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Preliminary Placement Document

Terms of Use

IMPORTANT: YOU MUST READ AND AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THE FOLLOWING DISCLAIMER BEFORE CONTINUING. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS OUTSIDE INDIA. THESE MATERIALS ARE BEING MADE AVAILABLE ON THE WEBSITE OF V- MART RETAIL LIMITED (THE “COMPANY”) IN CONNECTION WITH A QUALIFIED INSTITUTIONS PLACEMENT AND IN COMPLIANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).

This disclaimer applies to all persons who view this website. The following disclaimer applies to the Company’s preliminary placement document dated 28-01-2021 (the “Preliminary Placement Document”) for the issue of Equity Shares (as defined in the Preliminary Placement Document) of the Company filed with BSE Limited and National Stock Exchange of India Limited. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Preliminary Placement Document. By accessing the Preliminary Placement Document, you agree to follow the following terms and conditions, including any modifications to them from time to time. The Preliminary Placement Document presented herein is placed solely to comply with the provisions of Chapter VI of the SEBI ICDR Regulations, Sections 42 and 62 of the Companies Act, 2013, as amended, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended (the “PAS Rules”) and other.

Applicable provisions of the Companies Act, 2013 and the rules framed thereunder, each as amended (the “Companies Act”). Making the Preliminary Placement Document available in electronic format on this website does not constitute an offer to sell or the solicitation of an offer to buy Equity Shares in the Issue in any jurisdiction. The offer of the Equity Shares in the Issue referred to in the Preliminary Placement Document is being made in reliance upon Chapter VI of the SEBI ICDR Regulations, and Sections 42 and 62 of the Companies Act read with Rule 14 of the PAS Rules on a private placement basis and is meant only for qualified institutional buyers (as defined in the SEBI ICDR Regulations (“QIBs”)) that are eligible to participate in the Issue and which are not excluded pursuant to Regulation 179(2)(b) of the SEBI ICDR Regulations and is not an offer to the public or to any other class of investors to sell, solicit or recommend the sale or purchase of securities. Unless a serially numbered Preliminary Placement Document has been addressed to a specific QIB inviting such QIB to make a bid through such application form, no offer and/or invitation of offer shall be deemed to have been made. None of the Company, the Book Running Lead Manager (as defined in the Preliminary Placement Document) or any of their respective affiliates or advisors, accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. Access to this website or access to the Preliminary Placement Document does not constitute a recommendation by the Company, the Book Running Lead Manage or any of their respective affiliates or advisors or any other party to subscribe to the Equity Shares in the Issue.

THE PRELIMINARY PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS OR A STATEMENT IN LIEU OF PROSPECTUS WITH ANY REGISTRARS OF COMPANIES IN INDIA UNDER THE COMPANIES ACT AND ARE NOT AND SHOULD NOT BE CONSTRUED AS AN INVITATION, OFFER OR SALE OF ANY EQUITY SHARES TO THE PUBLIC IN INDIA. THE PRELIMINARY PLACEMENT DOCUMENT SHALL BE SUBMITTED TO THE STOCK EXCHANGES (AS DEFINED IN THE PRELIMINARY PLACEMENT DOCUMENT). THE PRELIMINARY PLACEMENT DOCUMENT HAS NOT BEEN REVIEWED AND APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ABROAD, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA.

No action has been or will be taken by our Company or the Book Running Lead Manager that would permit an offering of the Equity Shares or distribution of this Preliminary Placement Document in any jurisdiction, other than India or Malaysia, where action for that purpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Preliminary Placement Document, nor any offering material in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. In particular, the Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. The Equity Shares offered in the Issue are being offered and sold only outside the United States in reliance on Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdiction where those offers and sales are made.

The information in this portion of our website, including the Preliminary Placement Document, is not for publication or distribution, directly or indirectly, in or into the United States and is not intended to be viewed by any person in the United States. The Preliminary Placement Document is intended for your information only. You are hereby notified that any forwarding, delivery, distribution or reproduction of the Preliminary Placement Document, in whole or in part, is strictly prohibited. Failure to comply with this disclaimer may result in a violation of the applicable laws. If you access the Preliminary Placement Document, you agree not to forward, deliver or distribute it, in whole or in part, to any other person. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company, the Book Running Lead Manager or any of their respective affiliates or their directors, officers and employees accepts any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Preliminary Placement

Document in electronic format. Any other information contained in, or that can be accessed via the Company’s website does not constitute a part of the Preliminary Placement Document. You are responsible for protecting against viruses and other destructive items. You are accessing this website at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. If you access the Preliminary Placement Document contrary to the foregoing restrictions, you will be ineligible to purchase the Equity Shares. You are reminded that you are accessing the Preliminary Placement Document on the basis that you have read and understood the disclaimer set out above. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the Preliminary Placement Document.

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Placement Document

Terms of Use

IMPORTANT: YOU MUST READ AND AGREE TO ABIDE BY THE TERMS AND CONDITIONS OF THE FOLLOWING DISCLAIMER BEFORE CONTINUING.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS OUTSIDE INDIA. THESE MATERIALS ARE BEING MADE AVAILABLE ON THE WEBSITE OF V-MART RETAIL LIMITED(THE “COMPANY”) IN CONNECTION WITH A QUALIFIED INSTITUTIONS PLACEMENT AND IN COMPLIANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).

This disclaimer applies to all persons who view this website. The following disclaimer applies to the Company’s placement document dated February 2, 2021 (the “Placement Document”) for the issue of Equity Shares (as defined in the Placement Document) of the Company filed with BSE Limited and National Stock Exchange of India Limited. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Placement Document. By accessing the Placement Document, you agree to follow the following terms and conditions, including any modifications to them from time to time.

The Placement Document presented herein is placed solely to comply with the provisions of Chapter VI of the SEBI ICDR Regulations, Sections 42 and 62 of the Companies Act, 2013, as amended, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended (the “PAS Rules”) and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, each as amended (the “Companies Act”). Making the Placement Document available in electronic format on this website does not constitute an offer to sell or the solicitation of an offer to buy Equity Shares in the Issue in any jurisdiction.

The offer of the Equity Shares in the Issue referred to in the Placement Document is being made in reliance upon Chapter VI of the SEBI ICDR Regulations, and Sections 42 and 62 of the Companies Act read with Rule 14 of the PAS Rules on a private placement basis and is meant only for qualified institutional buyers (as defined in the SEBI ICDR Regulations (“QIBs”)) that are eligible to participate in the Issue and which are not excluded pursuant to Regulation 179(2)(b) of the SEBI ICDR Regulations and is not an offer to the public or to any other class of investors to sell, solicit or recommend the sale or purchase of securities. Unless a serially numbered Placement Document has been addressed to a specific QIB inviting such QIB to make a bid through such application form, no offer and/or invitation of offer shall be deemed to have been made.

None of the Company, the Book Running Lead Manager (as defined in the Placement Document) or any of their respective affiliates or advisors, accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. Access to this website or access to the Placement Document does not constitute a recommendation by the Company, the Book Running Lead Manage or any of their respective affiliates or advisors or any other party to subscribe to the Equity Shares in the Issue.

THE PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS OR A STATEMENT IN LIEU OF PROSPECTUS WITH ANY REGISTRARS OF COMPANIES IN INDIA UNDER THE COMPANIES ACT AND ARE NOT AND SHOULD NOT BE CONSTRUED AS AN INVITATION, OFFER OR SALE OF ANY EQUITY SHARES TO THE PUBLIC IN INDIA. THE PLACEMENT DOCUMENT SHALL BE SUBMITTED TO THE STOCK EXCHANGES (AS DEFINED IN THE PLACEMENT DOCUMENT). THE PLACEMENT DOCUMENT HAS NOT BEEN REVIEWED AND APPROVED BY ANY REGULATORY AUTHORITY IN INDIA OR ABROAD, INCLUDING THE SECURITIES AND EXCHANGE BOARD OF INDIA, THE RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN INDIA OR ANY STOCK EXCHANGE IN INDIA.

No action has been or will be taken by our Company or the Book Running Lead Manager that would permit an offering of the Equity Shares or distribution of this Placement Document in any jurisdiction, other than India or Malaysia, where action for that purpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Placement Document, nor any offering material in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. In particular, the Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. The Equity Shares offered in the Issue are being offered and sold only outside the United States in reliance on Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdiction where those offers and sales are made.

The information in this portion of our website, including the Placement Document, is not for publication or distribution, directly or indirectly, in or into the United States and is not intended to be viewed by any person in the United States.

The Placement Document is intended for your information only. You are hereby notified that any forwarding, delivery, distribution or reproduction of the Placement Document, in whole or in part, is strictly prohibited. Failure to comply with this disclaimer may result in a violation of the applicable laws. If you access the Placement Document, you agree not to forward, deliver or distribute it, in whole or in part, to any other person.

You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Company, the Book Running Lead Manager or any of their respective affiliates or their directors, officers and employees accepts any liability or responsibility whatsoever in respect of alterations or changes which may have taken place during the course of transmission of the Placement Document in electronic format. Any other information contained in, or that can be accessed via the Company’s website does not constitute a part of the Placement Document.

You are responsible for protecting against viruses and other destructive items. You are accessing this website at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

If you access the Placement Document contrary to the foregoing restrictions, you will be ineligible to purchase the Equity Shares.

You are reminded that you are accessing the Placement Document on the basis that you have read and understood the disclaimer set out above. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the Placement Document.

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