trent ltd share price Directors report


TO THE MEMBERS OF TRENT LIMITED

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

1. Financial Results

(Rs. in Crores)

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

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

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

2. Dividend

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

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

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

3. Dividend Distribution Policy

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

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

4. Transfer to reserves

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

5. Share Capital

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

6. Management Discussion and Analysis Report

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

7. Business Excellence Initiative

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

8. Board and Committee meetings

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

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

9. Directors

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

- appointment of Mr. R. S. Gill and

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

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

- re-appointment of Mr. P. Venkatesalu with the designation of Executive Director and Chief Executive Officer of the Company from 6th October 2021 to 5th October 2024.

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

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

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

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

10. Key Managerial Personnel

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

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

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

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

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

The Key Managerial Personnel of the Company as on 31st March 2023 are Mr. P. Venkatesalu - Executive Director and Chief Executive Officer, Mr. Neeraj Basur - Chief Financial Officer (w.e.f. 1st June 2022) and Mr. M. M. Surti - Company Secretary (upto 31st May 2023).

11. Particulars of loans, guarantees or investments

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

12. Related Party Transactions

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

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

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

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

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

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

13. Business Responsibility and Sustainability Report

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

14. Risk Management Policy

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

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

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

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

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

15. Deposits

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

16. Significant and material orders passed by regulators or courts

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

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

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

18. Internal Financial Controls

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

19. Particulars of Employees

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

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

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

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

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

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

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

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

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

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

Procedure for nomination and appointment of directors

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

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

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

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

Independence

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

Qualifications

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

Positive Attributes

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

Remuneration Policy

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

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

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

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

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

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

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

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

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

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

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

23. Corporate Social Responsibility

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

24. Secretarial Auditor?s Report

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

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

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

25. Annual Return

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

26. Corporate Governance

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

27. Directors? Responsibility Statement

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

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

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

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

28. Auditors

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

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

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

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

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

B. Technology Absorption: Nil

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

31. Compliance with Secretarial Standards

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

32. Maintenance of Cost Records

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

33. Subsidiaries, joint venture and associates of the Company

Key subsidiaries, joint venture and associates of the Company:

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

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

Merger

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

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

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

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

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

Merger

During the year under review, Trent Brands Limited (TBL), Common Wealth Developers Limited (CWDL) and Nahar, subsidiaries of the Company, had filed a joint petition with the Hon?ble NCLT for the approval of the Scheme of Arrangement and Merger of TBL and CWDL with Nahar and their respective shareholders, with the Appointed Date as 1st April 2022. TBL was engaged in retail related services through property owned by it and CWDL, a subsidiary of Nahar was engaged in the business of developing and managing properties. Pursuant to Order of the NCLT and receipt of requisite approvals, the Scheme is effective from 23rd March 2023. Accordingly, TBL and CWDL are dissolved and cease to be subsidiaries of the Company. The merger would lead to greater efficiency in the overall combined business including synergies, economies of scale, efficiency of operations, cash flow management, an increase asset base for the purpose of developing the businesses of the combined entity, enhance growth opportunities and maximize shareholders? value. The merger would also help increase productivity and optimum utilization of various resources by pooling the managerial, technical and financial resources of the companies, which would minimize administrative compliance and overhead. The merger shall also result in streamlining and simplifying the group structure.

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

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

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

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

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

34. Acknowledgements

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