Incorporated as a private limited company on June 16, 1997, we beacme a deemed public limited company on December 8, 1997. Pursuant to an amendment to the Companies Act in the year 2000, our Company was converted from a deemed public company to a full fledged public company with effect from October 6, 2003. Prior to incorporation two of our existing stores at Mumbai and Bangalore were run by a division of Ivory Properties & Hotels Limited (IPHL) under the brand named Shoppers' Stop. Soon after our incorporation, IPHL executed a conducting agreement with us dated November 3, 1997 giving us a right to participate in running the departmental stores which included the right to use (i) the Mumbai Shopper's Stop property (ii) the Bangalore Shoppers' Stop property (iii) the agreements and arrangements with various parties relating to purchases, sales, franchises and co-sponsorship (iv) the brands developed (v) the diverse modes of rendering services to the customers (vi) the data bank of Shopper's Stop, the membership of the First citizen's Club etc; (vii) the software, various systems and training programmes (viii)books and cassettes providing knowledge for retail trade, (ix) the business sport systems and (x) the names of the stores and logos of the stores. This agreement was terminated and a fresh Conducting Agreement was executed with IPHL dated March 31, 2000. IPHL signed a Deed of Assignment dated March 31, 2000 with us for transferring the ownership of certain trademarks, trade names, goodwill and brand names in our favour known as SHOPPER' STOP (label), STUDIO KRT (label), STOP (label with color schemes)STOP(device), STOP(label), FIRSTCITIZENS'CLUB, BLUESBIZAAR, BLUES BIZARRE, BLUESBIZAR (word & label) BLUES BIZAAR (word & complete label) i(in-house brand), i(in-house brand), B (in-house brand). Out of the various trademarks under which we presently market our in-house products only six are registered in our name. Three of the trademarks we presently market some of our in-house products are registered in the name of our Promoter, Ivory Properties and Hotels Pvt. Ltd. and applications are yet to be made to register them in the name of our Company. For the rest, applications for the registration of these trademarks in the name of our Company have been submitted to the relevant trademark authorities and are still pending with them. We initially acquired 790 equity shares of Rs 100 each in UTL from some of the existing shareholders and increased our stake in the company to 1265 Equity Shares (25.3% of the equity capital) on March 23, 1999 at a purchase price of Rs.100 per share. UTL was a trading company, and was one of our suppliers for garments and accessories. We enhanced our stake in UTL to 100% in February 2000. UTL has discontinued its trading operations from January 2003. UTL handles our distribution and logistic function since February 2000 and now operates through four distribution centers located in Mumbai, Bangalore, New Delhi and Kolkata. Shoppers' Stop Services (India) Ltd was incorporated as our wholly owned subsidiary in March 2000 to provide shared services and consultation, in accounting and logistics operations. Currently, this subsidiary has limited operations. Shoppers' Stop.Com (India) Ltd was incorporated in February 2000 as our wholly owned subsidiary to provide on-line shopping facilities to our customers. As this venture did not yield desired results, its operations were discontinued in February 2001. Profound Readers' Choice Trading (India) Ltd was incorporated in November 1999 as our subsidiary and acquired `Crossword', a chain of books and music stores, from India Book House Ltd (IBHL) under trademark and style of Crossword, as a going concern by way of slump sale on March 31, 2000. The Crossword Division from IBHL was acquired at a purchase consideration of Rs.137.5 mn for the whole of the acquired business undertaking. The Deeds of Assignment between IBHL and Profound Readers' Choice Trading (India) Ltd were signed on March 31, 2000 & July 5, 2000 for assignment of trademarks of Crossword. Profound Readers' Choice Trading (India) Ltd changed its name to Crossword Bookstores Ltd (Crossword) and has ICICI Trusteeship Services Ltd a/c ICICI Emerging Sectors Fund as it's equity investor holding 49% of its equity, and is governed by a separate shareholders' agreement. Milestones of Our Business Year Events 1991 IPHL opened its first Shoppers' Stop store selling men's wear at Andheri (Mumbai) 1992 Ladies section added 1993 Children and non apparel accessories sections added Disney carnival organized, with official Disney characters (Mickey, Minnie, Donald and Goofy) participating, In house Retail Management Trainee Programme started 1994 First Citizen Club loyalty card launched 1995 Second store opened (Bangalore) 1996 Festival of Britain celebrated in association with the Commercial Department of the British Consulate 1997 Shopper's Stop Limited was incorporated on June 16 1997 Festival of Indian tradition and culture,`Parikrama', launched Co-branded credit card launched for FCC members in partnership with HSBC 1998 Third store opened (Hyderabad), the then largest with 72,287 sq. ft of retail area SSL co-opted as India's only member to the Intercontinental Group ot Department Stores (IDGS) 1999 Implemented JDA Retail ERP (a global leader in retail ERP packages) Fourth and Fifth stores launched (Jaipur & Delhi) 2000 Sixth & Seventh stores opened (Chennai & Chembur, Mumbai) Placed equity with external investors to raise Rs 600 mn Acquired Crossword, one of India's leading book retailing chain, from India Book House in partnership with ICICI Trusteeship Services Limited (A/c ICICI Emerging Sectors Fund) 2001 Implemented Warehousing Module of JDA, Auto Replenishment and Auto Purchase Order system and business to business connectivity Eight and Ninth store launched (Pune & Bandra, Mumbai) Profit Linked Reward System (PLRS) introduced (or all employees 2002 Tenth store opened (Kandivali, Mumbai) 2003 Received various industry awards from CMAI (including Best Retailer of the Year) and from Nasscom (Best IT Practice in Retail Category) Signed Austin Reed licence for men's outerwear for India exclusively Three stores launched taking the total number of stores to 13 (Mulund, Mumbai, Gurgaon and Kolkata) 2004 Fourteenth, fifteenth and sixteenth stores launched in February 2004 (Malad, Mumbai), June 2004 (Salt Lake City, Kolkatta) and October 2004 (Bangeratta Bangalore) respectively taking total retail area to 752,848 sq ft Received Superbrand status for 2003 and 2004 Received Images Retail award for the "Most favoured retail destination of the year" - September, 2004 Received the "Organization With Innovative HR Practices" award at the HR Excellence Awards organized by Mid-Day, Big Break & Daks - November 2004 Reveived Top retailer 2004 India Bronze award given by Retail Asia-Pacific Top 500 awards Auditor Qualifications': Statutory Auditor "Deloitte Haskins & Sells" vide its report dated February 23, 2005 has mentioned the following qualification in respect of operations of Upasna Trading Limited which is being reproduced from their report as follows: (i) The operations of Upasna, a 100% subsidiary of SSL are entirely dependent on SSL and SSL is committed to provide the necessary level of financial support to Upasna to enable it to operate and pay its debts, if required. We are informed that management plans to enhance Upasna's role in the distribution and logistics operations of group companies and it will therefore be able to repay SSL's dues in the near future. Of the Rs.39.30 million and Rs.39.84 million outstanding as at 30 November 2004 and 31 March 2004 respectively, Rs.26.42 million and Rs.25.30 milion respectively, had been advanced to meet certain disputed liabilities which have been paid by Upasna under protest and SSL has correspondingly included such amounts under contingent liabilities, [see note 2 in Annexure III (a)]. In respect of the balance of Rs. 12.88 million and Rs. 14.54 million respectively, since the impact of non-recovery, if any, cannot be quantified the Summary Statements [Annexures I (a) and II (a)] have not been adjusted. For further details, please refer to section "Consolidated Financial Information" in this Red Herring Prospectus. Our corporate structure: Our existing corporate structure is as under: Shopper's Stop Ltd Crossword Upasna Shopper's Stop.Com Shopper's Stop Bookstores Ltd. Trading Ltd. (India) Ltd. Services (India) Ltd 51%* 100% 100% 100% * An agreement dated February 28, 2005 has been entered into between Shoppers Stop, ICICI Trusteeship Services Ltd. (in its capacity as trustee of ICICI Emerging Sectors Fund a scheme of ICICI Emerging Sectors Trust/Mutual Fund) (hereinafter "ICICI") and Crossword Bookstores Limited. Pursuant to the provisions of the said agreement our Company has agreed to purchase 4685625 equity shares of Crossword from ICICI not later than June 30, 2005. Pursuant to clause 4 of the said agreement in the event that the sale and purchase of the abovmentioned shares is not completed by June 30, 2005 (unless otherwise extended by mutual consent) the said agreement shall terminate and cease to have effect. 2005 -Shoppers' Shop has fixed the price band for its maiden public offer of 69.46 lakh shares between Rs 210 and Rs 250 per share. The issue is slated to open on April 27 and close on May 3. This price band allows the company to raise a maximum of Rs 173 crore. Post-issue, the promoters' stake would touch around 67 per cent from the existing 79.75 per cent holding. The book-running lead managers are Enam Financial Consultants Pvt Ltd, JM Morgan Stanley Pvt Ltd, Kotak Mahindra Capital Company Ltd, ICICI Securities Ltd and co-book running manager is IL&FS Investmart Ltd. -The IPO of Shopper's Stop is oversubscribed by 5.3 times on the first day of the offer, with bids received for 3.04 crore shares as against 57.6 lakh shares on offer in the price band of Rs 210 to Rs 250. - The Shoppers' Stop IPO, which began on April 28 and closed on May 4, is subscribed 8.6 times. - Shoppers' Stop scrip made a sparkling debut on the bourses on May 23. The counter closed at Rs 372.60 on the Bombay Stock Exchange (BSE), 56.60 per cent higher than its issue price of Rs 238. The counter opened at Rs 335 on the BSE a 40.9 per cent premium over the issue price. -Shoppers Stop enters into franchisee agreement with Mothercare PLC, UK -Shoppers' Stop sets up new outlet in Bangalore. 2006 -Shoppers Stop & Nuance Group signs an MoU for setting up JV to enter the Duty Free retail market at Indian Airports. -The Company has opened its 21st Store at Lucknow on December 22, 2006. -The Bangalore International Airport has awarded the Company the concession to operate retail at both the International and domestic terminals at the Greenfield Bangalore International Airport. 2007 -The Company and HyperCity Retail (India) Pvt Ltd have jointly signed a Memorandum of Understanding with Home Retail Group of United Kingdom, to develop the Argos format of catalogue retailing in India with exclusive franchise from them. -The Company has opened its 22nd Store at Noida today (April 27, 2007). -The Company has opened its 24th Store at Rajouri, New Delhi on July 06, 2007. -Gateway Multichannel Retail (India) Ltd, the subsidiary of the company has opened its first store 'Hypercity Argos' at Thane. 2008 -The Company on January 31, 2008 has opened one 'Crossword' Store at Pune. -The Company has opened "Stop & Go" format store at Hyderabad International Airport. With the opening of this store, the Company has 2(two) "Stop & Go" stores under its operation. -The Company has opened its 4th "HomeStop" store at Inorbit Mall, Vashi, Navi Mumbai. -The Company has opened "Brio" at Inorbit Mall, Vashi, Navi Mumbai and Clinique at Inorbit Mall, Malad. Further the Company has informed that it has opened one Crossword store at Suncity, Jaipur. 2009 -The Company has opened one M.A.C, store at Shopper's Stop - Noida. -The Company has opened one "Clinique" store at Palladium, High Street Phoenix, Lower Parel, Mumbai. -"Crossword" franchisee store has been opened at Bangalore, one "Crossword" store at Shopper's Stop, Hi-Tech City, Madhapur, Hyderabad has been opened by the Company. 2010 -The Company has opened one M.A.C. store at DLF Promenade Mall in Delhi. -"Crossword" store at Hypercity, Thane has been opened by the Company. -Company has opened Shoppers Stop" store at Amritsar. -One "Crossword" store at Bengaluru, One "Crossword" store at Hypercity - Amritsar; and One "Crossword" franchisee store at Pune has been opened by the Company. -Company has opened 'Shoppers Stop' store at Aurangabad. -Company has changed its name from Shopper's Stop Ltd. to Shoppers Stop Ltd. 2011 -"Crossword" store at Oberoi Westin, Mumbai has been opened by the wholly owned subsidiary Crossword Bookstores Ltd. -The Company has been awarded the Customer and Brand Loyalty Award - Retail Sector at the 4th Loyality Awards. - The Company has been awarded with "Most Respected Company in the Retail Sector" by Business World's Most Respected Companies Awards. -The Company has been awarded a "VMRD Retail Design Awards 2011 - Merit Certificate". -Company has splits its Face value of Shares from Rs 10 to Rs 5 2012 -The Company has opened "Shoppers Stop" store at Spaze Mall, Gurgaon. -One 'Crossword' store at Mindspace, Hyderabad has been opened by the Company's wholly owned subsidiary, Crossword Booksotres Ltd. -Shoppers Stop - Rohini store has received VMRD Retail Design Awards. -The Company has opened one Clinique door at 1 M. G. Road Mall, Bengaluru. -The Company has opened one M.A.C door at "Inorbit Malls", Cyberabad - Hyderabad. -National Education & Human Resource Development Organization has awarded "Top Class Brand Award 2012 - 2013" to the Company. Mr. Govind Shrikhande - Managing Director of the Company has been awarded with "Rashtriya Udyog Ratna Award". 2013 -The Company has opened Shoppers Stop store at OMaxe SRK Mall, Agra, Surat, Viviana Mall, Thane -Shoppers Stop - 2nd International Best Practice Competition 2013 -The Company has opened one Clinique door at Market City Mall, Chennai, Whitefield, Bangalore. Hyderabad, Jaipur Chandigarh -The Companys store located at Inorbit Mall, Vashi has been conferred with "BEST ANCHOR STORE" award, consecutively for the 5th year in continuation. -Shoppers Stop - Opening Estee Lauder door -The Company has been conferred with Best Online Retailer of the Year (Department Store) -The Company is recipient of following awards at POP - Instore Asia and Visual Merchandising & Retail Design Awards 2013. - Company has been chosen as "Indias Most Respected Retail Company" by Business World Magazine. -Shoppers Stop named as Best Supply Chain Company in Retail Vertical -Shopper & 39 s Stop to invest Rs 125 cr on expansion in Financial year 2013 2014 -Shoppers Stop, has won "Best Employer Brand Award" at the 5th Asia Best Employer Brand Awards ceremony held at Singapore. -The Company has opened "Shoppers Stop" store at CG Road, Ahmedabad, Mangalore -Shoppers Stop has been selected as part of the "100 MOST VALUABLE BRANDS OF THE YEAR 2014" World Consulting & Research Corporation (WCRC) and KPMG. -The Company has opened M.A.C door at Phoenix Market City in Pune. -Shoppers Stop has been selected as a `SUPERBRAND' in India. -Crossword opens 2 franchisee stores at Bilaspur 2015 -Customer Choice Loyalty Programme Awards -Best Loyalty Programme in the Retail Sector -Direct Marketing Campaign of the Year -Best use of Social Media to Enhance Loyalty -'Hypercity Discovery Club' of Hypercity Retail (India) Limited, the Company's Subsidiary Company, has been conferred with the award for the "Best Promotional / Shopper Marketing Campaign". -Shoppers Stop Ltd awarded the 25th Rank in the "Great Places To Work in Asia" -Shoppers Stop Ltd has been awarded "Economic Times - Excellence In Supply Chain & Logistics Award" -Shoppers Stop Ltd Hypercity Retail (India) Limited, the Company's Subsidiary Company has won 5 awards selected by the Jury for National Award for Excellence in Training & Development and National Talent Management Leadership Awards. -Shoppers Stop wins Quality Excellence Award -Most Admired Retailer of the year 2016 -The Company has opened M.A.C door at Forum Mall, Hyderabad -Shoppers Stop won award from Business World Magazine -Shoppers Stop opens new store in Bengaluru - The Company has opened M.A.C door at DLF Mall of India, Noida -The Company has opened one M.A.C door and one Clinique door at Mumbai International Airport at T2-Domestic Departures Shoppers Stop Ltd has "Bobbi Brown" store at Inorbit Mall - Malad, Mumbai. 2017 - The Company has opened "Bobbi Brown" store at Market City - Pune. 2020 -The company issued rights shares of Rs. 5 in the ratio of 17:70 at a premium of Rs. 135 per share.