Shareholders meeting

VISHAL MEGA MART LIMITED (Formerly known as Vishal Mega Mart Private Limited) Corporate & Regd. Office: 5th Floor, Platinum Tower, Plot No. 184 Udyog Vihar, Phase – 1, Gurugram, Haryana-122016, India. Phone: +91-124-4980000 Fax: +91-124-4980001 Email: secretarial@vishalwholesale.co.in, Website: www.aboutvishal.com CIN: L51909HR2018PLC073282 Date: August 24, 2026 National Stock Exchange of India Ltd., BSE Limited To To Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Mumbai – 400001 Bandra (E), Mumbai – 400 051 Scrip Code: 544307 NSE Scrip Symbol: VMM Dear Sir/ Madam, Subject: Announcement under Regulation 34 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Notice of the 8th Annual General Meeting and Annual Report for Financial Year 2025-26 Pursuant to the requirements of Regulation 34(1) read with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please �ind enclosed the following: 1. Notice of the 8 Annual General Meeting of the Company scheduled to be held on Friday, September 18, 2026, at 12:00 Noon (IST) through Video Conferencing (‘VC’)/Other Audio- Visual Means (‘OAVM’), in compliance with the circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India in this regard; and 2. Annual Report of the Company for the Financial Year 2025-26 including Business Responsibility & Sustainability Report. The aforesaid documents are also available on the website of the Company at https://aboutvishal.com/. You are kindly requested to take the same on your record. Thanking you. Vishal Mega Mart Limited Rahul Luthra Company Secretary & Compliance Officer ICSI Membership No: F9588 Encl: As above VISHAL MEGA MART LIMITED Registered & Corporate Office: Plot No. 184, Fifth Floor, Platinum Tower, Udyog Vihar, Phase-1, Gurugram, Haryana- 122016, India CIN: L51909HR2018PLC073282 Website: www.aboutvishal.com Email ID: secretarial@vishalwholesale.co.in Phone No.: +91-124-4980000 NOTICE OF THE 8TH ANNUAL GENERAL MEETING NOTICE is hereby given that the Eighth (8th) Annual General Non-Independent Director of the Company, liable to Meeting (‘AGM’) of the members of Vishal Mega Mart retire by rotation, notwithstanding that he will attain Limited (‘the Company’) will be held on Friday, September 18, the age of 75 years on February 01, 2027, on such 2026 at 12:00 Noon (IST) through Video Conferencing (‘VC’) terms and conditions as approved by the Board and or Other Audio Visual Means (‘OAVM’), for which purpose subsequently by the Shareholders at the time of his the Registered Office of the Company situated at Plot No. appointment / re-appointment on the Board, from time 184, Fifth Floor, Platinum Tower, Udyog Vihar, Phase-1, to time, as the case may be. Gurugram, Haryana- 122016, India, shall be deemed as the RESOLVED FURTHER THAT the Board of Directors venue for the Meeting wherein the proceedings of the AGM (which term shall include any Committee(s) thereof), shall be deemed to have been conducted, to transact the be and is hereby authorised to do all such acts, deeds, following businesses: matters and things and to sign all such documents and writings as may be necessary to give effect to ORDINARY BUSINESSES: this resolution and for matters connected therewith or 1. To receive, consider and adopt the Audited Standalone incidental thereto.” & Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together 4. To approve the re-appointment of Ms. Neha Bansal with the Reports of the Board of Directors and Auditors (DIN: 02057007) as Non-Executive Independent thereon. Director of the Company To consider and if thought fit, pass the following 2. To appoint a Director in place of Mr. Sanjeev Aga (DIN: resolution as a Special Resolution: 00022065), Non-Executive Non-Independent Director, who retires by rotation and being eligible, offers “RESOLVED THAT pursuant to the provisions of himself for re-appointment. Sections 149, 150 and 152 read with Schedule IV to the Companies Act, 2013 (‘the Act’) and other applicable SPECIAL BUSINESSES: provisions, if any, of the Act and the Companies (Appointment and Qualifications of Directors) Rules, 3. To approve continuation of Directorship of 2014 and any other applicable rules made under Mr. Sanjeev Aga (DIN: 00022065), Non-Executive the Act and Regulations 17 and 25 of the SEBI Non-Independent Director of the Company upon (Listing Obligations and Disclosure Requirements) attaining the age of 75 years Regulations, 2015 (‘SEBI Listing Regulations’) and To consider and if thought fit, pass the following any other applicable provisions of the SEBI Listing resolution as a Special Resolution: Regulations (including any statutory modification(s) “RESOLVED THAT pursuant to Regulation 17(1A) of or re-enactment thereof for the time being in force), the SEBI (Listing Obligations and Disclosure Secretarial Standards issued by the Institute of Requirements) Regulations, 2015, as amended from Company Secretaries of India, Articles of Association time to time and other applicable provisions of the of the Company, Nomination and Remuneration Policy Companies Act, 2013 (‘the Act’) and Rules made of the Company and based on the recommendations there under including any statutory modification(s) of the Nomination & Remuneration Committee and the or re-enactment(s) thereof for the time being in force, Board of Directors of the Company, Ms. Neha Bansal and based on the recommendations of Nomination (DIN: 02057007), who holds office as Non-Executive & Remuneration Committee and Board of Directors Independent Director up to September 22, 2026, and of the Company, the consent of the Members of the who has submitted a declaration that she meets Company be and is hereby accorded for continuation of the criteria of independence as provided in Section Mr. Sanjeev Aga (DIN: 00022065), as a Non-Executive 149(6) of the Act along with rules made thereunder NOTICE (CONTD.) and Regulations 16(1)(b) and 25(8) of the SEBI Listing acts, rules, regulations, circulars, notifications, Regulations along with the declaration that she is guidelines, as amended from time to time (including not debarred/disqualified (and is eligible) from being any statutory modification(s) or re-enactment(s) re-appointed as a Director on the Board of the Company, thereof for the time being in force), issued by Reserve and in respect of whom the Company has received a Bank of India (RBI) or any other regulatory/statutory Notice in writing from a member under Section 160 of authority(ies) and subject to such guidance, approvals, the Act, proposing her candidature for re-appointment permissions and sanctions, if any, and to the extent to the office of Non-Executive Independent Director required from any regulatory/statutory authority(ies), of the Company, be and is hereby re-appointed as a the approval of the shareholders of the Company be Non-Executive Independent Director of the Company and is hereby accorded to cap the aggregate foreign for second term of 1 (one) year commencing from ownership (including but not limited to investment September 23, 2026 up to and including September made through subscription or purchase of securities 22, 2027, and whose office shall not be liable to retire by a person resident outside India in the form of by rotation. foreign direct investment, foreign portfolio investment or indirect foreign investment, or through foreign RESOLVED FURTHER THAT pursuant to the provisions owned and/or foreign controlled Indian companies or of Sections 149, 197, and other applicable provisions investment vehicles) of the Company in any form or of the Act and the Rules made thereunder including manner, at 49.99% of the total equity instruments (on a Schedule V to the Act read with SEBI Listing Regulations fully diluted basis) issued by the Company, which [Showing first 8,000 characters — download PDF for full document]