The Directors of your Company have pleasure in presenting the Twenty Sixth Annual Report of Avenue Supermarts Limited (“theCompany”) together with the audited financial statements for the financial year ended 31st March, 2026.
FINANCIAL RESULTS
The Company's financial performance for the year ended 31st March, 2026 as compared to the previous financial year is summarisedbelow:
Particulars
Standalone
Consolidated
FY 2025-26
FY 2024-25
Income from operations
66,968.03
57,789.81
68,820.74
59,358.05
Other Income
128.02
174.02
74.10
124.31
Total Income
67,096.05
57,963.83
68,894.84
59,482.36
Expenses
62,777.55
54,080.66
64,813.22
55,809.69
Profit before tax
4,318.50
3,883.17
4,081.62
3,672.67
Less: Tax Expense
1,094.57
955.99
1,111.76
965.22
Profit after Tax
3,223.93
2,927.18
2,969.86
2,707.45
Other comprehensive Income (net of taxes)
(4.77)
(7.33)
(5.48)
(8.81)
Total Comprehensive income for the year
3,219.16
2,919.85
2,964.38
2,698.64
BUSINESS AND OPERATIONS
During the year under review, your Company expanded operationsby adding 85 new stores. The Company has presence across 15states, 1 union territory and NCR with a total of 500 stores as of31st March, 2026. We remain focused on our strategy of offeringour customers good quality products at great value, based on theEveryday Low Cost/ Everyday Low Price (EDLC/ EDLP) principle.
On standalone basis, the total income for FY 2026 was ?67,096.05crore, which is 15.76% more than the previous year's income of?57,963.83 crore. Our total income on consolidated basis for FY2026 was ?68,894.84 crore as against ?59,482.36 crore duringFY 2025. The net profit after tax (PAT) for FY 2026 stood at3,223.93 crore as against previous year's net profit of ?2,927.18crore thereby recording a growth of 10.14%.
Our net profit after tax (PAT) on consolidated basis for FY 2026amounted for ?2,969.86 crore in comparison to ?2,707.45 crorein the previous year.
There was no change in nature of business of the Company,during the year under review.
CREDIT RATING
CRISIL Ratings Limited has reaffirmed its Credit rating during theyear, as detailed below:
Total Bank Loan Facilities Rated C500 crores
Long-Term Rating CRISIL AAA/ Stable
(Reaffirmed)
During the year, ICRA Ratings Limited has assigned the followingrating to the Company's Commercial Paper:
Commercial
paper
C500 crores
Long-Term
Rating
[ICRA] A1 ; Rating reaffirmed and assigned forenhanced limit from C300 crore to C500 crore inFY 2025-26
CHANGES IN SHARE CAPITAL
Pursuant to exercise of stock options as per the AvenueSupermarts Limited Employee Stock Option Scheme, 2016 byemployees of the Company and that of its subsidiary companies,the Company allotted 12,26,055 equity shares of C10/- each atan exercise price of C299/- per equity share on 27th March, 2026.Consequently, the paid-up share capital of the Company standsincreased to C6,519,591,230/- divided into 651,959,123 equityshares of C10/- each upon allotment. During FY 2025-26, therewas no change in the authorised share capital of the Company.
The Company has neither issued any shares with differential rightsas to dividend, voting or otherwise nor issued any sweat equityshares during the year under review.
DIVIDEND
With a view to conserve resources for expansion of business, yourDirectors have thought it prudent not to recommend any dividendfor the financial year under review.
DIVIDEND DISTRIBUTION POLICY
The Company has in place a Dividend Distribution Policy inaccordance with Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 and the same isavailable on the Company's website athttps://www.dmartindia.com/investor-relationship
TRANSFER TO RESERVES
The Company has not transferred any amount of profit to thereserves during the financial year under review.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the applicable provisions of the CompaniesAct, 2013 including the relevant Indian Accounting Standards (IndAS) as issued by the Institute of Chartered Accountants of Indiaand notified under Section 133 of the Companies Act, 2013, thisAnnual Report includes Consolidated Financial Statements for thefinancial year 2025-26.
REPORT ON THE PERFORMANCE OF SUBSIDIARIES,ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has 5 (five) subsidiaries as on 31st March, 2026, asdescribed below:
ALIGN RETAIL TRADES PRIVATE LIMITED (ARTPL)
ARTPL, a wholly owned subsidiary of the Company, incorporatedon 22nd September, 2006, is engaged in the business of packingand selling of grocery products, spices, dry fruits, etc. Its revenuefrom operations for FY 2026 stood at C3,871.26 crore against?3,322.44 crore in the previous year and the Company recordednet profit after tax of C46.48 crore for FY 2026 against 37.56 crorefor FY 2025.
AVENUE FOOD PLAZA PRIVATE LIMITED (AFPPL)
AFPPL, a wholly owned subsidiary Company, was incorporatedon 8th June, 2004. It is engaged in the business of operatingfood outlets at DMart stores. The revenue from operations of theCompany for FY 2026 stood at C306.90 crore as against C226.50crore for FY 2025. The Company reported Profit after tax of ?9.39crore against loss after tax of C9.66 crore for previous year.
AVENUE E-COMMERCE LIMITED (AEL)
AEL, a subsidiary Company, incorporated on 11th November,2014 is engaged in the business of online and multi-channelgrocery retail under the brand name of DMart Ready. AEL allowsits customers to order a broad range of grocery and householdproducts through its mobile app and website www.dmart.in.
AEL completed 9 years of service in the E-commerce spacein January 2026. During the Financial Year 2025-26, itstrengthened DMart Ready's Home Delivery business across allthe cities it operates in. Its current service footprint includes atotal of 18 cities including the Mumbai Metropolitan Region. AELramped up its technology capabilities, enhanced its customerservice interfaces, improved speed of delivery and strengthenedits order fulfilment infrastructure through the net addition of 8 newFulfilment Centres.
AEL’s revenue from operations for FY 2026 stood at ?4,093.61crore vis-a-vis ?3,502.42 crore in the FY 2025. The Companyregistered a loss of C306.53 crore in FY 2026 against a loss ofC247.37 crore in FY 2025.
NAHAR SETH & JOGANI DEVELOPERS PRIVATELIMITED (NSJDPL)
NSJDPL, a subsidiary of the Company, was incorporated on21st February, 2014, with main object of, amongst others,development of land and construction. Revenue from operationsof the Company for FY 2026 was C0.83 crore and for FY 2025was C0.83 crore. The Company earned net profit after tax of ?0.74crore in FY 2026 against ?0.73 crore in FY 2025.
REFLECT HEALTHCARE AND RETAIL PRIVATE LIMITED(RHRPL)
RHRPL, a wholly owned subsidiary Company, was incorporatedon 28th May, 2018 as Reflect Wholesale and Retail Private Limited.The name of the Company was changed from Reflect Wholesaleand Retail Private Limited to Reflect Healthcare and Retail PrivateLimited w.e.f. 15th September, 2022.
The Company is in the business of operating pharmacy stores.The revenue from operations of the Company for FY 2026 wasC25.57 crore and for FY 2025 was C12.92 crore and the Companyregistered a loss of ?4.90 crore in FY 2026 against a loss of ?2.45crore in FY 2025.
The Company does not have any Joint Venture within the meaningof Section 2(6) of the Companies Act, 2013.
Pursuant to the first proviso to Section 129(3) of the CompaniesAct, 2013 read with Rule 5 and 8 of the Companies (Accounts)Rules, 2014, the salient features of the financial statements andperformance of each subsidiary in Form AOC-1 is disclosed underAnnexure-I and forms part of this Report.
Pursuant to the provisions of Section 136 of the Companies Act,2013, the financial statements of the Company, consolidatedfinancial statements and separate audited financial statementsin respect of subsidiaries are available on the website of theCompany under web-link https://www.dmartindia.com/investor-relationship.
The Company has formulated a Policy for determining materialsubsidiaries. The said policy is available on website of theCompany athttps://www.dmartindia.com/investor-relationship
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI ListingRegulations, the Company has adopted a Policy on the RelatedParty Transactions, which is available on the Company's websiteathttps://www.dmartindia.com/investor-relationship
All the related party transactions and subsequent modifications areplaced before the Audit Committee for their review and approval.Prior Omnibus approval is obtained before the commencement ofeach financial year, for the transactions that are repetitive in natureand for unforeseen transactions, subject to a prescribed financiallimit. A statement of all related party transactions is placed beforethe Audit Committee on a quarterly basis specifying the nature,value and terms & conditions of the transactions.
During the year under review, all the transactions entered into bythe Company with the Related Parties were at arm's length andin the ordinary course of business. These transactions were pre¬approved by the Independent Directors of the Audit Committee.The transactions entered by the Company with the related partiesduring the year were in compliance with the applicable provisionsof the Companies Act, 2013 and the Listing Regulations.
The transactions entered by the Company during the year underreview were also in conformity with the Company's Policy onRelated Party Transactions.
PARTICULARS OF LOANS, GUARANTEES,INVESTMENTS AND SECURITIES
Particulars of loans given, investments made, guarantees givenand securities provided during the year under review and ascovered under the provisions of Section 186 of the CompaniesAct, 2013 have been disclosed in the notes to the standalonefinancial statements forming part of the Annual Report.
MATTERS RELATED TO DIRECTORS AND KEYMANAGERIAL PERSONNEL
As on 31st March, 2026, the Board of Directors of the Companycomprised eight Directors, of which three are Executive Directors,one Non-executive Woman Director and four Independent Directors(including two Woman Independent Directors). The constitutionof the Board of Directors of the Company is in accordance withSection 149 of the Companies Act, 2013 and Regulation 17 of theListing Regulations and changes in Key Managerial Personnel ofthe Company as prescribed under Section 203 of the CompaniesAct, 2013, as amended from time to time.
Following changes have taken place in the Board of Directors andKey Managerial Personnel:
1. Mrs. Rita Teaotia (DIN: 02876666) was appointed as anIndependent Director of the Company w.e.f. 20th June, 2025.
2. Mr. Ignatius Navil Noronha (DIN: 01787989) ceased to be aManaging Director & CEO of the Company on completion ofhis term on 31st January, 2026.
3. Mr. Anshul Asawa, Chief Executive Officer Designate andSenior Management Personnel, was appointed as ChiefExecutive Officer and Key Managerial Personnel of theCompany with effect from 1st February, 2026.
Subsequently, he was appointed as Managing Director anddesignated as Chief Executive Officer of the Company for aperiod of 3 (three) years from 1st April, 2026 till 31st March,2029.
4. Mr. Chandrashekhar Bhave (DIN: 00059856), Chairman shallcease to be an Independent Director of the Company oncompletion of second consecutive term on 16th May, 2026.Accordingly, Ms. Kalpana Unadkat (DIN: 02490816) wasunanimously appointed as Chairperson of the Company bythe Board of Directors w.e.f. 1st April, 2026.
Directors retiring by rotation
Pursuant to the provisions of Section 152 of the Companies Act,2013 read with the relevant rules made thereunder, one-third ofthe Directors are liable to retire by rotation every year and if eligible,offer themselves for re-appointment at the AGM.
Mr. Bhaskaran N (DIN:10808853) and Mr. Elvin Machado (DIN:07206710), Directors being longest in the office, will be liable toretire by rotation at the ensuing Annual General Meeting of theCompany and being eligible, they have offered themselves for re¬appointment.
Pursuant to Regulation 36 of the Listing Regulations read withSecretarial Standard-2 on General Meetings, necessary detailsof Mr. Bhaskaran N and Mr. Elvin Machado, are provided as anAnnexure to the Notice of the Annual General Meeting.
Declarations by Independent Directors
In accordance with Section 149(7) of the Companies Act, 2013,and Regulation 25(8) of the Listing Regulations, as amended,each Independent Director of the Company has provided awritten declaration confirming that he/she meets the criteriaof independence as stipulated under Section 149(6) of theCompanies Act, 2013 and Regulation 16(1 )(b) of the ListingRegulations.
In the opinion of the Board, Independent Directors fulfil theconditions specified in Companies Act, 2013 read with theSchedules and Rules issued thereunder as well as ListingRegulations and are independent from Management.
All the Independent Directors of the Company have enrolled theirnames in the online database of Independent Directors maintainedwith the Indian Institute of Corporate Affairs in terms of Section 150of the Companies Act, 2013 read with Rule 6 of the Companies(Appointment & Qualification of Directors) Rules, 2014.
Familiarisation Programme for Independent Directors
The Company arranges detailed presentations at the Boardmeetings to familiarize Independent Directors with the Company'sbusiness, strategy, annual plan and budget, operations, etc.Functional heads are invited to provide update and insights in theareas of HR, Supply chain and logistics, IT and Cyber Security,IFC, ESG and CSR, etc. Directors are regularly briefed on theregulatory changes and legal updates applicable to the Company.This facilitates Board interaction and engagement with the SeniorManagement team.
The details of the training and familiarisation programmesarranged by the Company during FY 2025-26 are disclosed on theCompany's website under the web-linkhttps://www.dmartindia.com/investor-relationship
DISCLOSURES RELATED TO BOARD, COMMITTEESAND POLICIES AS ON 31st MARCH, 2026
Board Meetings
The Board of Directors met 6 (six) times during the financial yearunder review. The details of the Board meetings and attendance ofeach Director thereat are provided in the Corporate GovernanceReport forming part of the Annual Report.
Audit Committee
The Company's Audit Committee composition is in line with therequirements of Section 177 of the Companies Act, 2013 andRegulation 18 of the Listing Regulations. The composition of theAudit Committee is as under:
Sr.
No.
Name
Category Designation
Designation
1.
Ms. Kalpana UnadkatA
Non-Executive andIndependent Director
Chairperson
2.
Mr. ChandrashekharBhave
Member
3.
Mr. HarishchandraBharuka*
4.
Mrs. Rita Teaotia#
5.
Mrs. Manjri Chandak
Non-Executive Director
*Mr. Harishchandra Bharuka was appointed as member of the Audit committee on 1stFebruary, 2026 and was appointed as Chairman of the Committee w.e.f. 1st April, 2026#Mrs. Rita Teaotia was appointed as member of the Audit committee w.e.f. 1stFebruary, 2026
AMs. Kalpana Unadkat shall continue as a Member of the Committee w.e.f. 1st April,2026
The terms of reference of the Audit Committee, the details ofmeetings held, and attendance of Committee Members areprovided in the Corporate Governance Report forming part of theAnnual Report.
The Members of the Audit Committee are financially literate andhave requisite accounting and financial management expertise.During the year under review, all the recommendations made bythe Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee(“NRC”) is in conformity with the provisions of the Section 178of the Companies Act, 2013 and Regulation 19 of the ListingRegulations.
The composition of the Nomination and Remuneration Committeeis as under:
Mrs. Rita Teaotia*
*Mrs. Rita Teaotia, was appointed as member of the Nomination and Remunerationcommittee on 1st February, 2026 and Chairperson w.e.f. 1st April, 2026AMs. Kalpana Unadkat shall continue as a Member of the Committee w.e.f.1st April, 2026
The terms of reference of the Nomination and RemunerationCommittee, the particulars of meetings held and attendance ofCommittee Members are provided in the Corporate GovernanceReport, which forms part of the Annual Report.
The Company has formulated a Nomination and RemunerationPolicy, which sets standards for appointment, remuneration andevaluation of the Directors, Key Managerial Personnel, SeniorManagement Personnel and other employees of the Company.
The said policy inter-alia other matters include the criteria fordetermining qualifications, attributes, independence of Directorsas required under sub-Section (3) of Section 178 of the CompaniesAct, 2013 and the Listing Regulations.
The Nomination and Remuneration Policy of the Company isavailable on the Company's website under the web-linkhttps://www.dmartindia.com/investor-relationship
Stakeholders Relationship Committee
The Stakeholders Relationship Committee has been constitutedby the Board of Directors in compliance with the provisions ofSection 178 of the Companies Act, 2013 and Regulation 20 of theListing Regulations.
Ms. Kalpana Unadkat
Mr. Ramakant Baheti
Whole Time Director
The brief terms of reference of the Stakeholders' RelationshipCommittee, particulars of meetings of the Committee andattendance thereat are provided in the Corporate GovernanceReport, which forms part of the Annual Report.
Corporate Social Responsibility Committee
In accordance with the provisions of Section 135 of the CompaniesAct, 2013 read with Companies (Corporate Social ResponsibilityPolicy) Rules, 2014, as amended from time to time, the Boardof Directors of the Company has constituted Corporate SocialResponsibility (CSR) Committee.
The brief outline of the Company's CSR initiatives undertakenduring the year under review is furnished in Annexure-II inthe format as prescribed in the Companies (Corporate SocialResponsibility Policy) Rules, 2014, as amended from time totime. The Company's CSR Policy is placed on the website of theCompanyhttps://www.dmartindia.com/investor-relationship
The composition of the CSR Committee is as under:
Chairman
Ms. Kalpana Unadkaf
Executive Director
The brief terms of reference, details of meetings held, andattendance thereat are provided in the Corporate GovernanceReport forming part of the Annual Report.
Risk Management Committee
Pursuant to Regulation 21 of the Listing Regulations, the Boardconstituted Risk Management Committee to frame, implementand monitor risk management plan of the Company. The Board hasadopted the Risk Management Policy and framework to mitigateforeseeable risks, avoid events, situations or circumstances, whichmay lead to negative consequences on the Company's businesses.The major risks identified are systematically approached throughmitigating actions on continual basis. Risk evaluation is an ongoingand continuous process within the Company, and it is regularlyupdated to the Board of the Company. The Risk ManagementCommittee has been entrusted with the responsibility to assist theBoard in overseeing and approving the Company's enterprise-widerisk management framework. A detailed analysis of the businessrisks and opportunities is given under Management Discussionand Analysis Report. The composition of the Risk ManagementCommittee is as under:
Mr. ChandrashekharBhave1
Ms. KalpanaUnadkat
Mr. Anshul Asawa#
Chief Executive Officer(Managing Director &CEO w.e.f. 1st April,2026)
6.
Mr. Bhaskaran N
7.
Mr. Niladri Deb
Chief Financial Officer
8.
Mr. BiswabrataChakravorty
Group Chief Digital &Information Officer
9.
Mr. Vikram Bhatia
Senior VP - InformationTechnology
Director’s Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, inrelation to the audited financial statements of the Company forthe year ended 31st March, 2026; the Board of Directors herebyconfirms that:
a) in the preparation of annual accounts, the applicableaccounting standards had been followed along with properexplanation relating to material departures;
b) such accounting policies have been selected and appliedconsistently and the Directors made judgements andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company asat 31st March, 2026 and of the profit of the Company forthat year;
c) proper and sufficient care was taken for the maintenanceof adequate accounting records in accordance with theprovisions of this Act, for safeguarding the assets of theCompany and for preventing and detecting fraud andother irregularities;
d) the annual accounts of the Company have been prepared ona going concern basis;
e) they have laid down internal financial controls to be followedby the Company and such internal financial controls areadequate and operating effectively;
f) proper systems have been devised to ensure compliancewith the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
Vigil Mechanism
Pursuant to the provisions of Section 177(9) of the Companies Act,2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules, 2014, and in accordance with Regulation 22 of theListing Regulations, the Company had adopted ‘Vigil MechanismPolicy' for Directors, Employees and other Stakeholders of theCompany to report concerns about unethical behaviour.
The policy provides a mechanism, which ensures adequatesafeguards to Employees, Directors and other stakeholders fromany victimisation on raising concerns of any violations of legal orregulatory requirements, incorrect or misrepresentation of any,financial statements and reports, and so on. The employees of theCompany have the right/ option to report their concern/ grievanceto chairperson of the Audit Committee.
The Company is committed to adhere to the highest standards ofethical, moral and legal conduct of business operations. The VigilMechanism Policy is hosted on the Company's websitehttps://www.dmartindia.com/investor-relationship
Annual Evaluation of Directors, Committees and Board
Pursuant to the provisions of the Companies Act, 2013 and as perthe Listing Regulations, the Board of Directors carried out annualperformance evaluation of its own performance, the directorsindividually as well as the working of its committees.
The performance of the Board as a whole and of its committeeswas evaluated by the Board through structured questionnairewhich covered various aspects such as adequacy of compositionof Board and its Committees, execution and performance ofspecific duties and obligations, preparedness and participationin discussions, quality of inputs, effectiveness of the functionsallocated, relationship with management, appropriateness andtimeliness of information etc.
Taking into consideration the responses received from theIndividual Directors to the questionnaire, the performance ofthe Board and its Committees was evaluated. The Directorsexpressed their satisfaction with the evaluation process.
In terms of requirements of Schedule IV of the CompaniesAct, 201 3, a separate meeting of Independent Directors of theCompany was held on Saturday, 10th January, 2026 to review: 1
• The performance of the Chairman of the Company, takinginto account the views of executive directors and non¬executive directors;
• The functioning of the Committees and the Board as a whole;
• To assess the quality, quantity and timeliness of the flow ofinformation between Company Management and the Board.Performance evaluation of Independent Directors was doneby the entire Board, excluding the Independent Directorbeing evaluated.
PARTICULARS OF EMPLOYEES
The disclosure pertaining to remuneration and other details asrequired under Section 197(12) of the Companies Act, 2013 readwith Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 is annexed to this Reportas Annexure-III.
In terms of Section 136(1) of the Act, details of employeeremuneration as required under provisions of Section 197of the Companies Act, 2013 and rule 5(2) and rule 5(3) of theCompanies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 are available for inspection. Any memberinterested in obtaining a copy of the same may write to Companyatinvestorrelations@dmartindia.comfrom their registered e-mailaddress.
Employee Stock Option Schemes
The Members of the ESOP Committee vide circular resolutiondated 14th March, 2017 approved grant of 1,39,73,325 options atthe exercise price of ?299/- per option under the ESOP Scheme2016 to 4,747 eligible employees of the Company, irrespective oftheir grade, pursuant to the eligibility criteria stipulated under theESOP Scheme 2016.
The Nomination and Remuneration Committee at its meeting heldon 1st September, 2023 and on 13th January, 2024 approved thegrant of Options under the ESOP Scheme 2023 to the eligibleemployees of the Company and its subsidiary companies, asdetailed below:
1) 12,37,250 options at the exercise price of C3,350/- peroption and
2) 125,000 options at the exercise price of C3,420/- per optionrespectively.
Pursuant to exercise of stock options as per the AvenueSupermarts Limited Employee Stock Option Scheme, 2016by employees of the Company and that of its subsidiarycompanies, the Company allotted 12,26,055 equity shares ofC10/- each at an exercise price of C299/- per equity share on27th March, 2026.
In terms of the provisions of the SEBI (Share-Based EmployeeBenefits and Sweat Equity) Regulations, 2021, the details of theStock Options granted under the aforesaid ESOP Schemes areuploaded on the website of the Companyhttps://www.dmartindia.com/investor-relationship
The ESOP Schemes formulated by the Company are inaccordance with the provisions of the Companies Act, 2013, asamended and the Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021.
The certificates from the Secretarial Auditor of the Company
i.e. M/s Rathi and Associates, Practicing Company Secretariesof the Company, have been obtained by the Company withrespect to implementation of Employee Stock Option Schemesof the Company and the same shall be available for inspection byMembers who request for the same by sending e-mail to Companyatinvestorrelations@dmartindia.comfrom their registered e-mailaddress.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY
The details of the internal financial control systems and theiradequacy are included in the Management Discussions andAnalysis Report, which forms part of the Annual Report.
AUDITORS AND REPORTS
The matters relating to the Auditors and their Reports are as under:Statutory Auditors
S R B C & Co LLP, Chartered Accountants (Firm Registration No.324982E/E300003) were re-appointed as Statutory Auditors ofthe Company at the 22nd Annual General Meeting (AGM) held on17th August, 2022, to hold office till the conclusion of 27th AGM ofthe Company. The Auditors have issued an unmodified opinionon the Financial Statements, both standalone and consolidatedfor the financial year ended 31st March, 2026. The said Auditors'Report for the financial year ended 31st March, 2026 on thefinancial statements of the Company forms part of this AnnualReport.
Observations of Statutory Auditors on Accounts for theyear ended 31st March, 2026
The Auditors Report for the financial year ended 31st March, 2026does not contain any qualification, adverse remark or reservationand therefore, do not call for any further explanation or commentsfrom the Board under Section 134(3) of the Companies Act, 2013.
The Auditors have not reported any matter to the Companyrequired to be disclosed under Section 143(12) of the CompaniesAct, 2013.
Secretarial Auditor and Secretarial Audit Report for theyear ended 31st March, 2026
M/s Rathi and Associates, a Firm of Practicing CompanySecretaries were appointed as Secretarial Auditors of theCompany at the 25th AGM held on 12th August, 2025, to holdoffice from 1st April, 2025 till 31st March, 2030 as the SecretarialAuditors of the Company.
The Secretarial Audit Report in Form MR-3 for the financial year2025-26 is disclosed under Annexure-IV and forms part tothis report. The Secretarial Audit Report does not contain anyqualifications, reservations or adverse remarks.
Internal Audit and Control
The Company has a robust internal audit system for assessmentof audit findings and its mitigation. The Internal Audit functioncovers all the stores, distribution centers, inventory audit, stocktakes, audit for project related accounts, corporate accounts etc.
The Internal Auditor of the Company directly reports to the AuditCommittee on functional matters. The Audit Committee reviewsinternal audit reports and internal control measures at its quarterlymeetings. The Company's internal controls are commensuratewith the size and operations of the business. Continuous internalmonitoring mechanism ensures timely identification and redressalof issues.
OTHER DISCLOSURES:
Other disclosures as per the provisions of Section 134 of theCompanies Act, 2013 read with Companies (Accounts) Rules,2014 are furnished as under:
Annual Return
In terms of Section 92(3) of the Companies Act, 2013 readwith Section 134(3)(a) of the Companies Act, 2013, the AnnualReturn of the Company as on 31st March, 2026 is available onthe Company's website athttps://www.dmartindia.com/investor-relationship
Conservation of Energy, Technology Absorption andForeign Exchange Earnings and Outgo
The particulars as required to be furnished as per the provisions ofSection 134(3) of the Companies Act, 2013 read with Rule 8 of theCompanies (Accounts) Rules, 2014 with respect to conservationof energy, technology absorption, foreign exchange earnings andoutgo are disclosed under Annexure-V, which forms part of thisReport.
Report on Corporate Governance and ManagementDiscussion and Analysis
A separate report on Corporate Governance is provided togetherwith the Certificate from the Practicing Company Secretariesconfirming compliance of conditions of Corporate Governanceas stipulated under the Listing Regulations. Pursuant to theprovisions of Regulation 34 read with Schedule V of the ListingRegulations, a report on Management Discussion & Analysis isattached separately, which forms part of this Annual Report.
Business Responsibility and Sustainability Report (BRSR)
In accordance with the provisions of Regulation 34 of the ListingRegulations, the BRSR forms part of this Annual Report and thesame is in line with the SEBI requirement based on the ‘NationalVoluntary Guidelines on Social, Environmental and EconomicResponsibilities of Business' notified by Ministry of CorporateAffairs (MCA).
Further, the Assurance Statement on BRSR Core also forms partof this Annual Report and is also available on the Company'sWebsite.
Secretarial Standards Compliance
During the year under review, the Company has compliedwith all the applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India and approved by theCentral Government pursuant to Section 118 of the CompaniesAct, 2013.
Disclosure related to Maternity Benefits Act, 1961
During the year under review, the Company has complied with theprovisions of the Maternity Benefit Act, 1961.
Disclosures as per the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act,2013
The Company maintains a zero-tolerance policy towards sexualharassment at the workplace and has adopted a policy onprevention, prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 and the rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. The Companyhas complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details of complaints reported under Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act,2013 during FY 2025-26 are as follows:
No. of complaints received during the year
2
No. of complaints disposed off during the year
No. of complaints pending as on 31st March, 2026
0
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions for the
same during the year under review:
1. Deposits covered under Chapter V of the Companies Act,2013;
2. Material changes and/or commitments that could affect theCompany's financial position, which have occurred betweenthe end of the financial year of the Company and the date ofthis report;
3. Significant or material orders passed by the Regulators orCourts or Tribunals, impacting the going concern status andCompany's operations in future;
4. Non-exercising of voting rights in respect of sharespurchased directly by employees under a scheme pursuantto Section 67(3) of the Companies Act, 2013 read withRule 16(4) of Companies (Share Capital and Debentures)Rules, 2014;
5. Receipt of any remuneration or commission from any ofits subsidiary companies by the Managing Director or theWhole-Time Directors of the Company;
6. Revision of the financial statements pertaining to previousfinancial periods during the financial year under review;
7. Maintenance of cost records as per sub-Section (1) ofSection 148 of the Companies Act, 2013;
8. Frauds reported as per Section 143(12) of the CompaniesAct, 2013;
9. The details of application made or any proceeding pendingunder the Insolvency and Bankruptcy Code, 2016 (31 of2016) during the year along with their status as at the end ofthe financial year and;
10. The details of difference between amount of the valuationdone at the time of one-time settlement and the valuationdone while taking loan from the Banks or Financial Institutionsalong with the reasons thereof.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Board takes this opportunity to thank Company's employeesat all levels for their hard work and commitment. Your Board alsoplaces on record its sincere appreciation for the continued supportreceived from the customers, members, suppliers, bankers,financial institutions and all other business partners/associates.
For and on behalf of the Board of Directors ofAvenue Supermarts Limited
Anshul Asawa Ramakant Baheti
Managing Director & CEO Whole-time Director & Group CFODIN: 11400809 DIN: 00246480
Date: 2nd May, 2026Place: Thane
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The performance of Non-Independent Directors and theBoard as a whole and its committees thereof;