Vishal Mega Mart Ltd

AGM notice and annual report access

• 8th AGM scheduled for Sep 18, 2026 at 12:00 IST via VC/OAVM.
• Annual Report 2025-26 accessible online; web-link and path provided in notice.
• Unregistered email holders receive the access link for the Annual Report.
• KYC/PAN updates requested for physical holders; update via RTA.

Subject & Assurance

• BRSR for FY2025-26 filed; independent reasonable assurance by Grant Thornton Bharat LLP.

Scope of Report

• Scope includes Vishal Mega Mart Limited and its subsidiary Airplaza Retail Holdings Private Limited.

Key GHG Metrics

• GHG: Scope 1 24k, Scope 2 117k, total 141k tCO2e.

Energy & Renewables

• Total energy 734,083 GJ; renewables 1,505 GJ; non-renewables 732,578 GJ.

Water & Waste

• Water withdrawal 148,627 kL; third-party 23,104 kL; other sources 125,523 kL; intensity 1.2e-6 kL/INR.

CSR & Governance

• CSR turnover ₹12,906 crore; CSR committee oversight.

Governance & Diversity

• Board: 8 directors; female representation 25%; KMP female 0.

Policies & Compliance

• Anti-corruption policy exists; linked from Vishal site.

Supply Chain & ESG Focus

• 85% of purchases from MSMEs; 100% from India.

Assurance Scope

• Assurance covers identified sustainability information; excludes prior period data.

Financial highlights

• Consolidated revenue from operations: ₹1,29,063 million for FY2025-26.
• Consolidated PAT: ₹8,392.27 million in FY2025-26.
• Operating EBITDA (pre-INDAS116/ESOP): ₹13,211 million; margin 10.2%.
• SSSG: 11.0% YoY growth in FY2025-26.
• Own-brand revenue share: 74.1% of total revenue.
• Net cash from operating activities: ₹16,213 million.
• IPO proceeds in FY2024-25: ₹80,000 million; listed on BSE/NSE.
• Dividend declared for FY2025-26: none.

Operational footprint

• Pan-India network reached 795 stores across 535 cities as of March 31, 2026.
• Total retail space: 13.45 million sq ft; 74.1% of revenue from own brands.
• Same-store sales growth leading to sustained profitability.
• Central distribution center: ~0.7 million sq ft fully automated in North India.
• Hyperlocal expansion: 745 stores enabling rapid delivery; 169 million loyalty customers.
• Delivery options include 2-hour express and store pickup.

Capital structure & governance

• IPO raised ₹80,000 million; listed on BSE/NSE in Dec 2024.
• Equity capital after ESOPs: ₹46,731.18 million; shares: 4,673,117,806.
• No external borrowings; net cash position as of FY26.
• Foreign ownership cap proposed at 49.99% to maintain IOCC status.
• Board size: 8 directors; includes 3 Independent Women Directors.

ESG and sustainability (BRSR)

• Energy: total 7,34,083 GJ; renewables 1,505 GJ; intensity 0.0000057 GJ/INR.
• Water: withdrawal 1,48,627 kL; intensity 0.0000012 kL/INR.
• GHG: Scope 1 24,051 t; Scope 2 117,353 t; total 141,404 t CO2e; intensity 0.0000011 t/INR.
• Waste: total 16,280 MT; plastics 3,281 MT; e-waste 7 MT; batteries 7 MT.
• CSR spend: ₹20.00 million; unspent ₹72.46 million; CSR Trust ongoing.
• Renewable energy: rooftop solar across Telangana and Karnataka facilities.
• Data privacy: 0 customer data breaches reported.

People and compensation

• MD & CEO remuneration (FY2025-26): ₹17,48,95,634; fixed ₹6,29,69,500; up to 200% annual bonus.
• ESOPs: 56,237,667 options outstanding as of 31 Mar 2026; 4,525,000 granted in 2025-26.
• Grant prices range ₹10-₹138; vesting over 5 years; exit/ liquidity provisions.
• Independent directors: Neha Bansal reappointed for 2nd term (2026-27); Sanjeev Aga continuation beyond 75.
• Average salary increment across employees: managerial remuneration higher than average staff growth.

Audit, governance, and risk

• Statutory auditors: Walker Chandiok & Co LLP; Internal auditors: EY; Secretarial: Chandrasekaran Associates.
• Auditors issued unmodified opinion; no material weaknesses; EEOC compliance maintained.
• Regulatory changes: cap on foreign ownership to maintain IOCC status; special resolution planned.
• Board and committees composition disclosed; independent director meetings held; governance framework robust.

Key market risks and outlook

• IOCC-cap proposal aims to avert FOCC status with regulatory certainty.
• Retail sector in India projected to grow around 9% CAGR 2023-2028; organised retail expanding.
• Concentration risk mitigated by pan-India store network and diversified product mix.
• ESG focus and CSR governance strengthen long-term stakeholder value.

Capital / Securities

• Grant of 4,68,00,000 stock options under Vishal Mega Mart ESOP Plan 2019.
• Exercise price Rs 102.60 per option.
• Options cover 4,68,00,000 equity shares of Rs 10 each.
• Exercise period is ten years from grant date.
• Scheme complies with SEBI SBEB Regulations 2021.
• Vesting is not applicable for this grant.

Re-appointment of Founder, MD & CEO

• Board approves 5-year re-appointment of Gunender Kapur as Founder, MD & CEO from 01-Sep-2026 to 31-Aug-2031.
• Subject to shareholders' approval.
• Not debarred from holding office by SEBI or any other authority.

Litigation update

• Commercial Court order against Airplaza Retail Holdings Private Limited subsidiary for eviction and rent recovery.
• Decree requires payment of Rs 2,68,31,676 towards contractual rent and GST (April 2020–Dec 18, 2020).
• Court also directs vacating the entire suit property, including parking, within two months.
• Mesne profits claimed at Rs 2,00,000 per day from 19 Dec 2020 until possession recovered.
• Subsidiary is reviewing the order and intends to file an appeal.
• Order date: 17 August 2026.

Regulatory penalty – Moradabad

• ADM Moradabad on Aug 12, 2026 imposed Rs 1,00,000 penalty.
• Penalty arises from April 11, 2025 food safety inspection at the Moradabad store.
• Penalty to be recovered from the manufacturer; subsidiary reviewing order and planning appeal.
• There is no material impact on operations.
• Penalty imposed on Store Manager under the order.