Vishal Mega Mart Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their Report on the business and operational performance of the Company for the financial year ended March 31, 2025 ("Year under Review"), together with the Audited Financial Statements, the Auditors Report thereon, and other relevant statements and disclosures as required under the Companies Act, 2013 ("the Act") and applicable regulations.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended on March 31, 2025 is summarised below:

(Amount in ? million)

Particulars	Standalone		Consolidated
	Financial Year ended March 31, 2025	Financial Year ended March 31,2024	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024
Revenue from operations	59,466.04	62,387.92	1,07,163.45	89,119.46
Other Income	451.06	215.76	585.56	331.81
Total Income	59,917.10	62,603.68	1,07,749.01	89,451.27
Total Expenses	53,596.42	58,352.44	99,256.08	83,241.76
Profit Before Tax (PBT)	6,320.68	4,251.24	8,492.93	6,209.51
Total Tax expense	1,594.94	1,072.62	2,173.26	1,590.16
Net profit/(Loss) after tax (PAT)	4,725.74	3,178.62	6,319.67	4,619.35
Other comprehensive Income (net of taxes)	(0.08)	(0.04)	(14.99)	(14.64)
Total Comprehensive income for the year	4,725.66	3,178.58	6,304.68	4,604.71

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 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 696. On a consolidated basis, revenue from operations for the financial year 2024-25 stood at ?1,07,163.45 million, reflecting a 20.25% increase over the previous year. Net profit for the financial year 2024-25 was ?6,319.67 million, marking a growth of 36.81% 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 of operating results and business performance of the Company.

3. INITIAL PUBLIC OFFER (IPO)

During the year under review, the Company successfully completed its Initial Public Offering (IPO) through an Offer for Sale of 1,02,56,41,025 equity shares of face value ?10 each, at an issue price of ?78 per share (including a share premium of ?68 per share), aggregating to ?80,000 million. The equity shares of the Company were listed on BSE Limited and the National Stock Exchange of India Limited with effect from December 18, 2024.

The IPO received an overwhelming response from investors across all categories and was fully subscribed by the second day of bidding. By the close of the issue, the IPO was oversubscribed by approximately 28.75 times, reflecting strong investor confidence in the Companys business model and future prospects.

4. 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

6. 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 and date of this report.

As required under Section 134(3) of the Companies Act, 2013 (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.

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

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

The Company does not have any Associate Company or Joint Venture. The consolidated Financials of the Company will include the financials of its subsidiaries, i.e. Vishal E-Commerce Private Limited and Airplaza Retail Holdings Private Limited and financials of entities over which it exercises control i.e. Vishal Mega Mart CSR Trust.

During the year under review, Airplaza Retail Holdings Private Limited was identified as the material subsidiary of the Company as per the Listing Regulations.

Performance and Financial Position of the Subsidiary(ies)

?€? Airplaza Retail Holdings Private Limited (ARHPL),

a subsidiary of the Company, is engaged in the business of, inter alia, retail trading of fast-moving consumer goods (FMCG), clothing, kitchen appliances, fabrics, and related products.

During the financial year under review, ARHPL reported revenue from operations of ? 1,06,708.14 million, compared to ? 88,242.98 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, 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 format AOC-1 is attached as Annexure - 1 to this report. Further, the Company doesnt have any Associates and Joint Ventures, hence no information in this regard is required to be furnished.

The Policy for determining material subsidiaries is available on the Companys website and can be accessed at

resources/media/files/29c5ab1 c-5047-4059-a05d- c3e6a6cd0f1c.pdf .

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.

5. 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 and Surplus for the year ended March 31, 2025, shareholders are requested to refer to the Statement of Changes in Equity provided in the Standalone and Consolidated Financial Statements forming part of this Annual Report.

7. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary Companies 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.

8. HUMAN RESOURCES

As of March 31, 2025, the Company had 18,029 permanent employees on a consolidated basis, including subsidiaries, and 503 permanent employees on a standalone basis for Vishal Mega Mart Limited. Our employees have consistently remained among 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 and Financial Statements are being circulated to the shareholders excluding the statement containing particulars of employees remuneration as required under Section 197 of the Companies 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 .

9. PUBLIC DEPOSITS

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

10. AUDITORS

A. Statutory Auditors

M/s Walker Chandiok & Co LLP Chartered Accountants (Firm Registration No: 001076N/ N500013) were appointed as the Statutory Auditors of the Company at the Second Annual

General Meeting (AGM) of the Company held on October 20, 2020, for a term of 5 (Five) consecutive years, i.e., to hold office from the conclusion of the 2nd AGM till the conclusion of the 7th AGM of the Company.

The Board, on the recommendations of the Audit Committee, has recommended the reappointment of M/s Walker Chandiok & Co LLP, Chartered Accountants as Statutory Auditors of the Company for a second term of 4 (Four) consecutive years, i.e., to hold the office from conclusion of 7th AGM till the conclusion of 11th AGM of the Company.

The Company has received the consent & eligibility certificate from M/s Walker Chandiok & Co LLP Chartered Accountants under Section 139(1) and 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Auditors Report read together with Annexures referred to in the Auditors Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

B. Internal Auditors

The Board appointed M/s. Ernst & Young LLP as the Internal Auditors of the Company for the Financial Year 2024-25, 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

The Board appointed M/s Chandrasekaran Associates, Company Secretaries (Firm Registration Number: P1988DE002500) to

conduct the Secretarial Audit of the Company for the Financial Year 2024-25, pursuant to the provisions of Section 204 of the Act and Rules made thereunder. The secretarial audit report annexed as Annexure - 3 issued by the Secretarial Auditors does not contain any qualification, reservation, observation, disclaimer or adverse remark.

M/s Chandrasekaran Associates, Company Secretaries (Firm Registration No.: P1988DE002500), also acted as the Secretarial Auditors of Airplaza Retail Holdings Private Limited (Airplaza), a material unlisted subsidiary of the Company, for the financial year under review, in compliance with Regulation 24A of the Listing Regulations.

The secretarial audit report of Airplaza annexed as Annexure - 4 does not contain any qualification, reservation, observation, disclaimer or adverse remark.

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Pursuant to the provisions of Section 204 of the Companies Act and Regulation 24A of Listing Regulations, the Board of Directors, on the recommendations of the Audit Committee, in its meeting held on August 13, 2025 has recommended to the shareholders of the Company, an appointment of 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 7th Annual General Meeting till the conclusion of 12th Annual General Meeting of the Company.

M/s Chandrasekaran Associates, Company Secretaries (Firm Registration Number: P1988DE002500), have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and Listing Regulations.

11. CAPITAL STRUCTURE

A. Authorised Share Capital

During the year under review, the Company has not made any change in authorised share capital of the Company.

B. Issued, Subscribed and Paid Up Share Capital

The issued, subscribed and paid up share capital of the Company as on March 31, 2025 is ? 45,97,42,82,230/-, divided into 4,59,74,28,223 equity shares of ? 10/- each.

During the year under review, the Company issued & allotted 8,87,08,730 (Eight Crores Eighty Seven Lakhs Eight Thousand Seven Hundred and Thirty) Equity Shares of the Company pursuant to exercise of Employee Stock Options. Details are as follows:

Sl. No.	Date of Allotment	Brief details	Number of Equity Shares allotted
1	February 05, 2025	Allotment of Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019	4,28,43,923
2	March 01, 2025	Allotment of Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019	2,56,64,807
3	March 19, 2025	Allotment of Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019	2,02,00,000
Total Shares allotted during the Financial Year 2024-25			8,87,08,730

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

follows:	(Amount in ?)
Issued, Subscribed and Paid-up Share Capital	Equity Share Capital
At the beginning of the year i.e., as on April 01, 2024	45,08,71,94,930
Issuance of 8,87,08,730 Equity Shares pursuant to exercise of options granted under Vishal Mega Mart Employees Stock Options Plan 2019 (as above)	88,70,87,300
At the end of year i.e. as on March 31,2025	45,97,42,82,230

C. 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.

D. Listing on the Stock Exchanges

During the financial year under review, the Company was converted from a Private Limited Company to a Public Limited Company. Pursuant to the conversion, the name of the Company was changed from "Vishal Mega Mart Private Limited" to "Vishal Mega Mart Limited". A fresh Certificate of Incorporation reflecting the change was issued by the Central Processing Centre of Registrar of Companies, NCT of Delhi and Haryana on May 10, 2024.

Subsequently, the Equity Shares of the Company were listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") with effect from December 18, 2024.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

During the financial year under review, 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 Listing Regulations (including any amendments, modifications or re-enactments thereof for the time being in force):

Ms. Soumya Rajan (DIN: 03579199) was appointed as an Additional Director in the category of Non-Executive, Independent Director of the Company w.e.f. May 31,2024. The members of the Company approved the appointment of Ms. Soumya Rajan as NonExecutive, Independent Director in its ExtraOrdinary General Meeting held on June 28, 2024;

?€? Mr. Rohit Jindal (DIN:10592502) was appointed as an Additional Director in the category of Executive, Non-Independent Director and further designated as Chief Executive Officer of the Company with effect from April 01, 2024 and Managing Director with effect from April 15, 2024. He subsequently resigned from his position on June 24, 2024;

?€? Designation of Mr. Gunender Kapur (DIN: 01927304) was changed from Director to Managing Director and Chief Executive Officer of the Company w.e.f. June 27, 2024;

?€? Mr. John Thomson Wyatt (DIN: 08395951) resigned from his position as a Director of the Company with effect from July 03, 2024;

?€? Mr. Walter Heinz Keller (DIN:08397830) resigned from his position as Director of the Company, effective July 03, 2024;

?€? The Board of Directors unanimously appointed Ms. Neha Bansal (DIN: 02057007), Non-Executive Independent Director, as the Chairperson of the Company, effective July 04, 2024;

?€? The members of the Company approved the re-appointment of Mr. Manas Tandon (DIN: 05254602) as Non-Executive NonIndependent Director, director liable to retire by rotation in terms of Section 152(6) and Section 152(7) of the Act, in its Annual General Meeting held on August 28, 2024.

?€? Ms. Richa Agarwal resigned from the position as Company Secretary, effective April 23, 2024; and

?€? Mr. Rahul Luthra appointed as Company Secretary of the Company w.e.f. April 24, 2024.

Further, in terms of Rule 8(5)(iii)(a) of the

Companies (Accounts) Rules, 2014 and in the opinion of the Board, the above mentioned appointment of Ms. Soumya Rajan as a NonExecutive Independent Director was made after due veracity of her integrity, skill, expertise and experience (including the proficiency) and fulfils the conditions specified in the Act and under Listing Regulations.

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 reappointment at every Annual General Meeting ("AGM"). Accordingly, one of the Directors, other than an Independent Director or Managing Director, would be liable to retire by rotation at the ensuing AGM.

Mr. Nishant Sharma, Non-executive NonIndependent 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 reappointment 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 7th AGM.

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.

C. Meetings of the Board of Directors

During the Financial Year 2024-25, Fifteen (15) 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.

D. 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 along 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.

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

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.

E. Independent Directors Meeting

As stipulated under Section 149(8) read with Schedule IV of the Companies Act and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors was held on March 17, 2025, without the attendance of Non-Independent Directors and members of the management, to review the performance of the Non-Independent Directors, various committees of the Board and the Board as a whole. The Independent Directors also reviewed the quality, content, 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.

F. 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 Behavior, 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 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 and Remuneration Committee of the Board.

The Board Diversity Policy is available on the Companys website and can be accessed at: .

G. Familiarisation Programme for Independent Directors

The Company familiarises the Independent Directors with the organization, their roles, rights and responsibilities, nature of the industry in which the Company operates, business model of the Company, etc., through various Programme(s) at periodic intervals.

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

Additionally, during the quarterly Board Meetings, the Senior Management Personnel made presentations to the Directors 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 .

13. COMMITTEES OF THE BOARD

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 Composition as on March 31, 2025 are as follows:

Details of Committee Memberships and Chairpersonships

Name of Director	Designation/Category	Audit Committee	Nomination & Remuneration Committee	Stakeholders\u2019 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 NonIndependent Director		Member	Member		Chairperson	Member
Nishant Sharma	Non-Executive NonIndependent Director	Member		Chairperson	Member		Chairperson
Sanjeev Aga	Non-Executive NonIndependent Director						-

Further, during the year under review, the Initial Public Offer (IPO) Committee was dissolved w.e.f. January 31,2025.

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

14. CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABILITY

The Company believes in the philosophy of transforming 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, enhancement of livelihood, health & nutrition and environment. Being a responsible corporate citizen, our initiatives are focused at delivering maximum value to the society, under the CSR initiatives.

The Company constituted Corporate Social Responsibility Committee in accordance with the provisions of the Act. During the Financial Year 202425, to ensure sustainability being observed at Board level, the Board of Directors expanded the scope of the Committee and renamed the same as Corporate Social Responsibility & Sustainability Committee.

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 .

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 2024-25 is annexed herewith as Annexure - 6 to this Report.

15. EVALUATION OF THE BOARDS PERFORMANCE

In accordance with the applicable provisions of the Act and the Listing Regulations, the Board of Directors, in consultation with the Nomination and Remuneration Committee, has formulated a framework for evaluating the performance of the Board, its Committees, and individual Directors, including Independent Directors. This framework outlines, inter alia, the criteria for such evaluations.

The annual performance evaluation of the Board as a whole, its Committees, and individual Directors was conducted in accordance with the said framework. The detailed process and methodology of the evaluation, including the assessment of Independent Directors, have been disclosed in the Corporate Governance

Report, which forms an integral part of this Annual Report.

The Board expressed its satisfaction with the overall evaluation process.

16. NOMINATION AND REMUNERATION POLICY

During the year under review, the Company has formulated and adopted the Nomination and Remuneration Policy (NRC Policy) in accordance with the provisions of the Companies Act read with the Rules issued thereunder and the Listing Regulations.

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 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 .

17. CORPORATE GOVERNANCE REPORT

Your 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 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) and Schedule V of the Listing Regulations, is also annexed to the Corporate Governance Report which forms part of this Report as Annexure - 7.

18. 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 Companies Act and Listing Regulations, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. In terms of the Whistle Blower Policy, no employee of the Company has been denied access to the Chairperson of the Audit Committee of the Board. 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 .

19. INTERNAL FINANCIAL CONTROLS

The Companys internal control systems are supplemented by an extensive internal audit program conducted by an independent professional agency. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements and for maintaining accountability of assets. During the year, such controls were tested and no reportable material weaknesses in controls were observed.

20. 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.

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

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Investments made during the financial year under the provisions of Section 186 of the Companies Act, 2013, 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 2024-25, the Company has not given any loan or provided any guarantees pursuant to Section 186 of the Act.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Act, all the contracts, arrangements and transactions with the related parties as entered by the Company during the financial year under review were on arms length basis and in the ordinary course of business and were approved by the Audit Committee. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee, in line with the Companys Policy on materiality of Related Party Transactions and dealing with Related Party Transactions (RPT Policy).

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section

188 of the Act in the prescribed Form AOC-2 are given in Annexure - 8. The statement showing the disclosure of 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 .

23. 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. i n the preparation of annual accounts, the applicable accounting standards have 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, 2025 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 have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. 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(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, for the financial year ended March 31, 2025 is available

on the Companys website at .

25. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working in the Company and has zero tolerance towards any actions which may fall under the ambit of sexual harassment at workplace. An Internal Committee (IC) under the 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:

Sl. No.	Particulars	Details
1.	number of complaints of sexual harassment received in the year	1
2.	number of complaints disposed off during the year	1
3.	number of cases pending for more than ninety days	Nil

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your 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 and Sustainability Report (BRSR) for the Financial Year 2024-25 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 had taken reasonable assurance of the BRSR Core from GT Bharat LLP (third-party Independent Assurance provider) and the same is annexed herewith as Annexure - 10 to the report.

27. 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 SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI 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.

Post Initial Public Offer of equity shares of the Company, ESOP 2019 has been ratified and amended in line with SEBI ESOP Regulations, by the members of the Company through Postal Ballot on February 19, 2025. The details as required to be disclosed under Regulation 14 of SEBI ESOP Regulations 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 Company has also obtained certificates from the Secretarial Auditors confirming that ESOP 2019 has been implemented in accordance with the SEBI ESOP Regulations. The said certificates will be made available for inspection by the members electronically during the AGM of the Company or 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 .

28. 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 Companies Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 12 to this Report.

29. 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:

Sl. No.	Forum	Opposing Party	Facts/Status
2	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. (TWPL) 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 TWPL to 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 ? 23,09,667/- towards service tax along with an interest @ 18% per annum. The matter is now listed on August 22, 2025.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.

31. CREDIT RATING

The Companys credit ratings by India Ratings and Research is as below:

Particulars	India Ratings and Research (Name of Credit Rating Agency)
Fund-based working capital Limits	AA/Positive/A1 +
Issuer Rating	AA/Positive
Non-Fund Based Working Capital Limits	A1 +

32. OTHER DISCLSOURES

Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions

for the same during the year under review:

A. Maintenance of cost records as per sub-Section (1) of Section 148 of the Companies Act, 2013;

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 pertaining to previous financial periods during the financial 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-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

Sl. No.	Forum	Opposing Party	Facts/Status
1	NCLT, Chandigarh Bench	MA Sales Corporation	An application was filed by MA Sales Corporation as an Operational creditor to initiate Corporate Insolvency Resolution Process ("CIRP") under Section 9 of IBC Act, 2016 read with Rule 5 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 in respect of non-clearance of pending invoices towards supply of units/goods to VMMPL. Total amount due (as per monthly invoices) towards the sale of units/goods as at July 05, 2021 against VMMPL was alleged to be 2,58,85,226.35/- (Rupees Two Crore Fifty-Eight Lakhs Eighty-Five Thousand Two Hundred Twenty-Six and Thirty- Five Paisa Only) including interest @18% per annum, amounting to 54,60,723.35/- (Rupees Fifty-Four Lakhs Sixty Thousand Seven Hundred Twenty-Three and Thirty-Five Paisa).
			During the proceedings, the Company paid an amount of ? 2,04,24,503/- to MA Sales and filed another application u/r 11 of NCLT Rules for rejection of Application.
			On May 09, 2024, Honble NCLT Chandigarh dismissed the petition filed by MA Sales on the ground that the principle amount stands paid and CIRP cant be initiated on the interest component.

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

G. Material changes and/or commitments that could affect the Companys financial position, which have occurred between the end of the financial year of the Company and the date of this report.

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

33. 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 towardsthe 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 For Vishal Mega Mart Limited

Gunender Kapur	Nishant Sharma
Managing Director &	Non-Executive
Chief Executive Officer	Non-Independent Director
DIN: 01927304	DIN:03117012
Date: August 13, 2025	Date: August 13, 2025
Place: Gurugram	Place: Gurugram