Trent : Shareholders meeting

23rd December 2022

To	To
Listing Department	Listing Department
The National Stock Exchange of India	BSE Limited
Limited	Phiroze Jeejeebhoy Towers,
Exchange Plaza,	Dalal Street,
Bandra-Kurla Complex, Bandra (East),	Mumbai 400001
Mumbai 400051	Scrip Code: 500251
Symbol: TRENT
To	To
National Securities Depository Limited	Central Depository Services (India)
Trade World, 4th Floor,	Ltd.
Kamala Mills Compound,	Marathon Futurex, A-Wing, 25th floor,
Senapati Bapat Marg, Lower Parel,	NM Joshi Marg, Lower Parel,
Mumbai 400013	Mumbai 400013

Dear Sir / Madam,

Sub: Notice of Postal Ballot

Pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed herewith is a copy of the Postal Ballot Notice dated 19th December 2022 which is being sent to the Members of the Company along with the Postal Ballot form for their approval.

The Postal Ballot Notice and the Postal Ballot form will also be made available on the Company's website at www.trentlimited.com.

This is for your information and records.

Thanking You,

Yours faithfully,

For Trent Limited

MEHERNOSH MIRZBAN SURTI

Digitally signed by

MEHERNOSH MIRZBAN SURTI

Date: 2022.12.23 10:30:07 +05'30'

M. M. Surti

Company Secretary

1. TSR Consultants Private Limited Encl.: as above

NOTICE OF POSTAL BALLOT

Dear Members,

NOTICE is hereby given pursuant to Section 110 of the Companies Act, 2013 ("Act") and other applicable provisions, if any, of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ('SS-2'), each, as amended from time to time, that the Resolution appended below is proposed to be passed by the Members of Trent Limited (the "Company") by way of Postal Ballot including voting by electronic means ("e-voting").

An Explanatory Statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the Resolution setting out the material facts and the reasons thereof, is appended along with a Postal Ballot Form. Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company, has appointed Mr. P. N. Parikh (Membership No. FCS 327 CP 1228) and failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331 CP 9511) and failing him Ms. Sarvari Shah (Membership No. FCS 9697 CP 11717) of Parikh & Associates, Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot and e-voting process in a fair and transparent manner.

The Members are requested to carefully read the instructions indicated in the Notice and printed overleaf of the Postal Ballot Form and record their assent (for) or dissent (against) in the Postal Ballot Form and return the same, in original duly completed and signed, in the enclosed postage prepaid self-addressed business reply envelope, so as to reach the Scrutinizer, on or before

5.00 p.m. (IST) on Tuesday, 24th January 2023. Postal Ballot Forms received after that date will be strictly treated as if no reply from such Member has been received.

In compliance with the provision of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Rules and Regulation 44 of the SEBI Listing Regulations, the Company has engaged the services of National Securities Depository Limited ("NSDL") for the purpose of providing remote e-voting facility to its Members to enable them to cast their votes electronically on or before 5.00 p.m. (IST) on Tuesday, 24th January 2023. Members are requested to follow the procedure as stated in the Notes.

Upon completion of the scrutiny of the Postal Ballot Forms and votes cast through e-voting in a fair and transparent manner, the Scrutinizer will submit his report to the Chairman or any person authorized. The results of the Postal Ballot will be announced not later than two working days of conclusion of the voting through Postal Ballot. The said results would be displayed on the Notice Board at the Registered Office of the Company, intimated to National Stock Exchange of India Limited and BSE Limited where the shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website www. trentlimited.comand on the website of National Securities Depository Limited (NSDL) www.evoting.nsdl.com.

SPECIAL BUSINESS:

Material Related Party Transaction(s) between the Company and Trent Hypermarket Private Limited, a Joint Venture Company

To consider and, if thought fit, to pass the following resolution as anOrdinary Resolution:

"RESOLVED THAT pursuant to the provisions of Regulations 2(1)(zc), 23(4) and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, Section 2(76) and other applicable provisions of the Companies Act, 2013 ("Act") read with the Rules framed thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and other applicable laws / statutory provisions, if any, the Company's Policy on Related Party Transactions as well as subject to such approval(s), consent(s) and/or permission(s), as may be required and based on the recommendation of the Audit Committee, consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the 'Board', which term shall be deemed to include the Audit Committee or any other Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this Resolution) to the Material Related Party Transaction(s) / Contract(s) / Arrangement(s) / Agreement(s) entered into / proposed to be entered into (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise), as mentioned in detail in the Explanatory Statement annexed herewith, between the Company and Trent Hypermarket Private Limited ("THPL"), a Joint Venture Company and accordingly a 'Related Party' of the Company, on such terms and conditions as may be mutually agreed between the Company and THPL, for an aggregate value not exceeding ` 700 Crores during the financial year 2022-23, subject to such transaction(s) / contract(s) / arrangement(s) / agreement(s) being carried out at an arm's length pricing basis and in the ordinary course of business.

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RESOLVED FURTHER THAT the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including but not limited to, finalizing the terms and conditions, methods and modes in respect of executing necessary documents, including contract(s) / arrangement(s) / agreement(s) and other ancillary documents; seeking necessary approvals from the authorities; settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions from powers herein conferred; and delegate all or any of the powers herein conferred to any Director, Chief Financial Officer, Company Secretary or any other Officer / Authorised Representative of the Company, without being required to seek further consent from the Members and that the Members shall be deemed to have accorded their consent thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this Resolution, be and is hereby approved, ratified and confirmed in all respect."

	By Order of the Board of Directors
	M. M. Surti
Mumbai, 19th December 2022	Company Secretary
Registered Office:
Bombay House, 24, Homi Mody Street,
Mumbai - 400 001
Tel: [phone]
Email id - [e-mail]; Website - www.trentlimited.com
Corporate Identity Number (CIN): L24240MH1952PLC008951

NOTES:

1. A relevant statement pursuant to the provisions of Section 102 of the Companies Act, 2013 ("Act") setting out material facts relating to the proposed Resolution is annexed hereto.
2. This Notice along with the Postal Ballot Form is being sent by electronic mode to those Members, whose e-mail addresses are registered with the Company/ Depositories, unless any Member has registered or requests for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent to them by the permitted mode. Members may note that this Notice will be available on the Company's website, www.trentlimited.comand on the website of National Securities Depository Limited (NSDL) www.evoting.nsdl.com.
3. Voting rights will be reckoned on the paid-up value of shares registered in the name of the Members on Friday, 9th December 2022 (Cut-Off Date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes by Postal Ballot or e-voting.
4. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company is pleased to provide voting by electronic means ("e-voting") facility to the Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL to provide e-voting facility to its Members.
5. Members can opt for only one mode of voting i.e. either Postal Ballot Form or e-voting. In case any Member casts his votes both by Postal Ballot and e-voting, the votes cast through e-voting shall prevail and the votes cast through Postal Ballot Form shall not be considered.
6. The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for receipt of duly completed Postal Ballot Form or e-voting i.e. Tuesday, 24th January 2023. Further, Resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a duly convened General Meeting of the members.
7. A member cannot exercise his vote by proxy on a Postal Ballot.
8. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.
9. Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their requests to [e-mail] their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID between the period Monday, 26th December 2022 to Tuesday, 24th January 2023. Voting by Postal Ballot, in the physical form or e-voting, can be exercised only by the Member or his/her duly constituted attorney or in case of bodies corporate, the duly authorized person with the proof of their authorization.

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10. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes either through physical postal ballot or by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

11. Members desiring to exercise their vote by physical Postal Ballot are requested to carefully read the instructions printed overleaf on the Postal Ballot Form and return the said Form duly completed and signed, in the enclosed postage prepaid self-addressed business reply envelope to the Scrutinizer, so that it reaches the Scrutinizer not later than 5.00 p.m. (IST) on Tuesday, 24th January 2023. The postage will be borne by the Company. However, envelopes containing Postal Ballot Forms, if sent by courier or registered / speed post or deposited personally at the address given on the self-addressed business reply envelope, at the expense of the Members will also be accepted. If any Postal Ballot Form is received after 5.00 p.m. (IST) on Tuesday, 24th January 2023, it will be considered that no reply from the Member has been received.

12. Members who have received the Postal Ballot Notice by e-mail and who wish to vote through Physical Form may download the Postal Ballot Form attached in the e-mail or from the link www.evoting.nsdl.com or from the Company's website www.trentlimited.comand send the duly completed and signed Postal Ballot Form to the Scrutinizer so as to reach on or before 5.00 p.m. (IST) on Tuesday, 24th January 2023.

13. In case a Member is desirous of obtaining duplicate Postal Ballot Form, the Member may write to the Company on [e-mail] at its registered office or download the Postal Ballot Form from the Company's website, www.trentlimited.comor from the website of NSDL, www.evoting.nsdl.com.

14. The instructions for e-voting are as under:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
• Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders	a)	Existing IDeAS user can visit the e-Services website of NSDL Viz.
holding securities in		https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services
demat mode with NSDL.		home page click on the "Beneficial Owner" icon under "Login" which is available under
		'IDeAS' section. This will prompt you to enter your existing User ID and Password. After
		successful authentication, you will be able to see e-Voting services under Value added
		services. Click on "Access to e-Voting" under e-Voting services and you will be able to see
		e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you
		will be re-directed to e-Voting website of NSDL for casting your vote during the remote
		e-Voting period.
	b)	If you are not registered for IDeAS e-Services, option to register is available at
		https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at
		https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	c)	Visit the e-Voting website of NSDL. Open web browser by typing the following
		URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once
		the home page of e-Voting system is launched, click on the icon "Login" which is available
		under 'Shareholder/Member' section. A new screen will open. You will have to enter your
		User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and
		a Verification Code as shown on the screen. After successful authentication, you will be
		redirected to NSDL Depository site wherein you can see e-Voting page. Click on company
		name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website
		of NSDL for casting your vote during the remote e-Voting period.
	d)	Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by
		scanning the QR code mentioned below for seamless voting experience.

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Type of shareholders	Login Method
Individual Shareholders	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in	user id and password. Option will be made available to reach e-Voting page without any
demat mode with CDSL	further authentication. To login on Easi / Easiest, the users are requested to visit CDSL
	website www.cdslindia.comand click on login icon & New System Myeasi Tab and then
	use your existing my easi username & password.
	2. After successful login the Easi / Easiest user will be able to see the e-Voting option for
	eligible companies where the evoting is in progress as per the information provided by
	company. On clicking the evoting option, the user will be able to see e-Voting page of
	the e-Voting service provider for casting your vote during the remote e-Voting period.
	Additionally, there are also links provided to access the system of all e-Voting Service
	Providers, so that the user can visit the e-Voting service providers' website directly.
	3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website
	www.cdslindia.comand click on login & New System Myeasi Tab and then click on
	registration option.
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account
	Number and PAN No. from a e-Voting link available on www.cdslindia.comhome page.
	The system will authenticate the user by sending OTP on registered Mobile & Email as
	recorded in the Demat Account. After successful authentication, user will be able to see
	the e-Voting option where the e-voting is in progress and also able to directly access the
	system of all e-Voting Service Providers.
Individual Shareholders	You can also login using the login credentials of your demat account through your Depository
(holding securities in	Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be
demat mode) login	able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL
through their depository	Depository site after successful authentication, wherein you can see e-Voting feature. Click on
participants	company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting
	website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in	Members facing any technical issue in login can contact NSDL helpdesk by
demat mode with NSDL	sending a request at [e-mail] call at toll free no.: 1800 1020
	990 and 1800 22 44 30
Individual Shareholders holding securities in	Members facing any technical issue in login can contact CDSL helpdesk
demat mode with CDSL	by sending a request at [e-mail] contact at toll
	free no. 1800 22 55 33

1. Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
   Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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