The Board of Directors (“Board”) of Electronics Mart India Limited (“EMIL” or “Company”) are pleased to present the 08^th Integrated
Annual Report on the Company’s business operations and financial performance along with the Audited Financial Statements for the year ended
31^st March 2026.

1. FINANCIAL PERFORMANCE

The Company’s financial performance for the period ended 31^st March 2026 is summarised below:

Note:

1. No material changes or commitments affecting the financial position of the Company have occurred between the close of the
financial year and the date of this Report.

2. During the year under review, there has been no change in the nature of the Company’s business.

Consolidated Financial Statements:

On a Consolidated basis, the financial performance of your

Company during 2025—26 is summarised below:

^ Total Income increased by 6.69% to ''71,914.50 Million
in 2025—26, compared with ''67,404.46 Million in 2024—
25.

> EBITDA stood at ''4,382.09 Million in 2025-26 as
compared to ''4,511.15 Million in 2024—25, reflecting
a marginal decline in operating performance during the
year.

^ Profit After Tax (PAT) stood at ''1,071.38 Million in
2025-26, as against ''1,604.86 Million in 2024-25.

Standalone Financial Results:

On a standalone basis, the financial performance of your

Company during 2025-26 is summarised below:

^ Total Income increased by 6.69% to ''71,914.26 Million
in 2025-26, compared with ''67,404.13 Million in 2024—
25.

> EBITDA stood at ''4,382.74 Million in 2025-26 as
compared to ''4,511.83 Million in 2024-25, reflecting
a marginal decline in operating performance during the
year.

^ Profit After Tax (PAT) stood at ''1,071.80 Million in
2025-26, as against ''1,605.21 Million in 2024-25.

The operational and financial performance of your Company
during the year under review is discussed in detail in the
Management Discussion and Analysis Report, which forms an
integral part of this Report.

The Audited Standalone and Consolidated Financial Statements
of your Company for the financial year ended 31^st March
2026 have been prepared in accordance with the applicable
Indian Accounting Standards (Ind AS), the provisions of
the Companies Act, 2013 (“the Act”), and Regulation 33 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”). These
Financial Statements form an integral part of this Integrated
Annual Report.

2. STATE OF COMPANY’S AFFAIRS

During 2025-26, your Company continued its growth
trajectory, strengthening its leadership position in the
consumer electronics and home appliances retail sector.
Backed by increasing consumer demand, rapid technological
advancements, and a growing preference for organised retail,
the Company remained focused on expanding its market
presence, enhancing customer experience, and creating long¬
term value for its stakeholders.

During the year under review, your Company recorded revenue
of over ''71,000 Million and expanded its retail footprint by
opening 29 new stores, further strengthening its presence
across key markets. The Company continues to pursue a
disciplined expansion strategy while reinforcing its position as
one of India’s leading multi-brand electronics and consumer
durable retailers.

As part of its strategic business initiatives, the Company
further strengthened its premium lifestyle and entertainment
portfolio by establishing partnerships with several
internationally renowned brands in the fields of professional
audio, video, lighting, and allied technologies. These
collaborations significantly enhance the product offerings
under the Company’s Audio & Beyond brand and reinforce
its commitment to delivering world-class premium technology
solutions to customers.

In line with its long-term business strategy and continued
focus on its core multi-brand retail operations, the Company
divested its IQ business, comprising its Apple Exclusive Brand
Outlet (Apple EBO) stores, by transferring the operations of
four retail stores on a going concern basis, excluding inventory
(stock). This strategic realignment enables the Company to
strengthen its focus on its core business segments, optimise
resource allocation, and drive sustainable long-term growth.
During the year, an accidental fire occurred at one of the
Company’s warehouse facilities. There were no fatalities or
injuries arising from the incident. The Company promptly
initiated the necessary response measures, also lodged the
insurance claim in accordance with the terms of the insurance
policy. The financial impact of the incident has therefore
been substantially mitigated through insurance coverage.
The warehouse was restored and is now fully functional, and
the incident has not had any material adverse impact on the
Company’s overall business operations.

The Company also continued to strengthen its strategic
collaboration with The Charcoal Project (TCP), India’s premier
luxury interior design brand. The flagship design and lifestyle
gallery in Hyderabad is expected to further establish itself as
a destination for luxury interiors, smart home solutions, and
premium lifestyle experiences. The collaboration aligns with
the Company’s long-term vision of expanding into high-
value experiential retail formats by integrating cutting-edge
home technology with world-class design solutions, thereby
creating differentiated customer experiences and unlocking
new growth opportunities.

Your Company remains committed to sustainable growth
through strategic expansion, operational excellence,
technology-led innovation, and customer-centric initiatives.

With a robust business model, strong brand equity, and a
prudent growth strategy, the Company is well-positioned to
capitalise on emerging opportunities and continue delivering
long-term value to its stakeholders.

The Company operates across three business segments, namely
retailing, wholesaling, and e-commerce, with a diversified
product portfolio comprising mobile phones, large consumer
durables, small appliances, IT products, and other consumer
electronics. As of 31^st March 2026, the Company operates 223
retail stores with an aggregate retail area of approximately
1.94 Million sq. ft. The Company offers a comprehensive
portfolio of over 100 leading brands and more than 8,000
stock-keeping units (SKUs), catering to the evolving needs of
its customers.

The retail segment continues to be the primary contributor to
the Company’s business, accounting for approximately 99% of
total revenue, while the wholesale and e-commerce segments
collectively account for the remaining 1%.

During the year under review, the Company achieved another
significant milestone by recording its highest-ever revenue,
exceeding ''71,000 Million, reflecting the strength of its
business model, disciplined execution, and sustained customer
confidence.

During the year under review, your Company recorded broad-
based growth across most of its key product categories,
reflecting sustained consumer demand and the strength of its
diversified product portfolio. On a consolidated basis, revenue
increased to ''71,832.62 Million in 2025—26 from ''67,313.06
Million in the previous financial year.

Mobiles & Laptops continued to be the largest contributor to
the Company’s revenue and registered healthy growth during
the year. The Home Entertainment, Refrigerators, Washing
Machines, Kitchenware Appliances, and Others categories
also recorded positive growth, demonstrating the Company’s
ability to cater to evolving consumer preferences through a
comprehensive product portfolio.

The Air Conditioners & Coolers category witnessed a decline
during the year, primarily due to seasonal factors and category-
specific demand dynamics. Despite this, the Company’s
diversified product mix and continued focus on operational
excellence enabled it to deliver sustained revenue growth.

The detailed category-wise sales performance is presented in
the accompanying chart, while a comprehensive review of the
Company’s operational and business performance forms part
of the Management Discussion and Analysis Report, which is
included in this Annual Report.

During the year under review, your Company’s retail business continued to register healthy growth across all operating clusters, reflecting the
effectiveness of its expansion strategy, strong brand presence, and sustained consumer demand.

The Telangana continued to be the largest contributor to retail sales, supported by a well-established store network and strong customer traction
across key product categories.

The Andhra Pradesh also recorded steady growth, driven by consistent demand and the Company’s continued focus on strengthening its
presence in the region.

The Delhi (North India) delivered the highest year-on-year growth among all regions, reflecting the Company’s increasing brand acceptance and
the successful expansion of its retail operations in the northern market. The strong performance across all clusters resulted in an overall growth
in retail sales during 2025—26.

The balanced contribution from all operating clusters demonstrates the resilience of your Company’s retail business, the effectiveness of its
geographic diversification strategy, and its continued focus on expanding its market presence while delivering an enhanced customer experience.

3. DIVIDEND

With a view to preserving financial flexibility and supporting
the Company’s strategic growth initiatives and future expansion
plans, the Board of Directors has not recommended any
dividend for the Financial Year 2025—26. The Dividend
Distribution Policy of the Company is available on the
Company’s website at https://investors.electronicsmartindia..
com/

4. CREDIT RATING

During the year under review, India Ratings and Research
(IRR) revised the Outlook on the Company’s Bank Loan
Facilities from ‘Positive’ to ‘Stable’, while reaffirming the long¬
term issuer rating at IND A’. The reaffirmation of the rating
reflects the Company’s strong business fundamentals, prudent
financial management, and stable credit profile.

5. CHANGES IN PAID-UP SHARE CAPITAL

There was no change in the Company’s Authorised and Paid-
up Share Capital during 2025-26. The capital structure of the
Company as on 31^st March 2026 was as follows: -

6. TRANSFER TO RESERVES

There is no amount proposed to be transferred to the Reserves.
The closing balance of Standalone and Consolidated retained
earnings of your Company for 2025-26, after appropriations
and adjustments, was '' 8577.63 Million and '' 8579.30 Million,
respectively.

7. SUBSIDIARIES/ ASSOCIATES OR JOINT
VENTURES

The Company has two subsidiaries:

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing salient features of the financial
statements of the Company’s subsidiaries as required in Form
AOC 1 is appended as Annexure-1 to this Report.

The policy for determining material subsidiaries is available
on the web site of the Comp any at https://investors.
electronicsma.rtindia.com/.

8. PARTICULARS OF LOANS, GUARANTEES, OR
INVESTMENTS

During the 2025-26, the Company did not make any loans,
provide any guarantees or securities, or make any investments
requiring disclosure under the provisions of Section 186 of
the Companies Act, 2013.

9. MANAGEMENT DISCUSSION AND ANALYSIS

A comprehensive Management Discussion and Analysis
Report (MDAR), prepared in accordance with the applicable
provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented separately and
forms an integral part of this Integrated Annual Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March 2026, the Composition of the Board of
Directors is in due compliance with the Companies Act, 2013
and SEBI Listing Regulations, comprising six (06) Directors,
including three Executive Directors and three Non-Executive
Independent Directors. The Board includes two Women
Directors, one of whom is an Independent Director, ensuring

compliance with the applicable statutory and regulatory
requirements while promoting diversity and effective
governance. Further details on the composition of the Board
and its Committees, the skills and expertise of the Directors,
and the Company’s governance framework are set out in the
Corporate Governance Report forming an integral part of this
Integrated Annual Report.

Changes in Director:

There was no change in the Directors or Key Managerial
Personnel of the Company during the year under review

Re-appointment of Directors

In accordance with the provisions of Section 152 of the Act,
read with rules made thereunder and Articles of Association
of the Company, Mr. Karan Bajaj (DIN: 07899639), who
retires by rotation and being eligible, offers himself for re¬
appointment at the ensuing 08^th Annual General Meeting
(AGM).

Independent Directors’ Declaration of Independence

The Company has, inter alia, received the requisite
declarations from all the Independent Directors confirming
that they continue to meet the criteria of independence as
prescribed under the Companies Act, 2013 (“the Act”) and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”). The
Independent Directors have further confirmed that there has
been no change in the circumstances affecting their status as
Independent Directors and have affirmed their compliance
with the Code for Independent Directors as prescribed under
Schedule IV to the Act.

Pecuniary Relationship of Independent Directors

During the year under review, the Independent Directors
had no pecuniary relationship or transactions with the
Company, except for the payment of sitting fees, commission,
and reimbursement of expenses, wherever applicable, in
accordance with the provisions of the Act and the applicable
regulations.

Directors’ Eligibility and Disqualification

None of the Directors of the Company is disqualified
from being appointed or continuing as a Director under the
provisions of Section 164 of the Act. Further, none of the
Directors has been debarred or disqualified from holding the
office of Director by the Securities and Exchange Board of
India (SEBI), the Ministry of Corporate Affairs (MCA), or any
other statutory or regulatory authority.

Code of Conduct

All the Directors, Key Managerial Personnel and Senior
Management Personnel have affirmed compliance with the
Company’s Code of Conduct for the financial year 2025—
26, reaffirming the Company’s commitment to the highest
standards of ethics, integrity, transparency, and corporate
governance.

11. NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, the Board of Directors
met five (5) times. The gap between any two consecutive
Board Meetings did not exceed one hundred and twenty
days, in compliance with the provisions of Section 173 of
the Companies Act, 2013 read with Secretarial Standard on

Meetings of the Board of Directors (SS-1) issued by the
Institute of Company Secretaries of India and Regulation
17(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The requisite quorum was
present throughout all the meetings.

The details of the Board Meetings held during the year, and
the attendance of the Directors there at are provided in the
Corporate Governance Report, which forms an integral part
of this Integrated Annual Report.

12. INDEPENDENT DIRECTORS’ MEETING

The meeting of Independent Directors was held on 21^st May
2025, without the attendance of Non-Independent Directors
and members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors,
the Committees and the Board as a whole, along with the
performance of the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive
Directors and assessed the quality, quantity and timeliness of
flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably
perform their duties.

13. ANNUAL PERFORMANCE EVALUATION OF THE
BOARD

The Board has adopted a formal mechanism for evaluating
its own performance, as well as that of its Committees
and individual Directors, including the Chairman of the
Board. The evaluation was conducted through a structured
assessment process covering various aspects of the Board’s
functioning, including its composition, diversity of experience
and competencies, effectiveness of the Committees, discharge
of statutory and fiduciary duties, quality of participation
and contribution during meetings, exercise of independent
judgment, governance practices, and overall effectiveness in
discharging its responsibilities.

Evaluator — Evaluatee — process - parameters

As part of the annual performance evaluation process,
evaluation forms were circulated to all the Directors to enable
an objective and comprehensive assessment. The performance
of each Director, including the Independent Directors, was
evaluated by the Nomination and Remuneration Committee
in accordance with the Board Evaluation Policy of the
Company. Based on the evaluation, the Board noted a high
level of commitment and active participation by the Directors
in the affairs of the Company. The overall feedback received
was positive, reflecting the Board’s effectiveness in providing
strategic guidance, maintaining robust governance standards,
and contributing to the long-term growth of the Company.

The manner in which the performance evaluation was carried
out is detailed in the Corporate Governance Report, which
forms an integral part of this Integrated Annual Report.

The policy on Board Evaluation is available on the website of
the Company at https://investors.electronicsmartiudia.com/.

14. POLICY ON DIRECTORS’ APPOINTMENT &
REMUNERATION

Pursuant to the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 read with Schedule II (Part
D) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors, on
the recommendation of the Nomination and Remuneration
Committee, has adopted a Nomination and Remuneration
Policy for the appointment and remuneration of Directors,
Key Managerial Personnel (“KMP”) and Senior Management
Personnel.

The Policy, inter alia, lays down the criteria for the identification,
appointment and remuneration of Directors, Key Managerial
Personnel and Senior Management Personnel, while also
promoting Board diversity. We affirm that the remuneration
paid to the Directors during the financial year is in accordance
with the said Policy.

The Nomination and Remuneration Policy is available
on the Comp any’s web site at https://investors.

electronicsmartindia.com/.

The disclosures required under Section 197 of the Companies
Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, form
part of Annexure — 2 to this Report.

15. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
has received declarations from all the Independent Directors
confirming that they continue to meet the criteria of
independence prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations.

Based on the declarations received, the Board is of the
opinion that the Independent Directors possess the requisite
integrity, expertise, experience, and proficiency to discharge
their duties effectively. The Independent Directors have also
confirmed that they are registered with the Independent
Directors’ Databank maintained by the Indian Institute of
Corporate Affairs (IICA) and have either completed the online
proficiency self-assessment test or are exempt from the same,
in accordance with the provisions of the Act.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Act

with respect to the Directors’ Responsibility Statement, the

Board of Directors of your Company state that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b) the directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit and loss
of the Company for the reporting year;

c) the directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a
going concern basis;

e) the directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

f) the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

17. COMMITTEES OF THE BOARD

The Board has constituted 7 committees, consisting of

05 Statutory committees and 02 Non-Statutory functional

committees as mentioned below:

The details of various Committees constituted by the Board,
including their terms of reference, the number of meetings
held during the financial year 2025-26, and the attendance, are
given in the Corporate Governance Report, which forms part
of this Integrated Annual Report.

18. INTERNAL CONTROLS SYSTEM AND THEIR
ADEQUACY

The Company has in place a robust internal financial control
framework that is commensurate with the scale, nature and
complexity of its operations. The framework is designed to
promote operational efficiency, safeguard the Company’s
assets, ensure the accuracy and reliability of financial and
operational information, and facilitate compliance with
applicable laws, regulations and internal policies.

The Company’s control environment is strengthened through
clearly defined policies, standardised operating procedures
and an integrated SAP ERP platform, enabling seamless
processing of transactions, enhanced financial discipline and
system-driven controls with minimal manual intervention.
The effectiveness of these controls is continuously
monitored through periodic management reviews and process
improvements.

The Internal Auditors undertake risk-based audits covering
key business processes, and their observations, along with
the implementation status of corrective actions, are regularly
reviewed by the Audit Committee. In addition, the Statutory
Auditors conduct a limited review of the quarterly financial
results and audit the annual standalone and consolidated
financial statements.

Based on the evaluation carried out during the financial year,
the Board is satisfied that the Company’s internal financial
controls with reference to the financial statements are adequate
and were operating effectively as at 31^st March 2026.

19. RISK MANAGEMENT

Pursuant to the provisions of Regulation 21 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has constituted a Risk
Management Committee (RMC) to oversee the Company’s
robust risk management framework for identifying, assessing,
monitoring and mitigating risks that may impact its business
and operations.

The Company maintains a comprehensive Risk Register,
in which identified risks are assigned to designated Risk
Champions responsible for monitoring them, implementing
mitigation measures, and periodically updating their status.
The Risk Management Committee regularly reviews the Risk
Register, evaluates the effectiveness of mitigation plans and
identifies emerging risks to ensure the framework remains
dynamic and effective.

The Risk Management Committee meets in compliance
with the requirements of Regulation 21 of the SEBI
Listing Regulations, ensuring that the interval between any
two consecutive meetings does not exceed 210 days, and
periodically reports its recommendations to the Board.

20. BOARD POLICIES

The Corporate Governance Report details various policies
approved and adopted by the Board as required under the
Act and SEBI Listing Regulations. The duly approved Board
Policies are available on the website of the Company at
https://investors.electronicsmartindia.com/.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company remains committed to creating long-term
social value through its Corporate Social Responsibility (CSR)
initiatives. For the financial year 2025-26, an annual CSR budget
of '' 42.23 Million was earmarked and is being utilised in line
with the approved Annual Action Plan and the Company’s
CSR Policy. During the year, the Company’s CSR efforts were
primarily directed towards education and healthcare, with an
emphasis on delivering sustainable and inclusive community
development.

The implementation of CSR projects is undertaken through
the Company’s wholly owned Section 8 subsidiary, EMIL CSR
Foundation, which enables focused execution, monitoring and
evaluation of CSR programmes. The CSR Committee provides
strategic oversight by periodically reviewing the progress of
the approved initiatives and monitoring their implementation.
The CSR Policy and the Annual Action Plan are available on
the Company’s website at https://electronicsmartindia.com/.
The Annual Report on CSR Activities, prepared in accordance
with Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, forms part of this Report as Annexure-3.

22. CORPORATE GOVERNANCE REPORT

Your Company places the highest importance on maintaining
strong corporate governance standards and is committed
to conducting its affairs with transparency, integrity and
accountability in the best interests of all its stakeholders.

The Corporate Governance Report, together with the
Auditor’s Certificate on compliance with the requirements of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms an integral part of this Annual
Report.

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to the requirements of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report (BRSR), highlighting
the Company’s approach towards Environmental, Social and
Governance (ESG) performance and responsible business
practices, forms an integral part of this Annual Report.

24. AUDITORS AND AUDIT REPORTa. Statutory Auditor & Auditors’ Report

Walker Chandiok & Co. LLP, Chartered Accountants
(Firm’s Registration Number 001076N / N500013), was
appointed as Statutory Auditors of the Company at the
Sixth Annual General Meeting held on 30^th August 2024
for their second term of 04 years.

The Statutory Auditors issued an unmodified opinion
on the financial statements for the financial year 2025¬
26. The Statutory Auditors’ Report on standalone and
consolidated financial statements, along with Notes to
Schedule for the Financial Year ended 31^st March 2026,
are enclosed in this Integrated Annual Report.

b. Secretarial Auditor & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the
Comp anies Act, 2013, read with the rules made
thereunder and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Members of the Company, at the 07^th Annual
General Meeting held during the financial year 2025—
26, appointed M/s. VSSK & Associates, Company
Secretaries, Hyderabad, as the Secretarial Auditors of the
Company for a term of five (05) consecutive years.

The Secretarial Audit Report for the financial year
2025—26, issued by M/s. VSSK & Associates, Company
Secretaries, is annexed to this Report as Annexure-4.
The said Report does not contain any qualification,
reservation, adverse remark or disclaimer.

c. Cost Records and Cost Audit:

The provisions of Section 148 of the Act relating to
the maintenance of cost records and cost audit are not
applicable to the Company.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the
Comp anies Act, 2013, the Board of Directors has
appointed Guru & Jana, Chartered Accountants, as the
Internal Auditors of the Company for a term of five
years, commencing from the financial year 2023-24 and
continuing up to the financial year 2027-28.

The Internal Auditors conduct periodic internal audits
covering the Company’s operational, financial, and compliance
processes. Their audit observations, recommendations, and
the status of corrective actions taken by the Management
are reviewed by the Audit Committee on a quarterly basis
to ensure the adequacy and effectiveness of the Company’s
internal control framework.

25. REPORTING OF FRAUDS BY AUDITORS

During the financial year ended 31^st March 2026, neither the
Statutory Auditors, the Secretarial Auditors nor the Internal
Auditors have reported any instance of fraud committed
in the Company by its officers or employees under Section
143(12) of the Companies Act, 2013.

26. CONSOLIDATED FEES PAID TO STATUTORY
AUDITORS

The details of total fees for all services paid by the listed entity
and its subsidiaries, on a consolidated basis, to the Statutory
Auditors, are mentioned in Note 27 of the Consolidated
Financial Statement, which forms part of this Integrated
Annual Report.

27. SECRETARIAL STANDARDS

During the reporting year, the Company has complied with
all the applicable provisions of Secretarial Standard-1 and
Secretarial Standard-2 issued by the Institute of Company
Secretaries of India.

28. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return as
of 31^st March 2026 prepared in accordance with Section 92(3)
of the Act in Form MGT-7 is made available on the website of
the Company at https://investors.electronicsmartindia.com/.

29. TRANSACTIONS WITH RELATED PARTY

All related party transactions entered into by the Company
during the financial year were in the ordinary course of business
and on an arm’s length basis. All such transactions were
reviewed and approved by the Audit Committee in accordance
with the applicable provisions of the Companies Act, 2013,
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the Company’s Policy on Related Party
Transactions. The Company did not enter into any material
related party transaction requiring approval under Section 188
of the Companies Act, 2013 or the applicable provisions of
the SEBI Listing Regulations.

Accordingly, the disclosure of related party transactions in
Form AOC-2, as prescribed under Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, is not applicable.

The Policy on Related Party Transactions is available on the
Company’s website at https://investors.electronicsmartind.ia.
com/.

30. PREVENTION OF SEXUAL HARASSMENT AT THE
WORKPLACE

The Company is committed to providing a safe, secure,
and inclusive workplace and has adopted an Anti-Sexual

Harassment Policy in accordance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act”). The
Policy is available on the Company’s website at https://
investors.electronicsmartindia.com/.

During the financial year, with a view to strengthening
governance and ensuring uniformity in the complaint
redressal mechanism across the organisation, the company
reconstituted the existing regional Internal Committee into a
Centralised Internal Committee. The reconstituted Committee
has also been duly registered on the SHe-Box Portal of the
Ministry of Women and Child Development. The Internal
Committee meets on a quarterly basis to review compliance,
create awareness, and oversee the effective implementation of
the POSH framework across the Company.

During the financial year, the Company received four
complaints relating to sexual harassment. All the complaints
were duly investigated and resolved in accordance with the
provisions of the POSH Act and the Company’s Policy. No
complaint remained pending as on 31^st March 2026, and no
complaint was pending for more than ninety days.

31. MATERNITY BENEFITS

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company
is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women employees
are provided with maternity benefits as prescribed under the
Maternity Benefit Act, 1961, including paid maternity leave,
nursing breaks, and protection from dismissal during maternity
leave.

The Company also ensures that no discrimination is made in
recruitment or service conditions on the grounds of maternity.
Necessary internal systems and HR policies are in place to
uphold the spirit and letter of the legislation

32. VIGIL MECHANISM

The Company has a robust vigil mechanism in place, which is
in conformity with the provisions of the Act and SEBI Listing
Regulations. The said policy provides appropriate avenues to
the directors, employees and stakeholders of the Company to
make protected disclosures in relation to matters concerning
the Company and the same is available at the website of the
Company https://investors.electronicsmartindia.com/.

This mechanism also provides for adequate safeguards
against victimisation of Director(s)/employee(s) who avail
of the mechanism and also provides for direct access to the
Chairman of the Audit Committee in exceptional cases. The
details of the Whistle Blower Policy and the Committee that
oversees compliance are explained in detail in the Corporate
Governance Report.

33. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS,
AND OUTGO

The information on conservation of energy, technology
absorption, and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with Rule
8 of The Companies (Accounts) Rules, 2014, as amended, is
provided as Annexure — 5 of this report.

34. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items, as there were no
transactions/events on these items during the reporting year:

1. Issue of equity shares with differential rights as to
dividend, voting, or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to
employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or
Courts or Tribunals that impact the going concern status
and your Company’s operation in the future.

4. Voting rights that are not directly exercised by the
employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as
there is no scheme pursuant to which such persons can
beneficially hold shares as envisaged under Section 67(3)
(c) of the Act).

5. The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013,
and the Companies (Acceptance of Deposits) Rules,
2014.

6. No director of the Company is in receipt of any
remuneration or commission from any of its subsidiary
companies, and the Company has no holding company.

7. During the financial year, the Company has not borrowed
any amount(s) from Directors and/or their relatives.

8. No Application made or any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.

9. No One-time settlement of loans obtained from Banks
or Financial Institutions.

10. No amount was required to be transferred to the Investor
Education and Protection Fund.

11. The Company does not maintain any Demat Suspense/
Unclaimed Suspense Account and accordingly, the
disclosure pertaining as required under Schedule V
Para F of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable to the
Company for the period under review.

12. No material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year to which this financial statement
relates and the date of this report.

13. The Company has not issued any shares with differential
rights and hence no information as per provisions of
Section 43(a)(ii) of the Act is furnished.

ACKNOWLEDGMENT

The Board of Directors places on record its sincere appreciation
for the dedication, commitment, and valuable contributions of all
employees, whose continued efforts have been instrumental in the
Company’s sustained growth and success.

The Board also extends its heartfelt gratitude to the Company’s
customers, shareholders, business associates, vendors, bankers,
financial institutions, government and regulatory authorities, stock
exchanges, and all other stakeholders for their continued trust,
support, and cooperation throughout the financial year. The Board
looks forward to their continued partnership in the years ahead.

For and on behalf of the Board of Directors
Pavan Kumar Bajaj

Date: 29^th August 2026 Chairman and Managing Director

Place: Hyderabad DIN: 07899635

Your Directors are pleased to present the 07 ^th Integrated Annual Report on the Company’s business operations and financial performance along
with the Audited Financial Statements for the year ended 31^st March 2025.

1. FINANCIAL PERFORMANCE

The Company’s financial performance for the period ended 31^st March 2025 is summarised below:

(? in Million)

Note:

1. No material changes and commitments affecting the financial position of your Company have occurred between the end of the
financial year and the date of this report.

2. Further, the nature of the business of your Company has remained the same.

Consolidated Financial Statements:

• Total Income increased by 10.78% to '' 69,739.66 Million
in 2024-25 vs '' 62,954.79 in 2023-24.

• EBITDA increased to '' 4,505.30 Million in 2024-25
from '' 4,494.50 Million in 2023-24.

• PAT reported ''1600.48 Million in 2024-25 vs '' 1,839.47
Million in 2023-24.

Standalone Financial Results:

On a standalone basis, your Company had:

• Total Income increased by 10.78% to '' 69,739.33 Million
in 2024-25 vs '' 62,954.50 in 2023-24.

• EBITDA increased to '' 4,505.98 Million in 2024-25
from '' 4,495.15 Million in 2023-24.

• PAT reported '' 1600.83 Million in 2024-25 vs '' 1,839.83
Million in 2023-24.

Your Company’s operational performance has been
comprehensively discussed in the Management
Discussion and Analysis Report, which forms part of
this Report.

The Audited Consolidated and Standalone Financial

Statements of your Company as of 31^st March 2025, prepared

as per the relevant applicable Ind AS and Regulation 33 of

the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (to be referred as “SEBI Listing Regulations”)
and provisions of the Companies Act, 2013 (“the Act”), form
part of this Integrated Annual Report.

2. STATE OF COMPANY’S AFFAIRS

During 2024-25, the Company continued to grow sustainably
in consumer electronics and durables, retaining its position as
the largest electronics retailer in Southern India in terms of
revenue. With growing disposable income, increased internet
penetration, and technology upgradations, the Company will
continue to achieve its vision and mission.

The Company has crossed a milestone of '' 65,000 Million
in revenue and opened 44 new stores during 2024-25,
thereby reaching the total store count of 200. Currently,
the Company operates under 06 brand names, namely, Bajaj
Electronics in South India, Electronics Mart in North India,
IQ, Kitchen Stories, Easy Kitchens, and Audio & Beyond.

The Company has joined hands with The Charcoal Project
(TCP), India’s premier luxury interior design label founded by
Sussanne Khan, to unveil a flagship design and lifestyle gallery
in Jubilee Hills, Hyderabad. Spanning over 35,000 square feet
across six levels, the gallery marks TCP’s debut in South India
and integrates premium home interiors with smart living
solutions.

The collaboration brings together EMIL’s strengths in home technology, such as automation systems, audio-visual integration, lighting,
and connected appliances, with TCP’s curated interior environments. The space is designed as an immersive experience centre, offering
concept-based floors showcasing international design brands, bespoke furniture, luxury wall treatments, and cutting-edge tech-enabled
setups.

One of the highlights of the TCP Hyderabad gallery is the inclusion of a floor dedicated to Gauri Khan Designs, adding further depth
and appeal. This co-creative space celebrates the aesthetic synergy between two of India’s most influential designers, Sussanne Khan and
Gauri Khan.

Launched in February 2025, the event drew significant attention from the design fraternity, celebrities, and tastemakers, positioning the
gallery as a landmark in luxury lifestyle retail. The collaboration underscores EMIL’s intent to diversify customer engagement by blending
technology with high-end experiential spaces.

Based on consolidated financial statements:

('' in Million)

The Company operates in three segments, namely, retailing,
wholesaling and e-commerce, with a sales mix of mobile, large
electronics appliances and small appliances, IT & others. As
on 31^st March 2025, EMIL has a total 200 retail stores with a
total area of 1.76 Million sq. ft. The Company has a diversified
product portfolio comprising over 100 brands and more than
8,000 stock-keeping units (SKUs).

The retail segment accounts for 99% of the total revenue
of the Company, and the remaining 1% accounts for the
wholesale and e-commerce.

During this period, the Company achieved a significant
milestone, recording its highest-ever revenue, surpassing
''65,000 Million.

Revenue contributions across the key product categories for
2024-25 are detailed as follows:

• Large Appliances, which include Televisions, Washing
Machines, Air Conditioners, and Refrigerators,
etc: This category served as the primary revenue
driver, contributing 45% of the total product sales.
It demonstrated a strong growth rate of 11.64% over

909^_9zL

• Mobiles (Smartphones, Fitness Trackers, and Tablets):
This segment accounted for 42% of the total product
sales in 2024-25, experiencing a commendable growth
of 10.37% from 2023-24.

• Small Appliances, IT & Others (Laptops, Printers,
Geysers, and miscellaneous electronics): This category
contributed the remaining 13% of the total product
sales, recording a growth of 9.75% compared to 2023-24.

The Company also significantly strengthened its market
presence, particularly within the North Cluster. There were
29 retail stores in Delhi-NCR as on 31^st March 2025, which
recorded a substantial 66% growth in revenue during 2024-25.
The Management remains committed to diligently executing
key growth strategies to ensure continued expansion and
sustained performance in the forthcoming fiscal periods.

3. DIVIDEND

In order to conserve and prudently allocate the Company’s
resources for ongoing business expansion, the management
has decided not to declare or recommend any dividend for
the Financial Year 2024-25. Our Dividend Distribution Policy
is available on the Company’s website at https://investors.
electronicsma.rtindia.com/.

4. CREDIT RATING

India Ratings and Research has upgraded the Company’s bank
facilities rating to ‘IND A’ and the Outlook is Positive.

5. CHANGES IN PAID-UP SHARE CAPITAL

There was no change in the Company’s Authorised and Paid-
up Share Capital during 2024-25. The capital structure of the
Company as on 31^st March 2025 was as follows: -

6. TRANSFER TO RESERVES

There is no amount proposed to be transferred to the Reserves.
The closing balance of Standalone and Consolidated retained
earnings of your Company for 2024-25, after appropriations
and adjustments, were '' 7628.98 Million and '' 7,627.73
Million, respectively.

7. SUBSIDIARIES/ ASSOCIATES OR JOINT
VENTURES

The Company has two subsidiaries, namely Cloudnine Retail
Private Limited and EMIL CSR Foundation. The statement
containing salient features of the Financial Statements of the
subsidiaries is provided as Annexure 1 of this Report.

The policy for determining material subsidiaries is available
on the web site of the Comp any at https://investors.
electronicsmartindia.com/.

8. PARTICULARS OF LOANS, GUARANTEES, OR
INVESTMENTS

The Company has not undertaken any transaction under
Section 186 of the Act during 2024-25.

9. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for
the reporting year, as stipulated under the SEBI Listing
Regulations, is presented in a separate section forming part of
this Integrated Annual Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31^st March 2025, the Board of Directors (“Board”)
comprised of 06 directors, out of which 03 are Executive
Directors and 03 are Non-Executive Independent Directors.
The Board has two Women Directors, including an
Independent Woman Director. The details of the Board and
Committees composition, areas of expertise, and other details
are available in the Corporate Governance Report, which
forms part of this Integrated Annual Report.

Changes in Director:

There has been no change in the composition of the Board
during the reporting period.

Re-appointment of Directors

In accordance with the provisions of Section 152 of the Act,
read with rules made thereunder and Articles of Association
of the Company, Mrs Astha Bajaj (DIN: 07899784), who
retires by rotation and being eligible, offers herself for re¬
appointment at the ensuing 07^th Annual General Meeting
(AGM).

Declaration from Directors

The Company has, inter alia, received declarations from all
the Independent Directors confirming that they meet the
criteria of independence as prescribed both under the Act
and SEBI Listing Regulations and there has been no change
in the circumstances which may affect their status as an
Independent Director. Furthermore, they have also affirmed
their compliance with the Code of Conduct prescribed under
Schedule IV of the Act.

None of the Directors of the Company is disqualified
from being appointed as a Director as specified under
Section 164 of the Act and is not debarred or disqualified
by the Securities and Exchange Board of India (SEBI), the
Ministry of Corporate Affairs (MCA) or any other statutory
authority.

All the members of the Board and senior management have
affirmed compliance with the Code of Conduct for Board of
Directors, Key Managerial Personnel and Senior Management
Personnel of the Company for the financial year 2024-25.

11. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 05 times during the reporting
year. The details of Board Meetings and the attendance of the
Directors are provided in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

12. INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met twice during the reporting
year without the attendance of Executive Directors. The
Independent Directors reviewed the performance of Non¬
Independent Directors and the Board as a whole, along with
the performance of the Chairman of your Company and
assessed the quality, quantity, and timeliness of the flow of
information between the management and the Board that is
necessary for the Board to effectively and reasonably perform
their duties.

13. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating
its performance and that of its committees and individual
Directors, including the Chairman of the Board. This exercise
was carried out through a structured evaluation process
covering various aspects of the Board’s functioning, such as
the composition of the Board and Committees, experience and
competencies, performance of specific duties and obligations,
contribution at the meetings and otherwise, independent
judgement, governance issues, etc.

The performance of each Director, including Independent
Directors, was being evaluated by the Nomination and
Remuneration Committee in pursuance of the Board
Evaluation policy of the Company. The manner in which the
evaluation was carried out has been explained in the Corporate
Governance Report, forming part of this Integrated Annual
Report.

The policy on Board Evaluation is available on the website of
the Company at https://investors.electronicsmartiudia.com/.

14. POLICY ON DIRECTORS’ APPOINTMENT &
REMUNERATION

The Policy for identification, appointment and remuneration
of Directors, Key Managerial Personnel and other Senior
Management Employees of the Company (“Nomination
and Remuneration Policy”) framed pursuant to Section
178 of the Act and Regulation 19 of the SEBI Listing
Regulations is available on the website of your Company at

https://investors.electronicsmartindia.com/. We affirm that
the remuneration paid to the Directors is as per the Company’s
policy terms.

The information as required under Section 197 of the
Companies Act 2013, read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is set
out in Annexure — 2 of this Report.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors of the
Company hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b) the directors have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit and loss
of the Company for the reporting year;

c) the directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a
going concern basis;

e) the directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

f) the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

16. COMMITTEES OF THE BOARD

The Board has constituted 7 committees, consisting of
05 statutory committees and 02 non-statutory functional
committees, namely: Audit Committee, Nomination &
Remuneration Committee, Stakeholders’ Relationship
Committee, Corporate Social Responsibility Committee, Risk
Management Committee, Environment, Social & Governance
Committee, and Finance Committee. The details of various
Committees constituted by the Board, including their terms
of reference, number of meetings held during the financial
year 2024-25, and the attendance, are given in the Corporate
Governance Report, which forms part of this Integrated
Annual Report.

17. INTERNAL CONTROLS SYSTEM AND THEIR
ADEQUACY

The Company established robust internal controls, including
a financial control system, that are in conformity with the
nature, size and complexity of its operations. These controls
are implemented across all the functions of the Company and
are designed to ensure the effectiveness of the Company’s
operations, including safeguarding of assets, optimum
utilisation of resources, reliability of financial information and
compliance with regulatory requirements.

The effectiveness of the internal controls in financial reporting
ensures that all the transactions entered into are authorised,
recorded and reported accurately and promptly. This provides
reasonable assurance regarding the integrity and reliability of
the financial statements.

The company’s ERP system has been effectively implemented
for its day-to-day accounting and financial reporting. The
Company has seamlessly integrated its retail billing systems
with its ERP system which has adequate internal checks and
balances, that ensures automated, faster and accurate financial
reporting with minimal manual intervention.

The Company’s policies and procedures help in identifying,
actively implementing and monitoring the changes or revisions
in the applicable accounting standards, statutes or other
regulations. The Company’s standalone and consolidated
Financial Results are quarterly limited reviewed by the
Statutory Auditors.

18. RISK MANAGEMENT

The Board has formed a Risk Management Committee (RMC)
to frame, implement and monitor the risk management plan
for the Company. The RMC is responsible for reviewing the
risk management plan and ensuring its effectiveness. The major
risks identified by the businesses are systematically addressed
through mitigation actions on a continual basis. The identified
risks are categorised and documented in the Risk Register of
the Company and are constantly reviewed to update the status
of mitigated plans and deregister the mitigated risks.

19. BOARD POLICIES

The Corporate Governance Report details various policies
approved and adopted by the Board as required under the
Act and SEBI Listing Regulations. The duly approved Board
Policies are available on the website of the Company at
https://investors.e1ectronicsmartindia.com/.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has an annual CSR budget of '' 37.05 Million
for the financial year 2024-25 which was duly allocated and

spent in accordance with the Annual Action Plan and CSR
Policy. The focus area of the Company’s CSR activities was
healthcare and education.

During the year, the Company undertook necessary revisions
to its Corporate Social Responsibility Policy. These revisions
broadly define the goals and focus areas for CSR activities
and clearly outline the procedures for their execution and
implementation through the Company’s Section-8 wholly-
owned subsidiary, EMIL CSR Foundation.

The Annual Action Plan and CSR Policy are

available on the website of the Company at

https://investors.electronicsmartindia.com/. The Annual
Report on CSR activities as per Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules 2014 is set out
in Annexure-3 to this Report.

21. CORPORATE GOVERNANCE REPORT

In compliance with the SEBI Listing Regulations, the
Corporate Governance Report forms part of this Integrated
Annual Report and is presented in a separate section of this
Report, along with the required certificate from a Practicing
Company Secretary, regarding compliance with the conditions
of Corporate Governance.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with the SEBI Listing Regulations, the Business
Responsibility & Sustainability Report forms part of this
Integrated Annual Report and is presented in a separate
section of this Report.

23. AUDITORS AND AUDIT REPORT

a. Statutory Auditors & Auditors’ Report

Walker Chandiok & Co. LLP, Chartered Accountants
(Firm’s Registration Number 001076N / N500013), was
appointed as Statutory Auditors of the Company at the
Sixth Annual General Meeting held on 30^th August 2024
for their second term of 04 years.

The Statutory Auditors issued an unmodified opinion
on the financial statements for the financial year 2024¬
25. The Statutory Auditors’ Report on standalone and
consolidated financial statements, along with Notes to
Schedule for the Financial Year ended 31^st March 2025,
are enclosed in this Integrated Annual Report.

b. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the
Act, read with the rules made thereunder, the Board
has appointed M/s VSSK & Associates, Company

Secretaries, Hyderabad, as the Secretarial Auditor of
the Company. The Secretarial Audit Report for the
financial year 2024-25 is provided in Annexure-4 of this
Report. There are no qualifications, reservations, adverse
remarks, or disclaimers in the Secretarial Audit Report.

In accordance with the provisions of the Act and
Regulation 24A of the SEBI Listing Regulations, the
Board of Directors, based on the recommendation of
the Audit Committee, and subject to the approval of
the members in the ensuing Annual General Meeting,
has approved the appointment of M/s VSSK &
Associates, Company Secretaries, Hyderabad (FRN:
P2015TL044700) having Peer Review No.: 1456/2021,
represented by its Partner, Mr. Vinod Sakaram, Practicing
Company Secretary (ACS: 23285; COP: 8345), as the
Secretarial Auditor of the Company to conduct the
audit of the secretarial records for a period of five years
commencing from the financial year 2025-26 to the
financial year 2029-30.

M/s VSSK & Associates has given its consent and
confirmed that it is not disqualified to act as the
Secretarial Auditor of the Company and fulfils the
eligibility criteria.

The detailed proposal for its appointment is set out in
the Notice of the AGM forming part of this Integrated
Annual Report.

c. Cost Records and Cost Audit:

The provisions of Section 148 of the Act relating to
the maintenance of cost records and cost audit are not
applicable to the Company.

d. Internal Auditors

The Board appointed Guru & Jana, Chartered
Accountants, as the Internal Auditors of the Company
for a period of 5 years from 2023-24 to 2027-28
under the provisions of Section 138 of the Act. The
observations and findings, including corrective actions
and recommendations of the Internal Auditors, are
discussed quarterly in the Audit Committee meetings.

24. REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors and Secretarial Auditors did not found
any instance of fraud committed against your Company by its
officers or employees under section 143(12) of the Act.

25. CONSOLIDATED FEES PAID TO STATUTORY
AUDITORS

The details of total fees for all services paid by the listed entity
and its subsidiaries, on a consolidated basis, to the Statutory

Auditors are mentioned in Note 26 of the Consolidated
Financial Statement, which forms part of this Integrated
Annual Report.

26. SECRETARIAL STANDARDS

During the reporting year, the Company has complied with
all the applicable provisions of Secretarial Standard-1 and
Secretarial Standard-2 issued by the Institute of Company
Secretaries of India.

27. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return as
of 31^st March 2025 prepared in accordance with Section 92(3)
of the Act in Form MGT-7 is made available on the website of
the Company at https://investors.electronicsmartindia.com/.

28. TRANSACTIONS WITH RELATED PARTY

All related party transactions entered into during the financial
year were on an arm’s length basis and were in the ordinary
course of business. The Company did not enter into any
transactions with related parties that could be considered
material under Section 188 of the Act and SEBI Listing
Regulations.

Accordingly, the disclosure of related party transactions,
as required under Section 134(3) (h) of the Act, in Form
AOC — 2, is not applicable. The Policy on Related Party
Trans actions is available on your Comp any’s web site at
https://investors.electronicsmartindia.com/.

29. PREVENTION OF SEXUAL HARASSMENT AT THE
WORKPLACE

The Company has in place an Anti-Sexual Harassment policy in
line with the requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition, and Redressal) Act
2013 (“POSH Act”), which is available on the website of the
Company at https://investors.electronicsmartindia.com/.
The Company has complied with the provisions relating to the
constitution of the Internal Committee under the POSH Act
and an internal system has been set up to redress complaints
received regarding sexual harassment. In May 2025, the Board
reconstituted the POSH Internal Committee by replacing
the earlier regional committees with a Centralised Internal
Committee for operational and administrative advantages.

During the reporting year, your Company has received one
complaint pertaining to Sexual Harassment, which has been
resolved during the year, and no complaint is pending at the
end of the year or for more than ninety days.

30. MATERNITY BENEFITS

The Company complied with the provisions of the Maternity
Benefits Act, 1961, as amended, for female employees with
respect to leaves and maternity benefits thereunder.

31. VIGIL MECHANISM

The Company has established a vigil mechanism through
a Whistle Blower Policy. The Company can oversee the
genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate
safeguards against the victimisation of employees and
Directors who may express their concerns under this policy.
The policy is uploaded on the website of the Company at
https://investors.electronicsmartindia.com/.

32. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS,
AND OUTGO

The information on conservation of energy, technology
absorption, and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with Rule
8 of The Companies (Accounts) Rules, 2014, as amended, is
provided as Annexure — 5 of this report.

33. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the following items, as there were no
transactions/events on these items during the reporting year:

1. Issue of equity shares with differential rights as to
dividend, voting, or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to
employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or
Courts or Tribunals that impact the going concern status
and your Company’s operation in the future.

4. Voting rights that are not directly exercised by the
employees in respect of shares for the subscription/

purchase of which loan was given by the Company (as
there is no scheme pursuant to which such persons can
beneficially hold shares as envisaged under Section 67(3)
(c) of the Act).

5. The Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013, and
the Companies (Acceptance of Deposits) Rules, 2014.

6. No director of the Company is in receipt of any
remuneration or commission from any of its
subsidiary companies, and the Company has no holding
company.

7. No Application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016.

8. No One-time settlement of loans obtained from Banks
or Financial Institutions.

9. No amount was required to be transferred to the Investor
Education and Protection Fund.

34. ADDITIONAL DISCLOSURES UNDER LISTING
REGULATIONS

Statement of Deviation or Variation.

The Company had fully utilised the initial public offer proceeds
of '' 5,000 Million by the third quarter of the financial year
2024-25.

All the money was utilised and spent for the furtherance of
the objects as specified in the offer document and variation
therein as approved by the members through postal ballot
on 27^th April 2023. There was no unspent amount as on
31^st March 2025.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record their thanks
for the committed services of all the employees of the Company.
The Board of Directors would also like to express their sincere
appreciation for the assistance and co-operation received from the
financial institutions, banks, government and regulatory authorities,
stock exchanges, customers, vendors, and members during the
reporting year.

For and on behalf of the Board of Directors
Pavan Kumar Bajaj

Date: 28^th August 2025 Chairman and Managing Director

Place: Hyderabad DIN: 07899635

The Directors are pleased to present the 06^th Annual Report on the Company’s business, operations, and financial performance along with the Audited Financial Statements for the year ended 31^st March 2024.

1. FINANCIAL INFORMATION

The Company’s financial performance for the period ended 31^st March 2024 is summarised below:

Note:

1. No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year and the date of this report.

2. Further, the nature of business of your Company has remained the same.

Consolidated Financial Statements:

The Audited Consolidated Financial Statements of your Company as of 31^st March 2024, prepared as per the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (to be referred as “SEBI Listing Regulations”) and provisions of the Companies Act, 2013 (“the Act”), form part of this Annual Report.

• Consolidated Total Comprehensive Income increased to '' 1,853.49 Million in 2023-24 from '' 1,231.97 Million in

2022- 23.

• Consolidated PBT increased to '' 2,461.64 Million in

2023- 24 from '' 1,631.92 Million in 2022-23.

• Consolidated PAT increased to '' 1,839.47 Million in 2023-24 from '' 1,228.00 Million in 2022-23.

Standalone Financial Results:

On a standalone basis, your Company had:

• Standalone Total Comprehensive Income increased to '' 1,853.85 Million in 2023-24 from '' 1,232.10 Million in 2022-23.

• Standalone PBT increased to '' 2,462.00 Million in 2023-24 from '' 1,632.05 Million in 2022-23.

• Standalone PAT increased to '' 1,839.83 Million in 2023-24 from '' 1,228.13 Million in 2022-23.

Your Company’s operational performance has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Report.

2. STATE OF COMPANY’S AFFAIRS

During 2023-24, EMIL has continued to grow sustainably in consumer electronics and durables and has become the largest electronics retailer in South India in terms of revenue. With growing disposable income, increased internet penetration, and technology upgradations, the Company will further continue to achieve its vision and mission.

The Company has crossed a milestone of '' 6,000 Crores in revenue and opened 33 new stores during 2023-24. Currently, the Company operates under 6 brand names namely, Bajaj Electronics in South India, Electronics Mart in North India, IQ, Kitchen Stories, Easy Kitchens, and Audio & Beyond.

The Company operates in three segments namely, retailing, wholesaling and e-commerce with a sales mix of mobile, large electronics appliances and small appliances, IT & others. As on 31^st March 2024, EMIL has a total 160 retail stores with a total area of 1.47 Million sq ft across various regions in Andhra Pradesh, Telangana, NCR region and Kerala.

The Company has a diversified product portfolio of 100 brands comprising more than 8,000 stock keeping units (SKUs).

Large Appliances (TV, Washing Machine, AC, Refrigerators) is the highest contributing segment in terms of revenue and comprises of 45% of the total revenue in 2023-24 recording a growth of 8.3% from 2022-23.

Mobiles (phones, fitness trackers & tablets) is the fastest growing segment with the rising contribution in the overall revenue of 42% in 2023-24 and has recorded a growth of 33% from 2022-23.

Small Appliances, IT & Others (Laptop, Printer, Geyser & others) contributed 13% of the total revenue of 2023-24.

The Company has recorded significant growth in 2023-24 and with the increase of business in North Cluster and consumer durables penetration in organised segment, the Company will continue to expand its operations with its key growth strategies.

3. DIVIDEND

With a view to conserving resources for the expansion of business, your Directors have thought it prudent not to recommend any dividend for the financial year under review. The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on the Company’s website at https://investors.electronicsmartiudia.com/.

4. CREDIT RATING

India Ratings and Research, a credit rating agency, has affirmed your Company’s Long-Term Issuer Rating at ‘IND A-’. The Outlook is Positive.

The instrument-wise rating actions are as follows:

5. CHANGES IN PAID-UP SHARE CAPITAL

There was no change in the Company’s Authorised and Paid-up Share Capital during the 2023-24. The paid-up share capital as on 31^st March 2024 was '' 3,84,74,87,620 (Rupees Three Hundred Eighty Four Crore Seventy-Four Lakh Eighty-Seven Thousand Six Hundred and Twenty).

6. TRANSFER TO RESERVES

There is no amount proposed to be transferred to the Reserves. The closing balance of Standalone and Consolidated retained earnings of your Company for 2023-24, after appropriations and adjustments, were '' 6,028.15 Million and '' 6,027.25 Million, respectively.

7. SUBSIDIARIES/ ASSOCIATES OR JOINT VENTURES AND LLPS ETC.

During the year under review, the Company has two subsidiaries. As required under the provisions of Section 129 of the Companies Act, 2013, read with Companies (Accounts) Rules 2014, a statement containing salient features of the Financial Statements of the subsidiaries is provided in the prescribed format AOC-1 as Annexure - 1 of the Board Report.

In accordance with Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, Cloudnine Retail Private Limited and EMIL CSR Foundation are non-material, unlisted subsidiaries. The Company has formulated a policy for determining material subsidiaries. The policy is available on the website of the Company at https://investors.electronicsmartindia.com/.

8. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The Company has not undertaken any transaction under Section 186 of the Act during 2023-24.

9. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31^st March 2024, your Company’s Board of Directors (“Board”) had six members comprising three Executive

Directors and three Non-Executive Independent Directors. The Board has one Women Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Changes in Director:

Mr Anil Rajendra Nath (DIN: 07261148), upon successfully completion of his tenure of first term of 5 years as an Independent Director on the Board of the Company, did not opt to be reappointed for a second term. Therefore, he ceased to be an Independent Director of the Company with effect from 02^nd December 2023. The Board recorded its deep appreciation and profound gratitude for the invaluable services rendered by him to the Company from its inception.

Mr Gurdeep Singh (DIN: 07499896) was appointed as an Independent Director for a term of 5 years with effect from 26^th July 2023.

Re-appointment of Directors

Mr Mirza Ghulam Muhammed Baig (DIN: 08281763) was reappointed as an Independent Director of the Company for a second consecutive term of 5 years based on performance evaluation and recommendation of Nomination & Remuneration Committee.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr Karan Bajaj (DIN: 07899639) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

11. COMMITTEES OF BOARD

The Board has constituted 7 Committees, out of which 5 are statutory Committees and 2 are non-statutory functional Committees. Details of various Committees constituted by the Board pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

12. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 05 times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

13. INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on 27^th May 2023 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees, and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

14. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board’s functioning, such as the composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, etc. The performance of each Director including Independent Directors were being evaluated by the Nomination and Remuneration Committee in pursuance of the Board Evaluation policy of the Company. The policy on Board Evaluation is available on the website of the Company at https://investors.electronicsmartiudia.com/.

15. POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION

Your Company’s policy on Directors’ appointment and remuneration and other matters (“Nomination and Remuneration Policy”) pursuant to Section 178(3) of the Act is available on the website of your Company at https://investors.electronicsmartindia.com/. The Remuneration Policy for the selection of Directors and determining Directors’ independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become Directors. Your Company’s Remuneration Policy is directed towards rewarding performance based on the review of achievements. The Remuneration Policy is in consonance with existing industry practice. We affirm that the remuneration paid to the Directors is as per the Company’s Remuneration Policy terms.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The details regarding the Internal Financial Controls System and their adequacy are included in the Management Discussion and Analysis, which forms part of this Annual Report.

18. RISK MANAGEMENT

The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. The identified risks are categorized and documented in the Risk Register of the Company and is constantly reviewed to update the status of mitigated plans and deregister the mitigated risks.

19. BOARD POLICIES

The Corporate Governance report details various policies approved and adopted by the Board as required under the Act and, SEBI Listing Regulations.

The duly approved Board Policies are available on the website of the Company at https://investors.electronicsmartindia.. com/.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief details of the CSR Committee are provided, which form part of this Annual Report. The CSR policy is available on the website of your Company at https://investors. e1ectronicsma.rtiudia.com/. The Annual Report on CSR activities as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rule, 2014 is annexed to this report as Annexure-2.

Further, the Chief Financial Officer of your Company has certified that the CSR spending of your Company for 2023-24 has been utilised for the purpose and in the manner approved by the Company’s Board of Directors.

21. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, as prescribed by SEBI Listing Regulations, forms part of this Board’s Report and is given in Annexure — 3, along with the required certificate from a Practicing Company Secretary, regarding compliance with the conditions of Corporate Governance. In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company (“Code of Conduct”) who have affirmed the compliance thereto. The Code of Conduct is available on your Company’s website at https://investors.electronicsmartindia.com/.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regulations, the Business Responsibility & Sustainability Report is annexed as Annexure - 4.

23. STATUTORY AUDITORS & AUDITORS’ REPORT

Walker Chandiok & Co. LLP, Chartered Accountants (Firm’s Registration Number 001076N / N500013), was appointed as Statutory Auditors of your Company at the Adjourned First Annual General Meeting held on 07^th December 2019 for a term of five consecutive years and continue to hold the office for five years as originally appointed. The Statutory Auditors Report on standalone and consolidated financial statements along with Notes to schedule for the Financial Year ended 31^st March 2024 are enclosed in this Annual Report.

Further, the Board proposed the appointment of Walker Chandiok & Co. LLP as the Statutory Auditors of the

Company for their second term by the members in the ensuing 6^th Annual General Meeting.

Walker Chandiok & Co. LLP, Chartered Accountants, has provided their confirmation regarding compliance with conditions prescribed under Sections 139 and 141 of the Act in regard to the continuation of their term.

Explanation of the qualification in the Auditors’ Report: Auditors’ Remark - The Statutory Auditors reported that the Company’s accounting software (FOCUS), billing software (T-POS) and SAP do not have an audit trail at the database level. Hence, there is a modified opinion in the audit report, which will not have any impact on the financial statements.

Management’s Explanation - As the accounting software being used during the FY 2023-24 does not have the audit trail feature at the database level, Management decided to migrate to SAP S4 HANA and the migration was completed by 31^st March 2024. The new system is live from 01^st April 2024.

24. CONSOLIDATED FEES PAID TO STATUTORY AUDITORS

Detail of total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor as mentioned in Note 26 of Consolidated Financial Statement which forms part of this Annual Report, are as below:

*excluding audit and certification fees amounting to '' 5.40 Million pertaining to the Company’s IPO which have been adjusted against Securities Premium for the year ended 31^st March 2023.

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has appointed M/s VSSK & Associates, Company Secretaries, Hyderabad to undertake the Secretarial Audit of your Company from 2023-24 to 2027-28. The Secretarial Audit Report for the year under review is provided as Annexure - 5 of this report. There are no qualifications, reservations, adverse remarks, or disclaimers in the Secretarial Audit Report.

26. SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company

Secretaries of India.

27. COST RECORDS:

The provisions of Section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

28. INTERNAL AUDITORS

The Board has appointed Guru & Jana, Chartered Accountants, as the Internal Auditors of the Company for a period of 5 years from 2023-24 to 2027-28 under the provisions Section 138 of the Act.

29. REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors and Secretarial Auditor have not reported any instance of fraud committed against your Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.

30. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the annual return as of 31^st March 2024 prepared in accordance with Section 92 of the Act is made available on the website of the Company at https://investors.electronicsmartiudia.com/.

31. TRANSACTIONS WITH RELATED PARTY

All transactions with related parties are placed before the Audit Committee for approval. All related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Your Company had not entered any transactions with related parties that could be considered material under Section 188 of the Act.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC — 2 is not applicable. The Policy on Related Party Transactions is available on your Company’s website at https://investors. electronicsma.rtindia.com/.

32. INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred '' 16,298/- (Rupees Sixteen Thousand Two Hundred and Ninety-Eight) to the Investor Education and Protection Fund being equivalent to the profit made by the immediate relative of Designated Person in violation of Insider Trading Code of the Company.

33. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting, or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals that impact the going concern status and your Company’s operation in the future.

4. Voting rights that are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3) (c) of the Act).

5. The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.

6. No director of the Company is in receipt of any remuneration or commission from any of its subsidiary or holding company.

7. No Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

8. No One-time settlement of loans obtained from the Banks or Financial Institutions.

34. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONSStatement of Deviation or Variation.

The Company utilised '' 1,200 Million earmarked to fund incremental working capital requirements during 2023-24. Further, the Company utilised '' 514.53 Million earmarked for funding of capital expenditure for expansion and opening of new stores and warehouses during 2023-24.

The Company had fully utilised the amount raised through IPO for following objects:

a. funding incremental working capital requirements;

b. repayment/ pre-payment, in full or part of all or certain borrowings availed by the Company; and

c. General Corporate purposes.

As on 31^st March 2024, there is an unutilised balance of '' 450.70 Million earmarked for funding of capital expenditure for expansion and opening of new stores and warehouses, which will be utilised in 2024-25 in accordance with the objects set out in the ‘objects of the issue’ section of the prospectus dated 10^th October 2022.

35. INSURANCE

Your Company has taken appropriate insurance for assets against foreseeable perils.

36. PARTICULAR OF EMPLOYEES

The information as required under Section 197 of the Companies Act 2013, read with Rules 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - 6 to the Board’s Report.

37. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company has in place an Anti-Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, and Redressal) Act 2013. The Internal system has been set up to redress complaints received regarding sexual harassment.

During the year under review, your Company has received two complaints pertaining to Sexual Harassment, which have been resolved and no complaint is pending at the end of FY 2023-24.

38. VIGIL MECHANISM

The Company has established a vigil mechanism through a Whistle Blower Policy. The Company can oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against the victimisation of employees and Directors who may express their concerns under this policy. The policy is uploaded on the website of the Company at https://investors. electronicsmartindia.com/.

39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended, is provided as Annexure - 7 of this report.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record their thanks for the committed services of all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, and members during the year under review.

Your Directors are pleased to present the 01^st Integrated Annual Report and 05^th Annual Accounts on the Company’s business, operations, and financial performance along with the Audited Financial Statements for the year ended 31^st March 2023.

1. FINANCIAL INFORMATION

The Company’s financial performance for the period ended 31^st March 2023 is summarized below:

1. No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year and the date of this report.

2. Further, the nature of business of your Company has remained the same.

Consolidated Financial Statements:

The Audited Consolidated Financial Statements of your

Company as of 31^st March 2023, prepared per the relevant

applicable Ind AS and Regulation 33 of the SEBI Listing

Regulations and provisions of the Act, form part of this

Annual Report.

• Consolidated Total Comprehensive Income increased to '' 1,231.97 Million in 2022-23 from '' 1,045.93 Million in 2021-22.

• Consolidated PBT increased to '' 1,631.92 Million in 2022-23 from '' 1,397.58 Million in 2021-22.

• Consolidated PAT increased to '' 1,228.00 Million in 2022-23 from '' 1,038.91 Million in 2021-22.

Standalone Financial Results:

On a standalone basis, your Company had:

• Standalone Total Comprehensive Income increased to '' 1,232.10 Million in 2022-23 from '' 1,046.04 Million in 2021-22.

• Standalone PBT increased to '' 1,632.05 Million in 202223 from '' 1,397.69 Million in 2021-22.

• Standalone PAT increased to '' 1,228.13 Million in 202223 from '' 1,039.02 Million in 2021-22.

Your Company’s operational performance has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Report.

2. DIVIDEND

With a view to conserving resources for the expansion of business, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on the Company’s website, www.electronicsmartindia.com.

3. CREDIT RATING

India Ratings and Research, a credit rating agency, has affirmed your Company’s Long-Term Issuer Rating at ‘IND A-’. The Outlook is Stable.

4. CHANGES IN PAID-UP SHARE CAPITAL

There was no change in the Company’s Authorised Share Capital during the 2022-23. During the year, 84,745,762 Equity Shares of '' 10 each at a premium of '' 49 per Equity Share were allotted to various applicants as a part of the Initial Public Offering process. The paid-up share capital as on 31^st March 2023 was '' 3,847,487,620.

5. TRANSFER TO RESERVES

There is no amount proposed to be transferred to the Reserves. The closing balance of Standalone and Consolidated retained earnings of your Company for 2022-23, after appropriations and adjustments, were '' 4,188.32 Million and '' 4,187.78 Million, respectively.

6. INITIAL PUBLIC OFFERING (IPO) OF EQUITY SHARES

During the 2022-23, your Company allotted 84,745,762 equity shares of '' 10 each at a premium of '' 49 to various applicants as a part of its initial public offering process. The issue was open for subscription from Tuesday, 04^th October 2022, to Friday, 07 ^th October 2022. The Audit Committee reviews the utilisation of proceeds periodically

7. SUBSIDIARIES/ ASSOCIATES OR JOINT VENTURES AND LLPS ETC.

During the year under review, the Company has two subsidiaries. As required under the provisions of Section 129 of the Companies Act, 2013, read with Companies (Accounts) Rule, 2013, a statement containing salient features of the financial statements of the subsidiaries is provided in the prescribed format AOC-1 as Annexure - 1 of the Board Report.

In accordance with Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing Regulations), Cloudnine Retail Private Limited and EMIL CSR Foundation are non-material, unlisted subsidiaries. The Company has formulated a policy for determining material subsidiaries. The policy is available on the website of the Company at www. electronicsmartindia.com.

8. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Financial Statements.

9. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Annual Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31^st March 2023, your Company’s Board of Directors (“Board”) had six members comprising three Executive Directors and three Non-Executive Independent Directors. The Board has one Women Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Changes in Director:

Mrs Suman Kumar (DIN:00580302) resigned from the Board effective 06^th May 2022 due to personal reasons. The same was accepted, and the Board recorded its deep appreciation and profound gratitude for the invaluable services rendered by Mrs Suman Kumar to the Company from its inception.

Mrs Jyotsna Angara (DIN:07224004) was appointed as an Independent Director for a term of 5 years with effect from 14^th May 2022.

Re-appointment of Directors

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mrs Astha Bajaj (DIN: 07899784) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

Continuation of Directorships

Mr Mirza Ghulam Muhammad Baig was appointed as an Independent Director of the Company for a term of 5 years at the Adjourned Second EGM held on 10^th December 2018, and he holds office as an Independent Director of the

Company up to 02^nd December 2023 (“Current Term”). In compliance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval of the Members is hereby sought for the continuation of office by Mr Baig as an Independent Director of the Company. The notice convening the AGM includes the proposals for continuing directorships held by Mr Baig as an Independent director of the Company.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

11. COMMITTEES OF BOARD

Details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

12. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 07 times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

13. INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on 04^th July 2022 without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees, and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

14. BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its performance and that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board’s functioning, such as the composition of the Board and committees, experience and competencies, performance of specific duties and obligations,

contribution at the meetings and otherwise, independent judgment, governance issues, etc. At the Board meeting that followed the abovementioned meeting of the Independent Directors, the performance of the Board, its committees, and individual directors was also discussed. The entire Board did a performance evaluation of independent directors, excluding the independent director being evaluated.

15. POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION

Your Company’s policy on Directors’ appointment and remuneration and other matters (“Nomination and Remuneration Policy”) pursuant to Section 178(3) of the Act is available on the website of your Company at https:// www.electronicsma.rtindia.com. The Remuneration Policy for the selection of Directors and determining Directors’ independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become Directors. Your Company’s Remuneration Policy is directed towards rewarding performance based on the review of achievements. The Remuneration Policy is in consonance with existing industry practice. We affirm that the remuneration paid to the Directors as per the Company’s Remuneration Policy terms.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors’ Responsibility Statement, the Board of Directors of the Company hereby state and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis.

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The details regarding the internal financial controls system and their adequacy are included in the Management Discussion and Analysis, which forms part of this Annual Report.

18. RISK MANAGEMENT

The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

19. BOARD POLICIES

The Corporate Governance report details various policies approved and adopted by the Board as required under the Act, SEBI Listing Regulations, and policies are available on your Company’s website at https://www.e1ectronicsma.rtindia.com.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief details of the CSR Committee are provided, which form part of this Annual Report. The CSR policy is available on the website of your Company at https://www. electronicsmartindia.com. The Annual Report on CSR activities is annexed to this report. The disclosure per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rule, 2014, is attached as Annexure-2.

Further, the Chief Financial Officer of your Company has certified that the CSR spending of your Company for the 2022-23 has been utilised for the purpose and in the manner approved by the Company’s Board of Directors.

21. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Board’s Report and is given in Annexure — 3, along with the required certificate from a Practicing Company Secretary, regarding compliance with the conditions of Corporate Governance, as stipulated. In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company (“Code of Conduct”) who have affirmed the compliance thereto. The Code of Conduct is available on your Company’s website at https://www.electronjcsma.rtindia.com.

22. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

In accordance with the Listing Regulations, the Business Responsibility & Sustainability Report is annexed as Annexure - 4.

23. STATUTORY AUDITORS & AUDITORS’ REPORT

Walker Chandiok & Co. LLP, Chartered Accountants (Firm’s Registration Number 001076N / N500013), was appointed as Statutory Auditors of your Company at the Adjourned First Annual General Meeting held on 07^th December 2019 for a term of five consecutive years and continue to hold the office for five years as originally appointed.

Walker Chandiok & Co. LLP, Chartered Accountants, have also given their confirmation regarding compliance with conditions prescribed under Sections 139 and 141 of the Act in regard to the continuation of their term. The Statutory Auditors’ report and notes to Schedules are enclosed.

Explanation of the qualification in the Auditors’ Report:

The Statutory Auditor’s report does not contain any qualifications, reservations, adverse remarks or disclaimers.

24. CONSOLIDATED FEES PAID TO STATUTORY AUDITORS

Detail of total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/ network entity of which the statutory auditor is a part, as mentioned in Note 26 of Consolidated Financial Statement published through annual reports for the 2022-23, are as below:

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has appointed M/s VSSK & Associates, Company Secretaries, to undertake the Secretarial Audit of your Company for 2022-23. The Secretarial Audit Report for the year under review is provided as Annexure - 5 of this report. There are no qualifications, reservations, adverse remarks, or disclaimers in the Secretarial Audit Report.

26. SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

27. REPORTING OF FRAUDS BY AUDITORS

The Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act.

28. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the annual return as of 31^st March 2023 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company at https://wwwelectronicsmartindia.com.

29. TRANSACTIONS WITH RELATED PARTY

All transactions with related parties are placed before the Audit Committee for approval.

All related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Your Company had not entered any transactions with related parties that could be considered material in Section 188 of the Act.

Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC — 2, is not applicable. The Policy on Related Party Transactions is available on your Company’s website at https://www. electronicsmartindia.com.

30. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting, or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals that impact the going concern status and your Company’s operation in the future.

4. Voting rights that are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can

beneficially hold shares as envisaged under section 67(3) (c) of the Act).

5. The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.

6. No Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7. No amounts were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies incorporated in India.

8. No One-time settlement of loans obtained from the Banks or Financial Institutions.

31. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONSStatement of deviation or variation.

Your Company utilised an amount of '' 550 Million earmarked for the repayment of certain borrowings availed by the Company and '' 816.59 Million towards General Corporate Purposes. Also, the Company utilised '' 1,000 Million earmarked to fund incremental working capital requirements for 2022-23.

The Company was supposed to utilise '' 234.55 Million to fund capital expenditure to expand and open stores and warehouse in 2022-23. However, your Company utilised '' 149.18 Million in 2022-23. The unutilised amount of '' 85.37 Million will be utilised in 2023-24 and 2024-25 in accordance with the objects set out in the ‘objects of the issue’ section of the prospectus dated 10^th October 2022.

Post inclusion of the unutilised amounts from 2022-23 proposed to be deployed across 2023-24 and 2024-25.

To vary the objects of the Initial Public Offer. Your Company obtained prior approval of the Company’s members by way of a special resolution dated 27^th April 2023 by postal ballot procedure (e-voting).

32. INSURANCE

Your Company has taken appropriate insurance for assets against foreseeable perils.

33. PARTICULAR OF EMPLOYEES

The information as required under Section 197 of the Companies Act 2013, read with Rules 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - 6 to the Board’s Report.

34. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company has in place an Anti-Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, and Redressal) Act 2013. The Internal system has been set up to redress complaints received regarding sexual harassment.

During the year under review, your Company has received three complaints pertaining to sexual Harassment, which has been resolved.

35. VIGIL MECHANISM

The Company has established a vigil mechanism through a Whistle Blower Policy The Company can oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against the victimization of employees and Directors who may express their concerns pursuant to this policy The policy is uploaded on the website of the Company at https://www. electronicsmartindia.com.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended, is provided as Annexure - 7 of this report.

ACKNOWLEDGMENT

The Board of Directors wish to place on record their thanks for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, and members during the year under review.

For and on behalf of the Board

Pavan Kumar Bajaj

Chairman and Managing Director DIN: 07899635

Date: 26^th July 2023 Place: Hyderabad