SHOPPERS STOP LIMITED

Shoppers Stop Limited is India's leading Omni-Channel retailers of fashion, beauty, and home products. The Company's extensive retail footprint comprises of 4.4 million sq ft retail space spread across 112 department stores, 85 beauty stores and 11 home stores across India. The digital platforms comprise their website www.shoppersstop.com and android mobile App. It retail 15 of their exclusive private brands and over 550 national and international brands through the omni-channel platform. The Company is presently engaged in the business of retailing a variety of household and consumer products through departmental stores. An Indian retail sector major Shoppers Stop Limited (SS) opened its door in the year 1991, the foundation was made by K Raheja Corp and it was incorporated on 16th June 1997 as a private limited company. The Company started operations with the first store in suburban Mumbai., Shopper's Stop is a household name, known for its superior quality products, services and above all, for providing a complete shopping experience. It provides retail range of branded and own label apparel, footwear, perfumes, cosmetics, jewellery, leather products and accessories, home products, books, music and toys, operates in the cities of Mumbai, Delhi, Kolkata, Chennai, Bangalore, Hyderabad, Pune, Jaipur and Gurgaon. The first store was opened in the year 1991 at Andheri, a suburb in Mumbai, only with Menswear. Ladieswear was introduced in the year 1992. After a year, the company added Children & non-apparels to its list in 1993. Loyalty Program titled First Citizen was launched in the year 1994 and in 1995; the company opened the second store in Bangalore. The status of the company was changed to deem public limited company in December of the same incorporation year 1997. SS opened its third store in Hyderabad during the year 1998 and implemented JDA Retail ERP (a global leader in retail ERP packages) in the year 1999. Also during the same year of 1999, the company's fourth & fifth stores in Jaipur & Delhi were opened. During the year 2000, the company opened its sixth & seventh store at Chennai & Chembur, Mumbai and also in the same year 2000, SS had acquired Crossword, India's leading retail book chain. As on 31 March 2019, the Company has five subsidiaries. The eight & ninth store in Pune & Bandra and tenth store in Kandivli, Mumbai were opened by the company in 2001 and 2002 respectively. SS's status was further converted to a full-fledged public limited company on 6th October 2003. The eleventh, twelfth & thirteenth store in Mulund (Mumbai), Gurgaon and Kolkata were unlocked by the company in the 2003 itself. During the year 2004, SS had opened its fourteen, fifteen & sixteenth store in Malad - Mumbai, Kolkata & Bangalore. In 2005, SS had opened its seventeen, eighteen, nineteen & twentieth store in Pune, Juhu - Mumbai, Bangalore & Ghaziabad. Also in the same year of 2005, the company had launched M.A.C & Homestop, a home store. Mothercare in India and F & B outlets Brio & Desi Cafe were launched by the company during the period of 2006. SS made its release of twenty first (Mumbai) and twenty second store in Lucknow in the identical year of 2006 and also acquired 45% of Timezone India. The Company had opened its 22nd Store at Noida in May 2007. During the same year 2007, the company had signed Joint Venture (JV) (50:50) with the Nuance Group for Airport Retailing and also inked the Memorandum of Understanding (MoU) with the Home Retail Group of UK to enter into a franchise arrangement for the Argos formats of catalogue & internet retailing. In March 2008, SS kicks its operation Kolkata, aggregating the 24 shops. The Company honored with Emerging Market Retailer of the Year 2008 in April of the year 2008. In same April of the same year 2008, SS had unveiled its new logo and introduced the new expression of the brand. SS bagged Department Store of the Year award in November of the year 2008 for its reputation in the industry.During the year 2016, the rights of 163,040,500 7% Cumulative Redeemable Preference Shares (CRPS), held by Shoppers Stop in its subsidiary Hypercity Retail (India) Ltd were varied to make them Compulsorily Convertible Preference Shares (CCPS), with the conversion ratio of 5:1 i.e. 5 CCPS of Rs.10/- each were converted into 1 equity share of Rs.10/- each. Accordingly, on 15 March 2016, Shoppers Stop was allotted 32,608,100 equity shares of Rs.10/- each. Further the terms of 131,070,000 7% Compulsorily Convertible Preference Shares of Rs.10/- each (CCPS) held by Shoppers Stop in Hypercity were varied and converted into equity shares on 15 March 2016 instead of 31 August 2017. The company was allotted 26,214,000 equity shares of Rs.10/- each. During FY 2016, Shoppers Stop advertised its exclusive brands, specifically haute curry and life, through a series of press advertisements featuring the trendy designs from the latest collections. The Company had category-based promotions like the SKD Exchange Fest, Back to College, Suits & Jackets Fest, in association with the NGO partner Akshaya Patra, to name a few. These festivals provided offers across all brands available in the store for the particular category. The company shifted its Registered Office to Umang Tower, 5th Floor, Mindspace, Off. Link Road, Malad (West), Mumbai - 400 064 with effect from 17 April 2017. During FY 2018, in terms of the Share Purchase Agreement executed with Future Retail Limited and approval accorded by the members through postal ballot on 13 November 2017, Shoppers Stop disposed of 77,158,778 equity shares of Rs. 10/- each constituting 51.09% of the share capital of Hypercity Retail (India) Ltd.; its material subsidiary to Future Retail Limited on 30 November 2017. Accordingly, Hypercity ceases to be subsidiary of the Company. In turn, Shoppers Stop was allotted 4,756,823 equity shares of Rs. 2/- each at an issue price of Rs. 537/- per equity share by Future Retail Limited and received cash consideration in terms of the aforesaid Share Purchase Agreement. These equity shares are locked in upto 28 December 2018. The Nuance Group AG, Switzerland and Shoppers Stop, had formed a Joint Venture called Nuance Group (India) Pvt. Ltd. (NGIPL), to operate the duty free stores at international airports in India. During the year under review, Shoppers Stop has disposed off its 40% shareholding in NGIPL to The Nuance Group AG, Switzerland, at a consideration of Rs. 600 lacs on 6 October 2017. With the disposal of this shareholding, the Shareholders Agreement executed with them, stands terminated and accordingly, NGIPL ceases to be an associate company. Further, Shoppers Stop also disposed of 500 equity shares of Rs. 10 each of Nuance Group Fashion & Luxury Duty Free Pvt. Ltd. at its face value.Timezone Entertainment Pvt. Ltd (TEPL) is engaged in the business of operating Family Entertainment Centres (FEC) under the Timezone brand. During the year under review, Shoppers Stop disposed of its 48.42% shareholding in TEPL to Timezone West Asia Pte.Ltd, at a consideration of Rs. 2,270 lacs on 15 February 2018. With the disposal of this shareholding, the joint venture agreement executed in this regard stands terminated and accordingly, TEPL ceases to be an associate company of the company. Shoppers Stop allotted 43,95,925 equity shares of Rs. 5/- each at a price of Rs. 407.78/- per equity share, aggregating to Rs 17,925.70 lacs to Amazon.com NV Investment Holdings LLC, Foreign Portfolio Investor, on private placement basis on 12 January 2018. During the year 2018-19, the Company opened 2 departmental stores i.e. one each at Noida and Nasik taking its chain of stores to 83 stores (including 5 airport stores), 12 HomeStop stores and 115 stores under various beauty formats under its operations. During FY 2019-20, the Company opened 11 Shoppers Stop' departmental stores taking its chain of stores to 89 stores with 11 HomeStop stores and 132 beauty doors across 44 cities in India, under its operations. In addition, the Company launched and expanded its stores across Lucknow, Varanasi and Calicut, capturing the local flavour and essence to instil a sense of belonging for customers. During the year 2020-21, the Company launched a sleepwear brand, In-sense, and a, athleisure brand called Alt-life. It expanded the babywear and infant brand called Karrot. In November 2020, it launched the rights issue of Rs 299.2 crores, which was fully subscribed. Bvlgari, Tiffany & Co, Loewe, Perfumes Houbigant Paris and Nishane in the fragrances and men's grooming category were the new launches introduced in 2020. The Company operated 84 Shoppers Stop stores across the country and 11 Home Stop stores 127 beauty doors and 26 Airport Stores across 44 cities in India. It also begun operating a number of speciality stores, namely, Estee Lauder, MAC, Clinique, Smashbox and Bobbi Brown. It opened the first Too Faced' store in India in DLF Promenade Mall, Delhi. Further, the Company opened 1 department store and 2 beauty stores in India against the planned 11 stores. As at the end of the 2021-22, the Company has 88 Departmental stores, 11 HomeStop stores, 136 Beauty stores and 24 Airport stores in India, under its operations. During the year 2021-22, 24 stores were opened during the year comprising 8 Departmental and 16 Beauty/Airport. 9 stores were renovated during the year. Crossword Bookstores Private Limited (previously known as Crossword Bookstores Limited) ceased to be the wholly owned subsidiary of Company during 2021-22. Through the Share Purchase Agreement (SPA) executed by the Company with M/s. Dinesh Gupta, Aakash Gupta & Family (Owners of Agarwal Business House) (ABH), the Company disposed of 2,04,31,875 equity shares of Rs 10 each constituting 51% of the share capital of Crossword to ABH on October 11, 2021 and the resultant, Crossword ceased to be a wholly owned subsidiary of the Company. The Company opened 14 beauty stores during the year 2021-22. In Beauty, the private brand 'Arcelia' in the e bath and body category at 63 stores was launched in FY 2021 with bath and body products and later expanded itself to accessories and fragrance products. During the year, it also introduced make-up and skincare products under this brand. It launched standalone SS Beauty stores including 2 in Mumbai and 1 in Ludhiana. As at the end of the year 2022-23, the Company has 98 Departmental stores, 7 HomeStop stores, 142 Beauty stores and 23 Airport stores in India, under its operations. During the year 2023, 23 new stores got opened comprising 11 Department and 12 Beauty Stores. 11 Department stores and 5 Beauty stores were renovated during the year. The Company's wholly owned subsidiary, Global SS Beauty Brands Limited (GSSBL) got into Beauty distribution business and acquired exclusive distribution rights of 15 International brands from L'Oréal International Division (LID), Clarins, Earthi and NARS cosmetics. During the year, GSSBL onboarded 10+ key retailers for distribution business. Thereafter, the Company launched the Plus -size apparel Brand 'U R You', launched Global SSBeauty and Earthi brands. Through the Share Purchase Agreement (SPA) executed by the Company with M/s. Dinesh Gupta, Aakash Gupta & Family (Owners of Agarwal Business House) (ABH), the Company disposed of 1,56,24,376 equity shares of Rs 10 each constituting 39% of the share capital of the Crossword to ABH on April 8, 2022 and October 12, 2022 respectively, which later on held 10% of equity shares in Crossword. Accordingly, Crossword ceased to be an associate company effective from October 12, 2022. Through the Share Purchase Agreement (SPA) executed by the Company with M/s. Dinesh Gupta, Aakash Gupta & Family (Owners of Agarwal Business House) (ABH), the Company disposed of 1,56,24,376 equity shares of Rs 10 each constituting 39% of the share capital of the Crossword to ABH on April 8, 2022 and October 12, 2022 respectively, which later on held 10% of equity shares in Crossword. Accordingly, Crossword ceased to be an associate company effective from October 12, 2022. As at the end of the year 2022-23, the Company operated 98 Departmental stores, 7 HomeStop stores, 142 Beauty stores and 23 Airport stores in India, under its operations. During the year 2023, 23 new stores got opened comprising 11 Department and 12 Beauty Stores. 11 Department stores and 5 Beauty stores were renovated during the year. The Company's wholly owned subsidiary, Global SS Beauty Brands Limited (GSSBL) got into Beauty Distribution Business and acquired exclusive distribution rights of 15 International brands from L'Oréal International Division (LID), Clarins, Earthi and NARS cosmetics. During the year, GSSBL onboarded 10+ key retailers for distribution business. Thereafter, the Company launched the Plus -size apparel Brand 'U R You', launched Global SSBeauty and Earthi brands. In 2024, Company opened 55 stores during the year, comprising 15 new Shoppers Stop department stores, 16 dedicated beauty stores-including a state-of-the-art beauty outlet at Bengaluru Airport-and 22 new INTUNE stores. Company had launched a fashion for all format under the brand 'Intune', which is a 100% private brand. In FY 2025, Company opened India's first standalone fragrance store in Bengaluru. 52 new stores opened in FY'25. 9 New Departmental Stores opened during the year.