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 Company's total sales. With rising
affluence, your Company's 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
'4436 Crores.

b. EBITDA stood at '751 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 '249 Crores with Investment in Capex
at '192 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 '2 crore, compared to '101 crore in the
previous year. Profit After Tax (PAT) stood at '7
crore, against '74 crore last year. Performance ^{1 2 3 4 5 6 7}
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 Company's Store expansion is on track
with continued investments in opening new
stores and renovation of existing ones. Your
Company spent a total of '192 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 Company's
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 Company's fashion-for-all format
brand "INTUNE", recorded revenue of '192
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 IP's
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 AI 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 Company's 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 '220 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. GSSBL's 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
Company's corporate website at https://corporate.
shoppersstop.com/wp-content/uploads/sp-client-
document-manager/1/191b878-8de71.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 '0.02 Crores for the year under
review, against a net loss of '0.13 Crores in the
previous year. During the year, SSCL's turnover was
'2 Crores (previous year '8 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 '55 Crores to '80 Crores
(equity share capital of '5 Crores and preference
share capital of '75 Crores).

(ii) the Company made a rights issue of 500

0.01% Non-Cumulative Optionally Convertible
Preference Shares ('NOCPS') of '100,000 each
in September 2024, aggregating to '5 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 ' 220 Crores (130% growth) and Net Profit
of ' 4 Crores, against a net loss of '0.25 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 Company's 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
Company's 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

m

Shoppers Stop Employee Stock Option Scheme
2008 (ESOP - 2008): The Members at 11th Annual
General meeting (AGM) held on July 29, 2008, had
approved ESOP-2008 for issuance of the employee

in

stock options (''Options'') to the eligible employees
of the Company. Your Company had received in¬
principle 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 Company's 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 the year ended
March 31, 2025 are disclosed on the Company's
website and can be accessed using the link
https://corporate.shoppersstop.com/investors/
esop/.The 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 Dalal & 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 Company's 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
Company's 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 '0.82 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 Personnel

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^th 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^th 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-manager/1/appointment-
and-remuneration-of-directors-senior-
management2.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:

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.

0. 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 Company's
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 Company's 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 Company's 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 Company's 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 '5 each
and as a result, the share capital of the Company
has increased from '54,97,47,485 (consisting
of 10,99,49,497 equity share of '5 per share) to
'55,02,95,405 (consisting of 11,00,59,081 equity
share of '5 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.

Risk Management Committee: During the year under
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
Company's 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 Company's 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 arm's
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.

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 the financial position of your Company
have occurred between the end of the financial
year to which the financial statements relate
and the date of this report, unless otherwise
stated in the report.

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

• 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 Company's 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
Company's 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-
manager/1/79a6c57-96cb.pdf

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

Details of various risks faced by your Company are
provided in the Management Discussion & Analysis
Report.

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

15. Internal Financial Control

Internal financial controls are an integral part of the
risk management process, addressing financial and
its financial reporting risks. The internal financial
controls have been documented and embedded in
the business processes. Your Company has laid down
internal financial controls, through a combination
of entity level controls, process level controls and
IT general controls inter-alia, to ensure orderly and
efficient conduct of business, including adherence
to your Company's 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 Company's 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 Auditors, on the financial statements of the
Company for the year ended March 31, 2025 forms
part of the Annual Report. The Auditor's 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
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
'16.60 Crores Standalone and '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
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 Dalal & 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 '124.14 Crores) and outgo
was '7.72 Crores (Previous Year '16.67 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 Board's Report.
In terms of the second proviso to Section 136(1) of
the Act, the Board's 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

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

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

• 'India's 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.

• #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

1

Review of Operations

2

The year under review was a challenging year. Despite

3

demand softness in the retail sector, your Company

4

achieved a 5% increase in revenue during the year,
reaching '4436 Crores. This growth underscores

5

the effectiveness of the Company's sales strategies

6

and customer engagement initiatives. The EBITDA

7

stood at '751 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.