Shoppers Stop Limited's Nomination, Remuneration & Corporate Governance Committee (NRCGC) convened on May 05, 2026, and approved a set of employee stock benefit actions under the Shoppers Stop Limited Employees Stock Option Plan 2022 (SSL Plan 2022). The approvals encompassed the allotment of equity shares arising from the exercise of vested options, a fresh grant of ESOPs and RSUs, and the vesting of RSUs for eligible employees. The NRCGC meeting commenced at 12 noon and concluded at 1:30 pm.

Share Allotment Under SSL Plan 2022

The NRCGC approved the allotment of 7,417 equity shares of Rs. 5/- each, on account of the exercise of vested Employee Stock Options by eligible employees under SSL Plan 2022. The exercise price per share stood at Rs. 5, with a premium of Rs. 0 per share. The allotted shares rank pari-passu with the existing equity shares of the company in all respects. The company has clarified that this allotment is not material in nature. No lock-in applies to these shares. Following this allotment, the company's share capital has increased as detailed below:

Grant of ESOPs and RSUs

The NRCGC also approved a fresh grant of 1,49,772 ESOPs and 74,886 RSUs to eligible employees under SSL Plan 2022, covering a total of 2,24,658 equity shares of face value Rs. 5/- each. The ESOP exercise price of Rs. 365/- per option has been determined as the 6 months' average of daily opening and closing price of shares on the recognised stock exchange having the highest trading volume, on the date immediately prior to the grant date. The key terms of the grant are as follows:

Vesting Schedule — ESOPs (1,49,772 options):

• 1st year from date of grant: 25%
• 2nd year from date of grant: 25%
• 3rd year from date of grant: 25%
• 4th year from date of grant: 25%

Vesting Schedule — RSUs (74,886 units):

• 2nd year from date of grant: 15%
• 3rd year from date of grant: 35%
• 4th year from date of grant: 50%

Vesting criteria for both ESOPs and RSUs require continued employment or service with the company on the relevant vesting date, along with achievement of certain milestones as determined by the Committee. The Committee may also specify additional performance criteria.

Vesting of RSUs for FY 2026-27

In addition to the fresh grant, the NRCGC approved the vesting of 89,221 RSUs under SSL Plan 2022 for FY 2026-27. When exercised, these RSUs would convert into 89,221 equity shares of face value Rs. 5/- each fully paid-up. The exercise window for these RSUs is two years from the respective date of vesting. The vesting dates and corresponding RSU quantities are spread across multiple tranches, all at a price of Rs. 5 per RSU, as detailed below:

Regulatory Compliance

The SSL Plan 2022 received consolidated in-principle approval from BSE (vide letter dated June 24, 2022, filing number DCS/IPO/TL/ESOP-IP/2384/2022-23) and from NSE (vide letter dated June 15, 2022, filing number NSE/LIST/31360), each for 20,00,000 equity shares comprising 13,33,000 ESOPs and 6,67,000 RSUs. All disclosures have been made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Regulation 10(c) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Shoppers Stop Limited's Board of Directors approved the audited standalone and consolidated financial results for the quarter and financial year ended March 31, 2026, at its meeting held on May 05, 2026. The company reported FY26 total revenue of ₹6,057 crores, reflecting an 8% year-on-year growth. Managing Director and CEO Kavindra Mishra stated that the company paid off ₹109 crores of debt during the year and aims to be completely debt-free by Q4 FY27. The CEO also outlined an aggressive strategy to cut EBITDA losses by half by FY27 and reach break-even by FY28. Additionally, the company plans to halt expansion in early FY27 to improve productivity and gross margins, addressing investor concerns over cash burn from new projects. Statutory auditors S R B C & Co LLP issued an unmodified audit opinion on the results, which were reviewed by the Audit Committee prior to approval.

Financial Performance: Q4 and FY26

The company reported a standalone net loss of ₹18.28 crores for Q4 FY26, compared to a net profit of ₹2.47 crores in Q4 FY25. For the full financial year FY26, the standalone net loss stood at ₹46.24 crores, against a net profit of ₹6.74 crores in FY25. On a consolidated basis, the net loss for Q4 FY26 was ₹16.35 crores versus a net profit of ₹1.99 crores in Q4 FY25, while the full-year consolidated net loss was ₹36.09 crores compared to a net profit of ₹10.89 crores in FY25.

The following table presents the key standalone financial metrics for the quarter and full year:

The following table presents the key consolidated financial metrics for the quarter and full year:

Strategic Outlook: Debt Elimination and Loss Reduction

CEO Kavindra Mishra outlined a multi-pronged strategy to restore financial health. The company targets elimination of all debt by Q4 FY27, building on the ₹109 crores already repaid during FY26. On the profitability front, the management aims to cut EBITDA losses by 50% by FY27, with a further goal of reaching break-even by FY28. In response to investor concerns over cash burn from new store projects, Shoppers Stop also plans to pause its expansion programme in early FY27, focusing instead on improving store-level productivity and gross margins before resuming growth.

Exceptional Items

The financial results include exceptional items that impacted profitability during the year. For FY26, standalone exceptional items totalled ₹18.79 crores, comprising a provision for impairment of property, plant and equipment of ₹1.30 crores in Q4 FY26, and a one-time increase in provision for employee benefit expenses of ₹17.49 crores (due to the impact of the new labour code) recorded in Q3 FY26. On a consolidated basis, total exceptional items for FY26 amounted to ₹18.99 crores, with the labour code-related provision at ₹17.69 crores.

Cash Flow Highlights

For the year ended March 31, 2026, Shoppers Stop generated net cash from operating activities of ₹873.19 crores on a standalone basis, compared to ₹565.72 crores in the prior year. On a consolidated basis, net cash from operating activities was ₹837.68 crores versus ₹548.52 crores previously. Net cash used in investing activities stood at ₹170.09 crores (standalone) and ₹128.98 crores (consolidated), while net cash used in financing activities was ₹650.97 crores (standalone) and ₹674.79 crores (consolidated).

Balance Sheet Highlights

The standalone total assets as at March 31, 2026 stood at ₹6,059.58 crores compared to ₹5,955.32 crores as at March 31, 2025. Total equity on a standalone basis was ₹299.24 crores, down from ₹339.56 crores in the prior year. Consolidated total assets were ₹6,290.66 crores versus ₹6,094.62 crores in the previous year, with total consolidated equity at ₹291.01 crores against ₹321.20 crores.

Investment in Global SS Beauty Brands Limited

The Board approved an additional investment of up to ₹40 crores in Global SS Beauty Brands Limited (GSSBBL), the company's material wholly owned subsidiary, by way of subscription to a rights issue of 4,000 preference shares — specifically 0.01% Non-Cumulative Optionally Convertible Preference Shares (NOCPS) — at a face value of ₹1,00,000 each, in one or more tranches. As at March 31, 2026, Shoppers Stop holds a total investment of ₹110 crores in GSSBBL, comprising 5,00,000 equity shares of ₹100 each (amounting to ₹5 crores) and 10,500 preference shares of ₹1,00,000 each (amounting to ₹105 crores). Post-acquisition, the number of preference shares held will increase to 14,500, while the company's 100% shareholding and control will remain unchanged.

GSSBBL, incorporated on December 08, 1995, is engaged in the wholesale and retail distribution of beauty products and the operation of specialty boutique beauty stores. The funds from the rights issue are intended for GSSBBL's expansion plans and working capital requirements.

Board-Level Decisions

In addition to the financial results, the Board approved the re-appointment of Mr. Arun Sirdeshmukh (DIN: 01757260) as an Independent Director for a second term of five years with effect from October 20, 2026 to October 19, 2031, subject to shareholder approval at the ensuing Annual General Meeting. Mr. Sirdeshmukh is a seasoned fashion and retail leader with over 25 years of experience, having held senior roles at Madura Garments, Reliance Retail, Amazon India, and Ola Electric, among others. The Board also approved the re-appointment of M/s. PricewaterhouseCoopers LLP as Internal Auditors for a period of one year with effect from July 01, 2026 to June 30, 2027, based on the recommendation of the Audit Committee.

Additionally, the Board updated the list of Key Managerial Personnel authorised to determine the materiality of events for disclosure purposes under Regulation 30 of SEBI LODR. The authorised KMPs are Mr. Kavindra Mishra (Managing Director & CEO), Mr. Pankaj Chaturvedi (Chief Financial Officer), and Mr. Rakeshkumar Saini (Company Secretary & Chief Compliance Officer).

Auditor's Emphasis of Matter

The statutory auditors drew attention to a pending matter regarding the non-provision of a retrospective levy of service tax for the period from June 01, 2007 to March 31, 2010 on renting of immovable properties given for commercial use. The amount aggregates to ₹16.60 crores on a standalone basis and ₹20.11 crores on a consolidated basis, and the matter is pending final disposal before the Supreme Court of India. The auditors' opinion remains unmodified in respect of this matter.