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 has released its audited financial results for the quarter and financial year ended March 31, 2026, following a Board meeting held on May 05, 2026. The company reported a consolidated net loss of Rs 36.09 crore for the financial year 2025-26, a significant shift from the net profit of Rs 10.89 crore recorded in the previous year. On a standalone basis, the net loss for the year was Rs 46.24 crore. The statutory auditors, S R B C & CO LLP, issued an unmodified opinion on the financial results, though they drew attention to a non-provision of retrospective service tax levy amounting to Rs 20.11 crore in consolidated results, pending a Supreme Court appeal.

Financial Performance Overview

The company's total consolidated income for the year stood at Rs 5,095.46 crore, up from Rs 4,681.76 crore in the prior year. However, total expenses also rose to Rs 5,129.43 crore from Rs 4,674.75 crore, leading to the reported loss. For the quarter ended March 31, 2026, the consolidated net loss was Rs 16.35 crore, compared to a net profit of Rs 1.99 crore in the same quarter of the previous year. Revenue from operations for the quarter was Rs 1,218.42 crore.

Board Decisions and Appointments

During the meeting, the Board approved the re-appointment of Mr. Arun Sirdeshmukh as an Independent Director for a second term of five years, effective from October 20, 2026, to October 19, 2031, subject to shareholder approval. Additionally, M/s. PricewaterhouseCoopers LLP was re-appointed as the Internal Auditors for a one-year term commencing July 01, 2026. The Board also authorized specific Key Managerial Personnel, including Mr. Kavindra Mishra, Mr. Pankaj Chaturvedi, and Mr. Rakeshkumar Saini, to determine material events for disclosure purposes.

Strategic Investments

The Board sanctioned an additional investment of up to Rs 40 crore in Global SS Beauty Brands Limited, a material wholly-owned subsidiary. This investment will be made through the subscription to a Rights Issue of 4,000 preference shares. As of March 31, 2026, the company held an existing investment of Rs 110 crore in the subsidiary. The funds are intended to support the subsidiary's expansion plans and working capital requirements. The transaction is classified as a related party transaction.