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Shoppers Stop Ltd. Company History and Annual Growth Details

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),
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
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.


-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
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