V-Mart Retail Limited

Ref. No. CS/S/L-870/2025-26

13[th] May, 2025

==> picture [84 x 84] intentionally omitted <==

To: To: The Listing Department The Corporate Relationship Department NATIONAL STOCK EXCHANGE OF INDIA THE BSE LTD LIMITED Phiroze Jeejeebhoy Towers, “Exchange Plaza” Dalal Street, Mumbai – 400 001 Bandra-Kurla Complex Scrip Code: 534976 Bandra (E ), Mumbai – 400 051 Fax: 022-22723121 Scrip Code: VMART Email: [email protected] Fax: 022-26598120 Email: [email protected]

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, please find enclosed herewith the Postal Ballot Notice dated May 8, 2024 together with the Explanatory Statement, seeking approval of the Members by way of remote e-voting process, for below Ordinary Resolution:

Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association; and
Issue of Bonus Shares

Please note that the Postal Ballot Notice is being sent only by electronic mode to the Members whose names appear on the Register of Members/list of Beneficial Owners as on Friday, May 9, 2025 and whose e-mail addresses are registered with the Company/Company’s Registrar and Transfer Agent / Depository Participants / Depositories.

The Company has engaged the services of KFin Technologies Limited, Registrar and Transfer Agent, as the agency to provide e-voting facility.

The e-voting facility will be available during the following period:

Commencement of e-voting 9:00 a.m. (IST) on Wednesday, May 14, 2025 End of e-voting 5:00 p.m. (IST) on Thursday, June 12, 2025

The same will be made available on the Company's website at https://vmart.co.in/wp content/uploads/V-Mart-Postal-Ballot-Notice.pdf.

We request you to kindly take the above information on record.

Thanking you,

Your Truly For V-Mart Retail Limited MEGHA Digitally signed by MEGHA TANDON TANDON Date: 2025.05.13 12:34:12 +05'30' Megha Tandon Company Secretary & Compliance Officer

Encl: As above

==> picture [68 x 70] intentionally omitted <==

(CIN - L51909DL2002PLC163727) Regd. Office: 610-611, Guru Ram Dass Nagar, Main Market, Opp. SBI Bank, Laxmi Nagar, New Delhi – 110092

Corp Office: - Plot No.862, Udyog Vihar, Industrial Area, Phase V, Gurugram – 122016 (Haryana)

Tel. No.: 0124-4640030, Fax No. 0124-4640046,

Website: www.vmart.co.in, Email: [email protected]

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

To the Members of the Company,

Notice is hereby given that the resolutions set out below are proposed for approval by the members of V-Mart Retail Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e-voting”) being provided by the Company to all its members to cast their votes electronically, pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 3/2022 dated May 5, 2022, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 9/2023 dated September 25, 2023 and General Circular No. 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice is also attached.

The Board of Directors have appointed Mr. Vineet K Chaudhary (Certificate of Practice no. 4548) Managing Partner of M/s VKC & Associates, Company Secretaries, or failing him Mr. Mohit K. Dixit (Certificate of Practice no. 17827), Partner of M/s VKC & Associates, Company Secretaries, as the Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner. The Scrutiniser have communicated their willingness

to be appointed for the said purpose. The Scrutiniser’s decision on the validity of the votes cast in the Postal Ballot shall be final.

The Company has engaged the services of KFin Technologies Limited (“KFinTech” or “Registrar and Transfer Agent”) as the agency to provide e-voting facility.

Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

voting period:
Commencement of e-voting	9:00 a.m. (IST) on Wednesday, May 14, 2025
End of e-voting	5:00 p.m. (IST) on Thursday, June 12, 2025

The Scrutiniser will submit his report, after the completion of scrutiny, to the Chairperson of the Company or any person authorised by him. The results of e-voting will be announced on or before Saturday, June 14, 2025, and will be displayed on the Company’s website at www.vmart.co.in and the website of KFinTech at https://evoting.kfintech.com. The results will simultaneously be communicated to the Stock Exchanges.

SPECIAL BUSINESS

Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association
To consider and pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 13, 61 and all other applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company, approval of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) equity shares of Rs. 10/- (Rupee

0101

V-Mart Retail Limited

Ten only) each to Rs. 95,00,00,000/- (Rupees Ninety Five Crores only) divided into 9,50,00,000 (Nine Crores and Fifty Lakhs) equity shares of Rs. 10/– (Rupees Ten only) each by creation of additional 7,00,00,000 (Seven Crores) equity shares of Rs. 10/- (Rupee Ten only) each and consequently, the existing Clause V of the Memorandum of Association of the Company be and is hereby altered and substituted by the following as new Clause V:

“V. The Authorised Share Capital of the Company is Rs. 95,00,00,000/- (Rupees Ninety Five Crores only) divided into 9,50,00,000 (Nine Crores and Fifty Lakhs) equity shares of Rs. 10/– (Rupees Ten only) each, with power to increase or decrease the same in accordance with the provisions of the Companies, Act, 2013.

The Company has and shall always, have power to divide the share capital for the time being into several classes and abrogate any rights, privileges, or conditions attached to any class of shares in such manner as may for the time being be provide by the regulations of the Company.”

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall include any duly constituted committee empowered by the Board to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

2. Issue of Bonus Shares

To consider and pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 63 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Foreign Exchange Management Act, 1999 (“FEMA”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable regulations, rules and guidelines issued by SEBI and the Reserve Bank of India (“RBI”) from time to time, the Articles of Association of the Company and subject to such

approvals as may be necessary, consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘Board’, which term shall include any duly constituted committee empowered by the Board to exercise its powers including powers conferred under this resolution) for capitalisation of a sum not exceeding Rs. 60,00,00,000/- (Rupees Sixty Crores only) out of securities premium reserve of the Company, as may be considered appropriate for the purpose of issue and allotment of bonus equity shares of Rs. 10/(Rupees Ten only) each credited as fully paid-up to eligible members of the Company holding equity shares of Rs. 10/- (Rupees Ten only) each whose names appear in the Register of Members / Register of Beneficial Owners on a ‘Record Date’ to be determined by the Board for this purpose, in the proportion of 3:1 i.e., 3 (Three) new fully paid up equity share of Rs. 10/- (Rupees Ten only) each for every 1 (One) existing fully paid-up equity share of Rs. 10/- (Rupees Ten only) each held by them and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up capital of the Company held by each such member.

RESOLVED FURTHER THAT consequent to the issue of bonus equity shares, the Board or the Human Resources, Nomination and Remuneration Committee of the Board be and is hereby authorised to make appropriate adjustment with respect to exercise price and / or number of shares to be issued against stock options and number of stock options vested / to be vested on the employees of the Company under the existing Employees’ Stock Option Scheme of the Company;

RESOLVED FURTHER THAT the bonus equity shares so allotted shall rank pari-passu in all respects with the fully paid up equity shares of the Company as existing on the Record Date;

RESOLVED FURTHER THAT the bonus equity shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company;

RESOLVED FURTHER THAT in accordance with the ICDR Regulations, the new equity shares to be allotted pursuant to the bonus issue shall be allotted in dematerialised form only and shall be credited to the respective beneficiary accounts of the members with their respective Depository Participant(s). With respect to the members holding equity shares in physical form, the Company shall credit the bonus equity shares to a new demat suspense account or to a demat account in the name of a trustee of a trust to be settled by the Company to hold these shares till they are credited to the beneficiary accounts of the respective members holding equity shares in physical form;

0202

RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to Non-Resident Members, Foreign Portfolio Investors / Foreign Institutional Investors and other Foreign Investors, shall be subject to the approval, if any, of RBI under the FEMA or any other regulatory authority;

RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for listing of such bonus equity shares on the Stock Exchanges where the equity shares of the Company are presently listed as per the provisions of the Listing Regulations and other applicable regulations, rules and guidelines;

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”

By Order of the Board For V-Mart Retail Ltd.

Place: Gurugram Date: May 8, 2025

Megha Tandon Company Secretary & Compliance Officer M. No.: F10732

0303

V-Mart Retail Limited

NOTES:

A statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is attached.
In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners as on Friday, May 9, 2025 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.
This Postal Ballot Notice will also be available on the Company’s website at www.vmart.co.in, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com respectively, and on the website of KFinTech at https://evoting.kfintech.com.
In accordance with the MCA Circulars, the Company has made Hyderabad- 500 032.
The Securities and Exchange Board of India has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN details to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/RTA.
Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e-voting. A person who is not a member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.
Subject to the provisions of the Articles of Association of the Company, voting rights of a member / beneficial owner (in case of electronic shareholding) shall be in proportion to his / her / its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations as amended and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed

resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.

A member cannot exercise his vote by proxy on Postal Ballot.
The e-voting period commences at 9:00 a.m. (IST) on Wednesday, May 14, 2025 and ends at 5:00 p.m. (IST) on Thursday, June 12, 2025. The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.
The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Thursday, June 12, 2025.
All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its folio number / DP ID and Client ID.

13. PROCEDURE FOR E-VOTING:

(i) E-VOTING FACILITY:
a. The Company is providing e-voting facility of KFinTech to its members to exercise their right to vote on the proposed resolutions by electronic means.
b. The e-voting facility will be available during the following voting period:

Commencement of e-voting	9:00 a.m. (IST) on Wednesday, May 14, 2025
End of e-voting	5:00 p.m. (IST) on Thursday, June 12, 2025

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.

c. Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
d. The manner of e-voting by (i) individual members holding shares of the Company in demat mode, (ii) members other than individuals holding shares of the Company in demat mode, (iii) members holding shares of the Company in physical mode, and (iv) members who have not registered their e-mail address, is explained in the instructions given herein below.

0404

(ii) INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

a. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY INDIVIDUAL MEMBERS HOLDING SHARES OF THE COMPANY IN DEMAT MODE

As per the SEBI Master Circular, all “individual members holding shares of the Company in demat mode” can cast their vote, by way of a single login credential, through their demat accounts/websites of Depositories / Depository Participants. The procedure to login and access e-voting, as devised by the Depositories / Depository Participant(s), is given below:

PROCEDURE TO LOGIN THROUGH THE WEBSITES OF DEPOSITORIES:

National Securities Depository Limited (NSDL) Central Depository Services (India) Limited (CDSL) 1. Users already registered for the IDeAS e-Services facility of 1. Users already registered for Easi / Easiest facility of CDSL NSDL may follow the following procedure: may follow the following procedure: i. Type in the browser / Click on the following e-Services link: i. Type in the browser / Click on any of the following links: https://eservices.nsdl.com. https://web.cdslindia.com/myeasitoken/home/login
ii. Click on the button “Beneficial Owner” available for login or www.cdslindia.com and click on New System Myeasi under ‘IDeAS’ section. / Login to My Easi option under Quick Login (best operational in Internet Explorer 10 or above and Mozilla
iii. A new page will open. Enter your User ID and Password for Firefox).
accessing IDeAS. ii. Enter your User ID and Password for accessing Easi /
iv. On successful authentication, you will enter your IDeAS Easiest.
iv. On successful authentication, you will enter your IDeAS service login. Click on “Access to e-Voting” under Value Added Services on the panel available on the left hand side.
- iii. You will see Company Name: “V-Mart Retail Limited” on the next screen. Click on the e-Voting link available against V-Mart Retail Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
v. You will be able to see Company Name: “V-Mart Retail Limited” on the next screen. Click on the e-Voting link available against V-Mart Retail Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
Users not registered for IDeAS e-Services facility of NSDL may follow the following procedure
Users not registered for IDeAS e-Services facility of NSDL 2. Users not registered for Easi / Easiest facility of CDSL may may follow the following procedure follow the following procedure i. To register, type in the browser / Click on the following i. To register, type in the browser / Click on the following link: e-Services link: https://eservices.nsdl.com https://web.cdslindia.com/myeasitoken/ Registration/

ii. Select option “Register Online for IDeAS” available on the EasiRegistration or https://web.cdslindia.com/ left hand side of the page. myeasitoken/Registration/EasiestRegistration

iii. Proceed to complete registration using your DP ID, Client ii. Proceed to complete registration using your DP IDClient ID (BO ID), etc.

iii. Proceed to complete registration using your DP ID, Client ID, Mobile Number, etc.
- iii. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote
iv. After successful registration, please follow steps given under Sr. No. 1 above to cast your vote.
Users may directly access the e - Voting module of NSDL as per the following procedure:
Users may directly access the e-Voting module of CDSL as per the following procedure: i. Type in the browser / Click on the following link: https:// evoting.cdslindia.com/Evoting/EvotingLogin
i. Type in the browser / Click on the following link: https:// www.evoting.nsdl.com/
ii. Click on the button “Login” available under “Shareholder/ Member” section.
ii. Provide Demat Account Number and PAN. iii. System will authenticate user by sending OTP on registered Mobile & E-mail as recorded in the Demat Account.
iii. On the login page, enter User ID (i.e., 16-character demat account number held with NSDL, starting with IN), Login Type, i.e., through typing Password (in case you are registered on NSDL’s e-voting platform) / through generation of OTP (in case your mobile / e-mail address is registered in your demat account) and Verification Code as shown on the screen.
iv. On successful authentication, you will enter the e-voting module of CDSL. Click on the e-Voting link available against V-Mart Retail Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.
iv. You will be able to see Company Name: “V-Mart Retail Limited” on the next screen. Click on the e-Voting link available against V-Mart Retail Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

0505

V-Mart Retail Limited

Procedure to login through their demat accounts / Website of Depository Participant

Individual members holding shares of the Company in Demat mode can access e-Voting facility provided by the Company using login credentials of their demat accounts (online accounts) through their demat accounts / websites of Depository Participants registered with NSDL / CDSL. An option for “e-Voting” will be available once they have successfully loggedin through their respective logins. Click on the option “e-Voting” and they will be redirected to e-Voting modules of NSDL / CDSL (as may be applicable). Click on the e-Voting link available against V-Mart Limited or select e-Voting service provider “KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID” / “Forgot Password” options available on the websites of Depositories / Depository Participants.

Contact details in case of any technical issue on NSDL Website		Contact details in case of any technical issue on CDSL Website
Members facing any technical issue during login can contact		Members facing any technical issue during login can contact CDSL
NSDL helpdesk by sending a request at [email protected] call		helpdesk by sending a request [email protected]
at: 022-4886 7000 / 1800 102 0990.		or contact at 1800 210 9911.

b. INFORMATION AND INSTRUCTIONS FOR E-VOTING BY (I) MEMBERS OTHER THAN INDIVIDUALS HOLDING SHARES OF THE COMPANY IN DEMAT MODE AND (II) ALL MEMBERS HOLDING SHARES OF THE COMPANY IN PHYSICAL MODE
I. A. In case a member receives an e-mail from the Company / KFinTech [for members whose e-mail address is registered with the Company / Depository Participant(s)]:
1. Launch internet browser by typing the URL: https://evoting.kfintech.com
2. Enter the login credentials (User ID and password provided in the e-mail). The E-Voting Event Number + Folio No. or DP ID Client ID will be your User ID. If you are already registered with KFinTech for e-voting, you can use the existing password for loggingin. If required, please visit https:// evoting.kfintech.com or contact tollfree number 1800 309 4001 (from 9:00 a.m. (IST) to 6:00 p.m. (IST) on all working days) for assistance on your existing password.
3. After entering these details appropriately, click on “LOGIN”.
4. You will now reach Password Change Menu wherein you are required to mandatorily change your password upon logging-in for the first time. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like

mobile number, e-mail address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

You need to login again with the new credentials.
On successful login, the system will prompt you to select the E-Voting Event Number (EVEN) for V-Mart Retail Limited.
On the voting page, enter the number of shares as on the Cut-Off Date under either “FOR” or “AGAINST” or alternatively, you may partially enter any number under “FOR” / “AGAINST”, but the total number under “FOR” / “AGAINST” taken together should not exceed your total shareholding as on the Cut-Off Date. You may also choose to “ABSTAIN” and vote will not be counted under either head.
Members holding shares under multiple folios/ demat accounts shall choose the voting process separately for each of the folios / demat accounts.
Voting has to be done for each item in this Postal Ballot Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as “ABSTAINED”.

0606

You may then cast your vote by selecting an appropriate option and click on “SUBMIT”.
A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify.
Once you confirm, you will not be allowed to modify your vote.
Institutional / Corporate Members (i.e., other than Individuals, HUFs, NRIs, etc.) are also required to send legible scanned certified true copy (in PDF Format) of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutiniser at [email protected]. Such authorisation shall contain the necessary authority for voting by its authorised representative(s). It is also requested to upload the same in the e-voting module in their login. The naming format of the aforesaid legibly scanned document shall be “Corporate Name EVEN”.
B. In case of a member whose e-mail address is not registered/updated with the Company / KFinTech / Depository Participant(s), please follow the following steps to generate your login credentials:
Members holding shares in physical mode, who have not registered/ updated their e-mail address with the Company, are requested to register/ update the same by clicking on https://rkarisma.kfintech.com/ shareholders or by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at [email protected] or to KFinTech at [email protected].
Members holding shares in dematerialised mode who have not registered their e-mail address with their Depository Participant(s) are requested to register/ update their e-mail address with the Depository Participant(s) with which they maintain their demat accounts.
1. After due verification, the Company / KFinTech will forward your login credentials to your registered e-mail address.
2. Follow the instructions at (I).(A).(1) to (13) to cast your vote.
II. Members can also update their mobile number and e-mail address in the “user profile details” in their e-voting login on https://evoting.kfintech.com.
III. Any member who has forgotten the User ID and Password, may obtain / generate / retrieve the same from KFinTech in the manner as mentioned below:
a. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate password.
b. Member may call on KFinTech’s toll-free number 1800 309 4001 (from 9:00 a.m. (IST) to 6:00 p.m. (IST) on all working days).
c. Member may send an e-mail request to [email protected]. After due verification of the request, User ID and password will be sent to the member.
d. If the member is already registered with KFinTech’s e-voting platform, then he / she / it can use his / her / its existing password for logging-in.
IV. In case of any query on e-voting, members may refer to the “Help” and “FAQs” sections / E-voting user manual available through a dropdown menu in the “Downloads” section of KFinTech’s website for e-voting: https://evoting.kfintech.com.
V. CONTACT DETAILS FOR ASSISTANCE ON E-VOTING:

Members are requested to note the following contact details for addressing e-voting related grievances:

KFin Technologies Limited Selenium Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 Toll-free No.: 1800 309 4001

(from 9:00 a.m. (IST) to 6:00 p.m. (IST) on all working days) Email: [email protected]

0707

V-Mart Retail Limited

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

The following Statement sets out all material facts relating to the Special Business proposed in this Postal Ballot Notice:

Item No. 1

Presently, the Authorised Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crores and Fifty Lakhs) equity shares of Rs 10/- (Rupee ten only).

With the issue of bonus shares as per Item No. 1 above, the paid-up share capital of the Company would increase to Rs. 79,37,38,040/(Rupees Seventy Nine Crores Thirty Seven Lakhs Thirty Eight Thousand and Forty). Considering the size and operations of the Company and in order to facilitate any further capital issuances, the Board of Directors at its meeting held on May 2, 2025, have recommended to increase the Authorised Share Capital to Rs. 95,00,00,000/- (Rupees Ninety Five Crores only) divided into 9,50,00,000 (Nine Crores and Fifty Lakhs) equity shares of Rs. 10/– (Rupees Ten only) each by creation of additional 7,00,00,000 (Seven Crores) equity shares of Rs 10/- (Rupee Ten only) each. The increase in the Authorised Share Capital as aforesaid would require consequential alteration to the existing Clause V of the Memorandum of Association of the Company.

The increase in the Authorised Share Capital and consequential alteration to Clause V of the Memorandum of Association of the Company require members' approval in terms of Sections 13 and 61 of the Companies Act, 2013.

Accordingly, approval of members is sought for passing the ordinary resolution set out at Item No. 1 of this Postal Ballot Notice.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of this Postal Ballot Notice.

The Board of Directors commends the Ordinary Resolution set out at Item No. 1 of this Postal Ballot Notice for approval by the members.

Item No. 2

The Board of Directors at its meeting held on May 2, 2025, have recommended issue of bonus equity shares of Rs. 10/- (Rupees Ten only) each credited as fully paid-up to eligible members of the Company in the proportion of 3:1 i.e., 3 (Three) new fully paid up equity share of Rs. 10/- (Rupees Ten only) each for every 1 (one) existing fully paid-up equity share of Rs. 10/- (Rupees Ten only) each by capitalising a sum not exceeding Rs. 60,00,00,000/-(Rupees Sixty Crores only) out of securities premium reserve of the Company, as may be considered appropriate.

Article 190 of the Articles of Association of the Company permits capitalisation of any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account, or otherwise available for distribution.

Issue of bonus equity shares requires members approval in terms of Section 63 of the Companies Act, 2013 and other applicable statutory and regulatory approvals.

Accordingly, approval of members is sought for passing the ordinary resolution set out at Item No. 2 of this Postal Ballot Notice.

Members are requested to note that in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the new equity shares to be allotted pursuant to the bonus issue shall be allotted in dematerialised form only. Accordingly, members holding shares in physical form are requested to provide such information and details as may be required, relating to his / her/ its demat account with a depository participant, to the Company / its Registrar and Transfer Agent on or before June 2, 2025 to enable it to issue the bonus equity shares in dematerialised form.

With respect to the bonus shares of members holding equity shares in physical form who have not provided their demat account details to the Company, the said bonus shares shall be credited in dematerialised form to a new demat suspense account or to a demat account in the name of a trustee of a trust to be settled by the Company to hold these shares till they are credited to the beneficiary accounts of the respective members holding equity shares in physical form. The voting rights on the bonus equity shares held in the demat suspense account / trust account, shall remain frozen.

The Company has granted stock options to the employees under the Employees Stock Option Schemes 2012 and 2020 respectively. Consequent to the issue of bonus equity shares, appropriate adjustments with respect to exercise price and / or number of shares to be issued against stock options and number of stock options vested / to be vested on the employees of the Company under the Employees Stock Option Schemes 2012 and 2020 would be made so that the total value of stock options remains the same after the issue of bonus equity shares.

The Board of Directors commend the Ordinary Resolution set out at Item No. 2 of this Postal Ballot Notice for approval by the members.

By Order of the Board For V-Mart Retail Ltd.

Megha Tandon Company Secretary & Compliance Officer M. No.: F10732

Place: Gurugram Date: May 8, 2025

0808

AI assistant

V-Mart Retail Limited Proxy Solicitation & Information Statement 2025

61937_rns_2025-05-13_2c706d80-8aff-451f-9f30-3831a895323a.pdf