Vishal Mega Mart

Serving a Large and Growing Section of the Indian Population.

Consumer-centric approach resulting in loyal consumer base.

Diverse and Growing Portfolio of Own Brands across Product Categories.

Pan-India Presence with a Track Record of Successful Store Growth.

Technology Enabled, Systems Driven Operations.

Professional and Experienced Management Team.

Track Record of Delivering Revenue, Profit Growth and Capital Efficiency.

The company does not manufacture any of the products that are sold in its stores, and the company relies entirely on third party vendors for the manufacturing of all products under its own brands who are required to meet the company product specification, quality, design and manufacturing standards, which subjects it to risks, which, if materialized, could adversely affect its business, results of operations, cash flows and financial condition.

The Company has received two directives with requests for information from the Enforcement Directorate to furnish information and documents as part of its investigation and any possible penalties/action. Any adverse outcome in such matters may lead to future inquiries or escalate to investigations, legal proceedings or any possible penalties.

If the company fails to identify and effectively respond to changing consumer preferences in a timely manner, the demand for its products could decrease, causing the company`s business, results of operations, financial condition and cash flows to be adversely affected.

If the company is unable to identify consumer demand accurately and maintain an optimal level of inventory, its business, results of operations, financial condition and cash flows may be adversely affected.

The company derives a significant portion of its revenues from sale of products from the company stores located in Uttar Pradesh, Karnataka and Assam, and any adverse developments in these states may have an adverse effect on its business, results of operations, financial condition and cash flows.

The success of its business depends substantially on the company`s management team and other key personnel. Its inability to attract or retain such manpower or any loss of members of its Senior Management Personnel or Key Managerial Personnel could significantly delay or prevent the achievement of the company`s business objectives, and could adversely affect its business and operations.

The company has experienced negative cash flows in the past. Its cannot assure you that the company net cash flows will be positive in the future.

There have been instances of delays in payment of statutory dues by the Company. Any further delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have an adverse impact on its financial condition and cash flows.

There are outstanding litigations pending against the Company, Subsidiaries, Directors and Promoters which, if determined adversely, could affect its business, results of operations, financial condition and cash flows.

As the company operate its stores, distribution centres, registered and corporate offices from premises that are taken by it on a leasehold basis, the company is exposed to the risks associated with leasing real estate and any adverse developments could affect its business, results of operations, financial condition and cash flows.

Its operations could be adversely affected by strikes, labour unrest or labour unions.

Product liability claims and product recalls may adversely affect its brand image and lead to a loss of confidence of consumers in the company products, which may have an adverse effect on its reputation, business, results of operations, financial condition and cash flows.

Its Statutory Auditors have included certain remarks in their report on the Restated Consolidated Financial Information.

The company has entered into, and will continue to enter into related party transactions. Its cannot assure you that such transactions, individuals or in the aggregate, will not have an adverse effect on its business, financial condition, results of operations and cash flows.

Its Promoters and Promoter Group provide the company with services which may result in conflict of interest in the event there is any service provider to the Company, which may provide similar services to the Company in the future. Further, conflict of interests between its Promoters or members of the company Promoter Group and lessors of the immovable properties, which are crucial for the operations of the Company, may arise in future, which may result in adverse effect on its business and results of operations.

The company has contingent liabilities, and its financial condition could be adversely affected if these contingent liabilities materialise.

Its may be unable to enforce the company rights under agreements with third parties due to inadequate stamping or non-registration of such agreements.

One of its Promoters does not have adequate experience in the company line of business and has not actively participated in the business activities its undertake, which may have an adverse impact on the management and operations of the Company.

The Company will not receive any proceeds from the Offer for Sale.

Its historical performance is not indicative of the company future growth or financial results and its may not be able to sustain the company historical growth rates.

Its central distribution centre is located in North India, which may expose its supply chain to regional risks, which in turn may adversely affect its business, results of operations, financial condition and cash flows.

If the company does not maintain its current relationships with third-party brands, or if the company fails to establish such new relationships, the quantity and variety of products offered at its stores may decline, which in turn may adversely affect its business, results of operations, financial condition and cash flows.

Its business is subject to seasonality, which may contribute to fluctuations in the company results of operations.

If the company is unable to adequately protect its intellectual property rights, the company brand reputation, competitive position and business may be adversely affected.

The company is required to obtain and maintain statutory and regulatory approvals in respect of the operations of its stores and distribution centres. Failures to obtain or maintain licenses, registrations, consents, permits and approvals may adversely affect its business, results of operations, financial condition and cash flows.

Significant disruptions of information technology systems or breaches of data security could have an adverse effect on its business, results of operations, financial condition and cash flows.

The launch of new brands that prove to be unsuccessful could affect its growth strategy, which in turn could adversely affect the company`s business, results of operations, financial condition and cash flows.

The company continue to operate its business pending receipt of approvals required for the company operations, which may lead to fines, penalties or actions taken by relevant authorities, which in turn may adversely affect its business, results of operations, financial condition and cash flows.

If the company is unable to effectively manage its growing operations or pursue its growth strategy of opening new stores, the company`s business, results of operations, financial condition and cash flows may be adversely affected.

Its may not be sufficiently protected or insured for certain losses that its may incur or claims that the company may faces against it.

Any disruptions in transportation services provided by third parties that the company engage may adversely affect its business, results of operations, financial condition and cash flows.

If the company is unable to establish and maintain an effective system of internal controls, its business and reputation could be adversely affected.

Its Directors, Key Managerial Personnel and Senior Management Personnel are interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

Its Promoters will continue to retain a significant shareholding in the company after this Offer, which will allow them to exercise significant influence over it and any substantial change in its Promoters` shareholding may have an impact on the trading price of the company Equity Shares which could have an adverse effect on its business, results of operations, financial condition and cash flows.

The company has made investments into its Subsidiaries, and the company depends on its Material Subsidiary, Airplaza Retail Holdings Private Limited, to operate its stores as well as its Vishal Mega Mart website and mobile application. If the company is unable to exercise control over its Subsidiaries for any reason in the future, the company`s business, results of operations, financial condition and cash flows may be adversely affected.

Its track certain operating metrics through the company internal systems and tools, which may result in inaccurate data or may be subject to changes in the future.

This Red Herring Prospectus contains information from third parties, including an industry report prepared by an independent third-party research agency, RedSeer Strategy Consultants Private Limited ("RedSeer"), which the company has commissioned and paid for purposes of confirming its understanding of the industry exclusively in connection with the Offer.