Directors Report of Electronics Mart India Ltd.

Mar 31, 2025

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)

Particulars	Consolidated Result		Standalone Result
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	69,648.26	62,854.06	69,648.26	62,854.06
Other Income	91.40	100.73	91.07	100.44
Profit before Depreciation, Finance Costs and Tax Expenses	4,596.70	4,595.23	4,597.05	4,595.59
Depreciation/ Amortisation/ Impairment	1,266.91	1,056.86	1,266.91	1,056.86
Finance Costs	1175.21	1,076.73	1175.21	1,076.73
Profit before Tax Expenses	2,154.58	2,461.64	2,154.93	2,462.00
Less: Tax Expense	554.10	622.17	554.10	622.17
Profit for the year	1600.48	1,839.47	1600.83	1,839.83
Total Comprehensive Income	1597.82	1,853.49	1598.17	1,853.85

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)

45000 40000 35000 30000 25000 20000 15000 1000 5000 0 —					Cluster wise Revenu	e
	Telang	ana-HYD city		Telangana-up country Andhra Pradesh ¦ FY 2024-25 l FY 2023-24					Delhi-NCR

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: -

Particulars	Details	Amount (in '')
Authorised Share Capital	1,00,00,00,000 equity shares of '' 10/- each	10,00,00,00,000/-
Issued, Subscribed and Paid-up Share Capital	38,47,48,762 equity shares of '' 10/- each	3,84,74,87,620/-

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

---

Mar 31, 2024

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:

(Rs. in Million)
Particulars	Consolidated Result		Standalone Result
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	62,854.06	54,457.10	62,854.06	54,457.10
Other Income	100.73	110.45	100.44	110.42
Profit before Depreciation, Finance Costs, Exceptional items, and Tax Expenses	4,595.23	3,471.12	4,595.59	3,471.25
Less: Depreciation/ Amortisation/ Impairment	1,056.86	853.79	1,056.86	853.79
Profit before Finance Costs, Exceptional items, and Tax Expenses	3,538.37	2,617.33	3,538.73	2,617.46
Less: Finance Costs	1,076.73	985.41	1,076.73	985.41
Profit before Exceptional items and Tax Expenses	2,461.64	1,631.92	2,462.00	1,632.05
Add/(less): Exceptional items	-	-	-	-
Profit before Tax Expenses	2,461.64	1,631.92	2,462.00	1,632.05
Less: Tax Expense (Current & Deferred)	622.17	403.92	622.17	403.92
Profit for the year	1,839.47	1,228.00	1,839.83	1,228.13
Total Comprehensive Income	1,853.49	1,231.97	1,853.85	1,232.10

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:

Instrument Type	Date of Issuance	Coupon Rate	Maturity Date	Size of Issue (Million)	Rating	Rating Action
Fund-based working capital limits				'' 5,700 (increased from '' 4,700)	IND A-/Positive/ IND A2	Affirmed; Outlook revised to Positive from Stable
Term loans			2027-28	'' 830.65 (reduced from '' 1,100)	IND A-/Positive	Affirmed; Outlook revised to Positive from Stable

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:

'' in Millions
Particulars	2023-24	2022-23
Payments to the Auditor
As auditor*	7.17	5.05
For other services	0.10	0.10
Out-of-pocket expenses	0.12	0.12
Total	7.39	5.22

*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.

---

Mar 31, 2023

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:

(? in Million)
Particulars	Consolidated Result		Standalone Result
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	54,457.10	43,493.16	54,457.10	43,493.16
Other Income	110.45	37.55	110.42	37.51
Profit before Depreciation, Finance Costs, Exceptional items, and Tax Expenses	3,471.12	2,956.93	3,471.25	2,957.04
Less: Depreciation/ Amortisation/ Impairment	853.79	713.21	853.79	713.21
Profit before Finance Costs, Exceptional items, and Tax Expenses	2,617.33	2,243.72	2,617.46	2,243.83
Less: Finance Costs	985.41	846.14	985.41	846.14
Profit before Exceptional items and Tax Expenses	1,631.92	1,397.58	1,632.05	1,397.69
Add/(less): Exceptional items	-	-	-	-
Profit before Tax Expenses	1,631.92	1,397.58	1,632.05	1,397.69
Less: Tax Expense (Current & Deferred)	403.92	358.67	403.92	358.67
Profit for the year	1,228.00	1,038.91	1,228.13	1,039.02
Total Comprehensive Income	1,231.97	1,045.93	1,232.10	1,046.04
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 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.

The instrument-wise rating actions are as follows:
Instrument Type	Date of Issuance	Coupon Rate	Maturity Date	Size of Issue (Million)	Rating	Rating Action
Fund-based working capital limits				'' 4,500 (reduced from '' 5,000)	IND A-/Stable/ IND A2	Affirmed
Term loans	-	-	2035-36	'' 500	IND A-/Stable	Affirmed

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:

'' in Million
Payments to the auditor	2022-23 |	2021-22
As auditor	5.05	3.65
For other services	0.10	-
Out-of-pocket expenses	0.12	-
Total	5.27	3.65

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