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

1. FINANCIAL PERFORMANCE

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

Note:

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

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

Consolidated Financial Statements:

On a Consolidated basis, the financial performance of your

Company during 2025—26 is summarised below:

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

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

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

Standalone Financial Results:

On a standalone basis, the financial performance of your

Company during 2025-26 is summarised below:

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

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

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

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

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

2. STATE OF COMPANY’S AFFAIRS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3. DIVIDEND

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

4. CREDIT RATING

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

5. CHANGES IN PAID-UP SHARE CAPITAL

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

6. TRANSFER TO RESERVES

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

7. SUBSIDIARIES/ ASSOCIATES OR JOINT
VENTURES

The Company has two subsidiaries:

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

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

8. PARTICULARS OF LOANS, GUARANTEES, OR
INVESTMENTS

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

9. MANAGEMENT DISCUSSION AND ANALYSIS

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

Changes in Director:

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

Re-appointment of Directors

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

Independent Directors’ Declaration of Independence

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

Pecuniary Relationship of Independent Directors

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

Directors’ Eligibility and Disqualification

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

Code of Conduct

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

11. NUMBER OF MEETINGS OF THE BOARD

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

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

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

12. INDEPENDENT DIRECTORS’ MEETING

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

13. ANNUAL PERFORMANCE EVALUATION OF THE
BOARD

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

Evaluator — Evaluatee — process - parameters

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

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

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

14. POLICY ON DIRECTORS’ APPOINTMENT &
REMUNERATION

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

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

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

electronicsmartindia.com/.

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

15. DECLARATION BY INDEPENDENT DIRECTORS

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

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

16. DIRECTORS’ RESPONSIBILITY STATEMENT

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

with respect to the Directors’ Responsibility Statement, the

Board of Directors of your Company state that:

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

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

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

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

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

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

17. COMMITTEES OF THE BOARD

The Board has constituted 7 committees, consisting of

05 Statutory committees and 02 Non-Statutory functional

committees as mentioned below:

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

18. INTERNAL CONTROLS SYSTEM AND THEIR
ADEQUACY

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

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

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

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

19. RISK MANAGEMENT

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

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

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

20. BOARD POLICIES

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

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

22. CORPORATE GOVERNANCE REPORT

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

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

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

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

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

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

b. Secretarial Auditor & Secretarial Audit Report

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

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

c. Cost Records and Cost Audit:

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

d. Internal Auditor

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

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

25. REPORTING OF FRAUDS BY AUDITORS

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

26. CONSOLIDATED FEES PAID TO STATUTORY
AUDITORS

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

27. SECRETARIAL STANDARDS

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

28. ANNUAL RETURN

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

29. TRANSACTIONS WITH RELATED PARTY

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

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

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

30. PREVENTION OF SEXUAL HARASSMENT AT THE
WORKPLACE

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

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

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

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

31. MATERNITY BENEFITS

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

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

32. VIGIL MECHANISM

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

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

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

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

34. OTHER DISCLOSURES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ACKNOWLEDGMENT

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

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

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

Date: 29^th August 2026 Chairman and Managing Director

Place: Hyderabad DIN: 07899635