Electronics Mart India Ltd Directors Report

Dear Members,

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

1. FINANCIAL PERFORMANCE

The Companys financial performance for the period ended 31st March 2025 is summarised below:

(Rs. 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 Rs. 69,739.66 Million in 2024-25 vs Rs. 62,954.79 in 2023-24.

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

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

Standalone Financial Results:

On a standalone basis, your Company had:

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

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

PAT reported Rs. 1600.83 Million in 2024-25 vs Rs. 1,839.83 Million in 2023-24. Your Companys 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 COMPANYS 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 Rs. 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), Indias 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 TCPs debut in South India and integrates premium home interiors with smart living solutions.

The collaboration brings together EMILs strengths in home technology, such as automation systems, audio-visual integration, lighting, and connected appliances, with TCPs 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 Indias 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 EMILs intent to diversify customer engagement by blending technology with high-end experiential spaces.

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 2023-24.

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 Companys 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 Companys website at https://investors. electronicsmartindia.com/.

4. CREDIT RATING

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

5. CHANGES IN PAID-UP SHARE CAPITAL

There was no change in the Companys 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 Rs. 10/- each	10,00,00,00,000/-
Issued, Subscribed and Paid-up Share	38,47,48,762 equity shares of Rs. 10/- each	3,84,74,87,620/-
Capital

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 Rs. 7628.98 Million and Rs. 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 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 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. DIRECTORSANDKEYMANAGERIALPERSONNEL

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 reappointment 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 Boards 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.electronicsmartindia.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 Companys 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 Companys 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 companys 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 Companys policies and procedures help in identifying, actively implementing and monitoring the changes or revisions in the applicable accounting standards, statutes or other regulations. The Companys 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.electronicsmartindia.com/.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has an annual CSR budget of Rs. 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 Companys 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 Companys 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 (Firms 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 arms 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 Transactions is available on your Companys website 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. Signi cant or material orders passed by the Regulators or

Courts or Tribunals that impact the going concern status and your Companys 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 bene cially 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 Rs. 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