annual report - · pdf filethe directors are pleased to present their seventh annual report...

ANNUAL REPORT 2014‐15

BOARDS’ REPORT

To The Members, The Directors are pleased to present their Seventh Annual Report and Audited Financial Statements for the year ended 31st March, 2015. 1. FINANCIAL HIGHLIGHTS

(Rupees in Crores)

Standalone

For the year ended Consolidated

For the year ended

March 31,

2015 March 31,

2014 March 31,

2015 March 31,

2014 Income from Operations 747.76 789.61 797.98 789.61

Other Income 42.38 5.74 35.15 7.59

Total Income 790.14 795.35 833.13 797.2

Total Expenditure 852.32 859.11 890.98 861.09

Profit / (Loss) before Taxes ‐62.18 ‐63.76 ‐57.85 ‐63.89

Exceptional items ‐3.18 ‐6.03 ‐3.18 ‐6.03

Profit / (Loss) before extraordinary items and tax ‐65.36 ‐69.79 ‐61.03 ‐69.92

Provisions for Taxation 23.57 ‐0.49 23.57 ‐0.49

Profit / (Loss) after Taxes ‐88.93 ‐69.3 ‐84.60 ‐69.43

Less:‐ Minority Share of Profit/(Loss) ‐ ‐ ‐ ‐0.04

Less:‐ Pre Acquisition Profit/(Loss) ‐ ‐ ‐0.29 ‐

Profit /(Loss) for the year after Minority Interest ‐88.93 ‐69.3 ‐84.31 ‐69.39

Balance brought forward from previous years ‐178.64 ‐109.34 ‐178.80 ‐109.41

Add:‐ Excess WDV as per Sch. II of The Companies Act, 2013 adjusted ‐ Net of deferred tax

‐1.02 ‐ ‐1.02 ‐

Balance carried forward ‐268.59 ‐178.64 ‐264.13 ‐178.80

During the year under review, the Company has incurred a loss of Rs. 88.93 Crore, in view of which the Directors do not recommend any dividend. Similarly, in view of the losses, no amount is required to be transferred to General Reserve.

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

There has been no material change in the nature of the business of the Company.

2. STATE OF COMPANY’S AFFAIRS

Operations

Trent Hypermarket Limited (THL) operates a multi format retail business under the Star banner and primarily competes in the multi brand food and grocery segment.THL is positioned to provide a convenient modern shopping environment for customers to shop across multiple product categories with a focus on service, quality and price/promotions.

The market reception for Star Bazaar stores has been encouraging and the same is evident from improvements in revenues and gross margins over the years. The food retail industry however continues to face challenges related to high input costs such as rents and electricity as well as poor logistics and infrastructural facilities.

In the last couple of years the management has focused on developing a sustainable business model. The business model envisages a multi‐format strategy focused in the states of Maharashtra and Karnataka with the aim of creating local scale and being closer to customers. The focus would primarily be on food and grocery with a clear emphasis on Fresh food as the lead footfall driver. The Star brand would be represented by four facia namely: Star Daily, Star Market, Star Hyper, Star Extra. The brand would leverage the collective strength of Tata and Tesco platforms to provide customers with a modern retail solution with a focus on Fresh, Convenience and Service.

In pursuance of the strategy the company has opened 5 Star Dailies, 1 Star Market and 1 Star Extra in the cities of Mumbai, Pune and Bangalore, in addition to its existing Star Hypers. The performances of the new stores are broadly in line with expectations thereby providing support to the effectiveness of the strategy being adopted. Consequently, the intent is to accelerate the rollout of the food & convenience focused stores under the Star banner, primarily in the States of Maharashtra & Karnataka. We believe that the headroom for expansion would be substantial and the rollout could be further accelerated if we continue to see encouraging results.

In line with our strategy of sustainable growth, we also exited from one Hyper store at Dahisar, Mumbai in March 2015.

In order to provide the best Fresh offering to its customers, Star has started sourcing directly from vegetable farmers by working closely with them in the growing regions of Maharashtra and Karnataka. Around 70% of vegetables are now directly sourced from farms and serviced through a network of collection and distribution centers.

Star continues to develop its own label offerings so as to provide essential consumption products at the right price points. Star own label products are present in a variety of categories such as jams, ketchup, tea, detergents, paper products, soaps, cleaning solutions, oil etc. Recently the company re‐launched its packed staples category under a new sub‐brand, Kitchen Culture. Select Tesco products are also on offer thereby providing customers with a unique set of choices at very attractive price‐points.

Leveraging its association with Tesco the company is developing a series of modern trade solutions that take into account the needs and limitations of the Indian market. A significant amount of innovation is being deployed both in the supply chain and with respect to the store formats. Likewise, given the focus of the JV on Food and Grocery, the apparels part of the business leverages the proven expertise in this area.

Trent‐Tesco Joint Venture

As discussed in the last year’s report, subsequent to receipt of approval from the Foreign Investment Promotion Board (FIPB), Trent and Tesco Plc (Tesco) entered into definitive agreements to form a 50:50 Joint Venture (JV) with respect to the Company in March 2014. Out of the 16 Star banner stores operated by the Company (at that point in time), four were in states that did invite FDI in multi‐brand retail trade. These four stores in Gujarat and Tamil Nadu were divested by the Company in April 2014 into a separate wholly owned subsidiary of Trent Limited (Fiora Hypermarkets Ltd – FHL). • Investment: As envisaged in the agreements, Tesco (through a wholly owned

subsidiary) purchased part of the equity shares then held by Trent Limited in THL for an amount of Rs.150 crores and separately subscribed to additional equity shares for an amount of Rs.700 crores. Following the conclusion of the investment in accordance with the definitive agreements in June 2014, Trent and Tesco Overseas each hold a 50% stake in the Company and the Company has become a joint venture of Trent and Tesco Overseas.

The applicable regulations require the Company to invest USD 50 million from the first tranche of Tesco’s infusion to be committed to green‐field backend infrastructure investments. Given this end use restriction with respect to certain funds and also the utilization otherwise of funds infused, in the month of January 2015, the Company raised funds of appx. Rs. 300 crore through an Issue of equity shares on a Rights basis to Trent Limited and Tesco. This tranche of funding was seen warranted primarily to facilitate expansion of the frontend store network in the near to medium term.

• Outlook: We believe this JV is good news for our customers and stakeholders. This partnership should over time enable a further improved offer in terms of value, range & service. Also, the proposed investments into the supply chain should afford efficiencies and give manufacturers, suppliers & farmers an efficient route to market.

• Expansion: The Company is focussed on evolving a sustainable store model that will

allow a significant food & grocery retailing operation to be built out over time. We intend to concentrate store presence in the states of Maharashtra and Karnataka in the near term; we will nevertheless explore opportunities for expansion into contiguous states in due course.

• Branding: The intent is to build on the existing Star Bazaar platform. The Company will continue to operate under multiple banners i.e. “Star Extra”, “Star Market”, “Star Hyper” and “Star Daily”

Tesco Hindustan Wholesaling Private Limited (“THWPL”) purchase THWPL is engaged in the business of wholesale trading of food and non‐food products, including fast moving consumer goods, general merchandise, fruits, vegetables and staples. THWPL also had developed backend infrastructure in terms of warehousing facilities, people and related processes. With an aim to augment the relevant backend infrastructure and support faster expansion of the store portfolio, the Company acquired 100% stake of in January 2015 and consequently THWPL is now a wholly owned subsidiary of the Company. Amalgamation of subsidiaries with the Company

In order to streamline the group structure & realize synergies, the Board of Directors of THL approved a Scheme of Amalgamation between Virtuous Shopping Centre Limited (VSCL) and THWPL, both wholly owned subsidiaries of the Company. The appointed date for the merger shall be 1st February, 2015. As VSCL & THWPL are wholly owned subsidiaries of the Company no shares of THL will be issued & allotted pursuant to the scheme. The Scheme is subject to the requisite approval of the High Courts and other relevant regulatory authorities. The following chart presents the revenues & store portfolio of the Company over the years.

During the year under review, the like‐for‐like sales growth of Star Bazaar stores was 1.1% as against 3.3% witnessed in the preceding year. The Company recorded a marginal decrease in total revenue to Rs. 790.14 crores (Rs. 795.35 crores in FY 13‐14) during the period under review, EBIT was negative Rs. 55.07 crores (Rs. 61.82 crores in FY 13‐14). These results are not comparable given the transfer of four operating stores from the

Company to FHL as discussed above. Further, as a matter of prudence, deferred tax asset of Rs 23.57crores has been charged off to the P&L in the period under review and hence the post‐tax results of the Company are further not comparable.

3. DIRECTORS AND KEY MANANGERIAL PERSONNEL :

The Company’s non‐convertible debentures are listed on the National Stock Exchange of India Limited. Accordingly, the Company is a listed company for the purposes of the Companies Act, 2013 (the “Act”). Pursuant to the provisions of the Joint Venture Agreement (‘JVA’) and applicable requirements of the Act, the Board of Directors of the Company was re‐constituted during the year. The Board of the Company comprises of three Nominee Directors of Trent Limited and Tesco Overseas Investments Limited (‘TOIL’) each and three Independent Directors. Mr. Trevor John Masters (DIN 06879194), Mr. Matthew Peter Edmonds (DIN 06878575) and Mr. Kevin Paul Grace (DIN 06879209) were appointed as Directors on the Board of the Company with effect from June 3, 2014. They are the Nominee Directors of TOIL. Mr. A D Cooper (DIN 00026134) was appointed as Independent Director for the period July 28, 2014 till August 23, 2015 (retirement date) at the Annual General Meeting of the Company held on 28 July, 2014. Mr. Jamshed Daboo (DIN 00050865) was re‐appointed as the Manager of the Company designated as Chief Executive Officer for a period of 3 years, with effect from April 1, 2014. Consequent to his appointment as a Managing Director of the Company for a period of 3 years with effect from June 25, 2015, Mr. Daboo’s tenure as Manager was terminated with mutual consent with effect from June 24, 2014. Mr. D Sundaram (DIN 00016304) and Ms. Reshmi Khurana Laroia (DIN 06449310) have been appointed as Additional Directors with effect from March 27, 2015 to hold office as Independent Directors of the Company subject to the approval of the Members. They are not liable to retire by rotation.

Mr. Kevin Paul Grace (DIN 06879209) ceased to be a Director of the Company on withdrawal of Nomination by TOIL with effect from March 23, 2015. Mr. Hugh Garavelli (DIN 07190970) was appointed by the Board of Directors as additional Director on his nomination by TOIL as its Nominee Director with effect from May 22, 2015. Accordingly, as on the date of this report, the Board of Directors of the Company comprises of the following Directors: 1. Mr. Noel N. Tata, the Chairman & Nominee of Trent Limited 2. Mr. Jamshed Daboo, Managing Director and Nominee of Trent Limited 3. Mr. P. Venkatesalu, Non‐executive, non‐ Independent Director and Nominee of Trent

Limited 4. Mr. Trevor Masters, Non‐executive, non‐ Independent Director and Nominee of Tesco

Overseas Investments Limited

5. Mr. Matthew Peter Edmonds, Non‐executive, non‐ Independent Director and Nominee of Tesco Overseas Investments Limited.

6. Mr. Hugh Garavelli, Non‐executive, non‐ Independent Director and Nominee of Tesco Overseas Investments Limited

7. Mr. Aspy D. Cooper, Independent Director 8. Mr. D. Sundaram, Independent Director 9. Mrs. Reshmi Khurana Laroia, Independent Director In addition to Mr. Daboo, Managing Director, the Board of Directors have appointed Mr. Sanjay Gupta, Chief Financial Officer and Company Secretary of the Company as the Key Managerial Personnel of the Company in terms of Section 203 of the Act. Mr. Noel N. Tata (DIN 00024713) and Mr. P. Venkatesalu (DIN 02190892), Directors of the Company liable to retire by rotation, retire at the ensuing Annual General Meeting and being eligible offer themselves for re‐appointment. Pursuant to the provisions of section 161 of the Act, Mr. D. Sundaram (DIN 00016304), Mrs. Reshmi Khurana Laroia (DIN 06449310) and Mr. Hugh Garavelli (DIN 07190970), additional directors of the Company hold office up to the date of ensuing Annual General Meeting of the Company and being eligible offer themselves for appointment. The resolutions seeking approval of the Members for the appointment of Mr. D Sundaram (DIN 00016304), Ms. Reshmi Khurana Laroia (DIN 06449310) and Mr. Hugh Garavelli (DIN

07190970), and have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. The Company has received notices under Section 160 of the Act along with the requisite deposit proposing their appointment Further, Mr. D. Sundaram (DIN 00016304) and Mrs. Reshmi Khurana Laroia (DIN 06449310) having submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 read with Schedule IV of the Act are proposed to be appointed as Independent Directors on the Board of the Company for a period of 2 years with effect from March 27, 2015. A suitable resolution would be proposed at the ensuing Annual General Meeting of the Company. The Board of Directors commend the aforesaid appointments of Mr. D. Sundaram, Mrs. Reshmi Khurana Laroia and Mr. Hugh Garavelli.

4. BOARD MEETINGS

The Board of Directors met 10 times during the Financial Year 2014‐15 i.e on May 26, 2014; May 30, 2014; June 3, 2014; June 24, 2014; July 28, 2014; November 3, 2014; January 5, 2015; January 14, 2015; January 28, 2015 and March 24, 2015.

5. DECLARATION FROM INDEPENDENT DIRECTORS

Mr. A. D Cooper, Mr. D Sundaram and Ms. Reshmi Khurana Laroia who are independent directors, have submitted declarations that each of them meet the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been

no change in the circumstances which may affect their status as independent director during the year.

6. COMMITTEES OF THE BOARD During the year, the Board has constituted / reconstituted its Committees. Currently the Board has following committees of Directors:‐

1. Audit Committee

2. Nomination and Remuneration Committee

3. Investments and Borrowings Committee

4. Property Committee

The disclosures as required in respect of Audit Committee under Section 177 (8) of the Act are as under: Composition of Audit Committee: ‐ The Audit Committee of the Company was reconstituted on June 24, 2014 and thereafter on March 30, 2015 and comprises of the following members as on date of this Report:‐ Sr No.

Name of Director Designation Committee Position

1. Mr. A D Cooper Independent Director Chairman

2. Ms. Reshmi Khurana Independent Director

Member (appointed w.e.f. March 30, 2015)

3. Mr. Mattew Edmonds Nominee Director

Member (appointed w.e.f. June 24, 2014)

4. Mr. P. Venkatesalu Nominee Director

Member (upto March 30,

2015) 5. Mr. Noel N. Tata Non‐execution Non‐ Member

(upto June 24, 2014)

There was no recommendation of the Audit Committee which was not accepted by the Board during the year. Vigil Mechanism

The Company has re‐formulated the Whistle Blower Policy, being the Vigil Mechanism as required under section 177 (9) of the Act. The Board of Directors of the Company, as advised and recommended by the Audit Committee have adopted a revised Whistle Blower Policy that provides a formal mechanism for all employees of the Company to make protective disclosures about the unethical behaviour, actual or suspected fraud or

violation of the Company's Code of Conduct report through a confidential helpline and in certain cases also approach the Chairman of the Audit Committee of the Company and make. The Whistle Blower Policy is an extension of the Tata Code of Conduct, which requires every employee to promptly report to the Management any actual or possible violation of the Code. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. A copy of the Whistle Blower Policy is available on the website of the Company. The terms of reference of the Audit Committee includes oversight of the Vigil Mechanism.

7. MATTERS RELATING TO NOMINATION AND REMUNERATION COMMITTEE

a. Selection Criteria and Policies:

As recommended by the Nomination and Remuneration Committee, the Board of Directors have approved and adopted the criteria for determining qualifications, positive attributes and independence of a director, and recommended to the Board a policy, relating to the remuneration for the directors, key managerial personnel which is annexed as Annexure 1.

b. Remuneration & Managerial Remuneration:

Details / Disclosures relating to remuneration to each Director and ratios to the median employee’s remuneration and other disclosures as required under Section 197 (12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure –2 to this Report.

Details of Information as per Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in an Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered office of the Company.

The details required to be disclosed as per Clause IV of Section II of Schedule V of the Act is also contained in the Annexure – 2 annexed to this Report.

8. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

Virtuous Shopping Centres Limited (VSCL)

During the period under review the Company increased its stake in VSCL and completed purchase of 33.34% stake in VSCL from Trent Limited. The Company completed purchase of equity shares for consideration of Rs.2.34 crore and Unsecured Optionally Convertible Debentures of Rs. 10 each at consideration of Rs.20.38 crores.

Tesco Hindustan Wholesaling Private Limited (THWPL)

On January 9, 2015, the Company acquired 100% stake in THWPL from Tesco Mauritius Holdings Limited (TMHL) for a consideration of Rs.143.08 crore. Consequent to the aforesaid acquisition THWPL has became a wholly owned subsidiary of the Company.

A Statement Containing the Salient features of the Financial Statement of the Subsidiary Companies, including step down subsidiary is annexed as Annexure‐ 3 as a part of this Report.

Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company’s registered office. Pursuant to the provisions of section 136(1) of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of the subsidiary, are disclosed on the website of the Company

9. EXTRACT OF ANNUAL RETURN:

Pursuant to section 134 (3) (a) and section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return as at March 31, 2015 in Form MGT 9 is annexed as Annexure 4 as a part of this Report.

10. AUDITORS

At the previous Annual General Meeting of the Company held on July 28, 2014, M/s. N.M. Raiji & Co., (Firm Registration No. 108296W), Chartered Accountants, were appointed as the Statutory Auditors of the Company till the conclusion of the next Annual General Meeting of the Company to be held in the year 2015.

M/s. N. M. Raiji & Co., Chartered Accountants, being eligible offer themselves for re‐

appointment.

The auditors’ report does not contain any qualifications, reservations or adverse remarks in their report

11. SECRETARIAL AUDIT

The Board of Directors had appointed M/s. Parikh Parekh & Associates for conducting Secretarial audit as required in terms of Section 204 of the Act. The Report on the Audit conducted by them for the financial year ended March 31, 2015 is enclosed as Annexure‐ 5 to this Report. The only comment in the Secretarial Audit report is about Form MGT‐14 for certain resolutions passed at the Board meeting held on May 26, 2014 which was pending to be filed on the MCA website. The Company is in the process of filing the same by following the due process provided under the Act.

12. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a defined system of internal controls for financial reporting od transaction and compliance with relevant laws and regulations commensurate with its nature and size of business and meets the following objectives:

• Providing assurance regarding the effectiveness and efficiency of operations; • Efficient use and safeguarding of resources; • Compliance with policies, procedures and applicable laws and regulations;

and • Transactions being accurately recorded and reported timely.

The Company also has a well defined process for ongoing management of reporting and periodic review of business to ensure alignment with strategic objectives. There is an active internal audit function and is carried out partly by internal resources & balance activity is outsourced to CA firms.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has duly complied with the provisions of Section 186 of the Act in respect of loans provided, guarantees given and Investments made. During the year ended March 31, 2015 the Company had following such transactions:

i. Loans: Rs. 26.49 crore to Common Wealth Developers Limited, a wholly subsidiary of Virtuous Shopping Centres Limited, the Company’s wholly owned subsidiary.

ii. Guarantees: Nil

iii. Investments: Rs. 143.16 crore in equity shares of Tesco Hindustan Wholesaling Private Limited thereby making it a wholly owned subsidiary of the Company.

14. RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy consistent with the provisions of the Act. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and related procedures & status.

Risk Management is also intertwined into Annual Budgeting process and Periodical monthly management meetings.

In the opinion of the Board, there were no such risks requiring disclosure in this Report as on March 31, 2015.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arms length basis. The Company has nothing to report in the prescribed Form AOC – 2, hence, the same is not annexed.

16. ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board and its Directors.

The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board process, information and functioning.

Two out of the three Independent Directors of the Company were appointed with effect from March 27, 2015. Therefore, at such short interval Independent Directors of the Company could not have a separate meeting to evaluate the performance of Non‐independent Directors of the Company. The Board has evaluated the performance of Mr. A.D. Cooper, Independent Director of the Company.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

A) Conservation of Energy: The Company consciously makes efforts to conserve energy across all its operations.

(B) Technology Absorption: Nil (C) Foreign Exchange earnings and Outgo:

(in Rs. 000’s) a) Foreign Exchange Earnings : 7,167,183.21

b) Foreign Exchange Outgo : 2,305,077.43 (Raw material, Spares & Others)

18. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. During the year FY 2014‐15, the Company has received 1 (One) complaint on sexual harassment, which was disposed of and appropriate action taken and there are no pending complaints.

19. OTHER DISCLOSURES:

a. The Company did not accept any Deposits within the meaning of the Act and as such there are no details required to be furnished as required under Section 134 (3) (q) read with Rule 8(5) of Chapter IX Rules.

b. There were no significant and material orders that were passed by the regulators or Courts or Tribunals impacting the going concern status and the company’s operations in future during the year under review.

c. The provisions of Corporate Social Responsibility under section 135 of the Act were not applicable to the Company during the year ended March 31, 2015. However, the Company, being part of the Tata and Tesco Group of Companies aspires to always fuse business values, cultural pillars and operating principles to exceed the expectations of its customers, employees, partners, communities and the wider society. Towards this the Company has undertaken programmes in and around local areas where its stores are situated. Free meals for school children, distribution of gifts and daily essentials, training in retail for empowerment of youth and differently abled are some of the community activities run by the Company in last year.

20. DIRECTOR’S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2014‐15.

Accordingly, pursuant to section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

(b) the Directors had 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 loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. ACKNOWLEDGMENT

The Directors wish to convey their appreciation to Customers, Suppliers, Bankers, other Stakeholders and specially the employees for their co‐operation. The Directors also appreciate the confidence reposed in the Management of the Company by its shareholders.

For and on behalf of the Board of Directors

N. N. TATA CHAIRMAN

Mumbai, May 22, 2015

The following Documents are annexed:

ANNEXURE ‐1 Company’s policy on Directors’ appointment and remuneration, etc.

ANNEXURE – 2 Remuneration Details

ANNEXURE –3 Salient features of the Financial Statements of subsidiary companies

ANNEXURE –4 Form MGT‐9‐ Extract of Annual Return

ANNEXURE –5 Secretarial Audit Report

ANNEXURE 1

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION, ETC. Procedure for Nomination and Appointment of Directors The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in‐depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director’s appointment or re‐appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis‐à‐vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. Criteria for determining Qualifications, Positive Attributes and Independence of a Director The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act. Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director’ if he/ she meets with the criteria for ‘Independent Director’ as laid down in the Act. Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill‐domain mix of the Board. Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act and Tata and Tesco Code of Conduct for Non Executive Directors. 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. The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the following factors while formulating the Policy: (i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; (ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long‐term performance objectives appropriate to the working of the Company and its goals. Key principles governing this remuneration policy are as follows:

1. Remuneration for independent directors and non‐independent non‐executive directors

Independent directors (“ID”) and non‐independent non‐executive directors (“NED”) may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits.

Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board.

Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the company (taking into consideration the challenges faced by the company and its future growth imperatives).

Overall remuneration should be reflective of size of the company, complexity of the sector/ industry/ company’s operations and the company’s capacity to pay the remuneration.

Overall remuneration practices should be consistent with recognized best practices. Quantum of sitting fees may be subject to review on a periodic basis, as required. The aggregate commission payable to all the NEDs and IDs will be recommended by the

NRC to the Board based on company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.

The NRC will recommend to the Board the quantum of commission for each director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by directors other than in meetings.

In addition to the sitting fees and commission, the company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while performing his/ her role as a director of the company. This could include reasonable expenditure incurred by the director for attending Board/ Board committee meetings, general meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organized by the company for directors) and in obtaining professional advice from independent advisors in the furtherance of his/ her duties as a director.

2. Remuneration for managing director (“MD”)/ executive directors (“ED”)/ KMP/ rest of the employees

The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence remuneration should be:

‐ Market competitive (market for every role is defined as companies from which the company attracts talent or companies to which the company loses talent)

‐ Driven by the role played by the individual, ‐ Reflective of size of the company, complexity of the sector/ industry/ company’s

operations and the company’s capacity to pay, ‐ Consistent with recognized best practices and ‐ Aligned to any regulatory requirements.

In terms of remuneration mix or composition, :

‐ The remuneration mix for the MD/ EDs is as per the contract approved by the shareholders. In case of any change, the same would require the approval of the shareholders.

‐ Basic/ fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience.

‐ In addition to the basic/ fixed salary, the company provides employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible. The company also provides all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re‐imbursements or insurance cover and accidental death and dismemberment through personal accident insurance.

‐ The company provides retirement benefits as applicable. ‐ In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided

above, the company provides MD/ EDs such remuneration by way of commission, calculated with reference to the net profits of the company in a particular financial year, as may be determined by the Board, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the MD/ EDs would be based on performance as evaluated by the Board or the NRC and approved by the Board.

‐ In addition to the basic/ fixed salary, benefits, perquisites and allowances as provided above, the company provides MD/ EDs such remuneration by way of an annual incentive remuneration/ performance linked bonus subject to the achievement of certain performance criteria and such other parameters as may be considered appropriate from time to time by the Board. An indicative list of factors that may be considered for determination of the extent of this component are: oCompany performance on certain defined qualitative and quantitative parameters as may be decided by the Board from time to time,

Industry benchmarks of remuneration, Performance of the individual.

‐ The company provides the rest of the employees a performance linked bonus. The performance linked bonus would be driven by the outcome of the performance appraisal process and the performance of the Company.

As per the provisions of Section 197 of the Companies Act, 2013 and rules made there under, the sitting fees to be paid to each Director for attending each meeting of the Board or a Committee thereof shall not exceed Rupees One Lakh. Subject to their eligibility to

receive sitting fees as per applicable internal policies of nominating entities and the direction of any director to waive off any part of his sitting fees, with effect from November 3, 2014, a sitting fee of Rupees One lakh for attendance at each meeting of the Board; Rupees Fifty Thousand for attendance each meeting of the Audit Committee; Rupees Thirty Thousand for attendance at other Committee meetings of the Board is payable to non‐executive directors of the Company.

3. Remuneration payable to Director for services rendered in other capacity

The remuneration payable to the Directors shall be inclusive of any remuneration payable for services rendered by such director in any other capacity unless: a) The services rendered are of a professional nature; and b) The NRC is of the opinion that the director possesses requisite qualification for the practice of the profession.

Policy implementation

The NRC is responsible for recommending the remuneration policy to the Board. The Board is responsible for approving and overseeing implementation of the remuneration policy.

ANNEXURE –2

REMUNERATION DETAILS

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

The Company has not paid any remuneration to non‐executive directors except sitting fees for attendance at the meeting of the Board and the Committee thereof within the limits permissible under the provisions of the Act. The details of sitting fees paid to non‐executive Directors are enclosed at point 13 hereunder. The Company has paid remuneration to the Managing Director for his tenure commencing from June 25, 2015. The Median Remuneration of Employees of the Company (MRE) for the FY 2014‐15 is Rs.0.01 Crore. The Ratio of Manager / MD’s remuneration to median remuneration is 214 : 1

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief

Executive Officer, Company Secretary or Manager, if any, in the financial year: Percentage increase in remuneration of Manager / MD was 33 % and of CFO & CS was 43%. The above percentages may not be comparable given certain performance related compensations during the year 2014‐15.

3. The percentage increase in the median remuneration of employees: (excluding MD) in the financial year: 12%

4. The number of permanent employees on the rolls of company: 1806 as on March 31, 2015.

5. The explanation on the relationship between average increase in remuneration and company performance: The Company has transferred with effect from 1st April, 2014 certain store assets and related agreements with respect to four Star Bazaar Stores located in Gujarat & Tamil Nadu states. Consequently, the figures for the year ended March 31, 2015 are not comparable with figures for corresponding period of last year. The revenue growth during fiscal 2015 over fiscal 2014 was ‐0.66% and net loss (PBT) reduced by 6.36%. The aggregate remuneration of employees, excluding Manager /MD grew by 13% over the previous fiscal. The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual’s performance in the case of managerial position.

6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: The Company has transferred with effect from 1st April, 2014 certain store assets and related agreements with respect to four Star Bazaar Stores located in Gujarat & Tamilnadu states. Consequently, the figures for the year ended March 31, 2015 are not comparable with figures for corresponding period of last year. The revenue growth during fiscal 2015 over fiscal 2014 was ‐0.66% and net loss (PBT) reduced by 6.36%. The market reception for the Company’s stores has been encouraging and the same is evident from improvements in revenues and gross margins over the years. In the last couple of years the management has focused on developing a sustainable business model. Cost rationalisation initiatives have led to improvement in net margins of the Company. Also many of the Company’s stores have started showing profits at trading level. The business model also envisages a multi‐format strategy focused in the states of Maharashtra and Karnataka with the aim of creating local scale and being closer to customers. The trading performances of the new stores are broadly in line with expectations thereby providing support to the effectiveness of the strategy being adopted. The Company is also seeing encouraging results from the focus areas around Fresh and Own label offerings. The success of the multi‐format business model and various strategic initiatives has spurred the Company for a major expansion in the coming years. The managerial remuneration, therefore, is in line considering the business strategy and the multi‐format expansion plan of the company and is also in line with the remuneration policy of the company. The aggregate increase in salary for Manager / MD & KMP was 36% in fiscal 2015 over fiscal 2014. The above percentages may not be comparable given certain performance related compensations during the year 2014‐15.

7. Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies: Not applicable, as the Company’s equity shares are not listed.

8. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 13%. Increase in the Managerial Remuneration for the year was 33%.

9. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company: covered in point 2 & 6.

10. The key parameters for any variable component of remuneration availed by the

directors: Incentive remuneration payable to Managing is payable subject to the discretion of the Board and/or Nomination and Remuneration Committee and based on certain performance criteria linked to the performance of the Company. An indicative list of consideration for determination of the extent of this component is as below:

‐ Company performance on certain defined quantitative and qualitative parameters as may be determined by the Board from time to time;

‐ Industry benchmarks of remuneration; ‐ Performance of the Individual.

11. The ratio of the remuneration of the highest paid director to that of the employees who

are not directors but receive remuneration in excess of the highest paid director during the year: N.A.

12. Affirmation that the remuneration is as per the remuneration policy of the company: The Company confirms having paid remuneration to its Directors, KMP and other employees in compliance with the applicable Remuneration Policy of the Company.

13. DETAILS OF DIRECTORS REMUNERATION (i) all elements of remuneration package such as salary, benefits, bonuses, stock options,

pension, etc., of all the directors; a. Sitting Fees paid to non‐executive Directors during FY 2014‐15:

Sr. No.

Name of Director Designation Total Sitting fees paid (Rs.)

1. Mr. N.N. Tata Chairman 601,1262. Mr. A.D. Cooper Independent

Director 1,213,488

3. Mr. P.Venkatesalu Nominee Director ‐4. Mr. Trevor Masters

(03.06.2014 onwards) Nominee Director ‐

5. Mr. Kevin Grace (03.06.2014 – 23.03.2015)

Nominee Director ‐

6. Mr. Matthew Edmonds (03.06.2014 onwards)

Nominee Director ‐

7. Mr. D. Sundaram (27.03.2015 onwards)

Independent Director

‐

8. Ms. Reshmi Khurana Laroia(27.03.2015 onwards)

Independent Director

‐

Note:‐Sitting fees for all Nominee Directors, except Mr. N.N. Tata are not payable as per terms of nominating entities.

b. Manager / Managing Director: Mr. Jamshed Daboo was Manager for the period April 1, 2014 to June 24, 2014. He was appointed as Managing Director for a period of 3 years from June 25, 2014 onwards. Remuneration paid to him during FY 2014‐15: Salary: Rs. 2.62 Benefits, perquisites and allowances: Rs.0.04 crore

(i) service contracts, notice period, severance fees; Services of the managing director may be terminated by either party, giving the other party three months’ notice or the Company paying three months’ salary in lieu thereof. There is no separate provision for payment of severance fees.

(iv) stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable. ; Not applicable

ANNEXURE –3

Salient features of the Financial Statement of the Subsidiary Company FORM AOC ‐1

(Pursuant to first proviso to sub section (3) of section 129 read with rule 5 of the Companies (Accounts) Rules, 2014)

(1) (2) (3) 1) Name of Subsidiary

Company : Tesco Hindustan

Wholesaling Private Limited

Commonwealth Developers

Limited (100% Subsidiary of Virtuous Shopping

Centres Limited )

Virtuous Shopping Centres Limited

2) Reporting Currency : INR 3) Share Capital : Rs. 4,208,166,670 1,090,000 32,820,250

4) Reserves & Surplus : Rs. (2,710,710,578) (64,985,784) 17,867,788

5) Total Assets : Rs. 1,679,702,697 806,293,167 620,301,595

6) Total Liabilities : Rs. 1,679,702,697 806,293,167 620,301,595

7) Investments : Rs. ‐ ‐ ‐8) Turnover : Rs. 4,188,016,118 ‐ ‐

9) Profit Before Tax : Rs. 45,974,852 (73,888,731) (1,126,382)

10) Provision for Taxation

: Rs. ‐ 12,468

11) Profit After Tax : Rs. 45,974,852 (73,888,731) (1,138,850)

12) Proposed Dividend : Rs. ‐ ‐ ‐

13) Percentage of Holding

100 100 100

14) Country : INDIA

For & on behalf of the Board of Directors

Noel N. Tata Chairman

Jamshed Daboo Trevor Masters Managing Director Director

Sanjay Gupta A. D. Cooper Company Secretary & CFO Director


ANNEXURE –4

MGT‐9 – EXTRACT OF ANNUAL RETURN Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: ‐ U51900MH2008PLC184184

ii) Registration Date: ‐ 01/07/2008

iii) Name of the Company: ‐ Trent Hypermarket Limited

iv) Category / Sub‐Category of the Company

a. Category: ‐ Public Company

b. Sub Category: ‐ Limited by Shares

v) Address of the Registered office and contact details: ‐

Registered Office Address: ‐ Taj Building, 210, 2nd Floor, Dr. D. N Road, Fort, Mumbai – 400 001.

Tel.: ‐ (91 22) 2207 1464 Fax:‐ (91 22) 2207 0216 Email: ‐ sanjay.gupta@trenthyper‐tata.com Website:‐ www.starbazaarindia.com

vi) Whether listed company Yes / No: ‐ No vii) Name, Address and Contact details of Registrar and Transfer

Agent, if any: ‐ No

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:‐

SI. No.

Name andDescription main product/ services

NIC Code of the Product/ service % to total turnover of the company

1 Retailing 471, 4711, 47110, 4719, 47190, 47211, 47212,47213, 47214, 47215, 47219, 4722, 47221, 47222, 47411, 47412, 47413, 47414, 47510, 47521, 47522, 47523, 47531, 47532, 47591, 47592, 47593, 47594, 47595, 47599, 47611, 47612, 47613, 47630, 47640, 47711, 47712, 47713, 47714, 47721, 47722, 47731, 47732, 47733, 47734, 47735, 47736, 47737, 47810, 47820, 47890

100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. NO

Name and Address of the Company

CIN/GLN Holding/ Subsidiary / Associate

% of shares held

Applicable Section

1. Virtuous Shopping Centres Limited Address : Taj Building, 210,2nd Floor, D N Road, Fort,Mumbai ‐01

U70102MH2010PLC202740 Subsidiary Company

100 % 2(87) (ii)

2. Common Wealth Developers Limited Address: Taj Building, 210, 2nd Floor, Dr. D N Road, Fort, Mumbai‐ 400 001.

U45200MH2006PLC161913 Subsidiary Company

100 % 2(87) (ii)

3. Tesco Hindustan Wholesaling Private Limited Address: The Residency, 7th Floor, 133/1, Residency Road, Bangalore – 560025.

U51909KA2008PTC047086 Subsidiary 100 % 2(87) (ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category‐wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year 01.04.2014

No. of Shares held at the end of the year 31.03.2015

% Change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

Promoters Indian Individuals / Hindu Undivided Family

‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Central Government ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ State Governments (s)

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Bodies Corporate

5,10,49,994 2,23,70,796 7,34,20,790 100 510,46,723 22,37,0,796 7,34,17,519 50 ‐50

Financial Institutions / Banks

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Any other (specify) ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Sub‐Total (A) (1)

5,10,49,994 2,23,70,796 7,34,20,790 100 510,46,723 22,37,0,796 7,34,17,519 50 ‐50

Foreign Non‐Resident Individuals ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Other Individuals ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Bodies Corporate ‐

‐ ‐ 0 7,34,17,519 ‐ 7,34,17,519 50 50

Banks / FI ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Any Other (specify) ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Sub‐Total (A) (2) ‐

‐ ‐ ‐ 7,34,17,519 ‐ 7,34,17,519 50 50

Total Shareholding of Promoter (A) = (A)(1)+(A)(2)

5,10,49,994 2,23,70,796 7,34,20,790

‐ 12,44,64,24222,37,0,796 14,68,35,038 100 ‐

Public Shareholding

Institutions ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Mutual Funds ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Financial Institutions / ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Banks

Cental Government ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ State Governments (s)

‐ ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐

Venture Capital Funds ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Insurance Companies ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Foreign Institutional Investors

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Foreign Venture Capital Funds

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Any Other (Specify) ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Sub‐Total (B) (1) ‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Non‐Institutions

Bodies Corporate

i) Indian ‐ ‐ ‐‐

‐ ‐ ‐ ‐ ‐

ii) Overseas ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Individuals ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Individual Shareholders holding nominal Share Capital upto Rs.1 Lakh

‐ ‐ ‐ ‐ ‐

‐ ‐ ‐ ‐

Individual Shareholders holding nominal Share Capital in excess of Rs.1 Lakh

‐ ‐

‐ ‐ ‐

‐

‐ ‐ ‐

Any Other (Specify) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Directors & their relatives ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Sub‐total (B) (2)

‐

Total Public Shareholding (B) = (B)(1)+(B)(2)

‐ ‐

TOTAL (A)+(B) ‐ ‐

Shares held by Custodians Custodian for GDRs & ADRs

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

GRAND TOTAL (A)+(B)+(C)

5,10,49,994 2,23,70,796 7,34,20,790 ‐ 12,44,64,242 22,37,0,796 14,68,35,038 100 ‐

(ii) Shareholding of Promoters

Sr. No.

Shareholder's Name

Shareholding at the beginning of the year 01.04.2014

Shareholding at the end of the year 31.03.2015

% change in share holding during the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares % of total Shares of the company

%of Shares Pledged / encumbered to total shares

1. Trent Limited 7,34,20,790 100 ‐ 7,34,17,519 50 ‐ ‐50

2. Tesco Overseas Investments Limited

‐ ‐ ‐ 7,34,17,519 50 ‐ 50

Total ‐ ‐ ‐ 14,68,35,038 100 ‐ ‐

(ii) Change in Promoter’s Shareholding

Sr. No.

Shareholder's Name Shareholding at the beginning of the year 01.04.2014

Cumulative Shareholding during the year

No. of Shares % of total Shares of the Company

No. of Shares % of total Shares of the Company

1. Trent Limited 7,34,20,790 100

June 3, 2014:‐ 1,10,13,215 Equity Shares transferred

6,24,07,575 50

January 20, 2015:‐ 1,10,09,944 Equity Shares allotted on Rights basis

7,34,17,519 50

2. Tesco Overseas Investments Limited ‐ ‐

June 3, 2014: 1,10,13,215 Equity Shares purchased

June 3, 2014:‐ 5,13,94,360 Equity Shares allotted on preferential allotment basis

6,24,07,575 50

January 20, 2015:‐ 1,10,09,944 Equity Shares allotted on Rights basis

7,34,17,519 50

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Nil

(v) Shareholding of Directors and Key Managerial Personnel: ‐ Nil

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment (Rs. In Crore)

Secured Loans

excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i. Principal Amount 25.00 172.50 ‐ 197.50ii. Interest due but not paid ‐ 1.46 ‐ 1.46iii. Interest accrued but not due

‐ 4.57 ‐ 4.57

Total (i+ii+iii) 25.00 178.53 ‐ 203.53Change in Indebtedness during the financial year

Addition ‐ 10.00 ‐ 10.00Reduction ‐ 107.50 ‐ 107.50 Net Change ‐ 97.50 ‐ 97.50Indebtedness at the end of the financial year

i. Principal Amount 25.00 75.00 ‐ 100.00ii. Interest due but not paid ‐ ‐ ‐ ‐iii. Interest accrued but not due

‐ 4.57 ‐ 4.57

Total (i+ii+iii) 25.00 79.57 ‐ 104.57

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole‐time Directors and/or Manager: (Rs. Crore)

SI. no.

Particulars of Remuneration Mr. Jamshed DabooMD/ Manager

1. Gross salary (a) Salary as per provisions contained in section 17(1) of

the Income‐tax Act, 1961 (b) Value of perquisites u/s 17(2) Income‐tax Act,1961 (c) Profits in lieu of salary under section 17(3) Income‐

tax Act, 1961

2.62

0.04

‐

2. Stock Option ‐

3. Sweat Equity ‐

4. Commission ‐as % of Profit ‐

5. Others, please specify ‐

Total (A) 2.66

Ceiling as per the Act Pursuant to point (b) of Section III of Part II of Schedule V of the Act

Refer note below

Note – 1. As approved by the shareholders, the Company has applied to the Central

Government as per the provisions of Section 197 of the Act read with Schedule V with respect to the remuneration of MD and / or Manager.

2. Performance linked incentive for the tenure as Manager for the year 2013‐14, was covered under previous central government approval for that year.

B. Remuneration to other directors: (Amount Rs.)

Sr. No.

Particulars of Remuneration Fee for attending board/ committee

Commission Others please specify

Total amount

1. Independent Directors Mr. A.D. Cooper 1,213,488 ‐ ‐ 1,213,488 Mr. D. Sundaram

(27.03.2015 onwards) ‐ ‐ ‐ ‐

Ms. Reshmi Khurana Laroia (27.03.2015 onwards)

‐ ‐ ‐ ‐

Total (1) 1,213,488 ‐ ‐ 1,213,4882. Other Non‐executive Directors Mr. N.N. Tata 601,126 ‐ ‐ 601,126 Mr. P.Venkatesalu ‐ ‐ ‐ Mr. Trevor Masters

(03.06.2014 onwards) ‐ ‐ ‐

Mr. Kevin Grace (03.06.2014 – 23.03.2015)

‐ ‐ ‐

Mr. Matthew Edmonds (03.06.2014 onwards)

‐ ‐ ‐

Total (2) 601,126 ‐ ‐ 601,126 Total (B) = (1) + (2) 1,814,614 ‐ ‐ 1,814,614 Total Managerial

Remuneration ‐ ‐ ‐ ‐

Ceiling as per Act ‐ ‐ ‐ ‐

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD : (Rs. Crore)

SI. no. Particulars of Remuneration Company Secretary and Chief Financial Officer

Mr. Sanjay Gupta

1.

Gross salary (a) Salary as per provisions contained in section 17(1)

of the Income‐tax Act, 1961 (b) Value of perquisites u/s 17(2) Income‐tax Act,1961 (c) Profits in lieu of salary under section 17(3) Income‐

tax Act, 1961

1.45

‐ ‐

2. Stock Option ‐ 3. Sweat Equity ‐ 4. Commission ‐as % of Profit ‐ 5. Others, please specify ‐ Total (A) 1.45 Ceiling as per the Act N.A.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences during the year ended March 31, 2015.

For and on behalf of the Board of Directors

N. N. TATA CHAIRMAN


DISCLOSURE UNDER SECRETARIAL STANDARD‐1

Number of Meetings of Board and Committees and attendance thereat (For the year ended March 31, 2015)

Board Meetings

Audit Committee Meetings

Nomination & Remuneration Committee Meetings

Property Committee Meetings

Investments & Borrowings Committee Meetings

No. of meetings held during the year Name of Director

10

6

5

6

3

Noel Naval Tata 09 02* 05 06 N.A Aspy Dady Cooper 10 06 05 06 N.A P. Venkatesalu 10 06 06 03 Matthew Peter Edmonds (w.e.f. 03.06.2014)

07 04 N.A N.A 03

Jamshed Soli Daboo (w.e.f 24.06.2014)

05 N.A N.A N.A N.A

Trevor John Masters (w.e.f. 03.06.2014)

05 N.A 05 N.A N.A

Kevin Paul Grace (w.e. f. 03.06.2014)

‐ N.A N.A N.A N.A

Reshmi Khurana Laroia (w.e.f. 27.03. 2015)

‐ ‐

‐ N.A N.A

D. Sundaram (w.e.f. 27.03. 2015)

‐ N.A N.A N.A N.A

Hugh Garavelli (w.e.f.22.05.2015)

‐ N.A N.A N.A N.A

* Member till June 24, 2015

1

As at 31st March 2014

Rs in Crores Rs in Crores Rs in CroresI. EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share Capital 1 146.84 222.71 (b) Reserves and Surplus 2 660.71 (174.69)

807.55 48.02 2 Non-current liabilities

(a) Long Term Borrowings 3 75.00 186.75 (b) Other Long Term Liabilities 4 0.10 0.08 (c) Long Term Provisions 5 24.25 25.29 (d) Deferrred Tax Liability 11 8.40 -

107.75 212.12 3 Current liabilities

(a) Trade Payables 6 122.72 113.52 (b) Other Current Liabilities 7 59.05 40.80 (c) Short Term Provisions 8 3.80 1.46

185.57 155.78

TOTAL 1,100.87 415.92

II. ASSETS

1 Non-Current Assets(a) Fixed Assets 9(i) Tangible Assets 155.53 166.86 (ii) Intangible Assets 0.82 1.49 (iii) Capital Work-in-Progress 8.06 16.74 (iv) Intangible Assets Under Development - 0.08 (b) Non-Current Investments 10 694.85 41.92 (c) Deferred Tax Assets (net) 11 - 14.68 (d) Long Term Loans and Advances 12 71.08 39.17 (e) Other Non- Current Assets 13 0.35 0.75

930.69 281.69 2 Current Assets

(a) Current Investment 14 54.69 - (b) Inventories 15 72.23 59.02 (c) Trade Receivables 16 12.16 6.28 (d) Cash and Cash Equivalents 17 6.22 12.71 (e) Short term Loans and Advances 18 23.88 50.71 (f) Other Current Assets 19 1.00 5.51

170.18 134.23

TOTAL 1,100.87 415.92 Significant Accounting Policies and Notes to Accounts 1-27

As per our report attached

For N.M.RAIJI & CO., Jamshed DabooChartered Accountants Managing DirectorRegistration No 108296W

CA. Y.N.Thakkar Sanjay Gupta Partner Company Secretary & Chief Financial OfficerMembership No 33329 Mumbai, May 22, 2015MumbaiDate:- 22.05.2015

As at 31st March 2015 Note No.

TRENT HYPERMARKET LIMITEDBalance Sheet as at 31st March 2015

ParticularsSr. No.

N.N Tata - Chairman

For and on behalf of the Board,

Trevor J Masters - Director

A. D. Cooper - Director

TRENT HYPERMARKET LIMITED 2 Statement of Profit & Loss for the period ended 31st March 2015

For the Year Ended 31st March

2015


2014 Rs in Crores Rs in Crores

I Revenue from Operations 20 747.76 789.61 II Other Income 21 42.38 5.74

III Total Revenue (I+II) 790.14 795.35

IV Expenses:Cost of Raw Materials Consumed 15.13 18.02 Purchases of Stock-in-Trade 611.58 603.08 Changes in inventories of finished goods & stock in trade [(Accretion)/Decretion]

(14.50) 8.47

Employee Benefits Expenses 22 60.32 59.12 Finance Cost 23 10.29 7.97 Depreciation & Amortisation Expenses 9 18.50 13.37 Other Expenses 24 151.00 149.08

Total Expenses (IV) 852.32 859.11

V Profit/(Loss) before exceptional and extraordinary items and Tax (III-IV)

(62.18) (63.76)

VI Exceptional items- Income/ ( Expenses) 25 (3.18) (6.03) VII Profit/(Loss) before extraordinary items and tax (V - VI) (65.36) (69.79)

VIII Extraordinary Items - -

IX Profit/(Loss) before tax (VII- VIII) (65.36) (69.79)

X Tax expense:Current Tax - - Deferred Tax 23.57 (0.49)

Total Tax Expenses 23.57 (0.49)

XI Profit /(Loss) for the period (IX-X) (88.93) (69.30)

XII Earnings per Equity share:(1) Basic & Diluted in Rs 27.17 (7.41) (9.44)

As per our report attached For and on behalf of the Board,

For N.M.RAIJI & CO., Jamshed Daboo N.N Tata - ChairmanChartered Accountants Managing DirectorRegistration No 108296W

CA. Y.N. Thakkar Sanjay Gupta Partner Company Secretary & Chief Financial Officer A. D. Cooper - DirectorMembership No 33329 Mumbai, May 22, 2015MumbaiDate:- 22.05.2015


Particulars Refer Note No.

Sr No

TRENT HYPERMARKET LIMITED 3 Notes forming part of the Balance Sheet

Note 1 Share Capital

Number Rs in Crores Number Rs in Crores

(a) AUTHORISED

Equity Shares of Rs 10 each at par 275,000,000 275.00 125,000,000 125.00

Preference Shares of Rs 10 each at par - - 150,000,000 150.00

(b) ISSUED, SUBSCRIBED AND PAID UP :

Equity Shares of Rs 10 each fully paid 146,835,038 146.84 73,420,790 73.42

10 % p.a. Non Cumulative Optionally Convertible Pref. Shares of Rs 10 each fully paid - - 149,288,927 149.29

Total 146,835,038 146.84 222,709,717 222.71

(c) Rights, Preferences and restrictions attached to Equity shares

(d)

(e)

(f)Reconciliation of Share Capital

Particulars Numbers Rs in Crore Numbers Rs in CroreEquity sharesNumber of shares at the beginning 73,420,790 73.42 73,420,790 73.42

Add: Shares issued during the year 73,414,248 73.41 - -

Number of shares at the end of period 146,835,038 146.84 73,420,790 73.42

Prefereance Shares

Non Cumulative Optionally Convertible Preference SharesNumber of shares at the beginning 149,288,927 149.29 149,288,927 149.29

Add: Issued during the year - - -

Less: Redeemed during the year 149,288,927 149.29 - -

Number of shares at the end of period - 0.00 149,288,927 149.29

(g)The details of shareholders holding more than 5 % shares is as under:

Particulars No.of shares % to total shares No.of shares % to total shares

(i) Trent LimitedEquity Shares of `Rs 10 each fully paid 73,417,519 50% 73,420,790 100%10 % p.a. Non Cumulative Optionally Convertible Preference Shares of Rs 10 each - - 149,288,927 100%

(ii) Tesco Overseas Investment LimitedEquity Shares of `Rs 10 each fully paid 73,417,519 50% - -

Each holder of Equity Shares is entitled to one vote per share.The shareholders have the right to receive interim dividends declared by the Board of Directors and final dividends proposedby the Board of Directors and approved by the shareholders. In the event of liquidation of the Company,the holders of Equity shares will be entitled to receive any of the remaining assetsof the company,after distribution of Preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholders.The equity shareholders have allother rights as available to the equity shareholders as per the provisions of The Companies Act 2013 read together with the Memorandum of Association and Articles of Association ofthe company as applicable


The Preference Shares did not carry any voting rights except as provided for under provision of section 47 of The Companies Act, 2013 as amended or replaced from time to time. ThePreference Shares would have in case of winding up be entitled to rank, as regards repayment of capital and arrears of dividend , whether declared or not, up to commencement ofwinding up, in priority to equity shares but would not be entitled to any further participation in profits or assets

During the current year, the Preference shares have been redeemed at par from the proceeds of fresh issue of equity shares

As per the records of the Company, including its Register of Shareholders/ Members and other declaration received from Shareholders regarding Beneficial interest, the aboveshareholding represents both legal and beneficial ownership of shares.





As at 31st March 2014 Particulars

The Preference Shares carried a fixed preference dividend at the rate of 10% P.a on the capital for the time being paid up there on respectively on non cumulative basis.The PreferenceShares ranked for dividend in priority to equity shares for the time being of the company.

Rights, Preferences and restrictions attached to Preference Shares

The Authorised Share capital of the company be and is hereby reclassified from Rs 275,00,00,000 (Rupees Two hundred seventy five crore only) divided into 12,50,00,000(Twelve CroreFifty Lacs) Equity shares of rs 10 eachand 15,00,00,000 (Fifteen Crore0 Preference shares of Rs. 10 each to Rs. 275,00,00,000 (Rupees Two hundred seventy five crore only) divided into27,50,00,000(Twent seven crore Fifty lacs) Equity shares of Rs 10 each vide Board Resolution dated 30th Dec 2014


Note 2 Reserves and Surplus


Rs in Crores Rs in Crores Rs in Crores

Securities Premium AccountBalance as per Last account 3.95 3.95 Add :- Issue of Equity Shares at premium (Refer Note (a) below) 926.49 - Less:- Equity Share Issue Expenses adjusted (Refer Note (a) below) (1.14) -

929.30 3.95

Surplus / (Deficit) in Statement of Profit & Loss Balance as per last financial statement (178.64) (109.34) Add:- Loss for the period (88.93) (69.30) Add:- Excess WDV as per Sch. II of The Companies Act, 2013 adjusted - Netof deferred tax (Refer Note (b) below) (1.02) -

(268.59) (178.64)

Total 660.71 (174.69)

(a)

(b)

During the year 2014-15, the company has alloted 73,41,4248 equity shares of Rs 10/- each at a premium of Rs 126.20. Expenses incurredfor issue of these shares are adjusted against Securities Premium Account in accordance with Section 52(2)(c) of The Companies Act, 2013.

Refer Note no 27.24 on Page no 33.



Note 3 Long Term Borrowings



Rs in Crores Rs in Crores

(a) Bonds / Debentures

(i) Secured Debentures0% Non convertible debentures (Refer note (a) below) 25.00 25.00

(ii) Unsecured Debentures7.75% Non convertible debentures (Refer note (b) below) 50.00 75.00

Loan From Trent Limited - 86.75

75.00 186.75

(a)

(b)

(c)

Particulars

During the year ended 31st March 2013, the Company has issued 750 Unsecured Listed Redeemable Non ConvertibleDebentures of Rs 10 lakhs each on private placement basis. These Debentures carry an interest rate of 7.75% p.a. &would be redeemed on completion of 5 years from the date of allotment and are redeemable in three installment at apremium of Rs 25,240/- per debenture per installment at the end of 42nd 51st and 60th month from the date ofallotment. Premium on the debentures has been fully provided in the year of issue and debited to the SecuritiesPremium Account. The debentures are secured in the form of Corporate Guarantee given by Trent Limited in favor ofDebenture Trustees guaranteeing the timely payment of coupon, redemption premium and principal amount and anyother fees and expenses payable by the issuer.In view of the accumulated losses as at 31st March 2015 and losses incurred for the year ended 31st March, 2015, noamount has been transferred to Debenture Redemption Reserve Account.

Total

(b) Loans & advances from related parties

In March 2012, the Company has issued 250 Secured Redeemable Unlisted Non Convertible Debentures of Rs 10 lakhseach on private placement basis. These Debentures do not carry any interest & would be redeemed on completion of 5years from the date of allotment i.e. 12th March, 2012 and are redeemable at a premium of Rs 685000/- per debentureon the due date. The premium on the debentures has been fully provided and is debited to the Securities PremiumAccount. However the holders of the debentures have the option to redeem the debentures 10 days prior to theredemption date (early repayment date) at a premium of Rs 680000/- per debenture. The debentures are secured in theform of Corporate Guarantee given by Trent Limited on 11th May 2012 in favour of Debenture Trustee guaranteeingthe repayment of the debentures along with the accrued redemption premium. The debentures are also secured by wayof charge on an immovable property of the company.


Note 4 Other Long Term Liabilities




Security Deposits Received 0.10 0.08 Creditors for capital expenditure - Retention Money (Full figure for current year & previous year Rs. 6,293/-) - -

Total 0.10 0.08

Particulars


Note 5 Long Term Provisions




Provision for Leave Encashment 3.34 2.50

Other Provision20.91 22.79

24.25 25.29 Total

Particulars

Provision for Employee benefits

Premium on Redemption of Debentures


Note 6 Trade payables




122.72 113.52

122.72 113.52

Particulars

Trade Payables ( Refer Note 27.05 on Page 29)

Total


Note 7 Other Current Liabilities




Income Received in advance (a) Pre received Income - 0.01

Interest payable on borrowings

(a) Interest accrued but not due on debentures 4.57 4.57 (b) Interest on Unsecured Loan payable to Trent Limited - 1.46

(a) Loan from Trent Limited (carrying interest @ 10.25%) - 10.75 (b) 7.75% Non Convertible Debenture 25.00

Other Payables

(a) Security Deposits 1.04 1.42 (b) Withholding tax & other Statutory payments 4.86 5.85 (c) Employee Related Liability 14.57 10.80 (d) Creditors for Capital Expenditure 6.11 2.05 (e) Other Liabilities 2.90 3.89

59.05 40.80

Particulars

Total

Current maturities of long term borrowings


Note 8 Short Term Provisions




Provision for Employee Benefits (a) Provision for Gratuity 1.12 0.86 (b) Leave Encashment 0.79 0.60 Other Provision

Premium on Redemption of Debenture 1.89 -

3.80 1.46 Total

Particulars

TRENT HYPER MARKET LIMITED 11 Note forming part of the Balance Sheet

Note 9 FIXED ASSETS

NET BLOCKAs at Additions/ Deductions/ As at As at On Deductions/ For the Transfer to As at As at

01.04.2014 Adjustments Adjustments 31.03.2015 01.04.2014 Adjustments Period Retained Earnings 31.03.2015 31.03.2015

(Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores)

Tangible Assets

Land Leasehold 0.21 - - 0.21 0.01 - - - 0.01 - 0.20 (0.21) - - (0.21) (0.01) - - - (0.01) - (0.20)

Buildings Own 45.23 - - 45.23 2.87 - 0.74 - 3.61 - 41.62 (45.23) - - (45.23) (2.13) - (0.74) - (2.87) - (42.37)

Building Leasehold 35.10 14.65 6.43 43.32 8.37 1.12 1.94 - 9.19 0.09 34.04 (33.53) (5.89) (4.32) (35.10) (6.73) (0.63) (2.28) - (8.37) - (26.71)

Plant and Equipment 71.43 9.93 12.63 68.73 14.89 2.60 6.26 - 18.55 1.97 48.21 (67.15) (5.96) (1.68) (71.43) (11.04) (0.24) (4.09) - (14.89) - (56.56)

Furniture and Fixture 43.88 8.06 10.06 41.88 13.25 3.10 4.75 - 14.90 0.75 26.23 (39.12) (5.42) (0.66) (43.88) (10.57) (0.34) (3.02) - (13.25) - (30.62)

Vehicles 0.11 - 0.11 - 0.03 0.04 0.01 - - - - (0.11) - - (0.11) (0.02) - (0.01) - (0.03) - (0.08)

Office Equipment 1.79 0.06 0.42 1.43 0.37 0.08 0.51 0.08 0.88 0.09 0.46 (1.64) (0.22) (0.07) (1.79) (0.29) (0.01) (0.09) - (0.37) - (1.43)

Computer 17.05 1.93 2.28 16.70 8.16 1.11 3.49 1.39 11.93 - 4.77 (14.20) (3.06) (0.21) (17.05) (5.72) (0.10) (2.54) - (8.16) - (8.89)

214.80 34.63 31.93 217.50 47.95 8.05 17.71 1.47 59.07 2.90 155.53 (201.19) (20.55) (6.94) (214.81) (36.51) (1.32) (12.77) - (47.95) - (166.86)

Intangible Assets

Goodwill 0.05 - - 0.05 0.05 - - - 0.05 - - (0.05) - - (0.05) (0.05) - - - (0.05) - -

Computer Software 3.95 0.20 0.08 4.07 2.47 0.05 0.79 0.04 3.25 - 0.82 (3.71) (0.26) (0.02) (3.95) (1.86) (0.01) (0.62) - (2.47) - (1.49)

4.00 0.20 0.08 4.12 2.52 0.05 0.79 0.04 3.30 - 0.82 (3.76) (0.26) (0.02) (4.00) (1.91) (0.01) (0.62) - (2.52) - (1.49)

218.80 34.83 32.01 221.62 50.47 8.10 18.50 1.51 62.37 2.90 156.35 (204.95) (20.81) (6.96) (218.81) (38.42) (1.33) (13.39) - (50.47) - (168.36)

Capital Work-in-Progress (Ref. Note (a) below) 8.06 (16.74)

Intangible assets under development - (0.08)

164.41 Total (185.17)

Notesa) Borrowing Cost capitalised during the year is Rs.0.79 Crores (Previous year Rs. 0.55 Crores) including Rs.NIL included in CWIP (Previous year Rs. 0.27 Crores)b) Figures in bracket are in respect of previous year

c) Refer note (b) on page no 4.

GROSS BLOCK (AT COST) DEPRECIATION

Impairment Loss

Total Tangible Assets

Total Intangible Assets

Total

ASSETS

TRENT HYPERMARKET LIMITED 12Notes forming part of the Balance Sheet

Note 10 Non Current Investments

Proportion of holding(%) Numbers Rs in Crores Numbers Rs in Crores

Trade Investments- Long Term

Investment in subsidiaryEquity Shares of Rs 10 each fully paidVirtuous Shopping Centres Limited 100.00% 3,282,025 6.30 2,187,796 3.95

Tesco Hindustan Wholesale Private Limited 100.00% 420,816,660 143.16 - -

Others Trent Retail Services Limited 19.90% 995 - 995 - Equity Shares of Rs. 100 each fully paid(Full figure for current and previous year Rs. 19,900/-)

b) Investment in Debentures

Investment in subsidiary (unquoted & fully paid) Virtuous Shopping Centres Limited 10% Optionally Convertible Debentures (OCD) (Refer notes below) 100.00% 56,955,950 58.22 37,966,840 37.97

c) Investment in Mutual FundsAxis Banking Debt fund Direct Growth 10.66 - IDFC Money Manager Fund Direct Growth 5.33 - IDFC SSIF Short Term Fund Direct Growth 20.90 - IDFC Banking Debt Fund Direct Growth 5.33 - ICICI Prudential Banking Debt fund Direct Growth 10.76 - ICICI Prudential Short Term Direct Growth 62.84 - Tata Short Term Bond Fund Direct Growth 67.99 - Birla Sunlife Treasury Optimizer Fund Direct Growth 34.27 - Birla Sunlife Short Term Fund Direct Growth 33.97 - HDFC Short Term Opportunities Fund Growth 67.79 - Kotak Bond Short Term Direct Plan 26.05 - UTI Short Term Income Fund 33.78 - BSL Income Plus Growth 20.00 HDFC Income Fund Dividend Growth 10.00 HDFC High Interest Fund 10.00 ICICI Prudential Dynamic Fund 5.00 ICICI Prudential Longterm Fund Growth 5.00 IDFC Dynamic Bond Fund 20.00 Kotak Bond scheme Plan A - Direct Growth 12.50 UTI bond fund Direct Growth 15.00 SBI Dynamic Bond Fund 10.00

Total Investment 694.85 41.92

Aggregate of quoted investment - -

Aggregate of non quoted investment 694.85 41.92

Total 694.85 41.92

2) During the year 2014-15, the company has purchased balance 33.34% of equity share capital and debentures of Vituous Shopping Centres Limited from Trent Limited.



1) The Company has the option to convert the OCDs into equity shares at a premium of Rs 10 (i.e. two OCDs are convertible into one equity share) at any time after six monthsfrom the date of issue but before end of maturity period. If the option of conversion is not exercised by the Company, the OCDS will be compulsorily redeemed at a face value ofRs 10 per OCD at the end of maturity period.

a) Investment in Equity instruments (unquoted & fully paid)

Particulars


Note 11 Deferred Tax




(a) Deferred Tax Liability

(i) Depreciation Difference 8.40 9.55

Total Deferred tax liability 8.40 9.55

(b) Deferred Tax Asset

(i) Retirement benefit - 0.95 (ii) Unabsorbed Depreciation (Refer note below) - 22.65 (iii) Others - 0.63

Total Deferred tax Asset - 24.23

Deferred Tax Assets/( Liability) (8.40) 14.68

Note :-In View of continuous losses incurred by Company , as a matter of prudence, the company has written off thedeferred tax assets created in previous year .

Particulars


Note 12 Long Term Loans & Advances



Unsecured, Considered Good

(a) Capital Advances 1.20 3.22 (b) Security Deposits (i) Security deposit given for Premises 42.28 22.78 (ii) Security deposit others 0.66 0.78 (c) Other loans and advances (i) Loans To employees 0.28 0.19 (ii) Prepaid expenses 0.17 0.21 (d) Loan to Related Parties (i) Commonwealth Developers Ltd (Refer Note (i) below) 26.49 11.99

71.08 39.17 Unsecured Considered Doubtful (a) Capital Advances 0.14 0.11 Less :- provision for doubtful capital advances 0.14 0.11

- -

Total 71.08 39.17

Particulars

Note:-(i) The Loan to Commonwealth Developers Ltd carries interest rate of 10% p.a. and is repayable on 31.03.2017.



Note 13 Other Non Current Assets




Unsecured, Considered Good Other Receivable 0.35 0.75

Total 0.35 0.75

Particulars


Note 14 Current Investment




Investment in Units of Mutual Fund (Unquoted & Fully paid)

TATA Liquid Fund 43.15 - Birla sunlife cash plus Institutional Premium Growth 0.57 - HDFC Cash Management Treasury advantage wholesale Growth 0.18 - Tata Floater Fund Growth 10.00 - ICICI Prudential Liquid Regular Plan-Growth 0.67 - Kotak Liquid Scheme 0.12

Total 54.69 -

Aggregate Book Value of Investment Quoted - - Unquoted 54.69 -

Total 54.69 -

Particulars


Note 15 Inventories




(a) Raw Materials 0.90 1.04 (b) Stock in Trade 69.67 55.18 Add:- Stock in Transit 0.02 -

70.59 56.22

(c) Packing Materials 0.80 1.78 (d) Stores & Spares 0.84 1.02

Total 72.23 59.02

Particulars


Note 16 Trade Receivables




Trade receivables outstanding for a period exceeding six months 1.51 2.46

Trade receivables other than above 11.86 4.88

Total Trade receivables 13.37 7.34

Less :- Provision for doubtful receivables 1.21 1.06 Total 12.16 6.28

Considered Good - Unsecured 12.16 6.28 Considered Doubtful -Unsecured 1.21 1.06

13.37 7.34

Particulars


Note 17 Cash & Cash Equivalents




(a) Balance with banks 3.15 6.64

(b) Cash on hand 0.89 3.81

(c) Balance with banks to the extent held as margin money for more than12 months maturity 0.40 0.05

(d) Balance with banks to the extent held as margin money for less than 12months maturity 1.02 0.45

(e) Credit card slips on hand 0.76 1.76

Total 6.22 12.71

Particulars


Note 18 Short term Loans & Advances




Unsecured, Considered Good (a) Security Deposits (i) Security deposit given for Premises ( Ref below note) 12.50 39.36 (ii) Security deposit others 0.09 -

12.59 39.36 (b) Loans and Advances to Staff 0.14 0.37 (c) Advances to creditors 3.42 2.99 (d) Balance with statutory / Government authorities 5.80 5.76 (e) Advance Payment Of Taxes - Net Of Provision 1.03 1.01 (f) Prepaid Expenses 0.65 0.72 (g) Other Receivables 0.25 0.50

23.88 50.71 Unsecured, Considered Doubtful(a) Advances to Creditors 0.73 0.44 less: Provision for Doubtful Advances 0.73 0.44

- - (b) Other Receivables 0.25 - Less:- Provision for doubtful recovery 0.25 -

- -

Total 23.88 50.71

Note :-

Particulars

Security Deposits for premises include deposits given to Commonwealth Developers Ltd of Rs.2.04 Crores (PreviousYear Rs 2.04 Crore).


Note 19 Other Current Assets




Unsecured, Considered good

(i) Interest Receivable 0.05 5.00

(ii) Other Receivable :- (b) From Subsidaries (Full figure for current year in Rs is 22,405) - 0.01 (b) From Others 0.95 0.50

Total 1.00 5.51

Particulars

TRENT HYPERMARKET LIMITED 22 Notes forming part of Statement of Profit and Loss

Note 20 Revenue from Operations


2014


Sale of products ( Gross ) 771.43 813.53 Less :- Vat 48.02 50.98

723.41 762.55 Other operating revenues(a) Display & Sponsorship Income 17.28 21.16

(b) Commission on Sales 0.09 0.11

(c) Discounts & Fees 3.58 2.55

(d) Exchange Fluctuation ( Net ) 0.09 -

(e) Others 2.64 1.75

(f) Rent 0.89 1.80 24.57 27.37

Less : Excise Duty 0.22 0.31

Total 747.76 789.61

ParticularsFor the Year Ended 31st March 2015


Note 21 Other Income


2015


2014

Rs in Crore Rs in Crore

(a) Interest on Loans and Advances (Refer notes below) 8.95 5.55

(b) Interest on Deposits with Bank 0.12 0.17

(c) Profit on sale of Investments 33.31 0.02

Total 42.38 5.74

Note:-Interest on loans and advances includes:-

Particulars

(b) Interest on debenture of Virtuous Shopping Centres Limited for the period is Rs. 5.47 Crores (Previous year is Rs.3.80 Crores)

(a) Interest on loan to Commonwealth Developers Ltd for the period is Rs 1.89 Crore-(Previous year is Rs.1.15Crores)


Note 22 Employee Benefit Expenses


2015


2014

Rs in Crore Rs in Crore

(a) Salaries, Wages, Bonus, etc. 54.50 52.90

(b) Contribution to Provident, Superannuation and Gratuity Funds 3.53 3.80

(c) Staff Welfare Expenses 2.29 2.42

Total 60.32 59.12

Particulars


Note 23 Finance Cost


2015


2014


(a) Interest on loans from Trent Limtied 5.04 2.71

(b) Interest on Unsecured Debentures 5.25 5.26

Total 10.29 7.97

Particulars


Note 24 Other Expenses


2015


2014


Packing Materials Consumed 5.00 5.79 Power and Fuel 21.27 26.36 Repairs to Building 7.57 8.30 Repairs to Machinery 7.88 8.84 Repairs Others 1.39 2.57 Rent 38.15 25.90 Rates and Taxes 4.81 5.47 Insurance 0.56 0.40 Advertisement and Sales Promotion 16.62 16.19 Travelling Expenses 2.07 1.87 Professional and Legal Charges 3.97 3.16 Printing and Stationery 0.72 1.01 Bank Charges 4.39 4.35 Postage, Telegrams and Telephones 1.89 2.42 General Expenses ( Ref Note 27.04 on Page 29) 22.31 21.09 Exchange Fluctuation Expense - 0.20 Retail Business Fees 4.55 10.93 Directors' Fees 0.18 0.06 Loss on Fixed Assets Sold/Discarded (Net) 0.11 1.11 Freight and forwarding charges 6.76 2.66 Advances Written off - 0.07 Provision for doubtful debts and Advances 0.72 0.17 Other receivable written off 0.10 0.10 Bad Debts Written off - 0.06

Total 151.02 149.08

Particulars


Note 25 Exceptional Items: Expenses


2015


2014


Expenses (Refer note below)

Settlement Compensation (Net) - 2.41 Loss on Discarded Assets (Net of Impairment loss) - 2.30 Dismantling Cost ( Refer below Note) 0.20 0.41 Bad debts Written off - 0.10 Deposit/advances Written off - 0.81 Provision for Impairment of Assets ( Refer below note ) 2.89 - Professional fees paid towards Arbitration 0.09 -

Total 3.18 6.03 Note : -

Particulars

During the year 2013-14, the company has closed one of its store & the expenses/losses incurred in connectionwith closure of the store and termination of related agreements (net of impairment provided in year 2012-13)have been treated as exceptional items.Further during the year 2014-15, the Company has provided for the estimated impairment and dismantling cost inrespect of closure of one of its store which have been treated as exceptional item.

TRENT HYPERMARKET LIMITED 28 Notes to financial statement for the year ended 31st March 2015

SIGNIFICANT ACCOUNTING POLICIES

26.1 Basis of preparation of accounts The financial statements are prepared on accrual basis of accounting and in accordance with the Accounting Standards notifiedunder the Companies (Accounts) Rules, 2014 and referred to in Section 133 of the Companies Act, 2013.

26.2 Fixed Assets and Depreciation2.1 Fixed Assets are stated at cost less accumulated depreciation, amortisation and impairment loss if any. Costs comprise of cost of

acquisition and any attributable cost of bringing the asset to condition for its intended use.

2.2 Depreciation on tangible assets is provided on Straight Line Method in accordance with the useful life prescribed in Schedule II tothe Companies Act, 2013.( Refer Note 27.24 on Page 33)

2.3 Improvement to leasehold premises are depreciated over the period of lease remaining as at the date of their capitalisation.Leasehold land is amortized over the period of lease remaining as at the date of their capitalisation.

2.4 Intangible assets are amortised over their useful life not exceeding ten years .

26.3 InventoriesInventories are valued as under :Raw materials and packing materials : at lower of cost or net realisable value.Stock in trade & Finished Products : at lower of cost or net realisable value.

26.4 Income4.1 Sale of goods is recognised on delivery to customers.4.2 Interest income is accounted on accrual basis. 4.3 Other operating revenue are accounted on accrual basis.

26.5 Retirement BenefitsDefined Contribution Plans

5.1 Company’s contributions during the year towards government administered Provident Fund, Family Pension Fund, ESIC andLabour Welfare Fund are charged to the Statement of Profit and Loss as incurred.

5.2 Company's contribution towards Superannuation to the Superannuation Trust administered by the Holding Company arerecognised in the Statement of Profit and Loss as incurred.

5.3 Defined Benefit Plansa) Company’s Contribution towards Gratuity made under the Group Gratuity Scheme with Life Insurance Corporation (LIC) is

determined based on the amount recommended by LIC as per actuarial valuation. b) Provision for non-funded compensated absences (Leave encashment) has been made on the basis of actuarial valuation.

26.6 Foreign Currency TransactionsForeign Currency transactions are accounted at the rates prevailing on the date of transaction. Year end monetary assets andliabilities are translated at the exchange rate ruling on the date of the Balance Sheet. Exchange differences onsettlement/conversion are adjusted to Statement of Profit and Loss.

26.7 Provisions and Contingent LiabilitiesThe Company recognises a provision when there is a present obligation as a result of past event that probably requires an outflowof resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liability is madewhen there is possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Wherethere is a possible obligation or present obligation that the likelihood of outflow of resources is remote, no provision or disclosure

26.8 Taxation8.1 Current Tax comprises of Provision for Income Tax is determined in accordance with the provisions of Income Tax Act, 1961.

8.2 Deferred tax, subject to the consideration of prudence, is recognised on timing differences between the taxable income andaccounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assetsare recognised to the extent that there is reasonable certainty that sufficient future tax income will be available against which suchdeferred tax assets can be realized. In case of unabsorbed depreciation and carry forward tax losses, deferred tax assets arerecognised to the extent that there is virtual certainty that sufficient future tax income will be available against which suchdeferred tax assets can be realized.

26.9 LeasesLease arrangements where the risks and rewards incident to ownership of an asset substantially vest with the lessor are recognisedas operating leases . Lease rents under operating leases are recognised in the Statement Profit and Loss on straight line basis.

26.10 InvestmentsLong Term Investment are stated at cost. Current Investments are stated at lower of cost or fair value. The provision fordiminution is made to recognise a decline, other than temporary in the value of long terms investments.

26.11 Borrowing Cost

Borrowing Cost include interest, fees and other charges incurred in connection with the Borrowing of funds and is considered asrevenue expenditure for the year in which it is incurred. Borrowing cost attributed to the acquisition/improvement of qualifyingcapital assets and incurred till the completion of all activities for the intended use of the assets is capitalised as cost of the assets.

26.12 Impairment of AssetsThe carrying value of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If any indication ofimpairment exists, the recoverable amount of such assets is estimated and impairment is recognised, If the carrying amount ofthese assets exceeds their recoverable amount.The recoverable amount is the greater of the net selling price and their value inuse.When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or mayhave decreased, such reversal of impairment loss is recognised in the Statement of Profit & Loss, except in case of revalued

Note 26

TRENT HYPERMARKET LIMITED 29 Notes to financial statement for the year ended 31st March 2015Note 27

27.01

a)b)

27.02 Contingent liabilitiesa)b)c)d) Contingent Liabilities in respect of other maters against which the Company has filed appeals Rs 2.66 Crores (2013-14- 1.71 Crores)

27.03

2014-15 2013-14Rupees Rupees

27.04 General Expenses (Note 24) include : in Crore in CroreAuditors' Remuneration -Audit Fees 0.10 0.07 Fee For Taxation Matter 0.02 0.02 Other services 0.03 0.02 Reimbursement of out of pocket expenses - 0.01

27.05

27.06

The future minimum lease payments under non-cancellable operating leases are as under :


in Crores in Crores

i) Not later than one year 5.61 1.37ii) Later than one year and not later than five years 3.96 2.32

27.07 Sales include sale of manufactured goods comprising sale of bakery/daily/ products of Rs 39.72 Crores (2013-14 - Rs 44.05 crores)

27.08 Sales, Purchase, Opening stock & Closing stock of traded goods (01.04.2014 to 31.03.2015)

Sales Purchase Opening Stock Closing StockRs in Crores Rs in Crores Rs in Crores Rs in Crores

731.71 611.58 55.18 69.69 (799.58) (628.36) (56.17) (55.18) 731.71 611.58 55.18 69.69

(799.58) (628.36) (56.17) (55.18)

Notes :- (i) Closing stock is after adjusting samples, free gifts, damaged goods and shortage.

(ii) Figures in brackets are in respect of previous year.

Total

The company has entered into lease agreements for assets taken on operating lease which range between three years & five years . These are renewable by mutually agreed terms.

OTHER NOTES

Commitments

Claims against the company not acknowledged as debts :-Suits filed against the company- Rs 46.69 Crs (2013-14-Rs 46.67 Crores)

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs 2.95 Crores (2013-14 - Rs 4.37 Crores)

Contingent Liabilities in respect of Sales Tax Demands against which the Company has filed appeals Rs 1.38 Crore ( 2013-14 - 0.07 Crore)Contingent Liabilities in respect of Income Tax Demands against which the Company has filed appeals Rs 0.06 Crore ( 2013-14 - 0.06 Crore)

There are no Micro and Small Enterprises , to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2015.This information as required to be disclosed under the Micro, Small and Medium Enterprise Development Act 2006 has been determined to theextent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

1) Other commitments- Nil (2013-14 - Rs. 22.72 Crores)

Class of Goods

Staples, Foods & Beverages, household items, apparels etc.

Contingent Liabilities in respect of Service Tax Demands against which the Company has filed appeals Rs 1.76 Crore ( 2013-14 - Nil)

2) The Finance Act,2007 introduced service tax on "Renting on Immovable Property" with effect from 01st June ,2007.The Company had enteredinto several agreements with Landlords and Mall owners prior to the introduction of service tax on rent.The Delhi High court through its judgementdated 19th April,2009 had set aside the operation of service tax on rent as ultra vires.In the meanwhile ,the Finance Act,2010 has amended theFinance Act retrospectively with effect from 1st June,2007 levying service tax on "Renting of Immovable Property". This retrospective amendmentand applicability on service tax on rent was challenged by Retailers Association of India of which the company is a member .The case is presentlybefore the Supreme court pending disposal.The company has paid and/or adequately provided for service tax on rent upto the period 31st March,2015 under rent/lease agreements in which ithad explicitly assumed the liability of service tax on rent.As per the directions of the Supreme court dated 14th October 2011 the company hasdeposited Rs 2.04 crores being 50% of the liability under such agreements and for the balance 50% has given surety to the Service TaxDepartment.Pending the final Supreme Court judgement interest/penalty if any as may be payable is not presently ascertainable or quantifiable


27.09 RAW MATERIALS CONSUMED :2014-15 2013-14Rupees Rupees

in Crores in Crores

Bakery/Daily Product Material 15.13 18.02

TOTAL 15.13 18.02

27.10 VALUE OF IMPORTED AND INDIGENOUS MATERIALS CONSUMED :

Rupees % of Total Rupees % of Totalin Crores Consumption in Crores Consumption

(a) RAW MATERIALS :(i) Imported - - - - (ii) Indigenous 15.13 100.00 18.02 100.00

TOTAL 15.13 100.00 18.02 100.00

(b) PACKING MATERIALS, CONSUMABLESTORES AND SPARES :(i) Imported - - - - (ii) Indigenous 7.19 100.00 8.02 100.00

TOTAL 7.19 100.00 8.02 100.00

27.11 VALUE OF IMPORTS ON C.I.F. BASIS :


in Crores in Crores

(a) Stock in Trade - 2.18 (b) Capital Goods 0.06 5.90

TOTAL 0.06 8.08

27.12 EXPENDITURE IN FOREIGN CURRENCY :2014-15 2013-14Rupees Rupees

in Crores in Crores(a) Travelling Expenses 0.60 0.29 (b) Employee Benefit Expenses 1.52 3.52 (c) Other Expenses 0.19 0.11

TOTAL 2.31 3.92

27.13 EARNINGS IN FOREIGN CURRENCY :2014-15 2013-14Rupees Rupees

in Crores in Crores

Sale of goods* 7.17 2.55

TOTAL 7.17 2.55

27.14 Details on derivative instruments and unhedged foreign currency exposures

(i) There are no forward exchange contracts outstanding as at 31st March 2015.

(ii) The unhedged foreign currency exposure as at 31st March 2015 is as under

As at 31st March, 2015 As at 31st March, 2014Currency Amount in Amount in Amount in Amount in

in Foreign currency

Rs.(in crores) in Foreign currency

Rs.(in crores)

Payable GBP 370,229 3.44 216,348 2.16 Payable EURO ‐ ‐ ‐ ‐ Payable USD ‐ ‐ 261,270 1.57

2014-15 2013-14

Note :- Represent Sale of goods which are collected in foreign currency through international credit card as certified bycollecting bankers .

Details on derivatives instruments and unhedged foreign currency exposuresI. The year‐end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given


27.15 EMPLOYEE BENEFITS :(a) Defined benefit plans - Gratuity

2014-15 2013-14Rs in Crores Rs in Crores

I Change in Obligation during the year 2.13 1.79 1 Present value of obligations as at beginning of year - - 2 Past Service Cost - - 3 Present value of obligations taken over - - 4 Present Value of transferred to other trust - - 5 Liability taken over from other trust - - 6 Interest cost 0.24 0.17 7 Liabilities assumed on acquisition/ (settled on divestiture) 0.15 0.07 8 Current Service Cost 0.51 0.37 9 Actuarial (gain)/Loss on obligations (0.06) 0.02

10 Benefits Paid (0.17) (0.28) Present value of Defined Benefit Obligation at the end of the year 2.80 2.13

II Change in Assets during the Year ended 1 Plan assets at the beginning of the year 1.27 1.42 2 Assets taken over - 3 Expected return on plan assets 0.11 0.12 4 Contributions by Employer 0.34 0.01 5 Asset acquired on acquisition/ (distributed on divestiture) 0.12 - 6 Funds Transfer In - 7 Contributions by Employer (Reversal of premium) - 8 Actual benefits paid (0.17) (0.28) 9 Actuarial Gains/ (Losses) (Full figure for Current year Rs 807/-) 0.00 0.02

10 Plan Assets at the end of the year 1.68 1.27

III Net Asset/(Liability) recognized in the Balance Sheet1 Present Value of Defined Benefit Obligation 2.80 2.13 2 Fair value of plan assets (1.68) (1.27) 3 Net Assets /(Liability) 1.12 0.86

IV Actual Return on plan Assets 0.11 0.13

V Expenses recognized in the statement of Profit & Loss for the year ended 1 Current Service cost 0.51 0.37 2 Past Service Cost - 3 Interest Cost 0.24 0.17 4 Expected return on plan assets (0.11) (0.12) 5 Net Actuarial (Gains)/Losses (Full figure for current year Rs 32,139/-) (0.06) 0.00

Expenses recognised in statement of Profit & loss 0.58 0.42

VI The major categories of plan assets as a percentage of total planInsurer Managed Funds 100% 100%

VII Method of valuation

VIII Expected Employer's Contribution Next Year 0.50 0.50

IX Actuarial Assumptions1 Discount Rate 8.05% 9.20%2 Expected rate of return on plan assets 8.00% 7.50%3 Salary Escalation Rate 7.00% 7.00%

4 Mortality Table

Indian Assured Lives Mortality (2006-08) Ult

table

Indian Assured Lives Mortality (2006-08) Ult

table 5 Retirement Age

XRs in Crores

31.03.2015 31.03.2014 31.03.2013 31.03.2012 31.03.2011 2.80 2.13 1.79 1.42 0.50

1.68 1.27 1.42 1.04 0.41 (11.12) (0.86) (0.37) (0.38) (0.09) (0.52) 0.07 (0.04) 0.02 0.02

0.00 0.02 (0.00) 0.04 (0.00)

(b) Defined Contribution plans 2014-15 2013-14Rupees Rupees

in Crores in Crores1 Superannuation Fund (Full figure for Previous year Rs 18,075/-) - 0.00 2 Government administered Provident Fund / Family Pension Fund 2.11 2.23 3 Employees State Insurance / Labour Welfare Fund 0.78 1.05

Total 2.89 3.28

(c )

Experience Adjustment

Defined Benefit Obligation

Plan AssetsSurplus/(Deficit)Exp. Adj.on Plan Liabilities

Year Ended

GRATUITY (Fully funded)LIC administered Trust

Projected Unit Credit Method

58 Years / 60 years

Note :- The above disclosure is based on acturial valuation report. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotions and other relevant factors, such as supply and demand in employement market.

Note :- The above disclosure is based on acturial valuation report. The report considers assumption with respect to discount rate, salary escalation, retirement age, mortality, rates of leaving service, leave availment pattern, disability and other relevant factors. The method used is "Project Unit Credit Method".

Company Contributions during the year under Contribution Plans recognised in the Statement of Profit and Loss :

Leave Encashment (Long Term Compensated Absences) recognised as expense for the year is Rs. 1.34 Crore (2013-14 Rs 0.50 Crore)

Exp. Adj on Plan Assets

TRENT HYPERMARKET LIMITED 32Notes to financial statement for the year ended 31st March 2015

27.16 RELATED PARTY TRANSACTIONS :

Related parties

27.1 Parties where Control exists1) Virtuous Shopping Centres Limited - Subsidary Company.2) Trent Limited - Holding Company (100%) up to 2nd June 2014.3) Trent Limited - Having Joint Control over the Company in terms of AS 27 from 3rd June 2014 onwards.4) Tesco Overseas Investment Limited :- Having Joint control over the company in terms of As 27 from 3rd June 2014 onwards5) Tesco Wholesailing Private Limited :- 100% subsidiary w.e.f. 09th January 2015.6) Commonwealth Developers Limited- 100% subsidiary of Virtuous Shopping Centres Limited

27.2 Other Related Parties with whom transactions have taken place during the year:

1) Fiora Services Limited - Fellow Subsidiary Company up to 2nd June 2014.2) Fiora Hypermarket Limited- Fellow Subsidiary Company up to 2nd June 2014.

27.3 Directors of the CompanyMr. N.N.Tata

Directors Mr.A.D.CooperMr.P.VenkatesaluMr. Jamshed Daboo.Mr. Mathew Peter EdmondsMr. Trevor John MastersMr. Kevin Paul Grace

27.4 Key management personnel

Managing Director Mr. Jamshed Daboo

2014-15 2013-14Rupees Rupeesin crore in crore

27.5 Sales to and Other recoveries from related parties

Trent Limited- Holding Company 0.09 0.48 Trent Limited- As a Joint Venturer 1.43 Fiora Hypermarket Limited 17.14

27.6 Sale of Fixed Assets to related partiesTrent Limited- Holding Company - 0.15 Fiora Hypermarket Limited 26.83

27.7 Purchase/other services from related parties

Fiora Services Limited 0.81 4.91 Tesco Hindustan Wholesailing Private Limited 7.91 Trent Limited- Holding Company 0.09 0.58 Trent Limited- As a Joint Venturer 0.82

27.8 Purchase of equity shares of other company's from Related Parties

Trent Limited (Previous year Full figure Rs 19,900/-)- Holding Company 2.35 0.00

27.9 Purchase of Debentures of other company's from Related Parties

Trent Limited - Holding Company 20.37 -

27.10 Issue of Equity Shares

Trent Limited - As a Joint Venturer 149.96 Tesco overseas Investment Limited 849.95

27.11 Redemption of Preference SharesTrent Limited - As a Joint Venturer 149.29 -

27.12 Interest/Dividend paid to related parties

Trent Limited - Holding company 1.71 2.71 Trent Limited- As a Joint Venturer 3.56

27.13 Interest/Dividend Received from related partiesCommonwealth Developers Limited 1.89 1.15 Virtuous Shopping Centres Limited 5.70 3.80

27.14 Loan to related parties

Commonwealth Developers Limited 14.50 9.29

27.15 Sitting fees paid to directors

Director 0.18 0.06

27.16 Remuneration paid key managerial personnel 2.72 2.10

27.17 Loan taken from Trent Limited-Holding Company - 91.75 Trent Limited-As a Joint Venturer 10.00

27.18 Loan outstanding as on 31.03.2015

Trent Limited - 97.50 Commonwealth Developers Limited 26.49 11.99

27.19 Outstanding balance as on 31.03.2015due to company

Fiora Hypermarket Limited N.A 0.05 Virtuous Shopping Centres Limited ( Full figure for current year 24000/-) 0.00 3.80 Commonwealth Developers Limited 0.01 1.15

27.20 Outstanding balance as on 31.03.2015payable by Company

Fiora Services Limited N.A 0.02 Trent Limited 0.13 1.37 Tesco Hindustan Wholesailing Private Limited 53.11 -

27.21 Guarantee availed as on 31.03.2015

Trent Limited 150.90 156.71 27.22 Loan Repaid to

Trent Limited 107.50 5.00

27.23 Store deposit balance as on 31.03.2015Commonwealth Developers Limited 2.04 2.04


27.17 EARNINGS PER SHARE (EPS) :2014-15 2013-14

(a) Weighted Average Number of shares outstanding during the year. 120,026,528 73,420,790

(b) Net Profit/(Loss) after tax available for Equity Share Holders ( Rupees in Crores) (88.93) (69.30)

(c) Earnings Per Share (Rs.) Face value of Rs.10/- (Basic & Diluted) (7.41) (9.44)

27.18

27.19

27.20

27.21

27.22

27.23

27.24

Loan repayable to Trent Limited - Rs Nil ( Previous Year - Rs 97.50 Crores). Maximum outstanding during the year Rs 97.50Crores ( Previous Year Rs 97.50 crores).

Consequent to definitive agreements regarding investment in Company by Tesco Overseas Investment Limited ('TOIL'),during the year TOIL has subscribed to equity shares of Company & also purchased additional equity shares of Companyfrom Trent limited resulting in the Company becoming a 50:50 Joint Venture of Trent Limited & TOIL.As per agreement dated 31st March, 2014, between the Company & Fiora Hypermarket Limited (a wholly ownedsubsidiary of Trent Limited,), the Company has transfered with effect from 1st April, 2014 certain store assets andrelated agreements with respect to four Star Bazaar Stores located in Gujrat & Tamilnadu states. During the year, the Company has acquired 420,816,667 Equity shares of Rs 10 each of Tesco Hindustan WholesailingPrivate Limited ( THWPL) through share purchase agreement with Tesco Mauritius Holdings Ltd. As a result, THWPLhas became wholly owned subsidiary of the Company.

During the year , the company has adopted the revised useful life of fixed asset as per schedule II of the Companies Act, 2013. Accordingly the opening written down value of fixed assets are being depreciated over their balance revised useful life. In respect of fixed assets whose useful life has expired as on 31st March 2014 , the opening wdv of Rs 1.51 Crores has been adjusted to opening balance of retained earnings net of deferred tax

The Board of Directors of Company at its meeting held on 14th January 2015, has approved a scheme of Amalgamation and Arrangement ( The Scheme) of Tesco Hindustan Wholesailing Private Limited ( THWPL) , Virtuous Shopping Centres Limited ( VSCL) with the Company. The appointed date for the merger is 1st February 2015. As THWPL and VSCL are wholly owned subsidiaries of the Company , no shares of Company will be issued and alloted pursuant to the proposed scheme.The scheme is subject to the requisite approval of the members and /or creditors as may be directed by the Highcourts of Judicature at Karnataka and Bombay and subject to all such requisite approvals from the relevent regulatory authorities and sanction of the Highcourts of Judicature at Karnataka and Bombay. Accordingly no effect has been given in accounts.

During the year,the Company has acquired 10,94,229 Equity shares of Rs 10 each and 1,89,89,110 Debentures of Rs 10each of Virtuous Shopping Centres Limited ( VSCL) from Trent Limited. As a result , VSCL became wholly ownedsubsidiary of the Company.

27.25 Segment Reporting

27.26

Opening Balance as on 1st April 2014 Created during the year March 31, 2015

- 2.89 2.89

27.27 There are no amounts due & outstanding to be credited to investor education & protection fund.

27.28

Signatures to notes on financial statement & other notes

As per our report attached.

For N. M. RAIJI & CO., Jamshed Daboo Chartered Accountants Managing DirectorRegistration No. 108296W

CA. Y. N. THAKKAR Partner Sanjay Gupta Membership No. 33329 Company Secretary & Chief Financial OfficerMumbaiDate:- 22.05.2015 Mumbai, May 22, 2015



-

In accordance with Accounting Standard 28 'Impairment of Assets', the particulars of impairment provision as at March 31, 2015 are as follows:

Previous year's figures have been regrouped / reclassified wherever necessary.

N.N Tata - Chairman


to opening balance of retained earnings, net of deferred tax.

Utilised / reversed during the year

The main business of the Company is Retailing. All other activities of the Company are incidental to the main business.Accordingly there are no separate reportable segments in terms of the Accounting Standard 17 on "Segment Reporting".

34

Rs. in Crores Rs. in Crores Rs. in Crores

A CASH FLOW FROM OPERATING ACTIVITIES Net Profit/(Loss) before Taxes and Exceptional Items (62.18) (63.76) Adjustments for : Depreciation 18.50 13.37 Interest paid 10.29 7.97 Foreign Exchange Fluctuation (Net) (0.09) 0.20 Interest Received (9.07) (5.72) Profit on sale of current investment (33.31) (0.02) Rent Equilisation (Income)/Expenses - 0.05 Provision for doubtful debts and advances 0.72 0.17 Bad debts written off - 0.06 Other receivable written off 0.10 0.10 Vendor balances written back (0.44) (0.44) Advance written off - 0.07 (Profit)/Loss on Fixed Assets sold/discarded (Net) 0.11 1.11

(13.19) 16.92 Exceptional items:-Settlement Compensation - (2.41) Professional fees towards arbitration (0.09) Dismantelling Cost (0.20) (0.41)

(0.29) (2.82)

Operating Profit Before Working Capital Changes (75.66) (49.66) Adjustments for : (Increase)/Decrease in Inventories (13.21) 0.61 (Increase)/Decrease in Trade receivable (6.03) 0.59 (Increase)/Decrease in short-term loans & advances 26.33 2.24 (Increase)/Decrease in long-term loans & advances (19.44) (13.95) (Increase)/Decrease in other current assets (0.45) 0.54 (Increase)/Decrease in other non current assets 0.40 (0.75) Increase/(Decrease) in Trade payable 9.57 (3.09) Increase/(Decrease) in other current liabilities 1.47 7.52 Increase/(Decrease) in long-term liabilities 0.02 0.02 Increase/(Decrease) in short-term provision 0.45 0.45 Increase/(Decrease) in long-term provision 0.85 0.20

(0.04) Cash generated from operations (75.70) (55.28)

Direct Taxes ( Paid )/ Refund (0.02) 0.78

Net Cash from Operating Activities (75.72) (54.50)

B CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (20.00) (26.38) Sale of Fixed Assets 23.80 0.22 Purchase of investment (1,596.97) - Purchase of shares of Trent Retail Services Limited (Full figure for - previous year Rs 19,900/-) - Purchase of Shares of Tesco Hindustan Wholesailing Pvt Ltd (143.16) Purchase of remaining Shares of Virtuous from Trent Limited (2.35) Purchase of remaining Debentures of Virtuous from Trent Limited (20.26) Sale of investment 1,088.43 1.77 Loan to Commonwealth Developers Limited (14.50) (9.29) Interest Received 14.02 5.88

Net cash used in Investing Activities (670.99) (27.80)

C CASH FLOW FROM FINANCING ACTIVITIES Loan taken during the year from Trent Limited 10.00 91.75 Loan repaid during the year to holding company (107.50) (5.00) Redemption of preference shares (149.29) - Issue of shares net of expenses 998.76 - Interest Paid (11.75) (6.51)

Net cash from Financing Activities 740.22 80.24

(6.49) (2.06)

CASH AND CASH EQUIVALENTS AS AT 01.04.2014 12.71 14.77

Cash and Cash Equivalent As At 31.03.2015 6.22 12.71 - 0.00

As per our report attached


CA. Y.N.Thakkar Sanjay Gupta Partner Company Secretary & Chief Financial Officer Membership No 33329 Mumbai, May 22, 2015MumbaiDate:- 22.05.2015

TRENT HYPERMARKET LIMITED

Cash Flow Statement For The Period Ended 31st March 2015

Sr. No. Particulars For the Year Ended 31st March

2015

For the Year Ended 31st March 2014

-

Note: 1) All figures in brackets are outflows. 2) Previous Year figures have been regrouped wherever necessary. 3) Cash and Cash equivalent consist of Cash on hand and balance with banks as detailed in Note No 17 on Page No 19 to the Balance Sheet.



N.N Tata - Chairman


1


Rs. In Crores Rs. In Crores Rs. In Crores I. EQUITY AND LIABILITIES

1 Shareholders’ funds(a)Share Capital 1 146.84 222.71 (b)Reserves and Surplus 2 665.07 (174.95)

811.91 47.76 2 Minority Interest Payable - 1.73

3 Non-current Liabilities(a)Long Term Borrowings 3 75.00 205.74 (b)Other Long Term Liabilities 4 2.10 2.08 (c)Long Term Provisions 5 24.49 25.29 (d) Deferred Tax Liability Net 11 8.40

109.99 233.11 4 Current Liabilities

(a)Trade Payables 6 83.27 113.53 (b)Other Current Liabilities 7 60.66 42.78 (c)Short Term Provisions 8 5.04 1.46

148.97 157.77

TOTAL 1,070.87 440.37

II. ASSETS

1 Non-Current Assets(a)Fixed Assets 9(i)Tangible Assets 200.41 166.87 (ii)Intangible Assets 13.43 6.36 (iii)Capital work-in-Progress 86.32 94.78 (iv)Intangible Assets under Development - 0.08 (b) Non-current Investments ( Full Fig PY - Rs 19,900/-) 10 487.16 0.00 (c) Deferred tax Assets (net) 11 - 14.68 (d) Long Term Loans and Advances 12 106.00 27.23 (e) Other Non-Current Assets 13 0.35 0.75

893.67 310.75 2 Current assets

(a) Current Investment 14 54.69 - (b) Inventories 15 72.22 59.02 (c) Trade Receivables 16 13.68 6.28 (d) Cash and Cash Equivalents 17 8.81 14.91 (e) Short Term Loans and Advances 18 26.80 48.71 (f) Other Current Assets 19 1.00 0.70

177.20 129.62

TOTAL 1,070.87 440.37 Significant Accounting Policies and Notes to Accounts 1-27


For N. M. RAIJI & CO, Jamshed DabooChartered Accountants Managing DirectorRegistration No. 108296W

CA.Y. N. THAKKAR Sanjay Gupta Partner Company Secretary & Chief Financial Officer

Membership No. 33329MumbaiDate;- 22.05.2015 Mumbai, May 22, 2015

N.N Tata - Chairman

Trevor Masters - Director


TRENT HYPERMARKET LIMITED

ParticularsSr No

Consolidated Balance Sheet as at 31st March 2015



Note No.

TRENT HYPERMARKET LIMITED 2Consolidated Statement of Profit & Loss for the Period Ended 31st March 2015

For the Year Ended

31st March 2015


2014

Rs. In Crores Rs. In Crores I Revenue from Operations 20 797.98 789.61 II Other Income 21 35.15 7.59

III Total Revenue (I+II) 833.13 797.20

IV Expenses:Cost of Raw materials Consumed 15.13 18.02 Purchases of Stock-in-Trade 649.01 603.08 Changes in inventories of finished goods & stock in trade [(Accretion)/decretion] (14.24) 8.47

Employee Benefits Expenses 22 61.83 59.12 Finance cost 23 10.29 9.87 Depreciation & amortisation expenses 9 19.70 13.38 Other expenses 24 149.26 149.15

Total Expenses (IV) 890.98 861.09

V Profit/(Loss) before exceptional and extraordinary items and Tax (III-IV)

(57.85) (63.89)

VI Exceptional items - Income/(Expenses) 25 (3.18) (6.03)

VII Profit/(Loss) before extraordinary items and tax (V - VI) (61.03) (69.92)

VIII Extraordinary Items - -

IX Profit/(Loss) before tax (VII- VIII) (61.03) (69.92)

X Tax expense:Current tax - - Deferred tax 23.57 (0.49)

Total Tax Expenses 23.57 (0.49)

XI Profit /(Loss) for the period (IX-X) (84.60) (69.43)

XII Less:- Minority Share of Profit/(Loss) - (0.04)XIII Less:- Pre Acquisition Profit/(Loss) (0.29) -

XIV Profit /(Loss) for the year after Minority Interest (84.31) (69.39)

XV Earnings per Equity share:Basic & Diluted in Rs 27.09 (7.02) (9.45)

As per our report attached. For and on behalf of the Board,

For N. M. RAIJI & CO, Jamshed DabooChartered Accountants Managing DirectorRegistration No. 108296W

Y. N. THAKKAR Sanjay Gupta Partner Company Secretary & Chief Financial Officer

Membership No. 33329MumbaiDate:-22.05.2015

Refer Note No.

Sr No

N.N Tata - Chairman

Particulars




TRENT HYPERMARKET LIMITED 3Notes forming part of the Consolidated Balance Sheet

Note 1 Share Capital

Number Rs in Crores Number Rs in Crores

(a) AUTHORISED

Equity Shares of Rs 10 each at par 275,000,000 275.00 125,000,000 125.00 Preference Shares of Rs 10 each at par - - 150,000,000 150.00

(b) ISSUED, SUBSCRIBED AND PAID UP :

Equity Shares of `Rs 10 each fully paid 146,835,038 146.84 73,420,790 73.42 10 % p.a. Non Cumulative Optionally Convertible Pref. Shares of Rs 10 eac - - 149,288,927 149.29

Total 146,835,038 146.84 222,709,717 222.71

(c) Rights, Preferences and restrictions attached to Equity shares

(d) Rights, Preferences and restrictions attached to Preference Shares

(e)

(f)Reconciliation of Share Capital

Pariculars Number Rs in Crores Number Rs in CroresEquity sharesNumber of shares at the beginning 73,420,790 73.42 73,420,790 73.42 Add: Issued during the year 73,414,248 73.41 - - Number of shares at the end of year 146,835,038 146.84 73,420,790 73.42

Prefereance SharesNon Cumulative Optionally Convertible Pref. SharesNumber of shares at the beginning 149,288,927 149.29 149,288,927 149.29 Add: Issued during the year - - - Less: Redeemed during the year 149,288,927 149.29 - - Number of shares at the end of year - - 149,288,927.00 149.29

(g)The details of shareholders holding more than 5 % shares is as under:Name of the shareholder:- No.of shares % to total shares No.of shares % to total shares

1) Trent LimitedEquity Shares of `Rs 10 each fully paid 73,417,519 50% 73,420,790 100%10 % p.a. Non Cumulative Optionally Convertible Preference Shares of Rs - - 149,288,927 100%

2) Tesco Overseas Investment LimitedEquity Shares of `Rs 10 each fully paid 73,417,519 50%




The Preference Shares carried a fixed preference dividend at the rate of 10% P.a on the capital for the time being paid up there on respectively on non cumulative basis.The Preference Shares ranked for dividend in priority to equity shares for the time being of the company.

The Authorised Share capital of the company be and is hereby reclassified from Rs 275,00,00,000 (Rupees Two hundred seventy five crore only) divided into

12,50,00,000(Twelve Crore Fifty Lacs) Equity shares of rs 10 eachand 15,00,00,000 (Fifteen Crore0 Preference shares of Rs. 10 each to Rs. 275,00,00,000 (Rupees Two

hundred seventy five crore only) divided into 27,50,00,000(Twent seven crore Fifty lacs) Equity shares of Rs 10 each vide Board Resolution dated 30th Dec 2014

As per the records of the Company, including its Register of Shareholders/ Members and other declaration received from Shareholders regarding Beneficial interest, the

above shareholding represents both legal and beneficial ownership of shares.



Each holder of Equity Shares is entitled to one vote per share.The shareholders have the right to receive interim dividends declared by the Board of Directors and final dividends proposed by the Board of Directors and approved by the shareholders. In the event of liquidation of the Company,the holders of Equity shares will be entitled to receive any of the remaining assets of the company,after distribution of Preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholders.The equity shareholders have all other rights as available to the equity shareholders as per the provisions of The Companies Act 2013 read together with the Memorandum of Association and Articles of Association of the company as applicable


The Preference Shares did not carry any voting rights except as provided for under provision of section 87 of The Companies Act , 1956 as amended or replaced from

time to time . The Preference Shares would have in case of winding up be entitled to rank, as regards repayment of capital and arrears of divinded , wheteher declared or

not , up to commencement of winding up, in priority to equity shares but shall not be entitled to any further participation in profits or assets

During the year , the Preference Shares have been redeemed at par out of the proceeds of fresh issue of equity shares


Note 2 Reserves and Surplus

ParticularsAs at

31st March 2014


Securities Premium AccountBalance as per Last account 3.85 3.85 Add :- Issue of Equity Shares at premium (Refer Note (a) below) 926.49 - Less:- Equity Share Issue Expenses adjusted (Refer Note (a) below) (1.14) -

929.20 3.85

Surplus / (Deficit) in Statement of Profit & Loss Balance as per last financial statement (178.80) (109.41) Add:- Loss for the year (84.31) (69.39) Add:- Excess WDV as per Sch. II of The Companies Act, 2013 adjusted - Net of deferred tax (Refer Note (b) below) (1.02) -

(264.13) (178.80)

Total 665.07 (174.95)

(a)

(b) Ref Note 27.14 on Page 31


During the year 2014-15, the company has alloted 73,41,4248 equity shares of Rs 10/- each at a premium of Rs 126.20. Expenses incurred for issue of these shares are adjusted against Securities Premium Account in accordance with Section 52(2)(c) of The Companies Act, 2013.


Note 3 Long Term Borrowings




(a) Bonds / Debentures

(i) SECURED DEBENTURES 0% Non convertible debentures ( Refer note ( a ) below) 25.00 25.00

(ii) UNSECURED DEBENTURES :- 7.75% Non convertible debentures ( Refer note ( b ) below) 50.00 75.00 - 10% Optionally Convertible Debentures ( Refer note ( c ) below) - 18.99

Loan From Holding Company ( Refer note (e ) below) - 86.75

75.00 205.74

(a)

(b)

(c)

(d)

Particulars

During the year ended 31st March 2013, the Company has issued 750 Unsecured Listed Redeemable Non

Convertible Debentures of Rs 10 lakhs each on private placement basis. These Debentures carry an interest rate of

7.75% p.a. & would be redeemed on completion of 5 years from the date of allotment and are redeemable in three

installment at a premium of Rs 25,240/- per debenture per installment at the end of 42nd 51st and 60th month from

the date of allotment. Premium on the debentures has been fully provided in the year of issue and debited to the

Securities Premium Account. The debentures are secured in the form of Corporate Guarantee given by Trent Limited

in favor of Debenture Trustees guaranteeing the timely payment of coupon, redemption premium and principal

amount and any other fees and expenses payable by the issuer.

In view of the accumulated losses as at 31st March, 2015 and losses incurred for the year ended 31st March, 2015, noamount has been transferred to Debenture Redemption Reserve Account.

Total

(b) Loans & advances from related parties

In March 2012, the Company has issued 250 Secured Redeemable Unlisted Non Convertible Debentures of Rs 10

lakhs each on private placement basis. These Debentures do not carry any interest & would be redeemed on

completion of 5 years from the date of allotment and are redeemable at a premium of Rs 685000/- per debenture on

the due date. The premium on the debentures has been fully provided and is debited to the Securities Premium

Account. However the holders of the debentures have the option to redeem the debentures 10 days prior to the

redemption date (early repayment date) at a premium of Rs 680000/- per debenture. The debentures are secured in the

form of Corporate Guarantee given by Trent Limited on 11th May 2012 in favour of Debenture Trustee guaranteeing

the repayment of the debentures along with the accrued redemption premium. The debentures are also secured by

way of charge on an immovable property of the company.

In the year 2011-12, Virtuous Shopping Centres Limited has issued 56,955,950 , 10% ,unsecured, optionallyconvertible debentures (OCD) of Rs 10 each having maturity period of five years from the date of issue. The holder ofthe OCD has the option to convert the OCD into equity shares at a premium of Rs 10 (i.e. two OCDs are covertibleinto one equity share) at any time after six months from the date of issue but before end of maturity period. Furtherupon conversion, the equity shares issued to such holder shall rank pari passu in all respect with the other equityshares of company. Expenditures incurred on Issue of Debentures have been adjusted against Securities PremiumAccount. Unless the option of conversion is exercised by the holder there of , the OCD will be compulsorilyredeemed at a face value of Rs 10 per OCD at the end of maturity period.


Note 4 Other Long Term Liabilities

ParticularsAs at

31st March 2015 As at

31st March 2014


Others

Security Deposits Received 0.10 0.08 Creditors for capital expenditure( Full fig in Rs 6293/-) - - Retention Money 2.00 2.00

Total 2.10 2.08


Note 5 Long Term Provisions




Provision for leave encashment 3.58 2.49

Other Provision

20.91 22.80

24.49 25.29 Total

Particulars

Provision for Employee benefits

Premium on redemption of debentures (Refer Note No 3(a) & 3(b) on Pg. No.5)

TRENT HYPERMARKET LIMITED 8 Notes forming part of the Consolidated Balance Sheet

Note 6 Trade payables


As at 31st March

2014Rs in Crores Rs in Crores

83.27 113.53

83.27 113.53

Particulars

Trade payables (Ref Note 27.07 on Page 29)

Total


Note 7 Other Current Liabilities




Income Recevied in advance(a) Pre received Income - 0.01

Current maturities of long term borrowings(a) Loan from Trent Limited (Refer Note 3(d) on page no 5) - 10.75 (b) 25.00

(a) Interest accrued but not due on debentures 4.57 6.28 (b) Interest on unsecured loan payable to holding company 1.46

Other Payables

(a) Security deposits 1.04 1.42 (b) Withholding tax & other statutory payments 5.05 6.04 (c) Employee related liability 15.81 10.80 (d) Creditors for capital expenditure 6.22 2.12 (e) Other liabilities 2.90 3.90 (F) Advance from Customer 0.07 -

60.66 42.78

Particulars

Total

Interest accrued but not due on borrowings

7.75% Non Convertible Debenture (Refer Note No 3(a) & 3(b) on Pg. No.5)


Note 8 Short Term Provisions




Provision for Employee benefits (a) Provision for Gratuity 1.13 0.86 (b) Leave encashment 0.82 0.60 Other Provision (a) Premium on redemption of debenture payable 1.89 - (b) Provision for litigation 1.20 -

5.04 1.46 Total

Particulars

TRENT HYPER MARKET LIMITED 11 Note forming part of the Consolidated Balance Sheet

Note 9 FIXED ASSETS

NET BLOCKAs at Additions/ Deductions/ As at As at On Deductions/ For the Transfer to As at As at

01.04.2014 Adjustments Adjustments 31.03.2015 01.04.2014 Adjustments Period Retained Earnings 31.03.2015 31.03.2015

(Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores) (Rs.in Crores)

Tangible Assets

Land leasehold 0.21 - - 0.21 0.01 - - - - 0.01 - 0.20 (0.21) - - (0.21) (0.01) - - - - (0.01) - (0.20)

Buildings Own 45.23 39.19 - 84.43 2.86 - (1.66) 0.91 - 5.43 - 78.99 (45.23) - - (45.23) (2.13) - - (0.74) - (2.86) - (42.37)

Building leasehold 35.10 16.81 6.43 45.48 8.39 - 0.45 2.02 - 9.96 0.09 35.43 (33.53) (5.89) (4.32) (35.10) (6.74) - (0.63) (2.28) - (8.39) - (26.71)

Plant and Equipment 71.43 13.67 12.63 72.47 14.88 - 0.73 6.44 - 20.59 1.97 49.91 (67.15) (5.96) (1.68) (71.43) (11.03) - (0.24) (4.09) - (14.88) - (56.55)

Furniture and Fixture 43.88 15.79 10.12 49.55 13.26 - (2.03) 5.14 - 20.44 0.74 28.37 (39.12) (5.42) (0.66) (43.88) (10.58) - (0.33) (3.02) - (13.26) - (30.62)

Vehicles 0.11 - 0.11 - 0.03 - 0.03 0.01 - - - - (0.11) - - (0.11) (0.02) - - (0.01) - (0.03) - (0.08)

Office Equipment 1.79 1.10 0.86 2.03 0.36 - (0.23) 0.53 0.07 1.20 0.09 0.75 (1.64) (0.22) (0.07) (1.79) (0.29) - (0.01) (0.09) - (0.36) - (1.43)

Computer 17.06 12.15 2.98 26.23 8.16 - (6.11) 3.80 1.39 19.47 - 6.76 (14.20) (3.07) (0.21) (17.06) (5.72) - (0.10) (2.54) - (8.16) - (8.90)

Add :- Share in Joint Venture - - - - - - - - - - - - (0.01) - (0.01) - - - - - - - - -

214.82 98.71 33.13 280.40 47.96 - (8.82) 18.85 1.46 77.10 2.89 200.41 (201.20) (20.57) (6.94) (214.82) (36.50) 0.01 (1.32) (12.76) - (47.96) - (166.87)

Intangible Assets

Goodwill 0.05 - - 0.05 0.05 - - - - 0.05 - - (0.05) - - (0.05) (0.05) - - - - (0.05) - -

Goodwill on consolidation 4.86 7.43 - 12.29 - - - - - - - 12.29 (0.25) (4.61) - (4.86) - - - - - - - (4.86)

Computer software 3.96 1.59 0.08 5.47 2.46 - (0.96) 0.85 0.04 4.32 - 1.14 (3.71) (0.26) (0.02) (3.96) (1.85) - (0.01) (0.62) - (2.46) - (1.49)

Add :- Share in Joint Venture - - - - - - - - - - - - (3.08) - (3.08) - - - - - - - - - 8.87 9.02 0.08 17.81 2.51 - (0.96) 0.85 0.04 4.37 - 13.43

(7.09) (4.87) (3.09) (8.87) (1.90) - (0.01) (0.62) - (2.51) - (6.36)

223.69 107.73 33.21 298.21 50.47 - (9.78) 19.70 1.51 81.47 2.89 213.84 (208.29) (25.44) (10.03) (223.69) (38.41) 0.01 (1.33) (13.38) - (50.47) - (173.23)

Capital Work-in-Progress (Ref. Note (a) below) 86.32 (94.78)

Intangible assets under development - (0.08)

300.16 Total (268.09)

Notesa) Borrowing Cost capitalised during the year is Rs.0.79 Crores (Previous year Rs. 0.55 Crores) including Rs. Nil included in CWIP (Previous year Rs. 0.27 Crores)b) Figures in bracket are in respect of previous yearc) Refer Note 27.14 on Page 31d) Refer Note 27.15 on Page 31

Impairment Loss( Ref below note

"d')

*Cumulative depreciation on amalgamation

GROSS BLOCK (AT COST)

Total Tangible Assets

Total Intangible Assets

Total

DEPRECIATION

ASSETS

TRENT HYPERMARKET LIMITED 12Note forming part of the Consolidated Balance Sheet

Note 10 Non Current Investments

Proportion of holding(%) Numbers Rs in Crores Numbers Rs in Crores

Trade Investments- Long Term

Others Trent Retail Services Limited 19.90% 995 - 19.90% - Equity Shares of Rs. 100 each fully paid(Full figure for current and previous year Rs. 19,900/-)

c) Investment in Mutual FundsAxis Banking Debt fund Direct Growth 10.66 - IDFC Money Manager Fund Direct Growth 5.33 - IDFC SSIF Short Term Fund Direct Growth 20.89 - IDFC Banking Debt Fund Direct Growth 5.33 - ICICI Prudential Banking Debt fund Direct Growth 10.76 - ICICI Prudential Short Term Direct Growth 62.84 - Tata Short Term Bind Fund Direct Growth 67.99 - Birla Sunlife Treasury Optimizer Fund Direct Growth 34.27 - Birla Sunlife Short Term Fund Direct Growth 33.98 - HDFC Short Term Opportunities Fund Growth 67.79 - Kotak Bond Short Term Direct Plan 26.05 UTI Short Term Income Fund 33.77 BSL Income Plus Growth 20.00 HDFC Income Fund Dividend Growth 10.00 HDFC High Interest Fund 10.00 ICICI Prudential Dynamic Fund 5.00 ICICI Prudential Longterm Fund Growth 5.00 IDFC Dynamic Bond Fund 20.00 Kotak Bond scheme Plan A Direct Growth 12.50 UTI bond fund Direct Growth 15.00 SBI Dynamic Bond Fund 10.00

Total Investment ( Full Fig In Rs For PY Rs 19,900/-) 487.16 -

Aggregate of quoted investment - -

Aggregate of non quoted investment ( Full Fig In Rs for PY - Rs 19,900) 487.16 -

Total 487.16 -


Particulars


a) Investment in Equity instruments (unquoted & fully paid)


Note 11 Deferred Tax




(a) Deferred Tax Liability

(i) Depreciation difference 8.40 9.54

Total Deferred tax liability 8.40 9.54

(b) Deferred Tax Asset

(i) Retirement benefit - 0.95 (ii) Unabsorbed depreciation - 22.65 (iii) Others - 0.62

Total Deferred tax Asset - 24.22

Subtotal (8.40) 14.68

(8.40) 14.68

Note :-In View of continuous losses incurred by Company , as a matter of prudence, the company has written off the deferred tax assets created in previous year .

Particulars

Deferred Tax Asset/ ( Liability) - Net


Note 12 Long Term Loans & Advances



Unsecured, Considered Good.

(a) Capital Advances 1.26 3.28 (b) Security Deposits (i) Security deposit given for Premises 43.49 22.78 (ii) Security deposit others 0.72 0.78 (c) Other loans and advances (i) Loans To employees 0.28 0.19 (ii) Prepaid expenses 0.17 0.21 (d) Balance with Government authorities 60.08 -

106.00 27.23 Unsecured Considered Doubtful - (a) Capital Advances 0.42 0.11 Less :- provision for doubtful capital advances 0.42 0.11

- -

Total 106.00 27.23

Particulars



Note 13 Other Non Current Assets




Other Receivable 0.35 0.75

Total 0.35 0.75

Particulars


Note 14 Current Investment




Investment in Units of Mutual Fund (Unquoted & Fully paid)

TATA Liquid Fund 43.15 - Birla sunlife cash plus Institutional Premium Growth 0.57 - HDFC Cash Management Treasury advantage wholesale Growth 0.18 - Tata Floater Fund Growth 10.00 - ICICI prudential Liquid Regular Plan-Growth 0.67 - Kotak Liquid Scheme 0.12

Total 54.69 -

Aggregate Book Value of Investment Quoted - - Unquoted 54.69 -

Total 54.69 ‐

Particulars


Note 15 Inventories




(a) Raw Materials -At Cost 0.90 1.04 (b) Stock in trade-At lower of Cost or Net Realisable Value 69.66 55.18 Add;- Stock in Transit 0.02 -

70.58 56.22

(c) Packing Materials-At Cost 0.80 1.78 (d) Stores & Spares-At Cost 0.84 1.02

Total 72.22 59.02

Particulars


Note 16 Trade Receivables



Rs in Crores Rs in CroresUnsecured

Trade receivables outstanding for a period exceeding six month 2.53 2.47

Trade receivables other than above 13.37 4.87

Total Trade receivables 15.90 7.34

Less :- Provision for doubtful receivables 2.22 1.06 Total 13.68 6.28

Considered Good 13.68 6.28 Considered Doubtful 2.22 1.06

Total 15.90 7.34

Particulars


Note 17 Cash & Cash Equivalents




(a) Balance with banks 5.73 6.85

(b) Balance in Fixed Deposit Account - 2.00

(c) Cash on hand 0.90 5.56

(d) Cheques in transit of subsidiary - -

(e) Balance with banks to the extent held as margin money for more than 12 months maturity 0.40 0.05

(f) Balance with banks to the extent held as margin money for less than 12 months maturity 1.02 0.45

(g) Credit card slips on hand 0.76 -

Total 8.81 14.91

Particulars


Note 18 Short term Loans & Advances



Unsecured, Considered Good

(a) Security Deposits for Premises 10.56 37.32 (b) Security Deposits Other 0.14 - (c) Loans and Advances to Staff 0.14 0.37 (d) Advances to creditors 3.93 2.99 (e) Balance with statutory / Government authorities 6.18 5.77 (f) Advance Payment Of Taxes - Net Of Provision 4.64 1.03 (g) Prepaid expenses 0.96 0.73 (h) Other Receivable 0.25 0.50

26.80 48.71 Unsecured, Considered Doubtful(a)Advances to creditors 1.36 0.44 Less:- Provision for Doubtful Advances 1.36 0.44 \ - - (b) Other receivables 0.25 - Less:- Provision for doubtful recovery 0.25 -

- -

Total 26.80 48.71

Particulars As at

31st March 2015


Note 19 Other Current Assets

Particulars As at 31st March 2014


Unsecured, Considered good

(i) Interest Receivable 0.04 0.19

(ii) Other Receivable 0.96 0.51

1.00 0.70


TRENT HYPERMARKET LIMITED 22Notes forming part of Consolidated Statement of Profit and Loss

Note 20 Revenue from Operations


2014Rs in Crores Rs in Crores Rs in Crores

Sale of products ( Gross ) 815.61 813.53 Less :- VAT 48.02 50.98

767.59 762.55 Other operating revenues(a) Display & Sponsorship Income 18.84 21.16

(b) Commission on sales 0.08 0.11

(c) Discounts & Fees 3.58 2.55

(d) Exchange Fluctuation ( Net ) 0.09 -

(e) Others 7.13 1.75

(f) Rent 0.89 1.80 30.61 27.37

Less : Excise Duty 0.22 0.31

Total 797.98 789.61

Particulars

For the Year Ended 31st March 2015


Note 21 Other Income

For the Year Ended

31st March 2015


2014


(a) Interest on Loans and Advances 1.58 7.40

(b) Interest on Deposits with Bank 0.26 0.17

(c) Profit on sale of Investment 33.31 0.02

(d) Other Income( Full figure in Rs for Previous year is Rs. 8056/-) - 0.00

Total 35.15 7.59

Particulars


Note 22 Employee Benefit Expenses

For the Year Ended

31st March 2015


2014


(a) Salaries, Wages, Bonus, etc. 55.80 52.90

(b) Contribution to Provident, Superannuation and Gratuity Funds 3.74 3.80

(c) Staff Welfare Expenses 2.29 2.42

Total 61.83 59.12

Particulars


Note 23 Finance Cost

For the Year Ended

31st March 2015


2014


(a) Interest on loans from Trent Limited 5.04 2.71

(b) Interest on unsecured Debentures 5.25 7.16

Total 10.29 9.87

Particulars


Note 24 Other Expenses

For the Year Ended

31st March 2015


2014


Packing Materials Consumed 5.00 5.79 Power and Fuel 21.42 26.36 Repairs to Building 7.54 8.30 Repairs to Machinery 7.88 8.84 Repairs Others 1.74 2.57 Rent 33.77 25.90 Rates and Taxes 5.25 5.47 Insurance 0.64 0.40 Advertisement and Sales Promotion 16.61 16.19 Travelling Expenses 2.11 1.87 Professional and Legal Charges 4.08 3.16 Printing and Stationery 0.78 1.01 Bank Charges 4.39 4.35 Postage, Telegrams and Telephones 1.96 2.42 General Expenses 22.35 21.10 Exchange Fluctuation Expenses - 0.20 Retail Business Fees 4.55 10.93 Directors' Fees 0.18 0.06 Loss on Fixed Assets Sold/Discarded (Net) 0.11 1.11 Freight and forwarding charges 8.13 2.66 Advance Written off - 0.12 Provision for doubtful debts and Advances 0.72 0.17 Bad Debts Written off - 0.10 Other receivable written off 0.05 0.06

Total 149.26 149.14

Particulars


Note 25 Exceptional Items

For the Year Ended

31st March 2015


2014


Expenses

Settlement Compensation (Net) - 2.41 Loss on discarded assets (Net of Impairment loss) - 2.30 Dismantling cost ( Refer below Note) 0.20 0.41 Bad debts written off - 0.10 Deposit/advances written off - 0.81 Provision for Impairment of Assets ( Refer below Note) 2.89 - Professional fees paid towards Arbitration 0.09 -

Total 3.18 6.03

Note : -

Particulars

During the year 2013-14, the company has closed one of its store & the expenses/losses incurred in connection with closure of the store and termination of related agreements (net of impairment provided in year 2012-13) have been treated as exceptional items.Further during the year 2014-15, the Company has provided for the estimated impairment and dismantling cost in respect of closure of one of its store which have been treated as exceptional item.

TRENT HYPERMARKET LIMITED 28Notes to consolidated financial statement for the year ended 31st March 2015

CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES

26.1 Basis of preparation of accounts a) The Consolidated Financial Statement have been prepared in accordance with the Accounting Standard-21 (AS-21) " Consolidated Financial Statements"

notified under Companies (Accounts) rule 2014 & referred under section 133 of the Companies Act , 2013 . The Consolidated Financial Statements areprepared by consolidating the accounts of Trent Hypermarket Limited with its Subsidiary , Virtuous Shopping Centres Limited ,CommonwealthDevelopers Limited and Tesco Hindustan Wholesailing Private Limited.

b) Other Significant accounting policies are set out in the Notes to Accounts under the notes " Significant Accounting Policies" of Trent HypermarketLimited, Virtuous Shopping Centres Limited , Commonwealth Developers Limited and Tesco Hindustan Wholesailing Private Limited.

26.2 Income2.1 Sale of goods is recognised on delivery to customers.2.2 Interest income is accounted on accrual basis. 2.3 Sale of services are accounted on accrual basis & are exclusive of service tax.

Note 26

TRENT HYPERMARKET LIMITED 29Notes to consolidated financial statement for the year ended 31st March 2015Note 27

27.01 a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs 4.16 Crores (2013-14 - Rs 5.49 Crores)

c)

27.02 Contingent liabilities (As certified by Management)a) Contingent Liabilities in respect of Sales Tax Demands against which the Company has filed appeals Rs 1.38 Crore ( 2013-14 - 0.07 Crore)b) Contingent Liabilities in respect of Income Tax Demands against which the Company has filed appeals Rs 0.80 Crore ( 2013-14 - 0.18 Crore)c) Contingent Liabilities in respect of service tax maters against which the Company has filed appeals Rs 1.76 Crore (2013-14 - NIL)d) Contingent Liabilities in respect of other maters against which the Company has filed appeals Rs 2.66 Crore (2013-14-1.71 Crores)

27.03


27.04 General Expenses (Note 24) include : in Crores in CroresAuditors' Remuneration -Audit Fees 0.15 0.07Fee For Taxation Matter 0.03 0.02Other services 0.03 0.03Reimbursement of out of pocket expenses( full figure 0.00 0.01

2014-15 2013-14

0.00 0.00

0.00 0.00

27.05 Details on derivative instruments and unhedged foreign currency exposures

(i) There are no forward exchange contracts outstanding as at 31st March 2015.

(ii) The unhedged foreign currency exposure as at 31st March 2015 is as under

Amt in foreign currency

Amt in Rs - crores

Amt in foreign currency

Amt in Rs - crores

468742.17 4.35 216,348.00 2.16 6985.00 0.04 261,270.00 1.57

27.06 Provisions

Rs in CroresCreated /

taken over during the

year

1.20 - 1.20

27.07

* Provision for litigation relates to a petition filed by the Company before Bombay High Court under Essential Commodities Act. The timing of the outflow with regards to the said matter depends on the exhaustion of remedies available to the Company under the law and hence the Company is not able to reasonably ascertain the timing of the outflow.

There are no Micro and Small Enterprises , to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2015. This information as required to be disclosed under the Micro, Small and Medium Enterprise Development Act 2006 has been determined to the extent such parties have been identified

on the basis of information available with the Company. This has been relied upon by the auditors.

Utilised / Reversed during the year

Closing balance as on 31st March 2015

In accordance with Accounting Standard 29 'Provisions,Contingent Liabilities and Contingent Assets', in respect of one of the subsidiary of Company - Tesco Hindustan Wholesailing Private Limited , the particulars of provision as at March 31, 2015 are as follows:

-

Opening Balance as on 1st April 2014.

Auditors remuneration included in capital work in progress of subsidiary of the subsidiary company.

CurrencyPayable GBPPayable USD

Details on derivatives instruments and unhedged foreign currency exposures

As at 31st March 2015 As at 31st March 2014

Audit fees ( full Fig for PY & current year Rs 28090)

Other Services ( Full figure for PY & Current year 33,707)

b) Other commitments- Rs.Nil Crores (2013-14 - Rs.22.72 Crores)

Other notes

Commitments (As certified by Management )

Claims against the company not acknowledged as debts (As certified by the Management) :-Suits filed against the company , Rs 46.69 Crores (2013-14-Rs 46.67 Crores)

for current year Rs 22102/-)

The Finance Act,2007 introduced service tax on "Renting on Immovable Property" with effect from 01st June ,2007.The Company had entered into several agreements with Landlords and Mall owners prior to the introduction of service tax on rent.The Delhi High court through its judgementdated 19th April,2009 had set aside the operation of service tax on rent as ultra vires.In the meanwhile ,the Finance Act,2010 has amended the Finance Act retrospectively with effect from 1st June,2007 levying service tax on "Renting of Immovable Property". This retrospective amendment and applicability on service tax on rent was challenged by Retailers Association of India of which the company is a member .The case is presently before the Supreme court pending disposal.The company has paid and/or adequately provided for service tax on rent upto the period 31st March,2015 under rent/lease agreements in whichit had explicitly assumed the liability of service tax on rent.As per the directions of the Supreme court dated 14th October 2011 the company has deposited Rs 2.04 crores being 50% of the liability under such agreements and for the balance 50% has given surety to the Service Tax Depart-ment.Pending the final Supreme Court judgement interest/penalty if any as may be payable is not presently ascertainable or quantifiable


27.08 RELATED PARTY TRANSACTIONS :

Related parties

8.1 Parties where Control exists

1) Trent Limited - Holding Company (100%) up to 2nd June 2014.2) Trent Limited - Having Joint Control over the Company in terms of As 27 from 3rd June 2014 onwards.3) Tesco overseas Investment Limited :- Having Joint control over the company in terms of As 27 from 3rd June onwards

8.2 Other Related Parties with whom transactions have taken place during the year:

1) Fiora Services Limited - Fellow Subsidiary Company up to 2nd June 2014.

2) Fiora Hypermarket Limited - Fellow Subsidiary Company up to 2nd June 2014

8.3 Directors of the CompanyMr. N.N.Tata

Directors Mr.A.D.CooperMr.P.VenkatesaluMr. Jamshed Daboo.Mr. Mathew Peter EdmondsMr. Trevor John MastersMr. Kevin Paul Grace

8.4 Key Management PersonnelManaging Director Mr. Jamshed Daboo

2014 -15 2013-14Rupees Rupees

in crores in crores8.5 Sales to and Other recoveries from related parties

Trent Limited - Holding Company 0.09 0.48 Trent Limited- As a Joint Venture 1.43 Fiora Hypermarket Limited 17.14

8.6 Purchase/other services from related parties

Fiora Services Limited 0.81 4.91Trent Limited- Holding Company 0.09 0.58Trent Limited- As a Joint Venture 0.82

8.7 Purchase of equity shares of other company's from Related Parties

Trent Limited (Full figure for Previous Year Rs. 19,900/-)- Holding Company 2.35 0.00

8.8 Purchase of debentures of other company's from Related Parties

Trent Limited- Holding Company 20.37

8.9 Sale of Fixed Asset

Trent Limited - Holding Company 0.15Fiora Hypermarket limited 26.83

8.10 Interest/Dividend paid to related parties

Trent Limited - Holding Company 1.71 2.71Trent Limited- As a Joint Venture 3.56

8.11 Sitting fees paid to Directors

Director 0.18 0.06

8.12 Remuneration paid

key managerial personne 2.72 2.05

8.13 Loan taken from

Trent Limited - Holding Company 91.75Trent Limited - As a Joint Venture 10.00

8.14 Issue of Equity Shares

Trent Limited - As a Joint Venture 149.96 Tesco overseas Investment Limited 849.95

8.15 Redemption of Preference Shares

Trent Limited - as a Joint Venture 149.29

8.16 Loan outstanding as on 31.03.2015

Trent Limited - 97.50

8.17 Outstanding balance as on 31.03.2015due to company

Trent Limited 0.12Fiora Hypermarket Limited N.A 0.05

8.18 Outstanding balance as on 31.03.2015payable by Company

Fiora Services Limited N.A 0.02Trent Limited 0.13 1.48

8.19 Guarantee availed as on 31.03.2015


8.20 Loan Repaid to



27.09 EARNINGS PER SHARE (EPS) :

2014-15 2013-14

(a) Weighted Average Number of shares outstanding 120,026,528 73,420,790 during the year.

(b) Net Profit/(Loss) after tax available for Equity Share Holders ( Rupees in Crores) (84.31) (69.39)

(c) Earnings Per Share (Rs.) Face value of Rs.10/- Basic & Diluted (7.02) (9.45)

27.10

27.11

27.12

27.13

27.14

27.15

Opening Balance as on 1st April 2014 Created during the year March 31, 2015

- 2.89 2.89

In accordance with Accounting Standard 28 'Impairment of Assets', the particulars of impairment provision as at March 31, 2015 are as follows:

Utilised / reversed during the year

-

Consequent to definitive agreements regarding investment in Company by Tesco Overseas Investment Limited ('TOIL'), During the year TOILhas subscribed to equity shares of Company & also purchased additional equity shares of Company from Trent limited resulting in the Companybecoming a 50:50 Joint Venture of Trent Limited & TOIL.During the year, the Company has acquired 420,816,667 Equity shares of Rs 10 each of Tesco Hindustan Wholesailing Private Limited (THWPL) through share purchase agreement with Tesco Mauritius Holdings Ltd. As a result, THWPL has became wholly owned subsidiary of theCompany.

During the year , the company has adopted the revised useful life of fixed asset as per schedule II of the Companies Act, 2013. Accordingly the opening written down value of fixed assets are being depreciated over their balance revised useful life.In respect of fixed assets whose useful life has expired as on 31st March 2014 , the opening wdv of Rs 1.51 Crores has been adjusted to opening balance of retained earnings, net of deferred tax.

During the year,the Company has acquired 10,94,229 Equity shares of Rs 10 each and 1,89,89,110 Debentures of Rs 10 each of VirtuousShopping Centres Limited ( VSCL) from Trent Limited. As a result , VSCL became wholly owned subsidiary of the Company.

The Board of Directors of Company at its meeting held on 14th January 2015, has approved a scheme of Amalgamation and Arrangement ( The Scheme) of Tesco Hindustan Wholesailing Private Limited ( THWPL) , Virtuous Shopping Centres Limited ( VSCL) with the Company. The appointed date for the merger is 1st February 2015. As THWPL and VSCL are wholly owned subsidiaries of the Company , no shares of Company will be issued and alloted pursuant to the proposed scheme.The scheme is subject to the requisite approval of the members and /or creditors as may be directed by the Highcourts of Judicature at Karnataka and Bombay and subject to all such requisite approvals from the relevent regulatory authorities and sanction of the Highcourts of Judicature at Karnataka and Bombay. Accordingly no effect has been given in accounts.


27.16 Statement showing shares of entities in Consolidated Net Assets and Consolidated Profit and Loss account

Name of the entity in the

As % of Amounts consolidated net assets

Amount( Rs in Crores)

As % of Amounts consolidated profit or loss

Amount( Rs in Crores)

Parent Trent Hypermarket Limited 99.46% 807.55 105.48% (88.93) Subsidiaries Indian 1) Virtuous Shopping Centeres Limited ‐0.29% (2.32) 8.90% (7.50) 2) Tesco Hindustan Wholesaling Pvt Ltd 18.44% 149.75 ‐13.77% 11.61 Subsidiaries Total 18.16% 147.43 ‐4.87% 4.11

Minority Interests in all subsidiaries Nil Nil Nil Nil Adjustment on account of consolidation ‐17.62% ‐143.07 ‐0.60% 0.51 Total 100.00% 811.91 100.00% ‐84.31

27.17

27.18 There are no amounts due & outstanding to be credited to investor education & protection fund.27.19

Signatures to notes on financial statement & other notes


For N. M. RAIJI & CO., Jamshed Daboo Chartered AccountantsRegistration No. 108296W

CA.Y. N. THAKKAR Partner Sanjay Gupta

Membership No. 33329 Company Secretary & Chief Financial OfficerMumbaiDate:-22.05.2015 Mumbai, May 22, 2015

Net Assets, i.e, total assets minus total liabilities Share in profit or Loss



Loss/(gain) on foreign exchange fluctuation (Net) debited to Statement of Profit & Loss amounted to Rs (0.09) Crore (2013-14:- Rs -0.20 Crore)

Previous year's figures have been regrouped / reclassified wherever necessary.


Managing Director N.N Tata - Chairman

TRENT HYPERMARKET LIMITED 33 Consolidated Cashflow Statement for the year ended 31st March 2015

Sr. No. PARTICULARS Rs. In Crores Rs. In Crores Rs. In Crores

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/ (Loss) before Taxes and Exceptional Items (57.85) (63.88) Adjustments for : Depreciation 19.70 13.38 Interest Expenses 10.29 9.87 Interest Income (1.85) (1.93) Profit on sale of Investment (33.31) (0.02) Rent Equilisation Income - 0.05 Provision for doubtful debts 0.72 0.17 Provision for doubtful advances - - Bad debts written off - 0.06 Other receivable written off 0.05 0.10 Vendor balances written back (3.64) (0.44) Advance written off 0.12 Foreign Exchange Fluctuation Expenses (0.09) 0.20 (Profit)/Loss on Fixed Assets sold/discarded (Net) 0.11 1.11

(8.02) 22.67 Exceptional Items Settlement compensation (2.41) Professional fees towards arbitration (0.09) Dismantelling Cost (0.20) (0.41)

(0.29) (2.82)

Operating Profit Before Working Capital Changes - (66.16) (44.03) Adjustments for : (Increase)/Decrease in Inventories (12.94) 0.61 (Increase)/Decrease in Trade receivable 7.74 0.59 (Increase)/Decrease in shortterm loans & advances 29.42 2.26 (Increase)/Decrease in longterm loans & advances (27.80) (13.95) (Increase)/Decrease in other current assets (0.45) 0.79 (Increase)/Decrease in other non current assets 0.40 (0.75) Increase/(Decrease) in Trade payable (0.91) (3.10) Increase/(Decrease) in other current liabilities (5.73) 8.06 Increase/(Decrease) in longterm liabilities 0.02 0.02 Increase/(Decrease) in shortterm provision 0.32 0.45 Increase/(Decrease) in longterm provision 0.89 0.20

(9.04) Cash generated from operations (75.20) (48.85)

Direct Taxes (Paid )/Refund (0.58) (0.58) 0.79

Net Cash from Operating Activities (75.78) (48.06)

B CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets/CWIP (20.22) (34.50) Sale of Fixed Assets 23.80 0.22 Purchase of investment ( full figure for previous Year Rs 19,900) (1,762.74) - Sale of investment 1,088.44 1.77 Interest Received 0.28 0.76

Net cash used in Investing Activities (670.44) (31.75)

C CASH FLOW FROM FINANCING ACTIVITIES Loan taken from Trent Limited 10.00 91.75 Loan repaid to Trent Limited (107.50) (5.00)

Issue of shares net of expenses 998.76 - Preferance shares redemption (149.29) - Interest Paid (11.97) (9.07)

Net cash from Financing Activities 740.00 77.68

Net increase in cash & cashequivalents (6.22) (2.13) Opening Cash & Cash Equivalent 14.91 16.28 Add:- Addition on consolidation of Tesco Hindustan wholesailing PvLtd as a subsidiary 0.12 - Add:- Addition on consolidation of Virtuous Shopping Centres Limitedas a subsidiary. 0.76

- Closing Cash and Cash Equivalents 8.81 14.91

(0.00) 0.01

in Note No 17 on Page No 19 to the Balance Sheet .

As per our report attached For and on behalf of the Board,


CA.Y.N.THAKKAR Sanjay Gupta Partner Company Secretary & Chief Financial Officer Membership No. 33329 Mumbai, May 22, 2015Mumbai, Date:-22.05.2015

N.N Tata -Chairman



2)Previous Year figures have been regrouped wherever necessary 3)Cash and Cash equivalent consist of Cash on hand and balance with banks as detailed

For the Year Ended 31st March 2015 For the Year Ended 31st March 2014

Note: 1)All figures in brackets are outflows