avenue super Directors report

Dear Members,

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

FINANCIAL PERFORMANCE

The Companys financial performance during the year ended 31^st March, 2023 compared to the previous financial year is summarised below: ( in crore)

Particulars	Standalone		Consolidated
	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 years 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 years 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 ("CRISIL") 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 ‘Stable and Rating
	Reaffirmed)

The Company was not identified as a "Large Corporate" 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 ("Listing Regulations") is as under:

		( in crore)
Sr. No. Particulars	Actual utilisation of QIP proceeds up to 31st March, 2023	Actual utilisation of QIP proceeds up to 31st 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

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 Companys 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 2022-23.

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, 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 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.

AELs revenue from operations for FY 2023 stood at 2,202.03 crore vis-?-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. RHRPLs 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 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 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 Companys 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 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 arms 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 Companys Policy on Related Party Transactions.

PARTICULARSOFLOANS,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

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 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 Whole-time 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

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM.

Mr. 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 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 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.

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 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 Companys 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 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 Companys 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 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 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 Companys 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

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 Companys 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 Companys 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

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 Companys 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 Companys 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.

Directors 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;

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, 2023 and of the profit of the Company for that year;

c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted ‘Vigil Mechanism Policy for Directors, Employees and other Stakeholders of the Company to report concerns about unethical behaviour. The policy provides a mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The employees of the Company have the right/option to report their concern/grievance to the Chairman 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 Companys website www. dmartindia.com

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, 14^th January, 2023 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 non-executive directors;

• To assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as

Annexure-IV.

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

S R B C & Co LLP, Chartered Accountants (Firm Registration No. 324982E/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, 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.

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. Companys 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, 2023 is available on the Companys 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–VI 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)

The Company has provided BRSR in lieu of Business Responsibility Report and the same is in line with the SEBI requirement based on the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business notified by Ministry of Corporate Affairs (MCA). 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

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 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 Companys 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 Companys operations in future;

4. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

5. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-Time Directors of the Company;

6. Revision of the financial statements pertaining to previous financial periods during the financial year under review;

7. Maintenance of cost records as per sub-section (1) of Section 148 of the Companies Act, 2013;

8. Frauds reported as per Section 143(12) of the Companies Act, 2013;

9. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year and;

10. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Board takes this opportunity to thank Companys employees at all levels for their hard work and commitment. Your Board also places on record its sincere appreciation for the continued support received from the customers, members, suppliers, bankers, financial institutions and all other business partners/associates.

	For and on behalf of the Board of Directors of
	Avenue Supermarts Limited
	Ignatius Navil Noronha	Ramakant Baheti
Place: Thane	Managing Director & CEO	Whole-time Director & Group CFO
Date: 13th 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