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You can view full text of the latest Director's Report for the company.

BSE: 543626ISIN: INE02YR01019INDUSTRY: Consumer Electronics

BSE   ` 147.30   Open: 148.45   Today's Range 146.60
148.95
-0.50 ( -0.34 %) Prev Close: 147.80 52 Week Range 110.00
211.25
Year End :2025-03 

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 31st March 2025.

1. FINANCIAL PERFORMANCE

The Company’s financial performance for the period ended 31st 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 31st 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
Ý 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 31st 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 31st 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 31st 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 31st 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 07th 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 30th 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 31st 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 31st 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 27th April 2023. There was no unspent amount as on
31st 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: 28th August 2025 Chairman and Managing Director

Place: Hyderabad DIN: 07899635