Interim report
Page 1
VISHAL MEGA MART LIMITED (Formerly known as Vishal Mega Mart Private Limited) Corporate & Regd. Office: 5th Floor, Platinum Tower, Plot No. 184 Udyog Vihar, Phase – 1, Gurugram, Haryana-122016, India. Phone: +91-124-4980000 Fax: +91-124-4980001 Email: secretarial@vishalwholesale.co.in, Website: www.aboutvishal.com CIN: L51909HR2018PLC073282 Date: November 13, 2025 To National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 NSE Scrip Symbol: VMM To BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 Scrip Code: 544307 Dear Sir/ Madam, Subject: Outcome of Board Meeting held on November 13, 2025 in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) The Board of Directors at their meeting held today (commenced at 02:00 P.M. and concluded at 03.45 P.M.), inter-alia, considered and approved the following: i. Unaudited Financial Results (Standalone and Consolidated) for the quarter and half year ended September 30, 2025: Based on the recommendation of the Audit Committee of the Board of Directors of the Company , the Board of Directors ha s approved the Unaudited Financial Results (Standalone and Consolidated) of the Company for the quarter and half year ended September 30, 2025 (‘Financial Results’). A copy of the Financial Results along with the Limited Review Reports issued by M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/N500013), the Statutory Auditors of the Company, under Regulation 33 of the SEBI Listing Regulations, are enclosed herewith as Annexure A. ii. Appointment of Mr. Yogesh Yadav (DIN: 06788269) as an Additional Director under the category of ‘Independent Director’: Based on the recommendations of the Nomination and Remuneration Committee (‘NRC’) of the Board of Directors of the Company, the Board of Directors has appointed Mr. Yogesh Yadav (DIN: 06788269) as an Additional Director (Independent Director) with effect from November 13, 2025, and has further recommended his appointment as Independent Director , not liable to retire by rotation, with effect from November 13, 2025, for a first term of 5 (five) consecutive years. Further, he is not debarred from holding office of a Director by virtue of any SEBI Order or any other such authority. The details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circulars are enclosed as Annexure–B. iii. Appointment of Mr. Vageesh Gupta (DIN: 07837351) as an Additional Director under the category of ‘Non-Executive, Non-Independent Director’: Based on the recommendations of the NRC of the Board of Directors of the Company, the Board of Directors has appointed Mr. Vageesh Gupta (DIN: 07837351) as an Additional Director ( Non- Executive, Non -Independent Director ) with effect from November 13, 2025 and has further recommended his appointment as Non-Executive, Non -Independent Director , liable to retire by rotation. Further, he is not debarred from holding office of a Director by virtue of any SEBI Order or any other such authority.
Page 2
VISHAL MEGA MART LIMITED (Formerly known as Vishal Mega Mart Private Limited) Corporate & Regd. Office: 5th Floor, Platinum Tower, Plot No. 184 Udyog Vihar, Phase – 1, Gurugram, Haryana-122016, India. Phone: +91-124-4980000 Fax: +91-124-4980001 Email: secretarial@vishalwholesale.co.in, Website: www.aboutvishal.com CIN: L51909HR2018PLC073282 The details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circulars are enclosed as Annexure–C. iv. Notice of Postal Ballot: The Board of Directors has approved the Notice of Postal Ballot for seeking approval of the Shareholders for above- mentioned appointments. Notice of Postal Ballot shall be submitted to the Stock Exchanges in due course in compliance with the applicable provisions of the SEBI Listing Regulations, Companies Act, 2013 and Circulars issued by Ministry of Corporate Affairs and SEBI in this regard. v. Appointment of Mr. Sambit Swain, as General Counsel and Senior Management Personnel of the Company: Based on the recommendations of the NRC of the Board of Directors of the Company, the Board of Directors has appointed Mr. Sambit Swain as the General Counsel and Senior Management Personnel of the Company with effect from November 13, 2025. The details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circulars are enclosed as Annexure–D. The above information will also be hosted on the website of the Company, i.e., https://aboutvishal.com/ . You are kindly requested to take the same on record. Thanking you. For Vishal Mega Mart Limited _______________________ Rahul Luthra Company Secretary & Compliance Officer ICSI Membership No: F9588 Encl.: As above
Page 3
a AmnexuK, 1\ Vishal Mega Mart Limited (formerly known as Vishal Mega Mart Private Limited) Corporate & Reg(I. Office: 5th Floor, Platinum Tower, Plot No. 184, Udyog Vihar, Phase-1, Gurugram, Haryana-122016 Phone: +91-12+-498(XNN) Fax: +91-12+498(X)01 Email: secretarial’4vishalwholesalcco.in, Website: www.aboutvishal.com, CIN: LS 1909HR2018PL('073282 Unaudited Consolidated Financial Results for the quarter and half year ended 30 September 2025 (All amounts are in millions of rupees unless otherwise stated) Particulars [IMF Revenue from operations Other income Total income I 11 Expenses Purchases of stock-in-trade Changes in inventories of stock-in-trade Employee txnefits expense Depreciation and amortisation expenses Finance costs Other expenses Total expenses 111 Profit before tax (1-I1) IV Tax expense: Current tax Deferred ta\ Total tax expense Profit for the period/year (111-IV)V VI Other comprehensive income/(loss) Items that will not tx reclassified to pro6t or loss - Remeasurement gain/(loss) on defined txne6t obligations Income-ta\ relating to items that \Till not tx reclassi6ed to profit or loss Other comprehensive income/(loss) for the period/ year, net of tax VII Total comprehensive income for the period/year, net of tax (V+VI) Profit for the period/year attributable to: Owners of the Holding Compan\ Other comprehensive (loss)/income attributable to: Owners of the Holding Compan\ Total comprehensive income attributable to: Owners of the Holding CompaQ VIII Paid-up equity share capital (face value of Rs. 10 each) IX Other equity X Earnings per equity share (face value of Rs. 10 each)* - Basic (Rs.) - Diluted (Rs.) + Earning per share not annualised erecpt for the year ended 31 March 2025 For the quartcm 30 June 2025 Unaudited 30 September 2025 Unaudited 29.814.87 201 ,75 30.016.62 26.563.95 (5.179.98) 1.76 1 .05 1.691.32 412.27 2.724.30 27,972.91 2,043.71 686.39 ( 165.80) 520.59 9523.12 3,68 (0.9 2.77 M 2.77 1.525.89 46,710.68 30 September 202+ Audited 31,403.19 170,03 31 ,573.22 20.938,88 1.55 1.26 1.711.15 1.590.87 411.39 2.610.10 28.813.65 2,759.57 799.37 ( 1 00.53) 698.84 2,060.73 (23 .00) 5.78 linN I 2,04Ml! 2.060.73 ( 17.22) 2.043 .5 1 46,613.71 0.45 0.44 For the half ) car cm1 o e Unaudited I Audited I Audited 24.362.21 132.13 24.494.3+ 21.733.72 (4.243.56) 1.525.22 1.405.46 342.45 2.322.32 b3 oM 1 ,408.73 462.55 (93.70) 368.85 1.039.88 (0.46) 0. 13 M 1 ,039.55 1.039.88 (0.33) 45,087.19 0.23 0.23 61.218.06 371.78 wg€gjTl 47.502.83 (3.628.72) 3.472.20 3.282. 19 823.66 5.334.40 6 4,803.28 1.485.76 (266.33) 1.219.43 3.583.85 ( 19.32) 4.87 man M ( 14.45) 3.569.40 46,710.68 0.77 0.77 50.325 . 13 209.03 1.07. 163.45 585.56 HO 49.01 39.957.32 (3.835.08) 3_023 .66 2.788.74 684, 16 4.498.89 47.1 17.69 80.486.73 (3.850.52) 6.405 . 84 5.902.37 1.492.06 8.819.60 9 3,416.47 8,492.93 983.06 ( 107.96) 875.10 5 2.299.49 ( 126.23) Bal@gBI 6.319.67 (21.89) 5.54 M (20.03) 5.04 Ll 4.99 ) laB%IRI 2.541.37 6.319,67 ( 16.35) ( 14.99) 2.525.02 6.304.68 45,087.19 45,974.28 18,038.74 0.56 0.55 1.40 iN D/@
Page 4
e Consolidated Statement of Assets and Liabilities (All amounts are in millions Qf rupees unless otherwise stated) Particulars A I 11 B I 11 111 Vishal Mega Mart Limited (formerly kmown as Vishal Mega Mart Private Limited) Corporate & Regd. Office: 5th Floor, Platinum Tower, Plot No. 184, Udyog Vihar, Phasbl, Gurugram, Haryana-122016 Phone: +91-124-4980000 Fax: +91-124-4980001 Email: secretarial(avishalwholesale.co.in, Website: www.aboutvishal.com, CIN: L51909HR2018PLC073282 As at 30 September 2025 Unaudited Assets Non-current assets Property, plant and equipment Capital work-in-progress Right-of-use assets Goodwill Other intangible assets Financial assets Loans (i) Other financial assets Deferred tax assets Non-current tax assets (net) Other non-current assets Total non-current assets Current assets Inventories Financial assets (i) Investments (ii) Trade receivables (iii) Cash and cash equivalents (iv) Bank balances other than cash and cash equivalents (v) Other financial assets Other current assets Total current assets Total assets Equity and liabilities Eq„ity Equity share capital Other equity Equity attributable to shareholders of the Holding Company Total equity Liabilities Non-current liabilities Financial liabilities (i) Lease liabilities Provisions Total non-current liabilities Current liabilities Financial liabilities (i) Lease liabilities (ii) Trade payables Total outstanding dues of micro enterprises and small enterprises; and Total outstanding dues of creditors other than micro enterprises and small enterprises (iii) Other financial liabilities Other current liabilities Provisions Total current liabilities Total liabilities Total equity and liabilities ega e Ip 7,178.18 346.50 16,790,12 42,836.34 162.52 1,017.57 2,584.19 113.31 50,20 71,078.93 22,136.43 9,644, 18 229,30 3,149,24 658,84 206.34 3,536.32 39,560.65 J, 10,639.58 46,710,68 22,269,58 68,980.26 b8 980.26 13,247,71 441 ,65 13,689.36 5,459.92 7.862.26 12,988.19 82 1 ,98 614.06 223.55 27,969.96 41,659.32 1,10,639.58 VISHAL :tH As at 31 March 2025 Audited 6,950,73 136.32 15,456,55 42,836,34 104.31 918,58 2,312.99 151.00 46,02 68,912.84 18,503 ,07 3,872,78 664.44 3,969.60 667.05 241.86 3,098.81 31,017.61 9 45,974.28 18,038,74 64,013.02 64,013.02 12,218,44 369.16 Mi] 5 ,075.38 6,027.64 8,758.05 829.03 2,419,89 219.84 23,329.83 35,917.43 99,930.45
Page 5
Vishal Mega Mart Limited (formerly known as Frshal Mega Mart Private Limited) Corporate & Regd. Office: 5th Floor, Platinum Tower, Plot No. 184, Udyog Vihar, Phasol, Gurugram, Haryana-122016 Phone: +91-124-4980000 Fax: +91-124-4980001 Email: secretarial@vishalwholesale.co.in, Website: www.aboutvishal.com, CIN: L51909HR2018PLC073282 Consolidated Statement of Cash Flows (All amounts are in millions of rupees unless otherwise stated} For the half year ended 30 September 2025 Unudited Particulars A. Cash flows from operating activities Net profit before tax Adjustments for : Depreciation and amonisation expenses Loss on disposal of property, plant and equipment (net) Gain on fair valuation of investments Gain on sale of investments Interest income Liabilities no longer required, written back Gain on modification of leases Finance costs Share based payment expense Operating profit before working capital changes Adjustments for : Decrease in trade receivables Increase in inventories Increase in other 6nancial assets Increase in other assets Increase in trade payables (Decrease)/increase in other liabilities Increase in provisions Decrease in financial liabilities Cash generated from operations Income-tax paid (net me e e HaM B. Cash flows from investing activities Purchase of property, plant and equipment (including capital work-in-progress, capital advances and capital creditors) Proceeds from disposal of property, plant and equipment Placement of8xed deposits Proceeds from redemption ofHxed deposits Investment in mutual fUnds Proceeds from sale of mutual fUnds Interest received I C. Cash flows from financing activities Proceeds from issue of equity shares Payment of principal portion of lease liabilities Interest paid m;II used m=g-m Net increase in cash and cash equivalents (A+B+C) Cash and cash equivalents at the begjnning of the year Cash and cash equivalents at the end of the year V ISH AL :in For the half year ended 30 September 2024 Audited 4,803.28 3,282.19 4,80 (98. 15) ( 183.82) (73,84) ( 17.00) (14.41) 823.66 252.00 8,778.71 435.14 (3,633.35) (3.04) (440.36) 6,081.76 ( 1,806.32) 61.76 :68.31 ) 9,405.99 ( 1,448.071 iElaEla ( 1,401.99) 18,06 (26.83) ( 15,899.43) 10.410.00 44.07 : 6,856. 12 1.145,84 (2,244.34) (823.66 [Emn (820.36) 3,969.60 3,149.24 3,416.47 2,788.74 (9.39) (63.63) (58.78) (75.67) ( 19.40) 684. 16 246.46 6,908.96 27.28 (3,840.91) (272.07) (240.68) 8,353.25 42.20 42.50 51,89 10,968.64 1.050.27 ( 1, 181,34) 14.70 (570.40) 25.00 (8,829,54) 4,282.94 43.36 EM (1,943.51) (684.16 aM 1,075.42 869.59 1,945.01 V@:
Page 6
q Notes to statement of unaudited consolidated financial results for the quarter and half year ended 30 September 2025: 1. 2 3 The above unaudited consolidated financial results have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 13 November, 2025. TIle statutory auditors of the Holding Company have conducted limited review of these unaudited consolidated financial results pursuant to regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended These unaudited consolidated financials results have been prepared in accordance with Indian Accounting Standard (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulationsp 2015 (as amended). Based on the “management approach” as defined in Ind AS 108 – Operating Segments, the Chief Operating Decision Maker ('CODM’) does the evaluation of the Holding Company’s performance at an overall level as one segment. For and on behalf of the Board of Directors nI).mr„ LTE-FLo No,: 01927304 #&% CD PP C FcD / a Place: Gurugram Date: 13 November, 2025
Page 7
Walker Chandiok &Co LLP Walker Chandiok & Co LLP 218 FEo©r, DLF Square Jacaarida May, DLF Phase II Gamgram – 122 C)02 India T +91 124 4628099 F +91 124 4628081 Independent Auditor’s Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) To the Board of Directors of Vishal Mega Mart Limited (formerly known as Vishal Mega Mart Private Limited) 1 We have reviewed the accompanying statement of unaudited consolidated financial results ('the Statement’) of Vishal Mega Mart Limited (formerly known as Vishal Mega Mart Private Limited) ('the Holding Company’) and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group’), (refer Annexure 1 for the list of subsidiaries included in the Statement) for the quarter ended 30 September 2025 and the consolidated year to date results for the period 1 April 2025 to 30 September 2025, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations’). 2. This Statement, which is the responsibility of the Holding Company’s management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34’), prescribed under section 133 of the Companies Act, 2013 ('the Act’), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the Listing Regulations. 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. 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 the Standards on Auditing specified under section 143(10) of the Act, 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. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable. /e}BD®; o8Wafer C:bancBak & Co ,IP is with bmi!%I li8WiV atf) itIera st:'’r$ \q rwnbeg AACi,aIBS arId its agjg lead €H + at L41 Cgqruughl (;hci$, New 1}8Rli. + lIQtHI, india CRaneed A6Countara$ C>HI as in a$nga ILm, eFundig©h, Chennai, Gywgram, HydeaM, Kwh Knlkal8. Mumbai. New De©ri. Ncida a&d Puns
Page 8
Walker Chandiok &Co LLP Independent Auditor’s Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) 4 Based on our review conducted and procedures performed as stated in paragraph 3 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 Ind AS 34, prescribed under section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material rnisstatement. 5 The Statement includes the interim financial results of 2 subsidiaries. which have not been reviewed by their auditors, whose interim financial results reflects total assets of ? 0.20 millions as at 30 September 2025, and total revenues of Nil and Nil, net loss after tax of ? (25.97) millions and ? (25.97) millions, total comprehensive loss of ? (25.97) millions and ? (25.97) millions for the quarter and six months period ended 30 September 2025 respectively, cash flow (net) of ? (0.02) millions for the period ended 30 September 2025 as considered in the Statement, and have been furnished to us by the Holding Company’s management. Our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries are based solely on such unreviewed interim financial results. According to the information and explanations given to us by the management, these interim financial results are not material to the Group. Our conclusion is not modified in respect of this matter with respect to our reliance on the financial statements/ information/ results certified by the Board of Directors. For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No: 001076N/N500013 tIaa a\) + +Neeraj Goel Partner Membership No. 099514 UDIN: aSOqq61qlbHIB.3Ht2q' Place: New Delhi Date: 13 November 2025 Chartered Accountants
Page 9
Walker Chandiok &Co LLP Independent Auditor’s Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) Annexure 1 List of entities included in the Statement Holding Company Vishal Mega Mart Limited (formerly known as Vishal Mega Mart Private Limited) Subsidiary companies 1. Airplaza Retail Holdings Private Limited; 2. Vishal Ecommerce Private Limited; 3. Vishal Mega Mart CSR Trust Chartered Accountants
Page 10
Vishal Mega Mart Limited (formerly known as Vishal Mega Mart Private Limited) Corporate & Regd. Office: 5th Floor, Platinum Tower, Plot No. 184, Udyog Vihar, Phasel, Gurugram, Haryana-122016 Phone: +91-12+498(xm Fax: +91-12+498(ml Email: secretarial@vishalwholesale.co.in, Website: www.aboutvishal.com, CIN: L51909HR2018PLC073282 Unaudited Standalone Financial Results for the quarter and half year ended 30 September 2025 (All amounts are in millions of rupees unless otherwise stated) Particulars I Income Revenue from operations Other income Total income 11 Expenses Purchases of stock-in-trade Changes in inventories of stock-in-trade Employee benefits expense Depreciation and amoaisation expenses Finance costs Other expenses Total expenses Ill Profit before tax (1-11) IV Tax expense: Current ta\ Deferred ta\ Total tax expense Profit for the period/year (III-IV)V VI Other comprehensive income/(loss) Items that will not be reclassified to profit or loss - Remeasurement gain/(loss) on defined benefit obligations Income-ta\ relating to items that will not be reclassified to profit or loss Other comprehensive income/(loss) for the period/year, net of tax VII Total conrprehensive income for the period/year, net of tax (V+VI) VIII Paid-up equity share capital (face value of Rs. 10 each) IX X Other equity Earnings per equity share (face value of Rs. 10 each)* - Basic (Rs.) - Diluted (Rs. ) + Earning per share not anuualised execpt for the year ended 31 March 2025 @%\ CD £ tn bR. / For the quarter ended e Unaudited I Unaudited 17.462.92 167.54 17,630.46 15.280.67 (685.49) 422.43 43 1 .52 29.45 388.50 15,867.08 1,763.38 487.65 (38.82) 448.83 1,314.55 2.29 0.58) ,7 £l©2® 46,710.68 0.28 0.28 30 SeptmM Audited 16.692.59 144.77 . 16,837.36 12.720.62 428.51 435.56 422.93 29. 14 440.35 14,477. 1 1 2,360.25 628.31 (34. 1 8) 594.13 1,766. 12 (5.30) 1.33 an BBB 46,613.71 0.38 0.38 (:\TbND{ AC F,r th, h,if y,,, ,„d,d I F., th, y„, ,„d,d e ) Unaudited I Audited I Audited 14. 1 80.03 103.55 14,283.58 12.097.93 (398.81 ) 442.26 395.90 29.91 317.81 12,885.00 1,398.58 383.45 (36.30) 347.15 1,05 1 .43 1 ,47 (0.37) 1.10 1 ,052.53 45,087.19 0.23 0,23 34.155.51 312.31 34.467.82 28.00 1 .29 (256.98) 857.99 854.45 58.59 828.85 30,344. 19 4, 123.63 1,115.95 (73.00) 1 ,042.95 3,080.68 (3.0 1 ) 0,76 mE jo 46,710.68 0.66 0.66 VISHAL MEGA MART 30,859.41 156.79 31,016.20 59.466,04 45 1 .06 59,9 1 7. 10 24. 1 89.87 1.319, 19 893.97 782.76 59.83 629.30 8 47_458.06 1 , 150.41 1 _886.57 1.600.75 119,85 1.380.78 53396.42 6,320.683,141.28 1.730.17 ( 135.23) 1 ,594.94 4,725.74 864.92 (81.57) 783.35 2,357.93 (3,36) 0.84 nBa (0. 10) 0.02 @M 7 45,087.19 45,974.28 15,988.76 0.52 0,51 1.05 1.02
Page 11
Vishal Mega Mart Limited (formerly known as Wrshal Mega Mart Private Limited) Corporate & Regd. OfTice: 5th Floor, Platinum Tower, Plot No. 184, Udyog Vihar, Phase1, Gurugram, Haryana-122016 Phone: +91-124-4980000 Fax: +91-124-4980001 Standalone Statement of Assets and Liabilities (All amounts are in millions of rupees unless otherwise stated) Particulars A I 11 B I 11 111 Email: secretarial@vishalwholesale.co.in, Website: www.aboutvishal.com, CIN: L51909HR2018PLC073282 As at 30 September 2025 Unaudited Assets Non4urrent assets Property, plant and equipment Capital work-in-progress Right-of-use assets Goodwill Other intangible assets Financial assets (i) Investments in subsidiary (ii) Other financial assets Non-current tax assets (net) Other non-current assets Total non-current assets I Current assets Inventories Financial assets (i) Investments (ii) Trade receivables (iii) Cash and cash equivalents (iv) Bank balances other than cash and cash equivalents (v) Other financial assets Other current assets Total current assets Total assets Equity and babiHdes Equity Equity share capital Other equity Total equity Liabilities Non-current liabilities Financial liabilities (i) Lease liabilities Provisions Deferred tax liabilities (net) Total non-current liabilities I Current liabilities Financial liabilities (i) Lease liabilities (ii) Trade payables Total outstanding dues of micro enterprises and small enterprises; and Total outstanding dues of creditors other than micro enterprises and small enterprises (iii) Other 6nancial liabilities Other current liabilities Provisions Total current liabilities Total liabilities Total equity and liabilities ega a) \a i VISHAL MEGA MART 4,042.39 103.60 1,114.54 36, 142,28 5,624.64 747.56 48.43 85.81 7, 17 47,916.42 2,636.32 9,644.18 21,596.12 828,60 499.07 8,87 232,38 ©445.54 83,361.96 46,710.68 19,728,64 66,439.32 1 ,282.86 1 10.05 822,71 W2 30,88 6,369.44 6,363.08 431,12 271 ,40 1,241.10 14,707.@ 16,922.61 83,361.96 As at 31 March 2025 Audited 3,95 1.74 92,97 1,164,39 36,142.28 5,808.04 747,56 38,87 64.85 5,00 8 2,380.04 3,872.78 21,799.74 1 ,035.32 484.55 11.14 349,32 M 77,948.59 45,974.28 15,988,76 61,963.04 1 ,299.23 101,80 896.47 2,297.50 31.91 4,534.82 5, 184.12 516,77 1,95 1.91 1 ,468.52 13,688.05 77,948.59
Page 12
Vishal Mega Mart Limited (formerly known as Vishal Mega Mart Private Limited) Corporate & Regd. Office: Sth Floor, Platinum Tower, Plot No. 184, Udyog Vihar, Phasol, Gurugram, Haryana-122016 Phone: +91-12+4980000 Fax: +91-12+4980001 Email: secretarial@vishalwholesale.co.in, Website: www.aboutvishal.com, CIN: L51909HR2018PLC073282 Standalone Statement of Cash Flows (All amounts are in millions of rupees unless otherwise stated) For the half year ended 30 September 2025 Unudited Particulars Cash flows from operating activities Net profit before tax Adjustments for : Depreciation and amortisation expenses Loss on disposal of property, plant and equipment (net) Gain on fair valuation of investments Gain on sale of investments Interest income Liabilities no longer required, written back Finance costs Share based payment expense Operating profit before working capital changes Adjustments for : Decrease in trade receivables (Increase) in inventories (Increase) in other financial assets Decrease/(increase) in other assets Increase in trade payables (Decrease)/increase in other liabilities (Decrease)/increase in provisions (Decrease) in financial liabilities Cash generated from operations Income-tax paid (net) Net cash generated from operating activities A. B. Cash flows from investing activities Purchase of properTy, plant and equipment (including capital work-in.progress, capital advances and capital creditors) Proceeds from disposal of property, plant and equipment Placement of fixed deposits Proceeds from redemption of fixed deposits Investment in mutual funds Proceeds from sale of mutual funds Interest received He cash used in inve@ activities C. Cash flows from financing activities Proceeds from issue of equity shares Payment of principal portion of lease liabilities Interest paid Red from@MMnal Net increase in cash and cash equivalents (A+B+C) Cash and cash equjvalents at the begjnning of the year Cash and cash equivalentsMle end of theRear YISHAL ;int 4,123.63 854.45 8.52 (98.15) (183.82) (28.78) (17.00) 58,59 227,10 4,944.54 228,52 (256.28) (7.01) 114.85 3,030.64 (1 ,680.51) (222.18) (128.07) 6,024.50 (1,136.91) M (697,02) 8.35 (24,25) (15,899.43) 10,410,00 38,22 M 1 ,145,84 (17.43) (58.59) WO (206.72) 1 ,035.32 828.60 For the half year ended 30 September 2024 Audited 3,141.27 782,76 (12.57) (63.63) (58.78) (32.83) (18.16) 59.83 245.95 4,043.84 (918.50) 1 ,320,78 (191 ,18) 402,76 2,484.40 84,16 (210.60) (129,78) 6,88® (866,01) M (530.33) 26.00 (569.96) 25.00 (8,829,66) 4,282.94 36.23 (5,559.78 (15.86) (59,83) (75.69 384.40 85,40 469.80
Page 13
I Notes to statement of unaudited standalone financial results for the quarter and half year ended 30th September 2025: 1. 2 Tlre above unaudited standalone financial results have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 13 November, 2025, The statutory auditors of the Company have conducted limited review of these unaudited standalone financial results pursuant to regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended Tlrese unaudited standalone financials results have been prepared in accordance with Indian Accounting Standard (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) 3 Based on the “management approach” as defined in Ind AS 108 – Operating Segments, the Chief Operating Decision Maker ('CODM’) does the evaluation of the Holding Company’s performance at an overall level as one segment For and on behalf of the Board of Directors epgaN%\ ,IP4 Gunende; Kap/ur 'EOMana o.: 01927304 Place: Gurugram Date: 13 November, 2025
Page 14
Walker Chandiok &Co LLP Walker Chaadiak & Co LLP 21'i Floor, DLF Square Jacamnda Mary, DLF Phase II Gurugram – 122 002 india T +91 124 4628099 F +91 124 4628001 Independent Auditor’s Review Report on Standalone Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) To the Board of Directors of Vishal Mega Mart Limited (formerly known as Vishal Mega Mart Private Limited) 1 We have reviewed the accompanying statement of standalone unaudited financial results ('the Statement’) ofVishal Mega Mart Limited (formerly known as Vishal Mega Mart Private Limited) ('the Company’) for the quarter ended 30 September 2025 and the year to date results for the period 1 April 2025 to 30 September 2025, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations’). 2 The Statement, which is the responsibility of the Company’s management and approved by the Company’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34’), prescribed under section 133 of the Companies Act, 2013 ('the Act’), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the Listing Regulations. 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. 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 the Standards on Auditing specified under section 143(10) of the Act, 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. fIND$bIJI:I \eit ChaR8ted A8eouatanl$ Waiar Ch8ndiak & C::a JP is re$$ter8d with Hmi lod liability with ideNifk;a lion mnb© AAG2CB$ 8nd its regislead ofice et Lai Calruught CinJ s, New Debt lIQIDI, !ndia aNI as in &8ng8lutu, ahaDdig®h, CIt%nod, Gun#yom, Hyd@gb8d, KwiIi. Kolkaia. Mumbai. Ngw DegIi, Nt$da and PufB
Page 15
Walker Chandiok &Co LLP Independent Auditor’s Review Report on Standalone Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) 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 Ind AS 34, prescribed under section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No: 001076N/N500013 Neeraj Goel Partner Membership No. 99514 UDIN, 2'>angstq Buxk3c,logo Place: New Delhi Date: 13 November 2025 Chartered Accountants
Page 16
VISHAL MEGA MART LIMITED (Formerly known as Vishal Mega Mart Private Limited) Corporate & Regd. Office: 5th Floor, Platinum Tower, Plot No. 184 Udyog Vihar, Phase – 1, Gurugram, Haryana-122016, India. Phone: +91-124-4980000 Fax: +91-124-4980001 Email: secretarial@vishalwholesale.co.in, Website: www.aboutvishal.com CIN: L51909HR2018PLC073282 Annexure-B Appointment of Mr. Yogesh Yadav (DIN: 06788269) as an Additional Director under the category of ‘Independent Director’: Sl. No. Particulars Description 1 Reason for change viz. appointment, re- appointment, resignation, removal, death or otherwise; The Board of Directors of the Company has approved appointment of Mr. Yogesh Yadav (DIN: 06788269) as an Additional Director (Independent Director) of the Company, with effect from November 13, 2025 and further recommended his appointment as an Independent Director, not liable to retire by rotation, with effect from November 13, 2025, for a first term of 5 (five) consecutive years. 2 Date of appointment / re- appointment/cessation & term of appointment/ re- appointment November 13, 2025 (For a term of five years, not liable to retire by rotation) 3 Brief profile (in case of appointment) Mr. Yogesh Yadav is an accomplished business leader with nearly two decades of experience spanning retail, consumer goods, consulting and private equity. He currently serves as the Chief Executive Officer at Wellness Forever Medicare Limited, where he oversees the operations of 475+ stores across Maharashtra, Goa, Karnataka, and Madh ya Pradesh, driving growth, operational excellence, and customer -centric innovation in one of India’s leading wellness and pharmacy chains. In his previous role, Mr. Yadav was the Managing Director at Accenture Strategy – Consumer Goods & Retail, leading strategic transformation initiatives for leading global and Indian clients. His earlier experience includes his role as Principal – Operations at India Equity Partners, where he focused on driving operational improvements in a portfolio food services business and served as a board member. He also provided advisory assistance to the other portfolio companies including a freight & logistics compa ny and a dental chain. His prior experience encompasses a number of organizations including CRISIL, PwC, Accenture (during his 1 st stint with the organization) and Cairn India Limited. Mr. Yadav holds a Bachelor of Technology (B.Tech.) in Electrical Engineering from the Indian Institute of Technology (IIT), Delhi and a Post Graduate Diploma in Management (PGDM) from the Indian Institute of Management (IIM), Ahmedabad. 4 Disclosure of relationships between Directors (in case of appointment of a Director) He is not related to any of the Director of the Company.
Page 17
VISHAL MEGA MART LIMITED (Formerly known as Vishal Mega Mart Private Limited) Corporate & Regd. Office: 5th Floor, Platinum Tower, Plot No. 184 Udyog Vihar, Phase – 1, Gurugram, Haryana-122016, India. Phone: +91-124-4980000 Fax: +91-124-4980001 Email: secretarial@vishalwholesale.co.in, Website: www.aboutvishal.com CIN: L51909HR2018PLC073282 Annexure-C Appointment of Mr. Vageesh Gupta (DIN: 07837351) as an Additional Director under the category of ‘Non-Executive, Non-Independent Director’: Sl. No. Particulars Description 1 Reason for change viz. appointment, re-appointment resignation, removal, death or otherwise; The Board of Directors of the Company has approved appointment of Mr. Vageesh Gupta (DIN: 07837351) as an Additional Director (Non-Executive, Non - Independent Director), and further has recommended his appointment as Non -Executive, Non - Independent Director, liable to retire by rotation. 2 Date of appointment / re- appointment/cessation & term of appointment /re-appointment November 13, 2025 3 Brief profile (in case of appointment) Mr. Vageesh Gupta is the Head of Partners Group’s Mumbai office and a member of the firm’s Technology, Goods and Products, Health and Life, and Services Vertical Investment Committees in India. He brings over 18 years of industry experience. Prior to joini ng Partners Group, Mr. Gupta worked in the private equity industry with TA Associates and Sequoia Capital, and previously with McKinsey & Company as a consultant. Mr. Gupta holds a Bachelor of Arts (Honours) degree in Economics from St. Stephen’s College, University of Delhi, and a Master’s in Business Administration from INSEAD, France. 4 Disclosure of relationships between Directors (in case of appointment of a Director) He is not related to any of the Director of the Company.
Page 18
VISHAL MEGA MART LIMITED (Formerly known as Vishal Mega Mart Private Limited) Corporate & Regd. Office: 5th Floor, Platinum Tower, Plot No. 184 Udyog Vihar, Phase – 1, Gurugram, Haryana-122016, India. Phone: +91-124-4980000 Fax: +91-124-4980001 Email: secretarial@vishalwholesale.co.in, Website: www.aboutvishal.com CIN: L51909HR2018PLC073282 Annexure-D Appointment of Mr. Sambit Swain, as General Counsel and Senior Management Personnel : Sl. No. Particulars Description 1 Reason for change viz. appointment, re-appointment resignation, removal, death or otherwise; Appointment of Mr. Sambit Swain, as General Counsel and Senior Management Personnel of the Company. 2 Date of appointment / re - appointment/ cessation (as applicable) & term of appointment/ reappointment With effect from November 13, 2025 3 Brief profile (in case of appointment) Mr. Sambit Swain brings over 16 years of extensive and multifaceted experience in the legal domain, encompassing corporate law, litigation, regulatory, data privacy, and strategic advisory functions. He most recently served as Director (Legal) at Coca -Cola India, where he played a pivotal role in shaping the organization’s legal strategy and safeguarding its interests. Prior to Coca-Cola, he has been associated with Reckitt Benckiser India, Mc Kinsey & Company, HDFC Ltd and S.N. Gupta & Co. He holds an LL.M. degree from Jindal Global Law School and an LL.B. degree from Amity Law School (Guru Gobind Singh Indraprastha University). 4 Disclosure of relationships between Directors (in case of appointment of a Director) Not Applicable