Share Wealth

The Board of Directors of your Company are pleased to present their Report, together with the Audited Financial Statements (Standalone & Consolidated) along with the Auditor's report thereon, for the Financial Year ended on March 31, 2024.

FINANCIAL HIGHLIGHTS

Your Company's performance during the financial year ended on March 31, 2024 along with previous year's figures is summarized below:

BUSINESS PROSPECTS & OUTLOOK

During the year, the Company's revenues (as per Consolidated Financials) increased from ^7586.04 crores to ^8,911.95 crores and the PAT grew from ^321.28 crores to ^461.93 crores in the current year.

DIVIDEND

The Board of Directors did not recommend any dividend for the financial year ended March 31, 2024. Hence, no amount was required to be transferred to Investor Education and Protection Fund for the year under review.

MAJOR EVENTS OCCURRED DURING THE YEARA. STATE OF COMPANY'S AFFAIRS

Information and data pertinent to proper appreciation of the state of affairs of the Company are mentioned below: -

B. CHANGE IN THE NATURE OF BUSINESS

The Company has changed its object clause vide Special Resolution passed in the Extraordinary General Meeting held on March 22, 2024.

The Company was previously engaged in the business of cash and carry wholesale / retail trading operations in India on its own or through any other company, joint venture or subsidiary company and to acquire and / or establish state of art cash and carry complexes for ail products, either food or non- food, manufactured or sourced from suppliers by the Company or on behalf of the Company in domestic and/ or foreign markets.

However, with effect from 22.03.2024, your company has amended its objects to undertake the business of manufacturing (including but not limited to contract manufacturing) various products including consumer durables, apparels, general merchandise (including but not limited to health & hygiene products, lifestyle products, insecticides, furniture & home furnishings, stationary, gyming & sports equipment, eyewear, leather products, toys, kitchen utensils & crockery), cosmetics, Electricals & electronics, footwear and fast moving consumer goods (both food and non-food), processing of Agricultural produce and all other such & similar products that the Company may deem proper to manufacture in line with the business requirements and consumer demand and sale of these manufactured products.

C. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURES

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

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

PERFORMANCE AND FINANCIAL POSITION OF THE SUBIDIARY COMPANY

(i) Vishal E Commerce Private Limited- The Company did not have any operation during the year under review.

(ii) Airplaza Retail Holdings Private Limited- The Company's revenue from operations increased from ^7528.37 crores to ^8824.31 crores during the year under review.

The details are disclosed in Form No. AOC-1, enclosed as Annexure to the Financial Statements.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds as contemplated under Section 125(2) of the Companies Act, 2013, lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

RESERVES

No amount has been transferred to any reserve during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits from public during the financial period under review.

DIRECTORS & KEY MANAGERIAL PERSONNEL i. BOARD OF DIRECTORS

As on March 31, 2024, the Board of the Company consist of the following seven (7) members:

However, as on the date of signing of this Report, the Composition of Board is as under:

ii. KEY MANAGERIAL PERSONNEL

During the year under review, there were no changes in the office of Key Managerial Personnel(s) of the Company.

However, after the closure of Financial Year, Ms. Richa Agarwal (ACS- 46725) has resigned from the position of Company Secretary of the Company w.e.f. April 23, 2024 and Mr. Rahul Luthra (FCS- 9588) has been appointed as Company Secretary of the Company w.e.f. April 24, 2024.

BOARD MEETINGS HELD DURING THE YEAR

During the year, 06 (Six) Meetings of the Board of Directors were convened and held in compliance with the provisions of the Companies Act, 2013. The details of the Board Meetings held during the Financial Year 2023-24 are given below:

During the year, your Directors approved agenda through circular resolution as well, based on the urgency of the matter. The proceedings of the Board Meetings were properly recorded and the signed Minutes Book has been maintained for the purpose.

The Company also conducted an Extraordinary General Meeting on March 22, 2024 and Annual General Meeting on September 15, 2023.

SHARE CAPITAL/DEBENTURES

Your Company had issued below Equity Shares having face value of ^10/- each, in the manner provided below:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees or investments made by the Company, under Section 186 of the Companies Act, 2013 are furnished in the Financial Statements of the Company.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of difference in valuation done at the time of One-time Settlement and the Valuation done while taking loan from Bank or Financial Institutions during the year under review.

DISCLOSURE IN RESPECT OF REMUNERATION OR COMMISSION RECEIVED FROM HOLDING/ SUBSIDIARY COMPANY:

During the period under review, the Directors of the Company have not received any remuneration or commission from the holding company or its subsidiary. Particulars of remuneration paid to the Managing Director is provided under notes to Financial Statements.

AUDITORSa) Statutory Auditors:

In terms of the provisions of Section 139 of Companies 2013, ('the Act'), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at the 2^nd Annual General Meeting (AGM), held on 20^th October 2020 had appointed M/s Walker Chandiok & Co LLP, Chartered Accountants (FRN 001076N/N500013), as the Statutory Auditors of the Company for a period of five consecutive years i.e. to hold office from the conclusion of second AGM till the conclusion of the seventh AGM of the Company.

b) Internal Auditors:

During the period under review, M/s Ernst & Young LLP has been appointed as an Internal Auditor of the Company in the Meeting of Board dated February 7, 2024. They carried out the Internal audit of the Company for the FY 2023-24 at periodic intervals and had duly issued internal audit report to the Board.

c) Secretarial Auditor:

M/s Chandrasekaran Associates, acted as the Secretarial Auditor of the Company for FY 2023-24 and the report of Secretarial Audit for FY 2023-24 forms part of this Annual Report which is marked as Annexure- A.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY (SECRETARIAL AUDITORS) IN THEIR REPORTS

Detailed below are the qualifications, reservations or adverse remarks made by the Auditors in their report:

Statutory Auditor's Remarks 1- Paragraph 3(vii)(a) of the Companies (Auditor's Report) Order, 2020 ('CARO') requires auditor to report on the following -

• Company's regularity in depositing undisputed statutory dues; and

• the aforesaid undisputed statutory dues outstanding for more than six months from the date they become payable

Response to Statutory Auditor's Remark 1- The delay was on account of following reasons:

a. Aadhaar linking error in Provident Fund Portal, linkages between Aadhaar and UAN, which could have been done by the employee only and not the employer;

b. ESIC site working intermittently during the delayed period;

c. Certain inputs for professional tax were delayed for submission by the Company; and

d. Migration of manual process to online process in Labour Welfare Fund led to delayed dues deposits.

Secretarial Auditor's Remark 1- The Company is in process of filing of Form DIR-12 for redesignation of Mr. Gunender Kapur from Managing Director and Chief Executive Officer to Director cum Vice Chairman of the Company, with effect from April 01, 2024.

Response to Secretarial Auditor's Remark 1- The Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. along with filing of forms with the Registrar of Companies. However, due to certain Internal Compliance Mechanism of the Organization, the Company has complied with above mentioned requirements as prescribed under the provision of Companies Act, 2013 on July 1, 2024 to the satisfaction of Auditors as well.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR'S UNDER SECTION 143 (12) OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3) (ca), no incident of fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As your Company is not a listed Company, therefore Section 197(12) of the Act is not applicable to the Company.

RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of Section 188(1) of the Companies Act, 2013, the Company has not entered into any transaction with its Related Parties which are not on arm's length basis and in the ordinary course of business. The details of Related Party Transactions are envisaged in Annexure- B in Form AOC-2.

RISK MANAGEMENT POLICY:

Pursuant to the requirements of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy covering the process of identifying, assessing, mitigating reporting and review of critical risks impacting the achievement of Company's objectives or threaten its existence, and determining the response strategy.

There are no risks at present which in the opinion of the Board threaten the existence of your Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has an effective internal financial control system, which are regularly assessed and strengthened with new/revised standard operating procedures and time bound action plans to improve efficiency at all levels.

During the year, no reportable weakness in the operations and accounting were observed. Adequate internal financial control with reference to its financial statements is thus ensured by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure-C, forming part of this report.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM:

During the year under review, the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 were not applicable

to the Company. However, the Board has constituted a committee of Audit Committee as a step towards good corporate governance practices, composition of which is provided below:

In addition, the Company has a Whistle Blower Policy/ Vigil Mechanism Policy to report genuine concerns or grievances about any unethical or unacceptable practice and any event of misconduct and to provide adequate safeguards against victimization of persons who may use such mechanism. Any complaint/ concern may be reported to at ethics@vishalwholesale.co.in.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 and Schedule VII of the Companies Act, 2013 read with rules made thereunder, the Board of Directors of your Company has constituted a CSR Committee, currently comprising of below Members:

The Company has also formulated and recommended a CSR policy, as recommended by CSR Committee and approved by the Board, in terms of Section 135 of the Companies Act, 2013 along with a list of projects / programmes to be undertaken for CSR spending in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended. The annual report on CSR Activities is annexed as Annexure - D to this Report.

NOMINATION AND REMUNERATION POLICY UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013:

The provisions of Section 178 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the Company. However, the Board has constituted a Nomination and Remuneration Committee ('NRC') as a step towards good corporate governance practices, composition of which is stated below:

DISCLOSURE ON SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators, Courts or Tribunals that would impact the going concern status of the Company and its future operations, therefore the disclosure under Rule 8 (5)(vii) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR

1. An application was filed by MA Sales Corporation as an Operational creditor to initiate Corporate Insolvency Resolution Process ("CIRP”) under Section 9 of IBC Act, 2016 read with Rule 5 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 in respect of non-clearance of pending invoices towards supply of units/goods to VMMPL. Total amount due (as per monthly invoices) towards the sale of units/goods as at July 05, 2021 against VMMPL was alleged to be INR 2,58,85,226.35/- (Rupees Two Crore Fifty-Eight Lakhs Eighty-Five Thousand Two Hundred Twenty-Six and Thirty-Five Paisa Only) including interest @18% per annum, amounting to INR 54,60,723.35/- (Rupees Fifty-Four Lakhs Sixty Thousand Seven Hundred Twenty-Three and Thirty-Five Paisa).

During the proceedings, the Company paid an amount of Rs. 2,04,24,503/- to MA Sales and filed another application u/r 11 of NCLT Rules for rejection of Application.

On May 09, 2024, Hon'ble NCLT Chandigarh dismissed the petition filed by MA Sales on the ground that the principle amount stands paid and CIRP can't be initiated on the interest component.

2. Search Pharma Pvt. Ltd. and Vishal Retail Limited ('VRL') entered into lease Agreement for the warehouse that after the transition of the business of VRL, TPG Wholesale Pvt. Ltd. ('TWPL') executed a fresh Lease Agreement dated 1st September, 2011 with the Lessor which was in effect till 31.07.2012. Even as per the fresh Lease Deed there was no liability on TWPL to pay the Service Tax. The fresh Lease Agreement was terminated by TWPL vide its termination notice dated 21.02.2012 and as per the Termination Notice the tenancy of the premises was to end on 31.03.2012. That after the expiry of the notice period both the parties executed a possession handover letter dated 31.03.2012 and it was clearly mentioned in the said letter that no amount whatsoever is outstanding against TWPL. Thereafter, Search Pharma sent a Legal Notice dated 13.01.2014 issued to both VRL and TWPL demanding the payment of Service Tax. The said Legal Notice was duly replied by TWPL vide letter dated 21.03.2014 refuting all the allegations levelled by Search Pharma. Claim/relief: demanding an amount of Rs. 23,09,667/- towards service tax along with an interest @ 18% per annum.

The petitioner sought further time to file an application as per IBC format and last opportunity was granted to him to do so within 3 weeks. Matter is now listed for 30.04.2024

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

Your Directors wish to inform the Members that the Company has complied with the provisions relating to the constitution of Internal Complaints Committee and other applicable provisions under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS:

Ms. Neha Bansal, being the Independent Director of the Company has submitted declarations at the beginning of the FY 2024-25 pursuant to Section 149(7) of the Companies Act, 2013 that she meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder. There has been no change in the circumstances affecting her status as independent director of the Company.

DISCLOSURE AS TO MAINTANENCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:

The provisions of Section 148 of the Companies Act, 2013 pertaining to maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, are not applicable to the Company.

ESOP:

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company objectives, and promoting their increased participation in the growth of the Company. ESOP disclosure is annexed herewith as Annexure- E.

ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The provisions of Section 178(1) relating to formal annual evaluation made by the Board of its own performance and that of its Committees and individual Directors was not applicable to the Company during the year under review.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation and gratitude to the various offices of Central and State Government, the Registrar of Companies, Bankers, Employees and Franchise Business Partners who had given utmost co-operation and full devotion towards the company.