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 Company's 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 Company's website and

can be accessed at https://aboutvishal.com/
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.

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.

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 Company's Business; and

• In the Company's Subsidiaries or in the nature of
business carried out by them.

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 doesn't 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 Company's website and
can be accessed at https://aboutvishal.com/
resources/media/files/94b6838e-0662-4935-8b39-
0154b3466732.pdf

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 https://aboutvishal.com/. 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
secretarial@vishalwholesale.co.in.

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 re¬
appointment 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 Company's internal control
environment and monitors the implementation of
audit recommendations including those relating
to strengthening the Company's 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 it's 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.

1. 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.

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.

>. 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 Non¬
Executive, Independent Director in its Extra¬
Ordinary 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 Non¬
Independent 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 Non¬
Executive 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 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 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
Company's website and can be accessed at:
https://aboutvishal.com/resources/media/
files/33b69e76-4a20-4ca4-b985-2967eae02c4b.
pdf.

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 Company's 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 https://aboutvishal.
com/resources/media/files/beb6aba4-933c-
4bc0-bdda-a780b91 bd334.pdf.

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 2024¬
25, 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 Company's website at https://
aboutvishal.com/resources/media/files/6dde471b-
b7b3-48c1 -a9f2-40135d514f15.pdf.

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 BOARD'S 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 Company's website at https://aboutvishal.com/
resources/media/files/a9fc7426-597e-48c9-b991-
7cfdda0fdbe1.pdf.

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 Company's 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
Company's Intranet along with other policies for easy
access and information of Employees. It can also
be accessed at the Company's website at https://
aboutvishal.com/resources/media/files/7ef2f51f-
d3c8-40b2-9814-d3570febd069.pdf.

19. INTERNAL FINANCIAL CONTROLS

The Company's 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
Company's 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 arm's 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 Company's 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 Company's
website at https://aboutvishal.com/resources/media/
files/863b07e0-2633-4e70-95f1-dcc08329df33.pdf.

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 Company's website at https://aboutvishal.
com/?content=AnnualReturn&id=27.

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:

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.

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 https://aboutvishal.
com/?content=KeyDocuments&id=7.

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
secretarial@vishal wholesale.co. in.

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:

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 Company's credit ratings by India Ratings and Research is as below:

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;

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

G. Material changes and/or commitments that could
affect the Company's 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 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
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