Shoppers Stop Ltd Directors Report

4. Reserves

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

5. Subsidiaries, Associates, and Joint Ventures

As on March 31, 2026, your Company has four wholly owned subsidiaries, details whereof are as under:

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

SSCL was incorporated in the year 2000 with an objective of advancing the online presence. SSCL posted a net toss of Rs. 0.46 Crores for the year under review, against a net toss of Rs. 0.02 Crores in the previous year. During the year, SSCLs turnover was Rs. 0.01 Crores (previous year Rs. 1.63 Crores).

Global SS Beauty Brands Limited (GSSBB)

GSSBB was incorporated in year 1995 as Upasna Trading Limited. GSSBB is engaged in the business of wholesale and retail distribution of beauty brands, and operation of speciality boutique beauty stores since FY 2022-23. During the year under review.

i. The Authorised Share Capital of the Company was increased from Rs. 80 Crores to Rs. 110 Crores (equity share capital of Rs. 5 Crores and preference share capital of Rs. 105 Crores).

ii. The Company made a rights issue of 5000 0.01% Non-Cumutative Optionatty Convertible Preference Shares (NOCPS) of Rs. 100,000 each in tranches, aggregating to Rs. 50 Crores which was fully subscribed by your Company.

iii. GSSBB is a material wholly owned subsidiary of the Company as per materiality policy of the Company and Regulation 16 & 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

iv. As per requirement of the Act and the Listing Regulations, your Company has appointed Mr. Arun Sirdeshmukh, Independent Director of the Company on the board of GSSBB.

v. During the past 3.5 years of operations, the Company has made significant strides in expanding the Beauty distribution business and acquired additional exclusive distribution rights of elite international brands. The Company hosts a diverse portfolio of 40+ prestigious brands spanning across fragrance, skincare, and makeup. The Company expanded its brand portfolio by signing 14 new brands which included Shiseido, MONT BLANC, Jimmy Choo, COACH, ISSEY MIYAKE, Narciso R, etc. and Launched 6 new brands. Its omnichannet strategy now spans over 24+ online and offline retail partners, ranging from exclusive standalone stores for NARS, Armani and Prada Beauty, to Leading omnichannet retailers and new-age quick commerce platforms delivering a seamless and elevated shopping experience across every touchpoint.

During the year under review, GSSBB reported a sates of Rs. 379.75 Crores (72.61% growth) and Net Profit of Rs. 9.99 Crores, against a net profit of Rs. 3.79 Crores in the previous year.

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.

Your Company has no joint venture and associate companies.

Aseparate statement containing the salient features of the Financial Statement of alt above subsidiaries and associates in prescribed format of AOC -1, forms part of this Annual report.

6. 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 form 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.

Shoppers Stop Ltd 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. Your Company had received in- principle approval for Listing of the eguity shares allotted under ESOP-2008 from the two stock exchanges where the Company is Listed.

Shoppers Stop Ltd Employee Stock Option Plan 2020 [ESOP 2020) : The Members had by a special resolution passed through 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 had received in-principte approval for Listing of the eguity shares allotted under ESOP- 2020 from the two stock exchanges where the Company is Listed.

Shoppers Stop Ltd Employee Stock Option Plan 2022 [ESOP 2022): The Members had by a special resolution passed through postal ballot 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 had received in- principle approval for Listing of the eguity shares allotted under ESOP-2022 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 behaviour 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 the Board of Directors, inter- alia, administers and monitors ESOP schemes/ptans, implemented by your Company in accordance with the Act and the SEBI (Share Based Employee Benefits and Sweat Eguity) Regulations, 2021, as amended ("the SBEB Regulations").

During the year under review, your Company has:

i. Not granted Options under ESOP -2008, Further 6,316 Options granted under ESOP - 2008 earlier, Lapsed during the year under review.

ii. Not granted Options under ESOP - 2020, Further 37,416 Options granted under ESOP - 2020 earlier, Lapsed during the year under review.

iii. Granted 1,36,591 ESOPs and 53,945 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 1,94,140 ESOPs and 81,755 RSUs granted under ESOP - 2022 earlier, Lapsed during the year under review.

8. People

With premiumisation at the core of its businessstrategy, your Company is equally committed to elevating the employee experience. Through structured Learning, inclusive practices, well-being and clear growth paths, your Company empowers its people to thrive, Lead with purpose, and contribute meaningfully to its shared success. Health and Safety of our People is our key priority. In the Last few years, your Company has reinforced the importance of being a safe, inclusive and supportive place to work for alt its employees. Your Company continued to nurture a culture in which its people can thrive, become future-fit and bring their best selves to work.

9. Board of Directors & Key Managerial Personnel

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and Leadership to the Company. The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive Director, Non- Executive Directors and Independent Directors. The List of Directors of the Company has been disclosed in the Corporate Governance Report forming part of this Annual Report.

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

During the year under review, Mr. B.S. Nagesh (DIN:00027595), Chairman and Non-Executive Director, was Liable to retire by rotation at the 28th Annual General Meeting (AGM") held on July 17, 2025. However, he did not wish to seek reappointment and accordingly ceased to hold office as a Chairman and Non-Executive Director of the Company at the conclusion of the 28th AGM i.e. with effect from close of business hours on July 17, 2025 which was approved by the members at the 28th AGM.

Further, consequent to the cessation of chairmanship of Mr. Nagesh and based on the recommendation of Nomination, Remuneration & Corporate Governance Committee (NRCGC), the Board, at its Meeting held on April 29, 2025, approved the appointment of Mr. Nirvik Singh [DIN:01570572) as the Chairman (Non-Executive Non-Independent) Director of the Company w.e.f. July 18, 2025.

In accordance with the Act and the Articles of Association of the Company, Mr. Ravi C. Raheja (DIN:00028044), is Liable to retire by rotation at the ensuing 29th AGM, and being eligible, offers himself for re-appointment as a Director Liable to retire by rotation. Accordingly, the re-appointment

of Mr. Ravi C. Raheja, Non-Executive Director is being placed for the approval of the Members at the ensuing AGM. A brief profile of Mr. Ravi C. Raheja along with other related information forms part of the Notice convening the ensuing AGM.

The Board recommends re-appointment of Mr. Ravi C. Raheja, Non-Executive Director for approval by Members.

II. Independent Directors

Based on the recommendation of the NRCGC and considering eligibility, extensive knowledge, skills, experience, time commitment, availability, attendance and contributions to the Board and its Committee Meetings, and annual performance evaluation reports of Mr. Arun Sirdeshmukh, the Board at its meeting held on May 05, 2026, has approved the re-appointment of Mr. Arun Sirdeshmukh as an Independent Non-Executive Director, not Liable to retire by rotation, for the second term of five consecutive years, commencing from October 20, 2026 to October 19, 2031 (both days inclusive), subject to the approval of members at the ensuing 29th AGM of the Company.

Declaration by Independent Directors

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

Further, your Company has received declaration from alt 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, and continue to ensure compliance of requirements under the said rules.

III. Key Managerial Personnel

During the year under review, Mr. Karunakaran Mohanasundaram resigned as the Chief Financial Officer of the Company w.e.f. dose of business hours on February 17, 2026 and Mr. Pankaj Chaturvedi was appointed as the Chief Financial Officer of the Company w.e.f. April 01, 2026.

Save and except for changes in Chief Financial Officer as detailed above, there were no changes in the Key Managerial Personnel of the Company.

As on date, Mr. Kavindra Mishra, Managing Director & CEO, Mr. Pankaj Chaturvedi, CFO and Mr. Rakeshkumar Saini, VP-Legat, CS & Chief Compliance Officer are the Key Managerial Personnels ("KMPs") holding office as prescribed under the applicable taws.

10. Disclosure related to Board, Committees and Policies Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. The Board of Directors of your Company met 6 (six) 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 forming part of this Annual Report.

Audit Committee

The composition of Companys Audit Committee is in tine with the reguirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. During the year under review, there was no change in the composition of the Audit Committee. As on March 31,2026, the Audit Committee comprises of Mr. Mahesh Chhabria as Chairman of the Committee and Mr. Arun Sirdeshmukh and Mr. Ravi C. Raheja as Members of the Committee. During the year under review, alt recommendations made by the Committee were approved by the Board.

The terms of reference of the Audit Committee and the particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of this Annual Report.

Risk Management Committee

Stakeholders Relationship Committee (SRC)

The Stakeholders Relationship Committee is constituted in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations. During the year under review, Mr. B.S. Nagesh ceased to be a member of the Committee upon his retirement from the Board with effect from close of business hours on July 17, 2025 and Mr. Nirvik Singh was appointed in his place with effect from July 18, 2025; there were no other changes in the composition of SRC. As on March 31, 2026, the Committee comprises of Mr. Ravi C. Raheja as Chairman, Mr. Neel C. Raheja, Mr. Nirvik Singh, Mr. Mahesh Chhabria and Mr. Kavindra Mishra as Members of the Committee.

The terms of reference of the SRC and the particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of this Annual Report.

Corporate Social Responsibility & Environmental, Social and Governance Committee (CSR & ESGC)

As a good Corporate Citizen, your Company remains committed 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 Board has constituted the CSR & ESG Committee, which performs the functions as mandated under the Act and the Rules framed thereunder. During the year under review, Ms. Purvi Sheth was re-designated as the Chairperson and Mr. Ravi Raheja was redesignated as Member of the Committee. As on March 31, 2026, the CSR & ESGC comprises of Ms. Purvi Sheth as Chairperson, Mr. Ravi C. Raheja, Mr. Mahesh Chhabria and Mr. Kavindra Mishra as Members of the Committee. During the year under review, the Company in order to formalise the oversight and strategic guidance on Environmental, Social, and Governance (ESG) matters, and to align with the evolving regulatory expectations and stakeholder priorities amended the terms of reference of the Committee and re-named

the Committee as Corporate Social Responsibility & Environmental, Social, and Governance Committee (CSR & ESGC) with additional terms of reference for Environmental, Social, and Governance (ESG) matters.

The terms of reference of the CSR & ESGC and the particulars of meetings held, and attendance thereat are mentioned in the Corporate Governance Report forming part of this Annual Report.

11. 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.

12. Directors Responsibility Statement

Pursuant to Section 136(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, 2026, and of the toss of the Company, for the year under review.

c) Proper and sufficient care has been taken for the maintenance of adeguate 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 adeguate and operating effectively.

f) Proper systems to ensure compliance with the provisions of alt applicable taws were devised and that such systems were adeguate and operating effectively.

13. Annual Return

As per Section 92(3) of the Act for, the Annual Return of the Company for the financial year ended March 31, 2026, is available on the Companys website at https:// corporate.shoppersstop.com/investors/annuat- report/. In terms of Rules 11 and 12 of the Companies (Management and Administration) Rules, 2016, the Annual Return shall be filed with the Registrar of Companies, within prescribed timelines.

16. Related Party Transactions

Alt transactions with related parties are placed before the Audit Committee for its approval. 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 guarterty basis, alt 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 during the year and adopted by your

Alt transactions with Related Parties entered into during FY 2025-26, were in ordinary course of business and at arms Length and entered into upon seeking appropriate approvals from Audit Committee and Board of Directors, in accordance with the provisions of the Act and the Rules made thereunder, the Listing Regulations, Industry Standards on Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions and your Companys Policy on Related Party Transactions. Accordingly, the disclosure of RPTs as reguired under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

During the year under review, there were no transactions which were material in nature, considering the aforesaid Policy. There were no related party transactions that may have potential conflict with the interest of your Company at targe 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 disclosures on related party transactions for FY 2025-26 for the year under review.

15. Credit Rating and Investor Education and Protection Fund

The Credit Ratings of the Company as on March 31, 2026 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 forming part of this Annual Report.

16. 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 FinanciatStatements provided in this Annual Report.

17. Prevention of Sexual Harassment (POSH)

Your Company continues to follow alt the statutory reguirements and guidelines in tine with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressat) Act, 2013 ("POSH Act") and the Rules framed thereunder. The Internal Complaints Committee ("ICC") is established in accordance with the statutory reguirements, in respect of alt establishments of the Company. In case

of any complaints/grievances, employees are advised to approach the ICC 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.

During the year under review, 23 complaints in this regard were received by the ICC and 21 complaints were disposed off within the prescribed timeline for resolution. 2 complaints were pending disposal as at March 31,2026. There were no complaints pending for resolution for more than 90 days.

18. 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 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, that the applicable Accounting Standards have been followed and the internal financial controls related to financial statement are generally found to be adeguate and were operating effectively and that no material weaknesses were noticed.

The Company has appointed M/s. PricewaterhouseCoopers Services LLP (PwC) as Internal Auditors for a period of 3 years commencing from July 01,2023 which shall expire on June 30, 2026. Further, the Audit Committee and the Board, at their respective meetings held on May 05, 2026, approved the re-appointment of PwC for a further term of one year, effective July 01, 2026.

19. Whistle Blower/Vigil Mechanism

Linder 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 reguirements. 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 reporting genuine concerns or grievances and provides for adeguate 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, ethics, values non-adherence without fear of being punished for raising that concern. This third party managed Ethics Hotline provides independence and comfort to the designated personnel to blow the whistle in case they have any issues worth reporting.

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. for the financial year 2022-23 to 2026-27.

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, 2026 forms part of the Annual Report. The Auditors Report does not contain any gualification, reservation, disclaimer or adverse remark. However, the Statutory Auditors have drawn attention i.e., an Emphasis of Matter with regard to Note No. U of the Standalone Ind AS Financial Statements and Note No. U of the Consolidated Ind AS Financial Statements in their report, details of which are as follows:

Litigation

We draw your attention to Note 29 to the standalone and Note 29 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 retrospectively 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 Rs. 16.60 Crores Standalone and Rs. 20.11 Crores Consolidated. Detailed explanation in respect of the matter has been provided under Note 29 of Standalone Ind AS Financial Statements and Note No. 29 of the Consolidated Ind AS Financial Statements.

During the year under review, the Auditors have not reported any fraud and therefore no details are reguired to be disclosed under Section 136(3) (ca) of the Act.

Secretarial Auditors

Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800), were appointed as the Secretariat Auditors of the Company by the shareholders for a first term of 5 (five) consecutive years i.e. from FY 2025-26 to FY 2029-2030.

Global SS Beauty Brands Limited (GSSBB) i.e., the Material Subsidiary of the Company has also appointed Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800), as the Secretariat Auditors of the Company for a first term of 5 (five) consecutive years, which was approved by the shareholders of GSSBB at their annual general meeting held in FY 2025-26.

The Secretariat Audit Report for FY 2025-26 for the Company and its material wholly owned subsidiary i.e., Global SS Beauty Brands Limited issued by Parikh & Associates, Practicing Company Secretaries, the Secretariat Auditors, is annexed as Annexure II to this report.

The said report does not contain any guatification, reservation, adverse remark or disclaimer. During the year under review, the above Auditors have not reported any fraud and therefore no details are reguired to be disclosed under Section 136(3)(ca) of the Act.

21. Corporate Governance Report

Pursuant to Regulation 36 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.

22. 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.

23. 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 environmental, social and governance perspective, forms a part of this Annual Report.

26. 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 III to this Report. During the year under review, the foreign exchange earnings were Rs. 168.67Crores (Previous Year Rs. 125.87 Crores) and outgo was Rs. 6.08Crores (Previous Year Rs. 7.72 Crores).

25. 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, 2016, as amended ("Rules"), disclosures pertaining to ratio of remuneration and other details as reguired therein are annexed as Annexure IV to this Report.

Further, the information reguired under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016, including amendment thereto, is provided in the Annexure forming part of the Boards Report. In terms of the second proviso to Section 136(1) of the Act, the Boards Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary at company.secretaryS shoppersstop.com.

26. Disclosure of Maternity Benefit Compliance

The Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

27. Secretarial Standards

During the year under review, your Company has complied with the Secretariat 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.

28. Awards and Accolades

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

Recognised at TRRAIN (Trust for Retailers and Retail Associates of India) Retail Awards:

• Customer Service Excellence Award

• Recognised among Top 3 HR Initiative of the Year 2025-26

Recognised by Great Place To Work (GPTW)

• Top 15 Best Workplaces in Retail 2026 by GPTW India

• Indias Top 100 Best Companies to Work for : Rank 88

• Recognised Most Preferred Workplace for Women 2025

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

Recognised as DE&I Champion 2025

• Featured in Top 10 organisation at RAI EKAM Summit 2025

• Featured in Top 100 orgns.2025 driving DEI impact in India I Ranked at No.38 by Team Marksmen & EY India #DEl 100

• Recognised Most Preferred Workplace for Women 20251 By EY India, Team Marksmen, Lead Ventures I Selected in Top 60 out of 190+ organisations

Recognised among #ABECA2026 winners by AmbitionBox - Ambition Box Employee Choice Award 2026.

Our MD & CEO, Mr. Kavindra Mishra, featured in the HR ASSOCIATION OF INDIA - HRAI Changemakers of the Year 2025.

Shoppers Stop honoured as the winner in the Departmental Store category at the prestigious Retail Leadership Summit 2026, hosted by the Retailers Association of India (RAI).

Recognised by Retail Associated Skill Council of India (RASCI) for our continued partnership at IndiaSkills FY 2025-26.

Our Leader (CXO) - Mr. Deepak Yadav recognised as a Leader in Retail Business Development at the #RetaitLeadershipSummit2026 by Retailers Association of India (RAI).

Ms. Nabamita Banerjee (CHRO) recognised as part of 25 of 2025 Human Capital Catalyst by HR ASSOCIATION OF INDIA.

Our MD & CEO, Mr. Kavindra Mishra, featured in the Visionary CEOs - 25 of 2025 List by the HR ASSOCIATION OF INDIA.

#Joyotogy Beauty brand won its first-ever award at the #GrazialndieAwards. In a campaign that celebrates the finest in Indian beauty, the Joyotogy Love Foot Blush stood out above 10+ incredible brands.

Ourcampaign India Weds with Shoppers Stop won the Best Customer Engagement & Experience Award-Bronze category at the ET BrandEguity Shark Awards.

Our Corporate Cricket Team won the Ibox Woods Corporate T20 Cricket League tournament match against ICICI Bank.

Our Shoppers Stop store at Terminal 1, Kempegowda International Airport, Bengaluru, has been honoured with the Best Retail Outlet of the Year at the Pinnacle Awards.

Our #StoreDesign and #VisuatMerchandising team honoured with two prestigious VMRD Merit Awards at In-store Asia Awards 2025 :

• Best Fashion Department Store.

• Best Retail Graphic Communication.

29. Other Disclosures: Your Directors state that no disclosure or reporting is reguired in respect of the following matters as there were no transactions / instances on these matters during the year under review:

• Deposits covered under Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2016.

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

• Any scheme to fund its employees to purchase the shares of the Company.

• 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.

• Revision in the financial statements.

• Maintenance of cost records in terms of Section 168 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.

• Pendencyofanyproceedingsunderthe Insolvency and Bankruptcy Code, 2016.

• One-time settlement with banks or financial institutions during the financial year.

• Considering the business of the Company, no expenditure was incurred on research and development.

• There has been no change in the nature of business.

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 took forward to their continued support in the future. We place on record our sincere appreciation towards the contributions made by alt our Customer Care Associates at alt Levels.