The Directors present their Fifty Ninth Annual Report together with the
 Audited Statement of Accounts for the year ended 31st March 2011.
 
 1.  Financial Results              2010-2011                 2009-2010
                                   Rs. Crores                Rs. Crores
 
 Total Income                          768.14                   610.00
 
 Profit before tax                      60.34                    49.85
 
 Less: Provision for taxation           17.31                     9.63
 
 Profit after tax                       43.03                    40.22
 
 Add: Balance brought forward 
 from previous year                     37.27                    20.54
 
 Balance transferred on 
 Amalgamation                              -                      0.72
 
 Balance available for 
 Appropriations                        80.30                     61.48
 
 Appropriations
 
 Proposed Dividend on:
 
 Equity Shares                         15.04                    13.02
 
 Preference Shares                      0.01                   0.0001
 
 Dividend Paid on Equity Shares         0.01                       -
 
 Tax on dividend                        2.45                    2.16
 
 Transfer to Debenture Redemption 
 Reserve                                5.00                    5.00
 
 Transfer to General Reserve            5.00                    4.03
 
 Balance carried forward               52.79                   37.27
 
                                       80.30                   61.48
 
 Income for the year at Rs.768.14 crores increased by 26% from the
 previous years Rs.610.00 crores, while profit after tax for the year
 at Rs.43.03 crores increased by 7% from the previous years Rs.40.22
 crores.
 
 2.  Right Issue of Cumulative Compulsorily Convertible Preference
 Shares
 
 The Company had issued Cumulative Compulsorily Convertible Preference
 Shares (CCPS) on a Right basis to the Members of the Company,
 comprising of 44,51,414 CCPS Series A and 44,51,414 CCPS Series B
 aggregating to Rs.489.66 crores. Each CCPS of face value of Rs.10 has
 been issued at a premium of Rs.540 each.
 
 One CCPS Series A will be compulsorily and automatically converted into
 One fully paid-up Equity Share of Rs.10 each on 1st September 2011 and
 One CCPS Series B will be compulsorily and automatically converted into
 One fully paid-up Equity Share of Rs.10 each on 1st September 2012.
 Both the CCPS Series A and B are traded on the Bombay Stock Exchange
 Limited and the National Stock Exchange of India Limited.
 
 3.  Dividend
 
 The Board of Directors recommend payment of dividends, subject to the
 approval by the Members at the Annual General Meeting:
 
 (i) 0.1% Redeemable Preference Shares
 
 The Board of Directors recommend the payment of a Dividend @ 0.1% for
 the year ended 31st March 2011 on the 70,000 Redeemable Preference
 Shares of Rs.1000 each allotted on 26th March 2010.
 
 (ii) 0.1% Cumulative Compulsorily Convertible Preference Shares(CCPS)
 Series A
 
 The Board of Directors recommend the payment of a Dividend @ 0.1% per
 annum on CCPS Series A of Rs.10 each, from the date of allotment i.e.
 28th August 2010 and upto the date on which the CCPS Series A are
 compulsorily and automatically converted into fully paid equity shares
 of Rs.10 each i.e. on 1st September 2011.
 
 (iii) Equity Shares
 
 The Board of Directors recommend the payment of a Dividend @ 75 % i.e.
 Rs.7.50 per equity share on 2,00,56,877 Equity Shares of Rs.10 each for
 the year ended 31st March 2011 (previous year @ 65% i.e. Rs.6.50 per
 share on 2,00,35,052 Equity Shares of Rs.10 each). This represents a
 pay-out ratio of 41% of the profit after tax.
 
 4.  Management Discussion and Analysis
 
 A separate section on Management Discussion and Analysis (MD&A) is
 included in the Annual Report as required in Clause 49 of the Listing
 Agreement with the Bombay Stock Exchange Limited and the National Stock
 Exchange of India Limited. The MD&A includes discussion on the
 following matters within the limits set by the companys competitive
 position: industry prospects and developments, opportunities and risks,
 the performance of key retail formats and the material operating
 subsidiaries, outlook for the business, risks and concerns, internal
 control systems & their adequacy and discussion on financial
 performance.
 
 5.  Subsidiaries
 
 a) Key operating subsidiaries
 
 Details on the performance of the two key operating subsidiaries of the
 Company viz., Trent Hypermarket Limited (Star Bazaar - Hypermarket
 business) and Landmark Limited (books, music, gaming and gifts
 business) is included in the MD&A.
 
 b) Optim Estates Private Limited
 
 Optim Estates Private Limited, a wholly owned subsidiary of the Company
 has been amalgamated with another wholly owned subsidiary, Trent
 Hypermarket Limited, pursuant to a Scheme of Amalgamation approved by
 the Honble High Court of Judicature at Bombay with effect from 1st
 April 2009.
 
 c) Fiora Services Limited
 
 Fiora continues to render various services to the Company in terms of
 sourcing activities, warehousing, distribution, clearing and
 forwarding. The services have been improved recently to help reduce
 turnaround time.
 
 The other subsidiaries of the Company continue to support primarily the
 Companys real estate needs etc.
 
 d) Subsidiary Accounts
 
 The Ministry of Corporate Affairs vide its circular dated 8th February
 2011 granted general exemption to Holding Companies from attaching the
 annual accounts of its subsidiary companies subject to certain
 conditions.
 
 Accordingly the said documents are not attached to the Balance Sheet of
 the Company. A statement containing financial details of the Companys
 subsidiaries is included in the consolidated balance sheet in the
 Annual Report. The Annual Accounts of the subsidiary companies and the
 related detailed information will be made available to the members of
 the holding and subsidiary companies seeking such information at any
 point of time. Further, the Annual Accounts of the subsidiary companies
 will also be kept open for inspection by any member at the Registered
 Office of the Company, the Corporate Office of the Company and also at
 the Registered Offices of the subsidiary companies.
 
 6.  Employees Stock Options
 
 The Board of Directors on 22nd June 2010 had approved the allotment of
 21,825 Equity Shares to certain employees of the Company who had been
 granted Stock Options under the Companys Employees Stock Option
 Scheme approved earlier by the members of the Company. Consequent upon
 which the paid up equity share capital of the Company has increased to
 Rs.20.06 crores.
 
 The proportionate amortization cost for the year amounting to Rs.0.23
 crore has been debited to the Profit and Loss Account. There were no
 stock options outstanding as on 31st March 2011.
 
 7.  Quality Initiatives
 
 The Company participates in the Tata Business Excellence Model (TBEM),
 which emphasizes quality, leadership, strategic planning, customer
 orientation and services, process orientation, human relations,
 shareholder value and commitment to community development.
 
 8.  Corporate Sustainability
 
 Corporate Sustainability at Trent integrates economic progress,
 environmental concerns and social commitment.
 
 As a retail organization, having a trained talent pool with a strong
 orientation for customer service is very important to business. Trent
 decided to address this challenge by tapping into the huge pool of
 
 talent available from the underprivileged sections of society. This
 initiative called Saksham (Sanskrit for capable) was pioneered, that
 aims to enhance the employability skills and provide gainful employment
 to these sections of society. In 2010-11, this initiative has yielded
 395 employable aspirants out of which, 361 have gained employment so
 far.
 
 This programme supports our affirmative action policy that encourages
 and recognizes equal employment opportunity to underprivileged sections
 of society.
 
 We understand our responsibility as a good corporate citizen to help
 strengthen the communities in which we live and work. We encourage our
 employees to become involved in the communities by lending their
 voluntary support by conducting knowledge sharing sessions to the
 Saksham programme. These programmes enrich the quality of life and
 opportunities for all.
 
 As every year a special fund is created from the sale of Diyas and
 Stars from our stores during Diwali and Christmas respectively. This
 year 27 projects that were aligned with our areas of concern- Child :
 Education and Nutrition of NGOs across our stores are being supported.
 
 9.  Corporate Governance
 
 A separate section on Corporate Governance is included in the Annual
 Report along with the certificate from the Companys Auditors
 confirming compliance with conditions on Corporate Governance as
 stipulated in Clause 49 of the Listing Agreements with the Bombay Stock
 Exchange Limited and the National Stock Exchange of India Limited.
 
 10.  Green Initiatives
 
 The Ministry of Corporate Affairs has recently permitted Companies to
 send notices/documents including Annual Reports to Members by email.
 All Members are sincerely requested to register their email addresses
 with their respective depository participants in case of shares held
 electronically and with the Share Transfer Registrars viz., TSR
 Darashaw Limited in case the shares held physically.  This is an
 opportunity for the Members to extend their role as responsible
 citizens and contribute towards a Green Environment.
 
 11.  Directors Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors,
 based on the representations received from the Operating Management,
 confirm that:
 
 i. in the preparation of the annual accounts, the applicable accounting
 standards have been followed and that there are no material departures;
 
 ii. they have, in the selection of accounting policies, consulted the
 Statutory Auditors, and have applied them consistently, and made
 judgments and estimates that are reasonable and prudent so as to give a
 true and fair view of the state of affairs of the Company at the end of
 the financial year and of the profit of the Company for that period;
 
 iii. they have taken proper and sufficient care, to the best of their
 knowledge and ability, for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956,
 for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 iv.  they have prepared the annual accounts on a going concern basis.
 
 12.  Directors
 
 Mr. N. N. Tata resigned as the Managing Director of the Company
 consequent upon his appointment as the Managing Director of another
 Tata company. The Board considering his vast experience in the retail
 business appointed Mr.Tata as an Additional Director and designated him
 Vice Chairman of the Company with effect from 19th August 2010. He
 holds office upto the date of the forthcoming Annual General Meeting
 and the Company has received a notice from a member intending to
 propose the candidature of Mr.Tata as a Director of the Company.
 
 The Board on 27th September 2010 had appointed Mr. B. Bhat as an
 Additional Director of the Company.  He holds office upto the date of
 the forthcoming Annual General Meeting and the Company has received a
 notice from a member intending to propose the candidature of Mr. Bhat
 as a Director of the Company.
 
 The Board on 11th May 2011 had appointed Mr. S. Susman as an Additional
 Director of the Company. He holds office upto the date of the
 forthcoming Annual General Meeting and the Company has received a
 notice from a member intending to propose the candidature of Mr. Susman
 as a Director of the Company.
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. A. D. Cooper is liable to
 retire by rotation and is eligible for re-appointment.
 
 Brief particulars of the above Directors are annexed to the Notice of
 the Annual General Meeting in accordance with the Listing Agreement
 entered with the Stock Exchanges.
 
 The Board of Directors has appointed Mr. P. N. Auld, Chief Executive
 Officer as a ‘Manager of the Company pursuant to the provisions of the
 Companies Act, 1956, for a period of three years w.e.f.  1st May 2011.
 Members approval is sought for his appointment and the payment of
 remuneration which may be in excess of the limits prescribed under the
 Companies Act, 1956, as mentioned in Item No.11 of the Notice of the
 Annual General Meeting. The appointment and remuneration is also
 subject to the approval of the Central Government.
 
 13.  Auditors
 
 The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, retire and
 are eligible for reappointment.  It is proposed to reappoint the
 Auditors to hold office up to the conclusion of the Annual General
 Meeting for the year ending 31st March 2012.
 
 14.  Statutory Information
 
 A.  Fixed Deposits
 
 During the year under review, the Company has not accepted any fixed
 deposit from the public.  As on 31st March 2011 there were no deposits
 which were unclaimed and due for repayment.
 
 B.  Particulars of employees
 
 The particulars of employees as required to be disclosed in accordance
 with the provisions of Section 217(2A) of the Companies Act, 1956, and
 the Companies (Particulars of Employees) Rules, 1975, as amended, are
 annexed to the Directors Report. However, as per the provisions of
 Section 219 (1)(b)(IV) of the Companies Act, 1956, the Report and the
 Accounts are being sent to
 
 all members of the Company excluding the aforesaid information. The
 aforesaid information is also available for inspection at the
 Registered Office of the Company. Any member interested in obtaining
 such particulars may write to the Company Secretary.
 
 C.  Conservation of Energy, Technology and Foreign Exchange
 
 The information required under Section 217 (1)(e) of the Companies Act,
 1956, is not applicable to the Company.
 
 However the Company consciously makes all efforts to conserve energy
 across all its operations.  Foreign Exchange earnings and outgo are
 stated on page 70 in the notes to the Balance Sheet and Profit and Loss
 Account. The Company earned Rs.13.10 crores in foreign currency from
 retail sales through International credit cards.
 
 15. Acknowledgements
 
 The Board wishes to place on record their sincere appreciation for the
 continued support which the Company has received from its customers,
 suppliers, shareholders, promoters, bankers, group companies and above
 all, its employees.
 
                                  On behalf of the Board of Directors
 
                                       F. K. Kavarana Mumbai, 
                                       25th May 2011 Chairman