Interim report
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Ref. No. CS/S/L-1016/2026-27 3rd November, 2026 To: The Listing Department NATIONAL STOCK EXCHANGE OF INDIA LIMITED “Exchange Plaza” Bandra-Kurla Complex Bandra (E ), Mumbai – 400 051 Scrip Code: VMART Fax: 022-26598120 Email: cmlist@nse.co.in To: The Corporate Relationship Department THE BSE LTD Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 534976 Fax: 022-22723121 Email: corp.relations@bseindia.com Sub: Outcome of the Meeting of the Board of Directors of the Company held on November 3, 2026 Dear Sir/Madam, Pursuant to Regulations 30 & 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board in its meeting held today i.e. on November 3, 2026 which commenced at 01:15 P.M. and concluded at 04:40 P.M. considered, approved, and took on record inter-alia the following: • Approval of the Unaudited Financial Results of the Company for the second quarter and half year ended September 30, 2026 The unaudited financial results of the Company for the second quarter and half year ended September 30, 2026 as considered, approved and taken on record by the Board of Directors of the Company along with the Limited Review Report issued by the Statutory Auditors. (Annexed herewith). • Appointment of Mr. Varin Agarwal as the Head - Merchandising function and Senior Management Personnel of the Company with effect from November 3, 2026 The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has approved the appointment of Mr. Varin Agarwal as the Head - Merchandising function with effect from November 3 , 2026. Consequent to this change, he shall be designated as Senior Management Personnel of the Company. The details required under the SEBI Listing Regulations, read with the SEBI circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 th January, 2026 have been provided in Annexure A. • Receipt of Request for Reclassification of certain members from ‘Promoter Group’ Category to ‘Public’ Category
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With reference to our intimation dated October 30, 2026 and pursuant to Regulation 31A(8) of the SEBI Listing Regulations, the Board reviewed the request received from the following members of the Promoter Group (also referred to as "outgoing members of the Promoter Group" or "applicants"), seeking reclassification from ‘Promoter Group’ category to the ‘Public’ category subject to the receipt of necessary approvals, including from Stock Exchanges where the eq uity shares of the Company are listed viz; BSE Limited and National Stock Exchange of India.. S. No. Name Category Number of shares held % of Shareholding 1. Raghav Agarwal Promoter Group 0 0% 2. Ditya Agarwal Promoter Group 0 0% Total 0 0% The Board considered the request and noted that they satisfies the conditions specified under Regulation 31A(3)(b) of the SEBI Listing Regulations and accordingly, approved the request for reclassification from Promoter Group to Public category, subject to approval of the Stock Exchanges. This information will also be made available on the Company’s website at www.vmart.co.in. We request you to kindly take the above information on record. Thanking You, Yours Truly For V-Mart Retail Limited Megha Tandon Company Secretary and Compliance Officer Encl: As above
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Annexure-A Sl. No. Particulars Information 1. Name Mr. Varin Agarwal 2. Reason for Change viz. appointment, re-appointment, resignation, removal, death or otherwise Appointment of Mr. Varin Agarwal as the Head - Merchandising function with effect from November 3 , 2026. Consequent to this change, he shall be designated as Senior Management Personnel of the Company. 3. Date of appointment/re- appointment/cessation (as applicable) November 3, 2026 4. Terms of appointment /re- appointment Not Applicable 5. Brief Profile (in case of appointment) Mr. Varin Agarwal holds a Bachelor’s degree from the NYU Stern School of Business. He joined V -Mart in 2024 and brings experience across strategy, operations, business development, and growth. Over the past two years, he has been instrumental in streamlining the company’s LimeRoad business, leading buying, merchandising, product assortment, and category management functions. Prior to joining V -Mart, he served as the Head of Strategy, Operations & Growth at US Mobile, where he played a key role in driving 82% growth in the Company’s revenue within 14 months and led a 350+ member customer experience team, enhancing customer satisfaction through data -driven insights and operational efficiencies. Earlier, he was associated with Kearney and Build Republic, where he gained experience in cost optimisation, business development, and marketing str ategies across diverse sectors. 6. Disclosure of relationships between directors (in case of appointment of a director) Not Applicable 7. Information required pursuant to BSE Circular no. LIST/COMP/14/2018-19 and NSE Circular No. SE/CML/2018/24 dated 20 June 2018. Not Applicable
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S.R. 8ATUB01 & Co. LLP Chartered Accountants 67, Institutional Area Sector 44, Gurugram - 122 003 Haryana, India Tel: +91 124 681 6000 Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors V-Mart Retail Limited 1. We have reviewed the accompanying statement of unaudited financial results of V-Mart Retail Limited (the "Company") for the quarter ended September 30, 2026 and year to date from April 01 , 2026 to September 30, 2026 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). 2. The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm registration number: 301003E/E300005 )01'~ per A nil Mehta Partner Membership No.: 095812 UDIN : ~O 1:58/J.-Uf /I Place: Gurugram Date: November 03, 2026 S.R. Batlibo i & Co. LLP, a Limited Liability Partnership wit h LLP Identity No. AAB-4294 Regd. Office: 22, Camac Street. Block 'B', 3rd Floor, Kolkala-700 0 16
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V•Mart Retail Lirnjted Regd. Office: 610-611, Guru Rom Dass Nogar, Main Market , Opp. SB! Bank, Laxml Naeor, New DelW- 110092 CTN · L51909DL2002 PLC163727, Website: "°"'''·••marl.co.In St111cmenl of una udite d financial results for the q uarte r a nd six months ended Septem ber 30, 2026 (Amount In Rs. Lukhs, unless olherwl,e staled) Particulars Income I. Revenue from operation,; 11. Other income lU. Total Inco me (I + II) IV. Expenses a) Purchase of slock-in-trade b) Chnnjtes in inventories ofstoek-in-tradc e) Employee benefits expense d) Finance costs e) Depreciation nnd amortization expense f) Other expenses Tota l expense, (IV) V. Profit / (lo,s) before excepllonnl Item and IDl (111- IV) Vl. Exceptional (loss) (Refer note 5) vu. Prom / (loss) before tax (V+VI) VUI. Tnx expense: • Current tax • Ta...x related to earlier years • Dcfcrt"Cd tax charge/ (credit) Tota l tax expense (VIJI) IX. ProOl/(loss) for the period/year (VII-VIII) X. Other compreh ensive income/ (lo,s) Items that will not be rec lasstned to profll or loss (a) Remeasurement loss ofnel defined benefit obii~ations (b) Income tax on above Total other comprehensive income / (Jou) XI. Total compre hensive Incom e/ (los,) for the period/ year (TX+X) xn. Pnld • up equity shure capita l (face value of Rs. 10 each) X.111. Other equity XJV. Earning,! (loss) per sha re (Nominal value of Rs.JO each) (Nol ann ualised, except for the year ended Morch 31, 2026) (a) Basic (Rs.) (b) Diluted (Rs.) 81!diti2o•I infaU!li!ti2n (B~[C[ n2I~ !il; Eamings Before Interest. Taxes, Depreciation and Amortization ll' BITDA \ rv + IY/dl + IV(cl . Ill Quorler ended Six months ended September 30, June 30, Septem ber 30, September 30, September 30, 2026 2026 2025 2026 2025 (Unaudited) (Unaudit ed) (Unaudited) (Una udited) (Unaudited) 95,299 1,08,881 80,687 2,04,180 1,69,209 268 265 343 533 636 95,567 1,09,146 81,030 2,04,713 1,69,845 93.054 62,004 76,141 1,55,058 1,16,565 (29,648) 9,360 (22.589) (20,288) (5,728) 11.195 11,123 9,760 22,318 19,257 2,069 1.982 1,745 4,05 I 3,569 8,875 8,395 7,110 l 7,270 13,902 12,092 10,330 10,224 22,422 19,347 97,637 1,03, 194 82,39 1 2,00,83 1 1,66,912 (2,070) 5,952 (1,361) 3,882 2,933 . . (2,070) 5,952 (1,361) 3,882 2,933 (588) 1,167 (454) 579 243 . . 152 64 (20) 216 217 (436) 1,23 1 (474) 795 460 (1,634) 4,72 1 (887) 3,087 2,473 (19) (1 2) (35) (31) (72) 5 3 9 8 18 (14) (9) (26) (23) (54) (1,648) 4,712 (913) 3,064 2,419 7,958 7,955 7,939 7,958 7,939 (2.06) 5.94 (1.12) 3.88 3. 11 (2.06) 5.91 ( 1.12) 3.87 3.10 8.606 16.064 7.151 24,670 19.768 S.R. Batliboi & Co. LLP, Gurugram for Identificat ion Year ended March 31, 2026 (Audited) 3,78,936 1,504 3,80,440 2,48.693 (70) 39.488 7.548 29,705 39,479 3,64,843 15,597 (1 19) 15,478 2.140 33 905 3,078 12,400 (26) 7 (19) 12,381 7,946 87,164 15.62 15.54 51.346
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V-Mu rt Retail Limi ted Reud. omcc: 610-6 11, Guru Ram Dass Na2or, Main Market , Qpp. SBI Bonk. Laxrnl Nauar , New Delhl - 110092 C IN • L51909DL2 002PLC l 63727, Webs ite: www.vmart.co.ln Statement or unaudited Assets and Liabilities (Amount in Rs. Lakh , , unless othenvise stated\ Asar Particulars September 30 2026 (Unaudited) I ASSETS Non-current assets Propeny. plant and equipment 61,562 Capital work-in-prol(fess 1.264 Goodwill 150 Other intan_gible assets 2,589 Riuht-of-usc assets 78,316 Financial assets Other financial assets 4,761 Income tax assets ( act) 1.515 Deferred tax assets (net) 7,382 Other non-current assets I 938 l,59 477 Current ussets Inventories 1, 19,041 Financial assets Investments 554 Cash and cash equivalents 1,296 Loans 20 Other financial assets 4,473 Other current assets 23.201 I 48 585 Total ossels 3 08 062 II EQUITY AND LIABILITIES EQUITY Equity share capital 7,958 Other equity 89 922 97 RHO LIABILITfES Non-current liabilities Financial liabilities Lease liabilities 61,039 Employee benefit obli2ations 2.036 63 075 Current liabilities Financial liabilities BorrowinJts 18,995 Lease liabilities 26,209 Trade payables a) total outstanding dues of micro enterprises and small enterprises 18,856 b) total outstanding dues of creditors other than micro enterprises and small 41,079 enterprises Other financial liabilities Employee benefit obligations Current true liabilities (net) Other current liabilities Tota l eouitv and liabilities P Gurugram s.R. satliboi & co. LL , for \dent if ication 39,438 1,167 33 I 330 1,47, 107 3 08 062 As at Marc h 31 2026 (Audited) 58.360 827 150 3.057 75,023 5.754 788 7,590 2 464 l,54,0JJ 98,753 1,838 1,953 17 3,721 17 695 I 23,977 277 990 7,946 87 164 95 110 61,348 I 928 63 276 I0.001 24,410 21,587 27,510 33,501 970 233 I 392 1,19,604 2,77 990
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V-Murt Retail Limited Regd. Office: 610-611, Guru Ram Dass Nager, Main Market, Opp. SDI Bank, Lum.I Nnear, New Deihl- 110092 CL'1- L51909DL2002PLCl63727, Website: w"w.Ymurt.co.ln State ment of unaudited cash nows for the six months ended September 30. 2026 (Amount In Rs. Lnkhs unless otherwise slatedl PorUculars For the six month s ended For the six months ended Seotember 30. 2026 Seotember 30 2025 (Unaudite d) (Unaudlled) A. Operatint.? activities Profit before iax 3,882 2,933 Adlustments to reconcil e oroflt before tax to net cash nows: Depreciation and amortization expense 17,270 13,902 Finance costs 4,05 1 3,569 Loss on sale/discard of property, planl and equipment (nel) 35 22 Profit on termination of lease (87) (197) lmpainnent allowance on other assets 70 96 Bud deblS and advances wriucn off 14 56 Employee stock ootion expense 55 552 Interest income (258) (233) Profil on sale of inveslments (nel) (9) (4) Fair value f!ain on im•cstment desiJ;tnated at FVfPL (18) (16) Liabilities no lons.tcr required, written back /89) / 19' Operatinc: profit before worklnc capita l chanQe! 24,9 16 20,661 Cha nees in n·orkini? capital : Increase in financinl assets and loans (596) (467) Increase in other assets (5,008) (2,359) Increase in inventories (20,288) (5,728) Increase in trade payables 10,927 10.681 Increase in other fmancial liabilities 5,364 769 Decrease in other fo1bilities (62) (69) Increase in employee benefit obliAalions 274 79 Cash flow ecnc rotcd from ope rations 15,527 23,567 Income iax paid (net of refunds) fl 506) 13001 Net cash flow 2enerat<d from operating activities (A) 14 021 23 267 8. Investing activities Purchase of property, plan1 and equipment. including intangible assets. (8,146) (5,851) capital work in pro~ess and capital advances Proceeds from sale of property, planl and cquipmcnl 28 39 Payment in respect ofriRht of use asscis (lease rcRistrntion char)!cs) (337) (185) Purchase of invesuncnts (22,349) (9,200) Proceeds from sale of investments 23,660 9.204 Interest received 56 71 Redemption / (investment) in bank deposils (net) 708 1491 Net cash nows used In Investing acttvllle s (B) (6 380) (5 971) C. Flnanclne activities Proceeds from issue of equity shares includin~ securities premium 446 609 Bonus equity shares issue expenses (63) Proceeds from / (Repayment) of short tcnn borrowin115 (net) 8,994 (4,785) Payment of principal ponion of lease liabilities (12,893) (10,958) Payment of interest ponion of lease liabilities (2,866) (2,237) Finance costs paid (1,184) (1.4 18) Dividend paid 1795) Net cush now used In nnunc ln~ uctiYltles (C) (8,l98) (18 8521 D. Net decrease in cash and cas h equiva lents (A+B+C) (651) (1,556) E. Cash and cash equivalents at the be,llinning of the period I 953 3.942 F. Cash and cash eoulvulenls at lhe end or the period (D+E) I 296 2,386 S.R. Batliboi & Co. LLP, Gurugram for ldentif \cation
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V-M:ir t Retail Lim ited Recd. Office: 610-611, Guru Ram Dass Nacar, Main Market, Opp. SB I Bank, Lumi Nal!ar , New Delhi - 110092 CIN - L5 l909DL2002PL C163727, Website: www.vmarLco.i n Stl!;mcnt wise revenue , results, asut.s a nd liabilities for the quarter and six mont hs ended Scp l.cmbe r 30, 2026 P:articu la rs Quarter ended Scntcmber 30. 2026 June 30 2026 ,unaud ited> /Unaudited\ See.ment revenue Retail Trude 94.708 1,08,348 Oii!ital Markclnlacc I 428 I 037 Total scPmcnt reven ue 96 136 1 09185 ~s: Inter scizmcnt revenue 837 504 Total 95 299 1 OH 881 Scerncnl results Retail Tmdc (1 ,320) 6.622 Dil!it.al Marketplace '238' (323\ Total ( 1,558) 6,299 Less: Unallocable finance c-osts (286) (1 22) Less: Unallocable dcnrcciation and amortization cxncnsc 1226' 1225' Pront/ floss) before cxccntiona l item and fax 12 0701 5 952 See.meut .11.ssel1 Retail Trade 2,93,054 2,55,348 Dieital Maricctnlace 3 591 3 440 Total 2,96.645 2,58,788 Unallocated assets 11 417 II 004 Tota l see:mcnt asscL"i 3.0K 062 2 69 792 Sel!ment liabilities Retail Trade 1,88,686 1,66,458 Divita! Mark:ctnlacc 2 427 2 177 TolBI 1,91.113 1,68,635 Unallocated liabilities 19 069 823 Tot.al set•rncnl liab ilitieli 2 l0. 182 I 69 458 (If~ {Amount in R..111. Lakhs. unless othcnv ise slal.cd) Six mont hs ended Year ended Sentcmbcr 30 2025 Sentembcr JO 2026 Sentcmbcr 30 2025 Marc h 31 2026 'Unaudited' IUnouditcd\ (Unaudited\ (Audited) 80,032 2,03,056 1.67,938 3,76,463 848 2.465 I 661 3 718 80 880 2 05 521 1 69 599 3 80 181 193 I 34 1 390 I 245 80 687 2 04 180 I 69 209 3 78 936 (563) 5,302 4,7 11 18.984 ,37(1\ 1561\ (876' (1.4361 (933) 4,741 3,835 17,548 (202) (408) (44 5) (1,045) 1226\ 1451\ (4571 (906 {( 16(\ 3 882 2 933 15597 2.46.750 2,93,054 2,46,750 2,63,204 3 39K 3 59 1 3.398 3 437 2,50,148 2,96,645 2,50, 148 2,66,641 12.483 II 417 12 483 11 349 2 62 631 3 OK 062 2 62 63 1 2 77 990 1,65.847 1,88,686 1,65,847 1,70,505 2 01 6 2427 2 01 6 2 IOI 1,67,863 1,9 1,113 1,67,863 1,72,606 10 193 19 069 10.193 10 274 178 056 2 10 182 I 7H 056 I H2 880 \~ ./· \ "-- · ;1 --:~ S.R. Batlib oi & Co. LLP, Gurugram for Identification
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V-Mart Retail Limiled Reed. Omce: 610-611, Guru Ram Dus Naear, M a in Market, Opp. SB! Bank, Laxmi Naea r, New Delhi - 110092 CIN • L51909DL2002PLC163 727, Webs ite: www.vma rl.co.i n Nares lo unaudited fi.na.ociaJ results for the qua.rte.rand sh: monc.hs ended September 30, 2026 These W1auditcd financial results have been prepared in accordance with Indian Accounting Standard (Ind AS) as prescribed wider Section 133 of the Companies Act, 2013 read with Rule 3 of Companies (Indian AccoWlting Standards) Rules, 2015 and relevant amendments thereafter and in terms of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 Sand other accowujng principles generally accepted in Indiu. 2 The above financial results have been reviewed and recommended for approval by the Audit Committee and approved by the Board of Directors at their respective meetings held on November 03, 2026 and have been reviewed by tl1e statutory auditors of the Company as required under regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Rcgulntions. 20 1 S. Pursuant to the Company's Employee Stock Option Scheme 2020 and 2012 ("Scheme"), the Company has allotted 27,388 shares and 89.713 shares during the quarter ended September 30, 2026 and June 30, 2026 respectively, on account of exercise of vested stock options. 4 There is no subsidiary/associa te/joint venn.tre of the Company as on September 30, 2026, hence there is no requirement 10 present consolidated financial results for the quarter ended September 30, 2026. 5 On November 21, 2025, the Government of India notified four new Labour Codes (the Code on Wages. 2019. the Code on Social Security, 2020, the Industrial Rcla1ions Code, 2020 and 1he Occupational Safe1y, Hcahh and Working Conditions Code, 2020) consolidaling 29 existing labour laws. The Ministry of Labour & Employment published Central Rules and FAQs to enable assessment of the fmancial impact due to changes in regulations. The Company bas assessed and accoW1ted for the incremental impact of these changes with the best information uvaileble and guidance provided by the Institute of Chartered Accountants of India. The impact of the above change amounting to Rs. 119 lakhs had been disclosed as ''Exceptional (loss)" in the financial results for the year ended March 31. 2026. 6 For beuer w1derstanding of the financial performance, d,e Company has chosen to present Earnings Before Interest, Taxes, Depreciation and Amortisation (EB[TDA) as an additional infonnation. EBJTDA is derived from profit/(loss) before exceptional item and tax, less other income and adding back finance caste;, depreciation and amorti1.ation expense. The Board of Directors at i1s meeting held on May 07, 2026 have approved and declared a final dividend for the financial year ended March 31, 2026 of Rs.I/- per equity share (face value of Rs. 101- each), which has been approved by the shareholders at tl,c Annual General Meeting held on July 30, 2026 and the Company has paid firu,I dividend of Rs. 795 lakhs. Figures of previous year / periods have been reclassified / regrouped /restated, wherever necessary. Place: Gurugram Date : November 03, 2026 t\.boi & co. LLP' Gurugram s.R. Ba I ior Identification