V-Mart Retail Ltd Directors Report

BOARDS REPORT

Dear Members,

The Board of Directors of your Company are pleased to present the Twenty Fourth (24^th) Annual Report on the business and operations of V-Mart Retail Limited, along with the Audited Financial Statements, for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The highlights of the financial performance for the year under review are as under:

		(Rs. in lakhs)
Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
Total Income	3,80,440	3,26,598
Profits/(Loss) before Depreciation & Tax	45,183	27,695
Less: Depreciation	29,705	23,299
Profit/(Loss) before tax	15,478	4,396
Less: Tax Expense	3,078	(181)
Net Profit/(Loss) for the period	12,400	4,577
Less: Utilised for Dividend Issue including DDT	0	0
Other comprehensive income	(19)	(281)
Balance carried forward to Balance Sheet	12,381	4,296

Note:

1. The above statements and the financial figures given under the head ‘Financial Highlights are extracted from the Audited Financial Statements which have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules thereafter and other recognized accounting practices and policies, to the extent applicable.

FINANCIAL PERFORMANCE OVERVIEW

In the Financial Year 2025-26, the Companys revenue from operations demonstrated a growth of approximately 16%, reaching Rs. 3,78,936 Lakhs, compared to Rs. 3,25,386 Lakhs in the previous financial year 2024-25. The Company reported an Operating Profit (EBITDA) of Rs. 51,346 Lakhs for FY 2025- 26, as against Rs. 37,711 Lakhs in FY 2024-25. The Company recorded a PAT of Rs. 12,400 Lakhs, as against Rs. 4,577 Lakhs in FY 2024-25.

A comprehensive overview of the Companys operational performance, including insights into market dynamics, business outlook, and related risks and concerns, is provided in the Management Discussion and Analysis Report.

OPERATIONAL PERFORMANCE OVERVIEW

During the financial year under review, the Company continued to strengthen its position as one of Bharats leading value fashion retailers through disciplined expansion, enhanced merchandise relevance, improved operational efficiencies, and accelerated digital transformation. The Companys integrated retail ecosystem, spanning physical stores, digital channels and omnichannel capabilities, enabled it to serve customers more effectively while driving profitable growth.

During FY 2025-26, the Company achieved a significant milestone of operating577 stores across 28 states, reinforcing its presence in Tier II, III and IV markets and strengthening accessibility for customers across Bharat. The Company reported revenue from operations of Rs. 3,78,936 lakhs, registering a growth of approximately 16% over the previous year, while EBITDA increased by 36% year-on-year, reflecting the benefits of improved merchandise productivity, supply chain efficiencies and disciplined cost management.

The Company remained focused on enhancing customer value through superior assortment planning, faster speed-to-market and improved product quality. Private labels continued to remain a key strategic lever, contributing approximately 70% of revenues, enabling greater control over product differentiation, margins and customer relevance

To improve responsiveness and merchandise agility, the Company further strengthened its Product Lifecycle Management (PLM) framework and Design-to-Display processes, creatinga connected workflow across design, sourcing merchandising and allocation functions. These initiatives helped reduce the order-to-shelf cycle from approximately 80 days to 70-75 days, improving speed-to- market and enhancing the Companys ability to respond to evolving consumer preferences.

As part of its omnichannel strategy, the Company further integrated its physical and digital channels to deliver a seamless shopping experience. The 1-Click Omni capability enabled customers to access a wider assortment beyond store inventory and contributed nearly 30% of platform orders, helping improve fulfilment efficiency and conversion rates. Powered by Lime Roads omnichannel ecosystem, customers could seamlessly discover, transact and fulfil purchases across channels.

The Company also strengthened customer engagement through advanced CRM capabilities and Al-enabled marketing interventions. A unified customer data platform enabled personalised campaigns and targeted customer journeys, resulting in 4.7% incremental revenue through CRM-led initiatives, while gamification campaigns achieved approximately 12% in-store conversion.

Technology continued to be a critical enabler of operational excellence. During the year, the Company strengthened its digital capabilities through the development of a unified Digital Spine, integrating product, inventory, store and customer data into a single operating intelligence platform. This architecture enabled near real-time visibility, predictive decision-making and enhanced planning capabilities across the value chain. Advanced analytics and machine learning models supported forecasting, replenishment, inventory allocation and assortment planning, contributing to 84% season sell-through and forecast accuracy of 66-67%.

Supported by disciplined execution, technology-led decision making, a robust supply chain, and a customer-centric operating model, the Company remains well positioned to capture the long-term growth opportunity arising from the increasing formalisation of retail and the rising aspirations of Bharat consumers.

CONFIRMATION

During the year under review, there was no revision of financial statements and Boards Report of the Company for the preceding financial years.

CHANGES IN THE NATURE OF BUSINESS

During the year under review, the Company did not undergo any change in the nature of its business.

DIVIDEND

In terms of Dividend Distribution policy, your Directors at thier meeting held on Thursday, the 7^th day of May, 2026, recommended a dividend of Rs. 1 per share @10%, for the financial year ended March 31, 2026. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting.

GENERAL RESERVES

During the year under review, the Company transferred Rs. 8,126 Lakhs to general reserves. Subsequently, total reserves stood at Rs. 87,164 Lakhs as on March 31, 2026.

CREDIT RATING

Investment Information and Credit Rating Agency of India Limited (ICRA) has maintained the long-term rating of [ICRA] AA- (pronounced ICRA double A minus) and also maintained the short-term rating of [ICRA] A1+ (pronounced ICRA A one plus) assigned to the overall Rs. 300 crores Line of Credit of the Company.

The credit rating of the Company as on March 31, 2026 is as under:

Facilities	Previous Rating	Current Reaffirmed Rating
Long-term bank limits	[ICRA] AA- (ICRA double A minus) (Stable); Outstanding	[ICRA] AA- (ICRA double A minus) (Stable); Outstanding
Short-term bank limit	ICRA A1 + (ICRA A one plus); Outstanding	ICRA A1 + (ICRA A one plus); Outstanding

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Schedule V read with Regulation 34(2)(e) of SEBI Listing Regulations, the Management Discussion and Analysis Report for the Financial Year under review, is presented in a separate section, forming part of the Annual Report.

AWARDS AND ACCOLADES

During the financial year 2025-26, the Companys pursuit of excellence across financial reporting, customer centricity, and retail innovation was recognized through several prestigious industry honors. These accolades underscore our commitment to transparency, brand resonance, and operational leadership in the retail sector.

Corporate Governance & Reporting

• ICAI Awards for Excellence in Financial Reporting, 2025

• Ranked 19th in LACP Vision 2024-25 Award in the I ntegrated Report Competition for the following categories:

Platinum Award for the Annual Report, and Gold Award for the Integrated Report.

Retail Excellence & Customer Experience

• Best use of Personalization to Elevate the Customer Journey (Retail) by Excellence Awards, 2025

• Value Retailer of the Year 2025 by IReC Awards

• Images Most Admired Retailer of the Year: Visual Merchandising by Images Retail awards, 2025

Marketing & Brand Innovation

• Influencer Marketing: Festive Marketing Campaign by Trendies Awards, 2025

• Dun & Bradstreet LISTING

The Equity Shares of the Company continue to be listed on BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). The Company has paid the annual listing fees for the Financial Year 2025-26 to both the exchanges. The relevant details of the stock exchanges are as follows:

Exchange	Scrip Code	ISIN
NSE	VMART	INE665J01013
BSE	534976

WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial Year ended March 31, 2026, in Form MGT-7 will be made available on the Companys website at https://vmart. co.in/other-disclosures/.

CORPORATE GOVERNANCE

In accordance with Regulation 34(3)ofSEBI Listing Regulations, this report is accompanied by a comprehensive Report on Corporate Governance, which forms an integral part of the Annual report.

NUMBER OF BOARD MEETINGS

During the Financial Year under review, the Board met five (5) times. The meeting details are provided in the Corporate Governance Report that forms part of the Annual Report. The gap between two consecutive Board Meetings did not exceed 120 (One Hundred and Twenty) days as stipulated under Section 173 of the Act, Regulation 17 of the SEBI Listing Regulations and Para 2.1 of Secretarial Standard - 1.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

As on March 31, 2026, the Board of Directors consists of 6 (six) members, of which three (3) are Independent Directors including one (1) Independent Woman Director. The composition of the Board of Directors is provided below:

Name of Directors	Designation
Mr. Aakash Moondhra	Chairperson & Non- Independent Non-Executive Director
Mr. LalitAgarwal	Executive Managing Director
Mr. Madan Gopal Agarwal	Executive Whole Time Director
Mr. Govind S Shrikhande	Independent Director
Mr. Raghuvesh Sarup	Independent Director
Ms. Shweta Kumar	Independent Director

During the year under review, there were no changes to the Board of Directors of the Company.

Key Managerial Personnel

In pursuance of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2026 are as follows:

Sr. No.	Name	Designation
1	Mr. Lalit Agarwal	Managing Director
2	Mr. Madan Gopal Agarwal	Whole-time Director
3	Mr. Anand Agarwal	Chief Financial Officer
4	Ms. Megha Tandon	Company Secretary

During the year under review, there were no changes in the Key Managerial Personnel ("KMP") of the Company.

BOARD EVALUATION

To ensure the efficient functioning of the Board and its Committees while ensuring compliance with statutory requirements, the Board conducted an annual evaluation of its own performance, its Committees and individual Directors. This assessment followed the framework designed by the Nomination & Remuneration Committee in compliance with the Companies Act, 2013, and SEBI Listing Regulations.

The results were presented to the Board and its Committees for review. Furthermore, an external agency was engaged to provide a validation certificate. The evaluation parameters and methodology along with validation certificate forms part of Corporate Governance Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company maintains a comprehensive Familiarization Programme designed to provide Independent Directors with deep insights into business model, strategy, risk management framework, and regulatory environment. Through structured training sessions, regular corporate updates, and direct interaction with Senior Management, Directors gain a thorough understanding of the Companys operations and market positioning. Detailed information regarding the induction and familiarization program is included in the Corporate Governance Report and is accessible on the Companys website at https://vmart.co.in/wp-content/ uploads/V-Mart-Familiarization-Programme 2025-26.pdf.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:

a. they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with Schedule IV and Rules made thereunder, and Regulation 16 of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;

b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

Further, they have confirmed that they have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) and/or reenactments) thereof for the time being in force) or are debarred or disqualified by the Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs ("MCA") or any other such statutory authority.

All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior Management for the financial year 2025-26.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than payments towards the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

In the opinion of the Board, all the Independent Directors possess strongsense of integrity and have requisite experience, skills, qualification, expertise and proficiency. For further details, please refer to the Corporate Governance Report that forms part of this Annual report.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report forming part of the Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys Nomination & Remuneration Policy serves as the framework for Board composition and executive compensation. The Nomination & Remuneration Committee is responsible for identifying vacancies, evaluating potential candidates, and recommending appointments to the Board and Shareholders.

Furthermore, the responsibilities of Nomination & Remuneration Committee include, but are not limited to:

1. Talent Identification: Proactively identifying and vetting individuals qualified to serve as Directors or Senior Management Personnel.

2. Tenure Management: Determining the tenure of

Independent Directors, including decisions regarding the continuation or extension of their terms based on rigorous performance evaluations.

3. Comprehensive Compensation: Formulating a holistic remuneration policy for Directors, Senior executives, and employees, encompassing ESOPs, pensions, and other compensatory benefits.

The complete policy, encompassing the criteria for independence and positive attributes required under Section 178(3), is available on the website of the Company at https:// vmart. co. in/wp-content/uploads/N RC-Policv-2.pdf.

SHARE CAPITAL

a. Buy-Back of Securities: During the year under review, the Company has not undertaken any buy-back of its securities.

b. Issue of Sweat Equity: The Company has not issued any sweat equity shares during the year under review.

c. Issue of Bonus Shares: During the year under review, the Board of Directors, at its meeting held on May 02, 2025, recommended the issuance of Bonus Shares in the ratio of 3:1. This recommendation was subsequently approved by the Shareholders of the Company on June 12, 2025, through a Postal Ballot. Further, the Nomination & Remuneration Committee, in its meeting held on June 24, 2025, also approved the allotment to the eligible shareholders.

Pursuant to this Bonus Issue, the Company allotted 5,95,30,353 (Five Crores Ninety-Five Lakhs Thirty Thousand Three Hundred and Fifty-Three) fully paid-up Equity Shares of Rs. 10/- each to eligible shareholder whose names appeared in the Register of Members as on the Record Date, i.e., June 23, 2025. The bonus shares were allotted in the ratio of 3:1, representing 3 (three) new fully paid-up equity shares of Rs. 10/- each for every 1 (one) existing fully paid-up equity share held

This issuance was executed by capitalizing a sum not exceeding Rs. 59,53,03,530/- (Rupees Fifty Nine Crores Fifty Three Lakhs Three Thousand and Five Hundred Thirty) from the Securities Premium account of the Company, as per the audited accounts for the financial year ended March 31, 2025. These bonus shares rank pari-passu in all respects with the existing equity shares of the Company

d. Employees Stock Option / Restricted Stock Units: The details relatingto the ESOP are available on the Companys website and can be accessed at https://vmart.co.in/ corporate-governance/. A certificate from the Secretarial Auditors confirming that the ESOP schemes have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available for inspection

Pursuant to the issue of bonus shares during the year, the Company obtained in-principle approvals from BSE Limited and National Stock Exchange of India Limited for the adjusted ESOP pool under the ESOP Schemes approved by the shareholders. Accordingly BSE Limited and National Stock Exchange of India Limited, granted in-principle approval for the issuance and allotment of 647,403 equity shares of Rs 10 each under V-Mart ESOP Scheme 2012 and 1,330,209 equity shares of Rs. 10 each under V-Mart ESOP Scheme 2020, pursuant to the adjustment arising from the bonus issue.

AUTHORISED SHARE CAPITAL

During the year under review, the Board of Directors, at its meeting held on May 02, 2025, recommended an increase in the Authorised Share Capital of the Company from Rs. 25,00,00,000/- (Rupees Twenty-Five crores) to Rs. 95.00. 00.000 (Rupees Ninety-Five crores only), divided into 9.50.00.000 (Nine Crores and Fifty Lakhs only) equity shares of Rs. 10/-(Rupees Ten only) each. The said increase was approved by the shareholders through a Postal Ballot on June 12, 2025.

Accordingly, The Authorized Share Capital of the Company as on March 31, 2026 stood at Rs. 95,00,00,000 (Rupees Ninety- Five crores only) divided into 9,50,00,000 (Nine Crores and Fifty Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) each.

RELATED PARTY TRANSACTIONS

• Review

During the year under review, all transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Related Party Policy of the Company. All Related party transactions undertaken during the financial year were conducted at arms length and in the ordinary course of business. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseen and repetitive nature. There were no materially significant related party transactions with Promoters, Key Management Personnel, or other designated persons that could potentially conflict with the interests of the Company as a whole.

• Policy

The Company has established a policy on Related Party Transactions, which is available on its website at https:// vmart.co.in/wp-content/uploads/Final-RPT-Policv-2.pdf.

• Statutory Disclosures

The details of related party transactions entered during the year in terms of Ind AS - 24 forms part of financial statements. The particulars of the contract or arrangement with related parties referred in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed as Annexure A to this report.

DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted any deposits from the public falling under Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest was outstanding as on the date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, forms part of the notes to the financial statement provided in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN MARCH 31, 2026 AND THE DATE OF BOARDS REPORT

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate to and the date of this report.

SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

REGISTERED OFFICE

The Registered Office of the Company continues to be situated at 610-611, Guru Ram Dass Nagar, Main Market, Opp. SBI Bank, Laxmi Nagar, New Delhi - 110092.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In alignment with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company remains steadfast in its commitment to social upliftment and ethical corporate citizenship.

• CSR Committee

The Board has constituted a CSR Committee to oversee the formulation, implementation, and monitoring of the Companys CSR Policy. As of March 31, 2026, the Committee comprises the following members:

Name of the Member	Designation
Mr. Raghuvesh Sarup	Chairperson
Mr. LalitAgarwal	Member
Mr. Madan Gopal Agarwal	Member
Mr. Aakash Moondhra	Member

• CSR Policy

The CSR Policy adopted by the Board is available on the Companys website and can be accessed at https://vmart. co.in/wp-content/uploads/CSR-Policv-pdf-

• CSR Expenditure & Voluntary Contribution

In accordance with Section 135(5) of the Companies Act, 2013, and its subsequent rules, the Company is mandated to allocate a minimum of 2% of its average net profits from the past three financial years towards Corporate Social Responsibility (CSR) initiatives, as calculated under Section 198 of the Companies Act, 2013.

For the financial year 2025-26, the Company was not statutory mandated to earmark funds toward CSR activities as per the stipulated criteria.

Nevertheless, the Company has voluntarily contributed Rs. 16 lakhs to CSR projects, surpassing its statutory obligation. This voluntary spend reflects our ingrained philosophy of giving back to society, regardless of regulatory mandates.

• Annual Report on CSR

The brief outline of the CSR Policy and the initiatives undertaken during the year, in the format prescribed under the Companies (CSR Policy) Rules, 2014, is annexed as "Annexure B" to this Report.

CONSERVATION OF ENERGY

Although our company does not consume energy at an industrial scale, sustainability remains a top priority. Our 700 KWP rooftop solar power plant at our Palwal warehouse now generates over 2,700+ GJ of renewable energy annually, significantly reducing dependence on conventional energy sources. This facility has been built to incorporate green HVAC systems, LED lighting, motion sensors, and smart energy monitoring dashboards.

Across our store network, we have continued expanding 100% LED lighting, temperature-regulated air conditioning, heat control films, and optimised electrical designs to improve energy efficiency. On water conservation, our sewage treatment plant at Palwal recycles approximately 40,000 KL of water annually for landscaping, while RO wastewater recovery systems across stores reduce wastage. We achieved approximately 90% carton reuse across our supply chain, eliminated 100% plastic shrink wrap, removed 1.4 Crore polybags, and enabled production of over 27 Lakh garments using recycled fabrics. Further details are available in the Natural Capital section of this Annual Report.

TECHNOLOGY ABSORPTION

Technology continued to be a key enabler of operational excellence and customer-centric growth during the year. The Company strengthened its digital capabilities through the development of a unified Digital Spine, integrating product, inventory, vendor, store, and customer data to enable faster decision-making and greater operational visibility across the value chain.

The Company further enhanced its Product Lifecycle Management platform and implemented a Vendor Management System to improve collaboration, sourcing efficiency, product development, and supply chain responsiveness. Advanced analytics and automation were increasingly leveraged for demand forecasting, inventory allocation, replenishment planning, and merchandise management, helping improve inventory productivity and speed-to-market.

The Company also continued to strengthen its omnichannel capabilities through seamless integration of stores and digital platforms, while expanding the use of customer analytics and business intelligence tools to drive personalized engagement and data-driven decision-making.

These initiatives have enhanced operational agility, improved planning accuracy, and strengthened the Companys ability to serve evolving customer needs efficiently and at scale.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Sr. . Particulars No.	Foreign Exchange Earning	Foreign Exchange Outgo
	(Amount in Rs.)	(Amount in Rs.)
1 Services in relation to Advertisements	Nil	102.6 Lakhs

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Board of Directors have established a Code of Conduct applicable to its members and Senior Management Personnel. This Code serves as a foundational framework for ethical business practices, equitable treatment, and the prohibition of actions such as bribery, corruption, and anticompetitive behaviour

All Board members and Senior Management Personnel have confirmed their compliance with the Code of Conduct for the Financial Year 2025-26. A declaration affirming this adherence, signed by Mr. Lalit Agarwal, Managing Director, is included in the Corporate Governance Report forming part of this Annual Report.

The Code of Conduct is available on the website of the Company at https://vmart.co.in/wp-content/uploads/V-Mart Code-of-Conduct-for-Directors-SMPs Mav-2024.pdf

VIGIL MECHANiSM/WHISTLE BLOWER POLICY

The Company remains committed to the highest standards of ethical behavior and has adopted a robust vigil mechanism through Whistle Blower Policy in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations to provide a safe platform to report illegal or unethical activities.

This mechanism empowers Directors, employees, and all stakeholders to report concerns regarding fraud, violations of legal or regulatory obligations, breaches of the Companys code of conduct/policies, or incorrect or misrepresentation of any financial statements and reports, or any activity detrimental to the Companys interests, ensuring complete protection against victimization.

During the year under review, the Company affirms that no personnel has been denied access to the Audit Committee.

The Policy is available on the website of the Company at https:// vmart oo in/wp-oontent/uploads/Whistle-Blower-Poliov-1 pdf

CODE ON PROHIBITION OF INSIDER TRADING

In accordance with SEBI Prohibition of Insider Trading Regulations, the Company has implemented a Code of Conduct for Insider Trading and a Code of Fair Disclosure to regulate and report trading by Designated Persons. These frameworks ensure the ethical management of Unpublished Price Sensitive Information (UPSI) and strictly prohibit insider trading activities. To support these measures, the Company maintains a Structured Digital Database (SDD) and conducts regular awareness initiatives, such as informative mailers, Flash cards, short awareness videos and quizzes, to keep employees updated on their compliance obligations.

The Audit Committee evaluated the adequacy and effectiveness of the internal control systems related to insider trading. The Committee reviews the instances of non-compliance, if any, and recommends necessary actions to the Board in line with the Companys penalty framework. Regulatory breaches, if any, are promptly reported to the Stock Exchanges, and applicable penalties are deposited by the Designated Persons intoSEBIs Investor Protection and Education Fund.

All Directors and Designated Persons have confirmed their compliance with the Code for the financial year 2025-26

The Code of Conduct for lnsider Trading and Code of Fair Disclosure is available on the Companys website at https://vmart.co.in/ WD-content/uploads/lnsider-Trading-Code-of-Conduct-l.pdf and https://vmart.co.in/wp-content/uDloads/2022/09/CQDE. pdf respectively.

COMPLIANCE MANAGEMENT

A comprehensive Compliance Certificate, accompanied by detailed annexures, is presented to the Board on a quarterly basis. The report offers a holistic assessment of the Companys compliance landscape, identifies any deviations from applicable requirements, and outlines the corrective and preventive actions (CAPA) implemented to reinforce compliance controls, enhance accountability, and proactively mitigate future risks.

RISK MANAGEMENT

The Company has established an integrated enterprise risk management framework aligned with globally recognised standards and requirements of the Companies Act and SEBI regulations. This framework enables proactive identification, assessment, and mitigation of key risks across strategic, operational, financial, compliance, and reputational dimensions, thereby ensuring resilience and alignment with long-term objectives.

Risk management is embedded across the organisation through a structured top-down and bottom-up approach, supported by active Board oversight. In compliance with Regulation 21 of the SEBI Listing Regulations, the Board has adopted a Risk Management Policy and constituted a Risk Management Committee. The Committee assists the Board in its oversight of risk identification, impact assessment, and the implementation of effective mitigation plans.

The Company is increasingly leveraging Artificial Intelligence (Al) and advanced analytics to strengthen risk identification, predictive monitoring, and real-time decision-making. In addition, the Company is integrating ESG considerations into its risk philosophy. This strengthens resilience, enhances stakeholder trust, and supports responsible long-term value creation.

A detailed analysis of business risks and opportunities is included in the Management Discussion and Analysis Report.

HUMAN RESOURCE MANAGEMENT

The Company believes that its people are central to delivering superior customer experiences and sustaining long-term growth. During FY 2025-26, the Company continued to strengthen its human capital through focused investments in capability building, leadership development, and employee engagement. Several learning initiatives were undertaken during the year, including structured induction programmes for frontline employees, customer service excellence training, store leadership development programmes, and functional upskilling initiatives aimed at enhancing merchandising, supply chain, digital, and analytics capabilities

Recognising the increasing role of technology in retail operations, the Company also conducted targeted training programmes to improve digital adoption across stores and support functions, enabling employees to effectively leverage new systems and data-driven decision-making tools. In addition, emerging leaders were identified through structured talent development interventions to build a strong internal leadership pipeline and support the Companys expanding store network.

The Company remains committed to fostering an inclusive, safe, and performance-oriented workplace that encourages collaboration, innovation, and continuous learning. Employee engagement and recognition programmes were conducted throughout the year to strengthen organisational culture and reinforce shared values. As on March 31, 2026, the Company employed over 13,000 employees across its operations. Industrial relations remained cordial throughout the year, and the Company did not experience any material industrial disputes affecting its operations.

In accordance with Section 197(12) of the Companies Act, 2013, read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite statement of employee particulars is appended as Annexure C to this Report. This includes details of employees who received remuneration exceeding Rs 1.02 Crores per annum (if employed throughout the year) or Rs 8.5 Lakhs per month (if employed for part of the year).

For further insights, please refer to the Human Capital section of the Annual Report.

INTEGRATED REPORT

The Company is committed to transparency and comprehensive reporting, as demonstrated by our voluntary Integrated Report. This report provides a holistic overview of our performance, integrating both financial and non-financial information to provide stakeholders with a deeper understanding of the Companys strategic perspective and value creation process.

Our reporting framework offers an in-depth look at our core business activities, governance structure, and strategic objectives. It specifically highlights our ability to generate longterm value across the Six Capitals namely Financial capital, Manufactured capital, Intellectual capital, Human capital, Social & Relationship capital, and Natural capital. This comprehensive approach ensures that all dimensions of value creation are captured, reflecting our unwavering dedication to sustainable development and meaningful stakeholder engagement.

AUDITORS & AUDIT REPORT

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/E300005) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 21^st Annual General Meeting held on September 15, 2023 until the conclusion of 26^th Annual General Meeting of the Company to be held for the financial year 2027-28.

The Auditors have confirmed their eligibility and independence in accordance with the Companies Act and the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI). They have further affirmed that they are not disqualified from continuing their tenure.

The Statutory Auditors Report for the financial year 2025-26 is presented with an "unmodified opinion" and forms part of this Annual Report. There are no qualifications, observations, or adverse remarks in the Auditors Report. The Notes to the Financial Statements referred to therein are self-explanatory and, accordingly, do not require further clarification or comment from the Board.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of SEBI Listing Regulations, M/s. Agarwal S. & Associates, Company Secretaries (Firm Registration Number: P2003DE049100) were appointed as the Secretarial Auditors of the Company for a term of five consecutive years from the Financial Year 2025- 26 until the conclusion of 28^th Annual General Meeting of the Company which will be held for the financial year 2029-30.

The Secretarial Audit Report in Form MR-3, issued under the Act and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, is enclosed as Annexure D to this Report. The Secretarial Audit Report contains the following observation :

"During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above subject to non-compliance under Regulation 29(l)(f) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (SEBI LODR 2015). Company is required to give prior intimation of at least two working days in advance, excluding the date of the intimation and date of the meeting to stock exchange about the meeting of the board of directors which was held for issue of Bonus Shares. The meeting of the board of directors which was held on 02.05.2025. It was initially intimated to the stock exchanges on April 23, 2025, subsequently an updated intimation was filed on April 29, 2025, to include an additional agenda for the proposal of a bonus issue. Due to the trading holiday on May 01, 2025 (Maharashtra Day) the updated intimation fell short by one working day. Consequently, The National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) each has levied fine of Rs. 11,800/- (inclusive of GST @18%) for non-compliance of Regulation 29(l)(f) of SEBI LODR 2015, which has been paid."

The Board wishes to state that the delay in compliance with Regulation 29 was inadvertent and unintentional due to the trading holiday on account of Maharashtra Day (May 01, 2025), the "two working days" notice period fell short by one day, as this is a regional holiday celebrated primarily in Maharashtra.

The Company has taken immediate corrective measures to ensure that such non-compliance does not recur in the future. The Management has committed to strengthening its compliance calendarto accountfortrading holidays inthefuture.

Further the Annual Secretarial Compliance Report for the financial year 2025-26 confirming compliance with all applicable SEBI Regulations, Circulars, Guidelines, and Secretarial

Standards was received in accordance with Regulation 24A of the Listing Regulations. This report is available on the Companys website at https://vmart.co.in/other-disclosures/.

Internal Auditors

As part of our commitment to maintaining the highest standards of internal control and governance, the Company has engaged M/s. KPMG Assurance & Consulting Services LLP, a firm established under the Limited Liability Partnership Act, 2008, to carry out our internal audit and review our internal control environment.

KPMG, a globally recognized leader in Audit, Tax, and Advisory services, conducts comprehensive quarterly audits across our diverse business operations. On a quarterly basis, the Internal Auditor presents a detailed status report to the Audit Committee, encompassing key findings, risk assessments, and the remedial action plans agreed upon with Management.

This robust internal audit framework ensures continuous oversightand reflects our unwaveringdedicationto transparency, operational excellence, and corporate governance.

Reporting of Frauds by Auditors

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has instituted a comprehensive internal financial control framework that is commensurate with the scale, size, and complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial and operational information, compliance with applicable laws and internal policies, safeguarding of assets, prevention and detection of frauds and errors, and the accuracy and completeness of accounting records.

The Board periodically reviews the Companys internal policies, processes, and internal financial control systems to ensure their continued effectiveness. Accordingly, the Directors Responsibility Statement includes a confirmation on the adequacy of internal financial controls. The effectiveness of these controls is evaluated through management reviews, self-assessments, ongoing monitoring by functional heads, and testing conducted as part of internal and statutory audits. Further, an independent assessment of the Internal Controls over Financial Reporting (ICoFR) has been carried out by the Statutory Auditors, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

Your Company laid down an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee (1C) has been set up to redress complaints regarding sexual harassment, if any.

The Composition of the 1C Committee as on March 31, 2026 is as follows:

Sr. No.	Details of member of 1C	Name	Official Designation
1	Chairperson (F)	Ms. Anjali Goel	VP - Human Resources
2	Member	Ms. Megha Tandon	Company Secretary
3	Member	Ms. Sonal Singh	GM-HR
4	Member	Mr. Karun Kumar	AVP - Governance & Risk Control
5	Member (NGO)	Ms. Sonal Mattoo
6	Member	Ms. Shweta Kumar	Independent Director

The disclosures for the period under review as per the Anti- Sexual Harassment Policy of the Company and applicable Act thereof are as follows:

a) Number of complaints of sexual harassment received during the year: 4

b) Number of complaints disposed-off during the year: 4

c) Number of cases pending for more than ninety days: 0

d) Number of workshops on awareness program against sexual harassment carried out: 2

e) Nature of action taken by the employer or district officer: A detailed investigation was carried out by the Company and the appropriate action was taken to resolve the matter.

The Policy for prevention of sexual harassment is announced to all the staff and is available on the Companys website at https:// vmart.co.in/wD-content/uploads/Annexure-A-POSH-Policv.Ddf.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

Your Company remains in full compliance with all statutory provisions of the Maternity Benefit Act, 1961, ensuring a supportive environment and all prescribed benefits for its women employees.

INCIDENT OF FRAUD

No material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our auditors.

INVESTORS EDUCATION & PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer & Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by Central Government after completion of seven years.

Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more are required to be transferred by the Company in the name of IEPF.

Further, shareholders may verify the details of such transfers on the Companys website at https://vmart.co.in/ shareholding-information/.

ENVIRONMENT SOCIAL GOVERNANCE (ESG)

The Company remains committed to integrating Environmental, Social and Governance (ESG) principles into its business strategy and operations to create sustainable long-term value for all stakeholders. During FY 2025-26, the Company continued to strengthen its ESG framework through initiatives focused on responsible sourcing, energy efficiency, waste reduction, resource conservation, employee well-being, diversity and inclusion, community development, and robust corporate governance practices. Sustainability considerations are increasingly being embedded across business processes to support responsible growth and enhance organisational resilience.

The Board and its Committees provide oversight on ESG- related matters, ensuring alignment with the Companys long-term objectives and stakeholder expectations. The Company continued to undertake various environmental and social initiatives, including renewable energy adoption, responsible packaging practices, employee development programmes, and community engagement activities. The Company remains committed to advancing its ESG agenda and fostering a culture of responsible business conduct while contributing positively to society and the environment.

For more details refer to ESG Page forming part of the Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the Business Responsibility & Sustainability Report describing the initiatives undertaken by the Company from environmental, social and governance perspective is presented in a separate section forms part of the Annual Report.

COST RECORDS AND COST AUDIT

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, the maintenance of cost records and the requirement for a cost audit are not applicable to the business activities carried out by the Company during the financial year under review.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 ("the listing regulations"), the top 1000 listed companies shall formulate a dividend distribution policy.

Accordingly, the Company has adopted a formal policy that outlines the key financial parameters and internal/external factors to be considered by the Board of Directors when determining the distribution of dividends to shareholders or the retention of profits.

The policy is available on the Companys website at the link: http://vmart.co.in/wp-content/uploads/2023/07/Dividend- Distribtion-Policv-l.pdf.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application has been made or any proceeding is pending under Insolvency and bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE DURING ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there were no instances of onetime settlements or bank term loans; Accordingly, the disclosure of differences between valuation at the time of settlement versus loan inception is not applicable.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as prescribed under Section 118(10) of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is confirmed that:

a) In the preparation of the annual accounts for the Financial Year ended on March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

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 ended on March 31, 2026 and of the profit or loss of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of thisActfor safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared 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 operating effectively;

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

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continued trust, support, and cooperation extended by the Companys employees, shareholders, customers, suppliers, bankers, business partners, and other stakeholders, whose contribution has been invaluable to the Companys growth and success.

The Board also gratefully acknowledges the guidance and support received from the Central and State Governments, regulatory authorities, and other statutory bodies

Your Directors further commend the dedication, commitment, and efforts of all employees across the organisation. Their unwavering focus, professionalism, and contribution continue to be instrumental in advancing the Companys objectives and sustaining its long-term growth

		By the Order of the Board and
		On behalf of the Board
	Madan Gopal Agarwal	Lalit Agarwal
Place: Gurugram	DIN:02249947	DIN: 00900900
Date: May 07, 2026	Whole-time Director	Managing Director