Serial No. (Not for circulation) - Bombay Stock Exchange

Private and Confidential (Not for circulation)

1

(Incorporated on 5th December 1952 under the Indian Companies Act, 1913 as Lakme Limited and name changed to

Trent Limited with effect from June 15, 1999).

Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai - 400 001, Tel: + 91-22-66658282

CIN: L24240MH1952PLC008951

Contact Person: Mr. M. M. Surti E-Mail: [email protected] Website: http://www.trentlimited.com

Corporate Office: Trent House, G Block, Plot No. 60, Next to Citibank, Bandra Kurla Complex, Bandra East,

Mumbai 400 051 Tel: +91-22-67009000.

Issue of 5,000 Listed, Rated, Unsecured, Redeemable, Non-Convertible Debentures of face value of ₹10,00,000/-

(Rupees Ten Lakhs Only) each, aggregating ₹ 500,00,00,000/- (Rupees Five Hundred Crores Only), for cash at

par to the face value on a Private Placement basis (the “Issue”)

GENERAL RISKS

Potential Investors are advised to read the Information Memorandum carefully before taking an investment decision

in this offering. For taking an investment decision, investors must rely on their own examination of the issuer

Company and the offer including the risks involved. The Debentures have not been recommended or approved by the

Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.

This Information Memorandum has not been submitted, cleared or approved by SEBI.

COMPANY’S ABSOLUTE RESPONSIBILITY

The Company, having made all reasonable inquiries, accepts responsibility for and confirms that the information

contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any

material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts,

the omission of which make this document as a whole or any of such information or the expression of any such

opinions or intentions misleading in any material respect.

CREDIT RATING

The Debentures offered through this Information Memorandum have been rated ‘CARE AA+’ & ICRA AA+. This

rating offers high degree of safety regarding timely servicing of financial obligations and carry very low credit risk.

The above ratings are not a recommendation to buy, sell or hold securities and investors should take their own

decision. The ratings may be subject to revision or withdrawal at any time by the assigning Credit Rating Agencies

and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at

any point of time in the future.

ISSUE SCHEDULE

Date of Opening: Friday, 28th May 2021

Date of Closing: Friday, 28th May 2021

Pay In Date: Monday 31st May 2021

Deemed Date of Allotment: Monday 31st May 2021

LISTING DETAILS

The Debentures are proposed to be listed on the Wholesale Debt Market (WDM) segment of the National Stock

Exchange of India Limited (“NSE” or “Stock Exchange”).

This Information Memorandum is prepared in terms of the Securities and Exchange Board of India (Issue and Listing

of Debt Securities) Regulations, 2008 as amended from time to time, as applicable for private placement of Debentures

and is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally

to subscribe for or otherwise acquire the Debentures to be issued by the Company. The Company can, at its sole and

absolute discretion change the terms of the Issue.

Private and Confidential

(Not for circulation)

Serial No. ____________

Addressed to: _________

http://www.trentlimited.com/


2

Information Memorandum of Private Placement

25th May 2021

Table of Content

INDEX TITLE Pg.

Nos.

1. DISCLAIMER(S) 3

2. GENERAL INFORMATION 8

3. RISK FACTORS 9

4. BRIEF SUMMARY OF BUSINESS/ ACTIVITIES OF ISSUER AND ITS LINE OF BUSINESS 18

5. BRIEF HISTORY OF ISSUER SINCE INCORPORATION 29

6. SHAREHOLDING PATTERN 32

7. DETAILS OF THE DIRECTORS TO THE ISSUE 34

8. AUDITORS OF THE COMPANY 36

9. DETAILS OF BORROWINGS 37

10. DETAILS OF PROMOTERS OF THE COMPANY 37

11. ABRIDGED VERSION OF AUDITED CONSOLIDATED FINANCIAL INFORMATION FOR LAST

THREE YEARS AND AUDITOR QUALIFICATIONS , IF ANY

38

12. ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION FOR LAST

THREE YEARS AND AUDITOR QUALIFICATIONS , IF ANY

42

13. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE 46

14. TERM SHEET 46

15. MATERIAL CONTRACTS AND AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF

THE ISSUER.

53

16. UNDERTAKING REGARDING COMMON FORM OF TRANSFER 54

17. REDEMPTION AMOUNT, PERIOD OF MATURITY AND REDEMPTION AMOUNT 54

18. DISCLOSURE PERTAINING TO WILFUL DEFAULT 54

19. TERMS OF OFFER 54

20. THE DISCOUNT AT WHICH SUCH OFFER IS MADE AND THE EFFECTIVE PRICE FOR THE

INVESTOR AS A RESULT OF SUCH DISCOUNT

62

21. SERVICING BEHAVIOUR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS 62

22. PERMISSION / CONSENT FROM PRIOR CREDITORS 63

23. NAME OF DEBENTURE TRUSTEE 63

24. CREDIT RATING & RATIONALE THEREOF 63

25. STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED 63

26. DECLARATION 64

APPLICATION FORM

ANNEXURES

I RATING LETTER AND RATIONALE FROM CARE & ICRA

II CONSENT LETTER FROM AXIS TRUSTEE SERVICES LTD.

More information is available at the following websites:

www.trentlimited.com

www.tata.com

Disclaimer: The use of the above links is subject to the terms and conditions of usage relating to the

respective sites. No warranty or representation is given in respect of the accuracy and/or completeness of

the information and data in the respective sites. All information concerning Tata Group companies enclosed

in this Information Memorandum is sourced from the web sites listed above unless otherwise indicated.



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GENERAL DISCLAIMER

DISCLAIMER BY THE ISSUER / COMPANY

THIS INFORMATION MEMORANDUM OF PRIVATE PLACEMENT (HEREINAFTER REFERRED TO AS

THE “INFORMATION MEMORANDUM”) IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU

OF PROSPECTUS. THE ISSUE OF UNSECURED RATED LISTED REDEEMABLE NON-CONVERTIBLE

DEBENTURES (HEREINAFTER REFERRED TO AS “DEBENTURES”) TO BE ISSUED IS BEING MADE

STRICTLY ON A PRIVATE PLACEMENT BASIS. IT IS NOT INTENDED TO BE CIRCULATED TO MORE

THAN 49 (FORTY-NINE) PERSONS. MULTIPLE COPIES HEREOF GIVEN TO THE SAME ENTITY

SHALL BE DEEMED TO BE GIVEN TO THE SAME PERSON AND SHALL BE TREATED AS SUCH. IT

DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE AN OFFER OR AN

INVITATION TO SUBSCRIBE TO THE DEBENTURES ISSUED TO THE PUBLIC IN GENERAL. APART

FROM THIS INFORMATION MEMORANDUM AND THE PRIVATE PLACEMENT OFFER CUM

APPLICATION LETTER, NO OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN

CONNECTION WITH THE OFFERING OF THIS ISSUE OR IN RELATION TO THE COMPANY NOR IS

SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDER THE APPLICABLE LAWS.

ACCORDINGLY, THIS INFORMATION MEMORANDUM HAS NEITHER BEEN DELIVERED FOR

REGISTRATION NOR IS IT INTENDED TO BE REGISTERED.

THIS INFORMATION MEMORANDUM HAS BEEN PREPARED IN CONFORMITY WITH THE SEBI

(ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED FROM TIME TO

TIME.

THIS INFORMATION MEMORANDUM HAS BEEN PREPARED TO PROVIDE GENERAL

INFORMATION ABOUT THE COMPANY TO POTENTIAL INVESTORS TO WHOM IT IS ADDRESSED

AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS

INFORMATION MEMORANDUM DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT

ANY POTENTIAL INVESTOR MAY REQUIRE. FURTHER, THIS INFORMATION MEMORANDUM HAS

BEEN PREPARED FOR INFORMATIONAL PURPOSES RELATING TO THIS TRANSACTION ONLY AND

UPON THE EXPRESS UNDERSTANDING THAT IT WILL BE USED ONLY FOR THE PURPOSES SET

FORTH HEREIN. NEITHER THIS INFORMATION MEMORANDUM NOR ANY OTHER INFORMATION

SUPPLIED IN CONNECTION WITH THE DEBENTURES IS INTENDED TO PROVIDE THE BASIS OF

ANY CREDIT OR OTHER EVALUATION AND ANY RECIPIENT OF THIS INFORMATION

MEMORANDUM SHOULD NOT CONSIDER SUCH RECEIPT A RECOMMENDATION TO PURCHASE

ANY DEBENTURES. EACH INVESTOR CONTEMPLATING THE PURCHASE OF ANY DEBENTURES

SHOULD MAKE HIS/ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION

AND AFFAIRS OF THE COMPANY, AND HIS/ ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF

THE COMPANY. POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL, LEGAL, TAX

AND OTHER PROFESSIONAL ADVISORS AS TO THE RISKS AND INVESTMENT CONSIDERATIONS

ARISING FROM AN INVESTMENT IN THE DEBENTURES AND SHOULD POSSESS THE APPROPRIATE

RESOURCES TO ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO

SUCH INVESTOR'S PARTICULAR CIRCUMSTANCES. BY APPLYING FOR THE SUBSCRIPTION TO

THE ISSUE IN THE MANNER PROVIDED IN THIS INFORMATION MEMORANDUM, EACH INVESTOR

SHALL BE DEEMED TO HAVE MADE HIS / ITS OWN INDEPENDENT DECISIONS (BASED UPON HIS /

ITS OWN JUDGEMENT AND UPON ADVICE FROM SUCH ADVISERS AS HE / IT HAS DEEMED

NECESSARY), AND IS NOT RELYING ON THE COMPANY TO SUBSCRIBE TO THIS ISSUE, IT BEING

UNDERSTOOD THAT INFORMATION AND EXPLANATIONS RELATED TO THE TERMS AND

CONDITIONS OF THE ISSUE SHALL NOT BE CONSIDERED INVESTMENT ADVICE OR A

RECOMMENDATION TO SUBSCRIBE TO THE ISSUE. NO COMMUNICATION (WRITTEN OR ORAL)

RECEIVED FROM THE COMPANY SHALL BE DEEMED TO BE AN ASSURANCE OR GUARANTEE AS

TO THE EXPECTED RESULTS OF THE ISSUE. IT IS THE RESPONSIBILITY OF INVESTORS TO ALSO

ENSURE THAT THEY WILL SELL THESE DEBENTURES IN STRICT ACCORDANCE WITH THIS

INFORMATION MEMORANDUM AND OTHER APPLICABLE LAWS, SO THAT THE SALE DOES NOT

CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ACT, 2013.

NONE OF THE INTERMEDIARIES OR THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE

UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE COMPANY DURING

THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS INFORMATION MEMORANDUM OR

HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR OR POTENTIAL INVESTOR IN THE

DEBENTURES OF ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE

ATTENTION OF THE INTERMEDIARIES, AGENTS OR ADVISORS.


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THE COMPANY CONFIRMS THAT, AS OF THE DATE HEREOF, THIS INFORMATION MEMORANDUM

CONTAINS INFORMATION THAT IS ACCURATE IN ALL MATERIAL RESPECTS AND DOES NOT

CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE ANY MATERIAL

FACT NECESSARY TO MAKE THE STATEMENTS HEREIN THAT WOULD BE IN THE LIGHT OF

CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING. NO PERSON HAS BEEN

AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT

CONTAINED OR INCORPORATED BY REFERENCE IN THIS INFORMATION MEMORANDUM OR IN

ANY MATERIAL MADE AVAILABLE BY THE COMPANY TO ANY POTENTIAL INVESTOR

PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST

NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THE INTERMEDIARIES

AND THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE HAVE NOT SEPARATELY

VERIFIED THE INFORMATION CONTAINED HEREIN. ACCORDINGLY, NO REPRESENTATION,

WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITY IS

ACCEPTED BY ANY SUCH INTERMEDIARY AS TO THE ACCURACY OR COMPLETENESS OF THE

INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER

INFORMATION PROVIDED BY THE COMPANY. ACCORDINGLY, ALL SUCH INTERMEDIARIES

ASSOCIATED WITH THIS ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THE INFORMATION

CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER INFORMATION PROVIDED

BY THE COMPANY IN CONNECTION WITH THE ISSUE.

THE CONTENTS OF THIS INFORMATION MEMORANDUM ARE INTENDED TO BE USED ONLY BY

THOSE INVESTORS TO WHOM IT IS ISSUED. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY

OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE RECIPIENT.

EACH COPY OF THIS INFORMATION MEMORANDUM IS SERIALLY NUMBERED AND THE PERSON

TO WHOM A COPY OF THE INFORMATION MEMORANDUM IS SENT, IS ALONE ENTITLED TO

APPLY FOR THE DEBENTURES. NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN

THOSE TO WHOM APPLICATION FORMS ALONG WITH THIS INFORMATION MEMORANDUM HAVE

BEEN SENT. ANY APPLICATION BY A PERSON TO WHOM THE INFORMATION MEMORANDUM

AND/OR THE APPLICATION FORM HAS NOT BEEN SENT BY THE COMPANY SHALL BE REJECTED

WITHOUT ASSIGNING ANY REASON.

THE PERSON WHO IS IN RECEIPT OF THIS INFORMATION MEMORANDUM SHALL MAINTAIN

UTMOST CONFIDENTIALITY REGARDING THE CONTENTS OF THIS INFORMATION

MEMORANDUM AND SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE

ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING ITS CONTENTS, WITHOUT

THE PRIOR WRITTEN CONSENT OF THE COMPANY. FURTHER, THE COMPANY ACCEPTS NO

RESPONSIBILITY FOR STATEMENTS MADE OTHERWISE THAN IN THIS INFORMATION

MEMORANDUM OR ANY OTHER MATERIAL ISSUED BY OR AT THE INSTANCE OF THE COMPANY

AND ANYONE PLACING RELIANCE ON ANY SOURCE OF INFORMATION OTHER THAN THIS

INFORMATION MEMORANDUM WOULD BE DOING SO AT ITS OWN RISK.

EACH PERSON RECEIVING THIS INFORMATION MEMORANDUM ACKNOWLEDGES THAT:

– SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW

AND HAS RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED BY AN INDIVIDUAL

TO BE NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE

INFORMATION HEREIN; AND

– SUCH PERSON HAS NOT RELIED ON ANY INTERMEDIARY THAT MAY BE ASSOCIATED

WITH ISSUANCE OF THE DEBENTURES IN CONNECTION WITH ITS INVESTIGATION OF

THE ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT DECISION.

THE COMPANY DOES NOT UNDERTAKE TO UPDATE THE INFORMATION MEMORANDUM TO

REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THE INFORMATION MEMORANDUM AND

THUS IT SHOULD NOT BE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS

WITHOUT FIRST CONFIRMING ITS ACCURACY WITH THE COMPANY. NEITHER THE DELIVERY OF

THIS INFORMATION MEMORANDUM NOR ANY SALE OF DEBENTURES MADE HEREUNDER

SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR CREATE ANY

IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE

THE DATE HEREOF.


5

THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR OR IN

CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH

SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS

UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NO ACTION IS BEING TAKEN TO

PERMIT AN OFFERING OF THE DEBENTURES OR THE DISTRIBUTION OF THIS INFORMATION

MEMORANDUM IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE DISTRIBUTION

OF THIS INFORMATION MEMORANDUM AND THE OFFERING AND SALE OF THE DEBENTURES

MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION

THIS INFORMATION MEMORANDUM COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT

AND TO OBSERVE ANY SUCH RESTRICTIONS.

THE INFORMATION MEMORANDUM IS MADE AVAILABLE TO POTENTIAL INVESTORS IN THE

ISSUE ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL.

DISCLAIMER CLAUSE OF STOCK EXCHANGES

AS REQUIRED, A COPY OF THIS INFORMATION MEMORANDUM HAS BEEN FILED WITH THE NSE

IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT

SECURITIES) REGULATIONS, 2008, AS AMENDED FROM TIME TO TIME. IT IS TO BE DISTINCTLY

UNDERSTOOD THAT SUBMISSION OF THIS INFORMATION MEMORANDUM TO THE NSE SHOULD

NOT IN ANY WAY BE DEEMED OR CONSTRUED TO MEAN THAT THIS INFORMATION

MEMORANDUM HAS BEEN REVIEWED, CLEARED, OR APPROVED BY THE NSE; NOR DOES THE

NSE IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS

OF ANY OF THE CONTENTS OF THIS INFORMATION MEMORANDUM, NOR DOES THE NSE

WARRANT THAT THE COMPANY’S DEBENTURES WILL BE LISTED OR WILL CONTINUE TO BE

LISTED ON THE NSE; NOR DOES THE NSE TAKE ANY RESPONSIBILITY FOR THE SOUNDNESS OF

THE FINANCIAL AND OTHER CONDITIONS OF THE COMPANY, ITS PROMOTERS, ITS

MANAGEMENT OR ANY SCHEME OR PROJECT OF THE COMPANY.

DISCLAIMER CLAUSE OF SEBI

AS PER THE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND

LISTING OF DEBT SECURITIES) REGULATIONS, 2008, AS AMENDED FROM TIME TO TIME, IT IS NOT

STIPULATED THAT A COPY OF THIS INFORMATION MEMORANDUM HAS TO BE FILED WITH OR

SUBMITTED TO THE SEBI FOR ITS REVIEW / APPROVAL. IT IS TO BE DISTINCTLY UNDERSTOOD

THAT THIS INFORMATION MEMORANDUM SHOULD NOT IN ANY WAY BE DEEMED OR

CONSTRUED TO HAVE BEEN APPROVED OR VETTED BY SEBI AND THAT THIS ISSUE IS NOT

RECOMMENDED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER

FOR THE FINANCIAL SOUNDNESS OF ANY PROPOSAL FOR WHICH THE DEBENTURES ISSUED

THEREOF IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE IN

THIS INFORMATION MEMORANDUM.

DISCLAIMER CLAUSE OF THE DEBENTURE TRUSTEE

THE DEBENTURE TRUSTEE, BY VIRTUE OF ACTING AS THE DEBENTURE TRUSTEE TO THE ISSUE,

DOES NOT IPSO FACTO UNDERTAKE OR HAVE THE OBLIGATIONS OF A BORROWER OR A

PRINCIPAL DEBTOR OR A GUARANTOR AS TO THE MONIES PAID / INVESTED BY AN INVESTOR

FOR THE DEBENTURES. THE DEBENTURE TRUSTEE DOES NOT MAKE NOR DEEMS TO HAVE

MADE ANY REPRESENTATION ON THE ISSUER, ITS OPERATIONS, THE DETAILS AND

PROJECTIONS ABOUT THE ISSUER OR THE DEBENTURES UNDER OFFER MADE IN THE PRIVATE

PLACEMENT OFFER LETTER AND INFORMATION MEMORANDUM. APPLICANTS / INVESTORS ARE

ADVISED TO READ CAREFULLY THE PRIVATE PLACEMENT OFFER LETTER AND INFORMATION

MEMORANDUM AND MAKE THEIR OWN ENQUIRY, CARRY OUT DUE DILIGENCE AND ANALYSIS

ABOUT THE ISSUER, ITS PERFORMANCE AND PROFITABILITY AND DETAILS IN THE PRIVATE

PLACEMENT OFFER LETTER AND INFORMATION MEMORANDUM BEFORE TAKING THEIR

INVESTMENT DECISION. THE DEBENTURE TRUSTEE SHALL NOT BE RESPONSIBLE FOR THE

INVESTMENT DECISION AND ITS CONSEQUENCES.


6

DISCLAIMER IN RESPECT OF RATING AGENCIES

RATINGS ARE OPINIONS ON CREDIT QUALITY AND ARE NOT RECOMMENDATIONS TO

SANCTION, RENEW, DISBURSE OR RECALL THE CONCERNED BANK FACILITIES OR TO BUY, SELL

OR HOLD ANY SECURITY. THE RATING AGENCY HAS BASED ITS RATINGS ON INFORMATION

OBTAINED FROM SOURCES BELIEVED BY IT TO BE ACCURATE AND RELIABLE. THE RATING

AGENCY DOES NOT, HOWEVER, GUARANTEE THE ACCURACY, ADEQUACY OR COMPLETENESS

OF ANY INFORMATION AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE

RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION. MOST ENTITIES WHOSE BANK

FACILITIES/INSTRUMENTS ARE RATED BY THE RATING AGENCY HAVE PAID A CREDIT RATING

FEE, BASED ON THE AMOUNT AND TYPE OF BANK FACILITIES/INSTRUMENTS.

DISCLAIMER CLAUSE OF THE ARRANGER

THE COMPANY HAS MANDATED- AXIS BANK LIMITED TO ACT AS ARRANGER FOR THE

DEBENTURES AND TO DISTRIBUTE EITHER BY THEMSELVES AND/OR THROUGH THEIR

RESPECTIVE AFFILIATES THIS INFORMATION MEMORANDUM TO IDENTIFIED POTENTIAL

INVESTORS.

THE COMPANY HEREBY DECLARES THAT IT HAS EXERCISED DUE-DILIGENCE TO ENSURE

COMPLETE COMPLIANCE WITH PRESCRIBED DISCLOSURE NORMS IN THIS INFORMATION

MEMORANDUM. THE COMPANY IS SOLELY RESPONSIBLE FOR THE TRUTH, ACCURACY AND

COMPLETENESS OF ALL THE INFORMATION PROVIDED IN THIS INFORMATION MEMORANDUM.

THE ARRANGERS ARE NEITHER RESPONSIBLE FOR PREPARING, CLEARING, APPROVING,

SCRUTINIZING OR VETTING OF THIS INFORMATION MEMORANDUM, NOR ARE THE ARRANGERS

RESPONSIBLE FOR DOING ANY DUE-DILIGENCE FOR VERIFICATION OF THE TRUTH,

CORRECTNESS OR COMPLETENESS OF THE CONTENTS OF THIS INFORMATION MEMORANDUM.

THE ARRANGERS SHALL BE ENTITLED TO RELY ON THE TRUTH, CORRECTNESS AND

COMPLETENESS OF THIS INFORMATION MEMORANDUM. IT IS TO BE DISTINCTLY UNDERSTOOD

THAT THE AFORESAID USE OF THIS INFORMATION MEMORANDUM BY THE ARRANGERS

SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO MEAN THAT THE INFORMATION

MEMORANDUM HAS BEEN PREPARED, CLEARED, APPROVED, SCRUTINIZED OR VETTED BY THE

ARRANGERS. NOR SHOULD THE CONTENTS OF THIS INFORMATION MEMORANDUM IN ANY

MANNER BE DEEMED TO HAVE BEEN WARRANTED, CERTIFIED OR ENDORSED BY THE

ARRANGERS AS TO THE TRUTH, CORRECTNESS OR COMPLETENESS THEREOF. EACH RECIPIENT

MUST SATISFY ITSELF AS TO THE ACCURACY, RELIABILITY, ADEQUACY, REASONABLENESS OR

COMPLETENESS OF THE INFORMATION MEMORANDUM. THE INFORMATION MEMORANDUM IS

NOT AN OFFER OR INVITATION TO PARTICIPATE IN THE ISSUE OR A RECOMMENDATION BY THE

ARRANGERS THAT THE RECIPIENT SHOULD PARTICIPATE IN THE ISSUE.

THE ARRANGERS HAVE NOT CONDUCTED ANY DUE DILIGENCE REVIEW ON BEHALF OR FOR

THE BENEFIT OF THE DEBENTURE TRUSTEE OR ANY OF THE DEBENTURE HOLDERS. EACH OF

THE DEBENTURE HOLDERS SHOULD CONDUCT SUCH DUE DILIGENCE ON THE COMPANY AND

THE DEBENTURES AS IT DEEMS APPROPRIATE AND MAKE ITS OWN INDEPENDENT ASSESSMENT

THEREOF.

THE ARRANGERS AND/OR ANY OF THEIR RESPECTIVE AFFILIATES ARE NOT RESPONSIBLE FOR

UPDATING THE INFORMATION PROVIDED HEREIN NOR DOES THE DISTRIBUTION OF THIS

INFORMATION MEMORANDUM CONSTITUTE A REPRESENTATION OR WARRANTY, EXPRESS OR

IMPLIED BY THE ARRANGER AND/ OR ANY OF THEIR RESPECTIVE AFFILIATES THAT THE

INFORMATION AND OPINIONS HEREIN WILL BE UPDATED AT ANY TIME AFTER THE DATE OF

THIS INFORMATION MEMORANDUM. THE ARRANGERS AND/OR THEIR RESPECTIVE AFFILIATES

ARE NOT RESPONSIBLE FOR NOTIFYING ANY RECIPIENT OF ANY INFORMATION THAT COMES

TO THE ATTENTION OF THE ARRANGERS AND/OR THEIR RESPECTIVE AFFILIATES IN RELATION

TO THE ISSUE NOR ARE THE ARRANGERS AND/OR THEIR RESPECTIVE AFFILIATES

UNDERTAKING TO NOTIFY ANY RECIPIENT OF ANY INFORMATION COMING TO THE ATTENTION

OF THE ARRANGER AND/OR ITS RESPECTIVE AFFILIATES AFTER THE DATE OF THIS

INFORMATION MEMORANDUM. NO RESPONSIBILITY OR LIABILITY OR DUTY OF CARE IS OR

WILL BE ACCEPTED BY THE ARRANGERS AND/ OR THEIR RESPECTIVE AFFILIATES FOR

UPDATING OR SUPPLEMENTING THIS INFORMATION MEMORANDUM NOR FOR PROVIDING

ACCESS TO ANY ADDITIONAL INFORMATION AS FURTHER INFORMATION BECOMES

AVAILABLE.


7

NEITHER THE ARRANGERS NOR ANY OF THEIR RESPECTIVE AFFILIATES NOR THEIR RESPECTIVE

DIRECTORS, EMPLOYEES, OFFICERS OR AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT

OR CONSEQUENTIAL LOSS OR DAMAGE SUFFERED BY ANY PERSON AS A RESULT OF RELYING

ON ANY STATEMENT IN OR OMISSION FROM THIS INFORMATION MEMORANDUM OR IN ANY

OTHER INFORMATION OR COMMUNICATIONS MADE IN CONNECTION WITH THE DEBENTURES.

THE ARRANGERS ARE ACTING FOR THE COMPANY IN RELATION TO THE ISSUE AND NOT ON

BEHALF OF THE RECIPIENTS OF THIS INFORMATION MEMORANDUM. THE RECEIPT OF THIS

INFORMATION MEMORANDUM BY ANY RECIPIENT IS NOT TO BE CONSTITUTED AS THE GIVING

OF INVESTMENT ADVICE BY THE ARRANGERS AND/ OR ANY OF THEIR RESPECTIVE AFFILIATES

TO THAT RECIPIENT, NOR TO CONSTITUTE SUCH A RECIPIENT A CUSTOMER OF THE

ARRANGERS. THE ARRANGERS AND/ OR THEIR RESPECTIVE AFFILIATES ARE NOT RESPONSIBLE

TO ANY OTHER PERSON FOR PROVIDING THE PROTECTION AFFORDED TO THE CUSTOMERS OF

THE ARRANGERS OR FOR PROVIDING ADVICE IN RELATION TO THE DEBENTURES. THE

ARRANGERS HAVE RELIED UPON THE AUTHORISATION LETTER ISSUED BY THE COMPANY AND

THE ARRANGERS ASSUME NO RESPONSIBILITY FOR ENSURING, AND MAKE NO

REPRESENTATION, WARRANTY OR UNDERTAKING (EXPRESS OR IMPLIED) AS TO THE

ACCURACY, RELIABILITY, ADEQUACY, REASONABLENESS OR COMPLETENESS OF THE

CONTENTS OF THE INFORMATION MEMORANDUM AND NEITHER ASSUME NOR ACCEPT ANY

RESPONSIBILITY OR LIABILITY (WHETHER FOR NEGLIGENCE OR OTHERWISE) FOR IT.


8

I. GENERAL INFORMATION

Issuer Information

Name of the Issuer Trent Limited

Registered Office Bombay House, 24 Homi Mody Street, Fort, Mumbai - 400 001

Tel: + 91-22-66658282

Corporate Office Trent House, G Block, Plot No. 60, Next to Citibank, Bandra Kurla Complex, Bandra

East, Mumbai 400 051; Tel: +91-22-67009000

Compliance Officer Mr. M.M. Surti

Trent House, G Block, Plot No. 60, Next to Citibank, Bandra Kurla Complex, Bandra

East, Mumbai 400 051; Tel: +91 22 67008062

Chief Financial Officer Mr. P. Venkatesalu

Executive Director (Finance) & Chief Financial Officer

Trent House, G Block, Plot No. 60, Next to Citibank, Bandra Kurla Complex, Bandra

East, Mumbai 400 051: Tel : +91 22 67008072

Arranger Axis Bank Limited

Axis House I Wadia International Center P.B. Marg I Worli,

Mumbai – 400 025 Tel: 022-24253803

Website Address: www.axisbank.com E-mail: [email protected]

Trustee Axis Trustee Services Limited

The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai- 400028;

Tel: 022-62300451

Email Id: [email protected]

Registrar TSR Darashaw Consultants Private Limited

C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli West, Mumbai 400083

Tel: 022- 66568484 ; Fax No. 022-66568494

E-mail: [email protected]

Credit Rating Agency I. CARE Ratings Limited

4th Floor, Godrej Coliseum, Samaiya Hospital Road, Off Eastern Express Highway,

Sion (E), Mumbai 400 022

Tel : 022 67543456;

Email : [email protected]

II. ICRA Limited

B-710, Statesman House 148, Barakhamba Road, New Delhi-110001

Tel: +91 11 23357940-45

Email: [email protected]

Auditors Deloitee Haskins & Sell LLP

Chartered Accountants

ASV Ramana Tower. 52 Venkatnaryana Road,T Nagar,

Chennai 600017; Tel: 044 66885000 / 044 66885050

http://www.axisbank.com/

mailto:[email protected]

mailto:debenturetrustee@axistrustee.




9

II. RISK FACTORS

An investment in Debentures involves risks. These risks may include, among others, equity market, bond market,

interest rate, market volatility and economic, political and regulatory risks and any combination of these and other

risks. Prospective Investors should be experienced with respect to transactions in instruments such as the

Debentures. Prospective Investors should understand the risks associated with an investment in the Debentures and

should only reach an investment decision after careful consideration, with their legal, tax, accounting and other

advisers, of (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax

and other circumstances and (b) the information set out in this Information Memorandum.

The Debentures may decline in value and Investors should note that, more than one risk factor may have

simultaneous effect with regard to the Debentures such that the effect of a particular risk factor may not be

predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable.

No assurance can be given as to the effect that any combination of risk factors may have on the value of the

Debentures. If any or some combination of the following risks, or other risks that are not currently known or

believed to be material, actually occur, our business, financial condition and results of operation may suffer, and

the trading price of, and the value of your investment in, the Debentures may decline and you may lose all or part

of your investment.

The following are the risks envisaged by the management and the investors should consider the following risk

factors carefully for evaluating the Company and its business before making any investment decision. These are

not the only risks that we face. Our business operations could also be affected by additional factors that are not

presently known to us or that we currently consider to be immaterial to our operations and these risks may also

have an adverse effect on the business, results of operations, financial condition or prospects and cause the market

price of the Debentures to fluctuate and consequently adversely impact the investment by investors, upon a sale of

the Debentures. Unless otherwise mentioned in the relevant risk factors discussed below, we are not in a position

to specify or quantify the extent of the Risks specified herein.

Internal Factors ___

1. Our inability to promptly identify and respond to changing customer preferences or evolving trends may

decrease the demand for our merchandise among our customers, which may adversely affect our business.

We are in the business of retailing lifestyle products, apparels, books, music, groceries and other merchandise.

Over 99% of the brand portfolio retailed at Westside both in store and online are accounted by our own brands and

100% of the brand portfolio at Zudio is owned. We plan our product range based on forecasts of customer buying

patterns and trends. Any mismatch between our planning and actual customer demand may lead to excess

inventory, which may require us to mark down prices of the relevant products, thus lowering our margins in order

to clear such inventory, and may adversely impact our business.

Our success depends partly upon our ability to anticipate and respond to changes in customer preferences in a

timely manner. Further, the success of our own brand label depends on our ability to understand trends, introduce

new products and explore new business opportunities on a regular basis. Our inability to identify and recognize

international and domestic trends and customer preferences, obsolescence of our merchandise or our failure to meet

necessary customer requirements could adversely affect our business.

On-trend fashion is the centerpiece of the business. Difficulty in adapting to market trends and reacting to changes

in consumer expectations is an inherent risk in retailing. Growing competition and attractiveness of the industry

along with innovation in technology further pose challenges to the business on various fronts.

Possibility of adverse experience faced by customer, employees, vendors or other stakeholders could lead to

reputational damage.

2. Our products include a range of lifestyle merchandise, apparel and leisure products, the demand for which

may be seasonal due to the occurrence of festivals, including Durga Puja, Diwali, Christmas and Eid, in

the third quarter of our financial year. Any material decline in sales during this period could have a

material adverse effect on our profitability and financial condition.

Our business has historically recorded higher sales during the third quarter of our financial year due to the

occurrence of certain festivals, including Durga Puja, Diwali, Christmas and Eid, during such period.

Our operating costs, such as employee costs, lease rentals, store-operating costs, distribution and logistics costs,

are mainly fixed. As a result of this, our operating profits are normally higher during this period. However,


10

consumer spending during such period is conditional upon a variety of factors, including consumer preference and

general economic conditions. Any material decline in sales during this period could have a material adverse effect

on our profitability and financial condition.

3. The success of our business is dependent on supply chain management. Inefficient supply chain

management by us or third parties may adversely affect our business and our results of operations.

The success of our business is dependent on supply chain management. Ensuring availability of shelf space for our

products requires quick turnaround times and a high level of coordination with suppliers. We outsource to third

parties the supply chain management of certain products. Inefficient supply chain management by us or third parties

may lead to the unavailability or loss of merchandise and could adversely affect our business and our results of

operations.

4. We are dependent on our loyalty programmes for retention of our customers. Any shift in spending patterns

and shopping preferences of our customers may have an adverse impact on our performance.

We have initiated several programmes across our retail formats with the aim of maintaining customer loyalty, such

as the ‘Weststyle Club’ program in Westside stores. Our Company has around 66.4 lakh customers enrolled in the

Weststyle Club, which contributes to a significant portion of our Company’s revenue. Any shift in spending

patterns and shopping preferences of our customers may have an adverse impact on our performance.

5. The success of our business depends on our ability to identify and acquire rights to quality retail spaces. If

we fail to lease or acquire targeted properties, this may adversely affect our business, operations and

profitability.

The success of our business depends on our ability to identify and acquire rights (mostly on a leasehold basis) to

quality retail spaces at appropriate terms and conditions. We compete with other large retailers to obtain real estate

properties. If we fail to lease or acquire targeted properties, we may face delays in the execution of our expansion

programme, which may result in cost overruns or otherwise adversely affect our business, operations and

profitability.

Limited availability of quality real estate coupled with high rentals and non-adherence to committed schedule by

builders pose significant challenges to deployment of strategic plans related to expansion.

6. Most of the premises occupied by us for our stores are on leasehold basis. If we are unable to execute or

renew lease arrangements, this may have a material adverse effect on our business, financial performance

and profitability.

Apart from five retail properties which are situated on properties owned by us or our subsidiaries, our stores are

operated from premises which are acquired on a long-term leasehold or leave and license basis or on the basis of

other contractual agreements with third parties. For some of the stores from which we operate, we have entered

into agreements to lease the properties, but have not yet entered into lease deeds. If we are unable to execute or

renew lease arrangements, this may lead to time and cost overruns and may have a material adverse effect on our

business, financial performance and profitability.

Also, on an ongoing basis we are, and are likely to be, exposed to various disputes with our lessors with respect to

our properties. These disputes are in respect of claims relating to, amongst other things, common area maintenance

charges, electricity charges, escalation in rental payouts, set-off of deposits paid by us and other property related

claims like property tax, etc. If we are unable to settle, negotiate or defend ourselves on favourable terms or at all,

or enforce our rights with respect to these matters, this may lead to time and cost overruns and may have a material

adverse effect on our business, financial performance and profitability.

7. Any adverse impact on the title or ownership rights or development rights of our landlords from whose

premises we operate may adversely affect the operation of our stores, offices or distribution centres.

Most of the premises where we have our stores, offices and distribution centres are taken by us on long term lease

or leave and licence or on the basis of other contractual agreements with third parties. We may continue to enter

into such transactions with third parties. Any adverse impact on the title / ownership rights / development rights of

our landlords from whose premises we operate our stores may impede our business, our operations and our

profitability. Also, the sale by the incumbent landlord of their interest in the said properties could in certain cases

adversely impact our contractual rights. Additionally, some of our lease agreements prescribe a lock-in period.

These lock-in periods prevent us from moving our stores in the event that there are events or circumstances that

impede our profitability. Any such event and such restrictive covenants in our lease agreements affect our ability


11

to move the location of our stores and may adversely affect our business, financial condition and results of

operations.

8. Key alliances may result in additional risks and uncertainties in our business.

We have entered into several key arrangements, including association with Inditex group to open Zara & Massimo

Dutti stores in India, a 50:50 Joint Venture with Tesco PLC UK with respect to Trent Hypermarket Private Limited

(THPL).

The alliances entail certain risks including with respect to continuity. If any of our alliance counterparties seek

exit in full or in part or seek increased participation regarding the prevailing arrangements, we may have to review

and substantially change our strategy with respect to the concerned business and any such change may adversely

affect our business, financial condition and results of operations. The associations with Inditex are dependent on

the majority partner for permissions to use the said brands in India subject to its terms & specifications. Also, the

entire control over core customer propositions is with the partner. Including in the context of brand ownership and

the arrangements for merchandise supply (with the majority partner entirely controlling these core customer

propositions and the terms thereto), the Company views its related commitments as a financial investment.

Consequently, it may be appropriate not to consider these commitments as long term strategic investments integral

to our retail operations. Also, given the above nature of the arrangements, it may be appropriate to take cognizance

of the related uncertainties & risks involved in the evaluation of the associated economics (given these entities are

essentially limited to distribution of Zara and Massimo Dutti products in India).

In such arrangements (whether existing or proposed), we are subject to additional risks and uncertainties in that we

may depend upon and be subject to liabilities, losses or damages, including to our reputation. In addition, conflicts

or disagreements between us and our alliance counterparties may adversely impact our businesses.Present and

future acquisitions and strategic alliances may entail certain risks, including ineffective integration of operations,

the inability to maintain key pre-acquisition business relationships and to integrate new relationships, the inability

to retain key employees, increased operating costs, exposure to unanticipated liabilities, risks of misconduct by

employees not subject to our control, difficulties in realising projected efficiencies, synergies and cost savings, and

exposure to new or unknown liabilities. Any future investments, acquisitions or joint ventures may require the

allocation of significant resources and/or result in significant unanticipated losses, costs or liabilities. In addition,

expansions, acquisitions, strategic alliances or joint ventures may require significant managerial attention, which

may be diverted from our other operations.

9. We may in the future face potential liabilities from lawsuits or claims by customers.

We face the risk of legal proceedings and claims being brought against us by our customers for any defective

product sold or any deficiency in our services to them. Also, since we have a large number of customers visiting

our stores daily, we could face liabilities should our customers face any loss or damage due to any unforeseen

incident such as fire or an accident in these stores. This may result in liabilities for our Company and/or financial

claims made against our Company as well as loss of business and reputation.

While we have taken public and product liability insurance policies in this regard, we cannot assure you that such

insurance policies will adequately cover all losses, damages or claims.

We are also required to comply with the Legal Metrology Act, 2009 and the rules made thereunder and the Legal

Metrology (Packaged Commodity) Rules, 2011, the Drugs & Cosmetics Act, 1940 and the rules made thereunder,

Trademarks Act, 1999 and the Copyrights Act, 1957, Environment Protection Act, 1986. These regulations

prescribe certain standards with regard to products, manufacture, storage, packaging, distribution, etc. We are also

required to comply with the provisions of the Food Safety and Standards Act, 2006 and the rules made thereunder.

We are required to meet these standards both for products that we manufacture as well as for the products made by

other manufacturers and sold by us. Failure by us or by these manufacturers to meet prescribed standards may

subject us to regulatory action, which may adversely affect our business, reputation and our results of operations.

10. If our competitors misappropriate our trademarks or other intellectual property rights, it could have a

material adverse effect on our business. Registration applications for some of our trademarks are pending

with the relevant trademark authorities. If we are unable to register such trademarks, this may adversely

affect our ability to protect such marks and the value of the marks for our in-house brands.

Our success depends on our ability to protect and preserve our intellectual property, including our trademarks and

copyrights. We market our in-house products under our brands. We hold over 100 trademarks, which are registered

in our name. We have also applied to register several other trademarks with the relevant authorities, which

applications are currently pending. Any delay or failure to register these trademarks may adversely affect our ability


12

to protect our in-house brands and may lead to a dilution of such brands and lower their value. Further, if a

competitor copies or otherwise gains access to our database, we may not be able to compete effectively. The loss

of, or our inability to enforce, our intellectual property rights and other proprietary know-how, may adversely affect

our business. We may need to bring legal claims to enforce or protect intellectual property rights. Any litigation,

whether successful or unsuccessful, could result in substantial costs and diversion of resources.

11. Under our business model, we carry the inventory on our books prior to the actual sale of the merchandise

to end customers. Inventory levels in excess of customer demand may result in inventory write-downs and

have a material adverse effect on our results of operations and financial condition.

Under our business model, for our primary retailing formats we carry the inventory on our books till the sale of the

merchandise to the end customer and do not pass the inventory risk to the manufacturer or supplier. This business

model requires us to maintain high inventory levels and is working capital intensive. Inventory levels in excess of

customer demand may result in inventory write-downs and have a material adverse effect on our results of

operations and financial condition.

12. We rely on third parties for the supply and transportation of our merchandise from our warehouses to our

stores, which are subject to various uncertainties and risks. Any disruptions in the supply or transportation

of merchandise could materially and adversely affect our business, financial condition and results of

operations.

We rely completely on third parties to transport our merchandise from our warehouses to our stores. We

predominantly rely on road transportation for the delivery of our merchandise. Current transportation facilities may

not be adequate to support our existing and future operations. Further, disruptions of transportation services due to

weather-related problems, strikes, lock-outs, inadequacies in the road infrastructure or other events could impair

our ability to supply our merchandise to our stores. Any disruptions in the supply or transportation of merchandise

could materially and adversely affect our business, financial condition and results of operations.

13. We rely on our information technology systems and any failure in our systems could adversely impact our

business.

We rely extensively on our information technology systems to provide connectivity across our business functions

through our software, hardware and connectivity systems. Any delay in the implementation of such systems or any

disruption in the functioning of existing systems could disrupt our ability to track, record and analyze the

merchandise that we sell and cause disruptions in operations, including, among others, an inability to process the

shipments of goods, process financial information or credit card transactions, deliver products or engage in similar

normal business activities. Any such delay or disruption may have a material adverse effect on our business.

Increased reliance on digital systems raises the importance of cyber security. Possible impacts include loss of

customer data, business interruptions, potential fines/reputational damage etc.

14. We face competition from existing retailers, online retailers and potential entrants, both domestic and

foreign, to the retail industry that may adversely affect our competitive position and our profitability.

Loss of market share and increase in competition may adversely affect our profitability. We face competition from

other retailers. Further, we face competition from online retailers who market similar products as us. With the

opening of new malls, many new players are expected to enter organized retailing and competition could increase.

The entry strategy of the new entrants and growth strategy of existing competitors may not be focussed on

profitability in the short term. This could adversely affect the profitability dynamics of the retail business. Some

of our competitors may be able to compete more effectively because of their access to significantly greater

resources, which may lead to increased competition. Such increase in competition may cause us to increase our

marketing expenditure, reduce prices of our products, thereby reducing margins. With increased competition, the

demand for good store locations may increase, impacting our cost of operation.

Customers are increasingly looking at e-commerce as a convenient channel for shopping. Brands are required to

fulfill this expectation with promise of a differentiated product & quick delivery time. Additionally, aggressive

discounting by online players has led to disintermediation for many retailers and driven the “discount seeking”

behavior among customers. Difficulty in adopting relevant technology can pose a risk for growth agendas.

Additionally, in the context of FDI being permitted in multi band retail trading, through government approval, we

may face competition from international players venturing into the market. Moreover, as the industry is highly

fragmented, we also face competition from local stores who may, for a variety of reasons, such as easier access to,

as well as established personal relationships with, the customers, be able to cater to local demands better than us.


13

Our inability to compete successfully in our industry would materially affect our business prospects and financial

condition.

15. We are dependent upon other entities for our manufacturing and distribution process.

The manufacturing process for our private labels is outsourced to our vendors. We are exposed to the risk of our

service providers and vendors failing to adhere to the standards set for them by us in respect of quality and quantum

of production and distribution which in turn could adversely affect our net sales and revenues. In addition, certain

of our service providers and vendors are retained on a non-exclusive basis and may engage in other businesses that

may even compete with ours. If our competitors provide better incentives to our service providers and vendors, it

may result in our service providers and vendors promoting the products of our competitors instead of ours. Also,

delays in delivery of merchandise by our vendors and their financial instability could adversely impact the

availability of merchandise in our stores and have a material adverse effect on our business and financial condition.

Any unwarranted practices by vendors also influence the brand image and can disrupt business operations.

16. Certain of our subsidiaries have incurred losses in the last three fiscal years.

As set forth below, some of our subsidiaries have incurred losses during the last three fiscal years (as per their

respective standalone financial statements). They may continue to incur losses in future periods, which could have

an adverse effect on our results of operations.

The details of the subsidiaries which have incurred losses in last three fiscal years are provided in the following

table:

(₹ In Crores)

Sr.

No.

Name of the Subsidiary Profit/(Loss)After Tax

For the year ended 31st March

2021 2020 2019

1 Trent Brands Limited 12.47 (0.64) (0.80)

2 Nahar Retail Trading Services Limited (0.15) 1.76 1.60

3 Trent Global Holdings Limited (0.23) (0.19) (0.12)

4 Fiora Hypermarket Limited (12.95) (11.33) (0.91)

5 Fiora Online Limited (22.64) (21.24) (14.38)

6 Booker India Limited (formerly Booker India Pvt. Ltd.)* (25.73) (37.65) (26.62)

7 Booker Satnam Wholesale Limited (formerly Booker

Satnam Wholesale Private Limited) *

(3.37) (4.27) (4.00)

8 Common Wealth Developers Limited** (5.95) (9.62) (7.49)

* Acquired w.e.f 24th September 2019

** Acquired w.e.f 13th August 2020


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17. Contingent liabilities, if crystallized, could adversely affect the financial condition of our Company since

the provision made in the books of accounts of our Company may not be adequate.

Our contingent liabilities based on standalone financial statements as on March 31, 2021 were as follows:

(₹ In Crores)

Sr. No. Nature of Liability Amount

1

Sales tax, excise and customs and other indirect tax matters statutory

demands against which the Company has filed appeals 0.49

2 Income Tax matters 35.64

3 Claims filed against the Company 8.16

4 Claims made against the Company not acknowledged as debt 42.05

If any of these contingent liabilities materialise, fully or partly, the financial condition of our Company could be

materially and adversely affected.

18. Our operations are subject to various business risks and there may be inadequate insurance coverage to

cover our economic losses as well as certain other risks including those pertaining to claims by third parties

and litigation.

Our operations are subject to various risks and hazards which may adversely affect our profitability, including

natural calamities, failure or substandard performance of network equipment, third party liability claims, labour

disturbances, employee frauds, infrastructure failure and terrorist activities.

Though we have, in our opinion, taken adequate safeguards to protect our assets from various perceived risks, it is

possible that our insurance may not provide adequate coverage in certain circumstances. These may include claims

by third parties and litigation. Also, insurance policies are usually subject to certain deductibles, exclusions and

limits on coverage.

If our arrangements for insurance or indemnification are not adequate to cover claims, including those exceeding

policy aggregate limitations or exceeding the resources of the indemnifying party, we may be required to make

payments that may adversely affect our financial condition and results of operations.

19. We are dependent on our management team and key personnel and loss of any key team member may

adversely affect our business performance.

Our business is managed by a core management team that supervises the day-to-day operations, strategy and

growth of our business. If one or more members of our key management team are unable or unwilling to continue

in their present positions, such persons may be difficult to replace and our business, prospects, financial condition

and results of operations could be adversely affected.

20. Our business and results of operations could be adversely affected if we are unable to meet our employees’

needs.

Our success in expanding our business will also depend, in part, on our ability to attract, retain and motivate

appropriately qualified people at various levels. If we fail to successfully manage our employees’ needs, it could

adversely affect our business prospects, financial condition and results of operations.

21. If we are not able to obtain, renew or maintain the permits and approvals required to operate our business,

this may have a material adverse effect on our business.

Our Company requires certain permits and approvals to operate its businesses and/or facilities, including such

permits required by the environmental regulatory authorities. Failure by our Company to renew, maintain or obtain

the required permits and approvals, and technology licenses in a timely manner or at all may interrupt our

Company’s operations and may have a material adverse effect on our Company’s results of operations, financial

condition and prospects.

22. We are involved in certain legal proceedings that, if decided against us, could have an adverse effect on

our reputation, business prospects and results of operations.

There are several litigations outstanding against our Company. In the event of an adverse outcome in any of the

material litigation against our Company, our business, reputation and results of operations could be adversely

affected.


15

External Factors

23. Public places, such as malls in which our stores are located, could be targets for unforeseen acts of violence

(including terrorist acts and riots), which may adversely impact our business.

Any acts of violence (including terrorist acts and riots) in public places, such as malls in which our retail stores are

located, could cause damage to life and property, and also impact consumer sentiment and their willingness to visit

public places, which may adversely impact our business. The financial impact of the aforesaid risk cannot be

reasonably quantified.

24. We rely on various external partners on whom absolute control is not possible.

We rely upon a large number of suppliers to provide us with products and services. If products are not obtained in

a timely manner from suppliers or if the supply of such products is discontinued, our business, financial condition

and results of operations may be adversely affected.

25. We may face various compliance and other related issues under the GST regime.

The GST regime has been rolled out w.e.f 1st July 2017 and the Company has adopted to the new regulation.

Nevertheless, given the complexity and numerous compliance requirements that are required to be done on monthly

basis in several cases it could involve significant challenges in respect of compliance and any related non

compliance challenges from GST department could imply costs, charges or other penalties which may be

consequential and material.

26. Our financial performance may be affected by economic conditions.

Our financial performance depends in part upon the spending patterns of consumers, which, in turn, depends upon

overall economic conditions especially in areas such as lifestyle products. Any adverse impact on the Indian

economy may have a material impact on the consumer spend and thus on our financial condition and results of

operations. Retail companies lease properties from investors who, in turn, borrow and invest in real estate. The

yield available on the lease of properties is therefore dependent on the interest rates in the economy. Any change

in the banking policy regarding financing of real estate or rates of interest could impact the availability of properties

for retailing and thus have a material adverse effect on our business.

27. If we are unable to attract and retain qualified personnel, our results of operations may be adversely

affected.

Companies in the retail sector compete with companies in other emerging service sectors, such as

telecommunications and information technology, to hire and retain quality personnel in addition to competing

against companies within the sector. Availability of relevant talent at acceptable compensation levels continues to

be an issue as we attempt to scale up significantly. Additionally, the adaptability of current talent to address the

needs of fast growing business is another area of concern. If we are unable to attract and retain qualified personnel,

our results of operations may be adversely affected.

28. Multiplicity of legislations impact the growth of organized retail.

Companies in the retail sector are subject to multiple laws and regulations. Multiple licenses and clearances are

required before a store can be opened. Thereafter, stringent laws pertaining to labour conditions, hours of work,

etc. limit flexibility in operations, add to the overall cost of doing business and can impact operations.

29. We are subject to regulatory risks and changes in law which may adversely affect our business.

Our operations are subject to regulations framed by various regulatory authorities in India and other jurisdictions,

including regulations relating to foreign investment in India. Compliance with many of the regulations applicable

to us across jurisdictions, including any restrictions on investments and other activities currently being carried out

by our Company, involves a number of risks, particularly in areas where applicable regulations may be subject to

interpretation. If the interpretation of the regulators and/or other competent authorities varies from our

interpretation, we may be subject to penalties and our business could be adversely affected.


16

We are also subject to changes in Indian laws, regulations, and accounting principles. There can be no assurance

that these laws will not change in the future or that such change or the interpretation or enforcement of existing

and future laws and rules by governmental and regulatory authorities will not adversely affect our business and

future financial performance. Changes in regulatory and tax environment can lead to increased costs, erosion of

margins & cash flows, and potential fines or reputational damage.

Foreign investment in multi-brand retail in India is currently permitted through government aproval. Any change

in the relevant regulations may require us to take cognizance of the expected change in the competitive landscape,

revisit strategic alliance arrangements as appropriate under the applicable disposition and appropriately change our

strategy with respect to various retail formats.

30. Terrorist attacks or war or conflicts involving countries in which we operate or where our customers are

located could adversely affect the financial markets and adversely affect our business.

Terrorist attacks and other acts of violence, war or conflicts, particularly those involving India, as well as the U.S.

and the EU, may adversely affect Indian and worldwide financial markets. Such acts may negatively impact

business sentiment, which could adversely affect our business and profitability. India has from time to time

experienced and continues to experience, social and civil unrest, terrorist attacks and hostilities with neighbouring

countries. Also, some of India’s neighbouring countries have experienced, or are currently experiencing internal

unrest. Such events could also create a perception that investments in companies such as ours involve a higher

degree of risk than investments in companies in other countries. This, in turn, could have a material adverse effect

on the market for securities in India, including our Equity Shares. The consequences of any armed conflicts are

unpredictable, and we may not be able to foresee events that could have an adverse effect on our business.

31. We are subject to risks arising from interest rate fluctuations, which could adversely affect our business,

financial condition and results of operations.

Changes in interest rates could significantly affect our business, financial condition and results of operations. If the

interest rates for our existing or future borrowings increase significantly, our cost of funds will increase. This may

adversely impact our results of operations, planned capital expenditures and cash flows. Although we may in the

future enter into hedging arrangements against interest rate risks, there can be no assurance that these arrangements

will successfully protect us from losses due to fluctuations in interest rates.

32. Natural calamities could have a negative impact on the Indian economy and on our business.

India, Bangladesh, Indonesia and other Asian countries have experienced natural calamities such as earthquakes,

floods, droughts and a tsunami in recent years. Some of these countries have also experienced pandemics.

Prolonged spells of abnormal rainfall, droughts and other natural calamities could have an adverse impact on the

economies in which we have operations, which could adversely affect our business.

33. Changes in the economic policies of the Government of India or political instability may adversely affect

our business and financial condition.

The role of the Indian central and state governments in the Indian economy has remained significant over the years.

Since 1991, the Government has pursued policies of economic liberalisation, including significantly relaxing

restrictions on the private sector. There can be no assurance that these liberalization policies will continue in the

future. The rate of economic liberalisation could change and specific laws and policies affecting foreign

investment, currency exchange rates and other matters affecting investments in Indian companies could change as

well. A significant change in India’s economic liberalisation and deregulation policies could adversely affect

business and economic conditions in India generally and our business in particular.

Any political instability could delay the reform of the Indian economy, which could materially adversely impact

our business.

34. Downgrading in credit rating

The Company cannot guarantee that the rating given to our Debentures will not be downgraded. Such a downgrade

in the credit rating may lower the value of the Debentures.

35. There may not be an active or liquid market for our Debentures, which may cause the price of the

Debentures to fall and may limit your ability to sell the Debentures


17

The Company cannot guarantee that the debentures will be sold at or above the issue price. The price at which the

debentures will trade after this Issue will be determined by the market place and may be influenced by many factors,

including, our financial results and the financial results of the companies in the businesses we operate in & the

history of, and the prospects for, our business and the sectors and industries in which we compete;

36. Our financial reporting is impacted significantly by the accounting for leases (Ind AS 116)

The Company is preparing financials in accordance with the Indian Accounting standards (Ind AS). The Company

has adopted all the notified standards. The Indian Accounting Standard 116 – Leases has significant impact on

Company financial statement in term of nature and timing of recognizing the lease expense for fixed lease contracts.

This is material in case of the Company given the substantial no of long term property leases/equivalent contracts.

The reported results incorporate the IndAS 116 lease accounting requirements reflected across rent, depreciation,

other income and finance costs in the statement of profit and loss. Other income in this context includes accounting

for rent waivers and recognition of Ind AS 116 impact of lease modification / termination. Further, over Rs 2000

crores in the balance sheet represents right of use assets and corresponding financial liabilities. The net effect of

Ind AS 116 on the standalone profit before tax was an adverse impact of Rs. 35 crores in FY21.

37. Impact of ongoing covid-19 pandamic:

The operations of the Company have been significantly impacted by the various Covid-19 pandemic related

developments. The key developments / measures taken by the Company include:

a) Temporary closure of stores, offices and warehouses as applicable under the local regulations;

b) In the above backdrop, our revenues from retailing of non-food merchandise has been substantially &

adversely impacted. Nevertheless, the business has continued to incur committed expenditures especially

with respect to our employees & other expenditures not directly linked to revenues.

c) We have initiated various actions in the foregoing context to mitigate / minimize impact of the

developments.

Near term uncertainties notwithstanding, we are continuing to focus on key initiatives for our brands and the

expansion of our reach through stores and digital platforms.

The management of the Company has been continuously monitoring the impact and taking appropriate action for

continuing operation of business. Since the Company is primarily engaged in fashion retail business through stores

across the India restrictive measures impact the business performance of existing stores and expansion plans.

Further, nature and timing of restrictive measures could adversely impact the carrying value of various assets such

as inventory, investment, tangible assets and other current assets owned by the Company.


18

III.BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS

(i) Overview

Trent is one of India’s leading retailers and is a part of the Tata Group. Company was one of the earliest to enter

the organized retail sector in India and has focused on developing a robust business model in each of the retail

formats pursued. Our Company primarily operates stores across four concepts – Westside, Zudio, Star &

Landmark.

Our Company thus serves four distinct markets – Apparel focused lifestyle category, the mass market (including –

food, grocery, apparel, durables etc.) segment and the books, stationery, toys, gaming & music niche. Apparel

market is served by the Westside & Zudio format, the mass market is served by Star offering (housed in a Trent

Hypermarket, a joint venture between the Company and Tesco Overseas Investments Limited (“Tesco Overseas”),

a wholly owned subsidiary of Tesco PLC and the family entertainment format is addressed through a chain of

stores under the brand name Landmark.

Also, our Company has entered into a joint venture with the Inditex Group of Spain in relation to opening retail

stores under the Zara & Massimo Dutti banner in India.

Our Company was originally incorporated as Lakme Limited (“Lakme”) on December 5, 1952. Lakme was in the

business of manufacturing, sale and export of cosmetics, toiletries and perfumery products. In 1998, Lakme decided

to divest from its cosmetics business and decided to pursue the field of apparel retailing, given the absence of

established brands in areas like ladies wear, kids wear, household and gift articles. As a result, it was decided that

Lakme would establish a strong presence in the apparel and soft goods retailing market by opening a chain of

departmental stores across the country, aimed at catering to requirements of customers in men’s wear, ladies wear,

kids wear, play shop, household, gift shop and lingerie.

Towards this end, in March 1998, Lakme acquired Littlewoods International (India) Private Limited (“LIIPL”)

from Littlewoods International Limited, U.K. LIIPL was in the business of retailing of readymade garments for

men, ladies and children, household and gift items, accessories etc. In parallel, with effect from January 1, 1998,

Lakme Exports Limited, a subsidiary of Lakme, was amalgamated with LIIPL and the merged entity was named

as Trent Limited. Subsequently, with effect from July 1, 1998, Trent Limited was amalgamated with Lakme, and

the name of Lakme Limited was changed to Trent Limited.

The operating store in Bangalore and the knowledge of the retail industry in LIIPL provided our Company with a

sound foundation and the foray into the apparel retail business was made under a brand name “Westside”.

Westside – Trent’s flagship concept – offers branded apparel, footwear and fashion accessories for men, women

and children, along with range of home furnishings and decor and a range of home accessories. Westside

tenaciously adopts an exclusive brands model- involving offerings across a portfolio of own brands that address

fashion needs of defined customer segments. This also enables it to compete effectively in the face of

disintermediation risks posed by e-commerce players and growing competition from global brands establishing

presence in the country. Westside products are known for style and class amongst fashion conscious consumers

across 174 stores.

In October 2004, our Company entered the mass-retailing segment by opening a hypermarket store under the name

and style of Star India Bazaar (now known as Star Bazaar), at Ahmedabad. As part of a portfolio reorganization

exercise undertaken by our Company, the Star Bazaar business was transferred to a wholly owned Subsidiary,

Trent Hypermarket Limited (THL) (now THPL) with effect from August 1, 2008. Since 2008, THL has had a

franchise and a wholesale supply arrangement with Tesco Plc (Tesco) and its wholly owned subsidiary in India,

respectively, in respect of the Star Bazaar business. In FY 13-14 our Company and Tesco has entered into an

agreement to form a 50:50 Joint Venture with respect to THPL in the context of FDI being permitted in the multi-

brand retail trading.

Star – hypermarket and convenience store chain – offers a wide choice of products, including staple foods,

beverages, health and beauty products, apparel, home furnishings, vegetables, fruits, dairy and non-vegetarian

products. The market reception for Star stores have been encouraging and the concept is in the process of

establishing itself as a place offering a compelling range of quality merchandize at attractive prices. The Star brand

operates through 59 stores under Star Market & Star Hyper banners.

The Landmark business is a business which was acquired by the Company. In 2008, the residual stake held by the

founders was also acquired by Trent together with its Subsidiaries. Landmark which earlier operated as a separate

entity has been merged with Trent Ltd with effect from April 2013.


19

Landmark – a family entertainment concept – offers a curated range of toys, front-list books and sports

merchandize. The back-end operations relating to the concept are significantly integrated with that of the Westside

to realize synergies and contain overhead costs. The concept is operational through 6 independent stores. In

addition to the independent stores, Landmark merchandize is also retailed through select Westside locations.

During FY 2017-18, the value fashion offering from the Star ecosystem was acquired by the Company from THPL.

The value fashion business is expected to present significant growth opportunities and also afford striking synergies

with the existing fashion concepts of the Company.

Zudio - Trent’s value fashion concept- offers young fashion at irresistible prices for men, women and children. The

concept offers exclusive and striking range of fashion which is curated in-house and made available at very sharp

price points. Currently Zudio is being retailed through114 standalone stores as well as 19 Star stores.

Our Company has adopted the Tata Business Excellence Model in order to enhance the quality of our Company’s

service and products. Our Company has also adopted the Tata Code of Conduct and adheres to good corporate

practices vide a Tata Brand Equity and Business Promotion Agreement dated December 23, 1999. Our Company

vide the said agreement, can use and is associated with the Tata name, Mark and Marketing Indicia in respect of

our Company’s products and services or other uses as applicable.

Our Retail Formats and Related Strategies

Westside

The Westside brand accounts for over 80 percent of the Company’s revenues. Aspirational own brands form the

mainstay of the business with active control of the value chain with respect to design, branding, sourcing, logistics,

pricing, display, promotion and selling being a defining characteristic.

Westside has presence with 174 stores and online reach across India with exclusive listing through Tatacliq and

westside.com.

Differentiated business model

Over 99 percent of the product range retailed both in-store and online are accounted for by own brands. This

business approach has been more robust and sustainable than the department store models that predominantly retail

third party brands including from a ‘return on capital employed’ perspective. Empirical evidence also seems to

suggest that globally, retailers who control the entire value chain are relatively more successful.

Delivering exciting fashion brands

Unique and differentiated product offering, ownership of design and control of product value chain have proved to

be key levers for the business. Over time, Westside has evolved into a compelling destination offering an exciting

portfolio of exclusive fashion brands. These brands target defined customer segments and their unique needs,

fashion tastes and purchasing power. We continue to identify unaddressed customer segments and launch relevant

brands on an ongoing basis. We also continue to pursue the refresh/scale up of existing brand portfolio as fashion

trends and market evolve. Some of the key brands are Bombay Paisley, LOV, Wardrobe, Wunderlov, Zuba, Nuon,

Westport, Ascot, Utsa, Soleplay, Studiofit, Luna blu, ETAand Studio West.

Focus on quality & speed

Given the competitive environment and an audience with significant real-time exposure to global fashion trends,

Westside is increasingly focusing on rapid delivery of latest fashion, strong emphasis on freshness of the range

through the season and sharply reducing the “design to market” time window.

Highly Prominent stores and differentiated shopping experinece:

In an increasingly crowded marketplace, a differentiated shopping experience, both online and in-store, is of

paramount importance for reinforcing brand credentials. Statement making stores, presence in marquee locations,

striking window and in-store displays, exciting store ambience and convenience of shopping are some of the key

parameters that Westside emphasizes.

Operating Standards:

Westside seeks to actively refresh its offerings on an ongoing basis to synchronise with the latest fashion trends.

This is made possible through an on-going emphasis on leveraging our supply chain model coupled with rigorous


20

review. As we emphasise speed across the value chain, shrinkage cost is one of the bellwether measures with

respect to operating efficiency at stores and distribution centres and we have witnessed an improving trend in

shrinkage in the recent years.

Active Customer Listening & Engagement:

In-store activities and social media are being increasingly deployed as mechanisms for customer engagement,

customer listening and learning. Digital campaigns on relevant social media channels have become an integral

means to connect with our target audience. We leverage social media by using targeted tools such as Westside page

on Facebook & Instagram, StudioWest page on Facebook and Studio West tutorial videos on YouTube.

Separately, digital video campaigns promoting our power brands is an initiative which has been actively pursued

and has received very encouraging traction.

We also engaged with our customers through associations with fashion bloggers, vloggers, influencers and youth

events at specific colleges. The innovative usage of targeted communication methods enables us in connecting

with our customers better and enhancing customer satisfaction. Power targeting is used to run customised

campaigns for Weststyle Club. This has helped us in improving contribution of the active members and increasing

frequency of less active members.

Scaling up reach:

The Westside proposition continues to witness strong traction across diverse regions. Numerous micro-markets

with significant growth potential are emerging across India. Westside continues to monitor opportunities in these

micro-markets and establish presence as appropriate. Simultaneously, strategic properties in Tier 1 cities which fit

into our overall growth plan are also being pursued.

Fully integrated store and online:

Online fashion retailing is increasingly gaining traction in India. With an aim to address this fast-emerging market,

and especially to enable the convenience of our customers seeking to shop with us online, we have strengthened

the online offer on TataCLiQ - a Tata Group market place initiative. We have also pursued to increase the brand

visibility online and adopt an omni-channel approach to servicing our audience.Consitent with the approach

adopted by the Company, we have also enhanced the convenience for our target audience with an independent

shopping website -westside.com

Zudio

During FY 2017-18, the value fashion offering from the Star ecosystem was acquired by the Company from THPL.

The value fashion business is expected to present significant growth opportunities in the market and also afford

striking synergies with the existing fashion concepts of the Company.

Zudio addresses the fast and edgy fashion needs of the customers at sharper price points, with infrastructure and

backend processes closely aligned with Westside, which enables it to drive better efficiencies. It has presence

through 114 standalone stores as well as 19 Star locations. The Company sees value fashion as one of the growth

drivers in the medium to long term and intends to scale up the brand significantly in the coming years.

Striking fashion- sharper prices:

Zudio focuses on young and edgy fashion through a 100 percent own branded offering. The product range is curated

in-house in line with the latest fashion trends and at affordable prices. Apart from ensuring differentiated fashion

and experience for customers, active control of value chain is integral to evolving a sustainable business model for

the concept is gaining traction and has delivered encouraging results.

Vibrant stores:

Zudio stores present in striking locations offer compelling shopping experience for the targeted audience. The

concept is now profitable at the store level, notwithstanding the relatively young store portfolio

Star Bazaar

Trent Hypermarket Private Limited (THPL) operates its retail business under the Star banner and primarily

competes in the multi-brand food and grocery segment. THPL is positioned to provide a convenient modern

shopping environment for customers to shop multiple product categories, with a focus on service and quality.


21

Food & grocery accounts for over 50 percent of the retail market in India and is characterized by low organized

retail penetration. However, viable retailing in the space has been a challenge given relatively high occupancy

costs, energy charges, minimum wages and other operating expenses. Nevertheless, over time the opportunity is

seen to be substantial. In the foregoing context, THPL has adopted a calibrated approach to expansion in the recent

years and emphasized the evolution of a sustainable business model.

Currently THPL operates 51 stores in the cities of Bangaluru, Hyderabad, Kolhapur, Mumbai and Pune.

Seperaterly, FHL, a subsidiary of the Company also operates 8- star hypers/Market.

Fresh food & own branded offerings:

Star focuses on providing its customers quality & reasonably priced fresh produce. Over the time, it has positioned

itself as a distinct retailer famous for ‘Fresh Food’, which has proved to be the key footfall driver for the format.

We now directly engage with over 800 farmers and significant portion of vegetables and fruits are now directly

sourced and serviced through a network of collection and distribution centers.

We believe in own branded private label offerings as key to evolving a sustainable business model. In this context,

we have continued to focus on expanding our range of private label products. The plan is to continue expanding

own branded offerings by emphasizing the proposition of great quality at reasonable prices.

Geographical presence:

In terms of geographies, we have continued to pursue a clustered approach with stores in the states of Maharashtra,

Karnataka and Telangana with an aim of creating local scale and being closer to customers.

Omni channel presence:

During FY 2017-18, Starquik -the online grocery portal- was launched by FHL and THPL as whosale supply

partner.This has allowed the Company to leverage the capabilities and the infrastructure across channels.

Landmark

Landmark is an entertainment & leisure concept that offers a striking range of curated lifestyle products including

toys, frontlist books, stationery, latest gadgets and sports merchandise. Leveraging the strength of Westside’s

backend operations, the format has been able to drive synergies and contain overhead costs.

The principal measures pursued are:

Focus on new growth categories:

The product portfolio has been revamped to cater to emerging lifestyle trends and to stay relevant for our customers

with focus on trending product opportunities. Landmark is exploring a new exciting and vibrant store format with

interactive products in select micro-markets. Tech gadgets driven by lifestyle trends have been the fastest growing

category, followed by toys and sports merchandise. Frontlist books & stationery continue to be an integral part of

Landmark. In addition, an exciting range of gadgets and gaming products is now available online through Tatacliq.

Customer interactions:

Landmark’s positioning “For the Child in All of us” has been backed by a belief to create extensive & exclusive

customer engagements by creating instagrammable moments through events and activities in-store and on social

media platforms (Facebook & Instagram). These events and activities attracted over 3mn customers and followers

from all age groups to engage and interact with the brand with relevant content & launches. During the year under

review, Landmark conducted events such as the 26th edition of the Landmark quiz, Nerf Alpha Strike challenge,

Make your own Bookmark competition and Unicorn village activities in its stores for kids, creating memorable

moments amplified across stores and social media. Landmark also collaborated with publishers and celebrity

authors like Balraj Sahani, Durjoy Dutta, Milind Soman, Mandira Bedi and so on for book launches at the store.

These events encouraged and engaged a gathering of book lovers and brand loyalists.

Store portfolio:


22

Landmark business has 6 independent stores. In addition to the independent stores, Landmark merchandize is also

retailed through 9 SIS inside Westside. The intent is to focus efforts on select stores with potential for growth.

Main Objects of our Company

The Main objects for which our Company is established, as set out in its Memorandum of Association interalia

include:

1. To carry on the business of manufacturing, distilling, extracting, drawing, refining, purifying, buying, selling,

importing, exporting or in any other manner dealing in perfumes, cold and vanishing creams, snow, cosmetics,

face creams, pomades, lipsticks, rouges, nail varnish, face and talcum powders, ointments, hair oils,

shampoos, lotions, soaps, lavenders, toilet waters, eau de colognes, spirituous preparations, scents, odorous,

deodorants and other beauty products, toilet preparations and proprietary articles of whatsoever nature.

2. To carry on the business of merchandisers, designers, exporters, importers, buyers, sellers, producers,

manufacturers, brokers, buying agents, selling agents, commission agents, insurance agents, factoring agents,

distributors, stockists, retailers, wholesalers, agents, manufacturers’ representatives, merchants, storers,

packers, transporters and suppliers of and dealers in all types of materials, goods, articles, products, foods of

every sort, wares and merchandise and services of every class and descriptions raw, manufactured or produced

or available in any part of the world, whether for household, personal or for commercial purposes, including

but not restricted to textiles, natural or synthetic, fabrics, readymade garments, apparel, carpets, handicrafts,

real and imitation jewellery, ornaments, precious stones, and metals, pearls, gold, silver-plated articles and

wares, valuables, art and antiques, metals and minerals, toys, games, computer software, computer peripherals

and accessories and every other consumer goods and to undertake, carry on and execute all kinds of

commercial trading and other manufacturing operations and all business whether wholesale or retail usually

carried on by merchants.

3. To carry on the business of customers, robe, dressmakers and designers, tailors, silk mercers, makers,

suppliers and sellers of clothing, including undergarments, lingerie and trimming of every kind, furriers,

general drapers and dealers in fabrics and materials of all kinds.


23

PRINCIPAL SUBSIDIARIES OF TRENT

Trent Brands Limited (TBL)

Trent Brands Limited was incorporated on October 31, 1995, as a Private Limited Company under the Companies

Act, 1956 under the name Shine Marketing Private Limited. The name of the company was changed to Lakme

Brands Limited with effect from May 2, 1996. The name of the company was further changed to Trent Brands

Limited with effect from March 29, 2000.

The main object of TBL is to carry on the business of buy, sell, export, import, consultant, dealer in all types of

cosmetics and its allied products and to apply for and purchase or otherwise acquire and protect and renew in any

part of the world any patents, patents rights, brevets’d’ invention, trade marks, designs, formula, copy rights,

licenses, concessions and the like. The company owns a retail property at Chennai.

Board of Directors:

Mr. P. Venkatesalu – Director

Mr. P. K Anand – Director

Ms. Kalpana Merchant – Director

The registered office of TBL: 2nd Floor, Taj Building, 210 Dr.D N Road, Mumbai 400 001.

Equity Shareholding pattern as of date:

Shareholder No of Equity Shares of

₹10/- each

% of Voting Strength

Trent Limited together with nominee

shareholders

35,21,227 52.01

Fiora Business Support Services Ltd.

(Formerly Known as Westland Ltd)

32,49,580 47.99

Total 67,70,807 100.00

Nahar Retail Trading Services Limited (Nahar)

Nahar Retail Trading Services Limited was incorporated on August 4, 1971 under the Companies Act, 1956 under

the name Nahar Theatres Pvt. Ltd. The name of the company was changed to Nahar Retail Trading Services Private

Limited w.e.f. June 18, 2011. The name of the company further changed to Nahar Retail Trading Services Limited

on its conversion to a Public Limited Company on December 19, 2011.

The Main object of the company is to operate department store as a franchisee, purchase and take on lease or

otherwise acquire Lands & Properties and construct houses, offices, factories etc on any land of the company and

to sell, lease, exchange or otherwise deal in shares, debentures, securities and property of the company.

In September 2005, Trent Limited acquired 100% of the share capital of the company. Nahar is the owner of

premises at Delhi, where our Company’s “Westside Store” is located.

Board of Directors:

Mr. P. Venkatesalu – Chairman

Mr. S.W. Kamat – Director

Ms. Sandhya Kudtarkar - Director

Registered office of Nahar: 2nd Floor, Taj Building, 210, D.N. Road, Fort, Mumbai - 400 001. Maharashtra (India)


Shareholder No of Equity Shares of ₹ 1000/-

each

% of Voting Strength

Trent Limited together with

nominee shareholders

1,996 100.00


24

Common Wealth Developers Limited (CWDL).

Common Wealth Developers Limited is a company domiciled in India and incorporated under the provisions of

the Companies Act, 1956. The company is in the business of developing and managing properties.

Trent Limited acquired 100% of the share capital of CWDL in August 2020.

Board of Directors

Mr. P.K. Anand - Director

Mr. S.W. Kamat – Director

Ms. Kalpana Merchant- Director

Mr. Pratik Shah - Director

Registered Office: 210, Taj Building, D.N. Road, Fort, Mumbai, 400001

Equity Shareholding pattern as on date:


each

% of Voting

strength


shareholders

13,74,52,105 100.00

Fiora Business Support Services Limited (FBSSL)

Fiora Business Support Services Limited (Formerly known as Westland Ltd.) (FBSSL) was incorporated on 18th

July 2007. The name of the company was changed to Fiora Business Support Services Limited w.e.f. 20th April

2017. The company is engaged in providing accounting, payroll, merchandising, stock control and other anciliary

services.

Board of Directors:

Mr. P. Venkatesalu – Chairman

Mr. P. K. Anand - Director

Ms. Sandhya Kudtarkar- Director

Registered office of FBSSL: GAT No. 810/811, Village – Wagholi, Taluka-Haweli, Pune – Nagar Road,

Pune 412 207



each

% of Voting

strength


shareholders

1,14,08,138 100.00

Booker India Limited (BIL) (formerly Booker India Private Limited)

Booker India Limited (BIL) was incorporated on February 8, 2008. Our Company acquired 51% stake in BIL in

September 2019.

The main object of the company is to operate into wholesale trading of goods on cash and carry basis. The company

provides FMCG products into multiple categories viz food, non-food, softdrinks, staples, home care & personal

care products. These products are sold to registered customers like Kirana shops, restaurants, caterers, food joints

and other retail outlets.

Board of Directors:

Mr. P. Venkatesalu -Nominee Director

Ms. Kalpana Merchant -Nominee Director


25

Mr. Sanjay Rastogi -Nominee Director

Mr. Sumit Mitra- Nominee Director

Mr. Antony John Hoggett – Nominee Director

Mr. Abhijit Sen- Director

Mr. K. G. Krishnamurthy - Director

Registered Office: 2nd Floor, Taj Building, 210 Dr. D.N. Road, Fort, Mumbai – 400001

Equity Shareholding pattern as of date


₹10/- each

% of Voting strength


shareholders

22,44,62,291 51.00

Tesco Overseas Investments Limited 21,56,59,854 49.00

Booker Satnam Wholesale Limited (formerly Booker Satnam Wholesale Private Limited)

Booker Satnam Wholesale Limited (BSWL) was incorporated on February 21, 2011.

The Main object of the company is to operate into wholesale trading of goods on cash and carry basis. The company

provides FMCG products into multiple categories viz food, non-food, softdrinks, staples, home care & personal

care products. The products are sold to registered customers like Kirana shops, restaurants, caterers, food joints

and other retail outlets.

Board of Directors:

Mr. Sanjay Rastogi -Director

Mr. Sumit Mitra- Director

Mr. Abhijit Sen- Director

Registered Office: 2nd Floor, Taj Building, 210 Dr. D.N. Road, Fort, Mumbai – 400001

Equity Shareholding pattern as of date


₹10/- each


Booker India Limited together with


42,953,498 100.00

Fiora Hypermarket Limited (FHL)

Fiora Hypermarket Limited was incorporated on March 18, 2014.

The Main object of the company is to acquire and/or establish, operate and maintain retail business including

supermarket, hypermarket, chainstores, departmental stores, discount stores, speciality stores, undertaking

retailing, trading, merchandising, franchising, wholesale outlet to sell own products, branded products, supply

chain management, online trading system.

The company operates a multi-format retail business under the "Star" banner as Star Hyper & Star Market in the

states of Maharashtra and Gujarat through 11 stores, as on 31st March 2021, which primarily deals in the food,

grocery, apparels and daily need products.

Board of Directors:

Mr. P.K. Anand - Director

Mr. P. Venkatesalu - Director

Mr. Sanjay Rastogi -Director


26

Registered office of FHL: C-60/G Block, Trent House, Bandra Kurla Complex, Near City Bank, Bandra (E),

Mumbai 400051



₹10/- each


Booker India Limited together with


1,47,25,803 100.00

Fiora Online Limited (FOL)

Fiora Online Limited (FOL) was incorporated on 28th December 2017.

The main object of the company is retailing including e-retail, ecommerce etc in all types of goods, merchandise

and commodities and services.

The company has its online presence in E-commerce space through www.starquik.com and focuses on serving the

food and grocery requirements of the customers in Mumbai, Bangalore, Pune, Hyderabad and Ahmedabad. The

company has its business with its brand name - StarQuik.

Board of Directors:

Mr. P. Venkatesalu - Director

Mr. S.W. Kamat - Director

Mr. P.K Anand- Director

Ms. Kalpana Merchant- Director

Mr. J. C. Bham- Director

Registered office of FOL: 2nd Floor, Taj Building, 210 Dr. D.N. Road, Fort, Mumbai - 400001


Shareholder No of Equity Shares of ₹ 10/-each % of Voting strength

Booker India Ltd together with


1,50,000 75.00

Mr. Gaurav Juneja 25,000 12.50

Mr. Radhakrishnan 25,000 12.50

Trent Global Holdings Limited (TGHL)

Trent Global Holdings Limited (TGHL) was incorporated on 22nd July 2008. The Main object of the company is

that of an investment holding company.

Board of Directors:

Mr. Jimmy Wong - Director

Mr. P. Venkatesalu – Director

Mr. Mike Mootien- Director

Registered office of TGHL: DTOS Ltd. 4th Floor, IBL House, Caudan, Port Louis, Republic of Mauritius.


Shareholder No of Equity Shares of USD $ 1/-

each


Trent Limited 9,20,000 100.00


27

(ii) CORPORATE STRUCTURE

As on 31sr March 2021

(iii) KEY OPERATIONAL AND FINANCIAL PARAMATERS

Financial Information – Consolidated basis:

(₹In Crores)

Parameters FY20-21 FY19-20 FY18-19

Networth 2313.03 2387.77 1646.51

Total Debt 2963.62 2618.55 494.14

Of which – Non Current Maturities of

Long Term Borrowings - 299.74 299.56

Non Current lease Liabilities 2587.18 2225.34 0.00

Short Term Borrowings - - 94.62

– Current Maturities of

Long Term Borrowings 299.93 - 99.96

Current lease Liabilities 76.51 93.47 0.00

Net Fixed Assets 843.31 776.19 749.36

Non Current Assets 3477.07 3027.03 931.07

Cash and Cash Equivalents 75.63 56.00 51.46

Current Investments 670.66 778.87 78.70

Current Assets* 657.06 868.58 748.16

Current Liabilities ** 375.00 393.81 379.44

Net Sales 2546.90 3441.31 2,585.75

EBITDA 301.13 658.03 256.89

EBIT 43.83 410.79 205.22

Interest 248.65 245.80 36.75

PAT (181.13) 105.98 94.84


28

Dividend amounts 35.55 52.08 46.07

Current ratio 1.75 2.21 1.97

Interest coverage ratio 0.18 1.67 5.58

Gross debt/equity ratio 1.28 1.10 0.30

Debt Service Coverage Ratio 0.13 0.67 0.63

*Excluding current investment and cash and cash equivalents.

** Excludes short term borrowings , Current portion of long term borrowings and current lease liabilities.

(iv) DEBT EQUITY RATIO PRIOR TO AND AFTER THE ISSUE

Debt- Equity Ratio

(₹ In Crores)

Particulars Prior to

the Issue Post the Issue

Secured Loans/ Debentures - -

Unsecured Loans/ Debentures** 2963.62 3463.62

Total Debt 2963.62 3463.62

Equity Share Capital 35.55 35.55

Other Equity* 2277.48 2277.48

Total Shareholders’ Fund 2313.03 2313.03

Debt-Equity Ratio (Number of

Times) 1.28 1.50

* The total debt and the total Shareholders funds have been calculated based on the number as on 31st March 2021.

** Unsecured Loans/Debentures incudes lease liability of Rs 2663.69 Cr

(v) PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS.

The proceeds of the issue are not used for funding of new projects.


29

IV. BRIEF HISTORY OF ISSUER SINCE INCORPORATION ______________________________

i. History and Evolution

▪ Our Company was incorporated as Lakme Limited (Lakme) on 5th December, 1952. It was promoted by The

Tata Oil Mills Company Limited (TOMCO) as its wholly owned subsidiary. Lakme was in the business of

manufacturing, sale and export of cosmetics, toiletries and perfumery products. The name of Lakme was

changed from Lakme Limited to Lakme Private Limited in December 07, 1954.

▪ In 1981, Lakme set up a separate pharmaceutical division called Tata Pharma for the manufacture, sale and

export of drugs and pharmaceutical products.

▪ In 1982, Lakme became a listed public company, pursuant to the public issue of equity shares and divestment

by TOMCO of part of its stake in Lakme.

▪ In 1989, Lakme set up Lakme Exports Limited (Lakme Exports) a 100% export-oriented unit in the Kandla

Free Trade Zone. Lakme Exports was a 100% subsidiary of Lakme.

▪ In 1990, Lakme, through its Subsidiary Lakme Exports, acquired control and management of a company

called Miaami Pharma and Chemicals Private Limited (MPCL), which was engaged in the manufacture and

sale of intravenous fluids.

▪ In 1993, Tata Oil Mills Company Limited was acquired by Hindustan Lever Limited (HLL). The shares of

Lakme held by TOMCO were acquired by Tata Sons Limited (TSL) by virtue of which TSL became Promoter

of Lakme.

▪ In the year 1994, MPCL amalgamated with Lakme.

▪ Tata Pharma, the pharmaceutical division of Lakme, was transferred, as a going concern to a separate

Company called Tata Pharma Limited, with effect from 1st April 1995. However, Lakme retained the MPCL

operations.

▪ With effect from 1st January 1996, the sales and marketing infrastructure of Lakme and its subsidiary were

transferred to a joint venture company called Lakme Lever Limited (Lakme Lever), which was a joint venture

between Lakme and Hindustan Lever Limited (HLL), with each party holding 50% of the equity capital of

the joint venture company. At the same time, Lakme also transferred its brands, technologies and related

intellectual properties to its 100% subsidiary called Lakme Brands Limited (Lakme Brands).

▪ With effect from 1st September 1996, the MPCL Division was transferred to Bal Pharma Limited, as a going

concern.

▪ In 1998, Lakme decided to divest from its cosmetics business and accordingly transferred its entire holding

in the capital of Lakme Lever to HLL. Lakme also transferred its manufacturing facilities situated at Deonar,

Mumbai to HLL. Lakme Exports transferred its manufacturing activities situated at the Kandla Free Trade

Zone to HLL. The trademarks and other intellectual properties held by Lakme Brands were also transferred

to HLL.

▪ Having divested from the cosmetic business, the management of Lakme saw a huge opportunity in the area

of apparel retailing, given the absence of established brands in areas like ladies wear, kids wear, household

and gift articles. It was therefore decided that Lakme would establish a strong presence in the apparel and soft

goods retailing market by opening a chain of Departmental Stores across the country, while catering to

requirements of customers in men’s wear, ladies wear, kids wear, play shop, household, gift shop and lingerie.

With this objective, in March 1998, Lakme acquired 100% Equity Shares of Littlewoods International (India)

Private Limited (LIIPL) from Littlewoods International Limited, U.K. LIIPL was in the business of retailing

of readymade garments for men, ladies and children, household and gift items, accessories etc.

▪ With effect from 1st January 1998, Lakme Exports was amalgamated with LIIPL and the merged entity was

named as Trent Limited.

▪ Trent Limited, formerly known as Littlewoods International (India) Limited was amalgamated with Lakme,

with effect from 1st July 1998 and the name of Lakme Limited was changed to Trent Limited.

▪ In September 2002, our Company along with its subsidiary, Trent Brands Limited acquired shares in the

capital of Fiora Services Limited (FSL), thereby making FSL a subsidiary of our Company. FSL is engaged

in the business of sourcing, warehousing and clearing and forwarding services.

▪ In September 2004, our Company acquired 100% of the share capital of Satnam Developers & Finance Private

Limited (SDFPL). SDFPL was engaged in the business of development of commercial property.

▪ In October, 2004 our Company entered the mass-retailing segment by opening a hypermarket store under the

name and style of STAR INDIA BAZAAR, at Ahmedabad.

▪ In August 2005, Fiora Link Road Properties Limited (FLRP) was formed. Entire share capital of FLRP was

held by our Company. FLRP was engaged in the business of development of commercial property.

▪ In August 2005, our Company entered the books and music retail market with the acquisition of 75% share in

Landmark, a partnership firm and further acquired a 3% share in March 2006. With effect from March 31,

2006, Landmark was converted into limited company- Landmark Limited (Landmark).

▪ In September 2005, our Company acquired 100% of the share capital of Nahar Theatres Private Ltd (Nahar).

▪ During February 2007, Landmark acquired 2,40,000 equity shares (52.18%) of East West Books (Madras)

Private Limited (East West) for a total consideration of ₹1,14,76,800 making it a subsidiary of Landmark.


30

▪ Effective 1st August 2008, our Company transferred on a going concern basis, its hypermarket business to its

subsidiary, Trent Hypermarket Limited.

▪ In FY08, our Company has entered into a franchise agreement with Tesco Plc, UK’s leading retailer, one of

the world’s top three international retailers, for the Star Bazaar business.

▪ In FY09, our Company has entered into a MOU with the Inditex group forming a 51% (Inditex); 49% (Trent)

Joint Venture to develop and promote Zara stores in India. Inditex is one of the world’s biggest fashion

retailers from Spain.

▪ Our Company has amalgamated its wholly owned subsidiary Satnam Developers and Finance Private Limited

and Satnam Realtors Private Limited in which Satnam Developers and Finance Limited held a 50% Stake.

The amalgamation has become effective vide the Bombay high court order w.e.f. 12th March, 2010.

▪ Our Company has aquired all the shares of Optim Estates Private Limited on 30th April, 2010, thereby making

Optim Estate Private Limited a wholly owned subsidiary of the Company.

▪ Optim Estate Private Limited has been amalgamated with Trent Hypermarket Private Limited (the erstwhile

100% subsidiary of the Company), w.e.f. 20th September, 2010.

• Our Company has amalgamated its wholly owned subsidiaries, Landmark Limited, Fiora Link Road

Properties Limited and Trexa ADMC Pvt. Ltd.vide the Bombay high order w.e.f. 21st March, 2014.

• Trent Hypermarket Private Limited, an ertwhile 100% subsidiary of the Company is now a Joint Venture with

Tesco PLC w.e.f. 3rd June, 2014 consequent to Tesco Overseas Investments Limited (“Tesco Overseas”), a

wholly owned subsidiary of Tesco PLC, UK having purchased part of the equity shares earlier held by the

Company in THPL and subscription to additional shares there after. The Company and Tesco Overseas

currently hold a 50% stake each in THPL.

• Tesco Hindustan Wholesaling Private Limited (THWPL) and Virtuous Shopping Centre Limited (VSCL) the

wholly owned subsidiary of THPL got amalgamated with THPL pursuant to the scheme of amalgamation

being approved by the Hon’ble High Court of Bombay vide its order dated 8th September, 2015 & Karnataka

High Court vide its order dated 13th November, 2015.

• Westland Limited was the 97% subsidiary of the Company. In FY 2015-16 Amazon.com NV Investment

Holdings LLC acquired a 26.03% percent stake on a fully diluted basis in Westland by investing a sum of ₹

9.5 crores.

• Landmark E-tail was a wholly owned subsidiary of the Company. On 11th June, 2015 Tata Unistore Limited,

subsidiary of Tata Industries Limited, has acquired the entire share capital of Landmark E-tail Limited.

• On 27th October, 2016, Westland Ltd. entered in to share purchase agreement with Amazon.com to dispose

off its publishing business under the slump sale business arrangement. The disposal/sales was completed on

24th January 2017 on which date control of the publishing business passed to acquirer. Subsequently, Westland

Limited changed its object to provide business support services. The name of Westland Limited was changed

to Fiora Business Support Services Ltd. w.e.f. 20th April 2017.

• W.e.f. 1st October 2017, the Company has acquired value fashion business (Zudio) from Trent Hypermarket

Pvt. Ltd, a joint venture of the Company.

• The Company acquired 51% stake in Booker India Limited (BIL) (formerly known as Booker India Private

Limited) in September 2019.

• Fiora Services Limited (FSL) merged with Fiora Business Support Services Limited w.e.f. 23rd May 2020,

pursuant to the order of National Company Law Tribunal. FSL thus ceased to be the subsidiary of the

Company from the said date.

• The Company acquired 100% stake in Common Wealth Developers Limited in August 2020.

ii. Capital Structure

Details of Share Capital as on 31st March, 2021:

Share Capital Amount (₹ in crores)

Authorised

47,25,00,000 Equity Shares of ₹1/- each 47.25

30,00,000 Unclassified Shares of ₹ 10/- each 3.00

16,30,000 Preference Shares of ₹ 100/- each 16.30

70,000 Redeemable Preference Shares of ₹ 1,000 each 7.00

1,20,00,000 Cumulative Convertible Preference Shares of ₹ 10 each 12.00

Total 85.55

Issued, Subscribed and Paid up Share Capital

35,54,87,461 Equity Shares of ₹ 1/- each fully paid up 35.55

Total 35.55

iii. Changes in the Capital Structure (Authorised Share Capital) as on the date of the Disclosure

Document for the last five years:


31

Date of Change

(AGM/EGM)

Amount (₹ in crores) Particulars

* March 21, 2014 47.25 4,72,50,000 Equity Shares of ₹10/- each

3.00 30,00,000 Unclassified Shares of ₹ 10/- each

16.30 16,30,000 Preference shares of ₹ 100/-each

7.00 70,000 Preference Shares of ₹ 1000/- each

12.00 1,20,00,000 Cumulative Convertible Preference Shares of

₹ 10/- each

85.55

**August 12, 2016 47.25 47,25,00,000 Equity Shares of ₹1/- each

3.00 30,00,000 Unclassified Shares of ₹ 10/- each

16.30 16,30,000 Preference shares of ₹ 100/-each

7.00 70,000 Preference Shares of ₹ 1000/- each

12.00 1,20,00,000 Cumulative Convertible Preference Shares of

₹ 10/- each

85.55

*Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Pvt Limited have been merged with

the Company vide order of Bombay High Court dated 21st March, 2014. In terms of the scheme of merger

authorized share capital of Landmark Limited, Fiora Link Road Properties Limited and Trexa ADMC Pvt Limited

have been added to the authorized share capital of the Company.

** During the year 2016-17, the Company had sub divided its equity shares having face value of ₹ 10/- each in to

equity shares having face value ₹ 1/- each.

iv. Equity Share Capital History of the Company as on 31st March, 2021 for the last five years::

Date of

Allotment

No. of

Equity

Shares

Face

Value

(₹)

Issue

Price

(₹)

Considerati

on (Cash,

other than

cash, etc)

Nature of

allotment

Cumulative

No. of

Equity

Shares

Equity

Share

Capital

(₹ in

Crores)

Equity

Share

Premiu

m (₹ in

Crores)

August 6th

,2019

2,31,70,731 1 410 Cash Preferntial

allotment to

Tata Sons

Pvt. Ltd.

35,54,87,461 35.55 1,924.30

v. Details of Acquisition or Amalgamtion in the last one year:

During the FY 2020-21, the Company had acquired equity stake in Common Wealth Developers Ltd. from Trent

Hypermarket Pvt Ltd, a joint venture of the Company.

Fiora Services Limited merged with Fiora Business Support Services Limited w.e.f. 23rd May 2020, pursuant to

the order of National Company Law Tribunal.

vi. Details of Reorganisation or Reconstruction in the last one year:

No re-organisation or re-construction has been undertaken by the Company in the last one year.


32

V. SHAREHOLDING PATTERN OF THE COMPANY________________________________

(i) Shareholding Pattern of the Company as on 31st March 2021

Sr.

No.

Particulars Total No. of Equity

Shares of ₹ 1/- each

No. of shares in demat

form

Total

Shareholding as

a % of total no.

of equity shares

(A) Promoter and Promoter

Group

(1) Indian

(a) Individuals / Hindu

Undivided Family

- - -

(b) Central Government / State

Governments(s)

- - -

(c) Bodies Corporate 13,15,50,881* 13,15,50,881* 37.01

(d) Financial Institutions /

Banks

- - -

(e) Any Other (specify) - - -

Sub-Total (A) (1) 13,15,50,881* 13,15,50,881* 37.01

(2) Foreign

(a) Individuals (Non-Resident

Individuals / Foreign

Individuals)

- - -

(b) Government

(c) Institutions - - -

(d) Foreign Portfolio Investor - - -

(e) Any Other (specify) - - -

Sub-Total (A) (2) - - -

Total Shareholding of Promoter

and Promoter Group (A) =

(A)(1) +(A)(2)

13,15,50,881 13,15,50,881 37.01

(B) Public Shareholding

(1) Institutions

(a) Mutual Funds / UTI 2,11,27,506 2,11,24,406 5.94

(b) Venture Capital Funds 0 0 0.00

(c) Alternate Investment Funds 14,99,267 14,99,267 0.42

(d) Foreign Venture Capital

Investors

0 0 0.00

(e) Foreign Portfolio Investors 10,63,02,336 10,62,97,836 29.90

(f) Financial Institutions /

Banks

22,618 15,788 0.01

(g) Insurance Companies 1,38,42,103 1,38,42,103 3.89

(h) Any Other 0 0 0.00

Sub-Total (B) (1) 14,27,93,830 14,27,79,400 40.17

(2) Central Government /

State

Governments(s)/President

of India

- - -

Sub-Total (B) (2) - - -

(3) Non-Institutions

(a) Individuals - 4,98,72,936 4,64,17,392 14.03

i. Individual shareholders

holding nominal share

capital up to ₹ 2 lakhs.

4,61,36,783 4,26,81,239 12.98

ii. Individual shareholders

holding nominal share

capital in excess of ₹ 2

lakhs.

37,36,153 37,36,153 1.05

(b) NBFCs registered with RBI 51,655 51,655 0.01

(c) Employee Trusts - - -


33

(d) Overseas Depositories

(holding DRs) (balancing

figure)

- - -

(e) Any Other 3,12,18,159 3,11,49,999 8.78

Sub-total (B) (3)

8,11,42,750

7,76,19,046 22.83

Total Public Shareholding (B)=

(B)(1) +(B)(2) +(B)(3)

22,39,36,580

22,03,98,446

62.99

Total (A) + (B) 35,54,87,461

35,19,49,327

100.00

(C) Non Promoter- Non

Public

(1) Shares underlying DRs - - -

(2) Shares held by Employee

Benefit Trust

- - -

Total Non-Promoter – Non

Public (C) = (C)(1) + (C)(2)

- - -

GRAND TOTAL (A)+(B)+(C) 35,54,87,461

35,19,49,327

100.00

Note:

None of the Shares have been pledged or encumbered by the promoters of the Company.

*2,31,70,731 equity shares allotted to Tata Sons Private Limited on 6th August 2019, pursuant to the preferential

issue are held under lock in.

(ii) List of top 10 holders of Equity Shares of the Company as on 31st March 2021

Sr.

No.

Name of the

Shareholders

Total No. of Equity

Shares of Re. 1/- each*

No. of Shares in demat

form*

Total

Shareholding

as % of total

no of Equity

Shares

1 Tata Sons Private Limited 11,53,40,341 11,53,40,341 32.45

2 Arisaig India Fund Limited 1,89,90,105

1,89,90,105

5.34

3 Dodona Holdings Limited 1,60,95,514

1,60,95,514

4.53

4 Tata Investment

Corporation Limited

15,20,7540 1,52,07,540 4.28

5 Amansa Holdings Private

Limited

83,68,534

83,68,534

2.35

6 Prazim Trading And

Investment Co. Pvt. Ltd.

75,26,806

75,26,806

2.12

7 St. James'S Place Emerging

Markets Equity Unit Trust

Managed By Wasatch

Advisors Inc

59,17,144 59,17,144 1.66

8 Derive Trading And

Resorts Private Limited

54,21,131

54,21,131

1.52

9 Hdfc Life Insurance

Company Limited

52,47,585

52,47,585

1.48

10. Sbi Life Insurance Co. Ltd 39,60,640

39,60,640

1.11

*Shareholding is consolidated based on Permanent Account Number of the shareholders.


34

VI. DETAILS OF THE DIRECTORS OF THE ISSUER_______________________________________

Under the Company’s Articles of Association, the number of Directors of our Company cannot be less than three

or more than 12. At present there are 8 Directors. Our Company’s Articles of Association provide that the Board

of Directors of Tata Sons Private Limited (TSPL) has the right to nominate one Director (“Special Director”) to

the Board. Mr. Noel Naval Tata, TSL’s nominee is the current Special Director. A Director appointed as a Special

Director shall not be liable to retire by rotation or subject to the provision of the Act be removed from the office

except by Tata Sons Private Limited or its nominees or its successors. In addition, our Company’s Articles of

Association provide that its debenture holders have the right to nominate a Director (the “Debenture Director”) if

the trust deeds relating to debentures require the holders to nominate a Director. Currently there is no Debenture

Director appointed.

i. The Board of Directors currently is composed of the following persons:

Name, Designation

and DIN

Age Address Director of the

Company since

Details of other directorship as on 31st

March 2021*

Mr. Noel Naval Tata

Non-Independent Non

Executive Chairman

DIN: 00024713

64 Windmere, Cuffe

Parade, Colaba,

Mumbai 400 005

19.08.2010 Kansai Nerolac Paints Limited

Voltas Limited

Tata Investment Corporation Limited

Titan Company Limited

Tata International Limited

Trent Hypermarket Private Limited

Inditex Trent Retail India Private Limited

Retailers Association of India

The Cricket Club of India Limited

(Representative of Sir Dorabji Tata Trust

on the Executive Committee)

Mr. Bhaskar Bhat

Non-Independent Non

Executive Director

DIN: 00148778

67 No. 884, Chaitanya

Plot, Indiranagar 1st

stage,

Bangalore 560038

27.09.2010 Titan Company Limited

Rallis India Limited

Tata SIA Airlines Limited

Bosch Limited

Tata Sons Private Limited

Carat Lane Trading Private Limited

Mr. Bahram Navroz

Vakil

Independent Non

Executive Director

DIN:00283980

63 Flat No.2, Ground

Floor, Wadia House

22, Hughes Road. 5,

Khareghat Colony

Mumbai 400007

25.06.2012** Peninsula Trustee Limited

Voltas Limited

Axis Capital Limited

Sashakt India Asset Management Limited

Bodhi Global Services Private Limited

Grameen Capital India Private Limited

Ge-Hitachi Nuclear Energy India Private

Limited

Inarco Private Limited

Cashpor Financial And Technical

Services Private Limited

Eversource Capital Private Limited

Kaleidofin Private Limited

Indian Council on Global Relations

Centre for Advancement Of Philanthropy

Cashpor Micro Credit

World Monuments Fund India

Association

Aayusha Foundation

Mr. Harish

Ramananda Bhat

Non-Independent Non

Executive Director

DIN: 00478198

58 A-2303 Tower A,

Ashok Towers, Dr.

Babasaheb

Ambedkar Marg,

Opp. Baharatmata

Cinema, Parel,

01.04.2014 Tata Coffee Limited

Tata Starbucks Private Limited

Tata Unistore Limited

Tata AIA Life Insurance Co. Ltd.

The Advertising Standards Council of

India


35

Mumbai 400012 Infiniti Retail Limited

Ms. Sonia Singh

Independent Non

Executive Director

DIN: 07108778

57 2007 Imperial

Towers, North

Tardeo,

B. B. Nakashe

Marg, Opp.

Mahindra Heights

Mumbai

400034

03.03.2015@ Axis Asset Management Company

Limited

Kansai Nerolac Paints Limited

Raymond Consumer Care Limited

Mr. Jayesh Merchant

Independent Non

Executive Director

DIN: 00555052

63 4, Sai Manzil, 18,

Altamount Road

Gowalia Tank,

Mumbai - 400026

07.08.2020# Quasar Consolidated Services Private

Limited

Bharat Serums and Vaccines Limited

Manjushree Technopack Limited

RA Chem Pharma Limited

ZCL Chemicals Limited

Kotak Mahindra Trustee Company

Limited

Ms. Susanne Given

Independent Non

Executive Director

DIN: 08930604

56 19, Burgh Heath

Road, Epsom, KT17

4LP, Epsom

United Kingdom

17.11.2020## -

Mr. Venkatesalu

Palaniswamy

Non –Independent

Executive Director

(Finance) & CFO

DIN: 02190892

44 409/410, Bunglow

22, Bharat Tirtha

Society, Sion

Trombay Road,

Chembur, Mumbai

400071

01.06.2015$ Trent Hypermarket Private Limited

Inditex Trent Retail India Private Limited

Fiora Business Support Services Limited

Massimo Dutti India Private Limited

Simto Investment Co Ltd

Nahar Retail Trading Services Limited

Trent Brands Limited

Fiora Hypermarket Limited

Fiora Online Limited

Booker India Limited (formerly Booker

India Private Limited)

* includes Indian Companies only

** The first term of Mr. B.N. Vakil as an Independent Director was w.e.f. 14th August 2014 up to 13th August

2019. Mr. B. N. Vakil was re-appointed as an Independent Director of the Company for a second term w.e.f. 14th

August 2019 to 24th June 2022

@ The first term of Ms. Sonia Singh as an Independent Director was w.e.f 3rd March 2015 upto 2nd March 2017.

Ms. Sonia Singh was re-appointed as an Independent Director of the Company for a second term w.e.f. 3rd March

2017 to 2nd March 2022.

# Mr. Jayesh Merchant is appointed as Independent Director w.ef. 7th August 2020, subject to the approval of the

shareholders at the ensuing Annual General Meeting of the Company in 2021.

## Ms. Susanne Given is appointed as Independent Director w.ef. 17th November 2020, subject to the approval of

the shareholders at the ensuing Annual General Meeting of the Company in 2021.

$ Mr. Venkatesalu Palaniswamy is re-appointed as Executive Director (Finance) & CFO of the Company w.e.f. 1st

June 2018 to 31st May 2023.

ii. Names of the current directors who are appearing in the RBI defaulter list and or ECGC default list, if

any:

None of the current directors are appearing in the RBI defaulter list and or ECGC default list.


36

iii. Details of change in directors since the last three years:

Name, Designation & DIN Date of Appointment/Resignation Director of the

Company since (in

case of resignation)

Mr. Venkatesalu Palaniswamy

Non –Independent Executive

DIN:02190892

Appointed w.e.f. 01.06.2015

Re-appointed w.e.f. 01.06.2018

-

Mr. Zubin Soli Dubash

Independent Non Executive Director

DIN: 00026206

Re-appointed for second term as an

Independent Director w.e.f. 14.08.2019 upto

25.04.2020

Ceased w.e.f. 26.04.2020

-

Mr. Abhijit Sen


DIN:00002593



17.11.2020

Ceased w.e.f. 18.11.2020

-

Mr. Simon Norman Susman


DIN: 03503013



10.05.2021

Ceased w.e.f. 11.05.2021

-

Mr. Philip Noel Auld

Executive Director

DIN: 03543080

Re-appointed as an Executive Director w.e.f.

01.05.2020

Retired w.e.f. 01.05.2021

-

VII. AUDITORS OF THE COMPANY_________________________________________________________

(i) Details of the Auditors of the Company;-

Name Address Date of

appointme

nt /

resignation

Auditor since

(in case of

resignation)

Remarks

Deloitte Haskins &

Sells LLP, Chartered

Accountants

ASV Ramana Tower. 52

Venkatnaryana Road, T Nagar,

Chennai 600017

August 1,

2017

- Appointed at the Annual

General Meeting of the

Company held on 1st August

2017 for a period of five

years

(ii) Details of change in auditor since last three years;- None


37

VIII. DETAILS OF BORROWINGS________________________________________________________

i. Details of secured loan facilities as on 31st March 2021: None

ii. Details of unsecured loan facilities as on 31st March 2021: None

iii. Details of the NCDs as on 31st March 2021:

Debenture

Series

Tenor/ Period

of Maturity

Coupon

Rate

Amount

(₹ in

crores)

Date of

Allotment

Redemptio

n Date

Credit

Rating

Secured/

Unsecured

Security

8.75%

TRENT

2021

3 years 8.75%

p.a.

300 26.07.2018 26.07.2021 CARE

AA+

Unsecured -

iv. Highest 10 Holders of each series of Debentures

List of Top 10 holders of Unsecured Listed Rated Redeemable Non Convertible Debentures aggregating to

₹ 300 Crores issued on 26th July 2018 on Private Placement basis, as on 31st March 2021

Sr.

No.

Name of Debenture

holders

Tenor /

Period of

Maturity

Coupon Amount

(₹ in

Crores)

Date of

Allotment

Redemption

Date /

Schedule

Credit

Rating

Secured /

Unsecured

Security

1 Kotak Mahindra Bank

Limited

3 years 8.75%

300 26.07.2018 26.07.2021 CARE

AA+

Unsecured

None

v.The amount of Corporate Guarantee given by the Company along with the name of the counterparty on

behalf of whom it has been issued: There is no outstanding corporate guarantee given by the Company as on

31.03.2021.

vi. Detail of Commercial paper as on 31st March 2021 : None

vii. Details of rest of the borrowings of the Company as on 31st March 2021: NIL

viii. Details of default/s and/or delay in payments of interest and principal of any kind of term loans, debt

securities and other financial indebtedness including corporate guarantee issued by the Company in the

past 5 years.

The Company hereby declares that there has been no default/s and or delay in payments of interest and principal

of any kind of term loan, debt securities and other financial indebtness including corporate guarantee issued by the

Company in the past 5 years.

ix. Details of any outstanding borrowings taken/debt securities issued where taken/ issued (1) for

consideration other than cash, whether in whole or part (ii) at a premium or discount, or (iii) in

pursuance of an option

The Company hereby confirms that it has not issued any debt securities/taken borrowings or agreed to issue any

debt securities/take borrowings for consideration other than cash, whether in whole or in part, at a premium or

discount or in pursuance of an option.

IX. DETAILS OF PROMOTERS OF THE COMPANY AS ON 31st Mach, 2021____________________

Sr.

No.

Name of the Shareholders Total No. of

Equity Shares

No. of shares in

demat form

Total

Shareholding

as % of total no

of Equity Shares

No. of

Shares

pledged

% of Shares

pledged with

respect to

shares owned

1 Tata Sons Private Limited

(Promoter)

11,53,40,341 11,53,40,341 32.45 - -

2 Tata Investment Corporation

Limited#

15,20,7540 1,52,07,540 4.28 - -

4 Ewart Investments Limited# 10,00,000 10,00,000 0.28 - -

5 Titan Company Limited# 3,000 3,000 0.00 - -

TOTAL 13,15,50,881 13,15,50,881 37.01 - -

# Promoter Group


38

X. ABRIDGED VERSION OF AUDITED CONSOLIDATED (WHEREVER AVAILABLE) AND

STANDALONE FINANCIAL INFORMATION (LIKE PROFIT & LOSS STATEMENT, BALANCE

SHEET AND CASH FLOW STATEMENT) FOR AT LEAST LAST THREE YEARS AND AUDITOR

QUALIFICATIONS , IF ANY.

Audit Qualification : NIL

FINANCIALS ARE ENCLOSED BELOW AND AS ANNEXURE III


39

Consolidated Balance sheet for last three years

Rs. In Crores

ParticularsAs at

31st March 2021

As at

31st March 2020

As at

31st March 2019

I. ASSETS

Non-Current Assets

Property, Plant and Equipment 640.45 654.64 561.49

Capital work-in-progress 107.98 23.32 87.18

Investment Property 28.11 28.76 32.48

Goodwill on Consolidation 27.19 27.19 26.15

Other Intangible Assets 39.58 42.27 42.06

Right of Use Assets 2318.49 1985.57 -

Financial Assets

(i) Investments 816.63 735.91 804.13

(ii) Loans

Loan Considered good -Unsecured 2.35 2.34 2.27

(iii) Others 72.28 76.07 30.40

Deferred Tax Assets (Net) 114.52 110.40 -

Other Non-Current Assets 152.80 116.75 94.27

Total Non-Current Assets (A) 4320.38 3803.22 1680.43

Current Assets

Inventories 428.39 607.81 497.01

Financial Assets

(i) Investments 670.66 778.87 78.70

(ii) Trade receivables

Trade Receivables considered good-Unsecured 20.77 17.12 16.54

Trade Receivables- credit Impaired

(iii) Cash and Cash Equivalents 75.63 56.00 51.46

(iv )Bank Balances other than (iii) above 5.84 5.41 2.77

(v) Loans

Loan Receivables considered good - Secured 25.00 25.00 25.00

Loan Receivables considered good - Unsecured 1.04 60.98 5.33

Loan Receivables -credit impaired

(vi) Others 55.50 39.09 119.75

Current Tax Assets (Net) 4.52 23.45 10.75

Other Current Assets 106.03 83.28 71.02

Assets held for sale 9.97 6.45

Total Current Assets (B) 1403.35 1703.46 878.33

Total Assets (A+B) 5723.73 5506.68 2558.76

II. EQUITY AND LIABILITIES

Equity

Equity Share Capital 35.55 35.55 33.23

Other Equity 2277.48 2352.22 1613.28

Non Controlling Interest 44.49 79.59 -2.90

Total Equity (C) 2357.52 2467.36 1643.61

LIABILITIES

Non-Current Liabilities

Financial Liabilities

(i) Borrowings - 299.74 299.56

(ii) Other Financial Liabilities 2592.13 2227.20 0.41

Provisions 13.98 18.21 15.64

Deferred Tax Liabilities (Net) - - 25.48

Other Non-Current Liabilities 8.66 6.90 0.03

Total Non-Current Liabilities 2614.77 2552.05 341.12

Current Liabilities


(i) Borrowings - - 94.62

(i) Trade payables

Total outstanding dues of micro enterprises and small enterprises 9.59 18.87 14.30

Total outstanding dues of creditors other than micro enterprises

and small enterprises 264.98 278.78 230.67

(ii) Other Financial Liabilities 421.48 139.04 171.64

Other current liabilities 46.17 41.28 51.33

Provisions 6.45 7.23 5.58

Current Tax Liabilities (Net) 2.77 2.07 5.89

Total Current Liabilities 751.44 487.27 574.03

Total Liabilities (D) 3366.21 3039.32 915.15

Total Equity and Liabilities (C+D) 5723.73 5506.68 2558.76


40

Consolidated Statement of Profit and Loss for last three years

Rs. In Crores

ParticualrsFor the Year ended

31st March 2021

For the Year ended

31st March 2020

For the Year ended

31st March 2019

Income

Revenue from operations 2592.96 3485.98 2630.24

Other income 201.60 149.42 40.82

Total Income (A) 2794.56 3635.40 2671.06

Expenses

Purchases of Stock-in-Trade 1371.64 1951.64 1459.67

Changes in inventories of Stock-in -Trade 162.36 (69.89) (148.23)

Employee Benefits Expense 301.86 358.52 286.81

Finance Costs 248.65 245.80 36.75

Depreciation and Amortization Expense 257.30 247.24 51.67

Other Expenses 585.20 706.67 804.27

Total Expenses (B) 2927.01 3439.98 2490.94

Profit/(Loss) before exceptional items and tax (A-B) (132.45) 195.42 180.12

Exceptional Items (1.01) -

Profit/(Loss) before tax after exceptional Items (C ) (133.46) 195.42 180.12

Share in Profit and (Loss) of associates/Joint venture as per Equity method (71.36) (30.43) (11.65)

Profit/(Loss) before tax (D) (204.82) 164.99 168.47

Tax expense:

- Current Tax 0.89 64.50 70.03

- Deferred Tax (15.97) (2.62) 6.29

- Short/(Excess) Provision for Tax (8.61) (2.87) (2.71)

Total Tax Expenses (E ) (23.69) 59.01 73.61

Pre acquisition( Profit)/Loss (0.02)

Profit /(Loss) for the year (F) (181.13) 105.98 94.84

Other Comprehensive Income

Items that will not be reclassified to Profit and (Loss) 120.59 (6.55) (1.39)

Income tax relating to items that will not be reclassified to Profit and (Loss) (13.49) 0.58 0.43

Items that will be reclassified to Profit and (Loss) (0.00) (0.01) 0.01

Other comprehensive Income for the year, net of tax (G) 107.10 (5.98) (0.95)

Total Comprehensive Income for the year (F+G ) (74.03) 100.00 93.89

Profit/(Loss) attributable to Equity holders of Company (146.17) 122.85 96.96

Profit/(Loss) attributable to Non-controlling interest (34.96) (16.87) (2.12)

Total Comprehensive Income attributable to Equity holders of Company (38.93) 116.90 96.00

Total Comprehensive Income attributable to Non-controlling interest (35.10) (16.90) (2.11)

Earnings per equity share:

(1) Basic (4.11) 3.54 2.92

(2) Diluted (4.11) 3.54 2.92


41

Audited Consolidated Cashflow Statement for for last three years

For the year ended on

31st March 2021


31st March 2020


31st March 2019

PARTICULARS Rs in Crores Rs in Crores Rs in Crores

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit / (Loss) before Taxes and Exceptional Items (203.81) 164.99 168.47

Adjustments for :

Depreciation 257.30 247.24 51.67

Amortisation of Leasehold Land 0.73 0.73 0.73

Impairment Loss 1.49 - -

Provision for doubtful debts and bad debts written off 9.65 2.34 (1.88)

Finance Income and cost (Net) 219.72 212.64 16.48

(Profit)/Loss on Fixed Assets sold/discarded (Net) 0.99 (4.79) 10.31

(Profit)/Loss on sale of Investments (4.27) (14.69) (7.67)

Income From Investments (0.09) (2.59) (2.04)

Unrealised foreign exchange loss/ (gain) (0.65) (1.10) (1.28)

Excess provision no longer required written back (4.40) (3.44) (6.19)

Share in Profit and loss of Joint venture and Associates 71.36 30.43 11.65

Changes in the fair value of Investments (18.48) (22.30) (4.06)

Amortised cost of Non Convertible debentures 0.99 0.21 0.56

Amortisation of deferred lease (Income) (0.48) (0.52) (0.23)

Amortisation of deferred lease Expenses - - 2.79

Remeasurement of Defined Benefit Plan 1.10 (2.73) (1.66)

Expired Gift Vouchers and Credit Notes written back (4.73) (3.32) (4.16)

(Gain) / loss on lease termination (57.70) (61.07) -

472.53 377.04 65.02

Operating Profit Before Working Capital Changes 268.72 542.03 233.49

Adjustments for :

(Increase)/Decrease in Inventories 179.42 (88.96) (152.25)

(Increase)/Decrease in Trade Receivables & Other Current Assets (38.86) (19.89) (11.49)

(Increase)/Decrease in Loans and Other Non Current Assets (22.35) (22.35) (25.73)

Increase/(Decrease) in Trade Payable & Other Current Liabilities (10.81) 26.32 49.36

Increase/(Decrease) in Non Current Liabilities (1.14) 7.47 2.11

106.26 (97.41) (138.00)

Cash generated from operations 374.98 444.62 95.49

Direct Taxes Paid (1.14) (83.46) (77.28)

Net Cash from Operating Activities 373.84 361.16 18.21

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Property,Plant and Equipments & Investment Property (113.36) (155.91) (202.56)

Sale of Property,Plant and Equipments & Investment Property 22.34 41.68 7.26

Purchase of Investments (590.63) (2,894.79) (1,285.20)

Sale of Investments 730.59 2,237.45 1,510.47

Loans given (13.95) (88.25) -

Repayment of Loans given - 32.50 -

Interest received 20.82 18.97 16.15

Purchase of / Subscription to Investments in susbsidiaries,Joint

ventures and Associates

(45.00) (22.00) (85.20)

Dividend from Investments in susbsidiaries,Joint ventures and

Associates

4.78 12.19

-

Dividend from Investments 0.06 2.59 2.04

Net cash from Investing Activities 15.65 (815.57) (37.04)

C CASH FLOW FROM FINANCING ACTIVITIES

Redemption of Securities - (100.00) -

Issue of securities (Net of issue expenses) (0.26) 1,032.42 (0.02)

Long Term & Other borrowings taken - - 299.45

Short Term borrowings taken - 93.45 93.04

Repayment of short Term borrowings - (186.49) (286.43)

Finance Cost (248.88) (251.15) (22.65)

Dividend Paid (35.54) (52.01) (45.92)

Payment of Lease Liabilities (87.24) (84.28) -

Net cash from Financing Activities (371.92) 451.94 37.47

D EFFECT OF EXCHANGE FLUCTUATION ON TRANSLATION RESERVE (0.00) (0.01) 0.01

NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C+D) 17.57 (2.48) 18.65

CASH AND CASH EQUIVALENTS AS AT OPENING (Refer Note 12) 56.00 51.46 32.81

Add : Cash and Cash Equivalents taken over on Acquisition 2.06 7.02

CASH AND CASH EQUIVALENTS AS AT CLOSING (Refer Note 12) 75.63 56.00 51.46

Sl. No.


42

XI. ABRIDGED VERSION OF LATEST AUDITED / LIMITED REVIEW HALF YEARLY

CONSOLIDATED (WHEREVER AVAILABLE) AND STANDALONE FINANCIAL INFORMATION

(LIKE PROFIT & LOSS STATMENT, AND BALANCE SHEET) AND AUDITOR QUALIFICATIONS,

IF ANY

Audit Qualification: NIL

FINANCIALS ARE ENCLOSED BELOW AND AS ANNEXURE III


43

Standalone Balance Sheet for last three year

Rs. In Crores

ParticularsAs at

31st March 2021

As at

31st March 2020

As at

31st March 2019

I. ASSETS

Non-Current Assets

Property, Plant and Equipment 605.21 620.75 530.62

Capital work-in-progress 34.03 23.14 85.03

Investment Property 28.11 28.76 32.48

Intangible assets 63.47 64.65 64.04

Right of Use Assets 2226.46 1,904.08

Financial Assets

(i) Investments 1114.61 926.85 880.93

(ii) Loans

Loan Considered good -Unsecured 1.84 1.64 3.77

(iii) Others 67.49 72.07 29.97

Deferred Tax Assets (Net) 108.01 106.96 7.18

Other Non-Current Assets 142.63 99.83 90.85

Total Non-Current Assets (A) 4391.86 3848.73 1724.87

Current Assets

Inventories 394.57 586.52 489.40

Financial Assets

(i) Investments 614.57 679.97 60.12


Trade Receivables considered good-Unsecured 20.57 13.33 14.13

Trade Receivables- Credit Impaired - - -

(iii) Cash and Cash Equivalents 64.07 41.22 48.18

(iv ) Bank Balances other than (iii) above 2.85 2.84 2.77

(v) Loans

Loan Receivables considered good - Secured 25.00 25.00 25.00

Loan Receivables considered good - Unsecured 49.92 60.66 4.98

Loan Receivables -Credit Impaired - - -

(vi) Others 51.29 36.32 117.15

Current Tax Assets (Net) 3.23 21.95 9.80

Other Current Assets 81.02 73.96 64.18

Assets held for sale 8.12 4.59 -

Total Current Assets (B) 1315.21 1546.36 835.71

Total Assets (A+B) 5707.07 5395.09 2560.58


Equity

Equity Share Capital 35.55 35.55 33.23

Other Equity 2480.31 2463.44 1663.57

Total Equity (C) 2515.86 2498.99 1696.80

Liabilities

Non-Current Liabilities


(i) Borrowings - 299.74 299.56

(ii) Others 2497.31 2147.11 0.41

Provisions 11.51 15.94 14.31

Other Non-Current Liabilities 8.66 6.90 0.03

Total Non-Current Liabilities 2517.48 2469.69 314.31

Current Liabilities


(i) Borrowings - - 94.62

(ii) Trade payables:

Total outstanding dues of micro enterprises and small enterprises 8.96 18.60 13.71


and small enterprises

210.63 237.87 215.17

(iii) Others 406.05 126.08 168.43

Other Current Liabilities 41.45 37.12 48.67

Provisions 5.20 5.86 4.29

Current Tax Liabilities (Net) 1.44 0.88 4.58

Total Current Liabilities 673.73 426.41 549.47

Total Liabilities (D) 3191.21 2896.10 863.78

Total Equity and Liabilities (C+D) 5707.07 5395.09 2560.58


44

Standalone Statement of Profit and Loss for last three year

Rs. In Crores

ParticularsFor the Year ended

31st March 2021

For the Year

ended

31st March 2020

For the Year

ended

31st March 2019

Income

Revenue from operations 2047.53 3177.67 2531.68

Other Income 204.24 156.68 36.30

Total Income (A) 2251.77 3334.35 2567.98

Expenses

Purchases of Stock-in-Trade 854.87 1681.92 1378.81

Changes in inventories of Stock-in -Trade 174.76 (78.18) (146.46)

Employee Benefits Expense 255.02 313.10 252.46

Finance Costs 237.98 238.29 36.75

Depreciation and Amortization Expense 235.87 231.13 46.47

Other Expenses 559.07 702.54 810.34

Total Expenses (B) 2317.57 3088.80 2378.37

Profit/(Loss) before exceptional items and tax (A-B) (65.80) 245.55 189.61

Exceptional Items Income/(Expenses) (6.34) (0.03) (0.45)

Profit/(Loss) before tax (C ) (72.14) 245.52 189.16

Tax expense:

- Current Tax - 60.04 68.17

- Deferred Tax (14.55) 33.59 (3.88)

- Short /(Excess) Provision of earlier years (6.57) (2.69) (2.62)

Total Tax Expenses (D ) (21.12) 90.94 61.67

Profit/(Loss) for the year (E) (51.02) 154.58 127.49

Other Comprehensive Income

Items that will not be reclassified to Profit and (Loss) 116.94 (2.93) (2.24)

Income tax relating to items that will not be reclassified to Profit and (Loss) (13.50) 0.39 0.47

Other Comprehensive Income for the year, net of tax (F) 103.44 (2.54) (1.77)

Total Comprehensive Income for the year (E+F) 52.42 152.04 125.72

Earnings per Equity share :

(1) Basic (1.44) 4.45 3.84

(2) Diluted (1.44) 4.45 3.84


45

Cash flow statement for last three years

For the Year ended

on 31st March 2021

For the Year ended on

31st March 2020

For the Year ended on

31st March 2019

Rs in Crores Rs. in Crores Rs. in Crores


Net Profit/ (Loss) before Taxes and Exceptional Items (65.80) 245.55 189.61

Adjustments for :

Depreciation 235.87 231.13 46.47

Amortisation of Leasehold Land 0.73 0.73 0.72

Impairment Loss 1.49 - -

Provision for doubtful debts & bad debts written off/(written

back)

8.92 1.22 (1.81)

Finance Income and cost (net) 208.43 205.84 17.98

(Profit)/Loss on Property, Plant & Equipment sold/discarded (net) 0.95 (4.85) 10.25

(Profit)/Loss on Sale of Investments(net) (2.76) (13.69) (7.35)

Income from Investments (net) (4.81) (14.66) (1.96)

Unrealised Foreign Exchange Loss (0.65) (1.10) (1.28)

Excess Provisions / Liabilities no longer required written back (3.41) (2.14) (4.56)

Investment on account of fair value (17.54) (20.40) (3.25)

Amortised cost of Borrowings and Deposits 0.20 0.21 0.19

Amortisation of deferred lease (Income) (0.48) (0.38) (0.23)

Amortisation of deferred lease Expenses - - 2.79

(Gain) /loss on lease termination (57.43) (61.07) -

Reclassification of Actuarial gain /loss 1.31 (2.60) (1.55)

Expired Gift Vouchers and Credit Notes written back (4.73) (3.32) (4.16)

366.09 314.92 52.25

Operating Profit Before Working Capital Changes 300.29 560.47 241.86

Adjustments for :

(Increase)/Decrease in Inventories 191.95 (97.12) (150.25)

(Increase)/Decrease in Trade Receivables & Other Current Assets (40.29) (21.93) (14.93)

(Increase)/Decrease in Loans and Other Non Current Assets (13.04) (22.66) (26.41)

Increase/(Decrease) in Trade Payable & Other Current Liabilities (24.05) 20.27 51.39

Increase/(Decrease) in Non Current Liabilities (1.45) 10.20 1.81

113.12 (111.24) (138.39)

Cash generated from operations 413.41 449.23 103.47

Direct Taxes Paid (0.14) (80.71) (78.05)

(0.14) (80.71) (78.05)

Net Cash from Operating Activities 413.27 368.52 25.42


Purchase of Property,Plant and Equipment & Investment

Property

(103.09) (146.49) (192.99)

Sale of Property,Plant and Equipment & Investment Property 22.34 41.51 7.11

Purchase of Investments (603.91) (2801.81) (1246.99)

Sale of Investments 701.09 2214.84 1470.43

Loans given (14.15) (98.25) -

Repayment of Loans given 20.75 44.65 2.15

Interest received 22.84 18.99 15.77

Income From Investments (net) 0.06 2.46 1.96

Purchase of / Subscription to Investments in Subsidiaries, Joint


(89.95) (108.19) (103.16)

Sales/ redemption of investments in Subsidiaries, Joint venture

and Associates (Full Figure Rs. 332)

0.00 63.12

-

Dividend from Investments in Subsidiaries, Joint ventures and

Associates

4.75 12.19

-

Net cash used in Investing Activities (39.27) (756.98) (45.72)


Issue of securities (Net of issue expenses) - 949.79 -

Redemption of Long Term borrowings - (100.00) -

Payment of Lease Liability (77.98) (79.58) -

Long Term & Other borrowings - - 299.45

Short term borrowing - 93.45 93.04

Repayment of short Term borrowing - (186.49) (286.43)

Finance Cost (237.63) (243.66) (21.98)

Dividend Paid(Including Dividend Distribution Tax) (35.54) (52.01) (45.92)

Net cash from Financing Activities (351.15) 381.50 38.16

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

(A+B+C)

22.85 (6.96) 17.86

CASH AND CASH EQUIVALENTS AS AT OPENING 41.22 48.18 30.32

CASH AND CASH EQUIVALENTS AS AT CLOSING 64.07 41.22 48.18

- 0.00

Sl

No PARTICULARS


46

XII. MATERIAL EVENT, DEVELOPMENT OR CHANGE AT THE TIME OF ISSUE_____________

The Company hereby declares that there has been no material event, development or change at the time of issue

which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities of the

Company.

XIII. TERM SHEET_______________________________________________________________________

Principal Terms

Security Name 5.78% TRENT 2026

Issuer Trent Limited

Arranger Axis Bank Limited

Type of Instrument

Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures (“Debentures”)

Nature of Instrument Unsecured Listed Rated Redeemable Non-Convertible Debentures

Seniority Senior.

The Debentures will rank pari passu with the existing/future loans/NCDs other debts issued by

the Issuer

Mode of Issue E Bidding through Electronic Platform of BSE

Eligible Investors All Qualified Institutional Bidders (QIB) and each of the following categories of investors (in the

manner permissible under applicable laws) who are specifically mapped by the Issuer on the BSE

EBP Platform:

• Provident Funds, Superannuation Funds and Gratuity Funds;

• Mutual Funds;

• Companies, Bodies Corporate and Societies;

• Insurance Companies;

• Commercial Banks, Financial Institutions;

• Regional Rural Banks;

• Co-operative Banks;

• NBFCs and Residuary NBFCs;

• Foreign Institutional Investors; and

• Any other eligible investor as may be permissible under applicable laws, provided their

investments should not be deemed as deposits under the Companies Act, 2013.

All participants are required to comply with the relevant regulations/ guidelines applicable to them

for investing in this issue.

Listing (including name of stock

Exchanges (s) where it will be listed

and timeline for listing)

The Debentures would be listed on NSE. Listing permission shall be obtained from the NSE within

T + 4 trading days, where T is the Issue / Bid Closing Date.

In case of delay in listing beyond the timelines stated above, the Issuer shall (i) pay penal interest

of 1% p.a. over the coupon rate for the period of delay to the Debenture Holders (i.e. from the date

of allotment to the date of listing of the Debenturesand (ii) be permitted to utilise the issue proceeds

of its subsequent two privately placed issuances of securities only after receiving final listing

approval from the NSE.

Rating of the Instrument CARE AA+/Stable by “CARE Ratings Limited”

ICRA AA+/Stable by “ICRA Limited”

Issue Size ₹ 500 Crores

Option to retain oversubscription

(Amount)

Not Applicable


47

Objects of the Issue and utilization

of the proceeds

To raise funds via issue of Debentures aggregating up to ₹500 Crores (Rupees Five Hundred

Crores only), for utilisation towards capital expenditure, refinancing of existing indebtedness,

working capital and other general corporate purposes, as permitted by Law. Issuer undertakes not

to use proceeds for investments in any capital market, real estate and other such activities not

permitted by RBI

Coupon Rate 5.78% p.a.

Step Up/Step Down Coupon Rate Not Applicable

Coupon Payment Frequency Annual and on redemption

Coupon Payment dates 1st Coupon Payment Date: 30th May 2022

2nd Coupon Payment Date: 29th May 2023

3rd Coupon Payment Date: 29th May 2024

4th Coupon Payment Date: 29th May 2025

5th Coupon Payment Date: 29th May 2026

If any of the dates mentioned above is not a Business Day then Business Day Convention shall be

followed

Coupon Type Fixed

Coupon Reset Process (including

rates, spread, effective dates,

interest rate cap and floor etc.)

Not applicable

Day Count Basis

Actual/Actual Basis.

Interest payable on the Debentures will be calculated on the basis of actual number of days elapsed

in a year of 365 or 366 days as the case may be.

Interest on Application Money As the Pay-In Date and the Deemed Date of Allotment fall on the same date, interest on application

money shall not be applicable.

Default Interest Rate In case of default in payment of Coupon and / or principal redemption amount on the due dates,

additional interest @ 2% p.a. (Two percent per annum) over the Coupon rate will be payable by

the Issuer for the default period.

Tenor 5 years from the Deemed Date of Allotment.

Redemption Date 29th May 2026

Redemption Amount ₹10,00,000 per Debenture payable on each of the Redemption Date (s).

Redemption Premium/Discount Nil

Issue Price ₹ 500 Crores (5,000 Debentures of the face value of ₹10 lakhs Only).

Discount at which security is issued

and the effective yield as a result of

such discount

Not Applicable, as the Debentures are being issued at par.

Put Date Not Applicable

Put Price Not Applicable

Call Date Not Applicable

Call Price Not Applicable

Put Notification Time Not Applicable

Call Notification Time Not Applicable

Face Value ₹10,00,000/- (Rupees Ten Lakhs only) per Debenture


48

Minimum Application and in

multiples thereafter

10 Debentures (₹ 1 Crore) and in multiples of 1 Debenture (₹ 10 lakhs) thereafter

Issue Timing

1. Issue Opening date

2. Issue Closing date

3. Pay-in date

4. Deemed date of allotment

28th May 2021

28th May 2021

31st May 2021

31st May 2021

Issuance mode of the Instrument Only in dematerialised form

Trading mode of the Instrument Only in dematerialised form

Settlement mode of the Instrument Payment of interest and Redemption Amount will be made by way of Cheque/ DD/ RTGS/ NEFT/

Electronic mode and any other prevailing mode of payment from time to time.

Depositories National Securities Depository Limited (“NSDL”) and Central Depository Services (India)

Limited (“CDSL”)

Bid Book Type

Open

Allocation Option Uniform Price

Mode of Settlement Indian Clearing Corporation Ltd (ICCL)

Business Day Business Day(s)/Working Day(s) shall be all days on which commercial banks are open for

business in the city of Mumbai and when the money market is functioning in the city of Mumbai,

excluding Saturdays and Sundays and public holidays in Mumbai.

Business Day Convention If any of the Coupon/Interest Payment Date(s), other than the ones falling on the Redemption

Date(s), falls on a day that is not a Business Day, the payment shall be made by the Issuer on the

immediately succeeding Business Day, which becomes the Coupon Payment Date for that

Coupon, However, the Coupon shall be calculated only till the original Coupon / Interest Payment

Date such that the subsequent Coupon Payment Dates shall remain unchanged.

If the Redemption Date(s) of the Debentures falls on a day that is not a Business Day, the

Redemption Amount shall be paid by the Issuer on the immediately preceding Business Day,

which becomes the Redemption Date for that redemption and also the Coupon Payment Date for

that Coupon payable along with that redemption, along with interest accrued on the Debentures

until but excluding the date of such payment.

Record date The record date for payment of Coupon or repayment of principal shall be 15 (fifteen) Business

Days prior to the date on which Coupon is due and payable on the Debentures, or the date of

redemption of such Debentures. In the event the Record Date falls on a day which is not a Business

Day, the immediately succeeding Business Day will be considered as the record date.


49

All covenants of the issue

(including side letters, accelerated

payment clause etc.)

There are several covenants of the issue including general covenants, information covenants and

negative covenents:

General covenants include maintaining books of account in the manner required by Applicable

Laws, complying with all Applicable Laws, complying with the provisions of the Foreign Account

Tax Compliance Act and discharging all Taxes, rates, rents and governmental charges upon the

Company or its assets under Applicable Laws.

Information covenants include promptly submitting to the Debenture Trustee any information

required by the Debenture Trustee in accordance with Applicable Laws

Negative covenant includes (a) not making any material modification to the structure of the

Debentures in terms of interest, conversion, redemption, or otherwise without the prior approval

of the stock exchange as required under Applicable Laws; and (b) so long as the Debentures are

outstanding, not declaring any dividend to the shareholders in any year until the Company has

paid or made satisfactory provision for the payment of the instalments of principal and interest

due on the Debentures at that point in time and as required by the applicable laws.

No side letters are being executed.

On occurrence of an Event of Default, the Debenture Trustee, acting on the instructions of the

Majority Debenture Holders, shall also have the right to accelerate the maturity of the Debentures

and to exercise any rights available under the Transaction Documents and/or applicable laws.

These details are further set out in the Debenture Trust Deed.

Description Regarding Security

(where applicable) including type

of security (movable/immovable/

tangible etc.), type of charge

(pledge/hypothecation/mortgage

etc.), date of creation of security/

likely date of creation of security,

minimum security cover,

revaluation, replacement of

security, interest to the debenture

holder over and above the coupon

rate as specified in the Trust Deed

and disclosed in the Offer

Document/ Information

Memorandum)

Not Applicable


50

Transaction documents The Disclosure Document shall cover the disclosure requirements of Securities and Exchange

Board of India (“SEBI”), if applicable.

Further the following transaction documents (“Transaction Documents”) shall be executed:

1. Debenture Trust Deed;

2. Debenture Trustee Appointment Agreement;

3. Information Memorandum/ PAS-4;

4. Rating letter from CARE & ICRA not older than 1 month on the date of opening of the

issue;

5. Rating rationale from CARE / ICRA, not older than 1 year on the date of opening of the

issue;

6. Consent Letter from the Debenture Trustee to act as debenture trustee for the Issue;

7. Letter appointing the Registrar & Transfer Agent;

8. Certified true copy of the relevant Board resolution; and

9. Any other document required under applicable laws and subject to the satisfaction of the

Debenture Trustee.

Such other documents as may be mutually agreed between the parties

Conditions precedent to

Disbursement The Issuer shall ensure that all the consents and resolutions required under applicable laws to

issue the Debentures are in place prior to the issue. The Issuer shall also ensure that applicable

laws pertaining to this issue are complied with.

The Conditions Precedent to disbursement shall include, but not limited to:

1. Receipt of certified true copy of the constitutional documents of the Issuer;

2. Receipt of certified true copy of the board resolutions of the Issuer under the provisions

of the Companies Act, 2013 in relation to the issue of the Debentures, the appointment

of the Debenture Trustee and the execution of necessary documents in connection

therewith;

3. A certificate issued by the company secretary of the Issuer confirming that special

resolution of the shareholders of the Issuer approving the private placement of the

Debentures under Rule 14 (2) (a) of the Companies (Prospectus and Allotment of

Securities) Rules, 2014 is not required in accordance with applicable laws;

4. A Company Secretary certificate that special resolution of the shareholder’s of the Issuer

under section 180(1) (c) of the Companies Act, 2013 (setting out the borrowing limit)

is not required in accordance with applicable laws;

5. Credit rating letter not older than 1 month on the date of opening of the issue & rating

rationale not older than one year on the date of opening of the issue;

6. In-principle approval from NSE for listing the Debentures;

7. Consent Letter from the Debenture Trustee;

8. Execution of the relevant Transaction Documents in accordance with applicable laws;

9. Issuer to give following undertaking: (none of the following will apply in a manner that

impacts the payment or the payment of principal)

a) Non-occurrence of any force majeure event (excluding the ongoing covid-19

pandemic);

b) No Event of Default has occurred and is continuing and no such event or

circumstance will result as a consequence of the Issuer performing any obligation

contemplated under the Transaction Documents; and

c) There is no material adverse effect and there are no circumstances existing which

could give rise, with the passage of time or otherwise, to a material adverse effect

on the Issuer.

Such other mutually acceptable covenants and undertakings as are customary to a transaction of

this nature and are required under applicable laws.


51

Conditions subsequent to

Disbursement

The Issuer shall ensure that the following documents are executed/ activities are completed:

1. Certified true copy of board resolution/ committee resolution for allotment of the

Debentures on the Deemed Date of Allotment;

2. Completion of all corporate action for issuance of Debentures in dematerialized form;

3. Allotment of Debentures within T + 2 trading days, where T is the Issue / Bid Closing

Date;

4. Listing permission from the NSE within T + 4 trading days, where T is the Issue / Bid

Closing Date;

5. Activation of ISIN and credit of Debentures within 2 Business Days from the receipt of

listing permission from the NSE;

6. End use certificate to be provided within 150 days of Deemed Date of Allotment;

7. Execution of Debenture Trust Deed (DTD) as per applicable laws.

Such conditions subsequent which are customary to a transaction of this nature and are required

under applicable laws.

Event of Default (including

manner of voting/conditions of

joining Inter Creditor Agreement

Some of the events, occurrence of which would amount to an Events of Default are:

(a) Default in redemption of debentures

(b) Default in payment of interest

(c) Company ceasing to carry on its business

After the occurrence of an Event of Default and the expiry of Cure Period (as relevant), the

Debenture Trustee shall send a notice to the Debenture Holder(s) within 3 (three) days of the Event

of Default in the manner provided under Applicable Laws. The notice shall contain the following:

(a) request for positive consent for signing of the ICA;

(b) the time period within which the consent needs to be provided by the Debenture Holder(s), viz.

consent to be given within 15 days from the date of notice or such revised timelines as

prescribed under Applicable Law; and

(c) the date of meeting to be convened (which shall be within 30 days of the occurrence of Event

of Default).

Provided that in case the Event of Default is cured between the date of notice and the date of

meeting, then the convening of such a meeting may be dispensed with.

The Debenture Trustee(s) may in accordance with the decision of the Debenture Holder(s), sign

the ICA and consider the resolution plan, if any, on behalf of the Debenture Holder(s) in

accordance with Applicable Laws.



52

Creation of recovery expense fund In order to enable the Debenture Trustee(s) to take prompt action for enforcement of

security in case of default in listed debt securities, a ‘Recovery Expense Fund’ (REF) shall

be created which shall be used in the manner as decided in the meeting of the Debenture

Holders.

The Issuer shall deposit an amount of Rs. 5,00,000 (Rupees Five Lakhs), being an amount

equivalent to 0.01% of the issue size of the Debentures towards REF.

Conditions of breach of covenants

(as specified in Debenture Trust

Deed)

Default in the performance of any material covenants, conditions or agreements on the part

of the Company under the Debenture Trust Deed or the other Transaction Documents

which has caused, as of any date of determination, a material and adverse effect on the

performance of obligations relating to the Debentures (Event of Default).


Provisions related to Cross Default

Clause

Not Applicable

Asset Cover The Company shall maintain minimum 100% asset cover in terms of Regulation 56(1)(d)

of SEBI (Listing Obligations and Disclosure Requirements) Regualtions, if required.

Roles and responsibilities of

Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of the Debenture Holders.

The Trustee is inter-alia authorised to:

(a) to execute and deliver the Transaction Documents and all other documents, deeds,

instruments, certificates and agreements as the Trustee shall deem advisable and in the

best interests of the Debenture Holder(s); and

(b) to take whatever action as shall be required to be taken in accordance with the

Transaction Documentsto exercise its rights and perform its duties and obligations.

Risk factors pertaining to the issue As more particularly set out in Section II (Risk Factors)

Governing Law and Jurisdiction

The Debentures are governed by and shall be construed in accordance with the existing

laws of India. Any dispute arising therefrom shall be subject to the jurisdiction of the courts

of Mumbai.

Payment Schedule*

Schedule Payment Dates Nature of Payment Amount (in INR)

31st May, 2021 Pay- In 5,00,00,00,000.00

30th May, 2022 Interest 28,82,08,219.18

29th May, 2023 Interest 28,82,08,219.18

29th May, 2024 Interest 28,90,00,000.00

29th May, 2025 Interest 28,90,00,000.00

29th May, 2026 Interest 28,90,00,000.00

29th May, 2026 Principal Redemption 5,00,00,00,000.00

* subject to Business Day convention


53

XIV. MATERIAL CONTRACTS AND AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF

THE ISSUER

The following contracts which are or may be deemed material have been entered or are to be entered into by the

Company. These contracts and also the documents for inspection referred to hereunder, may be inspected at the

Corporate Office of the Company situated at Trent House, 10th Floor, G Block, Plot No. C- 60, Beside Citibank,

Bandra Kurla Complex, Bandra (E), Mumbai – 400051

A. Material Contracts:

1. MOU dated 8th November, 2007 with Registrar to the Issue.

2. Form of the Debenture Trust Deed to be executed between the Company and the Debenture Trustee,

pertaining to this issue.

B. Material Documents:

1. Certificate of Incorporation of the Company dated 5th December 1952.

2. Fresh Certificate of Incorporation consequent upon change of name dated June 15, 1999.

3. Tripartite agreement with CDSL dated 2nd November, 1999.

4. Tripartite agreement with NSDL dated 2nd November, 1999.

5. Memorandum and Articles of the Company.

6. Shareholders Resolution passed at the Annual General Meeting held on 1st August 2017 appointing

Deloitte Haskins & Sells LLP as statutory auditors for F.Y. 2017-18 till FY 2021-2022.

7. Copy of the Board resolution dated 3rd May 2018 re-appointing Executive Director (Finance) & Chief

Financial Officer of the Company.

8. Copy of the Board Resolution dated 4th February 2021 providing for this Issue.

9. Credit Rating letter from ICRA Limited dated 18th May 2021

10. Credit Rating Letter from CARE Ratings Limited dated 21st May 2021.

11. In-principle approval dated 24th May 2021 obtained from NSE.


54

XV. UNDERTAKING REGARDING COMMON FORM OF TRANSFER

The Company would be issuing these Debentures in Demat form only and there will not be any physical holdings.

However, the Company would use a common transfer form for physical holdings if at a latter stage there is some

holding in physical form due to the depository giving the rematerialisation option to any Investor. The Company

has made arrangements with the Depositories for the issue of the Debentures in dematerialised form. Investors will

have to hold the Debentures in dematerialised form as per the provisions of Depositories Act, 1996. The Company

shall take necessary steps to credit the Debentures allotted to the beneficiary account maintained by the Investor

with its depositary participant. The Issuer will make the allotment to Investors on the Deemed Date of Allotment

after verification of the application form, the accompanying documents and on realisation of the application money.

XVI. REDEMPTION AMOUNT, PERIOD OF MATURITY AND REDEMPTION AMOUNT

Security Name 5.78% TRENT 2026

Issuer Trent Limited

Type of Instrument

Rated, Listed, Unsecured, Redeemable, Non-Convertible Debentures issued at

par to the face value.

Issue Size ₹ 500 Crores

Tenor 5 years from the Deemed Date of Allotment

Put and Call Option NA

Redemption Amount ₹10,00,000 per Debenture payable on each of the Redemption Date (s)

Redemption Date The Debentures shall be redeemed at par at the end of 5 years from the Deemed

Date of Allotment i.e. 29th May 2026. If this is not a Business Day then Business

Day Convention shall be followed.

XVII DISCLOSURE PERTAINING TO WILFUL DEFAULTER_________________________________

The Company has not been declared as a willful defaulter and none of the promoters or directors is a willful

defaulter.

XVIII. TERMS OF OFFER________________________________________________________________

The Present Issue:

Trent Limited (the “Company” or “Trent”) proposes to issue by way of private placement 5,000 Listed, Rated

Unsecured, Redeemable, Non-Convertible Debentures (of the face value of ₹ 10,00,000/- each) (the “Issue”).

Purpose of the Issue and the Authority Therefore:

The proceeds of the Issue will be used towards capital expenditure, refinancing of existing indebtedness, working

capital and other general corporate purposes, as permitted by law. The proceeds of the issue shall not be used

towards investments in capital markets and real estate and other such activities not permitted by RBI. The Issue is

being made pursuant to the resolution of the Board of Directors of the Company passed at its meeting held on

February 4, 2021. The borrowings under this Information Memorandum will be within the overall borrowing limits

of the borrower as set out under Section 180(1)(c) of the Companies Act, 2013.

Rating:

CARE Ratings Limited has assigned a credit rating of ‘CARE AA+/ Stable’to the Debentures. This rating offers

high degree of safety regarding timely servicing of financial obligations and carry very low credit risk.

ICRA Limited has assigned a credit rating of ‘ICRA AA+/ Stable’to the Debentures. This rating offers high degree

of safety regarding timely servicing of financial obligations and carry very low credit risk.

The rating letters and and rating rationales for the Debentures issued by CARE & ICRA are annexed hereto as

Annexure 1.


55

Registrar and Transfer Agent:

TSR Darashaw Consultants Private Limited has been appointed as the Registrar and Transfer Agent.

Issue of Debentures in Dematerialised Form:

Trent Limited has made depository arrangements with National Securities Depository Limited (“NSDL”) and

Central Depository Services (India) Limited (“CDSL”) for issue of the Debentures in dematerialised form. The

investors holding the Debentures in dematerialised form will have to hold and deal with the same as per the

provisions of the Depositories Act, 1996, the regulations made there under and the rules, regulations and bye-laws

of NSDL or CDSL as the case may be.

The applicants are requested to mention their depository participant’s name, DP-ID and beneficiary account

number in the appropriate place in the application form. Trent Limited shall take necessary steps to credit the

depository account of the allottee(s) with the amount of Debentures allotted.

Redemption:

The Debentures will be fully redeemed on the Redemption Date. The payment of the Redemption Amount of the

Debentures will be made by Trent Limited to the debenture holders registered in the debenture register on the

record date. The Debentures shall be taken as discharged upon payment of the Redemption Amount by the

Company on the Redemption Date.

The liability of the Company towards all the rights of the Debenture Holders shall cease and stand extinguished

from the Redemption Date in all events on the Company and/or any person on behalf of the Company having fully

discharged the payment of the Redemption Amount. Further, the Company will not be liable to pay any interest or

compensation from the Redemption Date.

Further, the redemption proceeds shall be made by way of Cheque/ DD/ RTGS/ NEFT/ Electronic mode and any

other prevailing mode of payment from time to time.

Letter of Allotment:

The Company will make allotment to the investors in due course after verification of the application form, the

accompanying documents and on realization of the application money. The Allotment of securities will be made

within 2 trading days from the closure of the issue.

Mode of Transfer:

Transfer of Debentures in dematerialized form would be in accordance with the Depositories Act, 1996, the

regulations made there under and the rules, regulations and byelaws of NSDL or CDSL as the case may be.

Interest on Debentures:

The debentures will carry interest @ 5.78 % p.a and will be payable annually at the end of every year from the

deemed date of allotment.

Coupon payment dates 1st Coupon Payment Date : 30th May 2022

2nd Coupon Payment Date : 29th May 2023

3rd Coupon Payment Date : 29th May 2024

4th Coupon Payment Date : 29th May 2025

5th Coupon Payment & Redemption Date : 29th May 2026

If any of the dates mentioned above is not a Business Day then Business

Day Convention shall be followed.


56

Computation of Interest on Debentures:

Interest will be computed on an “actual/actual basis”. Interest payable on the Debentures will be calculated on the

basis of actual number of days elapsed in a year of 365 or 366 Days as the case may be.

Record Date:

The Record Date will be the date falling 15 Business Days prior to the date on which interest is due and payable

or the date of redemption (both the dates exclusive). In the event the record date falls on a day which is not a

Business Day, the immediately succeeding Business Day will be considered as the record date.

Effect of Holidays:

Business Day / Working Day shall be all days on which commercial banks are open for business in the city of

Mumbai and when the money market is functioning in the city of Mumbai, excluding Saturdays and Sundays and

public holidays in Mumbai.

If any of the Coupon/Interest Payment Date(s), other than the ones falling on the Redemption Date(s), falls on a

day that is not a Business Day, the payment shall be made by the Issuer on the immediately succeeding Business

Day, which becomes the Coupon Payment Date for that Coupon. However, the Coupon shall be calculated only

till the original Coupon / Interest Payment Date such that the subsequent Coupon Payment Dates shall remain

unchanged.

If the Redemption Date(s) of the Debentures falls on a day that is not a Business Day, the Redemption Amount

shall be paid by the Issuer on the immediately preceding Business Day, which becomes the Redemption Date for

that Redemption and also the Coupon Payment Date for that Coupon payable along with that Redemption, along

with interest accrued on the Debentures until but excluding the date of such payment.

Trustee for the Debenture Holder(s):

The Issuer has appointed Axis Trustee Services Limited to act as trustee for the Debenture Holder(s). The Issuer

and the Debenture Trustee has entered into a Debenture Trustee Agreement and the Issuer and the Debenture

Trustee intends to enter into the Debenture Trust Deed inter alia, specifying the powers, authorities and obligations

of the Debenture Trustee and the Issuer. Axis Trustee Services Limited has given its written consent to the Issuer

for its appointment as aforesaid under SEBI (Issue and Listing of Debt Securities) Regulation, 2008 and

amendment thereof and inclusion of its name in the form and context in which it appears in this Information

Memorandum and in all the subsequent periodical communication sent to the Debenture Holder(s).

The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to

the Debenture Trustee or any of its agents or authorized officials to do all such acts, deeds, matters and things in

respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary.

The Debenture Trustee, ipso facto does not have the obligations of a borrower or issuer as to the monies

paid/invested by investors for the Debentures.

Disclosures in terms of SEBI SEBI/HO/MIRSD/CRADT/CIR/P/2020/218 dated 3rd November 2020

(a) Terms and conditions of the Debenture Trustee Agreement

I. Fees charged by Debenture Trustee

The Debenture Trustee has agreed for a lumpsum fee for the services as agreed in terms of the offer

letter dated 21st May 2021 bearing reference number ATSL/CO/2021-22/1083.

II. Terms of carrying out due diligence

(1) The Company has undertaken to promptly furnish all and any information as may be required by the

Debenture Trustee, including such information as required to be furnished in terms of the applicable

laws and the Debenture Trust Deed on a regular basis;


57

(2) The Debenture Trustee, ipso facto does not have the obligations of a borrower or a principal debtor or

a guarantor as to the monies paid/invested by investors for the NCDs.

Sharing of Information:

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or part with

any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries

and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required

and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid

information.

Right to Accept or Reject Application:

The Company is entitled at its sole and absolute discretion, to accept or reject any application, in part or in full,

without assigning any reason. The application form, which is not complete in all respects, shall be liable to be

rejected. Any application, which has been rejected, would be intimated by the Issuer.

Succession:

In the event of demise of the sole/first holder of the Debentures, the Company will recognize the executor or

administrator of the deceased debenture holder, or the holder of the succession certificate or other legal

representative as having title to the Debentures. The Company shall not be bound to recognize such executor,

administrator or holder of the succession certificate, unless such executor or administrator obtains probate or letter

of administration or such holder is the holder of succession certificate or other legal representation, as the case may

be, from a court in India having jurisdiction over the matter. The Directors of the Company may, in their absolute

discretion, where they think fit, dispense with production of probate or letter of administration or succession

certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures

standing in the name of the deceased debenture holder on production of sufficient documentary proof or indemnity.

Future Borrowings:

The Company will be entitled without requiring any prior approval or consent of the Debenture Holders or the

Debenture Trustee, to make further borrowings and raise any further loans and issue any further debentures or

bonds by public offering / private placement / rights basis or any other manner or to give any guarantees or to issue

any commercial paper or such other instruments and to obtain any financial facilities of any nature whatsoever and

to secure the same.

Rights of the Debenture Holders:

The Debenture Holders will not be entitled to any rights and privileges available to the shareholders of the

Company and shall not be entitled to any rights and privileges other than those available to them under statutory

provisions of the Companies Act and the terms of the Issue. The Debentures shall not confer upon the debenture

holders the rights available to shareholders under applicable law or the right to receive notice or to attend and vote

at the general meetings of shareholders of the Company. The Redemption Amount will be paid to the debenture

holder whose name appears in the debenture register on the relevant Record Dates, or in the case of joint holders,

to the one whose name stands first.

Modification of Rights:

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with

the consent, in writing, of those debenture holders who hold at least three fourth of the outstanding amount of the

Debentures or with the sanction accorded pursuant to a special resolution passed at a meeting of the debenture

holders, provided that nothing in such consent or resolution shall be operative against the Company where such


58

consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable

to the Company.

Tax Deduction at Source:

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or reenactment thereof will

be deducted at source (TDS). For seeking TDS exemption/lower rate of TDS, relevant certificate / document must

be lodged by the Instrument Holders at Registrar and transfer agent office and the registered office of the Company

at least 30 days before the interest payment becoming due and if required, be submitted afresh annually and/or as

and when called upon for the same by the Company. Failure to comply with the above shall entitle the Company

to deduct tax at source as may be advised to it.

Refunds:

For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within

seven days from the Deemed Date of Allotment of the Debentures.

In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application

money relating to the Debentures in respect of which allotments have been made, the Issuer shall repay the moneys

to the extent of such excess forthwith without interest.

Permanent Account Number:

Every applicant should mention its Permanent Account Number (PAN) allotted under Income Tax Act, 1961, on

the Application Form and attach a self attested copy as evidence. Application forms without PAN will be

considered incomplete and are liable to be rejected.

Notices:

The notices to the Debenture Holder(s) required to be given by the Company shall be deemed to have been given

if sent by registered post to the sole/first allottee or sole/first registered holder of the Debentures, as the case may

be.

All notices to be given by the debenture holder(s) shall be sent by registered post or by hand delivery to the

Company or to such persons at such address as may be notified by the Company from time to time.

All transfer related documents, tax exemption certificates, intimation for loss of Letter(s) of Allotment /

Debenture(s), etc., requests for issue of duplicate debentures, interest warrants, etc. and/or any other notices /

correspondence by the debenture holder(s) to the Company with regard to this Issue should be sent by registered

post or by hand delivery to the Registrar and Transfer Agent or to such other person(s) at such address(es) as may

be notified by the Company from time to time.

Governing Law:

The Debentures are governed by and shall be construed in accordance with the laws of India. The courts and

tribunals of competent jurisdiction at Mumbai alone shall have jurisdiction in connection with any dispute between

the Company and/or the Debenture Holders.

Prohibition by SEBI:

Our Company and our Promoter have not been restrained, prohibited or debarred by SEBI from accessing the

securities market or dealing in securities and no such order or direction is in force. Further, no member of our


59

promoter group has been prohibited or debarred by SEBI from accessing the securities market or dealing in

securities due to fraud.

Listing:

The NCDs proposed to be offered in pursuance of this offer document will be listed on Wholesale Debt Market

(WDM) segment of NSE. If permissions to deal in and for an official quotation of our NCDs are not granted by

NSE. our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of

the offer document.

The following documents will be submitted to the NSE along with the listing application:

(i) Memorandum of Association and Articles of Association of the Company;

(ii) Annual reports for last three financial years.

(iii) Statement containing particulars of, dates of, and parties to all material contracts and agreements;

(iv) Resolution passed by the Shareholders with respect to borrowings, if applicable

(v) Resolution passed by the Board of Directors providing for the issue.

(vi) Approval of the Board of Directors / Committee for allotment of securities.

(vii) Letters issued by NSDL/CDSL allotting the ISIN code.

(viii) Credit confirmation letter of the depositories.

(ix) Consent letter from the trustees.

(x) Credit Rating letters from CARE & ICRA and

(xi) Undertakings required under applicable laws.

The copy of the trust deed as specified u/s 71 of the Companies Act, 2013 will be submitted to the stock exchange

on the Company executing a debenture trust deed with the Debenture Trustee.

Consents

The Consents of the following have been received in writing: (a) Debenture Trustee (Annexure 2) (b) Company

Secretary (c) Credit Rating Agency(s).

Expert Opinion:

Except the report of CARE and ICRA Ratings in respect of the Credit rating(s) of this issue and the letters

furnishing their rationale for their rating(s), our Company has not obtained any expert opinions.

Debenture Redemption Reserve:

Creation of DRR for the redemption of the debt securities issued by the Company is not applicable pursuant to the

provisions of Companies Act 2013 read with relevant Rules framed thereunder.

Previous Issues of shares otherwise than for cash:

The details of previous issues of shares made by the Company otherwise than for cash have been depicted under

the section Equity Share Capital history in Section IV of this Information Memorandum.


60

Dividend:

The Company has Dividend Distribution Policy. The same is uploaded on the website of the Company

www.trentlimited.com . The details of Dividend paid during last five years are as follows:-

* The Board of director has recommended a dividend of ₹ 0.60/- per equity share aggregating to ₹ 21.33 Crores in

respect of year ended on 31st March 2021.

Undertaking:

The Company is current on servicing existing debt securities. The Company undertakes that all the necessary

documents including the Trust Deed would be executed within the time frame prescribed in the relevant

regulations/act/rules/ etc and the same would be uploaded on the website of the Designated Stock Exchange, where

the debt securities have been listed, within 5 working days of execution of the same.

Revaluation of assets:

There has been no revaluation of assets in the last five years.

Who can Apply:

All Qualified Institutional Bidders (QIB) and each of the following categories of investors (in the manner

permissible under applicable laws) who are specifically mapped by the Issuer on the BSE EBP Platform:

• Provident Funds, Superannuation Funds and Gratuity Funds;

• Mutual Funds;

• Companies, Bodies Corporate and Societies;

• Insurance Companies;

• Commercial Banks, Financial Institutions;

• Regional Rural Banks;

• Co-operative Banks;

• NBFCs and Residuary NBFCs;

• Foreign Institutional Investors; and

• Any other eligible investor as may be permissible under applicable laws, provided their investments

should not be deemed as deposits under the Companies Act, 2013.

All participants are required to comply with the relevant regulations/ guidelines applicable to them for investing in

this issue.

The application must be accompanied by certified true copies of (i) Memorandum and Articles of Association /

Constitutional/ Bye-laws (ii) Resolution authorising investment and containing operating instruction (iii) Specimen

signatures of the authorised signatories (iv) copy of PAN card and (v) Necessary forms for claiming exemption

from deduction of tax at source on the interest income/interest on application money, wherever applicable.

Sr. No. Year Dividend per Equity Share %

1 2016-17 100

2 2017-18 115

3 2018-19 130

4 2019-20 100

5 2020-21* 60



61

DISCLAIMER: PLEASE NOTE THAT ONLY THOSE PERSONS TO WHOM THIS INFORMATION

MEMORANDUM HAS BEEN SPECIFICALLY ADDRESSED ARE ELIGIBLE TO APPLY. HOWEVER,

AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO BE REJECTED

WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE LIST OF DOCUMENTS PROVIDED

ABOVE IS ONLY INDICATIVE, AND AN INVESTOR IS REQUIRED TO PROVIDE ALL THOSE

DOCUMENTS / AUTHORIZATIONS / INFORMATION, WHICH ARE LIKELY TO BE REQUIRED BY

THE COMPANY. THE COMPANY MAY, BUT IS NOT BOUND TO REVERT TO ANY INVESTOR

FOR ANY ADDITIONAL DOCUMENTS / INFORMATION, AND CAN ACCEPT OR REJECT AN

APPLICATION AS IT DEEMS FIT. INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES

MENTIONED ABOVE ARE MERELY INDICATIVE AND THE COMPANY DOES NOT WARRANT

THAT THEY ARE PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH

OF THE ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH

EXTANT RULES/REGULATIONS/ GUIDELINES, ETC GOVERNING OR REGULATING THEIR

INVESTMENTS AS APPLICABLE TO THEM AND THE COMPANY IS NOT, IN ANY WAY,

DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR REGULATORY

BREACHES BY ANY INVESTOR, NEITHER IS THE COMPANY REQUIRED TO CHECK OR

CONFIRM THE SAME.

Electronic Bidding Process

The bidding process, parameters and requirements for the Debentures issued pursuant to the electronic bidding

mechanism will be in accordance with the SEBI circular no., SEBI/HO/DDHS/CIR/P/2018/05 dated January 05,

2018, SEBI FAQs issued on Electronic book mechanism for issuance of debt securities on private placement basis

and the operational guidelines issued by the BSE.

How to Apply:

Application(s) for the Debentures must be made in the enclosed application form, and must be completed in block

letters in English.

Application Form(s) must be accompanied by either a demand draft or cheque, drawn or made payable in favour

of “Trent Limited”, payable at Mumbai and crossed Account Payee only.

In line with SEBI circular no SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 regarding Mechanism for

issuance of debt securities on private placement basis through an Electronic Book Mechanism (“EBM”), the

payment must be made through RTGS to the Designated Bank Account of Indian Clearing Corporation Ltd’s

(ICCL).

The Designated Bank Accounts of ICCL are as under:

ICICI Bank:

Beneficiary Name: INDIAN CLEARING CORPORATION LTD

Account Number: ICCLEB

IFSC Code: ICIC0000106

Mode: NEFT/RTGS

YES Bank:



IFSC Code: YESB0CMSNOC

Mode: NEFT/RTGS

HDFC BANK:



IFSC Code: HDFC0000060

Mode: NEFT/RTGS

The applications must be accompanied by certified true copies of (i) a letter of authorization, and (ii) specimen

signatures of authorized signatories.


62

Instructions for Application:

(1) Application must be completed in BLOCK LETTERS IN ENGLISH. A blank must be left between two or

more parts of the name.

(2) Signatures should be made in English. Signatures in a language other than English must be attested by an

authorised official of a Bank or by a Magistrate/Notary Public under his/her official seal.

(3) Minimum application shall be for 10 Debenture[s] (₹ 1 Crore) and in multiples of 1 (one) Debenture[s] (₹

10 lakhs) thereafter.

(4) The Debentures are being issued at par to the face value. The amount to be paid on application should be

₹10,00,000/- (Rupees Ten Lakhs Only) per Debenture applied for. The full amount of Debentures applied

for has to be paid along with the application form. Applications for incorrect amounts are liable to be

rejected.

(6) No cash will be accepted.

(7) The Applicant should mention its permanent account number or the GIR number allotted to it under the

Income Tax Act, 1961 and also the relevant Income-tax circle/ward/district.

(8) Fictitious Application: As a matter of abundant caution and although not applicable in the case of

debentures, attention of applicants is specially drawn to the provisions of subsection (1) of Section 38 of

the Companies Act, 2013: “Any person who: (a) makes in a fictitious name an application to a company

for acquiring, or subscribing for, any shares therein, or (b) otherwise induces a company to allot, or register

any transfer of, shares therein, to him, or any other person in a fictitious name, shall be liable for action

under Section 447 of the Companies Act 2013”.

(9) APPLICATIONS UNDER POWER OF ATTORNEY/RELEVANT AUTHORITY

In case of an application made under a Power of Attorney or resolution or authority to make the application

a certified true copy of such Power of Attorney or resolution or authority to make the application and the

certified copy of the the Memorandum and Articles of Association and/or bye-laws of the Investor must be

attached to the Application Form at the time of making the application, failing which, the Company reserves

the full, unqualified and absolute right to accept or reject any application in whole or in part and in either

case without assigning any reason therefor. Further modifications / additions in the Power of Attorney or

authority should be notified to the Company at its registered office. Names and specimen signatures of all

the authorised signatories must also be lodged along with the submission of the completed application.

(10) An application once submitted cannot be withdrawn. The applications should be submitted during normal

banking hours at the registered office of the Company.

(11) The applications would be scrutinised and accepted as per the terms and conditions specified in this

Information Memorandum / Letter of Offer.

(12) The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in

full without assigning any reason whatsoever. Any application, which is not complete in any respect, is

liable to be rejected.

(13) Applicants residing or situate at places other than in Mumbai, may send their application along with cheques

or demand drafts to the centre mentioned above. The demand drafts must be payable at par at Mumbai. The

demand draft charges will have to be borne by the Applicant.

(14) The Investor/Applicant shall apply for the Debentures in electronic, i.e., dematerialised form only.

Applicants should mention their Depository Participant’s name, DP-ID and Beneficiary Account Number

in the Application Form. In case of any discrepancy in the information of Depository/Beneficiary Account,

the Company shall be entitled to not credit the beneficiary’s demat account pending resolution of the

discrepancy.

The Applicant is requested to contact the office of the Company as mentioned above for any clarifications.

XIX. THE DISCOUNT AT WHICH SUCH OFFER IS MADE AND THE EFFECTIVE PRICE FOR

THE INVESTOR AS A RESULT OF SUCH DISCOUNT

The Debentures are being issued at face value and no discount shall be offered on the Debentures. Accordingly,

the Investor shall pay 100% of the Issue Price on subscription.

XX. SERVICING BEHAVIOR ON EXISTING DEBT SECURITIES AND OTHER BORROWINGS

The Company is discharging all its liabilities in time. The Company has been paying regular interest on all

outstanding liabilities and repayments of principal and interest in the past have been timely


63

XXI. PERMISSION/ CONSENT FROM PRIOR CREDITORS

No permission from creditors is required as the debentures offered are unsecured.

XXII. NAME OF THE DEBENTURE TRUSTEE

Axis Trustee Services Limited

The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai- 400028;

Tel: 022 6230 0451; Email Id: [email protected]

XXIII. CREDIT RATING & RATIONALE THEREOF

The Debentures have been assigned ‘ AA+/ Stable‘rating by CARE &ICRA. This rating offers high degree of

safety regarding timely servicing of financial obligations and carry very low credit risk.

XXIV. STOCK EXCHANGE WHERE SECURITIES ARE PROPOSED TO BE LISTED

The NCDs proposed to be offered in pursuance of this offer document will be listed on NSE within 4 trading days

from the closure of the issue.

In case of delay in listing as specified above, the Issuer shall pay penal interest of 1% p.a. over the Coupon Rate to

the Debenture Holders for the Delayed period i.e. from the Deemed Date of Allotment till the listing of Debentures

and be permitted to utilise the issue proceeds of its subsequent two privately placed issuance of securities only after

receiving final listing approval from Stock Exchanges.

In case the NCDs are being subscribed by Foreign Institutional Investors (FIIs), the Issuer will follow the guidelines

for listing as issued by Reserve Bank of India vide circular number RBI/2011-12/423 A.P. (DIR Series) Circular

No. 89 dated March 01, 2012 and any amendments thereof.

Sole Arranger to the Issue:

Axis Bank Limited

Axis House I Wadia International Center P.B. Marg I Worli, Mumbai – 400 025 Tel: 022-4253803

Website Address: www.axisbank.com E-mail: [email protected]

Registrar to the Issue:

TSR Darashaw Consultants Private Limited has been appointed as the Registrar to ensure that investor grievances

are handled expeditiously and satisfactorily and to effectively deal with investor complaints. The MOU between

the Registrar and the Company will provide for retention of records with the Registrar for a period of atleast three

years from the last date of dispatch of the letters of allotment, demat credit and refund orders to enable investors

to approach the Registrar for redressal of their grievances. All grievances relating to the issue should be addressed

to the Registrar giving full details of the applicant, number of NCDs applied for, amount paid on application and

the bank branch or collection centre where the application was submitted etc.

TSR Darashaw Consultants Private Limited:

C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg; Vikhroli West, Mumbai 400083

Tel: 022- 022- 66568484; Fax No. 022-66568494; E-mail: [email protected]

mailto:debenturetrustee@axistrustee.

http://www.axisbank.com/




64

DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guidelines issued by SEBI and

other applicable laws have been complied with and no statement made in this Information

Memorandum is contrary to the provisions of the regulations/guidelines issued by SEBI and other

applicable laws, as the case may be. The information contained in this Information Memorandum is as

applicable to privately placed debt securities and subject to information available with the Issuer. The

extent of disclosures made in the Information Memorandum is consistent with disclosures permitted by

regulatory authorities to the issue of securities made by the companies in the past.

I am authorized by the Board of Directors of the Company vide resolution dated February 4, 2021 to

sign this form. Whatever is stated in this form and in the attachments thereto is true, correct and

complete and no information material to the subject matter of this form has been suppressed or

concealed.

For Trent Limited,

P. Venkatesalu

Executive Director (Finance) & CFO

Date: 25th May 2021

ANNEXURE I – Rating Letter and rationale from CARE & ICRA

ANNEXURE II – Consent Letter from Debenture Trustee

ANNEXURE III – Audited Financials for last 3 years


65

APPLICATION FORM

(Incorporated under the Companies Act, 1913)

Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001 India.

Tel No: +91 22 66658282

Website: www.trentlimited.com

Private and Confidential

(Not for circulation)

Serial No. ____________

Addressed To : _____________

Dear Sirs,

Having read and understood the contents of the Letter of Offer / Information Memorandum, we apply for allotment

to us of the Unsecured, Listed, Rated, Redeemable, Non-Convertible Debentures being privately placed. The

amount payable on application as shown below is remitted herewith. On allotment, please place our name on the

Register of Debenture holders. We bind ourselves to the terms and conditions as contained in the Letter of Offer /

Information Memorandum. We note that the Company is entitled in its absolute discretion to accept or reject this

application wholly or in part without assigning any reason whatsoever

(PLEASE READ THE INSTRUCTIONS CAREFULLY BEFORE FILLING THIS FORM)

Form in which certificate is to be issued

[ ] Demat

DEPOSITORY NAME: NSDL [ ] CDSL [ ]

DP – ID: CLIENT ID:

DP- NAME CLIENT – NAME

We understand that in case of allotment of Debentures to us, our Beneficiary Account as mentioned above would

be credited to the extent of Debentures allotted. We also understand that Debentures will be issued to us and will

have to be held by us in dematerialised form only and no physical certificates will ever be issued by the

Company.

The application shall be for a minimum application of 10 Debenture[s] (₹ 1 Crore) and in multiples of 1 (one)

Debenture[s] (₹ 10 lakhs) thereafter .

Remittance through Cheque/Draft

No. of Debentures applied for (In figures)

No. of Debentures applied for (In words)

Amount (₹) ___________

(in words) __ ______________________

Date Cheque /Demand Draft No. Cheque /Demand Draft drawn on

Remittance through NEFT/RTGS

No. of Debentures applied for (In figures)

No. of Debentures applied for (In words)

Amount (₹) ___________

(in words) __ ______________________



66

Remittance Particulars

Mode of Remittance Date of Remittance Name of the Remitting Bank and Branch

STEPS

RTGS

We are applying as {Tick (✓) whichever is applicable}

1 Company 2 Commercial Bank

3 Eligible Financial Institution

4 Insurance Companies

5 Mutual Funds

6 Regional Rural Banks

7 Primary/ State/ District/ Central

Co-operative Banks 8

Others

Application Details

First Applicant’s Name in Full (Block letters)

Second Applicant’s Name in Full (Block letters)

Third Applicant’s Name in Full (Block letters)

Mailing Address in Full (Do not repeat name. Post Box No. alone is not sufficient.)

Pin: Tel: Fax:

Tax Details PAN or GIR No. IT Circle / Ward / District

1.

2.

3.

1.

2.

3.

Details of Bank Account of the First Applicant:

Name of the Bank ____________________Branch____________________________

Account No: ____________________________ Nature of Account: SB/CA

RTGS Code of Bank/ Branch _______________________

Tax Deduction Status: (Please tick one)

( ) Fully Exempt (Please furnish exemption certificate):

__________________________________________________________________________

( ) Tax to be deducted at source:

___________________________________________________________________________


67

Specimen Signature

Name of the Authorized Signatory Designation Signature

1.

2.

Acknowledgement Slip shall be given to the Investors as shown below the Instructions.

-----------------------------------------------------------Tear Here-----------------------------------------

ACKNOWLEDGEMENT SLIP

TRENT LIMITED

(Incorporated under the Companies Act, 1913)

Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001 India.

Tel No: +91 22 66658282

Website: www.trentlimited.com

Application Form Sr. No:

Received from ______________________________________________________

Address ________________________________ __________________________

an application for _____ Debentures along with Cheque/Demand Draft No. __________ Dated _________ Drawn

on _____________ for ₹____________________(Rupees_________________________

_____________________________ only)

(Note: Cheques and Drafts are subject to realisation)

STEPS/RTGS Remittance Particulars

Mode of

Transfer

Date of

Remittance

Name of the Remitting Bank

and Branch

Amount of Remittance

STEPS ₹ ____________

(Rupees ___________________)

RTGS ₹ ____________

(Rupees ___________________)

ICRA Limited

Electric Mansion, 3rd Floor Appasaheb Marathe Marg Prabhadevi, Mumbai-400025

Tel.: +91.22.61693300 CIN : L749999DL1991PLC042749

Website: www.icra.in Email: [email protected] Helpdesk: +91 9354738909

Registered Office: B-710, Statesman House, 148, Barakhamba Road, New Delhi 110001.Tel. :+91.11.23357940-45

R A T I N G R E S E AR C H I N F O R M AT I O N

CONFIDENTIAL

Ref: MUM/21-22/0314

Date: May 18, 2021

Mr. P. Venkatesalu

Executive Director (Finance) & CFO,

Trent Limited

Bombay House,

24 Homi Mody Street,

Mumbai - 400001,

Maharashtra

Dear Sir,

Re: ICRA-assigned Credit Rating for Rs. 500.00 crore proposed Non-Convertible Debenture

(NCD) Programme of Trent Limited

Please refer to your Rating Agreement/Statement of Work dated February 05, 2021 requesting ICRA

Limited (“ICRA”) to assign Rating to the proposed NCD programme of Rs. 500 crore of your company.

(instrument details enclosed at Appendix – A). The Rating Committee of ICRA, after due

consideration, has assigned a long-term rating of [ICRA]AA+ (pronounced ICRA double A plus) to

the captioned NCD programme (“Rating”). The Outlook on the long-term rating

is Stable. This Rating indicates high degree of safety regarding timely servicing of financial

obligations. Such instruments carry very low credit risk.

In any of your publicity material or other document wherever you are using the above rating, it should

be stated as [ICRA]AA+(Stable).

The aforesaid rating will be due for surveillance any time before May 09, 2022. However, ICRA

reserves the right to review and/or, revise the above Rating at any time on the basis of new information

becoming available, or the required information not being available, or other circumstances that ICRA

believes could have an impact on the Rating. Therefore, request the lenders and Investors to visit ICRA

website at www.icra.in for latest Rating of the Company.

The Rating is specific to the terms and conditions of the NCD as indicated to us by you, and any change

in the terms or size of the same would require a review of the Rating by us. In case there is any change

in the terms and conditions or size of the rated NCD, the same must be brought to our notice before the

NCD is used by you. In the event such changes occur after the rating has been assigned by us and their

use has been confirmed by you, the Rating would be subject to our review, following which there could

be a change in the rating previously assigned. Notwithstanding the foregoing, any increase in the over-

all limit of the NCD from that specified in the first paragraph of this letter would constitute an

enhancement that would not be covered by or under the said Rating Agreement.

Annexure I

http://www.icra.in/

The Rating(s) assigned must be understood solely as an opinion and should not be treated, or cause to

be treated, as recommendation to buy, sell, or hold the rated NCD availed/issued by your company.

You are also requested to forthwith inform us about any default or delay in repayment of interest or

principal amount of the instrument rated, as above, or any other debt instruments/ borrowing and keep

us informed of any other developments which may have a direct or indirect impact on the debt servicing

capability of the company including any proposal for re-schedulement or postponement of the

repayment programmes of the dues/ debts of the company with any lender(s) / investor(s). Further, you

are requested to inform us immediately as and when the borrowing limit for the instrument rated, as

above, or as prescribed by the regulatory authority(ies) is exceeded.

We look forward to your communication and assure you of our best services.

With kind regards,

Yours sincerely,

For ICRA Limited

Mr. Jayanta Roy

Senior Vice President

[email protected]


Appendix – A

Instrument details

Details of Facility Rated by

ICRA (Rated on Long-term

Scale)

Amount (Rs. crore) Rating

Assigned

Rating Assigned on

Proposed Non-Convertible

Debentures

500.00 [ICRA]AA+

(Stable)

May 10, 2021

Total 500.00

www.icra .in

Page | 1

May 19, 2021

Trent Limited: Rating of [ICRA]AA+(Stable) assigned

Summary of rating action

Instrument* Previous Rated Amount

(Rs. crore)

Current Rated Amount

(Rs. crore)

Rating Action

Long-term: Proposed Non-Convertible Debenture Programme

- 500.00 [ICRA]AA+(Stable); Assigned

Total - 500.00

*Instrument details are provided in Annexure-1

Rationale

While assigning the credit rating, ICRA has taken a consolidated view of Trent Limited (Trent), its nine subsidiaries and step-

down subsidiaries, one joint ventures and two associate companies, given the common management and significant

operational and financial linkages between them.

The assigned rating factors in the Trent’s strong parentage, extensive experience of its management team as well as financial

flexibility by virtue of being a Tata Group entity. ICRA expects its parent, Tata Sons Private Limited (TSPL; rated

[ICRA]AAA(Stable)/[ICRA]A1+), to provide need-based fund infusion to Trent. ICRA notes that TSPL had infused Rs. 950 crore

in Trent in FY2020 by way of subscription to its preferential issue of shares. The rating derives strength from Trent’s established

track record in the domestic retail industry, its widespread geographic presence through about 400 stores spread across 90

cities in India as well as its diversified product offerings across various segments viz. apparel, footwear, accessories, groceries,

among others. ICRA notes the established presence of Trent’s flagship format, Westside (accounting for 80% of revenues at

consolidated level), which driven by high share (~100%) of private label brands in total sales mix witnessed consistently high

same-store sales growth till FY2020. The rating also derives strength from the strong financial profile of the company,

characterised by its net cash surplus position as well as strong liquidity position, with cash and liquid investments of Rs.752.1

crore as on March 31, 2021.

The rating is however, constrained by the loss-making operations of some of the owned non-apparel formats (Landmark,

Booker India) as well as those operated through joint ventures (JVs), including Star Bazaar and Massimo Dutti, necessitating

regular investments to support growth as well as for loss funding. The rating also factors in the intense competition in the

Indian retail industry due to the presence of numerous unorganised as well as organised players in the brick-and-mortar as

well as online segments.

The performance of the Indian retail sector was adversely impacted in FY2021, following the Covid-19 pandemic and

subsequent Government-mandated shutdown of malls as well as non-essential stores and reduced discretionary spends. Trent

reported 26% YoY decline in revenues in FY2021, with a net loss of Rs. 109.8 crore. While the sales recovered upto 96% of pre-

covid levels by March 2021, ICRA notes that the retail sector remains exposed to significant short-term headwinds due to

renewed Covid-19 related restrictions leading to partial closure of stores in some states since mid-March 2021, which may

limit sales and profits in the near-term. ICRA however, expects Trent to continue to follow cost rationalisation initiatives,

spanning across rental as well as other overheads.

The Stable outlook reflects ICRA’s opinion that the Trent will maintain its strong liquidity profile and shall continue to benefit

from its established presence in the apparel segment as well as operational and financial support from the Tata Group.

www.icra .in

Page | 2

Key rating drivers and their description

Credit strengths

Strong parentage of the Tata Group and extensive experience of the management – Trent, being a part of the Tata Group,

enjoys financial flexibility from the Group. ICRA expects its parent, TSPL to provide need-based fund infusion to Trent. ICRA

notes that TSPL had infused Rs. 950 crore in Trent in FY2020 by way of subscription to its preferential issue of shares. The

company also benefits from extensive experience of its management and its established track record in the domestic retail

industry.

Established branded apparel player with widespread geographic presence and diversified product offerings - Trent operates

about 400 stores across more than 90 cities in India as on March 31, 2021. It has widespread geographic presence across major

states of India and offers diverse product offerings across varied segments including apparel, footwear, accessories,

food/groceries, beauty products, among others. Trent’s flagship format, Westside, operated 174 stores in India as on March

31, 2021, with another 19 stores ready with fitouts to be commissioned in the near-term. Westside has a strong brand connect

with a loyal customer base, generating ~80% of total sales. Driven by high share (~100%) of private label brands in total sales

mix, Westside witnessed consistently high same-store sales of 8% growth over FY2016-FY2020.

Strong financial profile characterised by net cash surplus status and strong liquidity position – Trent has limited dependence

on external borrowings, with outstanding debt in the form of NCDs of Rs. 299.74 crore as on March 31, 2021. It had cash and

liquid investments of Rs. 752.1 crore and non-current investments of Rs. 336.1 crore as on March 31, 2021, resulting in cash

surplus position.

Credit challenges

Prevailing headwinds in the retail sector posed by Covid-19 related restrictions – The Indian retail industry continues to face

uncertainties in the near term due to store closures following temporary local lockdowns in some states starting mid-March

2021 resulting from second wave of the pandemic. This may limit sales and profits in the near-term. ICRA however, expects

Trent to continue to follow cost rationalisation initiatives, spanning across lease rentals as well as other overheads.

Loss making operations of some of the owned formats as well as those operated through JVs – The performance of some of

the owned non-apparel formats (Landmark, Booker India) as well as those operated through JVs, including Star Bazaar and

Massimo Dutti, has remained subdued and these continue to incur losses. This in turn necessitates regular investments to

support growth as well as for loss funding. Improvement in financial performance of these formats as well as quantum of

funding support to JVs will remain a key monitorable going forward.

Stiff competition in the Indian retail industry - The company faces stiff competition owing to the presence of numerous players

in the unorganised segment along with competition from various organised players in the brick-and-mortar and online

segments.

Liquidity position: Strong

The liquidity position of Trent is strong, supported by unencumbered cash and liquid investments of Rs. 752.1 crore as on

March 31, 2021 (of which Rs. 681.49 crore are on the standalone level). As against this, there are debt repayments of Rs.

299.74 crore in July 2021, with an estimated capital expenditure (capex) spend of ~Rs. 200-250 crore in each of the next three

years. The cash flow generation of the company is also expected to improve from H2 FY2022 onwards, led by demand recovery

with easing of pandemic related restrictions, steady store expansions coupled with continued cost control initiatives being

undertaken by the company.

www.icra .in

Page | 3

Rating sensitivities

Positive factors – The ratings may be upgraded if the company is able to report a healthy improvement in revenues, leading

to a sustained improvement in its operating profit margins (OPM), while maintaining healthy credit profile and strong liquidity

position. Improvement in the operating performance of JVs, limiting incremental support in the form of investments would

also be key rating monitorable.

Negative factors – Significant de-growth in sales or weakening of profitability margins or higher than anticipated support in

the form of investments or advances to its JV/associates would exert pressure on ratings. Significant debt-funded capex or

stretch in working capital cycle resulting in adverse impact on debt coverage indicators or the liquidity position of the company

would also be negative factors. Any revision in the funding support policy of TSPL towards Trent or any weakening in the credit

profile of TSPL will also be negative factors.

Analytical approach

Analytical Approach Comments

Applicable Rating Methodologies

Corporate Credit Rating Methodology

Rating Methodology for Entities in the Retail Industry

Impact of Parent or Group Support on an Issuer’s Credit Rating

Parent/Group Support

Parent Group- Tata Sons Private Limited (rated [ICRA]AAA(Stable)/[ICRA]A1+) ICRA expects TSPL to provide need-based fund infusion to Trent. There also exists a track record of TSPL having extended financial support to Trent in the past, whenever a need has arisen.

Consolidation/Standalone

For arriving at the ratings, ICRA has considered the consolidated financials of Trent Limited. As on March 31, 2021, the company had four subsidiaries, five stepdown subsidiaries, one joint venture and two associates, which are all enlisted in Annexure-2.

About the company

Trent Limited is a part of the retail venture of the Tata Group. With a store presence of about 400 stores as on March 31, 2021

(339 stores as on March 31, 2020), Trent operates through eight different store concepts. These include a) fashion retailing

through owned formats of Westside, Zudio, Utsa, and Zara and Massimo Dutti through alliances/associations with Inditex

Group, Spain (with share of Trent being 49%), b) family entertainment store, Landmark, which is engaged in retailing of toys,

gadgets, stationery and books, c) grocery retailing though Star Stores, via its 50% joint venture - Trent Hypermarket Private

Limited and d) Booker wholesale, which operates cash and carry stores.

As on March 31, 2021, TSPL holds 32.45% of the shareholding of Trent. Mr. Noel Tata is the chairman of Trent Limited.

Key financial indicators (Audited, consolidated)

Trent (Consolidated) FY2020 FY2021

Operating Income (Rs. crore) 3,486.0 2,593.0

PAT (Rs. crore) 136.4 -109.8

OPBDIT/OI (%) 16.2% 7.1%

PAT/OI (%) 3.9% -4.2%

Total Outside Liabilities/Tangible Net Worth (times) 1.2 1.4

Total Debt/OPBDIT (times) 4.6 16.1

Interest Coverage (times) 2.1 0.7

https://www.icra.in/Rating/ShowMethodologyReport/?id=602



www.icra .in

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PAT: Profit after Tax; OPBDIT: Operating Profit before Depreciation, Interest, Taxes and Amortisation; ROCE: PBIT/Avg (Total Debt + Tangible Net Worth +

Deferred Tax Liability - Capital Work in Progress); DSCR: (PBIT + Mat Credit Entitlements - Fair Value Gains through P&L - Non-cash Extraordinary

Gain/Loss)/(Interest + Repayments made during the Year)

Source: Company, ICRA research; All ratios as per ICRA calculations

^The financial statements of FY2020 and FY2021 are reported numbers, based on Ind AS 116

Status of non-cooperation with previous CRA: Not applicable

Any other information: None

www.icra .in

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Rating history for past three years

Instrument Current Rating (FY2022) Chronology of Rating History for the past 3 years

Type Amount Rated

(Rs. crore)

Amount Outstanding (Rs.

crore)

Date & Rating Date &

Rating in

FY2021

Date &

Rating in

FY2020

Date &

Rating in

FY2019

May 19, 2021 - - -

1 Proposed NCD Long-

term 500.00 - [ICRA]AA+ (Stable) - - -

Complexity level of the rated instrument

Instrument Complexity Indicator

Long-term – Proposed NCD Very Simple

The Complexity Indicator refers to the ease with which the returns associated with the rated instrument could be estimated.

It does not indicate the risk related to the timely payments on the instrument, which is rather indicated by the instrument's

credit rating. It also does not indicate the complexity associated with analysing an entity's financial, business, industry risks or

complexity related to the structural, transactional, or legal aspects. Details on the complexity levels of the instruments, is

available on ICRA’s website: Click Here

https://www.icra.in/Rating/ShowRatingPolicyReport/?id=1&type=new

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Annexure-1: Instrument details

ISIN No Instrument Name Date of Issuance / Sanction

Coupon Rate

Maturity Date

Amount Rated

(Rs Crore)

Current Rating and Outlook

NA Proposed Non-convertible debenture programme

- - - 500.00 [ICRA]AA+ (Stable)

Source: Company

Annexure-2: List of entities considered for consolidated analysis

Company name Trent Ownership Consolidation Approach

Fiora Business Support Services Limited 100% Full Consolidation

Trent Brands Limited^ 100% Full Consolidation

Common Wealth Developers Limited 100% Full Consolidation

Nahar Retail Trading Services Limited 100% Full Consolidation

Fiora Hypermarket Limited^ - Full Consolidation

Fiora Online Limited^ - Full Consolidation

Trent Global Holdings Limited 100% Full Consolidation

Booker India Limited 51% Full Consolidation

Booker Satnam Wholesale Limited^ - Full Consolidation

Trent Hypermarket Private Limited 50% Equity method

Inditex Trent Retail India Private Limited 49% Equity method

Massimo Dutti India Private Limited 49% Equity method Source: Company

Note: ICRA has taken a consolidated view of Trent Limited, its subsidiaries, JV and associates while assigning the ratings.

^ step-down subsidiaries of Trent Limited

www.icra .in

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ANALYST CONTACTS

Jayanta Roy +91 33 7150 1100 [email protected]

Priyesh Ruparelia +91 22 6169 3328 [email protected]

Sakshi Suneja +91 22 6114 3438 [email protected]

Harshit Shah +91 22 6169 3362 [email protected]

RELATIONSHIP CONTACT

L. Shivakumar

+91 22 2433 1084 [email protected]

MEDIA AND PUBLIC RELATIONS CONTACT

Ms. Naznin Prodhani

Tel: +91 124 4545 860 [email protected]

Helpline for business queries

+91-9354738909 (open Monday to Friday, from 9:30 am to 6 pm)

[email protected]

About ICRA Limited:

ICRA Limited was set up in 1991 by leading financial/investment institutions, commercial banks and financial

services companies as an independent and professional investment Information and Credit Rating Agency.

Today, ICRA and its subsidiaries together form the ICRA Group of Companies (Group ICRA). ICRA is a Public Limited

Company, with its shares listed on the Bombay Stock Exchange and the National Stock Exchange. The international

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For more information, visit www.icra.in






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© Copyright, 2021 ICRA Limited. All Rights Reserved.

Contents may be used freely with due acknowledgement to ICRA.

ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA ratings are subject to a process of surveillance,

which may lead to revision in ratings. An ICRA rating is a symbolic indicator of ICRA’s current opinion on the relative capability of the issuer concerned to

timely service debts and obligations, with reference to the instrument rated. Please visit our website www.icra.in or contact any ICRA office for the latest

information on ICRA ratings outstanding. All information contained herein has been obtained by ICRA from sources believed by it to be accurate and reliable,

including the rated issuer. ICRA however has not conducted any audit of the rated issuer or of the information provided by it. While reasonable care has been

taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any kind, and ICRA in particular, makes no

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companies may have provided services other than rating to the issuer rated. All information contained herein must be construed solely as statements of

opinion, and ICRA shall not be liable for any losses incurred by users from any use of this publication or its contents.

Page 1 of 4

CARE Ratings Ltd.

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai - 400 022. Tel.: +91-22- 6754 3456 Fax: +91-22- 022 6754 3457 www.careratings.com CIN-L67190MH1993PLC071691

No. CARE/HO/RL/2021-22/1348 Mr. P Venkatesalu Executive Director (Finance) & CFO Trent Limited Trent House, G - Block, Plot No. C - 60, BKC, Bandra East, Mumbai Maharashtra 400051

May 21, 2021

Confidential Dear Sir,

Credit rating for proposed Non-Convertible Debenture issue

Please refer to your request for rating of proposed medium term Non-convertible Debenture (NCD)

issue aggregating to Rs. 500.00 crore of your Company. The proposed NCDs would have tenure of 5

years with bullet repayment at the end of fifth year.

2. The following ratings have been assigned by our Rating Committee:

Sr. No. Instrument Amount

(Rs. crore) Rating1 Rating Action

1. Non Convertible Debentures 500.00 CARE AA+; Stable (Double A Plus; Outlook: Stable)

Assigned

Total Instruments

500.00 (Rs. Five

Hundred Crore Only)

1Complete definitions of the ratings assigned are available at www.careratings.com and in other CARE publications.

http://www.careratings.com/

Page 2 of 4

CARE Ratings Ltd.


3. Please arrange to get the rating revalidated in case the proposed issue is not made within a

period of six months from the date of our initial communication of rating to you (that is May

21, 2021).

4. In case there is any change in the size or terms of the proposed issue, please get the rating

revalidated.

5. Please inform us the below-mentioned details of issue immediately, but not later than 7 days

from the date of placing the instrument:

Instrument type

ISIN

Issue Size (Rs cr)

Coupon Rate

Coupon Payment Dates

Terms of Redemption

Redemption date

Name and contact details of Debenture Trustee

Details of top 10 investors

6. Kindly arrange to submit to us a copy of each of the documents pertaining to the NCD issue,

including the offer document and the trust deed.

7. The rationale for the rating will be communicated to you separately. A write-up (press

release) on the above rating is proposed to be issued to the press shortly, a draft of which is

enclosed for your perusal as Annexure 1. We request you to peruse the annexed document

and offer your comments if any. We are doing this as a matter of courtesy to our clients and

with a view to ensure that no factual inaccuracies have inadvertently crept in. Kindly revert as

early as possible. In any case, if we do not hear from you by May 24, 2021 we will proceed on

the basis that you have no any comments to offer.

8. CARE reserves the right to undertake a surveillance/review of the rating from time to time,

based on circumstances warranting such review, subject to at least one such

review/surveillance every year.

Page 3 of 4

CARE Ratings Ltd.


9. CARE reserves the right to revise/reaffirm/withdraw the rating assigned as also revise the

outlook, as a result of periodic review/surveillance, based on any event or information which

in the opinion of CARE warrants such an action. In the event of failure on the part of the

entity to furnish such information, material or clarifications as may be required by CARE so as

to enable it to carry out continuous monitoring of the rating of the bank facilities, CARE shall

carry out the review on the basis of best available information throughout the life time of

such bank facilities. In such cases the credit rating symbol shall be accompanied by “ISSUER

NOT COOPERATING”. CARE shall also be entitled to publicize/disseminate all the afore-

mentioned rating actions in any manner considered appropriate by it, without reference to

you.

10. Our ratings do not factor in any rating related trigger clauses as per the terms of the

facility/instrument, which may involve acceleration of payments in case of rating downgrades.

However, if any such clauses are introduced and if triggered, the ratings may see volatility and

sharp downgrades.

11. Users of this rating may kindly refer our website www.careratings.com for latest update on

the outstanding rating.

12. CARE ratings are not recommendations to buy, sell or hold any securities.

13. If you need any clarification, you are welcome to approach us in this regard. We are indeed,

grateful to you for entrusting this assignment to CARE.

Thanking you, Yours faithfully,


Page 4 of 4

CARE Ratings Ltd.


Priyadarshini Gang Pulkit Agarwal Manager Associate Director [email protected] [email protected] Encl.: As above

Disclaimer CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the facility/instrument, which may involve acceleration of payments in case of rating downgrades. However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp downgrades.


Page 1 of 9 CARE Ratings Ltd.

4th Floor, Godrej Coliseum, Somaiya Hospital Road, Off Eastern Express Highway, Sion (E), Mumbai

- 400 022.

Tel.: +91-22- 6754 3456 ⚫ Fax: +91-22- 022 6754 3457 ⚫ www.careratings.com ⚫ CIN-

L67190MH1993PLC071691

No. CARE/HO/RR/2021-22/1155

Mr. P Venkatesalu Executive Director (Finance) & CFO Trent Limited Trent House, G - Block, Plot No. C - 60, BKC, Bandra East, Mumbai Maharashtra 400051

May 24, 2021

Credit rating of Proposed Non Convertible Debentures for Rs. 500.00cr

Please refer to our letter(s) dated May 21, 2021 on the above subject.

2. The rationale for the rating(s is attached as an Annexure-I.

3. We request you to peruse the annexed document and offer your comments,

if any. We are doing this as a matter of courtesy to our clients and with a

view to ensure that no factual inaccuracies have inadvertently crept in. Kindly

revert as early as possible. In any case, if we do not hear from you by May 25,

2021 we will proceed on the basis that you have no comments to offer.

If you have any further clarifications, you are welcome to approach us.

Thanking you,

Yours faithfully,

Pulkit Agarwal

Associate Director

Encl.: As above



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L67190MH1993PLC071691

Annexure I- Rating Rationale

Ratings

Facilities Amount

(Rs. crore) Rating1 Rating Action

Proposed NCD issue 500.00

CARE AA+; Stable

(Double A Plus;

Outlook: Stable

Assigned

Details of instruments/facilities in Annexure-1

Other rated facilities and instruments

Facilities Amount (Rs. crore) Rating

Bank Facilities-Fund Based - LT-Working Capital Demand loan

85.00 CARE AA+; Stable (Double A Plus; Outlook: Stable

Bank Facilities-Non-Fund Based - ST-BG/LC

8.00 CARE A1+ (A One Plus)

Long Term Instruments – Non-Convertible Debentures

300 CARE AA+; Stable

(Double A Plus; Outlook: Stable

Detailed Rationale & Key Rating Drivers

The rating assigned to the proposed instrument of Trent Limited (Trent) factors in extensive

experience of the management and strong financial flexibility being part of TATA group. Trent is a part

of the Tata Group, with the group holding 37.01% as on March 31, 2021.The group has supported

through infusion of funds in the past and CARE expects need-based support to continue. The rating

derives strength from the company’s geographical dispersion of retail stores (around 400 stores in

over 90 cities), comfortable liquidity position and strong financial profile. The ratings also factor in the

presence in different retail formats/product category Joint Venture (JV) with British major, Tesco PLC

(Tesco), for Trent’s Star Bazaar and association with Inditex (Zara & Massimo Dutti) in the high street

fashion segment.

The ratings are, however, tempered by the continued losses in some of its retail format like landmark

and Booker India and JV’s like Star Bazaar and Massimo Dutti necessitating regular funding support,

challenging outlook of retail industry due to uncertainties brought about by the second wave of Covid

19 and high competition in fashion retail.

1Complete definition of the ratings assigned are available at www.careratings.com and other CARE

publications




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L67190MH1993PLC071691

Rating Sensitivities

Positive Factors

▪ Revival of consumer demand leading to significant growth in its sales and improvement in its

profitability margins as well as debt coverage indicators on a sustained basis

Negative factors

▪ Significant adverse impact on the liquidity, working capital cycle and debt coverage indicators of

the company.

▪ Significantly higher than anticipated support to subsidiaries/JVs.

Detailed description of the key rating drivers

Key Rating Strengths

Strong parentage and an experienced management team: Trent is a part of the USD 100 billion Tata

Group which comprises over 100 operating companies in seven business sectors namely

communications and information technology, engineering, materials, services, energy, consumer

products and chemicals. The group has operations in more than 100 countries across six continents,

and its companies export products and services to 85 countries.

The group holding in Trent is around 37.01% (which includes about 32.45% direct stake of Tata Sons

Private Limited) as on March 31, 2021. The company is headed by Mr. Noel N Tata (Chairman) who is

assisted by a team of experienced professionals across various functions. Trent’s market capitalization

was Rs.29456 crore as of May 18, 2021.

During FY20, Tata Sons Private Limited infused Rs.950 crore into Trent Limited for funding its

expansion plans and back end investments in warehousing and allied activities etc.

Diversified geographical presence, established Brands and tie ups with reputed retailers: Trent is

one of the leading retail players in the Indian retail industry with the series of established brands

across retail segments. Trent operates in both the value and lifestyle segments such as Westside

(Lifestyle), Zudio (Value fashion retail), Landmark (Books and Music). Trent operates around 400

stores in over 90 cities as on March 31, 2021 under various segments across India. Westside

accounted for majority of the company’s revenues and derives its entire revenue from its own private

label brands.



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L67190MH1993PLC071691

Star stores are primarily operated by Trent Hypermarket Private Limited (THPL) - a 50:50 JV between

Trent Ltd & Tesco PLC UK. Under the star brand, the company has 51 Star Hyper stores and Star

market stores.

Strong financial profile and comfortable liquidity position

Trent’s flagship format Westside accounted for around 75% of the Company’s revenues in FY21 (~80%

in FY20). It is operating through 174 stores spread across 90 cities in India. Sales per square feet

dipped to Rs. 6777 in FY21 as compared to Rs.10,393/- in FY 20. Own brands contributed over 99

percent of total revenues (99% in FY 20). Westside’s “own-brand-led” business model allows active

control across the value chain with respect to key aspects of design, branding, sourcing, logistics,

pricing, display, promotion and selling.

The overall gearing including lease liabilities for Trent stood at 1.29x as of March 31, 2021 (moderated

from 1.09x as of March 31, 2020) while the total debt (excluding lease liabilities) remained at

Rs.299.74 crore as of March 31, 2021. The company’s operating performance was impacted

significantly due to Covid induced lockdowns with EBITDA down by 37%. Consequently, other debt

coverage indicators such as PBILDT interest coverage moderated from 2.45x as on March 31, 2020 to

1.20 x as on March 31, 2021.

The company’s liquidity remains comfortable with cash and liquid investments of ~ Rs. 816.0 crore at

consolidated level at the end of March 2021.

Trent inventory stocking policy is mostly on ‘outright purchase’ basis which makes it vulnerable to

inventory obsolescence and blocking of working capital in case of a slowdown. However, the

company’s inventory per square feet has largely remained stable. Also, as majority of the sales occur

in cash, the collection cycle is low. The operating cycle remained stable at 37 days as of March 31,

2021. The Company’s working capital utilization has continued to remain minimal in the past year.

Key Rating Weaknesses

Subdued performance of subsidiaries/JV; additional investments to fund losses and support growth:

Some of the company’s retail format like landmark and Booker India and JV’s like Star Bazaar and

Massimo Dutti continue to incur losses necessitating regular funding support.



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L67190MH1993PLC071691

Improvement in loss making subsidiaries/JVs’ financial performance and reduced capital requirement

from Trent will remain key rating concerns.

High competition in fashion retail: The Company is competing with the crowded branded apparel

segment and facing the steep competition from unorganized players as the entry barrier is low.

Uncertainty about second wave of Covid :The company’s retail operations continue to remain

impacted on account of Covid induced lockdowns. The company is looking at various cost control

measures like lease renegotiation, rental waivers etc.

Liquidity: Strong – Liquidity is marked by superior liquidity profile against repayment obligations of

Rs. 299.74 crore in Q2FY22.The company has cash and bank balance and liquid investments of Rs.

816.0 crore at consolidated level at the end of March 31, 2021. The company has minimal utilization

of its bank lines. The company has capex plan of approx. Rs. 100 crore in FY22 and is expected to

provide funding support of Rs. ~75-100 crore towards its JV’s and subsidiaries.

Analytical approach: Changed to Consolidated from Standalone (CARE has changed its analytical

approach to Consolidated, considering operational and financial linkages between the subsidiaries

and JV’s). The list of subsidiaries considered for consolidation is given as Annexure III.

Applicable Criteria: Criteria on assigning ‘outlook’ and ‘credit watch’ to Credit Ratings CARE’s Policy on Default Recognition Rating Methodology: Consolidation Rating Methodology: Organised Retail Companies Financial ratios – Non-Financial Sector Rating Methodology: Notching by factoring linkages in Ratings Liquidity Analysis of Non-Financial Sector Entities

About the Company Trent Ltd (Trent) is a part of the Tata Group, with the group holding 37.01% as on March 31, 2020.

Trent is present in retail segment and is present in all segments in fashion from value fashion to luxury

products. It runs Westside, a chain of lifestyle retail stores, and Landmark, a books and music chain.

As on March 31, 2021, Trent had 174 operational Westside stores, 6 operational Landmark stores,

133 Zudio stores. The company is also present in grocery retailing through its JV Trent Hypermarket

https://www.careratings.com/pdf/resources/Rating%20Outlook%20and%20credit%20watch%20_30May%202020.pdf

https://www.careratings.com/pdf/resources/CARE's%20Policy%20on%20Default%20Recognition_18June%202020.pdf

https://www.careratings.com/upload/NewsFiles/GetRated/Rating%20Methodology%20-%20Consolidation-Oct%2020.pdf

https://www.careratings.com/upload/NewsFiles/GetRated/RatingMethodology-Organized%20Retail%20Companies_8Dec20.pdf

https://www.careratings.com/pdf/resources/Financial%20Ratios%20_Financial%20Sector_September%202020.pdf

https://www.careratings.com/upload/NewsFiles/GetRated/Rating%20Methodology%20-%20Consolidation-Oct%2020.pdf

https://www.careratings.com/pdf/resources/Liquidity%20Analysis%20of%20Non-Financial%20Sector%20entities_May2020.pdf



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L67190MH1993PLC071691

Private Limited which operates Star Stores. The Company has nine subsidiaries, a joint venture with

Tesco PLC and two associations with Inditex of Spain as on 31st March 2021.

Financial Performance:

(Rs. crore)

For the period ended / as at March 31, 2019 2020 2021

(12m, A) (12m, A)

(12m, Abridged

A)

Working Results Total Operating income 2638.87 3567.21 2521.60

PBILDT 260.92 645.55 313.27

Interest 50.64 263.37 260.79

Depreciation 51.67 247.24 257.30

PAT (after deferred tax) 94.84 105.98 -181.13

Gross Cash Accruals 152.80 350.60 60.21

Financial Position

Equity Capital 33.23 35.55 35.55

Networth 1575.40 2398.84 2290.74

Total Debt 494.14 2618.55 2963.25

Total capital employed 2163.23 4976.45 5253.99

Key Ratios

Growth

Growth in Total income (%) 22.41 35.18 -29.31

Growth in PAT (after D.Tax) (%) 8.96 11.75 -270.91

Profitability

PBILDT/Total Op. income (%) 9.89 18.10 12.46

PAT (after deferred tax)/ Total income (%) 3.59 2.97 -7.22

ROCE (%) 10.16 11.74 7.16

Solvency

LT Debt Equity ratio (times) 0.25 0.13 0.13

Overall gearing ratio(times) 0.31 1.09 1.29

Interest coverage(times) 5.15 2.45 1.20

Term debt/Gross cash accruals (years) 2.61 0.85 4.99

Term debt/PBILDT (years) 1.53 0.46 0.95

Total debt/Gross cash accruals (years) 3.23 7.47 50.05

Total debt/PBILDT (years) 1.89 4.06 9.46

Liquidity

Current ratio (times) 1.52 3.46 1.85

Quick ratio (times) 0.65 2.21 1.28

Turnover

Average collection period (days) 2 2 3

Average inventory (days) 67 71 77



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For the period ended / as at March 31, 2019 2020 2021

(12m, A) (12m, A)

(12m, Abridged

A)

Average creditors (days) 34 33 43

Operating cycle (days) 35 39 37

A: Audited

Status of non-cooperation with previous CRA: Not Applicable Any other information: Not Applicable Rating History for last three years: Please refer Annexure-2 List of Subsidiaries Consolidated: Annexure -3 Complexity level of various instruments rated for this company : Annexure 4 Annexure-1: Details of Instruments/Facilities

Name of the Instrument

Date of Issuance

Coupon Rate

Maturity Date

Size of the Issue

(Rs. crore)

Rating assigned along with Rating

Outlook

Proposed Non Convertible Debentures

- - - 500.00 CARE AA+; Stable

Annexure-2: Rating History of last three years

Sr. No.

Name of the Instrument/Bank

Facilities

Current Ratings Rating history

Type

Amount Outstanding (Rs. crore)

Rating

Date(s) & Rating(s)

assigned in 2020-2021

Date(s) & Rating(s)


Date(s) & Rating(s)


Date(s) & Rating(s)


1. Proposed Non Convertible Debentures

LT 500.00

CARE AA+ Stable May 2021

- - - -

Annexure -3 : Subsidiaries consolidated

S.No Name of companies/ Entities % of holding

1. Fiora Business Support Services Limited 100%

2. Trent Brands Limited

100% (47.99% of the above held by Fiora Business Support



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L67190MH1993PLC071691

Services Ltd.)

3. Nahar Retail Trading Services Ltd 100%

4. Fiora Hypermarket Ltd

100% (100% of the above held by Booker India Ltd)

5. Fiora OnlineLtd

75% ( held by Booker India Ltd)

6. Trent Global HoldingsLtd 100%

7. Booker India Limited 51%(Balance with Tesco Overseas Investment Ltd.)

8. Booker Satnam Wholesale Limited

100% (100% held by Booker India Limited)

9. Common Wealth Developers Limited 100%

Annexure 4: Complexity level of various instruments rated for this Company

Sr. No.

Name of the Instrument Complexity Level

1. Proposed Non Convertible Debentures Simple

Note on complexity levels of the rated instrument: CARE has classified instruments rated by it on the basis of complexity. This classification is available at www.careratings.com. Investors/market intermediaries/regulators or others are welcome to write to [email protected] for any clarifications.

Contact us Media Contact Mradul Mishra Contact no. – +91-22-6837 4424 Email ID – [email protected]

Analyst Contact Group Head Name – Pulkit Agarwal Group Head Contact no.- 022-67543505 Group Head Email ID- [email protected]

Relationship Contact Name: Mr. Ankur Sachdeva Contact no. : +91-22-6754 3495 Email ID : [email protected] About CARE Ratings:

CARE Ratings commenced operations in April 1993 and over two decades, it has established itself as one of the leading credit rating agencies in India. CARE is registered with the Securities and Exchange Board of India (SEBI) and also recognized as an External Credit Assessment Institution (ECAI) by the Reserve Bank of India (RBI). CARE Ratings is proud of its rightful place in the Indian capital market built around investor confidence. CARE Ratings provides the entire spectrum of credit rating that helps the corporates to raise capital for their various requirements and assists the investors to form an informed investment decision based on the credit risk and their own risk-return expectations. Our rating and grading service offerings leverage our domain and analytical expertise backed by the methodologies congruent with the international best practices.




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L67190MH1993PLC071691

[This detailed rationale follows the brief rationale published on May 24, 2021]

Disclaimer

CARE’s ratings are opinions on the likelihood of timely payment of the obligations under the rated instrument and are not recommendations to sanction, renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. CARE’s ratings do not convey suitability or price for the investor. CARE’s ratings do not constitute an audit on the rated entity. CARE has based its ratings/outlooks on information obtained from sources believed by it to be accurate and reliable. CARE does not, however, guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. Most entities whose bank facilities/instruments are rated by CARE have paid a credit rating fee, based on the amount and type of bank facilities/instruments. CARE or its subsidiaries/associates may also have other commercial transactions with the entity. In case of partnership/proprietary concerns, the rating /outlook assigned by CARE is, inter-alia, based on the capital deployed by the partners/proprietor and the financial strength of the firm at present. The rating/outlook may undergo change in case of withdrawal of capital or the unsecured loans brought in by the partners/proprietor in addition to the financial performance and other relevant factors. CARE is not responsible for any errors and states that it has no financial liability whatsoever to the users of CARE’s rating. Our ratings do not factor in any rating related trigger clauses as per the terms of the

facility/instrument, which may involve acceleration of payments in case of rating downgrades.

However, if any such clauses are introduced and if triggered, the ratings may see volatility and sharp

downgrades.

**For detailed Rationale Report and subscription information, please contact us at www.careratings.com


Registered Office: Axis House, Bombay Dyeing Mills Compound, Pandhurang Budhkar Marg, Worli Mumbai - 400 025

Corporate Office: The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai-400 028 Tel No.: 022-62300451 Fax No.: 022-6230 0700 Website- www.axistrustee.com

Corporate Identify Number: U74999MH2008PLC182264 | MSME Registered UAN: MH19E0033585

ATSL/CO/21-22/781 May 18, 2021

To,

Trent Limited Trent House, G-Block, Plot No C-60

Bandra Kurla Complex, Bandra (East)

Mumbai – 400 051

Dear Sir/ Madam,

Sub: Consent to act as Debenture Trustee for the proposed privately placed issue of Rated,

Unsecured, Redeemable, Non-Convertible Debentures aggregating Rs. 500 Crores by Trent

Limited (The “Company” Or The “Issuer”).

We, Axis Trustee Services Limited, hereby give our consent to act as the Debenture Trustee for the

abovementioned issue of Debentures having a tenure of more than one year and are agreeable to

the inclusion of our name as Debenture Trustee in the Shelf Prospectus/ Private Placement offer letter/

Information Memorandum and/or application to be made to the Stock Exchange for the listing of the

said Debentures.

Axis Trustee Services Limited (ATSL) consenting to act as Debenture Trustee is purely its business decision

and not an indication on the Issuer’s standing or on the Debenture Issue. By consenting to act as

Debenture Trustee, ATSL does not make nor deems to have made any representation on the Issuer, its

Operations, the details and projections about the Issuer or the Debentures under Offer made in the

Shelf Prospectus/ Private Placement offer letter/ Information Memorandum / Offer Document.

Applicants / Investors are advised to read carefully the Shelf Prospectus/ Private Placement offer letter/

Information Memorandum / Offer Document and make their own enquiry, carry out due diligence

and analysis about the Issuer, its performance and profitability and details in the Shelf Prospectus/

Private Placement offer letter/ Information Memorandum / Offer Document before taking their

investment decision. ATSL shall not be responsible for the investment decision and its consequence.

We also confirm that we are not disqualified to be appointed as Debentures Trustee within the

meaning of Rule 18(2)(c) of the Companies (Share Capital and Debentures) Rules, 2014.

Yours truly,

For Axis Trustee Services Limited

Mangalagowri Bhat

Assistant General Manager

Annexure II

TRENT LIMITEDRegistered Office: Bombay House, 24, Homi Mody Street, Mumbai 400 001

Tel: 022-67009000; Email Id: [email protected];Website: www.mywestside.com; C1N - L24240MH1952PLC008951

Statement of Audited Standalone and Consolidated Financial Results for the Quarter and Year ended 31st March, 2019

1

2

3

4

5

6

7

8

9

10

11

12

13

1-3

15

16

17

18

19

20

21

22

23

24

25

Rs. In Lakhs

ParticularsStandalone Consolidated

For Quarter ended For Year Ended For Year ended31st March 2019 31st Dec. 2018 31St March 2018 31st March 2019 31st March 2018 31st March,2019 31st March,2018

Audited Audited(Refer Note 7) Unaudited (Refer Note 7) Audited Audited Audited Audited

Income from Operations Revenue from operations 66867.34 65647.37 52872.13 253167.55 206629.12 263024.18 215746.24other income 882.24 941.93 1050.28 3630.57 4255 04 4082.18 4421.26Total Income 67749.58 66589.30 53922.41 256798.12 210884.16 267106.36 220167.50

Expensesa) Purchase of Finished Goods 40834.67 38163.85 29596.19 137880.68 99879.18 145966.67 107002.10b) Changes in Inventories of Finished Goods and Work-in-Progress (5688.48) (7332.09) (3318.48) (14646.35) (4004.32) (14822.52) (3851.14)c) Employee benefits expense 6753.16 6545.14 5322.34 25245.93 20255.74 28681.11 23047.80d) Rent and other operating lease expenses 8415.08 8254.49 7120.67 31796.28 26677.16 31648.60 27252.65e) Depreciation and amortization expense 1354.23 1157.31 1111.26 4647.09 4171.14 5166.95 4553.39f) Finance costs 1026..73 880.42 748.05 3675.48 3056.42 3675.49 3056.42g) Other expenses 13176.57 12756.22 11660.66 49238.16 43685.33 48778.39 42176.18

Total Expenses 65871.96 60425.34 52240.69 237837.27 193720.65 249094.69 203237.40

Profit before exceptional item and tax 1877.62 6163.96 1681.72 18960.85 17163.51 18011.67 16930.10

Exceptional items income/ (expense) (Refer note 6) (45.00) (45.00)

Share in profit and (loss) of associates/Joint venture as per Equity method (1164.95) (2264.46)

Profit before tax 1832.62 6163.96 1681.72 18915.85 17163.51 16846.72 14665.64

Tax expense Current tax 26.00 2517.00 1037.00 6817.00 6100.00 7002.42 6268.64Deferred taxes 474.07 (381.00) (521.70) (387.93) (608.70) 629.10 (306.83)(Excess)/short provision for tax (262.62) (262.62) (270.8S)Total tax expenses 237.45 2136.00 515.30 6166.45 5491-30 7360.67 5961.81

Pre acquisition( Profit)/Loss (2.36)

Net profit for the period/year 1595.17 4027.96 1166.42 • 12749.40 11672.21 9483.69 8703.83

Other comprehensive income/(loss)Items that will not be reclassified to Profit and (Loss)(i) Equity Instruments through other comprehensive income (124.81) 66.14 (33.05) (69.95) 61.22 30.01 161.94(ii) Remeasurement of defined benefit plan (128.03) 0.00 (11.92) (154.59) (176.97) (169.69) (167.67)(iii) Income tax on above 44.72 (7.70) 75.27 47.24 75.27 43.89 78.40

items that will be reclassified to Profit and (Loss)Income tax relating to items that will be reclassified to Profit and (Loss)

1.07 (0.01)

Other comprehensive income for the period/ year, net of tax (208.12) 58.44 30.30 (177.30) (40.48) (94.72) 72.66

Total comprehensive income after tax for the period/ year (9+10) 1387.05 4086.40 1196.72 12572.10 11631.73 9388,97 8776.49

Profit/ (Loss) attributable to equity holder of Company 9696.25 8696.84Profit/ (Loss) attributable to non controlling interest (212.56) 6.99

Other comprehensive income attributable to Equity holder of Company (96.32) 70.23Other comprehensive income attributable to Non Controlling interest 1.60 2.43

Total comprehensive income attributable to Equity holder of Company 9599.93 8767.07Total comprehensive income attributable to Non Controlling interest (210.96) 9.42

Paid-up equity share capital (Face Value of Re. 1 per Equity Share) 3323.17 3323.17 3323.17 3323.17 3323.17 3323.17 3323.17

Debt 49414.05 39142.57

Other equity 166356.32 158391.42 161327.75 156213.24

Earnings per share (of Re. 1/- each) (not annualised):(a) Basic 0.48 1.21 0.35 3.84 3.51 2.92 2.62(b) Diluted 0.48 1.21 0.35 3.84 3.51 2.92 2.62

Debt equity ratio 0.29 0.24

Debt service coverage ratio 0.70 0.49

Interest service coverage ratio 6.25 6.80

Assets coverage ratio 6.41 23.17

Debenture redemption reserve 10000.00 9375.00 10000.00 9375.00

Capital redemption reserve 700.00 700.00 700.00 700.00

Net Worth 169679.49 161714.59 164650.92 1S9536.41

Annexure III

Trent LimitedStatement of Assets and Liabilities as at 31st March 2019

Rs. In Lakhs


As at 31stMarch 2019




1. ASSETS1) Non-current assets(a) Property, plant and equipment 53,062.30 48,159.54 56149.14 51146.00(t>) Capital work-in-progress 8.503.23 959.13 8719.11 959.13(c investment Property 3,247.04 3,315.47 3247.04 3315.47(d) Goodwill on Consolidation 2614.55 2614.55(d ) Other Intangible assets(e) Financial Assets

6,404.04 6,311.71 4206.09 4177.06

(i) Investments(ii) Loans

88,093.49 1,02,851.38 80412.54 98015.86

Loan Considered good -Unsecured 377.11 574.57 226.92 163.40(iii) Others 2,997.47 1,955.44 3039.62 1863.88

(f) Deferred tax assets 717.93 282.76(g) Other non-current assets 9,084.53 7,930.80 9427.04 8247.58Total Non-Current Assets (A) 1,72,487.14 1,72,340.80 168042.05 170502.93

2) Current Assets(a) Inventories(b) Financial assets

48,940.01 33,914.76 49701.45 34476.94

(i) Investments(ii) Trade receivables

6,011.82 2,338.04 7869.91 4271.66

Trade Receivables considered good-Unsecured Trade Receivables- credit Impaired

1,413.01 1,306.12 1654.00 1510.21

(iii) Cash and cash equivalents 4,817.92 2,762.19 5146.38 3011.28(iv) Bank balances other than (iii) above(v) Loans

277.37 270.45 277.37 270.45

Loan Receivables considered good - Secured 2,500.00 2,500.00 2500.00 2500.00Loan Receivables considered good - Unsecured Loan Receivables -credit impaired

498.15 483.89 533.39 574.58

(vi) Others 11,714.98 9,955.82 11975.29 10394.87(c ) Current tax assets (Net) 979.84 1073.53 44.01(c) Other current assets 6,417.83 5,559.65 7102.18 6027.11(e )Assets held for sale 2.50Total Current Assets (B) 83,570.93 59,090.92 87833.50 63083.61

Total Assets (A+B) 2,56,058.07 2,31,431.72 255875.55 233586.54


Equity(a) Equity share capital 3,323.17 3,323.17 3323.17 3323.17(b) Other equity 1,66,356.32 1,58,391.42 161327.75 156213.24(c )Non Controlling Interest (289.68) 78.42Total Equity (C) 1,69,679.49 1,61,714.59 164361.24 159614.83

LIABILITIES

1) Non-current liabilities (a) Financial liabilities .

(i) Borrowings 29,955.91 9,989.13 29955.91 9989.13(ii) Other financial liabilities 41.44 226.40 41.44 226.40

(b) Provisions 1,431.08 1,059.98 1563.93 1178.06(c )Deferred tax liabilities (Net) 2547.17 1925.16(c) Other non-current liabilities 3.37 7.86 3.37 7.86Total non-current liabilities 31,431.80 11,283.37 34111.82 13326.61

2) Current liabilities(a) Financial liabilities

(i) Borrowings(ii) Trade payables

9,461.65 29,153.44 9461.65 29153.44

Total outstanding dues of micro enterprises and small enterprises 1,371.47 378.82 1430.49 378.82Total outstanding dues of creditors other than micro enterprises and small enterprises

21,516.72 19,083.63 23,067.15 20,465.67

(iii) Other financial liabilities 16,842.71 4,433.40 17164.17 4796.00(b) Other current liabilities 4,867.49 4,086.43 5132.97 4315.27(c) Provisions 429.38 764.83 558.31 867.26(d) Current tax liabilities (Net) 457.36 533.21 587.75 668.64Total current liabilities 54,946.78 58,433.76 57402.49 60645.10

Total Liabilities (D) 86,378.58 69,717.13 91514.31 73971.71

Total Equity and Liabilities (C+D) 2,56,058.07 2,31,431.7/ 255875.55 233586.54

Notes :1 The above audited Standalone and Consolidated Financial Results for the quarter and year ended 31st March'19 were reviewed by the Audit Committee and thereafter taken on record by the Board of Directors of the Company at its meeting held on 29th April , 2019.

2.Sales of Westside format for the year ended 31st March 2019 was higher by 18% (Like to Like 9%) as compared to the corresponding previous year.

3.Non Convertible Debentures :Rs. in Lakhs

Security DescriptionPrevious due date Next Due Date

Credit ratingInterest /Premium Principal Interest

/Premium Amount Principal Amount

i) NCD September 16 series I (7.84%)

17-09-2018* N.A. 10-09-2019 768.96 10-09-2019 10000.00 CARE AA+

ii) NCD July 18 series I (8.75%) N.A. 26-07-2019 2625.00 26-07-2021 30000.00 CARE AA+‘Interest has been paid on due date.

The Company is a large Corporate as per applicability criteria given under the Sebi circular dated 26th November 2018

4. Ratios have been computed as follows:Debt Service Coverage Ratio = Earnings before Interest and tax/(lnterest+ Principal Repayment)Interest Service Coverage Ratio = Earnings before Interest and tax/lnterest Expenses.Debt represents Loans, Debentures and Commercial papers.Assets Coverage Ratio = Total Assets/Non Convertible Debentures.

5. The main business of the Company and its group entities is retailing. All other activities of the Company and the group are incidental to the main business.Accordingly,there are no separate reportable segments.

6. The exceptional item in the standalone financial results relates to impairment of investments in Trent Global Holdings Limited (a wholly owned subsidiary of the Company).

7. The results of the quarter ended 31st March 2019 and 31st March 2018 are the balancing figure between audited results in respect of full financial year and published year to date results up to third quarter of relevant financial year which were subjected to limited review by statutory auditors.

8. Effective 1st April, 2018. the Company adopted Ind AS 115 'Revenue from Contract with Customers' and the effect on adoption of Ind AS 115 is insignificant on the financial results of the Company.

9. The Board of Directors has recommended a Dividend of Rs. 1.30 Per Equity Share aggregating to Rs.52.08 Crores including dividend distribution tax in respect of the year ended 31 st March 2019.

Mumbai29th April, 2019

For and on behalf of the Board of Directors

DeloitteHaskins & Sells LLP

Chartered Accountants 706, 'B' Wing, 7" Floor ICC Trade Tower Senapati Bapat Road Pune-411 016 Maharashtra, India

Tel:+91 20 6624 4600 Fax: +91 20 6624 4605

INDEPENDENT AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF TRENT LIMITED

1. We have audited the accompanying Statement of Standalone Financial Results of TRENT LIMITED ("the Company")for the year ended 31 March 2019 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016.

2. This Statement, which is the responsibility of the Company's Management and approved by the Board of Directors, has been compiled from the related standalone Ind AS financial statements which has been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder (Tnd AS') and other accounting principles generally accepted in India. Our responsibility is to express an opinion on the Statement based on our audit of such standalone financial statements.

3. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Statement. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the Statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the Statement.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

4. In our opinion and to the best of our information and according to the explanations given to us the Statement:

(i) Is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016; and

(ii) Gives a true and fair view in conformity with the aforesaid Indian Accounting Standards and other accounting principles generally accepted in India of the net

Indiabulls Finance Centre, Tower 3, 27Ih - 32nd Floor, Senapati Bapat Marg, Eiphinstone Road (West), Mumbai - 400 013, Maharashtra, India.(LLP Identification No. AAB-8737)


profit and Total comprehensive income and other financial information of the Company for the year ended 31 March 2019.

5. The Statement includes the results for the Quarter ended 31 March 2019 being the balancing figure between audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

For DELOITTE HASKINS & SELLS LLPChartered Accountants

(Firm's Registration No. 117366W/W-100018)

Place: MumbaiDate: 29 April 2019


INDEPENDENT AUDITORS' REPORT TO THE BOARD OF DIRECTORS OF TRENT LIMITED

1. We have audited the accompanying Statement of Consolidated Financial Results of TRENT LIMITED ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group") and its share of the profit/loss of its joint venture and associates for the year ended 31 March 2019 ("the Statement"), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016.

2. This Statement, which is the responsibility of the Parent's Management and approved by the Board of Directors, has been compiled from the related consolidated financial statements which has been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with relevant rules issued thereunder ("Ind AS") and other accounting principles generally accepted in India. Our responsibility is to express an opinion on the Statement based on our audit of such consolidated financial statements.

3. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Statement. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Parent's preparation and fair presentation of the Statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Parent's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the Statement.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

4. In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other auditors on separate financial statements of the subsidiaries, associates and joint ventures referred to in paragraph 5 below, the Statement:

a. includes the results of the following entities:List of Subsidiaries:1. Trent Brands Limited2. Nahar Retail Trading Services Limited


3. Fiora Business Support Services Limited (Formerly known as Westland Limited)4. Fiora Services Limited5. Trent Global Holding Limited6. Fiora Hypermarket Limited7. Fiora Online Limited

List of Joint Ventures:1. Trent Hypermarket Private Limited and its subsidiaries

List of Associates:1. Inditex Trent Retail India Private Limited2. Massimo Dutti India Private Limited

b. is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016; and

c. gives a true and fair view in conformity with the aforesaid Indian Accounting Standards and other accounting principles generally accepted in India of the net profit, total comprehensive income and other financial information of the Group for the year ended 31 March 2019.

5. We did not audit the financial statements of 4 subsidiaries included in the consolidated financial results, whose financial statements reflect total assets of Rs. 80.24 crores as at 31 March 2019, total revenues of Rs. 39.46 crores, total net loss after tax of Rs. 3.24 crores and total comprehensive income of Rs. 0.89 crore for the year ended on that date, as considered in the consolidated financial results. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors.

Our opinion on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.


(Firm's Registration No. 117366W/W - 100018)

Place: MumbaiDate: 29 April 2019

TRENT tlMITEO

Registered Office: Bombay House, 24, Homl Mody Street, Mumbai 400 001

Tel: 022-67009000; (mall Id: Investor.rel»tionsig>tfent-tata.eom;

Website: www.westslde.com; ON - L2424OMH1952PtCO0S951 Statement of Standalone and Consolidated Financial Results for the quarter and Year ended 31st March, 2020

SU. In Lakhs

Partfewfefs

Standalone

For Quarter ended For Year ended for Quarter ended Far Year ended

am Mar,2020 31st Dec,2019 31st Mar,2019 31st Mar,2020 31st Mar ,2019 31st Mar.2020 31st Dee,2019 31st Mm,201.9 31st Mar,2020 list Mar,2019

Refer Note 10 Unaudited' Refer Note 10 Audited Audited Refer Note 10 Unaudited Refer Note .10 Audited Audited

1 income from Operations

fevwe tmm operates 22277.73 86969 97 66867.34 317767.11 253167.55 842.93.41 69432.53 348597,52 263024 Jfc

Ottw income 3436 24 33 23.97 882.24 15176.21 3630.57 t 376W, 3939.96 960 5$ 14450.68 4C-82US

Total Income 25713,97 90793.94 67749.58 332943.32 2$^?98.12 8805436 102768.69 70393.12 363048.20 26710636

2 Expenses145966,67a) Purchase of Stock-iiwade 4337137 43116.68 40834.8? 168192.54 137880.58 53759,25 53854.55 43109.39

imfeio)bj Oiroges in Inventories of Stock in-Trade (4672.63) (180.86) (5688.48) (7817.84) (14646.35) (3887.03) (39.38) (5864.73) (14822.521

cl Enspbyee benefits exoeme 7581.45 804830 6753.36 5X3X0,46 25245.93 m?,03 931051 77808 286S1.11

d| Reni and other operating (ease expenses 3904,46 5860.53 8415.08 31736,28 38003 5561 86 8033.11 193402 3X64S.60

Depredation and amortization expense €U$3s 5790.30 1354.23 £83® 4647.09 66S&3O 6330.81 3535.47 2-4724.2..- 5166 95

T> finance costs • 5927.41 1026.73 2382944 3675,43 6X37.86 6141.98 102.6.73 24573.98 3675.49

g) Other expenses. 1DX 79 .12.771.51 13176.57 4950537 49238.16 X3365.27 13389. SO 13536.38 50825,43 48778.39

Total Expenses 7SO46.13 §133X67 65871.96 308385.88 237837.27 88777.11 94529.83 69158.78 343506.66 249094.69

3 Proftt/floss) before exceptional Item and tax 667.84 3460.2? 1877.62 24554.44 18960.85 (722.75) 8238.86 un.u 1.994 li 54 19011.67

4 Exceptional items income/(expense) (Hete' note (2.60) - (45.00) (2.60) (45.001 - ■ '

5 Share in profit and (fess) of assooates/Joint venture as per Equity method - - (294339) S5 (1230.61) (3042.93) (1164 SSI

6 ProSt/lloM) before tax 66S.24 9460.27 1832.62 24551,84 18915.85 (1666.34) MM 71 3.73 16498.61 16646.7 2

7 Tax expenseCurrent tax (933.00) 1110.00 26.00 6004.00 6817.00 (871.25) 23.46 64 $03)5 7002.42-Deferred taxes 1337,00 3808,00 474.0/ 3359.00 (387.931 ....... P116..U) .........1555 07 67193 (261.55! 679.10!Excess)/slx>« provision for tax - (231.96) (262.62) (269.32) (262.62) (0 42) (349 SB, (275091 (287,66) (27O.S6)fatal tax expenses 404.00 3886.04 237.4S 9093.68 6166.45 (3987.98) 4472.14 420.36 5900.81 7360.67

S Pie acquisition! Profit)/loss - - - - (2.361 (2.36!

9 Net Pns^^(toss) for the quarter / year 261.24 5574.23 1595.17 1545845 12749.40 121.64 4916,57 (414,99) 10597.80 9483.69

10 Other comprehensive incomeitems that will not be reclassified to Profit and (loss)01 Equity Instruments through caber comprehensive income (23.501 (2.94) (1.24.81) (33.34) (69.95) (305.13) (4,95) (55.73) (319 071 30.01in; Remeasurem-ent of defined benefit plan (92.651 (128.03) (260.00) (154.59) (140.25) 1.40 (124.51) . (336.16) ! 169.69)(us) income tax on above (19 75) fe* 44.72 3934 . 47.24 (4.64) (1.57) ' '40,31 ; 57.92

tumts that will Beredassrfied to Profit and (toss) (C.79) (0.05) 1.07 (0.87) W1 - come tax i eUbng to items that will be reclassified to Profit and (toss) * •

Other comprehensive income for the quarter / year, net of tax (135.90) (2.61) (208.12) (254.00) (177.30) (450.81, (5.17) (131.86) 1598.18) (94.72)

r. Total comprehensive Income after tax tor the quarter / year (9+10) 12534 5571,62 1387.05 15204.16 12572.10 (I2S.X7) 4911.40 (557,85) 9999.62 9388,97

particulars

Standalone Consolidated

For Quarter ended For Year ended For Quar ter ended

31st Mar,2020 31st Dec,2019 31st Mar,2019 31st Mar,2020 31st Mar,2019 31st Mar,3020 31st EteQIOM 31st Mar,2019

Refer Note 10 Unaudited Refer Note 10 Audited Audited Refer Note i.0 Unaudited Refer Note 10

12 Profit,1 (toss) attributable to c quity holder of Company 1272.62 5387.00 (436.12)

Profit/(Salt) attributable to non controlling interest • - (950.98 (470.231 17.13

13 Othei comprehensive income attiit ulabie to Equity holder of Company to. - (441.71) (4.47) (140.69)Other comprehensive income attributable to Non Controlling interest • * • - - (9.10) (0.70) 1.83

14 Total comprehensive income attributable to Equity holder of Company - 830,91 5382.53 (578.82)Total comprehensive income attributable to Hon Controlling intomt •- - ■7 - ,'96'O.CS) (471.13) 18.97

15 Mbdup equity store capital (Face Value of fie. 1 per Equity Share) 3554.87 355A87 3323 17 3554.87 3323,17 3554.8 7 3554.87 3323.17

16 Paid up Debt capital (Refer Rote 4) 252739.44 49414.05

17 Other equity 246344.27 165356.32

18 Earnmgs per share (of Re. 1/- each) (not annualised):

(a) Basic 0.07 1.57 0.48 4.45 3.84 0.36 1.57 (0.13)(b) Diluted 0.07 1.57 0.48 4.45 3.84 0.36 1.52 (0.13)

19 Debt equity ratio (Refer Note 4 ) 1.01 0.29

20 Debt service coverage ratio 'Refer Note 4)0.80 0.70

21 Interest service coverage rata (Refer Note 4)2.03 6.25

22 Assets coverage ratio (Refer Note 4)2.13 6.41

23 Debenture redemption reserve1000000 10000.00

24 Cbptot redemption reserve700.00 700.00

25 Net Wor th249899.14 169679.45

Ss.Inlakhs

Few Year ended

31st Mar,;Audited

12277.68(1679.88)

1,588.00)(10.18)

11689. fig (1690.06)

3554.87

235248.76

3.S3;3.53

1000000

700,00

i 23tS03.63

119

Audited

9636,25(212.56)

1.60too'

9599.93(210.96)

IQO^OO

700 00

js46$<m

I

Trent limitedStatement of Assets and liabilities as at 31st March 2020

Rs. In Ufchs


As at 31st March 2020

As at 31st March 2019

As at 31st Ma«h 2020

As etStstMarch 2019

Audited Audited Audited Audited1. ASSETS1) Non-current assets(a( Property, plant and equipment 62,074.98 53,062.30 65.464.36 56,149.14(b) Capital work-in-progress 2,314.98 8.S03.23 2,332.06 8.719.11(e (Investment Property 2,875.42 3,247.04 2,875.42 3,247.04

£d( Goodwill on Consolidation - 2,718.86 2.614.55(e (Other Intangible assets 6,464.74 6,404.04 4,226.95 4,206.09(f (Right of use assets (g) Financial Assets

1,90,407.74 ■ 1,98,556.74

0} investments (it) Loans

92,685.42 88,093.49 73,591.32 80,412.54

loan Considered good -Unsecured 164.26 377.11 234.06 226.92(ill) Others 7,207.50 2,997.47 7,607.26 3,039.62

(h) Deferred tax assets (Net) 10,695.44 717.93 ll,039,S6(r) Other non-current assets 9,982.88 9,084.53 11,674.57 9,427.04Total Non-Current Assets (A) 3,84,873.36 1,72,487.14 3,80,321.16 1,68,042.05


58,652.12 48,940.01 60,781.36 49,701.45

(1) Investments (ii) Trade receivables

67,996,75 6.011.82 77,886.42 7,869.91

Trade Receivables considered good Unsecured 1,333.00 1.413.01 1,711.41 1,654.00Trade Receivables- credit Impaired - r -

(iii) Cash and cash equivalents 4,122.09 4.817.92 5.600.36 5,14-6,38pvj Bank balances other than (iii) above (v) loans

284.24 277.37 541.05 277 37

loan Receivables considered good - Secured 2,500.00 2,500.00 2,500,00 2,500100loan Receivables considered good - Unsecured 6,066.24 498.15 6,097.44 533.39loan Receivables -credit Impaired - - •

(vi) Others 3,631.61 11,714.93 3,909.24 11,975.29(c) Current tax assets (Net) 2.194.56 979.84 2,345.07 1,07333(d) Other current assets 7,395.74 6,417.83 8,328.33 7.102.18(e (Assets held for sale 453.46 644.95 -Total Current Assets (B) 1,54,635,81 33,570.93 1,70,345.63 87,833.50

Total Assets (A»B) 5,39,509.17 2,56,058.07 5,50,666.79 235,875.55

II. EQUITY AND UABILITIES

Equity(a( Equity share capital 3,554.87 3,323.17 3,554,87 3,323.17(b) Other equity 2,46.344.27 1,66,356.32 2,35,248.76 1,61,327.75(c (Non Controlling InterestTotal Equity (C)

• - 8,025.95 (289.68)2,49,899.14 1,69,679.49 2,45,529.58 1,64361.24

■ sSiftBz/LIABILITIES

1) Non-current liabilities (a) Financial liabilities

(i) Borrowings 29,973.85 29,955.91 29,973.85 29,955,91(11) Other financial liabilities 2.14,711.00 41.44 2,22,625-75 41.44

(b) Provisions 1,594.03 1,431.08 1,821.32 1,565.93(c (Deferred tax liabilities (Net; - - 2,547.17(d) Other non-current liabilities 689.80 3.37 689.80 337Total non-current liabilities 2,46,968.68 31,431.80 2,55,110.72 34,111.32


fi) Borrowings (ii) Trade payables

9,461.55 * 9,461.65

Total outstanding dues of micro enterprises and small enterprises 1,859,90 1,371.47 1.886.62 1,430.49Total outstanding dues of creditors other than micro enterprises and small enterprises

23,787.50 21,516.72 .3' • 27,878,12 23.ub7.lS

(iii) Other financial liabilities s'(b) Other current liabilities /</''’(c) Provisions ■\'5 '.

12,607.89 15,842.71 13,.904.23 17,164.1?3,712.28 4,867.49 4.127.69 5,132.9?

586.60 42938 723.01 558.31(d) Current tax liabilities (Net) p/ '

Total current liabilities WrS v ZaX "33.18 457.36 £06,32 587.75

42,641,3S 54,946.78 48,726.49 57,402.49

Total liabilities (D) 2,89,610.03 86,378.58 3,03,837.21 91.5 Hl!

Total Equity and Liabilities (C+D) 5,39,509.17 2,56,058.07 5,50,666,79 2.55,875,SS

TRENT LIMITEDAudited Standalone Cash flow statement for the year ended on JUt March, 2020

PARTICULARS

For the year ended on 31st March 2020


Rs. in Lakhs

CASH FLOW FROM OPERATING ACTIVITIES

I Net Profit before Taxes and Exceptional Items Adjustments for:Depreciation 23,112.70

[Amortisation of Leasehold Land 72.69[provision for doubtful debts & bad debts written off/(wrltten back) 122.35[finance income and cost (net) 20,583.58(Profit)/loss on Property, Plant & Equipment soid/dlscarded (net) (485.01)

J(Profit)/Loss on Sale of Investments(net) (1,368.52)hreome from Investments (not) (1,465.60)Unrealised Foreign Exchange Loss (110.20!

[Bwss Provisions / Liabilities no longer required wrttw back (214.27)[changes In the fair value of Investments (2,039.90)Amortised cost of Borrowings and Deposits 21.45Amortisation of deferred lease (Income) (38.23)Amortisation of deferred leases Expenses(Gain) /toss on lease termination (6,106.96)Remeasurement of Defined Seneflt Plan (260.00)Expired Gift Vouchers and Credit Notes written back (332.38)

Operating Profit Before Working Capital Changes i Adjustments for;JflncreaseJ/Decrease in inventories(Increasej/Decr ease in Trade Receivables & Other Current Assets (Increasel/Ofecnaasp in Loans and Other Non Current Assets Increase/fOecreasej In Trade Payable & Other Current Liabilities

jlncrease/fDecrease) In Non Current Liabilities

[Cash generated from operations

I Direct Taxes Paid

I Net Cash from Operating Activi ties

B I CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Property,Plant and. Equipment & Investment Property; Safe of Property,Plant and Equipment & investment Property Purchase of investmentsSale of Investments Loans givenRepayment of Loans given Interest received Income From Investments (net)Purchase of / Subscription to Investments in Subsidiaries, Joint

ventures and AssociatesSales/ redemption of investments in Subsidiaries, joint venture and AssociatesDividend from Investments in Subsidiaries, Joint ventures and AssociatesNet cash used in Investing Activities

C [CASH FLOW FROM FINANCING ACTIVITIES iissue of securities (Net of issue expenses) [Redemption of Long Term borrowings (Payment of Lease LiabilityLong Term borrowings (Net of issue e,

[Short term borrowing [Repayment of short Term borrowing

Tinance Cost [Dividend Paidflnduding Dividend Distribution Tax)

‘Net cash from Financing Activities

/NETiNCREASE/fDECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AS AT OPENINGCASH AND CASH EQUIVALENTS AS AT CLOSING

Notes:I) All figures in brackets are outflows.

Rs In Lakhs

24,554.44

31,431.70

56,046.14

Rs. In Lakhs

18,960.85

4,647,0971.69

(180,96)1.798.331,025.17(734.52)(196.16)(127,75)(456.14)(325.4/)

18.65(23.23)278.64

(154.59)(415.90)

(3,712.10)(2,186.12)(2,265.68)2,026.581,019.95

(8,070.66)

(14,649.08)4151.47

(2,86,181.29)2,21,484.30

(9,825.00)4,455.001,8=9.02

246.25(10,819.36}

6,311.95'

1,219.36

94,979.28(10,000.00)(7,957.99)

S,344.si

(18,648.74)(24,365.79)(5,201.26)

(11,117.37)44,928.77

(8,070,66)

36,858.11

(75,697.38)

38,150.31

(688,96)5,095.294,406.33

5,224.65

24,185.50

(15,024.75)(1,492.94)(2,364.32)5,139.40

ISO <3(13,561.98)10,623.5

17,304.56)(7,80456)

2,818,95

(19,298.70)710.61

(1,24.698.73) 1,47,043 37

215.001576.95

196.16

(10,316.20)

(4,571.54)

29,944.619,303.33

(28,642.88)(2,198,00)(4591.43)3,836.23

2,063.653.031.645.095,29

Trent limitedAudited Consolidated Cashflow Statement for the year ended on 31st March,7020

SrNc PARTICULARS>.

For Ute year ended on31st March 2020

For the year ended on31st March 2019

Rs In lakhs Rs in Lakhs Rs In Lakhs


Net Profit before Taxes and Exceptional ItemsAdjustments for:

DepreciationAmortisation of Leasehold landProvision for doubtful debts and bad debts written offFinance income and cost (Net)(Proflt)/Loss on Fixed Assets sold/discarded (Net)(Profit)/Loss on sate of InvestmentsIncome From InvestmentsUnrealised foreign exchange loss/ (gain)Excess provision no longer required written backShare in Profit and loss of Joint venture and AssociatesChanges in the fair value of InvestmentsAmortised cost of Non Convertible debenturesAmortisation of deferred lease (Income)Amortisation of deferred lease ExpensesRemeasurement of Defined Benefit PlanExpired Gift Vouchers and Credit Notes written back (Gain) / loss on lease termination

24,724.2272.77

234.1921,264,02

(4 79.12)(1,468.84)

(258.73)(110.20)(343.67)

3,042.93(2,229.67)

21.45(52.00)

(273.37)(332.38)

(6,106.96)

16,498.61 16,846.72

5.166.9572 77

(187.74)1,648021,030.61(76661)(203.87)(127.7$)(619.34)

1464.9$(406,46)

5605(23.23)278.64

(166.07)(415.5®)

37,704.64 6,501.02

Operating Profit Before Working Capital Changes

Adjustments for:(Increasej/Decrease in inventories 1(Increasej/Decrease in Trade Receivables & Other Curter.t Assets (Increasej/Decrease In Loans and Other Non Current Assets increasa/iDecrease) in Trade Payable St Other Current Liabilities Increase/jDecrease) In Non Current Liabilities

(8,895,02)(2,574.08)(2,236.19)2,632.18

746,86

54,203.25 23,347.74

(15.224.S1)(1.148.58)(2,295.93)4(935.55

211.50(10,327.25) (13.522.CU)

Cash generated from operationsDirect Taxes Paid

43,876.00(8,345.83)

9.825,73(7,727(53)

Net Cash from Operating Activities 35,530,1? 2,098 20

B

1

■...»CASH FLOW FROM INVESTING ACTIVITIESPurchase of Property,Plant and Equipments & Investment Property-

Sale of Property,Plant and Equipments & Investment PropertyPurchase of InvestmentsSale of InvestmentsLoans givenRepayment of Loans givennte rest receivedPurchase of/Subscription to Investments in subsidiaries,Joint venturessnd Associatesdividend from Investments

(15,590.72)

4,163.31(2,89,479.71)2,23,744.94

(8,825,00)

3,250.001,897,37

(2,200.01)

258.73

(20,255.73)

736.40 (j.28,520.51)1,51,047.34

1,615.18(8,519.55)

203.87xJet cash from Investing Activities (82,776.29 (3,703 00

Cf1IsRFDP

:ash flow from financing activitiestedemption of Securitiesssue of securities (Net of issue expenses)ong Term & Other.borrowings taki.-n .........hort Term borrowings taken epayment of short Term borrowings mance CostIvidend Paidayment of Lease Liabilities

(1.0,000,00) t.03,242.40

9344.81(18,648,74(25U14.86

(3981.90(8428.47

(1-80)29.944.619,303.93

(28.643.38)(2,264,70)(4,591.93)

N et cash from Financing Activities 46,413.24 3,746.73

D E -FECTOF EXCHANGE FLUCTUATION ON TRANSLATION RESERVE (0.85 ) 1.09

Nj a / At

ET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C+D) /&'

\SH AND CASH EQUIVALENTS AS AT OPENING l§fId : Cash and Cain. Equivalents taken over on Acquisition I * I CH

LSH AND CASH EQUIVALENTS AS AT CLOSING \ d»\0^’*"’”“"*'.. *...................................................

jHWAI-17 :

(833,75

5,423.7!1.551.4-

>) 2.143.02

3,280.73L

* Ci'....

6,141.4 5.423.75

Note: AC<> >I) All figures in brackets are outflows ........................ ................ ........

1. The above Standalone and Consolidated Financial Results for the quarter (unaudited) and year (Audited) ended 31" March 2020 were reviewed by the Audit Committee and thereafter taken on record by the Board of Directors cf the Company at its meeting held on 22nd May 2020.

2. Sales of Westside format for the year ended 31” March 2020 was higher by 16 % (Like to Like 7 %) as compared to the corresponding previous year.

3. During the year the Company has allotted 2,31,70,731 equity shares of Rs. 1/- each at a price of Rs. 410/* per equity share amounting to Rs, 9,49,99,99,710 on a preferential basis to Tata Sons Private Limited, Promoter of the Company, Earnings per share for the quarter and year has been worked out taking into consideration the above issue of shares and hence is not comparable with the corresponding previous quarter /year. The Company has utilised amount of Rs. 80431.57 Lakhs towards the objects of issue and balance unutilised amount of Rs. 14568.43 Lakhs as on 31s< March 2020 has been invested mainly in mutual funds.

4. Non -Convertible Debentures:Rs. in Lakhs

Security Description Previous Due Date Next Due Date RatingInterest Principal Interest Amount Principal Amount

i) NCD September 16 series 1 (7.84%)

09-09-2019 09-09-2019 Redeemed on Due Date CARE AA+

ii) NCD July 18 series 1 (8.75%)

26-07-2019 N.A. 27.07.2020 2632.17 26.07.2021 30000.00 CARE AA+

♦Interest and principal have been paid on due dates.The Company is a large Corporate as per applicability criteria given under the SEBI circular dated 26th November 2018.

5. Ratios have been computed as follows:Paid up debt capital represents Loans, Debentures, Commercial papers and lease liabilities.Debt Service Coverage Ratio = Earnings before Interest and tax/ (Interest* Principal Repayment of debenture, Commercial paper & lease liabilities)Interest Service Coverage Ratio = Earnings before Interest and tax/lnterest Expenses.Assets Coverage Ratio = Total Assets including right to use an asset /Non-Convertible Debentures+ Lease liabilities, Interest: Interest includes interest on borrowing and interest on lease liabilities.

6. Effective April 1, 2019, Trent Ltd and its subsidiaries adopted Ind AS 116 "Leases" and applied the same to all applicable lease contracts existing on April 1, 2019 using the modified retrospective cumulative method allowed under the standard. Under this method, the cumulative adjustment, on the date of initial application, is taken to retained earnings and accordingly, comparatives for the year ended 315t March 2019 have not been retrospectively adjusted. The adoption of the new standard, in the standalone accounts, resulted in recognition of Right-of-Use Asset (ROU) of Rs 164837.51 Lakhs and a Lease Liability of Rs 202890.31 Lakhs, the difference being a cumulative debit to retained earnings.in the Statement of Profit & Loss for the current year, the nature of expense for operating leases has changed from lease rent in the previous year to depreciation cost for the ROU assets and finance cost for interest accrued on lease liabilities. The net effect of Ind AS 116 on the standalone profit before tax for the quarter and year ended on March 2020 is an adverse impact of Rs.374.74 Lakhs and R$.2529.89 Lakhs respectively. The net effect of Ind AS 116 on the consolidated profit before tax for the quarter and year ended on 31st March 2020 is an adverse impact of Rs.1281.91 Lakhs and Rs. 4432.63 Lakhs respectively. Due to above, the results for the quarter and the year ended on 31“ March 2020 are not comparable with the corresponding quarter and previous year.

7. The Company has recognized provision for income tax for the quarter and year ended on 31st March 2020 as per section

115BAA of the Income Tax Act, 1961, as Introduced by the Taxation Law being consolidated have calculated tax expenses without considering the not exercised this option given their respective considerations. Further, |i for deferred tax on the undistributed profits of group entities has bee wherein dividend distribution tax has been removed.

s (Amendment) Act, 2019. 5ome of the entries provisions of said section as those entftids have i the consolidated financial statem^ny provision n made as per provisions of Fina &<E$b20

S. The main business of the Company and its group entities is trading/ retailingof merchandise. All other activities of the Company and the group are incidental to the main business. Accordingly, there are no separate reportable segments.

9. The exceptional item in the standalone financial results of the quarter & year ended on 31st March 2020 and quarter & year ended on 31st March 2019 relates to impairment of investments in Trent Global Holdings Limited (a wholly owned subsidiary of the Company).

10. The results of the quarter ended 31s' March 2020 and 31s’ March 2019 are the balancing figure between audited results in respect of full financial year and published year to date results up to third quarter of relevant financial year.

11. Given the Corona virus pandemic, the Company has been taking various actions consequent to related notifications/ advisories by local, state and central government authorities to contain the pandemic and also considering the health of our employees and customers. We had temporarily closed all retail stores till recently and also adopted a work from home policy for office employees of the company. However, our food stores operated by ourJV/ subsidiaries and their offices (to the extent required) and dealing in essentials continued to operate. The Company does not see incremental risk to recoverability of its assets (w.r.t inventories, investments, tangible assets and other current assets) including given the measures being pursued to safeguard/ mitigate related risks. The Company has since started restoration of store operations in permitted locations post 10th May 2020. (Separate note on Covid 19 Pandemic and related developments is being reported to exchanges in term of SEBI circular issued on 20th May,2020)

12. The Board of Directors has recommended a Dividend of Rs.l Per Equity Share aggregating to Rs. 3554.87lakhs in respect of the year encled 31s' March 2020.


Vlumbai !2nd May 2020

N.N TATA Chairman

Rs. In Lakhs

31st Mar,2020 31st Dec,2019 31st Mar,2019 31st Mar,2020 31st Mar,2019 31st Mar,2020 31st Dec,2019 31st Mar,2019 31st Mar,2020 31st Mar,2019

Refer Note 10 Unaudited Refer Note 10 Audited Audited Refer Note 10 Unaudited Refer Note 10 Audited Audited

1 Income from Operations

Revenue from operations 72277.73 86969.97 66867.34 317767.11 253167.55 84293.41 98828.73 69432.53 348597.52 263024.18

Other income 3436.24 3823.97 882.24 15176.21 3630.57 3760.95 3939.96 960.59 14450.68 4082.18

Total Income 75713.97 90793.94 67749.58 332943.32 256798.12 88054.36 102768.69 70393.12 363048.20 267106.36

2 Expenses

a) Purchase of Stock-in-Trade 43371.37 43116.68 40834.67 168192.54 137880.68 53759.25 53834.55 43109.89 195164.50 145966.67

b) Changes in Inventories of Stock-in-Trade (4672.69) (180.86) (5688.48) (7817.84) (14646.35) (3887.03) (39.38) (5864.78) (6989.10) (14822.52)

c) Employee benefits expense 7581.45 8048.30 6753.16 31310.46 25245.93 8887.03 9310.51 7781.38 35851.65 28681.11

d) Rent and other operating lease expenses 3904.46 5860.53 8415.08 20256.51 31796.28 3808.83 5561.86 8033.11 19349.92 31648.60

e) Depreciation and amortization expense 6115.56 5790.10 1354.23 23112.70 4647.09 6685.90 6330.81 1535.47 24724.22 5166.95

f) Finance costs 5947.19 5927.41 1026.73 23829.14 3675.48 6157.86 6141.98 1026.73 24579.98 3675.49

g) Other expenses 12798.79 12771.51 13176.57 49505.37 49238.16 13365.27 13389.50 13536.98 50825.49 48778.39

Total Expenses 75046.13 81333.67 65871.96 308388.88 237837.27 88777.11 94529.83 69158.78 343506.66 249094.69

3 Profit/(Loss) before exceptional Item and tax 667.84 9460.27 1877.62 24554.44 18960.85 (722.75) 8238.86 1234.34 19541.54 18011.67

4 Exceptional Items income/ (expense) (Refer note 9) (2.60) - (45.00) (2.60) (45.00) - - - - -

5 Share in profit and (loss) of associates/Joint venture as per Equity method - - - - - (2943.59) 1149.85 (1230.61) (3042.93) (1164.95)

6 Profit/(Loss) before tax 665.24 9460.27 1832.62 24551.84 18915.85 (3666.34) 9388.71 3.73 16498.61 16846.72

7 Tax expense

Current tax (933.00) 1110.00 26.00 6004.00 6817.00 (871.25) 1166.96 23.46 6450.05 7002.42

Deferred taxes 1337.00 3008.00 474.07 3359.00 (387.93) (3116.31) 3555.07 671.99 (261.58) 629.10

(Excess)/short provision for tax - (231.96) (262.62) (269.32) (262.62) (0.42) (249.89) (275.09) (287.66) (270.85)

Total tax expenses 404.00 3886.04 237.45 9093.68 6166.45 (3987.98) 4472.14 420.36 5900.81 7360.67

8 Pre acquisition( Profit)/Loss - - - - - - - (2.36) - (2.36)

9 Net Profit/(Loss) for the quarter / year 261.24 5574.23 1595.17 15458.16 12749.40 321.64 4916.57 (418.99) 10597.80 9483.69

10 Other comprehensive income

Items that will not be reclassified to Profit and (Loss)

(i) Equity Instruments through other comprehensive income (23.50) (2.94) (124.81) (33.34) (69.95) (305.13) (4.95) (55.73) (319.07) 30.01

(ii) Remeasurement of defined benefit plan (92.65) - (128.03) (260.00) (154.59) (140.25) 1.40 (124.51) (336.16) (169.69)

(iii) Income tax on above (19.75) 0.33 44.72 39.34 47.24 (4.64) (1.57) 40.31 57.92 43.89

Items that will be reclassified to Profit and (Loss) - - - - - (0.79) (0.05) 1.07 (0.87) 1.07

Income tax relating to items that will be reclassified to Profit and (Loss) - - - - - - - - - -

Other comprehensive income for the quarter / year, net of tax (135.90) (2.61) (208.12) (254.00) (177.30) (450.81) (5.17) (138.86) (598.18) (94.72)

11 Total comprehensive income after tax for the quarter / year (9+10) 125.34 5571.62 1387.05 15204.16 12572.10 (129.17) 4911.40 (557.85) 9999.62 9388.97

Consolidated

Statement of Standalone and Consolidated Financial Results for the Quarter and Year ended 31st March, 2020

Registered Office: Bombay House, 24, Homi Mody Street, Mumbai 400 001

Tel: 022-67009000; Email Id: [email protected];

Website: www.westside.com; CIN – L24240MH1952PLC008951

For Quarter endedParticulars For Quarter ended

Standalone

TRENT LIMITED

For Year ended For Year ended

Rs. In Lakhs

31st Mar,2020 31st Dec,2019 31st Mar,2019 31st Mar,2020 31st Mar,2019 31st Mar,2020 31st Dec,2019 31st Mar,2019 31st Mar,2020 31st Mar,2019

Refer Note 10 Unaudited Refer Note 10 Audited Audited Refer Note 10 Unaudited Refer Note 10 Audited Audited

Consolidated

For Quarter endedParticulars For Quarter ended

Standalone

For Year ended For Year ended

12 Profit/ (Loss) attributable to equity holder of Company - - - - - 1272.62 5387.00 (436.12) 12277.68 9696.25

Profit/ (Loss) attributable to non controlling interest - - - - - (950.98) (470.43) 17.13 (1679.88) (212.56)

13 Other comprehensive income attributable to Equity holder of Company - - - - - (441.71) (4.47) (140.69) (588.00) (96.32)

Other comprehensive income attributable to Non Controlling interest - - - - - (9.10) (0.70) 1.83 (10.18) 1.60

14 Total comprehensive income attributable to Equity holder of Company - - - - - 830.91 5382.53 (576.82) 11689.68 9599.93

Total comprehensive income attributable to Non Controlling interest - - - - - (960.08) (471.13) 18.97 (1690.06) (210.96)

15 Paid-up equity share capital (Face Value of Re. 1 per Equity Share) 3554.87 3554.87 3323.17 3554.87 3323.17 3554.87 3554.87 3323.17 3554.87 3323.17

16 Paid up Debt capital (Refer Note 4 ) 252739.44 49414.05

17 Other equity 246344.27 166356.32 235248.76 161327.75

18 Earnings per share (of Re. 1/- each) (not annualised):

(a) Basic 0.07 1.57 0.48 4.45 3.84 0.36 1.52 (0.13) 3.53 2.92

(b) Diluted 0.07 1.57 0.48 4.45 3.84 0.36 1.52 (0.13) 3.53 2.92

19 Debt equity ratio (Refer Note 4 ) 1.01 0.29

20 Debt service coverage ratio (Refer Note 4 ) 0.80 0.70

21 Interest service coverage ratio (Refer Note 4 ) 2.03 6.25

22 Assets coverage ratio (Refer Note 4 ) 2.13 6.41

23 Debenture redemption reserve 10000.00 10000.00 10000.00 10000.00

24 Capital redemption reserve 700.00 700.00 700.00 700.00

25 Net Worth 249899.14 169679.49 238803.63 164650.92

-0.00 0.00

Trent Limited

Statement of Assets and Liabilities as at 31st March 2020

Rs. In Lakhs

As at 31st March

2020

As at 31st

March 2019

As at 31st

March 2020

As at 31st

March 2019

Audited Audited Audited Audited

I. ASSETS

1) Non-current assets

(a) Property, plant and equipment 62,074.98 53,062.30 65,464.36 56,149.14

(b) Capital work-in-progress 2,314.98 8,503.23 2,332.06 8,719.11

(c )Investment Property 2,875.42 3,247.04 2,875.42 3,247.04

(d) Goodwill on Consolidation - - 2,718.86 2,614.55

(e ) Other Intangible assets 6,464.74 6,404.04 4,226.95 4,206.09

(f ) Right of use assets 1,90,407.74 - 1,98,556.74 -

(g) Financial Assets

(i) Investments 92,685.42 88,093.49 73,591.32 80,412.54

(ii) Loans

Loan Considered good -Unsecured 164.26 377.11 234.06 226.92

(iii) Others 7,207.50 2,997.47 7,607.26 3,039.62

(h ) Deferred tax assets (Net) 10,695.44 717.93 11,039.56 -

(i) Other non-current assets 9,982.88 9,084.53 11,674.57 9,427.04

Total Non-Current Assets (A) 3,84,873.36 1,72,487.14 3,80,321.16 1,68,042.05

2) Current Assets

(a) Inventories 58,652.12 48,940.01 60,781.36 49,701.45

(b) Financial assets

(i) Investments 67,996.75 6,011.82 77,886.42 7,869.91


Trade Receivables considered good-Unsecured 1,333.00 1,413.01 1,711.41 1,654.00

Trade Receivables- credit Impaired - - - -

(iii) Cash and cash equivalents 4,122.09 4,817.92 5,600.36 5,146.38

(iv) Bank balances other than (iii) above 284.24 277.37 541.05 277.37

(v) Loans

Loan Receivables considered good - Secured 2,500.00 2,500.00 2,500.00 2,500.00

Loan Receivables considered good - Unsecured 6,066.24 498.15 6,097.44 533.39

Loan Receivables -credit impaired - - - -

(vi) Others 3,631.61 11,714.98 3,909.24 11,975.29

(c ) Current tax assets (Net) 2,194.56 979.84 2,345.07 1,073.53

(d) Other current assets 7,395.74 6,417.83 8,328.33 7,102.18

(e )Assets held for sale 459.46 - 644.95 -

Total Current Assets (B) 1,54,635.81 83,570.93 1,70,345.63 87,833.50

Total Assets (A+B) 5,39,509.17 2,56,058.07 5,50,666.79 2,55,875.55


Equity

(a) Equity share capital 3,554.87 3,323.17 3,554.87 3,323.17

(b) Other equity 2,46,344.27 1,66,356.32 2,35,248.76 1,61,327.75

(c )Non Controlling Interest - - 8,025.95 (289.68)

Total Equity (C) 2,49,899.14 1,69,679.49 2,46,829.58 1,64,361.24

LIABILITIES

1) Non-current liabilities

(a) Financial liabilities

(i) Borrowings 29,973.85 29,955.91 29,973.85 29,955.91

(ii) Other financial liabilities 2,14,711.00 41.44 2,22,625.75 41.44

(b) Provisions 1,594.03 1,431.08 1,821.32 1,563.93

(c )Deferred tax liabilities (Net) - - - 2,547.17

(d) Other non-current liabilities 689.80 3.37 689.80 3.37

Total non-current liabilities 2,46,968.68 31,431.80 2,55,110.72 34,111.82

2) Current liabilities

(a) Financial liabilities

(i) Borrowings - 9,461.65 - 9,461.65

(ii) Trade payables

Total outstanding dues of micro enterprises and small enterprises 1,859.90 1,371.47 1,886.62 1,430.49


and small enterprises

23,787.50 21,516.72 27,878.12 23,067.15

(iii) Other financial liabilities 12,607.89 16,842.71 13,904.23 17,164.17

(b) Other current liabilities 3,712.28 4,867.49 4,127.69 5,132.97

(c ) Provisions 585.60 429.38 723.01 558.31

(d) Current tax liabilities (Net) 88.18 457.36 206.82 587.75

Total current liabilities 42,641.35 54,946.78 48,726.49 57,402.49

Total Liabilities (D) 2,89,610.03 86,378.58 3,03,837.21 91,514.31

Total Equity and Liabilities (C+D) 5,39,509.17 2,56,058.07 5,50,666.79 2,55,875.55

Consolidated

Particulars

Standalone

Audited Standalone Cash flow statement for the year ended on 31st March, 2020


31st March 2019

Rs. in Lakhs Rs in Lakhs Rs. in Lakhs


Net Profit before Taxes and Exceptional Items 24,554.44 18,960.85

Adjustments for :

Depreciation 23,112.70 4,647.09

Amortisation of Leasehold Land 72.69 71.69

Provision for doubtful debts & bad debts written off/(written back) 122.35 (180.96)

Finance Income and cost (net) 20,583.58 1,798.13

(Profit)/Loss on Property, Plant & Equipment sold/discarded (net) (485.01) 1,025.17

(Profit)/Loss on Sale of Investments(net) (1,368.52) (734.52)

Income from Investments (net) (1,465.60) (196.16)

Unrealised Foreign Exchange Loss (110.20) (127.75)Excess Provisions / Liabilities no longer required written back (214.27) (456.14)

Changes in the fair value of Investments (2,039.90) (325.47)

Amortised cost of Borrowings and Deposits 21.45 18.65

Amortisation of deferred lease (Income) (38.23) (23.23)

Amortisation of deferred lease Expenses - 278.64

(Gain) /loss on lease termination (6,106.96) -

Remeasurement of Defined Benefit Plan (260.00) (154.59)

Expired Gift Vouchers and Credit Notes written back (332.38) (415.90)

31,491.70 5,224.65

Operating Profit Before Working Capital Changes 56,046.14 24,185.50

Adjustments for :

(Increase)/Decrease in Inventories (9,712.10) (15,024.75)

(Increase)/Decrease in Trade Receivables & Other Current Assets (2,186.12) (1,492.94)

(Increase)/Decrease in Loans and Other Non Current Assets (2,265.68) (2,364.32)

Increase/(Decrease) in Trade Payable & Other Current Liabilities 2,026.58 5,139.40

Increase/(Decrease) in Non Current Liabilities 1,019.95 180.63

(11,117.37) (13,561.98)

Cash generated from operations 44,928.77 10,623.52

Direct Taxes Paid (8,070.66) (7,804.56)

(8,070.66) (7,804.56)

Net Cash from Operating Activities 36,858.11 2,818.96


Purchase of Property,Plant and Equipment & Investment Property (14,649.08) (19,298.70)

Sale of Property,Plant and Equipment & Investment Property 4151.47 710.61

Purchase of Investments (2,80,181.29) (1,24,698.73)

Sale of Investments 2,21,484.30 1,47,043.37

Loans given (9,825.00) -

Repayment of Loans given 4,465.00 215.00

Interest received 1,899.02 1,576.95

Income From Investments (net) 246.25 196.16

Purchase of / Subscription to Investments in Subsidiaries, Joint


(10,819.36)

(10,316.20)

Sales/ redemption of investments in Subsidiaries, Joint venture and

Associates

6,311.95 -

Dividend from Investments in Subsidiaries, Joint ventures and

Associates

1,219.36 -

Net cash used in Investing Activities (75,697.38) (4,571.54)


Issue of securities (Net of issue expenses) 94,979.28 -

Redemption of Long Term borrowings (10,000.00) -

Payment of Lease Liability (7,957.99) -

Long Term borrowings (Net of issue expenses) - 29,944.61

Short term borrowing 9,344.81 9,303.93

Repayment of short Term borrowing (18,648.74) (28,642.88)

Finance Cost (24,365.79) (2,198.00)

Dividend Paid(Including Dividend Distribution Tax) (5,201.26) (4,591.43)

Net cash from Financing Activities 38,150.31 3,816.23

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (688.96) 2,063.65

CASH AND CASH EQUIVALENTS AS AT OPENING 5,095.29 3,031.64

CASH AND CASH EQUIVALENTS AS AT CLOSING 4,406.33 5,095.29

I) All figures in brackets are outflows.

TRENT LIMITED

Sr

No PARTICULARS


31st March 2020

Notes:

Trent Limited

Audited Consolidated Cashflow Statement for the year ended on 31st March,2020

PARTICULARS


31st March 2019

Rs in Lakhs Rs in Lakhs Rs in Lakhs


Net Profit before Taxes and Exceptional Items 16,498.61 16,846.72

Adjustments for :

Depreciation 24,724.22 5,166.95

Amortisation of Leasehold Land 72.77 72.77

Provision for doubtful debts and bad debts written off 234.19 (187.74)

Finance Income and cost (Net) 21,264.02 1,648.02

(Profit)/Loss on Fixed Assets sold/discarded (Net) (479.12) 1,030.61

(Profit)/Loss on sale of Investments (1,468.84) (766.61)

Income From Investments (258.73) (203.87)

Unrealised foreign exchange loss/ (gain) (110.20) (127.75)

Excess provision no longer required written back (343.67) (619.34)

Share in Profit and loss of Joint venture and Associates 3,042.93 1,164.95

Changes in the fair value of Investments (2,229.67) (406.46)

Amortised cost of Non Convertible debentures 21.45 56.05

Amortisation of deferred lease (Income) (52.00) (23.23)

Amortisation of deferred lease Expenses - 278.64

Remeasurement of Defined Benefit Plan (273.37) (166.07)

Expired Gift Vouchers and Credit Notes written back (332.38) (415.90)

(Gain) / loss on lease termination (6,106.96) -

37,704.64 6,501.02

Operating Profit Before Working Capital Changes 54,203.25 23,347.74 -

Adjustments for :

(Increase)/Decrease in Inventories (8,896.02) (15,224.51)

(Increase)/Decrease in Trade Receivables & Other Current Assets (2,574.08) (1,148.58)

(Increase)/Decrease in Loans and Other Non Current Assets (2,236.19) (2,295.98)

Increase/(Decrease) in Trade Payable & Other Current Liabilities 2,632.18 4,935.56

Increase/(Decrease) in Non Current Liabilities 746.86 211.50

(10,327.25) (13,522.01)

Cash generated from operations 43,876.00 9,825.73

Direct Taxes Paid (8,345.83) (7,727.53)



Purchase of Property,Plant and Equipments & Investment Property (15,590.72) (20,255.73)

Sale of Property,Plant and Equipments & Investment Property 4,168.31 726.40 Purchase of Investments (2,89,479.71) (1,28,520.51)

Sale of Investments 2,23,744.94 1,51,047.34

Loans given (8,825.00) -

Repayment of Loans given 3,250.00 -

Interest received 1,897.17 1,615.18

Purchase of / Subscription to Investments in susbsidiaries,Joint ventures

and Associates

(2,200.01) (8,519.55)

Dividend from Investments 258.73 203.87

Net cash from Investing Activities (82,776.29) (3,703.00)


Redemption of Securities (10,000.00) -

Issue of securities (Net of issue expenses) 1,03,242.40 (1.80)

Long Term & Other borrowings taken - 29,944.61

Short Term borrowings taken 9344.81 9,303.93

Repayment of short Term borrowings (18,648.74) (28,643.38)

Finance Cost (25114.86) (2,264.70)

Dividend Paid (3981.90) (4,591.93)

Payment of Lease Liabilities (8428.47) -

Net cash from Financing Activities 46,413.24 3,746.73

D EFFECT OF EXCHANGE FLUCTUATION ON TRANSLATION RESERVE (0.87) 1.09

NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C+D) (833.75) 2,143.02

CASH AND CASH EQUIVALENTS AS AT OPENING 5,423.75 3,280.73

Add : Cash and Cash Equivalents taken over on Acquisition 1,551.41 -

CASH AND CASH EQUIVALENTS AS AT CLOSING 6,141.41 5,423.75

i) All figures in brackets are outflows

Sr.

No.


31st March 2020

Note:

1. The above Standalone and Consolidated Financial Results for the quarter (unaudited) and year (Audited) ended 31st

March 2020 were reviewed by the Audit Committee and thereafter taken on record by the Board of Directors of the

Company at its meeting held on 22nd May 2020.

2. Sales of Westside format for the year ended 31st March 2020 was higher by 16 % (Like to Like 7 %) as compared to the

corresponding previous year.

3. During the year the Company has allotted 2,31,70,731 equity shares of Rs. 1/- each at a price of Rs. 410/- per equity

share amounting to Rs. 9,49,99,99,710 on a preferential basis to Tata Sons Private Limited, Promoter of the Company.

Earnings per share for the quarter and year has been worked out taking into consideration the above issue of shares and

hence is not comparable with the corresponding previous quarter /year. The Company has utilised amount of Rs. 80431.57

Lakhs towards the objects of issue and balance unutilised amount of Rs. 14568.43 Lakhs as on 31st March 2020 has been

invested mainly in mutual funds.

4. Non -Convertible Debentures:

Rs. in Lakhs

*Interest and principal have been paid on due dates.

The Company is a large Corporate as per applicability criteria given under the SEBI circular dated 26th November 2018.

5. Ratios have been computed as follows:

Paid up debt capital represents Loans, Debentures, Commercial papers and lease liabilities.

Debt Service Coverage Ratio = Earnings before Interest and tax/ (Interest+ Principal Repayment of debenture, Commercial

paper & lease liabilities)

Interest Service Coverage Ratio = Earnings before Interest and tax/Interest Expenses.

Assets Coverage Ratio = Total Assets including right to use an asset /Non-Convertible Debentures+ Lease liabilities,

Interest: Interest includes interest on borrowing and interest on lease liabilities.

6. Effective April 1, 2019, Trent Ltd and its subsidiaries adopted Ind AS 116 “Leases” and applied the same to all applicable

lease contracts existing on April 1, 2019 using the modified retrospective cumulative method allowed under the standard.

Under this method, the cumulative adjustment, on the date of initial application, is taken to retained earnings and

accordingly, comparatives for the year ended 31st March 2019 have not been retrospectively adjusted. The adoption of

the new standard, in the standalone accounts, resulted in recognition of Right-of-Use Asset (ROU) of Rs 164837.51 Lakhs

and a Lease Liability of Rs 202890.31 Lakhs, the difference being a cumulative debit to retained earnings.

In the Statement of Profit & Loss for the current year, the nature of expense for operating leases has changed from lease

rent in the previous year to depreciation cost for the ROU assets and finance cost for interest accrued on lease liabilities.

The net effect of Ind AS 116 on the standalone profit before tax for the quarter and year ended on March 2020 is an

adverse impact of Rs.374.74 Lakhs and Rs.2529.89 Lakhs respectively. The net effect of Ind AS 116 on the consolidated

profit before tax for the quarter and year ended on 31st March 2020 is an adverse impact of Rs.1281.91 Lakhs and Rs.

4432.63 Lakhs respectively. Due to above, the results for the quarter and the year ended on 31st March 2020 are not

comparable with the corresponding quarter and previous year.

7. The Company has recognized provision for income tax for the quarter and year ended on 31st March 2020 as per section

115BAA of the Income Tax Act, 1961, as introduced by the Taxation Laws (Amendment) Act, 2019. Some of the entities

being consolidated have calculated tax expenses without considering the provisions of said section as those entities have

not exercised this option given their respective considerations. Further, In the consolidated financial statement provision

for deferred tax on the undistributed profits of group entities has been made as per provisions of Finance act, 2020

wherein dividend distribution tax has been removed.

Security Description Previous Due Date Next Due Date Rating

Interest Principal Interest Amount Principal Amount

i) NCD September 16 series I (7.84%)

09-09-2019 09-09-2019 Redeemed on Due Date CARE AA+

ii) NCD July 18 series I (8.75%)

26-07-2019 N.A. 27.07.2020 2632.17 26.07.2021 30000.00 CARE AA+

8. The main business of the Company and its group entities is trading/ retailing of merchandise. All other activities of the

Company and the group are incidental to the main business. Accordingly, there are no separate reportable segments.

9. The exceptional item in the standalone financial results of the quarter & year ended on 31st March 2020 and quarter

& year ended on 31st March 2019 relates to impairment of investments in Trent Global Holdings Limited (a wholly owned

subsidiary of the Company).

10. The results of the quarter ended 31st March 2020 and 31st March 2019 are the balancing figure between audited results

in respect of full financial year and published year to date results up to third quarter of relevant financial year.

11. Given the Corona virus pandemic, the Company has been taking various actions consequent to related notifications/

advisories by local, state and central government authorities to contain the pandemic and also considering the health of

our employees and customers. We had temporarily closed all retail stores till recently and also adopted a work from home

policy for office employees of the company. However, our food stores operated by our JV/ subsidiaries and their offices

(to the extent required) and dealing in essentials continued to operate. The Company does not see incremental risk to

recoverability of its assets (w.r.t inventories, investments, tangible assets and other current assets) including given the

measures being pursued to safeguard/ mitigate related risks. The Company has since started restoration of store

operations in permitted locations post 10th May 2020. (Separate note on Covid 19 Pandemic and related developments is

being reported to exchanges in term of SEBI circular issued on 20th May,2020)

12. The Board of Directors has recommended a Dividend of Rs.1 Per Equity Share aggregating to Rs. 3554.87Lakhs in

respect of the year ended 31st March 2020.


Mumbai N.N TATA

22nd May 2020 Chairman

Sd/-


Chartered Accountants 70S, '0' Wcng. 7* Flow ICC Trade Tcwver Senapati fiapai Road Pune - 411 016 Maharashtra, India

Tel -91 20 6624 4600 Fax: <91 20 66244605

INDEPENDENT AUDITOR'S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF TRENT LIMITED

Opinion and Conclusion

We have (a) audited the accompanying Statement of Standalone Financial Results for the year ended March 31, 2020 ("the statement") and (b) reviewed the Standalone Financial Results for the quarter ended March 31, 2020 (refer 'Other Matters' section below) which were subject to limited review by us, both included in the accompanying "Statement of Standalone Financial Results for the Quarter and Year Ended March 31, 2020 of Trent Limited, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").

(a) Opinion on Annual Financial Results

In our opinion and to the best of our information and according to the explanations given to us, the statement:

(i) is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and

(ii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the net profit and total comprehensive income and other financial information of the Company for the year then ended,

(b) Conclusion on Unaudited Standalone Financial Results for the quarter ended March 31, 2020

With respect to the Standalone Financial Results for the quarter ended March 31, 2020, based on our review conducted as stated in paragraph (b) of Auditor's Responsibilities section below, nothing has come to our attention that causes us to believe that the Standalone Financial Results for the quarter ended March 31, 2020, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed,

----- or that it contains any material misstatement.

Rcgd Office: lndiabulls Finance Centre, Tower 3. 27A 32mS Floor, ftapal Marg, LJptnnsrone Road I Wesl J, .Mumfai - 400 05 3. Moharr&shtru. Indio(LLP Mew ifi cants* Na A AB-#737)


Basis far Opinion an the Audited Standalone Financial Results for the year ended March 31, 2020

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in paragraph (a) of Auditor's Responsibilities section below. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("the ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Results for the year ended March 31, 2020 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

Management's Responsibilities for the Statement

This Statement, which includes the Standalone Financial Results is the responsibility of the Company's Board of Directors, and has been approved by them for the issuance. The Statement has been compiled from the related audited standalone financial statements. This responsibility includes the preparation and presentation of the Standalone Financial Results for the quarter and year ended March 31, 2020 that give a true and fair view of the net profit and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Results, the Board of Directors are responsible for assessing the Company's ability, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the Company.


Auditor's Responsibilities

a) Audit of the Standalone Financial Results for the year ended March 31, 2020

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Results for the year ended March 31, 2020 as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Standalone Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

« Identify and assess the risks of material misstatement of the Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.

• Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.

• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Results, including the disclosures, and whether the Standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.

Space intentionally left blank


Materiality is the magnitude of misstatements in the Annual Standalone Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Standalone Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Standalone Financial Results.We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

b) Review of the Standalone Financial Results for the quarter ended March 31, 2020

We conducted our review of the Standalone Financial Results for the quarter ended March 31, 2020 in accordance with the Standard on Review Engagements ("SRE") 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the ICAI. A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SAs specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Other Matters

• As stated in Note 11 of the Statement, the figures for the corresponding quarter ended March 31, 2019 are the balancing figures between the annual audited figures for the year then ended and the year to date figures for the 9 months period ended December 31, 2018. We have not issued a separate limited review report on the results and figures for the quarter ended March 31, 2019. Our report on the Statement is not modified in respect of this matter.


• The Statement includes the results for the Quarter ended March 31, 2020 being the balancing figure between audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us. Our report on the Statement is not modified in respect of this matter.

For Deloitte Haskins & Sells LLPChartered Accountants


Place: Chennai Date: 22 May 2020

(Membership No. 29519) UDIN: 20029519AAAABN9594


Chartered Accountants 706, B" Wing, 7r Floor ICC Trade Tower Serapati Bapat Road Pone-411 016 Maharashtra, India

Tel' +91 20 6624 46OO Fax- *91 20 6624 4605

INDEPENDENT AUDITOR'S REPORT ON AUDIT OF ANNUAL CONSOLIDATED FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS



We have (a) audited the Consolidated Financial Results for the year ended 31 March 2020 ("the statement") and (b) reviewed the Consolidated Financial Results for the quarter ended 31 March 2020 (refer 'Other Matters' section below), which were subject to limited review by us, both included in the accompanying "Statement of Consolidated Financial Results for the Quarter and Year Ended March 31 2020 of Trent Limited ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), and its share of the net loss after tax and total comprehensive loss of its joint venture and associates for the quarter and year ended 31 March 2020, being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").

(a) Opinion on Annual Consolidated Financial Results

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the audit reports of the other auditors on separate financial statements of the subsidiaries referred to in Other Matters section below, the Consolidated Financial Results for the year ended 31 March 2020

(i) includes the results of the following entities:List of subsidiaries:i. Booker India Private Limitedii. Booker Satnam Wholesale Private Limitediii. Flora Business Support Services Limitediv. Fiora Hypermarket Limitedv. Fiora Online Limitedvi. Fiora Services Limitedvii. Nahar Retail Trading Services Limitedviii. Trent Brands Limitedix. Trent Global Holdings Limited

List of joint VentureTrent Hypermarket Private Limited and its subsidiaries

of associates:Inditex Trent Retail India Private Limited Massimo Dutti India Private Limited

>pace intentionally left, blank

Rc-gd. Office: fndiabulh Finance Centre, Tower 3, 27** 32*41 Fluor. Senapali Bapai Mare;, Flphinsionc Road (Won). Mumhai - 400(113. Maharashtra. India(LLP IdentiTicaiiun No. AAB-K737)



(ii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the consolidated net profit and consolidated total comprehensive income and other financial information of the Group for the year ended 31 March 2020

(b) Conclusion on Unaudited Consolidated Financial Results for the quarter ended 31 March 2020

With respect to the Consolidated Financial Results for the quarter ended31 March 2020, based on our review conducted and procedures performed as stated in paragraph (b) of Auditor's Responsibilities section below and based on the consideration of the review reports of the other auditors referred to in Other Matters section below, nothing has come to our attention that causes us to believe that the Consolidated Financial Results for the quarter ended31 March 2020, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Basis for Opinion on the Audited Consolidated Financial Results for the year ended 31 March 2020

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in paragraph (a) Auditor's Responsibilities section below. We are independent of the Group, its associates and joint venture in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("the ICAI") together with the ethical requirements that are relevant to our audit of the Consolidated Financial Results for the year ended 31 March 2020, under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion

Management’s Responsibilities for the StatementThis Statement, which includes the Consolidated Financial Results is the responsibility of the Parent's Board of Directors and has been approved by them for the issuance. Consolidated Financial Results for the year ended 31 March 2020 has been compiled from the related consolidated financial statements. . This responsibility includes the preparation and presentation of the Consolidated Financial Results for the quarter and year ended 31

2020 that give a true and fair view of the consolidated net profit and consolidated comprehensive income and other financial information of the Group including its tes and joint venture in accordance with the recognition and measurement


principles laid down in the Indian Accounting Standards ("Ind AS"), prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

The respective Board of Directors of the companies included in the Group and of its associates and joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associates and joint venture and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the respective financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of this Consolidated Financial Results by the Directors of the Parent, as aforesaid.

In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group and of its associates and joint venture are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the companies included in the Group and of its associates are responsible for overseeing the financial reporting process of the Group and of its associates and joint venture.


(a) Audit of the Consolidated Financial Results for the year ended 31 March 2020

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results for the year ended 31 March 2020 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assura nee is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Consolidated Financial Results.As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

■ Identify and assess the risks of material misstatement of the Annual Consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal


• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of such controls.



• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates and joint venture to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associates and joint venture to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Annual Consolidated Financial Results, including the disclosures, and whether the Annual Consolidated Financial Results represent the underlying transactions arid events in a manner that achieves fair presentation.

• Perform procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations to the extent applicable.

• Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results, entities within the Group and its associates and joint venture to express an opinion on the Annual Consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Annual Consolidated Financial Results of which we are the independent auditors. For the entities included in the Annual Consolidated Financial Results, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the Annual Consolidated Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Consolidated Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Consolidated Financial Results.

We communicate with those charged with governance of the Parent and such other entities included in the Consolidated Financial Results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify


We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

(b) Review of the Consolidated Financial Results for the quarter ended 31 March 2020

We conducted our review of the Consolidated Financial Results for the quarter ended 31 March 2020 in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the ICAI. A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SA specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

The Statement includes the results of the entities as listed under paragraph (a) (i) of Opinion and Conclusion section above.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

Other Matters

• Attention is drawn to Note 10 to the Statement which states that the Consolidated Financial Results includes the results for the Quarter ended March 31, 2020 being the balancing figure between audited figures in respect of the full financial year and the year to date figures up to the third quarter of the current financial year which were subject to limited review by us. Our report is not modified in respect of this matter.

• Attention is drawn to Note 10 to the Statement, the figures for the corresponding quarter ended March 31, 2019 are the balancing figures between the annual audited figures for the year then ended and the year to date figures for the 9 months period ended December 31, 2018. We have not issued separate limited review report on the results and figures for the quarter ended March 31, 2019. Our report is not modified in respect of this matter.

• We did not audit the financial statements of 2 subsidiaries included in the consolidated financial results, whose financial statements reflect total assets of Rs.3,490.10 lakhs as at 31 March 2020 and total revenues of Rs 68.25 lakhs and Rs. 163.46 lakhs for the quarter and year ended 31 March 2020 respectively, total net loss after tax of Rs. 2.81 lakhs and Rs. 82.23 lakhs for the quarter and year ended 31 March 2020 respectively and total comprehensive loss of Rs. 27.25 lakhs and Rs. 110.81 lakhs for the quarter and year ended 31 March 2020 respectively and net cash inflows of Rs. 30.88 lakhs for


These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion and conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated under Auditor's Responsibilities section above. Our report on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

For Deloitte Haskins & Sells LLPChartered Accountants


Place: Chennai Date: 22 May 2020 (Membership No. 20519)

UDIN: 20029519AAAAB06427

TRENT LIMITEDRe lists red Office: Bombay House, 24, Homl Mody Street, Mumbai 400 001

Tel: 022-67009000; Email Id: [email protected];Website: www.treni limited com; CIN - L24240MH1952PLC008951

Statement of Audited Standalone end Consolidated Financial Results for the Quarter end Year ended 31st March, 2021

Rv In lathi

Partkid anStandalone Consolidated

for Quarter ended for Year ended for Quarter ended foe YearendedJ1H March, 2021 list Dec. 2020 J 1st March,2070 Sisi March,2021 list ManWIOlO list March, 7071 list Dec 2020 list March,2020 list March,2021 list March'2020

Unaudited Unaudited Unaudited Audited Audited Unaudited Unaudited Unaudited Audited Audited

1 Income from OperalionsRevenue from operations 77,368 08 72,540 16 72,277 73 2,04,752 74 3,17,767.11 90,554 91 85,362 64 84,293.41 2,59,295.93 3,48,597 52Other income 7,242.19 4,256 70 3.92871 20.424 65 15,668 68 6,743 91 4,232 42 4,253 42 20,160 44 14.943 15Total Income 84,610.27 76,796 86 76,206.44 2,25,177.39 3,33,435,79 97,298.82 89,595.06 88,546 83 2,79,456.37 3,63,540.67

2 Expensesa) Purchase of Stock-in-Trade 48,702 19 22,754 04 43,371 .37 85,486 58 1,68,192 54 61,47743 34,646 62 53,759.25 1,37,163 81 1,95,164 50b) Changes in Inventories of Stock-in-Trade (12,472.01) 8,895 79 (4,672,69) 17,475 58 (7,817 84) (12,858 48) 8,905 74 (3,88703) 16,235 70 (6,989 101

t) Employee benefits expense 6,822 39 6,853 94 7,581,45 25,502 10 31,31046 8,144 08 8,067 63 8,88703 30,185 91 35,851.65d) Depreciation and amortization expense 6,170 49 5,780 62 6,115.56 23,587 02 23,112 70 6,700 18 6,314 53 6,685.90 25,730 42 24,72422e) Finance costs 6,175 21 6,055,S7 5,947 19 23,798 23 23,829 14 6,433 46 6,389 86 6,157.86 24,865 32 24,579 98f) Other expenses 20,658 61 16,038 02 17,195 72 55,907 44 70,254 35 21,414,01 16,594 17 17,666 57 58,520 25 70,667 88

Total Expenses 76,056 88 66,377.98 75,538.60 2,31,756.95 3,08,881.35 91,390.68 80,918.55 89,269.58 2,92,701.41 3,43,999.13

3 Proflt/(Loss) before exceptional Item and taw 8,553,39 10,418.88 667.84 (6,579.56) 24,554.44 5,908.14 8,676.51 (722.75) (13,245.04) 19,541.54

4 Exceptional Items income/(expense) (Refer note 8) (634 00) (2.60) (634 00| (2 60) (101.11)

5 Share in profit and (loss) of associates/Joint venture as per Equity method (1,921.11) 293.72 (2,943 59) (7,136 17) (3,042 93)

6 Prafit/(Loss) before tax 7,919.39 10,418.8B 665.24 (7,213.56) 24,551.84 3,987.03 8,970.23 (3,666.34) (20,482.32) 16,498.61

7 Tax expenseCurrent tax (933 00) 6,004 00 37 88 28 49 (871 25) 89 09 6,450 05Deferred taxes 2,231 85 2,452 58 1,337 00 (1,455 57) 3,359 00 2,222 08 2,518 93 (3,116 31) (1,596 80) (261 58)(Excess)/short provision for tax (656 58) (269 32) (17.07) 19 48 (0 42) (861 45) (287 66)Total tax expenses 2,231.85 2,452,58 404 00 (2,112.15) 9,093.68 2,242.89 2,566.90 (3,987.98) (2,369.16) 5,900.81

8 Net Proflt/(U>ss) for the quarter / year 5,687 54 7,966.30 261.24 (5,101.41) 15,458.16 1,744.14 6,403.33 321,64 (18,113.16) 10,597,80

9 Other comprehensive IncomeItems that will not be reclassified to Profit and (Loss)|i) Equity Instruments through other comprehensive income 11,452.91 49 39 (23 50) 11,562 30 (33.34) 11,829.17 75 11 (305 13) 11,993 59 (31907)(ii) Remeasurement of defined benefit plan 104 68 (92 65) 131 45 (260 00) 47 94 (140 25) 65 70 (33616)[iii) income tax on aboveItems that will be reclassified to Profit and (Loss)

(1,331 31) (5.65) (19 75) (1,350 25) 39 34 (1,329 42) (8 26) (4 64) (1,348 50} 57 92

Exchange differences on translation of foreign operation (0 08) 0 04 (0 79) (0 42) (0.87)

Other comprehensive income for the quarter / year, net of tax 10,22628 43,74 (13590) 10,343.50 (254.00) 10,547.61 66.89 (450.81) 10,710.37 (598.18)

10 Total comprehensive income aftertax for the quarter / year (8+9) 15,913,82 8,010 04 125,34 5,242.09 15,204.16 12,291.75 6,470.22 (129.17) (7,402.79) 9,999.62

Rs. In Lakhs


for Quarter ended for Year ended For Quarter ended For Year endedlist Mar ch, 20 21 31st Dec. 2020 list Marth.2020 list March, 2021 list Marth‘2020 list March.2021 list Dec. 2020 list Marth.2020 list Marsh,2021 list Marth'2020

Unaudited Unaudited Unaudited Audited Avdrted Unaudited Unaudited Unaudited Audited Audited

11 Profit/ (Loss) attributable to equity holder of Company 2,901 81 7,393 59 1,275 85 (14,617 231 12,284 72

Profit/ (Loss) attributable to non controlling interest (1,157.67) (990 26) (954 21) (3,495.93) (1,686 92)

12 Other comprehensive income attributable to Equity holder of Company 10,561.72 66 89 (448 27) 10,724 48 (594 97)Other comprehensive income attributable to Non Controlling interest (14,11) (2 54) (14 111 (3 21)

13 Total comprehensive income attributable to Equity holder of Company 13,463.53 7,460 48 827 58 (3,892.75| 11,689 75Total comprehensive income attributable to Non Controlling interest (1,171.78) (990 2 6) (956 75) (3,510 04) (1,690 13)

14 Paid-up equity share capital (Face Value of Re 1 per Equity Share) 3,554 87 3,554.87 3,554.87 3,554 87 3,554 87 3,554,87 3,554 87 3,554 87 3,554 87 3,554 87

15 Paid up Debt capital (Refer Note 6) 2,85,826 11 2,52,739.44

16 Other equity 2,48,031 48 2,46,344 27 2,27,747 88 2,35,221.56

17 Earnings per share (of Re 1/-each) (not annualised):(a) Basic 160 2 24 0.07 (144) 4 45 0 82 2 08 036 (4 11) 3 54(b) Diluted 160 2 24 0.07 (1-44) 4 45 0 82 2 08 0,36 (4 11) 3 54

IS Debt equity ratio (Refer Note 6) 1 14 1.01

19 Debt service coverage ratio (Refer Note 6) 0 52 080

20 Interest service coverage ratio (Refer Note 6) 0.70 2,03

21 Assets coverage ratio (Refer Note 6) 2 00 2.13

22 Debenture redemption reserve 10,000.00 10,000 00 10,000 00 10,000 00

23 Capital redemption reserve 700 00 700 00 70000 70000

24 'let Worth 2,51,566 35 2,49,899 14 2,31,302.75 2,38,77643

Trent LimitedStatement of Assets and Liabilities as at 31st March 2021

Rs. In Lakhs

Particular*Standalone Consolidated

Al »t 31stMirth 2021

As at JBt March 2020


Aiflt 31stMarch 2020

Autl.Ud Audited Audited1. ASSETS1) Non-current assets(a) Property, plant and equipment 50,520.63 62,074.98 64,045.46 65,464.36(b) Capital work-in-progress 3,403.62 2,314.98 10,798.58 2,332.06(c investment Property 2,810.92 2,875.42 2,810.92 2,875.42(d) Goodwill on Consolidation 2,718.86 2,718.86(e ) Other Intangible assets 1 6,347.19 6,464.74 3,958.15 4,226.95(f) Right of use assets(g) Financial Assets

2,22,645.86 1,90,407.74 2,31,849.07 1,98,556.74

(i) Investments(ii) Loans

1,11,460.87 92,685.42 81,662.50 73,591.32

Loan Considered good -Unsecured 183.87 164.26 234.75 234.06(iii) Others 6,749.01 7,207.50 7,227.98 7,607.26

(h ) Deferred tax assets (Net) 10,800.76 10,695.44 11,452.39 11,039.56(i) Other non-current assets 14,263.14 9,982.88 15,279.27 1 11.674.57

Total Non-Current Assets (A) 4,39,185.87 3,84,873.36 4,32.037.93 3,80,321.16


39,457.21 | 58,652.12 42,839.05 60,781.36

(i) Investments 61,456.84 67,996.75 67,066.25 77,886.42(ii) Trade receivables

Trade Receivables considered good-UnsecuredTrade Receivables- credit Impaired

2,057.04 1,333.00 2,076.35 1,711.41

(iii) Cash and cash equivalents 6,406.97 4,122.09 7,562.79 5,600.36(iv) Bank balances other than (iii) above(v) Loans

285.22 284.24 584.16 541.05

Loan Receivables considered good - Secured 2,500.00 2,500.00 2,500.00 2,500.00Loan Receivables considered good - UnsecuredLoan Receivables -credit impaired

4,991.96 6,066.24 104 42 6,097.44

(vi) Others 5,129.13 3,631.61 5,549.65 3,909.24(c) Current tax assets (Net) 322.99 2,194.56 452.08 2,345.07(d) Other current assets 8,102.40 7,395.74 10,603.26 8,328.33(e )Assets held for sale 811.67 459.46 997.16 644.95Total Current Assets (B) 1,31,521.43 1,54,635.81 1,40,335.17 1,70,345.63

Total Assets (A+B) 5,70,707.30 5,39,509.17 5,72,373.10 5,50,666.79


Equity(a) Equity share capital 3,554.87 3,554.87 3,554.87 3,554.87(b) Other equity 2,48,031.48 2,46,344.27 2,27,747.88 2,35,221.56(c )Non Controlling Interest 4.448.51 7,958.55Total Equity (C) 2,51,585.35 2,49,899.14 2,35,751.26 2,46,734.98

LIABILITIES

1) Non-current liabilities(a) Financial liabilities

(i) Borrowings - 29,973.85 • 29,973.85(ii) Other financial liabilities 2,49,730.59 2,14,711.00 2,59,213.39 2,22,720.35

(b) Provisions 1,150.82 1,594.03 1,397.77 1,821.32(c) Other non-current liabilities 866.68 689.80 866.68 689 80Total non-current liabilities 2,51,748.09 2,46,968.68 2,61,477.84 2,55,205.32


(i) Borrowings(ii) Trade payables

Total outstanding dues of micro enterprises and small enterprises 896.46 1,859.90 958.59 1,886.62Total outstanding dues of creditors other than micro enterprises and small enterprises

21,063.03 23,787.50 26,497.86 27,878.12

(iii) Other financial liabilities 40,604.73 12,607.89 42,147.90 13,904.23(b) Other current liabilities 4,144.95 3,712.28 4,617.27 4,127.69(c) Provisions 519.52 585.60 645.11 723.01(d) Current tax liabilities (Net) 144.17 88.18 277.27 206.82Total current liabilities 67,372.86 42,641.35 75,144.00 48,726.49

>^otal Liabilities (D) 3,19,120.95 2,89,610.03 3,36,621.84 3,03.931.81

Equity and Liabilities (C+D) , 5,70,707.30 5,39,509.17 5,72,373.10 5,50,666.79

TRENT LIMITEDAudited Standalone Cash flow statement for the Year ended on 31st March, 2021

Ail figures in brackets are outflows.

Sr No PARTICULARS

For the Year ended on 31st March 2021


Rs. in Lakhs Rs in Lakhs Rs in Lakhs


Net Profit /(Loss) before Taxes and Exceptional Items Adjustments for:

(6,579.56) 24,554.44

Depreciation 23,587.02 23,112.70Amortisation of Leasehold Land 72.69 72.69Impairment Loss 149.17 -Provision for doubtful debts & bad debts written off/(written back) 891.82 122.35Finance Income and cost (net) 20,843.42 20,583.58(Profit)/Loss on Property, Plant & Equipment sold/discarded (net) 95.43 (485.01)(Profit)/Loss on Sale of Investments(net) (276.30) (1,368.52)Income from Investments (net) (481.02) (1,465.60)Unrealised Foreign Exchange Loss (64.72) (110.20)

Excess Provisions / Liabilities no longer required written back (341.19) (214.27)Changes in the fair value of Investments (1,753.88) (2,039.90)Amortised cost of Borrowings and Deposits 19.52 21.45Amortisation of deferred lease (Income) (47.58) (38.23)(Gain) /loss on lease termination (5,743.41) (6,106.96)Remeasurement of Defined Benefit Plan 131.45 (260.00)Expired Gift Vouchers and Credit Notes written back (472.87) (332.38)

36,609.55 31,491.70

Operating Profit Before Working Capital Changes Adjustments for:

30,029.99 56,046.14

(lncrease)/Decrease in Inventories 19,194.91 (9,712.10)(Increasej/Decrease in Trade Receivables & Other Current Assets (4,028.69) (2,192.99)(lncrease)/Decrease in Loans and Other Non Current Assets (1,304.40) (2,265.68)lncrease/(Decrease) in Trade Payable & Other Current Liabilities (2,405.28) 2,026.58lncrease/(Decrease) in Non Current Liabilities (145.26) 1,019.95

11,311.28 (11,124.24)Cash generated from operations 41,341.27 44,921.90

Direct Taxes Paid (13.96) (8,070.66)(13.96) (8,070.66)


B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Property,Plant and Equipment & Investment Property (10,309.08) (14,649.08)Sale of Property,Plant and Equipment & Investment Property 2234.04 4,151.47Purchase of Investments (60,391.48) (2,80,181.29)Sale of Investments 70,108.96 2,21,484.30Loans given (1,415.00) (9,825.00)Repayment of Loans given 2,075.00 4,465.00Interest received 2,284.11 1,899.02Income From Investments (net) 5.72 246.25Purchase of/Subscription to Investments in Subsidiaries, Joint ventures and Associates

(8,994.55) (10,819.36)

Sales/ redemption of investments in Subsidiaries, Joint venture andAssociates (Full figure Rs. 332)

0.00 6,311.95

Dividend from Investments in Subsidiaries, Joint ventures and Associates

475.30 1,219.36

Net cash used in Investing Activities (3,926.98) (75,697.38)

c CASH FLOW FROM FINANCING ACTIVITIES ssue of securities (Net of issue expenses) 94,979.28

Redemption of Long Term borrowings - (10,000.00)Payment of Lease Liability (7,797.99) (7,957.99)Shortterm borrowing - 9,344.81Repayment of short Term borrowing - (18,648.74)Finance Cost (23,763.94) (24,365.79)Dividend Paid(lncluding Dividend Distribution Tax) (3,553.52) (5,201.26)Net cash from Financing Activities (35,115.45) 38,150.31

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 2,284.88 (695.83)CASH AND CASH EQUIVALENTS AS AT OPENING 4,122.09 4,817.92CASH AND CASH EQUIVALENTS AS AT CLOSING 6,406.97 4,122.09

Trent LimitedAudited Consolidated Cashflow Statement for the year ended on 31st March,2021

SI. No.

PARTICULARS



Rs in Lakhs Rs in Lakhs Rs in Lakhs


Net Profit/(Loss) before Taxes and Exceptional Items (20,381.21) 16,498.61Adjustments fori

Depreciation 25,730.42 24,724.22Amortisation of Leasehold Land 72.77 72.77Impairment Loss 149.17Provision for doubtful debts and bad debts written off 964.87 234.19Finance Income and cost (Net) 21,972,14 21,264,02(Profit)/Loss on Fixed Assets sold/discarded (Net) 99,20 (479.12)(Profit)/Loss on sale of Investments (427.48) (1.468.84)Income From Investments (8.66) (258.73)Unrealised foreign exchange loss/ (gain) (64.72) (110.20)Excess provision no longer required written back (439.67) (343.67)Share in Profit and loss of Joint venture and Associates 7,136.17 3,042.93Changes in the fair value of Investments (1,848.31) (2,229.67)Amortised cost of Non Convertible debentures 98.55 21.45Amortisation of deferred lease (Income) (47.58) (52.00)Remeasurement of Defined Benefit Plan 109.79 (273.37)Expired Gift Vouchers and Credit Notes written back (472.87) (332.38)(Gain) / loss on lease termination (5,770.08) (6,106.96)

47,253.71 37,704.64

Operating Profit Before Working Capital Changes 26,872.50 54,203.25Adjustments for:(increase)/Decrease in Inventories 17,942.31 (8,896.02)(lncrease)/Decrease in Trade Receivables & Other Current Assets (3,885.95) (1,989.10)(lncrease)/Decrease in Loans and Other Non Current Assets (2,235.48) (2,236.19)lncrease/(Decrease) in Trade Payable & Other Current Liabilities (1,080.70) 2,632.18lncrease/(Decrease) in Non Current Liabilities (113.91) 746.86

10,626.27 (9,742.27)

Cash generated from operations 37,498,77 44,460,98Direct Taxes Paid (114.18) (8.345.83)Net Cash from Operating Activities 37.384.59 36,115.15

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Property,Plant and Equipments & Investment Property (11,336,16) (15,590.72)Sale of Property,Plant and Equipments & Investment Property 2,234.04 4,168.31Purchase of Investments (59,063.31) (2,89,479.71)Sale of Investments 73,059,16 2,23,744.94Loans given (1,395.00) (8,825.00)Repayment of Loans given 3,250.00Interest received 2,082.21 1,897.17Purchase of/Subscription to Investments in susbsidiaries,Joint ventures and Associates

(4,499.99) (2,200.01)

Dividend from Investments in susbsidiaries,Joint ventures andAssociates

478.24 1,219.36

Dividend from Investments 5.72 258.73Net cash from Investing Activities 1.564.91 (81,556.93)

C CASH FLOW FROM FINANCING ACTIVITIESIssue of securities (Net of issue expenses) (25.84) (10,000.00).ong Term & Other borrowings taken - 1,03,242.40Short Term borrowings taken • 9,344.81Repayment of short Term borrowings (18,648.74):inance Cost (24,889.20) (25,114.86)Dividend Paid (3,553.52) (5,201.26)’ayment of Lease Liabilities (8,723.84) (8,428.47)Net cash from Financing Activities (37.192.40) 45.19388

D EFFECT OF EXCHANGE FLUCTUATION ON TRANSLATION RESERVE (042) (0.87)

NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C+D) 1,756.68 (248.77)CASH AND CASH EQUIVALENTS AS AT OPENING 5,600.36 5,146.38Add ; Cash and Cash Equivalents taken over on Acquisition 205.75 702.75CASH AND CASH EQUIVALENTS AS AT CLOSING 7,562.79 5,600.36

1. The above Standalone and Consolidated Financial Results for the quarter (unaudited) and year (Audited) ended 31st March 2021 were reviewed by the Audit Committee and thereafter taken on record by the Board of Directors of the Company at its meeting held on 30th April 2021.

2. The Company's financial performance for the current quarter and year has been impacted by the Covid 19 related developments. Given the circumstances, the results for the current quarter and year are not comparable with that of the corresponding quarter and previous year.

Gradually from May 2020, the operations recommenced as permitted by regulations. All our stores were operational, and the trajectory of revenues continued to improve month to month. Following the recent surge in Covid cases, midMarch onwards restrictions on operation have been imposed by various local authorities.

Our expectation is that operating performance will recover fully over the next year. This expectation is basis the recovery witnessed in the last financial year post the national lockdown and also, the accelerated rollout of the vaccination program. We do not foresee any continued adverse impact in the medium to long term on the business operations.

Given the contractual position across our portfolio of stores and confirmations from our property counterparties, we have recognised in the standalone profit and loss statement (as part of other income as required by applicable accounting standards) for the quarter and year ended 31st March 2021 an amount aggregating to Rs 1162.91 Lakhs & Rs 8880.57 Lakhs respectively, relating to reduction of rent and other charges on account of the Covid 19 pandemic.

The Company has recognised as deferred tax assets (including in respect of losses for year ended on 31st March 2021) of Rs 1455.57 Lakhs in the standalone financial statements for year ended 31st March 2021 consistent with applicable accounting standards.

3. Given Covidl9, the Company has also performed detailed analysis and expects no challenges with respect to recoverability of its assets as of date. Considering evolving impact of the Covid 19 related developments, we continue to evaluate the possible effects on the financial results of the Company. However, the actual impact of the pandemic may be different from that considered in our assessments.

4. The National Company Law Tribunal (NCLT), vide its order dated 23rd April, 2020 has approved the scheme of merger of Fiora Services Ltd with Fiora Business Support Services Ltd (subsidiaries of the Company). The scheme has become effective with appointed date i.e. 1st April, 2018. As required by applicable accounting standard the consolidated financial statements of corresponding previous quarter and year have been restated.

5. Non -Convertible Debentures:Rs. in Lakhs

*lnterest and principal have been paid on due dates.The Company is a large Corporate as per applicability criteria given under the SEBI circular dated 26th November 2018.

Security Description Previous Due Date Next Due Date RatingInterest Principal Interest Amount Principal Amount

ii) NCD July 18 series1 (8.75%)

27-07-2020 N.A. 26.07.2021 2617.81 26.07.2021 30000.00 CARE AA+

6. Ratios have been computed as follows:Paid up debt capital represents Loans, Debentures, Commercial papers and lease liabilities.Debt Service Coverage Ratio = Earnings before Interest and tax/ (lnterest+ Principal Repayment of debenture,

rcial paper & lease liabilities)rvice Coverage Ratio = Earnings before Interest and tax/lnterest Expenses.

Assets Coverage Ratio = Total Assets including right to use an asset /Non-Convertible Debentures+ Lease liabilities, Interest: Interest includes interest on borrowing and interest on lease liabilities.

7. The Company has paid/provided for the remuneration pertaining of Mr. Philip Auld (Executive Director) & Mr. P. Venkatesalu (Executive Director). Remuneration for the year ended March 31, 2021 includes Rs 214.88 Lakhs pertaining to Mr. P. Venkatesalu (Executive Director) which is subject to the approval of the Shareholders.

8. a) The exceptional item in the standalone financial results of the quarter & year ended on 31st March 2021 relates to impairment of investments in Trent Global Holdings Limited and Common wealth Developers Limited (wholly owned subsidiaries of the Company) whereas for the quarter & year ended on 31st March 2020 it was related to impairment of investments in Trent Global Holdings Limited (a wholly owned subsidiary of the Company).

b) The exceptional item in the Consolidated financial results for the year ended on 31st March 2021 relates to the provision for impairment of goodwill that arose following acquisition of Common wealth Developers Limited (a wholly owned subsidiary of the Company W.e.f. 14th August 2020).

9. The Other Comprehensive Income recognised during the quarter is primarily on account of the fair valuation gain of Rs 11440.29 Lakhs (net of tax Rs 10136.86 Lakhs) with respect to a minority equity investment of the Company.

10. During the financial year 2019-20 the Company had allotted 2,31,70,731 equity shares of Rs 1/- each at a price of Rs 410/- per equity share amounting to Rs 94999.99 Lakhs on a preferential basis to Tata Sons Private Limited, Promoter of the Company and has utilised entire proceeds towards the objects of the issue.

11. The main business of the Company and its group entities is retailing/trading of merchandise. All other activities of the Company and the group are incidental to the main business. Accordingly, there are no separate reportable segments.

12. The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact after the Code becomes effective.

13. The statutory auditors of the company have carried out audit of financial result for the year and limited review of financial results for the quarter and have issued an unmodified opinion.

14. The Board of Directors has recommended a Dividend of Rs 0.60 Per Equity Share aggregating to Rs 2132.93 Lakhs in respect of the year ended 31st March 2021.


Mumbai30th April, 2021

N N TATAChairman


Chartered Ajcluuti cants 706, *B* Wing, r Floor ICC Trade Tower SenapatJ Bapat Road Pune-411 016 Maharashtra, India

Tel: *91 20 6624 4600 Fax; *91 20 6624 4605

INDEPENDENT AUDITOR'S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS



We have (a) audited the accompanying Statement of Standalone Financial Results for the year ended March 31, 2021 ("the Statement") and (b) reviewed the Standalone Financial Results for the quarter ended March 31, 2021 which were subject to limited review by us, both included in the accompanying "Statement of Standalone Financial Results for the Quarter and Year Ended March 31, 2021 of Trent Limited, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").

(a) Opinion on Annual Financial Results

In our opinion and to the best of our information and according to the explanations given to us, the statement:


(ii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the net loss and total comprehensive income and other financial information of the Company for the year then ended.

(b) Conclusion on Unaudited Standalone Financial Results for the quarter ended March 31, 2021

With respect to the Standalone Financial Results for the quarter ended March 31, 2021, based on our review conducted as stated in paragraph (b) of Auditor's Responsibilities section below, nothing has come to our attention that causes us to believe that the Standalone Financial Results for the quarter ended March 31, 2021, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Regd. Office: One International Center, Tower 3, 27lh - 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013,

Maharashtra, India. (LLP Identification No. AAB-8737)

DeloitteHaskins & Sells LLPBasis for Opinion on the Audited Standalone Financial Results for the year ended March 31, 2021

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in paragraph (a) of Auditor's Responsibilities section below. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("the ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Results for the year ended March 31, 2021 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

We draw your attention to:

Note 3 to the Statement relating to the Management's assessment of the impact of the COVID 19 pandemic on the operations and financial results, including the recoverability of the assets of the Company.

Note 7 to the Statement for the year ended March 31, 2021 according to which the managerial remuneration paid and debited to the Statement of Profit and Loss in case of the Executive Director of the Company amounting to Rs. 2.15 crores for the financial year exceeds the prescribed limits under Section 197 read with Schedule V to the Act. As per the provisions of the Act, the excess remuneration is subject to approval of the shareholders which the Company proposes to obtain in the forthcoming Annual General Meeting.

Our opinion is not modified in respect to these matters.

Management's Responsibilities for the Statement

This Statement, which includes the Standalone Financial Results is the responsibility of the Company's Board of Directors, and has been approved by them for the issuance. The Statement has been compiled from the related audited standalone financial statements. This responsibility includes the preparation and presentation of the Standalone Financial Results for the quarter and year ended March 31, 2021 that give a true and fair view of the net profit and loss respectively and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Results, the Board of Directors are responsible for assessing the Company's ability, to continue as a going concern, disclosing, as

DeloitteHaskins & Sells LLPapplicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.The Board of Directors are also responsible for overseeing the financial reporting process of the Company.


a) Audit of the Standalone Financial Results for the year ended March 31, 2021

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Results for the year ended March 31, 2021 as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Standalone Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.



• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Results, including the disclosures, and whether the Standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.

DeloitteHaskins & Sells LLPMateriality is the magnitude of misstatements in the Annual Standalone Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Standalone Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Standalone Financial Results.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.


b) Review of the Standalone Financial Results for the quarter ended March 31, 2021

We conducted our review of the Standalone Financial Results for the quarter ended March 31, 2021 in accordance with the Standard on Review Engagements ("SRE") 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the ICAI. A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SAs specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Chennai, April 30, 2021


(Firm's Registration No. 117366W / W - 100018)


Chartered Accountants 706, '8' Wing, 7"1 Floor ICC Trade TowerSenapati Bapat Road Pune -411 016Maharashtra, India

Tel: +91 20 6624 4600Fax:+91 20 66244605

INDEPENDENT AUDITOR'S REPORT ON AUDIT OF ANNUAL CONSOLIDATED FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS


Opinion and ConclusionWe have (a) audited the Consolidated Financial Results for the year ended March 31, 2021 ("the statement") and (b) reviewed the Consolidated Financial Results for the quarter ended March 31, 2021, which were subject to limited review by us, both included in the accompanying "Statement of Consolidated Financial Results for the Quarter and Year Ended March 31, 2021 of Trent Limited ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), and its share of the net loss after tax and total comprehensive loss of its joint venture and associates for the quarter and year ended March 31, 2021, being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").

(a) Opinion on Annual Consolidated Financial Results

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the audit reports of the other auditors on separate financial statements of the subsidiaries referred to in Other Matters section below, the Consolidated Financial Results for the year ended March 31, 2021

(i) includes the results of the following entities:List of subsidiaries:

i. Booker India Limitedii. Booker Satnam Wholesale Limitediii. Fiora Business Support Services Limitediv. Fiora Hypermarket Limitedv. Fiora Online Limitedvi. Common Wealth Developers Limited (w.e.f. August 14, 2020)vii. Nahar Retail Trading Services Limited

viii. Trent Brands Limitedix. Trent Global Holdings Limited

List of Joint Venturei. Trent Hypermarket Private Limited and its subsidiary

List of associates:i. Inditex Trent Retail India Private Limited

ii. Massimo Dutti India Private Limited

(ii) is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and

(iii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the consolidated net loss and consolidated

Regd. Office: One International Center, Tower 3,27lb- 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India. (LLP Identification No. AAB-8737)


total comprehensive income and other financial information of the Group for the year ended March 31, 2021.

(b) Conclusion on Unaudited Consolidated Financial Results for the quarter ended March 31, 2021

With respect to the Consolidated Financial Results for the quarter ended March 31, 2021, based on our review conducted and procedures performed as stated in paragraph (b) of Auditor's Responsibilities section below and based on the consideration of the audit report of the other auditor whose report has been furnished to us by the Management, referred to in Other Matters section below, nothing has come to our attention that causes us to believe that the Consolidated Financial Results for the quarter ended March 31, 2021, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Basis for Opinion on the Audited Consolidated Financial Results for the year ended March 31, 2021We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in paragraph (a) Auditor's Responsibilities section below. We are independent of the Group, its associates and joint venture in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("the ICAI") together with the ethical requirements that are relevant to our audit of the Consolidated Financial Results for the year ended March 31, 2021, under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

We draw your attention to:

Note 3 to the Statement relating to the Management's assessment of the impact of the COVID 19 pandemic on the operations and financial results, including the recoverability of the assets of the Company.

Note 7 to the Statement for the year ended March 31, 2021 according to which the managerial remuneration paid and debited to the Statement of Profit and Loss in case of the Executive Director of the Company amounting to Rs. 2.15 crores for the financial year exceeds the prescribed limits under Section 197 read with Schedule V to the Act. As per the provisions of the Act, the excess remuneration is subject to approval of the shareholders which the Company proposes to obtain in the forthcoming Annual General Meeting.

Our opinion is not modified in respect to these matters.

Management's Responsibilities for the StatementThis Statement, which includes the Consolidated Financial Results is the responsibility of the Parent's Board of Directors and has been approved by them for the issuance. Consolidated Financial Results for the year ended March 31, 2021 has been compiled from


the related consolidated financial statements. This responsibility includes the preparation and presentation of the Consolidated Financial Results for the quarter and year ended March 31, 2021 that give a true and fair view of the consolidated net loss and consolidated other comprehensive income and other financial information of the Group including its associates and joint venture in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards ("Ind AS"), prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

The respective Board of Directors of the companies included in the Group and of its associates and joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associates and joint venture and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the respective financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of this Consolidated Financial Results by the Directors of the Parent, as aforesaid.

In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group and of its associates and joint venture are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the companies included in the Group and of its associates are responsible for overseeing the financial reporting process of the Group and of its associates and joint venture.


(a) Audit of the Consolidated Financial Results for the year ended March 31, 2021

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results for the year ended March 31, 2021 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Consolidated Financial Results.As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Annual Consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve


collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of such controls.



• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates and joint venture to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associates and joint venture to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Annual Consolidated Financial Results, including the disclosures, and whether the Annual Consolidated Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.

• Perform procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations to the extent applicable.

• Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results, entities within the Group and its associates and joint venture to express an opinion on the Annual Consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Annual Consolidated Financial Results of which we are the independent auditors. For the entities included in the Annual Consolidated Financial Results, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the Annual Consolidated Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Consolidated Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Consolidated Financial Results.

We communicate with those charged with governance of the Parent and such other entities included in the Consolidated Financial Results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.



(b) Review of the Consolidated Financial Results for the quarter ended March 31,2021

We conducted our review of the Consolidated Financial Results for the quarter ended March 31, 2021 in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the ICAI. A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SA specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

The Statement includes the results of the entities as listed under paragraph (a) (i) of Opinion and Conclusion section above.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

Other Matters

■ We did not audit the financial statements of 1 subsidiary included in the consolidated financial results, whose financial statements reflect total assets of Rs.5.52 lakhs as at March 31, 2021 and total revenues of Rs Nil for the quarter and year ended March 31, 2021 , total net loss after tax of Rs. 3.04 lakhs and Rs. 22.96 lakhs for the quarter and year ended March 31, 2021 respectively and total comprehensive loss of Rs. 3.10 lakhs and Rs. 23.38 lakhs for the quarter and year ended March 31, 2021 respectively and net cash inflows of Rs. 5.12 lakhs for the year ended March 31, 2021, as considered in the Statement. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion and conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of the subsidiary, is based solely on the reports of the other auditor and the procedures performed by us as stated under Auditor's Responsibilities section above. Our report on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.


(Firm's Registration No. 117366W / W - 100018)

Geetha

Chennai, April 30, 2021(Membership No.

(UDIN:21029519AAAACA