The Directors of your Company have pleasure in presenting the Twenty Sixth Annual Report of Avenue Supermarts Limited (“the Company”) 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 summarised below:
|
Particulars
|
Standalone
|
Consolidated
|
|
FY 2025-26
|
FY 2024-25
|
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 operations by adding 85 new stores. The Company has presence across 15 states, 1 union territory and NCR with a total of 500 stores as of 31st March, 2026. 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 2026 was ?67,096.05 crore, which is 15.76% more than the previous year's income of ?57,963.83 crore. Our total income on consolidated basis for FY 2026 was ?68,894.84 crore as against ?59,482.36 crore during FY 2025. The net profit after tax (PAT) for FY 2026 stood at 3,223.93 crore as against previous year's net profit of ?2,927.18 crore thereby recording a growth of 10.14%.
Our net profit after tax (PAT) on consolidated basis for FY 2026 amounted for ?2,969.86 crore in comparison to ?2,707.45 crore in 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 the year, 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 following rating to the Company's Commercial Paper:
|
|
Commercial
paper
|
C500 crores
|
|
Long-Term
Rating
|
[ICRA] A1 ; Rating reaffirmed and assigned for enhanced limit from C300 crore to C500 crore in FY 2025-26
|
CHANGES IN SHARE CAPITAL
Pursuant to exercise of stock options as per the Avenue Supermarts Limited Employee Stock Option Scheme, 2016 by employees of the Company and that of its subsidiary companies, the Company allotted 12,26,055 equity shares of C10/- each at an exercise price of C299/- per equity share on 27th March, 2026. Consequently, the paid-up share capital of the Company stands increased to C6,519,591,230/- divided into 651,959,123 equity shares of C10/- each upon allotment. During FY 2025-26, there was no change in the authorised share capital of the Company.
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 athttps://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 2025-26.
REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has 5 (five) subsidiaries as on 31st March, 2026, 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 2026 stood at C3,871.26 crore against ?3,322.44 crore in the previous year and the Company recorded net profit after tax of C46.48 crore for FY 2026 against 37.56 crore for FY 2025.
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 2026 stood at C306.90 crore as against C226.50 crore for FY 2025. The Company reported Profit after tax of ?9.39 crore 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-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 9 years of service in the E-commerce space in January 2026. During the Financial Year 2025-26, it strengthened DMart Ready's Home Delivery business across all the cities it operates in. Its current service footprint includes a total of 18 cities including the Mumbai Metropolitan Region. AEL ramped up its technology capabilities, enhanced its customer service interfaces, improved speed of delivery and strengthened its order fulfilment infrastructure through the net addition of 8 new Fulfilment Centres.
AEL’s revenue from operations for FY 2026 stood at ?4,093.61 crore vis-a-vis ?3,502.42 crore in the FY 2025. The Company registered a loss of C306.53 crore in FY 2026 against a loss of C247.37 crore in FY 2025.
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 2026 was C0.83 crore and for FY 2025 was C0.83 crore. The Company earned net profit after tax of ?0.74 crore in FY 2026 against ?0.73 crore in FY 2025.
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 2026 was C25.57 crore and for FY 2025 was C12.92 crore and the Company registered a loss of ?4.90 crore in FY 2026 against a loss of ?2.45 crore in FY 2025.
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 athttps://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 athttps://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 each financial year, for the transactions that are repetitive in nature and for unforeseen transactions, subject to a prescribed 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 pre¬ approved 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 transactions entered by the Company during the year under review were also 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 31st March, 2026, the Board of Directors of the Company comprised eight Directors, of which three are Executive Directors, one Non-executive Woman Director and four Independent Directors (including two Woman Independent Directors). 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 and changes in Key Managerial Personnel of the Company as prescribed under Section 203 of the Companies Act, 2013, as amended from time to time.
Following changes have taken place in the Board of Directors and Key Managerial Personnel:
1. Mrs. Rita Teaotia (DIN: 02876666) was appointed as an Independent Director of the Company w.e.f. 20th June, 2025.
2. Mr. Ignatius Navil Noronha (DIN: 01787989) ceased to be a Managing Director & CEO of the Company on completion of his term on 31st January, 2026.
3. Mr. Anshul Asawa, Chief Executive Officer Designate and Senior Management Personnel, was appointed as Chief Executive Officer and Key Managerial Personnel of the Company with effect from 1st February, 2026.
Subsequently, he was appointed as Managing Director and designated as Chief Executive Officer of the Company for a period of 3 (three) years from 1st April, 2026 till 31st March, 2029.
4. Mr. Chandrashekhar Bhave (DIN: 00059856), Chairman shall cease to be an Independent Director of the Company on completion of second consecutive term on 16th May, 2026. Accordingly, Ms. Kalpana Unadkat (DIN: 02490816) was unanimously appointed as Chairperson of the Company by the 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 of the 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 to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, they have offered themselves for re¬ appointment.
Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr. Bhaskaran N and Mr. Elvin Machado, are provided as an Annexure 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 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 familiarize 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 2025-26 are disclosed on the Company's website under the web-linkhttps://www.dmartindia. com/investor-relationship
DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES AS ON 31st MARCH, 2026
Board Meetings
The Board of Directors met 6 (six) 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 UnadkatA
|
Non-Executive and Independent Director
|
Chairperson
|
|
2.
|
Mr. Chandrashekhar Bhave
|
Non-Executive and Independent Director
|
Member
|
|
3.
|
Mr. Harishchandra Bharuka*
|
Non-Executive and Independent Director
|
Member
|
|
4.
|
Mrs. Rita Teaotia#
|
Non-Executive and Independent Director
|
Member
|
|
5.
|
Mrs. Manjri Chandak
|
Non-Executive Director
|
Member
|
*Mr. Harishchandra Bharuka was appointed as member of the Audit committee on 1st February, 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. 1st February, 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 of meetings held, and attendance of Committee Members are provided 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 (“NRC”) is in conformity with the provisions of the Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.
The composition of the Nomination and Remuneration Committee is as under:
|
Sr.
No.
|
Name
|
Category Designation
|
Designation
|
|
1.
|
Ms. Kalpana UnadkatA
|
Non-Executive and Independent Director
|
Chairperson
|
|
2.
|
Mr. Chandrashekhar Bhave
|
Non-Executive and Independent Director
|
Member
|
|
3.
|
Mrs. Rita Teaotia*
|
Non-Executive and Independent Director
|
Member
|
|
4.
|
Mrs. Manjri Chandak
|
Non-Executive Director
|
Member
|
*Mrs. Rita Teaotia, was appointed as member of the Nomination and Remuneration committee on 1st February, 2026 and Chairperson w.e.f. 1st April, 2026 AMs. Kalpana Unadkat shall continue as a Member of the Committee w.e.f. 1st April, 2026
The terms of reference of the Nomination and Remuneration Committee, the particulars of meetings held and attendance of Committee Members are provided in the Corporate Governance Report, which forms 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 Nomination and Remuneration Policy of the Company is available on the Company's website under the web-linkhttps:// www.dmartindia.com/investor-relationship
Stakeholders Relationship Committee
The Stakeholders Relationship Committee has been 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
|
Non-Executive and Independent Director
|
Member
|
|
3.
|
Mr. Ramakant Baheti
|
Whole Time Director
|
Member
|
The brief terms of reference of the Stakeholders' Relationship Committee, particulars of meetings of the Committee and attendance thereat are provided in the Corporate Governance Report, which forms 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 Companyhttps://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.
|
Ms. Kalpana Unadkaf
|
Non-Executive and Independent Director
|
Member
|
|
3.
|
Mrs. Manjri Chandak
|
Non-Executive Director
|
Member
|
|
4.
|
Mr. Ramakant Baheti
|
Executive Director
|
Member
|
The brief terms of reference, details of meetings held, and attendance thereat are provided 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 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. Ramakant Baheti
|
Executive Director
|
Chairman
|
|
2.
|
Mr. Chandrashekhar Bhave1
|
Non-Executive and Independent Director
|
Member
|
|
3.
|
Ms. Kalpana Unadkat
|
Non-Executive and Independent Director
|
Member
|
|
4.
|
Mr. Anshul Asawa#
|
Chief Executive Officer (Managing Director & CEO w.e.f. 1st April, 2026)
|
Member
|
|
5.
|
Mrs. Manjri Chandak
|
Non-Executive Director
|
Member
|
|
6.
|
Mr. Bhaskaran N
|
Executive Director
|
Member
|
|
7.
|
Mr. Niladri Deb
|
Chief Financial Officer
|
Member
|
|
8.
|
Mr. Biswabrata Chakravorty
|
Group Chief Digital & Information Officer
|
Member
|
|
9.
|
Mr. Vikram Bhatia
|
Senior VP - Information Technology
|
Member
|
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, 2026; 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, 2026 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;
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 websitehttps:// 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, the directors individually 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, 201 3, a separate meeting of Independent Directors of the Company was held on Saturday, 10th January, 2026 to review: 1
• The performance of the Chairman of the Company, taking into 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 of information between Company 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 are available for inspection. Any member interested in obtaining a copy of the same may write to Company atinvestorrelations@dmartindia.comfrom 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 the grant of Options under the ESOP Scheme 2023 to the eligible employees of the Company and its subsidiary companies, as detailed below:
1) 12,37,250 options at the exercise price of C3,350/- per option and
2) 125,000 options at the exercise price of C3,420/- per option respectively.
Pursuant to exercise of stock options as per the Avenue Supermarts Limited Employee Stock Option Scheme, 2016 by employees of the Company and that of its subsidiary companies, the Company allotted 12,26,055 equity shares of C10/- each at an exercise price of C299/- per equity share on 27th March, 2026.
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 Companyhttps://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.
The certificates from the Secretarial Auditor of the Company
i.e. M/s Rathi and Associates, Practicing Company Secretaries of the Company, have 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 atinvestorrelations@dmartindia.comfrom 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. 324982E/E300003) were re-appointed as Statutory Auditors of the Company at the 22nd Annual General Meeting (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, 2026. The said Auditors' Report for the financial year ended 31st March, 2026 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, 2026
The Auditors Report for the financial year ended 31st March, 2026 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 Auditor and Secretarial Audit Report for the year ended 31st March, 2026
M/s Rathi and Associates, a Firm of Practicing Company Secretaries were appointed as Secretarial Auditors of the Company at the 25th AGM held on 12th August, 2025, to hold office from 1st April, 2025 till 31st March, 2030 as the Secretarial Auditors of the Company.
The Secretarial Audit Report in Form MR-3 for the financial year 2025-26 is disclosed under Annexure-IV and forms part to this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.
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 centers, 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, 2026 is available on the Company's website athttps://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.
Disclosure related to Maternity Benefits Act, 1961
During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961.
Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company maintains a zero-tolerance policy towards sexual harassment at the 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 2025-26 are as follows:
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No. of complaints received during the year
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2
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No. of complaints disposed off during the year
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2
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No. of complaints pending as on 31st March, 2026
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0
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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 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 the financial year and;
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.
For and on behalf of the Board of Directors of Avenue Supermarts Limited
Anshul Asawa Ramakant Baheti
Managing Director & CEO Whole-time Director & Group CFO DIN: 11400809 DIN: 00246480
Date: 2nd May, 2026 Place: Thane
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The performance of Non-Independent Directors and the Board as a whole and its committees thereof;
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