Vishal Mega Mart Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their Eighth (8th) Report on the business and operational performance of the Company for the financial year ended March 31, 2026 (Year under Review), together with the Audited Standalone and Consolidated Financial Statements (Financial Statements) for the said period, the Auditors Report thereon, and other relevant statements and disclosures as required under the Companies Act, 2013 (the Act), the relevant rules made thereunder and applicable regulations.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended on March 31, 2026 is summarised below:

(Amount in million)

Particulars	Financial Year ended March 31, 2026	Financial Year ended March 31,2025	Financial Year ended March 31, 2026	Financial Year ended March 31, 2025
Revenue from operations	66,313.84	59,466.04	1,29,063.21	1,07,163.45
Other Income	708.09	451.06	862.86	585.56
Total Income	67,021.93	59,917.10	1,29,926.07	1,07,749.01
Total Expenses	58,244.51	53,596.42	1,18,676.03	99,256.08
Profit Before Tax (PBT)	8,777.42	6,320.68	11,250.04	8,492.93
Total Tax expense	2,216.58	1,594.94	2,857.77	2,173.26
Net profit/(Loss) after tax (PAT)	6,560.84	4,725.74	8,392.27	6,319.67
Other comprehensive Income (net of taxes)	5.16	(0.08)	(14.94)	(14.99)
Total Comprehensive income for the year	6,566.00	4,725.66	8,377.33	6,304.68

Note: The above figures are extracted from the standalone and consolidated financial statements prepared in compliance with Indian Accounting Standards (IND AS). The Financial Statements of the Company have been complied with all aspects of Indian Accounting Standards (IND AS) notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

2. OPERATING RESULTS & BUSINESS PERFORMANCE

During the Year under Review, the Company achieved robust growth, expanding its total store count to 795. On a consolidated basis, revenue from operations for the financial year 2025-26 stood at 1,29,063.21 million, reflecting a 20.4% increase over the previous year. Net profit for the financial year 2025-26, on a consolidated basis, was 8,392.27 million, marking a growth of 32.8% compared to the previous year.

Additionally, on a Standalone basis, revenue from operations for the financial year 2025-26 stood at 66,313.84, reflecting a 11.5% increase over the previous year. Net profit for the financial year 2025-26, on a standalone basis, was 6,560.84 million, marking a growth of 38.8% compared to the previous year.

The Members are advised to refer to the separate section on Management Discussion and Analysis, which is part of this report, for a detailed understanding about the company, financial and operational performance of the Company, macroeconomic and geo-political factors, and industry overview.

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board of Directors of the Company has adopted a Dividend Distribution Policy. The Policy outlines the parameters and factors to be considered by the Board in determining the distribution of dividend to its shareholders and is available on the Companys website and can be accessed at

During the Year under Review, the Board did not recommend any dividend. Further, no amount was required to be transferred to the Investor Education and Protection Fund for the Year under Review.

4. TRANSFER TO RESERVE

During the Year under Review, the Company did not transfer any amount to the General Reserve. For detailed information on the movement in Reserves

Annual Report 2025-26

and Surplus for the year ended March 31, 2026, shareholders are requested to refer to the Statement of Changes in Equity provided in the Standalone and Consolidated Financial Statements of the Company for the said period forming part of this Annual Report.

5. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of your Company between the end of the financial year 2025-26 and date of this report.

As required under Section 134(3) of the Act, the Board of Directors informs the members that during the financial year, there have been no material changes, except as disclosed elsewhere in report:

In the nature of Companys Business; and

In the Companys Subsidiaries or in the nature of business carried out by them.

6. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the Year under Review, no company became or ceased to be the subsidiary, joint venture or associate company of the Company. As at the end of the reporting period, the Company has the following wholly owned subsidiary companies namely:

SI. Name of Subsidiary No.	Status
1. Airplaza Retail Holdings	Wholly Owned
Private Limited	Subsidiary
2. Vishal E-Commerce Private	Wholly Owned
Limited	Subsidiary

The Companydoes not have any Associate Company or Joint Venture. The Consolidated Financial Statements of the Company includes the Financial Statements of its subsidiaries, i.e. Airplaza Retail Holdings Private Limited and Vishal E-Commerce Private Limited and Financial Statements of entities over which it exercises control i.e. Vishal Mega Mart CSR Trust.

During the Year under Review, Airplaza Retail Holdings Private Limited continues to be the material subsidiary of the Company in terms of the relevant provisions of the Listing Regulations.

Performance and Financial Position of the Subsidiary(ies)

* Airplaza Retail Holdings Private Limited (ARHPL), a material subsidiary of the Company, is engaged in the business of, inter alia, retail trading of

Apparels, General Merchandise and Fast-moving consumer goods (FMCG).

During the Year under Review, ARHPL reported revenue from operations of Rs. 1,28,926.16 million, compared to Rs. 1,06,708.14 million in the previous financial year.

¦ Vishal E-Commerce Private Limited: The Company did not have any operation during the Year under Review.

Pursuant to Section 129 (3) of the Act and Ind-AS 110 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

A statement containing the salient features of the financial statements of Subsidiaries in the prescribed Form AOC-1 is attached as Annexure -1 to this report. Further, the Company doesnt have any Associates, hence, no information in this regard is required to be furnished.

Additionally, contribution of subsidiaries to the overall performance of the Company has been disclosed in Note No. 30 of the Consolidated Financial Statements of the Company for the financial year 2025-26.

The Policy for determining material subsidiary(ies) is available on the Companys website and can be accessed at resources/media/files/94b6838e-0662-4935-8b39- 0154h3466732.pdf.

In terms of provisionsof Section 136 of the Act, separate audited accounts of the Subsidiary Companies for the financial year 2025-26 are available on website of the Company at . The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary(ies) interested in obtaining the same.

7. HUMAN RESOURCES

As of March 31, 2026, the Company had 21,913 permanent employees on a consolidated basis, including subsidiaries, and 523 permanent employees on astandalone basis. Ouremployeeshave consistently remained amongst the most valued stakeholders of the Company, and their contributions continue to drive our growth and success.

In accordance with the provisions of Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the requisite disclosures relating to the remuneration of Directors and employees are provided in Annexure - 2 to this Report.

Pursuant to Section 136 of the Act and the applicable rules thereunder, the Annual Report including the Financial Statements for the financial year 2025-26 are being circulated to the shareholders excluding the statement containing particulars of employees remuneration under Section 197 of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Any shareholder who wishes to obtain a copy of such information may request the same by sending an email to the Company Secretary and Compliance Officer at .

8. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public, during the Year under Review, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding or remained unclaimed as on the date of Balance Sheet.

9. AUDITORS

A. Statutory Auditors

In terms of the provisions of Section 139 of the Act, the shareholders of the Company in their Seventh (7 1h ) Annual General Meeting (AGM) held on September 29, 2025 had appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/ N500013) as the Statutory Auditors of the Company for a second term of 4 (Four) consecutive years, i.e., to hold the office from conclusion of 7 lh AGM till the conclusion of 1T h AGM of the Company.

M/s. Walker Chandiok & Co. LLP have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and satisfy the prescribed eligibility criteria.

The Auditors Report read together with Annexures referred to in the Auditors Report for the financial year ended March 31, 2026 was issued with an unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer. During the Year

under Review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

B. Internal Auditors

The Board of Directors in their meeting held on August 13, 2025, appointed M/s. Ernst & Young LLP as Internal Auditors of the Company for the Financial Year 2025-26, who have conducted the internal audits periodically and shared their reports and findings with the Audit Committee and follow-up actions thereon from time to time. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Companys risk management policies and systems.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act (including the rules made thereunder) and Regulation 24A of the Listing Regulations, and on the basis of the recommendation of the Board of Directors, the shareholders of the Company in their Seventh (7 th ) AGM held on September 29, 2025, appointed M/s. Chandrasekaran Associates, Company Secretaries (Firm Registration Number: P1988DE002500 and Peer Review Certificate no. 6689/2025) as the Secretarial Auditors of the Company for a first term of 5 (five) consecutive years, i.e., to hold the office from conclusion of 7 h AGM till the conclusion of 12 1h AGM of the Company, to conduct the Secretarial Audit. The secretarial audit report for the financial year 2025-26 annexed as Annexure - 3 issued by the Secretarial Auditor does not contain any qualification, reservation, observation, disclaimer or adverse remark.

M/s. Chandrasekaran Associates, Company Secretaries (Firm Registration Number: P1988DE002500), also acted as Secretarial Auditors of Airplaza Retail Holdings Private Limited (ARHPL), material unlisted subsidiary of the Company for the Year under Review, in compliance with Regulation 24A of the Listing Regulations.

The secretarial audit report of ARHPL for the financial year 2025-26 annexed as Annexure - 4 does not contain any qualification, reservation, observation, disclaimer or adverse remark.

During the Year under Review, the Secretarial Auditors have not reported any instances of fraud in the Company or in ARHPL under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

M/s. Chandrasekaran Associates, Company Secretaries (Firm Registration Number: P1988DE002500) have confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria in accordance with the provisions of the Act and the Listing Regulations.

During the Year under Review, the Company issued & allotted 7,56,89,583 (Seven Crores Fifty-Six Lakhs Eighty-Nine Thousand Five Hundred and Eighty-Three) Equity Shares of the Company pursuant to exercise of Employee Stock Options. Details are as follows:

SI. Date of Allotment No.	Brief details	Number of Equity Shares allotted
1 May 09, 2025	Allotment of Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019	2,71,35,264
2 June 05, 2025	Allotment of Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019	2,31,16,500
3 June 18, 2025	Allotment of Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019	1,36,90,799
4 August 25,2025	Allotment of Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019	79,33,333
5 September 19, 2025	Allotment of Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019	17,63,807
6 December 01,2025	Allotment of Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019	19,34,880
7 March 06, 2026	Allotment of Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019	1,15,000
Total Shares allotted during the Financial Year 2025-26		7,56,89,583

The movement of the issued, subscribed and paid-up share capital of the Company during the financial year is as follows:

(Amount in Rs.)

Issued, Subscribed and Paid-up Share Capital	Equity Share Capital
At the beginning of the year i.e., as on April 01,2025	45,97,42,82,230
Issuance of 7,56,89,583 Equity Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019 (as above)	75,68,95,830
At the end of year i.e. as on March 31,2026	46,73,11,78,060
Equity Shares with differential Voting rights and Sweat Equity Shares

During the Year under Review, the Company has neither issued the equity shares with differential voting rights nor issued sweat equity shares in terms of the Act.

10. CAPITAL STRUCTURE

A. Authorised Share Capital

During the Year under Review, the Company has not made any changes in its authorised share capital.

B. Issued, Subscribed and Paid Up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2026 is Rs. 46,73,11,78,060/- divided into 4,67,31,17,806 equity shares of Rs. 10/-each.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Appointment/Re-appointment of Director(s)/Key Managerial Personnel

During the Year under Review and up to the date of this Report, the following directors have been appointed/re-appointed or resigned on or from the Board of the Company, in accordance with the provisions of the Act and the Listing Regulations (including any amendments, modifications or re-enactments thereof for the time being in force):

• The shareholders of the Company approved the re-appointment of Mr. Nishant Sharma (DIN: 03117012) as Non-Executive Non- Independent Director, liable to retire by rotation in terms of Section 152(6) of the Act, in its 7 lh (Seventh) AGM held on September 29,2025;

• On the recommendation of Nomination & Remuneration Committee (NRC), Mr. Vageesh Gupta (DIN: 07837351) was appointed by the Board of Directors as an Additional Director in the category of Non- Executive Non-Independent Director of the Company w.e.f. November 13, 2025. Subsequently, the Board recommended his appointment as Non-Executive Non- Independent Director, liable to retire by rotation. The shareholders of the Company approved the said appointment of Mr. Vageesh Gupta as Non-Executive Non- Independent Director vide their Ordinary Resolution by way of Postal Ballot passed on December 17,2025; and

• On the recommendation of NRC, Mr. Yogesh Yadav (DIN: 06788269) was appointed by the Board of Directors as an Additional Director in the category of Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years with effect from November 13, 2025 to November 12, 2030. Subsequently, the Board recommended his appointment as Non-Executive Independent Director, not liable to retire by rotation, for a period of 5 (five) consecutive years with effect from November 13,2025. The shareholders of the Company approved the said appointment of Mr. Yogesh Yadav as Non-Executive Independent Director vide their Special Resolution passed by way of Postal Ballot on December 17,2025.

In the opinion of the Board and NRC, Mr. Yogesh Yadav is a person of integrity and possesses knowledge, positive attributes and skills and fulfils the conditions for appointment as an Independent Director as specified in the Act and the Listing Regulations and is independent of the management. Mr. Yogesh YadaYs work experience demonstrates his expertise in business strategy, operations, consulting, and management across multiple industries and his association as an Independent Director will immensely benefit the Company.

Further, in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 and in the opinion of the Board, the above- mentioned appointment of Mr. Yogesh Yadav as a Non-Executive Independent Director was made after due veracity of his integrity, skill, expertise and experience (including the proficiency) and fulfils the conditions as specified in the Act and the Listing Regulations.

The details of Directors and Key Managerial Personnel (KMPs) of the Company have been disclosed in the Corporate Governance Report forming an integral part of this Report.

• On the recommendation of NRC, the Board of Directors in their meeting held on July 23,2026, recommended the re-appointment of Ms. Neha Bansal as Non-Executive Independent Director for second term commencing from September 23, 2026, up to and including September 22,2027.

B. Director liable to Retire by Rotation

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, one-third of the Directors, as are liable to retire by rotation, shall retire every year and, if eligible, may offer themselves for re-appointment at every AGM. Accordingly, one of the Directors, other than Independent Directors and Managing Director, would be liable to retire by rotation at the ensuing AGM.

Mr. Sanjeev Aga, Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment.

The Board of Directors of the Company, on the recommendations of NRC, recommends his re-appointment for consideration by the members of the Company at the ensuing AGM.

A brief profile, expertise of Director and other details as required under the Act, Regulation 36 of the Listing Regulations and Secretarial Standard - 2 notified by Ministry of Corporate Affairs, related to the Director proposed to be reappointed is annexed to the Notice convening the 8 ,h AGM.

C. Non-Executive Director attaining the age of Seventy-Five (75) Years

Pursuant to the provisions of Regulation 17(1 A) of the Listing Regulations, a Special Resolution is required to be passed by the shareholders of the Company for appointment, re-appointment or continuation of the directorship of a Non- Executive Director at any time prior to his/her attaining the age of seventy-five (75) years.

On the recommendations of NRC, the Board of Directors in their meeting held on July 23, 2026, recommended to the shareholders, for approval by way of a Special resolution, the continuation of directorship of Mr. Sanjeev Aga, as a Non- Executive Non-Independent Director, on the Board of the Company who will attain the age of seventy-five (75) years on February 01,2027.

D. Meetings of the Board of Directors

During the Financial Year 2025-26, Six (6) board meetings were held. The maximum interval between any two meetings did not exceed 120 days. The details of the meetings of the Board of Directors and its Committees are given in the Corporate Governance Report, which forms an integral part of this Report.

E. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read with Rules framed thereunder and Regulation 16(1) (b) & 25(8) of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge

their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed compliance with the Code for Independent Directors prescribed under Schedule IV to the Act.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

The Board took on record the declarations and confirmations submitted by the Independent Directors that they meet the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of Regulation 25(9) of Listing Regulations.

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

F. Independent Directors Meeting

As stipulated under Section 149(8) read with Schedule IV to the Act and Regulation 25 of the Listing Regulations, two separate meetings of the Independent Directors were held on February 12, 2026 and March 20,2026, without the attendance of Non-Independent Directors and members of the management, to review the performance of the Non-Independent Directors, Chairperson of the Board (taking into account the views of Executive Directors and Non-Executive Directors) and the Board as a whole. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information from the management to the Board and its committees which is necessary to perform reasonably and discharge their duties. The Independent Directors expressed their satisfaction with the overall performance of the Board and the Company.

G. Board Diversity

The Company recognises the critical importance of a diverse Board in driving sustainable growth and maintaining a competitive edge in a dynamic and evolving market. We believe that a Board comprising individuals with varied backgrounds, perspectives, skills, and experiences-spanning regional, cultural, and industry-specific domains- enhances the quality of decision-making and strategic oversight.

Our Board brings together expertise in key areas such as Retail Operations, Supply Chain Management, Consumer Behaviour, Marketing Strategy, Corporate Governance, Technology in Retail Innovation, and People Management. This diversity equips the Board to effectively respond to market shifts, anticipate customer needs, and foster innovation. We are also proud to have three Independent Directors (including two Independent Woman Directors) on the Board, reflecting our commitment to inclusive and balanced leadership.

In accordance with Regulation 19 and Part D of Schedule II to the Listing Regulations, the Company has formulated a Board Diversity Policy, which has been duly approved by the Nomination & Remuneration Committee of the Board.

The Board Diversity Policy is available on the Companys website and can be accessed at: files/33b69e76-4a20-4ca4-b985-2967eae02c4b. pdf

H. Familiarisation Programme for Independent Directors in accordance with Section 149 read with Schedule IV to the Act and Regulation 25 of Listing Regulations, the Company familiarises its

12. COMMITTEES OF THE BOARD

Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The Company has put in place a system to familiarise the Independent Directors about the Company, its products, business and the on-going events relating to the Company.

As a part of the ongoing familiarisation process of the Company, Independent Directors were apprised, during and/or after quarterly Board Meetings, specifically by the Managing Director & Chief Executive Officer and Senior Management Personnel of the Company about the operations of the Company, market scenario, governance, internal control processes and other relevant matters including strategy, important developments and new initiatives undertaken by the Company.

Further, around the quarterly Board Meetings, the Senior Management Personnel made presentations on relevant topics including business performance, market trends, internal controls, changes in regulatory framework, and developments in the business environment having an impact on the Company.

The details of familiarisation programme have been posted on the website of the Company and the same may be viewed at . com/resources/media/files/beb6aba4-933c- 4bc0-bdda~a780b91 bd334.pdf.

The Company has several committees, which have been established as part of best corporate governance practices and in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Committees and their respective Composition as on March 31,2026 are as follows:

Details of Committee Memberships and Chairpersonships

Name of Director	Designation /Category	Audit Committee	Nomination & Remuneration Committee	Stakeholders Relationship Committee	Risk Management Committee	Corporate Social Responsibility & Sustainability Committee	Securities Allotment Committee
Neha Bansal	Non-Executive Independent Director	Member	Member	Member
Soumya Rajan	Non-Executive Independent Director	Chairperson	Chairperson		Member	Member
Gunender Kapur	Managing Director & CEO				Chairperson	Member	Member
Manas Tandon	Non-Executive Non- Independent Director		Member	Member		Chairperson	Member
Nishant Sharma	Non-Executive Non- Independent Director	Member		Chairperson	Member		Chairperson
Sanjeev Aga	Non-Executive Non- Independent Director	-	-	-	-	-	-
Vageesh Gupta	Non-Executive Non- Independent Director	-	-	-	-	-	-
Yogesh Yadav	Non-Executive Independent Director	-	-	-	-	-	-

The terms of reference, meetings of Committees and attendance thereat have been disclosed in the Corporate Governance Report forming an integral part of this Report. All the recommendations made by the Committees were accepted by the Board of Directors of the Company during the Year under Review.

13. CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY

The Company believes in the philosophy of trans forming businesses and lives through our constant efforts and actions for empowering societies. With a mission to achieve long-term socio-economic development of the communities, the Company has focused its Corporate Social Responsibility (CSR) initiatives on programs that bring sustainable change in the areas of education, health & nutrition and enhancement of livelihood. Being a responsible corporate citizen, our initiatives are focused at delivering maximum value to the society, under the CSR initiatives.

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules), the Company has formulated the CSR Policy which is annexed herewith as Annexure-5 and the same can be accessed on the Companys website at aboutvishal.com/resources/media/files/6dde471b- b7b3-48c1-a9f7-40135d514f 15. pdf

The details with respect to Composition and meetings of the Corporate Social Responsibility & Sustainability Committee are provided in the Corporate Governance Report which forms an integral part of this Report.

In terms of Section 135 of the Act read with Rule 8 of the CSR Rules, as amended, the Annual Report on CSR Activities undertaken by the Company during the Financial Year 2025-26 along with the salient features of the CSR Policy is annexed herewith as Annexure - 6 to this Report.

Further, the Chief Financial Officer of the Company has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for the Financial Year 2025-26.

14. EVALUATION OF THE BOARDS PERFORMANCE

In accordance with the provisions of Section 134(3)(p), 178 and Schedule IV to the Act read with applicable rules framed thereunder and Regulations 17(10) and 19 of the Listing Regulations read with Part D of Schedule II thereto, the Board of Directors, in consultation with the Nomination & Remuneration Committee, has formulated a framework for evaluating the performance of the Board, its Committees, individual Directors, including Independent Directors and the Chairperson of the Board.

The annual performance evaluation of the Board as a whole, its Committees, individual Directors and the Chairperson of the Board was conducted in accordance with the said framework. Pursuant to the provisions of the Act and Listing Regulations, the annual performance evaluation of the Board and its Committees was carried out through a structured evaluation process covering various aspects of the Boards and Committees functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues, etc. A separate exercise through a structured evaluation process was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as Attendance, Leadership Initiative, Contribution at the meetings and otherwise, Independent Judgment, Strategic Planning, Professional Skills, Problem Solving, Decision-Making, etc. Additional Performance evaluation parameters for Independent Directors included fulfillment of the criteria of independence provided under the Act and the Listing Regulations, and their independence from the management.

The evaluation of Directors including Independent Directors was carried out by the entire Board, excluding the Director being evaluated. Both, the Nomination & Remuneration Committee and the Board, were satisfied with the evaluation process, which reflected the overall engagement of the Board and its Committees with the Company.

The detailed methodology and parameters for evaluation process have been mentioned in the Performance Evaluation Policy of the Company which has been hosted on the Companys website and can be accessed at resources/media/files/d5e89dd2-d15b-469a-b92a- 65a1abdc7e1c.pdf.

15. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act (including rules made thereunder) read with Regulation 19 of the Listing Regulations, the Company has in place the Nomination and Remuneration Policy (NRC Policy).

The salient features of the NRC Policy are as follows:

• To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of Directors (Executive and Non-executive) and persons who may be appointed in Senior Management, Key Managerial positions and recommend to the Board, policies relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management and other employees;

• To lay down criteria for appointment, removal of Directors, Key Managerial Personnel and Senior Management;

• To ensure that the remuneration to Directors, Key Managerial Personnel (KMP) and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals; and

• To specify the manner for effective evaluation of performance of Board, its committees and individual directors and review its implementation and compliance.

The NRC Policy of the Company can also be accessed on the Companys website at . com/resources/media/files/a9fc7426-597e-48c9- b991-7cfdda0fdbe1 .pdf

16. CORPORATE GOVERNANCE REPORT

The Company always places a major emphasis on managing its affairs with diligence, transparency, responsibility and accountability. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 read with Schedule

V to the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries, Chandrasekaran Associates conforming compliance with the conditions of Corporate Governance as stipulated under Schedule

V of the Listing Regulations, is also annexed to the Corporate Governance Report which forms part of this Report as Annexure-7.

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a robust Vigil Mechanism and a Whistle Blower Policy in accordance with provisions of the Act and the Listing Regulations, to provide a formal mechanism to the Directors, employees and other stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or other policies of the Company. The Policy provides for adequate safeguards against victimisation of Directors, employees and other stakeholders who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional circumstances. In terms of the Whistle Blower Policy, no employee of the Company has been denied access to the Chairperson of the Audit Committee. The Whistle Blower Policy is available on Companys Intranet along with other policies for easy access and information of Employees. It can also be accessed at the Companys website at files/7ef2f51 f-d3c8-40b2-9814-d3570febd069.pdf.

18. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to its Financial Statements. The report on Internal Financial Controls issued by M/s. Walker Chandiok&Co LLR Chartered Accountants, Statutory Auditors of the Company, is annexed to the

Auditors report on the Financial Statements of the Company and does not contain any reportable material weaknesses in the Company.

19. RISK MANAGEMENT

Risk Management is an integral and important component of Corporate Governance. If risks are not properly managed and controlled, they can affect the Companys ability to attain its objectives. The Board of Directors of the Company has constituted Risk Management Committee which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. Pursuant to Section 134(3) of the Act, the Company has in place, an effective risk management framework, which is governed at the highest level by the Board. The Risk Management Policy identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

The Risk Management Policy of the Company can be accessed on the Companys website at https:// aboutvishal.com/resources/media/files/086a822e- eecf-4d70-a389-95a090e753a9.pdf.

A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Investments made during the financial year under the provisions of Section 186 of the Act, have been disclosed in Note No. 5A to the Standalone Financial Statements forming an integral part of the Annual Report.

Additionally, the Company has invested the surplus funds available in the units of mutual funds, debt securities, equity ETFs/index funds, units of infrastructure investment trusts etc., the details of which have been disclosed in Note No. 5B to the Standalone Financial Statements forming an integral part of the Annual Report.

During the Financial Year 2025-26, the Company has not given any loan, provided any guarantee or made any investment pursuant to Section 186 of the Act.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 188(1) of the Act, all the contracts, arrangements and transactions with the related parties as entered by the Company during the Year under Review were on arms length basis and in the ordinary course of business. Prior omnibus approval has been granted by the Audit Committee for all the related party transactions taking into consideration the factors as mentioned in the Act and Listing Regulations. A statement of all Related Party Transactions is presented to the Audit Committee for review on a quarterly basis in accordance with the requirements of the Act and Listing Regulations. The Companys Policy on Related Party Transactions was reviewed and amended by the Board of Directors in the light of changes in statutory provisions in their meeting held on May 14,2026.

During the Year under Review, the Company did not enter into any arrangement/transaction with related parties that could be considered material pursuant to Section 188 of the Act read with Rules framed thereunder, Companys Policy on Related Party Transactions (RPT Policy) and the Listing Regulations, except transactions entered with Airplaza Retail Holdings Private Limited, a wholly owned subsidiary of the Company. Further, transactions entered into with a wholly owned subsidiary are exempt for Audit Committee and Shareholders approval under the provisions of the Act and the Listing Regulations. Accordingly, disclosure of related party transactions in Form AOC-2 is attached herewith as Annexure-8.

The Related Party Transactions have been disclosed in Note No. 34 to the Standalone Financial Statements forming an integral part of this Annual Report.

The RPT Policy can be accessed at the Companys website at media/files/863b07e0-2633-4e70-95f1-dcc08329df33. pdf.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your Directors, to the best of their knowledge and belief and according to the information & explanations obtained by them, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been

followed, along with proper explanation relating to material departures, wherever applicable;

b. the Directors had 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 as on March 31, 2026 and of the profit and loss of the Company for the period ended on that date;

c. the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

23. EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the Annual Return referred to in Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, for the financial year ended March 31, 2026 is available on the Companys website at httPs://aboutvishal. com/ Rs.content=AnnualReturn&id=27.

24. PREVENTION OF SEXUAL HARASSMENT

The Company isfully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall underthe ambit of sexual harassment at workplace. An internal Committee (IC) underthe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) has been constituted to redress the complaints received regarding sexual harassment and it presently comprises of four (4) members out of which three (3) members are women as on the date of this report.

The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace. Periodic sessions were also conducted to apprise employees and build awareness on the subject matter.

The disclosure with respect to complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as follows:

SI. Particulars No.	Details
1. Number of complaints of sexual harassment received in the financial year 2025-26	1
2. Number of complaints disposed off during the financial year 2025-26	1
3. Number of cases pending for more than ninety days	Nil

25. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Company believes that it can only be successful in the long term by creating value for both its shareholders and society. The Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society.

Business Responsibility & Sustainability Report (BRSR) for the Financial Year 2025-26 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2) (f) of the Listing Regulations is annexed herewith as Annexure -9 to this report.

Further, as per the new reporting requirements, the Company has undertaken reasonable assurance report on BRSR Core from Grant Thornton Bharat LLP (third-party Independent Assurance provider) and the same is annexed herewith as Annexure-10 1 to the report.

26. EMPLOYEE STOCK OPTION PLAN

The Company, pursuant to the resolutions dated January 10, 2019 passed by our Board and Shareholders, respectively, has adopted the Vishal Mega Mart Employees Stock Options Plan 2019 (Formerly known as Rishanth Employee Stock Option Plan 2019), which is in compliance with SEBl (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBl ESOP Regulations).

The objectives of the Vishal Mega Mart Employees Stock Options Plan 2019 (ESOP 2019) are, to, inter alia (a) drive performance of the Company, (b) align employee interest with shareholder interest, (c) retention of employees and (d) wealth creation for employees.

The details as required to be disclosed under Regulation 14of SEBI ESOP Regulations read with applicable circulars issued thereunder, are available on the website of the Company at .

The details of the Employee Stock Options as per Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 is attached as Annexure - 11 to this Report.

The Companyhas also obtained certificate from the Secretarial Auditors confirming that ESOP2019 has been implemented in accordance with the SEBI ESOP Regulations. The said certificate will be made available for inspection by the members electronically during the AGM of the Company. Any shareholder who wishes to obtain a copy of certificate may request the same by sending an email to the Company Secretary and Compliance Officer at secretarialiSivishalwholesale.co.in.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 12 to this Report.

28. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The details of the proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 and their respective status are as follows:

SI. Forum No.	Opposing Party	Facts/Status
1 NCLT, Chandigarh Bench	Search Pharma Private Limited	Search Pharma Private Limited and Vishal Retail Limited (VRL) entered into lease Agreement for the warehouse that after the transition of the business of VRL, TPG Wholesale Pvt. Ltd. (\u2018TWPL) executed a fresh Lease Agreement dated 1st September, 2011 with the Lessor which was in effect till 31.07.2012. Even as per the fresh Lease Deed there was no liability on TWPLto pay the Service Tax. The fresh Lease Agreement was terminated by TWPL vide its termination notice dated 21.02.2012 and as per the Termination Notice the tenancy of the premises was to end on 31.03.2012. That after the expiry of the notice period both the parties executed a possession handover letter dated 31.03.2012 and it was clearly mentioned in the said letter that no amount whatsoever is outstanding against TWPL. Thereafter, Search Pharma sent a Legal Notice dated 13.01.2014 issued to both VRL and TWPL demanding the payment of Service Tax. The said Legal Notice was duly replied by TWPL vide letter dated 21.03.2014 refuting all the allegations levelled by Search Pharma. Claim/relief: demanding an amount of Rs. 23,09,667/-towards service tax along with an interest @ 18% per annum.
		The matter has been dismissed by Honble NCLT, Chandigarh Bench, vide order dated November 07, 2025, as the petition was not maintainable on the grounds of limitation and pre-existing dispute.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

During the Year under Review, the Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

30. CREDIT RATING

During the Year under Review, India Ratings and Research Private Limited vide their email communication dated June 03, 2025, affirmed the following Credit Ratings:

Particulars India Ratings and Research (Name of Credit Rating Agency)
Long-Term Issuer Rating	IND AA/Positive
Fund-based working capital limits	IND AA/Positive/IND A1 +
Non-Fund based working capital limit	IND A1 +

31. OTHER DISCLOSURES

Directors state that no disclosure or reporting is required in respect of the following items due to their non-applicability during the Year under Review:

A. Maintenance of cost records as per Section 148(1) of the Act;

B. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof;

C. Revision of the financial statements or Boards Report pertaining to previous financial periods during the Year under Review;

D. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-Time Director of the Company;

E. Non-exercise of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014; and

F. Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Companys operations in future.

During the Year under Review, the provisions of the Maternity Benefit Act, 1961 including amendments thereto were applicable to the Company and have been duly complied with.

32. ACKNOWLEDGEMENT

Your Directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your Directors are also thankful for consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company.

By order of the Board
ForVishal Mega Mart Limited

Gunender Kapur
Managing Director & Chief Executive Officer
DIN: 01927304
Date: July 23, 2026
Place: Mumbai

Nishant Sharma
Non-Executive Non-Independent Director
DIN: 03117012
Date: July 23,2026
Place: Mumbai