for the year 2025-26
TO THE MEMBERS,
Your Directors are pleased to present their Seventy-Fourth Annual Report of Trent
Limited ('the Company') along with the Audited Financial Statements (Standalone and
Consolidated) for the financial year ended 31st March 2026.
Financial Highlights
(' in Crore)
Particulars |
Standalone |
Consolidated |
| 1 |
FY 2025-26 |
FY 2024-25 |
FY 2025-26 |
FY 2024-25 |
Revenue from Operations |
19,701.41 |
16,668.11 |
20,074.21 |
17,134.61 |
| Other Income |
374.46 |
329.37 |
114.84 |
218.56 |
Total Income |
20,075.87 |
16,997.48 |
20,189.05 |
17,353.17 |
Expenditure |
|
|
|
|
| Operating Expenditure |
16,058.13 |
13,914.11 |
16,400.82 |
14,376.16 |
| Depreciation and Amortisation Expenses |
1,315.69 |
869.86 |
1,361.19 |
895.18 |
Total Expenditure |
17,373.82 |
14,783.97 |
17,762.01 |
15,271.34 |
Profit before Finance Cost and Tax |
2,702.05 |
2,213.51 |
2,427.04 |
2,081.83 |
| Finance Cost |
164.72 |
136.89 |
168.35 |
138.59 |
Profit before Exceptional Items and Tax |
2,537.33 |
2,076.62 |
2,258.69 |
1,943.24 |
| Exceptional Items - Income / (Expense) |
(25.79) |
- |
(26.11) |
- |
| Share in Profit of Associates / Joint Ventures as per Equity method |
- |
- |
3.90 |
86.50 |
Profit before Tax |
2,511.54 |
2,076.62 |
2,236.48 |
2,029.74 |
| Tax Expense |
(543.72) |
(491.78) |
(515.15) |
(495.33) |
Profit for the year |
1,967.82 |
1,584.84 |
1,721.33 |
1,534.41 |
Other Comprehensive Income for the year, Net of Tax |
(168) |
(3.87) |
(10.35) |
(9.10) |
Total Comprehensive Income for the year |
1,966.14 |
1,580.97 |
1,710.98 |
1,525.31 |
Profit / (Loss) Attributable to: |
|
|
|
|
| - Shareholders of the Company |
- |
- |
1,719.65 |
1,546.72 |
| - Non-Controlling interest |
- |
- |
1.68 |
(12.31) |
Total Comprehensive Income Attributable to: - Shareholders of
the Company |
|
|
1,709.32 |
1,537.66 |
| - Non-Controlling interest |
- |
- |
1.66 |
(12.35) |
Opening Balance of Retained Earnings |
3,770.33 |
2,299.25 |
3,049.44 |
1,648.34 |
| Profit after Tax for the year |
1,967.82 |
1,584.84 |
1,719.65 |
1,546.72 |
| Dividend on Equity Shares |
(177.74) |
(113.76) |
(177.74) |
(113.76) |
| Dilution of Interest in Associate |
- |
- |
(8.64) |
(28.11) |
| Transaction with Non-Controlling Interest |
- |
- |
- |
(3.75) |
Closing Balance of Retained Earnings |
5,560.41 |
3,770.33 |
4,582.71 |
3,049.44 |
Share Capital Issuance of Bonus shares
With a view to rewarding the existing Shareholders and to enhance retail participation
by improving affordability and liquidity of the Company's equity shares, the Board of
Directors (‘the Board'), at its meeting held on 22nd April 2026, approved the issue
of bonus shares in the ratio of 1 (One) equity share of Rs. 1/- each for every 2 (Two)
fully paid-up equity shares of Rs. 1/- each held by the Members of the Company as on 4th
June 2026, being the record date fixed for determining the eligibility of Shareholders
entitled to receive bonus shares (‘Bonus Issue'), subject to the approval of the
Shareholders and other applicable statutory and regulatory approvals. The Bonus Issue will
be effected by capitalising a sum not exceeding Rs. 17.78 Crore standing to the credit of
the Securities Premium account as per the Audited Financial Statements for the financial
year ended 31st March 2026.
The bonus equity shares, once allotted, shall rank pari passu in all respects with the
existing equity shares and shall be treated as an increase in the paid-up equity share
capital of the Company.
Reclassification of Authorized Share Capital
To simplify the authorized share capital structure and utilize the same for the
proposed Bonus Issue and also to support any future capital raising requirements, the
Board, at its meeting held on 22nd April 2026, approved the reclassification of the
Authorized Share Capital of the Company and consequent alteration of the Capital Clause of
the Memorandum of Association. Accordingly, the Authorized Share Capital of the Company is
proposed to be reclassified from: Rs. 85,55,00,000/- (Rupees Eighty Five Crore
Fifty Five Lakh Only) divided into multiple classes of shares, including equity shares,
preference shares and other categories, to Rs. 85,55,00,000/- (Rupees Eighty Five
Crore Fifty Five Lakh Only) divided into 85,55,00,000 equity shares of Rs. 1/- each,
subject to the approval of the Shareholders.
Issuance of shares held under abeyance
The Board, at its meeting held on 22nd April 2026, approved the issue and allotment of
740 equity shares, which were held in abeyance pursuant to the rights issue undertaken by
the Company in the year 2005, 2007 and 2010, to a Shareholder upon judicial clearance of
his title to such shares. The said equity shares shall rank pari passu in all respects
with the existing equity shares of the Company.
Consequently, upon issuance of shares held in abeyance and the Bonus Issue, the revised
paid-up equity share capital of the Company shall stand at Rs. 53,32,32,301/-, comprising
53,32,32,301 equity shares of face value Rs. 1/- each.
Trent Limited - Employee Stock Option Plan 2026
The Board, at its meeting held on 22nd April 2026, approved the adoption of the
‘Trent Limited - Employee Stock Option Plan, 2026' (‘ESOP 2026' / ‘the
Plan'), in accordance with the provisions of the Companies Act, 2013 (‘the Act') and
the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended from time to time (‘SBEB Regulations'), subject
to the approval of the Shareholders. The Plan is proposed to be implemented for the
benefit of eligible employees of the Company, including its subsidiary company(ies) and
associate company(ies).
Under the Plan, the Company proposes to issue up to 8,88,700 (Eight Lakh Eighty Eight
Thousand Seven Hundred) equity shares, representing 0.25% of the issued equity share
capital of the Company as on 31st March 2026, upon exercise of stock options granted to
the eligible employees.
Dividend
The Board has recommended a Dividend of Rs. 6/- per equity share of Rs. 1/- each (600%)
for the financial year ended 31st March 2026 (previous year: Rs. 5/- per Equity Share),
subject to the approval of the Shareholders at the ensuing Annual General Meeting
(‘AGM'). The total Dividend on equity shares for FY 2025-26, if approved by the
Shareholders at the ensuing AGM, aggregating to Rs. 213.29 Crore, resulting in a Dividend
pay-out of 11%. The said Dividend has been recommended in line with the Dividend
Distribution Policy and will be paid out of the Profits for the year.
In view of the proposed Bonus Issue, if approved by the Shareholders, the aforesaid
Dividend per equity share, if declared, shall be proportionately reduced to reflect the
increase in the number of equity shares, post Bonus Issue.
As per the provisions of the Income-Tax Act, 2025, Dividend paid or distributed by the
Company shall be taxable in the hands of the Shareholders. Accordingly, the Company will
pay the Dividend after deducting tax at source at applicable rates.
The Dividend, if approved at the ensuing AGM, will be paid to the Members whose names
appear in the Register of Members as on the record date fixed by the Company i.e. Friday,
12th June 2026, subject to deduction of tax at source, as applicable, on or after Friday,
26th June 2026.
Dividend Distribution Policy
The Company has adopted a Dividend Distribution Policy in accordance with the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘the SEBI Listing Regulations') with the objective of rewarding
shareholders, retaining capital for growth and ensuring fairness and consistency in
distributing profits to Shareholders. The said Policy is available on the website of the
Company at https://docs.trent-tata.com/ Dividend Distribution Policy.pdf
Transfer to General Reserve
The Board has decided to retain the entire amount of Profit for FY 2025-26 in the
Statement of Profit and Loss.
Material Changes and Commitments, if any, affecting the financial position of the
Company
There have been no material changes or commitments affecting the financial position of
the Company between the end of FY 2025-26 and the date of this Report. There has been no
change in the business of the Company.
Consolidated Financial Statements
As required under the SEBI Listing Regulations, the Consolidated Financial Statements
prepared as per the Indian Accounting Standards (‘Ind AS'), form part of this
Integrated Annual Report.
Performance Overview Standalone Performance
During the year under review, the Company delivered a strong performance, driven by
robust traction across its brands and continued store expansion. The Company now operates
a significant portfolio of more than 1,250 "large-box” fashion stores, with
presence across 321 cities (including 3 cities in the UAE). In FY 2025-26, the Company
opened 60 Westside and 212 Zudio stores (including 4 stores in the UAE) and consolidated 8
Westside and 14 Zudio stores. As of 31st March 2026, the store portfolio included 300
Westside, 963 Zudio (including 6 stores in the UAE) and 23 stores across other lifestyle
concepts and a total footprint of over 17.7 million sq. ft. across fashion brands.
Consistent focus on merchandise, price architecture, supply chain and disciplined
execution, enabled the Company to deliver consistent profitable growth.
Revenue from Operations for FY 2025-26 stood at Rs. 19,701.41 Crore as against Rs.
16,668.11 Crore in FY 2024-25 registering a growth of 18.20%. Profit After Tax is Rs.
1,967.82 Crore in FY 2025-26 in comparison to Rs. 1,584.84 Crore in the previous year.
Total Comprehensive Income is Rs. 1,966.14 Crore in FY 2025-26 vs Rs. 1,580.97 Crore in FY
2024-25. Profit After Tax and Total Comprehensive Income for FY 2025-26 included an
Exceptional Loss of Rs. 25.79 Crore on account of the charge related to the implementation
of the new Labour Codes effective from 21st November 2025. The Company will assess any
further impact upon notification of the applicable Central and State Rules.
Consolidated Performance
At the consolidated level, the Company achieved strong growth and profitability, driven
by steady performance across its businesses.
Total Consolidated Revenue from Operations for FY 2025-26 stood at Rs. 20,074.21 Crore
as against Rs. 17,134.61 Crore in FY 2024-25, registering a growth of 17.16%. Consolidated
Profit After Tax for FY 2025-26 is Rs. 1,721.33 Crore vs Rs. 1,534.41 Crore in FY 2024-25.
The Profit After Tax for FY 2025-26 included an Exceptional Loss of Rs. 26.11 Crore on
account of the implementation of the new Labour Codes effective from 21st November 2025.
The Company will assess any further impact upon notification of the applicable Central and
State Rules.
Subsidiaries, Joint Ventures and Associates
As on 31st March 2026, the Company has eight subsidiary companies (including two
international subsidiaries and a company incorporated under Section 8 of the Act), two
joint venture companies (one JV with Tesco PLC, UK and another JV with MAS Amity Pte. Ltd.
Singapore) and two associate companies with Inditex, Spain.
The financial performance of the Company's subsidiaries, joint ventures and associate
companies for FY 2025-26 is provided below:
Subsidiary Companies
I. Booker India Limited (‘BIL')
BIL, a subsidiary of the Company, operates wholesale cash and carry stores under the
Booker banner and is also engaged in the warehousing and other related services.
Total Income of BIL for FY 2025-26 is Rs. 198.97 Crore as against its previous year's
Total Income of Rs. 167.01 Crore. Total Comprehensive Profit for FY 2025-26 is Rs. 6.09
Crore as against Total Comprehensive Loss of Rs. 11.17 Crore in the previous financial
year.
During the year, THPL Support Services Limited (‘TSSL'), a wholly owned subsidiary
of BIL, merged with BIL with effect from 1st February 2026 pursuant to the Order passed by
the National Company Law Tribunal, Mumbai bench. This merger has simplified the group
structure and shall lead to organisational, financial and operational efficiencies.
II. Fiora Hypermarket Limited - formerly Fiora Online Limited
During the year, Fiora Hypermarket Limited merged with Fiora Online Limited (both
wholly owned subsidiaries of BIL) with effect from 1st December 2025, pursuant to the
Order passed by the National Company Law Tribunal, Mumbai bench. The merger would enhance
the operational, organizational and financial synergies between these companies.
Further, in accordance with the Scheme of Merger, the name of Fiora Online Limited has
been changed to Fiora Hypermarket Limited w.e.f. 15th January 2026.
Fiora Hypermarket Limited (formerly known as Fiora Online Limited) is engaged in the
food and grocery retail business under the Star banner and also operates Zudio stores. It
also runs an online grocery retail business under the brand name 'StarQuik'.
Total Income of Fiora Hypermarket Limited in FY 2025-26 is Rs. 263.57 Crore as against
Total Income of Rs. 344.12 Crore in the previous financial year and Total Comprehensive
Loss is Rs. 2.70 Crore as against Total Comprehensive Loss of Rs. 14.56 Crore in the
previous financial year.
III. Fiora Business Support Services Limited (‘FBSSL')
FBSSL, a wholly owned subsidiary of the Company, is engaged in the business of
providing business support and outsourcing services relating to accounting, merchandising,
human resources, payroll, etc.
Total Income of FBSSL for FY 2025-26 is Rs. 298.93 Crore as against its previous
financial year's Total Income of Rs. 242.81 Crore and Total Comprehensive Income is Rs.
7.28 Crore as against Total Comprehensive Income of Rs. 13.69 Crore in the previous
financial year.
IV. Nahar Retail Trading Services Limited (‘Nahar')
Nahar, a wholly owned subsidiary of the Company, is engaged in the business of
franchising of fashion apparel retail stores of the Company besides managing a portfolio
of real estate assets.
Total Income of Nahar for FY 2025-26 is Rs. 30.46 Crore as against its previous
financial year's Total Income of Rs. 26.40 Crore and Total Comprehensive Loss is Rs. 0.98
Crore as against Total Comprehensive Income of Rs. 1.35 Crore in the previous financial
year.
V. Netria Property Holdings Limited (‘Netria')
Netria has been incorporated as a wholly owned subsidiary of Nahar on 4th September
2025 with the primary object to invest and deploy funds, in the acquisition, purchase,
development, construction, leasing, sale or otherwise dealing in real estate properties.
Total Income of Netria is Rs. 7.26 Crore and Total Comprehensive Loss is Rs. 0.92 Crore.
VI. Trent Global Holdings Limited, Mauritius (‘TGHL')
TGHL, a wholly owned subsidiary of the Company in Mauritius, is engaged in the business
of investment activities. TGHL also operates a branch office in Barcelona, Spain, as a
fashion product design and development centre to support the Company's brands. Total
Income of TGHL for FY 2025-26 is Rs. 5.92 Crore as against its previous financial year's
Total Income of Rs. 0.73 Crore and Total Comprehensive Loss is Rs. 0.32 Crore as against
Total Comprehensive Loss of Rs. 0.60 Crore in the previous financial year.
VII. Trent Global Trading LLC, Dubai, UAE (‘TGTL')
TGTL, a wholly owned subsidiary of TGHL in UAE, runs retail stores of Zudio in the UAE
region currently. Total Income of TGTL for FY 2025-26 is Rs. 60.73 Crore as against its
previous financial year's Total Income of Rs. 24.69 Crore and Total Comprehensive Loss is
Rs. 13.56 Crore as against Total Comprehensive Loss of Rs. 3.58 Crore in the previous
financial year.
VIII. Trent Foundation
Trent Foundation, a wholly owned subsidiary of the Company, undertakes the corporate
social responsibility activities focusing on areas viz. employability, education,
entrepreneurship, environment, health and nutrition, water, etc. and any other areas, as
may be covered under Schedule VII of the Act.
Joint Venture Companies
I. Trent Hypermarket Private Limited (‘THPL')
THPL, a joint venture of the Company with Tesco PLC, UK, operates in the competitive
food, grocery and daily needs segment under the Star banner.
Total Income of THPL for FY 2025-26 is Rs. 2,773.55 Crore as against its previous
financial year's Total Income of Rs. 2,699.33 Crore and Total Comprehensive Loss is Rs.
129.47 Crore as against Total Comprehensive Loss of Rs. 71.46 Crore in the previous
financial year. Total Comprehensive Income for FY 2025-26 includes Exceptional Loss of Rs.
1.84 Crore as compared with its previous financial year's Exceptional Gain of Rs. 21.04
Crore.
II. Trent MAS Fashion Private Limited (‘TMFPL')
TMFPL, a joint venture of the Company with MAS Amity Pte. Ltd. Singapore, is engaged in
the business of design, product development, manufacture and import of all kinds of
apparel and apparel related products including inner wear and lingerie wear.
Total Income of TMFPL for FY 2025 -26 is Rs. 82.83 Crore as against its previous
financial year's Total Income of Rs. 0.32 Crore and Total Comprehensive Loss is Rs. 3.15
Crore as against Total Comprehensive Loss of Rs. 18.45 Crore in the previous financial
year.
Associate Companies
I. Inditex Trent Retail India Private Limited (‘ITRIPL')
ITRIPL, an associate of the Company in collaboration with Inditex, Spain, operates Zara
stores in India. During the year under review, the Company participated in the buyback
offer made by ITRIPL and tendered 94,900 equity shares. Pursuant to the acceptance of the
said offer, the Company's shareholding in ITRIPL stands at 20%.
Total Income of ITRIPL for FY 2025-26 is Rs. 2,767.75 Crore as against its previous
financial year's Total Income of Rs. 2,839.50 Crore and Total Comprehensive Income is Rs.
204.08 Crore as against Total Comprehensive Income of Rs. 299.47 Crore in the previous
financial year.
II. Massimo Dutti India Private Limited (‘MDIPL')
MDIPL, an associate of the Company with Inditex, Spain, is engaged in operation of
Massimo Dutti stores in India. Total Income of MDIPL for FY 2025-26 is Rs. 128.93 Crore as
against its previous financial year's Total Income of Rs. 101.23 Crore and Total
Comprehensive Income is Rs. 11.69 Crore as against Total Comprehensive Income of Rs. 10.19
Crore in the previous financial year.
The Company does not have any material subsidiary as on date, in accordance with the
SEBI Listing Regulations.
A separate statement containing the salient features of the Financial Statements of the
Company's subsidiaries, joint ventures and associates, in form AOC-1, forms part of the
Consolidated Financial Statements, in compliance with Section 129(3) of the Act read with
Rule 5 of Companies (Accounts) Rules, 2014, issued thereunder.
Pursuant to the applicable provisions of the Act, the Financial Statements, including
Consolidated Financial Statements along with related information of the Company and the
Financial Statements of all the subsidiary companies, are available on the Company's
website at www.trentlimited.com. Any Member desirous of obtaining a copy of the Audited
Financial Statements with respect to subsidiaries may write to the Company Secretary at
investor.relations@ trent-tata.com.
Directors' Responsibility Statement
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the Internal, Statutory
and Secretarial Auditors and external consultants, including audit of internal financial
controls over financial reporting by the Statutory Auditors and the reviews performed by
management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and effective
during the financial year ended 31st March 2026.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of
Directors, to the best of their information and knowledge, confirm that:
• i n the preparation of the Annual Accounts for the financial year ended 31st
March 2026, the applicable accounting standards have been followed and there is no
material departure from the same;
• they have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
Profit of the Company for that period;
• they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
• they have prepared the Annual Accounts on a going concern basis;
• they have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and operating effectively; and
• they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Board of Directors
As on 31st March 2026, the Company has 7 Directors with an optimum combination of
Executive and Non-Executive Directors.
Re-appointments at the last AGM
The Shareholders, at the Seventy-Third AGM of the Company held on 3rd July 2025,
approved the re-appointment of Mr. Harish Bhat as a Director of the Company, upon
retirement by rotation and re-appointment of Mr. Jayesh Merchant as an Independent
Director of the Company, for the second term of 5 years up to 6th August 2030.
Cessation
Ms. Susanne Given was appointed as Independent Director of the Company for a term of 5
years commencing from 17th November 2020 to 16th November 2025. She ceased as Independent
Director of the Company with effect from close of business hours on 16th November 2025
upon completion of her term. The Board places on record its sincere appreciation for the
valuable contributions and guidance provided by Ms. Given during her tenure as a Director
of the Company.
Appointment of Additional Director
The Board, upon recommendation of the Nomination and Remuneration Committee
(‘NRC'), approved the appointment of Mr. Bahram Vakil as Additional (Non-Executive,
Non-Independent Director) with effect from 23rd April 2026. Mr. Vakil holds office upto
the ensuing AGM of the Company.
Proposed re-appointment of Directors
Mr. Ravneet Singh Gill and Ms. Hema Ravichandar, Independent Directors of the Company,
were appointed by the Members for a term of 5 years from 29th December 2021 to 28th
December 2026.
The Board, upon recommendation of the NRC, has approved their re-appointment, for the
second term of 5 years from 29th December 2026 to 28th December 2031, subject to approval
of the Members at the ensuing AGM of the Company.
Mr. Venkatesalu Palaniswamy, Managing Director of the Company, retires at the ensuing
AGM and being eligible, seeks re-appointment.
The Board recommends appointment of Mr. Bahram Vakil and the re-appointments of Mr.
Ravneet Singh Gill, Ms. Hema Ravichandar and Mr. Venkatesalu Palaniswamy.
Declaration of Independence
In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. Jayesh
Merchant, Mr. Ravneet Singh Gill, Ms. Hema Ravichandar and Ms. Kiran Mazumdar Shaw are the
Independent Directors of the Company as on the date of this Report.
In terms of the SEBI Listing Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgement and without any external influence. Based upon the
declarations received from the Independent Directors, the Board of Directors has confirmed
that they meet the criteria of independence as mentioned under Section 149(6) of the Act
and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of
the management.
In the opinion of the Board, there has been no change in the circumstances affecting
their status as Independent Directors of the Company and the Board is satisfied of the
integrity, expertise and experience (including proficiency in terms of Section 150(1) of
the Act and applicable rules thereunder) of all the Independent Directors on the Board.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent
Directors of the Company have registered their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.
Key Managerial Personnel
Mr. Venkatesalu Palaniswamy, Managing Director,
Mr. Neeraj Basur, Chief Financial Officer and
Ms. Krupa Anandpara, Company Secretary and Compliance Officer, are the Key Managerial
Personnel of the Company as on 31st March 2026.
Board Meetings and Committees
Five Meetings of the Board of Directors were held during FY 2025-26. The intervening
gap between these meetings was within the period prescribed under the Act and the SEBI
Listing Regulations.
There are seven Board Committees, namely:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Corporate Social Responsibility and Sustainability Committee
• Risk Management Committee
• Borrowing and Investment Committee
• Property Committee
The details of the Board Meetings held and attended by the Directors, the composition
of the Board and its Committees and its Terms of Reference are provided in the Corporate
Governance Report, forming part of this Integrated Annual Report.
The composition and Terms of Reference of all the Committees of the Board are in line
with the provisions of the Act and the SEBI Listing Regulations.
Audit Committee
The Audit Committee comprises of Mr. Jayesh Merchant (Chairman), Mr. Noel N. Tata and
Mr. Ravneet Singh Gill. Role of the Committee is provided in the Corporate Governance
Report, forming part of this Integrated Annual Report.
The Board, at its meeting held on 22nd April 2026, basis the recommendation of the NRC,
reconstituted the Audit Committee to comprise of Mr. Jayesh Merchant (Chairman), Mr.
Ravneet Singh Gill and Mr. Bahram Vakil, with effect from 23rd April 2026.
During the year under review, there were no instances where the recommendations of the
Audit Committee were not accepted by the Board.
Company's Policy on Directors' appointment and remuneration
Policy on Directors' appointment
The Company has adopted the Policy on the Appointment of Directors which lays down the
criteria for determining qualifications, positive attributes, independence of Directors
pursuant to the provisions of the Act and the SEBI Listing Regulations. The said Policy is
available on the Company's website at https://docs.trent-tata.com/Policy on appointment of
Director.pdf
Remuneration Policy
The Company has adopted a Remuneration Policy for the Directors, Key Managerial
Personnel, and other Employees, pursuant to the provisions of the Act and the SEBI Listing
Regulations.
The philosophy for remuneration of Directors, Key Managerial Personnel and all other
Employees of the Company is based on the commitment of fostering a culture of leadership
with trust. The Remuneration Policy of the Company is aligned to this philosophy.
Remuneration Policy is available on Company's website at https://docs.trent-tata.com/
Remuneration Policy.pdf.
It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel
and all other Employees is as per the Remuneration Policy of the Company. Details of
remuneration paid to Directors are provided in the Corporate Governance Report, forming
part of this Integrated Annual Report.
Evaluation of Board, its Committees and Directors
The NRC has laid down a comprehensive framework for the evaluation of the performance
of the Individual Directors, the Board and its Committees. The evaluation criteria are
broadly aligned with the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India (SEBI).
Evaluation of Directors
The performance evaluation of Individual Directors, inter alia, includes
assessment of their knowledge and competence, fulfilment of fiduciary and statutory
duties, ability to function as an effective team Member, initiative and engagement,
availability and attendance at meetings, commitment, integrity and independence. It also
covers their contribution and participation in Board and Committee meetings, as well as
guidance and support provided to the management outside such meetings. In addition, the
Chairman is evaluated on specific aspects of his role, including effectiveness of
leadership, ability to steer meetings constructively and impartially, consideration of
Shareholders' interests, and the ability to mentor, motivate and provide guidance to the
Executive Directors.
Evaluation of Board
The Board evaluation includes, inter alia, assessment of the Board's composition
and structure, effectiveness of meetings and overall functioning, discharge of key
responsibilities, delegation of authority to Committees, effectiveness of Board processes,
adequacy and timeliness of information, and the quality of interaction and relationship
between the Board and the management.
Evaluation of Board Committees
The evaluation of Committees encompasses, inter alia, their mandate and
composition, effectiveness in discharging assigned responsibilities, structure and
frequency of meetings, independence from the Board, contribution to Board decision-making,
and the quality of interaction with the Board and the management.
Evaluation Process
During FY 2025-26, the Board carried out an evaluation of its own performance, the
performance of its committees and that of Individual Directors. The evaluation was
conducted through an online self-assessment mechanism. The Chairperson of the NRC held
detailed discussions with Individual Directors to seek their inputs on the effectiveness
of the Board, Committee functioning, and governance processes. A comprehensive
presentation on Board effectiveness was placed before the Board at its meeting held on
26th March 2026.
The performance evaluation of Independent Directors was undertaken by the entire Board,
excluding the Independent Director being evaluated. Further, a separate meeting of the
Independent Directors was held on 26th March 2026, wherein the performance of the Board
and Non-Independent Directors (including the Chairman) was discussed taking into
consideration feedback received from all Directors. The Independent Directors provided
their collective feedback to the Board, the Chairman and the Managing Director.
The Board effectiveness evaluation process facilitates periodic assessment of the
Board's functioning and governance practices, promoting continuous enhancement and
ensuring alignment with the Company's evolving strategic priorities.
Vigil Mechanism / Whistle Blower Policy
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical behavior. In line with the Tata Code of Conduct (‘TCoC'), any
actual or potential violation, howsoever insignificant or perceived as such, are treated
as a matter of serious concern for the Company. The role of the employees in pointing out
such violations of the TCoC is given utmost importance.
The Company has in place a Whistle Blower Policy in compliance with the provisions of
the Act and the SEBI Listing Regulations. The said Policy is available on the Company's
website at https://docs.trent-tata.com/Whistleblower Policy. pdf
The Whistle Blower Policy encourages Directors, employees and other stakeholders to
promptly report any actual or possible violation of the TCoC or any event that he or she
becomes aware of that could affect the business or reputation of the Company. All the
stakeholders have various channels to voice their concerns and are encouraged to report
the same internally for resolution. The Company ensures protection for the Whistle Blowers
and any attempts to intimidate the Whistle Blower would be treated as a violation of the
TCoC and subject to appropriate action. The Managing Director, the Chief Human Resources
Officer, the Chief Financial Officer and the Chief Ethics Officer meet regularly and
provide oversight to ethics related governance. All incidents that are reported are
investigated and suitable action is taken in line with the Whistle Blower Policy.
A report indicating the number of cases reported, investigations conducted including
the status update is presented before the Audit Committee, on a quarterly basis. The
Chairperson of the NRC remains present during these discussions.
Related Party Transactions
In line with the requirements of the Act and the SEBI Listing Regulations, the Company
has adopted a Policy on Related Party Transactions (‘RPT Policy'). During the year,
the RPT Policy was reviewed and amended pursuant to the SEBI Listing Regulations, by the
Board upon recommendation of the Audit Committee. The updated Policy is available on the
Company's website at https://docs.trent-tata.com/Policy on Related Party
Transactions.pdf
During the year under review, all the transactions entered into by the Company with the
related parties were at arm's length and in the ordinary course of business. These
transactions were pre-approved by the Audit Committee including all Independent Directors
on the Audit Committee. The transaction entered into by the subsidiary companies with the
related party(ies) of the Company, where the value of such transaction(s) exceeded the
prescribed threshold under the SEBI Listing Regulations, were approved by the Audit
Committee including all Independent Directors on the Audit Committee. The details of
actual transactions were reviewed by the Audit Committee on a quarterly / annual basis.
Pursuant to the SEBI Listing Regulations and basis the recommendation of the Audit
Committee and the Board of Directors, the Shareholders of the Company had granted approval
for Material Related Party Transaction(s) between the Company and THPL, a joint venture
company during FY 2025-26 for an aggregate value not exceeding Rs. 2,000 Crore.
Details of related party transactions entered into by the Company for FY 2025-26, in
terms of Ind AS 24 have been disclosed in the Notes to the Standalone / Consolidated
Financial Statements forming part of this Report.
The Company did not have any contracts or arrangements with related parties in terms of
Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company
for FY 2025-26 and hence, the same does not form part of this Report.
Internal Financial Controls
The Company has in place a well-established internal control system which is
commensurate with the nature of its business, size, scale and complexity of its
operations. Internal control systems comprising policies and procedures are designed to
ensure sound management of the Company's operations, safe-keeping of its assets, optimal
utilization of resources, reliability of its financial information and compliance. Systems
and procedures are periodically reviewed to keep pace with the growing size and complexity
of the Company's operations.
The Statutory Auditors, Internal Auditors and Audit Committee periodically review the
adequacy and effectiveness of internal control systems and provide guidance for further
strengthening them. Details of the internal financial controls and related systems are
provided in the Management Discussion and Analysis Report.
Risk Management
The Company has adopted a comprehensive Enterprise Risk Management (‘ERM')
structure prescribed under the Committee of Sponsoring Organization of the Treadway
Commission (‘COSO'), 2017 framework. The ERM framework has also been integrated with
the Company's strategy planning and business performance review processes.
The aforesaid framework covers business, financial, operational, HR, reputational,
sectoral, cybersecurity, ESG and any other risks determined by the Risk Management
Committee (‘RMC'). The strategic risks forming part of the ERM process are also
aligned with the audit universe, to the extent seen appropriate / relevant.
The Risk Management Policy has been adopted by the Board and is consistent with the
provisions of the Act and the SEBI Listing Regulations.
The Company has laid down governance procedures around information, communication and
risk reporting to the RMC, Audit Committee and the Board of Directors about risk
assessment, mitigation, effectiveness, evaluation and related outcome and status.
A central risk management team under the leadership of the Chief Financial Officer
facilitates execution of the risk management practices in the Company, in the areas of
risk identification, assessment, monitoring, mitigation and reporting. The RMC oversees
the Company's risk management processes and controls.
The Company periodically reviews and improves the adequacy and effectiveness of its
risk management process considering the rapidly changing business environment and evolving
complexities.
Corporate Social Responsibility
Corporate Social Responsibility (‘CSR') is an integral part of the Company's
culture and integrates with its economic
progress and social commitment. The Company continues to emphasize the implementation
of the key areas denoted and chosen for its sustainability. The Company has adopted a CSR
Policy in compliance with the provisions of the Act.
During FY 2025-26, the Company was required to spend Rs. 22.15 Crore towards CSR
activities in accordance with the provisions of the Act and the applicable rules. The
Company spent Rs. 13.61 Crore on approved CSR projects (including administrative
expenses). An amount of Rs. 8.95 Crore, relating to an ongoing multi-year project, remains
unspent and has been transferred to the Unspent CSR Account for FY 2025-26. The said
project pertains to the skilling and upskilling of oncology nurses and the establishment
of nurses' accommodation and is being implemented through the Tata Cancer Care Foundation.
The Annual Report on CSR activities, in terms of Section 135 of the Act and the Rules
framed thereunder, is annexed to this Report as Annexure A.
Energy and Environment
The Company is committed to environmental responsibility and addressing climate change,
with a focus on reducing environmental impacts across its operations and supply chain
through responsible practices.
To assess climate-related risks, the Company aligns with the Task Force on
Climate-related Financial Disclosures (TCFD) recommendations, identifying transition and
physical risks that are integrated into the Company's Risk Register.
The Company's resource efficiency efforts focus on energy conservation and effective
waste management. It continues to improve energy efficiency through smart electricity
solutions and is making steady progress in adopting renewable energy sources.
The Company is progressively transitioning suitable owned and long-term leased
locations to solar power. Rooftop solar installations remain a key source of renewable
energy for distribution centers, contributing over one-third of the electricity demand
across three facilities during the year, with additional distribution centers progressing
towards solar integration.
Responsible sourcing practices form an important part of the Company's sustainability
approach. To strengthen this, the Company aligns with internationally recognized standards
such as the Sedex Members Ethical Trade Audit (SMETA) 4-pillar framework, which assesses
labour practices, health and safety, environmental management, and business ethics at
finished-goods vendor facilities.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The required information under the provisions of the Act in respect of conservation of
energy, technology absorption and foreign exchange earnings and outgo, are annexed to this
Report as Annexure B.
Health and Safety
Health and Safety Management System
The Company remains committed to providing a safe and healthy work environment across
its offices, retail stores, and distribution centres. Its Health and Safety
(‘H&S') Policy is aligned with the Tata Group Retail Safety Standards and the
Tata Health and Safety Management System (‘THSMS') and complies with the applicable
regulations. The Policy also applies to contractors and third-party service providers
operating at the Company's sites.
To promote a culture of safety, the Company conducts regular internal and external
safety audits. Internal audits are carried out quarterly by senior leadership teams, while
external auditors conduct electrical safety audits across facilities. Audit findings are
recorded in a centralized system, and corrective actions are implemented promptly to
ensure timely closure.
The Company's key governance mechanism includes monthly Safety Committee meetings
Chaired by the Managing Director, where safety performance, audit closures, and
improvement initiatives are discussed and reviewed. The Company also participates in the
periodic assessments under the Tata Safety Excellence Model, conducted by the Tata
Business Excellence Group, to evaluate the effectiveness and maturity of its safety
management systems.
Hazard Identification, Risk Assessment and Incident Investigation
Workplace safety is a key priority for the Company and is closely overseen at the
highest levels of the organization.
The H&S Manual provides a structured framework based on the Tata Group Retail
Safety Standards, outlining the practices required to maintain a safe and healthy work
environment.
The Company has instituted a robust H&S Management System, which enables proactive
identification and mitigation of risks through the Hazard Identification and Risk
Assessment (‘HIRA') methodology. A cross-functional team comprising safety officers,
maintenance personnel, and trained volunteers undertakes HIRA assessments across all
locations. The team undergoes periodic training, both internal and external, in line with
the requirements prescribed by the Tata Group's centralized safety team.
HIRA assessments are conducted periodically, enabling the Company to identify,
evaluate, and effectively mitigate potential risks. Incident investigations are carried
out with diligence to ensure root causes are addressed and learnings are integrated into
future safety practices.
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
The Company has zero tolerance for sexual harassment at workplace and has adopted a
gender-neutral Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the
Workplace, with the objective of providing a safe and secure working environment for all
employees. The Company has in place duly constituted Internal Complaints Committee
(‘ICC') in accordance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH Act').
The Company conducts periodic sensitization sessions for employees across the
organization to build awareness of the POSH Policy and the provisions of the POSH Act.
During the year under review, the ICC received 17 complaints, of which 3 were pending as
of 31st March 2026. Out of the pending complaints 1 was resolved subsequently and 2 were
under investigation with the ICC and were within the 90 days timeframe. No complaints
remained pending beyond 90 days.
Integrated Annual Report
The Company, with the objective of providing a comprehensive and integrated overview of
the Company's performance and value creation journey, has adopted the International
Integrated Reporting Framework for this year's Annual Report. It is guided by the
principles of Integrated Reporting laid out by the International Integrated Reporting
Council (‘IIRC').
Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under the SEBI Listing
Regulations forms part of this Integrated Annual Report.
Business Responsibility and Sustainability Report
As per the SEBI Listing Regulations, the Business Responsibility and Sustainability
Report (‘BRSR') together with an Independent Assurance Statement on BRSR Core by BDO
India Services Private Limited, forms part of this Integrated Annual Report and is also
available on the website of the Company at https://trentlimited.com/pages/agm-documents
Corporate Governance Report
The Company is committed to maintaining the highest standards of corporate governance
and continues to be compliant with the requirements of corporate governance as enshrined
in the SEBI Listing Regulations. The Report on Corporate Governance together with the
Certificate from M/s. Parikh & Associates, Practicing Company Secretaries, confirming
compliance with conditions on Corporate Governance as stipulated in the SEBI Listing
Regulations as on 31st March 2026, forms part of this Integrated Annual Report.
Particulars of Employees
Disclosures required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed
to this Report as Annexure C.
The statement containing the particulars of top ten employees and particulars of
employees as required under Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is
provided in the annexure forming part of this Report.
Further, the Report and Accounts are being sent to the Shareholders excluding the
aforesaid annexure. In terms of the second proviso to Section 136(1) of the Act, any
Member interested in obtaining the copy of the same may write to the Company Secretary at
investor.relations@trent-tata.com.
Auditors
Statutory Auditor and Auditors' Report
Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.
117366W/W-100018) have been appointed as the Statutory Auditor of the Company at the
Seventieth
AGM of the Company held on 10th June 2022 for a second term of five consecutive years
to hold the office till the conclusion of Seventy-Fifth AGM to be held in the year 2027.
The Auditors' Report for FY 2025-26 does not contain any qualifications, reservations,
or adverse remarks, which require explanations / comments by the Board.
Internal Auditor
The Company has an in-house Internal Audit function. The Annual Audit Plan is
formulated based on discussions between the Internal Audit team and the Audit Committee
and is periodically reviewed and updated, as required. Internal Auditors independently
conduct objective assessment of Company's financial and operational processes, risk
management practices, regulatory compliance and the effectiveness of internal controls.
Internal Audit Reports, along with management responses and action plans, are reviewed
by the Audit Committee, on a quarterly basis.
Secretarial Auditor and Secretarial Audit Report
M/s. Parikh & Associates, Practising Company Secretaries have been appointed as the
Secretarial Auditors of the Company at the Seventy-Third AGM of the Company held on 3rd
July 2025, for a term of five consecutive years commencing from 1st April 2025 up to 31st
March 2030, to conduct the Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year ended 31st March 2026 is annexed as
Annexure D. The Report does not contain any qualification, reservation, or adverse
remark, which require explanations / comments by the Board.
Reporting of Fraud by Auditors
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial
Auditors have not reported any instances of fraud committed in the Company or by its
officers or employees under Section 143(12) of the Act to the Audit Committee.
Particulars of Loans, Investments and Guarantees
The particulars of loans given, investments made, guarantees given and securities
provided as per Section 186 of the Act by the Company are disclosed in the Standalone
Financial Statements forming part of this Integrated Annual Report.
Deposits
During the year under review, the Company has not accepted any deposits from the public
in terms of the Act. Further, no amount on account of principal or interest on deposits
from public was outstanding as on the date of the Balance Sheet.
Annual Return
The Annual Return of the Company for FY 2025-26 in Form MGT-7, in accordance with the
provisions of the Act, and the rules made thereunder, is available on the Company's
website at: https://trentlimited.com/pages/agm-documents.
Regulatory Compliance Monitoring Mechanism
The Company has a robust compliance framework supported by a dedicated team to ensure
adherence to all applicable laws relevant to its business operations. A web- based
statutory compliance monitoring tool is in place to strengthen oversight and tracking. The
Company has aligned its processes with the Compliance Risk Management framework under the
COSO 2017 Framework.
A consolidated compliance dashboard is presented to the functional heads and the
Compliance Officer. Further, a quarterly compliance report covering applicable laws, along
with corrective and preventive actions, is placed before the Audit Committee and the
Board. The compliance risk register is also periodically presented to the RMC.
Significant and Material Orders passed by Regulators or Courts
There were no significant or material orders passed by any regulator, court or tribunal
during the year under review that would impact the going-concern status of the Company or
its future operations.
Compliance with Maternity Benefit Act, 1961
The Company continues to prioritise the welfare and supportive measures for women
employees, ensuring compliance with the Maternity Benefit Act, 1961.
Compliance with Secretarial Standards
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (‘ICSI') on Meetings of the Board of
Directors and General Meetings.
General Disclosures
During the year, there were no transactions requiring disclosure or reporting in
respect of matters relating to:
• I ssue of shares with differential rights as to dividend, voting or otherwise;
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme;
• Any scheme to fund its employees to purchase the shares of the Company;
• Pendency of any proceedings under the Insolvency and Bankruptcy Code, 2016;
• Maintaining Cost Records in accordance with Section 148(1) of the Act read with
the Rules made thereunder due to non-applicability; and
• There are no instances of one-time settlement with banks or financial
institutions during the financial year.
Award and Recognition
During the year under review, the Company received remarkable recognitions, including
the ‘Golden Peacock Award for Excellence in Risk Management - 2025' in the National
retail category. This recognition reflects the Company's continued focus on strengthening
its risk management practices and its commitment to excellence in this area. Details of
the other awards and recognitions are provided in this Integrated Annual Report.
Acknowledgements
The Board places on record its sincere appreciation for the continued trust and support
received from customers, vendors, debenture holders, business associates, Shareholders,
bankers and Government authorities, and acknowledges the valuable contribution made by the
employees of the Company.
On behalf of the Board of Directors
Noel N. Tata
Chairman
DIN:00024713
Mumbai, 22nd April 2026
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