The Directors present this Annual Report of V2 Retail Limited
("the Company") along with the audited financial statements for
the financial year ended March 31,2025.

1. State of Company Affairs

V2 Retail Limited is part of the Retail Industry which
continues to be one of the biggest and long-term
sustainable business opportunities that our country
offers. Indian Retail Industry has emerged as one of
the most dynamic and fast-paced industries due to the
opportunities it creates.

The operating environment during the year continued
to be challenging for retail industry, however despite
the challenging environment, your Company was able to
post decent performance. During the year your Company
reported total revenue of H 1,884.50 Crores, and PAT/
(Loss) of H 70.90 Crores on standalone basis.

In order to strengthen its market share, the Company
have added 74 new stores and closed 02 stores during
the year and also taken steps to improve the supply
chain network. Besides, efficiency improvement and cost
optimisation have been followed vigorously across all the
functions of the organisation.

Financial Results

The operating results of the Company for the year under review are as follows:

2. Operations Review

The Company continued with its strategy to establish
"V2" brand of Retail stores across north, east, south and
central part of India during the year. It is one of the fastest
growing retail Company in India and enjoys strong brand
equity from customers across segments.

As on March 31, 2025, the company is having 189 (One
Hundred Eighty-Nine) "V2" retail stores all over India and

the total retail area covered stood to 20.27 Lakh Sq. Ft.
During the year, the Company added 74 (Seventy-Four)
and closed 02 (Two) stores.

During the year under review, the Company continued to
focus on enhancing the capability of the organization and
towards the achievement of this goal, the Company has
been taking a number of initiatives.

3. Dividend

Considering the industry outlook & financial position of the
Company, your directors do not propose to declare any
dividend for the financial year ended on March 31,2025.

The Dividend Distribution Policy of the Company is
available on the website of the Company at: https://www.
v2retail.com/wp-content/uploads/201 8/08/DIVIDEND-
DISTRIBUTION-POLICY-1.pdf.

4. Transfer to Reserve

Your directors do not propose to transfer any amount to
the general reserve.

5. Material changes and commitments

After the closure of the financial year ended on March 31,
2025 Mr. Manshu Tandon, CEO of the Company resigned
from the post w.e.f. April 28, 2025 and Mr. Akash Agarwal
has been redesignated as the Whole time Director & CEO
of the Company w.e.f. May 27, 2025. The Board places
on record its sincere appreciation for his significant
contributions to the growth and transformation of the
Company during his tenure. No other material changes
and commitments have occurred from the date of close of
the financial year till the date of this Report, which might
affect the financial position of the Company.

6. Share Capital

The authorized share capital of the Company has been
divided as follow:

Equity Share Capital is 4000.00 Lakhs & Preference Share
Capital is 584.00 Lakhs as on March 31, 2025. The paid
- up equity share capital of the Company is H 3,458.93
Lakhs as on March 31,2025.

7. Transfer to Investor Education and
Protection Fund

Pursuant to the provisions of Section 125 of the
Companies Act, 2013, your Company was not required
to transfer any amount during the year 2024-25 to the
Investor Education and Protection Fund.

8. Details of significant and material orders
passed by regulators/courts/tribunals

During the year under review there was no instance of any
material order passed by any regulators/courts/tribunals
impacting the going concern status of the Company.

9. Employee Stock Option Scheme

Grant of share-based benefits to employees is a
mechanism to align the interest of the employees
with those of the Company, to provide them with an
opportunity to share the growth of the Company and also
to foster long-term commitment.

The Company has implemented a V2R-Employee Stock
Option Scheme 2016 ('ESOP 2016'), which was approved
by the members at the Annual General Meeting held on
September 30, 2016. Your directors have approved grant
of options to the eligible employees of the Company
under the scheme 'V2R-Employee Stock Option Scheme
2016' ('ESOP 2016').

The information required to be disclosed under SEBI
(Share Based Employee Benefits & Sweat Equity)
Regulations, 2021 as on March 31, 2025, are as follows
and respective disclosures are displayed on the website
of the company i.e. www.v2retail.com.

None of options has granted during the year ended
March 31,2025.

10. Bonus Issue

Company has not allotted/transferred or issued any
bonus shares during the year.

11. Change in the nature of the Business, if any

There was no change in the nature of business of the
Company during the financial year ended March 31,2025.
However, Company is planning to broaden its operations
by adding new retail stores for strengthening existence
and to reach amongst the larger consumer base to
enhance its turnover and operating revenue.

12. Internal Control systems and their adequacy

Your Company has in place, an adequate system of internal
controls commensurate with its size, requirements and
the nature of operations. Your Company has implemented
robust processes to ensure that all IFCs are effectively
working. These systems are designed keeping in view
the nature of activities carried out at each location and
various business operations.

Your Company's in-house internal audit department
carries out internal audits at all stores locations, offices
and warehouse / distribution centre across all locations
of the country. Their objective is to assess the existence,
adequacy and operation of financial and operating
controls set up by the Company and to ensure compliance
with the Companies Act, 2013, SEBI (Listing Obligations &
Disclosures Requirements) Regulations, 2015 (SEBI Listing
Regulations, 2015) and corporate policies.

Board of Directors of the company has appointed M/s
SMAM & CO., Chartered Accountants (FRN:028845C)
as the Internal Auditor of the Company to conduct the
Internal Audit Functions for Financial Year 2024-25.

A summary of all significant findings by the audit
department along with the follow-up actions undertaken
thereafter is placed before the Audit Committee for review.

The Audit Committee reviews the comprehensiveness
and effectiveness of the report and provides valuable
suggestions and keeps the Board of Directors informed
about its major observations, from time to time.

13. Internal Financial Controls

The Company has in place adequate financial controls
commensurate with its size, scale and complexity of
its operations. The Company has in place policies and
procedures required to properly and efficiently conduct
its business, safeguard its assets, detect frauds and errors,
maintain accuracy and completeness of accounting
records and prepare financial records in a timely and
reliable manner.

14. Segment Reporting

The Board wishes to inform you that Segment Reporting is
not applicable to the Company.

15. Cash Flow Analysis

The Cash Flow Statement for the year, under reference in
terms of Regulation 36 of SEBI (LODR) Regulations, 2015
is annexed with the Annual Accounts of the Company.

16. Subsidiary Companies, Joint Ventures and
Associate Companies

Your Company has a wholly owned subsidiary Company
named as M/s V2 Smart Manufacturing Private Limited
which was incorporated on October 25, 2019. A report
on the performance and financial position of V2 Smart
Manufacturing Private Limited for the Financial Year
ended March 31, 2025 is set out in Form AOC-1 as per
the Companies Act, 2013 and annexed herewith as
Annexure I to this Report.

The annual financial statements of the subsidiaries shall
also be made available to the Members of the Company/
Subsidiary Companies seeking such information at any
point of time. The annual Financial Statements of the
subsidiaries are available on the Company's website at
https://v2retail.com. The Company has formulated a
policy for determining material subsidiaries. The said
policy is also available on the Company's website at:
https://v2retail.com/wp-content/uploads/2025/05/Policy-
for-Determining-Material-Subsidiaries.pdf.

During the year under review, no Company has become
or ceased to be a subsidiary, joint venture or associate
of the Company.

17. Consolidated Financial Statements

The Consolidated Profit and Loss Account for the period
ended March 31, 2025, includes the Profit and Loss
Account for the subsidiary for the complete financial
year ended March 31, 2025. The Board of Directors of
the Company has, at its Meeting held on May 27, 2025,
given consent for not attaching the Balance Sheets of the
subsidiaries concerned.

The Consolidated Financial Statements of the Company
including its subsidiaries duly audited by the statutory
auditors are presented in the Annual Report. The
Consolidated Financial Statements have been prepared
in strict compliance with applicable Accounting Standards
and where applicable, the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
prescribed by the Securities and Exchange Board of
India. A report on performance and financial position of
the subsidiary companies included in the Consolidated
Financial Statement is presented in a separate section in
this Annual Report.

18. Deposits

During the year under review, the Company has not
accepted any deposits covered under Chapter V of
the Companies Act, 2013 read with The Companies
(Acceptance of Deposits) Rules, 2014.

19. Secretarial Standards of ICSI

During the year under review, the Company has complied
with all the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India and approved by
the Central Government pursuant to Section 118 of the
Companies Act, 2013.

20. Auditors and Auditors' Report
Statutory audit

Your Company's Auditors, M/s. Singhi & Co., Chartered
Accountants, (Firm Registration No. 302049E), were
appointed as the Statutory Auditors of the Company from
the conclusion of 21^st Annual General Meeting of the
Company held on September 30, 2022, for a period of 5
(Five) Years till the conclusion of the 26^th Annual General
Meeting of the Company.

The Auditors have put certain qualifications in their report
to which the management has put forward the following
below mentioned replies;

Qualification and response to Auditor's Report:

As described in standalone financial statements, the
Company had performed physical verification of property,
plant and equipment during the year ended March
31, 2023 in accordance with the phased program of
conducting such verification over a period of 3 years.
However, the Company is in process of performing
related reconciliation of such physical verification with
the underlying fixed asset register maintained by the
Company. Pending completion of the said reconciliation,
we are unable to comment on any adjustment that may
be required to the carrying value of such Property, Plant
and Equipment as at March 31, 2025. Our opinion on
the standalone financial results for the quarter and year
ended March 31,2025 is qualified in respect of this matter.

Management Response: The Company had performed
physical verification of property, plant and equipment
during the year ended March 31,2023 in accordance with
the phased program of conducting such verification over
a period of 3 years. However, the Company is in process
of performing related reconciliation of such physical
verification with the underlying fixed asset register
maintained by the Company. However, the management
does not foresee resultant treatment to be material in the
financial statement.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies
Act 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Don Banthia & Associates,
Company Secretaries, having its office in Jaipur, Rajasthan,
as its secretarial auditor to undertake the secretarial audit
for FY 2024-25. The Secretarial Audit Report is certified
by the Secretarial Auditors, in the specified form MR-3
is annexed herewith and forms part of this report and
enclosed as Annexure II. The Secretarial Auditors have
confirmed that your Company has complied with the
applicable laws and that there are adequate systems
and processes in your Company commensurate with
its size and scale of operations to monitor and ensure
compliance with the applicable laws. The secretarial audit
report does not contain any qualifications, reservations or
adverse remarks.

21. Frauds reported by auditor under section
143 (12) other than those which are
reportable to the Central Government

There are no such frauds reported by auditor, which are
committed against the Company by officers or employees
of the Company.

22. Conservation energy, technology and
foreign exchange outgo

The particulars of conservation of energy, technology
absorption and foreign exchange earnings and outgo in
accordance with the provisions of Section 134(3) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts of Companies) Rules, 2014, is annexed
herewith and forms part of this Report and enclosed
as Annexure III.

23. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on March 31, 2025 is
available on the Company's website at www.vhretail.com.

24. Corporate social responsibility

Corporate social responsibility forms an integral part of
your Company's business activities. Your Company is a
responsible corporate citizen, supporting activities which
benefit the society as a whole. In compliance with Section
135 of the Companies Act, 2013 read with Companies
(Corporate social Responsibility Policy) Rules, 2014, the
Company has adopted a CSR policy which is available at
www.v2retail.com.

Your Company has in place the CSR Committee,
which performs the functions as mandated under the
Companies Act, 2013 and the Rules framed thereunder.
The composition of the CSR Committee is detailed in the
Corporate Governance Report.

The annual report on CSR activities pursuant to Rule 8 of
Companies (Corporate Social Responsibility Policy) Rules,
2014 is provided in Annexure - IV to this report.

25. Directors and Key Managerial Personnel

As of March 31, 2025, your Company's Board had six
members comprising of three Executive Directors and
three Independent Directors including Woman Director.
The details of Board and Committee composition,
tenure of directors, and other details are available in the
Corporate Governance Report, which forms part of this
Annual Report. In terms of the requirement of the Listing
Regulations, the Board has identified core skills, expertise,
and competencies of the Directors in the context of your
Company's business for effective functioning. The key
skills, expertise and core competencies of the Board of
Directors are detailed in Corporate Governance Report,
which forms part of this Annual Report.

During the year under review, following changes
took place in the Directorships:

Re-appointment of Director(s)retiring by rotation:

During the year under review, the members of the
Company had approved the re-appointment of Mr. Akash
Agarwal (DIN: 03194632) as the Whole Time Director of
the Company in the 23^rd Annual General Meeting ("AGM")
held on September 27, 2024, who was due to retire by
rotation at the said AGM and being eligible, had offered
himself for re-appointment.

Declaration from Independent Directors:

Your Company has received declarations from all the
Independent Directors confirming that they meet the
criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1 )(b) of the SEBI
Listing Regulations and there has been no change in
the circumstances which may affect their status as an
Independent Director. The Independent Directors have
also given declaration of compliance with Rules 6(1) and
6(2) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, with respect to their name
appearing in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company is disqualified for
being appointed as Director, as specified in Section 164(2) of
the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel:

During the year under review, Mr. Sudhir Kumar resigned
from the post of Company Secretary & Compliance Officer
of the Company w.e.f. April 09, 2024. Mr. Shivam Aggarwal,
was appointed as Company Secretary & Compliance
Officer of the Company w.e.f. May 30, 2024.

As on March 31, 2025, the following are Key Managerial
Personnel ("KMPs") of your Company as per Sections 2(51)
and 203 of the Act:

• Mr. Ram Chandra Agarwal, Chairman &
Managing Director

• Mrs. Uma Agarwal, Whole-time Director

• Mr. Akash Agarwal, Whole-time Director & CEO

• Mr. Pratik Adukia, Chief Financial Officer

• Mr. Manshu Tandon, Chief Executive Officer*

• Mr. Shivam Aggarwal, Company Secretary &
Compliance Officer

*Mr. Akash Agarwal has been redesignated as the Whole time Director
& CEO of the Company w.e.f. May 27, 2025.

**Mr. Manshu Tandon has been resigned from the post of CEO of the
Company w.e.f. April 28, 2025.

26. Board Familiarization and Training Programme

Prior to the appointment of an Independent Director, the
Company sends a formal invitation along with a detailed
note on the profile of the Company, the Board structure
and other relevant information. At the time of appointment
of the Director, a formal letter of appointment which
inter-alia explains the role, functions, and responsibilities
expected of him/her as a Director of the Company is
given. The Director is also explained in detail about the
various compliances required from him/ her as a director
under the various provisions of the Companies Act 2013,
SEBI Listing Regulations, 2015, SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Code of Conduct of the
Company and other relevant regulations.

A Director, upon appointment, is formally inducted to the
Board. In order to familiarise the Independent Directors
about the various business drivers, they are updated
through presentations at Board Meetings about the
performance and Financials of the Company. They are
also provided presentations/booklets about the business
and operations of the Company.

The Directors are also updated on the changes in relevant
corporate laws relating to their roles and responsibilities
as Directors. The details of the Board familiarization
programme for the Independent Directors can be
accessed at www.v7retail.com.

27. Performance evaluation

The Board adopted a formal mechanism for evaluating its
performance and as well as that of its committees and
individual Directors, including the Chairman of the Board.

A detailed Board effectiveness assessment questionnaire
was developed based on the criteria and framework adopted
by the Board. The results of the evaluation confirmed a high
level of commitment and engagement of the Board, its
various Committees and the senior leadership.

The recommendations arising from the evaluation process
were discussed at the Independent Directors' meeting,
the Nomination and Remuneration Committee meeting
and the Board meeting. The same were considered by
the Board with a view to optimize the effectiveness and
functioning of the Board and its Committees.

28. Number of meetings of the Board

During the year under review, the Board of Directors held 4
(four) meetings on May 30, 2024, July 30, 2024, October 24,
2024, and January 23, 2025. The details of Board Meetings
held and attendance of Directors are provided in the Report
on Corporate Governance forming part of this report.

29. Separate meeting of Independent Directors

Details of the separate meeting of the Independent
Directors held and attendance of Independent Directors
therein are provided in the Report on Corporate
Governance forming part of this report.

30. Committees of the Board

As required under the Act and the SEBI Listing Regulations,
your Company has constituted various statutory
committees. As on March 31, 2025, the Board has
constituted the following committees/ sub-committees.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• ESOP Committee

Details of all the above Committees along with composition
and meetings held during the year under review are
provided in the Report on Corporate Governance forming
part of this report.

31. Whistle-blower policy/ vigil mechanism

Your Company believes in the conduct of the affairs of its
constituents in a fair and transparent manner by adopting
the highest standards of professionalism, honesty,
integrity and ethical behaviour.

Pursuant to Section 177(9) of the Act, a vigil mechanism was
established for directors and employees to report to the
management instances of unethical behaviour, actual or
suspected, fraud or violation of the Company's code of conduct
or ethics policy. The Vigil Mechanism provides a mechanism
for employees of the Company to approach the Chief Ethics
Counsellor / Chairman of the Audit Committee of Directors
of the Company for redressal. No person has been denied
access to the Chairman of the Audit Committee of Directors.

The policy on vigil mechanism may be accessed on the
Company's website at https://www.v2retail.com/wp-
content/uploads/2018/08/Vigil-Mechanism-and-Whistle-
Blower-Policy-1.pdf.

32. Remuneration policy

The remuneration policy of the Company aims to attract,
retain and motivate qualified people at the executive and
at the board levels. The remuneration policy seeks to
employ people who not only fulfil the eligibility criteria but
also have the attributes needed to fit into the corporate
culture of the Company. The remuneration policy also
seeks to provide well-balanced and performance related
compensation packages, taking into account shareholder
interests, industry standards and relevant regulations.

The remuneration policy ensures that the remuneration
to the directors, key managerial personnel and the senior
management involves a balance between fixed and
incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and
its goals. The remuneration policy is consistent with the
'pay-for-performance' principle. The Company's policy on
remuneration and appointment of Board members as
mentioned in the Remuneration Policy has been disclosed
at the company's website at https://www.v2retail.com/wp-
content/uploads/2018/08/Remuneration Policy-VRI.pdf.

33. Related party transactions

All related party transactions entered into by the Company
during the financial year were at arm's length. During
the year the Audit Committee had granted an omnibus
approval for transactions which were repetitive in nature
for one financial year and all such omnibus approvals
were reviewed by the Audit Committee on a quarterly
basis. Material contracts or arrangements with related
parties were entered into during the year under review.
All related party transactions were placed in the meetings
of Audit Committee and the Board of Directors for the
necessary review and approval.

Your Company's policy on related party transactions,
as approved by the Board, can be accessed at https://
v2retail.com/wp-content/uploads/2025/05/Policy-on-
Related-Party-Transactions.pdf .

Accordingly, the disclosure of Related Party Transactions
as required under Section 134(3)(h) of the Companies
Act, 2013, in Form AOC-2 is appended as Annexure V
to this report.

34. Particulars of loans, guarantees and
investments under Section 186 of the
Companies Act, 2013

The particulars of loans, guarantees and investments as
per Section 186 of the Act by the Company, have been
disclosed in the financial statements.

35. Particulars of employees and managerial
remuneration

The statement of disclosure of Remuneration under
Section 197(12) of the Act read with the Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ('Rules') is appended
as Annexure VI to this Report.

The information as per the provisions of Section 197(12)
of the Act read with Rule 5(2) and 5(3) of the Rules is
provided in a separate annexure forming part of this
Report. However, the Annual Report is being sent to the
Members of the Company excluding the said annexure.
In terms of Section 136 of the Act, the said annexure
is open for inspection at the Registered Office as well
as Corporate Office of your Company. Any Member
interested in obtaining a copy of the said statement may
write to the Company Secretary of the Company.

36. Management discussion and analysis and
Corporate Governance Report

As per Regulation 34(3) read with schedule V of the
SEBI Listing Regulations 2015, Management Discussion
Analysis, Corporate Governance Practices followed
by your Company, together with a certificate from the
Company Secretary in Practice confirming compliance of
conditions of Corporate Governance are an integral part
of this report.

37. Risk Management system

The Company has developed and implemented a risk
management policy which is periodically reviewed by the
management. In accordance with Regulation 21 of SEBI
Iisting Regulations, 2015, the enterprise risk management
policy of the Company, which has been duly approved
by the Board, is reviewed by the Audit Committee and
the Board on a periodic basis. The risk management
process encompasses practices relating to identification,
assessment, monitoring and mitigation of various risks to
key business objectives. Besides exploiting the business
opportunities, the risk management process seeks to
minimise adverse impacts of risk to key business objectives.

38. Prevention of sexual harassment at
workplace

Your Company is committed to provide a work
environment which ensures that every woman employee
is treated with dignity, respect and equality. There is
zero-tolerance towards sexual harassment and any act of
sexual harassment invites serious disciplinary action.

The Company has established a policy against sexual
harassment for its employees. The policy allows every
employee to freely report any such act and prompt
action will be taken thereon. The policy lays down severe
punishment for any such act. Further, your directors state
that during the year under review, there were no cases
of sexual harassment reported to the Company pursuant
to the sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

39. Industrial Relations

The Company maintained healthy, cordial and harmonious
industrial relations at all levels. The enthusiasm and unstinting
efforts of Employees have enabled the Company to remain
at the leadership position in the industry. It has taken various
steps to improve productivity across organization.

The Board also takes this opportunity to express its deep
gratitude for the continued co-operation and support
received from its valued shareholders.

40. General

Your directors state that no disclosure or reporting
is required in respect of the following items as there
were no transactions on these items during the year
under review: -

a) Issue of the equity shares with differential rights as
to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to
Directors or employees except allotment of shares
to respective employees pursuant to ESOP Scheme
of the Company.

c) Purchase of or subscription for shares in the Company
by the employees of the Company except ESOP.

d) The Company has a material wholly owned
subsidiary, and the policy on material subsidiary is
uploaded on the website of the Company.

e) Managing Director and Whole Time Directors of
the Company does not receive any remuneration
or commission from the Subsidiary Company of
the Company and there is no holding Company
of your Company.

f) Application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016.

41. Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act,
the Board, to the best of their knowledge and based

on the information and explanations received from the
management of your Company, confirm that:

a) in the preparation ofthe Annual Financial Statements,
the applicable accounting standards have been
followed and there are no material departures;

b) they have selected such accounting policies and
applied them consistently and judgements 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
profit of the Company for that period;

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

d) the annual financial statements have been prepared
on a going concern basis;

e) they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
operating effectively;

f) proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

42. Acknowledgements

Your directors would like to acknowledge and
place on record their sincere appreciation of all
stakeholders - shareholders, bankers, dealers, vendors
and other business partners for the excellent support
received from them during the year under review. Your
directors recognise and appreciate the efforts and hard
work of all the employees of the Company and their
continued contribution to its progress.

For and on behalf of the Board

Ram Chandra Agarwal

Chairman and Managing Director
DIN: 00491885

Date: July 30, 2025

Place: Gurugram