BOARD'S REPORT
Dear Members,
The Board of Directors of your Company are pleased to present the Twenty Fourth (24th)
Annual Report on the business and operations of V-Mart Retail Limited, along with the
Audited Financial Statements, for the financial year ended March 31, 2026.
FINANCIAL HIGHLIGHTS
The highlights of the financial performance for the year under review are as under:
|
|
(Rs. in lakhs) |
Particulars |
For the year ended March 31, 2026 |
For the year ended March 31, 2025 |
| Total Income |
3,80,440 |
3,26,598 |
| Profits/(Loss) before Depreciation & Tax |
45,183 |
27,695 |
| Less: Depreciation |
29,705 |
23,299 |
| Profit/(Loss) before tax |
15,478 |
4,396 |
| Less: Tax Expense |
3,078 |
(181) |
| Net Profit/(Loss) for the period |
12,400 |
4,577 |
| Less: Utilised for Dividend Issue including DDT |
0 |
0 |
| Other comprehensive income |
(19) |
(281) |
| Balance carried forward to Balance Sheet |
12,381 |
4,296 |
Note:
1. The above statements and the financial figures given under the head ‘Financial
Highlights' are extracted from the Audited Financial Statements which have been prepared
in accordance with the Indian Accounting Standards (Ind-AS) as notified under Section 133
of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015
and relevant amendment rules thereafter and other recognized accounting practices and
policies, to the extent applicable.
FINANCIAL PERFORMANCE OVERVIEW
In the Financial Year 2025-26, the Company's revenue from operations demonstrated a
growth of approximately 16%, reaching Rs. 3,78,936 Lakhs, compared to Rs. 3,25,386 Lakhs
in the previous financial year 2024-25. The Company reported an Operating Profit (EBITDA)
of Rs. 51,346 Lakhs for FY 2025- 26, as against Rs. 37,711 Lakhs in FY 2024-25. The
Company recorded a PAT of Rs. 12,400 Lakhs, as against Rs. 4,577 Lakhs in FY 2024-25.
A comprehensive overview of the Company's operational performance, including insights
into market dynamics, business outlook, and related risks and concerns, is provided in the
Management Discussion and Analysis Report.
OPERATIONAL PERFORMANCE OVERVIEW
During the financial year under review, the Company continued to strengthen its
position as one of Bharat's leading value fashion retailers through disciplined expansion,
enhanced merchandise relevance, improved operational efficiencies, and accelerated digital
transformation. The Company's integrated retail ecosystem, spanning physical stores,
digital channels and omnichannel capabilities, enabled it to serve customers more
effectively while driving profitable growth.
During FY 2025-26, the Company achieved a significant milestone of operating577 stores
across 28 states, reinforcing its presence in Tier II, III and IV markets and
strengthening accessibility for customers across Bharat. The Company reported revenue from
operations of Rs. 3,78,936 lakhs, registering a growth of approximately 16% over the
previous year, while EBITDA increased by 36% year-on-year, reflecting the benefits of
improved merchandise productivity, supply chain efficiencies and disciplined cost
management.
The Company remained focused on enhancing customer value through superior assortment
planning, faster speed-to-market and improved product quality. Private labels continued to
remain a key strategic lever, contributing approximately 70% of revenues, enabling greater
control over product differentiation, margins and customer relevance
To improve responsiveness and merchandise agility, the Company further strengthened its
Product Lifecycle Management (PLM) framework and Design-to-Display processes, creatinga
connected workflow across design, sourcing merchandising and allocation functions. These
initiatives helped reduce the order-to-shelf cycle from approximately 80 days to 70-75
days, improving speed-to- market and enhancing the Company's ability to respond to
evolving consumer preferences.
As part of its omnichannel strategy, the Company further integrated its physical and
digital channels to deliver a seamless shopping experience. The 1-Click Omni capability
enabled customers to access a wider assortment beyond store inventory and contributed
nearly 30% of platform orders, helping improve fulfilment efficiency and conversion rates.
Powered by Lime Road's omnichannel ecosystem, customers could seamlessly discover,
transact and fulfil purchases across channels.
The Company also strengthened customer engagement through advanced CRM capabilities and
Al-enabled marketing interventions. A unified customer data platform enabled personalised
campaigns and targeted customer journeys, resulting in 4.7% incremental revenue through
CRM-led initiatives, while gamification campaigns achieved approximately 12% in-store
conversion.
Technology continued to be a critical enabler of operational excellence. During the
year, the Company strengthened its digital capabilities through the development of a
unified Digital Spine, integrating product, inventory, store and customer data into a
single operating intelligence platform. This architecture enabled near real-time
visibility, predictive decision-making and enhanced planning capabilities across the value
chain. Advanced analytics and machine learning models supported forecasting,
replenishment, inventory allocation and assortment planning, contributing to 84% season
sell-through and forecast accuracy of 66-67%.
Supported by disciplined execution, technology-led decision making, a robust supply
chain, and a customer-centric operating model, the Company remains well positioned to
capture the long-term growth opportunity arising from the increasing formalisation of
retail and the rising aspirations of Bharat consumers.
CONFIRMATION
During the year under review, there was no revision of financial statements and Board's
Report of the Company for the preceding financial years.
CHANGES IN THE NATURE OF BUSINESS
During the year under review, the Company did not undergo any change in the nature of
its business.
DIVIDEND
In terms of Dividend Distribution policy, your Directors at thier meeting held on
Thursday, the 7th day of May, 2026, recommended a dividend of Rs. 1 per share
@10%, for the financial year ended March 31, 2026. The proposal is subject to the approval
of shareholders at the ensuing Annual General Meeting.
GENERAL RESERVES
During the year under review, the Company transferred Rs. 8,126 Lakhs to general
reserves. Subsequently, total reserves stood at Rs. 87,164 Lakhs as on March 31, 2026.
CREDIT RATING
Investment Information and Credit Rating Agency of India Limited (ICRA) has maintained
the long-term rating of [ICRA] AA- (pronounced ICRA double A minus) and also maintained
the short-term rating of [ICRA] A1+ (pronounced ICRA A one plus) assigned to the overall
Rs. 300 crores Line of Credit of the Company.
The credit rating of the Company as on March 31, 2026 is as under:
| Facilities |
Previous Rating |
Current Reaffirmed Rating |
| Long-term bank limits |
[ICRA] AA- (ICRA double A minus) (Stable); Outstanding |
[ICRA] AA- (ICRA double A minus) (Stable); Outstanding |
| Short-term bank limit |
ICRA A1 + (ICRA A one plus); Outstanding |
ICRA A1 + (ICRA A one plus); Outstanding |
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Schedule V read with Regulation 34(2)(e) of SEBI Listing Regulations, the
Management Discussion and Analysis Report for the Financial Year under review, is
presented in a separate section, forming part of the Annual Report.
AWARDS AND ACCOLADES
During the financial year 2025-26, the Company's pursuit of excellence across financial
reporting, customer centricity, and retail innovation was recognized through several
prestigious industry honors. These accolades underscore our commitment to transparency,
brand resonance, and operational leadership in the retail sector.
Corporate Governance & Reporting
• ICAI Awards for Excellence in Financial Reporting, 2025
• Ranked 19th in LACP Vision 2024-25 Award in the I ntegrated Report Competition
for the following categories:
Platinum Award for the Annual Report, and Gold Award for the Integrated Report.
Retail Excellence & Customer Experience
• Best use of Personalization to Elevate the Customer Journey (Retail) by
Excellence Awards, 2025
• Value Retailer of the Year 2025 by IReC Awards
• Images Most Admired Retailer of the Year: Visual Merchandising by Images Retail
awards, 2025
Marketing & Brand Innovation
• Influencer Marketing: Festive Marketing Campaign by Trendies Awards, 2025
• Dun & Bradstreet LISTING
The Equity Shares of the Company continue to be listed on BSE Ltd. (BSE) and the
National Stock Exchange of India Ltd. (NSE). The Company has paid the annual listing fees
for the Financial Year 2025-26 to both the exchanges. The relevant details of the stock
exchanges are as follows:
| Exchange |
Scrip Code |
ISIN |
| NSE |
VMART |
INE665J01013 |
| BSE |
534976 |
|
WEBLINK OF ANNUAL RETURN
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, the Annual Return for the
Financial Year ended March 31, 2026, in Form MGT-7 will be made available on the Company's
website at https://vmart. co.in/other-disclosures/.
CORPORATE GOVERNANCE
In accordance with Regulation 34(3)ofSEBI Listing Regulations, this report is
accompanied by a comprehensive Report on Corporate Governance, which forms an integral
part of the Annual report.
NUMBER OF BOARD MEETINGS
During the Financial Year under review, the Board met five (5) times. The meeting
details are provided in the Corporate Governance Report that forms part of the Annual
Report. The gap between two consecutive Board Meetings did not exceed 120 (One Hundred and
Twenty) days as stipulated under Section 173 of the Act, Regulation 17 of the SEBI Listing
Regulations and Para 2.1 of Secretarial Standard - 1.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors
As on March 31, 2026, the Board of Directors consists of 6 (six) members, of which
three (3) are Independent Directors including one (1) Independent Woman Director. The
composition of the Board of Directors is provided below:
| Name of Directors |
Designation |
| Mr. Aakash Moondhra |
Chairperson & Non- Independent Non-Executive Director |
| Mr. LalitAgarwal |
Executive Managing Director |
| Mr. Madan Gopal Agarwal |
Executive Whole Time Director |
| Mr. Govind S Shrikhande |
Independent Director |
| Mr. Raghuvesh Sarup |
Independent Director |
| Ms. Shweta Kumar |
Independent Director |
During the year under review, there were no changes to the Board of Directors of the
Company.
Key Managerial Personnel
In pursuance of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of
the Company as on March 31, 2026 are as follows:
| Sr. No. |
Name |
Designation |
| 1 |
Mr. Lalit Agarwal |
Managing Director |
| 2 |
Mr. Madan Gopal Agarwal |
Whole-time Director |
| 3 |
Mr. Anand Agarwal |
Chief Financial Officer |
| 4 |
Ms. Megha Tandon |
Company Secretary |
During the year under review, there were no changes in the Key Managerial Personnel
("KMP") of the Company.
BOARD EVALUATION
To ensure the efficient functioning of the Board and its Committees while ensuring
compliance with statutory requirements, the Board conducted an annual evaluation of its
own performance, its Committees and individual Directors. This assessment followed the
framework designed by the Nomination & Remuneration Committee in compliance with the
Companies Act, 2013, and SEBI Listing Regulations.
The results were presented to the Board and its Committees for review. Furthermore, an
external agency was engaged to provide a validation certificate. The evaluation parameters
and methodology along with validation certificate forms part of Corporate Governance
Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company maintains a comprehensive Familiarization Programme designed to provide
Independent Directors with deep insights into business model, strategy, risk management
framework, and regulatory environment. Through structured training sessions, regular
corporate updates, and direct interaction with Senior Management, Directors gain a
thorough understanding of the Company's operations and market positioning. Detailed
information regarding the induction and familiarization program is included in the
Corporate Governance Report and is accessible on the Company's website at
https://vmart.co.in/wp-content/ uploads/V-Mart-Familiarization-Programme 2025-26.pdf.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has, inter alia, received the following declarations from all the
Independent Directors confirming that:
a. they meet the criteria of independence as prescribed under the Section 149(6) of the
Companies Act, 2013 read with Schedule IV and Rules made thereunder, and Regulation 16 of
the Listing Regulations. There has been no change in the circumstances affecting their
status as Independent Directors of the Company;
b. they have complied with the Code for Independent Directors prescribed under Schedule
IV to the Act; and
Further, they have confirmed that they have registered themselves with the Independent
Director's Databank maintained by the Indian Institute of Corporate Affairs (IICA).
The Board of Directors of the Company has taken on record the declaration and
confirmation submitted by the Independent Directors after undertaking due assessment of
the veracity of the same.
None of the Directors of the Company are disqualified from being appointed as Directors
as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the
Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any
statutory modification(s) and/or reenactments) thereof for the time being in force) or are
debarred or disqualified by the Securities and Exchange Board of India ("SEBI"),
Ministry of Corporate Affairs ("MCA") or any other such statutory authority.
All members of the Board and Senior Management have affirmed compliance with the Code
of Conduct for Board and Senior Management for the financial year 2025-26.
During the year, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than payments towards the sitting
fees, commission and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Company.
In the opinion of the Board, all the Independent Directors possess strongsense of
integrity and have requisite experience, skills, qualification, expertise and proficiency.
For further details, please refer to the Corporate Governance Report that forms part of
this Annual report.
A detailed note on the Board and its Committees is provided under the Corporate
Governance Report forming part of the Annual Report.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Company's Nomination & Remuneration Policy serves as the framework for Board
composition and executive compensation. The Nomination & Remuneration Committee is
responsible for identifying vacancies, evaluating potential candidates, and recommending
appointments to the Board and Shareholders.
Furthermore, the responsibilities of Nomination & Remuneration Committee include,
but are not limited to:
1. Talent Identification: Proactively identifying and vetting individuals qualified
to serve as Directors or Senior Management Personnel.
2. Tenure Management: Determining the tenure of
Independent Directors, including decisions regarding the continuation or extension of
their terms based on rigorous performance evaluations.
3. Comprehensive Compensation: Formulating a holistic remuneration policy for
Directors, Senior executives, and employees, encompassing ESOPs, pensions, and other
compensatory benefits.
The complete policy, encompassing the criteria for independence and positive attributes
required under Section 178(3), is available on the website of the Company at https://
vmart. co. in/wp-content/uploads/N RC-Policv-2.pdf.
SHARE CAPITAL
a. Buy-Back of Securities: During the year under review, the Company has not
undertaken any buy-back of its securities.
b. Issue of Sweat Equity: The Company has not issued any sweat equity shares during
the year under review.
c. Issue of Bonus Shares: During the year under review, the Board of Directors,
at its meeting held on May 02, 2025, recommended the issuance of Bonus Shares in the ratio
of 3:1. This recommendation was subsequently approved by the Shareholders of the Company
on June 12, 2025, through a Postal Ballot. Further, the Nomination & Remuneration
Committee, in its meeting held on June 24, 2025, also approved the allotment to the
eligible shareholders.
Pursuant to this Bonus Issue, the Company allotted 5,95,30,353 (Five Crores Ninety-Five
Lakhs Thirty Thousand Three Hundred and Fifty-Three) fully paid-up Equity Shares of Rs.
10/- each to eligible shareholder whose names appeared in the Register of Members as on
the Record Date, i.e., June 23, 2025. The bonus shares were allotted in the ratio of 3:1,
representing 3 (three) new fully paid-up equity shares of Rs. 10/- each for every 1 (one)
existing fully paid-up equity share held
This issuance was executed by capitalizing a sum not exceeding Rs. 59,53,03,530/-
(Rupees Fifty Nine Crores Fifty Three Lakhs Three Thousand and Five Hundred Thirty) from
the Securities Premium account of the Company, as per the audited accounts for the
financial year ended March 31, 2025. These bonus shares rank pari-passu in all respects
with the existing equity shares of the Company
d. Employees Stock Option / Restricted Stock Units: The details relatingto the ESOP
are available on the Company's website and can be accessed at https://vmart.co.in/
corporate-governance/. A certificate from the Secretarial Auditors confirming that the
ESOP schemes have been implemented in accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 is available for inspection
Pursuant to the issue of bonus shares during the year, the Company obtained
in-principle approvals from BSE Limited and National Stock Exchange of India Limited for
the adjusted ESOP pool under the ESOP Schemes approved by the shareholders. Accordingly
BSE Limited and National Stock Exchange of India Limited, granted in-principle approval
for the issuance and allotment of 647,403 equity shares of Rs 10 each under V-Mart ESOP
Scheme 2012 and 1,330,209 equity shares of Rs. 10 each under V-Mart ESOP Scheme 2020,
pursuant to the adjustment arising from the bonus issue.
AUTHORISED SHARE CAPITAL
During the year under review, the Board of Directors, at its meeting held on May 02,
2025, recommended an increase in the Authorised Share Capital of the Company from Rs.
25,00,00,000/- (Rupees Twenty-Five crores) to Rs. 95.00. 00.000 (Rupees Ninety-Five crores
only), divided into 9.50.00.000 (Nine Crores and Fifty Lakhs only) equity shares of Rs.
10/-(Rupees Ten only) each. The said increase was approved by the shareholders through a
Postal Ballot on June 12, 2025.
Accordingly, The Authorized Share Capital of the Company as on March 31, 2026 stood at
Rs. 95,00,00,000 (Rupees Ninety- Five crores only) divided into 9,50,00,000 (Nine Crores
and Fifty Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) each.
RELATED PARTY TRANSACTIONS
• Review
During the year under review, all transactions with related parties were reviewed and
approved by the Audit Committee and were in accordance with the Related Party Policy of
the Company. All Related party transactions undertaken during the financial year were
conducted at arm's length and in the ordinary course of business. Prior omnibus approval
of the Audit Committee was obtained for the transactions which are of a foreseen and
repetitive nature. There were no materially significant related party transactions with
Promoters, Key Management Personnel, or other designated persons that could potentially
conflict with the interests of the Company as a whole.
• Policy
The Company has established a policy on Related Party Transactions, which is available
on its website at https:// vmart.co.in/wp-content/uploads/Final-RPT-Policv-2.pdf.
• Statutory Disclosures
The details of related party transactions entered during the year in terms of Ind AS -
24 forms part of financial statements. The particulars of the contract or arrangement with
related parties referred in section 188(1) of the Companies Act, 2013 in the prescribed
form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014, is annexed as Annexure A to this report.
DEPOSITS FROM PUBLIC
During the year under review, the Company has not accepted any deposits from the public
falling under Section 73 and 76 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014, and no amount of principal or interest was outstanding as on the
date of the Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
Loans, Guarantees or Investments covered under the provisions of Section 186 of the
Companies Act, 2013, if any, forms part of the notes to the financial statement provided
in this Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN
MARCH 31, 2026 AND THE DATE OF BOARD'S REPORT
There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year to which the financial
statements relate to and the date of this report.
SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
REGISTERED OFFICE
The Registered Office of the Company continues to be situated at 610-611, Guru Ram Dass
Nagar, Main Market, Opp. SBI Bank, Laxmi Nagar, New Delhi - 110092.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In alignment with the provisions of Section 135 of the Companies Act, 2013, read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company remains
steadfast in its commitment to social upliftment and ethical corporate citizenship.
• CSR Committee
The Board has constituted a CSR Committee to oversee the formulation, implementation,
and monitoring of the Company's CSR Policy. As of March 31, 2026, the Committee comprises
the following members:
| Name of the Member |
Designation |
| Mr. Raghuvesh Sarup |
Chairperson |
| Mr. LalitAgarwal |
Member |
| Mr. Madan Gopal Agarwal |
Member |
| Mr. Aakash Moondhra |
Member |
• CSR Policy
The CSR Policy adopted by the Board is available on the Company's website and can be
accessed at https://vmart. co.in/wp-content/uploads/CSR-Policv-pdf-
• CSR Expenditure & Voluntary Contribution
In accordance with Section 135(5) of the Companies Act, 2013, and its subsequent rules,
the Company is mandated to allocate a minimum of 2% of its average net profits from the
past three financial years towards Corporate Social Responsibility (CSR) initiatives, as
calculated under Section 198 of the Companies Act, 2013.
For the financial year 2025-26, the Company was not statutory mandated to earmark funds
toward CSR activities as per the stipulated criteria.
Nevertheless, the Company has voluntarily contributed Rs. 16 lakhs to CSR projects,
surpassing its statutory obligation. This voluntary spend reflects our ingrained
philosophy of giving back to society, regardless of regulatory mandates.
• Annual Report on CSR
The brief outline of the CSR Policy and the initiatives undertaken during the year, in
the format prescribed under the Companies (CSR Policy) Rules, 2014, is annexed as "Annexure
B" to this Report.
CONSERVATION OF ENERGY
Although our company does not consume energy at an industrial scale, sustainability
remains a top priority. Our 700 KWP rooftop solar power plant at our Palwal warehouse now
generates over 2,700+ GJ of renewable energy annually, significantly reducing dependence
on conventional energy sources. This facility has been built to incorporate green HVAC
systems, LED lighting, motion sensors, and smart energy monitoring dashboards.
Across our store network, we have continued expanding 100% LED lighting,
temperature-regulated air conditioning, heat control films, and optimised electrical
designs to improve energy efficiency. On water conservation, our sewage treatment plant at
Palwal recycles approximately 40,000 KL of water annually for landscaping, while RO
wastewater recovery systems across stores reduce wastage. We achieved approximately 90%
carton reuse across our supply chain, eliminated 100% plastic shrink wrap, removed 1.4
Crore polybags, and enabled production of over 27 Lakh garments using recycled fabrics.
Further details are available in the Natural Capital section of this Annual Report.
TECHNOLOGY ABSORPTION
Technology continued to be a key enabler of operational excellence and customer-centric
growth during the year. The Company strengthened its digital capabilities through the
development of a unified Digital Spine, integrating product, inventory, vendor, store, and
customer data to enable faster decision-making and greater operational visibility across
the value chain.
The Company further enhanced its Product Lifecycle Management platform and implemented
a Vendor Management System to improve collaboration, sourcing efficiency, product
development, and supply chain responsiveness. Advanced analytics and automation were
increasingly leveraged for demand forecasting, inventory allocation, replenishment
planning, and merchandise management, helping improve inventory productivity and
speed-to-market.
The Company also continued to strengthen its omnichannel capabilities through seamless
integration of stores and digital platforms, while expanding the use of customer analytics
and business intelligence tools to drive personalized engagement and data-driven
decision-making.
These initiatives have enhanced operational agility, improved planning accuracy, and
strengthened the Company's ability to serve evolving customer needs efficiently and at
scale.
FOREIGN EXCHANGE EARNINGS AND OUTGO
| Sr. . Particulars No. |
Foreign Exchange Earning |
Foreign Exchange Outgo |
|
(Amount in Rs.) |
(Amount in Rs.) |
| 1 Services in relation to Advertisements |
Nil |
102.6 Lakhs |
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
The Board of Directors have established a Code of Conduct applicable to its members and
Senior Management Personnel. This Code serves as a foundational framework for ethical
business practices, equitable treatment, and the prohibition of actions such as bribery,
corruption, and anticompetitive behaviour
All Board members and Senior Management Personnel have confirmed their compliance with
the Code of Conduct for the Financial Year 2025-26. A declaration affirming this
adherence, signed by Mr. Lalit Agarwal, Managing Director, is included in the Corporate
Governance Report forming part of this Annual Report.
The Code of Conduct is available on the website of the Company at
https://vmart.co.in/wp-content/uploads/V-Mart Code-of-Conduct-for-Directors-SMPs
Mav-2024.pdf
VIGIL MECHANiSM/WHISTLE BLOWER POLICY
The Company remains committed to the highest standards of ethical behavior and has
adopted a robust vigil mechanism through Whistle Blower Policy in compliance with the
provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations to
provide a safe platform to report illegal or unethical activities.
This mechanism empowers Directors, employees, and all stakeholders to report concerns
regarding fraud, violations of legal or regulatory obligations, breaches of the Company's
code of conduct/policies, or incorrect or misrepresentation of any financial statements
and reports, or any activity detrimental to the Company's interests, ensuring complete
protection against victimization.
During the year under review, the Company affirms that no personnel has been denied
access to the Audit Committee.
The Policy is available on the website of the Company at https:// vmart oo
in/wp-oontent/uploads/Whistle-Blower-Poliov-1 pdf
CODE ON PROHIBITION OF INSIDER TRADING
In accordance with SEBI Prohibition of Insider Trading Regulations, the Company has
implemented a Code of Conduct for Insider Trading and a Code of Fair Disclosure to
regulate and report trading by Designated Persons. These frameworks ensure the ethical
management of Unpublished Price Sensitive Information (UPSI) and strictly prohibit insider
trading activities. To support these measures, the Company maintains a Structured Digital
Database (SDD) and conducts regular awareness initiatives, such as informative mailers,
Flash cards, short awareness videos and quizzes, to keep employees updated on their
compliance obligations.
The Audit Committee evaluated the adequacy and effectiveness of the internal control
systems related to insider trading. The Committee reviews the instances of non-compliance,
if any, and recommends necessary actions to the Board in line with the Company's penalty
framework. Regulatory breaches, if any, are promptly reported to the Stock Exchanges, and
applicable penalties are deposited by the Designated Persons intoSEBI's Investor
Protection and Education Fund.
All Directors and Designated Persons have confirmed their compliance with the Code for
the financial year 2025-26
The Code of Conduct for lnsider Trading and Code of Fair Disclosure is available on the
Company's website at https://vmart.co.in/
WD-content/uploads/lnsider-Trading-Code-of-Conduct-l.pdf and
https://vmart.co.in/wp-content/uDloads/2022/09/CQDE. pdf respectively.
COMPLIANCE MANAGEMENT
A comprehensive Compliance Certificate, accompanied by detailed annexures, is presented
to the Board on a quarterly basis. The report offers a holistic assessment of the
Company's compliance landscape, identifies any deviations from applicable requirements,
and outlines the corrective and preventive actions (CAPA) implemented to reinforce
compliance controls, enhance accountability, and proactively mitigate future risks.
RISK MANAGEMENT
The Company has established an integrated enterprise risk management framework aligned
with globally recognised standards and requirements of the Companies Act and SEBI
regulations. This framework enables proactive identification, assessment, and mitigation
of key risks across strategic, operational, financial, compliance, and reputational
dimensions, thereby ensuring resilience and alignment with long-term objectives.
Risk management is embedded across the organisation through a structured top-down and
bottom-up approach, supported by active Board oversight. In compliance with Regulation 21
of the SEBI Listing Regulations, the Board has adopted a Risk Management Policy and
constituted a Risk Management Committee. The Committee assists the Board in its oversight
of risk identification, impact assessment, and the implementation of effective mitigation
plans.
The Company is increasingly leveraging Artificial Intelligence (Al) and advanced
analytics to strengthen risk identification, predictive monitoring, and real-time
decision-making. In addition, the Company is integrating ESG considerations into its risk
philosophy. This strengthens resilience, enhances stakeholder trust, and supports
responsible long-term value creation.
A detailed analysis of business risks and opportunities is included in the Management
Discussion and Analysis Report.
HUMAN RESOURCE MANAGEMENT
The Company believes that its people are central to delivering superior customer
experiences and sustaining long-term growth. During FY 2025-26, the Company continued to
strengthen its human capital through focused investments in capability building,
leadership development, and employee engagement. Several learning initiatives were
undertaken during the year, including structured induction programmes for frontline
employees, customer service excellence training, store leadership development programmes,
and functional upskilling initiatives aimed at enhancing merchandising, supply chain,
digital, and analytics capabilities
Recognising the increasing role of technology in retail operations, the Company also
conducted targeted training programmes to improve digital adoption across stores and
support functions, enabling employees to effectively leverage new systems and data-driven
decision-making tools. In addition, emerging leaders were identified through structured
talent development interventions to build a strong internal leadership pipeline and
support the Company's expanding store network.
The Company remains committed to fostering an inclusive, safe, and performance-oriented
workplace that encourages collaboration, innovation, and continuous learning. Employee
engagement and recognition programmes were conducted throughout the year to strengthen
organisational culture and reinforce shared values. As on March 31, 2026, the Company
employed over 13,000 employees across its operations. Industrial relations remained
cordial throughout the year, and the Company did not experience any material industrial
disputes affecting its operations.
In accordance with Section 197(12) of the Companies Act, 2013, read with Rules 5(1) and
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the requisite statement of employee particulars is appended as Annexure C to this Report.
This includes details of employees who received remuneration exceeding Rs 1.02 Crores per
annum (if employed throughout the year) or Rs 8.5 Lakhs per month (if employed for part of
the year).
For further insights, please refer to the Human Capital section of the Annual Report.
INTEGRATED REPORT
The Company is committed to transparency and comprehensive reporting, as demonstrated
by our voluntary Integrated Report. This report provides a holistic overview of our
performance, integrating both financial and non-financial information to provide
stakeholders with a deeper understanding of the Company's strategic perspective and value
creation process.
Our reporting framework offers an in-depth look at our core business activities,
governance structure, and strategic objectives. It specifically highlights our ability to
generate longterm value across the Six Capitals namely Financial capital, Manufactured
capital, Intellectual capital, Human capital, Social & Relationship capital, and
Natural capital. This comprehensive approach ensures that all dimensions of value creation
are captured, reflecting our unwavering dedication to sustainable development and
meaningful stakeholder engagement.
AUDITORS & AUDIT REPORT
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules
made thereunder, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, (Firm
Registration No. 301003E/E300005) were appointed as Statutory Auditors of the Company for
a term of five consecutive years, to hold office from the conclusion of the 21st
Annual General Meeting held on September 15, 2023 until the conclusion of 26th Annual
General Meeting of the Company to be held for the financial year 2027-28.
The Auditors have confirmed their eligibility and independence in accordance with the
Companies Act and the Code of Ethics issued by the Institute of Chartered Accountants of
India (ICAI). They have further affirmed that they are not disqualified from continuing
their tenure.
The Statutory Auditors' Report for the financial year 2025-26 is presented with an
"unmodified opinion" and forms part of this Annual Report. There are no
qualifications, observations, or adverse remarks in the Auditors' Report. The Notes to the
Financial Statements referred to therein are self-explanatory and, accordingly, do not
require further clarification or comment from the Board.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24A of SEBI Listing Regulations, M/s. Agarwal S. & Associates, Company
Secretaries (Firm Registration Number: P2003DE049100) were appointed as the Secretarial
Auditors of the Company for a term of five consecutive years from the Financial Year 2025-
26 until the conclusion of 28th Annual General Meeting of the Company which
will be held for the financial year 2029-30.
The Secretarial Audit Report in Form MR-3, issued under the Act and Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, is enclosed as
Annexure D to this Report. The Secretarial Audit Report contains the following observation
:
"During the period under review the Company has complied with the provisions of
the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above subject to
non-compliance under Regulation 29(l)(f) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 (SEBI LODR 2015).
Company is required to give prior intimation of at least two working days in advance,
excluding the date of the intimation and date of the meeting to stock exchange about the
meeting of the board of directors which was held for issue of Bonus Shares. The meeting of
the board of directors which was held on 02.05.2025. It was initially intimated to the
stock exchanges on April 23, 2025, subsequently an updated intimation was filed on April
29, 2025, to include an additional agenda for the proposal of a bonus issue. Due to the
trading holiday on May 01, 2025 (Maharashtra Day) the updated intimation fell short by one
working day. Consequently, The National Stock Exchange of India Limited (NSE) and BSE
Limited (BSE) each has levied fine of Rs. 11,800/- (inclusive of GST @18%) for
non-compliance of Regulation 29(l)(f) of SEBI LODR 2015, which has been paid."
The Board wishes to state that the delay in compliance with Regulation 29 was
inadvertent and unintentional due to the trading holiday on account of Maharashtra Day
(May 01, 2025), the "two working days" notice period fell short by one day, as
this is a regional holiday celebrated primarily in Maharashtra.
The Company has taken immediate corrective measures to ensure that such non-compliance
does not recur in the future. The Management has committed to strengthening its compliance
calendarto accountfortrading holidays inthefuture.
Further the Annual Secretarial Compliance Report for the financial year 2025-26
confirming compliance with all applicable SEBI Regulations, Circulars, Guidelines, and
Secretarial
Standards was received in accordance with Regulation 24A of the Listing Regulations.
This report is available on the Company's website at
https://vmart.co.in/other-disclosures/.
Internal Auditors
As part of our commitment to maintaining the highest standards of internal control and
governance, the Company has engaged M/s. KPMG Assurance & Consulting Services LLP, a
firm established under the Limited Liability Partnership Act, 2008, to carry out our
internal audit and review our internal control environment.
KPMG, a globally recognized leader in Audit, Tax, and Advisory services, conducts
comprehensive quarterly audits across our diverse business operations. On a quarterly
basis, the Internal Auditor presents a detailed status report to the Audit Committee,
encompassing key findings, risk assessments, and the remedial action plans agreed upon
with Management.
This robust internal audit framework ensures continuous oversightand reflects our
unwaveringdedicationto transparency, operational excellence, and corporate governance.
Reporting of Frauds by Auditors
None of the Auditors of the Company have reported any fraud as specified under the
second proviso of Section 143(12) of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has instituted a comprehensive internal financial control framework that is
commensurate with the scale, size, and complexity of its operations. These controls are
designed to provide reasonable assurance regarding the reliability of financial and
operational information, compliance with applicable laws and internal policies,
safeguarding of assets, prevention and detection of frauds and errors, and the accuracy
and completeness of accounting records.
The Board periodically reviews the Company's internal policies, processes, and internal
financial control systems to ensure their continued effectiveness. Accordingly, the
Directors' Responsibility Statement includes a confirmation on the adequacy of internal
financial controls. The effectiveness of these controls is evaluated through management
reviews, self-assessments, ongoing monitoring by functional heads, and testing conducted
as part of internal and statutory audits. Further, an independent assessment of the
Internal Controls over Financial Reporting (ICoFR) has been carried out by the Statutory
Auditors, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants.
SIGNIFICANT AND MATERIAL ORDERS
During the year under review, there were no significant and material orders passed by
the Regulators/ Courts/ Tribunals which would impact the going concern status of the
Company and its future operations.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND
REDRESSAL) ACT, 2013
Your Company laid down an Anti-Sexual Harassment Policy in compliance with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Internal Committee (1C) has been set up to redress complaints
regarding sexual harassment, if any.
The Composition of the 1C Committee as on March 31, 2026 is as follows:
| Sr. No. |
Details of member of 1C |
Name |
Official Designation |
| 1 |
Chairperson (F) |
Ms. Anjali Goel |
VP - Human Resources |
| 2 |
Member |
Ms. Megha Tandon |
Company Secretary |
| 3 |
Member |
Ms. Sonal Singh |
GM-HR |
| 4 |
Member |
Mr. Karun Kumar |
AVP - Governance & Risk Control |
| 5 |
Member (NGO) |
Ms. Sonal Mattoo |
' |
| 6 |
Member |
Ms. Shweta Kumar |
Independent Director |
The disclosures for the period under review as per the Anti- Sexual Harassment Policy
of the Company and applicable Act thereof are as follows:
a) Number of complaints of sexual harassment received during the year: 4
b) Number of complaints disposed-off during the year: 4
c) Number of cases pending for more than ninety days: 0
d) Number of workshops on awareness program against sexual harassment carried out: 2
e) Nature of action taken by the employer or district officer: A detailed investigation
was carried out by the Company and the appropriate action was taken to resolve the matter.
The Policy for prevention of sexual harassment is announced to all the staff and is
available on the Company's website at https://
vmart.co.in/wD-content/uploads/Annexure-A-POSH-Policv.Ddf.
COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961
Your Company remains in full compliance with all statutory provisions of the Maternity
Benefit Act, 1961, ensuring a supportive environment and all prescribed benefits for its
women employees.
INCIDENT OF FRAUD
No material fraud by the Company or on the Company by its officers or employees has
been noticed or reported during the period covered by our auditors.
INVESTORS EDUCATION & PROTECTION FUND (IEPF)
Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with IEPF Authority
(Accounting, Audit, Transfer & Refund) Rules, 2016 ("IEPF Rules"), all
unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF
established by Central Government after completion of seven years.
Further, all shares in respect of which dividend has not been paid or claimed for seven
consecutive years or more are required to be transferred by the Company in the name of
IEPF.
Further, shareholders may verify the details of such transfers on the Company's website
at https://vmart.co.in/ shareholding-information/.
ENVIRONMENT SOCIAL GOVERNANCE (ESG)
The Company remains committed to integrating Environmental, Social and Governance (ESG)
principles into its business strategy and operations to create sustainable long-term value
for all stakeholders. During FY 2025-26, the Company continued to strengthen its ESG
framework through initiatives focused on responsible sourcing, energy efficiency, waste
reduction, resource conservation, employee well-being, diversity and inclusion, community
development, and robust corporate governance practices. Sustainability considerations are
increasingly being embedded across business processes to support responsible growth and
enhance organisational resilience.
The Board and its Committees provide oversight on ESG- related matters, ensuring
alignment with the Company's long-term objectives and stakeholder expectations. The
Company continued to undertake various environmental and social initiatives, including
renewable energy adoption, responsible packaging practices, employee development
programmes, and community engagement activities. The Company remains committed to
advancing its ESG agenda and fostering a culture of responsible business conduct while
contributing positively to society and the environment.
For more details refer to ESG Page forming part of the Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
Pursuant to Regulation 34 of SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015 the Business Responsibility & Sustainability Report describing the
initiatives undertaken by the Company from environmental, social and governance
perspective is presented in a separate section forms part of the Annual Report.
COST RECORDS AND COST AUDIT
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, the
maintenance of cost records and the requirement for a cost audit are not applicable to the
business activities carried out by the Company during the financial year under review.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015 ("the listing regulations"), the top 1000 listed
companies shall formulate a dividend distribution policy.
Accordingly, the Company has adopted a formal policy that outlines the key financial
parameters and internal/external factors to be considered by the Board of Directors when
determining the distribution of dividends to shareholders or the retention of profits.
The policy is available on the Company's website at the link:
http://vmart.co.in/wp-content/uploads/2023/07/Dividend- Distribtion-Policv-l.pdf.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the year under review, no application has been made or any proceeding is pending
under Insolvency and bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE DURING ONE TIME SETTLEMENT AND
VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS
During the year under review, there were no instances of onetime settlements or bank
term loans; Accordingly, the disclosure of differences between valuation at the time of
settlement versus loan inception is not applicable.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) as prescribed
under Section 118(10) of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, with
respect to Directors' Responsibility Statement, it is confirmed that:
a) In the preparation of the annual accounts for the Financial Year ended on March 31,
2026, the applicable accounting standards have been followed and there are no material
departures from the same;
b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year ended on
March 31, 2026 and of the profit or loss of the company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of thisActfor safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) The Directors have laid down Internal Financial Controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
The aforesaid statement has also been reviewed and confirmed by the Audit Committee of
the Board of Directors of the Company.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for the continued
trust, support, and cooperation extended by the Company's employees, shareholders,
customers, suppliers, bankers, business partners, and other stakeholders, whose
contribution has been invaluable to the Company's growth and success.
The Board also gratefully acknowledges the guidance and support received from the
Central and State Governments, regulatory authorities, and other statutory bodies
Your Directors further commend the dedication, commitment, and efforts of all employees
across the organisation. Their unwavering focus, professionalism, and contribution
continue to be instrumental in advancing the Company's objectives and sustaining its
long-term growth
|
|
By the Order of the Board and |
|
|
On behalf of the Board |
|
Madan Gopal Agarwal |
Lalit Agarwal |
| Place: Gurugram |
DIN:02249947 |
DIN: 00900900 |
| Date: May 07, 2026 |
Whole-time Director |
Managing Director |
|