Shoppers Stop Ltd Directors Report.

To the Members,

Your Board of Directors present 23rd 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, 2020 ("the year under review" or "the year" or "FY20").

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").

1. F inancial Performance An Overview

(Rs. in crores)

Particulars Year ended March 31, 2020 Year ended March 31, 2019
Retail Turnover
Own merchandise Gross of tax 3,507.79 3,646.87
Less: Goods and Service Tax 402.69 406.62
3,105.10 3,240.24
Other Retail Operating Revenue 275.88 241.06
Revenue from Operations 3,380.98 3,481.31
Other Income 33.49 17.89
Total Income 3,414.47 3,499.19
Profit before Depreciation & Tax 388.55 258.76
Less: Depreciation 439.21 135.07
Profit before Tax (50.66) 123.69
Exceptional Items 20.00 -
Profit before tax (70.66) 123.69
Less: Provision for Tax 70.28 44.93
Profit for the year (A) (140.94) 78.76
Other comprehensive loss / (income) (B) 177.03 47.78
Total comprehensive income/(loss) for the year (A)-(B) (317.97) 30.98

2. Re view of Operations

D uring FY20, your Company has opened 11 ‘Shoppers Stop departmental stores taking its chain of stores to 89 stores with 11 HomeStop stores and 132 beauty doors across 44 cities in India, under its operations. Your Company posted revenue from operations of Rs.3,380.98 Crores (as per GAAP financials), a de-growth of (2.88%) over the previous year. The EBITDA stood at Rs.582.93 Crores (as per GAAP financials) with a growth of 114.94% over the previous year.

A combination of all below items aggregating to Rs. 127.62 crores impacted the profitability of the albeit they are non-cash and provided purely on conservative basis. Without these onetime non-cash provisions, the Companys Profit before tax would have been at Rs.56.96 crores. (Rs.123.69 crores in FY19) i. On March 30, 2019, Ministry of Corporate Affairs (MCA) had notified Indian Accounting Standards

(Ind AS) 116, Leases as part of the Companies (Ind AS) Amendment Rules, 2019. Ind AS 116, replaces existing standard on Leases Ind AS 17, Leases with effect from Accounting Period beginning on or after April 1, 2019. The New Standard requires Lessees to initially recognize a lease liability for the obligation to make lease payments and a right of use asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments to be made over the lease term. Lessee increases the lease liability to reflect interest cost and reduce the same to reflect lease payments made over a period. The corresponding right of use asset is depreciated in accordance with the depreciation requirements of Ind AS 16 Property, Plant and Equipment over a tenure of lease. We need to recognize the Interest on liability and the depreciation on the assets. This is a significant deviation from the earlier Ind AS 17, which recognized the lease expenses as an expense, on accrual basis. Consequently, for this year, the EBITDA had been significantly higher and it has been offset by Interest and Depreciation (Rs.379.80 crores) on the ROU Liability and Asset. The impact for the year is Rs.368.73 crores. on the lease expenses, which has increased the EBITDA for FY21 and decrease the net profit by Rs.11.07 crores.

On account of Ind AS 116, the re-measurement of lease life in certain properties resulted in a GAAP income of Rs.15.20 crores. Consequently, the cumulative net profit has increased by Rs.4.13 crores. The EBITDA for FY20 and FY19 is strictly not comparable to this extent. We have onetime adjustment in the opening reserves for Rs.517.17 crores (net of deferred tax) on account of this standard, as a difference between the ROU Liability and the Asset. While adhering to Ind AS 116 we also had to accelerate the depreciation by Rs.44.44 crores on some of the assets in line with the primary lease period, even though the life of the assets is higher than the primary lease period.

Similarly, in line with Ind AS 109 interest income accounted on present value of deposits of Rs.12.04 crores and depreciation on prepaid rentals amounting to Rs. 15.01 crores has had a net impact of Rs.2.97 crores on the profitability (non-cash)

ii. Due to the Covid Impact, we believe there are few vulnerable stores for which we are negotiating lease rentals. Purely on conservative basis, we have accounted Rs.20 crores as accelerated depreciation for the immovable assets in this fiscal year for these stores, on the assumption that we may have to close down during the year.

iii. The accumulated GAAP losses of our 100% subsidiary Crossword Rs.46.78 crores at March 31, 2020 have substantially eroded its net worth. Whilst, Crossword Bookstores Limited continues to take steps to revamp its operations, (including store right sizing, and brand positioning), the gestation period to achieve the desired level of turnaround is taking longer than previously envisaged. Based on a business valuation, the Company has recognized impairment loss of Rs.20 crores with respect to its equity investment of Rs.35.06 crores.

iv. Effective January 1, 2020, the company has reviewed the estimated economic useful life of all components within the broad category of Leasehold improvements and Electrical equipments of its property, plant and equipment, based on the combination of evaluation conducted by an independent consultant and management estimate. As a result of this, the company has decided to take a Depreciation charge for the quarter ended March 31, 2020. The impact on account of this is Rs.30.60 crores.

v. Due to Covid-19 impact, the Company has written off stocks of Rs. 13.74 crores. The provision has been higher due to lower sales in March and purely as a conservative measure, the company has written off some of the inventory, albeit this can be sold in FY21.

vi. The Company has to mark to market, shares of Future Retail Limited (FRL) from Rs.211.31 crores

(net of shares sold) to Rs.36.46 crores during the year and consequently the company had to write down Rs.174.85 crores. The Company was allotted these equity shares by FRL, subsequent to disposal of its 51.09% stake in equity share capital of Hypercity Retail (India) Ltd.

While the year under review, started on a high note with your Company being in a growth acceleration mode, it however, ended on a rather solemn note. Even as the Company opened 11 new large format department stores, the Covid-19 pandemic and the nation-wide lockdown towards the fag end of the FY20, brought operations to a standstill. All stores were temporarily closed and that had a significant impact on revenue. Nonetheless, the Company has put into place certain strategic steps to ensure a bounce back from this situation. Simultaneously, we will provide a safe workplace for employees and a safe and delightful shopping experience at stores for customers. Our key investments in Digitisation, and further strengthening our strategic pillars, of First Citizen Members, Personal Shoppers, Exclusive Brands and Beauty, will help us put forth a resilient and sustainable business model. Further, analysis of operating performance is carried under Management Discussion and Analysis, which forms part of this Annual report.

3. Dividend

I n accordance with Regulation 43A of the Regulations, the 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 the 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/uploaded_files/191b878-8de7.pdf.

In view of said financial position of the Company, for FY20, the Board of Directors of your Company are unable to recommend dividend on equity shares (previous year divided at Rs.0.75 per equity share was declared).

4. Reserves

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

5. S ubsidiaries, Associates And Joint Venture

A s on March 31, 2020, your Company has five owned subsidiaries, details whereof are as under:

Crossword Bookstores Limited (Crossword):

Crossword with its wide portfolio of books, movies, toys, confectionary and stationery, is the definitive place and space for those who seek information, knowledge or just the pleasure of reading. Crossword has chain strength of 41 stores across the country with a revenue of Rs. 81.46 crores (previous year Rs.96.98 crores). Crossword posted net loss of Rs. 12.45 crores for the year under review, against a net loss of Rs. 14.45 crores in the previous year.

Shoppers Stop.Com (India) Limited (SSCL): SSCL was incorporated in year 2000 with an objective of advancing the online presence, which became more operationalized, during the year under review, with commencing the online business activities. With its maiden online presence, SSCL posted net profit of Rs.0.29 crores for the year under review, against a net loss of Rs.0.01 crores in the previous year.

The other 3 (three) wholly owned subsidiaries of the Company viz.: Upasna Trading Limited; Shoppers Stop Services (India) Limited and Gateway Multichannel Retail (India) Limited; had no operations during the year under review. The Company has no joint venture or associate company. Further, no company has become or ceased to be subsidiary, joint venture or associate company of the Company, during the year under review.

A separate statement containing the salient features of the Financial Statement of all above subsidiaries is provided in prescribed Form AOC - 1 and 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 the Companys corporate website at https://corporate.shoppersstop.com/ 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 investor@ shoppersstop.com or 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/uploaded_ files/614043c-71cd.pdf. As per this Policy, as on March 31, 2020, your Company does not have any material subsidiary.

6. C onsolidated Financial Statements

I n accordance with the provisions of Section 129(3) 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.

7. E mployees Stock Option Scheme / Plan And Statutory Information Thereon S hoppers Stop Employee Stock Option 2008 (ESOP 2008):

The Members at 11th Annual General Meeting held on July 29, 2008, had approved ESOP -2008 for issuance of the employee stock options (‘Options) to the eligible employees of the Company. ESOP 2008 aims 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 customized approach.

The Nomination, Remuneration & Corporate Governance Committee of the Company, inter-alia, administers and monitors ESOP 2008, implemented by the Company in accordance with the Act and the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended ("the SEBI Regulations"). During the year under review, the Company has granted 82,915 Options under ESOP 2008 to the eligible employees of the Company.

Statutory Information On ESOP 2008:

The disclosures requirements under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, for the aforesaid ESOP Scheme, in respect of the year ended March 31, 2020 are disclosed on the Companys website and can be accessed using the link https://corporate.shoppersstop. com/Investors/annual-report.aspx. Further, a certificate from S R B C & CO LLP, Statutory Auditors of the Company, with respect to implementation of Employee Stock Option Plan in compliance with the Act, the SEBI Regulations and the Members approval, is obtained and shall be available for inspection by the Members. The Members desiring inspection may write at investor@ shoppersstop.com or to the Company Secretary.

8. H uman Resources

T he Company has been designing its Resources initiatives in line with the trends shaping the future of work and enabling us to create the best possible environment for the workforce. During the year under review, your company built on a number of initiatives to improve existing HR systems and processes as well as develop new tools to enhance the employee experience. These efforts, spanned around recruitment and employer brand; development; engagement; performance and recognition; leadership of and succession.

Key HR processes of recruitment has gone digital and implemented all India based Recruitment Management System, which provides a seamless experience to newly hired employees and at the same time develops a robust database of potential candidate for future requirements. As on date of the Balance Sheet, the Company has a total of 7,498 Customer Care Associates.

As we adopt digital tools and new ways of working, we also needed to ensure our employees are equipped with the right skills. To support this objective, we have provided access to learning available anywhere and anytime via our innovative Learning Planet program. Learning Planet is a cloud based Learning

Management System implemented this year. It covers the entire range of mandatory training and available learning at Shoppers Stop. Furthermore, reflecting our commitment to help employees develop professionally and personally and advance their careers.

It is crucial for us to understand what motivates and engages our employees and how they perceive their work environment. Therefore, we encourage open and regular dialogue between managers and their team members, conduct surveys and offer a framework which ensures they feel comfortable to speak up, raise concerns and are empowered to initiate improvements. As a part of which, your Company conducted a 360 degree feedback survey for all its senior employees to help them develop themselves and also listen to their teams. We are pleased to inform that this has helped in creating a more trusting and open working environment. Furthermore, the team provided support by coaching and training senior managers to prepare them for the foundational changes your Company is going through.

As your Company continued to execute its strategy, the HR function helped manage significant organizational change such as the reframing of its competencies and updated them in line with the changing work environment, at the same time simplified its competency framework. Keeping an eye on the future, it introduced competencies such as being Digital Savvy and Agility. Your Company was conferred the Best HR initiative award by TRRAIN and also honoured by RASCI for their project on RPL Recognition of Prior Learning, at the Retailers Association of India - annual event.

9. C orporate Social Responsibility (CSR)

T he Company remains committed as a 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 ("the Committee"), which performs the functions as mandated under the Act and the Rules framed thereunder. The composition of the 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.

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 financial year 2019-20 amounts to Rs.1.68 crores. The CSR expenditure incurred by your Company amounts to Rs. 0.85 crore.

A brief outline of the CSR Philosophy and the report on CSR activities containing therein, the reasons for unspent CSR amount, for the period under review is enclosed as Annexure II, to this report.

10. B oard Of Directors & Key Managerial

i Non-Independent Directors - Director Retiring.

By Rotation

During the year under review, the Members at 22nd AGM held on July 30, 2019, approved reappointment of Mr. B. S. Nagesh (DIN: 00027595) as the Director of the Company, who retired by rotation at the said AGM and being eligible, had offered himself for appointment.

In accordance with the Act and the Article of Association of the Company, Mr. Ravi Raheja (DIN: 00028044) is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment as the Director. Accordingly, the re-appointment of Mr. Ravi Raheja is being placed for the approval of the Members at the ensuing AGM. A brief profile of Mr. Ravi Raheja along with other related information forms part of the Notice convening the ensuing AGM.

ii. Independent Directors

During the year under review, the Members at 22nd AGM held on July 30, 2019, approved appointment of Mr. Robert Bready (DIN: 06842835) as an Independent Director of the Company. The members also approved re-appointment of Mr. Nirvik Singh (DIN: 01570572), Mr. Deepak Ghaisas (DIN: 00001811), Prof. Nitin Sanghavi (DIN: 00863107) and Mr. Manish Chokhani (DIN: 00204011) as the Independent Directors of the Company for their second term, pursuant to the provisions of the Act and the Listing Regulations.

Your Board had formed an opinion that above mentioned Independent Directors, who got appointed for their second term, during the year under review, are of utmost integrity and that they possess requisite expertise and experience relevant to support and scale up the business model of your Company.

The Board of Directors on June 15, 2020, on the recommendation of the Nomination, Remuneration & Corporate Governance Committee, appointed Mr. William Kim (DIN: 08750326) as an Additional and Independent Director of the Company for a term of 5 (five) consecutive years effective June 15, 2020, subject to approval of the Members at ensuing 23rd AGM of the Company. He shall hold office as an Additional Director up to the date of ensuing 23rd AGM. The Company has received declaration from Mr. William Kim confirming that he meets the criteria of Independence as prescribed under both, Section 149(6) of the Act and the Listing Regulations. The Board of Directors recommends his appointment and attention of the Members is invited to the relevant item in the Notice convening 23rd AGM, the explanatory statement and brief profile attached thereto.

In terms of recent regulatory requirement, in respect of establishment of an on-line database of Independent Directors by Indian Institute of Corporate Affairs, every Independent Director, shall pass an online proficiency self-assessment test conducted by said Institute. However, immunity has been granted to an individual who has served for a period of at least 10 years as on the date of inclusion of his name in the databank, as director or key managerial personnel in a listed public company or in an unlisted public company having a paid-up share capital of Rs. 10 crores or more. The Independent Directors of the Company, who do not have this exemption, shall ensure clearance of online proficiency self-assessment test within the stipulated timeframe.

. Declaration By Independent Directors

The Company has received necessary confirmations/ declarations from each Independent Director of the 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 the Company. Further, the 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.

iv. Key Managerial Personnel

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

11. P erformance Evaluation

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

12. N omination, Remuneration & Corporate

Governance Committee And Companys Policy On Nomination, Remuneration, Board Diversity, Evaluation And Succession

Y our Company has in place the Nomination, Remuneration & Corporate Governance Committee, which performs the functions as mandated under the Act and the Listing Regulations. The composition of the Committee is detailed in the Corporate Governance Report.

In terms of the Act and the Listing Regulations, the Board of Directors of your Company 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, KMP and SMP of the Company are as per the terms laid down in this Policy. The Managing Director & CEO of your Company does not receive remuneration or commission from any of the 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.

13. D isclosures Under The Act

E xtract of Annual Return: The extract of Annual Return in prescribed form MGT 9, pursuant to Section

92 of the Act read with the Rules framed thereunder, is annexed as Annexure III to this report and is also available on the Companys corporate website at https://corporate.shoppersstop.com/Investors/ annual-report.aspx.

M eetings 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 4 (four) 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 FY20, there was no change in the paid up share capital of the Company.

Audit and Risk Management Committee: As on date, the Committee comprises of four Independent- Non-Executive Directors i.e. Mr. Deepak Ghaisas (Chairman), Prof. Nitin Sanghavi, Ms. Ameera Shah & Mr. Manish Chokhani (Members) and Mr. Ravi C. Raheja, Promoter and Non-Executive Director (Member). 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.

Related Party Transactions: All transactions with related parties are placed before the Audit and Risk Management Committee ("the Committee") for its approval. An omnibus approval from 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 year. The Committee and the Board foreach reviews on a quarterly basis, all transactions entered into by the Company pursuant to the omnibus approvals so granted.

All transactions with Related Parties entered into during FY20, 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 the 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 the 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 FY20.

T he policy on Related Party Transactions formulated and adopted by your Company is available on the Companys corporate website at https://corporate.shoppersstop.com/uploaded_ files/614043c-71cd.pdf

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 Statement 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 shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this report.

? 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 the Company.

? Material changes and commitments affecting the financial position of the Company that 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.

14. P revention Of Sexual Harassment (PoSH)

T he Company continues to follow all the requirements and guidelines in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The PoSH Committee established as per the statutory requirements, continues to operate in every Unit and at 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. The Company stands strong against any kind of sexual harassment and has zero tolerance for sexual harassment at workplace.

E very employee undergoes an extensive on PoSH through an E-learning module that covers the definition, guidelines and detailed coverage of PoSH examples. It also covers the rights and responsibilities of the employees under the PoSH guidelines and Companys policy. A software program has been created to ensure faster and standardized documentation of each and every PoSH complaint in line with the statutory guidelines and Companys policy. The same is under testing phase. The Internal

Complaints Committee members of the PoSH have been trained and certified to update them with the best practices in this area. There were 22 cases received during the year under review and all the cases have been resolved, as per the guidelines of PoSH Act & Rules made thereunder.

15. R isk Management

Y our Company has established a robust management system to identify, assess the key risks and mitigate them appropriately. Further such system ensures smooth and efficient business. The Company has in the light of the Covid-19 pandemic outbreak, 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 effected 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.

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

16. I nternal Financial Control

I nternal financial controls are an integral part the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented and embedded in the business processes. The 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 the 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 were done through the internal audit process, established within the Company and also through appointing professional firm as the internal auditors to carry out such tests by way of systematic internal audit programme. 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, 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. risk

17. W histle Blower / Vigil Mechanism

Y our Company has established a Vigil Mechanism and adopted a Whistle Blower policy in line with the operations of the Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act. The 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.

Under this Policy, the Whistle Blower can raise concerns relating to reportable matters such as unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy or any other malpractice, impropriety or wrongdoings, illegality, of regulatory requirements. The mechanism adopted by the Company encourages to report genuine concerns or grievances and provides for adequate safeguards against victimization of 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 the 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. of 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. The reach of this hotline facility is also expanded further for placing complaints against sexual harassment, Insider Trading & other specific HR related matters.

18. C orporate Governance Report

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

19. M anagement Discussion and Analysis

Ma nagement Discussion and Analysis the year under review, on the business operations / performance review, as stipulated under the Listing Regulations, forms part of this Annual Report.

20. B usiness Responsibility Report

T he Business Responsibility Report for the year review, as stipulated under the Listing Regulations, describing the initiatives taken by the Company from social and governance perspective, forms an integral part of this Annual Report.

21. A uditors & Auditors Report

S tatutory Auditors

S R B C & CO LLP, (Registration No. 324982E/E300003) Chartered Accountants were appointed as the Statutory Auditors of the Company by the Members at the 20th Annual General Meeting (AGM) held on July 28, 2017, for a term of 5 years, to hold the conclusion of the 25th AGM, in accordance with the provisions of the Act and will continue to be the Statutory Auditors of the Company till their term expires. The Company has received confirmation from the Statutory Auditors that their continued appointment shall be in accordance with the criteria as provided under Section 141 of the Act.

The Auditors Report for the year under review, form part of this Annual report. The said report was issued with unmodified opinion and does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

The Secretarial Audit Report for FY20 issued by Kaushal Dalal & Associates, the Secretarial Auditor for the year under review, is annexed as Annexure IV 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.

22. E nergy Conservation, Technology Absorption

And Foreign Exchange Earnings And Outgo

T he information on conservation of energy technology absorption, as stipulated under the Act read with the Rules made thereunder, is annexed as Annexure V to this Report. The foreign exchange earnings were Rs. 85.50 crores (Previous Year Rs.96.25 crores) and outgo was Rs.18.60 crores (Previous Year Rs.19.69 crores), for the year under review.

23. P articulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement for showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and the disclosures pertaining to ratio of remuneration and other details as required under Section 197(12) of the Act read with under Rule 5(1) of the said Rules are annexed to this report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information 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 investor@shoppersstop.com or to the Company Secretary. The Annual Report including the aforesaid information is made available on the Companys corporate website. until

24. D irectors Responsibility Statement

P ursuant to Section 134(3)(c) of the Act, the of your Company, to the best of their knowledge and based on the information and explanations received from the 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, 2020 and of the loss 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 and 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; and f. proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

25. S ecretarial Standards

D uring the year under review, your Company complied with the Secretarial Standards 1 and 2 on meetings of the Board of Directors and on General Meetings, respectively, issued by the Institute of notified by the Company Secretaries of India and Ministry of Corporate Affairs, in terms of Section 118 (10) of the Act.

26. A wards And Accolades

D uring the year under review, your Company many awards and felicitations conferred by reputable organizations, some of them are:

? Company of the Year Retail award from CNBC in collaboration with Chhattisgarh Government.

? HR Best Initiative Award (for Personal Shopper Program) and Recognition for Prior Learning - Skill Development by TRRAIN.

? Best Loyalty Program in Large Format Retail; First Citizen Black Best use of Relationship marketing in Loyalty Program; Kids Earn Burn Campaign Best Loyalty Promotion and Best Loyalty Team at The Customers Fest Awards, 2020.

? "Best in Class Supply Chain Strategy and Design" - 4th Year in a row at 13th ELSC Leadership Awards.

? The Coveted "Most Admired Retail Company of the year award" at MAPIC India Retail Awards 2019.

27. Acknowledgement has W e 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 regret the loss of lives due to COVID-19 pandemic. We are deeply grateful and have immense respect for every individual who risked their life and safety, to fight this pandemic.

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

Mumbai, June 15, 2020 On behalf of the Board of Directors
B S Nagesh
Chairman