The Directors of your Company have pleasure in presenting the Twenty Fifth Annual Report of Avenue Supermarts Limited (“the Company”) together with the audited financial statements for the financial year ended 31st March, 2025.
FINANCIAL PERFORMANCE
The Company's financial performance for the year ended 31st March, 2025 as compared to the previous financial year is summarised below:
|
(' in crore)
|
|
Particulars
|
Standalone
|
Consolidated
|
|
FY 2024-25
|
FY 2023-24
|
FY 2024-25
|
FY 2023-24
|
|
Income from operations
|
57,789.81
|
49,532.95
|
59,358.05
|
50,788.83
|
|
Other Income
|
174.02
|
189.05
|
124.31
|
146.45
|
|
Total Income
|
57,963.83
|
49,722.00
|
59,482.36
|
50,935.28
|
|
Expenses
|
54,080.66
|
46,110.62
|
55,809.69
|
47,473.95
|
|
Profit before tax
|
3,883.17
|
3,611.38
|
3,672.67
|
3,461.33
|
|
Less: Tax Expense
|
955.99
|
916.46
|
965.22
|
925.72
|
|
Profit after Tax
|
2,927.18
|
2,694.92
|
2,707.45
|
2,535.61
|
|
Other comprehensive Income (net of taxes)
|
(7.33)
|
(7.60)
|
(8.81)
|
(8.81)
|
|
Total Comprehensive income for the year
|
2,919.85
|
2,687.32
|
2,698.64
|
2,526.80
|
during FY 2024. The net profit after tax (PAT) for FY 2025 stood at '2,927.18 crore as against previous year's net profit of '2,694.92 crore thereby recording a growth of 8.62%.
Our net profit after tax (PAT) on consolidated basis for FY 2025 amounted for '2,707.45 crore in comparison to '2,535.61 crore in the previous year.
There was no change in nature of business of the Company, during the year under review.
BUSINESS AND OPERATIONS
During the year under review, your Company expanded operations by adding 50 new stores. The Company has presence across 10 states, 1 union territory and NCR with a total of 415 stores as of 31st March, 2025. We remain focused on our strategy of offering our customers good quality products at great value, based on the Everyday Low Cost/Everyday Low Price (EDLC/EDLP) principle.
On standalone basis, the total income for FY 2025 was '57,963.83 crore, which is 16.58% more than the previous year's income of '49,722 crore. Our total income on consolidated basis for FY 2025 was '59,482.36 crore as against '50,935.28 crore
|
CREDIT RATING
CRISIL Ratings Limited has revised its Credit rating during the year, as detailed below:
Total Bank Loan Facilities Rated 500 crore
Long-Term Rating CRISIL AAA/Stable (Upgraded from ‘CRISIL AA /Positive')
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CHANGES IN SHARE CAPITAL
During FY 2024-25, there was no change in the authorised and paid-up share capital of the Company. The paid-up share capital of the Company as on 31st March, 2025 was '6,507,330,680.
The Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor issued any sweat equity shares during the year under review.
DIVIDEND
With a view to conserve resources for expansion of business, your Directors have thought it prudent not to recommend any dividend for the financial year under review.
DIVIDEND DISTRIBUTION POLICY
The Company has in place a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on the Company's website at https://www.dmartindia.com/investor-relationship
TRANSFER TO RESERVES
The Company has not transferred any amount of profit to the reserves during the financial year under review.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the applicable provisions of the Companies Act, 2013 including the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and notified under Section 133 of the Companies Act, 2013, this Annual Report includes Consolidated Financial Statements for the financial year 2024-25.
REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has 5 subsidiaries as on 31st March, 2025, as described below:
ALIGN RETAIL TRADES PRIVATE LIMITED (ARTPL)
ARTPL, a wholly-owned subsidiary of the Company, incorporated on 22nd September, 2006, is engaged in the business of packing and selling of grocery products, spices, dry fruits, etc. Its revenue from operations for FY 2025 stood at '3,322.44 crore against '2,796.53 crore in the previous year and the Company recorded net profit after tax of '37.56 crore for FY 2025 against '33.20 crore for FY 2024.
AVENUE FOOD PLAZA PRIVATE LIMITED (AFPPL)
AFPPL, a wholly-owned subsidiary Company, was incorporated on 8th June, 2004. It is engaged in the business of operating food outlets at DMart stores. The revenue from operations of the Company for FY 2025 stood at '226.50 crore as against '177.09 crore for FY 2024. The Company reported loss after tax of '9.66 crore against loss after tax of '5.80 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-channel grocery retail under the brand name of DMart Ready. AEL allows its customers to order a broad range of grocery and household products through its mobile app and website www.dmart.in.
AEL completed 8 years of service in the E-commerce space in January 2025. During the Financial Year 2024-25, it continued to expand DMart Ready's service coverage to include 50 more pin codes and two additional cities of Nashik and Amritsar. Its current service footprint includes a total of 25 cities. In addition to its primary brand Dmart Ready, AEL also operates 17 small format grocery stores under the brand name, Dmart miniMAX.
AEL’s revenue from operations for FY 2025 stood at '3,502.42 crore vis-a-vis '2,899.20 crore in the FY 2024. The Company registered a loss of '247.37 crore in FY 2025 against a loss of '184.82 crore in FY 2024.
NAHAR SETH & JOGANI DEVELOPERS PRIVATE LIMITED (NSJDPL)
NSJDPL, a subsidiary of the Company, was incorporated on 21st February, 2014, with main object of, amongst others, development of land and construction. Revenue from operations of the Company for FY 2025 was '0.83 crore and for FY 2024 was '0.81 crore. The Company earned net profit after tax of '0.73 crore in FY 2025 against '0.12 crore in FY 2024.
REFLECT HEALTHCARE AND RETAIL PRIVATE LIMITED (RHRPL)
RHRPL, a wholly-owned subsidiary Company, was incorporated on 28th May, 2018 as Reflect Wholesale and Retail Private Limited. The name of the Company was changed from Reflect Wholesale and Retail Private Limited to Reflect Healthcare and Retail Private Limited 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 2025 was '12.92 crore and FY 2024 was '3.16 crore and the Company registered a loss of '2.45 crore in FY 2025 against a loss of '0.69 crore in FY 2024.
The Company does not have any Joint Venture within the meaning of Section 2(6) of the Companies Act, 2013.
Pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, the salient features of the financial statements and performance of each subsidiary in Form AOC-1 is disclosed under Annexure-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, consolidated financial statements and separate audited financial statements in respect of subsidiaries are available on the website of the Company under web-link https://www.dmartindia.com/investor-relationship. The Company has formulated a Policy for determining material
subsidiaries. The said policy is available on website of the Company at https://www.dmartindia.com/investor-relationship
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted a Policy on the Related Party Transactions, which is available on the Company's website at https://www.dmartindia.com/investor-relationship
All the related party transactions and subsequent modifications are placed before the Audit Committee for their review and approval. Prior Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and for transactions which are not foreseen (subject to a financial limit). A statement of all related party transactions is placed before the 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 by the Company with the Related Parties were at arm's length and in the ordinary course of business. These transactions were preapproved by the Independent Directors of the Audit Committee. The transactions entered by the Company with the related parties during the year were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The details of actual transactions were reviewed by the Audit Committee on a quarterly basis.
The transactions entered by the Company during the year under review were in conformity with the Company's Policy on Related Party Transactions.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
Particulars of loans given, investments made, guarantees given and securities provided during the year under review and as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the standalone financial statements forming part of the Annual Report.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on date of the report, the Board of Directors of the Company comprises of Eight Directors, of which Four are Executive Directors, one Non-Executive Woman Director and three Independent Directors (including Woman Independent Director). The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, as amended from time to time.
Following changes have taken place in the Board of Directors during the year under review:
Appointment of Mr. Bhaskaran N
The Board of Directors at their meeting held on 16th October, 2024 approved appointment of Mr. Bhaskaran N (DIN: 10808853) as a Whole-time Director of the Company for a term of two years with effect from 17th October, 2024.
Subsequently, the shareholders approved his appointment through Postal Ballot on 4th December, 2024.
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 of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM.
Mrs. Manjri Chandak (DIN: 03503615) and Mr. Ramakant Baheti (DIN: 00246480), Directors being longest in the office, are liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, they have offered themselves for reappointment.
Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mrs. Manjri Chandak and Mr. Ramakant Baheti, have been provided as an Annexure to the Notice of the Annual General Meeting.
Key Managerial Personnel
During the year under review, there was no change in Key Managerial Personnel of the Company as prescribed under Section 203 of the Companies Act, 2013.
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 a written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.
In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management.
All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of 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 Board meetings to familiarise Independent Directors with the Company's business, strategy, annual plan and budget, operations, etc. Functional heads are invited to provide update and insights in the areas of HR, Supply chain and logistics, IT and Cyber Security, IFC, ESG and CSR, etc. Directors are regularly briefed on the regulatory changes and legal updates applicable to the Company. This facilitates Board interaction and engagement with the Senior Management team.
The details of the training and familiarisation programmes arranged by the Company during FY 2024-25 are disclosed on the Company's website under the web-link https://www.dmartindia.com/investor-relationship
The Nomination and Remuneration Policy of the Company is available on the Company's website under the web-link https://www.dmartindia.com/investor-relationship
Stakeholders Relationship Committee
The Stakeholders Relationship Committee was constituted by the Board of Directors in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.
|
Sr.
No.
|
Name
|
Category
Designation
|
Designation
|
|
1.
|
Mrs. Manjri Chandak
|
Non-Executive Director
|
Chairperson
|
|
2.
|
Ms. Kalpana Unadkat (w.e.f. 1st April, 2024)
|
Non-Executive and Independent Director
|
Member
|
|
3.
|
Mr. Ramakant Baheti
|
Executive Director
|
Member
|
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIESBoard Meetings
The Board of Directors met Six (6) times during the financial year under review. The details of the Board meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.
Audit Committee
The Company's Audit Committee composition is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The composition of the Audit Committee is as under:
|
Sr.
No.
|
Name
|
Category
Designation
|
Designation
|
|
1.
|
Ms. Kalpana Unadkat (w.e.f. 1st April, 2024)
|
Non-Executive and Independent Director
|
Chairperson
|
|
2.
|
Mr. Chandrashekhar Bhave
|
Non-Executive and Independent Director
|
Member
|
|
3.
|
Mrs. Maniri Chandak
|
Non-Executive Director
|
Member
|
The terms of reference of the Audit Committee and the particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.
The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee is as under:
|
Sr.
No.
|
Name
|
Category
Designation
|
Designation
|
|
1.
|
Ms. Kalpana Unadkat (w.e.f. 1st April, 2024)
|
Non-Executive and Independent Director
|
Chairperson
|
|
2.
|
Mr. Chandrashekhar Bhave
|
Non-Executive and Independent Director
|
Member
|
|
3.
|
Mrs. Manjri Chandak
|
Non-Executive
Director
|
Member
|
The terms of reference of the Nomination and Remuneration Committee and the particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.
The Company has formulated a Nomination and Remuneration Policy, which sets standards for appointment, remuneration and evaluation of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.
The said policy inter-alia other matters include the criteria for determining qualifications, attributes, independence of Directors as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the Listing Regulations.
The brief terms of reference of the Stakeholders' Relationship Committee and particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.
Corporate Social Responsibility Committee
In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee.
The brief outline of the Company's CSR initiatives undertaken during the year under review is furnished in Annexure-II in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The Company's CSR Policy is placed on the website of the Company https://www.dmartindia.com/investor-relationship
The composition of the CSR Committee is as under:
|
Sr.
No.
|
Name
|
Category
Designation
|
Designation
|
|
1.
|
Mr. Chandrashekhar Bhave
|
Non-Executive and Independent Director
|
Chairman
|
|
2.
|
Mrs. Manjri Chandak
|
Non-Executive Director
|
Member
|
|
3.
|
Mr. Ramakant Baheti
|
Executive Director
|
Member
|
The brief terms of reference, particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.
Risk Management Committee
Pursuant to Regulation 21 of the Listing Regulations, the Board constituted Risk Management Committee to frame, implement and monitor risk management plan of the Company. The Board has adopted the Risk Management Policy and framework to mitigate foreseeable risks, avoid events, situations or circumstances, which may lead to negative consequences on the Company's businesses. The major risks identified are systematically approached through
Director’s Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2025; the Board of Directors hereby confirms that:
a) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for that year;
c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts of the Company have been prepared on a going concern basis;
mitigating actions on continual basis. Risk evaluation is an ongoing and continuous process within the Company, and it is regularly updated to the Board of the Company. The Risk Management Committee has been entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise-wide risk management framework. A detailed analysis of the business risks and opportunities is given under Management Discussion and Analysis Report.
The composition of the Risk Management Committee is as under:
|
Sr.
No.
|
Name
|
Category Designation
|
Designation
|
|
1.
|
Mr. Ignatius Navil Noronha
|
Executive Director
|
Chairman
|
|
2.
|
Mr. Ramakant Baheti
|
Executive Director
|
Member
|
|
3.
|
Ms. Kalpana Unadkat
|
Non-Executive and Independent Director
|
Member
|
|
4.
|
Mrs. Manjri Chandak
|
Non-Executive Director
|
Member
|
|
5.
|
Mr. Bhaskaran N
|
Executive Director
|
Member
|
|
6.
|
Mr. Niladri Deb
|
Chief Financial Officer
|
Member
|
|
7.
|
Mr. Vikram Bhatia
|
Sr. VP - Information Technology
|
Member
|
|
8.
|
Mr. Biswabrata Chakravorty*
|
Group Chief Digital & Information Officer
|
Member
|
|
*The
|
Risk Management Committee
|
was re-constituted on 11th
|
January, 2025 by
|
|
induction of Mr. Biswabrata Chakravorty, Group Chief Digital & Information Officer as a Member of the Committee.
|
e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems 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 its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted ‘Vigil Mechanism Policy' for Directors, Employees and other Stakeholders of the Company to report concerns about unethical behaviour.
The policy provides a mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, and so on. The employees of the Company have the right/option to report their concern/grievance to Chairperson of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is hosted on the Company's website https://www.dmartindia.com/investor-relationship
Annual Evaluation of Directors, Committees and Board
Pursuant to the provisions of the Companies Act, 2013 and as per the Listing Regulations, the Board of Directors carried out annual performance evaluation of its own performance, individual directors as well as the working of its committees.
The performance of the Board as a whole and of its committees was evaluated by the Board through structured questionnaire which covered various aspects such as adequacy of composition of Board and its Committees, execution and performance of specific duties and obligations, preparedness and participation in discussions, quality of inputs, effectiveness of the functions allocated, relationship with management, appropriateness and timeliness of information etc.
Taking into consideration the responses received from the Individual Directors to the questionnaire, the performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.
In terms of requirements of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors of the Company was held on Saturday, 11th January, 2025 to review:
• The performance of non-independent directors and the Board as a whole and its committees thereof;
• The performance of the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors;
• To assess the quality, quantity and timeliness of the flow of information between the Management and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
PARTICULARS OF EMPLOYEES
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-III.
In terms of Section 136(1) of the Act, details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection. Any member interested in obtaining a copy of the same may write to Company at investorrelations@dmartindia.com from their registered e-mail address.
Employee Stock Option Schemes
The Members of the ESOP Committee vide circular resolution dated 14th March, 2017 approved grant of 1,39,73,325 options at the exercise price of '299/- per option under the ESOP Scheme 2016 to 4,747 eligible employees of the Company, irrespective of their grade, pursuant to the eligibility criteria stipulated under the ESOP Scheme 2016.
The Nomination and Remuneration Committee at its meeting held on 1st September, 2023 and on 13th January, 2024 approved grant of 12,37,250 options at the exercise price of '3,350/- per option and 125,000 options at the exercise price of '3,420/- per option respectively under the ESOP Scheme 2023 to the eligible employees of the Company and its subsidiary companies.
In terms of the provisions of the SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021, the details of the Stock Options granted under the aforesaid ESOP Schemes are uploaded on the website of the Company https://www.dmartindia.com/investor-relationship
The ESOP Schemes formulated by the Company are in accordance with the provisions of the Companies Act, 2013, as amended and the Securities and Exchange Board of India (Share- Based Employee Benefits and Sweat Equity) Regulations, 2021.
A certificate from the Secretarial Auditor of the Company i.e. M/s. Rathi and Associates, Practicing Company Secretaries of the Company, has been obtained by the Company with respect to implementation of Employee Stock Option Schemes of the Company and the same shall be available for inspection by Members who request for the same by sending e-mail to Company at investorrelations@dmartindia.com from their registered e-mail address.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details of the internal financial control systems and their adequacy are included in the Management Discussions and Analysis 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. 324982 E/E300003) were re-appointed as Statutory Auditors of the Company at the 22nd AGM held on 17th August, 2022, to hold office till the conclusion of 27th AGM of the Company. The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended 31st March, 2025. The said Auditors' Report(s) for the financial year ended 31st March, 2025 on the financial statements of the Company forms part of this Annual Report.
Observations of Statutory Auditors on Accounts for the year ended 31st March, 2025
The Auditors Report for the financial year ended 31st March, 2025 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The Auditors have not reported any matter to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.
Secretarial Auditors
SEBI vide notification no. SEBI/LAD-NRO/GN/2024/218 dated 12th December 2024 has introduced ‘SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024' to establish detailed norms governing the appointment, reappointment, and removal of Secretarial Auditors in listed entities, effective from 31st December, 2024. The recent amendment mandates that the listed companies have to obtain shareholders' approval for appointment of Secretarial Auditors.
Accordingly, the Board of Directors of the Company, pursuant to the recommendations of the Audit Committee, has recommended appointment of M/s. Rathi and Associates, a Firm of Practicing
Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years commencing from 1st April, 2025 till 31st March, 2030. A resolution seeking shareholders' approval for the said appointment forms part of the AGM Notice.
Secretarial Audit Report for the year ended 31st March, 2025
The Secretarial Audit Report, pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, was obtained from M/s. Rathi and Associates, Practicing Company Secretaries in Form MR-3 for the financial year 2024-25. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.
The said Report is disclosed under Annexure-IV and forms part to this report.
Internal Audit and Control
The Company has a robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the stores, distribution centres, inventory audit, stock takes, audit for project related accounts, corporate accounts etc.
The Internal Auditor of the Company directly reports to the Audit Committee on functional matters. The Audit Committee reviews internal audit reports and internal control measures at its quarterly meetings. The Company's internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.
OTHER DISCLOSURES
Other disclosures as per the provisions of Section 134 of the Companies 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 read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2025 is available on the Company's website at https://www.dmartindia.com/investor-relationship
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars as required to be furnished as per the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo are disclosed under Annexure-V which forms part of this Report.
Report on Corporate Governance and Management Discussion and Analysis
A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretaries confirming compliance of conditions of Corporate Governance as stipulated under the Listing Regulations. Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, a report on Management Discussion & Analysis is attached separately, which forms part of this Annual Report.
Business Responsibility and Sustainability Report (BRSR)
In accordance with the provisions of Regulation 34 of the Listing Regulations, the BRSR forms part of this Annual Report and the same is in line with the SEBI requirement based on the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business' notified by Ministry of Corporate Affairs (MCA).
Further, the Assurance Statement on BRSR Core also forms part of this Annual Report and is also available on the Company's Website.
Secretarial Standards Compliance
During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.
Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2024-25 are as follows:
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:
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No. of complaints received during the year
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1
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No. of complaints disposed off during the year
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1
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No. of complaints pending as on 31 t March, 2025
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0
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1. Deposits covered under Chapter V of the Companies Act, 2013;
2. Material changes and/or commitments that could affect the Company's financial position, which have occurred between the end of the financial year of the Company and the date of this report;
3. Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company's operations in future;
4. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;
5. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Directors of the Company;
6. Revision of the financial statements pertaining to previous financial periods during the financial year under review;
7. Maintenance of cost records as per sub-section (1) of Section 148 of the Companies Act, 2013;
8. Frauds reported as per Section 143(12) of the Companies Act, 2013;
9. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of
10. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Board takes this opportunity to thank Company's employees at all levels for their hard work and commitment. Your Board also places on record its sincere appreciation for the continued support received from the customers, members, suppliers, bankers, financial institutions and all other business partners/associates.
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