electricity, (ii) advertisement and sales promotion, (iii) rent, rates and taxes (iv) freight
outward charges, (v) legal and professional charges, (vi) insurance charges, (vii) audit fees, (viii) travelling and conveyance
expenses, (ix) CSR expenses, (x) office expenses, (xi) website maintenance charges, (xii) payment collection charges, (xiii)
telephone and internet, (xiv) printing and stationery, (xv) fees and charges, and (xvi) miscellaneous expenses.
Tax Expenses
Our tax expenses primarily include current tax, earlier year tax provisions, and deferred tax.
Profit after tax for the period
Profit after tax for the period includes the profit for the year after tax expenses and exceptional items.
Results of Operations based on our Restated Consolidated Financial Information
The following table sets forth select financial data from our statement of profit and loss for Fiscal 2025, Fiscal 2024 and Fiscal
2023, the components of which are also expressed as a percentage of total revenue for such periods:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(In ₹ (As a % of total (In ₹ (As a % of (In ₹ (As a % of
mill ion) reven ue) mill ion) total re venue) mill ion) total re venue)
I Revenue
Income
Revenue from Operations 14,111.10 99.35% 11,381.38 99.51% 6,595.42 99.51%
Other income 92.56 0.65% 56.59 0.49% 32.44 0.49%
Total income (I) 14,203.67 100.00% 11,437.97 100.00% 6,627.86 100.00%
II Expenses
Direct cost 13,309.47 93.70% 11,772.53 102.92% 5,806.54 87.61%
Changes in Inventory of Finished (1,723.04) (12.13%) (1,792.67) (15.67)% (222.56) (3.36)%
Goods
Employee benefits expense 771.11 5.43% 355.94 3.11% 196.16 2.96%
Finance costs 383.50 2.70% 239.27 2.09% 118.41 1.79%
Depreciation and amortisation 94.51 0.67% 36.54 0.32% 27.80 0.42%
expenses
Other expenses 584.68 4.12% 253.13 2.21% 347.32 5.24%
Total expenses (II) 13,420.23 94.48% 10,864.74 94.99% 6,273.67 94.66%
III Restated Profit Before exceptional 783.43 5.52% 573.23 5.01% 354.19 5.34%
items & taxes
Exceptional Items: Prior Period Item - - 0.00% - 0.00% - 0.00%
Gratuity Provision for Earlier Years
IV R estated Profit Before taxes 783.43 5.52% 573.23 5.01% 354.19 5.34%
(i) Current tax 72.93 0.51% 39.10 0.34% 30.00 0.45%
(ii) Deferred tax 9.86 0.07% 11.08 0.10% (0.09) 0.00%
(iii)Short/(Excess) Provisions of 10.31 0.07% - 0.00% - 0.00%
Income Tax of earlier years
301Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(In ₹ (As a % of total (In ₹ (As a % of (In ₹ (As a % of
million) revenue) million) total revenue) million) total revenue)
Total tax expenses 93.10 0.66% 50.18 0.44% 29.91 0.45%
V Restated Profit for the year 690.33 4.86% 523.05 4.57% 324.28 4.89%
V I Restated Other comprehensive income
Items that will not be reclassified to profit or loss
- Re-measurement gains/(losses) on 0.79 0.01% 0.42 0.00% (0.27) 0.00%
defined benefit plans
Foreign Exchange difference on 6.37 0.04% (5.93) (0.05)% (0.69) (0.01)%
Translation of Foreign operations
Total Restated comprehensive income 7.15 0.05% (5.51) (0.05)% (0.96) (0.01)%
for the year
Restated comprehensive income for 697.48 4.91% 517.54 4.52% 323.32 4.88%
the year
Restated Net Profit Attributable to:
Owners of the company 688.31 4.85% 521.38 4.56% 323.28 4.88%
Non-Controlling interest 2.02 0.01% 1.67 0.01% 1.00 0.02%
Restated Other Comprehensive Income Attributable to:
- Owners of the company 7.13 0.05% (5.49) (0.05)% (0.96) (0.01)%
- Non-Controlling interest 0.03 0.00% (0.02) 0.00% (0.00) 0.00%
Restated Total Comprehensive Income Attributable to:
Owners of the company 695.44 4.90% 515.47 4.51% 322.32 4.86%
Non-Controlling interest 2.04 0.01% 2.07 0.02% 0.99 0.01%
Restated Earnings per equity share (in INR) face value INR 2 each attributable to equity shareholders of the present) (Refer Note 34)
(1) Basic 7.09 0.05% 5.37 0.05% 3.33 0.05%
(2) Diluted 7.09 0.05% 5.37 0.05% 3.33 0.05%
COMPARISON OF THE RESULTS OF OPERATIONS
Fiscal 2025 Compared to Fiscal 2024
Total Income
Our total income increased by 24.18% to ₹14,203.67 million for Fiscal 2025 from ₹ 11,437.97 million for Fiscal 2024, on
account of the factors discussed below.
Revenue from operations
Our revenue from operations increased by 23.98% to ₹ 14,111.10 million for Fiscal 2025 from ₹ 11,381.38 million for Fiscal
2024, primarily due to (i) increase in the revenue from sale of products to ₹13,915.83 million for Fiscal 2025 from ₹11,272.13
million for Fiscal 2024; (ii) the revenue from sale of products outside India increased to ₹ 10,657.82 million for Fiscal 2025
from ₹ 6,597.48 million for Fiscal 2024, driven by geographical expansion in USA and European Union; and (iii) increase in
the leasing income to ₹ 79.26 million in Fiscal 2025 from ₹ 3.62 million in Fiscal 2024.
Other income
Our other income increased by 63.55% to ₹92.56 million for Fiscal 2025 from ₹56.59 million for Fiscal 2024, primarily due to
increase in the interest on fixed deposit to ₹ 51.68 million for Fiscal 2025 from ₹ 26.55 million for Fiscal 2024, increase in the
export incentives to ₹ 15.95 million for Fiscal 2025 from ₹ 7.17 million for Fiscal 2024 and increase in the other income to ₹
5.60 million for Fiscal 2025 from ₹ 0.38 million in Fiscal 2024.
Expenses
Our total expenses increased by 23.52% to ₹ 13,420.23 million for Fiscal 2025 from ₹ 10,864.74 million for Fiscal 2024, on
account of the factors discussed below.
Direct Costs
Our direct costs (which comprises costs incurred within India and outside India) increased by 13.06% to ₹ 13,309.47 million
for Fiscal 2025 from ₹ 11,772.53 million for Fiscal 2024, primarily due to increase in the purchase of ICT Devices to ₹ 13,141.31
million for Fiscal 2025 from ₹ 11,290.83 million for Fiscal 2024. Our total purchase of ICT Devices (within India) increased
to ₹ 6,924.85 million for Fiscal 2025 from ₹ 5,941.64 million for Fiscal 2024 and the purchase of ICT Devices (outside India)
increased to ₹ 6,216.46 million for Fiscal 2025 from ₹ 5,349.19 million for Fiscal 2024.
302Changes in inventories of finished goods
Our changes in inventory of finished goods increased by 3.88% to ₹1,723.04 million for Fiscal 2025 from ₹1,792.67 million
for Fiscal 2024, primarily due to increase in the sale of products to ₹14,111.10 million for Fiscal 2025 from ₹11,381.38 million
for Fiscal 2024 and increase in procurement of products to ₹13,141.31 million for Fiscal 2025 from ₹11,290.83 million for
Fiscal 2024, leading to an increase in the closing inventory.
Employee Benefits Expense
Our employee benefits expense increased by 116.64% to ₹ 771.11 million for Fiscal 2025 from ₹355.94 million for Fiscal 2024,
primarily due to increase in the number of employees to 1,194 as at March 31, 2025 from 837 as at March 31, 2024 and the
corresponding increase in the salaries, wages, staff welfare expenses, gratuity and contribution to provident and other funds.
Finance Costs
Our finance costs increased by 60.28% to ₹383.50 million for Fiscal 2025 from ₹ 239.27 million for Fiscal 2024, primarily due
to increase (i) in our borrowings (both current as well as non-current) from ₹ 4,469.21 million as at March 31, 2025 to ₹ 3,223.33
million as at March 31, 2024, (ii) the interest charges (bank) to ₹ 361.79 million for Fiscal 2025 from ₹ 183.27 million for
Fiscal 2024, and (iii) the interest expenses on lease liability to ₹ 5.04 million for Fiscal 2024 from ₹ 4.85 million for Fiscal
2024.
Depreciation and Amortization expense
Our depreciation and amortization expense increased by 158.67% to ₹94.51 million for Fiscal 2025 from ₹36.54 million for
Fiscal 2024, primarily due to purchase of computers amounting to ₹56.23 million and purchase of building amounting to ₹33.90
million, leading to an increase in the depreciation and amortization expense for the year.
Other Expenses
Our other expenses increased by 130.98% to ₹ 584.68 million for Fiscal 2025 from ₹ 253.13 million for Fiscal 2024, primarily
due to increase in freight outward charges to ₹302.52 million for Fiscal 2025 from ₹33.34 million for Fiscal 2024 and increase
in fees and charges to ₹32.57 million for Fiscal 2025 from ₹12.18 million for Fiscal 2024.
Tax Expense
Our tax expense increased by 85.53% to ₹ 93.10 million for Fiscal 2025 from ₹50.18 million for Fiscal 2024, primarily due to
increase in the revenue from operations of the Company. The profit before tax for Fiscal 2025 was ₹ 783.43 million as against
profit before tax of ₹ 573.23 million for Fiscal 2024.
Profit after tax for the period
As a result of the foregoing factors, our profit after tax for the period increased by 31.98% to ₹ 690.33 million for Fiscal 2025
from ₹ 523.05 million for Fiscal 2024.
Fiscal 2024 Compared to Fiscal 2023
Total Income
Our total income increased by 72.57% to ₹11,437.97 million for Fiscal 2024 from ₹6,627.86 million for Fiscal 2023, on account
of the factors discussed below.
Revenue from operations
Our revenue from operations increased by 72.56% to ₹11,381.38 million for Fiscal 2024 from ₹6,595.42 million for Fiscal
2023, primarily due to (i) increase in the revenue from sale of products to ₹11,272.13 million for Fiscal 2024 from ₹6,452.19
million for Fiscal 2023; (ii) the revenue from sale of products within India increased to ₹ 4,674.65 million for Fiscal 2024 from
₹ 3,119.69 million for Fiscal 2023 and revenue from sale of products outside India increased to ₹ 6,597.48 million for Fiscal
2024 from ₹ 3,332.50 million for Fiscal 2023, driven by geographical expansion in USA and European Union; and (iii) increase
in the leasing income to ₹ 3.62 million in Fiscal 2024 from Nil in Fiscal 2023.
Other income
303Our other income increased by 74.48% to ₹56.59 million for Fiscal 2024 from ₹32.44 million for Fiscal 2023, primarily due to
increase in the interest on fixed deposit to ₹ 26.55 million for Fiscal 2024 from ₹ 11.66 million in Fiscal 2023, increase in the
export incentives to ₹ 7.17 million for Fiscal 2024 from ₹ 0.80 million in Fiscal 2023 and increase in the exchange fluctuation
gain (net) to ₹ 19.47 million for Fiscal 2024 from ₹ 18.12 million in Fiscal 2023.
Expenses
Our total expenses increased by 73.18% to ₹10,864.74 million for Fiscal 2024 from ₹6,273.67 million for Fiscal 2023, on
account of the factors discussed below.
Direct Costs
Our direct costs (which primarily comprises costs incurred within India and outside India) has increased by 102.75% to
₹11,772.53 million for Fiscal 2024 from ₹ 5,806.54 million for Fiscal 2023, primarily due to increase in the purchase of ICT
Devices to ₹ 11,290.83 million for Fiscal 2024 from ₹ 5,658.30 million in Fiscal 2023 and increase in the related refurbishment
expenses to ₹481.70 million for Fiscal 2024 from ₹148.24 million for Fiscal 2023. Our total purchase of ICT Devices (within
India) increased to ₹ 5,941.64 million for Fiscal 2024 from ₹ 4,255.71 million for Fiscal 2023 and the purchase of ICT Devices
(outside India) increased to ₹ 5,349.19 million for Fiscal 2024 from ₹ 1,402.58 million for Fiscal 2023.
Changes in inventories of finished goods
Our cost of changes in inventories of finished goods increase by 705.46% to ₹1,792.67 million for Fiscal 2024 from ₹222.56
million for Fiscal 2023, primarily due to increase in the sale of products to ₹11,381.38 million for Fiscal 2024 from ₹6,595.42
million for Fiscal 2023 and increase in procurement of products to ₹11,290.83 million for Fiscal 2024 from ₹ 5,568.30million
for Fiscal 2023, leading to an increase in the closing inventory.
Employee Benefits Expense
Our employee benefits expense increased by 81.45% to ₹355.94 million for Fiscal 2024 from ₹196.16 million for Fiscal 2023,
primarily due to increase in the number of employees to 837 as at March 31, 2024 from 404 as at March 31, 2023 and the
corresponding increase in the salaries, wages, staff welfare expenses, gratuity and contribution to provident and other funds.
Finance Costs
Our finance costs increased by 102.07% to ₹239.27 million for Fiscal 2024 from ₹118.41 million for Fiscal 2023, primarily due
to increase (i) in our borrowings (both current as well as non-current) from ₹ 3,223.33 million as at March 31, 2024 to ₹ 1,520.22
million as at March 31, 2023, (ii) the interest charges (bank) to ₹ 183.27 million for Fiscal 2024 from ₹ 85.65 million for Fiscal
2023, (iii) the interest expenses on lease liability to ₹ 4.85 million for Fiscal 2024 from ₹ 2.26 million for Fiscal 2023, and (iv)
other finance cost to ₹ 51.15 million for Fiscal 2024 from ₹ 30.50 million for Fiscal 2023.
Depreciation and Amortization expense
Our depreciation and amortization expense increased by 31.41% to ₹ 36.54 million for Fiscal 2024 from ₹27.80 million for
Fiscal 2023, primarily due to purchase of computers amounting to ₹215.27 million leading to an increase in the depreciation
and amortization expense for the year.
Other Expenses
Our other expenses decreased by 27.12% to ₹253.13 million for Fiscal 2024 from ₹ 347.32 million for Fiscal 2023, primarily
due to reduction in the payment collection and other charges to ₹31.69 million for Fiscal 2024 from ₹162.03 million for Fiscal
2023 and freight outward charges to ₹33.34 million for Fiscal 2024 from ₹61.05 million for Fiscal 2023.
Tax Expense
Our tax expense increased by 67.77% to ₹ 50.18 million for Fiscal 2024 from ₹ 29.91 million for Fiscal 2023, primarily due to
increase in the revenue from operations of the Company. The profit before tax for Fiscal 2024 was ₹ 573.23 million as against
profit before tax of ₹ 354.19 million for Fiscal 2023.
Profit after tax for the period
As a result of the foregoing factors, our profit after tax for the period increased by 61.30% to ₹523.05 million for Fiscal 2024
from ₹ 324.28 million for Fiscal 2023.
304Fiscal 2023 Compared to Fiscal 2022
Total Income
Our total income increased by 26.99% to ₹6,627.86 million for Fiscal 2023 from ₹ 5,219.19 million for Fiscal 2022, on account
of the factors discussed below.
Revenue from operations
Our revenue from operations increased by 26.71% to ₹ 6,595.42 million for Fiscal 2023 from ₹ 5,204.95 million for Fiscal
2022, primarily due to increase in the (i) revenue from sale of products to ₹6,452.19 million for Fiscal 2023 from ₹ 5,090.21
million for Fiscal 2022. The revenue from sale of products within India increased to ₹ 3,119.69 million for Fiscal 2023 from ₹
2,997.84 million for Fiscal 2022 and revenue from sale of products outside India increased to ₹ 3,332.50 million for Fiscal 2023
from ₹ 2,092.37 million for Fiscal 2022, driven by geographic expansion in countries such as USA, Spain and Israel and Mexico,
and (ii) increase in the incentive income to ₹ 143.23 million for Fiscal 2023 from ₹ 114.74 million in Fiscal 2022.
Other income
Our other income increased by 127.80% to ₹32.44 million for Fiscal 2023 from ₹14.24 million for Fiscal 2022, primarily due
to increase in (i) the interest earned on fixed deposits to ₹ 11.66 million for Fiscal 2023 from ₹ 8.87 million in Fiscal 2022, (ii)
the exchange fluctuation gain to ₹18.12 million for Fiscal 2023 from ₹2.25 million for Fiscal 2022, and (iii) export incentive to
₹0.80 million for Fiscal 2023 from ₹ 0.16 million for Fiscal 2022.
Expenses
Our total expenses increased by 26.06% to ₹ 6,273.67 million for Fiscal 2023 from ₹ 4,976.74 million for Fiscal 2022, on
account of the factors discussed below.
Direct Costs
Our direct costs (which comprises costs incurred within India and outside India) increased by 21.51% to ₹ 5,806.54 million for
Fiscal 2023 from ₹ 4,778.67 million for Fiscal 2022, primarily due to increase in the purchase of ICT Devices to ₹ 5,658.30
million for Fiscal 2023 from ₹ 4,687.01 million in Fiscal 2022 and increase in related refurbishment expenses to ₹148.24 million
for Fiscal 2023 from ₹91.65 million for Fiscal 2022. Additionally, our total purchase of ICT Devices (within India) increased
to ₹ 4,255.71 million for Fiscal 2023 from ₹ 3,373.05 million for Fiscal 2022 and the purchase of ICT Devices (outside India)
increased to ₹ 1,402.58 million for Fiscal 2023 from ₹ 1,313.97 million for Fiscal 2022.
Changes in inventories of finished goods
Our changes in inventory of finished goods increased by 17.00% to ₹222.56 million for Fiscal 2023 from ₹190.23 million for
Fiscal 2022, primarily due to increase in the sale of ICT Devices to ₹6,452.19 million for Fiscal 2023 from ₹5,090.21 million
for Fiscal 2022 and procurement of ICT Devices to ₹5,658.30 million for Fiscal 2023 from ₹4,687.01 million for Fiscal 2022,
which has resulted in the increase in the inventories.
Employee Benefits Expense
Our employee benefits expense increased by 105.65% to ₹ 196.16 million for Fiscal 2023 from ₹95.39 million for Fiscal 2022,
primarily due to increase in the employees to 363 in Fiscal 2023 from 201 in Fiscal 2022 and the corresponding increase in the
salaries, wages, staff welfare expenses and gratuity and contribution to provident and other funds.
Finance Costs
Our finance costs increased by 44.03% to ₹118.41 million for Fiscal 2023 from ₹ 82.21 million for Fiscal 2022, primarily due
to increase in (i) our borrowings (both current as well as non-current) to ₹ 1,520.22 million as at March 31, 2023 from ₹1,002.67
million as at March 31, 2022. (ii) the interest charges (bank) to ₹ 85.65 million for Fiscal 2023 from ₹ 73.75 million for Fiscal
2022, and (iii) interest expenses on lease liability to ₹ 2.26 million for Fiscal 2023 from ₹ 1.49 million for Fiscal 2022.
Depreciation and Amortization expense
Our depreciation and amortization expense increased by 26.12% to ₹27.80 million for Fiscal 2023 from ₹22.05 million for
Fiscal 2022, primarily due to addition of ROU assets of ₹ 85.63 million in Fiscal 2023 from ₹7.42 million in Fiscal 2022.
Other Expenses
305Our other expenses increased by 84.10% to ₹ 347.32 million for Fiscal 2023 from ₹ 188.66 million for Fiscal 2022, primarily
due to increase in the freight outward charges to ₹61.05 million for Fiscal 2023 from ₹19.26 million for Fiscal 2022, traveling
and conveyance charges to ₹33.47 million for Fiscal 2023 from ₹21.59 million for Fiscal 2022 and payment collection charges
to ₹162.03 million for Fiscal 2023 from ₹1.62 million for Fiscal 2022
Tax Expense
Our tax expense increased by 20.86% to ₹ 29.91 million for Fiscal 2023 from ₹24.75 million for Fiscal 2022, primarily due to
increase in the revenue of the Company. The profit before tax for Fiscal 2023 was ₹ 354.19 million as against profit before tax
of ₹ 242.45 million for Fiscal 2022.
Profit after tax for the period
As a result of the foregoing factors, our profit after tax for the period increased by 48.96% to ₹ 324.28 million for Fiscal 2023
from ₹ 217.70 million for Fiscal 2022.
Liquidity and Capital Resources
Historically, our primary liquidity requirements have been to finance our working capital needs for our operations. We have
met these requirements through cash flows from operations, and borrowings. As of March 31, 2025, we had ₹ 4,865.66 million
in inventories, ₹ 676.16 million trade receivables, cash and cash equivalents including bank balances of ₹ 607.81 million and
other current assets of ₹ 599.64 million.
For Fiscals 2025, 2024 and 2023, and our total liabilities based on our Restated Consolidated Financial Information amounted
to ₹ 4,923.32 million, ₹ 4,222.44 million and ₹ 1,736.75 million, respectively.
Cash Flows based on Restated Consolidated Financial Information
The table below summarizes the statement of cash flows, as per our cash flow statements, for the periods indicated:
Particulars Fiscal
2025 2024 2023
(in ₹ million)
Net cash generated from / (used in) operating activities 245.25 974.57 249.59
Net cash generated from / (used in) investing activities 26.15 (280.83) (11.15)
Net cash generated from / (used in) financing activities (342.64) (288.98) (175.65)
Net increase/(decrease) in cash and cash equivalents (71.24) 404.76 62.80
Operating Activities
Fiscal 2025
Our net cash generated from operating activities was ₹ 245.25 million in Fiscal 2025. Our profit before tax was ₹ 783.43 million,
which was primarily adjusted against interest expenses of ₹ 383.50 million and depreciation and amortisation expense of ₹
94.51 million and partially offset by an interest income of ₹ (52.11) million. Our operating profit before working capital change
was ₹ 1,212.69 million in Fiscal 2025. The adjustments in working capital in Fiscal 2025 primarily consisted of outflow from
(i) inventories of ₹1,723.04 million, (ii) financial and other current assets of ₹251.94 million, (iii) trade payables of ₹573.99
million which was primarily offset by inflows from, (i) working capital loan ₹1,037.05 million, and (ii) trade receivables of
₹492.90 million and (iii) current and non-current provisions of ₹19.51 million, (iv) current tax assets (Net) of ₹9.68 million, (v)
current tax liabilities (Net) ₹23.39 million, (vi) financial and other current liabilities of ₹82.25 million. Cash generated in
operating activities was ₹328.49 million and income tax paid (net of refund) was ₹83.24 million.
Fiscal 2024
Our net cash generated from operating activities was ₹ 974.57 million in Fiscal 2024. Our profit before tax was ₹ 573.23 million,
which was primarily adjusted against interest expense of ₹ 239.27 million and depreciation and amortisation expense of ₹ 36.54
million and primarily offset by an interest income of ₹ (26.95) million. Our operating profit before working capital change was
₹ 813.95 million in Fiscal 2024. The adjustments in working capital in Fiscal 2024 primarily consisted of outflow from (i)
inventories of ₹1,792.67 million, (ii) trade receivables of ₹ 257.62 million, (iii) financial and other current assets of ₹ 236.68
million, (iv) financial and other current liabilities of ₹335.37 million which was partially offset by inflows from (i) trade
payables of ₹737.11 million, (ii) current and non-current provisions of ₹23.79 million and (iii) working capital loan ₹ 2,070.62
million. Cash generated in operating activities was ₹1,024.75 million and Income tax paid (net of refund) was ₹ 50.18 million.
306Fiscal 2023
Our net cash generated from operating activities was ₹249.59 million in Fiscal 2023. Our profit before tax was ₹ 354.19 million,
which was primarily adjusted against interest expense of ₹ 118.41 million and depreciation and amortisation expense of ₹ 27.80
million and primarily offset by an interest income of ₹ (12.03) million. Our operating profit before working capital change was
₹487.41 million in Fiscal 2023. The adjustments in working capital in Fiscal 2023 primarily consisted of outflow from (i)
inventories of ₹222.56 million, (ii) trade receivables of ₹489.61 million, (iii) other financial and other current assets of ₹ 40.66
million, and (iv) trade payables of ₹9.67 million which was partially offset by inflows from (i) other financial and other current
liabilities of ₹ 112.35 million, (ii) working capital loan of ₹ 443.13 million, and (iii) current and non-current provisions of
₹13.03 million. Cash generated in operating activities was ₹ 279.51 million and income tax paid (net of refund) was ₹ 29.91
million.
Investing Activities
Fiscal 2025
Our net cash generated from investing activities was ₹ 26.15 million in Fiscal 2025. This was primarily due to interest income
of ₹ 52.11 million and investment in mutual funds of ₹ 73.96 million which was partially offset by payment for purchase of
property, plant and equipment, intangible assets including capital work in progress of ₹ 99.91 million.
Fiscal 2024
Our net cash used in investing activities was ₹ (280.83) million in Fiscal 2024. This was primarily due to payment for purchase
of property, plant and equipment, intangible assets including capital work in progress ₹ (240.28) million and purchase of mutual
fund investments of ₹ (67.50) million, which was partially offset by interest income of ₹26.95 million.
Fiscal 2023
Our net cash used in investing activities was ₹ (11.15) million in Fiscal 2023. This was primarily due to payment for purchase
of property, plant and equipment, intangible assets including capital work in progress of ₹ (23.18) million, which was partially
offset by interest income on deposits of ₹ 12.03 million.
Financing Activities
Fiscal 2025
Our net cash used in financing activities was of ₹ (342.64) million in Fiscal 2025. This was primarily due to repayment of long-
term borrowings of ₹ 102.29 million, payment of lease rentals of ₹ 25.52 million and finance cost of ₹ 383.50 million, payment
of IPO charges of of ₹ 62.02 million which was partially offset by proceeds from long term borrowings of ₹ 230.70 million.
Fiscal 2024
Our net cash used in financing activities was ₹ (288.98) million in Fiscal 2024. This was primarily due to repayment of long
term borrowings of ₹ (30.07) million, payment of lease rentals of ₹ (19.64) million and finance cost of ₹ (239.27) million.
Fiscal 2023
Our net cash used in financing activities was ₹ (175.65) million in Fiscal 2023. This was primarily due to repayment of long
term borrowings of ₹ (40.05) million, payment of lease rentals of ₹ (20.88) million, and finance cost of ₹ (118.41) million which
was partially offset by proceeds from long term borrowings of ₹ 3.65 million and proceeds from issue of equity shares of ₹ 0.05
million.
Indebtedness
As of March 31, 2025, we had working capital borrowings of ₹ 3,615.58 million, with a debt-to-equity ratio of 1.92 as per the
Restated Consolidated Financial Information. Some of our financing agreements include various conditions and covenants that
require us to obtain lender consents prior to carrying out certain activities and entering into certain transactions. For further
information on our agreements governing our outstanding indebtedness, see “Financial Indebtedness” on page 312.
Contractual Obligations
Our Company has no contractual obligations as of March 31, 2025.
307Contingent Liabilities
The following table sets forth the principal components of our contingent liabilities as of March 31, 2025, as per the Restated
Consolidated Financial Information:
(₹ in million)
Particulars Amount as at March 31, 2025
Income tax (CIT Appeals) 0.57
GST (ACST Appeals) 91.69
Off-Balance Sheet Arrangements
Our Company has no off balance sheet arrangements as on the date of this Red Herring Prospectus.
Related Party Transactions
We enter into various transactions with related parties. For further information see “Financial Statements – Note 38 Related
Party Disclosures” on page 275.
Quantitative and Qualitative Disclosures about Market Risk
Our principal financial liabilities comprise of borrowings, lease liabilities, trade payables, employee related payables, security
deposits, dividend payable and remuneration to directors payable. These financial liabilities are directly derived from its
operations. Our principal financial assets include investments, trade receivables, security deposits, prepaid expenses, other bank
balances and cash and cash equivalents.
We are exposed to credit risk, liquidity risk and market risk. Our senior management oversees the management of these risks.
Our senior management ensures that our financial risk activities are governed by appropriate policies and procedures and that
financial risks are identified, measured and managed in accordance with our policies and risk objectives.
Credit Risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to this risk
for various financial instruments, for example trade receivables to customers, deposits. The Company’s maximum exposure to
credit risk is limited to the carrying amount of following types of financial assets.
• cash and cash equivalents,
• bank balances other than cash and cash equivalents
• trade receivables, and
• Other financial assets
Credit risk on cash and cash equivalents and bank deposits and other financial assets is limited as the Company generally invests
in deposits with banks with high credit ratings assigned by domestic credit rating agencies. Other financial assets measured at
amortised cost includes security deposits and trade receivables. Credit risk related to trade receivable and other financial assets
is managed by monitoring the recoverability of such amounts continuously and monitoring the credit worthiness of the
counterparties.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s
objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral obligations. Ultimate
responsibility for liquidity risk management rests with the Board of Directors. The Company’s manages liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and
actual cash flows. The following table shows the maturity analysis of financial liabilities of the Company based on contractually
agreed undiscounted cash flows as at the balance sheet date:
(₹ in Million)
March 31, 2025 Less than 1 year 1-5 year More than 5 years Total
Non-derivatives
Borrowings* 3,615.58 727.99 - 4,343.57
Lease liabilities 39.54 29.14 - 68.68
Trade payables 267.17 - - 267.17
308March 31, 2025 Less than 1 year 1-5 year More than 5 years Total
Other financial liabilities 193.02 - - 193.02
Non current other financial liabilities - 8.67 - -
Total 4,115.31 765.80 - 4,881.11
(₹ in Million)
March 31, 2024 Less than 1 year 1-5 year More than 5 years Total
Non – derivatives
Borrowings* 3,096.33 81.77 - 3,178.10
Lease liabilities 26.36 67.92 - 94.28
Trade payables 841.16 - - 841.16
Other financial liabilities 95.87 - - 95.87
Non current other financial liabilities - 4.07 4.07
Total 4,059.71 153.77 - 4,213.49
(₹ in Million)
March 31, 2023 Less than 1 year 1-5 year More than 5 years Total
Non-derivatives
Borrowings* 1,006.24 131.31 - 1,137.55
Lease liabilities 18.43 65.21 - 83.64
Trade payables 104.05 - - 104.05
Other financial liabilities 409.90 1.62 - 411.52
Total 1,538.61 198.14 - 1,736.75
* Maturities includes interest on borrowings.
Market Risk
Price Risk
The Company’s exposure to price risk arises from investments held and classified in the financial statements at fair value
through profit or loss. To manage the price risk arising from investments, the Company diversifies its portfolio of assets.
Sensitivity Analysis
The table below summarises the impact of increase/decrease of the index on the Company’s profit for the year:
(₹ in Million)
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Mutual funds
Net assets value – increase by 100 bps - 0.70 -
Net assets value – decrease by 100 bps - (0.70) -
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in
foreign exchange rates. The Company is exposed to foreign exchange risk through its services from its group companies in
foreign currencies.
For further information, see “Restated Financial Information – Note 43 Financial risk management objectives and policies” on
page 282.
Capital Expenditures
Our historical capital expenditures were, and we expect our future capital expenditures to be, primarily for asset acquisition.
For Fiscals 2025, 2024 and 2023 and, our capital expenditures (comprising of purchase of computers, office equipment, right
of use for the building, furniture and fixture) were ₹ 99.91 million, ₹ 247.27 million and ₹ 12.16 million, respectively as per our
Restated Consolidated Financial Information. The following table sets forth additions to property, plant and equipment by
category of expenditure, for the fiscals indicated below:
(in ₹ million)
Particulars As at and for Fiscal 2025 As at and for Fiscal 2024 As at and for Fiscal 2023
Office Equipment 6.18 2.38 5.04
Computer 1.27 3.10 -
Furniture & Fixtures 3.47 3.19 0.14
Building 33.90 26.42 2.59
Leasing Asset – Computer 54.96 212.17 -
Vehicle 0.14 - 4.39
309Change in accounting policies
Other than as disclosed in the Restated Consolidated Financial Information, there have been no changes in accounting policies
for Fiscals 2025, 2024 and 2023.
Significant Economic Changes
Other than as described above under the heading titled “Principal Factors Affecting Our Financial Condition and Results of
Operations,” to the knowledge of our management, there are no other significant economic changes that materially affect or
are likely to affect income from continuing operations.
Unusual or Infrequent Events of Transactions
Except as described in this Red Herring Prospectus, there have been no other events or transactions that, to our knowledge, may
be described as “unusual” or “infrequent”.
Known Trends or Uncertainties
Our business has been affected and we expect will continue to be affected by the trends identified above in the heading titled
“-Principal Factors Affecting Our Financial Condition and Results of Operations” on page 295 and the uncertainties described
in the section titled “Risk Factors” beginning on page 26. To our knowledge, except as described or anticipated in this Red
Herring Prospectus, there are no known factors which we expect will have a material adverse impact on our revenues or income
from continuing operations.
Future Relationship Between Cost and Income
Other than as described in this Red Herring Prospectus, to the knowledge of our management, there are no known factors that
might affect the future relationship between costs and revenues.
New products, Services or Business Verticals
Other than as described in “Our Business” on page 172, there are no new offerings or business verticals in which we operate.
Seasonality of Business
Given the nature of our business operations, our business is not seasonal in nature.
Competitive Conditions
We operate in a competitive environment. See “Our Business”, “Industry Overview” and “Risk Factors” on pages 172, 115 and
26, respectively, for further information on competitive conditions that we face.
Reservations, Qualifications and Adverse Remarks Included by Auditors
There are no reservations, qualifications and adverse remarks included by the Statutory Auditors in the Restated Consolidated
Financial Information.
Significant Developments after March 31, 2025
There have been no development since the date of the last financial statements as disclosed in this Red Herring Prospectus
which materially or adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability
to pay our material liabilities within the next 12 months.
310CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalization as at financial year ended March 31, 2025, on the basis of amounts
derived from the Restated Consolidated Financial Information and as adjusted for the Offer. This table should be read in
conjunction with the sections “Management’s Discussion and Analysis of Financial Position and Results of Operations”,
“Restated Consolidated Financial Information” and “Risk Factors” on pages 292, 238 and 26, respectively.
(₹ in million, except ratios)
Particulars Pre-Offer (as of March Post Offer*
31, 2025)
Debt
Non-current – Borrowings (A) 727.99 [●]
Current – Borrowings (B) 3,615.58 [●]
Total Borrowings (A+B = C) 4,343.57 [●]
Equity share capital (D) 194.27 [●]
Other equity (E) 2,072.92 [●]
Total Equity (D+E = F) 2,267.19 [●]
Debt / Equity Ratio (C/F = G) 1.92 [●]
Non-current – Borrowings / Total Equity (A/F = H) 0.32 [●]
Current – Borrowings / Total Equity (B/F=I) 1.59 [●]
Notes:
As certified by our Statutory Auditors, pursuant to their certificate dated July 17, 2025.
* These amounts (as adjusted for the Offer) are not determinable at this stage pending the completion of the book building process and hence have not
been provided in the statement above. To be updated upon finalisation of the Offer Price.
These terms shall carry the meaning as per Schedule III of the Companies Act, 2013.
Borrowings with original contractual maturity of more than one year are classified as non-current borrowings as per guidance of Schedule III of the Companies
Act, 2013. All other borrowings have been classified as current borrowings.
311FINANCIAL INDEBTEDNESS
Our Company and our Subsidiaries avail credit facilities in the ordinary course of business for the purposes of inter alia working
capital and other business requirements. These credit facilities include, inter alia, secured and unsecured overdraft facilities and
bank guarantees and secured term loans.
Our Board is empowered to borrow money in accordance with Sections 179 and 180 of the Companies Act and our Articles of
Association. For details regarding the borrowing powers of our Board, see “Our Management-Borrowing Powers” on page 220.
The details of aggregate outstanding borrowings of our Company and our Subsidiaries as on March 31, 2025 are set forth below:
(in ₹ million)
Category of borrowings Sanctioned amount as on March 31, 2025 (in ₹ Outstanding amount as on March 31, 2025 (in ₹
million)* million)*
Borrowings of the Company
Secured borrowings
Term loans 168.65 81.71
Working capital facility 3,425.00 1959.41
Total (A) 3,593.65 2041.12
Unsecured borrowings
Working capital facilities 299.90 173.69
Total (B) 299.90 173.69
Borrowings of the Subsidiaries
Secured borrowings
Term loans Nil Nil
Working capital facility 1,934.00 1656.17
Total (C) 1,934.00 1656.17
Unsecured borrowings
Unsecured loan NA$ 598.23
Total (D) NA$ 598.23
Total borrowings (A + B + 5,827.55 4,469.21
C+D)
* As certified by our Statutory Auditors, pursuant to their certificate dated July 17, 2025.
$ Unsecured loan from Amit Midha, the Non-Executive and Non-Independent Director of the Company to the Subsidiary, namely Electronics Bazaar FZC.
For further details of our outstanding borrowings as on March 31, 2025, March 31, 2024 and March 31, 2023, see “Restated
Consolidated Financial Information” on page 238.
In relation to the Offer, we have obtained the necessary consents from the lenders, required under the relevant loan
documentation, for undertaking activities in relation to the Offer and in connection thereto.
312Set forth below is a brief summary of our aggregate sanctioned and outstanding borrowings on a consolidated basis (Company and its Subsidiaries) for Fiscal 2025, Fiscal 2024 and Fiscal
2023:
(₹ in million)
Name of the Name of the lender Date of Type of borrowing Fiscal 2025 Fiscal 2024 Fiscal 2023
entity sanction letter Openin Closing Amoun New Openin Closing Amoun New Openin Closing Amoun New
g balance t repaid loans g balance t repaid loans g balance t repaid loans
balance as at during sanctio balance as at during sanctio balance as at during sanctio
as at March Fiscal ned as at March Fiscal ned as at March Fiscal ned
April, 31, 2025 during April, 31, 2024 during April, 31, 2023 during
2024 2025 Fiscal 2023 2024 Fiscal 2022 2023 Fiscal
2025 2024 2023
GNG HDFC Bank Limited August 17, 2022 Emergency credit line 65.15 42.10 23.05 Nil 80.11 65.15 14.96 Nil 94.08 80.11 13.97 Nil
Electronics guarantee scheme
Limited
GNG Axis Bank Limited December 24, Emergency credit line 59.75 38.44 21.31 Nil 73.98 59.75 14.24 Nil 84.38 73.98 533.10 522.70
Electronics 2021 guarantee scheme
Limited
GNG HDFC Bank Limited May 1, 2022 Auto premium loan 2.10 1.17 0.93 Nil 2.97 2.10 0.87 Nil Nil 2.97 0.68 3.65
Electronics
Limited
GNG HDFC Bank Limited February 23, Cash credit / working 381.09 352.67 28.42* Nil 331.12 381.09 1,541.4 1,591.4 325.01 331.12 1,035.2 1,041.4
Electronics 2022 capital demand loan 3* 0 9* 0
Limited
GNG HDFC Bank Limited February 23, Purchase bill discount 278.67 264.12 14.55* Nil 97.62 278.67 118.94* 300.00 Nil 97.62 202.38* 300.00
Electronics 2022
Limited
Electronics HDFC Bank Limited August 6, 2023 Standby letter of credit 600.04 701.68 (101.64 Nil 199.58 600.04 299.54* 700.00 Nil 199.58 741.82* 941.40
Bazaar FZC ) *
GNG Axis Bank Limited July 25, 2022 Cash credit 316.40 326.69 (10.29) Nil 323.85 316.40 7.44* Nil 222.12 323.85 420.97* 522.70
Electronics *
Limited
GNG CITI Bank July 18, 2023 Cash credit / working 260.18 Nil 260.18* Nil Nil 260.18 189.82* 450.00 Nil Nil Nil Nil
Electronics capital demand loan
Limited
GNG Standard Chartered August 9, 2023 Cash credit / working 344.98 Nil 344.98* Nil Nil 344.98 55.02* 400.00 Nil Nil Nil Nil
Electronics Bank capital demand loan
Limited
GNG The Federal Bank September 25, Working capital demand 139.27 286.70 (147.43 Nil Nil 139.27 120.73* 260.00 Nil Nil Nil Nil
Electronics Limited 2023 loan )*
Limited
GNG DBS Bank India October 28, Cash credit / working 57.51 70.75 (13.24) Nil Nil 57.51 42.49* 100.00 Nil Nil Nil Nil
Electronics Limited 2023 capital demand loan *
Limited
313Name of the Name of the lender Date of Type of borrowing Fiscal 2025 Fiscal 2024 Fiscal 2023
entity sanction letter Openin Closing Amoun New Openin Closing Amoun New Openin Closing Amoun New
g balance t repaid loans g balance t repaid loans g balance t repaid loans
balance as at during sanctio balance as at during sanctio balance as at during sanctio
as at March Fiscal ned as at March Fiscal ned as at March Fiscal ned
April, 31, 2025 during April, 31, 2024 during April, 31, 2023 during
2024 2025 Fiscal 2023 2024 Fiscal 2022 2023 Fiscal
2025 2024 2023
GNG DBS Bank India October 28, Purchase bill discount 166.92 9.99 156.93* Nil Nil 166.92 33.08* 200.00 Nil Nil Nil Nil
Electronics Limited 2023
Limited
GNG Yes Bank Limited December 22, Cash credit / working 176.47 Nil 176.47* Nil Nil 176.47 192.76* 350.00 39.85 Nil 39.85* Nil
Electronics 2023 capital demand loan
Limited
GNG RBL Bank Limited December 12, Working capital demand 140.08 Nil 140.08* Nil Nil 140.08 219.92* 360.00 Nil Nil Nil Nil
Electronics 2023 loan
Limited
GNG ICICI Bank Limited September 22, Purchase Bill Discount Nil 28.71 (28.71) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Electronics Ltd 2023 *
GNG Cholamandalam December 30, Working capital demand Nil Nil Nil Nil 97.38 Nil 97.38* Nil 49.88 97.38 52.51* 100.00
Electronics Investment and 2021 loan
Limited Finance Company
Limited
GNG Profectus Capital June 14, 2021 Working capital demand Nil Nil Nil Nil Nil Nil Nil Nil 19.48 Nil 19.48* Nil
Electronics Private Limited loan
Limited
GNG Vivriti Capital Private September 28, Working capital demand Nil Nil Nil Nil 74.70 Nil 74.70* Nil 20.03 74.70 45.32* 100.00
Electronics Limited 2022 loan
Limited
GNG Aditya Birla Capital February 13, Working capital demand Nil Nil Nil Nil 49.57 Nil 49.57* Nil Nil 49.57 0.43* 50.00
Electronics Limited 2023 loan
Limited
GNG Hero Fincorp Limited July 31, 2022 Working capital demand Nil Nil Nil Nil 48.19 Nil 48.19* Nil Nil 48.19 1.81* 50.00
Electronics loan
Limited
GNG TVS Finance August 22, 2022 Working capital demand Nil Nil Nil Nil 18.33 Nil 18.33* Nil Nil 18.33 41.67* 60.00
Electronics loan
Limited
GNG Centrum Financial September 21, Working capital demand Nil Nil Nil Nil 49.51 Nil 49.51* Nil 33.04 49.51 34.49* 50.96
Electronics Services Limited 2021 loan
Limited
Electronics Emirates Islamic August 9, 2023 Working capital demand 158.46 160.44 (1.98) * Nil Nil 158.46 1.28* 159.74 Nil Nil Nil Nil
Bazaar FZC Bank# loan
Electronics Rak Bank# October 3, 2023 Working capital demand 76.26 115.88 (39.62) Nil 54.08 76.26 57.69* 79.87 Nil 54.08 1.84* 55.93
Bazaar FZC loan *
314Name of the Name of the lender Date of Type of borrowing Fiscal 2025 Fiscal 2024 Fiscal 2023
entity sanction letter Openin Closing Amoun New Openin Closing Amoun New Openin Closing Amoun New
g balance t repaid loans g balance t repaid loans g balance t repaid loans
balance as at during sanctio balance as at during sanctio balance as at during sanctio
as at March Fiscal ned as at March Fiscal ned as at March Fiscal ned
April, 31, 2025 during April, 31, 2024 during April, 31, 2023 during
2024 2025 Fiscal 2023 2024 Fiscal 2022 2023 Fiscal
2025 2024 2023
GNG TATA Capital Limited January 2, 2023 Short term loan Nil Nil Nil Nil Nil Nil Nil Nil 15.00 Nil 115.00 100.00
Electronics
Limited
GNG TATA Capital Limited May 29, 2024 Emergency credit line Nil 173.69 126.21* 299.90 Nil Nil Nil Nil Nil Nil Nil Nil
Electronics guarantee scheme
Limited
GNG TATA Capital Limited January 2, 2022 Working capital demand Nil Nil Nil Nil 19.23 Nil 19.23* Nil 99.80 19.23 80.57* Nil
Electronics loan
Limited
Electronics Commercial Bank of February 05, Working Capital Nil 220.44 12.36* 232.80 Nil Nil Nil Nil Nil Nil Nil Nil
Bazaar FZC Dubai# 2024 Demand Loan
Electronics Abudhabi Islamic June 20, 2024 Working Capital Nil 235.99 (3.19)* 232.80 Nil Nil Nil Nil Nil Nil Nil Nil
Bazaar FZC Bank# Demand Loan
Electronics Dubai Islamic Bank# July 17, 2024 Working Capital Nil 221.74 11.06* 232.80 Nil Nil Nil Nil Nil Nil Nil Nil
Bazaar FZC Demand Loan
GNG Kotak Mahindra Bank July 26, 2024 Working Capital Nil 331.59 158.41* 490.00 Nil Nil Nil Nil Nil Nil Nil Nil
Electronics Ltd Limited Demand Loan
GNG First IDFC Bank August 02, 2024 Working Capital Nil 288.19 111.81* 400.00 Nil Nil Nil Nil Nil Nil Nil Nil
Electronics Ltd Limited Demand Loan
GNG Amit Midha August 29, 2024 Unsecured loan Nil 598.23 Nil 598.23 Nil Nil Nil Nil Nil Nil Nil Nil
Electronics Ltd
*Amount is Net off Increase/(Decrease) during year in loan amount.
# Amount converted in INR at the currency exchange rate of AED to INR as on March 31, 2025 as 23.28, March 31, 2024 as 22.82 March 31, 2023 as 22.37.
315Principal terms of the borrowings currently availed by us:
Brief details of the terms of our various borrowing arrangements are provided below and there may be similar/ additional terms,
conditions and requirements under the borrowing arrangements entered into by us with our lenders:
1. Interest: The term loan and working capital facilities availed by our Company and our Subsidiaries, typically have
floating rates of interest linked to a base rate as specified by respective lenders with a spread for the fund-based
facilities and commission for non-fund based facilities, which are subject to mutual discussions between the relevant
lenders and us.
Tenor: The tenor of the working capital facilities availed by our Company typically ranges from a period of 30 days
to 3 months and is subject to annual review and renewal by the relevant lender, whereas the term loan facilities availed
by our Company typically range between 4 years to 6 years. The tenor of the term loan availed from Tata Capital
Limited, is 3 years.
Security: The borrowings availed by us are secured by, inter alia, the following:
(a) Corporate / personal guarantees; charge and hypothecation of moveable and immovable assets (present and
future); mortgage on certain immovable properties (present and future); and mutual funds;
(b) first pari passu charge on current assets of our Company in line with other working capital lenders;
(c) pari passu charge on all receivables and stock of our Company; and
(d) create a lien on fixed deposits.
There may be additional requirements for creation of security under the various borrowing arrangements entered into
by us.
2. Re-payment: The working capital facilities availed by us are typically repayable on demand or on their respective due
dates within the maximum tenure. The term loans availed by us are typically repayable in structured instalments, as
per the repayment schedule stipulated in the relevant loan documentation.
Pre-payment: Our working capital borrowing and term loan arrangements typically have pre-payment provisions
which allow for prepayment of the outstanding amount, subject to the conditions specified in the borrowing
arrangements and in certain cases stipulate prepayment charges of up to 4% of the amount being prepaid.
Restrictive Covenants: Certain of our borrowing arrangements provide for covenants restricting certain corporate
actions, and we are required to take the prior approval of the lender before carrying out such activities. For instance,
certain corporate actions for which we require the prior written consent from the relevant lender include:
(a) effecting any change in ownership, control, management and constitution of our Company;
(b) effecting any changes to the capital structure or shareholding pattern and key managerial personnel;
(c) entering into any merger, de-merger, amalgamation, reorganisation or consolidation or formulating any
scheme of reconstruction, arrangement or compromise with the creditors;
(d) making any amendment to the constitutional documents;
(e) diversification, modernisation or substantial expansion of any of its existing business, operations or project;
(f) undertake any new project, implement any scheme of expansion or invest in any other entity or change the
general nature of business;
(g) declaring or paying dividend; or
(h) dispose of the majority of our properties and assets.
3. Events of Default: The borrowing arrangements entered into by us with the lenders contain certain instances,
occurrence of which may result into ‘event of default’, including:
(a) failure or delay in making payment/repayment of any principal amount or interest on the relevant due dates;
316(b) failure to observe or comply with the terms and conditions, breach of ownership, management, financial or
other covenants, breach of representations and warranties under the borrowing arrangements;
(c) utilisation of the facilities or any part thereof for purposes other than as sanctioned by the lender;
(d) change in ownership, management or control of our Company without prior consent of the lender;
(e) any notice or action in relation to actual or threatened liquidation or dissolution or bankruptcy or insolvency
against our Company;
(f) any change or threat to change the general nature or scope of the business of our Company;
(g) change in constitutional documents without prior consent of the lender, which is prejudicial to the interests
of the lender;
(h) failure to create security within the specified time period under the borrowing arrangements;
(i) breach or default under any other agreement involving borrowing of money by our Company; and
(j) any circumstance or event which would or is likely to prejudicially or have a material adverse effect in any
manner the capacity of our Company to repay any loans or any part thereof.
This is an indicative list and there may be additional instances that may amount to an event of default under the various
borrowing arrangements entered into by us.
4. Consequences of events of default: In terms of our borrowing arrangements, as a consequence of occurrence of events
of default, our lenders may:
(a) demand immediate repayment and withdraw/cancel the undrawn facility suspend further access/drawdowns,
either in whole or in part, of the facility;
(b) impose penal interest;
(c) invoke the corporate guarantees;
(d) appoint a nominee director/observer on the board of directors;
(e) issue a notice for conversion of outstanding loan obligations into equity or other securities;
(f) enforce their security interest; and
(g) disclose details of borrowings and default to regulators/third parties.
The above is an indicative list and there may be additional consequences of an event of default under the various borrowing
arrangements entered into by us.
For further details on the principal terms of our borrowings, see “Restated Consolidated Financial Information” on page 238
and for further details on financial and other covenants required to be complied with in relation to our borrowings, see “Risk
Factors – We have substantial indebtedness which requires significant cash flows to service and limits our ability to operate
freely. Our debt servicing coverage ratio for Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 0.25 times, 0.25 times and 0.40
times, respectively. Any breach of terms under our financing arrangements or our inability to meet our obligations, including
financial and other covenants under our debt financing arrangements may adversely affect our business and
financial condition” on page 28.
317SECTION VII: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no pending: (i) criminal proceedings; (ii) actions by statutory or regulatory
authorities; (iii) claims relating to direct and indirect taxes; and (iv) any other pending litigation/arbitration proceeding which
has been determined to be material pursuant to the Materiality Policy (as disclosed herein below), each involving our Company,
Subsidiaries, Directors or Promoters (collectively, the “Relevant Parties”). Further, except as disclosed in this section, there
are (a) no disciplinary actions (including penalties imposed) initiated by SEBI or a stock exchange against our Promoters in
the last five Fiscals immediately preceding the date of this Red Herring Prospectus, including any outstanding action; (b) no
criminal proceedings involving our Key Managerial Personnel or Senior Management; (c) no actions by regulatory and
statutory authorities against our Key Managerial Personnel or Senior Management; or (d) pending litigation involving our
Group Company which may have a material impact on our Company in the opinion of our Board. Further, as on the date of
this Red Herring Prospectus, there are no findings/observations of any inspections by SEBI or any other regulator involving
our Company which are material and which need to be disclosed or non-disclosure of which may have bearing on the investment
decision.
For the purpose of (iv) above, our Board in its meeting held on March 25, 2025 has considered and adopted the Materiality
Policy for identification of material outstanding litigation involving Relevant Parties. In accordance with the Materiality
Policy:
(i) all outstanding civil litigation /arbitration proceedings (including claims related to direct and indirect taxes) involving
the Relevant Parties in which the aggregate monetary claim made by or against the Relevant Parties is equal to or in
excess of (a) 2% of the turnover of our Company as per the Restated Consolidated Financial Information for the
preceding financial year; or (b) 2% of the net worth of our Company as per the Restated Consolidated Financial
Information as at the end of the preceding financial year; or (c) 5% of the average of the absolute value of the
profit/loss after tax of our Company as per the Restated Consolidated Financial Information of the preceding three
financial years disclosed in the relevant Offer Documents, whichever is lower (“Threshold”);
2% of the turnover of our Company, as per the Restated Consolidated Financial Information for Fiscal 2025 is ₹
282.22 million, 2% of the net worth of our Company, as per the Restated Consolidated Financial Information as at
March 31, 2025 is ₹ 45.43 million and 5% of the average of absolute value of profit or loss after tax of our Company,
as per the Restated Consolidated Financial Information for the last three Fiscals is ₹ 25.63 million. Accordingly, ₹
25.63 million has been considered as the Threshold.
(ii) all outstanding civil litigation /arbitration proceedings involving the Relevant Parties wherein the monetary liability
is (a) not quantifiable, or (b) which is not equal to or in excess of the Threshold, but the outcome of such a proceeding
could, nonetheless, have a material adverse effect on the financial position, business, operations, prospects, or
reputation of our Company, in the opinion of our Board;
(iii) all outstanding civil litigation /arbitration proceedings involving the Relevant Parties wherein the decision in such a
proceeding is likely to affect the decision in similar proceedings, such that the cumulative amount involved in such
proceedings exceeds the Threshold, even though the amount involved in any individual proceeding does not exceed
the Threshold.
For the purposes of the above, pre-litigation notices received by the Relevant Parties, Key Managerial Personnel or Senior
Management from third parties (excluding those notices issued by statutory or regulatory or governmental or taxation
authorities or notices threatening initiation of criminal action or first information reports) shall, unless otherwise decided by
our Board, not be considered as outstanding litigation until such time the Relevant Party, Key Managerial Personnel or Senior
Management is impleaded as a party in proceedings before any judicial or arbitral forum.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further, in accordance
with the Materiality Policy, our Company has considered such creditors ‘material’ to whom the amount due is equal to or in
excess of 5% of the consolidated trade payables of our Company as at the end of the most recent fiscal/period covered in the
Restated Consolidated Financial Information. The consolidated trade payables of our Company as on March 31, 2025, were ₹
267.17 million as per the Restated Consolidated Financial Information. Accordingly, a creditor has been considered ‘material’
if the amount due to such creditor is equal to or exceeds ₹ 13.35 million (being 5% of the consolidated trade payables of our
Company as on March 31, 2025 as per the Restated Consolidated Financial Information). For outstanding dues to any creditor
which is a micro, small or medium enterprise, the disclosure will be based on information available with the Company
regarding the status of the creditor as defined under Micro, Small and Medium Enterprises Development Act, 2006, as amended
read with the rules and notifications thereunder.
Unless stated to the contrary, all terms defined in a particular litigation disclosure below are for that particular litigation only.
318A. LITIGATION INVOLVING OUR COMPANY
Criminal proceedings by our Company
1. Our Company has filed 25 cases under Section 138 of the Negotiable Instruments Act, 1881 in relation to dishonour
of cheques issued by, inter alia, its dealers, suppliers, stockists. The aggregate amount involved in these matters is ₹
7.04 million. These matters are pending before various forums at various stages of adjudication.
Criminal proceedings against our Company
Nil
Other material proceedings by our Company
Nil
Other material proceedings against our Company
Nil
Actions by statutory or regulatory authorities against our Company
Nil
Tax proceedings involving our Company
Nature of case Number of cases Amount in dispute/demand (in ₹ million)*
Direct tax 1 0.04
Indirect tax 6 91.69
Total 7 91.73
*To the extent quantifiable.
Set forth hereunder is a description of the material tax matters involving our Company:
1. As per assignment number 47 dated November 10, 2021, under Section 67 of the Maharashtra Goods and Services
Tax Act, 2017, the officer visited the Registered Office of our Company to inspect books of accounts of the Company
to verify the Input Tax Credit (“ITC”) claims against domestic purchases made in the financial year 2018-19. In lieu
of the observations made during the inspection, intimation dated December 7, 2023 in Form DRC 01A for liability of
₹ 13.27 million was issued to our Company. Thereafter, the Assistant Commissioner of Tax, Maharashtra issued show
cause notice dated December 26, 2023 (“SCN”) to our Company for payment of ₹ 13.27 million. It was alleged in the
SCN that ITC was wrongly availed/utilized as a result of which there was an excess claim of ITC and such mismatch
of ITC was to be disallowed under Section 16 of the Goods and Services Tax Act, 2017. Thereafter, one of our
authorised representative attended the office and requested to fix the liability as per latest GSTR 2A, which was used
to ascertain total liability. Subsequently, the Office of the Assistant Commissioner of State Tax, Maharashtra, vide an
order dated April 25, 2024 (“Impugned Order”), directed our Company to pay ₹ 30.24 million (including interest
and penalty) on or before July 24, 2024. Our Company filed an appeal dated June 17, 2024 (“Appeal”) before the
Hon’ble Joint Commissioner (Appeals), to set aside the Impugned Order on grounds, inter alia, that the officer has
ignored the ITC register on the basis of which our Company has computed its ITC. The Appeal is currently pending.
2. On comparison of Input Tax Credit (“ITC”) availed by the Company through GSTR-3B for financial year 2017-18
with the auto response ITC statement (GSTR 2A) and Form GSTR-1 from the corresponding suppliers revealed a
difference in the ITC made by the Company. Therefore, a show cause notice dated September 29, 2023, was issued by
Assistant Commissioner (ST)(FAC), Nolambur Assessment Circle under Section 73 of the Tamil Nadu GST Act,
2017. Further, the Company was given an opportunity of personal hearing before the Assistant Commissioner (ST),
Nandanam, Chennai on December 18, 2023, but no representative of the Company appeared for the hearing.
Subsequently, the Office of Commercial Tax Officer Tamil Nadu, vide Order dated December 28, 2023 (“Impugned
Order”), directed our Company to pay ₹26.99 million (including interest and penalty) on or before January 26, 2024.
The Company filed an Appeal dated March 13, 2024 (“Appeal”), before the Hon’ble Joint Commissioner (Appeals),
to set aside the Impugned Order on grounds that ITC has not been wrongly claimed but claimed under wrong heads
due to an accounting error, which has not in any manner resulted in any reduced payment of taxes. The Appeal is
currently pending.
319B. LITIGATION INVOLVING OUR SUBSIDIARIES
Criminal proceedings by our Subsidiaries
Nil
Criminal proceedings against our Subsidiaries
Nil
Other material proceedings by our Subsidiaries
Nil
Other material proceedings against our Subsidiaries
Nil
Actions by statutory or regulatory authorities against our Subsidiaries
Nil
Tax proceedings involving our Subsidiaries
Nature of case Number of cases Amount in dispute/demand (in ₹ million)
Direct tax Nil Nil
Indirect tax Nil Nil
Total Nil Nil
C. LITIGATION INVOLVING OUR DIRECTORS (Other than our Promoters)
Criminal proceedings by our Directors
Nil
Criminal proceedings against our Directors
Nil
Other material proceedings by our Directors
Nil
Other material proceedings against our Directors
Nil
Actions by statutory or regulatory authorities against our Directors
Nil
Tax proceedings involving our Directors
Nature of case Number of cases Amount in dispute/demand (in ₹ million)
Direct tax 1 0.78
Indirect tax Nil Nil
Total 1 0.78
*To the extent quantifiable.
D. LITIGATION INVOLVING OUR PROMOTERS
Criminal proceedings by our Promoters
1. Kay Kay Overseas Corporation has filed 7 cases under Section 138 of the Negotiable Instruments Act, 1881 in relation
to dishonour of cheques issued by, inter alia, its dealers, suppliers, stockists. The aggregate amount involved in these
matters is ₹ 41.29 million. These matters are pending before various forums at various stages of adjudication.
320Criminal proceedings against our Promoters
Nil
Other material proceedings by our Promoters
Nil
Other material proceedings against our Promoters
Nil
Actions by statutory or regulatory authorities against our Promoters
Nil
Disciplinary actions including penalties imposed by SEBI or a stock exchange in the last five Fiscals
Nil
Tax proceedings involving our Promoters
Nature of case Number of cases Amount in dispute/demand (in ₹ million)*
Direct tax 7 258.71
Indirect tax 4 151.67
Total 11 410.38
*To the extent quantifiable
Set forth hereunder is a description of the material tax matter involving our Promoters:
1. Kay Kay Overseas Corporation received a notice of demand under section 156 of the Income-tax Act, 1961, on March
20, 2025, from the Income Tax Department, Ministry of Finance, Government of India, demanding payment of ₹
255.31 million as tax payable for assessment year 2023-24. The matter is currently pending.
2. Kay Kay Overseas Corporation (“KKOC”) received a demand notice of ₹ 27.39 million for the financial year 2018-
2019 from the Office of the Assistant Commissioner of State Tax, Department of Goods and Services Tax, Government
of Maharashtra, due to discrepancies found during investigation. KKOC was directed to make the payment by July 24,
2024, with the option to appeal to the Deputy Commissioner of State Tax. The matter is currently pending.
3. Kay Kay Overseas Corporation received notice dated June 20, 2024, from the Assistant Commissioner of Commercial
Taxes, Commercial Taxes (Enforcement) Department, Government of Karnataka, under section 122(1) of the
Karnataka Goods and Services Tax Act, 2017, demanding payment of ₹ 106.01 million. The matter is currently
pending.
A. LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT (Other
than our Promoters)
Criminal proceedings by our Key Managerial Personnel and Senior Management
Nil
Criminal proceedings against our Key Managerial Personnel and Senior Management
Nil
Actions by statutory or regulatory authorities against our Key Managerial Personnel and Senior Management
Nil
B. LITIGATION INVOLVING OUR GROUP COMPANY WHICH MAY HAVE A MATERIAL IMPACT ON OUR
COMPANY
Litigation involving our Group Company
Nil
321C. OUTSTANDING DUES TO CREDITORS
In accordance with the Materiality Policy, a creditor has been considered ‘material’ if the amount due to such creditor
exceeds ₹ 13.35 million, being 5% of the consolidated trade payables of our Company as on March 31, 2025 (“Material
Creditor”) as per the Restated Consolidated Financial Information.
As of March 31, 2025, outstanding dues to micro, small and medium enterprises and other creditors, on a consolidated
basis, is as follows:
Sr. No. Type of creditor No. of creditors Amount involved
(in ₹ million)
1. Dues to micro, small and medium enterprises** 3 8.85
2. Dues to Material Creditors 1 32.76
3. Dues to other creditors 94 225.56
Total 98 267.17
Note: As certified by our Statutory Auditors, pursuant to their certificate dated July 17, 2025.
** As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended.
As on March 31, 2025, there are no Material Creditors to whom our Company has any outstanding overdues.
D. MATERIAL DEVELOPMENTS
Except as disclosed in “Management Discussion & Analysis of Financial Condition and Results of Operations – Significant
developments after March 31, 2025” on page 310, there have been no material developments, since the date of the last
financial statements disclosed in this Red Herring Prospectus, any circumstances, which materially and adversely affect,
or are likely to affect our trading or profitability of our Company or the value of our assets or our ability to pay our liabilities
within the next 12 months.
322GOVERNMENT AND OTHER APPROVALS
Our business requires various approvals, consents, licenses, registrations and permits issued by relevant governmental and
regulatory authorities of the respective jurisdictions under various rules and regulations. Set out below an indicative list of
approvals obtained by our Company and its Material Subsidiary which are considered material and necessary for the purpose
of undertaking their respective business activities and operations. Certain approvals, licenses, registrations and permits may
expire periodically in the ordinary course and applications for renewal of such expired approvals are submitted in accordance
with applicable requirements and procedures. All approvals obtained by our Company and Material Subsidiary are valid as
on the date of this Red Herring Prospectus. Except as disclosed herein, our Company and its Material Subsidiary has obtained
all material consents, licenses, registrations, permissions and approvals from the relevant governmental, statutory and
regulatory authorities, which are necessary for undertaking their respective business activities and operations. For further
details, see “History and Certain Corporate Matters” on page 203.
In addition, certain of our material approvals may expire in the ordinary course of business and our Company, as applicable,
will make applications to the appropriate authorities for renewal of such key approvals, as necessary.
We have also disclosed below (i) the material approvals for which fresh applications/renewal applications have been made by
our Company; and (ii) the material approvals for which fresh applications/renewal applications are yet to be made by our
Company. For details of risk associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors -
Non-compliance with and changes in any of the applicable laws, rules or regulations, including safety, health, environmental
and labour laws may have an adverse effect on our business, results of operations and financial condition and cash flows” on
page 48.
For details in connection with the regulatory and legal framework within which our Company operates, see “Key Regulations
and Policies in India” on page 198. For Offer related approvals, see “Other Regulatory and Statutory Disclosures – Authority
for the Offer” on page 327, and for incorporation details of our Company, see “History and Certain Corporate Matters – Brief
history of our Company” on page 203.
A. Material approvals in relation to our Company
I. Material labour/employment related approvals
1. Registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 issued
by the Employees’ Provident Fund Organisation.
2. Registration certificate under the Employees’ State Insurance Act, 1948, issued by the Sub-Regional
Office, Employees’ State Insurance Corporation.
3. Registration certificate under the Maharashtra Shop and Establishments (Regulation of Employment
and Conditions of Service) Act, 2017
II. Material tax related approvals
1. Permanent account number AADCG6133E issued by the Income Tax Department under the Income
Tax Act, 1961 (“IT Act”).
2. Tax Deduction Account Number MUMG16676C, issued by the Income Tax Department,
Government of India
3. Goods and services tax registration certificates issued by the State Governments for GST payment
in the states/union territories where our business operations are situated. The GST identification
number for Maharashtra, where our registered office is located is 27AADCG6133E1ZV.
4. Certificate of registration issued by the Maharashtra Sales Tax Department under the Maharashtra
State Tax on Professions, Trades, Callings and Employments Act, 1975.
III. Material approvals in relation to the business activities of our Company
1. Factory license and registration issued by the Government of Maharashtra, under the Factories Act,
1948.
2. Environment clearances issued by the Central Pollution Board, Ministry of Environment, Forests
and Climate Change
3233. Consent to establish issued by Maharashtra Pollution Control Board issued under the Water
(Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution)
Act, 1981.
4. Consent to operate issued by Maharashtra Pollution Control Board issued under the Water
(Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution)
Act, 1981.
5. Authorization under the Hazardous and other Wastes (Management and Transboundary Movement)
Rules, 2016 issued by Maharashtra Pollution Control Board.
6. Importer-Exporter Code from the Directorate General of Foreign Trade, Ministry of Commerce and
Industry, Government of India
IV. Material approvals or renewals applied for but not received
As on the date of this Red Herring Prospectus, there are no material approvals applied for, including renewal
applications, that have not been received by our Company:
V. Material approvals for which fresh applications/renewal applications are yet to be made
As on the date of this Red Herring Prospectus, there are no material approvals for which fresh applications/
renewal applications are yet to be made
B. Material approvals in relation to our Material Subsidiary
I. Material tax related approvals of our Material Subsidiary
1. Electronics Bazaar FZC has been issued a Certificate of Registration for Corporate Tax in the United
Arab Emirates, bearing registration number 100013581200001, by the Federal Tax Authority. This
certificate confirms that Electronics Bazaar FZC is a registered entity for Corporate Tax purposes
within the UAE.
2. Electronics Bazaar FZC has been issued a Certificate of Registration for Value Added Tax in the
United Arab Emirates, bearing registration number 100013581200003, by the Federal Tax Authority.
This certificate certifies that Electronics Bazaar FZC is a registered entity for Value Added Tax
purposes within the UAE.
II. Material approvals in relation to the business activities of our Material Subsidiary
1. Certificate of registration bearing no. 11168/reference no. pursuant to Emiri Decree No. 2 of 1995,
under the laws of UAE, granted by Government of Sharjah SAIF Zone, dated April 16, 2017.
III. Material approvals or renewals applied for but not received
Nil
IV. Material approvals for which fresh applications/renewal applications are yet to be made
Nil
C. Intellectual property related approvals
For details of the intellectual property held by us, see “Our Business –Intellectual Property” on page 196 and for risks
associated with our intellectual property, see “Risk Factors- Our inability to protect any of our intellectual property
rights including misappropriation, infringement or passing off of our intellectual property or failure to obtain our
trademarks may have an adverse impact on our business” on page 52.
324GROUP COMPANY
As per the SEBI ICDR Regulations, the term ‘group companies’, for the purpose of identification and disclosure in the Offer
Documents, shall include (i) such companies (other than our Subsidiaries) with which there were related party transactions, in
accordance with Ind AS 24, as disclosed in the Restated Consolidated Financial Statements
With respect to (ii) above, our Board in its meeting held on March 25, 2025 adopted the Materiality Policy, pursuant to which
all companies (other than the Subsidiaries, and the companies categorized under (i) above) shall be considered ‘material’ and
will be disclosed as a Group Company in the Offer Documents if such company is a member of the ‘Promoter Group’ of the
Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations; and the Company has entered into one or more
transactions with such company during the last completed Fiscal or relevant stub period, if applicable, for which Restated
Consolidated Financial Information are being included, which individually or cumulatively in value exceeds 10% of the total
consolidated revenue from operations of the Company for the last completed Fiscal or stub period, if applicable as per the
Restated Consolidated Financial Information.
Based on the above, our board has identified Electronics Bazar Inc. (USA) as our Group Company:
In terms of the SEBI ICDR Regulations, the following information based on the unaudited financial statements for the last three
financial years applicable to our Group Company shall be hosted on the website of our Company:
• reserves (excluding revaluation reserve);
• sales;
• profit after tax;
• earnings per share;
• diluted earnings per share; and
• net asset value. (“Certain Financial Information”)
Our Company is providing link to the website solely to comply with the requirements specified under the SEBI ICDR
Regulations. Such financial information of the Group Company and other information provided on such website does not
constitute a part of this Red Herring Prospectus. In accordance with the SEBI ICDR Regulations, details of Group Company
are set out below.
Details of the Group Company
1. Electronics Bazar Inc. (USA)
Registered office
The registered office of Electronics Bazar Inc. (USA) is situated at 151 Regal Row, Suite 201, Dallas, TX 75247.
Financial information
Certain Financial Information derived from the unaudited financial statements of Electronics Bazar Inc. (USA) for the last three
financial years applicable to it are available at https://www.electronicsbazaar.com/investor.
Litigation
Our Group Company are not party to any litigation which may have material impact on our Company.
Common Pursuits
Our Group Company is engaged in the similar line of business as that of our Company and our Subsidiaries, thereby resulting
in certain common pursuits amongst our Group Company, our Company and our Subsidiaries. However, there is no conflict of
interest amongst our Group Company, our Company and our Subsidiaries. Our Company and our Subsidiaries have adopted
the necessary procedures and practices as permitted by law to address instances of conflict.
Related business transactions with our Group Company and significance on the financial performance of our Company
Other than disclosed in “Summary of the Offer Document – Summary of Related Party Transactions” and the “Restated
Consolidated Financial Information – Note 38 Related party disclosure in respect of Ind AS 24” on pages 22 and 275, there are
325no other related business transactions between our Group Company and our Company which are significant to the financial
performance of our Company.
Nature and extent of interest of our Group Company
a) Business Interests
Except in the ordinary course of business and as disclosed in “Summary of the Offer Document – Summary of Related
Party Transactions” and the “Restated Consolidated Financial Information – Note 38 Related party disclosure in
respect of Ind AS 24” on pages 22 and 275, our Group Company has no business interests in our Company.
b) In the promotion of our Company
Our Group Company does not have any interest in the promotion of our Company.
c) In the properties acquired by us in the three years preceding this Red Herring Prospectus or proposed to be acquired
by our Company
Our Group Company is not interested, directly or indirectly, in the properties acquired by our Company in the three
years preceding the date of this Red Herring Prospectus or proposed to be acquired by our Company.
d) In transactions for acquisition of land, construction of building and supply of machinery
Our Group Company is not interested, directly or indirectly, in any transactions for acquisition of land, construction
of building, supply of machinery, with our Company.
Other confirmations
The equity shares of our Group Company are not listed on any stock exchange. Our Group Company has not made any public
/ rights / composite issue in the last three years.
326OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Offer has been authorised pursuant to the resolution passed by our Board dated December 4, 2024 and the Fresh Issue has
been authorized by a special resolution of our Shareholders dated December 5, 2024. Further, our Board has taken on record
the consent and authorisation of the Selling Shareholders to participate in the Offer for Sale pursuant to a resolution dated
March 25, 2025.
The Selling Shareholders have confirmed and approved their participation in the Offer for Sale in relation to the Offered Shares.
For further details, see “The Offer” on page 65.
The Draft Red Herring Prospectus has been approved by our Board, pursuant to a resolution dated March 25, 2025 for filing
with SEBI and the Stock Exchanges.
This Red Herring Prospectus has been approved by our Board, pursuant to a resolution dated July 17, 2025 for filing with the
RoC.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their
letters, each dated May 7, 2025.
Prohibition by SEBI, the RBI or other Governmental Authorities
Our Company, our Subsidiaries, our Directors, our Promoters (the persons in control of our Company and the persons in control
of our Corporate Promoter and our Promoter Trust) and the members of the Promoter Group are not prohibited from accessing
the capital markets and have not been debarred from buying, selling or dealing in securities under any order or direction passed
by SEBI or any securities market regulator in any jurisdiction or any other authority/court.
Each of the Selling Shareholders severally and not jointly confirm, that it is not prohibited from accessing the capital market or
debarred from buying, selling, or dealing in securities under any order or direction passed by the SEBI or any securities market
regulator in any other jurisdiction or any other authority/court.
None of the companies with which our Promoter and Directors are associated with as promoters, directors or persons in control
have been debarred from accessing capital markets under any order or direction passed by SEBI or any other authorities.
None of our Company, Promoters or Directors have been declared as Wilful Defaulters or Fraudulent Borrowers.
None of our Promoters or Directors have been declared as Fugitive Economic Offenders.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
Each of our Company, our Promoters, the members of the Promoter Group and each of the Selling Shareholders severally and
not jointly, confirms that, as on the date of this Red Herring Prospectus, it is in compliance with the Companies (Significant
Beneficial Owners) Rules, 2018, as amended, to the extent applicable to them.
Directors associated with the securities market
None of our Directors are, in any manner, associated with the securities market. Further, there are no outstanding action(s)
initiated by SEBI against the Directors of our Company in the five years preceding the date of this Red Herring Prospectus.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is in compliance
with the conditions specified therein in the following manner:
• Our Company has net tangible assets of at least ₹30.00 million, calculated on a restated and consolidated basis, in each
of the preceding three full years (of 12 months each), i.e., as at and for the Financial Years 2025, 2024 and 2023, of
which not more than 50% of the net tangible assets are held as monetary assets;
• Our Company has an average operating profit of at least ₹150.00 million, calculated on a restated and consolidated
basis, during the preceding three years (of 12 months each), i.e., as at and for the Financial Years 2025, 2024 and 2023,
with operating profit in each of these preceding three years;
327• Our Company has a net worth of at least ₹10.00 million in each of the preceding three full years (of 12 months each),
i.e., as at and for the Financial Years 2025, 2024 and 2023, calculated on a restated and consolidated basis; and
• Our Company has not changed its name in the last one year immediately preceding the date of filing of this Red
Herring Prospectus
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets, operating profits
and net worth, derived from the Restated Consolidated Financial Information included in this Red Herring Prospectus as at, and
for the last three Fiscals are set forth below:
(in ₹ million, unless otherwise stated)
Description As at March 31
2025 2024 2023
Restated net tangible assets(1) (₹ in million) 2,264.55 1,631.41 1,115.95
Restated monetary assets(2) (₹ in million) 607.81 749.17 274.30
% of restated monetary assets to restated net tangible assets 26.84% 45.92% 24.58%
Restated operating profit(3) 1074.37 755.91 440.16
Average operating profit(4) 756.81
Restated net-worth(5) 2,264.55 1,631.41 1,115.95
Notes:
(1) “Restated Net tangible assets” means the sum of all net assets of the Company as per the Restated Consolidated Financial Information excluding
Intangible Assets (as per IND AS -26 or IND AS- 38), as defined under the Indian Accounting Standards prescribed under Section 133 of the Companies
Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015) excluding non controlling interest.
(2) “Restated Monetary Assets” means cash in hand, balance with bank in current and deposit account (including bank deposits not considered as cash and
cash equivalent and Investment in mutual fund).
(3) “Restated Operating Profit” means the profit before finance costs, other income and tax expenses.
(4) “Average Operating Profit” means simple average of Restated Operating Profit for the last three financials years.
(5) “Restated Net worth” means the aggregate value of the paid up share capital of the Company and all reserves created out of profits and securities
premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, miscellaneous
expenditure not written off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets, capital reserve, write-
back of depreciation as at period /year end, as per restated financial statement of assets and liabilities of the Company excluding non-controlling interest.
Our Company has operating profits in each of the Fiscals 2025, 2024 and 2023 in terms of our Restated Financial Information,
as indicated in the table above.
Each of the Selling Shareholders has severally and not jointly confirmed its compliance with Regulation 8 of the SEBI ICDR
Regulations and approved its participation in the Offer for Sale in relation to its portion of the Offered Shares for a period of at
least one year prior to the date of filing of the Draft Red Herring Prospectus.
Further, our Company confirms that it eligible to make the Offer in terms of Regulation 5 of the SEBI ICDR Regulations, fulfils
requirements set out in Regulation 7(1) of the SEBI ICDR Regulations and will ensure compliance with the conditions specified
in Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable.
The details of our compliance with Regulation 5 and Regulation 7(1) of the SEBI ICDR Regulations are as follows:
(a) none of our Company, our Promoters, members of our Promoter Group, our Directors or the Selling Shareholders are
debarred from accessing the capital markets by SEBI.
(b) none of our Promoters or Directors are promoters or directors of companies which are debarred from accessing the
capital markets by SEBI.
(c) none of our Company, our Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower.
(d) neither our Promoters nor any of our Directors are a fugitive economic offender (in accordance with Section 12 of the
Fugitive Economic Offenders Act, 2018).
(e) There are no outstanding convertible securities of our Company or any other right which would entitle any person with
any option to receive Equity Shares of our Company as on the date of filing of this Red Herring Prospectus.
(f) our Company along with Registrar to the Offer has entered into tripartite agreements with NSDL and CDSL, dated
October 15, 2024 and October 14, 2024, respectively, for dematerialization of the Equity Shares.
(g) the Equity Shares of our Company held by the Promoters are in the dematerialised form.
(h) all the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares outstanding as on the date of filing
of this Red Herring Prospectus.
328Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of
Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will be refunded forthwith.
In case of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, and our
Company shall be liable to pay interest on the application money in accordance with applicable laws.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS
TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED
OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE
OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED
HERRING PROSPECTUS. THE BRLMs, BEING MOTILAL OSWAL INVESTMENT ADVISORS LIMITED, IIFL
CAPITAL SERVICE LIMITED (FORMERLY KNOWN AS IIFL SECURITIES LIMITED) LIMITED AND JM
FINANCIAL LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS AND THE SELLING SHAREHOLDERS ARE
RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY THEM
IN THE DRAFT RED HERRING PROSPECTUS IN RELATION TO THEMSELVES FOR THE RESPECTIVE
PORTION OF THE EQUITY SHARES BEING OFFERED BY THEM IN THE OFFER FOR SALE, THE BRLMs
ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND EACH OF THE
COMPANY AND EACH OF THE SELLING SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMs HAVE FURNISHED TO SEBI,
A DUE DILIGENCE CERTIFICATE DATED MARCH 25, 2025 IN THE FORMAT PRESCRIBED UNDER
SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.
THE FILING OF THE DRAFT RED HERRING PROSPECTUS AND THIS RED HERRING PROSPECTUS DOES
NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013
OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT
ANY POINT OF TIME, WITH THE BRLMs, ANY IRREGULARITIES OR LAPSES IN THIS RED HERRING
PROSPECTUS.
All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of this Red Herring
Prospectus and the Prospectus, as applicable, with the RoC in terms of the Companies Act.
Disclaimers from our Company, our Directors, the Selling Shareholders and the BRLMs
Our Company, the Directors, the Selling Shareholders and the BRLMs accept no responsibility for statements made otherwise
than in this Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance and
anyone placing reliance on any other source of information, or the respective websites of our Subsidiaries or of any of the Group
Company or of any of the Selling Shareholders, would be doing so at his or her own risk.
Each of the Selling Shareholders, severally and not jointly, is providing information in this Red Herring Prospectus only in
relation to itself as a selling shareholder and its respective portion of the Offered Shares, and each of the Selling Shareholders,
including its directors, partners, affiliates, associates and officers, accepts and/or undertakes no responsibility for any statements
made or undertakings provided, including without limitation, any statement made by or in relation to our Company or its
business, other than those specifically undertaken or confirmed by it as a selling shareholder, in relation to itself and its portion
of the Offered Shares in this Red Herring Prospectus.
The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and as will be provided in
the Underwriting Agreement.
All information shall be made available by our Company, the Selling Shareholders (to the extent the information pertains to
such Selling Shareholder and its portion of Offered Shares) and the BRLMs to the public and investors at large and no selective
or additional information would be available for a section of the investors in any manner whatsoever, including at road show
presentations, in research or sales reports, at Bidding Centres or elsewhere.
329Neither our Company nor the Selling Shareholders or any member of the Syndicate is liable for any failure in uploading the
Bids due to faults in any software/ hardware system or otherwise; the blocking of Bid Amount in the ASBA Account on receipt
of instructions from the Sponsor Bank(s) on account of any errors, omissions or non-compliance by various parties involved
in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholders,
Underwriters and their respective directors, partners, designated partners, officers, agents, affiliates, and representatives that
they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not
issue, sell, pledge, or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares. Our Company, the Selling Shareholders, Underwriters and their
respective directors, partners, designated partners, officers, agents, affiliates, employees and representatives accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares.
The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions
with, and perform services for, our Company, each of the Selling Shareholders and their respective group company, affiliates
or associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial
banking and investment banking transactions with our Company, the Selling Shareholders and their respective group company,
affiliates or associates or third parties, for which they have received, and may in the future receive, compensation.
Disclaimer in respect of jurisdiction
Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai, Maharashtra only.
This Offer is being made in India to persons resident in India who are competent to contract under the Indian Contract Act,
1872, as amended, including Indian nationals resident in India, HUFs, companies, other corporate bodies and societies
registered under applicable laws in India and authorised to invest in equity shares, domestic Mutual Funds registered with SEBI,
Indian financial institutions, commercial banks, regional rural banks, cooperative banks (subject to permission from RBI) or
systemically important NBFCs or trusts under applicable trust law and who are authorised under their respective constitutions
to hold and invest in equity shares, public financial institutions as specified in Section 2(72) of the Companies Act, 2013,
multilateral and bilateral development financial institutions, state industrial development corporations, insurance companies
registered with IRDAI, provident funds (subject to applicable law) and pension funds with minimum corpus of ₹250 million
registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the
Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund, insurance funds set up and
managed by army, navy or air force of Union of India, insurance funds set up and managed by the Department of Posts, GoI,
and permitted Non-Residents including FPIs and Eligible NRIs, QIBs, AIFs, FVCIs and other eligible foreign investors, if any,
provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares.
This Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity Shares offered
hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person
into whose possession this Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any
such restrictions. The Draft Red Herring Prospectus did not constitute an invitation to subscribe to or purchase the Equity Shares
offered in the Offer in any jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares offered in the
Offer will be made only pursuant to this Red Herring Prospectus if the recipient is in India or the preliminary offering
memorandum for the Offer, which comprises this Red Herring Prospectus and the preliminary international wrap for the Offer,
if the recipient is outside India.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that
purpose, except that the Draft Red Herring Prospectus has been filed with the SEBI for its observations and this Red Herring
Prospectus has been filed with RoC, SEBI and Stock Exchanges. Accordingly, the Equity Shares represented hereby may not
be offered or sold, directly or indirectly, and this Red Herring Prospectus may not be distributed, in any jurisdiction, except in
accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Red Herring Prospectus nor
the offer of the Offered Shares shall, under any circumstances, create any implication that there has been no change in the affairs
of our Company or the Selling Shareholders since the date of this Red Herring Prospectus or that the information contained
herein is correct as of any time subsequent to this date.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of Equity
Shares that can be held by them under applicable law.
No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary offering
memorandum for the Offer, which contains the selling restrictions for the Offer outside India.
330Eligibility and Transfer Restrictions
No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary offering
memorandum for the Offer, which contains the selling restrictions for the Offer outside India.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
state securities laws in the United States, and unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside
the United States in ‘offshore transactions’ as defined in and in reliance on Regulation S under the U.S. Securities Act
and the applicable laws of the jurisdictions where such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of
Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in the
Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein, including
any offshore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar
security, other than in accordance with applicable laws.
Disclaimer clause of BSE Limited
As required, a copy of the Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as intimated by BSE
to our Company, post scrutiny of the Draft Red Herring Prospectus, vide its in-principle approval letter dated May 7, 2025.
“BSE Limited (“ the Exchange”) has given, vide its letter dated May 7, 2025, permission to this Company to use the Exchange’s
name in this offer document as one of the stock exchanges on which this company’s securities are proposed to be listed. The
Exchange has scrutinized this offer document for its limited internal purpose for deciding on the matter of granting the aforesaid
permission to this Company. The Exchange does not in any manner –
a. warrant, endorse or certify the correctness or completeness of any of the contents of this offer document; or
b. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
c. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme
or project of this Company;
and it should not, for any reason be deemed or construed that this offer document has been cleared or approved by the
Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to
independent enquiry, investigation and analysis and shall not have any claim against the exchange whatsoever by reason of
any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by
reason of anything stated or omitted to be stated herein or for any other reason whatsoever.”
Disclaimer clause of National Stock Exchange of India Limited
As required, a copy of the Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as intimated by
NSE to our Company, post scrutiny of the Draft Red Herring Prospectus vide its in-principle approval letter dated May 7, 2025
is as follows:
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (“NSE”). NSE
has given vide its letter bearing reference number NSE/LIST5326 dated May 7, 2025, permission to the Issuer to use the
Exchanges name in this Offer Document as one of the Stock Exchanges on which the Issuers securities are proposed to be
listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE
should not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in
any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does
it warrant that this Issuers securities will be listed or continue to be listed on the Exchange; nor does it take any responsibility
for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
enquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
331may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of
anything stated or omitted to be stated herein or for any other reason whatsoever.”
Listing
The Equity Shares issued through this Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and NSE.
Applications will be made to the Stock Exchanges for obtaining permission to deal in and for an official quotation of the Equity
Shares being offered and transferred in the Offer and NSE will be the Designated Stock Exchange, with which the Basis of
Allotment will be finalised for the Offer.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working
Days from the Bid/Offer Closing Date or such period as may be prescribed by SEBI.
The Company shall refund the money raised in the Offer, together with any interest on such money as required under applicable
laws, to the Bidders if required to do so for any reason under applicable laws, including due to failure to obtain listing or trading
approval or pursuant to any direction or order of SEBI or any other governmental authority. Each Selling Shareholder shall be,
severally and not jointly, liable to refund money raised in the Offer, only to the extent of its Offered Shares, together with any
interest on such amount as per applicable laws. Provided that the Selling Shareholders shall not be liable or responsible to pay
such interest unless such delay is solely and directly attributable to an act or omission of such Selling Shareholder.
Each of the Selling Shareholders, severally and not jointly, undertake to provide such reasonable support, information and
documentation in relation to itself and extend reasonable cooperation as may be required by our Company, as required under
Applicable Law in relation to their respective Offered Shares, to facilitate the process of listing the Equity Shares on the Stock
Exchanges. All refunds made, interest borne, and expenses incurred (with regard to payment of refunds) by our Company, on
behalf of any of the Selling Shareholders, will be adjusted or reimbursed by the Selling Shareholders to our Company, as agreed
among our Company and the Selling Shareholders in writing, in accordance with the Offer Agreement and Applicable Law.
Consents
Consents in writing of (a) each of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer,
legal counsel to our Company, the BRLMs, the Registrar to the Offer, lenders to our Company (wherever applicable), 1Lattice,
Chartered Engineer, Independent Chartered Account in their respective capacities have been obtained; and consents in writing
of (b) the Syndicate Members, Monitoring Agency, Sponsor Bank(s), Escrow Collection Bank(s), Public Offer Account Bank(s)
and Refund Bank(s) to act in their respective capacities, have been obtained and filed along with a copy of this Red Herring
Prospectus with the RoC as required under the Companies Act and such consents obtained under (a) have not be withdrawn as
on the date of this Red Herring Prospectus.
Experts
Except as stated below, our Company has not obtained any expert opinions in connection with this Red Herring Prospectus:
Our Company has received the written consent dated July 17, 2025 from our Statutory Auditors, M/s. Shankarlal Jain &
Associates LLP, to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Red Herring Prospectus and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to
the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report dated July 6, 2025 on
the Restated Consolidated Financial Information; and (ii) the report dated July 7, 2025 on the statement of special tax benefits
available to our Company, its shareholders and the Material Subsidiary under the direct and indirect tax laws in India and in
United Arab Emirates (in case of the Material Subsidiary), included in this Red Herring Prospectus and such consent has not
been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” and “consent” does not represent an
“expert” or “consent” within the meaning under the U.S. Securities Act. Our Company has received a written consent dated
March 24, 2025 from the Practising Company Secretary, namely, M/s Nishant Bajaj & Associates, Company Secretaries, having
the membership number F12990, to include their name as required under Section 26(5) of the Companies Act, 2013 read with
SEBI ICDR Regulations in this Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act,
2013, in respect of certificates issued by them in their capacity as the independent practising company secretary to our Company,
and such consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not
be construed to mean an “expert” as defined under the U.S. Securities Act.
Capital issue during the previous three years by our Company
Other than as disclosed in the section titled “Capital Structure” on page 80, our Company has not made any capital issuances
in the three years preceding the date of this Red Herring Prospectus.
332Capital issue during the previous three years by our listed Group Companies/Subsidiaries/associates
As on date of this Red Herring Prospectus, none of our Subsidiaries our Group Company are listed on any stock exchange.
Particulars regarding public or rights issues during the last five years
Our Company has not made any rights issues or public issues (as defined under the SEBI ICDR Regulations) in the five years
preceding the date of this Red Herring Prospectus.
Performance vis-à-vis Objects - Public/ rights issue of our Company
Our Company has not undertaken any public issues or rights issue in the five years preceding the date of this Red Herring
Prospectus.
Performance vis-à-vis Objects – Last public/rights issue of our listed Subsidiaries/Promoters
As on date of this Red Herring Prospectus, none of our Subsidiaries nor our Corporate Promoter is listed.
Stock Market Data of the Equity Shares
This being the initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange as on the date of this Red Herring Prospectus, and accordingly, no stock market data is available for the Equity Shares.
Commission, brokerage and selling commission paid on previous issues of the Equity Shares
Since this is the initial public offering of Equity Shares, no sum has been paid or is payable as commission or brokerage for
subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the five years preceding the date
of this Red Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by Securities Exchange Board of India
Our Company has not applied for or received any exemption from the SEBI from complying with any provisions of securities
laws, as on the date of this Red Herring Prospectus.
333Price information of past issues handled by the BRLMs
A. Motilal Oswal Investment Advisors Limited
1. Price information of past issues (during current financial year and two financial years preceding the current financial year) overseen by Motilal Oswal Investment Advisors Limited:
Sr. Issue name Designated Issue Size Issue Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. Stock (₹ million) price Date price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
Exchange (₹) Listing Date closing benchmark] - closing benchmark] - closing benchmark] -
(in ₹) 30th calendar days from 90th calendar days from 180th calendar days from
listing listing listing
1. HDB Financial Services Limited NSE 125,000.00 740.00 July 02, 2025 835.00 Not applicable Not applicable Not applicable
2. Sambhv Steel Tubes Limited NSE 5400.00 82.00 July 02, 2025 110.00 Not applicable Not applicable Not applicable
3. Ellenbarrie Industrial Gases Limited NSE 8,525.25 400.00 July 01, 2025 486.00 Not applicable Not applicable Not applicable
4. Schloss Bangalore Limited NSE 35,000.00 435.00 June 02, 2025 406.00 -6.86% [3.34%] Not applicable Not applicable
5. Dr. Agarwals Health Care Limited BSE 30,272.60 402.00 February 04, 2025 396.90 +3.82% [-6.18%] -12.44% [+2.44%] Not applicable
6. Laxmi Dental Limited BSE 6980.60 428.00 January 20, 2025 528.00 +0.37% [-1.17%] -4.98% [+1.92%] Not applicable
7. Standard Glass Lining Technology NSE 4,100.51 140.00 January 13, 2025 172.00 +14.49% [-0.06%] -2.76%, [-1.11%] +29.06% [8.94%]
Limited
8. Concord Enviro Systems Limited BSE 5,003.26 701.00 December 27, 2024 832.00 -8.00% [-3.03%] -28.01% [-1.37%] -18.59% [5.17%]
9. Niva Bupa Health Insurance Company NSE 22,000.00 74.00 November 14, 2024 78.14 +12.97%, [+5.25%] +8.09% [-1.96%] 14.96% [5.92%]
Limited
10. Acme Solar Holdings Limited (5) NSE 29,000.00 289.00 November 13, 2024 251.00 +8.21% [4.20%] -25.62% [-0.75%] -26.51% [1.91%]
Source: www.nseindia.com and www.bseindia.com
Notes:
1. The S&P CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index, depending upon the designated stock exchange.
2. Price is taken from NSE or BSE, depending upon Designated Stock Exchange for the above calculations.
3. The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days is a trading holiday, the previous trading day is considered for the computation. We have taken the
issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing day to calculate the % change in closing price of the
benchmark as on 30th, 90th and 180th day.
4. Not applicable – Period not completed.
5. A discount of Rs. 27 per Equity Share was offered to eligible employees bidding in the employee reservation portion.
2. Summary statement of price information of past issues handled by Motilal Oswal Investment Advisors Limited:
Financial Total Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium on Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as on
Year no. of raised as on 30th calendar days from listing as on 30th calendar days from listing on 180th calendar days from listing 180th calendar days from listing date
IPOs (₹ Millions) date date date
Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25%
2025-2026 4 1,73,925.25 - - 1 - - - - - - - - -
2024-2025 7 1,08,356.97 - - 1 1 - 5 - - - - 1 3
2023-2024 7 62,704.34 - - 2 - 1 4 - - 2 - 2 4
The information for each of the financial years is based on issues listed during such financial year.
Notes: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.
Data for number of IPOs trading at premium/discount taken at closing price on NSE or BSE on the respective date, depending upon the Designated Stock Exchange.
334B. IIFL Capital Services Limited (formerly known as IIFL Securities Limited)
1. Price information of past issues (during current financial year and two financial years preceding the current financial year) overseen by IIFL Capital Services Limited (formerly
known as IIFL Securities Limited)
Sr. Issue name Issue Size Issue Designated Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) price Stock Date price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
(₹) Exchange as Listing Date closing benchmark] - closing benchmark] - closing benchmark] -
disclosed in (in ₹) 30th calendar days 90th calendar days 180th calendar days
the red herring from listing from listing from listing
prospectus
filed
1. Ventive Hospitality Limited 16,000.00 643.00(1) NSE December 30, 2024 716.00 +5.51%, [-2.91%] +10.80%, [-0.53%] +7.10%, [+8.43%]
2. Standard Glass Lining Technology 4,100.51 140.00 NSE January 13, 2025 172.00 +14.49%, [-0.06%] -2.76%, [-1.11%] +29.06%, [+8.94%]
Limited
3. Hexaware Technologies Limited 87,500 708.00(2) NSE February 19, 2025 745.50 +3.45%, [+1.12%] +5.16%, [+8.78%] N.A.
4. Aegis Vopak Terminals Limited 28,000.00 235.00 BSE June 2, 2025 220.00 +3.74%, [+2.86%] N.A. N.A.
5. Schloss Bangalore Limited 35,000.00 435.00 NSE June 2, 2025 406.00 -6.86%, [+3.34%] N.A. N.A.
6. Oswal Pumps Limited 13,873.40 614.00 NSE June 20, 2025 634.00 N.A. N.A. N.A.
7. Arisinfra Solutions Limited 4,995.96 222.00 NSE June 25, 2025 205.00 N.A. N.A. N.A.
8. Ellenbarrie Industrial Gases Limited 8,525.25 400.00 NSE July 1, 2025 486.00 N.A. N.A. N.A.
9. HDB Financial Services Limited 1,25,000.00 740.00 NSE July 2, 2025 835.00 N.A. N.A. N.A.
10. Smartworks Coworking Spaces 5,825.55 407.00(3) NSE July 17, 2025 435.00 N.A. N.A. N.A.
Limited
Source: www.nseindia.com and www.bseindia.com
Notes:
1. A discount of Rs. 30 per equity share was offered to eligible employees bidding in the employee reservation portion.
2. A discount of Rs. 67 per equity share was offered to eligible employees bidding in the employee reservation portion.
3. A discount of Rs. 37 per equity share was offered to eligible employees bidding in the employee reservation portion.
* Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered for all of the above calculations. The
30th, 90th and 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th /90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day
has been considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The above past price information is only restricted to past 10 initial public offers.
2. Summary statement of price information of past issues handled by IIFL Capital Services Limited (formerly known as IIFL Securities Limited):
Financial Total Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium on Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as on
Year no. of raised as on 30th calendar days from listing as on 30th calendar days from listing on 180th calendar days from listing 180th calendar days from listing date
IPOs (₹ Millions) date date date
Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25%
2023-24 15 1,54,777.80 - - 4 3 4 4 - - 1 5 4 5
2024-25 16 4,81,737.17 - - 1 6 4 5 - 2 - 6 4 3
2025-26 7 2,21,220.16 - - 1 - - 1 - - - - - -
Source: www.nseindia.com; www.bseindia.com, as applicable
335Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective date. In case any of
the days falls on a non-trading day, the closing price on the previous trading day has been considered.
NA means Not Applicable.
C. JM Financial Limited
1. Price information of past issues (during current financial year and two financial years preceding the current financial year) overseen by JM Financial Limited:
Sr. Issue name Issue Size Issue Listing Opening price +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) price Date on Listing price, [+/- % change in price, [+/- % change in price, [+/- % change in
(₹) Date closing benchmark] - 30th closing benchmark] - 90th closing benchmark] - 180th
(in ₹) calendar days from listing calendar days from listing calendar days from listing
1. Smartworks Coworking Spaces 5,825.55 407.00 July 17, 2025 435.00 Not Applicable Not Applicable Not Applicable
Limited*11
2. HDB Financial Services Limited* 1,25,000.00 740.00 July 2, 2025 835.00 Not Applicable Not Applicable Not Applicable
3. Kalpataru Limited*8 15,900.00 414.00 July 1, 2025 414.00 Not Applicable Not Applicable Not Applicable
4. Ellenbarrie Industrial Gases Limited* 8,525.25 400.00 July 1, 2025 486.00 Not Applicable Not Applicable Not Applicable
5. Arisinfra Solutions Limited* 4,995.96 222.00 June 25, 2025 205.00 Not Applicable Not Applicable Not Applicable
6. Oswal Pumps Limited* 13,873.40 614.00 June 20, 2025 634.00 Not Applicable Not Applicable Not Applicable
7. Schloss Bangalore Limited* 35,000.00 435.00 June 2, 2025 406.00 -6.86% [3.34%] Not Applicable Not Applicable
8. Ather Energy Limited*7 29,808.00 321.00 May 6, 2025 328.00 -4.30% [0.99%] Not Applicable Not Applicable
9. Ajax Engineering Limited*10 12,688.84 629.00 February 17, 2025 576.00 -2.86% [-0.55%] 6.78% [8.97%] Not Applicable
10. Ventive Hospitality Limited*9 16,000.00 643.00 December 30, 2024 716.00 5.51% [-2.91%] 10.80%[-0.53%] 7.10% [8.43%]
Source: www.nseindia.com and www.bseindia.com
# BSE as Designated Stock Exchange
* NSE as Designated Stock Exchange
Notes:
1. Opening price information as disclosed on the website of the Designated Stock Exchange.
2. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange.
3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer
at the time of the issue, as applicable.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a listing date plus 179 calendar days.
6. Restricted to last 10 issues.
7. A discount of Rs. 30 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
8. A discount of Rs. 38 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
9. A discount of Rs. 30 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
10. A discount of Rs. 59 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
11. A discount of Rs. 37 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
2. Summary statement of price information of past issues handled by JM Financial Limited:
336Financial Total Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium on Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as on
Year no. of raised as on 30th calendar days from listing as on 30th calendar days from listing on 180th calendar days from listing 180th calendar days from listing date
IPOs (₹ Millions) date date date
Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25%
2025-2026 8 2,38,928.16 - - 2 - - - - - - - - -
2024-2025 13 2,55,434.10 - - 5 5 2 1 1 3 1 4 1 2
2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7
337Track record of the Book Running Lead Managers
For details regarding the track record of the BRLMs, as specified in circular bearing reference CIR/MIRSD/1/2012 dated
January 10, 2012 issued by SEBI, please see the websites of the BRLMs, as set forth in the table below:
Name Website
Motilal Oswal Investment Advisors Limited www.motilaloswalgroup.com
IIFL Capital Services Limited (formerly known as IIFL www.iiflcap.com
Securities Limited)
JM Financial Limited www.jmfl.com
For further details in relation to the BRLMs, please see “General Information – Book Running Lead Managers” on page 72.
Mechanism for redressal of investor grievances
The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least eight years
from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges or any such period as
prescribed under the applicable laws, to enable the investors to approach the Registrar to the Offer for redressal of their
grievances. The Registrar to the Offer shall obtain the required information from SCSBs for addressing any clarifications or
grievances of ASBA Bidders.
Bidders can contact the Company Secretary and the Compliance Officer and/or the Registrar to the Offer in case of any pre-
Offer or post-Offer related problems such as non-receipt of letters of Allotment, non- credit of Allotted Equity Shares in the
respective beneficiary account, non-receipt of refund orders or non- receipt of funds by electronic mode. For all Offer related
queries and for redressal of complaints, Bidders may also write to the BRLMs, in the manner provided below. Our Company,
the Selling Shareholders, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions, commission
or any acts of SCSBs including any defaults in complying with its obligations under the applicable provisions of the SEBI
ICDR Regulations.
All Offer related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary, with whom the Bid cum Application Form was submitted giving full details such as name
of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, address of the Bidder, number
of the Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or
the UPI ID (for UPI Bidders), date of Bid cum Application Form and the name and address of the relevant Designated
Intermediary where the Bid was submitted. Further, the Bidder shall also enclose the Acknowledgment Slip or the application
number from the Designated Intermediary in addition to the documents or information mentioned hereinabove.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such
as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of
the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form and the name and address of the BRLMs where the Anchor Investor
Application Form was submitted by the Anchor Investor.
Pursuant to the SEBI ICDR Master Circular and the circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021 (“March 2021 Circular”), (to the extent not rescinded by the SEBI ICDR Master Circular in relation
to the SEBI ICDR Regulations) SEBI has identified the need to put in place measures, in order to manage and handle investor
issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds
due to systemic issues faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial
allotment/non allotment within prescribed timelines and procedures.
In terms of SEBI ICDR Master Circular and subsequent circulars issued by the SEBI, as may be applicable, any ASBA Bidder
whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek
redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are
required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate
of 15% per annum for any delay beyond this period of 15 days. Further, in terms of SEBI ICDR Master Circular read with
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR
Master Circular in relation to the SEBI ICDR Regulations), the payment of processing fees to the SCSBs shall be undertaken
pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking of
application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation
relating to investor complaints has been paid by the SCSB.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the Bid/Offer Closing
Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding two Working
338Days from the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs, in
their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
Separately, pursuant to March 2021 Circular (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the
SEBI ICDR Regulations), the following compensation mechanism shall be applicable for investor grievances in relation to Bids
made through the UPI Mechanism, for public issues opening on or after May 1, 2021, for which the relevant SCSBs shall be
liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled / ₹100 per day or 15% per annum of the Bid From the date on which the request for cancellation /
withdrawn / deleted applications Amount, whichever is higher withdrawal / deletion is placed on the bidding
platform of the Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for the 1. Instantly revoke the blocked funds From the date on which multiple amounts were
same Bid made through the UPI other than the original application blocked till the date of actual unblock
Mechanism amount; and
2. ₹100 per day or 15% per annum of the
total cumulative blocked amount except
the original Bid Amount, whichever is
higher
Blocking more amount than the Bid 1. Instantly revoke the difference amount, From the date on which the funds to the excess of the
Amount i.e., the blocked amount less the Bid Bid Amount were blocked till the date of actual
Amount; and unblock
2. ₹100 per day or 15% per annum of the
difference amount, whichever is higher
Delayed unblock for non – Allotted/ ₹100 per day or 15% per annum of the Bid From the Working Day subsequent to the finalisation
partially Allotted applications Amount, whichever is higher of the Basis of Allotment till the date of actual
unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint from
the investor, for each day delayed, the BRLMs shall be liable to compensate the investor ₹100 per day or 15% per annum of
the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the day on which the
investor grievance is received till the date of actual unblock.
All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a copy to
the Registrar to the Offer. Further, for grievance redressal contact details of the BRLMs pursuant to the March 2021 Circular,
see “Offer Procedure– General Instructions” on page 363.
Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in case of any
pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity
Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode,
etc. For all Offer related queries and for redressal of complaints, Bidders may also write to the BRLMs, in the manner
provided below.
All grievances in relation to the Bidding process may be addressed to the Registrar to the Offer with a copy to the relevant
Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full details such as
name of the sole or First Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, UPI ID, PAN, date of the
submission of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for and the name and
address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder.
All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a copy to
the Registrar to the Offer. Further, Bidders shall also enclose a copy of the Acknowledgment Slip received from the Designated
Intermediaries in addition to the information mentioned hereinabove.
All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as the name of
the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of the Bid cum Application
Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on submission of the Bid cum
Application Form and the name and address of the BRLMs with whom the Bid cum Application Form was submitted by the
Anchor Investor. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned Designated
Intermediary in addition to the information mentioned hereinabove.
339The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances
of ASBA Bidders. Our Company, the Selling Shareholders, the BRLMs and the Registrar to the Offer accept no responsibility
for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under
applicable SEBI ICDR Regulations. Investors can contact the Company Secretary and Compliance Officer, the BRLMs or the
Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-
credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds
by electronic mode.
Disposal of Investor Grievances by our Company
Our Company has obtained SCORES authentication in terms of the SEBI circular (SEBI/HO/OIAE/IGRD/CIR/P/2023/156)
dated September 20, 2023 in relation to redressal of investor grievances through SCORES.
Our Company has constituted a Stakeholders’ Relationship Committee to review and redress the shareholders’ and investors’
grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve subdivision,
consolidation, transfer and issue of duplicate shares. For details, please see the section titled “Our Management – Stakeholders’
Relationship Committee” on page 225. Our Company has also appointed Sarita Tufani Vishwakarma, Company Secretary of
our Company, as the Compliance Officer for the Offer. For details, please see the section titled “General Information” on page
71.
In the three years preceding the date of this Red Herring Prospectus, our Company has not received any investor complaints.
As on the date of this Red Herring Prospectus, there are no pending investor complaints in relation to our Company.
The Selling Shareholders has authorised the Company Secretary and Compliance Officer of our Company, and the Registrar to
the Offer to redress any complaints received from Bidders in respect of the Offer for Sale.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant Designated
Intermediary, for the redressal of routine investor grievances shall be five Working Days from the date of receipt of the
complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to
redress these complaints as expeditiously as possible.
As on date of this Red Herring Prospectus, none of our Subsidiaries is listed on any stock exchange.
Other confirmations
No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind
or services or otherwise to any person for making an application in the initial public offer, except for fees or commission for
services rendered in relation to the Offer.
340SECTION VIII - OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued, offered and Allotted pursuant to this Offer shall be subject to the provisions of the Companies
Act, the SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum of Association and Articles
of Association, the terms of this Red Herring Prospectus, the Prospectus, the Abridged Prospectus, the Bid cum Application
Form, the Revision Form, CAN, the Allotment Advice and other terms and conditions as may be incorporated in the Allotment
Advice and other documents or certificates that may be executed in respect of this Offer. The Equity Shares shall also be subject
to all applicable laws, guidelines, rules, notifications and regulations relating to the offer of capital and listing and trading of
securities offered from time to time by SEBI, the GoI, the Stock Exchanges, the RoC, the RBI, and/or other authorities, as in
force on the date of this Offer and to the extent applicable, or such other conditions as may be prescribed by such governmental,
regulatory or statutory authority while granting its approval for the Offer.
The Offer
The Offer comprises of a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. The fees and expenses
for the Offer shall be shared amongst our Company and the Selling Shareholders in the manner agreed to by our Company, the
Selling Shareholders and be in accordance with the applicable law. Details in relation to Offer expenses are specified in “Objects
of the Offer – Offer Related Expenses”, on page 97.
Ranking of the Equity Shares
The Equity Shares being issued, offered, Allotted and transferred pursuant to the Offer shall be subject to the provisions of the
Companies Act, the SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of Association and
Articles of Association and shall rank pari passu in all respects with the existing Equity Shares, including rights in respect of
dividend, voting and other corporate benefits if any, declared by our Company after the date of Allotment. The Allottees, upon
Allotment of Equity Shares under the Offer, will be entitled to dividend and other corporate benefits, if any, declared by our
Company after the date of Allotment. For further details, see “Description of Equity Shares and Terms of the Articles of
Association” on page 374.
Mode of payment of dividend
Our Company shall pay dividends, if declared, to the Shareholders of our Company as per the provisions of the Companies Act,
2013, our Memorandum of Association and Articles of Association, the SEBI Listing Regulations and other applicable law. All
dividends, if any, declared by our Company after the date of Allotment (pursuant to transfer of Equity Shares from the Offer
for Sale), will be payable to the Bidders who have been Allotted Equity Shares in the Offer, in accordance with applicable law.
For further details in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of the Articles
of Association” on pages 237 and 374, respectively.
Face Value, Floor Price, Price Band and Offer Price
The face value of the Equity Shares is ₹2. The Floor Price of Equity Shares is ₹[●] per Equity Share and the Cap Price is ₹[●]
per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share.
The Offer Price, Price Band and minimum Bid Lot for the Offer will be decided by our Company in consultation with the
BRLMs, in compliance with the SEBI ICDR Regulations, and advertised in all editions of the English national daily newspaper
Business Standard , all editions of the Hindi national daily newspaper Business Standard , and Mumbai edition of the Marathi
daily newspaper Navshakti (Marathi being the regional language of Maharashtra, where our Registered Office is located), each
with wide circulation, at least two Working Days prior to the Bid / Offer Opening Date and shall be made available to the Stock
Exchanges for the purpose of uploading on their websites. The Price Band, along with the relevant financial ratios calculated
at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available at the websites of the
Stock Exchanges. The Offer Price shall be determined by our Company in compliance with the SEBI ICDR Regulations, after
the Bid / Offer Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of Book
Building Process.
At any given point of time there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time.
341Rights of the Shareholders
Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles, our Shareholders shall have the
following rights:
• the right to receive dividend, if declared;
• the right to attend general meetings and exercise voting rights, unless prohibited by law;
• the right to vote on a poll either in person or by proxy or ‘e-voting’ in accordance with the provisions of the
Companies Act;
• the right to receive offers for rights shares and be allotted bonus shares, if announced;
• the right to receive surplus on liquidation subject to any statutory and preferential claims being satisfied;
• the right to freely transfer their Equity Shares, subject to foreign exchange regulations and other applicable laws,
including rules framed by the RBI; and
• such other rights, as may be available to a shareholder of a listed public company under applicable law, including the
Companies Act, 2013, the terms of the SEBI Listing Regulations, and our Memorandum of Association and Articles
of Association.
For a detailed description of the main provisions of our Articles relating to voting rights, dividend, forfeiture and lien, transfer
and transmission, consolidation and splitting, see “Description of Equity Shares and Terms of the Articles of Association” on
page 374.
Allotment of Equity Shares in dematerialised form
Pursuant to Section 29 of the Companies Act, 2013, and the SEBI ICDR Regulations, the Equity Shares shall be Allotted only
in dematerialised form. Hence, the Equity Shares offered through this Red Herring Prospectus can be applied for in the
dematerialised form only. In this context, our Company has entered into the following agreements:
• tripartite agreement dated October 15, 2024, entered into amongst our Company, NSDL and Registrar to the Offer;
and
• tripartite agreement dated October 14, 2024, entered into amongst our Company, CDSL and Registrar to the Offer.
Market lot and Trading lot
The trading of our Equity Shares on the Stock Exchanges shall only be in dematerialised form, consequent to which, the tradable
lot is one Equity Share. Allotment of Equity Shares will be only in electronic form in multiples of [●] Equity Shares, subject to
a minimum Allotment of [●] Equity Shares. For the method of Basis of Allotment, see “Offer Procedure” on page 351.
Joint holders
Subject to provisions contained in our Articles, where two or more persons are registered as the holders of any Equity Share,
they shall be deemed to hold such Equity Shares as joint holders with benefits of survivorship.
Jurisdiction
The competent courts/authorities of Mumbai, Maharashtra, India will have exclusive jurisdiction in relation to this Offer.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, 2013, read with Rule 19 of the Companies (Share Capital and Debentures)
Rules, 2014, as amended, the sole or First Bidder, along with other joint Bidders, may nominate any one person in whom, in
the event of the death of the sole Bidder or in case of joint Bidders, the death of all the Bidders, as the case may be, the Equity
Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the nomination is varied or cancelled in the
prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of death of the original holder(s), shall
be entitled to the same advantages to which such person would be entitled if such person were the registered holder of the
Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any
person to become entitled to the Equity Share(s) in the event of his or her death during the minority. A nomination shall stand
rescinded upon a sale, transfer or alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or
varied by nominating any other person in place of the present nominee by the holder of the Equity Shares who has made the
342nomination by giving a notice of such cancellation or variation to our Company in the prescribed form. A buyer will be entitled
to make a fresh nomination in the manner prescribed. A fresh nomination can be made only on the prescribed form, which is
available on request at our Registered and Corporate Office or with the registrar and transfer agents of our Company.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned above, shall,
upon the production of such evidence as may be required by our Board, elect either:
• to register himself or herself as the holder of the Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice
have been complied with.
Since the Allotment will be made only in dematerialised form, there shall be no requirement for a separate nomination with our
Company. Nominations registered with the respective Collecting Depository Participant of the applicant will prevail. If Bidders
wish to change their nomination, they are requested to inform their respective Collecting Depository Participant.
Bid/ Offer Programme
EVENT INDICATIVE DATE
BID/OFFER OPENS ON(1) Wednesday, July 23, 2025
BID/OFFER CLOSES ON(2) Friday, July 25, 2025
(1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The
Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.
(2) UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
An indicative timetable in respect of the Offer is set out below:
EVENT INDICATIVE DATE
FINALIZATION OF BASIS OF ALLOTMENT WITH THE DESIGNATED On or about Monday, July 28, 2025
STOCK EXCHANGE
INITIATION OF REFUNDS (IF ANY, FOR ANCHOR On or about Tuesday, July 29, 2025
INVESTORS)/UNBLOCKING OF FUNDS FROM ASBA ACCOUNT
CREDIT OF EQUITY SHARES TO DEPOSITORY ACCOUNTS OF On or about Tuesday, July 29, 2025
ALLOTTEES
COMMENCEMENT OF TRADING OF THE EQUITY SHARES ON THE STOCK On or about Wednesday, July 30, 2025
EXCHANGES
In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Offer Closing Date for cancelled/withdrawn/deleted ASBA Forms, the
Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher, from
the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until
the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts
blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of
the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such
multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the
Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is
higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking
of non-allotted/ partially allotted Bids, exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be
compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire
duration of delay exceeding two Working Days from the Bid/Offer Closing Date by the intermediary responsible for causing
such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. The Bidder shall be compensated by the intermediary responsible for causing such
delay in unblocking in accordance with applicable law. Further, investors shall be entitled to compensation in the manner
specified in the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2021/47) dated March 31, 2021, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021, and SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April
20, 2022 and SEBI circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022, in case of delays in resolving investor
grievances in relation to blocking/unblocking of fund.
The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such
banks provide a written confirmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June
3432, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated
May 30, 2022
The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation or
liability on our Company, the Selling Shareholders or the BRLMs. While our Company shall ensure that all steps for
the completion of the necessary formalities for the listing and the commencement of trading of the Equity Shares on the
Stock Exchanges are taken within three Working Days from the Bid / Offer Closing Date, or such other period as
prescribed by the SEBI, the timetable may be extended due to various factors, such as extension of the Bid / Offer Period
by our Company in consultation with the BRLMs, revision of the Price Band, or any delay in receiving the final listing
and trading approval from the Stock Exchanges, and delay in respect of final certificates from SCSBs. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in
accordance with the applicable laws. Each Selling Shareholder, severally and not jointly, confirms that it shall extend
reasonable assistance as required by our Company and the BRLMs for the completion of the necessary formalities for
listing and commencement of trading of the Equity Shares at the Stock Exchanges within three Working Days from the
Bid / Offer Closing Date, or within such other period as prescribed.
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post issue timeline for initial
public offerings. The revised timeline of T+3 days has been made applicable in two phases, i.e., voluntary for all public issues
opening on or after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Offer will be made under
UPI Phase III on mandatory T+3 listing basis, subject to the timing of the Offer and any circulars, clarification or notification
issued by the SEBI from time to time, including with respect to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations).
In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with timelines
and activities prescribed by SEBI in connection with the allotment and listing procedure within three Working Days from the
Bid / Offer Closing Date or such other time as prescribed by SEBI, identifying non-adherence to timelines and processes and
an analysis of entities responsible for the delay and the reasons associated with it. The BRLMs shall be the nodal entity for any
issues arising out of public issuance process.
Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company may request the Depositories to
suspend/ freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the aforementioned circulars, our
Company may request the Depositories to suspend/ freeze the ISIN in depository system from or around the date of this Red
Herring Prospectus till the listing and commencement of trading of our Equity Shares. The shareholders who intend to transfer
the pre-Offer shares may request our Company and/ or the Registrar for facilitating transfer of shares under suspended/ frozen
ISIN by submitting requisite documents to our Company and/ or the Registrar. Our Company and/ or the Registrar would then
send the requisite documents along with applicable stamp duty and corporate action charges to the respective depository to
execute the transfer of shares under suspended ISIN through corporate action. The transfer request shall be accepted by the
Depositories from our Company till one day prior to Bid/ Offer Opening Date.
Any circulars or notifications from SEBI after the date of this Red Herring Prospectus may result in changes to the
above-mentioned listing timelines. Further, the offer procedure is subject to change to any revised SEBI circulars to this
effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time
(“IST”)
Bid/Offer Closing Date
Submission of Electronic Applications (Online ASBA through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST
accounts) – For RII other than QIBs and NIIs
Submission of Electronic Applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST
channels like Internet Banking, Mobile Banking and Syndicate UPI
ASBA applications where Bid Amount is up to ₹0.50 million)
Submission of Electronic Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual Applications where Bid Amount is more than ₹0.50 million
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Investors# Only between 10.00 a.m. on the Bid/Offer Opening Date and up to
4.00 p.m. IST on Bid/Offer Closing Date
344Bid/Offer Period (except the Bid/Offer Closing Date)
Upward or downward Revision of Bids or cancellation of Bids by RIIs Only between 10.00 a.m. on the Bid/Offer Opening Date and up to
5.00 p.m. IST on Bid/Offer Closing Date
Our Company in consultation with the BRLMs, may decide to close the Bid/ Offer Closing Period for QIBs one Working Day prior to the Bid/ Offer Closing
Date, in accordance with the SEBI ICDR Regulations.
* UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.
# QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/ Offer Closing Date, the Bids shall be uploaded until:
(a) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors, and
(b) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIIs.
On Bid / Offer Closing Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received by
Retail Individual Investors, after taking into account the total number of Bids received and as reported by the BRLMs to the
Stock Exchanges.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSB’s on daily
basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/Offer Closing Date by
obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such applications by the closing hours of the
Working Day and submit the confirmation to the Book Running Lead Managers and the RTA on a daily basis, as per
the format prescribed in SEBI circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021 and in accordance with SEBI RTA Master Circular (each to the extent not rescinded by the SEBI ICDR
Master Circular in relation to the SEBI ICDR Regulations). To avoid duplication, the facility of re-initiation provided
to Syndicate Members shall preferably be allowed only once per bid/batch and as deemed fit by the Stock Exchanges,
after closure of the time for uploading Bids. It is clarified that Bids not uploaded on the electronic bidding system or in
respect of which the full Bid Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant
ASBA Account, as the case may be, would be rejected.
It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA Account and Bids
not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by SCSBs, or
not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be rejected.
Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/ Offer Closing Date, and are advised to submit their Bids no later than 1:00 p.m. IST on the Bid/
Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large
number of Bids are received on the Bid/ Offer Closing Date, as is typically experienced in public offerings in India, it may lead
to some Bids not being uploaded due to lack of sufficient time to upload. Such Bids that cannot be uploaded will not be
considered for allocation under this Offer. None of our Company, Selling Shareholders or any member of the Syndicate is liable
for any failure in uploading the Bids due to faults in any software or hardware system or blocking of application amount by
SCSBs on receipt of instructions from the Sponsor Bank due to any errors, omissions, or otherwise non-compliance by various
parties involved in, or any other fault, malfunctioning or breakdown in the UPI Mechanism. Bids and any revision to the Bids,
will be accepted only during Working Days, during the Bid/ Offer Period. Bids will be accepted only during Monday to Friday
(excluding any public holiday), during the Bid/Offer period. Investors may please note that as per letter no. List/SMD/SM/2006
dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any
revision in Bids shall not be accepted on Saturdays, Sundays and public holidays as declared by the Stock Exchanges. Bids by
ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock
Exchanges.
The Designated Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period
till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid information to the Registrar to the
Offer for further processing.
Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/ Offer Period in
accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor
Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. The Floor
Price will not be less than the face value of the Equity Shares. In all circumstances, the Cap Price shall be less than or equal to
120% of the Floor Price, subject to minimum 105% of the Floor Price.
In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days
after such revision, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases of force majeure, banking
strike or similar unforeseen circumstances, our Company in consultation with the BRLMs, for reasons to be recorded
in writing, extend the Bid/ Offer Period for a minimum of one Working Days, subject to the Bid/ Offer Period not
exceeding 10 Working Days, in compliance with the SEBI ICDR Regulations.
345Any revision in Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification
to the Stock Exchanges, by issuing a press release and also by indicating the change on the websites of the BRLMs and
terminals of the Syndicate Members and by intimation to the Designated Intermediaries. In case of revision of price
band, the Bid lot shall remain the same.
In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application Form for a
particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the
purpose of Allotment.
Minimum Subscription
In the event our Company does not receive (i) a minimum subscription of 90% of the Fresh Issue, and (ii) a subscription in the
Offer as specified under Rule 19(2)(b) of the SCRR, including through devolvement of Underwriters, as applicable, within
sixty (60) days from the date of Bid Closing Date, or if the subscription level falls below the thresholds mentioned above after
the Bid Closing Date, on account of withdrawal of applications or after technical rejections or any other reason, or if the listing
or trading permission is not obtained from the Stock Exchanges for the Equity Shares being offered under this Red Herring
Prospectus, our Company shall forthwith refund the entire subscription amount received in accordance with applicable law
including the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021(to the extent not rescinded
by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) and SEBI ICDR Master Circular. If there is a
delay beyond four days, our Company and every Director of our Company who is an officer in default, to the extent applicable,
shall pay interest as prescribed under applicable law.
Subject to applicable law, in the event of under-subscription in the Offer, the Equity Shares will be allotted in the following
order: (i) such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required to comply with
the minimum subscription to be received in the Offer under applicable law, will be Allotted prior to the sale of Equity Shares
in the Offer for Sale; (ii) next all the Equity Shares held by the Selling Shareholders and offered for sale in the Offer will be
Allotted in proportion to their respective Offered Shares; and (iii) once Equity Shares have been Allotted as per (i) and (ii)
above, such number of Equity Shares will be Allotted by our Company towards the remaining 10% of the Fresh Issue.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of
prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire application
money shall be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA
Accounts within such timeline as prescribed under applicable laws, our Company and the Selling Shareholders shall be liable
to pay interest on the application money in accordance with applicable laws.
Each of the Selling Shareholders shall reimburse any expenses and interest incurred by our Company on its behalf for any
delays in making refunds as required under the Companies Act and any other applicable law, provided that such Selling
Shareholder shall not be responsible or liable for payment of such expenses or interest, unless such delay is solely and directly
attributable to an act or omission of such Selling Shareholder and any expenses and interest shall be paid solely to the extent of
its portion of the Offered Shares.
Arrangements for disposal of odd lots
Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will be one Equity
Share, no arrangements for disposal of odd lots are required.
New financial instruments
Our Company is not issuing any new financial instruments through this Offer.
Restriction on transfer and transmission of shares
Except for the lock-in of the pre-Offer Equity Shares, the Promoters’ Contribution and Equity Shares allotted to Anchor
Investors pursuant to the Offer, as detailed in “Capital Structure” on page 80, and except as provided in our Articles, there are
no restrictions on transfers and transmission of Equity Shares or on their consolidation or splitting. See, “Description of Equity
Shares and Terms of the Articles of Association” on page 374.
Option to receive Equity Shares in dematerialized form
Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have the option of
Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only in the dematerialized
segment of the Stock Exchanges.
Withdrawal of the Offer
346The Offer shall be withdrawn in the event that 90% of the Fresh Issue is not subscribed.
Our Company in consultation with the BRLMs and the Selling Shareholders, reserves the right not to proceed with the entire
or portion of the Offer for any reason at any time after the Bid / Offer Opening Date but before the Allotment. In such an event,
our Company would issue a public notice in the same newspapers, in which the pre-Offer and price band advertisements were
published, within two days of the Bid / Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons
for not proceeding with the Offer. Further, the Stock Exchanges shall be informed promptly in this regard by our Company and
the BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s) (in case of UPI Bidders) to
unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification and also
inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case may be. The notice of withdrawal will
be issued in the same newspapers where the pre-Offer and price band advertisements have appeared and the Stock Exchanges
will also be informed promptly. In the event of withdrawal of the Offer and subsequently, plans of a fresh offer by our Company,
a fresh draft red herring prospectus will be submitted again to SEBI.
If our Company in consultation with the BRLMs, withdraws the Offer after the Bid/Offer Closing Date and thereafter determine
that they will proceed with a public offering of Equity Shares, our Company will file a fresh draft red herring prospectus with
SEBI and the Stock Exchanges.
Notwithstanding the foregoing, this Offer is also subject to obtaining the final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment and within three Working Days or such other period as may be
prescribed, and the final RoC approval of the Prospectus after it is filed with the RoC. If Allotment is not made within the
prescribed time period under applicable law, the entire subscription amount received will be refunded/unblocked within the
time prescribed under applicable law.
347OFFER STRUCTURE
The Offer is being made through the Book Building Process. The Offer is of up to [●] Equity Shares for cash at a price of ₹ [●]
per Equity Share (including a premium of ₹[●] per Equity Share) aggregating up to ₹ [●] million comprising of a Fresh Issue
of up to [●] Equity Shares aggregating up to ₹ 4,000.00 million by our Company and an Offer for Sale of up to 2,550,000
Equity Shares aggregating up to ₹[●] million by the Selling Shareholders. The Offer shall constitute [●]%, of the post-Offer
paid-up Equity Share capital of our Company.
The Offer shall constitute [●]% of the post Offer paid-up Equity Share capital of our Company.
In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance with
Regulation 31 of the SEBI ICDR Regulations.
Particulars QIBs (1) Non-Institutional Investors Retail Individual Investors
Number of Equity Not more than [●] Equity Shares of face Not less than [●] Equity Shares of face Not less than [●] Equity
Shares available for value of ₹2 each value of ₹2 each available for allocation Shares of face value of ₹2
Allotment / or Offer less allocation to QIB Bidders each available for allocation
allocation* (2) and Retail Individual Investors or Offer less allocation to
QIB Bidders and Non-
Institutional Investors
Percentage of Offer Not more than 50% of the Offer size shall Not less than 15% of the Offer, or the Not less than 35% of the
Size available for be allocated to QIB Bidders. However, 5% Offer less allocation to QIB Bidders and Offer, or the Offer less
Allotment / of the Net QIB Portion will be available Retail Individual Investors will be allocation to QIB Bidders and
allocation for allocation proportionately to Mutual available for allocation, out of which Non-Institutional Investors
Funds only. Mutual Funds participating in (a) one third of such portion shall be will be available for
the Mutual Fund Portion will also be reserved for applicants with allocation.
eligible for allocation in the remaining application size of more than ₹0.2
balance Net QIB Portion (excluding the million and up to ₹1 million; and
Anchor Investor Portion). The (b) two third of such portion shall be
unsubscribed portion in the Mutual Fund reserved for applicants with
Portion will be added to the Net QIB application size of more than ₹1
Portion million, provided that the
unsubscribed portion in either of
such sub-categories may be
allocated to applicants in the other
sub-category of Non-Investors.
Basis of Allotment / Proportionate as follows (excluding the The Equity Shares available for The allotment to each Retail
allocation if Anchor Investor Portion): allocation to Non-Institutional Investors Individual Investor shall not
respective category (a) Up to [●] Equity Shares of face value under the Non-Institutional Portion shall be less than the minimum Bid
is oversubscribed* of ₹2 each shall be available for not be less than the minimum application Lot, subject to availability of
allocation on a proportionate basis to size and the remaining available Equity Equity Shares in the Retail
Mutual Funds only; and Shares if any, shall be Allotted on a Portion and the remaining
(b) Up to [●] Equity Shares of face value proportionate basis, in accordance with available Equity Shares if
of ₹2 each shall be available for the conditions specified in the SEBI any, shall be allotted on a
allocation on a proportionate basis to ICDR Regulations subject to the proportionate basis. For
all QIBs, including Mutual Funds following: details, see “Offer
receiving allocation as per (a) above (i) one-third of the portion available to Procedure” on page 351.
(c) Up to 60% of the QIP portion (of up Non-Institutional Investors shall be
to [●] Equity Shares of face value of reserved for Bidders with an
₹2 each) may be allocated on a application size of more than ₹0.2
discretionary basis to Anchor million and up to ₹1 million, and
Investors of which one-third shall be (ii) two-third of the portion available to
available for allocation to Mutual Non-Institutional Investors shall be
Funds only, subject to valid Bid reserved for Bidders with application
received from Mutual Funds at or size of more than ₹1 million,
above the Anchor Investor Allocation provided that the unsubscribed portion in
Price. either of the aforementioned sub-
categories may be allocated to Bidders in
the other sub-category of Non-
Institutional Investors.
Minimum Bid Such number of Equity Shares of face Such number of Equity Shares in [●] Equity Shares of face
value of ₹2 each and in multiples of [●] multiples of [●] Equity Shares of face value of ₹2 each
Equity Shares of face value of ₹2 each that value of ₹2 each such that the Bid
the Bid Amount exceeds ₹0.2 million. Amount exceeds ₹0.2 million
Maximum Bid Such number of Equity Shares in multiples Such number of Equity Shares in Such number of Equity
of [●] Equity Shares of face value of ₹2 multiples of [●] Equity Shares of face Shares in multiples of [●]
each so that the Bid does not exceed the value of ₹2 each not exceeding the size of Equity Shares of face value of
size of the Offer (excluding the Anchor the Offer (excluding the QIB Portion), ₹2 each so that the Bid
348Particulars QIBs (1) Non-Institutional Investors Retail Individual Investors
Portion), subject to applicable limits under subject to limits prescribed under Amount does not exceed ₹0.2
applicable law applicable law million
Bid Lot [●] Equity Shares of face value of ₹2 each and in multiples of [●] Equity Shares of face value of ₹2 each thereafter
Mode of allotment Compulsorily in dematerialised form
Allotment Lot [●] Equity Shares of face value of ₹2 each and in multiples of [●] Equity Share of face value of ₹2 each thereafter
for QIBs and RIBs. For NIBs allotment shall not be less than the minimum non-institutional application size.
Trading Lot One Equity Share
Who can Public financial institutions (as specified Resident Indian individuals, Eligible Resident Indian individuals,
apply(3)(4)(5)(6) in Section 2(72) of the Companies Act), NRIs, HUFs (in the name of the karta), Eligible NRIs and HUFs (in
scheduled commercial banks, Mutual companies, corporate bodies, scientific the name of the karta)
Funds, eligible FPIs, VCFs, AIFs, FVCIs institutions societies family offices, applying for Equity Shares
registered with SEBI, multilateral and trusts, FPIs who are individuals, such that the Bid amount does
bilateral development financial corporate bodies and family offices. not exceed ₹200,000 in value.
institutions, state industrial development
corporation, insurance companies
registered with IRDAI, provident funds
(subject to applicable law) with minimum
corpus of ₹250 million, pension funds with
minimum corpus of ₹250 million,
registered with the Pension Fund
Regulatory and Development Authority
established under Section 3(1) of the
Pension Fund Regulatory and
Development Authority Act, 2013,
National Investment Fund set up by the
Government of India, the insurance funds
set up and managed by army, navy or air
force of the Union of India, insurance
funds set up and managed by the
Department of Posts, India and
Systematically Important Non-Banking
Financial Companies, in accordance with
applicable laws including FEMA Rules.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of submission
of their Bids(4)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA
Bidder (other than Anchor Investors) or by the Sponsor Bank(s) through the UPI Mechanism, that is specified in the
ASBA Form at the time of submission of the ASBA Form.
Mode of Bidding^ ASBA only (excluding the UPI ASBA only (including UPI Mechanism ASBA only (including the
Mechanism) except for Anchor Investors for Bids up to ₹0.5 million ) UPI Mechanism)
* Assuming full subscription in the Offer
^ SEBI vide the SEBI ICDR Master Circular read with the circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, to the extent not rescinded
by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations has mandated that ASBA applications in Public Issues shall be processed
only after the application monies are blocked in the investor’s bank accounts. Accordingly, Stock Exchanges shall, for all categories of investors viz.
QIB, NII and Retail and other reserved categories also for all modes through which the applications are processed, accept the ASBA applications in their
electronic book building platform only with a mandatory confirmation on the application monies blocked.
(1) Our Company may, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors at the Anchor Investor Offer Price, on a
discretionary basis, subject to having been (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion was up to ₹ 100
million, (ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion was more than ₹100 million
but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹50 million per Anchor Investor, and (iii) in case of
allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation
up to ₹2,500 million, and an additional 10 Anchor Investors for every additional ₹2,500 million or part thereof was permitted, subject to minimum
allotment of ₹50 million per Anchor Investor. An Anchor Investor could make a minimum Bid of such number of Equity Shares, that the Bid Amount was
at least ₹100 million. One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids having been received at
or above the price at which allocation is made to Anchor Investors, which price was determined by the Company in consultation with the BRLMs. Under-
subscription, if any, in any category, except the QIB Portion, would be met with spill-over from any other category or categories, as applicable, at the
discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, subject to valid Bids being received at or above the Offer
Price and in accordance with applicable laws. Under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other
categories or a combination of categories.
(2) This Offer is being made in accordance with Rule 19(2)(b) of the SCRR and Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50%
of the Offer was made available for allocation on a proportionate basis to QIBs. Such number of Equity Shares representing 5% of the Net QIB Portion
was made available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion was made available for allocation
on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. Further, not less
than 15% of the Offer was made available for allocation to Non-Institutional Investors, of which (a) one-third portion was reserved for applicants with
application size of more than ₹ 0.20 million and up to ₹1.00 million; and (b) two-thirds portion was reserved for applicants with application size of more
than ₹1. 00 million, provided that the unsubscribed portion in either of such sub-categories was allocated to applicants in the other sub-category of Non-
Institutional Investors, subject to valid Bids being received at or above the Offer Price and not less than 35% of the Offer was made available for
allocation to RII in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price.
(3) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint names
and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application Form contained only the name
of the first Bidder whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such first
Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders.
349(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that any difference
between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor pay-in date as indicated in
the Confirmation of Allotment Note.
(5) Bids by FPIs with certain structures as described under “Offer Procedure – Bids by FPIs” beginning on page 358 and having the same PAN were
collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful Bidders (with the same PAN)
have been proportionately distributed.
(6) Bidders were required to confirm and were deemed to have represented to our Company, the Selling Shareholders, the Underwriters, their respective
directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines and approvals to
acquire the Equity Shares.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or
the Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the
discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis.
However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or
a combination of categories. For further details, see “Terms of the Offer” on page 341.
350OFFER PROCEDURE
All Bidders should read the General Information Document for Investing in Public Offers prepared and issued in accordance
with the General Information Document which highlights the key rules, processes and procedures applicable to public issues
in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations which
is part of the Abridged Prospectus accompanying the Bid cum Application Form. The General Information Document is
available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the General
Information Document which are applicable to the Offer, especially in relation to the process for Bids by UPI Bidders through
the UPI Mechanism. The investors should note that the details and process provided in the General Information Document
should be read along with this section.
Additionally Bidders may refer to the General Information Document for information in relation to (i) category of investors
eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment
instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note and Allotment in the Offer; (vi) general
instructions (limited to instructions for completing the Bid cum Application Form); (vii) designated date; (viii) disposal of
applications and electronic registration of bids; (ix) submission of Bid cum Application Form; (x) other instructions (limited
to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical grounds);
(xi) applicable provisions of Companies Act relating to punishment for fictitious applications; (xii) mode of making refunds;
(xiii) price discovery and allocation and (xiv) interest in case of delay in Allotment or refund.
SEBI, through the UPI Circulars, has introduced an alternate payment mechanism using UPI and consequent reduction in
timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for RIIs applying through Designated
Intermediaries was made effective along with the timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till
June 30, 2019. Pursuant to its circular SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded
by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), the SEBI has increased the UPI limit from ₹
0.20 million to ₹ 0.50 million for all the individual investors applying in public issues.
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by UPI Bidders through
Designated Intermediaries (other than SCSBs) issued by SEBI, the existing process of physical movement of forms from such
Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids
with existing timeline of T+6 days was mandated for a period of three months or launch of five main board public issues,
whichever is later (“UPI Phase II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020 had extended the timeline for implementation of UPI Phase II till further notice. The final reduced
timeline of T+3 days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and modalities of the
implementation of UPI Phase III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August
9, 2023 and made effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis
for all issues opening on or after December 1, 2023. The Offer will be undertaken pursuant to the processes and procedures
under UPI Phase III on a mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time
to time.
Further, pursuant to SEBI master circular bearing reference no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23,
2025 (“SEBI RTA Master Circular”) and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (each
to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), SEBI has introduced
certain additional measures for streamlining the process of initial public offers and redressing investor grievances. The SEBI
RTA Master Circular consolidated the aforementioned circulars (excluding SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) and rescinded these circulars to the extent relevant for RTAs.
Furthermore, pursuant to the SEBI ICDR Master Circular read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45
dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular), all individual bidders in initial public
offerings whose application size are up to ₹0.50 million shall use the UPI Mechanism and provide their UPI ID in the Bid-
cum-Application Form for bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online
using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. Pursuant
to the SEBI ICDR Master Circular read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to
the extent not rescinded by the SEBI ICDR Master Circular), applications made using the ASBA facility in initial public
offerings shall be processed only after application monies are blocked in the bank accounts of investors (all categories).
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding two Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated in accordance with applicable
law. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such
delay in unblocking.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI
Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part of the agreements
351being signed between the intermediaries involved in the public issuance process and lead managers shall continue to coordinate
with intermediaries involved in the said process.
Further, our Company, the Selling Shareholders and the BRLMs are not liable for any amendment, modification or change in
the applicable law which may occur after the date of this Red Herring Prospectus. Bidders are advised to make their
independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the
investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in this
Red Herring Prospectus and the Prospectus.
The BRLMs shall be the nodal entity for any issues arising out of public issuance process.
Our Company, the Selling Shareholders and the Syndicate are not liable for any adverse occurrences consequent to the
implementation of the UPI Mechanism for application in this Offer.
Book Building Procedure
The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations through
the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of
the Offer shall be available for allocation to QIBs on a proportionate basis, provided that our Company in consultation with the
BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI
ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
them at or above the Anchor Investor Allocation Price. Further, in the event of under-subscription, or non-allocation in the
Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. 5% of the Net QIB Portion shall be
available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be
available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received
at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors
and not less than 35% of the Offer shall be available for allocation to Retail Individual Investors in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price. The Equity Shares available for allocation
to Non-Institutional Investors under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion
available to Non-Institutional Investors shall be reserved for Bidders with an application size of more than ₹ 0.20 million and
up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-Institutional Investors shall be reserved for Bidders with
application size of more than ₹ 1.00 million, provided that the unsubscribed portion in either of the aforementioned sub-
categories may be allocated to Bidders in the other sub-category of Non-Institutional Investors. Further, not less than 35% of
the Offer shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject
to valid Bids being received at or above the Offer Price.
Subject to applicable laws and valid Bids being received at or above the Offer Price, under-subscription, if any, in any category
except in the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories on
proportionate basis, at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Investors must ensure that their PAN is linked with Aadhaar ID and are in compliance with Central Board of Direct
Taxes notification dated February 13, 2020, press release dated June 25, 2021, September 17, 2021, March 30, 2022 and
March 28, 2023.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized form. The
Bid cum Application Forms which do not have the details of the Bidders’ depository account, including the DP ID and
the Client ID and the PAN and UPI ID (for UPI Bidders Bidding through the UPI Mechanism), shall be treated as
incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form.
However, they may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer,
subject to applicable laws.
All SCSBs offering the facility of making application in public issues shall also provide facility to make application using UPI.
Our Company has appointed the Sponsor Banks to act as a conduit between the Stock Exchanges and National Payments
Corporation of India (“NPCI”) in order to facilitate collection of requests and/or payment instructions of the UPI Bidders using
the UPI.
NPCI through its circular (NPCI/UPI/OC No. 127/ 2021-22) dated December 9, 2021, inter alia, has enhanced the per
transaction limit from ₹0.20 million to ₹0.50 million for applications using UPI in initial public offerings
352Phased implementation of UPI for Bids by RIIs as per the UPI Circulars
SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and convertibles by
introducing an alternate payment mechanism using UPI. Pursuant to the UPI Circulars, UPI has been introduced in a phased
manner as a payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under the
ASBA) for applications by RIIs through intermediaries with the objective to reduce the time duration from public issue closure
to listing from six Working Days to up to three Working Days. Considering the time required for making necessary changes to
the systems and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars have introduced
and implemented the UPI payment mechanism in three phases in the following manner:
(a) Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public
issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended until June 30,
2019. Under this phase, an RII also had the option to submit the ASBA Form with any of the intermediary and use his
/ her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing would continue
to be six Working Days.
(b) Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Under this phase, submission of the physical ASBA Form by
an UPI Bidder through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds was
discontinued and replaced by the UPI payment mechanism. However, the time duration from public issue closure to
listing continued to be six Working Days during this phase. Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI Phase II
till further notice.
(c) Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023
and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”) (to the extent not rescinded by the
SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). In this phase, the time duration from public
issue closure to listing has been reduced to three Working Days. The Offer shall be undertaken pursuant to the
processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or
notification issued by SEBI from time to time, including any circular, clarification or notification which may be issued
by SEBI.
The Offer is being made under Phase III of the UPI (on a mandatory basis) in accordance with the SEBI ICDR Master Circular
and the T+3 Notification (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR
Regulations).
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that
have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal officer
by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and
unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications,
and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one day from the date on which
the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being
penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the
relevant SCSB as well as the post–Offer BRLMs will be required to compensate the concerned investor.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI.
Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock Exchanges
and NPCI in order to facilitate collection of requests and/or payment instructions of the UPI Bidders using the UPI.
The processing fees for application made by UPI Bidders using the UPI mechanism may be released to the remitter banks
(SCSBs) only after such banks make an application to the BRLMs with a copy to the Registrar, and such application shall be
made only after (i) unblocking of application amounts in the bank accounts for each application received by the SCSB has been
fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB in accordance with
SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR
Master Circular in relation to the SEBI ICDR Regulations).
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/Offer Opening Date
till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI
handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the
Offer bidding process.
353For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLMs.
The Offer is being made under Phase III of the UPI (on a mandatory basis).
Further, pursuant to SEBI ICDR Master Circular read with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated
April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), all
UPI Bidders shall provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein
below:
(i) a syndicate member;
(ii) a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of the stock
exchange as eligible for this activity);
(iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity);
(iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as
eligible for this activity).
Electronic registration of Bids
(a) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges. The Designated
Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they
may subsequently upload the off-line data file into the online facilities for the Book Building process on a regular basis
before the closure of the Offer.
(b) On the Bid / Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be permitted
by the Stock Exchanges and as disclosed in this Red Herring Prospectus.
(c) Only Bids that are uploaded on the Stock Exchanges’ platform are considered for allocation / Allotment. The
Designated Intermediaries are given till 5:00 pm on the Bid / Offer Closing Date to modify select fields uploaded in
the Stock Exchanges’ platform during the Bid / Offer Period after which the Stock Exchange(s) send the bid
information to the Registrar to the Offer for further processing.
(d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available with
the Designated Intermediaries at relevant Bidding Centers and at our Registered and Corporate Office. An electronic copy of
the ASBA Form will also be available for download on the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com)
at least one day prior to the Bid / Offer Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Offer. UPI Bidders
shall Bid in the Offer through UPI Mechanism for submitting their bids to Designated Intermediaries and are allowed to use
ASBA Process by way of ASBA Forms to submit their bids directly to SCSBs. Anchor Investors are not permitted to participate
in this Offer through the ASBA process.
Bidders (other than Anchor Investors and UPI Bidders Bidding using the UPI Mechanism) must provide bank account details
and authorisation by the ASBA account holder to block funds in their respective ASBA Accounts or the UPI ID (in case of UPI
Bidders), as applicable, in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form
that does not contain such details are liable to be rejected. Applications made by the UPI Bidders using third party bank account
or using third party linked bank account UPI ID are liable for rejection.
UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall be required
to Bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the Bid cum Application Form.
Bids submitted by UPI Bidders with any Designated Intermediary (other than SCSBs) without mentioning the UPI ID are liable
to be rejected. UPI Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile applications
using the UPI handles as provided on the website of SEBI. Applications made using third party bank account or using third
party linked bank account UPI ID are liable for rejection.
354Further, ASBA Bidders shall ensure that the Bids are submitted at the Bidding Centres only on ASBA Forms bearing the stamp
of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not bearing such specified stamp
maybe liable for rejection. UPI Bidders using UPI Mechanism, will be required to submit their ASBA Forms, including details
of their UPI IDs, with the Syndicate, Sub-Syndicate Member(s), Registered Brokers, RTAs or CDPs. RIIs authorising an SCSB
to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs. Bidders using the ASBA
process to participate in the Offer must ensure that the ASBA Account has sufficient credit balance such that an amount
equivalent to the full Bid Amount can be blocked therein. In order to ensure timely information to investors SCSBs are required
to send SMS alerts to investors intimating them about the Bid Amounts blocked / unblocked.
Since the Offer is made under Phase III (on a mandatory basis), ASBA Bidders may submit the ASBA Form in the manner
below:
(i) RIIs (other than UPI Bidders) may submit their ASBA Forms with SCSBs (physically or online, as applicable), or
online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain
brokers.
(ii) UPI Bidders using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, Sub-Syndicate members,
Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in
1 type accounts), provided by certain brokers.
(iii) QIBs and NIIs not using the UPI Mechanism may submit their ASBA Forms with SCSBs, Syndicate, Sub-Syndicate
members, Registered Brokers, RTAs or CDPs.
(iv) ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent
to the full Bid Amount which can be blocked by the SCSB or the Sponsor Bank(s), as applicable, at the time of
submitting the Bid. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to
investors intimating them about Bid Amounts blocked / unblocked.
For all IPOs opening on or after September 1, 2022, as specified in SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations),
all the ASBA applications in Public Issues shall be processed only after the application monies are blocked in the investor’s
bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a
mandatory confirmation on the application monies blocked. The circular is applicable for all categories of investors viz. Retail
Individual Investors, QIB and NII and also for all modes through which the applications are processed.
UPI Bidders bidding through UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum
Application Form.
The prescribed colour of the Bid cum Application Forms for various categories is as follows:
Category Colour of Bid cum Application
Form*
Resident Indians including resident QIBs, Non-Institutional Investors, Retail Individual Investors White
and Eligible NRIs applying on a non-repatriation basis
Non-Residents including FPIs, Eligible NRIs applying on a repatriation basis, FVCIs and registered Blue
bilateral and multilateral institutions
Anchor Investors White
* Excluding electronic Bid cum Application Forms
Notes:
1. Electronic Bid cum Application forms and Abridged Prospectus will also be available for download on the website of NSE (www.nseindia.com) and BSE
(www.bseindia.com).
2. Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details (including UPI ID in case
of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges. Designated Intermediaries
(other than SCSBs) shall submit / deliver the ASBA Forms (except Bid cum Application Forms submitted by UPI Bidders
Bidding using the UPI Mechanism) to the respective SCSB, where the Bidder has a bank account and shall not submit it to any
non-SCSB bank or any Escrow Collection Bank(s). NSE circular dated July 22, 2022, with reference no. 23/2022 and BSE
circular dated July 22, 2022 with reference no. 20220722-30, has mandated that Trading Members, Syndicate Member(s), RTA
and Depository Participants shall submit Syndicate ASBA bids above ₹0.5 million and NII & QIB bids above ₹0.2 million
through SCSBs only
For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate a UPI Mandate Request to such UPI Bidders for blocking
of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the
355UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to
compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity
(i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI
shall share the audit trail of all disputed transactions / investor complaints to the Sponsor Bank(s) and the issuer bank. The
Sponsor Bank(s) and the Bankers to the Offer shall provide the audit trail to the BRLMs for analysing the same and fixing
liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in SEBI ICDR Master Circular
read with the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 each to the extent not rescinded by the SEBI ICDR Master Circular
in relation to the SEBI ICDR Regulations.
Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time
basis through API integration and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification
and re-submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP
ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded
In accordance with BSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated August 3, 2022, for all pending
UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders
with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders should
accept UPI Mandate Requests for blocking of funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the
Cut-Off Time shall lapse. The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges
and sent to NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with
detailed error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and
responses throughout their lifecycle on daily basis and share reports with the BRLMs in the format and within the timelines as
specified under the UPI Circulars. Sponsor Bank(s) and issuer banks shall download UPI settlement files and raw data files
from the NPCI portal after every settlement cycle and do a three way reconciliation with Banks UPI switch data, CBS data and
UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid / Offer Opening Date
till the date of listing of the Equity Shares with details of statistics of mandate blocks / unblocks, performance of apps and UPI
handles, down-time / network latency (if any) across intermediaries and any such processes having an impact / bearing on the
Offer Bidding process.
The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format prescribed by
SEBI or applicable law.
Pursuant to NSE circular dated August 3, 2022 with reference no. 25/2022, the following is applicable to all initial public offers
opening on or after September 1, 2022:
(a) Cut-off time for acceptance of UPI mandate shall be up to 5:00 p.m. on the initial public offer closure date and existing
process of UPI bid entry by syndicate members, registrars to the offer and Depository Participants shall continue till
further notice;
(b) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for
already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued;
(c) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 4.00
p.m. 4:00 p.m. for QIBs and Non-Institutional Investors categories and up to 5.00 p.m. for Retail Individual category
on the initial public offer closure day;
(d) QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their bids;
(e) The Stock Exchanges shall display Offer demand details on its website and for UPI bids the demand shall
include/consider UPI bids only with latest status as RC 100–black request accepted by Investor/ client, based on
responses/status received from the Sponsor Bank(s).
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
state securities laws in the United States, and unless so registered, may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside
the United States in ‘offshore transactions’ as defined in and in reliance on Regulation S under the U.S. Securities Act
and the applicable laws of the jurisdictions where such offers and sales are made.
356The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
Participation by Promoter, Promoter Group, the Book Running Lead Managers, associates and affiliates of the Book
Running Lead Managers and the Syndicate Member(s) and the persons related to Promoter, Promoter Group, Book
Running Lead Managers and the Syndicate Members and Bids by Anchor Investors
The BRLMs and the Syndicate Members shall not be allowed to purchase/subscribe the Equity Shares in any manner, except
towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the
Syndicate Members may purchase/subscribe Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional
Portion as may be applicable to such Bidders, and such subscription may be on their own account or on behalf of their clients.
All categories of investors, including respective associates or affiliates of the BRLMs and Syndicate Members, shall be treated
equally for the purpose of allocation to be made on a proportionate basis.
Except as stated below, neither the Book Running Lead Managers nor any associate of the Book Running Lead Managers can
apply in the Offer under the Anchor Investor Portion:
(i) mutual funds sponsored by entities which are associate of the Book Running Lead Managers;
(ii) insurance companies promoted by entities which are associate of the Book Running Lead Managers;
(iii) AIFs sponsored by the entities which are associate of the Book Running Lead Managers;
(iv) FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are associate of the
Book Running Lead Managers; or
(v) Pension funds sponsored by entities which are associate of the Book Running Lead Managers.
Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Managers” if: (i) either of them
controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or
(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii)
there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLMs.
Further, the Promoter and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer,
except in accordance with the applicable law. Furthermore, persons related to the Promoter and the Promoter Group shall not
apply in the Offer under the Anchor Investor Portion. It is clarified that a qualified institutional buyer who has rights under a
shareholders’ agreement or voting agreement entered into with any of the Promoter or members of the Promoter Group of our
Company, veto rights or a right to appoint any nominee director on our Board, shall be deemed to be a person related to the
Promoter or Promoter Group of our Company.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid cum
Application Form. Failing this, the Company in consultation with BRLMs reserves the right to reject any Bid without assigning
any reason thereof. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of
the concerned schemes for which such Bids are made, subject to applicable law.
In case of a Mutual Fund, a separate Bid may be made in respect of each scheme of a Mutual Fund registered with the SEBI
and such Bids in respect of more than one scheme of a Mutual Fund will not be treated as multiple Bids, provided that such
Bids clearly indicate the scheme for which the Bid is submitted.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments of any
single company provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry
specific scheme. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital
carrying voting rights.
Bids by Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible
NRIs Bidding on a repatriation basis by using the Non-Resident Forms should authorise their SCSBs (if they are Bidding
directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI
Mechanism) to block their NRE Account, or Foreign Currency Non-Resident Accounts (“FCNR Account”), and Eligible NRIs
bidding on a non-repatriation basis by using Resident Forms should authorise their SCSBs or confirm or accept the UPI Mandate
357Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their NRO Accounts for the full Bid amount,
at the time of submission of the Bid cum Application Form. Participation of Eligible NRIs in the Offer shall be subject to the
FEMA regulations. NRIs applying in the Offer through the UPI Mechanism are advised to enquire with the relevant bank,
whether their account is UPI linked, prior to submitting a Bid cum Application Form.
In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of
the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures
or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together
shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of
each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10% may be raised to
24% if a special resolution to that effect is passed by the general body of the Indian company.
Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the SEBI UPI Circulars).
Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI UPI Circulars) to apply in the
Offer, provided the UPI facility is enabled for their NRE / NRO accounts.
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents (Blue
in colour).
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (White in
colour).
By way of Press Note 1 (2021 Series) dated March 19, 2021, issued by the DPIIT, it has been clarified that an investment made
by a NRI or an Indian entity which is owned and controlled by NRIs on a non-repatriation basis, shall not be considered for
calculation of indirect foreign investment.
For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 372.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder should specify
that the Bid is being made in the name of the HUF in the Bid cum Application Form / Application Form as follows: “Name of
sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”.
Bids/applications by HUFs will be considered at par with Bids/applications from individuals.
Bids by FPIs
In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments in Equity Share Capital by a single FPIs or an
investor group (which means multiple entities registered as foreign portfolio investors and directly and indirectly having
common ownership of more than 50% or common control) must be below 10% of our post-Offer Equity Share capital on a
fully diluted basis. Further, in terms of the applicable FEMA Rules the total holding by each FPI or an investor group cannot
exceed 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis, as applicable and the aggregate
holdings of all the FPIs, including any other direct and indirect foreign investments in our Company, shall not exceed 24% of
the total paid-up Equity Share capital on a fully diluted basis, as applicable.
In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the capital of an Indian entity is
subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple entities
registered as foreign portfolio investors and directly or indirectly, having common ownership of more than 50% or common
control)) shall be below 10% of our post-Offer equity share capital of our Company on a fully diluted basis. In case the total
holding of an FPI or investor group increase beyond 10% of the total paid-up Equity Share capital of our Company, on a fully
diluted basis, the total investment made by the FPI or investor group will be re-classified as FDI subject to the conditions as
specified by SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable
reporting requirements. Further, the total holdings of all FPIs put together can be up to the sectoral cap applicable to the sector
in which our Company operates (i.e., up to 100%). In terms of the FEMA Rules, for calculating the aggregate holding of FPIs
in a company, holding of all registered FPIs shall be included. Our Company has increased the aggregate limit of investment
by non-resident Indians in the Company from 10% to 24% of the paid-up equity share capital by a resolution of our Board dated
August 16, 2024 and a resolution by our Shareholders dated September 4, 2024. In terms of the FEMA Rules, for calculating
the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required
to be attached to the Bid cum Application Form, failing which our Company in consultation with BRLMs, reserve the right to
reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum Application
Form for Non-Residents (Blue in colour).
358FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions specified under the FEMA
Rules and as specified by the GoI from time to time
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the
time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India
for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested in the
Offer to ensure there is no breach of the investment limit, within the timelines for issue procedure, as prescribed by SEBI from
time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of
the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative instruments,
directly or indirectly, only if it complies with the following conditions:
(a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;
(b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;
(c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified by
SEBI; and
(d) such other conditions as may be specified by SEBI from time to time.
An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is subject to (a)
the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the SEBI FPI Regulations (as
mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for such transfer, except in cases, where
the persons to whom the offshore derivative instruments are to be transferred, are pre-approved by the FPI.
Bids by following FPIs, submitted with the same PAN shall be treated as multiple Bids and are liable to be rejected, except for
Bids from FPIs that ultize the multiple investment manager structure in accordance with the Operational Guidelines for FPI and
Designated Depository Participants issued to facilitate implementation of SEBI FPI Regulations (such structure referred to as
“MIM Structure” provided such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs shall
not be treated as multiple Bids:
• FPIs which utilise the multi investment manager structure;
• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary derivative
investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• FPI registrations granted at investment strategy level / sub fund level where a collective investment scheme or fund
has multiple investment strategies / sub-funds with identifiable differences and managed by a single investment
manager.
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as a
single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the applicant FPIs
(with same PAN).
Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and bear the same
PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different
beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid cum
Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and indicate the
name of their respective investment managers in such confirmation. In the absence of such compliance from the relevant FPIs
with the operational guidelines for FPIs and designated Collecting Depository Participants issued to facilitate implementation
of SEBI FPI Regulations, such multiple Bids shall be rejected.
Participation of FPIs in the Offer shall be subject to the FEMA Rules.
359There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same basis with other
categories for the purpose of allocation.
Bids by SEBI registered Alternative Investment Funds, Venture Capital Funds and Foreign Venture Capital Investors
The SEBI AIF Regulations, as amended prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, venture capital funds which have not re-
registered as AIFs under the SEBI AIF Regulations shall continue to be regulated by the Securities and Exchange Board of
India (Venture Capital Funds) Regulations, 1996 until the existing fund or scheme managed by the fund is wound up and such
fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. The SEBI FVCI Regulations as
amended prescribe the investment restrictions on FVCIs.
The Category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A Category III AIF
cannot invest more than 10% of its investible funds in one investee company. A VCF registered as a Category I AIF, cannot
invest more than one-third of its investible funds, in the aggregate, in certain specified instruments, including by way of
subscription to an initial public offering of a venture capital undertaking. The holding in any company by any individual VCF
registered with SEBI should not exceed 25% of the corpus of the VCF. An FVCI can invest only up to 33.33% of its investible
funds, in the aggregate, in certain specified instruments, which includes subscription to an initial public offering of a venture
capital undertaking or an investee company (as defined under the SEBI AIF Regulations) whose shares are proposed to be
listed.
Participation of AIFs, VCFs and FVCIs shall be subject to the FEMA Rules. For details, see “Restrictions on Foreign Ownership
of Indian Securities” on page 372.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account
of conversion of foreign currency.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum
Application Form. Failing this, our Company, in consultation with BRLMs, reserves the right to reject any Bid without
assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by
RBI, and (ii) the approval of such banking company’s investment committee is required to be attached to the Bid cum
Application Form, failing which our Company in consultation with BRLMs, reserve the right to reject any Bid without assigning
any reason thereof, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949 (the
“Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services provided by Banks) Directions,
2016 is 10% of the paid-up share capital of the investee company or 10% of the bank’s own paid-up share capital and reserves,
as per the last audited balance sheet or a subsequent balance sheet, whichever is less. Further, the aggregate investment in
subsidiaries and other entities engaged in financial and non-financial services cannot exceed 20% of the bank’s paid-up share
capital and reserves. A banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up
share capital of such investee company if: (a) the investee company is engaged in non-financial activities in which banking
companies are permitted to engage under the Banking Regulation Act or (b) the additional acquisition is through restructuring
of debt, or to protect the bank’s interest on loans / investments made to a company, provided that the bank is required to submit
a time-bound action plan for disposal of such shares (in this sub-clause (b)) within a specified period to the RBI. A banking
company would require a prior approval of the RBI to make investment in excess of 30% of the paid-up share capital of the
investee company, investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions
prescribed), and investment in a non-financial services company in excess of 10% of such investee company’s paid-up share
capital as stated in the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended.
Bids by SCSBs
SCSBs participating in the Offer are required to comply with the terms of the SEBI ICDR Master Circular read with the SEBI
circular nos. CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, each to the
extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations. Such SCSBs are required
360to ensure that for making applications on their own account using ASBA, they should have a separate account in their own
name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application
in public issues and clear demarcated funds should be available in such account for such Bids.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by
IRDAI must be attached to the Bid cum Application Form. Failing this, the Company in consultation with BRLMs, reserves
the right to reject any Bid without assigning any reason thereof. The exposure norms for insurers are prescribed under
Regulation 9 of the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 (“IRDA
Investment Regulations”), and are based on investments in the equity shares of a company, the entire group of the investee
company and the industry sector in which the investee company operates. Bidders are advised to refer to the IRDA Investment
Regulations for specific investment limits applicable to them and shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.
Bids by Systematically Important Non-Banking Financial Companies
In case of Bids made by NBFC-SI, a certified copy of (i) the certificate of registration issued by the RBI, (ii) a certified copy
of its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s), and such
other approval as may be required by the NBFC-SI companies, and (iii) such other approval as may be required by the
Systemically Important NBFCs must be attached to the Bid-cum Application Form. Failing this, our Company in consultation
with BRLMs, reserve the right to reject any Bid, without assigning any reason thereof. NBFC-SI participating in the Offer shall
comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.
The investment limit for NBFC-SI be prescribed by RBI from time to time.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, eligible FPIs,
AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or air force of the India,
insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum
corpus of ₹250 million (subject to applicable laws) and pension funds with a minimum corpus of ₹250 million, registered with
the Pension Fund Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory and
Development Authority Act, 2013, a certified copy of the power of attorney or the relevant resolution or authority, as the case
may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws must be
lodged along with the Bid cum Application Form. Failing this, our Company reserve the right to accept or reject any Bid in
whole or in part, in either case, without assigning any reason thereof.
Our Company in consultation with the BRLMs, in their absolute discretion, reserve the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and conditions
that our Company in consultation with the BRLMs, may deem fit.
Bids by provident funds / pension funds
In case of Bids made by provident funds / pension funds, subject to applicable laws, with minimum corpus of ₹250 million,
registered with the Pension Fund Regulatory and Development Authority established under section 3(1) of the Pension Fund
Regulatory and Development Authority Act, 2013, a certified copy of certificate from a chartered accountant certifying the
corpus of the provident fund / pension fund must be attached to the Bid cum Application Form. Failing this, our Company in
consultation with BRLMs reserve the right to reject any Bid, without assigning any reason therefor.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section the key terms
for participation by Anchor Investors are provided below.
(a) Anchor Investor Application Forms to be made available for the Anchor Investor Portion at the offices of the BRLMs.
(b) The Bids are required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100
million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate bids by
individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million.
(c) One-third of the Anchor Investor Portion is reserved for allocation to domestic Mutual Funds.
(d) Bidding for Anchor Investors will open one Working Day before the Bid / Offer Opening Date and will be completed
on the same day.
361(e) Our Company in consultation with the BRLMs will finalise allocation to the Anchor Investors on a discretionary basis,
provided that the minimum number of Allottees in the Anchor Investor Portion is not less than:
• maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100 million;
• minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million
per Anchor Investor; and
• in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10
Anchor Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per
Anchor Investor.
(f) Allocation to Anchor Investors is required to be completed on the Anchor Investor Bid / Offer Period. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation will be made, is required to be made
available in the public domain by the BRLMs before the Bid / Offer Opening Date, through intimation to the Stock
Exchanges.
(g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
(h) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period
of 90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to Anchor Investors in
the Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment.
(i) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which are associates
of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the
entities which are associate of the BRLMs or FPIs, other than individuals, corporate bodies and family offices
sponsored by the entities which are associate of the and BRLMs) can apply in the Offer under the Anchor Investor
Portion.
(j) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered as multiple
Bids.
(k) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Offer Price will be payable by the Anchor Investors on the Anchor
Investor Pay-In Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Offer Price, Allotment
to successful Anchor Investors will be at the higher price.
For more information, please read the General Information Document.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the Book
Running Lead Managers are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Red Herring Prospectus, when filed. Bidders are advised to make their
independent investigations and ensure that any single Bid from them does not exceed the applicable investment limits
or maximum number of the Equity Shares that can be held by them under applicable laws or regulation and as specified
in this Red Herring Prospectus and will be specified in the Prospectus, when filed.
In accordance with RBI regulations, OCBs cannot participate in the Offer.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary
does not guarantee that the Equity Shares shall be allocated / Allotted. Such Acknowledgement Slip will be non-negotiable and
by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he / she shall surrender the earlier
Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof
of his or her having revised the previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of
the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory
and other requirements by our Company and/or the BRLMs are cleared or approved by the Stock Exchanges; nor does it in any
manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements,
362nor does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or
project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of this Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on
the Stock Exchanges.
Pre-Offer and Price Band Advertisement
Subject to Section 30 of the Companies Act, our Company will, after filing this Red Herring Prospectus with the RoC, publish
a pre-Offer and price band advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of Business
Standard, a widely circulated English national daily newspaper, all editions of Business Standard, a widely circulated Hindi
national daily newspaper, and Mumbai editions of Navshakti, a widely circulated Marathi daily newspaper (Marathi being the
regional language of Maharashtra, where our Registered Office is located). Our Company shall, in the pre-Offer and price band
advertisement state the Bid / Offer Opening Date, the Bid / Offer Closing Date and the QIB Bid / Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, shall be in the format prescribed in Part A of
Schedule X of the SEBI ICDR Regulations.
Signing of Underwriting Agreement and filing of Prospectus with the RoC
Our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with the Underwriters on or after
the determination of the Offer Price. After signing the Underwriting Agreement, the Company will file the Prospectus with the
RoC. The Prospectus would have details of the Offer Price, Anchor Investor Offer Price, Offer size and underwriting
arrangements and would be complete in all material respects.
General Instructions
Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size of their Bid(s)
(in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors can revise or withdraw their
Bid(s) until the Bid / Offer Closing Date. Anchor Investors are not allowed to withdraw or lower the size of their Bids after the
Anchor Investor Bidding Date.
Do’s:
1. Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
2. Ensure that you have Bid within the Price Band;
3. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders Bidding
using the UPI Mechanism) in the Bid cum Application Form (with maximum length of 45 character) and such ASBA
account belongs to you and no one else. UPI Bidders using the UPI Mechanism must mention their correct UPI ID
(with maximum length of 45 character) and shall use only his / her own bank account which is linked to such UPI ID;
4. UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have their bank account,
where the funds equivalent to the application amount are available for blocking is UPI 2.0 certified by NPCI before
submitting the ASBA Form to any of the Designated Intermediaries;
5. UPI Bidders Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile applications and
UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI
Bidders shall ensure that the name of the app and the UPI handle which is used for making the application appears in
Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019. An application
made using incorrect UPI handle or using a bank account of an SCSB or bank which is not mentioned on the SEBI
website is liable to be rejected;
6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the Bidders
depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;
8. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre (except in case of electronic Bids) within the prescribed time. UPI
Bidders using UPI Mechanism, may submit their ASBA Forms with Syndicate, Sub-Syndicate Members, Registered
Brokers, RTA or CDP;
9. In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account holder, as
the case may be) and the signature of the First Bidder is included in the Bid cum Application Form;
36310. UPI Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and
not with any other Designated Intermediary;
11. Ensure that they have correctly signed the authorisation / undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB or Sponsor Bank(s), as applicable, via the electronic mode, for
blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as
the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating
in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor
Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
12. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
13. Ensure that the name(s) given in the Bid cum Application Form is / are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names;
14. Bidders should ensure that they receive the Acknowledgment Slip or the acknowledgement number duly signed and
stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application Form;
15. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries;
16. Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed
and obtain a revised acknowledgment;
17. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities
market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may
be exempted from specifying their PAN for transacting in the securities market, and (iii) any other category of Bidders,
including without limitation, multilateral / bilateral institutions, which may be exempted from specifying their PAN
for transacting in the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption
for the Central or the State Government and officials appointed by the courts and for investors residing in the State of
Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the exemption
granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account remaining in
“active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the
same. All other applications in which PAN is not mentioned will be rejected;
18. Ensure that the Demographic Details are updated, true and correct in all respects;
19. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;
20. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload
of your Bid in the electronic Bidding system of the Stock Exchanges;
21. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant documents
are submitted;
22. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;
23. UPI Bidders Bidding using the UPI Mechanism, should ensure that they approve the UPI Mandate Request generated
by the Sponsor Bank(s) to authorise blocking of funds equivalent to application amount and subsequent debit of funds
in case of Allotment, in a timely manner;
24. Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum Application
Form and entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as the
case may be, do not match with the DP ID, UPI ID (where applicable), Client ID and PAN available in the Depository
database, then such Bids are liable to be rejected;
25. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are
required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their investment
364managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the
absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected;
26. Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs utilise the
MIM structure and such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs.
27. In case of QIBs and NIIs (other than for Anchor Investor and UPI Bidder), ensure that while Bidding through a
Designated Intermediary, the ASBA Form is submitted to a Designated Intermediary in a Bidding Centre and that the
SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that
location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website
of SEBI at http://www.sebi.gov.in);
28. Ensure that you have correctly signed the authorization / undertaking box in the Bid cum Application Form, or have
otherwise provided an authorization to the SCSB or the Sponsor Bank(s), as applicable via the electronic mode, for
blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form at
the time of submission of the Bid;
29. UPI Bidders Bidding using the UPI Mechanism shall ensure that details of the Bid are reviewed and verified by
opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his
/ her UPI PIN. Upon the authorization of the mandate using his / her UPI PIN, the UPI Bidder shall be deemed to have
verified the attachment containing the application details of the UPI Bidder Bidding using the UPI Mechanism in the
UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank(s) to issue a
request to block the Bid Amount mentioned in the Bid Cum Application Form in his / her ASBA Account;
30. UPI Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single account)
and of the First Bidder (in case of joint account) in the Bid cum Application Form;
31. UPI Bidders Bidding using the UPI Mechanism, who have revised their Bids subsequent to making the initial Bid,
should also approve the revised UPI Mandate Request generated by the Sponsor Bank(s) to authorise blocking of
funds equivalent to the revised Bid Amount in his / her account and subsequent debit of funds in case of allotment in
a timely manner;
32. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request
received from the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the ASBA
Account;
33. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs.
34. Ensure that ASBA bidders shall ensure that bids above ₹ 0.50 million, are uploaded only by the SCSBs;
35. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on the
Bid / Offer Closing Date.
36. Investors must ensure that their PAN is linked with Aadhaar ID and are in compliance with Central Board of Direct
Taxes notification dated February 13, 2020, press release dated June 25, 2021, September 17, 2021, March 30, 2022
and March 28, 2023.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application
made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the Annexure ‘A’
to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 or in the list displayed on SEBI’s website is
liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid for a Bid Amount exceeding ₹200,000 (for Bids by RIBs);
3. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price;
4. Do not Bid on another Bid cum Application Form, the Anchor Investor Application Form after you have submitted a
Bid to a Designated Intermediary;
5. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest;
3656. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;
7. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
8. Do not submit the Bid for an amount more than funds available in your ASBA account;
9. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary only;
10. Bids by HUFs not mentioned correctly as provided in “- Bids by HUFs” on page 358;
11. Anchor Investors should not Bid through the ASBA process;
12. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding
Centers;
13. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;
14. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
15. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
16. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size and/or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations
or maximum amount permissible under the applicable regulations or under the terms of this Red Herring Prospectus;
17. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid / Offer Closing Date (for online applications)
and after 12:00 p.m. on the Bid/ Offer Closing Date (for Physical Applications);
18. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
19. If you are a UPI Bidders using UPI Mechanism, do not submit more than one Bid cum Application Form for each UPI
ID;
20. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids
above ₹ 0.50 million;
21. Do not submit the General Index Register (GIR) number instead of the PAN;
22. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
23. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in
the relevant ASBA Account or in the case of UPI Bidders Bidding using the UPI Mechanism, in the UPI-linked bank
account where funds for making the Bid are available;
24. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount)
at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors can revise or withdraw their
Bids until the Bid / Offer Closing Date;
25. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a colour prescribed for another category of Bidder;
26. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by UPI Bidders using the UPI Mechanism;
27. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are UPI Bidder,
do not submit the ASBA Form directly with SCSBs;
28. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
36629. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);
30. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder Bidding using
the UPI Mechanism, do not submit Bids through an SCSB and/or mobile application and/or UPI handle that is not
listed on the website of SEBI;
31. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
32. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;
33. Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after you have
submitted a Bid to any of the Designated Intermediaries;
34. Do not submit the Bid cum Application Form to any non-SCSB Bank or our Company;
35. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in case of
Bids submitted by UPI Bidders using the UPI Mechanism); and
36. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids
above ₹500,000
37. UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB and/ or mobile applications which is
not mentioned in the list provided on the SEBI website is liable to be rejected
38. Do not Bid if you are an OCB.
For helpline details of the Book Running Lead Managers pursuant to the SEBI ICDR Master Circular read with the SEBI
circular bearing reference number SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (each to the extent not rescinded by the SEBI ICDR Master Circular
in relation to the SEBI ICDR Regulations), see “General Information – Book Running Lead Managers” on page 72.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Grounds for Rejection
In addition to the grounds for rejection of Bids as provided in the GID, Bidders are requested to note that Bids could be rejected
on the following additional technical grounds:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI
handle, not listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party linked
bank account UPI ID (subject to availability of information regarding third party account from Sponsor Bank(s));
6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
7. Bids submitted without the signature of the First Bidder or sole Bidder;
8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
9. ASBA Form by the UPI Bidders by using third party bank accounts or using third party linked bank account UPI IDs;
10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for
credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
11. GIR number furnished instead of PAN;
12. Bids by RIIs with Bid Amount of a value of more than ₹ 0.20 million (net of retail discount);
36713. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;
14. Bids accompanied by stock invest, money order, postal order or cash; and
15. Bids uploaded by QIBs and by Non-Institutional Investors after 4:00 p.m. on the Bid/ Offer Closing and Bids by RIIs
after 5:00 p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchange. On the Bid/Offer Closing
Date, extension of time may be granted by the Stock Exchanges only for uploading Bids received from Retail
Individual Investors, after taking into account the total number of Bids received up to closure of timings for acceptance
of Bid-cum-Application Forms as stated herein and as informed to the Stock Exchanges.
In case of any pre-Offer or post Offer related issues regarding demat credit / refund orders / unblocking., investors shall reach
out to the Company Secretary and Compliance Officer, and the Registrar. For details of the Company Secretary and Compliance
Officer and the Registrar, see “General Information – Company Secretary and Compliance Officer” on page 71.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding two Working Days from the Bid / Offer Closing Date, the Bidder shall be compensated in accordance with applicable
law. Further, Investors shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular read with
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations),
in case of delays in resolving investor grievances in relation to blocking / unblocking of funds.
The BRLMs shall be the nodal entity for any issues arising out of public issuance process. In terms of Regulation 23(5) and
Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master Circular shall continue
to form part of the agreements being signed between the intermediaries involved in the public issuance process and the BRLMs
shall continue to coordinate with intermediaries involved in the said process.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall ensure that the
basis of allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer through the offer document
except in case of oversubscription for the purpose of rounding off to make Allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the Offer to public may be made for the purpose
of making Allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the Retail Individual Investors, Non-Institutional Investors and Anchor
Investors shall be on a proportionate basis within the respective investor categories and the number of securities allotted shall
be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined
and disclosed.
The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to the
availability of Equity Shares in Retail Individual Investor category, and the remaining available Equity Shares, if any, shall be
allotted on a proportionate basis. Not less than 15% of the Offer shall be available for allocation to Non-Institutional Investors.
The Equity Shares available for allocation to Non-Institutional Investors under the Non-Institutional Portion, shall be subject
to the following: (i) one-third of the portion available to Non-Institutional Investors shall be reserved for applicants with an
application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-
Institutional Investors shall be reserved for applicants with an application size of more than ₹1.00 million, provided that the
unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of
Non-Institutional Investors. The allotment to each Non-Institutional Investor shall not be less than the Minimum NII
Application Size, subject to the availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares.
Payment into Escrow Account(s) for Anchor Investors
Our Company, in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom
the Allotment Advice will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names
will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer through the ASBA process.
Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT) to the Escrow
Account(s). The payment instruments for payment into the Escrow Account(s) should be drawn in favour of:
368(i) In case of resident Anchor Investors: “GNG ELECTRONICS LIMITED–ANCHOR RESIDENT ACCOUNT”
(ii) In case of non-resident Anchor Investors: “GNG ELECTRONICS LIMITED–ANCHOR NON RESIDENT
ACCOUNT”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
between our Company, the Selling Shareholders, the Syndicate, the Bankers to the Offer and the
Registrar to the Offer to facilitate collections from Anchor Investors.
Allotment Advertisement
The Allotment advertisement shall be uploaded on the websites of our Company, BRLMs and Registrar to the Offer, before 9
p.m. IST, on the date of receipt of the final listing and trading approval from the Stock Exchanges, provided such final listing
and trading approval from all the Stock Exchanges is received prior to 9:00 p.m. IST on that day. In an event, if final listing
and trading approval from the Stock Exchanges is received post 9:00 p.m. IST on that date, then the Allotment Advertisement
shall be uploaded on the websites of our Company, BRLMs and Registrar to the Offer, following the receipt of final listing and
trading approval from all the Stock Exchanges.
Our Company, the BRLMs and the Registrar shall publish an allotment advertisement before commencement of trading,
disclosing the date of commencement of trading in all editions of a widely circulated English national daily newspaper, Business
Standard , all editions of a widely circulated Hindi national daily newspaper, Business Standard and Mumbai editions of a
widely circulated Marathi daily newspaper Navshakti (Marathi being the regional language of Maharashtra, where our
Registered Office is located).
Depository Arrangements
The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of physical
certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, tripartite
agreements had been signed amongst our Company, the respective Depositories and the Registrar to the Offer:
• Tripartite agreement dated October 15, 2024, amongst our Company, NSDL and Registrar to the Offer.
• Tripartite agreement dated October 14, 2024, amongst our Company, CDSL and Registrar to the Offer.
Undertaking by our Company
Our Company undertakes:
(i) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
(ii) that if the Allotment is not made, refunds are not made to the Bidders or listing and trading approvals are not obtained
within the prescribed time period under applicable law, the entire subscription amount received will be refunded /
unblocked within the time prescribed under applicable law, failing which interest will be due to be paid to the Bidders
at the rate prescribed under applicable law for the delayed period;
(iii) that all steps will be taken for completion of the necessary formalities for listing and commencement of trading at all
the Stock Exchanges where the Equity Shares are proposed to be listed within three Working Days from the Bid /
Offer Closing Date or such other time as may be prescribed;
(iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available
to the Registrar to the Offer by our Company;
(v) that where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the Applicant within the time prescribed under applicable law, giving details of the bank where refunds
shall be credited along with amount and expected date of electronic credit of refund;
(vi) that if our Company does not proceed with the Offer after the Bid / Offer Closing Date but prior to Allotment, the
reason thereof shall be given as a public notice within two days of the Bid / Offer Closing Date. The public notice
shall be issued in the same newspapers where the pre-Offer and price band advertisements were published. The Stock
Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly;
369(vii) that if our Company in consultation with the BRLMs, withdraw the Offer after the Bid / Offer Closing Date, our
Company shall be required to file a fresh draft offer document with SEBI, in the event our Company and/or the Selling
Shareholders subsequently decide to proceed with the Offer thereafter;
(viii) that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor
Investor Application Form from Anchor Investors; and
(ix) that, except for any (a) allotment of Equity Shares to employees of our Company pursuant to exercise of stock options
granted under the ESOS 2024; (b) allotment of Equity Shares to holders of the CCPS (upon conversion); and ()
allotment of Equity Shares pursuant to the Pre-IPO Placement, no further issue of Equity Shares shall be made until
the Equity Shares issued or offered through this Red Herring Prospectus are listed or until the Bid monies are refunded
/ unblocked in the ASBA Accounts on account of non-listing, under-subscription.
Undertakings by the Selling Shareholders
Each of the Selling Shareholders, severally and not jointly, undertakes the following in respect of itself as a Selling Shareholder,
and its portion of the Offered Share:
(i) that it is the legal and beneficial owner of, and have clear and marketable title to the Offered Shares;
(ii) that it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to the Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in the nature
of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer;
(iii) that the Equity Shares being sold by it pursuant to the Offer are free and clear of any pre-emptive rights, liens,
mortgages, charges, pledges or any other encumbrances and shall be in dematerialized form at the time of transfer;
(iv) that it shall provide all reasonable co-operation as requested by our Company in relation to the completion of Allotment
and dispatch of the Allotment Advice and CAN, if required, and refund orders to the extent of its Offered Shares;
(v) that it shall deposit its Equity Shares offered for sale in the Offer in an escrow demat in accordance with the share
escrow agreement to be executed between the parties to such share escrow agreement; and
(vi) that it will provide such reasonable support and extend such reasonable cooperation as may be required by our
Company and the BRLMs in redressal of such investor grievances that pertain to its Offered Shares.
Each of the Selling Shareholders have, severally and not jointly, authorized the Company Secretary and Compliance Officer of
our Company and the Registrar to the Offer to redress any complaints received from Bidders in respect of its portion of the
Offered Shares in the Offer for Sale.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013
which is reproduced below:
“Any person who –
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹1.00 million
or one per cent of the turnover of the company, whichever is lower, includes imprisonment for a term which shall not be less
than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to
three times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.)
Further, where the fraud involves an amount less than ₹1.00 million or one per cent of the turnover of the company, whichever
is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term
which may extend to five years or with fine which may extend to ₹5.00 million or with both.
370Utilisation of Offer Proceeds
Our Board certifies that:
• all monies received out of the Offer shall be credited / transferred to a separate bank account other than the bank
account referred to in sub-section (3) of Section 40 of the Companies Act;
• details of all monies utilized out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time any
part of the Fresh Issue proceeds remains unutilized, under an appropriate head in the balance sheet of our Company
indicating the purpose for which such monies have been utilized; and
• details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head in
the balance sheet indicating the form in which such unutilized monies have been invested.
371RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in
different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under
the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy
up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures
for making such investment.
The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment.
The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The
Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier
known as Department of Industrial Policy and Promotion) (“DPIIT”), issued the FDI Policy, which is effect from October 15,
2020, which subsumes and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT
that were in force and effect prior to October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular.
FDI in companies engaged in sectors/ activities which are not listed in the FDI Policy is permitted up to 100% of the paid up
share capital of such company under the automatic route, subject to compliance with certain prescribed conditions. For further
details, see “Key Regulations and Policies” on page 198.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange
Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment,
subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where the
beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will
require prior approval of the Government, as prescribed in the FDI Policy and the FEMA Rules. Further, in the event of transfer
of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the
beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will
also require approval of the Government. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth
Amendment) Rules, 2020, issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be
treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such
bank or fund in India. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the event
such prior approval of the Government of India is required, and such approval has been obtained, the Bidder shall intimate our
Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the Offer Period.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that (i) the activities of the investee company are under the automatic route under the FDI policy and transfer does not attract
the provisions of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI policy;
and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI.
In terms of the FEMA Rule and the FDI Policy, a person resident outside India may make investments into India, subject to
certain terms and conditions, and further provided that an entity of a country, which shares land border with India or where the
beneficial owner of an investment into India, who is situated in or is a citizen of any such country, shall invest only with the
approval of the Government of India. Further, in the event of transfer of ownership of any existing or future foreign direct
investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the above restriction/
purview, such subsequent change in the beneficial ownership will also require approval of the Government of India. Each
Bidder should seek independent legal advice about its ability to participate in the Offer. In the event such prior approval of the
Government is required, and such approval has been obtained, the Bidder shall intimate our Company and the Registrar in
writing about such approval along with a copy thereof within the Offer Period.
Foreign Exchange Laws
The foreign investment in our Company is governed by, inter-alia, the FEMA, the FEMA Rules, the FDI Policy issued and
amended by way of press notes.
Pursuant to the FDI Policy, FDI of up to 100% is permitted under the automatic route in our Company.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that (i) the activities of the investee company are under the automatic route under the FDI Policy and such transfer does not
attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under
the FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI and RBI. As per the existing policy
of the Government, OCBs cannot participate in the Offer. For further details, see “Offer Procedure” on page 351.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any
state securities laws in the United States, and unless so registered, may not be offered or sold within the United States,
372except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside
the United States in ‘offshore transactions’ as defined in and in reliance on Regulation S under the U.S. Securities Act
and the applicable laws of the jurisdictions where such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and the BRLMs are not
liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of the
Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of
Equity Shares Bid for do not exceed the applicable limits under laws or regulations.
373SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our
Company. The main provisions of the Articles of Association of our Company are detailed below. No material clause of the
Articles of Association having bearing on the Offer or the disclosures required in this Red Herring Prospectus has been omitted.
As on the date of this Red Herring Prospectus, the provisions of the Articles of Association of our Company are in compliance
with the Companies Act.
PRELIMINARY
1. The regulations contained in Table F of the first schedule to the Companies Act, 2013 (hereinafter referred as Table
F) shall apply to this Company in so far as are applicable to Public Company and are not amended, modified or
substituted by the following Articles, which shall be the regulations for the management of the company.
INTERPRETATION
2. (1) In these Regulations:-
(a) “Company” means *GNG ELECTRONICS LIMITED.
(b) “Office” means the Registered Office of the Company.
(c) “Act” means the Companies Act, 2013 and any statutory modification thereof.
(d) “Seal” means the Common Seal of the Company.
(e) “Directors” means the Directors of the Company and includes persons occupying the position of the
Directors by whatever names called.
(2) Unless the context otherwise requires, words or expressions contained in these Articles shall have the same
meaning as in the Act, or any statutory modification thereof in force at the date on which these Articles
become binding on the Company.
PUBLIC COMPANY
3. The company is a Public Company within the meaning of section 2(71) of the Companies Act, 2013.
* Amended and adopted vide special resolution passed at Extra-ordinary General Meeting held on Wednesday, 23rd October, 2024.
^ Amended and adopted vide special resolution passed at Extra-ordinary General Meeting held on 08th December, 2024.
374SHARE CAPITAL AND VARIATION OF RIGHTS
1. The Authorised Share Capital of the Company shall be such amounts and be divided into such shares as may, from
time to time, be provided in Clause V of the Memorandum of Association with power to increase or reduce the capital
in accordance with the Company’s regulations and legislative provisions for the time being in force in that behalf with
the powers to divide the Share Capital, whether original, increased or decreased into several classes and attach thereto
respectively such ordinary, preferential or special rights and conditions in such manner as may for the time being be
provided by the Regulations of the Company and allowed by law.
2. ^Subject to the provisions of Section 62 of the Act and these Articles, the shares in the capital of the company for the
time being shall be under the control of the directors who may issue, allot or otherwise dispose of the same or any of
them to such person, in such proportion and on such terms and conditions and either at a premium or at par or (subject
to the compliance with the provision of section 53 of the Act) at a discount and at such time as they may from time to
time think fit and with sanction of the company in the General Meeting to give to any person or persons the option or
right to call for any shares either at par or premium during such time and for such consideration as the directors think
fit, and may issue and allot shares in the capital of the company on payment in full or part of any property sold and
transferred or for any services rendered to the company in the conduct of its business and any shares which may so be
allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares. Provided that
option or right to call of shares shall not be given to any person or persons without the sanction of the Company in the
General Meeting..
3. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be
issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of
the shares may, by special resolution, determine.
4. The Directors are hereby authorised to issue Equity Shares or Debentures (whether or not convertible into equity
shares) for offer and allotment to such officers, employees and workers of the Company as the Directors may select
or the trustees of such trust as may be set up for the benefit of the officers, employees and workers in accordance with
the terms and conditions of any such Employee Stock Option Scheme or such other scheme as may be planed or
proposed by the Company and approved by the appropriate authority or authorities.
5. Any Debentures, debenture stock or other Securities may be issued at a discount, premium or otherwise, if permissible
under the Act, and may be issued on the condition that they shall be convertible into Shares of any denomination and
with any privileges and conditions as to redemption, surrender, drawings, allotment of Shares, attending (but not
voting) at General Meetings, appointment of Directors and otherwise. Debentures with the rights to conversion into or
allotment of Shares shall not be issued except with the sanction of the Company in General Meeting by a Special
Resolution and subject to the provisions of the Act.
6. The Shares in capital shall be numbered progressively according to their several denominations and except in the
manner herein before mentioned no share shall be sub-divided. Every forfeited and/or no surrendered share shall
continue to bear the number by which the same share was originally distinguished.
7. ^Every member shall be entitled, without payment to one or more certificates in marketable lots, for all the shares of
each class or denomination registered in his name, or if the directors so approve (upon paying such fee as the Directors
so time determine) to several certificates, each for one or more of such shares and the company shall complete and
have ready for delivery such certificates within two months from the date of allotment, unless the conditions of issue
thereof otherwise provide, or within one month of the receipt of application of registration of transfer, transmission ,
sub-division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares shall be under
the seal of the company and shall specify the number and distinctive numbers of shares in respect of which it is issued
and amount paid-up thereon and shall be in such form as the directors may prescribe and approve, provided that in
respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one
certificate and delivery of a certificate of shares to one or several joint holders shall be a sufficient delivery to all such
holders.
a. Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its
securities and to offer securities in dematerialized form pursuant to Depositories Act and the regulations
framed there under.
b. ^The Company or an investor may exercise an option to issue, deal in, hold the securities (including shares)
with a Depository in electronic form and the certificates in respect thereof shall be dematerialised, in which
event the rights and obligations of the parties concerned and matters connected therewith or incidental thereof,
shall be governed by the provisions of the Depositories Act, 1996 as amended from time to time or any
statutory modification thereto or re-enactment thereof.
375c. Where a person opts to hold his security with a Depository the Company shall intimate such Depository the
details of allotment of the security and on receipt of such information the Depository shall enter in its record
the name of the allottee as the beneficial owner of the security.
8. 8.1 Except as required by law, no person shall be recognised by the company as holding share upon any trust and
shall not be bound by or be compelled in any way to recognise (even when having notice thereof.) any
equitable, contingent, future, or partial interest in any share or any interest in any fractional part of share or
(except only as by these Articles or by law otherwise provide) except an absolute right to the entirety thereof
in the holder.
8.2 Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid
thereon. The Company shall not be bound to issue more than one certificate for shares held jointly by several
persons and delivery of a certificate for a share to one of several joint holder shall be a sufficient delivery to
all such holders.
8.3 The money (if any) which the Board shall on the allotment of any shares being made by them, require or
direct to be paid by way of deposit, call or otherwise in respect of any shares allotted by them, shall
immediately on the inscription of the name of the allottee in the Register of members as the name of the
holder of such shares become a debt due to and recoverable by the Company from the allottee thereof and
shall be paid by him accordingly.
8.4 Every member or his heirs, executors or administrators shall pay to the Company the portion of the capital
represented by his share or shares which may for the time being remain unpaid therein such amounts at such
time or times and in such manner, as the Board shall, from time to time, in accordance with the Company’s
regulations, require or fix for the repayment thereof.
8.5 ^If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the Company, a new Certificate may
be issued in lieu thereof, and if any certificate lost or destroyed then upon proof thereof to the satisfaction of
the company and on execution of such indemnity as the company deem adequate, being given, a new
certificate in lieu thereof shall be given to the party entitled to such lost or destroyed Certificate. Every
certificate under the article shall be issued for each certificate as may be fixed by the Board which shall not
exceed the amount as may be permitted under applicable law. Provided that no fee shall be charged for issue
of new certificates in replacement of those which are old, defaced or worn out or where there is no further
space on the back thereof for endorsement of transfer. Provided that no fee shall be charged for issue of new
certificates in replacement of those which are old, defaced or worn out or where there is no further space on
the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors shall comply with such rules or regulation
or requirements of any Stock Exchange or the rules made under the Act or rules made under Securities
Contracts (Regulation) Act, 1956 or any other Act, or rules applicable thereof in this behalf.
The provisions of Articles (9) and (10) shall mutatis mutandis apply to debentures of the Company.
8.6 (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of
section 40, provided that the rate per cent. or the amount of the commission paid or agreed to be paid
shall be disclosed in the manner required by that section and rules made there under.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made
under sub-section (6) of section 40.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in the one way and partly in the other.
8.7 Subject to the provision of section 72 of the Act and of these articles a shareholder may nominate any person
as his or her nominee for the shares held by him in the company.
LIEN
9. ^The company shall have a first and paramount lien upon all the shares/debentures (other than fully paid-up
shares/debentures which shall be free from all lien) registered in the name of each member (whether solely or jointly
with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable
at a fixed time in respect of such shares/debentures and no equitable interest in any share shall be created except upon
the footing and condition that this Article will have full effect and such lien shall extend to all dividends and bonuses
376from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer
of shares/debentures shall operate as a waiver of the company’s lien if any, on such shares/debentures. The Directors
may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this clause.
10. The Company may sell forfeited shares in such manner as the Directors determine, any shares on which the Company
has a lien, if a sum in respect of which the lien exists, is presently payable and is not paid within fourteen clear days
after notice has been given to the holder of the share, or to the person entitled to it in consequence of the death or
insolvency of the holder, demanding payment and stating that if the notice is not complied with, the shares may be
sold.
11. To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the shares
sold to, or in accordance with the directions of the purchaser. The title of the transferee to the shares shall not be
affected by any irregularity in, or invalidity of, the proceedings in reference to the sale.
12. The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which
the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the
certificate for the shares sold and subject to a like lien for any monies not presently payable as existed upon the shares
before the sale), be paid to the person entitled to the shares at the date of the sale.
CALLS ON SHARES
13. The Board may from time to time, make calls upon the members in respect of any monies unpaid on their shares
(whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment
thereof made payable at fixed times.
14. Call shall be deemed to have been made at the time when the resolution of the Directors authorising such calls was
passed.
15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
16. If a call remains unpaid after it has become due and payable, the person from whom it is due and payable, shall pay
interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of
allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Act),
but the Directors may waive payment of the interest wholly or in part.
17. An amount payable in respect of a share on allotment, whether in respect of nominal value or premium shall be deemed
to be a call and if it is not paid, the provisions of these articles shall apply as if that amount had become due and
payable by virtue of a call.
18. The Board –
a. may, if it thinks fit, receive from any member willing to advance the same, all or any part of the moneys
uncalled and unpaid upon any shares held by him; and
b. ^may, if it thinks fit, subject to the provisions of Section 50 of the Act, agree to and receive from any member
willing to advance the same whole or any part of the moneys due upon the shares held by him beyond the
sums actually called for, and upon the amount so paid or satisfied in advance, or so much thereof as from
time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has
been made, the Company may pay interest at such rate, as the member paying such sum in advance and the
Directors agree upon provided that money paid in advance of calls shall not confer a right to participate in
profits or dividend. The Directors may at any time repay the amount so advanced.
The members shall not be entitled to any voting rights in respect of the moneys so paid by him until the same would
but for such payment, become presently payable.
The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the company.
Any uncalled amount paid in advance may carry interest, but shall not in any manner entitle the member so advancing
the amount, to any dividend or participation in profit or voting right on such amount remaining to be called, until such
amount has been duly called-up.
Provided however that any amount paid to the extent called – up, shall be entitled to proportionate dividend and voting
right.
377TRANSFER OF SHARES
19. 19.1 The Company shall keep a register called the “Register of Transfers” and therein shall be fairly and distinctly
entered the particulars of every transfer or transmission of any shares of the Company.
19.2 (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the
transferor and transferee.
(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is
entered in the register of members in respect thereof.
20. The Board may, subject to the right of appeal conferred by section 58 decline to register—
(i) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(ii) any transfer of shares on which the company has a lien.
21. ^The Board shall use a common form of transfer and the Board may decline to recognise any instrument of transfer
unless—
(i) the instrument of transfer is in the form as prescribed in rules made under sub- section(1) of section 56;
(ii) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
(iii) the instrument of transfer is in respect of only one class of shares.
^Subject to the provisions of Section 58, these Articles and other applicable provisions of the Act or any other law for
the time being in force, the Board may refuse whether in pursuance of any power of the company under these Articles
or otherwise to register the transfer of, or the transmission by operation of law of the right to, any shares or interest of
a Member in or debentures of the Company. The Company shall within thirty days from the date on which the
instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to Company, send
notice of the refusal to the transferee and the transferor or to the person giving intimation of such transmission, as the
case may be, giving reasons for such refusal. Provided that the registration of a transfer shall not be refused on the
ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any
account whatsoever except where the Company has a lien on shares
22. On giving not less than seven days’ previous notice in accordance with section 91and rules made there under, the
registration of transfers may be suspended at such times and for such periods as the Board may from time to time
determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-
five days in the aggregate in any year.
TRANSMISSION OF SHARES
23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee
or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the
company as having any title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any
share which had been jointly held by him with other persons.
24. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon
such evidence being produced as may from time to time properly be required by the Board and subject as
hereinafter provided, elect, either—
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if
the deceased or insolvent member had transferred the share before his death or insolvency.
37825. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver
or send to the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of
the share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death
or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that
member.
26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that
he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any
right conferred by membership in relation to meetings of the company:
Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself
or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice
have been complied with.
27. (i) No fee shall be charged for registration of transfer, transmission, probate, succession certificate and Letters
of administration, Certificate of Death or Marriage, Power of Attorney or similar other document.
(ii) ^The instrument of transfer shall be in writing and all provisions of Section 56 of the Companies Act, 2013
and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of
shares and registration thereof.
FORFEITURE OF SHARES
28. If a call remains unpaid after it has become due and payable, the Directors may give to the person from whom it is
due, not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which
may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not
complied with, the shares in respect of which the call was made will be liable to be forfeited.
29. If the notice is not complied with, any share in respect of which it was given may, before the payment required by the
notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or
other monies payable in respect of the forfeited shares and not paid before the forfeiture.
30. When any share shall have been so forfeited, notice of the forfeiture shall be given to the member in whose name it
stood immediately prior to the forfeiture and on entry of the forfeiture, with the date thereof, shall forthwith be made
in Register of Members, but no forfeiture shall be in any manner invalid by any omission or neglect to give such notice
or to make such entry as aforesaid.
31. Subject to the provisions of the Act, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms
and in such manner as the Directors determine, either to the person who was before the forfeiture, the holder, or to any
other person and at any time before sale, re-allottment or other disposition, the forfeiture may be cancelled on such
terms as the Directors think fit. Where for the purposes of its disposal, a forfeited share is to be transferred, the
Directors may authorise some person to execute an instrument of transfer of the share.
32. A person, whose shares have been forfeited, shall cease to be a member in respect of them and shall surrender to the
Company for cancellation, the certificate for the shares forfeited but shall remain liable to the Company for all monies
which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest,
at the rate at which interest was payable on those monies before the forfeiture or, if no interest was so payable, at the
appropriate rate (as defined in the Act) from the date of forfeiture until payment, but the Directors may waive payment
wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for
any consideration received on their disposal.
33. A statutory declaration by a director or the secretary, that the share has been forfeited on a specified date shall be
conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration
shall (subject to the execution of an instrument of transfer, if necessary), constitute a good title to the share and the
person to whom the share is disposed off, shall not be bound to see to the application of the consideration, if any, nor
shall his title to the share be affected by any irregularity in, or invalidity, of the proceedings in reference to the forfeiture
or disposal of the share.
37934. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the
terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by
way of premium, as if the same had been payable by virtue of a call duly made and notified.
ALTERATION OF SHARE CAPITAL
35. ^Where at any time, it is proposed to increase the subscribed capital of the company by allotment of further shares
then:
(a) Such further shares shall be offered to the persons who, at the date of the offer, are holders of the equity
shares of the Company, in proportion, as nearly as circumstances admit, to the paid-up share capital on those
shares by sending a letter of offer, subject to the following conditions, namely;
(i) The offer aforesaid shall be made by a notice specifying the number of shares offered and limiting
a time not being less than fifteen days and not exceeding thirty days from the date of the offer within
which the offer, if not accepted, will be deemed to have been declined;
(ii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to him or any of them in favour of any other person and the notice
referred to in sub-clause (i) shall contain a statement of this right;
(iii) After the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from
the person to whom such notice is given that he declines to accept the shares offered, the Board may
dispose of them in such manner which is not disadvantageous to the shareholders and the company.
(b) Such further shares shall be offered to employees under a scheme of employees’ stock option, subject to a
special resolution passed by the company and subject to such conditions as may be prescribed; or
(c) Such further shall be offered to any persons, if authorized by a special resolution, whether or not those persons
include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than
cash, if the price of such shares is determined by the valuation report of a registered valuer subject to such
conditions as may be prescribed under the relevant rules of Section 62 of the Act.
The notice shall be dispatched through registered post or speed post or through electronic mode to all existing
shareholders at lease three days before the opening of the issue.
Nothing in this Article shall apply to the increase of the subscribed capital of a company caused by the exercise of an
option as a term attached to the debentures issued or a loan raised by the company to convert such debentures or loans
into shares in the company:
Provided that the terms of the issue of such debentures or loan containing such an option have been approved before
the issue of such debentures or the raising of loan by a special resolution passed by the company in a general meeting
Notwithstanding anything contained this Article, where any debentures have been issued, or loan has been obtained
from any Government by a company, and if that Government considers it necessary in the public interest so to do, it
may, by order, direct that such debentures or loans or any part thereof shall be converted into shares in the company
on such terms and conditions as appear to the Government to be reasonable in the circumstances of the case even if
terms of the issue of such conversion:
Provided that where the terms and conditions of such conversion are not acceptable to the company, it may, within
sixty days from the date of communication of such order, appeal to the Tribunal which shall after the company and
Government pass such order as it deems fit.
In determining the terms and conditions of conversion under Section 62(4) of the Act, the Government shall have due
regard to the financial position of the company, the terms of issue of debentures or loans, as the case may be, the rate
of interest payable on such debentures or loans and such other matters as it may consider necessary.
Where the Government has, by an order made under Section 62(4) of the Act, directed that any debenture or loan or
any part thereof shall be converted into shares in a company and where no appeal has been preferred to the Tribunal
under Section 62(4) of the Act or where such appeal has been dismissed, the memorandum of such company shall,
stand altered and the authorized share capital of the Company shall stand increased by an amount equal to the amount
of the value of shares which such debentures or loans or part thereof has been converted into.
38036. Subject to provisions of the Act, the Company may, by special resolution, purchase its own shares or reduce its share
capital in any way and in particular and without prejudice to the generality to the foregoing power, may:
i. extinguish or reduce the liability on any of its shares in respect of share capital not paid-up.
ii. either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital
which is lost or unrepresented by any assets; or
iii. either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital
which is in excess of the wants of the Company, and may, if and so far as is necessary alter its Memorandum
by reducing the amount of its shares accordingly.
37. The Company may:
i. consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
ii. subject to the provisions of the Act, sub-divide its shares, or any of them, into shares of smaller amount and
the resolution may (if it is a special resolution) determine that, as between the shares resulting from the sub -
division, any of them may have any preference or advantage as compared with the others; and
iii. cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by
any person and diminish the amount of its share capital by the amount of the shares so cancelled.
iv. convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of
any denomination.
38. 38.1 Where shares are converted into stock—
a. the holders of stock may transfer the same or any part thereof in the same manner as, and subject to
the same regulations under which, the shares from which the stock arose might before the conversion
have been transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so,
however, that such minimum shall not exceed the nominal amount of the shares from which the
stock arose.
b. the holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, voting at meetings of the company, and other
matters, as if they held the shares from which the stock arose; but no such privilege or advantage.
c. such of the regulations of the company as are applicable to paid-up shares shall apply to stock and
the words “share” and “shareholder” in those regulations shall include “stock” and “stock-holder”
respectively.
38.2 The company may, by special resolution, reduce in any manner and with, and subject to, any incidental
authorisation and consent required by law—
a) its share capital;
b) any capital redemption reserve account; or
c) any share premium account.
CAPITALISATION OF PROFITS
39. 39.1 The Board of Directors of the company without seeking approval of members of the company in any general
meeting may resolve
(i) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any
of the Company’s reserve accounts, or to the credit of the Profit and Loss account or otherwise
available for distribution; and
(ii) that such sum be accordingly set free for distribution in the manner specified in Article 117 amongst
the members who would have been entitled thereto, if distributed by way of dividend and in the
same proportions.
38139.2 The sum aforesaid shall not be paid in cash but shall be applied subject to the provision contained in Article
118 in or towards:
(i) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(ii) paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully
paid-up to and amongst such members in the proportions aforesaid; or
(iii) partly in the way specified in sub-Article (a) and partly in that specified in sub- Article (b).
39.3 A securities premium account and a capital redemption reserve account may, for the purposes of this Article,
only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid
bonus shares.
39.4 Whenever such a resolution, as aforesaid, shall have been passed the Board shall:
(i) make all appropriation and application of the undivided profit resolved to be capitalised thereby, and
all allotments and issues of fully paid shares, if any; and
(ii) generally do all acts and things required to give effect thereto.
40. The Board shall have full power:
(i) to make such provision, by the issue of fractional certificates or by payment in cash or otherwise as it thinks
fit, for the case of securities becoming distributable in fractions; and also
(ii) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the
Company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to
which they may be entitled upon such capitalisation, or (as the case may require) for the payment by the
Company on their behalf, by the application thereto of their respective proportions of the profits resolved to
be capitalised of the amounts or any part of the amounts remaining unpaid on their existing shares. Any
agreement made under such authority shall be effective and binding on all such members.
BUY-BACK OF SHARES
41. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other
applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares
or other specified securities.
GENERAL MEETINGS
42. All general meetings other than annual general meeting shall be called extraordinary general meetings.
43. 43.1 The Directors may, whenever they think fit, call an Extraordinary General Meeting.
43.2 The Directors may call general meetings and, on the requisition of members pursuant to the provisions of the
Act, shall forthwith proceed to convene an extraordinary general meeting as per the procedure prescribed
under the Act.
43.3 A general meeting of the Company may be called by giving not less than 21 days notice in writing or after
giving such shorter notice as provided in Section 101 (1) of the Act or any statutory modification thereof.
43.4 The notice shall specify the time, day and place of the meeting and the general nature of the business to be
transacted and, in the case of an annual general meeting, shall specify the meeting as such. Where any business
to be transacted at the meeting consists of “Special Business” as hereinafter defined, there shall be annexed
to the notice of the meeting an explanatory statement setting out all material facts concerning such item of
business as provided in section 102 of the Act.
43.5 All business shall be deemed special that is transacted at an Extraordinary General Meeting and also all
business that is transacted at any Annual General meeting, with the exception of business relating to the
consideration of accounts, declaration of dividend, appointment of Directors in the place of those retiring and
appointment and fixing of the remuneration of the auditors.
Subject to the provisions of these Articles and to any restrictions imposed on any shares, the notice shall be given to
all the members, to all persons entitled to a share in consequence to the death or insolvency of a member and to the
382Directors and auditors. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting
by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
44. 44.1 No business shall be transacted at any meeting unless a quorum is present. Quorum shall be as prescribed by
the Companies Act, 2023. A corporation being a member shall be deemed to be personally present if it is
represented in accordance with section 113 of the Act.
44.2 If, at the expiration of half an hour from the time appointed for holding a meeting of the Company, a quorum
shall not be present, the meeting if convened by or upon the requisition of Members, shall stand dissolved,
but in any other case the meeting shall stand adjourned to the same day in the next week or if that day is a
public holiday until the next succeeding day which is not a public holiday at the same time and place or to
such other day at such other time and place within the city or town in which the Office of the Company is
situated as the Board may determine, and if at such adjourned meeting a quorum is not present at the
expiration of half an hour from the time appointed for holding the meeting, the Members present shall be a
quorum, and may transact, the business for which the meeting is called.
45. The chairperson, if any, of the Board or in his absence some other director nominated by the Directors shall preside as
chairperson of the meeting, but if neither the chairperson nor such director (if any) be present within fifteen minutes
after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number
to be chairperson and, if there is only one director present and willing to act, he shall be chairperson.
46. If no director is willing to act as chairperson, or if no Director is present within fifteen minutes after the time appointed
for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairperson.
47. A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and
at any separate meeting of the holders of any class of shares in the Company.
48. (i) The Chairperson may with the consent of any meeting at which a quorum is present and shall if so directed
by the meeting adjourn the meeting from time to time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
(iii) When a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as aforesaid and as provided in section 103 of the Act it shall not be
necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
ADJOURNMENT OF MEETING
49. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed
by the meeting, adjourn the meeting from time to time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting. Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned meeting.
VOTING RIGHTS
50. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of
the result of, the show of hands, a poll is duly demanded by a member or members present in person or by proxy as
per the provisions of the Companies Act, 2013. The demand for a poll may be withdrawn at any time by the person or
persons who made the demand.
51. Subject to any rights or restrictions attached to any shares, on a show of hands every holder of equity shares entitled
to vote and present in person shall have one vote and on a poll, the voting right of every holder of equity share whether
present in person or by proxy, shall be in proportion to his shares in the paid up equity capital of the company.
52. 52.1 In the case of any equality of votes, the Chairman shall both on a show of hands and at a poll (if any), have a
casting vote in addition to the votes to which he may be entitled as a Member.
38352.2 A proxy shall not have a right to speak at the General Meeting.
52.3 In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order
in which the names of the holders stand in the register of members.
53. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether
in India or elsewhere) in lunacy may vote, whether on a show of hands or on a poll, by his committee or other legal
guardian, and any such committee or guardian may, on a poll, vote by proxy.
54. No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the
Company, either in person or by proxy, in respect of any share held by him if any moneys presently payable by him
in respect of that share have not been paid or if the Company has exercised any right of lien in respect of those shares.
55. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the
vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due
time shall be referred to the chairperson whose decision shall be final and conclusive.
56. On a poll, votes may be given either personally or by proxy. A member may appoint more than one proxy to attend on
the same occasion.
PROXY
57. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a
notarised copy of that power or authority, shall be deposited at the registered office of the company not less than 48
hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument
proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll;
and in default the instrument of proxy shall not be treated as valid.
58. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
59. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death
or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or
the transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.
BOARD OF DIRECTORS
60. Unless otherwise determined by a general meeting of the Company and subject to the provisions of Section 149(1) of
the Act, the number of Directors (other than alternate Directors) shall not be less than three or more than fifteen. The
first Directors of the Company are:
1. Mr. Sharad Khandelwal
2. Mrs. Vidhi Sharad Khandelwal
61. Directors of the Company shall be liable to retire by rotation as per the provisions of section 152(6) of the Act, as
amended from time to time. The Managing Director, Independent Director, Nominee Directors of beneficiaries and
other Director as the Board may decide from time to time, shall not be subject to retirement under this article and shall
not be taken into account for determining the number of Director to retire by rotation. In this Article “Retiring Director”
means a director retiring by rotation.
62. (i) The Directors may from time to time elect from among their members a Chairperson of the Board and
determine the period for which he is to hold office. If at any meeting of the Board, the Chairman is not present
within five minutes after the time appointed for holding the same, the Directors present may choose one of
the Directors then present to preside at the meeting.
(ii) Subject to Section 203 of the Act and rules made there under, one person can act as the Chairman as well as
the Managing Director and/or Chief Executive Officer at the same time.
(iii) The Board shall have a right to appoint a person as a director pursuant to any agreement which company may
enter into with any other company, corporation, financial institutions, Foreign Financial Institutions, Banks,
384Venture Funds or with any Government, Central or State, either subscribing to the equity of the Company or
contribution to the venture capital fund to which the company is acting as manger.
63. The Chairman for the time being and every director for the time being of the Company shall confirm to the criteria
that may be laid down by any regulatory authority or authorities as may be empowered to regulate the company’s
business.
64. The Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided
the number of the Directors and additional Directors together shall not at any time exceed the maximum strength fixed
for the Board by the Articles. Any Director so appointed shall hold office only up to the date of the next annual general
meeting of the Company or the last date on which AGM should have been held however he shall be eligible for
appointment by the Company as a director at the meeting subject to the provisions of the Act and these Articles.
65. Subject to the provisions of the Act, the board may appoint an alternate director. The director’s remuneration shall
continue to be paid to him during the appointment of his alternate.
66. 66.1 The Company may by special resolution of which special notice has been given in accordance with the Act,
remove any Director before the expiration of his period of office notwithstanding anything in these Articles
or in any agreement between the Company and such Director, such removal shall be without prejudice to any
claim such Directors may have for damages for breach of any contract of service between him and the
Company.
66.2 The Company may by ordinary resolution appoint another person in place of a Director removed from office
under the immediately preceding Articles and, without prejudice to powers of the Directors to appoint persons
to be Directors in general meeting, may appoint any person to be a Director to fill a casual vacancy.
66.3 A Director of the Company need not hold any shares in the Company to qualify him for the office of a Director
of the Company.
PROCEEDINGS OF THE BOARD
67. Subject to the provisions of these Articles, the Directors may regulate their proceedings, as they think fit. The Board
shall hold meetings as often as may be deemed necessary (either in person or by telephone or via video conference, if
and when permissible by law.) A Director may, and the secretary at the request of the Director shall, call a meeting of
the Directors.
68. The quorum for the transaction of the business of the Directors shall be as per the provisions of the Companies Act,
2013 and /or other applicable regulations, if any. A person who holds office only as an Alternate Director shall, if the
Original Director is not present, be counted in the quorum.
69. If the Chairman appointed by the Board is unwilling to preside or is not present within five minutes after the time
appointed for the meeting, the Dir0ectors present may appoint one of their number to be chairperson of the meeting.
70. All acts done by a meeting of Directors, or of a committee of Directors, or by a person acting as a Director shall,
notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or that any
of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every
such person had been duly appointed and was qualified and had continued to be a director and had been entitled to
vote.
71. No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless
the resolution has been circulated in draft, together with necessary papers, if any, to all the Directors or to all the
members of the committee, as the case may be, at their addresses registered with the Company in India by hand
delivery or by post or by courier, or through such electronic means as may be prescribed and has been approved by a
majority of the Directors or members of the committee, who are entitled to vote on the resolution. However, a
resolution signed by an alternate director need not also be signed by a Director in whose place he is appointed or/and,
if it is signed by a Director who has appointed an Alternate Director, it need not be signed by the Alternate Director
in that capacity.
72. Questions arising at any meeting of the Directors shall be decided by majority of votes and in case of an equality of
votes the Chairman of the meting shall have a second or casting vote.
73. Subject to the provisions of section 179 of the Act, the Directors may delegate any of their powers to committees
consisting of such member or members of the Board as they think fit and they may from time to time revoke or
discharge any such committee or committees.
38574. All acts done by any such committee in conformity with such regulations and in fulfillment of the purpose of their
appointment but not otherwise shall have the like force and effect as if done by the Board.
75. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director shall
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more
of such directors or of any person acting as aforesaid or that they or any of them were disqualified be as valid as if
every such director or such person had been duly appointed and was qualified to be a director.
76. Save as otherwise expressly provided in the Act a resolution in writing signed by all the members of the Board or of a
committee thereof for the time being entitled to receive notice of a meeting of the Board or committee shall be valid
and effective as if it had been passed at a meeting of the Board or committee duly convened and held.
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER
77. Subject to the provisions of the Act,—
77.1 A chief executive officer, manager, company secretary or chief financial officer may be appointed by the
Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief
executive officer, manager, company secretary or chief financial officer so appointed may be removed by
means of a resolution of the Board;
77.2 A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
78. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief
executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or
to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary
or chief financial officer.
THE SEAL
79. (i) The Board shall provide for the safe custody of the seal.
(ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the
Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least
two directors and of the secretary or such other person as the Board may appoint for the purpose; and those
two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the
company is so affixed in their presence.
DIVIDENDS AND RESERVE
80. Subject to the provisions of the Act and the Articles, the Company may declare dividends in accordance with the
respective rights of the members, but no dividend shall exceed the amount recommended by the Directors.
81. Subject to the provisions of the Act, the Directors may pay interim dividends to the members if it appears to them that
they are justified by the profits of the Company available for distribution, provided the Directors act in good faith and
they shall not incur any liability to the holders of shares conferring preferred rights which they may suffer by a lawful
payment of an ‘interim dividend’ on any shares having deferred or non-preferred rights.
82. Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the
amounts paid up on the shares on which the dividend is paid. All dividends shall be apportioned and paid
proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which
the dividend is paid; but, if any share is issued on the terms providing that it shall rank for dividend as from a particular
date, that share shall rank for dividend accordingly.
83. A general meeting declaring a dividend may, upon the recommendation of the Directors, direct that it shall be satisfied
wholly or partly by the distribution of assets and, where any difficulty arises in regard to the distribution, the Directors
may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets
and may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the
rights of members and may vest any assets in trustees.
84. The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks
proper as a reserve or reserves which shall, at the discretion of the Board, be applicable, for any purpose to which the
profits of the Company may be properly applied, including provision for meeting contingencies or for equalising
dividends; and pending such application, may, at the like discretion, either be employed in the business of the Company
or be invested in such investment (other than shares of the Company) as the Board may, from time to time, think fit.
38685. The Board may also carry forward any profits which it may think prudent not to divide, without setting them aside as
a reserve.
86. Any dividend, interest or other moneys payable in cash in respect of a share may be paid by electronic mode or by
cheque, demand draft or warrant sent by post to the registered address of the person entitled or, if two or more persons
are the holders of the share or are jointly entitled to it by reason of the death or insolvency of the holder, to the registered
address of that one of those persons who is first named in the register of members or to such person and to such address
as the person or persons entitled may in writing direct. Every cheque/warrant shall be made payable to the order of the
person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment
of the cheque/warrant shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a
share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.
87. 87.1 No dividend or other moneys payable in respect of a share shall bear interest against the Company unless
otherwise provided by the rights attached to the share.
87.2 Notice of any dividend that may have been declared shall be given to the persons entitled to a share therein
in the manner mentioned in the Act.
88. 88.1 The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable
by him to the Company on account of calls or otherwise in relation to the shares of the Company.
88.2 ^That there will be no forfeiture of unclaimed dividends before the claim becomes barred by law.
88.3 ^Where the Company has declared a dividend but which has not been paid or claimed within 30 days from
the date of declaration, transfer the total amount of dividend which remains unpaid or unclaimed within the
said period of 30 days, to a special account to be opened by the company in that behalf in any scheduled bank,
to be called “_________ Unpaid Dividend Account”.
The company shall, within a period of ninety days of making any transfer of an amount under sub- section (1) to the
Unpaid Dividend Account, prepare a statement containing the names, their last known addresses and the unpaid
dividend to be paid to each person and place it on the website of the company, if any, and also on any other website
approved by the Central Government for this purpose, in such form, manner and other particulars as may be prescribed.
If any default is made in transferring the total amount referred to in sub-section (1) or any part thereof to the Unpaid
Dividend Account of the company, it shall pay, from the date of such default, interest on so much of the amount as
has not been transferred to the said account, at the rate of twelve per cent. per annum and the interest accruing on such
amount shall ensure to the benefit of the members of the company in proportion to the amount remaining unpaid to
them.
Any money transferred to the unpaid dividend account of a company which remains unpaid or unclaimed for a period
of seven years from the date of such transfer, shall be transferred by the company to the Fund known as Investor
Education and Protection Fund established under section 125 of the Act and the Company shall send a statement in
the prescribed form of the details of such transfer to the authority which administers the said fund and that authority
shall issue a receipt to the Company as evidence of such transfer.
All shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more shall be
transferred by the Company in the name of the Investors Education and Protection Fund subject to the provisions of
the Act and Rules.
No unclaimed or unpaid dividend shall be forfeited by the Board.
ACCOUNTS
89. The Board shall from time to time determine whether and to what extent and at what times and places and under what
conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of
members not being directors. No member (not being a director) shall have any right of inspecting any account or book
or document of the company except as conferred by law or authorised by the Board or by the company in general
meeting.
WINDING UP
90. If the Company shall be wound-up, the assets available for distribution amongst the members shall (subject to any
rights attached to any new class of shares hereafter created) be applied in repayment of the capital paid up on the
387ordinary shares and any balance shall be distributed amongst the holders thereof in proportion to the number of
ordinary shares held by them respectively.
(i) If the Company shall be wound up whether voluntarily or otherwise, the liquidator may, with the sanction of
a special resolution of the Company and any other sanction required by the Act, divide among the members,
in specie or kind, the whole or any part of the assets of the Company, whether they shall consist of property
of the same kind or not.
(ii) For the above said purpose, the liquidator may set such value as he deems fair, upon any property to be
divided as aforesaid and may determine how such division shall be carried out as between the members or
different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories, as the liquidator, with the like sanction shall think fit, but so that
no member shall be compelled to accept any shares or other securities whereon there is any liability.
INDEMNITY
91. Directors and Officers right to Indemnify: Subject to the provisions of the Act, but without prejudice to any indemnity
to which a director may otherwise be entitled, every director or other officer or auditor of the Company shall be
indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings,
whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with
any application in which relief is granted to him by the court from liability for negligence, default, breach of duty, or
breach of trust in relation to the affairs of the Company. Not responsible for acts of other: Subject to the provisions of
the Act, no Directors, or Managing Director, Secretary or other Officer of the Company shall be liable for the acts,
receipts, neglects or defaults of any other Director or Officer, or for joining in any receipt or other act or conformity,
or for any loss or expenses happening to the Company through insufficiency or deficiency of title to any property
acquired by order of the Directors for or on behalf of the Company, or for the insufficiency or deficiency of any
security in or upon, which any of the monies of the company shall be invested or for any loss or damages arising from
the bankruptcy, insolvency or fortuitous act of any person, Company or corporation with whom any monies, securities
or effects shall be entrusted or deposited or for any loss occasioned by any error of judgement or oversight in his part,
or for any other loss or damages or misfortune whatever which shall happen in the execution of the duties of his office
or in relation thereto, unless the same happens through his own dishonesty.
388OTHERS
BORROWING POWERS
1. Subject to the provisions of the Act and of these Articles, the Board may from time to time borrow, raise, receive
payment of any sum or sums of money on deposit at interest or otherwise for the purpose of the Company or secure
the payment of any sum or sums of money not exceeding the aggregate of the paid-up capital of the Company and its
reserves (not being reserves set apart for any specific purpose) and Securities Premium. Provided, where the monies
to be borrowed, together with the monies already borrowed (apart from the temporary loans obtained from the
Company’s banker’s in the ordinary course of business) exceed the aforesaid aggregate, the Director shall not borrow
such monies without the consent of the Company in General Meeting.
2. Subject to the provisions of article 49 the Directors may, by a resolution passed at a meeting of the Board, raise and
secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they
think fit and in particular by the issue of bonds, perpetual or redeemable debentures of the Company or by the creation
of debenture stock charged upon all or any part of the assets of the Company (both present and future) including its
uncalled capital for the time being or by making, drawing, accepting or endorsing on behalf of the Company any
promissory notes or bills of exchange or other negotiable instruments or giving or issuing any other security of the
Company or by mortgage or charge or pledge of any loan, buildings, machinery, plant, goods or the property both
present and future. Whenever any uncalled capital of the Company is included in or charged by any mortgage or other
security, such mortgage or security may include an authority to the person in whose favour the same is executed or
any other person trust for him to make calls on the members in respect of such uncalled capital and the provisions
hereinbefore contained in regard to calls shall mutatis mutandis apply to calls made under such authority and such
authority may be made exercisable either conditionally or unconditionally and either presently or contingently and
either to the exclusion of the Directors’ powers or otherwise and shall be assignable if expressed so to be.
3. If the Directors or any of them or any other persons shall become personally liable for the payment of any sum primarily
due from the Company, the Directors may execute or cause to be executed any mortgage, charge or security over or
affecting the whole or any part of the assets of the Company by way of indemnity to save the Directors or persons so
becoming liable as aforesaid from any loss in respect of such liability.
RESERVE AND DEPRECIATION FUNDS
4. The Directors may from time to time before recommending any dividend set apart any such portion of the profits of
the Company as they think fit as a Reserve fund, Depreciation fund, Sinking fund, Capital redemption fund, Insurance
fund or any other Special fund, whether for depreciation or for repairing, improving, extending, or maintaining any of
the property of the Company or for any other purpose conducive to the interest of the Company.
5. All moneys carried to any reserve funds, depreciation fund respectively shall nevertheless remain and be profits of the
Company applicable subject to due provisions being made for actual loss or depreciation for the payment of dividend
and such moneys and all the other moneys of the Company may be invested by the Directors in or upon such
investments or securities as they may select or may be used as working capital or may be kept at any bank or deposit
or otherwise as the Directors may from time to time think proper.
MANAGING DIRECTOR/JOINT MANAGING DIRECTOR/ WHOLETIME DIRECTOR
6. Subject to the provisions of the Act and of these Articles, the Board shall have the power to appoint from time to
Managing Director / Joint Managing Director/ Deputy Managing Director or whole-time Director of the Company for
a fixed term not exceeding five years at a time and upon such terms and conditions as the Board thinks fit. The Board
may by resolution vest in such Managing Director / Joint Managing Director /Deputy Managing Director or whole-
time director such of the powers as it thinks fit and such powers may be made exercisable for such period or periods
and upon such conditions and subject to such restriction as it may determine. The remuneration of a Managing Director
/ Joint Managing Director, Deputy Managing Director or whole-time director may be by way of monthly payment,
fee, commission or by any other mode as may be permitted by the Act.
7. A director may be or become a director of any company promoted by the Company, or in which it may be interested
as a lender, shareholder or otherwise, and no such director shall be accountable for any benefits received as a Director
or shareholder of such company except in so far as section 197(4) or section 188(1)(f) of the Act may be applicable.
8. The office of a Director shall become vacant as per the provisions of section 167 of the act read with section 164 and
other applicable provisions of the Act.
389REMUNERATION OF DIRECTORS
9. The remuneration of a Directors may be such sum as may be fixed by the Board for each meeting of the Board or
Committee thereof attended by him. Further the Directors shall be paid such remuneration as may be from time to time
be determined by the Company in general meeting. The Directors may be paid all travelling, hotel, and other expenses
properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or
general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or
otherwise in connection with the discharge of their duties.
10. If any Director shall perform extra or special service or shall make any special exertion in going or residing abroad or
attempting to secure for the Company contracts, rights, privileges and information or otherwise howsoever for any of
the purposes of the Company, the Company shall remunerate such director in such manner as the Board may determine
and such remuneration may be either by a fixed salary or a percentage of profit or otherwise as may be authorised by
the Board.
POWERS OF DIRECTORS
11. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company
as are not, by the Act or by these Articles, required to be exercised by the Company in general meeting.
12. Subject to the restrictions contained in the Act, the Directors may delegate any of their powers to any committee
consisting of one or more Directors. They may also delegate to any managing director or any director holding any
other executive office such of their powers, as they consider desirable to be exercised by him. Any such delegation
may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of
their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with
two or more members shall be governed by the Articles regulating the proceedings of Directors so far as they are
capable of applying.
13. The Directors may from time to time and at any time by power of attorney appoint any Company, firm or person or
body of persons, whether nominated directly or indirectly by the Directors, to be attorney or attorneys of the Company
for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by
the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any
such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any
such attorney as the Directors may think fir and may also authorise any such attorney to delegate all or any of the
powers, authorities and discretions, vested in him.
14. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for monies
paid to the Company, shall be signed drawn, accepted, endorsed, or other-wise executed, as the case may be, in such
manner as the Directors shall from time to time by resolution determine.
REGISTERS, BOOKS AND DOCUMENTS
15. ^The Company shall maintain Registers, Books and documents as required by the Act and same shall be maintained
in conformity with the applicable provisions of the Act and shall be kept open for inspection by such persons as may
be entitled thereto respectively, under the Act, on such days and during such business hours as may, in this behalf, be
determined in accordance with the provisions of the Act and extracts shall be supplied to the persons entitled thereto
in accordance with the provisions of the Act. The Company shall cause to be kept a register and index of members in
accordance with all applicable provisions of the Companies Act, 2013 and the Depositories Act, 1996 with details of
shares held in physical and dematerialised forms in any medium as may be permitted by law including in any from of
electronic medium.
16. The Company may keep a Foreign Register of members in accordance with section 88 of the Act. The Directors may
from time to time make such provisions as they think fit in respect of the keeping of such Branch Registers of the
member and/or debenture holders.
AUDIT
17. Once at least in every year, the Accounts of the Company shall be examined and the correctness of the Profit and Loss
account and Balance sheet ascertained by one or more Auditors as provided in the Act.
SECRECY
18. Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Officer, Servant, Agent, Accountant
or other person employed in the business of the Company shall, if so required by the Directors, before entering upon
390his duties, sign a declaration pledging himself to observe strict secrecy respecting all customers and the state of
accounts with individuals and in matters relating thereto and, shall by such declaration pledge himself not to reveal
any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by
the Board or by Court of Law and except so far as be necessary in order to comply with any of the provisions of these
presents contained.
************************************************************
391SECTION X – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts (not being contracts entered into in the ordinary course of business carried
on by our Company) which are, or may be deemed material, have been entered or to be entered into by our Company. These
contracts and the documents for inspection referred to hereunder, copies of which will be attached to the copy of this Red
Herring Prospectus filed with the RoC, may be inspected at our Registered and Corporate Office, from 10.00 a.m. to 5.00 p.m.
on Working Days and will also be available on our website at https://www.electronicsbazaar.com/investor from the date of this
Red Herring Prospectus until the Bid/Issue Closing Date (except for such documents or agreements executed after the Bid/Issue
Closing Date).
Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without reference to the Shareholders, subject to
compliance with the provisions contained in the Companies Act and other relevant laws.
Material contracts to the Offer
1. Offer Agreement dated March 25, 2025 entered into among our Company, the Selling Shareholders and the BRLMs;
2. Registrar Agreement dated March 25, 2025 entered into between our Company, the Selling Shareholders and the
Registrar to the Offer;
3. Cash Escrow and Sponsor Bank(s) Agreement dated July 10, 2025 entered into among our Company, the Selling
Shareholders, the BRLMs, the Syndicate Members, Banker(s) to the Offer and the Registrar to the Offer;
4. Share Escrow Agreement dated July 10, 2025 entered into among the Selling Shareholders, our Company and the
Share Escrow Agent;
5. Syndicate Agreement dated July 10, 2025 entered into among the members of the Syndicate, our Company, the Selling
Shareholders and the Registrar to the Offer;
6. Underwriting Agreement dated [●] entered into among our Company, the Selling Shareholders, the Registrar to the
Offer and the Underwriters; and
7. Monitoring Agency Agreement dated July 4, 2025 entered into between our Company and the Monitoring Agency.
Material documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended until date;
2. Certificate of incorporation dated October 19, 2006 issued by the RoC, and a fresh certificate of incorporation dated
November 20, 2024 upon conversion into a public limited company and change in name of our Company to “GNG
Electronics Limited”;
3. Business transfer agreement dated February 17, 2020 executed between our Company and Amiable Electronics Private
Limited;
4. Board resolution of our Company dated December 4, 2024 authorizing the Offer and other related matters;
5. Shareholders’ resolution dated December 5, 2024 authorising the Fresh Issue and other related matters;
6. Resolution of our Board dated March 25, 2025 approving the Draft Red Herring Prospectus;
7. Resolution of our Board dated July 17, 2025 approving this Red Herring Prospectus;
8. Resolution dated July 17, 2025 passed by the Audit Committee approving the KPIs;
9. Consent dated July 17, 2025 from our Statutory Auditors, M/s. Shankarlal Jain & Associates LLP, Chartered
Accountants, to include their name as required under section 26 (5) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Red Herring Prospectus and as an “expert” as defined under section 2(38) of the Companies Act,
2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report dated
July 6, 2025 on the Restated Consolidated Financial Information; and (ii) the report dated July 7, 2025 on the statement
of special tax benefits available to our Company, our shareholders and the Material Subsidiary under the direct and
indirect tax laws in India and in United Arab Emirates (in case of the Material Subsidiary), included in this Red Herring
392Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term
“expert” and “consent” does not represent an “expert” or “consent” within the meaning under the U.S. Securities Act.
10. Written consent dated March 24, 2025 from the Practising Company Secretary, namely, M/s Nishant Bajaj &
Associates, Company Secretaries having the membership number F12990 as required under Section 26(5) of the
Companies Act 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an “expert” as defined
under Section 2(38) of the Companies Act, 2013.
11. The examination report dated July 6, 2025 of the Statutory Auditors on the Restated Consolidated Financial
Information;
12. Report issued by the Statutory Auditors dated July 7, 2025 on the statement of special tax benefits available to our
Company, our shareholders and the Material Subsidiary under the direct and indirect tax laws in India and in United
Arab Emirates (in case of the Material Subsidiary).
13. Certificate dated July 17, 2025 from our Statutory Auditors, M/s. Shankarlal Jain & Associates LLP, Chartered
Accountants, with respect to the basis of offer price;
14. Certificate dated July 17, 2025 from our Statutory Auditors, M/s. Shankarlal Jain & Associates LLP, Chartered
Accountants, with respect to our key performance indicators;
15. Certificate dated July 17, 2025 from our Statutory Auditors, M/s. Shankarlal Jain & Associates LLP, Chartered
Accountants, with respect to weighted average cost of acquisition per equity share;
16. Certificate dated July 17, 2025 from our Statutory Auditors, M/s. Shankarlal Jain & Associates LLP, Chartered
Accountants, with respect to employee stock options;
17. Certificate dated July 17, 2025 from our Statutory Auditors, M/s. Shankarlal Jain & Associates LLP, Chartered
Accountants, with respect to utilisation of the borrowings of our Company;
18. Certificate dated July 17, 2025 from our Statutory Auditors, M/s. Shankarlal Jain & Associates LLP, Chartered
Accountants, with respect to capitalisation statement;
19. Certificate dated July 17, 2025 from our Statutory Auditors, M/s. Shankarlal Jain & Associates LLP, Chartered
Accountants, with respect to outstanding dues to creditors;
20. Certificate dated July 17, 2025 from our Statutory Auditors, M/s. Shankarlal Jain & Associates LLP, Chartered
Accountants, with respect to prepayment and/or repayment, in full or in part, of all or a portion of certain outstanding
borrowings availed by the Company and its subsidiary;
21. Copies of annual reports of our Company as of and for the Fiscals 2025, 2024 and 2023;
22. Consents of banker(s) to our Company, the BRLMs, Registrar to the Offer, Banker(s) to the Offer, Legal Counsel to
our Company as to Indian Law, Syndicate Members, Directors and Company Secretary and Compliance Officer to act
in their respective capacities;
23. Industry report titled “Electronics Refurbishment Industry Report” dated July 4, 2025 prepared by 1Lattice and
commissioned and paid for by our Company, available on our Company’s website at
https://www.electronicsbazaar.com/investor;
24. Consent letter dated July 5, 2025, issued by 1Lattice with respect to the report titled “Electronics Refurbishment
Industry Report”;
25. Tripartite agreement dated October 15, 2024, among our Company, NSDL and Registrar to the Offer;
26. Tripartite agreement dated October 14, 2024, among our Company, CDSL and the Registrar to the Offer;
27. Due diligence certificate to SEBI from the BRLMs dated March 25, 2025;
28. In-principle listing approvals, each dated May 7, 2025, from BSE and NSE, respectively; and
29. SEBI observation letter bearing reference number SEBI/HO/CFD/RAC-DIL1/P/OW/2025/16548/1 and dated June 20,
2025.
393DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with, and no
statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are true and
correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sharad Khandelwal;
(Managing Director)
Place: Mumbai, Maharashtra
Date: July 17, 2025
394DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with, and no
statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are true and
correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Vidhi Sharad Khandelwal
(Non-Executive Director)
Place: Mumbai, Maharashtra
Date: July 17, 2025
395DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with, and no
statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are true and
correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Ajay Pancholi
(Non-Executive Non-Independent Director)
Place: Mumbai, Maharashtra
Date: July 17, 2025
396DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with, and no
statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are true and
correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Amit Midha
(Non-Executive Non-Independent Director)
Place: Riyadh, Saudi Arabia
Date: July 17, 2025
397DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with, and no
statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are true and
correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sheetalkumar Dak
(Independent Director)
Place: Mumbai, Maharashtra
Date: July 17, 2025
398DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with, and no
statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are true and
correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Rinku Vikas Arora
(Chairperson and Independent Director)
Place: Mumbai, Maharashtra
Date: July 17, 2025
399DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with, and no
statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Red Herring Prospectus are true and
correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
Raakesh Jagdish Jhunjhunwala
(Chief Financial Officer)
Place: Mumbai, Maharashtra
Date: July 17, 2025
400DECLARATION
I, Sharad Khandelwal, in my capacity as a Promoter Selling Shareholder, hereby certify that all statements, disclosures and
undertakings made or confirmed by me in this Red Herring Prospectus in relation to myself as a Promoter Selling Shareholder
and my respective portion of the Offered Shares are true and correct. I assume no responsibility as a Promoter Selling
Shareholder, for any other statements, disclosures and undertaking including, any of the statements made or confirmed by or
relating to the Company or any other Promoter Selling Shareholder or any other person(s) in this Red Herring Prospectus.
SIGNED BY THE PROMOTER SELLING SHAREHOLDER
_________________________
Sharad Khandelwal
(Promoter Selling Shareholder)
Place: Mumbai, Maharashtra
Date: July 17, 2025
401DECLARATION
I, Vidhi Sharad Khandelwal, in my capacity as a Promoter Selling Shareholder, hereby certify that all statements, disclosures
and undertakings made or confirmed by me in this Red Herring Prospectus in relation to myself as a Promoter Selling
Shareholder and my respective portion of the Offered Shares are true and correct. I assume no responsibility as a Promoter
Selling Shareholder, for any other statements, disclosures and undertaking including, any of the statements made or confirmed
by or relating to the Company or any other Promoter Selling Shareholder or any other person(s) in this Red Herring Prospectus.
SIGNED BY THE PROMOTER SELLING SHAREHOLDER
_________________________
Vidhi Sharad Khandelwal
(Promoter Selling Shareholder)
Place: Mumbai, Maharashtra
Date: July 17, 2025
402DECLRATION
We, Amiable Electronics Private Limited, a Promoter Selling Shareholder, hereby certify that all statements, disclosures and
undertakings made or confirmed by us in this Red Herring Prospectus in relation to ourselves, as a Promoter Selling Shareholder
and our respective portion of the Offered Shares are true and correct. We assume no responsibility as a Promoter Selling
Shareholder, for any other statements, disclosures and undertaking including, any of the statements made or confirmed by or
relating to the Company or any other Promoter Selling Shareholder or any other person(s) in this Red Herring Prospectus.
SIGNED BY THE PROMOTER SELLING SHAREHOLDER
_________________________
For and on behalf of Amiable Electronics Private Limited
(Promoter Selling Shareholder)
Name: Sharad Khandelwal
Designation: Director
Place: Mumbai, Maharashtra
Date: July 17, 2025
403