Shoppers Stop Ltd Directors Report

To the Members,

Your Board of Directors present the 27th Annual Report ("Annual Report") of Shoppers Stop Limited on the business and operations of the Company together with the Audited Financial Statements, for the financial year ended March 31, 2024 ("the year under review" or "the year" or "FY 2023-24"). The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

This report is in accordance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations").

Financial Performance – An Overview

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Retail Turnover
Own merchandise – Gross of tax	4,465.26	4,207.34
Less: Goods and Service Tax	527.34	502.28
	3,937.92	3,705.06
Other Retail Operating Revenue	275.24	293.30
Revenue from Operations	4,213.16	3,998.36
Other Income	55.70	56.07
Total Income	4,268.86	4,054.43
Profit / (Loss) before Interest, Depreciation, Tax & Exceptional Items	767.25	754.87
Less: Depreciation	436.12	381.60
Less: Finance costs	223.56	209.15
Profit / (Loss) before Tax & Exceptional Items	107.57	164.11
Exceptional Items	6.49	2.00
Profit / (Loss) before Tax	101.08	162.11
Less: Provision for Tax	27.20	42.86
Profit / (Loss) for the year (A)	73.88	119.25
Other comprehensive loss / (income) (B)	(1.06)	(0.27)
Total comprehensive income/(loss) for the year (A)-(B)	72.82	118.98

1. Review of Operations

Your Company remain focused on driving operational excellence and our long-term goal is to increase the overall margins. Your Company has made concerted efforts to further improve and sustain our excellence in customer journey, which is evident with our Loyal Customers contributing 79% of your Companys total sales. With rising affluence, your Companys focus on premiumisation continued to drive ATV by 6% for year on year. Beauty category sustained strong momentum during the year, which saw your Company launching the largest beauty store in the country at Quest Mall, Kolkata.

Despite demand softness in the retail sector, your Company achieved a 5% increase in revenue during the year, reaching 4213.16 Crores. This growth underscores the effectiveness of the Companys sales strategies and customer engagement initiatives. The EBITDA stood at 767.25 for the year under review.

As on March 31, 2024, your Company is spread across 62 cities, it operates 112 departmental stores under the brand Shoppers Stop, 7 premium home concept stores under the brand HomeStop, 87 specialty beauty stores of SSBeauty, M.A.C., Est?e Lauder, Bobbi Brown, Clinique, Jo Malone and Too Faced, 21 airport doors and 22 Intune stores occupying an area of 4.3 million sq. ft.

Key Financial Highlights for FY 2023-24

(i) Your Company continued to deliver robust sales growth during the year, which was broad based with a healthy balance of price, volume and mix. All the Strategic Pillars of your Company have delivered. Your Company continues its sharp focus on robust growth on each one of them and reported highest ever revenue and profitability during the year under review: a) Revenue increased by 5.37% year-on-year to 4,213.16 Crores in FY 2023-24. b) EBITDA increased by 1.64% year-on-year to 767.25 Crores in FY 2023-24. c) Private Brands Mix at 12% with apparel Mix at 17%. Inventory reduced by 56 Crores (25% YoY) d) Beauty Segment, fastest growing category, revenue was up by 8% year- on- year, overall Mix at 18% e) First Citizen member base at 9.9 million, adding 0.8 million members during the year. f) Net Debt of 108 Crores with Investment in Capex 246 Crores.

(ii) Overall Customer visits increased by 8% year-on-year in FY 2023-24. The Average Selling Price (ASP) gained 5% year-on-year and the Average Transaction Value (ATV) improved by 6% year-on-year. The ATV of your Company has consistently grown over the last 12 quarters due to premiumisation.

(iii) Your Company reported a Profit Before Tax (PBT) of 101.08 Crores, during the year against a Profit Before Tax (PBT) 162.11 Crores in the previous year, while Profit After Tax (PAT) was 73.88 Crores against a profit of 119.25 Crores in the previous year. Decline in PBT is due to sustained softness in FY2023-24 and investments in Marketing, Digital, Beauty and our new Baby INTUNE.

Operating Highlights for FY 2023-24 :

(i) Your Companys Store expansion is on track with continued investments in opening new stores and renovation of existing ones. Your Company spent a total of 246 Crores in FY 2023-24 on new and renovation of existing stores. The highlights were as follows: a) 55 stores opened during the year (15 Department, 22 INTUNE, 16 Beauty, 1 HomeStop and 1 Airport) b) 7 Department stores and 5 Beauty stores were renovated during the year. Your Company intends to renovate circa 8 Department stores in FY 2024-25. c) At the end of FY 2023-24, including the new stores opened and renovations done in last five years, 71% of your Companys Department Stores are with new identity. This will increase further to 75% or thereabouts in FY 2024-25.

(ii) Your Companys wholly owned subsidiary, Global SS Beauty Brands Limited ("GSSBL") had entered into Beauty distribution business in the previous year. It has now acquired exclusive distribution rights of 20 International brands which includes LOr?al International Division (LID), Clarins, Earthi and NARS Cosmetics. During the year, GSSBL onboarded 20+ key retailers and 430+ Point of Sales for distribution business and is in the process of onboarding a few more.

(iii) Your Company had launched a fashion for all format under the brand "Intune", which is a 100% private brand.

(iv) With your Companys continued focus on First Citizen Club Members, your Company targeted inactive members during the year leading to incremental sales. Your Company also created Exclusive Customer Engagement experiences such as Mixology, Golfing and Sailing, Farm experience, Grape Stomping and Makeover sessions for its Black card members.

(v) The physical and emotional wellbeing of employees continues to be a top priority for your Company. Your Company initiated various employee engagement activities and introduced employee friendly measures and policies during the year. Your Company has been perennially recognised as one of the Top 10 retailers by "Great Place to Work", which your Company continued even this year.

2. Dividend

In accordance with Regulation 43A of the Listing Regulations, your Company has adopted the ‘Dividend Distribution Policy, which sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its Members and / or retaining profits earned by your Company, from time to time. This Policy is annexed as Annexure I to this report and is also available on the Companys corporate website at https://corporate.shoppersstop.com/wp-content/ uploads/sp-client-document-manager/1/191b878-8de71.pdf.

In view of the carried forward losses and in order to conserve cash, the Board of Directors of your Company ("the Board") is unable to recommend any dividend on equity shares (previous year - Nil).

3. Reserves

There is no amount proposed to be transferred to the Reserves, for the year under review.

4. Subsidiaries, Associates, and Joint Venture

As on March 31, 2024, your Company has four wholly owned subsidiaries, details whereof are as under:

Shoppers Stop.Com (India) Limited (SSCL):

SSCL was incorporated in year 2000 with an objective of advancing the online presence. SSCL posted net loss of 0.13 Crores for the year under review, against a net loss of 0.37 Crores in the previous year. During the year, the SSCLs turnover was 7.80 Crores (previous year 20.53 Crores).

Global SS Beauty Brands Limited (GSSBL) (Formerly known as Upasna Trading Limited)

GSSBL was incorporated in year 1995 as Upasna Trading Limited. During the year under review, (i) the Authorised Capital of the Company was increased to 55 Crores (equity share capital of 5 Crores and preference share capital of 50 Crores), (ii) the Company did a right issue of 3,000 - 0.01% Non-Cumulative Optionally Convertible Preference Shares (‘NOCPS) of 100,000 each, in tranches. (iii) GSSBL is a material wholly owned subsidiary of the Company as per materiality policy of the Company (iv) As per requirement of the Act, and Listing Regulations, GSSBL has appointed Mr. Arun Sirdeshmukh, Independent Director of the Company on the board of GSSBL (v) During the year under review, GSSBL had made investment of 4 Crores in Pahadi Goodness Private Limited (Pahadi Local) (v) GSSBL had entered into Beauty distribution business and during the year under review, acquired exclusive distribution rights of 15+ International brands with include LOr?al International Division (LID), Clarins, Earthi and NARS Cosmetics and many more esteemed brands. It also onboarded 8+ key retailers for distribution business and is in the process of onboarding a few more. (vi) the Company has opened its first store at Select City Mall, New Delhi under brand "NARS".

During the year under review, GSSBL reported net loss of 0.25 Crores, against a net profit of 0.90 Crores in the previous year. During the year its turnover was 95.73 Crores (previous year 14.02 Crores).

The other 2 (two) wholly owned subsidiaries of your Company viz. Shoppers Stop Brands (India) Limited (SSBIL) and Gateway Multichannel Retail (India) Limited; had no operations during the year under review.

Crossword Bookstores Private Limited (Crossword):

In terms of the Share Purchase Agreement (SPA) executed by your Company with M/s. Dinesh Gupta, Aakash Gupta & Family (Owners of Agarwal Business House) (ABH), your Company had agreed to sell the complete stake in Crossword, over a period of three years. Accordingly, your Company had completed the disposal of 90% of its equity stake in Crossword to ABH in the Financial Year 2022-23, as per terms of SPA. Your Company now holds 10% of equity shares in Crossword. Your Company has no joint venture.

A separate statement containing the salient features of the Financial Statement of all above subsidiaries and associates in prescribed format of AOC -1, forms part of this Annual Report.

In accordance with the provisions of Section 136(1) of the Act, the Financial Statements of each of the aforesaid subsidiaries along with related information are available on your Companys corporate website at https://corporate.shoppersstop.com/investors/ annual-report/ and the same are also available for inspection by the Members. The Members desiring inspection / interested in obtaining a copy of the Financial Statements may write at company. secretary@shoppersstop.com to the Company Secretary.

Your Company has adopted a policy for determining material subsidiaries, which is part of the Companys Policy on Related Party Transactions. The same is available on the Companys corporate website at https://corporate.shoppersstop.com/ investors/%20policies/.

5. Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act and Regulation 34 of the Listing Regulations, the Consolidated Financial Statements forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) and Section 133 of the Act.

6. Employees Stock Option Scheme / Plan and Statutory Information Thereon

Shoppers Stop Employee Stock Option Scheme 2008 (ESOP – 2008): The Members at 11th Annual General meeting (AGM) held on July 29, 2008, had approved ESOP-2008 for issuance of the employee stock options (‘‘Options) to the eligible employees of the Company.

Shoppers Stop Employee Stock Option Scheme 2020 (ESOP 2020): The Members had by a special resolution passed by the way of postal ballot (remote e-voting) on December 03, 2020, approved ESOP-2020 for issuance of Options, in one or more tranches, not exceeding 10,00,000 (Ten Lacs) to the eligible employees of your Company. Your Company has received in-principle approval for the same from the two stock exchanges where the Company is listed.

Shoppers Stop Employee Stock Option Scheme 2022 (ESOP 2022): The Members had by a special resolution passed by the way of postal ballot (remote e-voting) on June 04, 2022, approved ESOP-2022 for issuance of Options, in one or more tranches, not exceeding 20,00,000 (Twenty Lacs) to the eligible employees of your Company. Your Company has received in- principle approval for the same from the two stock exchanges where the Company is listed. The ESOP 2008, ESOP 2020 and ESOP 2022 (collectively "ESOP") have been issued with the objective to promote desired behavior among employees for meeting the Companys long-term objectives and enable retention of employees for desired objectives and duration, through a customised approach.

The Nomination, Remuneration & Corporate Governance Committee ("NRCGC") of your Company, inter- alia, administers and monitors ESOP, implemented by your Company in accordance with the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended ("the SEBI Regulations").

During the year under review, your Company has: (i) not granted Options under ESOP -2008 (ii) granted 8,117 Options under ESOP – 2020, to the eligible employees of the Company out of the pool of Options available under the ESOP – 2020. Further 45,915 Options granted under ESOP – 2020 earlier, lapsed during the year under review.

(iii) granted 76,120 ESOPs and 38,060 RSUs (Restricted Stock Units) under ESOP – 2022, to the eligible employees of the Company out of the pool of Options available under the ESOP

– 2022. Further 289,295 ESOPs and 192,372 RSUs granted under ESOP – 2022 earlier, lapsed during the year under review.

Statutory Information on ESOP: The disclosures requirements under the SEBI Regulations, for the aforesaid ESOP Schemes, in respect of the year ended March 31, 2024 are disclosed on the Companys website and can be accessed using the link https://corporate.shoppersstop.com/ investors/annual-report/. The same is further certified by M/s. KP Capital Advisors Private Limited, ESOP Direct, and shall be available for inspection by the Members. The Members desiring inspection may write at company.secretary@shoppersstop. com to the Company Secretary.

A certificate from the secretarial auditors, M/s. Kaushal Dalal & Associates, Practicing Company Secretaries (FCS-7141, CP-7512) is being obtained confirming that the ESOP Schemes has been implemented in accordance with the SEBI Regulations and in accordance with the resolution of the Company, and shall be available for inspection by the Members. The Members desiring inspection may write at company.secretary@shoppersstop. com to the Company Secretary.

7. People

In your Company, our key priority is Health and Safety of our People. In the last three years, your Company has reinforced the importance of being a safe, inclusive and supportive place to work for all its employees. Health and safety of its employees, their families and the people in its extended value chain remained its #1 priority. Your Company continued to nurture a culture in which its people can thrive, become future-fit and bring their best selves to work.

8. Corporate Social Responsibility (CSR)

Your Company remains committed as a good Corporate Citizen to integrate social, environmental and economic concerns in its values and operations, to improve the welfare of the stakeholders and the Society as a whole.

Your Company has in place the CSR Committee, which performs the functions as mandated under the Act and the Rules framed thereunder. The composition of the CSR Committee is detailed in the Corporate Governance Report.

Further, your Board has adopted a Policy on CSR, in terms of the Act and the Rules framed thereunder and in accordance thereof, your Company undertakes activities / projects / initiatives and makes contributions, from time to time. The salient features of the said Policy are outlined in the Corporate Governance Report and the said Policy is made available on the Companys corporate website at https://corporate.shoppersstop.com/ investors/%20policies/ Pursuant to the provisions of Section 135 of the Act and Schedule VII thereto read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the prescribed CSR expenditure for the FY 2023-24 is Nil.

9. Board of Directors & Key Managerial Personnel

I. Non-Independent Directors - Director Retiring by Rotation.

During the year under review, the Members at 26th Annual General Meeting ("AGM") held on July 24, 2023, approved the re- appointment of Mr. Ravi C. Raheja (DIN:00028044) as a Director of the Company, who was due to retire by rotation at the said AGM and being eligible, had offered himself for appointment.

In accordance with the Act and the Articles of Association of the Company, Mr. Neel C. Raheja (DIN: 00029010) is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment as a Director liable to retire by rotation. Accordingly, the re-appointment of Mr. Neel C. Raheja, Non-Executive Director is being placed for the approval of the Members at the ensuing AGM. A brief profile of Mr. Neel C. Raheja along with other related information forms part of the Notice convening the ensuing AGM.

Based on recommendation of NRCGC, the Board, at its Meeting held on April 29, 2024, approved the appointment of Mr. Nirvik Singh (DIN:01570572) as an Additional (Non-Executive Non-Independent) Director of the Company w.e.f April 29, 2024 subject to approval of the Members at the ensuing 27^th AGM of the Company.

Based on Mr. Nirvik Singhs skills, experience and expertise, and considering the immense contributions during his association with the Company as enumerated above, the Board is of the opinion that Mr. Nirvik Singh continued association will be in the best interest of the Company. Accordingly, it is proposed to appoint Mr. Nirvik Singh as a Non-Independent Non-Executive Director w.e.f. April 29, 2024, liable to retire by rotation.

The necessary resolution seeking approval for Mr. Nirvik Singhs appointment as a Non-Executive Non-Independent Directors of your Company is included in the notice of the 27th AGM along with other necessary disclosures required under the Act and the Regulations. The Board recommends the appointment of Mr. Neel C. Raheja and Mr. Nirvik Singh as Non-Executive Directors for approval by Members.

II. Independent Directors

During the year under review, Mr. Christine Kasoulis (DIN: 09365330) resigned as a Non Executive Independent Director and Member of the Audit Committee, Risk Management Committee and NRCGC of the Company with effect from October 18, 2023 and Mr. Nirvik Singh (DIN:01570572) retired as a Non-Executive Independent Director on completion of his second tenure with effect from March 31, 2024 and ceased to be Chairman of the NRCGC with effect from March 31, 2024. The Board places on record its appreciation for the contribution made by them during their tenure as Independent Directors of your Company. Based on recommendation of NRCGC, the Board, at its Meeting held on April 29, 2024, approved the appointment of Mr. Ashish Hemrajani (DIN:00207826) and Ms. Purvi Sheth as (DIN: 06449636) as Additional (Independent) Directors of the Company for a term of 5 (five) years effective April 29, 2024, subject to approval of the Members at the ensuing 27th AGM of the Company. Further, Ms. Purvi Sheth was appointed as a Member of NRCGC of the Company w.e.f April 29, 2024.

The NRCGC held on April 29, 2024 (i) adopted a skill matrix consisting of core skills/expertise/ competencies required to be collectively possessed by the Board in the context of the business of the Company and the vacancy in position, required to be filled; and (ii) based on the description of the role and capabilities identified, evaluated the candidatures of Mr. Ashish Hemrajani and Ms. Purvi Sheth, considering the skills possessed by them. The core skills/expertise/competencies identified, includes industry knowledge / experience, financial skills, governance skills and behavioral competences for Mr. Ashish Hemrajani and governance skills, industry experience and skills in Strategic HR Management for Ms. Purvi Sheth, which would be valuable to the Company.

NRCGC and the Board also considered their time commitments and their educational qualifications, capabilities in specific functional areas, rich professional experience and knowledge.

NRCGC on its evaluation was of the view that Mr. Ashish Hemrajani and Ms. Purvi Sheth fulfil the criteria of skills/expertise/competencies required on the Board and their appointment would be beneficial to the Company and accordingly recommended their appointment. In the opinion of the Board, Mr. Ashish Hemrajani and Ms. Purvi Sheth fulfils the conditions for their appointment as Independent Directors as specified in the Act and the Listing Regulations. They are independent of the management and possesses appropriate skills, experience and knowledge.

The necessary resolutions seeking approval for their appointment as Independent Directors of your Company are included in the notice of the 27th AGM along with other necessary disclosures required under the Act and the Listing Regulations. The Board recommends the appointment of Mr. Ashish Hemrajani and Ms. Purvi Sheth as Independent Directors for approval by Members.

III. Declaration by Independent Directors

Your Company has received necessary confirmations/declarations from each Independent Director of your Company confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations. Based on such confirmations/declaration, in the opinion of the Board, the Independent Directors of your Company fulfil the conditions specified under the Act, the Rules made thereunder and Listing Regulations and are independent of the Management of your Company.

Further, your Company has received declaration from all Independent Directors confirming that they have ensured inclusion of their names in the Independent Directors data bank created and maintained by Indian Institute of Corporate Affairs within stipulated timeframe, as mandated by the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), and ensure compliance of requirements under the said rules.

IV. Executive Directors

Mr. Venu Nair had been re-appointed as the MD & CEO of your Company w.e.f. November 06, 2023 for period of 3 years subject to the approval of the Members of the Company. Mr. Nair however tendered his resignation and ceased to be the MD & CEO of your Company w.e.f August 24, 2023. Based on recommendation of NRCGC, the Board, at its Meeting held on August 24, 2023, approved the appointment of Mr. Kavindra Mishra (DIN:07068041) as an Additional Director and Executive Director & Chief Executive Officer of the Company for a period of 3 (three) years effective September 01, 2023. Further, Mr. Kavindra Mishra‘s appointment was approved by the members of the Company through postal ballot on November 15, 2023. Further, the Board, based on the recommendation of NRCGC, at its Meeting held on April 29, 2024 approved the appointment of Mr. Kavindra Mishra (DIN:07068041) as the Managing Director and Chief Executive Officer of the Company w.e.f. April 29, 2024, subject to approval of the Members at the ensuing 27th AGM of the Company.

The necessary resolution seeking approval for Mr. Kavindra Mishras appointment as Managing Director & Chief Executive Officer of your Company is included in the notice of the 27th AGM along with other necessary disclosures required under the Act and the Regulation. The Board recommends the appointment of Mr. Kavindra Mishra, for approval by Members.

V. Key Managerial Personnel / Senior Management

Save and except for changes in Executive Director as detailed above, during the year under review, there were no changes in the Key Managerial Personnel of the Company. During the year under review, following were the changes in the Senior Management : (i) Mr. Rajan Sharma was appointed as Chief of Private Brands w.e.f November 20, 2023 and (ii) Mr. Ajay Chablani resigned from the position President-Private Brands w.e.f November 30, 2023.

10. Performance Evaluation

In compliance with the relevant provisions of the Act read with the Rules made thereunder and the Listing Regulations, the performance evaluation of the Board as a whole, its specified Statutory Committees, the Chairman of the Board and the Individual Directors was carried out for the year under review.

The evaluation process consisted of structured questionnaires covering various aspects of the functioning of the Board and its committees, such as composition, experience and competencies, performance of specific duties and obligations, governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as contribution of the director at the meetings, strategic perspective or inputs regarding the growth and performance of the Company, etc.

Further, the manner in which the annual evaluation was carried out and the outcome of the evaluation are explained in the Corporate Governance Report.

11. Nomination, Remuneration & Corporate Governance Committee ("NRCGC") and Companys Policy on Nomination, Remuneration, Board Diversity, Evaluation and Succession.

Your Company has in place the NRCGC, which performs the functions as mandated under the Act and the Listing Regulations.

As on date the Committee comprises of three Independent Non-Executive Directors i.e. Ms. Smita Jatia (Chairperson), Mr. Arun Sirdeshmukh, Ms. Purvi Sheth and one Promoter and Non- Executive Director, Mr. Neel C. Raheja.

During the year under review, the following changes took place in the composition of NRCGC:

1. Ms. Christine Kasoulis, Independent Non-Executive Director ceased to be a Director and Member of the Committee w.e.f. October 18, 2023.

2. Mr. Nirvik Singh retired as a Non-Executive Independent Director on completion of his second tenure with effect from March 31, 2024 and ceased to be the Chairman of the NRCGC w.e.f. March 31, 2024.

3. Ms. Smita Jatia, Independent Director of the Company was appointed as the Chairperson of the NRCGC w.e.f. April 01, 2024.

4. Ms. Purvi Sheth was appointed as the Member of the NRCGC w.e.f. April 29, 2024.

In terms of the Act and the Listing Regulations, the Board has framed and adopted a policy on appointment and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) of the Company, which, inter-alia, includes Board Diversity, process of Evaluation of Directors, KMPs and SMPs of the Company, criteria for determining qualifications, positive attributes, independence of a Director and other related matters. The remuneration paid to Directors, KMPs and SMPs of the Company are as per the terms laid down in this Policy. The Executive Director & CEO/ Managing Director & CEO of your Company does not receive remuneration or commission from any of the wholly owned subsidiaries of your Company. The salient features of the said Policy are outlined in the Corporate Governance Report and the said Policy is made available on the Companys corporate website at https://corporate.shoppersstop.com/ investors/%20policies/

12. Disclosures Under the Act

Annual Return: The Annual Return filed for the FY 2022-23 in prescribed form MGT–7, pursuant to Section 92 of the Act read with the Rules framed thereunder, is available on your Companys corporate website at https://corporate.

shoppersstop.com/%20investors/annual-report/ The draft of the Annual Return for the FY 2023-24 in prescribed form MGT–7, is also available on your Companys corporate website at https://corporate. shoppersstop.com/%20investors/annual-report/ The Company shall immediately after the filing of the Annual Return for the FY 2023-24, make the same available on the website of your Company.

Meetings of the Board of Directors: A calendar of Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 7 (seven) times during the year under review. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations. The details of the board meetings, the attendance of the Directors thereof and other particulars are provided in the Corporate Governance Report.

Change in the share capital: During the year under review, pursuant to the exercise of options under the Employee Stock Option Plan 2020 and Employee Stock Option Plan 2022, your Company issued and allotted 3,01,658 equity shares of the face value of 5 each and as a result, the share capital of the Company has increased from 54,82,39,195 (consisting of 10,96,47,839 equity share of 5 per share) to 54,97,47,485 (consisting of 10,99,49,497 equity share of 5 per share).

Audit Committee: During the year under review, Ms. Christine Kasoulis, Non-Executive Independent Director, ceased to be a Director and a Member of the Audit Committee w.e.f. October 18, 2023. The powers and role of the committee are included in the Corporate Governance Report. During the year under review, all the recommendation made by the committee were accepted by the Board.

As on date the Committee comprises of three IndependentNon-ExecutiveDirectorsi.e.Mr.Mahesh Chhabria (Chairman), Mr. Arun Sirdeshmukh, and one Promoter and Non- Executive Director Mr. Ravi C. Raheja.

Risk Management Committee: During the year under review, Ms. Christine Kasoulis, Non-Executive Independent Director ceased to be Director and Member of the Risk Management Committee with effect from October 18, 2023. The powers and role of the Committee are included in the Corporate Governance Report.

As on date the Committee comprises of three IndependentNon-ExecutiveDirectorsi.e.Mr.Mahesh Chhabria (Chairman), Mr. Arun Sirdeshmukh, and one Promoter and Non- Executive Director Mr. Ravi C. Raheja.

Related Party Transactions: All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Independent Directors of the committee is obtained for the related party transactions which are repetitive in nature, based on the criteria specified and approved by the Board, based on recommendation of the committee and transactions which are unforeseen for each financial year. The Audit Committee and the Board reviews on a quarterly basis, all transactions entered into by your Company pursuant to the omnibus approvals so granted, and the same are also approved by the Independent Directors of the Company.

During the year under review, the policy on Related Party Transactions, amended as per changes in Listing Regulations and Act during the year and adopted by your Company is available on the Companys corporate website at https://corporate. shoppersstop.com/investors/policies/ All transactions with Related Parties entered into during FY 2023-24, were in ordinary course of business and at arms length basis and in accordance with the provisions of the Act and the Rules made thereunder, the Listing Regulations and your Companys Policy on Related Party Transactions. During the year under review, there were no transactions which were material, considering the aforesaid Policy. Accordingly, no disclosure is made in respect of related party transaction in Form AOC – 2 in terms of Section 134 of the Act and Rules framed thereunder. There are no related party transactions that may have potential conflict with the interest of your Company at large or which warrants the approval of shareholders. The attention of the Members is drawn to the notes to the Standalone Financial Statement setting out the related party transactions disclosures for FY 2023-24.

Credit Rating and Investor Education and Protection Fund (IEPF):

The Credit Ratings of the Company as on March 31, 2024 and details of IEPF (Transfer of unclaimed Dividend to Investor Education and Protection Fund and Transfer of Shares to IEPF) are provided in the Corporate Governance Report.

Particulars of loans, guarantees or investments:

The details of the loans, guarantees or investments covered under Section 186 of the Act, forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

Other Disclosures: The Board hereby states that no disclosure and / or reporting and / or details is required, in respect of the following matters, as there were no transactions on these matters and / or instances / requirement / applicability, during the year under review:

Deposits covered under Sections 73 and 74 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

Issue of equity shares with differential rights as to dividend, voting or otherwise.

No significant or material orders were passed by the Regulators or Courts or Tribunals, impacting the going concern status of your Company and its operations in future.

There was no revision in the financial statements.

Maintenance of cost records in terms of Section 148 of the Act is not applicable to your Company.

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year to which the financial statements relate and the date of this report, unless otherwise stated in the report.

No reporting in respect of the matters listed under Rule 8(5) (xi) and (xii) of the Companies (Accounts) Rules, 2014.

13. Prevention of Sexual Harassment (POSH)

Your Company continues to follow all the statutory requirements and guidelines in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules framed thereunder. The POSH Committee established as per the statutory requirements, continues to operate in every unit and the registered office. In case of any instances, employees are advised to approach the local POSH Committee and appropriate action in this regard is initiated post-detailed review of the matter. Your Company stands strong against any kind of sexual harassment and has zero tolerance for sexual harassment at workplace.

Every associate at the time of joining undergoes an extensive training on POSH through an e-learning module that covers the definition, guidelines and detailed coverage of policy on POSH. It also covers the rights and responsibilities of the employees under the POSH guidelines and Companys policy. POSH Policy is uploaded on the internal intranet site. POSH helpline details are placed on the notice boards at all locations, for employees and other staff, to be aware about the provisions of the POSH Policy.

Your Company maintains a repository of all inquiries and documents as per the statutory guidelines and Companys POSH Policy. The Internal Complaints Committee members of the POSH Committee have been trained to update them with the best practices in this area, including for circumstances of POSH arising in a virtual environment. There were 20 POSH cases received during the Financial Year and all of them were disposed off as per the guidelines of POSH Act and Rules made thereunder.

14. Risk Management

Your Company has established a robust risk management system to identify, assess the key risks and mitigate them appropriately. Further such system ensures smooth and efficient operations of the business. Your Company has adopted a Risk Management Policy, pursuant to Section 134 of the Act. The Policy is available on the Company website at https://corporate.shoppersstop.com/wp-content/ uploads/sp-client-document-manager/1/79a6c57-96cb.pdf.

Your Company reviewed the major risks including risks on account of business continuity, supply chain management, third party risks, legal compliance and other risks which may affect or has affected its operations, employees, customers, vendors and all other stakeholders from both the external and the internal environment perspective. Basis this review, appropriate actions have been initiated to mitigate, partially mitigate, transfer or accept the risk (if need be) and monitor such risks on a regular basis. Details of various risks faced by your Company are provided in the Management Discussion & Analysis Report.

Your Company has its Risk Management Committee, which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of your Company and discharges such other functions as the Board may deem fit. The detailed terms of reference of the Risk Management Committee and composition thereof, forms part of the Corporate Governance Report.

15. Internal Financial Control

Internal financial controls are an integral part of the risk management process, addressing financial and its financial reporting risks. The internal financial controls have been documented and embedded in the business processes. Your Company has laid down internal financial controls, through a combination of entity level controls, process level controls and IT general controls inter-alia, to ensure orderly and efficient conduct of business, including adherence to your Companys policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and errors.

The evaluation of these internal financial controls is done through the internal audit process, established within your Company and also through appointing professional firm as the internal auditors to carry out such tests by way of systematic internal audit program. Based on the review of the reported evaluations, we believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended and for the preparation of financial statement for the year under review, that the applicable Accounting Standards have been followed and the internal financial controls related to financial statement are generally found to be adequate and were operating effectively and that no material weaknesses were noticed. During the year under the review, M/s. KPMG Assurance and Consulting Services LLP were the Internal Auditors of the Company for the period from April 2023 to June 2023. The Company has appointed M/s. Price Water Coopers services LLP (PwC) as Internal Auditors for period of 3 years we.f. July, 2023.

16. Whistle Blower / Vigil Mechanism

Your Company has established a Vigil Mechanism/ Whistle Blower policy in line with the Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act. Your Company has engaged a third party for managing the "Ethics Hotline", which can be used by employees including brand staff, vendors and third- party vendor personnel. The Whistle Blower Policy is available on the website of the Company and can be accessed at https://corporate.shoppersstop. com/investors/%20policies/.

Under this Policy, the Whistle Blower can raise concerns relating to reportable matters such as unethical behavior, actual or suspected fraud or violation of your Companys code of conduct or ethics policy or any other malpractice, impropriety or wrongdoings, illegality, of regulatory requirements. The reach of this hotline facility is also expanded further for placing complaints against sexual harassment, Insider Trading & other specific HR related matters. The mechanism adopted by your Company encourages to report genuine concerns or grievances and provides for adequate safeguards against victimisation of the Whistle Blower, who avail of such mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. We affirm that no employee of your Company was denied access to the Audit Committee. The guidelines are designed to ensure that stakeholders may raise any concern on integrity, value adherence without fear of being punished for raising that concern. This third party managed ‘Ethics Hotline provide independence and comfort to the designated personnel to blow the whistle in case they have any issues worth reporting.

17. Corporate Governance Report

Pursuant to the Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from M/s. S R B C & CO LLP, the Statutory Auditors of the Company, confirming its compliance, forms a part of this Annual Report.

18. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, on the business operations / performance review, as stipulated under the Listing Regulations, forms a part of this Annual Report. 19. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for the year under review, as stipulated under the Listing Regulations, describing the initiatives taken by your Company from social and governance perspective, forms a part of this Annual Report.

20. Auditors & Auditors Report

Statutory Auditors

M/s. S R B C & CO LLP (Registration No. 324982E/ E300003), Chartered Accountants, were re-appointed as Statutory Auditors of the Company by the Members for a second term of five (5) years i.e. from conclusion of the 25th AGM till the conclusion of 30th AGM.

The Auditors Report given by M/s. S R B C & CO LLP, Statutory Auditors, on the financial statements of the Company for the year ended March 31, 2024 forms part of the Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark. However, the statutory auditor has drawn attention i.e. an Emphasis of Matter with regard to Note No. 30 of the Standalone Ind AS Financial Statements [Note No. 29 of the Consolidated Ind AS Financial Statements] in their report, details of which are as follows:

Litigation

We draw attention to Note 30(i) to the standalone and Note 29(i) to the consolidated Ind AS financial statements which, describes the uncertainty related to the outcome of the appeal filed before the Supreme Court regarding non- provision of retrospective levy of service tax for the period from June 01, 2007 to March 31, 2010 on renting of immovable properties given for commercial use, aggregating to 16.60 Crores Standalone and 20.11 Crores Consolidated.

Detailed explanation in respect of the matter has been provided under Note 30(i) of Standalone Ind AS Financial Statements Note No. 29(i) of the Consolidated Ind AS Financial Statements.

During the year under review, the Auditor has not reported any fraud and therefore no detail are required to be disclosed under Section 134(3) (ca) of the Act.

Secretarial Auditors

The Secretarial Audit Report for FY 2023-24 issued by M/s. Kaushal Dalal & Associates, Practicing Company Secretaries (FCS- 7141, CP-7512) the Secretarial Auditor for the year under review for the Company and its material wholly owned subsidiary i.e. Global SS Beauty Brands Limited, is annexed as Annexure III (A) and Annexure III (B) to this report.

The said report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the above Auditors have not reported any fraud and therefore no details are required to be disclosed under Section 134(3) (ca) of the Act.

21. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy and technology absorption, as stipulated under the Act read with the Rules made thereunder, is annexed as Annexure IV to this Report. During the year under review, the foreign exchange earnings were 124.14 Crores (Previous Year 115.71 Crores) and outgo was 16.67 Crores (Previous Year 27.43 Crores).

22. Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended ("Rules"), disclosures pertaining to ratio of remuneration and other details as required therein are annexed as Annexure V to this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the information showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Section 197(12) of the Act read with rules 5(2) and 5(3) of the Rules, is being sent to the Members of the Company and others entitled thereto. The said information is available for inspection by the Members. The Members desiring inspection/ interested in obtaining copy thereof, may write at company.secretary@shoppersstop.com to the Company Secretary. The Annual Report including the aforesaid information is made available on the Companys corporate website.

23. Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from your Company, hereby confirm that: a. In the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. The Directors have selected appropriate accounting policies and have applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024, and of the profit of the Company, for the year under review. c. Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis. e. Proper internal financial controls to be followed by the Company were laid down and such internal financial controls were adequate and operating effectively. f. Proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

24. Secretarial Standards

During the year under review, your Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section 118(10) of the Act.

25. Awards and Accolades

During the year under review, your Company received many awards and felicitations conferred by reputable organisations, some of them are:

• ‘Indias Best Workplaces for Women 2023 by Great Place to Work.

• ‘Indias Top 10 Best Workplaces for Retail 2023 & 2024 by Great Place to Work.

• ‘Indias Best Workplace Top 10 in Health & Wellness 2023 across industries by Great Place to Work.

• ‘Indias Best Workplaces in Retail 2023 by Great Place to Work.

• ‘Indias Best Companies To Work For (Top 100) by Great Place to Work.

• ‘Indias Beat Workplaces in Health & Wellness 2023 by Great Place to Work.

• ‘Indias Retail Champions Award in the Department Store Category at the Retailers Association - 2023 by Indias Retail Champions Award.

• ‘DE&I Champions at the EKAM Inclusion Summit 2023 by EKAM Inclusion Summit.

• ‘Great Place to Work Certified by Great Place to Work.

• ‘Retail Awards 2024 in the Customer Service Excellence Category by TRAINN.

• Broke Guinness world record by doing 188 makeovers in just one hour at SS Beauty store at Quest Mall, Kolkata.

• Recognized in the Esteemed 2023 by Burgundy Private Hurun India 500 list.

• Recognized as ‘HR Tech Pioneers by Retailers Association of India (RAI).

26. Acknowledgement

We thank our customers, business partners, suppliers, bankers and shareholders for their continued support during the year. We thank the Government of India, the State Governments where we have business operations and other government agencies for their support and look forward to their continued support in the future.

We place on record our sincere appreciation towards the contribution made by all Customer Care Associates at all levels.

	For Shoppers Stop Limited
Place: Mumbai	B. S. Nagesh
Date: April 29, 2024	Customer Care Associate and
	Chairman