Shoppers Stop Ltd Directors Report

To the Members,

Your Board of Directors ("the Board") present the 28^th 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, 2025 ("the year under review" or "the year" or "FY 2024-25"). 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") the rules thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations")

Financial Performance - An Overview

Rs in Crores

Particulars	For the year ended	For the year ended
	March 31,2025	March 31,2024
Retail Turnover
Own merchandise - Gross of tax	4701	4465
Less: Goods and Service Tax	546	527
	4155	3938
Other Retail Operating Revenue	281	275
Revenue from Operations	4436	4213
Other Income	53	56
Total Income	4489	4269
Profit/(Loss) before Interest, Depreciation, Tax & Exceptional Items	751	767
Less: Depreciation	492	436
Less: Finance costs	258	224
Profit/(Loss) before Tax & Exceptional Items	2	108
Exceptional Items	-	6
Profit/(Loss) before Tax	2	101
Less: Provision for Tax	(5)	27
Profit/(Loss) for the year (A)	7	74
Other comprehensive loss/(income) (B)	(1)	0)
Total comprehensive income/(loss) for the year (A)-(B)	6	73

1. Review of Operations

The year under review was a challenging year. Despite demand softness in the retail sector, your Company achieved a 5% increase in revenue during the year, reaching Rs4436 Crores. This growth underscores the effectiveness of the Companys sales strategies and customer engagement initiatives. The EBITDA stood at Rs751 Crores for the year under review. One of the significant drivers behind the decline in PBT has been the investment in and execution of new business endeavours. While these initiatives are crucial for long-term growth, they often come with upfront costs, operational complexity, and resource allocation challenges. In addition to this, the market landscape in the first half of the year posed substantial challenges, impacting overall financial results for FY 2024-25.

Your Company remains focused on driving operational excellence, with the long-term goal of increasing the overall margins. Your Company has made concerted efforts to further improve and sustain excellence in customer journey, which is evident through the 81 % contribution of loyal customers to your Companys total sales. With rising affluence, your Companys focus on premiumisation continued to drive ATV by 7% 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.

As on March 31, 2025, your Company is spread across 70 cities, it operates 112 departmental stores under the brand Shoppers Stop, 11 premium home concept stores under the brand HomeStop, 85 specialty beauty stores of SSBeauty, M.A.C., Estee

Lauder, Bobbi Brown, Clinique, Jo Malone, NARS, Armani Beauty and Prada Beauty, 20 airport doors and 71 INTUNE stores all occupying a consolidated area of 4.5 million sq. ft.

Key Financial Highlights for FY 2024-25

(i) During the year under review, the Company continued to demonstrate steady sales growth, supported by a balanced contribution from price, volume, and product mix. All Strategic Pillars contributed positively to the overall performance, reflecting consistent execution across key focus areas. The Company remained committed to its growth strategy:

a. Revenue increased by 5% year-on-year to Rs4436 Crores.

b. EBITDA stood at Rs751 crore, reflecting a marginal decline of 2% year-on-year.

c. Stoppers Stop Brands contributed 12% to overall Mix with apparel at 18%. Overall profitability improved driven by higher margin primarily due to increased premiumness, sharpness in positioning and better inventory control

d. Revenue of Beauty segment grew by 2% year- on- year, with Fragrance delivering a strong performance of 13%, overall Mix at 17% Including beauty distribution business, the overall beauty growth is 11 %

e. The First Citizen loyalty programme continued to expand, reaching a base of 12.3 million members, with approximately 2.4 million new members added during the year.

f. Net Debt (excluding lease liabilities) stood at Rs249 Crores with Investment in Capex at Rs192 Crores.

(ii) The Average Selling Price (ASP) gained 5% year-on-year and the Average Transaction Value (ATV) improved by 7% year-on-year. The ATV of your Company has consistently grown over the last 12 quarters due to focus on premiumisation. Your Company also observed a steady progress in the customer entry in last 6 months.

(iii) The Company reported a Profit Before Tax (PBT) of Rs2 crore, compared to Rs101 crore in the previous year. Profit After Tax (PAT) stood at T!

crore, against tlA crore last year. Performance during the year was mixed, with a subdued first half due to weak consumer demand and discretionary spending. The second half saw improved consumer sentiment, driving 6% sales growth and 4% like-for-like growth, contributing to the overall annual performance.

Operating Highlights for FY 2024-25

(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 Rs192 Crores in FY 2024-25 on new and renovation of existing stores. The highlights were as follows:

a) 73 stores opened during the year (9 Departmental Stores, 52 INTUNE, 7 Beauty and 5 HomeStop Stores),

b) 5 Departmental stores and 3 HomeStop stores were renovated during the year.

c) At the end of FY 2024-25, including the new stores opened and renovations done in last five years, 68% of your Companys Departmental Stores are with new identity.

d) 23 stores across different formats were shut down for operational reasons during the year under review.

e) Your Companys fashion-for-all format brand "INTUNE", recorded revenue of Rs192 Crores, which was 5X over FY24. During the year, opened 52 stores taking total presence to 71 stores across 30 cities and continued to receive encouraging customer feedback.

(ii) Your Company launched two new brand IPs namely "Gifts of Love" and "India Weds with Shoppers Stop" which strengthened the brand loyalty and leveraged sales during Wedding and festive season.

(iii) With continued focus on First Citizen Club Members, your Company introduced "First Citizen Club SELECT" programme- a two days monthly event, exclusively for members, offering enhanced benefits which led to growth in enrolments and sales. Moreover, personalised engagements through Al and our campaigns "India Weds with Shoppers Stop" and "Gifts of love" further drove member

conversions and sales growth. Your Company also created Exclusive Customer Engagement experiences such as Mixology, Perfumery, Festive brunches, Kids activities, Organic Farm experience, Musicals, Standup comedy and Makeover sessions for its Black card members.

(iv) 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 consistently recognised as one of the Top 10 retailers by "Great Place to Work", which continued even this year.

(v) Your Companys wholly owned subsidiary, Global SS Beauty Brands Limited ("GSSBL"), engaged in the business of wholesale and retail distribution of beauty brands, reported a revenue of Rs220 Crores in the FY 2024-25, more than double of the revenue of FY 2023-24. During the year, GSSB acquired exclusive distribution rights of international beauty brands like Armani Beauty, Prada Note Cosmetique, Valentino, YSL and Max Factor and opened 4 boutique stores for brands like Armani Beauty and Prada Beauty. GSSBLs distribution network expanded to include retailers, point of sales counters, pharmacy and quick commerce.

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-manaqer/1/191 b878-8de71.pdf. Considering the PAT for the current year and in view of the carried forward losses; in order to conserve cash, the Board of Directors of your Company is unable to recommend any dividend on equity shares for FY 2024- 25 (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 Ventures

As on March 31, 2025, 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 loss of Rs0.02 Crores for the year under review, against a net loss of Rs0.13 Crores in the previous year. During the year, SSCLs turnover was Rs2 Crores (previous year Rs8 Crores).

Global SS Beauty Brands Limited (GSSBL)

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

(i) the Authorised Share Capital of the Company was increased from Rs55 Crores to Rs80 Crores (equity share capital of Rs5 Crores and preference share capital of Rs75 Crores).

(ii) the Company made a rights issue of 500

0.01% Non-Cumulative Optionally Convertible Preference Shares (NOCPS) of Rs100,000 each in September 2024, aggregating to Rs5 Crores which was fully subscribed by your Company.

(iii) GSSBL 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, GSSBL has appointed Mr. Arun Sirdeshmukh, Independent Director of the Company on the board of GSSBL.

(v) In the previous year, the Company expanded the Beauty distribution business by acquiring additional exclusive distribution rights of elite international brands. During the year under review, your Company expanded its brand portfolio by signing 10 new brands which included Versace, Moschino, Michael Kors, Missoni, Dsquared2, Atelier Versace, Brunello Cucinelli, Atkinsons, Naj Oleari &Simihaze and launched 4 new brands. Furthermore, your Company has onboarded six new retailers and has launched exclusive Armani & PRADA Boutique Stores.

During the year under review, GSSBL reported a sales of Rs 220 Crores (130% growth) and Net Profit of Rs 4 Crores, against a net loss of Rs0.25 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

Crossword Bookstores Private Limited (Crossword):

In terms of the Share Purchase Agreement (SPA) executed by your Company with Mr. Dinesh Gupta, Aakash Gupta & Family (Owners of Agarwal Business House) (ABH), your Company had agreed to sell the entire stake in Crossword, over a period of three years. During the year under review, your Company had completed the disposal of balance 10% of its equity stake in Crossword to ABH on October 11, 2024 in accordance with the terms of the SPA. Accordingly, your Company holds nil 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 Board Report as Annexure I.

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 and the same is available on the Companys corporate website at https://corporate. shoppersstop.com/investors/policies/.

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 o 2008 (ESOP - 2008): The Members at 11 th Annual 3 General meeting (AGM) held on July 29, 2008, had g approved ESOP-2008 for issuance of the employee ^ stock options ("Options") to the eligible employees of the Company. Your Company had received inprinciple approval for listing of the equity shares allotted under ESOP-2008 from the two stock exchanges where the Company is listed.

Shoppers Stop Employee Stock Option Scheme 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-principle approval for listing of the equity shares allotted under ESOP- 2020 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 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 equity shares alloted 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, 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) not granted Options under ESOP - 2020, Further 23,751 Options granted under ESOP

- 2020 earlier, lapsed during the year under review.

(iii) granted 2,94,767 ESOPs and 1,47,383 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 1,39,629 ESOPs and 78,220 RSUs granted under ESOP - 2022 earlier, lapsed during the year under review

Statutory Information on ESOP: The disclosure requirements under the SEBI Regulations, for the aforesaid ESOP Schemes,in respect of theyearended March 31, 2025 are disclosed on the Companys website and can be accessed using the link https://corporate.shoppersstop.com/investors/ esopAThe same is further certified by M/s. KP Capital Advisors Private Limited, 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 Dalai & Associates, Practicing Company Secretaries (FCS-7141, CP-7512) has been

obtained confirming that the ESOP Schemes have been implemented in accordance with the SEBI Regulations and in accordance with the resolutions 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

With premiunisation at the core of business strategy, 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 all 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.

8. Corporate Social Responsibility (CSR)

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 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 details of the CSR plan and implementation strategy are provided on the Companys corporate website at https:// corporate.shoppersstop.com/investors/corporate- social-responsibility/. 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/policies/.

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 2024- 25 was Rs0.82 Crores. Your Company fully utlised the funds mandated for CSR expenditure during FY 2024-25 in selected projects/initiatives, details for which are available in the CSR action plan FY 2024-25 https://corporate.shoppersstop.com/ investors/corporate-social-responsibility/.

9. Board of Directors & Key Managerial Personne I

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

During the year under review, the Members at 27^th Annual General Meeting ("AGM") held on July 18, 2024, approved the re- appointment of Mr. Neel C. Raheja (DIN:00029010) 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. B. S. Nagesh (DIN: 00027595) is liable to retire by rotation at the ensuing 28^lh AGM, however, he has expressed his desire not to be re-appointed.

Accordingly, he shall cease to hold office as Director and Chairman of the Company with effect from close of 28^th AGM on July 17, 2025. The Board of Directors propose that the vacancy so caused on the Board shall not be filled. A resolution to this effect forms part of the Notice convening 28th AGM of the Company.

During the year under review, based on recommendation of Nomination, Remuneration & Corporate Governance Committee (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. Mr. Nirvik Singh was appointed by the Members at the 27^th AGM as Non- Executive Non-Independent Director. Further, consequent to the cessation of chairmanship of Mr. Nagesh, based on the recommendation of NRCGC, the Board has at its meeting held on April 29, 2025, appointed Mr. Nirvik Singh, Non-Executive, Non-Independent Director as the Chairman of your Company to hold office with effect from July 18, 2025.

II. Independent Directors

During the year under review, based on recommendation of NRCGC, at its Meeting held on April 29, 2024, the Board, 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. Their appointment was made by the members at the 27^lh AGM. Further, Ms. Purvi Sheth was appointed as a Member of NRCGC of the Company w.e.f. April 29, 2024, member of Corporate

Social Responsibility Committee w.e.f October 22, 2024 and Ms. Smita Jatia was appointed as the Chairperson of NRCGC of the Company w.e.f. April 01, 2024.

The said appointment is in line with the Appointment and Remuneration of Directors

6 Senior Management Policy of the Company. The said policy is made available on the website of the Company:https://corporate. shoppersstop.com/wp-content/uploads/sp- client-document-manaaer/1/appointment- and-remuneration-of-directors-senior- manaqement2.pdf

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, the Listing Regulations and Code of Conduct prescribed in Schedule IV to the Act. Based on such confirmations/declarations, in the opinion of the Board, the Independent Directors of your Company fulfil the conditions specified under the Companies Act, 2013 and Rules made thereunder and Listing Regulations and are independent of the Management of your Company. Your Company has also received confirmation of compliance declaration from Directors with respect to the Code of Conduct for Board of Directors and Senior Management of the 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 continue to ensure compliance of requirements under the said rules.

IV. Executive Director

Mr. Kavindra Mishra (DIN:07068041) was appointed as Executive Director & Chief Executive Officer of the Company for a period of 3 (three) years effective September 01, 2023. During the year under review, based on the recommendation of NRCGC, the Board had, subject to the approval of Members of the Company, 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. The Members had approved the appointment of Mr. Mishra as the Managing Director and Chief Executive Officer of the Company at the 27th AGM of the Company held on July 18, 2024.

V. Key Managerial Personnel/Senior Management

During the year under review, there were following changes in the Company Secretary & Compliance Officer of the Company:

Mr. Vijay Kumar Gupta	• Resigned as the Company Secretary and Compliance Officer w.e.f September 25, 2024
Mr. Nishit Sheth	• Appointed as interim Company Secretary and Chief Compliance Officer w.e.f. October 22, 2024 and resigned w.e.f. January 14, 2025.
Mr. Rakeshkumar Saini	• Appointed as the Company Secretary and Chief Compliance Officer w.e.f. January 15, 2025

Save and except for changes in Managing Director/Executive Director as detailed above and changes in Company Secretary &

Chief Compliance Officer, 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. Mohit Seth was appointed as Chief External Brands w.e.f. July 01, 2024 (ii) Mr. Jiten Mahendra was appointed as Chief Marketing Officer - Marketing & Communication Officer w.e.f. July 25, 2024 (iii) Ms. Shwetal Basu resigned from position of Chief Marketing & Communication w.e.f. September 18, 2024,

(iv) Mr. Sreekanth Chetlur resigned from the position of Chief E-Com Officer w.e.f. August 31, 2024 (v) Mr. Rajan Sharma resigned as the Chief Private Brands w.e.f. March 31, 2025 and (vi) Mr. Venkatesh Raja resigned from the position of Chief Human Resource Officer w.e.f. April 15,2025.

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 Non- Executive Director, Mr. Neel C. Raheja.

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

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

2. Ms. Purvi Sheth was appointed as a 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 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/ policies/.

12. Disclosures Under the Act

Annual Return: The Annual Return filed for the FY 2023-24 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/ investors/annual-report/. The draft of the Annual Return for the FY 2024-25 in prescribed form MGT- 7, is also available on your Companys corporate website at https://corporate.shoppersstop.com/ investors/annual-report/. The Company shall immediately after the filing of the Annual Return for the FY 2024-25, 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 5 (five) 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 2008, Employee Stock Option Plan 2020 and Employee Stock Option Plan 2022, your Company issued and allotted 1,09,584 equity shares of the face value of Rs5 each and as a result, the share capital of the Company has increased from Rs54,97,47,485 (consisting of 10,99,49,497 equity share of Rs5 per share) to Rs55,02,95,405 (consisting of 11,00,59,081 equity share of Rs5 per share).

Audit Committee: During the year under review, there was no change in the composition of the Audit Committee. The powers and role of the Committee are included in the Corporate Governance Report. During the year under review, all the recommendations made by the Committee were accepted by the Board.

As on date, the Committee comprises of two Independent Non-Executive Directors i.e., Mr. Mahesh Chhabria (Chairman), Mr. Arun Sirdeshmukh, and one Non- Executive Director Mr. Ravi C. Raheja. RiskManagementCommittee: During theyearunder review, there was no change in the composition of the Risk Management Committee. The powers and role of the Committee are included in the Corporate Governance Report.

As on date, the Committee comprises of two Independent Non-Executive Directors i.e.,

Mr. Mahesh Chhabria (Chairman), Mr. Arun Sirdeshmukh, and one 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 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 2024-25, were in ordinary course of business 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 and your Companys Policy on Related Party Transactions.

During the year under review, there were no transactions which were material in nature, considering the aforesaid Policy. Disclosure required in respect of related party transaction, entered into in ordinary course of business, though not at arms length is furnished in Form AOC - 2 in terms of Section 134 of the Act and Rules framed thereunder which forms part of the report as Annexure VI.

ANNUAL REPORT 2024-25

There were 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 disclosures on related party transactions for FY 2024-25.

Credit Rating and Investor Education and protection fund: The Credit Ratings of the Company as on March 31, 2025 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:

• There were no Deposits covered under Sections 73 and 74 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

• There was no 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 thefinancial position of yourCompany 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.

• No transaction requiring disclosure or reporting in respect of pendency of any proceedings under the Insolvency and Bankruptcy Code, 2016.

• There are no instances of one-time settlement during the financial year.

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 Internal Complaints Committee is established in accordance with the statutory requirements, in respect of all establishments of the Company. In case of any complaints/grievances, employees are advised to approach the Internal Complaints 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 POSH 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 members of Internal Complaints 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 22 POSH cases received during the Financial Year. In accordance with the POSH Act and Rules made thereunder, 21 cases were resolved and 1 case was under process of investigation as on March 31, 2025.

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- manaaer/1 Z79a6c57-96cb.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. YourCompany 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 adequate and were operating effectively and that no material weaknesses were noticed.

The Company has appointed M/s. Pricewater Coopers services LLP (PwC) as Internal Auditors for a period of 3 years commencing from 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/policies/.

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 reporting 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 provides 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 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 environmental, 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 reappointed as Statutory Auditors of the Company by the Members for a second term of five (5) years i.e., from conclusion of the from Financial year 2022-23 to 2027-28.

The Auditors Report given by M/s. S R B C & CO LLP, Statutory Audi tors, on the financial statements of the Company for the year ended March 31, 2025 forms part of the Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark. However, the Statutory Auditors have drawn attention i.e., an Emphasis of Matter with regard to Note No. 4 of the Standalone Ind AS Financial Statements and Note No. 4 of the Consolidated Ind 88 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 retrospective levy of service taxfortheperiodfrom June 01, 2007 to March 31, 2010 on renting of immovable properties given for commercial use, aggregating to Rs16.60 Crores Standalone and Rs20.11 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 required to be disclosed under Section 134(3) (ca) of the Act.

Secretarial Auditors

The Secretarial Audit Report for FY 2024-25 for the Company and its material wholly owned subsidiary i.e., Global SS Beauty Brands Limited issued by Kaushal Dalai & Associates, Practicing Company Secretaries (FCS- 7141, CP-7512), the Secretarial Auditor for the year under review is annexed as Annexure III 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.

The Board has proposed appointment of Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800), as the Secretarial Auditors of the Company for a first term of 5 (five) consecutive years i.e., April 01, 2025 to March 31, 2030 to hold office from the conclusion of ensuing 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company, subject to shareholders approval at the 28th Annual General Meeting to be held on July 17, 2025.

Global SS Beauty Brands Limited i.e., the Material Subsidiary of the Company has also proposed appointment of Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800), as the Secretarial Auditors of the Company for a first term of 5 (five) consecutive years subject to approval of their shareholders at their next annual general meeting scheduled in FY 2025-26.

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 ^125.87 Crores (Previous Year XI 24.14 Crores) and outgo was XI12 Crores (Previous Year XI 6.67 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.

Further, the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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.secretary@shoppersstop.com.

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, 2025, 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:

• DE&I Champions at the EKAM Inclusion Summit 2024 by RAI - Retailers Association of India.

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

• WOW - Workplace of Winners Award 2025 by Jombay in the Retail, FMCG & Allied Category

• Indias Best Workplaces for Women 2024: Top 100 organisations in Large-size category by Great Place to Work.

• Indias Top 50 Best Workplaces in Health & Wellness 2024 across industries by Great Place to Work.

• Indias Top 10 Best Workplaces in Retail 2025 by Great Place to Work.

• Bangalore International Airport Ltd BIAL Highfliers 6.0 & BIAL Academy Runway to Success 3.0 awards.

• Images Most Admired Marketing and

Promotions Multi-Media Campaign of the Year at the Images Fashion Awards 2025.

• Top 3 Best Employer Brands on Linkedln in the Corporate Sector category across industries in India (between 5,000 to 10,000 employees).

• Kavindra Mishra- Customer Care Associate, MD & CEO at Shoppers Stop, recognised as Visionary CEO by HR Association of India (HRAI).

• Top Employee Retention Champion: Leading Innovation (Large Team category) at the Retailers Association of India (RAI) Manning Modern Retail.

• Merit Award for Store Design of SSBeauty store - Bangalore International Airport Ltd T2 by Instore Asia #VMRD (Visual Merchandising Retail Design).

• #SSBeauty Quest Mall Kolkata - wins IMAGES Group Most Admired Retail Launch of the Year: Flagship Outlet Award.

• #NationalWinner Beauty Category - Customer Service Excellence Award at TRRAIN (Trust for Retailers and Retail Associates of India) Retail Awards 2024.

• Winner in the Departmental Stores Category - Customer Service Excellence Award at the TRRAIN (Trust for Retailers and Retail Associates of India) Retail Awards 2024.

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, 2025	Customer Care Associate and Chairman