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AVENUE SUPERMARTS LTD.

21 August 2026 | 03:59

Industry >> Retail - Departmental Stores

Select Another Company

ISIN No INE192R01011 BSE Code / NSE Code 540376 / DMART Book Value (Rs.) 375.08 Face Value 10.00
Bookclosure 17/08/2021 52Week High 4950 EPS 45.54 P/E 85.77
Market Cap. 254767.28 Cr. 52Week Low 3529 P/BV / Div Yield (%) 10.41 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

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 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 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 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
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-link
https://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-link
https://
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
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.

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 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, 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
at
investorrelations@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 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.

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
at
investorrelations@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 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.

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:

No. of complaints received during the year

2

No. of complaints disposed off during the year

2

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 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

1

The performance of Non-Independent Directors and the
Board as a whole and its committees thereof;