Shoppers Stop Limited 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 FY26, a significant reversal from the net profit of Rs 10.89 crore recorded in the previous year. On a standalone basis, the net loss for the year stood at Rs 46.24 crore, compared to a profit of Rs 6.74 crore in the prior year. The statutory auditors, S R B C & CO LLP, issued an unmodified opinion on both standalone and consolidated financial results. However, they drew attention to a non-provision of retrospective service tax levy of Rs 20.11 crore in consolidated results (Rs 16.60 crore on standalone basis) for the period June 01, 2007 to March 31, 2010, pending final disposal before the Supreme Court.

Financial Performance Overview

The company's total consolidated income for FY26 rose to Rs 5,095.46 crore from Rs 4,681.76 crore in the prior year, driven by consolidated revenue from operations of Rs 5,043.32 crore versus Rs 4,627.64 crore previously. However, total consolidated expenses also increased to Rs 5,129.43 crore from Rs 4,674.75 crore, resulting in the reported loss. On a standalone basis, total income for the year was Rs 4,759.61 crore against Rs 4,488.56 crore in the prior year, while total standalone expenses rose to Rs 4,807.57 crore from Rs 4,486.98 crore. 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, while standalone net loss for the quarter was Rs 18.28 crore versus a profit of Rs 2.47 crore previously.

The following table summarises the key financial figures:

Exceptional Items

The financial results include exceptional items that impacted the reported figures for the year. These comprised a provision for impairment of property, plant and equipment of Rs 1.30 crore, and a one-time increase in provision for employee benefit expenses of Rs 17.49 crore (standalone) and Rs 17.69 crore (consolidated) on account of the new labour code. The total exceptional items for the full year amounted to Rs 18.79 crore on a standalone basis and Rs 18.99 crore on a consolidated basis.

Balance Sheet Highlights

As at March 31, 2026, consolidated total assets stood at Rs 6,290.66 crore compared to Rs 6,094.62 crore in the prior year. Total consolidated equity declined to Rs 291.01 crore from Rs 321.20 crore, reflecting the net loss for the year. Standalone total assets were Rs 6,059.58 crore against Rs 5,955.32 crore previously, with standalone total equity at Rs 299.24 crore versus Rs 339.56 crore. Key balance sheet items are presented below:

Cash Flow Summary

For the year ended March 31, 2026, net cash from operating activities on a consolidated basis was Rs 837.68 crore, up from Rs 548.52 crore in the prior year. Net cash used in investing activities was Rs 128.98 crore (consolidated), while net cash used in financing activities was Rs 674.79 crore. On a standalone basis, net cash from operating activities was Rs 873.19 crore versus Rs 565.72 crore previously.

Strategic Investment in Beauty Subsidiary

The Board sanctioned an additional investment of up to Rs 40 crore in Global SS Beauty Brands Limited (GSSBBL), a material wholly-owned subsidiary, through 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 Rs 1,00,000 each, in one or more tranches. As of March 31, 2026, Shoppers Stop held an existing investment of Rs 110 crore in GSSBBL, comprising 5,00,000 equity shares of Rs 100 each (Rs 5 crore) and 10,500 preference shares of Rs 1,00,000 each (Rs 105 crore). Post-acquisition, the number of preference shares held will increase to 14,500, with shareholding and control remaining at 100%. GSSBBL is engaged in the wholesale and retail distribution of beauty products and operates specialty boutique beauty stores. The transaction is classified as a related party transaction, with the allotment expected to be completed within financial year 2026-27.

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 at the ensuing Annual General Meeting. Mr. Sirdeshmukh is a seasoned fashion and retail leader with over 25 years of experience, holding an IIM Calcutta degree, and is not related to any of the Directors of the Company. Additionally, M/s. PricewaterhouseCoopers LLP was re-appointed as Internal Auditors for a one-year term commencing July 01, 2026 to June 30, 2027, based on the recommendation of the Audit Committee. The Board also authorised Mr. Kavindra Mishra (Managing Director & CEO), Mr. Pankaj Chaturvedi (CFO), and Mr. Rakeshkumar Saini (Company Secretary & Chief Compliance Officer) as Key Managerial Personnel to determine materiality of events for disclosure to stock exchanges under Regulation 30 of SEBI LODR Regulations, 2015.

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.