Trent Ltd

for the year 2024-25

TO THE MEMBERS.

Your Directors are pleased to present their Seventy-Third Integrated Annual Report of Trent Limited (‘the Company') along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March 2025.

(Rs in Crore)

The Company has adopted a Dividend Distribution Policy in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing Regulations') with the objective of rewarding shareholders, retaining capital for growth and ensuring fairness and consistency in distributing profits to shareholders. The said Policy is available on the website of the Company at https://docs.trent-tata.com/ Dividend_Distribution_Policy.pdf

The Board has recommended a Dividend of Rs 51- per share (500%) on 35,54,87,461 Equity Shares of Rs 1/- each for the Financial Year ended 31^st March 2025 [previous year: Rs 3.20/- per Equity Share], subject to the approval of the shareholders at the ensuing Annual General Meeting (‘AGM'). The total Dividend on Equity Shares for FY 2024-25, if approved by the shareholders at the ensuing AGM, aggregate to Rs 177.74 Crore results in a Dividend pay-out of 11.22%.

The said Dividend has been recommended in line with the Dividend Distribution Policy and will be paid out of the Profits for the year.

Pursuant to the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividend 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 tax at the source at applicable rates.

The Dividend, subject to the approval of shareholders at the ensuing AGM will be paid to the Members whose names appear in the Register of Members as on the Record date fixed by the Company i.e. Thursday, 12^th June 2025, subject to deduction of tax at source, as applicable, on or after Monday, 7^th July 2025.

The Board has decided to retain the entire amount of Profit for FY 2024-25 in the Statement of Profit and Loss.

During the year, there was no change in the authorised, issued, subscribed, and paid-up share capital of the Company.

There have been no material changes or commitments affecting the financial position of the Company between the end of the FY 2024-25 and the date of this Report. There has been no change in the business of the Company.

As required under the SEBI Listing Regulations, the Consolidated Financial Statements prepared as per the Indian Accounting Standards (‘Ind AS'), form part of this Annual Report.

During the year under review, the Company registered encouraging growth, serving as a reaffirmation of its strategic choices and pillars. Consistent delivery of compelling value proposition to the customers through a portfolio of brands and products owned by the Company remains at the core of the Company's strategy. The Company's operating discipline,

differentiated business model coupled with consistent focus on the speed of execution continues to support its growth and expansion agenda.

Revenue from Operations for FY 2024-25 is Rs 16,668.11 Crore as against Rs 11,926.56 Crore in FY 2023-24 registering a growth of 39.76%. Profit After Tax is Rs 1,584.84 Crore in FY 2024-25 in comparison to 1,435.82 Crore in FY 2023-24. Total Comprehensive Income isRs 1,580.97 Crore in FY 2024- 25 as against Rs 1,445.46 Crore in FY 2023-24. Profit After Tax and Total Comprehensive Income for FY 2023-24 included an Exceptional Gain of Rs 406.60 Crore (net of tax) on account of reassessment of the estimates of measurement and recognition of the rights to use assets (including related to security deposits) and corresponding lease liabilities under IND AS 116.

At a consolidated group level, the Company has achieved significant growth and profitability. The Consolidated Financial Highlights are given below:

Total Consolidated Revenue for FY 2024-25 is Rs 17,134.61 Crore as againstRs 12,375.11 Crore in FY2023-24, an increase by 38.46%. The EBITDA of Trent Group is Rs 3,063.51 Crore (EBITDA - Profit Before Tax+ Finance Cost+Depreciation and Amortization Expense) for FY 2024-25, as against Rs 2,911.04 Crore in FY 2023-24, owing to higher revenues. Consolidated Profit After Tax is Rs 1,534.41 Crore in FY 2024-25 as against Rs 1,477.76 Crore in FY 2023-24 [which included an Exceptional Gain of Rs 438.79 Crore, net of tax on account of reassessment of the estimates of measurement and recognition of the rights to use assets (including related to security deposits) and corresponding lease liabilities under IND AS 116],

The details of the performance of the Company's Subsidiaries/ Joint Ventures (JVs)/Associates are covered below:

As on 31^st March 2025, the Company has nine Subsidiary Companies (including two International Subsidiary Companies and one Section 8 Company), two Joint Ventures [one Joint Venture each with Tesco PLC, UK and MAS Amity Pte. Ltd. Singapore (‘MAS Amity')] and two Associate Companies with Inditex, Spain.

The financial performance of the Company's Subsidiaries, Joint Ventures and Associate companies for FY 2024-25 is provided below:

BIL, a subsidiary of the Company is engaged in wholesale cash and carry business, warehousing and other related services.

Total Income of BIL is Rs 167.01 Crore as against its previous financial year's Total Income ofRs 179.96 Crore. Total Comprehensive Loss is Rs 11.17 Crore as against its previous financial year's Total Comprehensive Loss of Rs 27.90 Crore.

FHL, a wholly owned subsidiary of BIL, is engaged in the retail business under the Star banner and operation of Zudio stores.

Total Income of FHL is Rs 232.55 Crore as against its previous financial year's Total Income of Rs 192.33 Crore and Total Comprehensive Income is Rs 3.28 Crore as against its previous financial year's Total Comprehensive Loss ofRs 12.47 Crore.

FOL, a wholly owned subsidiary of BIL, is engaged in online grocery retailing business under the brand name - StarQuik.

Total Income of FOL is Rs 114.86 Crore as against its previous financial year's Total Income ofRs 133.97 Crore and Total Comprehensive Loss is Rs 17.84 Crore as against its previous financial year's Total Comprehensive Loss ofRs 10.81 Crore.

During the year, the Scheme of Amalgamation of FHL with FOL and its shareholders and creditors was filed with the National Company Law Tribunal, Mumbai, inter alia with a view to enhance the operational, organizational and financial synergies between these companies. The Scheme is pending for approval by the requisite authorities.

TSSL is engaged in the business of warehousing and other related services. As a part of group restructuring and with an objective to reorganize and consolidate

warehousing businesses and to enhance operational efficiencies, BIL acquired 100% shareholding of TSSL. Accordingly, TSSL is a wholly owned subsidiary of BIL w.e.f. 27^th March 2025.

Total Income of TSSL is Rs 44.14 Crore as against its previous financial year's Total Income of Rs 43.42 Crore and Total Comprehensive Income is Rs 2.80 Crore as against its previous financial year's Total Comprehensive Profit ofRs 1.81 Crore.

FBSSL, a wholly owned subsidiary of the Company, is engaged in the business of providing business support and outsourcing services relating to accounting, merchandising, human resources, payroll, etc.

Total Income of FBSSL is Rs 242.81 Crore as against its previous financial year's Total Income of Rs 168.94 Crore and Total Comprehensive Income is Rs 13.69 Crore as against its previous financial year's Total Comprehensive Income of Rs 6.15 Crore.

Nahar, a wholly owned subsidiary of the Company, is engaged in the business of franchising of fashion apparel retail stores of the Company besides managing a portfolio of real estate assets.

Total Income of Nahar is Rs 26.40 Crore as against its previous financial year's Total Income of Rs 26.49 Crore and Total Comprehensive Income is Rs 1.35 Crore as against its previous financial year's Total Comprehensive Income of Rs 3.08 Crore.

TGHL, a wholly owned subsidiary of the Company in Mauritius, is engaged in the business of investment activities. Total Income of TGHL is Rs 0.73 Crore and Total Comprehensive Loss is Rs 0.60 Crore as against its previous financial year's Total Comprehensive Loss of Rs 0.24 Crore.

TGTL was incorporated on 28^th February 2024 as a wholly owned subsidiary of TGHL and runs retail stores of Zudio in Dubai. Total Income of TGTL is Rs 24.69 Crore and Total Comprehensive Loss is Rs 3.58 Crore.

Trent Foundation was incorporated on 1^st October 2024, as a wholly owned subsidiary of the Company to undertake the Corporate Social Responsibility (CSR) activities focusing on areas viz. employability, education, entrepreneurship, environment, health and nutrition, water, etc and any other areas, as may be covered under Schedule VII of the Companies Act, 2013 (‘the Act').

THPL, a Joint Venture of the Company, operates in the competitive food, grocery, and daily needs segment under the Star banner.

Consolidated Total Income of THPL is Rs 2,743.47 Crore as compared with its previous financial year's Total Income of Rs 2,210.53 Crore and Total Comprehensive Loss is Rs 70.85 Crore as against its previous financial year's Total Comprehensive Loss of Rs 0.67 Crore. Total Comprehensive Income for FY 2024-25 includes Exceptional Gain of Rs 18.53 Crore as compared with its previous financial year's Exceptional Gain ofRs 93.82 Crore.

TMFPL, a Joint Venture of the Company, is engaged in the business of design, product development, manufacture and import of all kinds of apparel and apparel related products including inner wear and lingerie wear.

Total Income of TMFPL is Rs 0.32 Crore as against its previous financial year's Total Income of Rs0.03 Crore and Total Comprehensive Loss is Rs 18.45 Crore as against its previous financial year's Total Comprehensive Loss of Rs 0.07 Crore.

ITRIPL, an Associate of the Company, is engaged in operation of Zara stores in India. During the year, the Company offered 1,40,000 Equity Shares held by it in ITRIPL in the buyback offer made by ITRIPL. Consequent to the acceptance of the offer by ITRIPL, the Company holds 34.94% of the equity shareholding (earlier 49%) in ITRIPL w.e.f. 30^th August 2024.

Total Income of ITRIPL is Rs 2,839.50 Crore as against its previous financial year's Total Income of Rs 2,776.67 Crore and Total Comprehensive Income is Rs 299.47 Crore as against its previous financial year's Total Comprehensive Income of Rs 243.56 Crore.

MDIPL, an Associate of the Company, is engaged in operation of Massimo Dutti stores in India. During the year, pursuant to the offer received from Grupo Massimo Dutti, Spain (the JV Partner), the Company sold 1,75,450 Equity Shares (representing 29% of the equity shareholding) of MDIPL, to Grupo Massimo Dutti, Spain. Consequently, the Company holds 20% of the equity shareholding (earlier 49%) in MDIPL w.e.f 25^,h March 2025.

Total Income of MDIPL is Rs 101.23 Crore as against its previous financial year's Total Income of Rs 101.79 Crore and Total Comprehensive Income is Rs 10.19 Crore as against its previous financial year's Total Comprehensive Income of Rs 8.99 Crore.

The Company does not have a material subsidiary as on date as per the SEBI Listing Regulations.

A separate statement containing the salient features of the Financial Statements of the Company's Subsidiaries, Joint Ventures and Associates, in Form AOC-1, forms part of the Consolidated Financial Statements, in compliance with Section 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, issued thereunder.

Pursuant to the provisions of Act, the Financial Statements, including Consolidated Financial Statements along with related information of the Company and the Financial Statements of all the Subsidiary Companies, are available on the Company's website at www.trentlimited.com. Any Member desirous of obtaining a copy of the Audited Financial Statements with respect to subsidiaries may write to the Company Secretary at investor.relations@trent-tata.com.

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and External Consultants, 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 2025.

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 for the Financial Year ended 31^st March 2025, the applicable accounting standards have been followed and there is no material departures from the same:

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 the 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 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.

As on 31^st March 2025, the Company has 8 Directors with an optimum combination of Executive and Non-Executive Directors including 3 Women Directors.

At the Seventy-Second AGM of the Company held on 12^,h June 2024, the shareholders approved the following appointments/ re-appointments:

• appointment of Ms. Kiran Mazumdar Shaw as an Independent Director for a term with effect from 1^st April 2024 to 23^rd March 2028; and

• appointment of Mr. Venkatesalu Palaniswamy as the Managing Director of the Company for a term of five years with effect from 6^,h October 2024 to 5^th October 2029 (earlier Executive Director and Chief Executive Officer upto 5^th October 2024).

During the year, Mr. Johannes Holtzhausen retired as an Independent Director of the Company w.e.f. close of business hours on 9^th August 2024, pursuant to the completion of his term. Further, Mr. Bhaskar Bhat retired as a Non-Executive Director of the Company w.e.f. close of business hours on 29^th August 2024 upon attaining the retirement age pursuant to the Tata Group retirement guidelines. The Board places on record its sincere appreciation for the services rendered by Mr. Holtzhausen and Mr. Bhat during their tenure as Directors of the Company.

Mr. Jayesh Merchant, an Independent Director of the Company was appointed by the Members at the Sixty-Ninth AGM of the Company held on 22^nd July 2021 for a term of 5 years commencing from 7^th August 2020 to 6^th August 2025 (both days inclusive). The Board of Directors, on recommendation of the Nomination and Remuneration Committee has approved the re-appointment of Mr. Jayesh Merchant as an Independent Director of the Company, for the second term of 5 years from 7^,h August 2025 to 6^th August 2030 (both days inclusive), subject to approval of the Members at the ensuing AGM.

In terms of the provisions of the Act and the Articles of Association of the Company, Mr. Harish Bhat, Non-Executive Director of the Company, retires at the ensuing AGM and being eligible, seeks re-appointment.

The Board recommends re-appointment of Mr. Merchant and Mr. Bhat.

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Jayesh Merchant, Ms. Hema Ravichandar, Mr. Ravneet Singh Gill, Ms. Susanne Given and Ms. Kiran Mazumdar Shaw are the Independent Directors of the Company as on the date of this Report.

In terms of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Mr. Venkatesalu Palaniswamy, Managing Director (earlier Executive Director and Chief Executive Officer upto 5^th October 2024), Mr. Neeraj Basur, Chief Financial Officer and Ms. Krupa Anandpara, Company Secretary and Compliance Officer, are the Key Managerial Personnel of the Company as on 31^st March 2025.

Seven Meetings of the Board of Directors were held during the FY 2024-25. The intervening gap between these meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

There are seven Board Committees, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility and Sustainability Committee

• Risk Management Committee

• Borrowing and Investment Committee

• Property Committee

The details of the Board Meetings held and attended by the Directors, the composition of the Board and its Committees and its terms of reference are provided in the Corporate Governance Report forming part of this Annual Report.

The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the SEBI Listing Regulations.

The Audit Committee comprises of Mr. Jayesh Merchant (Chairman), Mr. Noel N. Tata and Mr. Ravneet Singh Gill. Role of the Committee is provided in the Corporate Governance Report, forming part of this Annual Report.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

The Company has adopted the policy on the Appointment of Directors which lays down the criteria for determining qualifications, positive attributes, independence of a Director pursuant to the provisions of the Act and the SEBI Listing Regulations. The said policy is available on the Company's website at https://docs.trent-tata.com/Policv on appointment of Director.pdf

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 SEBI 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. Remuneration Policy is available on the Company's website at https://docs.trent-tata.com/ Remuneration Policv.pdf.

It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and all Other Employees is as per the Remuneration Policy of the Company. Details of remuneration paid to Directors are provided in the Corporate Governance Report forming part of this Annual Report.

The Nomination and Remuneration Committee has formulated the criteria for the evaluation of the Individual Directors, Board and its Committees. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The criteria for evaluation of Individual Directors includes inter alia aspects such as knowledge and competency, fulfilment of functions, ability to function as a team, initiative taken, availability and attendance at the meeting, commitment, integrity, independence, contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. 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.

The criteria for Board Evaluation includes inter alia, structure of the Board, meetings and functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibility to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and the Management, etc.

The criteria for Committee evaluation includes inter alia, 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.

During FY 2024-25, the Board evaluated the effectiveness of its functioning, of the Committees and of Individual Directors. The evaluation was done through online self-assessment. The Nomination and Remuneration Committee Chairperson had a detailed discussion with individual Directors to obtain their inputs on effectiveness of the Board/Committee functioning and processes. The detailed presentation on the Board Effectiveness was made to the Board on 6^th February 2025.

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

In a separate meeting of Independent Directors held on 5^th February 2025, the evaluation of Board and Non-Executive Directors (including the Chairman) was conducted taking into account feedback received from all Directors. The Independent Directors provided feedback to the Board Chairman and the Managing Director.

The Board Effectiveness discussions help the Board to continuously evolve and remain relevant as per the strategic needs of the Company.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behaviour. In line with the Tata Code of Conduct (‘TCoC'), any actual or potential violation, howsoever insignificant or perceived as such, are treated as a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCoC is given utmost importance.

The Company has in place a Whistle Blower Policy in compliance with the provisions of the Act and the SEBI Listing Regulations. The said policy is available on the website of the Company at https://docs.trent-tata.com/Whistleblower Policv.pdf

The Whistle Blower Policy encourages Directors, employees and other stakeholders to promptly report any actual or possible violation of the TCoC or any event that he or she becomes aware of that could affect the business or reputation of the Company. All the stakeholders have numerous ways to voice their concerns and are encouraged to report the same internally for resolution. The Company ensures protection for the Whistle Blowers and any attempts to intimidate the Whistle Blower would be treated as a violation of the TCoC and subject to appropriate action. The Managing Director, the Chief Fluman Resources Officer, the Chief Financial Officer and the Chief Ethics Officer meet regularly and provide oversight to ethics related governance. All incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

A report indicating the number of cases reported, investigations conducted including the status update is presented before the Audit Committee, on a quarterly basis. The Chairperson of the Nomination and Remuneration Committee remains present during these discussions.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has adopted a policy on Related Party Transactions (‘RPT Policy'). During the year, the RPT Policy was reviewed and amended pursuant to the SEBI Listing Regulations, by the Board upon recommendation of the Audit Committee. The updated RPT Policy is available on

the website of the Company at https://docs.trent-tata.com/ Policy_on_Related_Partv Transactions.pdf

During the year under review, all the transactions entered into by the Company with the Related Parties were at arm's length and in the ordinary course of business. These transactions were pre-approved by the Audit Committee including all Independent Directors on the Audit Committee. The transaction entered into by the subsidiary companies with the related party(s) of the Company, where the value of such transaction(s) exceeded the prescribed threshold under the SEBI Listing Regulations, were approved by the Audit Committee including all Independent Directors on the Audit Committee. The details of actual transactions were reviewed by the Audit Committee on a quarterly/annual basis.

Pursuant to the SEBI Listing Regulations and basis the recommendation of the Audit Committee and the Board of Directors, the Shareholders of the Company had granted approval for Material Related Party Transaction(s) between the Company and THPL, a Joint Venture Company during FY 2024-25 for an aggregate value not exceeding Rs 2,000 Crore.

Details of Related Party Transactions entered into by the Company for FY 2024-25, in terms of Ind AS 24 have been disclosed in the Notes to the Standalone/Consolidated Financial Statements forming part of this Annual Report.

The Company did not have any contracts or arrangements with Related Parties in terms of Section 188(1) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this Report.

In terms of the SEBI Listing Regulations and basis the recommendation of the Audit Committee, the resolution seeking approval of the shareholders for Material Related Party Transaction(s) between the Company and TFIPL during FY 2025-26 for an aggregate value not exceeding Rs 2,000 Crore, forms part of the Notice.

The Company has in place a well-established internal control system which commensurate with the nature of its business, size, scale, and complexity of its operations. Internal Control Systems comprising policies and procedures are designed to ensure sound management of the Company's operations,

safe-keeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Company's operations.

The Statutory Auditors, Internal Auditors and the Audit Committee periodically reviewthe adequacy and effectiveness of Internal Control Systems and provides guidance for further strengthening them. Details of the Internal Financial Controls and related systems are provided in the Management Discussion and Analysis Report.

The Company has adopted comprehensive Enterprise Risk Management (‘ERM') structure prescribed under the Committee of Sponsoring Organization of the Treadway Commission (‘COSO') 2017 framework. The ERM framework has also been integrated with the Company's strategy planning and business performance review processes.

The aforesaid framework covers business, financial, operational, FIR, reputational, sectoral, cybersecurity, ESG and any other risks determined by the Risk Management Committee (‘RMC'). The strategic risks forming part of the ERM process are also aligned with the audit universe, to the extent seen appropriate/relevant.

The Risk Management Policy has been adopted by the Board and is consistent with the provisions of the Act and the SEBI Listing Regulations.

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

A 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 RMC oversees the Company's Risk Management processes and controls.

The Company periodically reviews and improves the adequacy and effectiveness of its Risk Management process considering the rapidly changing business environment and evolving complexities.

Corporate Social Responsibility (‘CSR') is an integral part of the Company's culture and integrates with its economic progress and social commitment. The Company continues to emphasize the implementation of the key areas denoted and chosen for sustainability. The Company has adopted a CSR Policy in compliance with the provisions of the Act.

During the FY 2024-25, the Company was required to spend an amount of Rs 12.46 Crore as per the requirements under the Act and the relevant rules. The Company has spent an amount of Rs 4.75 Crore towards the approved projects (including admin expenses). An unspent committed amount ofRs 7.72 Crore allocated towards an Ongoing School project atVapi, Gujarat, approved to be implemented through Trent Foundation over a period of four years commencing from FY 2024-25, was transferred to the Unspent CSR Account FY 2024-25.

The Annual Report on CSR activities, in terms of Section 135 of the Act and the Rules framed thereunder, is annexed to this Report as Annexure A.

The Company's governance framework is rooted in a dedication to environmental stewardship and combatting climate change. The approach to all activities is comprehensive, aiming to minimize negative environmental impacts. The Company has implemented structured initiatives to safeguard the environment and address the concerns related across its operations and supply chain.

In assessing the impact of climate change on the business, the Company has adopted the Task Force on Climate-related Financial Disclosure (‘TCFD') recommendations for risk assessment. This process involves identifying transitional and physical risks, which are then integrated into its Risk Register.

The Company's focus on resource efficiency is centered on energy conservation and waste management. The implementation of smart electricity is aimed at improving energy efficiency, and there is a progress towards incorporating renewable energy sources.

Around 40% of the electricity demand at three distribution centers is met through renewable energy (through solar rooftops).

Diversifying raw materials offers opportunities to enhance conservation efforts and design. To ensure this process, the Company adheres to various international standards such

as Sedex Members Ethical Trade Audit (SMETA) 4 pillars, an audit process adopted by Company that assesses Labour, Flealth & Safety, Environment and Business Ethics practices at finished product vendor factory.

The required information under the provisions of the Act in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed to this Report as Annexure B.

The Company remains steadfast in its commitmentto ensuring a safe and healthy work environment across all its offices, retail stores, and distribution centres. The comprehensive Flealth and Safety (‘H&S') Policy is fully aligned with the Tata Group Retail Safety Standards and Tata Health and Safety Management System (‘THSMS') and complies with all applicable statutory regulations. This policy also extends to external contractors and third-party service providers operating at the Company's sites.

To foster a culture of safety, the Company conducts both internal and external safety audits. Internal audits are carried out quarterly at each location by members of the senior leadership team, while certified external auditors conduct electrical safety audits across all facilities. All audit findings are systematically recorded in iSafe, our centralized Incident Reporting System. Corrective and preventive actions are implemented by the maintenance team, ensuring timely closure of all observations.

A key governance mechanism is the monthly Safety Committee Meeting, chaired by the Managing Director. These meetings serve as a platform to review safety performance, track progress on audit closures, and discuss strategic initiatives to enhance workplace safety.

The Company also participates in periodic assessments under the Tata Safety Excellence Model, governed by Tata Business Excellence Group which evaluates the maturity and effectiveness of our safety processes.

Workplace safety is a top priority and receives attention at the highest levels of the organization. The Health & Safety Manual outlines the specific requirements of the Tata Group

Retail Safety Standard's Codes of Practice and provides a structured framework for maintaining a safe and healthy workplace.

A robust Health and Safety Management System has been instituted, enabling proactive risk identification through the Hazard Identification and Risk Assessment (‘HIRA') methodology. A specialized cross-functional team comprising of safety officers, maintenance personnel and trained volunteers conducts HIRA assessments at all locations. This team undergoes regular internal and external training as prescribed by the Tata Group's centralized safety team.

HIRA assessments are conducted periodically, allowing the Company to identify, evaluate, and mitigate potential risks effectively. Incident investigations are carried out with diligence to ensure root causes are addressed and learnings are integrated into future safety practices.

The Company has zero tolerance for sexual harassment at the workplace and has adopted a gender neutral policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, with the objective of providing a safe working

environment, where employees feel secure. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee (‘ICC') as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH').

The Company periodically conducts sensitization sessions for employees across the organization to build awareness about the POSH Policy and the provisions of the POSH. During the year under review, the ICC has received 25 POSH complaints, out of which 1 was pending as on 31^st March 2025 and was subsequently resolved.

The Company with an objective to provide more comprehensive and meaningful financial and non-financial disclosures pertaining to every aspects of its business, has adopted various elements of International Integrated Reporting Framework for this year's Annual Report. It is guided by the principles of Integrated Reporting laid out by the International Integrated Reporting Council (‘IIRC').

The Management Discussion and Analysis Report (‘MD&A') as required under the SEBI Listing Regulations forms part of this Annual Report.

As per the SEBI Listing Regulations, the Business Responsibility and Sustainability Report together with the Assurance Statement on BRSR Core by BDO India LLP, forms part of this Annual Report and is also available on the website of the Company at https://trentlimited.com/paqes/ aqm-documents

The Company is committed to maintaining the highest standards of corporate governance and continues to be compliant with the requirements of corporate governance as enshrined in the SEBI Listing Regulations. The Report on Corporate Governance together with the Certificate from the Practising Company Secretary confirming compliance with conditions on Corporate Governance as stipulated in the SEBI Listing Regulations as on 31^st March 2025, forms part of this Annual Report.

Disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure C.

The Statement containing the particulars of top ten employees and particulars of employees as 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 this Report.

Further, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. In terms of the second proviso to Section 136(1) of the Act, any Member interested in obtaining the copy of the same may write to the Company Secretary at investor.relations@trent-tata.com.

Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) have been appointed as the Statutory Auditors of the Company at the Seventieth AGM of the Company held on 10^th June 2022 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 Auditors' Report for FY 2024-25 does not contain any qualifications, reservations or adverse remarks, which require explanations/comments by the Board.

The Company has in place an in-house Internal Audit Team. Annual Audit Plans are prepared on the basis of the discussions between the Internal Audit Team and the Audit Committee. The Audit Committee periodically reviews such plans and modifies them as and when required. Internal Auditors independently conduct objective assessment of Company's financial and operational processes, risk management practices, regulatory compliances and effectiveness of internal controls. Internal Audit Reports along with the management response/action plans are reviewed by the Audit Committee, on a quarterly basis.

Pursuant to the provisions of the Act and the Rules made thereunder, the Board of Directors of the Company had appointed M/s. Parikh & Associates, Practising Company Secretaries to conduct the Secretarial Audit of the Company for the Financial Year ended 31^st March 2025.

The Secretarial Audit Report for the Financial Year ended 31^st March 2025 is annexed to this Report as Annexure D. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

Further, in terms of the requirement of the Regulation 24A of the SEBI Listing Regulations, the Board on recommendation of the Audit Committee has approved the appointment of M/s. Parikh & Associates, Practising Company Secretaries as the Secretarial Auditors of the Company for five years i.e. from FY 2025-26 to FY 2029-30, subject to the Shareholders' approval at the ensuing AGM.

During the year under review, Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

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 forming part of this Annual Report.

During the year under review, the Company has not accepted any deposits from public in terms of the Act. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

The Annual Return of the Company for FY 2024-25 in Form MGT-7 pursuant to the provisions of the Act and rules made thereunder, is available on the website of the Company at https://trentlimited.com/paqes/aqm-documents

The Company has a robust process and dedicated Compliance Team to oversee the compliance with all applicable laws which impact the Company's business. A web-based Statutory Compliance Monitoring Tool has been implemented to facilitate compliance monitoring. The Company has aligned its process as per the Compliance Risk Management framework prescribed by the COSO 2017 Framework. A consolidated dashboard is presented to the respective functional heads and Compliance Officer. A Compliance Report with all applicable laws and regulations along with corrective and preventive action, if any, is placed before the Audit Committee and the Board, on a quarterly basis. The Compliance Risk Register is presented before the RMC.

There are no significant or material orders passed, during the year under review, by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

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

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

• Issue of shares with differential rights as to dividend, voting or otherwise;

• Issue of shares including (sweat equity shares) to employees of the Company under any scheme;

• Any Scheme to fund its employees to purchase the shares of the Company;

• Pendency of any proceedings under the Insolvency and Bankruptcy Code, 2016;

• Maintaining Cost Records in accordance with Section 148(1) of the Act read with the rules made thereunder due to non-applicability;

• There are no instances of one-time settlement with banks or financial institutions.

During the year, the Company earned remarkable achievements and recognitions including “Golden Peacock Award for Excellence in Corporate Governance- 2024" in a national category- retail sector. This award is reflection of the Company's commitment to upholding highest corporate governance standards, values and best practices which are embedded in its culture. The details of the awards and recognitions are given in this Annual Report.

The Board places on record its sincere appreciation for the immense support received from the customers, vendors, debenture holder(s), business associates, shareholders, bankers, Governments and for the significant contribution made by employees of the Company.

On behalf of the Board of Directors

Chairman DIN:00024713 Mumbai, 29^th April 2025