Directors Report of Trent Ltd.

Mar 31, 2023

The Directors present their Seventy First Annual Report together with the audited financial statements for the financial year ended 31^st March 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Results

					('' in Crores)
	Standalone			Consolidated
	2022-2023	2021-2022		2022-2023	2021-2022
Revenue from operations	7,715.19	3,880.73		8,242.02	4,498.02
Other Income	411.70	278.97		260.92	175.21
Total Income	8,126.89	4,159.70		8,502.94	4,673.23
Total Expenses	7,416.38	3,823.54		8,031.28	4,539.71
Profit/(Loss) before exceptional items and tax	710.51	336.16		471.66	133.52
Exceptional Items - income/(expense)	-	(13.16)		(3.00)	(27.44)
Share in profit and loss of Associates/Joint venture as per Equity method	-	-		83.47	5.14
Profit/(Loss) before tax	710.51	323.00		552.13	111.22
Total Tax expenses	155.94	73.37		158.44	76.62
Profit/(Loss) for the period from continuing operations	554.57	249.63		393.69	34.60
Profit/(Loss) from discontinued operations (after tax)	-	-		-	-
Profit/(Loss) for the period Other Comprehensive Income	554.57	249.63		393.69	34.60
Items that will not be reclassified to Profit and Loss	(175.66)	(3.50)		(166.72)	6.78
Income tax relating to items that will not be reclassified to Profit or Loss	20.09	0.71		18.82	(0.67)
Items that will be reclassified to Profit and Loss *[full figure (''7,520)]	-	-		0.01	(0.00)*
Income tax relating to items that will be reclassified to Profit or Loss	-	-		-	-
Other Comprehensive Income for the period, net of tax	(155.57)	(2.79)		(147.89)	6.11
Total Comprehensive Income for the period	399.00	246.84		245.80	40.71
Profit/(loss) attributable to Equity holders of Company	-	-		444.69	105.83
Profit/(loss) attributable to Non-Controlling interest	-	-		(51.00)	(71.23)
Total Comprehensive Income attributable to Equity holders of Company	-	-		296.65	112.00
Total Comprehensive Income attributable to NonControlling interest	-	-		(50.85)	(71.29)
Retained earnings - Opening Balance Appropriations	426.17	219.20		(165.79)	(228.96)
Dividend on equity shares	39.10	42.66		39.10	42.66
Closing balance of retained earnings	941.64	426.17		239.80	(165.79)

During the period under review, the Company registered strong growth. FY23 was not disrupted by the pandemic unlike FY22. Accordingly, revenue from operations grew 98.81% from ''3,880.73 Crores in FY22 to ''7,715.19 Crores in FY23. The Company continued to pursue growth and expansion across all its formats ending with 590 stores as of March 2023 as compared to 445 stores as of March 2022. The profits after tax increased from ''249.63 Crores to ''554.57 Crores, a growth of 122.16% and total comprehensive income increased from ''246.84 Crores to ''399.00 Crores, a growth of 61.64%.

The Company’s consolidated financial performance also registered an encouraging improvement. The consolidated revenue from operations grew 83.24% from ''4,498.02 Crores in FY22 to ''8,242.02 Crores in FY23. The consolidated profits after tax increased from ''34.60 Crores to ''393.69 Crores, a growth of 1,037.83% and total comprehensive income increased from ''40.71 Crores to ''245.80 Crores, a growth of 503.78%.

2. Dividend

Considering the Company’s financial performance, growth plans and related funding requirements, the Board of Directors has recommended a dividend @ 220% i.e. ''2.20/- per equity share on 35,54,87,461 equity shares of ''1/- each (previous year interim dividend @ 60% i.e. ''0.60/- per equity share and final dividend @ 110% i.e. ''1.10/- per equity share on 35,54,87,461 equity shares of ''1/- each) for the financial year ended 31^st March 2023, subject to the approval of the shareholders.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. As a result, the Company will pay the dividend after deducting any applicable tax at the source.

The total dividend on equity shares for FY 2022-23, if approved by the shareholders, would aggregate to ''78.21 Crores.

3. Dividend Distribution Policy

In term of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing

Regulations), the Board of the Company has adopted a Dividend Distribution Policy, which can be accessed on the website of the Company https://docs.trentlimited. com/investor/Dividend Distribution Policy.pdf

4. Transfer to reserves

As permitted under the provisions of the Companies Act, 2013 (Act), the Board does not propose transferring any amount to general reserve.

5. Share Capital

The paid-up equity share capital of the Company as on 31^st March 2023 is ''35,54,87,461/- comprising of 35,54,87,461 equity shares of ''1/- each. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. The Company has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

6. Management Discussion and Analysis Report

A separate section on Management Discussion and Analysis Report (MD&A) is included in the Annual Report as required under Regulation 34(2)(e) of the SEBI Listing Regulations.

7. Business Excellence Initiative

The Company participates in the Tata Business Excellence Model (TBEM) business maturity review and evaluation mechanism. TBEM emphasizes quality, leadership, strategic planning, customer orientation & services, process orientation, human relations, shareholder value and commitment to community development.

8. Board and Committee meetings

During the year under review, thirty-five Board/ Committee meetings were held including six Board meetings, seven Audit Committee meetings, seven Nomination and Remuneration Committee meetings, one Stakeholders Relationship Committee meeting, three Corporate Social Responsibility and Sustainability Committee meetings, one Borrowing and Investment Committee meeting, seven Property Committee meetings, two Risk Management Committee meetings and one Independent Directors meeting.

The Audit Committee consists of Mr. J. Merchant as the Chairman, Mr. N. N. Tata, Mr. B. N. Vakil (Member upto 24^th June 2022) and Mr. R. S. Gill as Members. During the year, there were no instances where the recommendations of the Audit Committee were not accepted by the Board.

9. Directors

At the Seventieth Annual General Meeting (AGM) of the Company held on 10^th June 2022, the shareholders approved the following appointment/ re-appointment:

- appointment of Mr. R. S. Gill and

Ms. H. Ravichandar as Independent Directors, not being liable to retire by rotation, for their first term from 29^th December 2021 up to 28^th December 2026;

- appointment of Mr. J. Holtzhausen as Independent Director, not being liable to retire by rotation, for a term commencing from 27^th April 2022 up to 9^th August 2024;

- re-appointment of Mr. P. Venkatesalu with

the designation of Executive Director and Chief Executive Officer of the Company from 6^th October 2021 to 5^th October 2024.

Mr. B. N. Vakil ceased to be a Director of the Company w.e.f. 25^th June 2022, pursuant to completion of his second term as an Independent Director. The Board places on record its sincere appreciation for the services rendered by him as a Director of the Company and as a member of the Audit Committee and Risk Management Committee and Chairman of the Nomination and Remuneration Committee.

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. J. Merchant, Ms. H. Ravichandar, Mr. R. S. Gill, Ms. S. Given and Mr. J. Holtzhausen are the Independent Directors of the Company as on the date of this report. All the Independent Directors have submitted declarations that each of them meets the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent directors during the year. All the Independent Directors have confirmed that they are in compliance with Rules (6)(1) and (6)(2) of the Companies (Appointment and Qualification of

Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. Bhaskar Bhat is liable to retire by rotation at the ensuing AGM and is eligible for re-appointment. A resolution seeking shareholders’ approval for his re-appointment along with other required details forms part of the Notice.

10. Key Managerial Personnel

Based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors of the Company had approved the appointment of:

- Mr. Dharmendar Jain as an interim Chief Financial Officer of the Company w.e.f 1^st February 2022. Mr. Jain resigned as an interim Chief Financial Officer of the Company w.e.f. close of working hours on 31^st May 2022;

- Mr. Neeraj Basur as Chief Financial Officer of the Company w.e.f. 1^st June 2022.

Mr. M. M. Surti, Company Secretary and Compliance Officer of the Company retires w.e.f. close of working hours on 31^st May 2023. The Board of Directors places on record its appreciation for the services rendered by him over the years.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has approved the appointment of Ms. Krupa Anandpara as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. 1^st July 2023.

The Key Managerial Personnel of the Company as on 31^st March 2023 are Mr. P. Venkatesalu - Executive Director and Chief Executive Officer, Mr. Neeraj Basur

- Chief Financial Officer (w.e.f. 1^st June 2022) and Mr. M. M. Surti - Company Secretary (upto 31^st May 2023).

11. Particulars of loans, guarantees or investments

The particulars of loans given, investments made, guarantees given and securities provided as per Section 186 of the Act by the Company are disclosed in the standalone financial statements.

12. Related Party Transactions

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm’s length basis. In accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has not entered into material contracts or arrangements or transactions with related parties. The Company has nothing to report in Form AOC-2, hence, the same is not annexed.

Pursuant to the provisions of the SEBI Listing

Regulations and basis the recommendation of the Audit Committee, the shareholders of the Company had approved the Ordinary Resolution by way of Postal Ballot on 24^th January 2023 for material related party transactions during FY 2022-23 between the Company and Trent Hypermarket Private Limited, a Joint Venture Company for an aggregate value not exceeding ''700 Crores.

Pursuant to the provisions of the SEBI Listing

Regulations and basis the recommendation of the Audit Committee, the resolution seeking approval of the shareholders for material related party transactions between the Company and Trent Hypermarket Private Limited during FY 2023-24 for an aggregate value not exceeding ''1,500 Crores, forms part of the Notice.

The related party transactions are placed before the Audit Committee for prior approval, as required under applicable law. Only independent directors who are members of the Audit Committee approve the same.

Prior omnibus approval of the Audit Committee is also obtained for the transactions that are repetitive in nature and entered in the ordinary course of business and on an arm’s length basis. A statement of all related party transactions is placed before the Audit Committee for review on a quarterly basis, specifying the nature and value of the transactions.

The Company has adopted a policy on Related Party Transactions. The policy as approved by

the Audit Committee and the Board of Directors is uploaded on the website of the Company https://docs.trentlimited.com/investor/Policy on Related Party Transactions 4600a5ac-f67a-4d02-bca3-6fe3c54ed939.pdf?v=1658401051

13. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective, are provided in the Business Responsibility and Sustainability Report which is included as a separate section in the Annual Report.

14. Risk Management Policy

The Company has a Risk Management Policy consistent with the provisions of the Act and the SEBI Listing Regulations.

The central Risk Management team under the leadership of the Chief Financial Officer facilitates execution of the Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Enterprise Risk Management (ERM) structure prescribed under the Committee of Sponsoring Organization of the Treadway Commission (COSO) 2017 framework has been adopted for implementation by the Company. In this context, the Company has adopted a Risk Management Policy. The ERM framework has also been integrated with the Company’s strategy planning and its business performance review processes.

The Company has laid down governance procedures around information, communication and risk reporting to inform the Risk Management Committee, the Audit Committee and the Board of Directors about risk assessment, mitigation effectiveness evaluation and related outcome and status.

The Company has a Risk Management Committee of the Board of Directors of the Company under the Chairmanship of Mr. H. Bhat, Non-Executive Director of the Company, to assist the Audit Committee and the Board of Directors in overseeing the Company’s risk management processes and controls.

The strategic risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate/ relevant.

15. Deposits

During the year under review, the Company has not accepted any deposits from the public. As on 31^st March 2023, there were no deposits which were unclaimed and due for repayment.

16. Significant and material orders passed by regulators or courts

No significant or material orders were passed, during the period under review, by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

17. Material changes and commitments, if any, affecting the financial position of the Company

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

18. Internal Financial Controls

Your Company has laid down standards and processes which enable internal financial control across the Company and ensure that the same are adequate and are operating effectively. Details of the internal financial controls and related systems are provided in the MD&A.

19. Particulars of Employees

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure A.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at [email protected].

20. Annual evaluation made by the Board of its own performance and that of its Committees and individual Directors

According to the provisions of the Act, the corporate governance requirements as prescribed by the SEBI Listing Regulations and the guidance note on Board evaluation issued by SEBI on 5^th January 2017, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

The Nomination & Remuneration Committee (NRC) has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees.

The performance of the Board was evaluated by the Board of Directors after seeking input from all the Directors on the basis of criteria such as structure of the board, meetings and functions of the board, degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to committees, effectiveness of board processes, information and functioning and quality of the relationship between the Board and the Management, etc.

The performance of the Committees was evaluated by the Board after seeking input from the Committee Members on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the board, contribution to decisions of the board, effectiveness of the meetings and quality of the relationship of the committee with the Board and the Management, etc.

The Board and the NRC reviewed the performance of the individual Directors on the basis of criteria such as knowledge and competency, fulfilment of functions, ability to function as a team, initiatives taken, availability and attendance at meetings, integrity, independence, contribution at board/committee meetings and guidance/support to the management outside board/committee meetings, etc. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer the meetings, impartiality, ability to keep shareholders’ interests in mind and motivating and providing guidance to the executive directors, etc.

Performance of Non-Independent Directors, performance of the Board as a whole, and performance of the Chairman of the Company were evaluated in a separate meeting of Independent Directors, taking into account the views of Executive Director and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

21. Company’s Policy on Directors’ appointment and remuneration, etc.Procedure for nomination and appointment of directors

The NRC is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director’s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the profiles of potential candidates’ vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for determining qualifications, positive attributes and independence of a director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations.

Independence

In accordance with the above criteria, a director will be considered as an ‘Independent Director’ if he/she meets with the criteria for ‘Independent Director’ as laid down in the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

Qualifications

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes

In addition to the duties as prescribed under the Act, the directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The NRC has considered the following factors while formulating the Policy:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to directors, key managerial personnel and all other employees is as per the Remuneration Policy of the Company.

The policy on Directors appointment which also lays down the criteria for determining qualifications, positive attributes and independence of a Director and the Remuneration Policy, as approved by the NRC and the Board of Directors is available on the website of the Company https://docs.trentlimited.com/ investor/Policy on appointment of Director.pdf and https://docs.trentlimited.com/investor/Remuneration Policy.pdf respectively.

22. Details of establishment of Vigil Mechanism/ Whistle Blower Policy

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism to the Directors, employees, and other stakeholders of the Company to approach the Chairman of the Audit Committee / Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct.

The Whistle Blower Policy is available on the website of the Company https://docs.trentlimited.com/ whistleblower policy.pdf

23. Corporate Social Responsibility

Corporate Social Responsibility (CSR) is an integral part of our culture. The Company strongly believes in the Tata ethos that "what comes from the community should go back many times”. One of the key features of our CSR projects is their focus on a participatory and collaborative approach with the community. The Company continues to emphasize the implementation of the key areas denoted and chosen for its sustainability. The Company has adopted a CSR Policy in compliance with the provisions of the Act. The Company has spent ''1.74 Crores, which is marginally higher than the statutory amount required to be spent, towards the CSR projects for FY 2022-23. The Annual Report on CSR activities is attached as Annexure B.

24. Secretarial Auditor’s Report

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Board of Directors of the Company had appointed M/s. Parikh & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31^st March 2023. The Secretarial Audit Report is given as Annexure C.

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Board of Directors of Booker India Limited (BIL), material subsidiary of the Company, had appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of BIL for the year ended 31^st March 2023. The Secretarial Audit Report of BIL is given as Annexure D.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Reports.

25. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31^st March 2023 is available on the website of the Company at https://docs.trentlimited.com/investor/Form MGT 7 -Annual Return - FY 22-23.pdf?v=1683294841

26. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Practicing Company Secretary confirming compliance with conditions on Corporate Governance as stipulated in the SEBI Listing Regulations as on 31^st March 2023.

27. Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year ended 31^st March 2023.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their information and knowledge, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b. they have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period;

c. they have taken proper and sufficient care 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. they have prepared the annual accounts on a going concern basis;

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

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

28. Auditors

The shareholders of the Company at the Seventieth AGM held on 10^th June 2022, approved the re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditors of the Company for a second term of five consecutive years to hold the office till the conclusion of Seventy Fifth AGM to be held in the year 2027. The Auditor’s reports for FY 2022-23 do not contain any qualifications, reservations, or adverse remarks.

29. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy

on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment. During FY 2022-23, the Committee has received 13 complaints pertaining to sexual harassment, all of which were resolved with appropriate action.

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

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations. The Company is committed to reducing its dependence on energy consumed from fossil fuels and deployment of more environment friendly energy sources like CNG etc. The Company has invested in renewable energy through capital expenditure and operational expenses model in distribution centers in Vapi and Pune, respectively. Solar energy facility at Vapi distribution center has generated 1.8 million units till now with an investment of around ''1.5 Crores. Renewable energy facility at Pune distribution center operates on operational expenditure model with a full capacity of 300KW. These initiatives are in addition to other energy conservation mechanisms used in our stores through LED lighting and IOT technologies. Further details on these efforts are available in the MD&A.

B. Technology Absorption: Nil

C. Foreign Exchange Earnings and Outgo: The Company incurred ''411.28 Crores in foreign currency for purchase of goods, receipt of services and reimbursement of expenses. The Company earned ''35.55 Crores in foreign currency from retail sales through international credit cards.

31. Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

32. Maintenance of Cost Records

As specified in Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Company is not engaged in the business of production of goods or providing of services. Accordingly, the requirement of maintaining cost records in accordance with Section 148(1) of the Act read with the aforementioned Rules is not applicable to the Company for the period under review.

33. Subsidiaries, joint venture and associates of the Company

Key subsidiaries, joint venture and associates of the Company:

a) Trent Hypermarket Private Limited (THPL), a joint venture of the Company, operates the retail business (under Star Banners). THPL reported a consolidated total income of ''1,825.43 Crores (''1,362.63 Crores in FY 2021-22) for the period under review and total comprehensive loss of ''102.86 Crores (''136.56 Crores in FY 2021-22).

b) Booker India Limited (BIL), a material subsidiary of the Company, is engaged in wholesale cash and carry business. BIL reported a total income of ''274.95 Crores (''367.55 Crores in FY 2021-22) for the period under review and total comprehensive loss of ''40.73 Crores (''68.51 Crores in FY 2021-22).

Merger

BIL and Booker Satnam Wholesale Limited (BSWL), wholly owned subsidiary of BIL, had filed a joint application with the Hon’ble National Company Law Tribunal (NCLT) for the approval of the Scheme of Arrangement and Merger of BSWL with BIL and their respective shareholders, w.e.f. the Appointed Date i.e. 1^st April 2021, subject to requisite approvals. Pursuant to Order of the NCLT and receipt of requisite approvals, the Scheme is effective from 19^th April 2023. Accordingly, BSWL is dissolved and cease to be a subsidiary of BIL from the said date. The merger would lead to greater efficiency in combined business including economies of scale, efficiency of operations, cash flow management, increase asset base for the purpose of development of businesses of the combined entity and enhance their growth opportunities. The merger shall also result in simplification of the group structure.

c) Fiora Business Support Services Limited (FBSSL), a subsidiary of the Company, is engaged in the business of providing business support and consultancy services relating to accounting, merchandising, human resources, payroll, etc. FBSSL reported a total income of ''106.79 Crores (''62.02 Crores in FY 2021-22) for the period under review and total comprehensive income of ''12.81 Crores (''11.15 Crores in FY 2021-22).

d) Fiora Hypermarket Limited (FHL), a subsidiary of BIL, is engaged in the retailing business (under the Star banners and Zudio stores). FHL reported a total income of ''187.25 Crores (''154.54 Crores in FY 2021-22) for the period under review and total comprehensive loss of ''11.98 Crores (''19.29 Crores in FY 2021-22).

e) Fiora Online Limited (FOL), a subsidiary of BIL, is engaged in online grocery retailing business with its brand name - StarQuik. FOL reported total income of ''155.91 Crores (''147.05 Crores in FY 2021-22) for the period under review and total comprehensive loss of ''44.33 Crores (''36.70 Crores in FY 2021-22).

f) Nahar Retail Trading Services Limited (Nahar),

a subsidiary of the Company, operates as a franchisee for Trent. Nahar reported a total income of ''19.85 Crores (''25.39 Crores in FY 2021-22) for the period under review and total comprehensive income of ''2.93 Crores (total comprehensive income of ''4.08 Crores in FY 2021-22).

Merger

During the year under review, Trent Brands Limited (TBL), Common Wealth Developers Limited (CWDL) and Nahar, subsidiaries of the Company, had filed a joint petition with the Hon’ble NCLT for the approval of the Scheme of Arrangement and Merger of TBL and CWDL with Nahar and their respective shareholders, with the Appointed Date as 1^st April 2022. TBL was engaged in retail related services through property owned by it and CWDL, a subsidiary of Nahar was engaged in the business of developing and managing properties. Pursuant to Order of the NCLT and receipt of requisite approvals, the Scheme is effective from 23^rd March 2023. Accordingly, TBL and CWDL are dissolved and cease to be subsidiaries of

the Company. The merger would lead to greater efficiency in the overall combined business including synergies, economies of scale, efficiency of operations, cash flow management, an increase asset base for the purpose of developing the businesses of the combined entity, enhance growth opportunities and maximize shareholders’ value. The merger would also help increase productivity and optimum utilization of various resources by pooling the managerial, technical and financial resources of the companies, which would minimize administrative compliance and overhead. The merger shall also result in streamlining and simplifying the group structure.

g) Inditex Trent Retail India Private Limited (ITRIPL), an associate of the Company, is engaged in operation of Zara stores in India. ITRIPL reported a total income of ''2,562.50 Crores (''1,824.82 Crores in FY 2021-22) for the period under review and total comprehensive income of ''263.75 Crores (''148.69 Crores in FY 2021-22).

h) Massimo Dutti India Private Limited (MDIPL), an

associate of the Company, is engaged in operation of Massimo Dutti stores in India. MDIPL reported a total income of ''89.58 Crores (''61.55 Crores in FY 2021-22) for the period under review and total comprehensive income of ''11.10 Crores (''1.45 Crores in FY 2021-22).

As on 31^st March 2023, the Company has seven subsidiaries, one joint venture with Tesco PLC and two associations with Inditex of Spain. The Company has entered into joint venture agreement with MAS Amity Pte. Ltd. for undertaking the business of designing, product development, sourcing, merchandising, manufacturing, and fabrication of all kinds of apparel

and apparel related products. The incorporation of said JV entity is in process.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries, joint venture and associations in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, including consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company https://trentlimited.com/pages/subsidiaries-financial-statements. Any Member who is interested in obtaining a copy of the audited financial statements with respect to subsidiaries may write to the Company Secretary at [email protected].

34. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support that the Company has received from its customers, suppliers, debenture holders, shareholders, promoters, bankers, group companies, governments and above all, its employees.

On behalf of the Board of Directors

Noel N. Tata Chairman

Mumbai, 27^th April 2023

---

Mar 31, 2021

The Directors present their Sixty Ninth Annual Report together with the audited financial statements for the financial year ended 31^st March 2021. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Results

(W in Crores)
	Standalone			Consolidated
	2020-2021	2019-2020		2020-2021	2019-2020
Revenue from operations	2,047.53	3,177.67		2,592.96	3,485.98
Other Income	204.24	156.68		201.60	149.42
Total Revenue	2,251.77	3,334.35		2,794.56	3,635.40
Total Expenses	2,317.57	3,088.80		2,927.01	3,439.98
Profit/(Loss) before exceptional items and tax	(65.80)	245.55		(132.45)	195.42
Exceptional Items	(6.34)	(0.03)		(1.01)	-
Share in profit and loss of Associates/Joint venture as per Equity method	-	-		(71.36)	(30.43)
Profit/(Loss) before tax	(72.14)	245.52		(204.82)	164.99
Total Tax expenses	(21.12)	90.94		(23.69)	59.01
Profit/(Loss) for the period from continuing operations	(51.02)	154.58		(181.13)	105.98
Profit/(Loss) from discontinued operations (after tax)	-	-		-	-
Profit/(Loss) for the period Other Comprehensive Income	(51.02)	154.58		(181.13)	105.98
Items that will not be reclassified to profit and loss	116.94	(2.93)		120.59	(6.55)
Income tax relating to items that will not be reclassified to profit or loss	(13.50)	0.39		(13.49)	0.58
Items that will be reclassified to profit and loss	-	-		(0.00)	(0.01)
Income tax relating to items that will be reclassified to profit or loss	-	-		-	-
Other Comprehensive Income for the period, net of tax	103.44	(2.54)		107.10	(5.98)
Total Comprehensive Income for the period	52.42	152.04		(74.03)	100.00
Profit/(loss) attributable to Equity holder of Company	-	-		(146.17)	122.85
Profit/(loss) attributable to Non-Controlling interest	-	-		(34.96)	(16.87)
Total Comprehensive Income attributable to Equity holder of Company	-	-		(38.93)	116.90

(W in Crores)
	standalone			Consolidated
	2020-2021	2019-2020		2020-2021	2019-2020
Total Comprehensive Income attributable to Non-	-	-		(35.10)	(16.90)
Controlling interest
Retained earnings - Opening Balance	305.77	450.84		47.24	158.26
Appropriations
Ind AS 116 Transition Adjustment	-	(247.57)		-	(276.26)
Transfer to Debenture Redemption Reserve	-	-		-	-
Dividend on equity shares (excluding tax)	35.55	43.20		35.55	43.30
Tax on dividend	-	8.88		-	8.88
Closing balance of retained earnings	219.20	305.77		228.96	(47.24)

2. Covid-19

Our operations have been impacted by the various pandemic related developments and sustained restrictions adversely affected activities across the economic ecosystem. Significant measures were implemented to ensure safety of colleagues, customers and associates and continue to be in force at all our stores.

Our stores and warehouses started re-opening from mid-May 2020. However, in view of the rapidly increasing infections post March 2021, our stores have been either temporarily closed or operations have been curtailed in accordance with restrictions imposed by local/state authorities. Additionally, opening of 34 stores (Westside and Zudio) under fitouts were impacted in March and April 2021.

Food grocery stores operated by our Joint Venture / subsidiaries (dealing in essential goods) and their offices (to the extent required) continued to operate as permitted. We are continuously evaluating the impact of Covid-19 related situation and realign our operations to best serve our stakeholders.

Despite the uncertainty over the near term outlook, India is expected to return to a strong growth trajectory. This, given the underlying growth drivers including favourable demographics, increasing per capita & disposable income and growing consumption. While we cannot predict how quickly we will see the back of this crisis, there is reason to believe that we will see a transition out of this pandemic phase. And when it does abate, customer demand should rebound strongly possibly starting in the second quarter. We are

confident that the business has the expertise and importantly the resilience to weather this crisis.

In the foregoing context, we are cautiously optimistic on the medium-term outlook. Near term uncertainties notwithstanding, we are continuing to focus on building out differentiated brands and accelerating our reach through stores and digital platforms.

3. Dividend

Considering the Company''s financial performance, impact of Covid-19 and taking a view of reasonable consistency in approach to various stakeholders, the Board of Directors recommend a dividend @ 60% i.e. ? 0.60 per Equity Share on 35,54,87,461 Equity Shares of ? 1/- each (previous year @ 100% i.e. ? 1/- per Equity Share on 35,54,87,461 Equity Shares of ? 1/- each) for the Financial Year ended 31^st March 2021, subject to approval of the shareholders. The dividend recommended at 60% for FY 2020-21 is lower than that paid with respect to the previous year. This is entirely in the context of the impact and uncertainty entailed by the Covid-19 related situation. The Company would seek to revert to the regular trajectory of dividend payments post stabilization of business operations in the following year. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of Dividend after deduction of tax at source. The total dividend on Equity Shares for FY 2020-21 would aggregate to ? 21.33 Crores.

4. Dividend Distribution Policy

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of the Company has adopted a Dividend Distribution Policy, which is annexed as Annexure A. The Policy is uploaded on the website of the Company www.trentlimited.com.

5. Transfer to Reserves

Due to losses in FY 2020-21, no amount has been transferred to reserves.

6. share Capital

The paid up Equity Share Capital as on 31^st March 2021 is ? 35,54,87,461/- comprising of 35,54,87,461 Equity Shares of ? 1/- each. The Company had allotted 2,31,70,731 Equity Shares of ? 1/- each at a price of ? 410/- per equity share amounting to ? 9,49,99,99,710/- on a preferential basis to Tata Sons Private Limited, promoter of the Company, on 6^th August 2019, pursuant to special resolution passed by the shareholders vide postal ballot on 24^th July 2019. The Company has utilized the entire amount as on 31^st March 2021 towards the object of the issue.

During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. The Company has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

7. Management Discussion and Analysis report

A separate section on Management Discussion and Analysis Report ("MD&A") is included in the Annual Report as required under Regulation 34(2)(e) of the Listing Regulations. The MD&A includes discussion on the following matters within the limits set by the Company''s competitive position: industry prospects & developments, opportunities & risks, the performance of key retail formats & the outlook for the business, risks & concerns, internal control systems & their adequacy, discussion on financial performance, material developments in

Human Resources/Industrial Relations front and details of significant changes in key financial ratios.

8. Business Excellence Initiative

The Company participates in the Tata Business Excellence Model ("TBEM") business maturity review and evaluation mechanism. TBEM emphasizes quality, leadership, strategic planning, customer orientation & services, process orientation, human relations, shareholder value and commitment to community development.

9. board and Audit Committee Meetings

During the year, four Board Meetings and six Audit Committee Meetings were held.

The Audit Committee consists of Mr. J. Merchant as the Chairman (Member w.e.f. 7^th August 2020 and Chairman w.e.f. 18^th November 2020), Mr. A. Sen (ceased to be Member and Chairman of the

Committee w.e.f. 18^th November 2020),

Mr. N. N. Tata, Mr. Z. S. Dubash (ceased to be a Member w.e.f. 26^th April 2020) and Mr. B. N. Vakil as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

10. Directors

At the sixty eighth Annual General

Meeting ("AGM") of the Company held on 6^th August 2020, the shareholders had approved the re-appointment of Mr. Philip N. Auld, with the designation Executive Director of the Company, on fresh terms and conditions of appointment and remuneration with effect from 1^st May 2020 and upto 2^nd September 2021, in accordance with the governance guidelines adopted earlier by the Board. As desired by Mr. Auld vide his letter dated 23^rd April 2021, he would retire from his position as an Executive Director from the Board of Directors of the Company with effect from 1^st May 2021. The Board places on record its appreciation of the significant contribution made by Mr. Auld over the years with the Company. The Board also notes Mr. Auld''s contribution to improving the customer offer which played a significant role in developing a long-term sustainable fashion business for both Westside and Zudio.

Mr. Z. S. Dubash and Mr. A. Sen ceased to be Directors of the Company w.e.f. 26^th April 2020 and 18^th November 2020 respectively, pursuant to completion of their term as Independent Directors. The Board places on record its sincere appreciation for the significant contribution made by them as Directors of the Company and also as members of several committees in providing advice with regard to the Company''s business.

At the sixty seventh AGM of the Company held on 1^st August 2019, the shareholders had approved the re-appointment of Mr. S. Susman as an Independent Director of the Company, not being liable to retire by rotation, for the second term from 14^th August 2019 upto 10^th May 2021. Consequently, Mr. S. Susman shall cease to be a Director of the Company with effect from 11^th May 2021 pursuant to completion of his term. The Board places on record its sincere appreciation for the significant contribution made by him as a Director and also as a member of several committees.

Mr. J. Merchant and Ms. S. Given have been appointed as Additional Directors (Independent Directors) of the Company with effect from 7^th August 2020 and 17^th November 2020 respectively, to hold office for a period of five years from their respective date of appointment, subject to approval of the shareholders of the Company at the forthcoming AGM. They are not liable to retire by rotation. As additional directors, they hold office as Director upto the date of the forthcoming AGM and are eligible to be appointed as Directors. Notices have been received from a member pursuant to Section 160 of the Companies Act, 2013 ("Act") signifying the intention to propose Mr. J. Merchant and Ms. S. Given for appointment as Directors of the Company.

All the Independent Directors have submitted declarations that each of them meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as independent directors during the year. In the opinion of the Board, the Independent Directors appointed during the year have the integrity and

requisite expertise and experience to be appointed as Independent Directors.

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. P. Venkatesalu is liable to retire by rotation at the ensuing AGM and is eligible for re-appointment.

For the year under review, managerial remuneration of ? 2.15 Crores was paid / payable to Mr. P. Venkatesalu, Executive Director (Finance) and Chief Financial Officer, as per the terms of his appointment for a tenure of 5 years effective 1^st June 2018 and as approved by the members vide a resolution passed at the AGM held on 9^th August 2018. In furtherance to the said members approval and pursuant to the provisions of Section 197 read with Schedule V of the Act, members approval is now being sought. Also, an enabling approval is being sought from the members by way of a Special Resolution, for payment of minimum remuneration to Mr. P. Venkatesalu for FY 2021-22, in case of loss or inadequate profits. Members attention is drawn to item no. 7 and 8 respectively of the Notice of AGM scheduled on 22^nd July 2021.

11. Key Managerial Personnel

Mr. Philip N. Auld - Executive Director, Mr. P. Venkatesalu - Executive Director (Finance) and Chief Financial Officer and Mr. M. M. Surti - Company Secretary are the Key Managerial Personnel of the Company as per the provisions of the Act.

12. Particulars of loans, guarantees or investments

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial statements.

13. Related Party Transactions

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm''s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no

materially significant Related Party Transactions made by the Company during the year that would have required shareholders approval under the Listing Regulations. The Company has nothing to report in Form AOC-2, hence, the same is not annexed.

The Related Party Transactions are placed before the Audit Committee for prior approval, as required under applicable law.

Prior omnibus approval of the Audit Committee is also obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

The Company has adopted a policy on Related Party Transactions. The policy as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company www.trentlimited.com.

14. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective, are provided in the Business Responsibility Report which is included as a separate section in the Annual Report.

15. Risk Management Policy

The Company has a Risk Management Policy consistent with the provisions of the Act and the Listing Regulations.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and related procedures & status.

The Company has a Risk Management Committee of the Board of Directors of the Company under the Chairmanship of Mr. H. Bhat, Non-Executive Director of the Company, to assist the Audit Committee and the Board of Directors in overseeing

the Company''s risk management processes and controls.

The major risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate/ relevant.

16. subsidiaries, joint venture and associates of the Company

Key subsidiaries, joint venture and associates of the Company:

a) Trent Hypermarket Private Limited ("THPL"), a joint venture of the Company, operates the retail business (under the Star Banners). THPL reported a total revenue of ? 1,206.47 Crores (? 1,234.93 Crores in FY 2019-20) for the period under review and total comprehensive loss of ? 96.61 Crores (? 165.87 Crores in FY 2019-20).

b) booker India limited ("BIL") [formerly known as Booker India Private Limited] BIL, a subsidiary of the Company, is engaged in wholesale cash and carry business. BIL reported a total revenue of ? 320.68 Crores (? 266.97 Crores in FY 2019-20) for the period under review and total comprehensive loss of ? 25.90 Crores (? 37.65 Crores in FY 2019-20).

c) Fiora business support services limited

("FBSSL") a subsidiary of the Company, is engaged in the business of providing business support and consultancy services relating to accounting, merchandising, human resources, payroll etc. FBSSL reported a total revenue of ? 42.58 Crores (? 51.49 Crores in FY 2019-20) for the period under review and total comprehensive income of ? 8.74 Crores (? 0.92 Crores in FY 2019-20).

Fiora Services Limited (FSL) and FBSSL had filed a joint petition with the Hon''ble National Company Law Tribunal ("NCLT") for the approval of the Scheme of Merger by absorption of FSL with FBSSL and their respective shareholders ("Scheme"), with effect from the Appointed Date i.e. 1^st April 2018, subject to requisite approvals.

Pursuant to the order of the NCLT and receipt of requisite approvals, the Scheme is effective

from 23^rd May 2020. FSL thus ceased to be a subsidiary of the Company from the said date.

d) Fiora Hypermarket Limited ("FHL"), a subsidiary of BIL, is engaged in the retailing business (under the Star banners). FHL reported a total revenue of ? 121.45 Crores (? 123.51 Crores in FY 2019-20) for the period under review and total comprehensive loss of ? 13.04 Crores (? 11.35 Crores in FY 2019-20).

e) Fiora Online Limited ("FOL"), a subsidiary of BIL, is engaged in online grocery retailing business with its brand name - StarQuik. FOL reported total revenue of ? 74.00 Crores (? 33.35 Crores in FY 2019-20) for the period under review and total comprehensive loss of ? 22.66 Crores (? 21.25 Crores in FY 2019-20).

f) Common Wealth Developers Limited

("CWDL") During the year, the Company acquired 100% of the share capital of CWDL from Trent Hypermarket Private Limited thereby making it a subsidiary of the Company. CWDL is engaged in the retail real estate development business and reported a total revenue of ? 0.12 Crores for the period under review and total comprehensive loss of ? 5.95 Crores.

g) Inditex Trent Retail India Private limited

("ITRIPL"), an associate of the Company, is engaged in operation of Zara stores in India. ITRIPL reported a total revenue of ? 1136.70 Crores (?1,576.25 Crores in

FY 2019-20) for the period under review.

The Company has nine subsidiaries, a joint venture with Tesco PLC and two associations with Inditex of Spain as on 31^st March 2021. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries, joint venture and associations in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.trentlimited.com. Any Member who is

interested in obtaining a copy of the audited financial statements in respect of subsidiaries, may write to the Company Secretary at [email protected].

17. Deposits

During the year under review, the Company has not accepted any deposits from the Public. As on 31^st March 2021, there were no deposits which were unclaimed and due for repayment.

18. significant and material orders passed by regulators or courts

No significant or material orders were passed, during the period under review, by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

19. Material changes and commitments, if any, affecting the financial position of the Company

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

20. Internal Financial Controls

Your Company has laid down standards and processes which enable internal financial control across the Company and ensure that the same are adequate and are operating effectively.

Details of the internal controls system are given in the MD&A.

21. Particulars of Employees

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure B.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure.

The said Annexure is open for inspection. Any shareholder interested in obtaining the same may write to the Company Secretary at [email protected].

22. Annual evaluation made by the Board of its own performance and that of its committees and individual directors

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act, the corporate governance requirements as prescribed by the Listing Regulations and the guidance note on Board evaluation issued by Securities and Exchange Board of India dated 5^th January 2017.

The Nomination & Remuneration Committee (NRC) has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as structure of the Board, meetings and functions of the Board, degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and the Management etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, independence of the Committee from the Board, contribution to decisions of the Board, effectiveness of the meetings and quality of relationship of the Committee with the Board and the Management etc.

The Board and the NRC reviewed the performance of the individual Directors on the basis of the criteria such as knowledge and competency, fulfillment of functions, ability to function as a team, initiatives taken, availability and attendance at the meeting, integrity, independence, contribution at Board/ Committee Meetings and guidance/support to the management outside Board/Committee Meetings etc. In addition, the Chairman was also evaluated

on key aspects of his role, including effectiveness of leadership and ability to steer the meetings, impartiality, ability to keep shareholders'' interests in mind and motivating and providing guidance to the Executive Directors etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

23. Company''s Policy on Directors'' appointment and remuneration, etc.Procedure for Nomination and Appointment of Directors

The NRC is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates'' vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and

independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an ''Independent Director'' if he/she meets with the criteria for ''Independent Director'' as laid down in the Act and Regulation 16(1 )(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The NRC has considered the following factors while formulating the Policy:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

The policy on Directors appointment which also lays down the criteria for determining qualifications, positive attributes and independence of a Director and the Remuneration Policy as approved by the NRC and the Board of Directors is available on the website of the Company www.trentlimited.com.

24. Details of establishment of Vigil Mechanism/ Whistle Blower Policy

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism to the Directors, employees and other stakeholders of the Company to approach the Chairman of the Audit Committee/Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Whistle Blower Policy is available on the website of the Company www.trentlimited.com.

25. Corporate social responsibility

Corporate Social Responsibility (CSR) is an integral part of our culture. The Company strongly believes in the Tata ethos of "what comes from the community should go back many times". One of the key features of our CSR projects is focus on participatory and collaborative approach with the community. The Company continues to emphasize on implementation of key areas denoted and chosen in its sustainability. The Company has adopted a CSR Policy in compliance with the provisions of the Act. The Company has spent

? 319.65 Lakhs towards the CSR projects for the Financial Year 2020-21.

The Annual Report on CSR activities is attached as Annexure C.

26. Secretarial Auditor''s Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Parikh & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31^st March 2021. The Secretarial Audit Report is given as Annexure D. The Secretarial Auditor''s Report does not contain any qualification, reservations or adverse remarks.

27. Annual return

Pursuant to Section 92(3) of the Act, the Annual Return as on 31^st March 2021 is available on the website of the Company www.trentlimited.com.

28. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Practicing Company Secretary confirming compliance with conditions on Corporate Governance as stipulated in the Listing Regulations as on 31^st March 2021.

29. Directors'' responsibility statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year ended 31^st March 2021.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their information and knowledge, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b. they have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit / loss of the Company for that period;

c. they have taken proper and sufficient care 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. they have prepared the annual accounts on a going concern basis;

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

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

30. Auditors

The shareholders of the Company at the Sixty Fifth AGM held on 1^st August 2017 had approved the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as the Statutory Auditors of the Company, to hold office till the conclusion of Seventieth AGM of the Company to be held in the year 2022. The Auditor''s reports do not contain any qualifications, reservations or adverse remarks.

31. Policy on Prevention, Prohibition and redressal of sexual Harassment at workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters

connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. During FY 2020-21, the Committee has received 2 complaints pertaining to sexual harassment, both of which were resolved with appropriate action.

32. Conservation of Energy, Technology Absorption and Foreign exchange earnings and outgo

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : Nil

C. Foreign Exchange Earnings and Outgo: The Company incurred ? 88.43 Crores in foreign currency for purchase of goods, receipt of services and reimbursement of expenses. The Company earned ? 6.61 Crores in foreign currency from retail sales through International credit cards.

33. Compliance with secretarial standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

34. Maintenance of Cost Records

The Company is not engaged in the business of production of goods or providing of services as specified in Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 ("Rules"). Accordingly, the requirement of maintaining cost records in accordance with Section 148(1) of the Act read with the Rules is not applicable to the Company for the period under review.

35. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, debenture holders, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

Noel N. Tata Chairman

Mumbai, 30^th April 2021

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Mar 31, 2019

The Directors present their Sixty Seventh Annual Report together with the Audited Financial Statements for the year ended 31^st March 2019.

1. Financial Results

	Standalone			Consolidated
	2018-2019	2017-2018		2018-2019	2017-2018
	Rs. Crores	Rs. Crores		Rs. Crores	Rs. Crores
Revenue from operations	2,531.68	2,066.29		2,630.24	2,157.46
Other Income	36.30	42.55		40.82	44.21
Total Revenue	2,567.98	2,108.84		2,671.06	2,201.67
Total Expenses	2,378.37	1,937.20		2,490.94	2,032.37
Profit/(Loss) before exceptional items and tax	189.61	171.64		180.12	169.30
Exceptional Items	(0.45)	-		-	-
Share in profit and loss of Associates/Joint venture as per Equity method	-	-		(11.65)	(22.64)
Profit/(Loss) before tax	189.16	171.64		168.47	146.66
Total Tax expenses	61.67	54.91		73.61	59.62
Pre-acquisition Profit/(Loss)	-	-		(0.02)	-
Profit/(Loss) for the period from continuing operations	127.49	116.73		94.84	87.04
Profit/(Loss) from discontinued operations (after tax)	-	-		-	-
Profit/(Loss) for the period Other Comprehensive Income	127.49	116.73		94.84	87.04
Items that will not be reclassified to profit and loss	(2.24)	(1.16)		(1.39)	(0.05)
Income tax relating to items that will not be reclassified to profit or loss	0.47	0.75		0.43	0.78
Items that will be reclassified to profit and loss *[Full Figure (Rs. 806)]	-	-		0.01	(0.00)*
Income tax relating to items that will be reclassified to profit or loss	-	-		-	-
Other Comprehensive Income for the period, net of tax	(1.77)	(0.41)		(0.95)	0.73
Total Comprehensive Income for the period	125.72	116.32		93.89	87.77
Profit/(loss) attributable to Equity holder of Company	-	-		96.96	86.97
Profit/(loss) attributable to Non-Controlling interest	-	-		(2.12)	0.07
Total Comprehensive Income attributable to Equity holder of Company	-	-		96.00	87.68

Total Comprehensive Income attributable to Non-Controlling interest	-	-		(2.11)	0.09
Retained earnings - Opening Balance Appropriations	375.67	298.94		113.62	66.65
Transfer to Debenture Redemption Reserve	6.25	-		6.25	-
Dividend on equity shares (excluding tax)	38.21	33.23		38.21	33.23
Tax on dividend	7.86	6.77		7.86	6.77
Closing balance of retained earnings	450.84	375.67		158.26	113.62

Pursuant to the notification dated 16^th February 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1^st April 2016.

2. Dividend

Considering the Company’s financial performance, the Board of Directors recommend a dividend @ 130% i.e. Rs. 1.30/- per Equity Share on 33,23,16,730 Equity Shares of Rs. 1/- each (previous year @ 115% i.e. Rs. 1.15/- per Equity Share) for the Financial Year ended 31^st March 2019. The said dividend, if approved by the Members, alongwith dividend distribution tax represents a payout ratio of around 41% of the profit after tax.

3. Dividend Distribution Policy

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Board of the Company has adopted a Dividend Distribution Policy, which is annexed as Annexure A. The Policy is uploaded on the website of the Company www.mywestside.com.

4. Share Capital

The paid up Equity Share Capital as on 31^st March 2019 is Rs. 33,23,16,730/- comprising of 33,23,16,730 Equity Shares of Rs. 1/- each. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. The Company has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

5. Management Discussion and Analysis Report

A separate section on Management Discussion and Analysis Report (“MD&A”) is included in the Annual Report as required under Regulation 34(2)(e) of the Listing Regulations. The MD&A includes discussion on the following matters within the limits set by the Company’s competitive position: industry prospects & developments, opportunities & risks, the performance of key retail formats & the outlook for the business, risks & concerns, internal control systems & their adequacy, discussion on financial performance, material developments in Human Resources/ Industrial Relations front and details of significant changes in key financial ratios.

6. Business Excellence Initiative

The Company participates in the Tata Business Excellence Model (“TBEM”) business maturity review and evaluation mechanism. TBEM emphasizes quality, leadership, strategic planning, customer orientation & services, process orientation, human relations, shareholder value and commitment to community development.

7. Board and Audit Committee Meetings

During the year, 7 Board Meetings and 7 Audit Committee Meetings were held.

The Audit Committee consists of Mr. A. Sen as the Chairman and Mr. N. N. Tata, Mr. Z. S. Dubash and Mr. B. N. Vakil as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

8. Directors

At the Sixty Sixth Annual General Meeting (AGM) of the Company held on 9^th August 2018, the shareholders had approved the terms and conditions of re-appointment and remuneration of Mr. P. Venkatesalu as Executive Director (Finance) and Chief Financial Officer of the Company for a term of five years with effect from 1^st June 2018 to 31^st May 2023.

At the Sixty Second AGM of the Company held on 14^th August 2014, the Members had appointed Mr. Z. S. Dubash, Mr. S. Susman and Mr. B. N. Vakil as Independent Directors of the Company for a term commencing from 14^th August 2014 to 13^th August 2019.

The Board of Directors on recommendation of the Nomination and Remuneration Committee (“NRC”), has proposed the re-appointment from 14^th August 2019 of Mr. Z. S. Dubash, Mr. S. Susman and Mr. B. N. Vakil as Independent Directors, not being liable to retire by rotation, for their second term upto 25^th April 2020, 10^th May 2021 and 24^th June 2022 respectively, subject to the approval of the Members at the ensuing AGM by way of Special Resolutions.

All the Independent Directors have submitted declarations that each of them meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (“the Act”) and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. H. Bhat is liable to retire by rotation at the ensuing AGM and is eligible for re-appointment.

9. Key Managerial Personnel

Mr. P. Auld - Managing Director, Mr. P. Venkatesalu - Executive Director (Finance) and Chief Financial Officer and Mr. M. M. Surti - Company Secretary are the Key Managerial Personnel of the Company as per the provisions of the Act.

10. Particulars of Loans, Guarantees or Investments

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial statements.

11. Related Party Transactions

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm’s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholders’ approval under the Listing Regulations. The Company has nothing to report in Form AOC-2, hence, the same is not annexed.

The Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is also obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

The Company has adopted a policy on Related Party Transactions. The policy as approved/ amended by the Audit Committee and the Board of Directors is uploaded on the website of the Company www.mywestside.com.

12. Business responsibility report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective, are provided in the Business Responsibility Report which is included as a separate section in the Annual Report.

13. Risk Management Policy

The Company has a Risk Management Policy consistent with the provisions of the Act and the Listing Regulations.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and related procedures & status.

The Company has also constituted a Risk Management Committee of the Board of Directors of the Company under the Chairmanship of Mr. A. Sen, Independent Director of the Company w.e.f. 1^st April 2019, to assist the Audit Committee and the Board of Directors in overseeing the Company’s risk management processes and controls.

The major risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate/relevant.

14. Subsidiaries, joint venture and associate companies

Key subsidiaries, joint venture and associate companies:

a) Fiora Services Limited (“FSL”), a subsidiary of the Company, continues to render various services in terms of sourcing activities, warehousing, distribution, clearing and forwarding. FSL reported a total revenue of Rs. 30.28 crores (Rs. 32.13 crores in FY 2017-18) for the period under review and total comprehensive income of Rs. 3.22 crores (Rs. 2.93 crores in FY 2017-18).

b) Fiora Business Support Services Limited

(“FBSSL”) a subsidiary of the Company, is engaged in the business of providing business support and consultancy services relating to accounting, merchandising, human resources, payroll etc. FBSSL reported a total revenue of Rs. 19.03 crores (Rs. 13.00 crores in FY 2017-18) for the period under review and total comprehensive income of Rs. 0.85 crore (Rs. 0.94 crore in FY 2017-18).

During the year, FSL and FBSSL have filed a joint petition with the Hon’ble National Company Law Tribunal for the approval of the Scheme of Merger by absorption of FSL with FBSSL and their respective shareholders, with effect from the Appointed Date i.e. 1^st April 2018, subject to requisite approvals. The merger will lead to greater efficiency in combined business including economies of scale, efficiency of operations, cash flow management, increase asset base for the purpose of development of businesses of the combined entity and enhance their growth opportunities. The merger shall also result in simplification of the group structure.

c) Fiora Hypermarket Limited (“FHL”), a subsidiary of the Company, is engaged in the retailing business (under the Star banners). FHL reported a total revenue of Rs. 93.65 crores (Rs. 93.82 crores in FY 2017-18) for the period under review and total comprehensive loss of Rs. 0.90 crore (Rs. 6.39 crores in FY 2017-18).

d) Fiora Online Limited (“FOL”), a subsidiary of FHL is engaged in grocery retailing business pursued by FHL. FOL reported total revenue of Rs. 15.82 crores for the period under review and total comprehensive loss of Rs. 14.38 crores. During the year, FOL entered into definitive agreements with investors having rich experience in grocery retail business, pursuant to which they hold 25% of the equity share capital of FOL.

e) Trent Hypermarket Private Limited (“THPL”), a joint venture of the Company, operates the retail business (under the Star banners). THPL reported a total revenue of Rs. 1007.84 crores (Rs. 961.66 crores in FY 2017-18) for the period under review and total comprehensive loss of Rs. 84.56 crores (Rs. 90.32 crores in FY 2017-18).

f) Inditex Trent Retail India Private Limited

(“ITRIPL”), an association of the Company, is engaged in operation of Zara stores in India. ITRIPL reported a total revenue of Rs. 1,437.87 crores (Rs. 1,221.67 crores in FY 2017-18) for the period under review.

The Company has seven subsidiaries, a joint venture with Tesco PLC and two associations with Inditex of Spain as on 31^st March 2019. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries, joint venture and associations in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company www.mywestside.com. Any Member, who is interested in obtaining a copy of the audited accounts in respect of subsidiaries, may write to the Company Secretary.

15. Deposits

During the year under review, the Company has not accepted any deposits from the Public. As on 31^st March 2019, there were no deposits which were unclaimed and due for repayment.

16. significant and material orders passed by regulators or courts

No significant or material orders were passed, during the period under review, by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

17. Material changes and commitments, if any, affecting the financial position of the Company

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

18. Internal Financial Controls

Your Company has laid down standards and processes which enable internal financial control across the Company and ensure that the same are adequate and are operating effectively.

Details of the internal controls system are given in the Management Discussion and Analysis Report.

19. Particulars of employees

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure B.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is provided in the Annexure forming part of the Report. In terms of the second proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same, should write to the Company Secretary.

20. Annual evaluation made by the Board of its own performance and that of its committees and individual directors

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act, the corporate governance requirements as prescribed by the Listing Regulations and the guidance note dated 5^th January 2017 on Board evaluation issued by Securities and Exchange Board of India.

The NRC has defined the evaluation criteria for the performance evaluation of individual Directors and the Board/Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as structure of the Board, meetings and functions of the Board, deg ree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and the Management etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, independence of the Committee from the Board, contribution to decisions of the Board, effectiveness of the meetings and quality of relationship of the Committee with the Board and the Management etc.

The Board and the NRC reviewed the performance of the individual Directors on the basis of the criteria such as knowledge and competency, fulfillment of functions, ability to function as a team, initiatives taken, availability and attendance at the meeting, integrity, independence, contribution at Board/ Committee Meetings and guidance/support to the management outside Board/Committee Meetings etc. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer the meetings, impartiality, ability to keep shareholders’ interests in mind and motivating and providing guidance to the Executive Directors etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

21. Company’s Policy on Directors’ Appointment and remuneration, etc.

Procedure for Nomination and Appointment of Directors

The NRC is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director’s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates’ vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director’ if he/she meets with the criteria for ‘Independent Director’ as laid down in the Act and Regulation 16(1 )(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and Other employees, pursuant to the provisions of the Act and the Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The NRC has considered the following factors while formulating the Policy:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

The policy on Directors appointment which also lays down the criteria for determining qualifications, positive attributes and independence of a Director and the Remuneration Policy as approved/ amended by the NRC and the Board of Directors is available on the website of the Company www.mywestside.com.

22. Details of establishment of Vigil Mechanism/ Whistle Blower Policy

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism to the Directors and all employees of the Company to approach the Chairman of the Audit Committee/Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The Whistle Blower Policy is available on the website of the Company www.mywestside.com.

23. Corporate Social Responsibility

Corporate Social Responsibility (“CSR”) is an integral part of the Company’s culture. The Company strongly believes in the Tata ethos of “what comes from the community should go back many times”. One of the key features of our CSR projects is focus on participatory and collaborative approach with the community. The Company continues to emphasize on implementation of key areas denoted and chosen in its sustainability. The Company has adopted a CSR Policy in compliance with the provisions of the Act which is available on the website of the Company www.mywestside.com.

Majority of our interventions are weaved around key CSR focus areas, including Employability, Education, Entrepreneurship and Affirmative Action initiatives. Under Educational interventions, our focus is English Communication skills, along with support for infrastructure and capacity building. Under Employability, focus is on skill development especially for youth and women. The Company, under its Affirmative Action programme, focuses on empowering the SC/ST youth to earn a livelihood. Under Entrepreneurship, our focus is on skilling as well as empowering the rural women with entrepreneur skills along with an opportunity to contribute towards the family income. The above projects are in accordance with Schedule VII of the Act. The Company has spent Rs. 205.63 Lakhs towards the CSR projects during the current Financial Year 2018-19. Additionally, under the Company’s flagship Initiative of Star & Diya, the Company has spent Rs. 52.6 Lakhs as the procurement cost towards Christmas Stars & Diyas and the revenue earned from the sale of the same of Rs. 122.29 Lakhs was donated back towards the thrust areas of health, education and malnutrition as community aid.

The Annual Report on CSR activities is attached as Annexure C.

24. Secretarial Auditor’s report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Parikh & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31^st March 2019. The Secretarial Audit Report forms a part of this report and is given as Annexure D. The Secretarial Auditor’s Report does not contain any qualification, reservations or adverse remarks.

25. Extract of Annual return

Pursuant to Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return in form MGT-9 as at 31^st March 2019 forms part of this report and is given as Annexure e. The same is available on the website of the Company www.mywestside.com.

26. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Practicing Company Secretary confirming compliance with conditions on Corporate Governance as stipulated in the Listing Regulations as on 31^st March 2019.

27. Directors’ responsibility statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year ended 31^st March 2019.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their information and knowledge, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b. the Directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period;

c. the Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

28. Auditors

The Shareholders of the Company at the Sixty Fifth AGM held on 1^st August 2017 had approved the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W / W-100018), as the Statutory Auditors of the Company, to hold office till the conclusion of Seventieth AGM of the Company to be held in the year 2022. The Auditor’s reports do not contain any qualifications, reservations or adverse remarks.

29. Policy on Prevention, Prohibition and redressal of sexual Harassment at workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. During FY 2018-19, the Committee has received ten complaints pertaining to sexual harassment all of which were resolved with appropriate action taken.

30. Conservation of Energy, Technology Absorption and Foreign exchange earnings and outgo

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : Nil

C. Foreign Exchange Earnings and Outgo: The Company incurred Rs. 199.84 crores in foreign currency for purchase of goods, receipt of services and reimbursement of expenses. The Company earned Rs. 23.43 crores in foreign currency from retail sales through International credit cards.

31. Compliance with secretarial standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

32. Maintenance of Cost records

The Company is not engaged in the business of production of goods or providing of services as specified in Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 (“Rules”). Accordingly, the requirement of maintaining cost records in accordance with Section 148(1) of the Act, read with the Rules is not applicable to the Company for the period under review.

33. Proposed issue of equity shares

The Company is witnessing significant traction for its fashion and food retail concepts. Consequently, we are pursuing a substantially accelerated growth programme across Westside, Zudio and Star concepts. Including in the foregoing context, the Company shall utilise the proceeds from a proposed preferential issue to fund the various growth plans, projects, future investments, commitment of resources to secure retail space in select real estate developments and other general corporate purposes of the Company and any other purposes as may be permissible under applicable law. The proceeds of the issue may also be committed by our Company to its Subsidiaries, Joint Ventures or Associates (through equity, debt instruments or loans, or a combination of any of them) for the above purposes. The fund raising proposal is considered by the Board of Directors in the context of the Company’s funding requirements given the growth plans.

The Board of Directors at its meeting held on 18^th June 2019 approved issue of up to 2,46,50,000 Equity Shares of Rs. 1/- each on a preferential basis to Tata Sons Private Limited, Promoter of the Company, subject to such regulatory/statutory approvals as may be required, including approval of the shareholders of the Company by way of a Postal Ballot. The Equity Shares shall be issued at a price which is not less than the price that would be determined in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

34. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, debenture holders, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

Noel N. Tata

Chairman

Mumbai, 18^th June 2019

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Mar 31, 2018

BOARD''S REPORT

TO THE MEMBERS OF TRENT LIMITED

The Directors present their Sixty Sixth Annual Report together with the Audited Financial Statements for the year ended 31^st March 2018.

1. Financial Results

	Standalone			Consolidated
	2017-2018 Rs, Crores	2016-2017 Rs, Crores		2017-2018 Rs, Crores	2016-2017 Rs, Crores
Revenue from operations	2066.29	1716.58		2157.46	1812.44
Other Income	42.55	58.59		44.21	60.52
Total Revenue	2108.84	1775.57		2201.67	1872.96
Total Expenses	1937.20	1665.23		2032.37	1761.81
Profit/(Loss) before exceptional items and tax	171.64	110.34		169.30	111.15
Exceptional Items	-	24.70		-	(0.47)
Share in profit and loss of Associates/Joint venture as per Equity method	-	-		(22.64)	(8.97)
Profit/(Loss) before tax	171.64	135.04		146.66	101.71
Total Tax expenses	54.91	28.17		59.62	43.05
Pre-acquisition Profit/(Loss)	-	-		-	-
Profit/(Loss) for the period from continuing operations	116.73	106.87		87.04	58.66
Profit/(Loss) from discontinued operations (after tax)	-	-		-	26.29
Profit/(Loss) for the period Other Comprehensive Income	116.73	106.87		87.04	84.95
Items that will not be reclassified to profit and loss	(1.16)	0.68		(0.05)	(2.77)
Income tax relating to items that will not be reclassified to profit or loss	0.75	0.05		0.78	0.26
Items that will be reclassified to profit and loss *[Full Figure ('' 806)]	-	-		(0.00)*	(0.02)
Income tax relating to items that will be reclassified to profit or loss	-	-		-	-
Other Comprehensive Income for the period, net of tax	(0.41)	0.73		0.73	(2.53)
Total Comprehensive Income for the period Profit/(Loss) attributable to Equity holders of the Company Profit/(Loss) attributable to Non-Controlling interest Total Comprehensive Income attributable to Equity holders of the Company	116.32	107.60		87.77 86.97 0.07 87.68	82.42 84.86 0.09 82.44

	Standalone			Consolidated
	2017-2018	2016-2017		2017-2018	2016-2017
	Rs, Crores	Rs, Crores		Rs, Crores	Rs, Crores
Total Comprehensive Income attributable to				0.09	(0.02)
Non-Controlling interest
Retained earnings - Opening Balance	298.94	192.07		66.65	(18.21)
Appropriations
Transfer to Debenture Redemption Reserve	-	-		-	-
Dividend on equity shares (excluding tax)	33.23	-		33.23	-
Tax on dividend	6.77	-		6.77	-
Closing balance of retained earnings	375.67	298.94		113.62	66.65

Pursuant to the notification dated 16^th February 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1^st April 2016.

2. Dividend

Considering the Company''s financial performance, the Board of Directors recommend a dividend @ 115% i.e. Rs, 1.15/- per Equity Share of Rs, 1/- each (previous year @ 100% i.e. Rs, 1/- per Equity Share) on 33,23,16,730 Equity Shares for the Financial Year ended 31^st March 2018. The said dividend, if approved by the Members, along with dividend distribution tax represents a payout ratio of around 39% of the profit after tax.

3. Dividend Distribution Policy

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of the Company has adopted a Dividend Distribution Policy, which is annexed as Annexure A. The Policy is also uploaded on the website of the Company www.mywestside.com.

4. Share Capital

The paid up Equity Share Capital as on 31^st March 2018 is Rs, 33,23,16,730/- comprising of 33,23,16,730 Equity Shares of Rs, 1/- each. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. The Company has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

5. Management Discussion and Analysis Report

A separate section on Management Discussion and Analysis Report ("MD&A") is included in the Annual Report as required under Regulation 34(2)(e) of the Listing Regulations. The MD&A includes discussion on the following matters within the limits set by the Company''s competitive position: industry prospects & developments, opportunities & risks, the performance of key retail formats & the outlook for the business, risks & concerns, internal control systems & their adequacy and discussion on financial performance.

6. Business Excellence Initiative

The Company participates in the Tata Business Excellence Model ("TBEM") business maturity review and evaluation mechanism. TBEM emphasizes quality, leadership, strategic planning, customer orientation & services, process orientation, human relations, shareholder value and commitment to community development.

7. Board and Audit Committee Meetings

During the year, Six Board Meetings and Seven Audit Committee Meetings were held.

The Audit Committee consists of Mr. A. Sen as the Chairman and Mr. N. N. Tata, Mr. Z. S. Dubash and Mr. B. N. Vakil as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

8. Directors

At the Sixty Fifth Annual General Meeting ("AGM") of the Company held on 1^st August 2017, the shareholders approved the re-appointment of Ms. S. Singh and Mr. A. Sen as Independent Directors of the Company for the second term with effect from 3^rd March 2017 to 2^nd March 2022 and from 27^th May 2017 to 17^th November 2020, respectively. The shareholders also approved the terms and conditions of re-appointment and revised remuneration of Mr. P. Auld as Managing Director of the Company with effect from 1^st May 2017 to 30^th April 2020 at the said AGM.

At the Sixty Third AGM of the Company held on 7^th August 2015, the shareholders had approved the terms and conditions of appointment and remuneration of Mr. P. Venkatesalu as Executive Director (Finance) and Chief Financial Officer of the Company for a term of three years with effect from 1^st June 2015 to 31^st May 2018. On the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board has approved the re-appointment of Mr. P. Venkatesalu as Executive Director (Finance) and Chief Financial Officer of the Company for a term of five years with effect from 1^st June 2018 to 31^st May 2023, subject to approval of the shareholders and such other approvals, if any.

All the Independent Directors have submitted declarations that each of them meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 ("the Act") and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. P. Venkatesalu is liable to retire by rotation at the ensuing AGM and is eligible for re-appointment.

9. Key Managerial Personnel

Mr. P. Auld - Managing Director, Mr. P. Venkatesalu - Executive Director (Finance) and Chief Financial Officer and Mr. M. M. Surti - Company Secretary are the Key Managerial Personnel of the Company as per the provisions of the Act.

10. Particulars of loans, guarantees or investments

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial statements.

11. Related Party Transactions

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm''s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholders approval under the Listing Regulations. The Company has nothing to report in Form AOC-2, hence, the same is not annexed.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is also obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

The Company has adopted a policy on Related Party Transactions. The policy as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company www.mywestside.com.

12. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective, are provided in the Business Responsibility Report which is included as a separate section in the Annual Report.

13. Risk Management Policy

The Company has a Risk Management Policy consistent with the provisions of the Act and the Listing Regulations.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and related procedures & status.

The major risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate/relevant.

14. Subsidiaries, associates and joint venture companies Key subsidiaries and joint ventures of the Company:

a) Fiora Services Limited ("FSL"), a subsidiary of the Company, continues to render various services in terms of sourcing activities, warehousing, distribution, clearing and forwarding etc. FSL reported a total revenue of Rs, 32.13 crores (Rs, 45.22 crores in FY 2016-17) for the period under review and total comprehensive income of Rs, 2.93 crores (total comprehensive loss of Rs, 0.56 crores in FY 2016-17).

b) Fiora Business Support Services Limited ("FBSSL") [formerly known as "Westland Limited"], a subsidiary of the Company, is engaged in the business of providing business support and consultancy services relating to accounting, merchandising, human resources, payroll etc. FBSSL reported a total revenue of Rs, 13 crores (Rs, 0.85 crores in FY 2016-17) for the period under review and total comprehensive income of Rs, 0.94 crores (Rs, 25.15 crores in FY 2016-17). During the previous year, FBSSL concluded a slump sale of its publishing business into Westland Publications Limited (An Amazon entity). The results of the current year are hence not comparable with the results of the previous year.

c) Fiora Hypermarket Limited ("FHL"),a subsidiary of the Company, is engaged in retailing business. FHL operates hypermarket stores in the name of Star Bazaar. FHL reported a total revenue of Rs, 93.82 crores (Rs, 95.73 crores in FY 2016-17) for the period under review and total comprehensive loss of Rs, 6.39 crores (Rs, 5.24 crores in FY 2016-17).

d) Fiora Online Limited was incorporated on 28^th December 2017 as a subsidiary of FHL for expansion of the grocery retailing business pursued by FHL.

e) Trent Hypermarket Private Limited ("THPL"), a joint venture of the Company, operates the Star (including under the banners Star Market & Star Hyper) retail business. THPL reported a total revenue of Rs, 962.23 crores (Rs, 890.73 crores in FY 2016-17) for the period under review and total comprehensive loss of Rs, 90.32 crores (Rs, 52.39 crores in FY 2016-17).

f) Inditex Trent Retail India Private Limited ("Inditex"), a joint venture of the Company, is engaged in the retailing business. Inditex operates stores in the name of ''Zara. Inditex reported a total revenue of Rs, 1,221.67 crores (Rs, 1,023.10 crores in FY 2016-17) for the period under review.

The Company has 7 subsidiaries and 3 joint ventures as on 31^st March 2018. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries and joint ventures in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company www.mywestside.com. Any Member, who is interested in obtaining a copy of the audited accounts in respect of subsidiaries, may write to the Company Secretary.

15. Deposits

During the year under review, the Company has not accepted any deposits from the public. As on 31^st March 2018, there were no deposits which were unclaimed and due for repayment.

16. Significant and material orders passed by regulators or courts

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

17. Material changes and commitments, if any, affecting the financial position of the Company

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

18. Internal Financial Controls

The Company has laid down standards and processes which enable internal financial control across the Company and ensure that the same are adequate and are operating effectively.

Details of the internal controls system are given in the Management Discussion and Analysis Report.

19. Particulars of Employees

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure B. The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

20. Annual evaluation made by the Board of its own performance and that of its committees and individual directors

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act, the corporate governance requirements as prescribed by the Listing Regulations and the guidance note on Board evaluation issued by Securities and Exchange Board of India dated 5^th January 2017.

The NRC has defined the evaluation criteria for the performance evaluation of individual Directors and the Board/Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as structure of the Board, meetings and functions of the Board, degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and the Management etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, independence of the Committee from the Board, contribution to decisions of the Board, effectiveness of the meetings and quality of relationship of the Committee with the Board and the Management etc.

The Board and the NRC reviewed the performance of the individual Directors on the basis of the criteria such as knowledge and competency, fulfillment of functions, ability to function as a team, initiatives taken, availability and attendance at the meeting, integrity, independence, contribution at Board/ Committee Meetings and guidance/support to the management outside Board/Committee Meetings etc. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer the meetings, impartiality, ability to keep shareholders'' interests in mind and motivating and providing guidance to the Executive Directors etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

21. Company''s Policy on Directors'' appointment and remuneration etc.

Procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates'' vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an ''Independent Director ‘if one meets with the criteria for ''Independent Director ‘as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The NRC has considered the following factors while formulating the Policy:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.

22. Details of establishment of Vigil Mechanism/Whistle Blower Policy

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism to the Directors and all employees of the Company to approach the Chairman of the Audit Committee/Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Whistle Blower Policy is available on the website of the Company www.mywestside.com.

23. Corporate Social Responsibility

Corporate Social Responsibility (CSR) is an integral part of our culture. The Company strongly believes in the Tata ethos of "what comes from the community should go back many times". One of the key features of our CSR projects is focus on participatory and collaborative approach with the community. The Company continues to emphasize on implementation of key areas denoted and chosen in its sustainability. The Company has adopted a CSR Policy in compliance with the provisions of the Act.

Majority of our interventions are weaved around key CSR focus areas, including Employability, Education, Entrepreneurship and Affirmative Action initiatives. Under Educational interventions, the Company''s focus is English Communication skills, along with support for infrastructure and capacity building. Under Employability, focus is on skill development especially for youth & women. The Company, under its Affirmative Action programme, focuses on empowering the backward community youth to earn a livelihood. Under Entrepreneurship, our focus is on skilling as well as empowering the rural women with entrepreneur skills along with an opportunity to contribute towards the family income. The above projects are in accordance with Schedule VII of the Act. The Company has spent Rs, 106.92 lakhs towards the CSR projects during the current Financial Year 2017-18. Under the Company''s flagship Initiative of Star & Diya, the Company has spent Rs, 43.58 lakhs towards the procurement cost of Christmas - stars and Diwali - diyas and earned a revenue of Rs, 112.74 lakhs from the sale of Christmas - stars and Diwali - diyas, most of which was spent back towards the thrust areas of health, education and malnutrition as community aid.

The Annual Report on CSR activities is attached as Annexure C.

24. Secretarial Auditor''s Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Parikh & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31^st March 2018. The Secretarial Audit Report is given as Annexure D. The Secretarial Auditor''s Report does not contain any qualification, reservations or adverse remarks.

25. Extract of Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return in Form MGT-9 as at 31^st March 2018 forms part of this report as Annexure E.

26. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from M/s. Parikh & Associates, Practicing Company Secretaries confirming compliance with conditions on Corporate Governance as stipulated in the Listing Regulations.

27. Directors'' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their information and knowledge, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b. the Directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

28. Auditors

The Shareholders of the Company at the Sixty Fifth AGM held on 1^st August 2017 have approved the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as the Statutory Auditors of the Company, to hold office till the conclusion of Seventieth AGM of the Company to be held in the year 2022. The Auditor''s reports do not contain any qualifications, reservations or adverse remarks.

29. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. During FY 2017-18, the Committee has received 12 complaints pertaining to sexual harassment all of which were resolved with appropriate action taken.

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

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption: Nil

C. Foreign Exchange Earnings and Outgo: The Company incurred Rs, 130.68 crores in foreign currency for purchase of goods, receipt of services and reimbursement of expenses. The Company earned Rs, 18.02 crores in foreign currency from retail sales through International credit cards.

31. Compliance with Secretarial Standards

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

32. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, debenture holders, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

Noel N. Tata

Mumbai, 3^rd May 2018 Chairman

---

Mar 31, 2017

TO THE MEMBERS OF TRENT LIMITED

The Directors present their Sixty Fifth Annual Report together with the Audited Financial Statements for the year ended 31^st March 2017.

1. Financial Results

	Standalone			Consolidated
	2016-17 Rs. Crores	2015-16 Rs. Crores		2016-17 Rs. Crores	2015-16 Rs. Crores
Revenue from operations	1738.06	1491.91		1833.92	1589.33
Other Income	58.99	88.75		60.52	57.30
Total Revenue	1797.05	1580.66		1894.44	1646.63
Total Expenses	1686.71	1471.29		1783.29	1572.69
Profit /(Loss) before exceptional items and tax	110.34	109.37		111.15	73.94
Exceptional Items	24.70	(0.11)		(0.47)	11.30
Share in profit and loss of Associates / Joint venture as per Equity method	-	-		(8.97)	8.08
Profit/ (Loss) before tax	135.04	109.26		101.71	93.32
Total Tax expenses	28.17	22.71		43.05	34.71
Pre-acquisition Profit/ (Loss)	-	-		-	0.15
Profit/ (Loss) for the period from continuing operations	106.87	86.55		58.66	58.46
Profit/ (Loss) from discontinued operations (after tax)	-	-		26.29	(3.44)
Profit/ (Loss) for the period Other Comprehensive Income	106.87	86.55		84.95	55.02
Items that will not be reclassified to profit and loss	0.68	(0.56)		(2.77)	(1.14)
Income tax relating to items that will not be reclassified to profit or loss	0.05	0.06		0.26	0.16
Items that will be reclassified to profit and loss	-	-		(0.02)	(0.00)*
Income tax relating to items that will be reclassified to profit or loss	-	-		-	-
Other Comprehensive Income for the period, net of tax	0.73	(0.50)		(2.53)	(0.98)
Total Comprehensive Income for the period	107.60	86.05		82.42	54.04
Profit/ (loss) attributable to Equity holder of Company	-	-		84.86	54.95
Profit/ (loss) attributable to Non-Controlling interest	-	-		0.09	0.07

	Standalone			Consolidated
	2016-17 Rs. Crores	2015-16 Rs. Crores		2016-17 Rs. Crores	2015-16 Rs. Crores
Total Comprehensive Income attributable to Equity holder of Company	-	-		82.44	53.97
Total Comprehensive Income attributable to Non-Controlling interest	-	-		(0.02)	0.07
Retained earnings - Opening Balance Appropriations	192.07	182.26		(18.21)	3.58
Transfer to Debenture Redemption Reserve	-	0.75		-	0.75
Dividend on equity shares (excluding tax)	-	63.14		-	63.14
Tax on dividends	-	12.85		-	12.85
Closing balance of retained earnings	298.94	192.07		66.65	(18.21)

*Full Figure - Rs. 16,096

Pursuant to the notification dated 16^th February 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1^st April 2016. Financial statements for the year ended and as at 31^st March 2016 have been restated to conform to Ind AS.

2. Dividend

Considering the Company’s financial performance, the Board of Directors recommend a dividend @ 100% i.e. Rs. 1 per Equity Share of Rs. 1/- each (previous year interim dividend @ 90% i.e Rs. 9 per share of Rs. 10/- each) on 33,23,16,730 Equity Shares for the Financial Year ended 31^st March 2017. The said dividend, if approved by the Members, along with dividend distribution tax represents a payout ratio of around 37% of the profit after tax.

3. Dividend Distribution Policy

Securities and Exchange Board of India, by its notification dated 8^th July, 2016, has amended the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), introducing new Regulation 43A mandating the top 500 listed entities, based on market capitalization calculated as on 31^st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same in their Annual Reports and on their websites. Accordingly, the Board of the Company has adopted a Dividend Distribution Policy, which is annexed as Annexure A. The Policy is uploaded on the website of the Company and the link for the same is http://www.mywestside.com/WebPages/InnerPages/Policies-information.aspx.

4. Share Capital

The paid up Equity Share Capital as on 31^st March 2017 is Rs. 33,23,16,730 comprising of 33,23,16,730 Equity Shares of Rs. 1 each . The Members at the 64^th Annual General Meeting of the Company held on 12^th August 2016 approved the sub-division of Equity Shares of the Company having face value of Rs. 10/- each to Rs. 1/- each and consequential alteration to the Capital Clause of the Memorandum of Association of the Company. Pursuant to the said approval, the Equity Shares of the Company having face value of Rs. 10/- each were sub-divided into Equity Shares having face value of Rs. 1/- each with effect from the record date i.e. 14^th September 2016.

During the year under review, the Company has not issued shares with differential voting rights. The Company has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

5. Management Discussion and Analysis Report

A separate section on Management Discussion and Analysis Report (MD&A) is included in the Annual Report as required under Regulation 34(2)(e) of the Listing Regulations. The MD&A includes discussion on the following matters within the limits set by the Company’s competitive position: industry prospects & developments, opportunities & risks, the performance of key retail formats & the outlook for the business, risks & concerns, internal control systems & their adequacy and discussion on financial performance.

6. Business Excellence Initiative

The Company participates in the Tata Business Excellence Model (“TBEM”) business maturity review and evaluation mechanism. TBEM emphasizes quality, leadership, strategic planning, customer orientation & services, process orientation, human relations, shareholder value and commitment to community development.

7. Board and Committee Meetings

During the year, Eight Board Meetings and Six Audit Committee Meetings were held.

The Audit Committee consists of Mr. A. Sen as the Chairman and Mr. N.N. Tata, Mr. Z.S. Dubash and Mr. B.N. Vakil as Members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

8. Directors

The Members at the 63^rd Annual General Meeting (AGM) of the Company held on 7^th August 2015 had approved the appointment of Ms. Sonia Singh and Mr. Abhijit Sen as Independent Directors of the Company for a period of 2 years with effect from 3^rd March 2015 and 27^th May 2015 respectively. Accordingly, they held the office for a period of two years from their respective dates of appointment. Upon the conclusion of their first term as an Independent Director and on the basis of the recommendation of the Nomination and Remuneration Committee, Ms. Sonia Singh and Mr. Abhijit Sen have been appointed by the Board as Additional Directors of the Company with effect from 3^rd March 2017 and 27^th May 2017 respectively. Ms. Sonia Singh and Mr. Abhijit Sen have also been re-appointed as Independent Directors of the Company for a second term with effect from 3^rd March 2017 to 2^nd March 2022 and 27^th May 2017 to 17^th November 2020 respectively, subject to the Members’ approval at the ensuing AGM. They are not liable to retire by rotation. As Additional Directors, they hold office as Directors upto the date of the ensuing AGM and are eligible to be appointed as Directors. Notices have been received from a Member pursuant to Section 160 of the Companies Act, 2013 (“Act”) signifying the intention to propose Ms. Sonia Singh and Mr. Abhijit Sen for appointment as Directors of the Company.

The Members vide Postal Ballot Notice dated 19^th November 2014 had approved the appointment of Mr. Philip Auld as the Managing Director of the Company for a period of three years w.e.f. 4^th November 2014. On the recommendation of the Nomination and Remuneration Committee, the Board has approved the re-appointment of Mr. Philip Auld as Managing Director of the Company on fresh terms and conditions of appointment and remuneration with effect from 1^st May 2017 to 30^th April 2020, subject to the approval of the Members and such other approvals, if any. In view of the aforesaid, the earlier agreement between the Company and Mr. Philip Auld stands mutually terminated w.e.f. 1^st May 2017.

All the Independent Directors have submitted declarations that each of them meets the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. P. Auld is liable to retire by rotation at the ensuing AGM and is eligible for re-appointment.

9. Key Managerial Personnel

Mr. P. Auld - Managing Director, Mr. P. Venkatesalu - Executive Director (Finance) and Chief Financial Officer and Mr. M. M. Surti - Company Secretary are the Key Managerial Personnel as per the provisions of the Act.

10. Particulars of loans, guarantees or investments

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial statements.

11. Related Party Transactions

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm’s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder’s approval under the Listing Regulations. The Company has nothing to report in Form AOC-2, hence, the same is not annexed.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is also obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

The Company has adopted a policy on Related Party Transactions. The policy as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is http://www.mywestside.com/WebPages/InnerPages/Policies-information.aspx.

12. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective, are provided in the Business Responsibility Report (BRR) which is included as a separate section in the Annual Report.

13. Risk Management Policy

The Company has a Risk Management Policy consistent with the provisions of the Act and the Listing Regulations.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and related procedures & status.

The major risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate/relevant.

14. Subsidiaries, associates and joint venture companies Key subsidiaries / joint ventures of the Company:

a) Fiora Hypermarket Limited (“FHL”), a subsidiary of the Company, is engaged in the retailing business. FHL operates hypermarket stores in the name of Star Bazaar. FHL reported a total revenue of Rs. 95.73 crores (Rs. 93.70 crores in FY 2015-16) for the period under review and total comprehensive loss of Rs. 5.24 crores (Rs. 7.44 crores in FY 2015-16).

b) Fiora services limited (“FSL”), a subsidiary of the Company, continues to render various services in terms of sourcing activities, warehousing, distribution, clearing and forwarding. FSL reported a total revenue of Rs. 45.22 crores (Rs. 48.20 crores in FY 2015-16) for the period under review and total comprehensive loss of Rs. 0.56 crores (total comprehensive income Rs. 2.28 crores in FY 2015-16).

c) Fiora business support services limited (“FBSSL”)[formerly known as “Westland Limited (Westland)”], a subsidiary of the Company reported a total revenue of Rs. 0.85 crores from continuing operations (Rs. 0.08 crores in FY 2015-16) for the period under review and total comprehensive income of Rs. 25.15 crores (total comprehensive loss of Rs. 6.33 crores in FY 2015-16). During the period under review, 100% of the share capital held by Westland, in its subsidiary, Westland Publications Limited (WPL) was transferred to Amazon. WPL thus ceased to be a subsidiary of Westland w.e.f. 23^rd November 2016. Thereafter, Westland concluded a slump sale of the publishing business of Westland into WPL (An Amazon entity), vide a Business Transfer Agreement, for a consideration of Rs. 39.80 Crores.

Separately, the Company purchased 26.03% of the share capital of Westland from Amazon, on a fully diluted basis, thus making Westland a wholly owned subsidiary of the Company. FBSSL is now engaged in the business of providing Business Support and Consultancy Services relating to accounting, merchandising, human resources, payroll etc.

d) Trent Hypermarket Private limited (“THPL”), a joint venture of the Company, operates the Star (including under the banners Star Bazaar, Star Market & Star Daily) retail business. THPL reported a total revenue of Rs. 892.57 crores (Rs. 840.30 crores in FY 2015-16) for the period under review and total comprehensive loss of Rs. 52.39 crores (Rs. 54.76 crores in FY 2015-16).

e) Inditex Trent retail India Private limited (“Inditex”), a joint venture of the Company, is engaged in the retailing business. Inditex operates stores in the name of ‘Zara. Inditex reported a total revenue of Rs. 1023.10 crores (Rs. 842.57 crores in FY 2015-16) for the period under review.

The Company has 6 subsidiaries and 3 joint ventures as on 31^st March 2017. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiaries and joint ventures in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. Any Member, who is interested in obtaining a copy of the audited accounts in respect of subsidiaries, may write to the Company Secretary.

15. Deposits

During the year under review, the Company has not accepted any deposits from the public. As on 31^st March 2017, there were no deposits which were unclaimed and due for repayment.

16. Significant and material orders passed by regulators or courts

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

17. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

18. Internal Financial Controls

Your Company has laid down standards and processes which enable internal financial control across the Company and ensure that the same are adequate and are operating effectively.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of this report.

19. Particulars of Employees

The information required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure B. The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining the same may write to the Company Secretary.

20. Annual evaluation made by the Board of its own performance and that of its committees and individual directors

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act, the corporate governance requirements as prescribed by the Listing Regulations and the Guidance Note on Board evaluation issued by Securities and Exchange Board of India dated 5^th January 2017.

The Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of Individual Directors and the Board / Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as structure of the Board, meetings and functions of the Board, degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and the Management etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, Independence of the Committee from the Board, contribution to decisions of the Board, effectiveness of the meetings and quality of relationship of the Committee with the Board and the management etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as knowledge and competency, fulfillment of functions, ability to function as a team, initiatives taken, availability and attendance at the meeting, integrity, independence, contribution at Board / Committee Meetings and guidance / support to the management outside Board / Committee Meetings etc. In addition, the Chairman is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer the meetings, impartiality, ability to keep shareholders’ interests in mind and motivating and providing guidance to the Executive Directors etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

21. Company’s Policy on Directors’ appointment and remuneration, etc.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director’s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates’ vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and the Listing Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director’ if he/ she meets the criteria for ‘Independent Director’ as laid down in the Act and Regulation 16(1)(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The

Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.

22. Details of establishment of Vigil Mechanism / Whistle Blower Policy

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism to the Directors and all employees of the Company to approach the Chairman of the Audit Committee/ Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct. The details of the Whistle Blower Policy is available on the website of the Company www.mywestside.com.

23. Corporate Social Responsibility

The Company is guided by the Tata group philosophy of improving the quality of lives of the communities we serve through value creation. Our practice of returning to society what we earn evokes trust among consumers, employees, shareholders and the community at large. The Company’s continuing commitment to societal responsibility and support is linked and integrated with its business strategy, core competence, values and need of the communities.

The organization approaches all such initiatives with intent to contribute to sustainable economic development and beneficial actions that are environmentally sustainable and socially responsible for the communities. The Company contributes to society through financial means, time of its colleagues, partnering with core skills of its workforce at transaction and emotive levels.

The Board has constituted the Corporate Social Responsibility (“CSR”) Committee headed by Mr. A. Sen as Chairman and Mr. N.N. Tata, Mr. B. Bhat & Ms. S. Singh as its members. The Company, in line with CSR policy has launched an initiative called “SAKSHAM”. Saksham means capable. The Company strives hard to make targeted underprivileged youth especially from Affirmative Action community (SC/ST) capable of employment (employability) by investing in education, vocational training in retail, creating self-help groups and enhancing opportunities to earn and creating infrastructure for education and skill development. Early this year, the Company’s CSR team organized presentations on initiatives and impact from the selected NGO’s namely Room to Read (RTR) and Bhansali Trust to the CSR Committee of the Board along with the CSR strategy.

Some of the initiatives in the direction are scholarship programme with NIFT

1. The Company mentors 6 meritorious and deserving students from economically disadvantaged society at National Institute of Fashion Technology - Mumbai thus providing equal learning opportunities for their growth and success and building confidence to unleash their fullest potential. The Company provides full financial support to the beneficiaries for the entire academic year.

2. The Company believes in building skills for young talent from BPL communities in municipal schools early in the journey so that they can face the challenges of real world courageously. The Company has partnered with Salaam Bombay Foundation and other NGO’s to enhance English fluency skills by reaching out to 166 beneficiaries from the age of 13 years onwards. Grasping communication skills early in the journey will provide better skill building options & employment opportunities to the beneficiaries.

3. In order to support NGO projects in areas of ‘Child Education & Nutrition’ across Westside and Landmark stores, “Star & Diya” initiative is carried out during Christmas & Diwali festival promotions in various cities. The revenue generated, supports children hailing from disadvantaged communities by providing educational scholarships, midday meals, infrastructure development. For the FY 2016-17, the stores collectively raised an amount of Rs.96.06 lacs that benefited nearly 5000 children across locations. The Company aims to contribute at least one project in each city of its operation in the period of 3 years.

4. The Company won an award for the highest number of participation rate in the medium size company category in Tata Engage Group Volunteering Program initiated by the Tata Group in TVW 6 by contributing 18983.75 man hours to society and facilitating the need of social issues. This year 4000 Company Volunteers across locations, conducted sessions on ‘Home safety and Road Safety’ & promoted retail as a carrier of choice at various government/municipal schools and other training institute run by local NGO’s for youth, adults, motor riders and even targeted women in the communities and cities.

5. The Company operates in the area of retail predominantly as an apparel retailer. Core skill of garment manufacturing and fashion product development is another area. The Company contributes to the community. The Company has partnered with Bhansali Trust and created a centre in the village of Radhanpur to upscale the skills of local women in garment manufacturing and create a self-help group to provide sustainable earning. The Company has targeted 240 beneficiaries with 300 hours each per batch.

An Annual report on the CSR Activities forms part of this report as Annexure C.

24. Secretarial Auditor’s report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Parikh & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31^st March 2017. The Secretarial Audit Report is given as Annexure D. The Secretarial Auditor’s Report does not contain any qualification, reservations or adverse remarks.

25. Extract of Annual return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return in form MGT-9 as at 31^stMarch 2017 forms part of this report as Annexure E.

26. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Company’s Auditors confirming compliance with conditions on Corporate Governance as stipulated in the Listing Regulations.

27. Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2016-17.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b. the Directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

28. Auditors

The Shareholders of the Company at the Sixty Second AGM held on 14^th August 2014 had approved the re-appointment of M/s. N. M. Raiji & Co., Chartered Accountants as the Statutory Auditors of the Company, to hold office till the conclusion of Sixty Fifth AGM of the Company to be held in the year 2017. In terms of the provisions of Section 139(2) of the Act, M/s. N.M. Raiji & Co. are not eligible to be re-appointed as statutory auditors of the Company, consequent to completion of their term. Accordingly, it is proposed to appoint Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W / W-100018), as the Statutory Auditors of the Company to hold the office from the conclusion of the ensuing AGM of the Company till the conclusion of Seventieth AGM to be held in the year 2022, subject to ratification of their appointment at every AGM, if applicable.

29. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. During FY 2016-17, the Committee has received 8 complaints, all of which were resolved with appropriate action taken. Out of the total complaints received, 7 complaints were pertaining to sexual harassment.

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

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : Nil

C. Foreign Exchange Earnings and Outgo: The Company incurred Rs. 126.79 crores in foreign currency for purchase of goods, receipt of services and reimbursement of expenses. The Company earned Rs. 25.83 crores in foreign currency from retail sales through International credit cards.

31. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, debenture holders, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

Noel N. Tata

Chairman

Mumbai, 26^th May 2017

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Mar 31, 2016

The Directors present their Sixty Fourth Annual Report together with the Audited Financial Statements for the year ended 31st March 2016.

1. Financial results

Standalone Consolidated 2015-2016 2014-2015 2015-2016 2014-2015 Rs. Crores Rs. Crores Rs. Crores Rs. Crores

Total income 1571.32 1432.47 2463.51 2381.44

Profit before tax 96.92 138.89 103.44 199.50

Less: Provision for taxation 19.07 38.86 40.29 70.07

Profit after tax 77.85 100.03 63.15 129.43

Less: Minority share of Profit/(Loss) - - 0.07 0.10

Less: Pre acquisition Profit / (Loss) - - 0.14 -

Profit /(Loss) after Minority Interest 77.85 100.03 62.94 129.33

Add: Balance brought forward from previous year 131.69 101.19 (50.69) (109.67)

Amount debited to opening reserves - (4.53) - (5.35)

Adjustment on account of Merger - - (3.68) -

Balance available for Appropriations 209.54 196.69 8.57 14.31

Appropriations

Interim Dividend on Equity Shares 29.91 - 36.37 -

Proposed Dividend on Equity Shares - 33.23 - 33.23

Tax on dividend 6.09 6.77 6.48 6.77

Transfer to Debenture Redemption Reserve 0.75 20.00 0.75 20.00

Transfer to General Reserve - 5.00 - 5.00

Balance carried forward 172.79 131.69 (35.03) (50.69)

209.54 196.69 8.57 14.31

On a standalone basis, income for the year at Rs. 1571.32 crores increased by 9.69% from the previous year''s Rs. 1432.47 crores, Profit before tax for the year at Rs. 96.92 crores decreased by 30.22 % (increased by 17.63% excluding exceptional) from the previous year''s Rs. 138.89 crores and Profit after tax for the year at Rs. 77.85 crores decreased by 22.17% from the previous year''s Rs. 100.03 crores. On a consolidated basis, income for the year was Rs. 2463.51 crores, Profit before tax for the year was Rs. 103.44 crores and Profit after tax for the year was Rs. 62.94 crores. The consolidated results of the Company for the year under review are not comparable with the reported consolidated results for FY 2014-15, especially consequent to the transition of Trent Hypermarket Private Limited to a 50:50 joint venture from being a wholly owned subsidiary earlier.

The Company proposes to transfer an amount of Rs. 0.75 crores to the Debenture Redemption Reserve.

2. Dividend

On 12th March 2016, the Board of Directors declared an interim dividend of 90% i.e. Rs. 9/- per Equity Share (previous year 100% which included a one time special dividend of 25%) on 3,32,31,673 Equity Shares of Rs. 10/- each for the year ended 31st March 2016, which was paid on 29th March 2016. The Directors did not consider a final dividend for the year ended 31st March 2016.

3. Share Capital

The paid up Equity Share Capital as on 31st March 2016 was Rs. 33,23,16,730. During the year under review, the Company had issued and allotted in aggregate 129 equity shares which were held in abeyance for the rights issue made by the Company in the years 2007 and 2010. The Company has not issued shares with differential voting rights. The Company has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

4. Management Discussion and Analysis report

A separate section on Management Discussion and Analysis Report (MD&A) is included in the Annual Report as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The MD&A includes discussion on the following matters within the limits set by the Company''s competitive position: industry prospects & developments, opportunities & risks, the performance of key retail formats & the outlook for the business, risks & concerns, internal control systems & their adequacy and discussion on financial performance.

5. Business excellence initiative

The Company participates in the Tata Business Excellence Model (TBEM) business maturity review and evaluation mechanism. TBEM emphasizes quality, leadership, strategic planning, customer orientation & services, process orientation, human relations, shareholder value and commitment to community development.

6. Board and Committee Meetings

The Board met 5 times during the FY 2015-16.

The Audit Committee consists of Mr. A. Sen as the Chairman and Mr. N. N. Tata, Mr. Z. S. Dubash and Mr. B. N. Vakil as members. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such meetings, are provided in the Corporate Governance Report.

7. Directors

Mr. A. D. Cooper who had been the Director of the Company since 1984 stepped down from the Board of Directors w.e.f. closing hours of 23rd August 2015 in accordance with Tata Policy on retirement of Non-Executive Directors. The Board places on record its sincere appreciation for the significant contribution made by Mr. Cooper to the Company, as a Director and also as the Chairman of several committees viz., Audit, Nomination & Remuneration and Stakeholders Relationship, in providing advice and counsel with regard to the Company''s business which significantly contributed to the Company''s growth and stature in the retail industry.

Mr. P. Auld was appointed as an Additional Director of the Company (designated as Managing Director) with effect from 4th November 2014. He held the office as Director upto the date of 63rd Annual General Meeting (AGM) held on 7th August 2015. Shareholder at the said AGM approved his appointment as Director whose office shall be liable to retirement by rotation. Further, Shareholders had also approved his appointment as the Managing Director for a period of three years w.e.f. 4th November 2014 by way of a Postal Ballot.

Mr. P. Venkatesalu was appointed as an Additional Director of the Company (designated as Executive Director (Finance) & CFO) with effect from 1st June 2015. He held office as Director upto the date of the 63rd AGM held on 7th August 2015. He was appointed as a Director of the Company at the said AGM. His appointment as Executive Director designated as Executive Director (Finance) and CFO of the Company for a period of three years w.e.f. 1st June 2015 was also approved at the said AGM.

At the AGM held on 7th August 2015, the members have approved the appointment of Ms. S. Singh and Mr. A. Sen as an Independent Directors for a term of 2 years w.e.f. 3rd March 2015 and 27th May 2015 respectively.

All the Independent Directors have submitted declarations that each of them meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the Act) and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an independent director during the year.

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. B. Bhat is liable to retire by rotation at the ensuing AGM and is eligible for re-appointment.

8. key Managerial Personnel

Mr. P. Auld - Managing Director, Mr. P. Venkatesalu - Executive Director (Finance) and CFO and Mr. M. M. Surti - Company Secretary are the Key Managerial Personnel as per the provisions of the Act.

9. Particulars of loans, guarantees or investments

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial statements.

10. Related Party Transactions

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arm''s length basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no material Related Party Transactions made by the Company during the year that would have required Shareholder''s approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has nothing to report in Form AOC-2, hence, the same is not annexed.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is also obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature and value of the transactions.

The Company has adopted a policy on Related Party Transactions. The policy as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is http://www.mywestside.com/WebPages/InnerPages/Policies-information.aspx

11. Risk Management Policy

The Company has a Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and related procedures & status.

The major risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate/relevant.

12. Subsidiaries, associates and joint venture companies key subsidiaries/joint ventures of the Company :

a) Fiora Hypermarket limited (FHL), a subsidiary of the Company, is engaged in the retailing business. FHL operates hypermarket stores in the name of Star Bazaar. FHL reported a total revenue of Rs. 93.66 crores (Rs. 144.96 crores in FY 2014-15) for the period under review and loss before tax of Rs. 4.67 crores (Rs. 17.81 crores in FY 2014-15).

b) Fiora services limited (FSL), a subsidiary of the Company, continues to render various services in terms of sourcing activities, warehousing, distribution, clearing and forwarding. FSL reported a total revenue of Rs. 48.10 crores (Rs. 42.83 crores in FY 2014-15) for the period under review and Profit before tax of Rs. 3.35 crores (Rs. 2.39 crores in FY 2014-15).

c) Westland limited (WL), a subsidiary of the Company is engaged in the business of publication of books. WL reported a total revenue of Rs. 21.01 crores (Rs. 15.19 crores in FY 2014-15) for the period under review and loss before tax of Rs. 3.85 crores (Rs. 4.88 crores in FY 2014-15). During the year, Amazon.com NV Investment Holdings LLC acquired on a fully diluted basis 26.03% stake in WL by subscribing to its Equity and Compulsorily Convertible Preference Shares.

d) landmark etail limited was a wholly owned subsidiary of the Company. During the year, Tata Unistore Limited, subsidiary of Tata Industries Limited, acquired the entire share capital of the Company with effect from 11th June 2015 and thus Landmark Etail ceased to be the subsidiary of the Company. Tata Unistore Limited has launched an e-commerce platform that seeks to realize the synergies of bringing together online several strong retail banners operated by Tata entities including Westside.

e) Trent Hypermarket Private limited (THPL), a joint venture of the Company, operates the Star (including under the banners Star Bazaar, Star Market & Star Daily) retail business. THPL reported a total revenue of Rs. 849.42 crores (Rs. 790.13 crores in FY 2014-15) for the period under review and loss before tax of Rs. 44.77 crores (Rs. 65.37 crores in FY 2014-15). During the year under review, the Scheme of amalgamation of Tesco Hindustan Wholesaling Private Limited and Virtuous Shopping Centres Limited with Trent Hypermarket was effective w.e.f. 9th December 2015 (Appointed date : 1st February 2015).

f) inditex Trent retail india Private limited (Inditex), a joint venture of the Company, is engaged in the retailing business. Inditex operates stores in the name of ''Zara''. Inditex reported a total revenue of Rs. 842.57crores (Rs. 720.63 crores in FY 2014-15) for the period under review.

The Company has 7 subsidiaries and 3 joint ventures as on 31st March 2016. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries and joint ventures in Form AOC-1 is attached to the financial statements of the Company.

Westland Publications Limited was incorporated on 30th March 2016 as a subsidiary of Westland Limited and accordingly its first financial year would end on 31st March 2017.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. Any Member, who is interested in obtaining a copy of the audited accounts in respect of subsidiaries, may write to the Company Secretary.

13. Deposits

During the year under review, the Company has not accepted any deposits from the Public. As on 31st March 2016, there were no deposits which were unclaimed and due for repayment.

14. Significant and material orders passed by regulators or courts

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

15. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements related and the date of the report Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

16. Internal Financial Controls

Your Company has laid down standards and processes which enable internal financial control across the Company and ensured that the same are adequate and are operating effectively.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of this report.

17. Particulars of employees

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure A.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Annexure is open for inspection at the Registered Office of the Company. Any Shareholder interested in obtaining the same may write to the Company Secretary.

18. Annual evaluation made by the board of its own performance and that of its committees and individual directors

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

19. Company''s Policy on Directors'' appointment and remuneration, etc.

Procedure for nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates'' vis-à-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for determining Qualifications, Positive Attributes and independence of a Director

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independence: In accordance with the above criteria, a Director will be considered as an ''Independent Director'' if he/ she meets with the criteria for ''Independent Director'' as laid down in the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ''Code for Independent Directors'' as outlined in Schedule IV to the Act.

Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Clause 49 of the erstwhile Listing Agreement entered with the Stock Exchange).

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company. Details of the Remuneration Policy are given in the Corporate Governance Report.

20. Details of establishment of Vigil Mechanism / Whistle blower Policy

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism to the Directors and all employees of the Company to approach the Chairman of the Audit Committee/ Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The details of the Whistle Blower Policy is available on the website of the Company (www.mywestside.com)

21. Corporate social responsibility (Csr)

The Company is guided by Tata group philosophy of improving the quality of lives of the communities we serve through value creation. Our practice of returning to society what we earn evokes trust among consumers, employees, shareholders and the community at large. The Company''s continuing commitment to societal responsibilities and support is linked and integrated with its business strategy, core competence, values and need of the communities.

The organization approaches all such initiatives with an intent to contribute to sustainable economic development and beneficial actions that are environmentally sustainable and socially responsible for the communities.

The Board has constituted the Corporate Social Responsibility Committee headed by Mr. A. Sen as Chairman and Mr. N. N. Tata, Mr. B. Bhat & Ms. S. Singh as its members. The Company, in line with its CSR policy has undertaken projects in the areas of enhancing employability, education through its initiative called Saksham. Around 27% of the Company''s workforce is from Affirmative Action communities.

The Company not only embarks on contributing towards local community in long run but also focuses on promoting quality education and realizing their full potential through the partnership with Room to Read India Trust by setting up 13 school libraries across Mumbai and Delhi to improve the literacy skills and reading habits of primary school children.

The Company encourages the underprivileged to aspire and seek a better future for themselves and well-being of their families by bridging the skills gap through various education and skill based programs. The Company believes in supplementing educational needs for meritorious and deserving students from economically disadvantaged society and thus sponsoring students from NIFT, Mumbai to provide equal learning opportunities for their growth and success. Recognizing the challenges faced by the children of municipal schools on their inability to communicate in English, the Company has partnered to enhance their English fluency & hence expand their employment opportunities.

In order to support NGO projects in areas of ''Child Education & Nutrition'' across Westside and Landmark stores, "Star & Diya" initiative is carried out during Christmas & Diwali festival promotions in various cities. The revenue generated, supports children hailing from disadvantaged communities by providing educational scholarships, midday meals, infrastructure development. For the FY 2015-16, the stores collectively raised an amount of Rs. 70.49 lakhs that benefited nearly 4000 children across locations. Around 800 Trent volunteers across locations, conducted sessions on ''Personality Development'' and ''Career Building'' at various government/municipal schools and other training institutes run by local NGO''s for youth within the age group of 14-16 years.

An Annual report on the CSR Activities forms part of this report as Annexure b.

22. Secretarial Auditor''s report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Parikh & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March 2016. The Secretarial Audit Report is annexed as Annexure C.

23. Extract of Annual return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return in Form MGT-9 as at 31st March 2016, forms part of this report as Annexure D.

24. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Company''s Auditors confirming compliance with conditions on Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

25. Directors'' responsibility statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

b. the Directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the Profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

26. Auditors

M/s. N.M. Raiji & Co., Chartered Accountants, were reappointed as the Statutory Auditors of the Company at the Sixty Second Annual General Meeting (AGM) held on 14th August 2014, to hold office from the conclusion of that AGM till the conclusion of Sixty Fifth AGM of the Company to be held in the year 2017. In terms of the provisions of Section 139 of the Act, the appointment of the auditors has to be placed for ratification at every AGM. Accordingly, the appointment of M/s. N.M. Raiji & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

27. Policy on Prevention, Prohibition and redressal of sexual Harassment at workplace

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. During FY 2015-16, the Committee has received 3 complaints all of which were resolved with appropriate action taken. However, only 1 of the aforesaid complaint pertained to sexual harassment.

28. Conservation of energy, Technology Absorption and Foreign exchange earnings and outgo

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : Nil

C. Foreign Exchange Earnings and Outgo: Foreign Exchange earnings and outgo are stated on page117 in the notes to the Balance Sheet and Profit and Loss Account. The Company earned Rs. 26.23 crores in foreign currency from retail sales through International Credit Cards.

29. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, debenture holders, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

Noel N. Tata

Chairman

Mumbai, 26th May 2016

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Mar 31, 2013

TO THE MEMBERS OF TRENT LIMITED

The Directors present their Sixty First Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

1. Financial Results 2012-2013 2011-2012 Rs. Crores Rs. Crores

Total Income 996.19 912.04

Profit before tax 80.77 44.58

Less: Provision for taxation 18.51 (2.69)

Profit after tax 62.26 47.27

Add: Balance brought forward from previous year 70.12 52.79

Balance available for Appropriations 132.38 100.06

Appropriations

Proposed Dividend on:

Equity Shares 23.26 17.72

Preference Shares 0.01 0.01

Tax on dividend 3.95 2.21

Transfer to Debenture Redemption Reserve 5.00 5.00

Transfer to General Reserve 8.00 5.00

Balance carried forward 92.16 70.12

132.38 100.06

Income for the year at Rs.996.19 crores increased by 9.23% from the previous year''s Rs.912.04 crores while profit after tax for the year at Rs.62.26 crores increased by 31.71% from the previous year''s Rs.47.27 crores.

2. Dividend

(i) 0.1% Redeemable Preference Shares

The Board of Directors at its meeting held on 29th May 2013 has approved the payment of an interim dividend on the 70,000 unlisted Cumulative Redeemable Preference Shares of Rs.1000 each @ 0.1% p.a. for the period 1st April 2012 to 1st June 2013. The said shares would be redeemed on 1st June 2013.

(ii) Equity Shares

The Board of Directors recommend the payment of a Dividend @ 70% i.e. Rs.7 per Equity Share (previous year @ 65% i.e. Rs.6.50 per share) on the expanded capital consisting of 3,32,31,544 Equity Shares of Rs.10 each for the year ended 31st March 2013 (previous year 2,72,49,519 Equity Shares of Rs.10 each). This alongwith dividend distribution tax represents a payout ratio of around 44% of the profit after tax.

3. Conversion of Cumulative Compulsorily Convertible Preference Shares into Equity Shares and Preferential Allotment

The Company had issued Cumulative Compulsorily Convertible Preference Shares (CCPS) on a Rights basis to the Members of the Company in August 2010, comprising of 44,51,414 CCPS Series A and 44.51.414 CCPS Series B aggregating to Rs.489.66 crores. Each CCPS of face value of Rs.10 has been issued at a premium of Rs.540 each. 44,51,414 CCPS Series A were compulsorily and automatically converted into 44,51,414 fully paid-up Equity Shares of Rs.10 each on 1st September 2011.

44.51.414 CCPS Series B were compulsorily and automatically converted into 44,51,414 fully paid-up Equity Shares of Rs.10 each on 1st September 2012.

During the financial year 2012-13, the Company had allotted 15,30,611 Equity Shares of Rs.10 each at a price of Rs.980 per share aggregating to Rs.150 crores to Promoter / Promoter Group on preferential allotment basis.

Consequent to the conversion of CCPS Series B into equity shares and the preferential allotment, the paid up equity share capital of the Company has increased from Rs.27.25 crores to Rs.33.23 crores.

4. Scheme of Amalgamation and Arrangement

The Board of Directors of the Company at its meeting held on 4th March 2013 approved a Scheme of Amalgamation and Arrangement (''The Scheme'') between Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Private Limited with the Company. The Appointed Date for the merger shall be 1st April 2013.

As Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Private Limited are wholly owned subsidiaries of the Company, no shares of the Company will be issued and allotted pursuant to the proposed Scheme.

The Scheme is subject to the requisite approval of the members and/or creditors as may be directed by the High Court of Judicature at Bombay and subject to all such requisite approvals from the relevant Regulatory Authorities and sanction of the High Court of Judicature at Bombay.

5. Management Discussion and Analysis

A separate section on Management Discussion and Analysis (MD&A) is included in the Annual Report as required in Clause 49 of the Listing Agreement with BSE Limited and National Stock Exchange of India Limited. The MD&A includes discussion on the following matters within the limits set by the Company''s competitive position: industry prospects and developments, opportunities and risks, the performance of key retail formats and the outlook for the business, risks and concerns, internal control systems & their adequacy and discussion on financial performance.

6. Subsidiaries

- Key operating subsidiaries: Details on the performance of the two key operating subsidiaries of the Company viz., Trent Hypermarket Limited (Star Bazaar-Hypermarket business) and Landmark Limited (books, music, gaming and toys business) is included in the MD&A.

- Other subsidiaries: Fiora Services Limited continues to render various services to the Company in terms of sourcing activities, warehousing, distribution, clearing and forwarding.

The other subsidiaries of the Company continue to support primarily the Company''s real estate needs etc.

- Subsidiary Accounts: The Ministry of Corporate Affairs vide its circular dated 8th February 2011 granted general exemption to holding companies from attaching the annual accounts of its subsidiary companies subject to certain conditions.

Accordingly the said documents are not attached to the Balance Sheet of the Company. A statement containing financial details of the Company''s subsidiaries is included in the consolidated Balance Sheet in the Annual Report. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to the members of the holding and subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company, the Corporate Office of the Company and also at the Registered Offices of the subsidiary companies.

- Purchase of shares of Landmark Limited: During the year under review, the Company has purchased from TVS Shriram Growth Fund I ("the Fund"), a minority shareholder, the entire shares held by them in Landmark Limited, a subsidiary of the Company. Consequently, Landmark Limited has become a wholly owned subsidiary of the Company. The Fund retains an option to invest in a minority stake in Westland Limited (also a subsidiary of the Company).

7. Quality Initiatives

The Company participates in the Tata Business Excellence Model (TBEM), which emphasizes quality, leadership, strategic planning, customer orientation and services, process orientation, human relations, shareholder value and commitment to community development.

8. Corporate Sustainability

Corporate Sustainability at Trent Limited integrates economic progress and social commitment. We aspire to always fuse our business values, cultural pillars and operating principles to exceed the expectations of our customers, employees, partners, investors, communities and the wider society.

As part of Corporate Social Responsibility initiative, Trent provides sponsorship for NGO projects across store locations in areas of Child Education & Nutrition by providing financial support. This is done through Diwali and Christmas festival promotions (Star & Diya) initiatives in Westside stores. This programme enables the customers to participate in ''giving'' by lighting a diya during Diwali, or putting up a star on the Christmas tree during Christmas season; the proceeds of which are routed to select NGOs who are engaged in community work. Through this annual initiative, Trent supports children hailing from disadvantaged communities by providing financial assistance in various forms like educational scholarships, midday meals, infrastructure development. Organizational and store volunteers visit NGOs to interact and explore opportunities to improve cooperation. We have channelized an amount of Rs.11.4 lacs towards setting up this initiative across our stores, and the stores raised an approximate amount of Rs.47 lacs that supported 21 education and nutrition projects that benefitted nearly 2000 children.

Trent commissioned two water purification units at Mangalagiri (1000LPH) and Rajavolu (500LPH) villages of Andhra Pradesh. The villages, located near Vijaywada, have a big base of fabric suppliers, and had been facing an acute shortage of clean drinking water. With the installation of these units, nearly 2300 weaver families in both villages are benefitted, also keeping a check on water-borne diseases and ensuring healthy growth for children in the areas.

Trent Team also participated in the Standard Chartered Mumbai Marathon 2013; supporting St. Jude''s Childcare Centre and also raised funds for Tata Medical Centre, Tata Memorial Centre and V Connect Foundation.

We also uphold the group protocol for Affirmative Action (AA) initiative. Prioritization of the AA goals is based on the organizational core competency, scope of integration of the AA agenda, sphere of influence with respect to the communities it operates from, and the capacity and capability to deliver. Our focus areas are Education, Employment, Employability and other key allied social initiatives with an aim to improve the quality of life of those we are associated with.

There is a constant need for talent especially at the front end of the store operations. The same is leveraged and aligned to our Affirmative Action (AA) policy. In its responsibility to link business needs to AA activities, we endeavor to create a talent pool of youth from the marginalized communities by providing equal employability / employment opportunities. AA initiatives of Trent act as a stepping stone for people from the marginalized communities to learn skills, gain confidence and move ahead in life.

Looking at an alternative to the sourcing of human resources in a creative manner, Trent''s vocational training programme, called Saksham (Sanskrit for capable), aims to enhance the employability skills and provide gainful employment to the underprivileged sections of society. Through this programme, the sharing of retail knowledge, imparting retail skills and providing on-the-job training is done. These skills assist the youth in finding access to retail careers, not just with Trent but across other retail organizations and formats. This helps in promoting employability and to an extent providing employment opportunities to the target communities. We encourage our employees to become involved in the communities by lending their voluntary support by conducting knowledge sharing sessions towards the Saksham programme. We have around 978 employees hailing from affirmative action communities employed across our formats.

9. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Company''s Auditors confirming compliance with conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreements with BSE Limited and National Stock Exchange of India Limited.

10. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in the selection of accounting policies, consulted the Statutory Auditors, and have applied them consistently, and 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 at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

11. Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. N. N. Tata and Mr. B. Bhat are liable to retire by rotation and are eligible for re-appointment. Brief particulars of Mr. N. N. Tata and Mr. B. Bhat are annexed to the Notice of the Annual General Meeting in accordance with the Listing Agreement entered with the Stock Exchanges.

Considering the qualifications and rich experience of the Directors, the contribution made by them at the Board and various Committee meetings, the time spent by them on operational matters other than at the meetings and the diversified responsibilities being undertaken by them in managing the growth of the Company and its subsidiaries businesses over these years, it is proposed to pay commission in excess of 1% of the net profits of the Company for the financial year ended 31st March 2013, to the non-whole time directors of the Company as may be decided by the Board of Directors. The same is subject to the approval of the members and the Central Government. Attention is drawn to the Item No. 7 of the Notice of the Annual General Meeting.

12. Auditors

The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire and are eligible for reappointment. It is proposed to reappoint the Auditors to hold office up to the conclusion of the Annual General Meeting for the year ending 31st March 2014.

13. Statutory Information

A. Fixed Deposits: During the year under review, the Company has not accepted any fixed deposit from the public. As on 31st March 2013, there were no deposits which were unclaimed and due for repayment.

B. Particulars of employees: The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules,1975, as amended, are annexed to the Directors'' Report. However, as per the provisions of Section 219 (1)(b)(IV) of the Companies Act, 1956, the Report and the Accounts are being sent to all members of the Company excluding the aforesaid information. The aforesaid information is also available for inspection at the Registered Office of the Company. Any member interested in obtaining such particulars may write to the Company Secretary.

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

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : Nil

C. Foreign Exchange Earnings and Outgo: Foreign Exchange earnings and outgo are stated on page 75 in the notes to the Balance Sheet and Profit and Loss Account. The Company earned Rs.15.96 crores in foreign currency from retail sales through International credit cards.

15. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

F. K. Kavarana

Mumbai, 29th May 2013 Chairman

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Mar 31, 2012

TO THE MEMBERS OF TRENT LIMITED

The Directors present their Sixtieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

1. Financial Results 2011-2012 2010-2011 Rs. Crores Rs. Crores

Total Income 912.04 729.32

Profit before tax 44.58 60.32

Less: Provision for taxation (2.69) 17.28

Profit after tax 47.27 43.04

Add: Balance brought forward from previous year 52.79 37.27

Balance available for Appropriations 100.06 80.31

Appropriations

Proposed Dividend on:

Equity Shares 17.72 15.05

Preference Shares 0.01 0.01

Dividend Paid on Equity/Preference Shares 0.00 0.01

Tax on dividend 2.21 2.45

Transfer to Debenture Redemption Reserve 5.00 5.00

Transfer to General Reserve 5.00 5.00

Balance carried forward 70.12 52.79

100.06 80.31

Income for the year at Rs.912.04 crores increased by 25% from the previous year's Rs.729.32 crores while profit after tax for the year at Rs.47.27 crores increased by 9.8% from the previous year's Rs.43.04 crores.

2. Conversion of Cumulative Compulsorily Convertible Preference Shares into Equity Shares

The Company had issued Cumulative Compulsorily Convertible Preference Shares (CCPS) on a Right basis to the Members of the Company in August 2010, comprising of 44,51,414 CCPS Series A and 44,51,414 CCPS Series B aggregating to Rs.489.66 crores. Each CCPS of face value of Rs.10 has been issued at a premium of Rs.540 each.

44,51,414 CCPS Series A were compulsorily and automatically converted into 44,51,414 fully paid-up Equity Shares of Rs.10 each on 1st September 2011. Consequent upon which, the paid up equity share capital of the Company has increased from Rs.20.06 crores to Rs.24.51 crores.

One CCPS Series B will be compulsorily and automatically converted into One fully paid-up Equity Share of Rs.10 each on 1st September 2012. CCPS Series B are traded on the BSE Limited and the National Stock Exchange of India Limited.

3. Qualified Institutions Placement

The Company on 16th March 2012 allotted 27,41,228 Equity Shares of Rs.10 each at a price of Rs.912 per Equity Share aggregating to Rs.250 Crores to Qualified Institutional Buyers, in accordance with the provisions of Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. Consequent upon which, the paid up equity share capital of the Company has increased from Rs.24.51 crores to Rs.27.25 crores.

The Qualified Institutions Placement Issue was carried out in accordance with the Special Resolution passed by the Members of the Company through postal ballot on 14th November 2011.

4. Dividend

The Board of Directors recommend payment of dividends, subject to the approval by the Members at the Annual General Meeting:

(i) 0.1% Redeemable Preference Shares

The Board of Directors recommend the payment of a Dividend @ 0.1% for the year ended 31st March 2012 on the 70,000 Redeemable Preference Shares of Rs.1000 each allotted on 26th March 2010.

(ii) 0.1% Cumulative Compulsorily Convertible Preference Shares (CCPS) Series B

The Board of Directors recommend the payment of a Dividend @ 0.1% per annum on CCPS Series B of Rs.10 each, from the date of allotment i.e. 28th August 2010 and upto the date on which the CCPS Series B will be compulsorily and automatically converted into fully paid up Equity Shares of Rs.10 each i.e. on 1st September 2012.

(iii) Equity Shares

The Board of Directors recommend the payment of a Dividend @ 65 % i.e. Rs.6.50 per Equity Share on 2,72,49,519 Equity Shares of Rs.10 each for the year ended 31st March 2012 (previous year @ 75% i.e. Rs.7.50 per share on 2,00,56,877 Equity Shares of Rs.10 each). This alongwith dividend distribution tax represents a pay-out ratio of over 42% of the profit after tax.

5. Management Discussion and Analysis

A separate section on Management Discussion and Analysis (MD&A) is included in the Annual Report as required in Clause 49 of the Listing Agreement with the BSE Limited and the National Stock Exchange of India Limited. The MD&A includes discussion on the following matters within the limits set by the Company's competitive position: industry prospects and developments, opportunities and risks, the performance of key retail formats and the outlook for the business, risks and concerns, internal control systems & their adequacy and discussion on financial performance.

6. Subsidiaries

a) Key operating subsidiaries

Details on the performance of the two key operating subsidiaries of the Company viz., Trent Hypermarket Limited (Star Bazaar - Hypermarket business) and Landmark Limited (books, music, gaming and toys business) is included in the MD&A.

b) Fiora Services Limited

Fiora continues to render various services to the Company in terms of sourcing activities, warehousing, distribution, clearing and forwarding. The services have been improved recently to help reduce turnaround time.

The other subsidiaries of the Company continue to support primarily the Company's real estate needs etc.

c) Subsidiary Accounts

The Ministry of Corporate Affairs vide its circular dated 8th February 2011 granted general exemption to Holding Companies from attaching the annual accounts of its subsidiary companies subject to certain conditions.

Accordingly the said documents are not attached to the Balance Sheet of the Company. A statement containing financial details of the Company's subsidiaries is included in the consolidated Balance Sheet in the Annual Report. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to the members of the holding and subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company, the Corporate Office of the Company and also at the Registered Offices of the subsidiary companies.

7. Quality Initiatives

The Company participates in the Tata Business Excellence Model (TBEM), which emphasizes quality, leadership, strategic planning, customer orientation and services, process orientation, human relations, shareholder value and commitment to community development.

8. Corporate Sustainability

Corporate Sustainability at Trent integrates economic progress, environmental concerns and social commitment.

As a retail organization, having a trained talent pool with a strong orientation for customer service is very important to business. Trent decided to address this challenge by tapping into the huge pool of talent available from the underprivileged sections of society. This initiative called Saksham (Sanskrit for capable) was pioneered, that aims to enhance the employability skills and provide gainful employment to these sections of society. Since its inception in 2009, this initiative has yielded 474 employable aspirants out of which, 370 have gained employment so far.

This programme supports our affirmative action policy that encourages and recognizes equal employment opportunity to underprivileged sections of society.

We understand our responsibility as a good corporate citizen to help strengthen the communities in which we live and work. We encourage our employees to become involved in the communities by lending their voluntary support by conducting knowledge sharing sessions to the Saksham programme. These programmes enrich the quality of life and opportunities for all.

Recognizing our efforts for our affirmative action initiatives, this year at the Business Excellence convention, Trent has been the recipient of two prestigious awards for the second consecutive year. While one award was for our special initiatives in the area of providing employment to the underprivileged people, the other was for being assessed at a higher score band (50-60%) than last year (40-50%).

As every year a special fund is created from the sale of Diyas and Stars from our stores during Diwali and Christmas respectively. This year 23 projects, that are aligned with our areas of concern- "Child: Education and Nutrition", of NGOs are being supported.

9. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Company's Auditors confirming compliance with conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the BSE Limited and the National Stock Exchange of India Limited.

10. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii. they have, in the selection of accounting policies, consulted the Statutory Auditors, and have applied them consistently, and 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 at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

11. Directors

Mr. K. N. Suntook was associated with the erstwhile Lakme Ltd. (now Trent Ltd.) since 1968 and held significant leadership positions including that of a Whole-time Director of the Company. He was thereafter appointed as President of Tata Services Ltd., pursuant to which he stepped down as the Whole-time Director of the Company. Mr. Suntook was thereafter re-appointed as a Non-executive Director of the Company which position he held for over 18 years until 17th April 2012 when he stepped down from the Board of Directors in accordance with the Tata Policy on retirement of Non-executive Directors. The Board places on record its sincere appreciation of the valuable contribution made by Mr. Suntook to the Company in providing advice and counsel with regard to the business strategies and investments which have significantly contributed to the Company's growth and stature over the last 40 years.

The Board on 25th June 2012 had appointed Mr. B. N. Vakil as an Additional Director of the Company. He holds office upto the date of the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr. Vakil as a Director of the Company. In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Z. S. Dubash and Mr. A. D. Cooper are liable to retire by rotation and are eligible for re-appointment.

Brief particulars of Mr. Vakil, Mr. Dubash and Mr. Cooper are annexed to the Notice of the Annual General Meeting in accordance with the Listing Agreement entered with the Stock Exchanges.

12. Auditors

The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire and are eligible for reappointment. It is proposed to reappoint the Auditors to hold office up to the conclusion of the Annual General Meeting for the year ending 31st March 2013.

13. Statutory Information

A. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposit from the public. As on 31st March 2012, there were no deposits which were unclaimed and due for repayment.

B. Particulars of employees

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed to the Directors' Report. However, as per the provisions of Section 219 (1)(b)(IV) of the Companies Act, 1956, the Report and the Accounts are being sent to all members of the Company excluding the aforesaid information. The aforesaid information is also available for inspection at the Registered Office of the Company. Any member interested in obtaining such particulars may write to the Company Secretary.

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

A. Conservation of Energy:

The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : Nil

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earnings and outgo are stated on page 68 in the notes to the Balance Sheet and Profit and Loss Account. The Company earned Rs.14.44 crores in foreign currency from retail sales through International credit cards.

15. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

F. K. Kavarana Mumbai, 25th June 2012 Chairman

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Mar 31, 2011

The Directors present their Fifty Ninth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2011.

1. Financial Results 2010-2011 2009-2010 Rs. Crores Rs. Crores

Total Income 768.14 610.00

Profit before tax 60.34 49.85

Less: Provision for taxation 17.31 9.63

Profit after tax 43.03 40.22

Add: Balance brought forward from previous year 37.27 20.54

Balance transferred on Amalgamation - 0.72

Balance available for Appropriations 80.30 61.48

Appropriations

Proposed Dividend on:

Equity Shares 15.04 13.02

Preference Shares 0.01 0.0001

Dividend Paid on Equity Shares 0.01 -

Tax on dividend 2.45 2.16

Transfer to Debenture Redemption Reserve 5.00 5.00

Transfer to General Reserve 5.00 4.03

Balance carried forward 52.79 37.27

80.30 61.48

Income for the year at Rs.768.14 crores increased by 26% from the previous years Rs.610.00 crores, while profit after tax for the year at Rs.43.03 crores increased by 7% from the previous years Rs.40.22 crores.

2. Right Issue of Cumulative Compulsorily Convertible Preference Shares

The Company had issued Cumulative Compulsorily Convertible Preference Shares (CCPS) on a Right basis to the Members of the Company, comprising of 44,51,414 CCPS Series A and 44,51,414 CCPS Series B aggregating to Rs.489.66 crores. Each CCPS of face value of Rs.10 has been issued at a premium of Rs.540 each.

One CCPS Series A will be compulsorily and automatically converted into One fully paid-up Equity Share of Rs.10 each on 1st September 2011 and One CCPS Series B will be compulsorily and automatically converted into One fully paid-up Equity Share of Rs.10 each on 1st September 2012. Both the CCPS Series A and B are traded on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

3. Dividend

The Board of Directors recommend payment of dividends, subject to the approval by the Members at the Annual General Meeting:

(i) 0.1% Redeemable Preference Shares

The Board of Directors recommend the payment of a Dividend @ 0.1% for the year ended 31st March 2011 on the 70,000 Redeemable Preference Shares of Rs.1000 each allotted on 26th March 2010.

(ii) 0.1% Cumulative Compulsorily Convertible Preference Shares(CCPS) Series A

The Board of Directors recommend the payment of a Dividend @ 0.1% per annum on CCPS Series A of Rs.10 each, from the date of allotment i.e. 28th August 2010 and upto the date on which the CCPS Series A are compulsorily and automatically converted into fully paid equity shares of Rs.10 each i.e. on 1st September 2011.

(iii) Equity Shares

The Board of Directors recommend the payment of a Dividend @ 75 % i.e. Rs.7.50 per equity share on 2,00,56,877 Equity Shares of Rs.10 each for the year ended 31st March 2011 (previous year @ 65% i.e. Rs.6.50 per share on 2,00,35,052 Equity Shares of Rs.10 each). This represents a pay-out ratio of 41% of the profit after tax.

4. Management Discussion and Analysis

A separate section on Management Discussion and Analysis (MD&A) is included in the Annual Report as required in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The MD&A includes discussion on the following matters within the limits set by the companys competitive position: industry prospects and developments, opportunities and risks, the performance of key retail formats and the material operating subsidiaries, outlook for the business, risks and concerns, internal control systems & their adequacy and discussion on financial performance.

5. Subsidiaries

a) Key operating subsidiaries

Details on the performance of the two key operating subsidiaries of the Company viz., Trent Hypermarket Limited (Star Bazaar - Hypermarket business) and Landmark Limited (books, music, gaming and gifts business) is included in the MD&A.

b) Optim Estates Private Limited

Optim Estates Private Limited, a wholly owned subsidiary of the Company has been amalgamated with another wholly owned subsidiary, Trent Hypermarket Limited, pursuant to a Scheme of Amalgamation approved by the Honble High Court of Judicature at Bombay with effect from 1st April 2009.

c) Fiora Services Limited

Fiora continues to render various services to the Company in terms of sourcing activities, warehousing, distribution, clearing and forwarding. The services have been improved recently to help reduce turnaround time.

The other subsidiaries of the Company continue to support primarily the Companys real estate needs etc.

d) Subsidiary Accounts

The Ministry of Corporate Affairs vide its circular dated 8th February 2011 granted general exemption to Holding Companies from attaching the annual accounts of its subsidiary companies subject to certain conditions.

Accordingly the said documents are not attached to the Balance Sheet of the Company. A statement containing financial details of the Companys subsidiaries is included in the consolidated balance sheet in the Annual Report. The Annual Accounts of the subsidiary companies and the related detailed information will be made available to the members of the holding and subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered Office of the Company, the Corporate Office of the Company and also at the Registered Offices of the subsidiary companies.

6. Employees Stock Options

The Board of Directors on 22nd June 2010 had approved the allotment of 21,825 Equity Shares to certain employees of the Company who had been granted Stock Options under the Companys Employees Stock Option Scheme approved earlier by the members of the Company. Consequent upon which the paid up equity share capital of the Company has increased to Rs.20.06 crores.

The proportionate amortization cost for the year amounting to Rs.0.23 crore has been debited to the Profit and Loss Account. There were no stock options outstanding as on 31st March 2011.

7. Quality Initiatives

The Company participates in the Tata Business Excellence Model (TBEM), which emphasizes quality, leadership, strategic planning, customer orientation and services, process orientation, human relations, shareholder value and commitment to community development.

8. Corporate Sustainability

Corporate Sustainability at Trent integrates economic progress, environmental concerns and social commitment.

As a retail organization, having a trained talent pool with a strong orientation for customer service is very important to business. Trent decided to address this challenge by tapping into the huge pool of

talent available from the underprivileged sections of society. This initiative called Saksham (Sanskrit for capable) was pioneered, that aims to enhance the employability skills and provide gainful employment to these sections of society. In 2010-11, this initiative has yielded 395 employable aspirants out of which, 361 have gained employment so far.

This programme supports our affirmative action policy that encourages and recognizes equal employment opportunity to underprivileged sections of society.

We understand our responsibility as a good corporate citizen to help strengthen the communities in which we live and work. We encourage our employees to become involved in the communities by lending their voluntary support by conducting knowledge sharing sessions to the Saksham programme. These programmes enrich the quality of life and opportunities for all.

As every year a special fund is created from the sale of Diyas and Stars from our stores during Diwali and Christmas respectively. This year 27 projects that were aligned with our areas of concern- "Child : Education and Nutrition" of NGOs across our stores are being supported.

9. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report along with the certificate from the Companys Auditors confirming compliance with conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

10. Green Initiatives

The Ministry of Corporate Affairs has recently permitted Companies to send notices/documents including Annual Reports to Members by email. All Members are sincerely requested to register their email addresses with their respective depository participants in case of shares held electronically and with the Share Transfer Registrars viz., TSR Darashaw Limited in case the shares held physically. This is an opportunity for the Members to extend their role as responsible citizens and contribute towards a Green Environment.

11. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in the selection of accounting policies, consulted the Statutory Auditors, and have applied them consistently, and 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 at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

12. Directors

Mr. N. N. Tata resigned as the Managing Director of the Company consequent upon his appointment as the Managing Director of another Tata company. The Board considering his vast experience in the retail business appointed Mr.Tata as an Additional Director and designated him Vice Chairman of the Company with effect from 19th August 2010. He holds office upto the date of the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr.Tata as a Director of the Company.

The Board on 27th September 2010 had appointed Mr. B. Bhat as an Additional Director of the Company. He holds office upto the date of the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr. Bhat as a Director of the Company.

The Board on 11th May 2011 had appointed Mr. S. Susman as an Additional Director of the Company. He holds office upto the date of the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr. Susman as a Director of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. A. D. Cooper is liable to retire by rotation and is eligible for re-appointment.

Brief particulars of the above Directors are annexed to the Notice of the Annual General Meeting in accordance with the Listing Agreement entered with the Stock Exchanges.

The Board of Directors has appointed Mr. P. N. Auld, Chief Executive Officer as a ‘Manager of the Company pursuant to the provisions of the Companies Act, 1956, for a period of three years w.e.f. 1st May 2011. Members approval is sought for his appointment and the payment of remuneration which may be in excess of the limits prescribed under the Companies Act, 1956, as mentioned in Item No.11 of the Notice of the Annual General Meeting. The appointment and remuneration is also subject to the approval of the Central Government.

13. Auditors

The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire and are eligible for reappointment. It is proposed to reappoint the Auditors to hold office up to the conclusion of the Annual General Meeting for the year ending 31st March 2012.

14. Statutory Information

A. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposit from the public. As on 31st March 2011 there were no deposits which were unclaimed and due for repayment.

B. Particulars of employees

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed to the Directors Report. However, as per the provisions of Section 219 (1)(b)(IV) of the Companies Act, 1956, the Report and the Accounts are being sent to

all members of the Company excluding the aforesaid information. The aforesaid information is also available for inspection at the Registered Office of the Company. Any member interested in obtaining such particulars may write to the Company Secretary.

C. Conservation of Energy, Technology and Foreign Exchange

The information required under Section 217 (1)(e) of the Companies Act, 1956, is not applicable to the Company.

However the Company consciously makes all efforts to conserve energy across all its operations. Foreign Exchange earnings and outgo are stated on page 70 in the notes to the Balance Sheet and Profit and Loss Account. The Company earned Rs.13.10 crores in foreign currency from retail sales through International credit cards.

15. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, shareholders, promoters, bankers, group companies and above all, its employees.

On behalf of the Board of Directors

F. K. Kavarana Mumbai, 25th May 2011 Chairman

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Mar 31, 2010

The Directors present their Fifty Eighth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

1. Financial Results 2009-2010 2008-2009 Rs. Crores Rs. Crores Total Income 610.00 546.60 Profit before tax 49.85 28.27 Less: Provision for taxation 10.57 3.07 Profit after tax 39.28 25.20 Add/less : Excess/(short) tax provision for prior years (net) 0.94 1.55 Net Profit 40.22 26.75 Add: Balance brought forward from previous year 20.54 24.03 Balance transferred on Amalgamation 0.72 - Balance available for Appropriations 61.48 50.78 Appropriations: Proposed dividend Equity 13.02 10.74 Preference* 0.0001 - Tax on proposed dividend 2.16 1.82 Transfer to Debenture Redemption Reserve 5.00 15.00 Transfer to General Reserve 4.03 2.68 Balance carried forward 37.27 20.54 61.48 50.78

*The preference dividend recommended (proportionate for period outstanding) is Rs. 1,151.

Income for the year at Rs 610.00 crores increased by 11.60% from the previous years Rs 546.60 crores, while profit after tax for the year at Rs 40.22 crores increased by 50.36% from the previous years Rs 26.75 crores.

2. Dividend

The Board of Directors recommend the payment of a dividend @ 65% i.e. Rs.6.50 per equity share on 2,00,35,052 Equity Shares of Rs.10 each for the year ended 31st March 2010, subject to approval by the members at the Annual General Meeting ( previous year @ 55% i.e. Rs.5.50 per share on 1,95,32,896 Equity Shares of Rs.10 each). This represents a pay-out ratio of 38% of the profit after tax.

The Board of Directors also recommend the payment of Dividend @0.1% for the year ended 31st March 2010 on the 70,000 Redeemable Preference Shares of Rs.1,000 each allotted on 26* March 2010.

3. Management Discussion and Analysis

A separate section on Management Discussion and Analysis (MD&A) is included in the Annual Report as required in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The MD&A includes discussion on the following matters within the limits set by the companys competitive position: industry prospects and developments, opportunities and risks, performance of key retail formats and material operating subsidiaries, outlook for the business, risks and concerns, internal control systems & their adequacy and discussion on financial performance.

4. Subsidiaries

a) Merger of SDPL and SRPL

The Scheme of Amalgamation of Satnam Developers and Finance Private Limited (SDPL) and Satnam Realtors Private Limited (SRPL) with the Company as approved by the Honble High Court of Judicature at Bombay has become effective on 12th March 2010 upon obtaining all sanctions and approvals as required under the scheme. SDPL was a 100% subsidiary of the Company and SDPL held 50% of the shares in SRPL. The Appointed date of the Scheme was 1st April 2009. In terms of the Scheme, the Company on 26th March 2010 has issued 70,000 fully paid 0.1% Redeemable Preference Shares of Rs.1000 each to the equity shareholders holding 50% shares in the erstwhile SRPL. Accordingly, the results of the Company for the year 31st March 2010 include the figures of SDPL and SRPL for the period 1st April 2009 to 31st March 2010.

b) Fiora Services Limited (Fiora)

Fiora continues to render various services to the Company in terms of sourcing activities, warehousing, distribution, clearing and forwarding.The facilities at the warehouse and distribution capabilities are being augmented to help improve turnaround time and consequently availability of merchandize in the stores.

c) Westland Limited

The Company acquired the equity shares of Westland Limited from its subsidiary Landmark Limited on 8th December 2009 making Westland Limited a direct subsidiary of the Company. Westland continues to pursue the book distribution and publishing business.

d) Optim Estates Private Limited

The Company had acquired all the equity shares of Optim Estates Private Limited (Optim) making it a wholly owned subsidiary of the Company on 30th April 2010. Optim is the owner of a property that is currently being used in the operation of a Star Bazaar hypermarket.

e) Other Subsidiaries

The MD&A includes detailed commentary on the performance of formats managed by the two key operating subsidiaries of the Company - Trent Hypermarket Limited (Star Bazaar business) and Landmark Limited (Landmark books, music & gifts format).

The other subsidiaries of the Company continue to support the Companys real estate related needs (eg. Nahar Theatres Limited) and otherwise have operated during the period under review within the scope of their stated objects.

f) Subsidiary Accounts

The Company had made an application to the Central Government pursuant to Section 212(8) of the Companies Act, 1956 seeking exemption from attaching to its Balance Sheet, copies of the Balance Sheet, Profit and Loss and other documents of its subsidiaries. The Central Government vide letter dated 17th May 2010 has exempted the Company from attaching the aforesaid documents of its subsidiaries to its Balance Sheet for the year ended 31st March 2010. Accordingly the said documents are not attached to the Balance Sheet of the Company. A statement containing financial details of the Companys subsidiaries is included in the Annual Report.The Annual Accounts of the subsidiary companies are open for inspection by any investor and the Company will make available these Accounts upon request. Further, the Annual Accounts of the subsidiary companies will also be kept for inspection by any investor at the Registered Office of the Company and the Subsidiary Company concerned.

5. Joint Ventures

The Company has in the previous year sold its investments in Virtuous Trustees Private Limited pursuant to which its ceases to be a Joint Venture.

The Company has invested a sum of Rs.31.75 crores in the equity shares of Inditex Trent Retail India Private Limited in the Joint Venture of the Company with Inditex S.A., for opening the Zara chain of stores in India.

6. Conversion of warrants

During the year 2005-2006, the Company had issued Partly Convertible Debentures (PCDs) with detachable warrants (Warrants) on a rights basis. Under the terms of issue of the detachable warrants, the warrant-holder was entitled to exercise their right to apply for one equity share of Rs.10 each at a premium of Rs.640 per share in respect of each warrant held, after completion of 54 months from the date of allotment. On 19th February 2010, the Company based on the applications received, allotted 5,02,156 equity shares to the warrant holders upon exercise of their warrants. Consequent upon which the Paid up Equity Share Capital of the Company has increased to Rs.20.04 crores.

7. Employees Stock Options

The Board of Directors had granted 21,825 stock options to the Employees of the Company including the Managing Director under the Employees Stock Option Scheme as approved earlier by the Members. The entire related cost of Rs.1.08 crores is required to be amortized over the 12 month vesting period commencing 17th June 2009 as per applicable SEBI guidelines. The proportionate amortization cost for the year amounting to Rs.0.85 crores has been debited to the Profit and Loss Account.There were 21,825 stock options outstanding as on 31st March 2010.

8. Increase in the Authorized Capital of the Company

The Shareholders through a postal ballot had approved the increase in the Authorized Capital of the Company on 16th April 2010, from the present Rs.36 crores to Rs.56 crores, comprising of Rs.32 crores of equity shares, Rs.7 crores of redeemable preference shares, Rs.12 crores of Cumulative Convertible Preference Shares and Rs.5 crores of unclassified shares and also consequential amendments to the Articles of Association of the Company.

9. Rights Issue of Cumulative Compulsorily Convertible Preference shares (CCPS)

The Board of Directors have approved the issue of CCPS on a rights basis on the following terms and conditions:

Issue of 4 CCPS (comprising of 2 Series A CCPS and 2 Series B CCPS) for every 9 equity shares

held on a Record Date.

Each Series A and Series B CCPS are to be issued at Rs.550 (including a premium of Rs.540 per

CCPS).

Each Series A CCPS to be automatically and compulsorily converted into one Equity share on

1st September 2011.

Each Series B CCPS to be automatically and compulsorily converted into one Equity share on 1st September 2012.

Until conversion, both Series A and Series B CCPS will carry a nominal dividend of 0.1% p.a. on the Face Value of Rs.10 each.

The Rights entitlement to Series A and Series B CCPS are required to be subscribed and exercised together.

10. Corporate Office

During the year the Company consolidated most of its corporate operations at its Corporate Office at Trent House, situated at G Block, Plot No. C - 60, Beside Citi Bank, Bandra Kurla Complex, Bandra (East), Mumbai 400 051.

11. Quality/ Business Excellence Initiatives

The Company participates in the Tata Business Excellence Model (TBEM), which emphasizes quality, leadership, strategic planning, customer orientation and service, process orientation, human resource management, shareholder value creation and commitment to community development.

12. Corporate Sustainability

Corporate Sustainability integrates economic progress, environmental concerns and social commitment. We believe in fusion of our business values, cultural pillars and operating principles to exceed the expectations of our customers, employees, partners, investors, communities and the wider society. Our focus areas are Education, Employment, Employability, Environment and other key allied social initiatives with an aim to improve the quality of life of those with whom we are associated.

As part of support Education, the Company is providing subsidized education to 107 employees in Retail Management. In the year 2009, the Company pioneered a comprehensive vocational training model christened Saksham that revolves around increasing employability and providing employment to the underserved.The initiative so far has yielded 320 employable aspirants out of which, 280 have gained employment. As part of furthering a Culture for Energy and Environment Conservation, we have undertaken a carbon foot printing and abatement exercise.

13. Corporate Governance

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Companys Auditors confirming compliance with conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited is annexed thereto.

14. Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have, in the selection of accounting policies, consulted the Statutory Auditors, and have applied them consistently, and 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 at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

15. Directors

Mr. N. A. Soonawala, who had been a Director of the Company for over 28 years, stepped down from the Board of Directors w.e.f. 31st March 2010 in accordance with the Tata Policy on retirement of Non-Executive Directors. The Board places on record its sincere appreciation of the immeasurable contribution made by Mr. Soonawala to the Company as a Director in providing advice and counsel with regard to the Companys business strategies, financial structure and investments which significantly contributed to the Companys growth and stature in the retail industry over the years.

The Board at its meeting held on 26th April 2010 had appointed Mr. Zubin S. Dubash as an Additional Director, effective from the date of the said meeting. Mr. Dubash holds office upto the date of the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr. Zubin S. Dubash as a Director of the Company. Brief particulars of Mr. Dubash are annexed to the Notice of the Annual General Meeting in accordance with the Listing agreement with the Stock Exchanges. Mr. Dubash had previously served on the Companys Board between 27th October 2005 and 18th December 2007.

Mr. B. S. Bhesania, who has been a Director of the Company for over 27 years, retires by rotation at the ensuing Annual General Meeting and has conveyed his decision not to offer himself for re-appointment in line with the Tata Policy on retirement of Non-Executive Directors. The Board places on record its sincere appreciation of the significant contribution made by Mr. Bhesania to the Company in providing advice and counsel with regard to the business strategies and law which significantly contributed to the Companys growth during the last 27 years as a Director.

Shareholders approval is sought for the payment of remuneration which is in excess of the limit prescribed under the Companies Act, 1956, to the Managing Director as mentioned at Item No.8 of the Notice of the Annual General Meeting.

16. Auditors

The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire and are eligible for re-appointment. It is proposed to re-appoint the Auditors to hold office up to the conclusion of the Annual General Meeting for the year ending 31st March 2011.

17. Statutory Information

A. Fixed Deposits

As on 31st March 2010, there were no deposits which were unclaimed and due for repayment.

B. Particulars of employees

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, are annexed to the Directors Report. However, as per the provisions of Section 219(1)(b)(IV) of the Companies Act, 1956, the Report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information.The aforesaid information is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

C. Conservation of Energy, Technology and Foreign Exchange

The information required under Section 217(1 )(e) of the Companies Act, 1956, is not applicable to the Company.

However, the Company consciously makes all efforts to conserve energy across all its operations. Foreign Exchange earnings and outgo are stated on page 65 in the notes to the Balance Sheet and Profit and Loss Account. The Company earned Rs. 22.64 crores in foreign currency from retail sales through International credit cards and fees.

18. Acknowledgements

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, shareholders, promoters, bankers, group companies and particularly, its employees.

On behalf of the Board of Directors F. K.Kavarana Mumbai, 14th June 2010 Chairman