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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Avenue Supermarts Ltd.

Mar 31, 2025

The Directors of your Company have pleasure in presenting the Twenty Fifth Annual Report of Avenue Supermarts Limited (âthe Companyâ) together with the audited financial statements for the financial year ended 31^st March, 2025.

FINANCIAL PERFORMANCE

The Company''s financial performance for the year ended 31^st March, 2025 as compared to the previous financial year is summarised below:

('' in crore)
Particulars	Standalone		Consolidated
Particulars	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 31^st 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 âCRISIL AA /Positive'')

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 31^st 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 31^st March, 2025, as described below:

ALIGN RETAIL TRADES PRIVATE LIMITED (ARTPL)

ARTPL, a wholly-owned subsidiary of the Company, incorporated on 22^nd 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 8^th 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 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.

AELâs 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 21^st 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 28^th 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. 15^th 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 16^th 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 17^th October, 2024.

Subsequently, the shareholders approved his appointment through Postal Ballot on 4^th 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. 1^st 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. 1^st 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. 1^st 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

Directorâs 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 31^st 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 31^st 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 11^th	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

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, 11^th January, 2025 to review:

â¢ The performance of non-independent directors and the Board as a whole and its committees thereof;

â¢ The performance of the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors;

â¢ 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 14^th 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 1^st September, 2023 and on 13^th 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 22^nd AGM held on 17^th August, 2022, to hold office till the conclusion of 27^th AGM of the Company. The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended 31^st March, 2025. The said Auditors'' Report(s) for the financial year ended 31^st 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 31^st March, 2025

The Auditors Report for the financial year ended 31^st 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 12^th December 2024 has introduced âSEBI (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 31^st 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 1^st April, 2025 till 31^st March, 2030. A resolution seeking shareholders'' approval for the said appointment forms part of the AGM Notice.

Secretarial Audit Report for the year ended 31^st 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 31^st 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 âNational 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:

No. of complaints received during the year	1
No. of complaints disposed off during the year	1
No. of complaints pending as on 31 ^t March, 2025	0

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.

Mar 31, 2024

Your Directors have pleasure in presenting the Twenty Fourth Annual Report of Avenue Supermarts Limited (âthe Companyâ) together with the audited financial statements of the Company for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE

The Company''s financial performance during the year ended 31^st March, 2024 compared to the previous financial year is summarised below:

Particulars	Standalone		Consolidated
Particulars	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Income from operations	49,532.95	41,833.25	50,788.83	42,839.56
Other Income	189.05	163.09	146.45	129.34
Total Income	49,722.00	41,996.34	50,935.28	42,968.90
Expenses	46,110.62	38,765.18	47,473.95	39,908.81
Profit before tax	3,611.38	3,231.16	3,461.33	3,060.09
Less: Tax Expense	916.46	674.76	925.72	681.75
Profit after Tax	2,694.92	2,556.40	2,535.61	2,378.34
Other comprehensive Income (net of taxes)	(7.60)	(4.22)	(8.81)	(5.00)
Total Comprehensive income for the year	2,687.32	2,552.18	2,526.80	2,373.34

BUSINESS AND OPERATIONS

During the year under review, your Company expanded operations by adding 41 new stores. The Company has presence across 10 states, 1 union territory and NCR with a total of 365 stores as of 31^st March, 2024. 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 2024 was '' 49,722.00 crore, which is 18.40% more than the previous year''s income of '' 41,996.34 crore. Our total income on consolidated basis for FY 2024 was '' 50,935.28 crore as against '' 42,968.90 crore during FY 2023.

On standalone basis, the net profit after tax (PAT) for FY 2024 stood at '' 2,694.92 crore as against previous year''s net profit of '' 2,556.40 crore thereby recording a growth of 5.42%. Our net profit after tax (PAT) on consolidated basis for FY 2024 amounted for '' 2,535.61 crore as compared to '' 2,378.34 crore in the previous year.

There was no change in nature of business of the Company, during the year under review.

CREDIT RATING

During the year under review, CRISIL Ratings Limited has revised its Credit rating outlook as mentioned below:

Total Bank Loan Facilities Rated	500 crore
Long-Term Rating	CRISIL AA /Positive (Outlook revised from ''Stable'' Rating Reaffirmed)

UTILISATION OF QUALIFIED INSTITUTIONS PLACEMENT (QIP) PROCEEDS

The proceeds of funds raised under Qualified Institutions Placement of the Company have been fully utilised as per Objects of the

Issue. The disclosure in compliance with the Regulation 32(7A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is as under:

('' in crore)

Sr. Particulars Actual utilisation of Actual utilisation of

No. QIP proceeds up QIP proceeds up to

t₀ 31^st M_arch. 9094 31^st M_arch 2023

1.	Capex payment	2,550.00	1,515.00
2.	Repayment of Non-convertible Debentures	300.00	300.00
3.	Repayment of WCDL/Commercial Paper	250.00	250.00
4.	Repayment of Term Loan	158.00	158.00
5.	WC/General Corporate expenses (Excluding QIP expenses)	820.00	820.00
	Total	4,078.00	3,043.00

CHANGES IN SHARE CAPITAL

Pursuant to exercise of stock options granted under the Avenue Supermarts Limited Employee Stock Option Scheme, 2016 by Employees of the Company and that of its subsidiary companies, the Company allotted equity shares as mentioned below:

Sr. No.	No. of Shares allotted	Date of Allotment	Exercise Price	Paid-up Share Capital (No. of shares)
1.	764,723	18-04-2023	'' 299/-	649,028,701
2.	577,237	10-05-2023	'' 299/-	649,605,938
3.	277,649	23-05-2023	'' 299/-	649,883,587
4.	490,116	31-05-2023	'' 299/-	650,373,703
5.	359,365	20-06-2023	'' 299/-	650,733,068

Consequently, the paid-up share capital of the Company stands increased to '' 6,507,330,680/- divided into 650,733,068 equity shares of '' 10/- each upon last allotment.

During FY 2023-24, 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

TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has 5 subsidiaries as on 31^st March, 2024, the details of which are appended hereunder:

ALIGN RETAIL TRADES PRIVATE LIMITED (ARTPL)

ARTPL, a wholly-owned subsidiary Company incorporated on 22^nd September, 2006, is engaged in the business of packing and selling of grocery products, spices, dry fruits, etc. Its revenue from operations for FY 2024 stood at '' 2,796.53 crore against '' 2,211.29 crore in the previous year and the Company posted net profit after tax of '' 33.20 crore for FY 2024 against '' 23.08 crore for FY 2023.

AVENUE FOOD PLAZA PRIVATE LIMITED (AFPPL)

AFPPL, a wholly-owned subsidiary Company was incorporated on 8^th June, 2004. It is engaged in the business of operating ready to eat food outlets at DMart stores. The revenue from operations of the Company for FY 2024 stood at '' 177.09 crore as against '' 124.41 crore for FY 2024. The Company reported loss after tax of '' 5.80 crore against loss after tax of '' 2.03 crore for previous year.

AVENUE E-COMMERCE LIMITED (AEL)

AEL, a subsidiary Company, incorporated on 11^th 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. Customers can either self-pick up their online orders from any designated DMart Ready Pick-up Points or get them delivered at their doorstep. At most of the Pick-up Points, it also offers a select range of merchandise for instant purchase.

AEL completed 7 years of service in the e-commerce space in January 2024. During the Financial Year 2023-24, it expanded its service coverage to include 70 more pin codes and an additional city of Gurugram. Our current service footprint includes a total of 23 cities. Starting with 15 DMart miniMAX stores at the beginning of the Financial Year, we have added 6 more miniMAX stores this year.

AELâs revenue from operations for FY 2024 stood at '' 2,899.20 crore vis-a-vis '' 2,202.03 crore in the FY 2023. The Company registered a loss of '' 184.82 crore in FY 2024 against a loss of '' 193.70 crore in FY 2023.

NAHAR SETH & JOGANI DEVELOPERS PRIVATE LIMITED (NSJDPL)

NSJDPL, subsidiary Company was incorporated on 21^st February, 2014, with main object of, amongst others, development of land and construction. Revenue from operations of the Company for FY 2024 was '' 0.81 crore and FY 2023 was '' 0.75 crore and the Company earned net profit after tax of '' 0.12 crore in FY 2024 against '' 0.61 crore in FY 2023.

REFLECT HEALTHCARE AND RETAIL PRIVATE LIMITED (RHRPL)

RHRPL, a wholly-owned subsidiary Company was incorporated on 28^th 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. 15^th September, 2022. The Company is in the business of operating pharmacy stores, the revenue from operations of the Company for FY 2024 was '' 3.16 crore and FY 2023 was '' 11,000 and the Company registered a loss of '' 0.69 crore in FY 2024 against a loss of '' 0.14 crore in FY 2023.

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 1 36 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 same shall also be sent to Members electronically who request for the same by sending e-mail to Company at investorrelations@dmartindia.com from their registered e-mail address.

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

The Company has formulated a policy on the Related Party Transactions and the same is hosted on the Companyâs website at https://www.dmartindia.com/investor-relationship

All the related party transactions 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 also for the transactions which are not foreseen (subject to a financial limit). A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature, value and terms & conditions of the transactions.

The transactions entered by the Company during the financial year under review were in conformity with the Companyâs Policy on Related Party Transactions.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of the report, the Board of Directors of the Company comprises of seven Directors, of which three 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

Changes in the Board of Directors during the year under review are as follows:

Appointment of Mr. Harishchandra Bharuka

The Board of Directors at their meeting held on 13^th January, 2024 approved appointment of Mr. Harishchandra Bharuka (DIN: 00306084) as an Independent Director of the Company for a term of five consecutive years with effect from 13^th January, 2024.

Subsequently, appointment of Mr. Harishchandra Bharuka as an Independent Director of the Company as per the provisions of Section 149 of the Companies Act, 2013 read with rules made thereunder for a term of five years commencing from 13^th January, 2024 was approved by the members of the Company through Postal Ballot on 23^rd February, 2024.

Re-appointment of Mr. Ramakant Baheti

Mr. Ramakant Baheti (DIN: 00246480) was re-appointed as a Whole-time Director of the Company designated as âGroup Chief Financial Officer'' for a term of five years commencing from 1^st May, 2024 by the members of the Company at 23^rd Annual General Meeting held on 10^th August, 2023.

Re-appointment of Mr. Elvin Machado Mr. Elvin Machado (DIN: 07206710) was re-appointed as a Wholetime Director of the Company for a term of three years commencing from 1 0^th June, 2024 by the members of the Company at 23^rdAnnual General Meeting held on 10^th August, 2023.

Cessation of Mr. Ramesh Damani

Mr. Ramesh Damani (DIN: 00304347) completed his second consecutive term as an Independent Director of the Company and has accordingly ceased to be the Chairman and Independent Director of the Company on 31^st March, 2024.

Directors retiring by rotation

Mr. Elvin Machado (DIN: 07206710), Director being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and he being eligible has offered himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment forms part of the AGM Notice.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr. Elvin Machado, are 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

Familiarisation Programmes

The Company has conducted Familiarisation programmes for Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the Listing Regulations. The details of the training and Familiarisation programmes conducted by the Company are hosted on the Company''s website under the web-link https://www.dmartindia.com/investor-relationship

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

The Board of Directors met five (5) 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

Sr. No.	Name	Category	Designation
1.	Ms. Kalpana Unadkat	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 Audit Committee was re-constituted w.e.f. 1^st April, 2024 by designating Ms. Kalpana Unadkat, Non-Executive and Independent Director as Chairperson of the Committee. Mr. Ramesh Damani ceased to be the Chairman and member of the Audit Committee due to completion of his second consecutive term as Independent Director of the Company on 31^st March, 2024.

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. 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. 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 (âNRCâ) 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
1.	Ms. Kalpana Unadkat	Non-Executive and Independent Director	Chairperson
2.	Mr. Chandrashekhar Bhave	Non-Executive and Independent Director	Member
3.	Mrs. Manjri Chandak	Non-Executive	Member

*The Nomination and Remuneration Committee was re-constituted w.e.f. 1^st April, 2024 by appointing Ms. Kalpana Unadkat, Non-Executive and Independent Director as Chairperson of the Committee. Mr. Ramesh Damani ceased to be a member of the Nomination and Remuenration Committee due to completion of his second consecutive term as Independent Director of the Company on 31^st March, 2024.

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 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 hosted on the Company''s website under the web-link https:// www.dmartindia.com/investor-relationship

Stakeholders Relationship Committee

The composition of Stakeholders Relationship Committee is as under:

Sr. No.	Name	Category	Designation
1.	Mrs. Manjri Chandak	Non-Executive Director	Chairperson
2.	Ms. Kalpana Unadkat	Non-Executive and Independent Director	Member
3.	Mr. Ramakant Baheti	Executive Director	Member

*The Stakeholders Relationship Committee was re-constituted w.e.f. 1^st April, 2024 by induction of Ms. Kalpana Unadkat, Non-Executive and Independent Director as a Member of the Committee. Mr. Ramesh Damani ceased to be a member of Stakeholders Relationship Committee due to completion of his second consecutive term as Independent Director of the Company on 31^st March, 2024.

Corporate Social Responsibility Committee

The composition of the CSR Committee is as under:

Sr. No.	Name	Category	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

*Mr. Ramesh Damani ceased to be a member of CSR Committee due to completion of his second consecutive term as Independent Director of the Company on 31^st March, 2024.

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 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
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	Chief Operating Officer - Retail	Member
6.	Mr. Niladri Deb	Chief Financial Officer	Member
7.	Mr. Vikram Bhatia	Sr. VP - Information Technology	Member

Directorâs 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 31^st March, 2024; 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;

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

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 Chairman of the Audit Committee.

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 the composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information etc.

Taking into consideration the responses received from the Individual Directors to the questionnaire, 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, 13^th January, 2024 to review:

â¢ The performance of non-independent directors and the Board as a whole and its Committees thereof;

â¢ The performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

PARTICULARS OF EMPLOYEES

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

During the year under review, 2,469,090 equity shares of '' 10/-each were allotted to eligible employees pursuant to exercise of options under Employee Stock Option Scheme 2016.

The Employee Stock Option Scheme 2023 (hereinafter referred as âESOP Scheme 2023'') was approved by the shareholders at their 23^rd Annual General Meeting held on 10^th August, 2023 to grant up to 1,500,000 (Fifteen lakh) options to eligible employees of the Company and Subsidiary Companies.

The Nomination and Remuneration Committee at its meeting held on 1^st September, 2023 and on 13^th January, 2024 approved grant of 12,37,250 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.

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, Practising 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 Management Discussions and Analysis Report, which forms part of the Annual Report.

AUDITORS AND REPORTS

The matters related to 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 22^nd AGM held on 17^th August, 2022, to hold office till the conclusion of 27^th AGM of the Company. The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended 31^st March, 2024. The said Auditors'' Report(s) for the financial year ended 31^st March, 2024 on the financial statements of the Company forms part of this Annual Report.

Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2024

The Auditors Report for the financial year ended 31^st March, 2024 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 Audit Report for the year ended 31^st March, 2024

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 2023-24. 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 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.

During the year under review, Mr. Rohit Mundhra was re-appointed as an Internal Auditor of the Company by the Board based on the recommendation of the Audit Committee at its meeting held on 13^th May, 2023.

The Internal Auditor of the Company directly reports to the Audit Committee for functional matters. The Audit Committee reviews internal audit report and internal control measures at its quarterly meetings. 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 31^st March, 2024 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

Report on Corporate Governance and Management Discussion and Analysis

Business Responsibility and Sustainability Report (BRSR)

Further top 150 listed entities basis market capitalisation are also required to undertake reasonable assurance of the BRSR Core. Accordingly, the BRSR and Assurance Statement on BRSR Core form part of this Annual Report and is also available on the Company''s Website.

Secretarial Standards Compliance

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 work place 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 2023-24 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:

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;

No. of complaints received during the year	2
No. of complaints disposed off during the year	1
No. of complaints pending as on 31 ^t March, 2024	1

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;

ACKNOWLEDGEMENTS AND APPRECIATION

For and on behalf of the Board of Directors of Avenue Supermarts Limited

Ignatius Navil Noronha Ramakant Baheti

Managing Director & CEO Whole-time Director & Group CFO

DIN: 01787989 DIN: 00246480

Place: Thane Date: 4^th May, 2024

Registered Office:

Anjaneya CHS Limited, Orchard Avenue,

Opp. Hiranandani Foundation School,

Powai, Mumbai - 400 076

CIN: L51900MH2000PLC126473

Tel No.: 022-40496500

E-mail ID: investorrelations@dmartindia.com

Website: www.dmartindia.com

Mar 31, 2023

Your Directors have pleasure in presenting the Twenty Third Annual Report of Avenue Supermarts Limited (âthe Companyâ) together with the audited financial statements of the Company for the financial year ended 31^st March, 2023.

FINANCIAL PERFORMANCE

The Company''s financial performance during the year ended 31^st March, 2023 compared to the previous financial year is summarised below:

Particulars	Standalone		('' in crore) Consolidated
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Income from operations	41,833.25	30,352.50	42,839.56	30,976.27
Other Income	163.09	140.87	129.34	117.49
Total Income	41,996.34	30,493.37	42,968.90	31,093.76
Expenses	38,765.18	28,311.64	39,908.81	29,029.64
Profit before tax	3,231.16	2,181.73	3,060.09	2,064.12
Less : Tax Expense	674.76	565.56	681.75	571 72
Profit after Tax	2,556.40	1,616.17	2,378.34	1,492.40
Other comprehensive Income (net of taxes)	(4.22)	(3.20)	(5.00)	(5.03)
Total Comprehensive income for the year	2,552.18	1,612.97	2,373.34	1,487.37

The financial statements for the year ended 31^st March, 2023 have been prepared as per the Indian Accounting Standards (Ind AS).

BUSINESS AND OPERATIONS

During the year under review, your Company expanded operations by adding 40 new stores. The Company has presence across 10 states, 1 union territory and NCR with a total of 324 stores as of 31^st March, 2023. 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 2023 was ''41,996.34 crore, which is 37.72% more than the previous year''s income of ''30,493.37 crore. Our total income on consolidated basis for FY 2023 was ''42,968.90 crore as against ''31,093.76 crore during FY 2022.

On standalone basis, the net profit after tax (PAT) for FY 2023 stood at ''2,556.40 crore as against previous year''s net profit of ''1,616.17 crore thereby recording a growth of 58.18%. Our net profit after tax (PAT) on consolidated basis for FY 2023 amounted for ''2,378.34 crore as compared to ''1,492.40 crore in the previous year.

There was no change in nature of business of the Company, during the year under review.

CREDIT RATING

Your Company has been rated by CRISIL Limited (âCRISILâ) vide its letter dated 16^th February, 2022 for its bank facilities as follows:

Instruments Rating

Bank Loan Facilities of ''500 crore (Earlier CRISIL AA /Stable Limit 585 crore) (Re-affirmed)

Further, CRISIL Ratings Limited vide its letter dated 27^th April, 2023 has revised its Credit rating outlook as mentioned below:

Instruments Rating

Bank Loan Facilities of ''500 CRISIL AA /Positive (Outlook crore revised from âStableâ and Rating

Reaffirmed)

The Company was not identified as a âLarge Corporateâ for financial year 2022-23 as per the criteria under SEBI Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated 10^th August, 2021.

UTILISATION OF QUALIFIED INSTITUTION PLACEMENT (QIP) PROCEEDS

The proceeds of funds raised under Qualified Institutional Placement of the Company are utilised as per Objects of the Issue. The disclosure in compliance with the Regulation 32(7A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is as under:

Sr. No.	Particulars	Actual utilisation of QIP proceeds up to 31^st March, 2023	('' in crore) Actual utilisation of QIP proceeds up to 31^st March, 2022
1.	Capex payment	1,515.00	1,422.00
2.	Repayment of Non-convertible Debentures	300.00	300.00
3.	Repayment of WCDL/ Commercial Paper	250.00	250.00
4.	Repayment of Term Loan	158.00	158.00
5.	WC/General Corporate expenses (Excluding QIP expenses)	820.00	713.00
	Total	3,043.00	2,843.00

Out of the total fund of ''4,078 crore (net of QIP expenses) raised by the Company under Qualified Institutional Placement, an amount of ''1,035 crore is unutilised as on 31^st March, 2023.

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 489,287 equity shares of ''10/- each at an exercise price of ''299/- per equity share on 28^th March, 2023. Consequently, the paid up share capital of the Company stands increased to ''6,482,639,780/- divided into 648,263,978 equity shares of ''10/- each upon allotment.

During FY 2022-23 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

TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has 5 subsidiaries as on 31^st March, 2023, The details of which are appended hereunder:

ALIGN RETAIL TRADES PRIVATE LIMITED (ARTPL)

ARTPL, a wholly-owned subsidiary Company incorporated on 22^nd September, 2006, is engaged in the business of packing and selling of grocery products, spices, dry fruits, etc. Its revenue from operations for FY 2023 stood at ''2,211.29 crore against ''1,587.09 crore in the previous year and the Company posted net profit after tax of ''23.08 crore for FY 2023 against ''17.15 crore for FY 2022.

AVENUE FOOD PLAZA PRIVATE LIMITED (AFPPL)

AFPPL was incorporated on 08^th June, 2004 as a wholly-owned subsidiary of our Company. It is engaged in the business of operating food outlets at DMart stores. The revenue from operations of the Company for FY 2023 stood at ''124.41 crore as against ''43.34 crore for FY 2022. The Company reported loss after tax of ''2.03 crore against profit after tax of ''0.31 crore for previous year.

AVENUE E-COMMERCE LIMITED (AEL)

AEL completed 6 years of service in the e-commerce space in January 2023. During the Financial Year 2022-23, it expanded its service coverage to include 10 more cities - Chandigarh, Jaipur, Sanand, Anand, Belagavi, Chennai, Vishakhapatnam, Bhilai, Raipur and Ghaziabad. Our current service footprint includes a total of 22 cities. AEL also operates a small format grocery store under the brand name, DMart miniMAX. Starting from two DMart miniMAX stores at the beginning of the Financial Year, AEL added 13 more miniMAX stores this year.

AEL''s revenue from operations for FY 2023 stood at ''2,202.03 crore vis-a-vis ''1,667.21 crore in the FY 2022. The Company

registered a loss of ''193.70 crore in FY 2023 against the loss of ''142.07 crore in FY 2022.

NAHAR SETH & JOGANI DEVELOPERS PRIVATE LIMITED (NSJDPL)

NSJDPL, subsidiary Company was incorporated on 21^st February, 2014, with main object of, amongst others, development of land and construction. Revenue from operations of the Company for FY 2023 and FY 2022 was ''0.75 crore and the Company earned net profit after tax of ''0.61 crore for FY 2023 against ''0.55 crore for FY 2022.

REFLECT HEALTHCARE AND RETAIL PRIVATE LIMITED (RHRPL)

RHRPL, a wholly-owned subsidiary Company was incorporated on 28^th May, 2018 as Reflect Wholesale and Retail Private Limited. Registrar of Companies, Mumbai had approved change in object clause of the RHRPL to operate in the healthcare business and accordingly, name of the Company was changed from Reflect Wholesale and Retail Private Limited to Reflect Healthcare and Retail Private Limited w.e.f. 15^th September, 2022. Further during the year under review, the Company has commenced its operations by launching first pharmacy outlet in the Mumbai Metropolitan Region. RHRPLâs revenue from operations for FY 2023 stood at ''11,000/- and registered a loss of ''0.14 crore in FY 2023.

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.

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 same shall also be sent to Members electronically who request for the same by sending e-mail to Company at investorrelations@ dmartindia.com from their registered e-mail address.

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at https://www.dmartindia.com/investor-relationship.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on the Related Party Transactions and the same is hosted on the Companyâs website at https://www.dmartindia.com/investor-relationship

transactions which are not foreseen (subject to financial limit). A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature, value and terms & conditions of the transactions. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations.

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on armâs length basis and the same were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations except the transaction as disclosed in Annexure-II, which forms part of this report in the prescribed format Form AOC-2 as specified under the provisions of Section 134(3)(h) of the Companies Act, 2013 and Rule 8 of the Companies(Accounts) Rules, 2014.

The transactions entered by the Company during the financial year under review were in conformity with the Companyâs Policy on Related Party Transactions.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises of seven Directors, of which three are Executive Directors, one Nonexecutive 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.

Re-appointments:

The Board of Directors at its meeting held on 13^th May, 2023 approved the following re-appointments, subject to approval of shareholders at the ensuing Annual General Meeting:

1. Re-appointment of Mr. Ramakant Baheti as a Wholetime Director of the Company for a period of five years commencing from 1^st May, 2024;

2. Re-appointment of Mr. Elvin Machado as a Whole-time Director of the Company for a period of three years commencing from 10^th June, 2024.

Directors retiring by rotation

Mr. Ramakant Baheti (DIN: 00246480), Director being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and he being eligible has offered himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment forms part of the AGM Notice.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr. Ramakant Baheti and Mr. Elvin Machado, are 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 the opinion of the Board, Independent Directors fulfill 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.

Familiarisation Programmes

The Company has conducted Familiarisation programmes for the Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the Listing Regulations .The details of the training and Familiarisation programmes conducted by the Company are hosted on the Company''s website under the web link https://www.dmartindia.com/investor-relationship.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

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
1.	Mr. Chandrashekhar Bhave	Non-Executive and Independent Director	Chairman
2.	Mr. Ramesh Damani	Non-Executive and Independent Director	Member
3.	Ms. Kalpana Unadkat	Non-Executive and Independent Director	Member
4.	Mrs. Manjri Chandak	Non-Executive Director	Member

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. 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. 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 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
1.	Mr. Chandrashekhar Bhave	Non-Executive and Independent Director	Chairman
2.	Mr. Ramesh Damani	Non-Executive and Independent Director	Member
3.	Mrs. Manjri Chandak	Non-Executive Director	Member

The said policy inter-alia other matters includes 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 hosted on the Company''s website under the web link https://www.dmartindia.com/investor-relationship

Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee was constituted by the Board of Directors.

The composition of Stakeholders Relationship Committee is as under:

Sr. No.	Name	Category	Designation
1.	Mrs. Manjri Chandak	Non-Executive Director	Chairperson
2.	Mr. Ramesh Damani	Non-Executive and Independent Director	Member
3.	Mr. Ramakant Baheti	Executive Director	Member

Corporate Social Responsibility Committee

The brief outline of the Company''s CSR initiatives undertaken during the year under review is furnished in Annexure-III 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
1.	Mr. Chandrashekhar Bhave	Non-Executive and Independent Director	Chairman
2.	Mr. Ramesh Damani	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, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

Risk Management Committee

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
1.	Mr. Ignatius Navil Noronha	Executive Director	Chairman
2.	Mr. Ramakant Baheti	Executive Director	Member
3.	Mrs. Manjri Chandak	Non-Executive Director	Member
4.	Ms. Kalpana Unadkat	Non-Executive and Independent Director	Member
6.	Mr. Vikram Bhatia	Sr. VP - Information Technology	Member
6.	Mr. Narayanan Bhaskaran*	Chief Operating Officer - Retail	Member
7.	Mr. Niladri Deb*	Chief Financial Officer	Member

*The Risk Management Committee was re-constituted by the Board of Directors of the Company at their meeting held on 9^th July, 2022 by inducting Mr. Narayanan Bhaskaran, Chief Operating Officer - Retail and Mr. Niladri Deb, Chief Financial Officer of the Company as members of the Committee. Mr. Ashutosh Dhar, Sr. VP - Loss Prevention & Risk Management ceased to be a Member of the Committee with effect from 9^th July, 2022.

Directorâs 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 31^st March, 2023; 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;

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 âVigil 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 the Chairman of the Audit Committee.

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.

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, 14^th January, 2023 to review:

The performance of non-independent directors and the Board as a whole and its Committees thereof;

â¢ The performance of the Chairperson of the Company, taking into account the views of executive directors and nonexecutive directors;

â¢ 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

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 Options

The Members of the ESOP Committee vide circular resolution dated 14^th March, 2017 approved grant of 13,973,325 options 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 Employee Stock Option Scheme 2016 is being administered and monitored by ESOP Committee of the Company. The scheme is in compliance with the SEBI (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, 2,959,262 options (including the options vested to deceased employees on the date of death) were vested and 489,287 equity shares of ''10/- each were allotted to eligible employees pursuant to exercise of options under Employee Stock Option Scheme, 2016 of the Company. The eligible employees can continue to exercise options vested to them till 13^th June, 2023.

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 Scheme are uploaded on the website of the Company https://www.dmartindia. com/investor-relationship.

A certificate from Rathi and Associates, Secretarial Auditors of the Company, has been obtained by the Company with respect to implementation of Employee Stock Option Scheme, 2016 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 Management Discussions and Analysis Report, which forms part of the Annual Report.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under: Statutory Auditors

The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended 31^st March, 2023. The said Auditors'' Report(s) for the financial year ended 31^st March, 2023 on the financial statements of the Company forms part of this Annual Report.

Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2023

The Auditors Report for the financial year ended 31^st March, 2023 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 Audit Report for the year ended 31^st March, 2023

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 2022-23. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

The said Report is disclosed under Annexure-V and forms part to this report.

Internal Audit and Control

The Company has 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.

During the year under review Mr. Rohit Mundhra was re-appointed as an Internal Auditor of the Company by the Board based on the recommendation of the Audit Committee at its meeting held on 14^th May, 2022.

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 31^st March, 2023 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

Report on Corporate Governance and Management Discussion and Analysis

Business Responsibility and Sustainability Report (BRSR)

The Company has provided BRSR in lieu of Business Responsibility Report and the same is in line with the SEBI requirement based on the âNational Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' notified by Ministry of Corporate Affairs (MCA). Pursuant to the provisions of Regulation 34 of the Listing Regulations, the said report is attached separately, which forms part of this Annual Report.

Secretarial Standards Compliance

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 work place 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 2022-23 are as follows:

No. of complaints received during the year	1
No. of complaints disposed off during the year	1
No. of complaints pending as on 31.03.2023	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;

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;

ACKNOWLEDGEMENTS AND APPRECIATION

For and on behalf of the Board of Directors of Avenue Supermarts Limited

Ignatius Navil Noronha Ramakant Baheti

Place: Thane Managing Director & CEO Whole-time Director & Group CFO

Date: 13^th May, 2023 DIN: 01787989 DIN: 00246480

Registered Office:

Anjaneya CHS Limited, Orchard Avenue,

Opp. Hiranandani Foundation School,

Powai, Mumbai - 400 076

CIN: L51900MH2000PLC126473

Tel No.: 022-40496500

E-mail ID: investorrelations@dmartindia.com

Website: www.dmartindia.com

Mar 31, 2022

Your Directors have pleasure in presenting the Twenty Second Annual Report of Avenue Supermarts Limited (âthe Companyâ) together with the audited financial statements of the Company for the financial year ended 31^st March, 2022.

FINANCIAL PERFORMANCE

The Company''s financial performance during the year ended 31^st March, 2022 compared to the previous financial year is summarized below:

Particulars	Standalone		('' in crore) Consolidated
Particulars	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Income from operations	30,352.50	23,787.20	30,976.27	24,143.06
Other Income	140.87	208.90	117.49	196.21
Total Income	30,493.37	23,996.10	31,093.76	24,339.27
Expenses	28,311.64	22,451.31	29,029.64	22,855.82
Profit before tax	2,181.73	1,544.79	2,064.12	1,483.45
Less: Tax Expense	565.56	379.48	571.72	384.02
Profit after Tax	1,616.17	1,165.31	1,492.40	1,099.43
Other comprehensive Income (net of taxes)	(3.20)	(1.44)	(5.03)	(1.90)
Total Comprehensive income for the year	1,612.97	1,163.87	1,487.37	1,097.53

The financial statements for the year ended 31^st March, 2022 have been prepared as per the Indian Accounting Standards (Ind AS).

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 284 stores as of 31^st March, 2022. 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 2022 was ''30,493.37 crore, which is 27.08% more than the previous year''s income of ''23,996.10 crore. Our total income on consolidated basis for FY 2022 was ''31,093.76 crore as against ''24,339.27 crore during FY 2021.

On standalone basis, the net profit after tax (PAT) for FY 2022 stood at ''1,616.17 crore as against previous year''s net profit of ''1,165.31 crore thereby recording a growth of 38.69%. Our net profit after tax (PAT) on consolidated basis for FY 2022 amounted for ''1,492.4 crore as compared to ''1,099.43 crore in the previous year.

There was no change in nature of business of the Company, during the year under review.

CREDIT RATING

Your Company has been rated by CRISIL Limited (âCRISILâ) vide its letter dated 16^th February, 2022 for its bank facilities as follows:

Instruments	Rating
Bank Loan Facilities of ''500 crore	CRISIL AA /Stable
(Earlier Limit ''585 crore)	(Re-affirmed)

The above ratings indicate high degree of safety regarding timely servicing of financial obligations. The rated instrument carries lowest credit risk. With the above rating affirmations, the Company continues to enjoy high credit quality rating for its long-term bank facilities.

The Company was not identified as a âLarge Corporateâ for financial year 2021-22 as per the criteria under SEBI Circular No. SEBI/ HO/DDHS/CIR/P/2018/144 dated 26^th November, 2018.

Out of the total fund raised by the Company under Qualified Institutional Placement, an amount of ''1,235 crore is unutilized as on 31^st March, 2022.

CHANGES IN SHARE CAPITAL

During FY 2021-22 there was no change in the authorised and paid-up share capital of the Company. The paid-up Equity Share Capital as on 31^st March, 2022 amounted to ''647.77 crore.

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

UTILIZATION OF QUALIFIED INSTITUTION PLACEMENT (QIP) PROCEEDS

The proceeds of funds raised under Qualified Institutional Placement of the Company are utilized as per Objects of the Issue. The disclosure in compliance with the Regulation 32 (7A) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is as under:

Sr. No.	Particulars	Actual utilization of QIP proceeds upto 31^st March, 2022	('' in crore) Actual utilization of QIP proceeds upto 31^st March, 2021
1.	Capex payment	1,422.00	783.00
2.	Repayment of Non-convertible Debentures	300.00	300.00
3.	Repayment of WCDL/ Commercial Paper	250.00	250.00
4.	Repayment of Term Loan	158.00	158.00
5.	WC/ General Corporate expenses (Excluding QIP expenses)	713.00	302.00
	Total	2,843.00	1,793.00

TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has 5 subsidiaries as on 31^st March, 2022, the details of which are appended hereunder:

ALIGN RETAIL TRADES PRIVATE LIMITED (ARTPL)

ARTPL, a wholly-owned subsidiary Company incorporated on 22^nd September, 2006, is engaged in the business of packing and selling of grocery products, spices, dry fruits, etc. Its revenue from operations for FY 2022 stood at ''1,587.09 crore against ''1,296.15 crore in the previous year and the Company posted net profit after tax of ''17.15 crore for FY 2022 against ''15.80 crore for FY 2021.

AVENUE FOOD PLAZA PRIVATE LIMITED (AFPPL)

AFPPL was incorporated on 08^th June, 2004 as a wholly-owned subsidiary of our Company. It is engaged in the business of operating food stalls at DMart stores. The revenue from operations of the Company for FY 2022 stood at ''43.34 crore as against ''14.91 crore for FY 2021. The Company reported profit after tax of ''0.31 crore against net loss after tax of ''1.90 crore for previous year.

AVENUE E-COMMERCE LIMITED (AEL)

AEL, a subsidiary Company, incorporated on 11^th 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. Customers can either self-pick up their online orders from any designated DMart Ready Pick-up Points or get them delivered at their doorstep. At many Pick-up Points, it also offers a select range of merchandise available for instant purchase.

AEL completed 5 years of service in the e-commerce space in January 2022. During the FY 2021-22, it expanded its service coverage to include 500 pin codes in 9 cities - Mumbai Metropolitan Region, Pune, Bangalore, Hyderabad, Ahmedabad, Surat, Vadodara, Bhopal, and Indore. AEL also operates a small format grocery store under the brand name, DMart miniMAX. It has two DMart miniMAX stores - one in Mumbai and another in Hyderabad.

AELâs revenue from operations for FY 2022 stood at ''1,667.21 crore vis-a-vis ''791.29 crore in the FY 2021. The Company registered a loss of ''142.07 crore in FY 2022 against the loss of ''80.62 crore in FY 2021.

NAHAR SETH & JOGANI DEVELOPERS PRIVATE LIMITED (NSJDPL)

NSJDPL, subsidiary Company was incorporated on 21^st February, 2014, with main object of, amongst others, development of land and construction. Revenue from operations of the Company for FY 2022 and FY 2021 was ''0.75 crore and the Company earned net profit after tax of ''0.55 crore for FY 2022 against ''0.53 crore for FY 2021.

REFLECT WHOLESALE AND RETAIL PRIVATE LIMITED (RWRPL)

RWRPL, a wholly-owned subsidiary Company was incorporated on 28^th May, 2018, to carry on the business of wholesale and retail of goods and products. It is yet to commence its operations.

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013. No material change has taken place in the nature of business of the subsidiaries.

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 http://www.dmartindia.com/investor-relationship. The same shall also be sent to Members electronically who request for the same by sending email to Company at investorrelations@ dmartindia.com from their registered e-mail address.

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at https://www.dmartindia.com/investor-relationship.

RELATED PARTY TRANSACTIONS

During the year under review, the Company revised its Policy on Related Party Transactions in compliance with the requirements of Companies Act, 2013 and amendment to SEBI Listing Regulations. The said policy is available on the website of the Company https:// www.dmartindia.com/investor-relationship.

All the related party transactions 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 also for the transactions which are not foreseen (subject to financial limit). A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature, value and terms & conditions of the transactions. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations.

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on armâs length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations.

During the FY 2021-22, your Company did not enter into any material related party transactions. Accordingly, disclosure with respect to the same in the Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable.

The transactions entered by the Company during the financial year under review were in conformity with the Companyâs Policy on Related Party Transactions.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointments:

The Board of Directors at its meeting held on 14^th May, 2022, subject to approval of shareholders, approved the re-appointment of Ms. Kalpana Unadkat (DIN:02490816) as an Independent Director of the Company for a second term of five years commencing from 30^th July, 2023 at 22^nd AGM scheduled to be held on 17^th August, 2022.

Resolution seeking shareholders approval for her re-appointment along with other required details are provided as an Annexure to Notice of the Annual General Meeting.

Directors retiring by rotation

Mrs. Manjri Chandak (DIN: 03503615), Director being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and she being eligible has offered herself for re-appointment. The Board of Directors on the recommendations of the Nomination & Remuneration Committee has recommended her re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mrs. Manjri Chandak, are 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 the opinion of the Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued there under as well as Listing Regulations and are independent from Management.

Familiarization Programmes

The Company has conducted familiarization programmes for the Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the Listing Regulations .The details of the training and familiarization programmes conducted by the Company are hosted on the Company''s website under the web link http://www.dmartindia.com/investor-relationship.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

The Board of Directors met Five (5) 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
1.	Mr. Chandrashekhar Bhave	Non-Executive and Independent Director	Chairman
2.	Mr. Ramesh Damani	Non-Executive and Independent Director	Member
3.	Ms. Kalpana Unadkat	Non-Executive and Independent Director	Member
4.	Mrs. Manjri Chandak	Non-Executive Director	Member

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee 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
1.	Mr. Chandrashekhar Bhave	Non-Executive and Independent Director	Chairman
2.	Mr. Ramesh Damani	Non-Executive and Independent Director	Member
3.	Mrs. Manjri Chandak	Non-Executive Director	Member

The Company has formulated Nomination and Remuneration Policy, which sets standards for nomination, remuneration and evaluation of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

The Nomination and Remuneration Policy of the Company is hosted on the Company''s website under the web link http://www. dmartindia.com/investor-relationship.

The Nomination and Remuneration Policy of the Company is disclosed under Annexure-II and forms part of this report.

Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee was constituted by the Board of Directors.

The composition of the Stakeholders Relationship Committee is as under:

Sr. No.	Name	Category	Designation
1.	Mrs. Manjri Chandak	Non-Executive Director	Chairperson
2.	Mr. Ramesh Damani	Non-Executive and Independent Director	Member
3.	Mr. Ramakant Baheti	Executive Director	Member

The brief terms of reference of the Stakeholders'' Relationship Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

Corporate Social Responsibility Committee

To formulate CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act and recommend same to the Board;

To recommend the amount of expenditure to be incurred on CSR activities;

To recommend annual action plan to Board of Directors of the Company in pursuance to the CSR policy and any modification as may be required;

To implement and monitor the CSR activities of the Company, which shall be in compliance with CSR objectives and Policy of the Company;

To provide a report on CSR activities to the Board of the Company periodically;

To undertake impact assessment, if required through an independent agency as per the requirements of Companies Act, 2013 and CSR rules made thereunder;

To monitor and review the CSR Policy of the Company from time to time; and

To ensure the compliance of Section 135 read with Schedule VII of Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and subsequent amendments thereto.

The brief outline of the Company''s CSR initiatives undertaken during the year under review is furnished in Annexure - III 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 www.dmartindia.com.

The composition of the CSR Committee is as under:

Sr. No.	Name	Category	Designation
1.	Mr. Chandrashekhar Bhave	Non-Executive and Independent Director	Chairman
2.	Mr. Ramesh Damani	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, 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 has constituted Risk Management Committee to frame, implement and monitor risk management plan of the Company. The Board has adopted the Risk Management Policy and guidelines 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 composition of the Risk Management Committee is as under:

Sr. No.	Name	Category	Designation
1.	Mr. Ignatius Navil Noronha	Executive Director	Chairman
2.	Mr. Ramakant Baheti	Executive Director	Member
3.	Mrs. Manjri Chandak	Non-Executive Director	Member
4.	Ms. Kalpana Unadkat*	Non-Executive and Independent Director	Member
5.	Mr. Ashutosh Dhar	Sr. VP - Loss Prevention & Risk Management	Member
5.	Mr. Vikram Bhatia	Sr. VP - Information Technology	Member

*Ms. Kalpana Unadkat was appointed as a member of Risk Management Committee w.e.f. 10^th July, 2021.

Directorâs 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 31^st March, 2022; the Board of Directors hereby confirms that:

a. i n 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 judgments 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 31^st March, 2022 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 âVigil 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 and Directors from any victimization 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 the Chairman of the Audit Committee.

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 has carried out annual performance evaluation of its own performance, the directors individually as well as the working of its Committees.

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, 08^th January, 2022 to review:

The performance of non-independent directors and the Board as a whole and its Committees thereof;

The performance of the Chairperson 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

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 and 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 Options

The Employee Stock Option Scheme 2016 is being administered and monitored by the ESOP Committee of the Company. The scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review no options were exercised during the year under the ESOP Scheme 2016.

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 Scheme are uploaded on the website of the Company www.dmartindia.com.

Internal Financial Control Systems and their adequacy

The details of the internal financial control systems and their adequacy are included in Management Discussions and Analysis Report, which forms part of the Annual Report.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under: Statutory Auditors

5 R B C & Co LLP, Chartered Accountants (Firm Registration No.324982E/E300003) were appointed as Statutory Auditors of the Company at the 17^th AGM held on 6^th September, 2017, to hold office till the conclusion of ensuing 22^nd AGM.

The Board of Directors of the Company at their meeting held on 14^th May, 2022 on the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the re-appointment of S R B C

6 Co LLP, Chartered Accountants (Firm Registration No.324982E/ E300003), as the Statutory Auditors, for a further period of 5 (Five) years i.e. from the conclusion of the 22^nd AGM till the conclusion of 27^th AGM of the Company. The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from S R B C & Co LLP, Chartered Accountants.

Required resolution for re-appointment of the said Auditor is included in the Notice of AGM for seeking approval of the members.

The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended 31^st March, 2022. The said Auditors'' Report(s) for the financial year ended 31^st March, 2022 on the financial statements of the Company forms part of this Annual Report.

Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2022

The Auditors Report for the financial year ended 31^st March, 2022 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 Audit Report for the year ended 31^st March, 2022

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 FY 2021-22. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

The said Report is disclosed under Annexure-V and forms part to this report.

Internal Audit and Control

During the year under review Mr. Rajan Arora resigned as an Internal Auditor of the Company w.e.f. 16^th October, 2021 and Mr. Rohit Mundhra was appointed as an Internal Auditor of the Company by the Board based on the recommendation of the Audit Committee at its meeting held on 16^th October, 2021.

The Internal Auditor of the Company directly reports to the Audit Committee for functional matters. The Audit Committee reviews internal audit report and controls at its quarterly meetings. 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 31^st March, 2022 is available on the Company''s website at http://www.dmartindia.com/investor-relationship.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Report on Corporate Governance and Management Discussion and Analysis

Business Responsibility Report

The Company''s sustainability initiatives as provided in the Business Responsibility Report are in line with the key principles enunciated in âNational Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Businessâ framed by the Ministry of Corporate Affairs. Pursuant to the provisions of Regulation 34 of the Listing Regulations, the said report is attached separately, which forms part of this Annual Report.

Secretarial Standards Compliance

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 work place 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 2021-22 are as follows:

No. of Complaints received during the year	0
Complaints received in FY 2020-21, disposed off during the year	1
No. of complaints pending as on 31.03.2022	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;

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;

ACKNOWLEDGEMENTS AND APPRECIATION

Mar 31, 2021

Dear Members,

Your Directors have pleasure in presenting the Twenty First Annual Report of Avenue Supermarts Limited (âthe Companyâ) together with the audited financial statements of the Company for the financial year ended 31^st March, 2021.

FINANCIAL PERFORMANCE

The Company''s financial performance during the year ended 31^st March, 2021 compared to the previous financial year is summarized below:

Particulars	Standalone		('' in crore) Consolidated
Particulars	FY 2020-21	FY 2019-20	FY 2020-21	FY 2019-20
Income from operations	23,787.20	24,675.01	24,143.06	24,870.20
Other Income	208.90	63.33	196.21	59.99
Total Income	23,996.10	24,738.34	24,339.27	24,930.19
Expenses	22,451.31	22,955.45	22,855.82	23,185.42
Profit before tax	1,544.79	1,782.89	1,483.45	1,744.77
Less: Tax Expense	379.48	433.00	384.02	443.79
Profit after Tax	1,165.31	1,349.89	1,099.43	1,300.98
Other comprehensive Income (net of taxes)	(1.44)	(3.79)	(1.90)	(4.08)
Total Comprehensive income for the year	1,163.87	1,346.10	1,097.53	1,296.90

The financial statements for the year ended 31^st March, 2021 have been prepared as per the Indian Accounting Standards (Ind AS).

BUSINESS AND OPERATIONS

During the year under review, your Company expanded operations by adding 22 new stores despite restrictions imposed due to outbreak of COVID-19 pandemic. The Company converted 2 stores into fulfillment centers for its Subsidiary company, Avenue E-commerce Limited. The Company has presence across 11 states and 1 union territory with a total of 234 stores as of 31^stMarch, 2021. We remain focussed 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 2021 was ''23,996.10 Crore, which is 3% lower than the previous year''s income of ''24,738.34 Crore. Our total income on consolidated basis for FY 2021 was ''24,339.27 Crore as against ''24,930.19 Crore during FY 2020.

On standalone basis, the net profit after tax (PAT) for FY 2021 stood at ''1,165.31 Crore as against previous year''s net profit of ''1,349.89 Crore thereby recording a de-growth of 13.67%.

Our net profit after tax (PAT) on consolidated basis for FY 2021 amounted for ''1,099.43 Crore as compared to ''1,300.98 Crore in the previous year.

There was no change in nature of business of the Company, during the year under review.

CREDIT RATING

Your Company has been rated by CRISIL Limited (âCRISILâ) vide its letter dated 09^th November, 2020 for its debt instruments/ bank facilities as follows:

Sr.

No.

Instruments

Rating

Bank Loan Facilities of ''585 Crores

CRISIL AA /Stable

Commercial Paper of ''200 Crores

CRISIL A1

Out of the total fund raised by the Company under Qualified Institutional Placement, an amount of '' 2,285 Crore is unutilized as on 31^st March, 2021.

CHANGES IN SHARE CAPITAL

During FY 2020-21 there was no change in the authorised and paid-up share capital of the Company. The paid-up Equity Share Capital as on 31^st March, 2021 amounted to '' 647.77 Crores.

UTILIZATION OF QUALIFIED INSTITUTIONAL PLACEMENT (QIP) PROCEEDS

Sr. No.	Particulars	Actual utilization of QIP proceeds upto 31^st March, 2021 ('' in crore)	Actual utilization of QIP proceeds upto 31^st March, 2020 ('' in crore)
1.	Capex payment	783.00	-
2.	Repayment of Non-convertible Debentures	300.00	300.00
3.	Repayment of WCDL/ Commercial Paper	250.00	250.00
4.	Repayment of Term Loan	158.00	158.00
5.	WC/ General Corporate expenses (Excluding QIP expenses)	302.00	302.00
	Total	1,793.00	1,010.00

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

TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has 5 subsidiaries as on 31^st March, 2021. The details of which are appended hereunder:

ALIGN RETAIL TRADES PRIVATE LIMITED (ARTPL)

ARTPL, a wholly-owned subsidiary Company incorporated on 22^nd September, 2006, is engaged in the business of packing

and selling of grocery products, spices, dry fruits, etc. Its revenue from operations for FY 2021 stood at ''1,296.15 Crore against ''1,177.62 Crore in the previous year and the Company posted net profit after tax of ''15.80 Crore for FY 2021 against ''24.81 Crore for FY 2020.

AVENUE FOOD PLAZA PRIVATE LIMITED (AFPPL):

AFPPL is a wholly-owned subsidiary Company incorporated on 08^th June, 2004. It is engaged in the business of operating food stalls at DMart stores. The revenue from operations of the Company for FY 2021 stood at ''14.91 Crore as against ''32.41 Crore for FY 2020. The Company reported loss after tax of '' 1.90 Crore against net profit after tax ''6.29 Crore for previous year.

AVENUE E-COMMERCE LIMITED (AEL)

AEL, a subsidiary Company, incorporated on 11^th November, 2014 is engaged in the business of online grocery retail under the brand name âDMart Readyâ. AEL allows its customers to order a broad range of grocery and household products through its mobile app and through the website www.dmart.in. Customers can either selfpick up their online orders from any designated Dmart Ready Pickup points or get them delivered at their door step.

AEL has been operating its business in Mumbai through its fulfillment centers and a network of Pick-up points located across the Mumbai Metropolitan region. During the Financial Year 202021, AEL expanded its coverage by opening additional fulfillment centers and Pick-up points in MMR and in four new cities viz. Pune, Hyderabad, Bangalore and Ahmedabad.

AELâs revenue from operations for FY 2021 stood at ''791.29 Crore vis-a-vis '' 354.03 Crore in the FY 2020.The Company registered a loss of '' 80.62 Crore in FY 2021 against the loss of ''79.71 Crore in FY 2020.

NAHAR SETH & JOGANI DEVELOPERS PRIVATE LIMITED (NSJDPL):

NSJDPL, subsidiary Company was incorporated on 21^st February, 2014, with main object of, amongst others, development of land and construction. Revenue from operations of the Company for FY 2021 and FY 2020 was '' 0.75 Crore and the Company earned net profit after tax of '' 0.53 Crore for FY 2021 against ''0.54 Crore for FY 2020.

REFLECT WHOLESALE AND RETAIL PRIVATE LIMITED (RWRPL)

RWRPL, a wholly-owned subsidiary Company was incorporated on 28^th May, 2018, to carry on the business of wholesale and retail of goods and products. It is yet to commence its operations.

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-II 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 audited financial statements in respect of subsidiaries are available on the website of the Company under web link http://www.dmartindia.com/investor-relationship. The same shall also be sent to Members electronically who request for the same by sending email to Company at investorrelations@ dmartindia.com from their registered e-mail address.

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at https://www.dmartindia.com/investor-relationship.

RELATED PARTY TRANSACTIONS

In compliance with the requirements of SEBI Listing Regulations, the Company has in place a Policy on Related Party Transactions which is available on the website of the Company https://www. dmartindia.com/investor-relationship.

All the related party transactions are placed before the Audit Committee for the 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 also for the transactions which are not foreseen (subject to financial limit). A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature, value and terms & conditions of the transactions. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made there under and the Listing Regulations.

All related party transactions entered into by the Company during the financial year under review were generally in the ordinary course of business and always on armâs length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations.

During the year 2020-21, your Company did not enter into any material related party transactions. Accordingly, disclosure with respect to the same in the Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable.

The transactions entered by the Company during the financial year under review were in conformity with the Companyâs 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, 201 3 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

The Board of Directors of the Company comprises of seven Directors, of which three are Executive Directors, one Nonexecutive 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.

Re-appointments:

As per Section 149 of the Companies Act, 2013 and on recommendations of the Nomination & Remuneration Committee, Mr. Chandrashekhar Bhave (DIN: 00059856) was re-appointed as an Independent Director of the Company for a term of five years commencing from 17^th May, 2021, which was approved by the members of the Company at their 20^th Annual General Meeting held on 1^st September, 2020.

Mr. Ignatius Navil Noronha (01787989) was re-appointed as a Managing Director of the Company designated as âChief Executive Officerâ for a period of five years commencing from 1^st February, 2021 by the members of the Company in 20^th Annual General Meeting held on 1^st September, 2020.

Mr. Elvin Machado (DIN:07206710) was re-appointed as a Wholetime Director of the Company for a term of three years commencing from 10^th June, 2021 by the members of the Company at their 20^thAnnual General Meeting held on 1^st September, 2020.

Directors retiring by rotation

Consequently, Mr. Elvin Machado (DIN: 07206710), Director being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and he being eligible has offered himself for re-appointment. The Board of Directors on the recommendations of the Nomination & Remuneration Committee has recommended his re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, brief details of Mr. Elvin Machado, are 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 16(1) (b) 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 ndependence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

n the opinion of the Board, Independent Directors fulfill the onditions specified in Companies Act, 2013 read with the Schedules and Rules issued there under 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 Indian Institute of Corporate Affairs in terms of Section 150 mf the Companies Act, 2013 read with Rule 6 of the Companies Appointment & Qualification of Directors) Rules, 2014.

amiliarization Programmes

he Company has conducted familiarization programmes for the ndependent Directors of the Company covering the matters as pecified in Regulation 25(7) of the Listing Regulations. The details f the training and familiarization program conducted by the Company are hosted on the Company''s website under the web ink http://www.dmartindia.com/investor-relationship.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Board Meetings

he Board of Directors met five (5) times during the financial year nder review. The details of the Board meetings and attendance f each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report.

Audit Committee

rhe Company''s Audit Committee composition is in line with the equirements of Section 177 of the Companies Act, 2013 and egulation 18 of the Listing Regulations.

The composition of the Audit Committee is as under:
Sr. No.	Name	Category	Designation
1.	Mr. Chandrashekhar Bhave	Non-Executive and Independent Director	Chairman
2.	Mr. Ramesh Damani	Non-Executive and Independent Director	Member
3.	Ms. Kalpana Unadkat	Non-Executive and Independent Director	Member
4.	Mrs. Manjri Chandak*	Non-Executive Director	Member

*Mr. Ramakant Baheti ceased to be a member of Audit Committee & Mrs. Manjri Chandak was appointed as Audit Committee member w.e.f. 17^th October, 2020.

Sr. No.	Name	Category	Designation
1.	Mr. Chandrashekhar Bhave	Non-Executive and Independent Director	Chairman
2.	Mr. Ramesh Damani	Non-Executive and Independent Director	Member
) 3.	Mrs. Manjri Chandak	Non-Executive Director	Member

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee 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
1.	Mr. Chandrashekhar Bhave	Non-Executive and Independent Director	Chairman
2.	Mr. Ramesh Damani	Non-Executive and Independent Director	Member
3.	Mrs. Manjri Chandak	Non-Executive Director	Member

The Nomination and Remuneration Policy of the Company is hosted on the Company''s website under the web link http://www. dmartindia.com/investor-relationship.

The Nomination and Remuneration Policy of the Company is disclosed under Annexure-III and forms part of this report.

Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations, the Stakeholders'' Relationship Committee was constituted by the Board of Directors.

The composition of the Stakeholders Relationship Committee is

Sr. No.	Name	Category	Designation
1.	Mrs. Manjri Chandak	Non-Executive Director	Chairperson
2.	Mr. Ramesh Damani	Non-Executive and Independent Director	Member
3.	Mr. Ramakant Baheti	Executive Director	Member

Corporate Social Responsibility Committee

Responsibility (CSR) Committee. The Committee is entrusted with following responsibilities: