The Directors present this Annual Report of V2 Retail Limited ("the Company") along with the audited financial statementsforthefinancialyear endedMarch31, 2024.

1. StateofCompanyAffairs

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 opportunitiesitcreates.

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 Rs. 1,164.73 Crores, and PAT/ (Loss)ofRs.27.29Croresonstandalonebasis.

In order to strengthen its market share, the Company have added 23 new stores and closed 09 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 thefunctionsoftheorganisation.

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 31^st March 2024, the company is having 117 (One Hundred and Seventeen) "V2" retail stores all over India and the total retail area covered stood to 12.54 Lakh Sq. Ft. During the year, the Company added 23 (Twenty-Three) and closed 09 (Nine) 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 31^st March 2024.

The Dividend Distribution Policy of the Company is available on the website of the Company at: https://www. v2retail.com/wp-content/uploads/2018/08/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

No 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 follows:

The equity share capital is Rs. 4000.00 Lakhs and preference share capital is Rs. 584.00 Lakhs as on March 31, 2024.

The paid - up share capital of the Company is Rs. 3,458.93 Lakhs as on March 31, 2024. During the year under review, Mr. Manshu Tandon (Chief Executive Officer) of the Company has been allotted 2,00,000 shares under the Employee Stock Option Scheme ("ESOP") by the company.

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 2023-24 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

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, 2024, 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, 2024.

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, 2024. 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 2023-24.

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 25.10.2019. Except this, your Company had no subsidiary and joint venture during the financial year 2023-24. Further, there are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

17. Consolidated Financial Statements

The Consolidated Profit and Loss Account for the period ended 31st March 2024, includes the Profit and Loss Account for the subsidiary for the complete financial year ended 31st March, 2024. The Board of Directors of the Company has, at its Meeting held on May 30, 2024, 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. Please refer (AOC-1) annexed to the financial statements in the 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

The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with respect to board meetings and general meetings respectively. The Company is in compliance with the same.

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 30th September 2022, for a period of 5 (Five) Years till the conclusion of the 26th 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 has performed physical verification of property, plant and equipment during the year ended 31 March 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 31 March 2024. Our opinion on the standalone financial results for the quarter and year ended March 31, 2024 is qualified in respect of this matter.

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.

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

25. Directors and Key Managerial Personnel

As of 31st March, 2024, 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:

Based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board, the members of the Company had approved the appointment of Mr. Akash Agarwal (DIN: 03194632) as the Whole Time Director of the Company for a period of 5 years commencing from August 12, 2023 to August 11, 2028 in the Annual General Meeting held on September 29, 2023.

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

In accordance with provisions of Section 152 of the Act read with Rules made there under, Mr. Akash Agarwal (DIN: 03194632), Whole Time Director is liable to retire by rotation at the 23rd Annual General Meeting "AGM" and being eligible, offers himself for reappointment.

The Board recommends the re-appointment of Mr. Akash Agarwal (DIN: 03194632) as Directors, for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of the ensuing AGM.

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:

As on the date of this report, 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

• Mr. Pratik Adukia, Chief Financial Officer

• Mr. Manshu Tandon, Chief Executive Officer

• Mr. Shivam Aggarwal, Company Secretary & Compliance Officer

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.v2retail.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.

Therecommendationsarisingfromtheevaluation 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 25, 2023, August 12, 2023, November 09, 2023, and February 10, 2024. 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, 2024, 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-VRL.pdf.

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 Listing 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 of the 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.