Auditor Report of Vishal Mega Mart Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone
financial statements of Vishal Mega Mart Limited
(formerly known as Vishal Mega Mart Private Limited)
(''the Company''), which comprise the Standalone
Balance Sheet as at 31 March 2025, the Standalone
Statement of Profit and Loss (including Other
Comprehensive Loss), the Standalone Statement of
Cash Flow and the Standalone Statement of Changes
in Equity for the year then ended, and notes to the
standalone financial statements, including material
accounting policy information and other explanatory
information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (''the Act'') in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
(''Ind AS'') specified under section 133 of the Act read
with the Companies (Indian Accounting Standards)
Rules, 2015 and other accounting principles generally
accepted in India, of the state of affairs of the Company
as at 31 March 2025, and its profit (including other

comprehensive loss), its cash flows and the changes
in equity for the year ended on that date.

3. We conducted our audit in accordance with the
Standards on Auditing specified under section 143(10)
of the Act. Our responsibilities under those standards
are further described in the Auditor''s Responsibilities
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of
India (''ICAI'') together with the ethical requirements
that are relevant to our audit of the standalone
financial statements under the provisions of the Act
and the rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matters	How our audit addressed the key audit matters
Impairment assessment of Goodwill
Refer note 2(k) for the material accounting policy information and note 4 of the accompanying standalone financial statements for the related disclosures of Goodwill and its impairment assessment. As at 31 March 2025, the Company is carrying Goodwill amounting to ? 36,142.28 millions in the standalone financial statements, which represents 46% of the total assets of the Company. The management has identified "contract manufacturing and wholesale and retail trading" as a cash generating unit (CGU) and entire Goodwill has been allocated to this CGU. In accordance with Ind AS 36, "Impairment of Assets" (''Ind AS 36''), the Company performs annual impairment assessment of Goodwill by comparing the carrying amount of the CGU, including the goodwill, with the recoverable amount of the CGU, which is higher of its value in use and fair value less costs of disposal.	Our audit procedures in relation to impairment assessment of goodwill included, but were not limited to, the following: • Obtained an understanding of management''s process for identification of CGU and impairment assessment of goodwill and assessed the appropriateness of the Company''s accounting policies relating to impairment of non-financial assets in accordance with Ind AS 36; • Evaluated the design and tested the operating effectiveness of key controls over the impairment assessment process; • Obtained management''s external valuation expert''s report for determining recoverable amount of CGU and assessed the objectivity, professional competency and independence of the management expert;

Key audit matters	How our audit addressed the key audit matters
The management''s assessment of the recoverable amount of CGU involves significant management judgement and estimation such as forecasting future cash flow projections, expected growth rates and discount rate which are affected by management''s future market expectations and economic conditions. Considering the significance of the amounts involved and high estimation uncertainty and significant management judgment involved in determining recoverable amount, the impairment assessment of goodwill is considered as a key audit matter for the current year audit.	• Involved auditor''s expert to assist in evaluating appropriateness of valuation methodology and reasonableness of the assumptions used by the management''s expert to calculate the recoverable value of the CGU; • Traced the cash flow projections used in the impairment assessment with approved business plans; • Assessed the reasonableness of the assumptions used in the valuation model based on historical trends, current developments, and future plans; • Assessed the robustness of the cashflow projections by comparing projections for previous year with actual results for such years to understand significant variance, if any; • Tested the arithmetical accuracy of valuation model and performed sensitivity analysis on the key assumptions such as expected growth rates and discount rate to evaluate the possible variation on the current recoverable amount to ascertain the sufficiency of headroom available; and • Assessed the appropriateness and adequacy of the disclosures made in the standalone financial statements in accordance with the requirements of applicable accounting standards.
Valuation of Employee Stock Options Plan (ESOP)
Refer note 2(p) to the material accounting policy information and note 26 of the accompanying standalone financial statements for the related disclosures of ESOP The management of the Company has framed various ESOP schemes such as time linked and non-market performance linked, under which remuneration is paid to the employees for services received in the form of equity-settled share- based payment transactions. In accordance with the principles of Ind AS 102, "Share Based Payments" (''Ind AS 102''), the fair value of the aforesaid employee stock options determined as at the grant date is recognised as employee compensation cost over the vesting period of such options.	Our audit procedures in relation to valuation of ESOP included, but were not limited to, the following: • Assessed the appropriateness of the Company''s accounting policies relating to ESOP in accordance with Ind AS 102; • Obtained an understanding of the terms and arrangements of various ESOPs; • Evaluated the design and tested the operating effectiveness of key controls over the methodology, models and assumptions used by the management to determine the fair value of shares and options granted as at the respective grant dates; • Obtained management''s external valuation expert''s report on fair value of shares and options granted and assessed the professional competency, objectivity and independence of the management expert; • Involved auditor''s expert to assist in evaluating appropriateness of valuation methodology and reasonableness of assumptions used by the management''s expert in determining the fair value of shares and options granted;

Key audit matters

How our audit addressed the key audit matters

The fair valuation of options granted to employees for the services rendered has been performed by management''s external valuation expert as at the grant date using Black- Scholes valuation model which requires the management to make certain key estimates and assumptions including determination of fair value of underlying equity share, expected volatility, dividend yield, risk-free interest rate and achievement of performance conditions. Further, the fair valuation of underlying equity share as at grant date has been performed by managements expert applying appropriate weight on the value derived from two methods i.e. Discounted Cash-Flow model (''DCF'') and Comparable Company Multiple (''CCM''), which involves the key estimates and assumptions such as discount rate, expected growth rates and identification of appropriate comparable companies for the CCM method of valuation. Considering significant management judgments and estimates involved and materiality of amount involved, valuation of ESOP is considered as a key audit matter for the current year audit.

• Assessed the reasonableness of the management assumptions and estimates and verified the accuracy of inputs used for the valuation purpose on a sample basis; • Traced the cash flow projections used in determining fair value of shares with approved business plans; • Tested the arithmetical accuracy of computation of share-based payment expense; and • Assessed the appropriateness and adequacy of the disclosures made in the standalone financial statements in accordance with the requirements of applicable accounting standards.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL

STATEMENTS AND AUDITOR''S REPORT THEREON

6. The Company''s Board of Directors are responsible for
the other information. The other information comprises
the information included in the Annual Report, but
does not include the standalone financial statements
and our auditor''s report thereon. The Annual Report is
expected to be made available to us after the date of
this auditor''s report.

Our opinion on the standalone financial statements
does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance.

RESPONSIBILITIES OF MANAGEMENT AND THOSE
CHARGED WITH GOVERNANCE FOR THE STANDALONE
FINANCIAL STATEMENTS

7. The accompanying standalone financial statements
have been approved by the Company''s Board of
Directors. The Company''s Board of Directors are
responsible for the matters stated in section 134(5)
of the Act with respect to the preparation and
presentation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
loss, changes in equity and cash flows of the Company
in accordance with the Ind AS specified under section
133 of the Act and other accounting principles
generally accepted in India. This responsibility also
includes maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation
and maintenance of adequate internal financial
controls, that were operating effectively for ensuring

the accuracy and completeness of the accounting
records, relevant to the preparation and presentation
of the financial statements that give a true and fair
view and are free from material misstatement, whether
due to fraud or error.

8. In preparing the standalone financial statements, the
Board of Directors is responsible for assessing the
Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

9. The Board of Directors is also responsible for
overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE

STANDALONE FINANCIAL STATEMENTS

10. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor''s report
that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that
an audit conducted in accordance with Standards on
Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on
Auditing, specified under section 143(10) of the Act
we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control;

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the

circumstances. Under section 143(3)(i) of the
Act we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
financial statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management;

• Conclude on the appropriateness of Board of
Directors'' use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company''s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor''s report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor''s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern; and

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

12. We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

13. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

14. From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these

guarantee, security or the like on behalf
the Ultimate Beneficiaries;

b. The management has represented
that, to the best of its knowledge and
belief, as disclosed in note 41(viii) to
the standalone financial statements,
no funds have been received by the
Company from any person(s) or
entity(ies), including foreign entities
(''the Funding Parties''), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(''Ultimate Beneficiaries'') or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

c. Based on such audit procedures
performed as considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
management representations under

matters in our auditor''s report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS

15. As required by section 197(16) of the Act, based
on our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order,
2020 (''the Order'') issued by the Central Government of
India in terms of section 143(11) of the Act we give in
the Annexure I a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent
applicable.

17. Further to our comments in Annexure I, as required by
section 143(3) of the Act based on our audit, we report,
to the extent applicable, that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit of the accompanying
standalone financial statements;

b) Except for the matters stated in paragraph 17(h)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion, proper books
of account as required by law have been kept
by the Company so far as it appears from our
examination of those books;

c) The standalone financial statements dealt with
by this report are in agreement with the books of
account;

d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;

e) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 March 2025 from being
appointed as a director in terms of section 164(2)
of the Act;

f) The qualification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 17(b) above on
reporting under section 143(3)(b) of the Act and
paragraph 17(h)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended)];

g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 March 2025
and the operating effectiveness of such controls,
refer to our separate report in Annexure II wherein
we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in
the Auditor''s Report in accordance with rule 11 of
the Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion and to the best of
our information and according to the explanations
given to us:

i. the Company, as detailed in note 33 to
the standalone financial statements, has
disclosed the impact of pending litigations
on its financial position as at 31 March 2025;

ii. the Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2025;

iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company during
the year ended 31 March 2025;

iv. a. The management has represented

that, to the best of its knowledge and
belief, as disclosed in note 41 (vii) to
the standalone financial statements, no
funds have been advanced or loaned or
invested (either from borrowed funds or
securities premium or any other sources
or kind of funds) by the Company to or
in any person(s) or entity(ies), including
foreign entities (''the intermediaries''),
with the understanding, whether
recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever by or
on behalf of the Company (''the
Ultimate Beneficiaries'') or provide any

sub-clauses (a) and (b) above contain
any material misstatement.

v. The Company has not declared or paid any
dividend during the year ended 31 March
2025.

vi. As stated in note 43 to the standalone
financial statements and based on our
examination which included test checks,
except for matters mentioned below, the
Company, in respect of financial year
commencing on or after 1 April 2024, has
used an accounting software for maintaining
its books of account which has a feature of
recording audit trail (edit log) facility and the
same has been operated throughout the year
for all relevant transactions recorded in the
software. Further, during the course of our
audit we did not come across any instance
of audit trail feature being tampered with,
other than the consequential impact of the
exception given below. Furthermore, except
for matters mentioned below, the audit trail
has been preserved by the Company as
per the statutory requirements for record
retention.

Nature of exception noted	Details of exception
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software	The audit trail feature was not enabled at database level for accounting software to log any direct data changes used for maintenance of all accounting records by the Company
Instances of accounting software maintained by a third party where we are unable to comment on the audit trail feature.	The accounting software used for maintenance of payroll records of the Company is operated by a third-party software service provider. In the absence of any information on the existence of audit trail feature in the ''Independent Service Auditor''s Assurance Report on the Description of Controls, their Design and Operating Effectiveness'' (''Type 2 report'' issued in accordance with AICPA Standard on Attestation Engagement SSAE 18 : Service organisation), we are unable to comment on whether audit trail feature at the database of the said software was enabled and operated throughout the year.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm''s Registration No.: 001076N/N500013

Neeraj Goel

Partner

Place: Gurugram Membership No.: 099514

Date: 29 April 2025 UDIN: 25099514BMJKDL8797

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Mar 31, 2024

Independent Auditor’s Report on the internal financial controls with reference to the standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

1. In conjunction with our audit of the standalone financial statements of Vishal Mega Mart Limited (formerly known as Vishal Mega Mart Private Limited) (‘the Company’) as at and for the year ended 31 March 2024, we have audited the internal financial controls with reference to standalone financial statements of the Company as at that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

2. The Company’s Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘the Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Company’s business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility for the Audit of the Internal Financial Controls with Reference to Standalone Financial Statements

3. Our responsibility is to express an opinion on the Company''s internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements includes obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with Reference to Standalone Financial Statements

6. A company''s internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial controls with reference to standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements

7. Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such controls were operating effectively as at 31 March 2024, based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Neeraj Goel

Partner

Membership No.: 099514 UDIN: 24099514BKCMVP9619

Place: Gurugram Date: 16 May 2024