Dividend Distribution Policy

The Company has adopted a Dividend Distribution Policy in accordance with SEBI (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 <click here>.

Dividend

The Board has recommended a Dividend of ' 3.20/- per share (320%) on 35,54,87,461 equity shares of ' 1/- each for the financial year ended 31^st March 2024 [previous year: ' 2.20 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 2023-24, if approved

by the shareholders at the ensuing AGM, aggregate to ' 113.76 Crore results in a Dividend pay-out of 7.92% (with exceptional items).

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 effective 1^st April 2020. 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. 22^nd May 2024, subject to deduction of tax at source, as applicable, on or after 14^th June 2024.

Transfer to General Reserve

The Board has decided to retain the entire amount of Profit for FY 2023-24 in the Statement of Profit and Loss.

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 financial year 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.

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.

Performance Overview

Standalone Performance

During the year under review, the Company registered strong growth, serving as a reaffirmation of our strategic choices and pillars. Consistent delivery of compelling value proposition to our customers through a portfolio of brands and products owned by the Company remains at the core of our strategy. The Company's operating discipline coupled with focus on the speed of execution continues to support its growth and expansion agenda.

Revenue from Operations for FY 2023-24 is ' 11,926.56 Crore as against ' 7,715.19 Crore in FY 2022-23 registering a growth of 54.59%. Profit After Tax is? 1,435.82 Crore in FY 2023-24 in comparison to ' 554.57 Crore in previous year. Total Comprehensive Income is ' 1,445.46 Crore in FY 2023-24 vs ' 399 Crore in FY 2022-23. Profit After Tax and Total Comprehensive Income for FY 2023-24 includes Exceptional Gain of ' 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's has achieved a significant growth and higher profitability. The consolidated Financial Highlights are given below:

During the year under review, the Company recorded Total Consolidated Revenue of ' 12,375.11 Crore (previous year: ' 8,242.02 Crore), an increase by 50.15%. The EBITDA of Trent Group was ' 2,911.04 Crore (EBITDA - Profit Before Tax+ Finance Cost +Depreciation and Amortization Expense), as compared to ' 1,414.98 Crore in the previous year, owing to higher revenues. Consolidated Profit After Tax is ' 1,477.46 Crore in FY 2023-24 (which includes Exceptional Gain of ' 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 in comparison to Profit After Tax of ' 393.63 Crore in the previous year.

The details of the performance of the Company's Subsidiaries/ JVs/Associates are covered below.

Subsidiaries, Joint Ventures and Associates

As on 31^st March 2024, the Company has seven Subsidiary Companies (includes two international Subsidiary Companies), two Joint Ventures 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 2023-24 is provided below.

Subsidiary Companies

I.    Booker India Limited (‘BIL’)

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

Total Income of BIL was ' 179.96 Crore as against Total Income of ' 272.36 Crore during the previous year. Total Comprehensive Loss of ' 27.90 Crore as against its previous year's Total Comprehensive Loss of ' 40.73 Crore.

II.    Fiora Hypermarket Limited (‘FHL’)

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

Total Income of FHL was ' 192.33 Crore as against its previous year's Total Income of ' 187.25 Crore and Total Comprehensive Income of ' 12.47 Crore as against its previous year's Total Comprehensive Loss of ' 11.98 Crore.

III.    Fiora Online Limited (‘FOL’)

FOL is engaged in online grocery retailing business under the brand name - StarQuik.

During the year under review, pursuant to the Share Purchase agreements, BIL, a subsidiary of the Company, acquired residual additional equity share capital of FOL from the other individual shareholders. Consequently, FOL became a wholly owned subsidiary of BIL w.e.f. 3^rd October 2023.

Total Income of FOL was ' 133.97 Crore as against its previous year's Total Income of ' 155.91 Crore and Total Comprehensive Loss of ' 10.80 Crore as against its previous year's Total Comprehensive Loss of ' 44.33 Crore.

IV.    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 was ' 168.94 Crore as against its previous year's Total Income of ' 106.79 Crore and Total Comprehensive Income of ' 6.15 Crore as against its previous year's Total Comprehensive Income of ' 12.81 Crore.

V.    Nahar Retail Trading Services Limited (‘Nahar’)

Nahar, a wholly owned subsidiary of the Company, is engaged in the business of franchisee for Trent.

Total Income of Nahar was ' 26.49 Crore as against its previous year's Total Income of ' 19.85 Crore and Total Comprehensive Income of ' 3.08 Crore as against its previous year's Total Comprehensive Income of ' 2.93 Crore.

VI.    Trent Global Holdings Limited, Mauritius (‘TGHL’)

TGHL, a wholly owned subsidiary of the Company in Mauritius and is engaged in the business of investment activities.

VII.    Trent Global Trading LLC, Dubai, UAE (‘TGTL’)

During the year under review, TGHL, Mauritius has incorporated a wholly owned subsidiary viz., Trent Global Trading LLC in Dubai, UAE. TGTL shall undertake the business of trading of textile, readymade garments, footwear, handbags and leather products, gifts, novelties, perfumes and cosmetics, accessories, sunglasses, furnishing, decor, home accessories, toys and games, etc. TGTL is yet to commence business operations.

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.

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 31^st March 2024.

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 2024, 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 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 are operating effectively.

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

Board of Directors and Key Managerial Personnel

Board of Directors

a) Appointment of Independent Director

During the year, the Board of Directors upon recommendation of Nomination and Remuneration Committee and in accordance with provisions of the Act and SEBI Listing Regulations, appointed Ms. Kiran Mazumdar Shaw (DIN: 0347229) as an Additional (Non-Executive) Director and as an Independent Director for a term with effect from 1^st April 2024 to 23^rd March 2028, subject to approval of Members. The term of appointment of Ms. Shaw is in accordance

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

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 at Company's Website at <click here>

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.

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 Remuneration paid to Directors are provided in the Corporate Governance Report forming part of this Annual Report. Remuneration Policy is available on Company's Website at <click here>

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 on 5^th January 2017.

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.

A report indicating the number of cases reported, investigations conducted including the status update is presented before the Audit Committee, on a quarterly basis. All incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

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 by the Board upon recommendation of the Audit Committee. The updated Policy is available on the Company's Website at <click here>

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 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 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, 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 2023-24 for an aggregate value not exceeding '1,500 Crore.

Details of Related Party Transactions entered into by the Company for FY 2023-24, in terms of Ind AS 24 have been disclosed in the Notes to the Standalone/Consolidated Financial Statements forming 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 THPL during FY 2024-25 for an aggregate value not exceeding ' 2,000 Crore, forms part of the Notice.

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 2023-24 and hence does not form part of this Report.

Pursuant to the SEBI Listing Regulations, the Company has filed half yearly reports on Related Party Transactions with BSE Limited and National Stock Exchange of India Limited.

Internal Financial Controls

The Company has in place a well-established internal control system 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 Audit Committee periodically review the 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 on page 91 of the MD&A 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 framework above covers business, financial, operational, HR, reputational, sectoral, cybersecurity, ESG and any other risks determined by the Risk Management Committee (‘RMC'). The strategic risks forming part of the Enterprise Risk Management process are also aligned with the audit universe, to the extent seen appropriate / relevant. The Foreign Exchange Risk Management Policy is in place to ensure that foreign exchange exposures are duly monitored, and the currency risk is reduced / mitigated.

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.

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 RMC of the Board of Directors of the Company 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. Details of these have been covered on page 94 of the MD&A which forms part of this Annual Report.

Corporate Social Responsibility

Corporate Social Responsibility (‘CSR') is an integral part of the Company's culture and integrates its economic progress and social commitment. 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.

During the FY 2023-24, the Company spent ' 4.12 Crore, towards the CSR projects approved by the CSR and Sustainability Committee (‘CSR&S') and Board. 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. Our 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 our operations and supply chain.

In assessing the impact of climate change on our business and our role in it, the Company has launched 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 our 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 we are making progress towards incorporating renewable energy sources.

Diversifying raw materials offers opportunities to enhance conservation efforts and design. To ensure this process, we adhere to various international standards and hold certifications such as Better Cotton Initiative (‘BCI') and SMETA 4 pillars, an audit process adopted by Company that assesses Labour, Health & Safety, Environment, 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 as Annexure B and forms part of this Report.

Health and Safety

Health and Safety Management system

The Company adheres to a comprehensive Health and Safety (‘H&S') Policy aligned with the Tata Group Retail Safety Standards, as well as applicable Regulations, for all offices, stores, and distribution centres. Best practices recommended by subject matter experts and the Tata Group's centralized safety team are being adhered to. This Policy also extends to external contractors and third-party service providers who work at the Company sites.

As part of driving a culture of workplace safety, internal and external safety audits are conducted. The former is conducted quarterly at each location by the senior leadership team, while certified external auditors conduct electrical safety audits across locations.

All audit observations are captured on iSafe, an Incident Reporting System that was launched in FY 2023-24. The observations are eventually closed by the maintenance team after taking appropriate corrective/preventive actions. The maturity of safety processes is also assessed periodically as part of a formal Tata Business Excellence Model (‘TBEM') assessment.

Hazard Identification, Risk Assessment, and Incident Investigation

Workplace health and safety receives attention at the highest levels of the organization. Health & Safety Manual identifies and addresses the specific requirements of the Codes of Practice of the Tata Group Retail Safety Standard and provides a framework for creating a safe and healthy workplace.

Moreover, the Company's leadership has put in place a Health and Safety Management System, enabling us to identify risks through the Hazard Identification and Risk Assessment (‘HIRA') approach. A specialized cross functional team comprising safety, maintenance, and volunteer personnel receives internal and external safety training as prescribed by the centralized Tata Group Safety team. This team conducts HIRA at all our locations. The HIRA assessment is carried out periodically, allowing us to effectively mitigate any identified risks.

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, 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 Policy and the provisions of the POSH. During the year under review, the ICC has received 11 complaints pertaining to sexual harassment, all of which were resolved with appropriate action.

Business Responsibility and Sustainability Report

As per the SEBI Listing Regulations, SEBI has mandated top 1000 listed entities in India by market capitalization to prepare the Business Responsibility and Sustainability Report (‘BRSR'). Further top 150 listed entities basis market capitalization are also required to undertake reasonable assurance of the BRSR Core. The BRSR Core is a subset of the BRSR consisting of a set of Key Performance Indicators (KPIs) / metrics under nine ESG attributes.

Accordingly, the BRSR and Assurance Statement on BRSR Core form part of this Annual Report and is also available on the Company's Website at <click here>.

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 31^st March 2024 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 as Annexure C and forms part of this Annual Report.

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.

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.

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 2023-24 in Form MGT-7 pursuant to the provisions of the Act and Rules made thereunder, is available on the Company's Website at <click here>.

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. Web-based Statutory Compliance Monitoring Tool has been implemented to facilitate compliance monitoring. 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, on a quarterly basis.

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 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.

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 and services, process orientation, human relations, shareholder value and commitment to community development.

Awards and Recognition

During the year, the Company earned some remarkable achievements and recognitions. The Company was awarded the most prestigious Tata Group “JRDQV Leader award” for the Business Excellence and “Best Practices - Skills @ School Program” recognized by Tata Affirmative Action Program (TAAP). The Company has achieved the score of “B-” in the CDP (Carbon Disclosure Project) - Climate Change 2023. This signifies taking co-ordinated action on climate issues.

General Disclosures

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

Ixh    Issue of shares with differential rights as to dividend,

voting or otherwise;

Ixh    Issue of shares including (sweat equity shares) to

employees of the Company under any scheme;

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

Ixh    Pendency of any proceedings under the Insolvency

and Bankruptcy Code, 2016;

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

M There are no instances of one-time settlement during the financial year.

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.