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 31st March 2025.
Financial Highlights
(Rs in Crore)
Particulars |
Standalone |
Consolidated |
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
Revenue from Operations |
16.668.11 |
11,926.56 |
17,134.61 |
12,375.11 |
Other Income |
329.37 |
350.93 |
218.56 |
289.27 |
Total Income |
16,997.48 |
12,277.49 |
17,353.17 |
12,664.38 |
Expenditure |
|
|
|
|
Operating Expenditure |
13.914.11 |
9,999.63 |
14,376.16 |
10,452.98 |
Depreciation and Amortisation Expenses |
869.86 |
638.52 |
895.18 |
671.11 |
Total Expenditure |
14,783.97 |
10,638.15 |
15,271.34 |
11,124.09 |
Profit before Finance Cost and Tax |
2,213.51 |
1,639.34 |
2,081.83 |
1,540.29 |
Finance Cost |
136.89 |
309.37 |
138.59 |
319.10 |
Profit/(Loss) before Exceptional Items and Tax |
2,076.62 |
1,329.97 |
1,943.24 |
1,221.19 |
Exceptional Items - lncome/(Expense) |
- |
543.35 |
- |
576.07 |
Share in Profit and (Loss) of Associates/Joint Ventures as per Equity
method |
- |
- |
86.50 |
123.57 |
Profit/(Loss) before tax |
2,076.62 |
1,873.32 |
2,029.74 |
1,920.83 |
Tax Expense |
491.78 |
437.50 |
495.33 |
443.37 |
Profit/(Loss) for the year |
1,584.84 |
1,435.82 |
1,534.41 |
1,477.46 |
Other Comprehensive Income for the year, Net of Tax |
(3.87) |
9.64 |
(9.10) |
12.83 |
Total Comprehensive Income for the year |
1,580.97 |
1,445.46 |
1,525.31 |
1,490.29 |
Profit/(Loss) Attributable to: |
|
|
|
|
- Shareholders of the Company |
- |
- |
1.546.72 |
1,486.80 |
- Non-Controlling interest |
- |
- |
(12.31) |
(9.34) |
Total Comprehensive Income attributable to: |
|
|
|
|
- Shareholders of the Company |
- |
- |
1.537.66 |
1,499.56 |
- Non-Controlling interest |
- |
- |
(12.35) |
(9.27) |
Opening Balance of Retained Earnings |
2,299.25 |
941.64 |
1.648.34 |
239.74 |
Appropriations |
|
|
|
|
Dividend on Equity Shares |
1 13.76 |
78.21 |
113.76 |
78.21 |
Dilution of Interest in Associate |
- |
- |
28.11 |
- |
Transaction with Non Controlling Interest |
- |
- |
3.75 |
- |
Closing Balance of Retained Earnings |
3,770.33 |
2,299.25 |
3.049.44 |
1,648.34 |
Dividend Distribution Policy
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
Dividend
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 31st 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, 12th June 2025, subject to deduction of tax at
source, as applicable, on or after Monday, 7th July 2025.
Transfer to General Reserve
The Board has decided to retain the entire amount of Profit for FY 2024-25 in the
Statement of Profit and Loss.
Share Capital
During the year, there was no change in the authorised, issued, subscribed, and paid-up
share capital of the Company.
Material Changes and Commitments, if any, affecting the financial position 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.
Consolidated Financial Statements
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.
Performance Overview Standalone Performance
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.
Consolidated Performance
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:
Subsidiaries, Joint Ventures and Associates
As on 31st 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:
Subsidiary Companies
I. Booker India Limited (BIL')
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.
II. Fiora Hypermarket Limited (FHL')
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.
III. Fiora Online Limited (FOL')
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.
IV. THPL Support Services Limited (TSSL')
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. 27th
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.
V. Fiora Business Support Services Limited (FBSSL')
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.
VI. Nahar Retail Trading Services Limited (Nahar')
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.
VII. Trent Global Holdings Limited, Mauritius (TGHL')
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.
VIII. Trent Global Trading LLC, Dubai, UAE (TGTL')
TGTL was incorporated on 28th 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.
IX. Trent Foundation
Trent Foundation was incorporated on 1st 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').
Joint Venture companies
I. Trent Hypermarket Private Limited (THPL')
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.
II. Trent MAS Fashion Private Limited (TMFPL')
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.
Associate Companies
I. Inditex Trent Retail India Private Limited (ITRIPL')
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. 30th
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.
II. Massimo Dutti India Private Limited (MDIPL')
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.
Directors' Responsibility Statement
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 31st 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 31st
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.
Board of Directors and Key Managerial Personnel Board of Directors
As on 31st March 2025, the Company has 8 Directors with an optimum
combination of Executive and Non-Executive Directors including 3 Women Directors.
Appointment/ re-appointment of 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 1st April 2024 to 23rd 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 5th
October 2029 (earlier Executive Director and Chief Executive Officer upto 5th
October 2024).
Retirement of Directors
During the year, Mr. Johannes Holtzhausen retired as an Independent Director of the
Company w.e.f. close of business hours on 9th 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 29th 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.
Proposed re-appointments of Directors
Mr. Jayesh Merchant, an Independent Director of the Company was appointed by the
Members at the Sixty-Ninth AGM of the Company held on 22nd July 2021 for a term
of 5 years commencing from 7th August 2020 to 6th 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 6th 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.
Declaration of Independence
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.
Key Managerial Personnel
Mr. Venkatesalu Palaniswamy, Managing Director (earlier Executive Director and Chief
Executive Officer upto 5th 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 31st March 2025.
Board Meetings and Committees
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.
Audit Committee
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.
Company's Policy on Directors' appointment and remuneration
Policy on Directors' appointment
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
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 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.
Evaluation of Board, its Committees and Directors
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 6th 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 5th 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.
Vigil Mechanism and Whistle Blower Policy
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.
Related Party Transactions
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.
Internal Financial Controls
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.
Risk Management
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
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.
Energy and Environment
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.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
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.
Health and Safety
Health and Safety Management system
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.
Hazard Identification, Risk Assessment and Incident Investigation
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.
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
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 31st March 2025 and was subsequently resolved.
Integrated Report
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').
Management Discussion and Analysis Report
The Management Discussion and Analysis Report (MD&A') as required under the
SEBI Listing Regulations forms part of this Annual Report.
Business Responsibility and Sustainability 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
Corporate Governance Report
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 31st
March 2025, forms part of this Annual Report.
Particulars of Employees
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.
Auditors
Statutory Auditors and Auditors' Report
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 10th 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.
Internal Auditors
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.
Secretarial Auditors and Secretarial Audit Report
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
31st March 2025.
The Secretarial Audit Report for the Financial Year ended 31st 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.
Reporting of Fraud by Auditors
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.
Particulars of Loans, Investments and Guarantees
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.
Deposits
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.
Annual Return
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
Regulatory Compliance Monitoring Mechanism
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.
Significant and Material Orders passed by Regulators or Courts
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.
Compliance with Secretarial Standards
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.
General Disclosures
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.
Awards and Recognitions
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.
Acknowledgements
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
Noel N. Tata
Chairman DIN:00024713 Mumbai, 29th April 2025