You are here » Home » Companies » Company Overview » Shoppers Stop Ltd

Shoppers Stop Ltd.

BSE: 532638 Sector: Industrials
NSE: SHOPERSTOP ISIN Code: INE498B01024
BSE 00:00 | 12 Aug 640.60 16.90
(2.71%)
OPEN

624.60

HIGH

646.05

LOW

613.85

NSE 00:00 | 12 Aug 638.65 14.90
(2.39%)
OPEN

627.45

HIGH

647.00

LOW

613.35

OPEN 624.60
PREVIOUS CLOSE 623.70
VOLUME 21875
52-Week high 646.05
52-Week low 225.75
P/E 130.47
Mkt Cap.(Rs cr) 7,018
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 624.60
CLOSE 623.70
VOLUME 21875
52-Week high 646.05
52-Week low 225.75
P/E 130.47
Mkt Cap.(Rs cr) 7,018
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shoppers Stop Ltd. (SHOPERSTOP) - Director Report

Company director report

To the Members

Your Board of Directors present the 25th Annual Report of Shoppers StopLimited on the business and operations of the Company together with the Audited FinancialStatements for the financial year ended March 31 2022 ("the year under review"or "the year" or "FY 2022").

This report is in accordance with the applicable provisions of theCompanies Act 2013 ("the Act") and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("the ListingRegulations").

FINANCIAL PERFORMANCE AN OVERVIEW

(Rupees in Crores)

Particulars For the year ended 31 March 2022 For the year ended 31 March 2021
Retail Turnover
Own merchandise – Gross of tax 2651.95 1834.07
Less: Goods and Service Tax 309.51 208.20
2342.44 1625.87
Other Retail Operating Revenue 151.37 99.22
Revenue from Operations 2493.81 1725.09
Other Income 166.05 218.77
Total Income 2659.86 1943.86
Profit before Interest Depreciation Tax & Exceptional Items 433.57 272.13
Less: Depreciation 351.97 384.69
Less: Finance costs 205.39 219.97
Profit before Tax & Exceptional Items (123.79) (332.53)
Exceptional Items 15.00 22.40
Profit before Tax (138.79) (354.93)
Less: Provision for Tax (52.11) (79.71)
Profit for the year (A) (86.68) (275.22)
Other comprehensive loss / (income) (B) (0.82) (22.84)
Total comprehensive income/(loss) for the year (A)-(B) (87.50) (252.38)

1. REVIEW OF OPERATIONS

Shoppers Stop Limited is part of the Retail Industry which continues tobe one of the biggest and long-term sustainable business opportunities that our countryoffers. Indian Retail Industry has emerged as one of the most dynamic and fast-pacedindustries due to the opportunities it creates. It accounts for over 10% (ten percent) ofthe country?s gross domestic product (GDP) and around 8% (eight percent) of theemployment. India is the world?s fifth-largest global destination in the retailspace.

The operating environment continued to be challenging for the secondconsecutive year. COVID-19 pandemic continued to effect the operations of your Companywith the impact being maximum in the first quarter. The second half of the year witnesseda moderated recovery but Omicron partially dampened such recovery in Q4.

Your Company posted revenue from operations of Rs. 2493.81 crores (asper GAAP financials) an increase of 44.56% over the previous year. The EBITDA stood atRs. 433.57 crores (as per GAAP financials) an increase of 59.32% over the previous year.

As at the end of the year under review your Company has 88Departmental stores 11 HomeStop stores 136 Beauty stores and 24 Airport stores in Indiaunder its operations.

Key financial highlights for FY 2021-22

(i) Given your Company?s vast network of physical stores theCompany witnessed a strong recovery due to easing off restrictions the return-to-officetrend and the higher customer footfalls.

a) Revenue increases by 45% year-on-year to Rs. 2493.81 Crores in FY22

b) Gross Margins up by 70bps year-on-year

c) Private Brands revenue grows by 45% year-on- year

d) Beauty Segment revenue up by 55% year-on- year

e) E-commerce sales grow by 59% year-on-year

(ii) Overall customer footfall increased by 56% year-on- year in FY22. The AverageSelling Price (ASP) also gained 18% year-on-year and the Average Transaction Value (ATV)improved by 15% year-on-year.

(iii) Improved margins on back of higher volumes better operatingleverage cost rationalization store optimization prudent inventory management and netdebt of Rs. 16 crores are potential triggers that would sustain your Company?sperformance.

(iv) Losses were significantly reduced by 65% to Rs. (87.50)crores on GAAP Financials.

Operating Highlights for FY 2021-22 are as follows:

(i) Back on track with the store expansion strategy with continuedinvestments in opening new stores and renovating existing ones at a capex of Rs. 46 croresin Q4 (For FY22 Rs. 101 Crores)

a) 24storesopenedduringtheyear(8Departmental and 16 Beauty/Airport).

b) 4 stores (2 Departmental and 2 Beauty) currently under fit-out areexpected to open in the Q1 of FY23.

c) 9 stores were renovated during the year. Your Company intends torenovate another 8 Department stores in FY23.

d) As on FY22 including the new stores opened and renovations done inlast three years 40% of your Company?s Department Stores are with new identity. YourCompany intends to take the number to 54% for FY23.

(ii) Your Company launched co-branded credit card in partnership withHDFC Bank that is expected to bring unmatched benefits HDFC and Shoppers customers whileimproving customer retention and business revenue.

(iii) The physical and emotional wellbeing of employees continues to bea top priority for your Company with several initiatives to support employees and theirfamilies during the pandemic and vaccination drives for employees were arranged for allthe stores and service office. Your Company has initiated various employee engagementactivities online and introduced employee friendly measures and policies.

(iv) Your Company continues to evaluate the operations and has firmplans to bounce back from the contemporary crises. Our key investments in Digitalisationand further strengthening our strategic pillars of First Citizen Members PersonalShoppers Exclusive Brands and Beauty will help us put forth a resilient and sustainablebusiness model.

Significant change during the year in Accounting as follows:

(i) As per Indian Accounting Standard (Ind AS) 116 which has come intoeffect from April 01 2019 and is a significant deviation from the earlier Ind AS 17which recognised the lease expense as an expense on accrual basis under Ind AS 116 theexpense is split into interest & depreciation. Consequently the EBIDTA as per GAAPaccounts is significantly higher by Rs. 381.54 crores. Further Ministry of Corporate

Affairs vide notification dated July 24 2020 and June 18 2021 issuedan amendment to Ind AS 116- Leases by inserting a practical expedient w.r.t."COVID-19 Related Rent Concessions" effective from the period beginning on orafter April 01 2020. Pursuant to the above amendment your Company has applied thepractical expedient by accounting the unconditional rent concessions in "Otherincome" amount to Rs.107.63 crores in the Statement of Profit and Loss.

Further analysis of operating performance is carried under ManagementDiscussion and Analysis which forms part of this Annual report.

2. DIVIDEND

In accordance with Regulation 43A of the Listing Regulations yourCompany has adopted the ‘Dividend Distribution Policy? which sets out theparameters and circumstances that will be taken into account by the Board in determiningthe distribution of dividend to its Members and / or retaining profits earned by yourCompany from time to time. This Policy is annexed as Annexure I to this report and isalso available on the Company?s corporate website athttps://corporate.shoppersstop.com/investors/ policies/.

In view of the financial position of your Company and losses duringthe year under review and in order to conserve cash the Board of Directors of yourCompany are unable to recommend dividend on equity shares (previous year dividend - Nil).

3. RESERVES

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

4. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE

During the year under review Crossword Bookstores Private Limited(previously known as Crossword Bookstores Limited) ceased to be the wholly ownedsubsidiary of your Company. As on March 31 2022 your Company has four wholly ownedsubsidiaries and one associate details whereof are as under:

Crossword Bookstores Private Limited (Crossword):

In terms of the Share Purchase Agreement (SPA) executed by your Companywith Messrs Dinesh Gupta Aakash Gupta & Family (Owners of Agarwal Business House)(ABH) your Company agreed to sell the majority stake in Crossword over a period of threeyears. Accordingly in the first tranche the Company disposed of 20431875 equity sharesof Rs. 10/- each constituting 51% of the share capital of Crossword to ABH on October 112021. Crossword accordingly ceased to be a wholly owned subsidiary of your Company. Thearticles of association of Crossword have been altered to reflect the understanding underthe SPA. The representatives of your Company except Mr. Karunakaran Mohansundaram haveceased to be directors of Crossword.

Further before the aforesaid sale Crossword increased its authorisedshare capital from Rs. Twenty crores (Rs. 20 crores) to Rs. Forty crores and fifty lacs(Rs. 40.50 crores). Further your Company fully subscribed to the right issue of Crosswordof Rs. Twenty six crores and fifty lacs( Rs. 26.50 crores) consisting of26500000 (two crore sixty five lacs) equity shares of Rs. Ten each (Rs. 10/- each)

On March 28 2022 the status of Crossword changed from Public Limitedto Private Limited.

Further your Company has disposed of 7812188 equity shares of Rs.10/- each constituting 19.50 % of the share capital of the Crossword to ABH on April 082022 as per terms of SPA . Your Company now holds 29.50% of equity shares in Crossword.Accordingly Crossword continues to be an Associate Company.

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

SSCL was incorporated in year 2000 with an objective of advancing theonline presence which after taking a slow start became operationalised to a large extentduring the year under review with the high focus on online business activities. SSCLposted net profit of Rs. 0.85 crores for the year under review against a net loss ofRs.1.37 crores in the previous year. During the year the SSCL?s turnover was Rs.16.81 crores (previous year Rs. 2.32 crores).

The other 3 (three) wholly owned subsidiaries of your Company viz.:Upasna Trading Limited; Shopper?s Stop Services (India) Limited and GatewayMultichannel Retail (India) Limited; had no operations during the year under review.

During the year under review Shopper?s Stop Services (India)Limited altered its Object Clause to widen its range of business activities.

Your Company has no joint venture.

A separate statement containing the salient features of the FinancialStatement of all above subsidiaries and associates in prescribed format of AOC -1 formspart of this Annual Report.

In accordance with the provisions of Section 136(1) of the Act theFinancial Statements of each of the aforesaid subsidiaries along with related informationare available on your Company?s corporate website at https://corporate.shoppersstop.com/investors/annual-report/and the same are also available for inspection bythe Members. The Members desiring inspection / interested in obtaining a copy of theFinancial Statements may write at company. secretary@ shoppersstop.com to the CompanySecretary.

Your Company has adopted a policy for determining materialsubsidiaries which is part of the Company?s Policy on Related Party Transactions.The same is available on the Company?s corporate website at https://corporate.shoppersstop.com/investors/policies/. As per this Policy as on March 31 2022 yourCompany does not have any material subsidiary.

5. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Act andRegulation 34 of the Listing Regulations the Consolidated Financial Statements forms partof this Annual Report. The Consolidated Financial Statements have been prepared inaccordance with the Indian Accounting Standards (Ind AS) and Section 133 of the Act.

6. EMPLOYEES STOCK OPTION SCHEME / PLAN AND STATUTORYINFORMATION THEREON

Shoppers Stop Employee Stock Option Scheme 2008 (ESOP – 2008): TheMembers at 11th AGM held on July 29 2008 had approved ESOP -2008 for issuance of theemployee stock options (‘‘Options??) to the eligible employees of theCompany.

Shoppers Stop Employee Stock Option Scheme 2020 (ESOP – 2020): TheMembers had by a special resolution passed by the way of postal ballot (remote e-voting)on December 3 2020 approved ESOP-2020 for issuance of Options in one or more tranchesnot exceeding 1000000 (Ten Lacs) to the eligible employees of your Company. Your Companyhas received in-principle approval for the same from the two stock exchanges where theCompany is listed.

Shoppers Stop Employee Stock Option Scheme 2022 (ESOP – 2022):Based on the recommendation of the Nomination Remuneration & Corporate GovernanceCommittee the Board of Directors of your Company have subject to the receipt of approvalof Members through postal ballot along with in-principle approvals from the stockexchanges approved ESOP-2022 for issuance of the employee stock options("options") to the eligible employees of your Company at their meeting held onApril 28 2022. Your Company shall be approaching Members for there approval to ESOP- 2022through postal ballot.

The ESOP 2008 and ESOP 2020 (collectively "ESOP") have beenissued with the objective to promote desired behavior among employees for meeting theCompany?s long-term objectives and enable retention of employees for desiredobjectives and duration through a customized approach.

The Nomination Remuneration & Corporate Governance Committee ofyour Company inter-alia administers and monitors ESOP implemented by your Company inaccordance with the Act and the SEBI (Share Based Employee Benefits and Sweat Equity)Regulations 2021 amended ("the SEBI Regulations"). During the year underreview your Company has not granted Options under ESOP – 2008 out of the pool ofOptions available under ESOP-2008 (including 14995 Options which lapsed during the yearunder review). Further 28671 were granted on July 29 2021 and 34147 Options weregranted on March 29 2022 under ESOP – 2020 to the eligible employees of the Companyduring the year under review out of the pool of Options available under the ESOP –2020 (including 94196 Options which lapsed during the period under review).

Statutory Information on ESOP: The disclosures requirements under theSEBI Regulations for the aforesaid ESOP Scheme in respect of the year ended March 312022 are disclosed on the Company?s website and can be accessed using the linkhttps://corporate.shoppersstop. com/investors/annual-report/. Further a certificate fromKP Capital Advisors Private Limited-ESOP Direct with respect to implementation ofEmployee Stock Option Plan in compliance with the Act the SEBI Regulations and theMembers? approval is obtained and shall be available for inspection by the Members.The Members desiring inspection may write at company.secretary@ shoppersstop.com or to theCompany Secretary.

A certificate from the secretarial auditors M/s. Kaushal Dalal &Associates Practicing Company Secretaries (FCS -7141 CP- 7512) is obtained confirmingthat the ESOP

Scheme has been implemented in accordance with the SEBI Regulations andin accordance with the resolution of the company and shall be available for inspection bythe Members. The Members desiring inspection may write atcompany.secretary@shoppersstop.com or to the Company Secretary.

7. PEOPLE

In Your Company our key priority is Health and Safety of our People. Inthe last two years your Company has reinforced the importance of being a safe inclusiveand supportive place to work for all its employees. Health and safety of its employeestheir families and the people in its extended value chain remained its #1 priority. YourCompany continued to nurture a culture in which its people can thrive become future-fitand bring their best selves to work.

Your Company was conferred as 2nd Best Large Retail Company by AmbitionBox and 14th Best Large Company by Ambition Box and your Company also won Indian RetailChampions Best Departmental Store Award- RAI.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company remains committed as a good Corporate Citizen to integratesocial environmental and economic concerns in its values and operations to improve thewelfare of the stakeholders and the Society as a whole.

Your Company has in place the CSR Committee ("theCommittee") which performs the functions as mandated under the Act and the Rulesframed thereunder. The composition of the Committee is detailed in the CorporateGovernance Report.

Further your Board has adopted a Policy on CSR in terms of the Actand the Rules framed thereunder and in accordance thereof your Company undertakesactivities / projects / initiatives and makes contributions from time to time. Thesalient features of the said Policy are outlined in the Corporate Governance Report andthe 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 VIIthereto read with the Companies (Corporate Social Responsibility Policy) Rules 2014 theprescribed

CSR expenditure for the financial year 2021-22 is Nil.

Your Company had approved a CSR Budget of Rs.1.05 crores to be spent ona focused program for Women Empowerment through generating Livelihood and Menstrual HealthAwareness & Access to be run by an NGO Goonj in partnership with your Company.However due to the then ongoing COVID-19 pandemic the start of the work on the CSRproject was delayed and the Company could only release Rs.0.30 crores to Goonj inFinancial year 2020-21 being the amount spent during the said Financial year.

Your Company in terms of its obligation under Section 135(6) of theCompanies Act 2013 transferred on April 12 2021 Rs.0.75 crores being the amountremaining unspent under the ongoing CSR Project for the Financial Year 2020-2021 out ofthe budgeted amount of Rs.1.05 crores to a special bank account.

Your Company has during the year under review received certificatefrom Goonj confirming expenditure of aforesaid balance unspent CSR amount of Rs.0.75crores. A brief outline of the CSR Philosophy and the report on CSR activities containingtherein for the period under review is enclosed as Annexure II to this report.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL i.Non-Independent Directors - Director Retiring by Rotation.

During the year under review the Members at 24th AGM held on July 292021 approved re- appointment of Mr. Neel C. Raheja (DIN: 00029010) as the Director ofthe Company who was due to retire by rotation at the said AGM and being eligible hadoffered himself for appointment.

In accordance with the Act and the Articles of Association of theCompany Mr. B.S. Nagesh (DIN: 00027595) is liable to retire by rotation at the ensuingAGM and being eligible has offered himself for reappointment as a Director liable toretire by rotation. Accordingly the re-appointment of Mr. B.S. Nagesh Chairman andNon-Executive Director is being placed for the approval of the Members at the ensuing

AGM. A brief profile of Mr. B.S. Nagesh along with other relatedinformation forms part of the Notice convening the ensuing AGM.

ii. Independent Directors

During the year under review Mr. William Kim (DIN: 08750326) and Ms.Ameera Shah (DIN: 00208095) resigned as an Non-Executive Independent Director and Memberof the Audit Committee Risk Management Committee and Nomination Remuneration &Corporate Governance Committee of the Company with effect from January 20 2022. The Boardplaces on record its appreciation for contribution made by them during their tenure asIndependent Directors of your Company.

During the year under review Mr. Arun Sirdeshmukh (DIN: 01757260) andMs. Christine Kasoulis (DIN: 09365330) were appointed as Additional and Non-ExecutiveIndependent Directors of the Company by the Board of Directors on October 20 2021 for aterm of 5 (five) consecutive years effective from October 2021 subject to approval of theMembers at 25th AGM of the Company. Further Mr. Arun Sirdeshmukh and Ms. ChristineKasoulis were appointed as Members of the Audit Committee Risk Management Committee andNomination Remuneration & Corporate Governance Committee of the Company throughcircular resolution passed on January 03 2022.

The necessary resolution(s) seeking your approval for their appointmentas Independent Directors of your Company are included in the notice of the 25th AGM alongwith other necessary disclosures required under the Act and the Regulations.

iii. Declaration by Independent Directors

Your Company has received necessary confirmations/ declarations fromeach Independent Director of your Company confirming that they meet the criteria ofindependence as prescribed under the Act and the Listing Regulations. Based on suchconfirmations/ declaration in the opinion of the Board the Independent Directors of yourCompany fulfil the conditions specified under the Act the Rules made thereunder andListing Regulations and are independent of the Management of your Company.

Further your Company has received declaration from all IndependentDirectors (excluding Mr. Arun Sirdeshmukh and Ms. Christine Kasoulis) confirming that theyhave ensured inclusion of their names in the Independent Directors? data bank createdand maintained by Indian Institute of Corporate Affairs within stipulated timeframe asmandated by the Companies (Appointment and Qualification of Directors) Rules 2014 asamended.

The Independent Directors of your Company who do not have thisexemption shall ensure clearance ciency self- assessment test within the profi onlinestipulated timeframe.

iv. Key Managerial Personnel

Mr. Vijay Kumar Gupta appointed as Interim Company Secretary &Compliance Officer of the Company on January 15 2021 has been confirmed and appointed asCompany Secretary & Compliance Officer of the Company i.e. July 29 2021.

During the year under review there were no changes in the KeyManagerial Personnel of the Company.

10. PERFORMANCE EVALUATION

In compliance with the relevant provisions of the Act read with theRules made thereunder and the Listing Regulations the performance evaluation of the Boardas a whole its specified Statutory Committees the Chairman of the Board and theIndividual Directors was carried out for the year under review.

The evaluation process consisted of structured questionnaires coveringvarious aspects of the functioning of the Board and its committees such as compositionexperience and competencies performance of specific 65 duties and obligations governanceissues etc. The Board also carried out the evaluation of the performance of IndividualDirectors based on criteria such as contribution of the director at the meetingsstrategic perspective or inputs regarding the growth and performance of the Company etc.

Further the manner in which the annual evaluation was carried out andthe outcome of the evaluation are explained in the Corporate Governance Report.

11. NOMINATION REMUNERATION & CORPORATE GOVERNANCE COMMITTEE ANDCOMPANY?S POLICY ON NOMINATION REMUNERATION BOARD DIVERSITY EVALUATION ANDSUCCESSION

Your Company has in place the Nomination Remuneration & CorporateGovernance Committee which performs the functions as mandated under the Act and theListing Regulations. The composition of the Committee is detailed in the CorporateGovernance Report.

During the year under review Mr. Arun Sirdeshmukh and Ms. ChristineKasoulis Non-Executive Independent Directors were appointed as the Members of theNomination Remuneration & Corporate Governance Committee on January 03 2022.Further Mr. William Kim and Ms. Ameera Shah Non-Executive Independent Directors ceasedto be Members of the Committee with effect from January 20 2022.

The necessary resolution(s) seeking your approval for appointment ofMr. Arun Sirdeshmukh and Ms. Christine Kasoulis Non-Executive Additional IndependentDirectors as Independent Directors is included in the notice of the 25th AGM along withother necessary disclosures required under the Act and the Regulations.

In terms of the Act and the Listing Regulations the Board of Directorsof your Company has framed and adopted a policy on appointment and remuneration ofDirectors Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) of theCompany which inter-alia includes Board Diversity process of Evaluation of DirectorsKMPs and SMPs of the Company criteria for determining qualifications positiveattributes independence of a Director and other related matters. The remuneration paid toDirectors KMP and SMP of the Company are as per the terms laid down in this Policy. TheManaging Director & CEO of your Company does not receive remuneration or commissionfrom any of the wholly owned subsidiaries of your Company. The salient features of thesaid Policy are outlined in the Corporate Governance Report and the said Policy is madeavailable 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 year 2020-21 inprescribed form MGT – 7 pursuant to Section 92 of the Act read with the Rules framedthereunder is available on your Company?s corporate website at https://corporate.shoppersstop.com/investors/annual-report/ The Company shall immediately after the filingof the Annual Return for the year 2021-22 make the same available on the website of yourCompany.

Meetings of the Board of Directors: A calendar of Meetings is preparedand circulated in advance to the Directors. The Board of Directors of your Company met 7(seven) times during the year under review. The intervening gap between the Meetings waswithin the period prescribed under the Act and the Listing Regulations. The details of theboard meetings the attendance of the Directors thereof and other particulars are providedin the Corporate Governance Report.

Change in the share capital: During the year under reviewpursuant to the exercise of options under the Employee Stock Options Plan 2008 yourCompany issued and allotted 141315 equity shares of the face value of Rs. 5 each and asa result the share capital of the Company has increased from Rs. 546794550 (consistingof 109358910 equity share of Rs. 5 per share) to Rs. 547501125 (consisting of109500225 equity share of Rs. 5 per share).

Audit Committee: During the year under review the Companyrenamed its Audit and Risk Management Committee with effect from October 20 2021 as AuditCommittee.

As on date the Committee comprises of three Independent Non- ExecutiveDirectors i.e. Mr. Deepak Ghaisas (Chairman) Mr. Arun Sirdeshmukh Ms. ChristineKasoulis; and one Promoter and Non-Executive Director Mr. Ravi C. Raheja.

During the year under review Mr. Arun Sirdeshmukh and Ms. ChristineKasoulis Non-Executive Independent Directors were appointed as the Members of the AuditCommitteeonJanuary032022.FurtherMr.WilliamKimand Ms. Ameera Shah Non-ExecutiveIndependent Directors ceased to be Members of the Committee with effect from January 202022. The powers and role of the Committee are included in the Corporate GovernanceReport. During the year under review all the recommendation made by the Committee wereaccepted by the Board.

Risk Management Committee: During the year under review theCompany constituted the Risk Management Committee along with its terms of reference witheffect from October 20 2021.

As on date the Committee comprises of three Independent- Non-Executive Directors i.e. Mr. Deepak Ghaisas (Chairman) Mr. Arun Sirdeshmukh and Ms.Christine Kasoulis (Members) and one Promoter and Non-Executive Director Mr. Ravi C.Raheja.

During the year under review Mr. Arun Sirdeshmukh and Ms. ChristineKasoulis Non-Executive Independent Directors were appointed as the Members of the RiskManagement Committee on January 03 2022. Further Mr. William Kim and Ms. Ameera ShahNon-Executive Independent Directors ceased to be Members of the Committee with effect fromJanuary 20 2022.The powers and role of the Committee are included in the CorporateGovernance Report.

Related Party Transactions: All transactions with relatedparties are placed before the Audit Committee ("the Committee") for itsapproval. An omnibus approval from the Independent Directors of the Committee is obtainedfor the related party transactions which are repetitive in nature based on the criteriaspecified and approved by the Board based on recommendation of the Committee andtransactions which are unforeseen for each financial year.

The Committee and the Board reviews on a quarterly basis alltransactions entered into by your Company pursuant to the omnibus approvals so granted.

During the year under review the policy on Related Party Transactionsamended as per changes in Listing Regulations and Act during the year and adopted by yourCompany is available on the Company?s corporate website athttps://corporate.shoppersstop.com/Investors/Policies. aspx.

All transactions with Related Parties entered into during FY 2022 werein ordinary course of business and at arm?s length basis and in accordance with theprovisions of the Act and the Rules made thereunder the Listing Regulations and yourCompany?s Policy on Related Party Transactions.

During the year under review there were no transactions which werematerial considering the aforesaid Policy. Accordingly no disclosure is made in respectof related party transaction in Form AOC – 2 in terms of Section 134 of the Act andRules framed thereunder. There are no related party transactions that may have potentialconflict with the interest of your Company at large or which warrants the approval ofshareholders. The attention of the Members is drawn to the notes to the StandaloneFinancial Statement setting out the related party transactions disclosures for FY 2022.

Particulars of loans guarantees or investments: The details ofthe loans guarantees or investments covered under Section 186 of the Act forms part ofthe Notes to the Standalone Financial Statements provided in this Annual Report.

Other Disclosures: The Board hereby states that no disclosureand / or reporting and / or details is required in respect of the following matters asthere were no transactions on these matters and / or instances / requirement /applicability during the year under review:

• Deposits covered under Sections 73 and 74 of the Act read withCompanies (Acceptance of Deposits) Rules 2014.

• Issue of equity shares with differential rights as to dividendvoting or otherwise.

• No significant or material orders were passed by the

Regulators or Courts or Tribunals impacting the going concern statusof 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 Actis not applicable to your Company.

• Material changes and commitments affecting the financialposition of your Company that have occurred between the end of the financial year to whichthe financial statements relate and the date of this report unless otherwise stated inthe report.

13. PREVENTION OF SEXUAL HARASSMENT (POSH)

Your Company continues to follow all the statutory requirements andguidelines in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules framed thereunder. ThePOSH Committee established as per the statutory requirements continues to operate inevery unit and the registered office. In case of any instances employees are advised toapproach the local POSH Committee and appropriate action in this regard is initiated post-detailed review of the matter. Your Company stands strong against any kind of sexualharassment and has zero tolerance for sexual harassment at workplace.

Every associate at the time of joining under goes an extensive trainingon POSH through an e-learning module that covers the definition guidelines and detailedcoverage of policy on POSH. It also covers the rights and responsibilities of theemployees under the POSH guidelines and Company?s policy. POSH policy is uploaded onthe internal intranet site. POSH helpline details are placed on the notice boards at alllocations for employees & other staff to be aware about the provisions of the POSHpolicy.

Your Company maintains a repository of all inquiries and documents asper the statutory guidelines and Company?s POSH policy. The Internal ComplaintsCommittee members of the POSH Committee have been trained to update them with the bestpractices in this area including for circumstances of POSH arising in a virtualenvironment.

There were 13 POSH cases received during the financial year and theywere resolved as per the guidelines of POSH Act and Rules made thereunder.

14. RISK MANAGEMENT

Your Company has established a robust risk management system toidentify assess the key risks and mitigate them appropriately. Further such systemensures smooth and efficient operations of the business. Your Company has adopted a RiskManagement Policy pursuant to Section 134 of the Act. The Policy is available on thecompany website athttps://corporate.shoppersstop.com/wp-content/uploads/sp-client-document-manager/1/79a6c57-96cb.pdf.Your Company has in the light of the COVID-19 pandemic outbreak reviewed the major risksincluding risks on account of business continuity supply chain management third partyrisks legal compliance and other risks which may affect or has affected its operationsemployees customers vendors and all other stakeholders from both the external and theinternal environment perspective. Basis this review appropriate actions have beeninitiated to mitigate partially mitigate transfer or accept the risk (if need be) andmonitor such risks on a regular basis.

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

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

15. INTERNAL FINANCIAL CONTROL

Internal financial controls are an integral part of the risk managementprocess addressing financial and its financial reporting risks. The internal financialcontrols have been documented and embedded in the business processes.

Your Company has laid down internal financial controls through acombination of entity level controls process level controls and IT general controlsinter-alia to ensure orderly and efficient conduct of business including adherence toyour Company?s policies and procedures accuracy and completeness of accountingrecords and timely preparation and reporting of reliable financial statements/informationsafeguarding of assets prevention and detection of frauds and errors.

The evaluation of these internal financial controls is done through theinternal audit process established within your

Company and also through appointing professional firm as the internalauditors to carry out such tests by way of systematic internal audit program. Based on thereview of the reported evaluations we believe that these systems provide reasonableassurance that our internal financial controls are designed effectively and are operatingas intended and for the preparation of financial statement for the year under review thatthe applicable Accounting

Standards have been followed and the internal financial controlsrelated to financial statement are generally found to be adequate and were operatingeffectively and that no material weaknesses were noticed.

16. WHISTLE BLOWER / VIGIL MECHANISM

Your Company has established a Vigil Mechanism/ Whistle Blower policyin line with the Regulations 18 and 22 of the Listing Regulations and Section 177 of theAct. 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 vendorpersonnel. The Whistle Blower Policy is available on the website of the Company and can weaccessed at https://corporate.shoppersstop.com/wp-content/uploads/sp-client-document-manager/1/bbb842f-9582.pdf.

Under this Policy the Whistle Blower can raise concerns relating toreportable matters such as unethical behavior actual or suspected fraud or violation ofyour Company?s code of conduct or ethics policy or any other malpractice improprietyor wrongdoings illegality of regulatory requirements. The reach of this hotline facilityis also expanded further for placing complaints against sexual harassment Insider Trading& other specific HR related matters. The mechanism adopted by your Company encouragesto report genuine concerns or grievances and provides for adequate safeguards againstvictimization of the Whistle Blower who avail of such mechanism and also provide fordirect 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 theAudit Committee. The guidelines are designed to ensure that stakeholders may raise anyconcern on integrity value adherence without fear of being punished for raising thatconcern. This third party managed ‘Ethics Hotline? provide independence andcomfort to the designated personnel to blow the whistle in case they have any issues worthreporting.

17. CORPORATE GOVERNANCE REPORT

Pursuant to the Regulation 34 of the Listing Regulations a separatereport on Corporate Governance along with a certificate from S R B C & CO LLP theStatutory Auditors the Company confirming its compliance forms part of this AnnualReport.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review onthe business operations / performance review as stipulated under the Listing Regulationsforms part of this Annual Report.

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the yearunder review as stipulated under the Listing Regulations describing the initiativestaken by your Company from social and governance perspective forms an integral part ofthis Annual Report. Your Company has proactively voluntary initiated the BusinessResponsibility and Sustainability Report for the year under review.

20. AUDITORS & AUDITORS? REPORT Statutory Auditors

M/s. S R B C & CO LLP were appointed as the statutory auditors atthe Annual General Meeting held on July 28 2017 for a term of 5 years to hold officeuntil the conclusion of the 25th Annual General Meeting (AGM).

The Audit Committee and the Board at their meeting held on April 282022 approved the re-appointment of M/s. S R B C & CO LLP (Registration No.324982E/E300003) Chartered Accountants as the statutory auditors for a second term offive (5) years i.e. from conclusion of the 25th AGM till the conclusion of 30th AGM. Thenecessary resolution(s) seeking your approval for their appointment as statutory auditorsis included in the notice of the 25th AGM along with other necessary disclosures requiredunder the Act and the Regulations.

The Auditors Report given by S R B C & CO LLP Statutory

Auditors on the financial statements of the Company for the year endedMarch 31 2022 forms part of the Annual Report. The Auditor?s Report does not containany qualification reservation or adverse remark. However statutory auditor has drawnattention i.e. an Emphasis of Matter with regard to Note No. 30(ii) of the Standalone IndAS Financial Statements [Note No. 29(ii) of the Consolidated Ind AS Financial Statements]in their report details of which are as follows:

Litigation

We draw attention to Note 30(ii) to the standalone Ind AS financialstatements which describes the uncertainty related to the outcome of the appeal filedbefore the Supreme Court regarding non provision of retrospective levy of service tax forthe period from June 1 2007 to March 31 2010 on renting of immovable properties givenfor commercial use aggregating to Rs. 16.60 crores.

Detailed explanation in respect of the matter has been provided underNote 30(ii) of standalone Ind AS financial statements Note No. 29(ii) of the ConsolidatedInd AS Financial Statements.

During the year under review the Auditor has not reported any fraudand therefore no detail are required to be disclosed under Section 134(3) (ca) of the Act.

Secretarial Auditors

The Secretarial Audit Report for FY2022 issued by M/s. Kaushal Dalal& Associates Practicing Company Secretaries (FCS- 7141 CP-7512) the SecretarialAuditor for the year under review is annexed as Annexure III to this report. The saidreport does not contain any qualification reservation adverse remark or disclaimer.

During the year under review the above Auditors have not reported anyfraud and therefore no details are required to be disclosed under Section 134(3) (ca) ofthe Act.

21. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy and technology absorption asstipulated under the Act read with the Rules made thereunder is annexed as Annexure IV tothis Report. The foreign exchange earnings were Rs. 33.69 crores (Previous Year Rs. 12.99crores) and outgo was Rs. 8.41 crores (Previous Year Rs. 1.83 crores) for the year underreview.

22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules andthe disclosures pertaining to ratio of remuneration and other details as required underSection 197(12) of the Act read with Rule 5(1) of the said Rules are annexed to thisreport.

Having regard to the provisions of the second proviso to Section 136(1)of the Act the Annual Report excluding the aforesaid information is being sent to theMembers of the Company and others entitled thereto. The said information is available forinspection by the Members. The Members desiring inspection/ interested in obtaining copythereof may write at company.secretary@shoppersstop.com to the Company Secretary. TheAnnual Report including the aforesaid information is made available on the Company?scorporate website.

23. DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Act the Directors of yourCompany to the best of their knowledge and based on the information and explanationsreceived from your Company hereby confirm that:

a. In the preparation of the annual accounts for the year under reviewthe applicable accounting standards have been followed along with proper explanationrelating to material departures if any.

b. The Directors have selected appropriate accounting policies and haveapplied them consistently and judgments and estimates have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company ason March 31 2022 and of the loss of the Company for the year under review.

c. Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 Companywere laid down and such internal financial controls were adequate and operatingeffectively.

f. Proper systems to ensure compliance with the provisions of allapplicable laws were devised and that such systems were adequate and operatingeffectively.

24. SECRETARIAL STANDARDS

During the year under review your Company has complied with theSecretarial Standards issued by the Institute of Company Secretaries of India andnotified 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 andfelicitations conferred by reputable organizations some of them are:

• 2nd Best Large Retail Company by Ambition Box

• 14th Best Large Company by Ambition Box

• Indian Retail Champions Best Departmental Store Award- RAI.

26. ACKNOWLEDGEMENT

We thank our customers business partners suppliers bankers andshareholders for their continued support during the year. We thank the Government ofIndia the State Governments where we have business operations and other governmentagencies for their support and look forward to their continued support in the future.

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

For Shoppers Stop Limited
Place: Mumbai B S Nagesh
Date: April 28 2022 Chairman

.