Annual Report FY 2023-24

Contents

Forward-lookingstatementinthisAnnualReport,wehavedisclosedforward- looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements -

CORPORATE INFORMATION

• Corporate Information

• Our growing stores network

written and oral - that we periodically, 'projects', 'intends', 'plans', 'believes' and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realised, although we make, contain forward-looking statements that set out anticipated results based on the management's plans and assumptions. We have tried wherever possible to identify such statements by using words such as 'anticipates', 'estimates', 'expects' believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

BOARD OF DIRECTORS

Mr. Ram Chandra Agarwal

Chairman & Managing Director

Mrs. Uma Agarwal

Whole Time Director

Mr. Akash Agarwal

Whole Time Director

Dr. Arun Kumar Roopanwal

Independent Director

Mrs. Archana Surendra Yadav

Independent Director

Mr. Srinivas Anand Mannava

Independent Director

CHIEF EXECUTIVE OFFICER

Mr. Manshu Tandon

CHIEF FINANCIAL OFFICER

Mr. Pratik Adukia

COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. Shivam Aggarwal

STATUTORY AUDITORS

Singhi & Co.

Chartered Accountants

SECRETARIAL AUDITORS

Sunpreet & Co.

Company Secretaries

INTERNAL AUDITORS

SMAM & Co.

Chartered Accountants

REGISTERED & CORPORATE OFFICE

Khasra No. 928, Extended Lal Dora Abadi, Village Kapashera, Tehsil -Vasant Vihar, New Delhi 110 037 Tel : +91 11 41771850 E-mail: cs@v2kart.com

Website: www.v2retail.com

CIN: L74999DL2001PLC147724

BOARD COMMITTEES

Audit Committee

Mrs. Archana Surendra Yadav, Chairperson

Mr. Ram Chandra Agarwal

Dr. Arun Kumar Roopanwal

Mr. Srinivas Anand Mannava

Stakeholders Relationship Committee

Dr. Arun Kumar Roopanwal, Chairman

Mrs. Archana Surendra Yadav

Mr. Ram Chandra Agarwal

Mrs. Uma Agarwal

Risk Management Committee

Mr. Arun Kumar Roopanwal, Chairman

Mr. Akash Agarwal

Mr. Srinivas Anand Mannava

Mr. Manshu Tandon

Nomination and Remuneration Committee

Dr. Arun Kumar Roopanwal, Chairman

Mrs. Archana Surendra Yadav

Mr. Srinivas Anand Mannava

Corporate Social Responsibility Committee

Mrs. Archana Surendra Yadav, Chairperson

Mr. Ram Chandra Agarwal

Dr. Arun Kumar Roopanwal

Mr. Akash Agarwal

WAREHOUSE / DISTRIBUTION

Center Village Mubarikpur, Farrukh Nagar, Gurgaon-122506

REGISTRAR & TRANSFER AGENT

Link Intime India Private Limited Noble Height, 1st Floor, Plot No. NH-2,

C-1 Block, LSC, Near Savitri Market, Janakpuri, New Delhi-110058

Tel No: 011-41410592

Email: delhi@linkintime.co.in

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V2 Retail

Meeting the demands of an ever-evolving industry, we are consistently aligning ourselves with new-age requirements, identifying market trends and imbibing advanced technology to thrive and prosper. With a renewed vigour, we are now poised to resiliently tide above crisis and steer the organization in a new direction to become better than before.

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About us

V2 Retail is one of the fastest growing retail company in India and enjoys strong brand equity from customers across segments. The company offers a portfolio of products, including apparel and life style products. V2 stands for 'Value and Variety' it sells good quality fashion garments at affordable prices, which suits every individual and household. The Company has a Strong presence in Northern & Eastern India. The Company caters to the neo middle class group of population living in Tier 2 and Tier 3 cities.

Stores presence

Promoters

The Company is promoted by Mr. Ram Chandra Agarwal, possessing more than 30 years of entrepreneurial experience. He is the pioneer in value retailing and brought this concept in India. He has been the Chairman and the Managing Director of the Company since July 2011.

Mrs. Uma Agarwal & Mr. Akash Agarwal are the Whole- time Directors of the Company.

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As on March 31, 2024, the Company operates 117 stores spread across 17 states and more than 100 cities with a total retail area of ~12.54 lac Sq. Ft.

Our Brands

ORE,

Stores (Number)

FY2019-20

FY2020-21

FY2021-22

FY2022-23

FY2023-24

Inventory (days of sale)

FY2019-20

FY2020-21

FY2021-22

FY2022-23

FY2023-24

76

95

101

102

117

102

180

155

107

113

Retail Space (lakh sq. ft.)

Sales per sq. ft. (B per month)

Rent per sq. ft. (B per month)

Same stores sales growth (SSG)(%)

Revenues (B cr)

EBIDTA margin (%)

PBT margin (%)

FY2019-20

FY2020-21

FY2021-22

FY2022-23

FY2023-24

Net profit (B cr)

FY2019-20

FY2020-21

FY2021-22

FY2022-23

FY2023-24

(0.3)

(2.3)

(2.5)

(2.2)

2.6

10.15

(11.04)

(12.90)

(14.49)

27.29

Basic EPS (B) (after extra ordinary items)

*Including exceptional item (Income from sale of property)

Chairman's message

Ram Chandra Agarwal

Chairman

Vision, Mission and Goal

We as a group of people and company are trying to enhance the quality of human life through enhancing the quality of our employees and creating environment and processes to enhance the quality of every human being. Every movement trying to be a better-quality human being.

Dear Shareholders,

As the MD of V2 Retail Limited, I feel humbled and honored to present our Company's performance for 2023-24. The business' strong market standing and repute are indeed a result of the Management's prudence,

employee's efforts and the strong & relentless support of all stakeholders. For this, I would like to thank all our stakeholders and look forward to their continued faith in us.

This year has been a remarkable year for all of us here at V2 Retail. We emerged more resilient and reinvigorated, and our confidence in our capabilities is reflected not only in our numbers but also in the trust that our customers have placed in us.

Fashion is not only influenced by culture but also shapes it in profound ways. It serves as a mirror, reflecting societal norms, values, and aspirations. V2 Retail, a leading fashion and lifestyle retail chain in India, has been making value fashion available to the people and providing them with a diverse array of options.

One of the key reasons behind V2 Retail's success is its ability to offer a wide range of products that appeal to diverse customer segments. The company caters to men, women, and children, offering a variety of clothing, footwear, accessories, and lifestyle products. Whether it is ethnic wear, western wear, sportswear, or formal wear, V2 Retail has something for everyone.

Over the years, we have strategically expanded our presence across the country. During the year under review, we continued this expansion roadmap taking our total count to 117 stores compared to 102 in the previous year; our total retail space increased to 12.54 Lakhs sq ft from 10.83 Lakhs sq ft. The company has a well-defined expansion strategy, targeting Tier-II and Tier-III cities where there is a growing demand for fashion and lifestyle products. This expansion not only helps to increase V2 Retail's market reach but also contributes to the economic development of these regions.

It is no secret that customer centricity forms the core of any retail business. At V2 Retail, everything we do revolves around our customers, a culture that the entire organization boasts of, starting from the front-line employees to senior leadership teams. Amidst intense competition, we prioritize personalized experiences, ensuring customers feel valued and connected.

Moreover, V2 Retail understands the importance of affordability in a price-sensitive market like India. The company offers products at competitive prices, making fashion accessible to a wider range of consumers. V2 Retail also stays ahead of the curve by closely monitoring and adapting to the latest fashion trends.

V2 Retail places a strong emphasis on product development and vertical integration, which sets it apart from competitors and contributes to its success in the fashion retail market. By focusing on product development, we are also taking necessary measures to control our operating costs, including negotiating our contracts with the partners and also making investments in warehouse management technologies to

improve the effectiveness of our supply chain.

V2 Retail is able to bring unique and innovative offerings to customers that are not easily found elsewhere. This not only drives customer loyalty but also gives the company a competitive edge in the market.

In addition, the company owns and operates its manufacturing units, allowing it to have better quality control and faster turnaround times. This vertical integration also helps V2 Retail save costs as it eliminates the need for middlemen and reduces dependence on external suppliers. V2 Retail's focus on quality helps it build trust and credibility with customers, leading to increased brand loyalty and repeat purchases.

Giving back to the society has never been more important and I'd like to thank each member of the V2 Retail family for their active support and unshakable trust in our abilities to deliver on our promise. You have motivated us to unleash our potential for the next phase of our growth. V2 Retail is committed to continuously evolving and expanding its presence to cater to the needs and preferences of its customers.

Thank you for your continued trust and confidence in V2 Retail.

Warm regards,

Ram Chandra Agarwal

Chairman, V2 Retail Limited

Board of Directors

Mr. Ram Chandra Agarwal Chairman & Managing Director

Mr. Agarwal holds a bachelor's degree in commerce and has a vast experience of more than 30 years in retail sector. He has been a member of the Board since inception of the Company and is the driving force behind the growth of the Company. He pioneered the value retailing concept in India. He was conferred with various awards, such as, Ernst & Young Entrepreneur of the year award in 2008 and 4Ps Power Brand Award in 2007.

Mrs. Uma Agarwal

Whole Time Director

Mrs. Uma Agarwal holds a bachelor's degree in Arts and has a vast experience of over 15 years in the retail industry. She has been the member of the Board of Directors since the inception and oversees the marketing strategies of the Company.

Mr. Akash Agarwal

Whole Time Director

Mr. Akash Agarwal holds an International MBA from IE Business School, Spain and a Bachelor's degree in Business Administration (BBA) from Lancaster University (UK) and possesses around ten years of experience in the retail industry. He looks after E-Commerce, Procurement and Finance.

Mrs. Archana S Yadav

Independent Director

A Chartered Accountant in practice with more than 14 years of experience, having expertise in GST, Income Tax, International Tax & Corporate Audits. She served as Financial Advisor to the autonomous body M/s National Institute of Solar Energy, under Ministry of New & Renewable Energy. She has also worked with various MNC's as Management Consultant, Service tax Consultant & Direct Tax advisor. She was appointed as GST Faculty by ICAI for GST knowledge sharing across India.

Dr. Arun Kumar Roopanwal

Independent Director

Dr. Arun Kumar Roopanwal holds Ph.D in textiles and M.Tech in textiles technology from IIT Delhi. He has over 35 Years of extensive experience in working with various retail companies. He is having a vast experience in the field of Marketing, Product Development, Business Development, Strategic Planning and Administration.

Mr. Srinivas Anand Mannava

Independent Director

Mr. Srinivas Anand Mannava is holds Post-Graduate Program in Business Management from IIM, Kozhikode. He has financial expertise and extensive experience in Strategy Planning, Improving Shareholders Wealth, and Financial Journalism.He authored Investor Relations book, published by ICFAI. Host IR Awards annually at BSE with Entities Like Bloomberg, BNY Mellon, KPMG, IR Magazine. Launched certification in Investor Relations in Association with BSE Institute.

How V2 Retail becomes most promising value retail fashionable chain

Management discussion and analysis

Economic Overview

Global Economy

In 2024, the global economy continues to demonstrate steady growth, reminiscent of the previous fiscal year. While this is a positive sign, it's important to acknowledge the potential influences that could shape future trends. Factors such as sustained core inflation and tight labour markets suggest a robust economic landscape. As expectations of higher interest rates emerge, it signals a proactive response to maintain economic stability.

As per IMF report released in April 2024, global growth, which was estimated at 3.2% in 2023, is anticipated to maintain the same pace in 2024 and 2025. This growth rate is deemed low compared to historical norms, influenced by various factors including immediate issues such as high borrowing costs and the winding down of fiscal support and Russia's incursion into Ukraine. As a reaction, policymakers adapted monetary strategies and implemented fiscal stimulus packages to address these challenges and strengthen the economy's resilience.

The global inflation gradually decreased from 8.7% in 2022 to 6.8% in 2023. Forecast suggests that it will further drop to 5.9% in 2024, and eventually reaching 4.5% in 2025. Advanced economies are anticipated to reach their inflation targets before emerging markets and developing economies.

Generally, core inflation is expected to decline more gradually. Despite significant interest rate increases by central banks aiming to restore price stability, the world economy has shown remarkable resilience. In FY 2024, headline inflation in most economies neared its pre- pandemic levels, representing a significant milestone since the global inflation surge began. As global inflation decreased from its highest point, economic activity continued to grow steadily, contrary to warnings of stagflation and a worldwide recession, just a couple of years back.

Global Economy

Growth Projections:

Domestic Economy

Despite a benign global scenario, in 2023-24, India's real GDP grew by 8.2%, making it the fastest-growing economies among developed and developing economies. Growth in 2024-25 is expected to be supported by strong domestic investment demand, improved agricultural performance, and an increase in merchandise and services exports. Various high-frequency indicators demonstrate the robustness of the domestic economy. As of March 31, 2024,themonthlyGoodsandServices Tax (GST) collection reached Rs. 2 lakh crores, marking an impressive year-over-year growth of 11.5%. The Purchasing Managers' Index (PMI) for manufacturing has surged to a 16- year high, while UPI, the primary digital payments system, continue to record higher volumes since its launch in 2016. Urban consumption indicators also show robustness.

The government has launched several key initiatives to boost the economy and promote self-reliance in India. Stimulus packages aim to support sectors facing economic challenges, while the Aatmanirbhar Bharat campaign focuses on domestic manufacturing growth. Efforts to attract foreign investment include permitting 100% Foreign Direct Investment (FDI) in single- brand retail through the automatic route, aiming to streamline business processes and strengthen the Make in India initiative.

Industry Overview

Indian Retail Market Overview

India's retail sector is one of the pillars of the Indian economy. At an estimated size in the region of US$ 1 trillion,Indiaisoneofthetopfiveretail markets globally. India's retail sector commands a formidable presence on the global stage, securing fourth position in terms of market size and

making a substantial contribution of over 10% to the nation's GDP.

It is poised for remarkable growth, projected to escalate at a compound annual growth rate (CAGR) exceeding 13% by the year 2027. For the year 2024, the sector is poised for growth ranging between 10- 13%. The Indian retail industry is a dynamic and rapidly evolving sector with immense potential for growth. However, to succeed in this market, businesses must be prepared to address the complexities, diversity, and unique characteristics it presents while leveraging the opportunities it offers.

Some of the key drivers for growth include:

• Growing urbanization, participation of women in work force

• Rising disposable income, discretionary spending
• Increasing aspirations, fashion consciousness and brand awareness
• E-commerceand growing influence of social media due to wideavailabilityofSmartphone's and high-speed internet
• Entry of international players across various retail segments
• Supply side innovations,
  improved manufacturing
  capabilities,efficient warehousing & distribution, leveraging technology
• Easy and on demand availability of credit.

Key Trends of the

Industry

Tier-II and Tier-III Cities Leading Fashion Consumption

As smaller cities urbanise and digitalise, they will become hubs for